Orbitz 2014 Annual Report Download - page 84

ORBITZ WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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17. Segment Information
We determine operating segments based on how our chief operating decision maker manages the business, including
making operating decisions deciding how to allocate resources and evaluating operating performance. We operate in one
segment and have one reportable segment.
We maintain operations in the United States, United Kingdom, Australia, Germany, Sweden, France, Finland, Ireland,
Switzerland and other international territories. The table below presents net revenue by geographic area: the United States and
all other countries.
Years Ended December 31,
2014 2013 2012
(in thousands)
Net revenue
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 674,079 $ 618,623 $ 562,026
All other countries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257,928 228,380 216,770
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 932,007 $ 847,003 $ 778,796
The table below presents property and equipment, net, by geographic area.
December 31, 2014 December 31, 2013
(in thousands)
Long-lived assets
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 106,816 $ 111,458
All other countries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,016 4,687
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 111,832 $ 116,145
18. Subsequent Events
As previously announced, on February 12, 2015, the Company, Expedia, Inc., (“Expedia”), and Xeta, Inc., an indirect
wholly owned subsidiary of Expedia (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”).
The Merger Agreement provides, subject to the terms and conditions set forth therein, that Merger Sub will be merged
with and into the Company (the “Merger”) among other things and, with the Company surviving the Merger as an indirect
wholly owned subsidiary of Expedia. At the effective time of the Merger (the “Effective Time”), each share of common stock
of the Company outstanding immediately prior to the Effective Time (other than any shares owned by the Company, Expedia,
Merger Sub or Merger Sub’s direct parent or any dissenting shares) will be automatically converted into the right to receive
$12.00 in cash, without interest.
The Board of Directors of the Company by a unanimous vote of directors present approved the Merger Agreement and
the transactions contemplated thereby, including the Merger. The closing of the Merger is subject to the adoption of the Merger
Agreement by the affirmative vote of holders of a majority of the outstanding shares of common stock of the Company. The
closing of the Merger is also subject to various customary conditions, including the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other regulatory clearances,
the absence of any governmental order prohibiting the consummation of the transactions contemplated by the Merger
Agreement, the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain
materiality qualifications) and compliance with the covenants and agreements in the Merger Agreement in all material respects.
The Merger Agreement contains certain termination rights, including the right of the Company to terminate the Merger
Agreement to accept a superior proposal (subject to compliance with certain notice and other requirements). The Merger
Agreement provides that, in connection with termination of the Merger Agreement by the Company or Expedia upon specified
conditions, the Company will be required to pay to Expedia a termination fee of $57.5 million. If the Merger Agreement is
terminated as a result of the failure to obtain competition law approvals or a legal prohibition related to competition law
matters, a termination fee of $115.0 million will be payable by Expedia to the Company, subject to certain limitations. In
addition, subject to certain exceptions and limitations, the Company or Expedia may terminate the Merger Agreement if the