午夜寻花

(1)聽聽Basis of Presentation

The accompanying consolidated financial statements of 午夜寻花 (鈥溛缫寡盎�,鈥� 鈥渨e,鈥� 鈥渙ur,鈥� 鈥渦s鈥� or the 鈥淐ompany鈥� unless the context otherwise requires) represent a consolidation of certain media and entertainment related assets and businesses. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

午夜寻花, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries primarily in North America and the United Kingdom. Our significant subsidiaries include Sirius XM Holdings Inc. (鈥淪irius聽XM Holdings鈥�), Formula聽1 and Braves Holdings, LLC (鈥淏raves Holdings鈥�). Our significant investment accounted for under the equity method of accounting is Live Nation Entertainment, Inc. (鈥淟ive Nation鈥�).

On November 3, 2021, pursuant to an exchange agreement with certain counterparties, 午夜寻花 acquired an aggregate of 43,658,800 shares of Sirius XM Holdings common stock in exchange for the issuance by 午夜寻花 to the counterparties of an aggregate of 5,347,320 shares of Series A 午夜寻花 SiriusXM common stock. As of December聽31, 2021, we owned approximately 81% of the outstanding equity interest in Sirius XM Holdings.

午夜寻花 has entered into certain agreements with Qurate Retail, Inc. (鈥淨urate Retail鈥�), 午夜寻花 TripAdvisor Holdings, Inc. (鈥溛缫寡盎� TripAdvisor鈥�), 午夜寻花 Broadband Corporation (鈥溛缫寡盎� Broadband鈥�), 午夜寻花 Media Acquisition Corporation (鈥淟MAC鈥�) and GCI 午夜寻花, Inc. (鈥淕CI 午夜寻花鈥�), all of which are, or were (in the case of GCI 午夜寻花), separate publicly traded companies, in order to govern relationships between the companies. None of these entities has any stock ownership, beneficial or otherwise, in any of the others, other than 午夜寻花鈥檚 equity interests in LMAC, as described in note 11, and GCI 午夜寻花鈥檚 ownership of shares of 午夜寻花 Broadband鈥檚 Series C non-voting common stock prior to the merger of GCI 午夜寻花 and 午夜寻花 Broadband in December 2020. These agreements include Reorganization Agreements (in the case of Qurate Retail and 午夜寻花 Broadband only), Services Agreements, Facilities Sharing Agreements and Tax Sharing Agreements (in the case of 午夜寻花 Broadband only). In addition, as a result of certain corporate transactions, 午夜寻花 and Qurate Retail may have obligations to each other for certain tax related matters.

The Reorganization Agreements provide for, among other things, provisions governing the relationships between 午夜寻花 and each of Qurate Retail and 午夜寻花 Broadband, including certain cross-indemnities. Pursuant to the Services Agreements, 午夜寻花 provides Qurate Retail, 午夜寻花 TripAdvisor, 午夜寻花 Broadband, LMAC and GCI 午夜寻花 (prior to termination) with general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail, 午夜寻花 TripAdvisor, 午夜寻花 Broadband and GCI 午夜寻花 (prior to termination) reimburse 午夜寻花 for direct, out-of-pocket expenses incurred by 午夜寻花 in providing these services and in the case of Qurate Retail, Qurate Retail鈥檚 allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. 午夜寻花 TripAdvisor, 午夜寻花 Broadband, LMAC and GCI 午夜寻花 (prior to termination) reimburse 午夜寻花 for shared services and personnel based on a flat fee. Under the Facilities Sharing Agreements, 午夜寻花 shares office space and related amenities with Qurate Retail, 午夜寻花 TripAdvisor, 午夜寻花 Broadband, LMAC and GCI 午夜寻花 (prior to termination) at 午夜寻花鈥檚 corporate headquarters. Under these various agreements, approximately $27聽million, $28聽million and $46聽million of these allocated expenses were reimbursed to 午夜寻花 during the years ended December聽31, 2021, 2020 and 2019, respectively.

In December 2019, 午夜寻花 entered into amendments to the Services Agreements with each of Qurate Retail, 午夜寻花 TripAdvisor, 午夜寻花 Broadband and GCI 午夜寻花 (collectively, the 鈥淪ervice Companies鈥�) in connection with 午夜寻花鈥檚 entry into a new employment arrangement with Gregory B. Maffei, its President and Chief Executive Officer. Under the amended Services Agreements, components of Mr. Maffei鈥檚 compensation are either paid directly to him by each Service Company or reimbursed to 午夜寻花, in each case, based on allocations among 午夜寻花 and the Service Companies set forth in the amended Services Agreements. Following the merger between GCI 午夜寻花 and 午夜寻花

Broadband in December 2020, GCI 午夜寻花 no longer participates in the Services Agreement arrangement due to the termination of its Services Agreement with 午夜寻花.

In December 2020, in conjunction with the merger, GCI 午夜寻花 made an executive termination payment to 午夜寻花 of approximately $6 million. See note 14 for additional information related to termination payments.