午夜寻花

(1)听听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 (鈥淯.K.鈥�). Our most significant subsidiary is Delta Topco Limited (the parent company of Formula听1). Our most significant investment accounted for under the equity method is Live Nation Entertainment, Inc. (鈥淟ive Nation鈥�).

Braves Holdings, LLC ("Braves Holdings") was a subsidiary of the Company until the Atlanta Braves Holdings Split-Off (as defined in note 3) on July 18, 2023. Braves Holdings is not presented as a discontinued operation in the Company鈥檚 consolidated financial statements as the Atlanta Braves Holdings Split-Off did not represent a strategic shift that had a major effect on the Company鈥檚 operations and financial results.

Sirius XM Holdings Inc. (鈥淪irius XM Holdings鈥�) was a subsidiary of the Company until the 午夜寻花 Sirius XM Holdings Split-Off (as defined in note 2) on September 9, 2024. 午夜寻花 Sirius XM Holdings Inc. (鈥溛缫寡盎� Sirius XM Holdings鈥�), which included Sirius XM Holdings, is presented as a discontinued operation in the Company鈥檚 consolidated financial statements. See note 2 for details of the 午夜寻花 Sirius XM Holdings Split-Off.

On January 2, 2024, the Company purchased QuintEvents, LLC (鈥淨uintEvents鈥�) for total consideration of approximately $277 million, comprised of $205 million of cash, net of cash acquired of $66 million, and a $6 million settlement of a pre-existing condition. The Company recorded $252 million of goodwill, $113 million of intangible assets subject to amortization, net and $121 million of deferred revenue as a result of the acquisition. The acquisition price allocation was final as of December 31, 2024.

On March 29, 2024, the Company agreed, subject to certain conditions, to acquire approximately 86% of the equity interests in Dorna Sports, S.L., (鈥淒orna鈥�) for a purchase price of approximately 鈧�3.0 billion, to be funded with cash. The Company entered into foreign currency forward contracts for close to the full purchase price. In December 2024, the European Commission notified the Company that a Phase II investigation would occur, extending regulatory review beyond December 31, 2024. The Company agreed to pay 鈧�126 million to the sellers to extend the longstop date to June 30, 2025 in order to accommodate the Phase II investigation. The 鈧�126 million is considered prepaid purchase consideration and is included in other assets in the accompanying consolidated balance sheet as of December 31, 2024. Subsequent to December 31, 2024, the Company extended a portion of the foreign currency forward contracts through the extended longstop date.

午夜寻花 has entered into certain agreements with QVC Group, Inc., formerly known as Qurate Retail, Inc. (鈥淨VC Group鈥�), 午夜寻花 TripAdvisor Holdings, Inc. (鈥淭ripCo鈥�), 午夜寻花 Broadband Corporation (鈥溛缫寡盎� Broadband鈥�) and Atlanta Braves Holdings, Inc. (鈥淎tlanta Braves Holdings鈥�), all of which are 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 as of December 31, 2024. These agreements include Reorganization Agreements (in the case of QVC Group, 午夜寻花 Broadband and Atlanta Braves Holdings only), Services Agreements, Facilities Sharing Agreements, Tax Sharing Agreements (in the case of 午夜寻花 Broadband and Atlanta Braves Holdings only) and an Aircraft Time Sharing Agreement (in the case of 午夜寻花 Broadband only). In addition, as a result of certain corporate transactions, 午夜寻花 and QVC Group may have obligations to each other for certain tax related matters. Effective August 31, 2024, the Facilities Sharing Agreement and the Aircraft Time Sharing Agreement with Atlanta Braves Holdings was terminated and members

of 午夜寻花 management that served as officers of Atlanta Braves Holdings stepped down from their positions with Atlanta Braves Holdings (with limited exceptions), even though they may continue to provide services on an as-needed basis.

The Reorganization Agreements provide for, among other things, provisions governing the relationships between 午夜寻花 and each of QVC Group, 午夜寻花 Broadband and Atlanta Braves Holdings, including certain cross-indemnities. Pursuant to the Services Agreements, 午夜寻花 provides QVC Group, TripCo, 午夜寻花 Broadband and Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. QVC Group, TripCo, 午夜寻花 Broadband and Atlanta Braves Holdings 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 QVC Group, QVC Group鈥檚 allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group. TripCo, 午夜寻花 Broadband and Atlanta Braves Holdings 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 at its corporate headquarters with QVC Group, TripCo, 午夜寻花 Broadband and, until August 31, 2024, Atlanta Braves Holdings. Under these various agreements, approximately $21听million, $24听million and $21听million of these allocated expenses were reimbursed to 午夜寻花 during the years ended December听31, 2024, 2023 and 2022, respectively.

In connection with 午夜寻花鈥檚 employment arrangement with Gregory B. Maffei, 午夜寻花鈥檚 former President and Chief Executive Officer (the 鈥渇ormer CEO鈥�), pursuant to the Services Agreements between 午夜寻花 and each of TripCo, 午夜寻花 Broadband, QVC Group and Atlanta Braves Holdings (collectively, the 鈥淪ervice Companies鈥�), components of Mr. Maffei's compensation were 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 respective services agreement, which were subject to adjustment on an annual basis and upon the occurrence of certain events. As of August 31, 2024, upon the effectiveness of Mr. Maffei鈥檚 resignation as an officer of Atlanta Braves Holdings, Mr. Maffei no longer received compensation from Atlanta Braves Holdings.