�鶹app

(1)  Basis of Presentation

The accompanying consolidated financial statements of �鶹app (“�鶹app,” “we,” “our,” “us” or the “Company” 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.

�鶹app, 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. (“Sirius XM Holdings”), Formula 1 and Braves Holdings, LLC (“Braves Holdings”). Our significant investment accounted for under the equity method of accounting is Live Nation Entertainment, Inc. (“Live Nation”).

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

�鶹app has entered into certain agreements with Qurate Retail, Inc. (“Qurate Retail”), �鶹app TripAdvisor Holdings, Inc. (“�鶹app TripAdvisor”), �鶹app Broadband Corporation (“�鶹app Broadband”), �鶹app Media Acquisition Corporation (“LMAC”) and GCI �鶹app, Inc. (“GCI �鶹app”), all of which are, or were (in the case of GCI �鶹app), 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 �鶹app’s equity interests in LMAC, as described in note 11, and GCI �鶹app’s ownership of shares of �鶹app Broadband’s Series C non-voting common stock prior to the merger of GCI �鶹app and �鶹app Broadband in December 2020. These agreements include Reorganization Agreements (in the case of Qurate Retail and �鶹app Broadband only), Services Agreements, Facilities Sharing Agreements and Tax Sharing Agreements (in the case of �鶹app Broadband only). In addition, as a result of certain corporate transactions, �鶹app 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 �鶹app and each of Qurate Retail and �鶹app Broadband, including certain cross-indemnities. Pursuant to the Services Agreements, �鶹app provides Qurate Retail, �鶹app TripAdvisor, �鶹app Broadband, LMAC and GCI �鶹app (prior to termination) with general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail, �鶹app TripAdvisor, �鶹app Broadband and GCI �鶹app (prior to termination) reimburse �鶹app for direct, out-of-pocket expenses incurred by �鶹app in providing these services and in the case of Qurate Retail, Qurate Retail’s allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. �鶹app TripAdvisor, �鶹app Broadband, LMAC and GCI �鶹app (prior to termination) reimburse �鶹app for shared services and personnel based on a flat fee. Under the Facilities Sharing Agreements, �鶹app shares office space and related amenities with Qurate Retail, �鶹app TripAdvisor, �鶹app Broadband, LMAC and GCI �鶹app (prior to termination) at �鶹app’s corporate headquarters. Under these various agreements, approximately $27 million, $28 million and $46 million of these allocated expenses were reimbursed to �鶹app during the years ended December 31, 2021, 2020 and 2019, respectively.

In December 2019, �鶹app entered into amendments to the Services Agreements with each of Qurate Retail, �鶹app TripAdvisor, �鶹app Broadband and GCI �鶹app (collectively, the “Service Companies”) in connection with �鶹app’s 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’s compensation are either paid directly to him by each Service Company or reimbursed to �鶹app, in each case, based on allocations among �鶹app and the Service Companies set forth in the amended Services Agreements. Following the merger between GCI �鶹app and �鶹app

Broadband in December 2020, GCI �鶹app no longer participates in the Services Agreement arrangement due to the termination of its Services Agreement with �鶹app.

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