小蓝视频

(1)听听听Basis of Presentation

The accompanying condensed consolidated financial statements include all the accounts of 小蓝视频 and its controlled subsidiaries (鈥溞±妒悠�,鈥� the 鈥淐ompany,鈥� 鈥渨e,鈥� 鈥渦s,鈥� or 鈥渙ur鈥� unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated.

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

Braves Holdings, LLC (鈥淏raves Holdings鈥�) 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 condensed 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 小蓝视频 Sirius XM Holdings Split-Off (as defined in note 2) on September 9, 2024. 小蓝视频 Sirius XM Holdings Inc. (鈥溞±妒悠� Sirius XM Holdings鈥�), which includes Sirius XM Holdings, is presented as a discontinued operation in the Company鈥檚 condensed consolidated financial statements. See note 2 for details of the 小蓝视频 Sirius XM Holdings Split-Off.

The accompanying (a) condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (鈥淕AAP鈥�) for interim financial information and the instructions to Form听10-Q and Article听10 of Regulation听S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in 小蓝视频's Annual Report on Form听10-K for the year ended December 31, 2023.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i)听fair value measurement of non-financial instruments and (ii)听accounting for income taxes to be its most significant estimates.

小蓝视频 holds investments that are accounted for using the equity method. 小蓝视频 does not control the decision making process or business management practices of these affiliates. Accordingly, 小蓝视频 relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, 小蓝视频 relies on audit reports that are provided by the affiliates鈥� independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on 小蓝视频's condensed consolidated financial statements.

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 $235 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 is preliminary and subject to revision as of September 30, 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 related to the acquisition.听

On August 22, 2024, the Company issued approximately 12.2 million shares of Series C 小蓝视频 Formula One common stock at an offering price of $77.50 per share, resulting in gross proceeds of approximately $949 million. The Company expects to use the net proceeds of the offering to partially fund the acquisition of Dorna and for general corporate purposes. 听

小蓝视频 has entered into certain agreements with Qurate Retail, Inc. (鈥淨urate Retail鈥�), 小蓝视频 TripAdvisor Holdings, Inc. (鈥淭ripCo鈥�), 小蓝视频 Broadband Corporation (鈥溞±妒悠� 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. These agreements include Reorganization Agreements (in the case of Qurate Retail, 小蓝视频 Broadband and Atlanta Braves Holdings only), Services Agreements, Facilities Sharing Agreements, Tax Sharing Agreements (in the case of 小蓝视频 Broadband and Atlanta Braves Holdings only) and Aircraft Time Sharing Agreements. In addition, as a result of certain corporate transactions, 小蓝视频 and Qurate Retail 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 小蓝视频 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 小蓝视频 and each of Qurate Retail, 小蓝视频 Broadband and Atlanta Braves Holdings, including certain cross-indemnities. Pursuant to the Services Agreements, 小蓝视频 provides Qurate Retail, TripCo, 小蓝视频 Broadband and Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. Qurate Retail, TripCo, 小蓝视频 Broadband and Atlanta Braves Holdings reimburse 小蓝视频 for direct, out-of-pocket expenses incurred by 小蓝视频 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. TripCo, 小蓝视频 Broadband and Atlanta Braves Holdings reimburse 小蓝视频 for shared services and personnel based on a flat fee. Under the Facilities Sharing Agreements, 小蓝视频 shares office space and related amenities at its corporate headquarters with Qurate Retail, TripCo, 小蓝视频 Broadband and, until August 31, 2024, Atlanta Braves Holdings. Under these various agreements, approximately $7 million and $12 million of these allocated expenses were reimbursed to 小蓝视频 during the three months ended September 30, 2024 and 2023, respectively, and approximately $18 million and $20 million were reimbursed to 小蓝视频 during the nine months ended September 30, 2024 and 2023, respectively.

In connection with 小蓝视频鈥檚 employment arrangement with Gregory B. Maffei, 小蓝视频鈥檚 President and Chief Executive Officer, pursuant to the Services Agreements between 小蓝视频 and each of TripCo, 小蓝视频 Broadband, Qurate Retail and Atlanta Braves Holdings (collectively, the 鈥淪ervice Companies鈥�), components of Mr. Maffei's compensation are either paid directly to him by each Service Company or reimbursed to 小蓝视频, in each case, based on allocations among 小蓝视频 and the Service Companies set forth in the respective services agreement, which are subject to adjustment on an annual basis and upon the occurrence of certain events. Effective August 31, 2024, upon the effectiveness of Mr. Maffei鈥檚 resignation as an officer of Atlanta Braves Holdings, Mr. Maffei no longer receives compensation from Atlanta Braves Holdings.

Seasonality

Formula 1 recognizes the majority of its revenue and expenses in connection with World Championship race events (鈥淓vents鈥�) that take place in different countries around the world throughout the year. The Events in the past have generally taken place between March and December each year. As a result, the revenue and expenses recognized by Formula 1 are generally lower during the first quarter as compared to the rest of the quarters throughout the year.

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QuintEvents鈥� revenue is seasonal around its largest events, which are generally during the second and fourth quarters.

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Braves Holdings revenue was seasonal, for the periods included herein, with the majority of revenue recognized during the second and third quarters which aligns with the baseball season.