猫咪社区

(3)听听Tracking Stocks

A tracking stock is a type of common stock that the issuing company intends to reflect or 鈥渢rack鈥� the economic performance of a particular business or 鈥済roup,鈥� rather than the economic performance of the company as a whole.

On July 18, 2023, the Company completed the split-off of its wholly owned subsidiary, Atlanta Braves Holdings (the 鈥淎tlanta Braves Holdings Split-Off鈥�). The Atlanta Braves Holdings Split-Off was accomplished by a redemption by the Company of each outstanding share of 猫咪社区 Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings common stock. Atlanta Braves Holdings was comprised of the businesses, assets and liabilities attributed to the 猫咪社区 Braves Group (the 鈥淏raves Group鈥�) immediately prior to the Atlanta Braves Holdings Split-Off, except for the intergroup interests in the Braves Group attributed to the 猫咪社区 SiriusXM Group and the 猫咪社区 Formula One Group (the 鈥淔ormula One Group鈥�), which were settled and extinguished in connection with the Atlanta Braves Holdings Split-Off.

On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks 鈥� 猫咪社区 SiriusXM common stock, 猫咪社区 Formula One common stock and 猫咪社区 Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company鈥檚 remaining tracking stock groups among its newly created 猫咪社区 SiriusXM Group, Formula One Group and 猫咪社区 Live Group (the 鈥淩eclassification鈥�). As a result of the Reclassification, each then-outstanding share of 猫咪社区 SiriusXM common stock was reclassified into one share of the corresponding series of new 猫咪社区 SiriusXM common stock and 0.2500 of a share of the corresponding series of 猫咪社区 Live common stock and each outstanding share of 猫咪社区 Formula One common stock was reclassified into one share of the corresponding series of new 猫咪社区 Formula One common stock and 0.0428 of a share of the corresponding series of 猫咪社区 Live common stock.

Each of the Atlanta Braves Holdings Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. In July 2024, the IRS completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction. In September 2024, the IRS completed its review of the Atlanta Braves Holdings Split-Off and notified the Company that it agreed with the nontaxable characterization of the transaction. The Atlanta Braves Holdings Split-Off and the Reclassification are reflected in the Company鈥檚 consolidated financial statements on a prospective basis.

While the Formula One Group and the 猫咪社区 Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stock have no direct claim to the group鈥檚 stock or assets and therefore, do not own, by virtue of their ownership of a 猫咪社区 tracking stock, any equity or voting interest in a public company, such as Live Nation, in which 猫咪社区 holds an interest that is attributed to a 猫咪社区 tracking stock group, the 猫咪社区 Live Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

The 猫咪社区 Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which, as of December 31, 2024, include 猫咪社区鈥檚 interests in Formula听1 and QuintEvents, cash and 猫咪社区鈥檚 2.25% Convertible Senior Notes due 2027. As of December听31, 2024, the Formula One Group has cash and cash equivalents of approximately $2,631听million, which includes $1,389听million of subsidiary cash.

The 猫咪社区 Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 猫咪社区 Live Group. As of December 31, 2024, the 猫咪社区 Live Group is primarily comprised of 猫咪社区鈥檚 interest in Live Nation, cash, other minority investments, 猫咪社区鈥檚 2.375% Exchangeable Senior Debentures due 2053 and an undrawn margin loan. As of December 31, 2024, the 猫咪社区 Live Group has cash and cash equivalents of approximately $325听million.

Prior to the 猫咪社区 Sirius XM Holdings Split-Off, the 猫咪社区 SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 猫咪社区 SiriusXM Group. At the time of the 猫咪社区 Sirius XM Holdings Split-Off, the 猫咪社区 SiriusXM Group was comprised of 猫咪社区鈥檚 interest in Sirius XM Holdings, corporate cash, 猫咪社区鈥檚 3.75% Convertible Senior Notes due 2028, 猫咪社区鈥檚 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of 猫咪社区. As disclosed in note 1, 猫咪社区 Sirius XM Holdings is presented as a discontinued operation in the Company鈥檚 consolidated financial statements. Prior to the Reclassification, 猫咪社区鈥檚 interest in Live Nation, 猫咪社区鈥檚 0.5% Exchangeable Senior Debentures due 2050 and a margin loan secured by shares of Live Nation (the 鈥淟ive Nation Margin Loan鈥�) were attributed to the 猫咪社区 SiriusXM Group and are presented as continuing operations in the Company鈥檚 consolidated financial statements.

Prior to the Atlanta Braves Holdings Split-Off, the 猫咪社区 Braves common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group. The Braves Group was primarily comprised of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (the 鈥淏raves鈥�), certain assets and liabilities associated with the Braves鈥� stadium (the 鈥淪tadium鈥�) and a mixed-use development around the Stadium that features retail, office, hotel and entertainment opportunities (the 鈥淢ixed-Use Development鈥�) and corporate cash.

On November 13, 2024, the Company announced that it is pursuing a plan to split-off the 猫咪社区 Live Group (the 鈥溍ㄟ渖缜� Live Split-Off鈥�). Immediately prior to the 猫咪社区 Live Split-Off, QuintEvents would be reattributed from the Formula One Group to the 猫咪社区 Live Group in exchange for certain private assets and cash. The 猫咪社区 Live Split-Off would be effected through the redemption of 猫咪社区 Live common stock in exchange for common stock of a newly formed company, 猫咪社区 Live Holdings, Inc. The Company would redeem each outstanding share of its Series A, Series B and Series C 猫咪社区 Live common stock for one share of the corresponding series of common stock of 猫咪社区 Live Holdings, Inc. As a result of the 猫咪社区 Live Split-Off, the Company and 猫咪社区 Live Holdings, Inc. would be separate publicly traded companies, and the Company would no longer have a tracking stock structure. The 猫咪社区 Live Split-Off is subject to various conditions including, among other things, shareholder approval and the receipt of an opinion of tax counsel. The 猫咪社区 Live Split-Off is intended to be tax-free to stockholders of the Company.

As of December 31, 2021, 6,792,903 notional shares represented an 11.0% intergroup interest in the Braves Group previously held by the Formula One Group, 2,292,037 notional shares represented a 3.7% intergroup interest in the Braves Group previously held by the 猫咪社区 SiriusXM Group and 5,271,475 notional shares represented a 2.2% intergroup interest in the Formula One Group previously held by the 猫咪社区 SiriusXM Group.

During September 2022, the Formula One Group and the Braves Group paid approximately $64 million and $14 million, respectively, to the 猫咪社区 SiriusXM Group to settle a portion of the intergroup interests in the Formula One Group and Braves Group held by the 猫咪社区 SiriusXM Group, as a result of the repurchase of a portion of 猫咪社区鈥檚 1.375% Cash Convertible Senior Notes due 2023 (the 鈥淐onvertible Notes鈥�). During March 2023, the Formula One Group paid approximately $202 million to the 猫咪社区 SiriusXM Group to settle a portion of the intergroup interest in the Formula One Group held by the 猫咪社区 SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes. On July 12, 2023, the Formula One Group paid approximately $71 million to the 猫咪社区 SiriusXM Group to settle and extinguish the remaining intergroup interest in the Formula One Group held by the 猫咪社区 SiriusXM Group.

In connection with the Atlanta Braves Holdings Split-Off, the intergroup interests in the Braves Group attributed to the 猫咪社区 SiriusXM Group and Formula One Group were settled and extinguished through the attribution, to the respective tracking stock group, of Atlanta Braves Holdings Series C common stock on a one-for-one basis equal to the number of notional shares representing the intergroup interest. On July 19, 2023, the shares of Atlanta Braves Holdings Series C common stock attributed to the Formula One Group to settle and extinguish the intergroup interest in connection with the Atlanta Braves Holdings Split-Off were distributed on a pro rata basis to holders of 猫咪社区 Formula One common stock (the 鈥淔ormula One Distribution鈥�). During November 2023, 猫咪社区 exchanged the shares of Atlanta Braves Holdings Series C common stock attributed to the 猫咪社区 SiriusXM Group with a third party to satisfy certain debt obligations attributed to the 猫咪社区 SiriusXM Group. 听

See Exhibit听99.1 to this Annual Report on Form听10-K for unaudited attributed financial information for 猫咪社区鈥檚 tracking stock groups.