Exhibit 99.1
Unaudited Attributed Financial Information for Tracking Stock Groups
During November 2015, 麻豆最新出品’s (“麻豆最新出品”) board of directors authorized management to pursue a reclassification of the Company’s common stock into three new tracking stock groups, one to be designated as the 麻豆最新出品 Braves tracking stock, one to be designated as the 麻豆最新出品 Media tracking stock and one to be designated as the 麻豆最新出品 SiriusXM tracking stock (the “Recapitalization”), and to cause to be distributed subscription rights related to the 麻豆最新出品 Braves tracking stock following the creation of the new tracking stocks. The Recapitalization was completed on April 15, 2016 and the newly issued shares commenced trading or quotation in the regular way on the Nasdaq Global Select Market or the OTC Markets, as applicable, on Monday, April 18, 2016. Shortly following the completion of the second closing of the acquisition of Formula 1 on January 23, 2017, the 麻豆最新出品 Media Group was renamed the 麻豆最新出品 Formula One Group. Historical information of the 麻豆最新出品 Media Group and 麻豆最新出品 Media common stock is referred to herein as the Formula One Group and 麻豆最新出品 Formula One common stock, respectively.
The following tables present our assets and liabilities as of December 31, 2017 and December 31, 2016 and revenue, expenses and cash flows for the years ended December 31, 2017, 2016, and 2015. The tables further present our assets, liabilities, revenue, expenses and cash flows that are attributed to the 麻豆最新出品 SiriusXM Group, Braves Group and the Formula One Group, respectively. The financial information should be read in conjunction with our consolidated financial statements for the year ended December 31, 2017 included in this Annual Report on Form 10-K.
The attributed financial information presented herein has been prepared assuming this attribution had been completed as of January 1, 2014. However, this attribution of historical financial information does not purport to be what actual results and balances would have been if such attribution had actually occurred and been in place during these periods. Therefore, the attributed net earnings (losses) presented in the unaudited attributed financial information are not the same as the net earnings (losses) reflected in the 麻豆最新出品 consolidated financial statements included in this Annual Report on Form 10-K. The net earnings (losses) attributed to the 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Braves common stock and 麻豆最新出品 Formula One common stock for purposes of those financial statements only relates to the period after the Recapitalization.
Notwithstanding the following attribution of assets, liabilities, revenue, expenses and cash flows to the 麻豆最新出品 SiriusXM Group, Braves Group and the Formula One Group, our tracking stock capital structure does not affect the ownership or the respective legal title to our assets or responsibility for our liabilities. We and our subsidiaries are each responsible for our respective liabilities. Holders of 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Braves common stock and 麻豆最新出品 Formula One common stock are holders of our common stock and are subject to risks associated with an investment in our company and all of our businesses, assets and liabilities. The issuance of 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Braves common stock and 麻豆最新出品 Formula One common stock does not affect the rights of our creditors.
1
SUMMARY ATTRIBUTED FINANCIAL DATA
麻豆最新出品 SiriusXM Group
Summary Balance Sheet Data:
|
|
December 31, |
|
December 31, |
||
|
|
2017 |
|
2016 |
||
|
|
amounts in millions |
||||
Cash and cash equivalents |
|
$ |
615 |
|
|
287 |
Investments in affiliates, accounted for using the equity method |
|
$ |
672 |
|
|
164 |
Intangible assets not subject to amortization |
|
$ |
23,778 |
|
|
23,695 |
Intangible assets subject to amortization, net |
|
$ |
972 |
|
|
998 |
Total assets |
|
$ |
28,530 |
|
|
27,051 |
Deferred revenue |
|
$ |
1,882 |
|
|
1,833 |
Long-term debt, including current portion |
|
$ |
7,496 |
|
|
6,107 |
Deferred tax liabilities |
|
$ |
1,447 |
|
|
1,967 |
Attributed net assets |
|
$ |
10,861 |
|
|
10,085 |
Noncontrolling interest |
|
$ |
5,615 |
|
|
5,945 |
Summary Statement of Operations Data:
|
|
|
Years ended December 31, |
||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
amounts in millions |
||||
Revenue |
|
$ |
5,425 |
|
5,014 |
|
4,552 |
Cost of subscriber services (1) |
|
$ |
(2,102) |
|
(1,994) |
|
(1,823) |
Subscriber acquisition costs |
|
$ |
(499) |
|
(513) |
|
(533) |
Other operating expenses (1) |
|
$ |
(113) |
|
(82) |
|
(73) |
Selling, general and administrative expense (1) |
|
$ |
(812) |
|
(761) |
|
(728) |
Operating income (loss) |
|
$ |
1,547 |
|
1,352 |
|
1,073 |
Interest expense |
|
$ |
(356) |
|
(342) |
|
(307) |
Income tax (expense) benefit |
|
$ |
466 |
|
(341) |
|
(322) |
Net earnings (loss) attributable to noncontrolling interests |
|
$ |
535 |
|
244 |
|
184 |
Earnings (loss) attributable to 麻豆最新出品 stockholders |
|
$ |
1,124 |
|
413 |
|
259 |
(1) |
Includes stock-based compensation expense as follows: |
|
|
|
Years ended December 31, |
||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
amounts in millions |
||||
Cost of subscriber services |
|
$ |
36 |
|
30 |
|
32 |
Other operating expenses |
|
|
16 |
|
13 |
|
18 |
Selling, general and administrative expense |
|
|
98 |
|
85 |
|
107 |
|
|
$ |
150 |
|
128 |
|
157 |
2
Braves Group
Summary Balance Sheet Data:
|
|
December 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
|
|
amounts in millions |
|
||||
Cash and cash equivalents |
|
$ |
132 |
|
|
107 |
|
Property and equipment, net |
|
$ |
1,099 |
|
|
930 |
|
Investments in affiliates, accounted for using the equity method |
|
$ |
145 |
|
|
61 |
|
Intangible assets not subject to amortization |
|
$ |
323 |
|
|
323 |
|
Intangible assets subject to amortization, net |
|
$ |
49 |
|
|
73 |
|
Total assets |
|
$ |
1,866 |
|
|
1,548 |
|
Deferred revenue |
|
$ |
51 |
|
|
44 |
|
Long-term debt, including current portion |
|
$ |
662 |
|
|
328 |
|
Deferred tax liabilities |
|
$ |
62 |
|
|
48 |
|
Attributed net assets |
|
$ |
413 |
|
|
385 |
|
Summary Statement of Operations Data:
|
|
|
Years ended December 31, |
||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
amounts in millions |
||||
Revenue |
|
$ |
386 |
|
262 |
|
243 |
Selling, general and administrative expense (1) |
|
$ |
(151) |
|
(67) |
|
(61) |
Operating income (loss) |
|
$ |
(113) |
|
(61) |
|
(38) |
Share of earnings (losses) of affiliates, net |
|
$ |
78 |
|
9 |
|
9 |
Income tax (expense) benefit |
|
$ |
36 |
|
17 |
|
10 |
Earnings (loss) attributable to 麻豆最新出品 stockholders |
|
$ |
(25) |
|
(62) |
|
(20) |
(1) |
Includes stock-based compensation of $48 million, $9 million, and $10 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
3
Formula One Group
Summary Balance Sheet Data:
|
|
December 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
|
|
amounts in millions |
|
||||
Cash and cash equivalents |
|
$ |
282 |
|
|
168 |
|
Investments in available for sale securities and other cost investments |
|
$ |
526 |
|
|
1,301 |
|
Investments in affiliates, accounted for using the equity method |
|
$ |
933 |
|
|
892 |
|
Intangible assets not subject to amortization |
|
$ |
3,956 |
|
|
— |
|
Intangible assets subject to amortization, net |
|
$ |
5,110 |
|
|
1 |
|
Total assets |
|
$ |
11,802 |
|
|
2,995 |
|
Long-term debt, including current portion |
|
$ |
5,796 |
|
|
1,583 |
|
Attributed net assets |
|
$ |
5,669 |
|
|
1,286 |
|
Summary Statement of Operations Data:
|
|
|
Years ended December 31, |
||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
amounts in millions |
||||
Revenue |
|
$ |
1,783 |
|
— |
|
— |
Cost of Formula 1 revenue |
|
$ |
1,219 |
|
— |
|
— |
Selling, general and administrative expense (1) |
|
$ |
(199) |
|
(58) |
|
(72) |
Legal settlement |
|
$ |
— |
|
511 |
|
— |
Operating income (loss) |
|
$ |
(40) |
|
443 |
|
(81) |
Interest expense |
|
$ |
(220) |
|
(19) |
|
(20) |
Share of earnings (losses) of affiliates, net |
|
$ |
(3) |
|
(8) |
|
(48) |
Realized and unrealized gains (losses) on financial instruments, net |
|
$ |
(72) |
|
36 |
|
(140) |
Income tax (expense) benefit |
|
$ |
561 |
|
(171) |
|
102 |
Earnings (loss) attributable to 麻豆最新出品 stockholders |
|
$ |
255 |
|
329 |
|
(175) |
(1) |
Includes stock-based compensation of $32 million, $13 million, and $37 million for the years ended December 31, 2017, 2016, and 2015, respectively. |
4
BALANCE SHEET INFORMATION
December 31, 2017
(unaudited)
|
|
|
Attributed (note 1) |
|
|
|
|
|
||||
|
|
麻豆最新出品 |
|
|
|
|
|
|
|
|
|
|
|
|
SiriusXM |
|
Braves |
|
Formula One |
|
Inter-Group |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Group |
|
Eliminations |
|
麻豆最新出品 |
|
|
|
|
amounts in millions |
|
|||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
615 |
|
132 |
|
282 |
|
— |
|
1,029 |
|
Trade and other receivables, net |
|
|
242 |
|
32 |
|
84 |
|
— |
|
358 |
|
Other current assets |
|
|
207 |
|
56 |
|
113 |
|
— |
|
376 |
|
Total current assets |
|
|
1,064 |
|
220 |
|
479 |
|
— |
|
1,763 |
|
Intergroup interest in the Braves Group (note 1) |
|
|
— |
|
— |
|
202 |
|
(202) |
|
— |
|
Investments in available-for-sale securities and other cost investments (note 1) |
|
|
580 |
|
8 |
|
526 |
|
— |
|
1,114 |
|
Investments in affiliates, accounted for using the equity method (note 1) |
|
|
672 |
|
145 |
|
933 |
|
— |
|
1,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, at cost |
|
|
2,274 |
|
1,150 |
|
172 |
|
— |
|
3,596 |
|
Accumulated depreciation |
|
|
(927) |
|
(51) |
|
(77) |
|
— |
|
(1,055) |
|
|
|
|
1,347 |
|
1,099 |
|
95 |
|
— |
|
2,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets not subject to amortization |
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
14,247 |
|
180 |
|
3,956 |
|
— |
|
18,383 |
|
FCC licenses |
|
|
8,600 |
|
— |
|
— |
|
— |
|
8,600 |
|
Other |
|
|
931 |
|
143 |
|
— |
|
— |
|
1,074 |
|
|
|
|
23,778 |
|
323 |
|
3,956 |
|
— |
|
28,057 |
|
Intangible assets subject to amortization, net |
|
|
972 |
|
49 |
|
5,110 |
|
— |
|
6,131 |
|
Other assets |
|
|
117 |
|
22 |
|
501 |
|
— |
|
640 |
|
Total assets |
|
$ |
28,530 |
|
1,866 |
|
11,802 |
|
(202) |
|
41,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Intergroup payable (receivable) (note 4) |
|
$ |
9 |
|
(39) |
|
30 |
|
— |
|
— |
|
Accounts payable and accrued liabilities |
|
|
934 |
|
58 |
|
258 |
|
— |
|
1,250 |
|
Current portion of debt (note 1) |
|
|
755 |
|
13 |
|
— |
|
— |
|
768 |
|
Deferred revenue |
|
|
1,882 |
|
51 |
|
8 |
|
— |
|
1,941 |
|
Other current liabilities |
|
|
3 |
|
8 |
|
9 |
|
— |
|
20 |
|
Total current liabilities |
|
|
3,583 |
|
91 |
|
305 |
|
— |
|
3,979 |
|
Long-term debt (note 1) |
|
|
6,741 |
|
649 |
|
5,796 |
|
— |
|
13,186 |
|
Deferred income tax liabilities (note 3) |
|
|
1,447 |
|
62 |
|
(31) |
|
— |
|
1,478 |
|
Redeemable intergroup interest (note 1) |
|
|
— |
|
202 |
|
— |
|
(202) |
|
— |
|
Other liabilities |
|
|
283 |
|
435 |
|
61 |
|
— |
|
779 |
|
Total liabilities |
|
|
12,054 |
|
1,439 |
|
6,131 |
|
(202) |
|
19,422 |
|
Equity / Attributed net assets |
|
|
10,861 |
|
413 |
|
5,669 |
|
— |
|
16,943 |
|
Noncontrolling interests in equity of subsidiaries |
|
|
5,615 |
|
14 |
|
2 |
|
— |
|
5,631 |
|
Total liabilities and equity |
|
$ |
28,530 |
|
1,866 |
|
11,802 |
|
(202) |
|
41,996 |
|
5
BALANCE SHEET INFORMATION
December 31, 2016
(unaudited)
|
|
|
Attributed (note 1) |
|
|
|
|
|
||||
|
|
麻豆最新出品 |
|
|
|
|
|
|
|
|
|
|
|
|
SiriusXM |
|
Braves |
|
Formula One |
|
Inter-Group |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Group |
|
Eliminations |
|
麻豆最新出品 |
|
|
|
|
amounts in millions |
|
|||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
287 |
|
107 |
|
168 |
|
— |
|
562 |
|
Trade and other receivables, net |
|
|
223 |
|
15 |
|
2 |
|
— |
|
240 |
|
Other current assets |
|
|
206 |
|
17 |
|
5 |
|
(1) |
|
227 |
|
Total current assets |
|
|
716 |
|
139 |
|
175 |
|
(1) |
|
1,029 |
|
Intergroup interest in the Braves Group (note 1) |
|
|
— |
|
— |
|
187 |
|
(187) |
|
— |
|
Investments in available-for-sale securities and other cost investments (note 1) |
|
|
— |
|
8 |
|
1,301 |
|
— |
|
1,309 |
|
Investments in affiliates, accounted for using the equity method (note 1) |
|
|
164 |
|
61 |
|
892 |
|
— |
|
1,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, at cost |
|
|
2,079 |
|
943 |
|
160 |
|
— |
|
3,182 |
|
Accumulated depreciation |
|
|
(746) |
|
(13) |
|
(71) |
|
— |
|
(830) |
|
|
|
|
1,333 |
|
930 |
|
89 |
|
— |
|
2,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets not subject to amortization |
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
14,165 |
|
180 |
|
— |
|
— |
|
14,345 |
|
FCC licenses |
|
|
8,600 |
|
— |
|
— |
|
— |
|
8,600 |
|
Other |
|
|
930 |
|
143 |
|
— |
|
— |
|
1,073 |
|
|
|
|
23,695 |
|
323 |
|
— |
|
— |
|
24,018 |
|
Intangible assets subject to amortization, net |
|
|
998 |
|
73 |
|
1 |
|
— |
|
1,072 |
|
Other assets |
|
|
145 |
|
14 |
|
350 |
|
(29) |
|
480 |
|
Total assets |
|
$ |
27,051 |
|
1,548 |
|
2,995 |
|
(217) |
|
31,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Intergroup payable (receivable) (note 4) |
|
$ |
5 |
|
(17) |
|
12 |
|
— |
|
— |
|
Accounts payable and accrued liabilities |
|
|
828 |
|
141 |
|
16 |
|
— |
|
985 |
|
Current portion of debt (note 1) |
|
|
5 |
|
— |
|
— |
|
— |
|
5 |
|
Deferred revenue |
|
|
1,833 |
|
44 |
|
— |
|
— |
|
1,877 |
|
Other current liabilities |
|
|
3 |
|
— |
|
3 |
|
(1) |
|
5 |
|
Total current liabilities |
|
|
2,674 |
|
168 |
|
31 |
|
(1) |
|
2,872 |
|
Long-term debt (note 1) |
|
|
6,102 |
|
328 |
|
1,583 |
|
— |
|
8,013 |
|
Deferred income tax liabilities (note 3) |
|
|
1,967 |
|
48 |
|
39 |
|
(29) |
|
2,025 |
|
Redeemable intergroup interest (note 1) |
|
|
— |
|
187 |
|
— |
|
(187) |
|
— |
|
Other liabilities |
|
|
278 |
|
417 |
|
56 |
|
— |
|
751 |
|
Total liabilities |
|
|
11,021 |
|
1,148 |
|
1,709 |
|
(217) |
|
13,661 |
|
Equity / Attributed net assets |
|
|
10,085 |
|
385 |
|
1,286 |
|
— |
|
11,756 |
|
Noncontrolling interests in equity of subsidiaries |
|
|
5,945 |
|
15 |
|
— |
|
— |
|
5,960 |
|
Total liabilities and equity |
|
$ |
27,051 |
|
1,548 |
|
2,995 |
|
(217) |
|
31,377 |
|
6
STATEMENT OF OPERATIONS INFORMATION
December 31, 2017
(unaudited)
|
|
|
Attributed (note 1) |
|
|
|
||||
|
|
麻豆最新出品 |
|
|
|
|
|
|
|
|
|
|
SiriusXM |
|
Braves |
|
Formula One |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Group |
|
麻豆最新出品 |
|
|
|
|
amounts in millions |
|
|||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
Subscriber revenue |
|
$ |
4,473 |
|
— |
|
— |
|
4,473 |
|
Formula 1 revenue |
|
|
— |
|
— |
|
1,783 |
|
1,783 |
|
Other revenue |
|
|
952 |
|
386 |
|
— |
|
1,338 |
|
Total revenue |
|
|
5,425 |
|
386 |
|
1,783 |
|
7,594 |
|
Operating costs and expenses, including stock-based compensation (note 2): |
|
|
|
|
|
|
|
|
|
|
Cost of subscriber services (exclusive of depreciation shown separately below): |
|
|
|
|
|
|
|
|
|
|
Revenue share and royalties |
|
|
1,210 |
|
— |
|
— |
|
1,210 |
|
Programming and content |
|
|
388 |
|
— |
|
— |
|
388 |
|
Customer service and billing |
|
|
385 |
|
— |
|
— |
|
385 |
|
Other |
|
|
119 |
|
— |
|
— |
|
119 |
|
Cost of Formula 1 revenue |
|
|
— |
|
— |
|
1,219 |
|
1,219 |
|
Subscriber acquisition costs |
|
|
499 |
|
— |
|
— |
|
499 |
|
Other operating expenses |
|
|
113 |
|
281 |
|
— |
|
394 |
|
Selling, general and administrative |
|
|
812 |
|
151 |
|
199 |
|
1,162 |
|
Depreciation and amortization |
|
|
352 |
|
67 |
|
405 |
|
824 |
|
|
|
|
3,878 |
|
499 |
|
1,823 |
|
6,200 |
|
Operating income (loss) |
|
|
1,547 |
|
(113) |
|
(40) |
|
1,394 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(356) |
|
(15) |
|
(220) |
|
(591) |
|
Share of earnings (losses) of affiliates, net |
|
|
29 |
|
78 |
|
(3) |
|
104 |
|
Unrealized gain/(loss) on inter-group interest |
|
|
— |
|
(15) |
|
15 |
|
— |
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
(16) |
|
— |
|
(72) |
|
(88) |
|
Other, net |
|
|
(11) |
|
3 |
|
16 |
|
8 |
|
|
|
|
(354) |
|
51 |
|
(264) |
|
(567) |
|
Earnings (loss) before income taxes |
|
|
1,193 |
|
(62) |
|
(304) |
|
827 |
|
Income tax (expense) benefit (note 3) |
|
|
466 |
|
36 |
|
561 |
|
1,063 |
|
Net earnings (loss) |
|
|
1,659 |
|
(26) |
|
257 |
|
1,890 |
|
Less net earnings (loss) attributable to the noncontrolling interests |
|
|
535 |
|
(1) |
|
2 |
|
536 |
|
Net earnings (loss) attributable to 麻豆最新出品 stockholders |
|
$ |
1,124 |
|
(25) |
|
255 |
|
1,354 |
|
7
STATEMENT OF OPERATIONS INFORMATION
December 31, 2016
(unaudited)
|
|
|
Attributed (note 1) |
|
|
|
||||
|
|
麻豆最新出品 |
|
|
|
|
|
|
|
|
|
|
SiriusXM |
|
Braves |
|
Formula One |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Group |
|
麻豆最新出品 |
|
|
|
|
amounts in millions |
|
|||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
Subscriber revenue |
|
$ |
4,194 |
|
— |
|
— |
|
4,194 |
|
Other revenue |
|
|
820 |
|
262 |
|
— |
|
1,082 |
|
Total revenue |
|
|
5,014 |
|
262 |
|
— |
|
5,276 |
|
Operating costs and expenses, including stock-based compensation (note 2): |
|
|
|
|
|
|
|
|
|
|
Cost of subscriber services (exclusive of depreciation shown separately below): |
|
|
|
|
|
|
|
|
|
|
Revenue share and royalties |
|
|
1,109 |
|
— |
|
— |
|
1,109 |
|
Programming and content |
|
|
354 |
|
— |
|
— |
|
354 |
|
Customer service and billing |
|
|
387 |
|
— |
|
— |
|
387 |
|
Other |
|
|
144 |
|
— |
|
— |
|
144 |
|
Subscriber acquisition costs |
|
|
513 |
|
— |
|
— |
|
513 |
|
Other operating expenses |
|
|
82 |
|
224 |
|
— |
|
306 |
|
Selling, general and administrative |
|
|
761 |
|
67 |
|
58 |
|
886 |
|
Legal settlement, net |
|
|
— |
|
— |
|
(511) |
|
(511) |
|
Depreciation and amortization |
|
|
312 |
|
32 |
|
10 |
|
354 |
|
|
|
|
3,662 |
|
323 |
|
(443) |
|
3,542 |
|
Operating income (loss) |
|
|
1,352 |
|
(61) |
|
443 |
|
1,734 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(342) |
|
(1) |
|
(19) |
|
(362) |
|
Share of earnings (losses) of affiliates, net |
|
|
13 |
|
9 |
|
(8) |
|
14 |
|
Unrealized gain/(loss) on inter-group interest |
|
|
— |
|
(27) |
|
27 |
|
— |
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
— |
|
1 |
|
36 |
|
37 |
|
Other, net |
|
|
(25) |
|
— |
|
21 |
|
(4) |
|
|
|
|
(354) |
|
(18) |
|
57 |
|
(315) |
|
Earnings (loss) before income taxes |
|
|
998 |
|
(79) |
|
500 |
|
1,419 |
|
Income tax (expense) benefit (note 3) |
|
|
(341) |
|
17 |
|
(171) |
|
(495) |
|
Net earnings (loss) |
|
|
657 |
|
(62) |
|
329 |
|
924 |
|
Less net earnings (loss) attributable to the noncontrolling interests |
|
|
244 |
|
— |
|
— |
|
244 |
|
Net earnings (loss) attributable to 麻豆最新出品 stockholders |
|
$ |
413 |
|
(62) |
|
329 |
|
680 |
|
8
STATEMENT OF OPERATIONS INFORMATION
December 31, 2015
(unaudited)
|
|
|
Attributed (note 1) |
|
|
|
||||
|
|
麻豆最新出品 |
|
|
|
|
|
|
|
|
|
|
SiriusXM |
|
Braves |
|
Formula One |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Group |
|
麻豆最新出品 |
|
|
|
|
amounts in millions |
|
|||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
Subscriber revenue |
|
$ |
3,807 |
|
— |
|
— |
|
3,807 |
|
Other revenue |
|
|
745 |
|
243 |
|
— |
|
988 |
|
Total revenue |
|
|
4,552 |
|
243 |
|
— |
|
4,795 |
|
Operating costs and expenses, including stock-based compensation (note 2): |
|
|
|
|
|
|
|
|
|
|
Cost of subscriber services (exclusive of depreciation shown separately below): |
|
|
|
|
|
|
|
|
|
|
Revenue share and royalties |
|
|
1,035 |
|
— |
|
— |
|
1,035 |
|
Programming and content |
|
|
267 |
|
— |
|
— |
|
267 |
|
Customer service and billing |
|
|
380 |
|
— |
|
— |
|
380 |
|
Other |
|
|
141 |
|
— |
|
— |
|
141 |
|
Subscriber acquisition costs |
|
|
533 |
|
— |
|
— |
|
533 |
|
Other operating expenses |
|
|
73 |
|
189 |
|
— |
|
262 |
|
Selling, general and administrative |
|
|
728 |
|
61 |
|
72 |
|
861 |
|
Depreciation and amortization |
|
|
322 |
|
31 |
|
9 |
|
362 |
|
|
|
|
3,479 |
|
281 |
|
81 |
|
3,841 |
|
Operating income (loss) |
|
|
1,073 |
|
(38) |
|
(81) |
|
954 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(307) |
|
(1) |
|
(20) |
|
(328) |
|
Share of earnings (losses) of affiliates, net |
|
|
(1) |
|
9 |
|
(48) |
|
(40) |
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
— |
|
— |
|
(140) |
|
(140) |
|
Other, net |
|
|
— |
|
— |
|
12 |
|
12 |
|
|
|
|
(308) |
|
8 |
|
(196) |
|
(496) |
|
Earnings (loss) before income taxes |
|
|
765 |
|
(30) |
|
(277) |
|
458 |
|
Income tax (expense) benefit (note 3) |
|
|
(322) |
|
10 |
|
102 |
|
(210) |
|
Net earnings (loss) |
|
|
443 |
|
(20) |
|
(175) |
|
248 |
|
Less net earnings (loss) attributable to the noncontrolling interests |
|
|
184 |
|
— |
|
— |
|
184 |
|
Net earnings (loss) attributable to 麻豆最新出品 stockholders |
|
$ |
259 |
|
(20) |
|
(175) |
|
64 |
|
9
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2017
(unaudited)
|
|
|
Attributed (note 1) |
|
|
|
||||
|
|
麻豆最新出品 |
|
|
|
|
|
|
|
|
|
|
SiriusXM |
|
Braves |
|
Formula One |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Group |
|
麻豆最新出品 |
|
|
|
|
amounts in millions |
|
|||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
1,659 |
|
(26) |
|
257 |
|
1,890 |
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
352 |
|
67 |
|
405 |
|
824 |
|
Stock-based compensation |
|
|
150 |
|
48 |
|
32 |
|
230 |
|
Share of (earnings) loss of affiliates, net |
|
|
(29) |
|
(78) |
|
3 |
|
(104) |
|
Unrealized (gains) losses on intergroup interest, net |
|
|
— |
|
15 |
|
(15) |
|
— |
|
Realized and unrealized (gains) losses on financial instruments, net |
|
|
16 |
|
— |
|
72 |
|
88 |
|
Noncash interest expense |
|
|
7 |
|
3 |
|
6 |
|
16 |
|
Losses (gains) on dilution of investment in affiliate |
|
|
— |
|
— |
|
(3) |
|
(3) |
|
Loss on early extinguishment of debt |
|
|
35 |
|
5 |
|
8 |
|
48 |
|
Deferred income tax expense (benefit) |
|
|
(492) |
|
2 |
|
(574) |
|
(1,064) |
|
Intergroup tax allocation |
|
|
(6) |
|
(39) |
|
45 |
|
— |
|
Intergroup tax (payments) receipts |
|
|
4 |
|
15 |
|
(19) |
|
— |
|
Other charges (credits), net |
|
|
(4) |
|
18 |
|
(10) |
|
4 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
Current and other assets |
|
|
30 |
|
(57) |
|
77 |
|
50 |
|
Payables and other liabilities |
|
|
127 |
|
(15) |
|
(359) |
|
(247) |
|
Net cash provided (used) by operating activities |
|
|
1,849 |
|
(42) |
|
(75) |
|
1,732 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
Cash proceeds from dispositions of investments |
|
|
— |
|
5 |
|
16 |
|
21 |
|
Net cash paid for the acquisition of Formula 1 |
|
|
— |
|
— |
|
(1,647) |
|
(1,647) |
|
Investments in and loans to cost and equity investees |
|
|
(851) |
|
(2) |
|
(9) |
|
(862) |
|
Capital expended for property and equipment |
|
|
(288) |
|
(219) |
|
(10) |
|
(517) |
|
Other investing activities, net |
|
|
(115) |
|
(5) |
|
(12) |
|
(132) |
|
Net cash provided (used) by investing activities |
|
|
(1,254) |
|
(221) |
|
(1,662) |
|
(3,137) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
Borrowings of debt |
|
|
4,553 |
|
544 |
|
1,600 |
|
6,697 |
|
Repayments of debt |
|
|
(3,216) |
|
(218) |
|
(1,673) |
|
(5,107) |
|
Proceeds from issuance of Series C 麻豆最新出品 Formula One common stock |
|
|
— |
|
— |
|
1,938 |
|
1,938 |
|
Shares repurchased by subsidiary |
|
|
(1,409) |
|
— |
|
— |
|
(1,409) |
|
Cash dividends paid by subsidiary |
|
|
(60) |
|
— |
|
— |
|
(60) |
|
Taxes paid in lieu of shares issued for stock-based compensation |
|
|
(100) |
|
(30) |
|
(5) |
|
(135) |
|
Other financing activities, net |
|
|
(35) |
|
(8) |
|
(13) |
|
(56) |
|
Net cash provided (used) by financing activities |
|
|
(267) |
|
288 |
|
1,847 |
|
1,868 |
|
Effect of foreign exchange rates on cash and cash equivalents |
|
|
— |
|
— |
|
4 |
|
4 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
328 |
|
25 |
|
114 |
|
467 |
|
Cash and cash equivalents at beginning of period |
|
|
287 |
|
107 |
|
168 |
|
562 |
|
Cash and cash equivalents at end of period |
|
$ |
615 |
|
132 |
|
282 |
|
1,029 |
|
10
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2016
(unaudited)
|
|
|
Attributed (note 1) |
|
|
|
||||
|
|
麻豆最新出品 |
|
|
|
|
|
|
|
|
|
|
SiriusXM |
|
Braves |
|
Formula One |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Group |
|
麻豆最新出品 |
|
|
|
|
amounts in millions |
|
|||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
657 |
|
(62) |
|
329 |
|
924 |
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
312 |
|
32 |
|
10 |
|
354 |
|
Stock-based compensation |
|
|
128 |
|
9 |
|
13 |
|
150 |
|
Share of (earnings) loss of affiliates, net |
|
|
(13) |
|
(9) |
|
8 |
|
(14) |
|
Unrealized (gains) losses on intergroup interest, net |
|
|
— |
|
27 |
|
(27) |
|
— |
|
Realized and unrealized (gains) losses on financial instruments, net |
|
|
— |
|
(1) |
|
(36) |
|
(37) |
|
Noncash interest expense |
|
|
6 |
|
5 |
|
— |
|
11 |
|
Loss on early extinguishment of debt |
|
|
24 |
|
— |
|
— |
|
24 |
|
Deferred income tax expense (benefit) |
|
|
332 |
|
1 |
|
94 |
|
427 |
|
Intergroup tax allocation |
|
|
(13) |
|
(19) |
|
32 |
|
— |
|
Intergroup tax (payments) receipts |
|
|
7 |
|
7 |
|
(14) |
|
— |
|
Other charges (credits), net |
|
|
21 |
|
11 |
|
(2) |
|
30 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
Current and other assets |
|
|
59 |
|
(17) |
|
(17) |
|
25 |
|
Payables and other liabilities |
|
|
184 |
|
105 |
|
(12) |
|
277 |
|
Net cash provided (used) by operating activities |
|
|
1,704 |
|
89 |
|
378 |
|
2,171 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
Cash proceeds from dispositions of investments |
|
|
— |
|
— |
|
62 |
|
62 |
|
Proceeds (payments) from settlement of financial instruments, net |
|
|
— |
|
— |
|
(1) |
|
(1) |
|
Investments in and loans to cost and equity investees |
|
|
— |
|
(20) |
|
(764) |
|
(784) |
|
Repayment of loans and other cash receipts from cost and equity investees |
|
|
— |
|
— |
|
48 |
|
48 |
|
Capital expended for property and equipment |
|
|
(206) |
|
(360) |
|
(2) |
|
(568) |
|
Purchases of short term investments and other marketable securities |
|
|
— |
|
— |
|
(258) |
|
(258) |
|
Sales of short term investments and other marketable securities |
|
|
— |
|
— |
|
273 |
|
273 |
|
Other investing activities, net |
|
|
(4) |
|
(33) |
|
1 |
|
(36) |
|
Net cash provided (used) by investing activities |
|
|
(210) |
|
(413) |
|
(641) |
|
(1,264) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
Borrowings of debt |
|
|
1,847 |
|
460 |
|
438 |
|
2,745 |
|
Repayments of debt |
|
|
(1,471) |
|
(276) |
|
(2) |
|
(1,749) |
|
Intergroup (payments) receipts |
|
|
58 |
|
16 |
|
(74) |
|
— |
|
Shares repurchased by subsidiary |
|
|
(1,674) |
|
— |
|
— |
|
(1,674) |
|
Braves Rights Offering |
|
|
— |
|
203 |
|
— |
|
203 |
|
Cash dividends paid by subsidiary |
|
|
(16) |
|
— |
|
— |
|
(16) |
|
Taxes paid in lieu of shares issued for stock-based compensation |
|
|
(47) |
|
— |
|
(11) |
|
(58) |
|
Other financing activities, net |
|
|
(16) |
|
15 |
|
4 |
|
3 |
|
Net cash provided (used) by financing activities |
|
|
(1,319) |
|
418 |
|
355 |
|
(546) |
|
Net increase (decrease) in cash and cash equivalents |
|
|
175 |
|
94 |
|
92 |
|
361 |
|
Cash and cash equivalents at beginning of period |
|
|
112 |
|
13 |
|
76 |
|
201 |
|
Cash and cash equivalents at end of period |
|
$ |
287 |
|
107 |
|
168 |
|
562 |
|
11
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2015
(unaudited)
|
|
|
Attributed (note 1) |
|
|
|
||||
|
|
麻豆最新出品 |
|
|
|
|
|
|
|
|
|
|
SiriusXM |
|
Braves |
|
Formula One |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Group |
|
麻豆最新出品 |
|
|
|
|
amounts in millions |
|
|||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
443 |
|
(20) |
|
(175) |
|
248 |
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
322 |
|
31 |
|
9 |
|
362 |
|
Stock-based compensation |
|
|
157 |
|
10 |
|
37 |
|
204 |
|
Share of (earnings) loss of affiliates, net |
|
|
1 |
|
(9) |
|
48 |
|
40 |
|
Realized and unrealized (gains) losses on financial instruments, net |
|
|
— |
|
— |
|
140 |
|
140 |
|
Noncash interest expense |
|
|
6 |
|
— |
|
— |
|
6 |
|
Losses (gains) on dilution of investments in affiliate |
|
|
— |
|
— |
|
1 |
|
1 |
|
Deferred income tax expense (benefit) |
|
|
290 |
|
(6) |
|
(109) |
|
175 |
|
Intergroup tax allocation |
|
|
(4) |
|
(4) |
|
8 |
|
— |
|
Intergroup tax (payments) receipts |
|
|
— |
|
1 |
|
(1) |
|
— |
|
Other charges (credits), net |
|
|
15 |
|
— |
|
4 |
|
19 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
Current and other assets |
|
|
(220) |
|
9 |
|
3 |
|
(208) |
|
Payables and other liabilities |
|
|
212 |
|
33 |
|
— |
|
245 |
|
Net cash provided (used) by operating activities |
|
|
1,222 |
|
45 |
|
(35) |
|
1,232 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
Cash proceeds from dispositions of investments |
|
|
— |
|
24 |
|
151 |
|
175 |
|
Proceeds (payments) from settlement of financial instruments, net |
|
|
— |
|
— |
|
(322) |
|
(322) |
|
Investments in and loans to cost and equity investments |
|
|
— |
|
— |
|
(19) |
|
(19) |
|
Capital expended for property and equipment |
|
|
(135) |
|
(128) |
|
(33) |
|
(296) |
|
Purchases of short term investments and other marketable securities |
|
|
— |
|
— |
|
(174) |
|
(174) |
|
Sales of short term investments and other marketable securities |
|
|
— |
|
— |
|
358 |
|
358 |
|
Other investing activities, net |
|
|
— |
|
(9) |
|
1 |
|
(8) |
|
Net cash provided (used) by investing activities |
|
|
(135) |
|
(113) |
|
(38) |
|
(286) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
Borrowings of debt |
|
|
1,978 |
|
197 |
|
38 |
|
2,213 |
|
Repayments of debt |
|
|
(1,038) |
|
(158) |
|
— |
|
(1,196) |
|
Intergroup (payments) receipts |
|
|
9 |
|
31 |
|
(40) |
|
— |
|
Repurchases of 麻豆最新出品 common stock |
|
|
— |
|
— |
|
(350) |
|
(350) |
|
Shares repurchased by subsidiary |
|
|
(2,018) |
|
— |
|
— |
|
(2,018) |
|
Taxes paid in lieu of shares issued for stock-based compensation |
|
|
(54) |
|
— |
|
(26) |
|
(80) |
|
Other financing activities, net |
|
|
— |
|
— |
|
5 |
|
5 |
|
Net cash provided (used) by financing activities |
|
|
(1,123) |
|
70 |
|
(373) |
|
(1,426) |
|
Net increase (decrease) in cash and cash equivalents |
|
|
(36) |
|
2 |
|
(446) |
|
(480) |
|
Cash and cash equivalents at beginning of period |
|
|
148 |
|
11 |
|
522 |
|
681 |
|
Cash and cash equivalents at end of period |
|
$ |
112 |
|
13 |
|
76 |
|
201 |
|
12
Notes to Attributed Financial Information (Continued)
(unaudited)
(1) |
As discussed above and in note 2 the accompanying consolidated financial statements, on April 15, 2016 麻豆最新出品 completed a recapitalization of 麻豆最新出品’s (“麻豆最新出品” or the “Company”) common stock into three new tracking stock groups, one designated as the 麻豆最新出品 Braves common stock, one designated as the 麻豆最新出品 Media common stock and one designated as the 麻豆最新出品 SiriusXM common stock (the “Recapitalization”). Upon completion of the Second Closing of the acquisition of Formula 1 on January 23, 2017, as discussed below, the 麻豆最新出品 Media Group was renamed the 麻豆最新出品 Formula One Group (the “Formula One Group”). |
A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. While the 麻豆最新出品 SiriusXM Group, Braves Group and Formula One 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. Therefore, the 麻豆最新出品 SiriusXM Group, Braves Group and Formula One Group do not represent separate legal entities, but rather represent those businesses, assets and liabilities that have been attributed to each respective group. Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own, by virtue of their ownership of a 麻豆最新出品 tracking stock, any equity or voting interest in a company, such as Sirius XM Holdings Inc. (“SIRIUS XM”), Formula 1 or Live Nation Entertainment, Inc. (“Live Nation”), in which 麻豆最新出品 holds an interest and that is attributed to a 麻豆最新出品 tracking stock group, such as the 麻豆最新出品 SiriusXM Group or the Formula One 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 麻豆最新出品 SiriusXM Group is comprised of our consolidated subsidiary, SIRIUS XM, corporate cash and its margin loan obligation incurred by a wholly-owned special purpose subsidiary of 麻豆最新出品. As of December 31, 2017, the 麻豆最新出品 SiriusXM Group has cash and cash equivalents of approximately $615 million, which includes $69 million of subsidiary cash.
The Braves Group is comprised of our consolidated subsidiary, Braves Holdings, LLC (“Braves Holdings”), which indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC”) and certain assets and liabilities associated with ANLBC’s stadium and mixed use development project (the “Development Project”) and cash. Also upon the Recapitalization, 麻豆最新出品 had attributed to the Braves Group all liabilities arising under a note obligation from Braves Holdings to 麻豆最新出品, with a total borrowing capacity of up to $165 million by Braves Holdings (the “Intergroup Note”) relating to funds borrowed and used for investment in the Development Project. $150 million was outstanding under the Intergroup Note which was repaid during June 2016 using proceeds from the subscription rights offering (as described in more detail below), and the Intergroup Note agreement was cancelled. The remaining proceeds from the rights offering were attributed to the Braves Group. As of December 31, 2017, the Braves Group has cash and cash equivalents of approximately $132 million, which includes $55 million of subsidiary cash. Additionally, as discussed below, the Formula One Group retains an intergroup interest in the Braves Group.
The Formula One Group is comprised of all of the businesses, assets and liabilities of 麻豆最新出品 other than those specifically attributed to the 麻豆最新出品 SiriusXM Group or the Braves Group, including, as of December 31, 2017, 麻豆最新出品’s interests in Formula 1 and Live Nation, a minority equity investment in Time Warner Inc. (“Time Warner”), the Intergroup Note, the recovery received in connection with the Vivendi lawsuit, cash, an intergroup interest in the Braves Group as well as 麻豆最新出品’s 1.375% Cash Convertible Notes due 2023 and related financial instruments, 麻豆最新出品’s 1% Cash Convertible Notes due 2023 and 麻豆最新出品’s 2.25% Exchangeable Senior Debentures due 2046. As discussed in more detail in note 2, on September 7, 2016 麻豆最新出品, through its indirect wholly owned subsidiary 麻豆最新出品 GR Cayman Acquisition Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco Limited (“Delta Topco”), the parent company of Formula 1, a global motorsports business. The transactions contemplated by the first purchase agreement were completed on September 7, 2016 and provided for the acquisition of slightly less than a 20% minority stake in Formula 1 on an undiluted basis. On October 27, 2016 under the terms of the first purchase agreement, 麻豆最新出品 acquired an additional incremental equity interest of Delta Topco, maintaining 麻豆最新出品’s investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. 麻豆最新出品’s interest in Delta Topco and by extension Formula 1 is attributed to the Formula One Group. 麻豆最新出品 acquired 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of
13
Notes to Attributed Financial Information (Continued)
(unaudited)
shares held by certain Formula 1 teams, in a closing under the second purchase agreement (and following the unwind of the first purchase agreement) on January 23, 2017 (the “Second Closing”). 麻豆最新出品’s acquired interest in Formula 1, along with existing Formula 1 cash and debt (which is non-recourse to 麻豆最新出品), was attributed to the Formula One Group upon completion of the Second Closing. As of December 31, 2017, the Formula One Group has cash and cash equivalents of approximately $282 million, which includes $165 million of subsidiary cash.
Following the creation of the new tracking stocks, 麻豆最新出品 distributed to holders of its 麻豆最新出品 Braves common stock subscription rights to acquire shares of Series C 麻豆最新出品 Braves common stock to raise capital to repay the Intergroup Note and for working capital purposes. In the rights distribution, 麻豆最新出品 distributed 0.47 of a Series C 麻豆最新出品 Braves subscription right for each share of Series A, Series B or Series C 麻豆最新出品 Braves common stock held as of 5:00 p.m., New York City time, on May 16, 2016. Fractional Series C 麻豆最新出品 Braves subscription rights were rounded up to the nearest whole right. Each whole Series C 麻豆最新出品 Braves subscription right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of 麻豆最新出品’s Series C 麻豆最新出品 Braves common stock at a subscription price of $12.80, which was equal to an approximate 20% discount to the trading day volume weighted average trading price of 麻豆最新出品’s Series C 麻豆最新出品 Braves common stock for the 18-day trading period ending on May 11, 2016. Each Series C 麻豆最新出品 Braves subscription right also entitled the holder to subscribe for additional shares of Series C 麻豆最新出品 Braves common stock that were unsubscribed for in the rights offering pursuant to an oversubscription privilege. The rights offering commenced on May 18, 2016, which was also the ex-dividend date for the distribution of the Series C 麻豆最新出品 Braves subscription rights. The rights offering expired at 5:00 p.m. New York City time, on June 16, 2016 and was fully subscribed with 15,833,634 shares of Series C 麻豆最新出品 Braves common stock issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. Approximately $150 million of the proceeds from the rights offering were used to repay the amount outstanding on the Intergroup Note and accrued interest to 麻豆最新出品. The remaining proceeds will be used for future development costs attributed to the Braves Group. In September 2016, the Internal Revenue Service completed its review of the distribution of the Series C 麻豆最新出品 Braves rights offering and notified 麻豆最新出品 that it agreed with the nontaxable characterization of the distribution.
As part of the Recapitalization, the Formula One Group initially held a 20% intergroup interest in the Braves Group. As a result of the rights offering, the number of notional shares underlying the intergroup interest was adjusted to 9,084,940, representing a 15.1% intergroup interest in the Braves Group as of December 31, 2017. The intergroup interest is a quasi-equity interest which is not represented by outstanding shares of common stock; rather, the Formula One Group has an attributed value in the Braves Group which is generally stated in terms of a number of shares of stock issuable to the Formula One Group with respect to its interest in the Braves Group. Each reporting period, the notional shares representing the intergroup interest are marked to fair value. The change in fair value is recorded in the Unrealized gain (loss) on intergroup interest line item in the unaudited attributed consolidated statements of operations. The Formula One Group’s intergroup interest is reflected in the Investment in intergroup interest line item, and the Braves Group liability for the intergroup interest is reflected in the Redeemable intergroup interest line item in the unaudited attributed consolidated balance sheets. Both accounts are presented as noncurrent, as there are currently no plans for the settlement of the intergroup interest. Appropriate eliminating entries are recorded in the Company’s consolidated financial statements.
As the notional shares underlying the intergroup interest are not represented by outstanding shares of common stock, such shares have not been officially designated Series A, B or C 麻豆最新出品 Braves common stock. However, 麻豆最新出品 has assumed that the notional shares (if and when issued) would be comprised of Series C 麻豆最新出品 Braves common stock in order to not dilute voting percentages. Therefore, the market price of Series C 麻豆最新出品 Braves common stock is used for the quarterly mark-to-market adjustment through the unaudited attributed consolidated statements of operations.
The intergroup interest will remain outstanding until the redemption of the outstanding interest, at the discretion of the Company’s board of directors, through transfer of securities, cash and/or other assets from the Braves Group to the Formula One Group.
14
Notes to Attributed Financial Information (Continued)
(unaudited)
For information relating to investments in available for sale securities and other cost investments, investments in affiliates accounted for using the equity method and debt, see notes 7, 8 and 10, respectively, of the accompanying consolidated financial statements.
(2) |
Cash compensation expense for our corporate employees is allocated among the 麻豆最新出品 SiriusXM Group, Braves Group and the Formula One Group based on the estimated percentage of time spent providing services for each group. On an annual basis estimated time spent will be determined through an interview process and a review of personnel duties unless transactions significantly change the composition of companies and investments in either respective group which would require a timelier reevaluation of estimated time spent. Other general and administrative expenses are charged directly to the groups whenever possible and are otherwise allocated based on estimated usage or some other reasonably determined methodology. Following the Recapitalization, stock compensation related to each tracking stock is calculated based on actual awards outstanding. |
While we believe that this allocation method is reasonable and fair to each group, we may elect to change the allocation methodology or percentages used to allocate general and administrative expenses in the future.
(3) |
We have accounted for income taxes for the 麻豆最新出品 SiriusXM Group, the Braves Group and the Formula One Group in the accompanying attributed financial information in a manner similar to a stand-alone company basis. To the extent this methodology differs from our tax sharing policy, differences have been reflected in the attributed net assets of the respective groups. |
麻豆最新出品 SiriusXM Group
Income tax benefit (expense) consists of:
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
amounts in millions |
|
|||||
Current: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
4 |
|
12 |
|
(13) |
|
State and local |
|
|
(30) |
|
(21) |
|
(18) |
|
Foreign |
|
|
— |
|
— |
|
(1) |
|
|
|
|
(26) |
|
(9) |
|
(32) |
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
511 |
|
(302) |
|
(252) |
|
State and local |
|
|
(19) |
|
(30) |
|
(38) |
|
Foreign |
|
|
— |
|
— |
|
— |
|
|
|
|
492 |
|
(332) |
|
(290) |
|
Income tax benefit (expense) |
|
$ |
466 |
|
(341) |
|
(322) |
|
15
Notes to Attributed Financial Information (Continued)
(unaudited)
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 35% as a result of the following:
|
|
Years ended December 31, |
|
|||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
amounts in millions |
|
|||||
Computed expected tax benefit (expense) |
|
$ |
(418) |
|
(349) |
|
(268) |
|
State and local income taxes, net of federal income taxes |
|
|
(40) |
|
(37) |
|
(6) |
|
Dividends received deductions |
|
|
36 |
|
9 |
|
— |
|
Taxable dividends not recognized for book purposes |
|
|
(45) |
|
(11) |
|
— |
|
Federal tax credits |
|
|
22 |
|
67 |
|
— |
|
Change in valuation allowance affecting tax expense |
|
|
(4) |
|
1 |
|
(44) |
|
Change in tax rate due to Tax Act |
|
|
888 |
|
— |
|
— |
|
Other, net |
|
|
27 |
|
(21) |
|
(4) |
|
Income tax benefit (expense) |
|
$ |
466 |
|
(341) |
|
(322) |
|
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
|
|
December 31, |
|
|||
|
|
2017 |
|
2016 |
|
|
|
|
amounts in millions |
|
|||
Deferred tax assets: |
|
|
|
|
|
|
Net operating and capital loss carryforwards and tax credits |
|
$ |
689 |
|
1,379 |
|
Accrued stock compensation |
|
|
78 |
|
122 |
|
Other accrued liabilities |
|
|
52 |
|
72 |
|
Deferred revenue |
|
|
500 |
|
761 |
|
Other future deductible amounts |
|
|
10 |
|
13 |
|
Deferred tax assets |
|
|
1,329 |
|
2,347 |
|
Valuation allowance |
|
|
(53) |
|
(48) |
|
Net deferred tax assets |
|
|
1,276 |
|
2,299 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
Investments |
|
|
23 |
|
15 |
|
Fixed assets |
|
|
198 |
|
319 |
|
Intangible assets |
|
|
2,494 |
|
3,893 |
|
Discount on debt |
|
|
8 |
|
10 |
|
Deferred tax liabilities |
|
|
2,723 |
|
4,237 |
|
Net deferred tax liabilities |
|
$ |
1,447 |
|
1,938 |
|
16
Notes to Attributed Financial Information (Continued)
(unaudited)
Braves Group
Income tax benefit (expense) consists of:
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
amounts in millions |
|
|||||
Current: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
36 |
|
18 |
|
4 |
|
State and local |
|
|
2 |
|
— |
|
— |
|
Foreign |
|
|
— |
|
— |
|
— |
|
|
|
|
38 |
|
18 |
|
4 |
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
3 |
|
(1) |
|
5 |
|
State and local |
|
|
(5) |
|
— |
|
1 |
|
Foreign |
|
|
— |
|
— |
|
— |
|
|
|
|
(2) |
|
(1) |
|
6 |
|
Income tax benefit (expense) |
|
$ |
36 |
|
17 |
|
10 |
|
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 35% as a result of the following:
|
|
Years ended December 31, |
|
|||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
amounts in millions |
|
|||||
Computed expected tax benefit (expense) |
|
$ |
22 |
|
27 |
|
11 |
|
State and local income taxes, net of federal income taxes |
|
|
3 |
|
2 |
|
1 |
|
Change in valuation allowance affecting tax expense |
|
|
(6) |
|
(2) |
|
— |
|
Change in tax rate due to Tax Act |
|
|
25 |
|
— |
|
— |
|
Other, net |
|
|
(8) |
|
(10) |
|
(2) |
|
Income tax benefit (expense) |
|
$ |
36 |
|
17 |
|
10 |
|
17
Notes to Attributed Financial Information (Continued)
(unaudited)
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
|
|
December 31, |
|
|||
|
|
2017 |
|
2016 |
|
|
|
|
amounts in millions |
|
|||
Deferred tax assets: |
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
8 |
|
2 |
|
Accrued stock compensation |
|
|
2 |
|
2 |
|
Other accrued liabilities |
|
|
114 |
|
16 |
|
Other future deductible amounts |
|
|
13 |
|
8 |
|
Deferred tax assets |
|
|
137 |
|
28 |
|
Valuation allowance |
|
|
(8) |
|
(2) |
|
Net deferred tax assets |
|
|
129 |
|
26 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
Investments |
|
|
19 |
|
1 |
|
Fixed assets |
|
|
126 |
|
2 |
|
Intangible assets |
|
|
46 |
|
71 |
|
Deferred tax liabilities |
|
|
191 |
|
74 |
|
Net deferred tax liabilities |
|
$ |
62 |
|
48 |
|
麻豆最新出品 Formula One Group
Income tax benefit (expense) consists of:
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
amounts in millions |
|
|||||
Current: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
(2) |
|
(69) |
|
(8) |
|
State and local |
|
|
(2) |
|
(8) |
|
1 |
|
Foreign |
|
|
(9) |
|
— |
|
— |
|
|
|
|
(13) |
|
(77) |
|
(7) |
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
64 |
|
(85) |
|
102 |
|
State and local |
|
|
3 |
|
(9) |
|
7 |
|
Foreign |
|
|
507 |
|
— |
|
— |
|
|
|
|
574 |
|
(94) |
|
109 |
|
Income tax benefit (expense) |
|
$ |
561 |
|
(171) |
|
102 |
|
18
Notes to Attributed Financial Information (Continued)
(unaudited)
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 35% as a result of the following:
|
|
Years ended December 31, |
|
|||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
amounts in millions |
|
|||||
Computed expected tax benefit (expense) |
|
$ |
107 |
|
(175) |
|
97 |
|
State and local income taxes, net of federal income taxes |
|
|
— |
|
(11) |
|
4 |
|
Foreign income taxes, net of federal income taxes |
|
|
88 |
|
— |
|
— |
|
Dividends received deductions |
|
|
2 |
|
2 |
|
2 |
|
Change in valuation allowance affecting tax expense |
|
|
222 |
|
— |
|
— |
|
Change in tax rate due to Tax Act |
|
|
16 |
|
— |
|
— |
|
Settlements with tax authorities |
|
|
253 |
|
— |
|
— |
|
Income tax reserves |
|
|
(22) |
|
— |
|
— |
|
Non-deductible / Non-taxable interest |
|
|
(60) |
|
— |
|
— |
|
Write-off of tax attributes |
|
|
(42) |
|
— |
|
— |
|
Other, net |
|
|
(3) |
|
13 |
|
(1) |
|
Income tax benefit (expense) |
|
$ |
561 |
|
(171) |
|
102 |
|
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
|
|
December 31, |
|
|||
|
|
2017 |
|
2016 |
|
|
|
|
amounts in millions |
|
|||
Deferred tax assets: |
|
|
|
|
|
|
Net operating and capital loss carryforwards |
|
$ |
320 |
|
— |
|
Accrued stock compensation |
|
|
8 |
|
12 |
|
Other accrued liabilities |
|
|
9 |
|
14 |
|
Deferred revenue |
|
|
2 |
|
— |
|
Discount on debt |
|
|
34 |
|
7 |
|
Other future deductible amounts |
|
|
1 |
|
3 |
|
Deferred tax assets |
|
|
374 |
|
36 |
|
Valuation allowance |
|
|
(51) |
|
— |
|
Net deferred tax assets |
|
|
323 |
|
36 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
Investments |
|
|
68 |
|
65 |
|
Fixed assets |
|
|
2 |
|
9 |
|
Intangible Assets |
|
|
220 |
|
— |
|
Other |
|
|
2 |
|
1 |
|
Deferred tax liabilities |
|
|
292 |
|
75 |
|
Net deferred tax (assets) liabilities |
|
$ |
(31) |
|
39 |
|
(4) |
In addition to the Intergroup Note between the Braves Group and the Formula One Group as discussed in note 1, there is an intergroup arrangement regarding the securities held by the Formula One Group pledged as collateral pursuant to a loan at the Braves Group. |
As discussed in note 10 of the accompanying consolidated financial statements, 464 thousand Time Warner shares were pledged as collateral to the mixed use facilities as of December 31, 2017. The fair value of the
19
Notes to Attributed Financial Information (Continued)
(unaudited)
shares pledged as of December 31, 2017 was $42 million. Shares of Time Warner are held by the Formula One Group. Following the Recapitalization, the Company’s board of directors approved an amount payable by the Braves Group to pay the Formula One Group in order to reflect the credit support provided by the assets of the Formula One Group used as collateral for the credit facility obligations of the Braves Group. The amount of this obligation is determined and paid quarterly in arrears, based on the average share price of Time Warner common stock each period. This inter-group arrangement is recorded through the Intergroup payable (receivable) line item in the consolidated attributed balance sheets and through the Interest expense line item in the consolidated attributed statements of operations and eliminated in consolidation. The total amount payable is expected to be less than $1 million each annual period.
The intergroup balances as December 31, 2017 and December 31, 2016 also include the impact of the timing of certain tax benefits. Per the tracking stock tax sharing policies, consolidated income taxes arising from the 麻豆最新出品 SiriusXM Group in periods prior to the Recapitalization were not subject to tax sharing and were allocated to the Formula One Group. As such, the balance of the Intergroup tax payable between the 麻豆最新出品 SiriusXM Group and the Formula One Group was zero at the effective date of the Recapitalization and is accounted for going forward beginning on such date.
(5) |
The 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Braves common stock and 麻豆最新出品 Formula One common stock have voting and conversion rights under our restated charter. Following is a summary of those rights. Holders of Series A common stock of each group will be entitled to one vote per share, and holders of Series B common stock of each group will be entitled to ten votes per share. Holders of Series C common stock of each group will be entitled to 1/100th of a vote per share in certain limited cases and will otherwise not be entitled to vote. In general, holders of Series A and Series B common stock will vote as a single class. In certain limited circumstances, the board may elect to seek the approval of the holders of only Series A and Series B 麻豆最新出品 SiriusXM common stock, Series A and Series B 麻豆最新出品 Braves common stock, or the approval of the holders of only Series A and Series B 麻豆最新出品 Formula One common stock. |
At the option of the holder, each share of Series B common stock of each group will be convertible into one share of Series A common stock of the same group. At the discretion of our board, the common stock related to one group may be converted into common stock of the same series that is related to another other group.
20