麻豆最新出品

(2) Tracking Stocks

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.

On July 18, 2023, the Company completed the previously announced split-off (the 鈥淪plit-Off鈥�) of its wholly owned subsidiary, Atlanta Braves Holdings. The Split-Off was accomplished by a redemption by the Company of each outstanding share of 麻豆最新出品 Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings common stock. Atlanta Braves Holdings is comprised of the businesses, assets and liabilities attributed to the 麻豆最新出品 Braves Group (the 鈥淏raves Group鈥�) immediately prior to the Split-Off, except for the intergroup interests in the Braves Group attributed to the 麻豆最新出品 SiriusXM Group and Formula One Group, which were settled and extinguished in connection with the Split-Off.

On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks 鈥� 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Formula One common stock and 麻豆最新出品 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 麻豆最新出品 SiriusXM Group, 麻豆最新出品 Formula One Group (the 鈥淔ormula One Group鈥�) and 麻豆最新出品 Live Group (the 鈥淩eclassification鈥�). As a result of the Reclassification, each then-outstanding share of 麻豆最新出品 SiriusXM common stock was reclassified into one share of the corresponding series of new 麻豆最新出品 SiriusXM common stock and 0.2500 of a share of the corresponding series of 麻豆最新出品 Live common stock and each outstanding share of 麻豆最新出品 Formula One common stock was reclassified into one share of the corresponding series of new 麻豆最新出品 Formula One common stock and 0.0428 of a share of the corresponding series of 麻豆最新出品 Live common stock.

Each of the 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. The Split-Off and the Reclassification are reflected in the Company鈥檚 consolidated financial statements on a prospective basis.

While the 麻豆最新出品 SiriusXM Group, the Formula One Group and the 麻豆最新出品 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'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 public company, such as Sirius XM Holdings, in which 麻豆最新出品 holds an interest that is attributed to a 麻豆最新出品 tracking stock group, the 麻豆最新出品 SiriusXM 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 common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 麻豆最新出品 SiriusXM Group. As of September 30, 2023, the 麻豆最新出品 SiriusXM Group is comprised of 麻豆最新出品鈥檚 interest in Sirius XM Holdings, corporate cash, 麻豆最新出品鈥檚 1.375% Cash Convertible Senior Notes due 2023 (the 鈥淐onvertible Notes鈥�) and related financial instruments, 麻豆最新出品鈥檚 3.75% Convertible Senior Notes due 2028, 麻豆最新出品鈥檚 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by a wholly-owned special purpose subsidiary of 麻豆最新出品 and an interest in Atlanta Braves Holdings related to the settlement of 麻豆最新出品 SiriusXM Group鈥檚 intergroup interest in the Braves Group, detailed below. As of September 30, 2023, the 麻豆最新出品 SiriusXM Group had cash and cash equivalents of approximately $327 million, which included $53 million of subsidiary cash. During the nine months ended September 30, 2023, Sirius XM Holdings declared quarterly dividends and paid in cash an aggregate amount of $281 million, of which 麻豆最新出品 received $233 million. On October 25, 2023, Sirius XM Holdings鈥� board of directors declared a quarterly dividend on its common stock in the amount of $0.0266 per share of common stock payable on November 29, 2023 to stockholders of record as of the close of business on November 7, 2023.

The 麻豆最新出品 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. As of September 30, 2023, the Formula One Group is comprised of 麻豆最新出品鈥檚 interest in Formula 1, cash and 麻豆最新出品鈥檚 2.25% Convertible Senior Notes due 2027. As of September 30, 2023, the Formula One Group had cash and cash equivalents of approximately $1,470 million, which included $947 million of subsidiary cash.

The 麻豆最新出品 Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 麻豆最新出品 Live Group. As of September 30, 2023, the 麻豆最新出品 Live 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 Formula One Group, including 麻豆最新出品鈥檚 interest in Live Nation, cash, certain public and private assets previously attributed to the Formula One Group, 麻豆最新出品鈥檚 2.375% Exchangeable Senior Debentures due 2053, 麻豆最新出品鈥檚 0.5% Exchangeable Senior Debentures due 2050 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of 麻豆最新出品.

Prior to the Split-Off, the 麻豆最新出品 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 comprised primarily of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (鈥淎NLBC鈥� or the 鈥淎tlanta Braves鈥�), certain assets and liabilities associated with ANLBC鈥檚 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.

As of December 31, 2022, 6,792,903 notional shares represented an 11.0% intergroup interest in the Braves Group previously held by the Formula One Group, 1,811,066 notional shares represented a 2.9% intergroup interest in the Braves Group previously held by the 麻豆最新出品 SiriusXM Group and 4,165,288 notional shares represented a 1.7% intergroup interest in the Formula One Group previously held by the 麻豆最新出品 SiriusXM Group.

During March 2023, the Formula One Group paid approximately $202 million to the 麻豆最新出品 SiriusXM Group to settle a portion of the intergroup interest in the Formula One Group held by the 麻豆最新出品 SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes, as described in note 7. On July 12, 2023, the Formula One Group paid approximately $71 million to the 麻豆最新出品 SiriusXM Group to settle and extinguish the remaining intergroup interest in the Formula One Group held by the 麻豆最新出品 SiriusXM Group.

In connection with the Split-Off, the intergroup interests in the Braves Group attributed to the 麻豆最新出品 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 Split-Off were distributed on a pro rata basis to holders of 麻豆最新出品 Formula One common stock (the 鈥淔ormula One Distribution鈥�). Within one-year of the Split-Off, 麻豆最新出品 intends to either exchange the shares of Atlanta Braves Holdings Series C common stock attributed to the 麻豆最新出品 SiriusXM Group with one or more third party lenders to satisfy certain debt obligations attributed to the 麻豆最新出品 SiriusXM Group or dispose of such shares in one or more public or private sale transactions. 听

See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for 麻豆最新出品's tracking stock groups.