Ā鶹app

(2)Ā Ā Tracking Stocks

During November 2015, Ā鶹appā€™s board of directors (the ā€œBoard of Directorsā€) authorized management to pursue a reclassification of the Companyā€™s common stock into three new tracking stock groups, one to be designated as the Ā鶹app Braves common stock, one to be designated as the Ā鶹app Formula One common stock (formerly known as Ā鶹app Media common stock) and one to be designated as the Ā鶹app SiriusXM common stock (the ā€œRecapitalizationā€), and to cause to be distributed subscription rights related to the Ā鶹app Braves common stock following the creation of the new tracking stocks.

A tracking stock is a type of common stock that the issuing company intends to reflect or ā€œtrackā€ the economic performance of a particular business or ā€œgroup,ā€ rather than the economic performance of the company as a whole. While the Ā鶹app SiriusXM Group, Ā鶹app Braves Group (the ā€œBraves Groupā€) and the Ā鶹app Formula One Group (the ā€œFormula One Groupā€) 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 Ā鶹app 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 groupā€™s stock or assets and therefore, do not own, by virtue of their ownership of a Ā鶹app tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings or Live Nation, in which Ā鶹app holds an interest that is attributed to a Ā鶹app tracking stock group, such as the Ā鶹app 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.

Additionally, as a result of the Recapitalization, Ā鶹appā€™s 1.375% Cash Convertible Senior Notes due 2023 (the ā€œConvertible Notesā€) are convertible into cash based on the product of the conversion rate specified in the indenture and the basket of tracking stocks into which each outstanding share of SeriesĀ A Ā鶹app common stock was reclassified (the ā€œSecurities Basketā€). Furthermore, the Company entered into amended agreements with the counterparties with regard the Recapitalization-related adjustments to the outstanding SeriesĀ A Ā鶹app common stock warrants as well as the outstanding cash convertible note hedges and purchased call options.

As part of the Recapitalization, the Formula One Group initially held a 20% intergroup interest in the Braves Group. As a result of a rights offering in May 2016 to holders of Ā鶹app Braves common stock to acquire shares of Series C Ā鶹app Braves common stock, the number of notional shares representing the intergroup interest held by the Formula One Group was adjusted to 9,084,940, representing a 15.1% intergroup interest in the Braves Group at December 31, 2019. In addition, during the fourth quarter of 2019, the Formula One Group began purchasing shares of Ā鶹app SiriusXM common stock. As of December 31, 2019, the number of notional shares representing the intergroup interest held by the Formula One Group was 493,278, representing a 0.2% intergroup interest in the Ā鶹app SiriusXM Group.

On April 22, 2020, the Board of Directors approved the immediate reattribution of certain assets and liabilities between the Formula One Group and the Ā鶹app SiriusXM Group (collectively, the ā€œreattributionā€).

The assets reattributed from the Formula One Group to the Ā鶹app SiriusXM Group, valued at $2.8 billion, consisted of:

The reattributed liabilities, valued at $1.3 billion, consisted of:

Similarly, $1.5 billion of net asset value has been reattributed from the Ā鶹app SiriusXM Group to the Formula One Group, comprised of:

The reattribution is reflected in the Companyā€™s financial statements on a prospective basis.

The Ā鶹app SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Ā鶹app SiriusXM Group, which, as of December 31, 2022, include its interests in Sirius XM Holdings and Live Nation, corporate cash, the Convertible Notes and related financial instruments, Ā鶹appā€™s 2.125% Exchangeable Senior Debentures due 2048, Ā鶹appā€™s 2.75% Exchangeable Senior Debentures due 2049, Ā鶹appā€™s 0.5% Exchangeable Senior Debentures due 2050 and margin loan obligations incurred by wholly-owned special purpose subsidiaries of Ā鶹app. The Ā鶹app SiriusXM Group retains intergroup interests in the Braves Group and the Formula One Group as of December 31, 2022. As of DecemberĀ 31, 2022, the Ā鶹app SiriusXM Group has cash and cash equivalents of approximately $362Ā million, which includes $57Ā million of subsidiary cash.

The Ā鶹app Braves common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group, which, as of December 31, 2022, include its subsidiary, Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (ā€œANLBCā€ or the ā€œBravesā€), certain assets and liabilities associated with the Bravesā€™ stadium (ā€œTruist Parkā€ or the ā€œStadiumā€) and a mixed-use development around Truist Park that features retail, office, hotel and entertainment opportunities (the ā€œMixed-Use Developmentā€) and cash. The Ā鶹app SiriusXM Group and the Formula One Group retain intergroup interests in the

Braves Group as of December 31, 2022. As of DecemberĀ 31, 2022, the Braves Group has cash and cash equivalents of approximately $151Ā million, which includes $81Ā million of subsidiary cash.

The Ā鶹app 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, 2022, include all of the businesses, assets and liabilities of Ā鶹app other than those specifically attributed to the Braves Group or the Ā鶹app SiriusXM Group, including Ā鶹appā€™s interest in FormulaĀ 1, cash, an intergroup interest in the Braves Group, Ā鶹appā€™s 1% Cash Convertible Notes due 2023 and Ā鶹appā€™s 2.25% Convertible Senior Notes due 2027. As of DecemberĀ 31, 2022, the Formula One Group has cash and cash equivalents of approximately $1,733Ā million, which includes $752Ā million of subsidiary cash.

During September 2022, the Formula One Group and the Braves Group paid approximately $64 million and $14 million, respectively, to the Ā鶹app SiriusXM Group to settle a portion of the intergroup interests in the Formula One Group and Braves Group held by the Ā鶹app SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes, as described in note 9. The number of notional shares representing the intergroup interest in the Braves Group held by the Formula One Group is 6,792,903, representing an 11.0% intergroup interest at December 31, 2022. The number of notional shares representing the intergroup interest in the Braves Group held by the Ā鶹app SiriusXM Group is 1,811,066, representing a 2.9% intergroup interest at December 31, 2022. The number of notional shares representing the intergroup interest in the Formula One Group held by the Ā鶹app SiriusXM Group is 4,165,288, representing a 1.7% intergroup interest at December 31, 2022. The intergroup interests represent quasi-equity interests that are not represented by outstanding shares of common stock; rather, the Formula One Group and Ā鶹app SiriusXM Group have attributed interests in the Braves Group, which are generally stated in terms of a number of shares of Ā鶹app Braves common stock, and the Ā鶹app SiriusXM Group also has an attributed interest in the Formula One Group, which is generally stated in terms of a number of shares of Ā鶹app Formula One common stock. The intergroup interests may be settled, at the discretion of the Board of Directors, through the transfer of newly issued shares of Ā鶹app Braves common stock and Ā鶹app Formula One common stock, respectively, cash and/or other assets to the respective tracking stock group. Accordingly, the Braves Group intergroup interests attributable to the Formula One Group and the Ā鶹app SiriusXM Group are presented as assets of the Formula One Group and Ā鶹app SiriusXM Group, respectively, and are presented as liabilities of the Braves Group. Similarly, the Formula One Group intergroup interest attributable to the Ā鶹app SiriusXM Group is presented as an asset of the Ā鶹app SiriusXM Group and is presented as a liability of the Formula One Group. The offsetting amounts between tracking stock groups are eliminated in consolidation. The intergroup interests will remain outstanding until the redemption of the outstanding interests, at the discretion of the Board of Directors, through a transfer of securities, cash and/or other assets from the Braves Group or Formula One Group to the respective tracking stock group.

On April 22, 2020, the Board of Directors authorized management of the Company to cause subscription rights (the ā€œSeries C Ā鶹app SiriusXM Rightsā€) to purchase shares of Series C Ā鶹app SiriusXM common stock, par value $0.01 per share (ā€œLSXMKā€), in a rights offering (the ā€œLSXMK rights offeringā€) to be distributed to holders of SeriesĀ A Ā鶹app SiriusXM common stock, par value $0.01 per share, SeriesĀ B Ā鶹app SiriusXM common stock, par value $0.01 per share, and LSXMK. In the LSXMK rights offering, Ā鶹app distributed 0.0939 of a Series C Ā鶹app SiriusXM Right for each share of Series A, Series B or Series C Ā鶹app SiriusXM common stock held as of 5:00 p.m., New York City time, on May 13, 2020. Fractional Series C Ā鶹app SiriusXM Rights were rounded up to the nearest whole right. Each whole Series C Ā鶹app SiriusXM Right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of LSXMK at a subscription price of $25.47, which was equal to an approximate 20% discount to the volume weighted average trading price of LSXMK for the 3-day trading period ending on and including May 8, 2020.Ā Each Series C Ā鶹app SiriusXM Right also entitled the holder to subscribe for additional shares of LSXMK that were unsubscribed for in the LSXMK rights offering pursuant to an oversubscription privilege. The LSXMK rights offering commenced on May 18, 2020, which was also the ex-dividend date for the distribution of the Series C Ā鶹app SiriusXM Rights. The LSXMK rights offering expired at 5:00 p.m. New York City time, on June 5, 2020 and was fully subscribed with 29,594,089 shares of LSXMK issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. The proceeds from the LSXMK rights

offering, which aggregated approximately $754 million, were used to repay the outstanding balance on the Intergroup Loan and accrued interest.Ā 

During November 2022, the Board of Directors authorized management of the Company to pursue a plan to redeem each outstanding share of its Ā鶹app Braves common stock in exchange for one share of the corresponding series of common stock of a newly formed entity, Atlanta Braves Holdings, Inc. (the ā€œSplit-Offā€). Atlanta Braves Holdings, Inc. will be comprised of the businesses, assets and liabilities attributed to the Braves Group. The intergroup interests in the Braves Group attributed to the Ā鶹app SiriusXM Group and Formula One Group remaining immediately prior to the Split-Off, however, will be settled and extinguished in connection with the Split-Off.

Following the Split-Off, the Company intends to reclassify its then-outstanding shares of common stock into three new tracking stocks to be designated Ā鶹app SiriusXM common stock, Ā鶹app Formula One common stock and Ā鶹app Live common stock, and, in connection therewith, provide for the attribution of the businesses, assets and liabilities of the Companyā€™s remaining tracking stock groups among its newly created Ā鶹app SiriusXM Group, Formula One Group and Ā鶹app Live Group (the ā€œReclassificationā€).

The Split-Off and the Reclassification will be subject to various conditions. Both transactions will be conditioned on, among other things, certain requisite approvals of the holders of the Companyā€™s common stock and the receipt of opinions of tax counsel. In addition, the Split-Off will be conditioned on the requisite approval of Major League Baseball (ā€œMLBā€) and the receipt of an IRS ruling.Ā In addition, the Reclassification is dependent and conditioned on the approval and completion of the Split-Off, and will not be implemented unless the Split-Off is completed; however, the Split-Off is not dependent upon the approval of the Reclassification and may be implemented even if the Reclassification is not approved. Each of the Split-Off and the Reclassification is intended to be tax-free to stockholders of the Company. Subject to the satisfaction of the conditions, the Company expects to complete the Split-Off and the Reclassification in the first half of 2023.

See ExhibitĀ 99.1 to this Annual Report on FormĀ 10-K for unaudited attributed financial information for Ā鶹appā€™s tracking stock groups.