Ā鶹app

(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 ā€œSplit-Offā€) of its wholly owned subsidiary, Atlanta Braves Holdings. The Split-Off was accomplished by a redemption by the Company of each outstanding share of Ā鶹app 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 Ā鶹app Braves Group (the ā€œBraves Groupā€) immediately prior to the Split-Off, except for the intergroup interests in the Braves Group attributed to the Ā鶹app 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 ā€” Ā鶹app SiriusXM common stock, Ā鶹app Formula One common stock and Ā鶹app Live common stock, and, in

connection therewith, provided 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, Ā鶹app Formula One Group (the ā€œFormula One Groupā€) and Ā鶹app Live Group (the ā€œReclassificationā€). As a result of the Reclassification, each then-outstanding share of Ā鶹app SiriusXM common stock was reclassified into one share of the corresponding series of new Ā鶹app SiriusXM common stock and 0.2500 of a share of the corresponding series of Ā鶹app Live common stock and each outstanding share of Ā鶹app Formula One common stock was reclassified into one share of the corresponding series of new Ā鶹app Formula One common stock and 0.0428 of a share of the corresponding series of Ā鶹app 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 Companyā€™s consolidated financial statements on a prospective basis.

While the Ā鶹app SiriusXM Group, the Formula One Group and the Ā鶹app 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 Ā鶹app tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings, in which Ā鶹app holds an interest that is attributed to a Ā鶹app tracking stock group, 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.

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. As of September 30, 2023, the Ā鶹app SiriusXM Group is comprised of Ā鶹appā€™s interest in Sirius XM Holdings, corporate cash, Ā鶹appā€™s 1.375% Cash Convertible Senior Notes due 2023 (the ā€œConvertible Notesā€) and related financial instruments, Ā鶹appā€™s 3.75% Convertible Senior Notes due 2028, Ā鶹appā€™s 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Ā鶹app and an interest in Atlanta Braves Holdings related to the settlement of Ā鶹app SiriusXM Groupā€™s intergroup interest in the Braves Group, detailed below. As of September 30, 2023, the Ā鶹app 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 Ā鶹app received $233 million. On October 25, 2023, Sirius XM Holdingsā€™ 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 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. As of September 30, 2023, the Formula One Group is comprised of Ā鶹appā€™s interest in Formula 1, cash and Ā鶹appā€™s 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 Ā鶹app Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Ā鶹app Live Group. As of September 30, 2023, the Ā鶹app Live Group is comprised of all of the businesses, assets and liabilities of Ā鶹app, other than those specifically attributed to the Ā鶹app SiriusXM Group or the Formula One Group, including Ā鶹appā€™s interest in Live Nation, cash, certain public and private assets previously attributed to the Formula One Group, Ā鶹appā€™s 2.375% Exchangeable Senior Debentures due 2053, Ā鶹appā€™s 0.5% Exchangeable Senior Debentures due 2050 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Ā鶹app.

Prior to the Split-Off, the Ā鶹app 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 (ā€œANLBCā€ or the ā€œAtlanta Bravesā€), certain assets and liabilities associated with ANLBCā€™s stadium (the ā€œStadiumā€) and a mixed-use development around the Stadium that features retail, office, hotel and entertainment opportunities (the ā€œMixed-Use Developmentā€) 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 Ā鶹app SiriusXM Group and 4,165,288 notional shares represented a 1.7% intergroup interest in the Formula One Group previously held by the Ā鶹app SiriusXM Group.

During March 2023, the Formula One Group paid approximately $202 million to the Ā鶹app SiriusXM Group to settle a portion of the intergroup interest in the Formula One 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 7. On July 12, 2023, the Formula One Group paid approximately $71 million to the Ā鶹app SiriusXM Group to settle and extinguish the remaining intergroup interest in the Formula One Group held by the Ā鶹app SiriusXM Group.

In connection with the Split-Off, the intergroup interests in the Braves Group attributed to the Ā鶹app 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 Ā鶹app Formula One common stock (the ā€œFormula One Distributionā€). Within one-year of the Split-Off, Ā鶹app intends to either exchange the shares of Atlanta Braves Holdings Series C common stock attributed to the Ā鶹app SiriusXM Group with one or more third party lenders to satisfy certain debt obligations attributed to the Ā鶹app SiriusXM Group or dispose of such shares in one or more public or private sale transactions. Ģż

See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Ā鶹app's tracking stock groups.