쮸떴app Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Tracking Stocks

Tracking Stocks	12 Months Ended
Dec. 31, 2019
Tracking Stocks	(2)혻혻Tracking Stocks During November 2015, 쮸떴app�셲 board of directors authorized management to pursue a reclassification of the Company�셲 common stock into three new tracking stock groups, one to be designated as the 쮸떴app Braves common stock, one to be designated as the 쮸떴app Media common stock and one to be designated as the 쮸떴app SiriusXM common stock (the �쏳ecapitalization��), and to cause to be distributed subscription rights related to the 쮸떴app Braves common stock following the creation of the new tracking stocks. The Recapitalization was completed on April혻15, 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, April혻18, 2016. In the Recapitalization, each issued and outstanding share of 쮸떴app common stock was reclassified and exchanged for (a)혻1 share of the corresponding series of 쮸떴app SiriusXM common stock, (b)혻0.1 of a share of the corresponding series of 쮸떴app Braves common stock and (c)혻0.25 of a share of the corresponding series of 쮸떴app Formula One common stock on April혻15, 2016. Cash was paid in lieu of the issuance of any fractional shares. In May 2016, the IRS completed its review of the Recapitalization and notified 쮸떴app that it agreed with the nontaxable characterization of the transaction. Following the creation of the tracking stocks, Series혻A, Series혻B and Series혻C 쮸떴app SiriusXM common stock trade under the symbols LSXMA/B/K, respectively; Series혻A, Series혻B and Series혻C 쮸떴app Braves common stock trade or are quoted under the symbols BATRA/B/K respectively; and Series혻A, Series혻B and Series혻C 쮸떴app Media common stock traded or were quoted under the symbols LMCA/B/K, respectively. Shortly following the Second Closing (as defined below) of the acquisition of Formula혻1, the 쮸떴app Media Group and 쮸떴app Media common stock were renamed the 쮸떴app Formula One Group (the �쏤ormula One Group��) and the 쮸떴app Formula One common stock, respectively, and the corresponding ticker symbols for the Series혻A, Series혻B and Series혻C 쮸떴app Media common stock were changed to FWONA/B/K, respectively. Each series (Series혻A, Series혻B and Series혻C) of the 쮸떴app SiriusXM common stock trades on the Nasdaq Global Select Market. Series혻A and Series혻C 쮸떴app Braves common stock trade on the Nasdaq Global Select Stock Market and Series혻B 쮸떴app Braves common stock is quoted on the OTC Markets. Series혻A and Series혻C 쮸떴app Formula One common stock continue to trade on the Nasdaq Global Select Market and the Series혻B 쮸떴app Formula One common stock continues to be quoted on the OTC Markets. Although the Second Closing, and the corresponding tracking stock name and the ticker symbol change, were not completed until January혻23 and 24, 2017, respectively, historical information of the 쮸떴app Media Group and 쮸떴app Media common stock is referred to herein as the Formula One Group and 쮸떴app Formula One common stock, respectively. In addition, following the creation of the new tracking stocks, 쮸떴app distributed to holders of its 쮸떴app Braves common stock subscription rights to acquire shares of Series혻C 쮸떴app Braves common stock in order to raise capital to repay an intergroup note and for working capital purposes.혻In the rights distribution, 쮸떴app distributed 0.47 of a Series혻C 쮸떴app Braves subscription right for each share of Series혻A, Series혻B or Series혻C 쮸떴app Braves common stock held as of 5:00 p.m., New York City time, on May혻16, 2016. Fractional Series혻C 쮸떴app Braves subscription rights were rounded up to the nearest whole right. Each whole Series혻C 쮸떴app Braves subscription right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of 쮸떴app�셲 Series혻C 쮸떴app 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 Series혻C 쮸떴app Braves common stock for the 18-day trading period ending on May혻11, 2016. Each Series혻C 쮸떴app Braves subscription right also entitled the holder to subscribe for additional shares of Series혻C 쮸떴app Braves common stock that were unsubscribed for in the rights offering pursuant to an oversubscription privilege. The rights offering commenced on May혻18, 2016, which was also the ex-dividend date for the distribution of the Series혻C 쮸떴app Braves subscription rights. The rights offering expired at 5:00 p.m. New York City time, on June혻16, 2016 and was fully subscribed with 15,833,634 shares of Series혻C 쮸떴app Braves common stock issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. Approximately $150혻million of the proceeds from the rights offering were used to repay the outstanding balance on an intergroup note and accrued interest to 쮸떴app.혻The remaining proceeds were used for development costs attributed to the Braves Group. In September 2016, the IRS completed its review of the distribution of the Series혻C 쮸떴app Braves subscription rights and notified 쮸떴app that it agreed with the nontaxable characterization of the distribution. Additionally, as a result of the Recapitalization, 쮸떴app�셲 1.375% Cash Convertible Senior Notes due 2023 are now 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 Series혻A 쮸떴app common stock was reclassified (the �쏶ecurities Basket��). The Series혻A 쮸떴app Braves common stock component of the Securities Basket was subsequently adjusted pursuant to anti-dilution adjustments arising out of the distribution of subscription rights to purchase shares of Series혻C 쮸떴app Braves common stock made to all holders of 쮸떴app Braves common stock. Furthermore, the Company entered into amended agreements with the counterparties with regard the Recapitalization-related adjustments to the outstanding Series혻A 쮸떴app common stock warrants as well as the outstanding cash convertible note hedges and purchased call options. See note혻9 for a more detailed discussion of the amendments made to these financial instruments as a result of the Recapitalization. As discussed in more detail in note혻5, on September혻7, 2016 쮸떴app, through its indirect wholly owned subsidiary 쮸떴app GR Cayman Acquisition Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco. The transactions contemplated by the first purchase agreement were completed on September혻7, 2016, resulting in the acquisition of slightly less than a 20% minority stake in Formula혻1 on an undiluted basis. On October혻27, 2016 under the terms of the first purchase agreement, 쮸떴app acquired an additional incremental equity interest of Delta Topco, maintaining 쮸떴app�셲 investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. 쮸떴app�셲 interest in Delta Topco and by extension Formula혻1 is attributed to the 쮸떴app Formula One Group (the �쏤ormula One Group��). 쮸떴app acquired 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain Formula혻1 teams, in a closing under the second purchase agreement (following the unwind of the first purchase agreement) on January혻23, 2017 (the �쏶econd Closing��). 쮸떴app�셲 acquired interest in Formula혻1, along with existing Formula혻1 cash and debt (which is non-recourse to 쮸떴app), is attributed to the Formula One Group. A tracking stock is a type of common stock that the issuing company intends to reflect or �쐔rack�� the economic performance of a particular business or �쐅roup,�� rather than the economic performance of the company as a whole. While the 쮸떴app SiriusXM Group, 쮸떴app Braves Group (the �쏝raves 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 쮸떴app 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�셲 stock or assets and therefore, do not own, by virtue of their ownership of a 쮸떴app tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings or Live Nation, in which 쮸떴app holds an interest and that is attributed to a 쮸떴app tracking stock group, such as the 쮸떴app 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 쮸떴app SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 쮸떴app SiriusXM Group: its subsidiary Sirius XM Holdings, corporate cash, 쮸떴app�셲 2.125% Exchangeable Senior Debentures due 2048, 쮸떴app�셲 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of 쮸떴app. The Formula One Group holds an intergroup interest in the 쮸떴app SiriusXM Group. As of December혻31, 2019, the 쮸떴app SiriusXM Group has cash and cash equivalents of approximately $493혻million, which includes $106혻million of subsidiary cash. The 쮸떴app Braves common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group: its subsidiary, Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (�쏛NLBC�� or the �쏛tlanta Braves��) and certain assets and liabilities associated with ANLBC�셲 stadium and mixed use development project (the �쏡evelopment Project��) and cash. The Formula One Group holds an intergroup interest in the Braves Group. As of December혻31, 2019, the Braves Group has cash and cash equivalents of approximately $142혻million, which includes $59혻million of subsidiary cash. The 쮸떴app 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 include all of the businesses, assets and liabilities of 쮸떴app other than those specifically attributed to the Braves Group or the 쮸떴app SiriusXM Group, including 쮸떴app�셲 interests in Formula혻1 and Live Nation, cash, intergroup interests in the 쮸떴app SiriusXM Group and the Braves Group, 쮸떴app�셲 1.375% Cash Convertible Notes due 2023 and related financial instruments, 쮸떴app�셲 1% Cash Convertible Notes due 2023, 쮸떴app�셲 2.25% Exchangeable Senior Debentures due 2046 and 쮸떴app�셲 2.25% Exchangeable Senior Debentures due 2048. As of December혻31, 2019, the Formula One Group has cash and cash equivalents of approximately $587혻million, which includes $402혻million of subsidiary cash. 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 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 December혻31, 2019. In addition, during the fourth quarter of 2019, the Formula One Group began purchasing shares of 쮸떴app 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 쮸떴app SiriusXM Group. The intergroup interests represent quasi-equity interests which are not represented by outstanding shares of common stock; rather, the Formula One Group has attributed interests in the Braves Group and the 쮸떴app SiriusXM Group which are generally stated in terms of a number of shares of 쮸떴app Braves common stock and 쮸떴app Sirius XM common stock, respectively, issuable to the Formula One Group with respect to its interests in the Braves Group and 쮸떴app SiriusXM Group, respectively. The intergroup interests may be settled, at the discretion of the Company�셲 board of directors, through the transfer of newly issued shares of 쮸떴app Braves common stock and 쮸떴app SiriusXM common stock, respectively, cash and/or other assets to the Formula One Group. Accordingly, the intergroup interests attributable to the Formula One Group are presented as assets and the intergroup interests attributable to the Braves Group and 쮸떴app SiriusXM Group are presented as liabilities in the attributed financial statements and the offsetting amounts between tracking stock groups are eliminated in consolidation. The intergroup interests will remain outstanding until the cancellation of the outstanding interests, at the discretion of the Company�셲 board of directors, through transfer of securities, cash and/or other assets from the Braves Group or 쮸떴app SiriusXM Group, respectively, to the Formula One Group. See Exhibit혻99.1 to this Annual Report on Form혻10-K for unaudited attributed financial information for 쮸떴app�셲 tracking stock groups.

Tracking Stocks

12 Months Ended

Dec. 31, 2019

(2)혻혻Tracking Stocks

During November 2015, 쮸떴app�셲 board of directors authorized management to pursue a reclassification of the Company�셲 common stock into three new tracking stock groups, one to be designated as the 쮸떴app Braves common stock, one to be designated as the 쮸떴app Media common stock and one to be designated as the 쮸떴app SiriusXM common stock (the �쏳ecapitalization��), and to cause to be distributed subscription rights related to the 쮸떴app Braves common stock following the creation of the new tracking stocks.

The Recapitalization was completed on April혻15, 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, April혻18, 2016. In the Recapitalization, each issued and outstanding share of 쮸떴app common stock was reclassified and exchanged for (a)혻1 share of the corresponding series of 쮸떴app SiriusXM common stock, (b)혻0.1 of a share of the corresponding series of 쮸떴app Braves common stock and (c)혻0.25 of a share of the corresponding series of 쮸떴app Formula One common stock on April혻15, 2016. Cash was paid in lieu of the issuance of any fractional shares. In May 2016, the IRS completed its review of the Recapitalization and notified 쮸떴app that it agreed with the nontaxable characterization of the transaction.

Following the creation of the tracking stocks, Series혻A, Series혻B and Series혻C 쮸떴app SiriusXM common stock trade under the symbols LSXMA/B/K, respectively; Series혻A, Series혻B and Series혻C 쮸떴app Braves common stock trade or are quoted under the symbols BATRA/B/K respectively; and Series혻A, Series혻B and Series혻C 쮸떴app Media common stock traded or were quoted under the symbols LMCA/B/K, respectively. Shortly following the Second Closing (as defined below) of the acquisition of Formula혻1, the 쮸떴app Media Group and 쮸떴app Media common stock were renamed the 쮸떴app Formula One Group (the �쏤ormula One Group��) and the 쮸떴app Formula One common stock, respectively, and the corresponding ticker symbols for the Series혻A, Series혻B and Series혻C 쮸떴app Media common stock were changed to FWONA/B/K, respectively. Each series (Series혻A, Series혻B and Series혻C) of the 쮸떴app SiriusXM common stock trades on the Nasdaq Global Select Market. Series혻A and Series혻C 쮸떴app Braves common stock trade on the Nasdaq Global Select Stock Market and Series혻B 쮸떴app Braves common stock is quoted on the OTC Markets. Series혻A and Series혻C 쮸떴app Formula One common stock continue to trade on the Nasdaq Global Select Market and the Series혻B 쮸떴app Formula One common stock continues to be quoted on the OTC Markets. Although the Second Closing, and the corresponding tracking stock name and the ticker symbol change, were not completed until January혻23 and 24, 2017, respectively, historical information of the 쮸떴app Media Group and 쮸떴app Media common stock is referred to herein as the Formula One Group and 쮸떴app Formula One common stock, respectively.

In addition, following the creation of the new tracking stocks, 쮸떴app distributed to holders of its 쮸떴app Braves common stock subscription rights to acquire shares of Series혻C 쮸떴app Braves common stock in order to raise capital to repay an intergroup note and for working capital purposes.혻In the rights distribution, 쮸떴app distributed 0.47 of a Series혻C 쮸떴app Braves subscription right for each share of Series혻A, Series혻B or Series혻C 쮸떴app Braves common stock held as of 5:00 p.m., New York City time, on May혻16, 2016. Fractional Series혻C 쮸떴app Braves subscription rights were rounded up to the nearest whole right. Each whole Series혻C 쮸떴app Braves subscription right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of 쮸떴app�셲 Series혻C 쮸떴app 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 Series혻C 쮸떴app Braves common stock for the 18-day trading period ending on May혻11, 2016. Each Series혻C 쮸떴app Braves subscription right also entitled the holder to subscribe for additional shares of Series혻C 쮸떴app Braves common

stock that were unsubscribed for in the rights offering pursuant to an oversubscription privilege. The rights offering commenced on May혻18, 2016, which was also the ex-dividend date for the distribution of the Series혻C 쮸떴app Braves subscription rights. The rights offering expired at 5:00 p.m. New York City time, on June혻16, 2016 and was fully subscribed with 15,833,634 shares of Series혻C 쮸떴app Braves common stock issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. Approximately $150혻million of the proceeds from the rights offering were used to repay the outstanding balance on an intergroup note and accrued interest to 쮸떴app.혻The remaining proceeds were used for development costs attributed to the Braves Group. In September 2016, the IRS completed its review of the distribution of the Series혻C 쮸떴app Braves subscription rights and notified 쮸떴app that it agreed with the nontaxable characterization of the distribution.

Additionally, as a result of the Recapitalization, 쮸떴app�셲 1.375% Cash Convertible Senior Notes due 2023 are now 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 Series혻A 쮸떴app common stock was reclassified (the �쏶ecurities Basket��). The Series혻A 쮸떴app Braves common stock component of the Securities Basket was subsequently adjusted pursuant to anti-dilution adjustments arising out of the distribution of subscription rights to purchase shares of Series혻C 쮸떴app Braves common stock made to all holders of 쮸떴app Braves common stock. Furthermore, the Company entered into amended agreements with the counterparties with regard the Recapitalization-related adjustments to the outstanding Series혻A 쮸떴app common stock warrants as well as the outstanding cash convertible note hedges and purchased call options. See note혻9 for a more detailed discussion of the amendments made to these financial instruments as a result of the Recapitalization.

As discussed in more detail in note혻5, on September혻7, 2016 쮸떴app, through its indirect wholly owned subsidiary 쮸떴app GR Cayman Acquisition Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco. The transactions contemplated by the first purchase agreement were completed on September혻7, 2016, resulting in the acquisition of slightly less than a 20% minority stake in Formula혻1 on an undiluted basis. On October혻27, 2016 under the terms of the first purchase agreement, 쮸떴app acquired an additional incremental equity interest of Delta Topco, maintaining 쮸떴app�셲 investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. 쮸떴app�셲 interest in Delta Topco and by extension Formula혻1 is attributed to the 쮸떴app Formula One Group (the �쏤ormula One Group��). 쮸떴app acquired 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain Formula혻1 teams, in a closing under the second purchase agreement (following the unwind of the first purchase agreement) on January혻23, 2017 (the �쏶econd Closing��). 쮸떴app�셲 acquired interest in Formula혻1, along with existing Formula혻1 cash and debt (which is non-recourse to 쮸떴app), is attributed to the Formula One Group.

A tracking stock is a type of common stock that the issuing company intends to reflect or �쐔rack�� the economic performance of a particular business or �쐅roup,�� rather than the economic performance of the company as a whole. While the 쮸떴app SiriusXM Group, 쮸떴app Braves Group (the �쏝raves 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 쮸떴app 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�셲 stock or assets and therefore, do not own, by virtue of their ownership of a 쮸떴app tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings or Live Nation, in which 쮸떴app holds an interest and that is attributed to a 쮸떴app tracking stock group, such as the 쮸떴app 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 쮸떴app SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 쮸떴app SiriusXM Group: its subsidiary Sirius XM Holdings, corporate

cash, 쮸떴app�셲 2.125% Exchangeable Senior Debentures due 2048, 쮸떴app�셲 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of 쮸떴app. The Formula One Group holds an intergroup interest in the 쮸떴app SiriusXM Group. As of December혻31, 2019, the 쮸떴app SiriusXM Group has cash and cash equivalents of approximately $493혻million, which includes $106혻million of subsidiary cash.

The 쮸떴app Braves common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group: its subsidiary, Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (�쏛NLBC�� or the �쏛tlanta Braves��) and certain assets and liabilities associated with ANLBC�셲 stadium and mixed use development project (the �쏡evelopment Project��) and cash. The Formula One Group holds an intergroup interest in the Braves Group. As of December혻31, 2019, the Braves Group has cash and cash equivalents of approximately $142혻million, which includes $59혻million of subsidiary cash.

The 쮸떴app 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 include all of the businesses, assets and liabilities of 쮸떴app other than those specifically attributed to the Braves Group or the 쮸떴app SiriusXM Group, including 쮸떴app�셲 interests in Formula혻1 and Live Nation, cash, intergroup interests in the 쮸떴app SiriusXM Group and the Braves Group, 쮸떴app�셲 1.375% Cash Convertible Notes due 2023 and related financial instruments, 쮸떴app�셲 1% Cash Convertible Notes due 2023, 쮸떴app�셲 2.25% Exchangeable Senior Debentures due 2046 and 쮸떴app�셲 2.25% Exchangeable Senior Debentures due 2048. As of December혻31, 2019, the Formula One Group has cash and cash equivalents of approximately $587혻million, which includes $402혻million of subsidiary cash.

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 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 December혻31, 2019. In addition, during the fourth quarter of 2019, the Formula One Group began purchasing shares of 쮸떴app 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 쮸떴app SiriusXM Group. The intergroup interests represent quasi-equity interests which are not represented by outstanding shares of common stock; rather, the Formula One Group has attributed interests in the Braves Group and the 쮸떴app SiriusXM Group which are generally stated in terms of a number of shares of 쮸떴app Braves common stock and 쮸떴app Sirius XM common stock, respectively, issuable to the Formula One Group with respect to its interests in the Braves Group and 쮸떴app SiriusXM Group, respectively. The intergroup interests may be settled, at the discretion of the Company�셲 board of directors, through the transfer of newly issued shares of 쮸떴app Braves common stock and 쮸떴app SiriusXM common stock, respectively, cash and/or other assets to the Formula One Group. Accordingly, the intergroup interests attributable to the Formula One Group are presented as assets and the intergroup interests attributable to the Braves Group and 쮸떴app SiriusXM Group are presented as liabilities in the attributed financial statements and the offsetting amounts between tracking stock groups are eliminated in consolidation. The intergroup interests will remain outstanding until the cancellation of the outstanding interests, at the discretion of the Company�셲 board of directors, through transfer of securities, cash and/or other assets from the Braves Group or 쮸떴app SiriusXM Group, respectively, to the Formula One Group.

See Exhibit혻99.1 to this Annual Report on Form혻10-K for unaudited attributed financial information for 쮸떴app�셲 tracking stock groups.