jvid视频 Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Tracking Stocks

Tracking Stocks	6 Months Ended
Jun. 30, 2023
Tracking Stocks	(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. While the Liberty SiriusXM Group, Liberty Braves Group (the 鈥淏raves Group鈥�) and the Liberty Formula One Group (the 鈥淔ormula One Group鈥�) had separate collections of businesses, assets and liabilities attributed to them, no group was a separate legal entity and therefore could not own assets, issue securities or enter into legally binding agreements. Therefore, the Liberty SiriusXM Group, Braves Group and Formula One Group did not represent separate legal entities, but rather represented those businesses, assets and liabilities that were 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 Liberty tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty 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 Liberty SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. As of June 30, 2023, the Liberty SiriusXM Group was comprised of Liberty鈥檚 interests in Sirius XM Holdings and Live Nation, corporate cash, Liberty鈥檚 1.375% Cash Convertible Senior Notes due 2023 (the 鈥淐onvertible Notes鈥�) and related financial instruments, Liberty鈥檚 3.75% Convertible Senior Notes due 2028, Liberty鈥檚 2.75% Exchangeable Senior Debentures due 2049, Liberty鈥檚 0.5% Exchangeable Senior Debentures due 2050 and margin loan obligations incurred by wholly-owned special purpose subsidiaries of Liberty. The Liberty SiriusXM Group retained intergroup interests in the Formula One Group and the Braves Group as of June 30, 2023. As of June 30, 2023, the Liberty SiriusXM Group had cash and cash equivalents of approximately $311 million, which included $51 million of subsidiary cash. During the six months ended June 30, 2023, Sirius XM Holdings declared quarterly dividends and paid in cash an aggregate amount of $188 million, of which Liberty received $155 million. On July 26, 2023, Sirius XM Holdings鈥� board of directors declared a quarterly dividend on its common stock in the amount of $0.0242 per share of common stock payable on August 30, 2023 to stockholders of record as of the close of business on August 8, 2023. The Liberty Braves common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group. As of June 30, 2023, 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. The Formula One Group and the Liberty SiriusXM Group retained intergroup interests in the Braves Group as of June 30, 2023. As of June 30, 2023, the Braves Group had cash and cash equivalents of approximately $131 million, which included $71 million of subsidiary cash. The Liberty Formula One common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group. As of June 30, 2023, the Formula One Group was comprised of all of the businesses, assets and liabilities of Liberty, other than those specifically attributed to the Braves Group or the Liberty SiriusXM Group, including Liberty鈥檚 interest in Formula 1, cash, an intergroup interest in the Braves Group and Liberty鈥檚 2.25% Convertible Senior Notes due 2027. The Liberty SiriusXM Group retained an intergroup interest in the Formula One Group as of June 30, 2023. As of June 30, 2023, the Formula One Group had cash and cash equivalents of approximately $1,489 million, which included $1,055 million of subsidiary cash. Subsequent to June 30, 2023, approximately $300 million of subsidiary cash was distributed to Liberty and attributed to the Formula One Group. During March 2023, the Formula One Group paid approximately $202 million to the Liberty SiriusXM Group to settle a portion of the intergroup interest in the Formula One Group held by the Liberty SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes, as described in note 7. The number of notional shares representing the intergroup interest in the Braves Group held by the Formula One Group was 6,792,903, representing an 11.0% intergroup interest at June 30, 2023. The number of notional shares representing the intergroup interest in the Braves Group held by the Liberty SiriusXM Group was 1,811,066, representing a 2.9% intergroup interest at June 30, 2023. The number of notional shares representing the intergroup interest in the Formula One Group held by the Liberty SiriusXM Group was 1,051,238, representing a 0.4% intergroup interest at June 30, 2023. The intergroup interests represented quasi-equity interests which were not represented by outstanding shares of common stock; rather, the Formula One Group and Liberty SiriusXM Group had attributed interests in the Braves Group, which were generally stated in terms of a number of shares of Liberty Braves common stock, and the Liberty SiriusXM Group also had an attributed interest in the Formula One Group, which was generally stated in terms of a number of shares of Liberty Formula One common stock. The intergroup interests could be settled, at the discretion of the board of directors of the Company (the 鈥淏oard of Directors鈥�), through a transfer of securities, cash and/or other assets from the Braves Group or Formula One Group to the respective tracking stock group. Accordingly, the Braves Group intergroup interests attributable to the Formula One Group and the Liberty SiriusXM Group were presented as assets of the Formula One Group and Liberty SiriusXM Group, respectively, and were presented as liabilities of the Braves Group. Similarly, the Formula One Group intergroup interest attributable to the Liberty SiriusXM Group was presented as an asset of the Liberty SiriusXM Group and was presented as a liability of the Formula One Group. The offsetting amounts between tracking stock groups were eliminated in consolidation. On July 12, 2023, the Formula One Group paid approximately $71 million to the Liberty SiriusXM Group to settle and extinguish the remaining intergroup interest in the Formula One Group held by the Liberty SiriusXM Group. See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Liberty's tracking stock groups. Transactions Subsequent to June 30, 2023 The Split-Off and the Reclassification (each as defined below) will be reflected in the Company鈥檚 financial statements on a prospective basis. 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, Inc. (鈥淎tlanta Braves Holdings鈥�). The Split-Off was accomplished by a redemption by the Company of each outstanding share of Liberty 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 Braves Group immediately prior to the Split-Off, except for the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and Formula One Group, which were settled and extinguished in connection with the Split-Off 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 Liberty Formula One common stock (the 鈥淔ormula One Distribution鈥�). Within one-year of the Split-Off, the Company intends to either exchange the shares of Atlanta Braves Holdings Series C common stock attributed to the Liberty SiriusXM Group with one or more third party lenders to satisfy certain debt obligations attributed to the Liberty SiriusXM Group or dispose of such shares in one or more public or private sale transactions. 聽 In connection with the Split-Off, Liberty and Atlanta Braves Holdings entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition. These agreements include a reorganization agreement, a services agreement, aircraft time sharing agreements, a facilities sharing agreement, a tax sharing agreement and a registration rights agreement. Under these various agreements, Atlanta Braves Holdings will reimburse the Company for direct, out-of-pocket expenses and will pay a services fee to Liberty (except with respect to the registration rights agreement for which there is no services fee). On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks 鈥� Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty 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 Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the 鈥淩eclassification鈥�). As a result of the Reclassification, each then-outstanding share of Liberty SiriusXM common stock was reclassified into one share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share of the corresponding series of Liberty Live common stock and each outstanding share of Liberty Formula One common stock was reclassified into one share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock. Following the Reclassification, (i) the Liberty SiriusXM Group is comprised of Liberty鈥檚 interest in Sirius XM Holdings, cash, the Convertible Notes and related financial instruments, Liberty鈥檚 3.75% Convertible Senior Notes due 2028, Liberty鈥檚 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by a wholly owned special purpose subsidiary of Liberty, shares of Atlanta Braves Holdings Series C common stock and certain other assets and liabilities previously attributed to the Liberty SiriusXM Group, (ii) the Liberty Live Group is comprised of Liberty鈥檚 interest in Live Nation, cash, certain public and private assets previously attributed to the Formula One Group, Liberty鈥檚 0.5% Exchangeable Senior Debentures due 2050 and a margin loan obligation incurred by a wholly owned special purpose subsidiary of Liberty and (iii) the Formula One Group is comprised of all of the businesses, assets and liabilities of Liberty, other than those specifically attributed to the Liberty SiriusXM Group or the Liberty Live Group, including Liberty鈥檚 interest in Formula 1, cash and Liberty鈥檚 2.25% Convertible Senior Notes due 2027. 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.

Tracking Stocks

6 Months Ended

Jun. 30, 2023

(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. While the Liberty SiriusXM Group, Liberty Braves Group (the 鈥淏raves Group鈥�) and the Liberty Formula One Group (the 鈥淔ormula One Group鈥�) had separate collections of businesses, assets and liabilities attributed to them, no group was a separate legal entity and therefore could not own assets, issue securities or enter into legally binding agreements. Therefore, the Liberty SiriusXM Group, Braves Group and Formula One Group did not represent separate legal entities, but rather represented those businesses, assets and liabilities that were 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 Liberty tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty 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 Liberty SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. As of June 30, 2023, the Liberty SiriusXM Group was comprised of Liberty鈥檚 interests in Sirius XM Holdings and Live Nation, corporate cash, Liberty鈥檚 1.375% Cash Convertible Senior Notes due 2023 (the 鈥淐onvertible Notes鈥�) and related financial instruments, Liberty鈥檚 3.75% Convertible Senior Notes due 2028, Liberty鈥檚 2.75% Exchangeable Senior Debentures due 2049, Liberty鈥檚 0.5% Exchangeable Senior Debentures due 2050 and margin loan obligations incurred by wholly-owned special purpose

subsidiaries of Liberty. The Liberty SiriusXM Group retained intergroup interests in the Formula One Group and the Braves Group as of June 30, 2023. As of June 30, 2023, the Liberty SiriusXM Group had cash and cash equivalents of approximately $311 million, which included $51 million of subsidiary cash. During the six months ended June 30, 2023, Sirius XM Holdings declared quarterly dividends and paid in cash an aggregate amount of $188 million, of which Liberty received $155 million. On July 26, 2023, Sirius XM Holdings鈥� board of directors declared a quarterly dividend on its common stock in the amount of $0.0242 per share of common stock payable on August 30, 2023 to stockholders of record as of the close of business on August 8, 2023.

The Liberty Braves common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group. As of June 30, 2023, 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. The Formula One Group and the Liberty SiriusXM Group retained intergroup interests in the Braves Group as of June 30, 2023. As of June 30, 2023, the Braves Group had cash and cash equivalents of approximately $131 million, which included $71 million of subsidiary cash.

The Liberty Formula One common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group. As of June 30, 2023, the Formula One Group was comprised of all of the businesses, assets and liabilities of Liberty, other than those specifically attributed to the Braves Group or the Liberty SiriusXM Group, including Liberty鈥檚 interest in Formula 1, cash, an intergroup interest in the Braves Group and Liberty鈥檚 2.25% Convertible Senior Notes due 2027. The Liberty SiriusXM Group retained an intergroup interest in the Formula One Group as of June 30, 2023. As of June 30, 2023, the Formula One Group had cash and cash equivalents of approximately $1,489 million, which included $1,055 million of subsidiary cash. Subsequent to June 30, 2023, approximately $300 million of subsidiary cash was distributed to Liberty and attributed to the Formula One Group.

During March 2023, the Formula One Group paid approximately $202 million to the Liberty SiriusXM Group to settle a portion of the intergroup interest in the Formula One Group held by the Liberty SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes, as described in note 7. The number of notional shares representing the intergroup interest in the Braves Group held by the Formula One Group was 6,792,903, representing an 11.0% intergroup interest at June 30, 2023. The number of notional shares representing the intergroup interest in the Braves Group held by the Liberty SiriusXM Group was 1,811,066, representing a 2.9% intergroup interest at June 30, 2023. The number of notional shares representing the intergroup interest in the Formula One Group held by the Liberty SiriusXM Group was 1,051,238, representing a 0.4% intergroup interest at June 30, 2023. The intergroup interests represented quasi-equity interests which were not represented by outstanding shares of common stock; rather, the Formula One Group and Liberty SiriusXM Group had attributed interests in the Braves Group, which were generally stated in terms of a number of shares of Liberty Braves common stock, and the Liberty SiriusXM Group also had an attributed interest in the Formula One Group, which was generally stated in terms of a number of shares of Liberty Formula One common stock. The intergroup interests could be settled, at the discretion of the board of directors of the Company (the 鈥淏oard of Directors鈥�), through a transfer of securities, cash and/or other assets from the Braves Group or Formula One Group to the respective tracking stock group. Accordingly, the Braves Group intergroup interests attributable to the Formula One Group and the Liberty SiriusXM Group were presented as assets of the Formula One Group and Liberty SiriusXM Group, respectively, and were presented as liabilities of the Braves Group. Similarly, the Formula One Group intergroup interest attributable to the Liberty SiriusXM Group was presented as an asset of the Liberty SiriusXM Group and was presented as a liability of the Formula One Group. The offsetting amounts between tracking stock groups were eliminated in consolidation. On July 12, 2023, the Formula One Group paid approximately $71 million to the Liberty SiriusXM Group to settle and extinguish the remaining intergroup interest in the Formula One Group held by the Liberty SiriusXM Group.

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

Transactions Subsequent to June 30, 2023

The Split-Off and the Reclassification (each as defined below) will be reflected in the Company鈥檚 financial statements on a prospective basis.

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, Inc. (鈥淎tlanta Braves Holdings鈥�). The Split-Off was accomplished by a redemption by the Company of each outstanding share of Liberty 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 Braves Group immediately prior to the Split-Off, except for the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and Formula One Group, which were settled and extinguished in connection with the Split-Off 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 Liberty Formula One common stock (the 鈥淔ormula One Distribution鈥�).

Within one-year of the Split-Off, the Company intends to either exchange the shares of Atlanta Braves Holdings Series C common stock attributed to the Liberty SiriusXM Group with one or more third party lenders to satisfy certain debt obligations attributed to the Liberty SiriusXM Group or dispose of such shares in one or more public or private sale transactions. 聽

In connection with the Split-Off, Liberty and Atlanta Braves Holdings entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition. These agreements include a reorganization agreement, a services agreement, aircraft time sharing agreements, a facilities sharing agreement, a tax sharing agreement and a registration rights agreement. Under these various agreements, Atlanta Braves Holdings will reimburse the Company for direct, out-of-pocket expenses and will pay a services fee to Liberty (except with respect to the registration rights agreement for which there is no services fee).

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

Following the Reclassification, (i) the Liberty SiriusXM Group is comprised of Liberty鈥檚 interest in Sirius XM Holdings, cash, the Convertible Notes and related financial instruments, Liberty鈥檚 3.75% Convertible Senior Notes due 2028, Liberty鈥檚 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by a wholly owned special purpose subsidiary of Liberty, shares of Atlanta Braves Holdings Series C common stock and certain other assets and liabilities previously attributed to the Liberty SiriusXM Group, (ii) the Liberty Live Group is

comprised of Liberty鈥檚 interest in Live Nation, cash, certain public and private assets previously attributed to the Formula One Group, Liberty鈥檚 0.5% Exchangeable Senior Debentures due 2050 and a margin loan obligation incurred by a wholly owned special purpose subsidiary of Liberty and (iii) the Formula One Group is comprised of all of the businesses, assets and liabilities of Liberty, other than those specifically attributed to the Liberty SiriusXM Group or the Liberty Live Group, including Liberty鈥檚 interest in Formula 1, cash and Liberty鈥檚 2.25% Convertible Senior Notes due 2027.

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.