午夜寻花 Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Earnings Attributable to 午夜寻花 Stockholders Per Common Share

Earnings Attributable to 午夜寻花 Stockholders Per Common Share

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

听

Earnings Attributable to 午夜寻花 Stockholders Per Common Share

(5)听听听Earnings Attributable to 午夜寻花 Stockholders Per Common Share

Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (鈥淲ASO鈥�) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented, including any necessary adjustments to earnings (loss) attributable to shareholders.

As discussed in note 2, on April 15, 2016, the Company completed a recapitalization of its common stock into three new tracking stock groups, one designated as the 午夜寻花 SiriusXM common stock, one designated as the 午夜寻花 Braves common stock and one designated as the 午夜寻花 Media common stock. As further discussed in note 2, the 午夜寻花 Media common stock was renamed 午夜寻花 Formula One common stock on January 24, 2017 shortly after the Second Closing. The operating results prior to the Recapitalization are attributed to 午夜寻花 stockholders in the aggregate, and the operating results subsequent to the Recapitalization are attributed to the respective tracking stock groups.

Excluded from diluted EPS for the three months ended March 31, 2017 are approximately 21 million potentially dilutive shares of Series A 午夜寻花 SiriusXM common stock, 2 million potentially dilutive shares of Series A 午夜寻花 Braves common stock and 8 million potentially dilutive shares of Series A 午夜寻花 Formula One common stock, primarily due to warrants issued in connection with the Bond Hedge Transaction (note 10), because their inclusion would be antidilutive. The Amended Warrant Transactions (note 10) may have a dilutive effect with respect to the shares comprising the Securities Basket underlying the warrants to the extent that the settlement price exceeds the strike price of the warrants, and the warrants are settled in shares comprising such Securities Basket. The warrants and any potential future settlement have been attributed to the Formula One Group. 听Additionally, the Delta Topco Exchangeable Notes may have a dilutive effect to the extent that the settlement price exceeds the strike price of the notes, and the Delta Topco Exchangeable Notes are settled in shares of Series C 午夜寻花 Formula One common stock. 听

Series听A, Series听B and Series C 午夜寻花 Common Stock

The basic and diluted EPS calculations are based on the following weighted average outstanding shares of common stock.听

听

听	听	听	听	听	听
听	听	午夜寻花听Media Corporation Common听Stock			听
听	听	Three听months	听	Three听months	听
听	听	ended	听	ended	听
听	听听听听	March 31, 2017	听听听听	March 31, 2016	听
听	听	numbers听of听shares听in听millions			听
Basic WASO	听	NA	听	335	听
Potentially dilutive shares	听	NA	听	听2	听
Diluted WASO	听	NA	听	337	听

Series听A, Series听B and Series C 午夜寻花 SiriusXM Common Stock

The basic and diluted EPS calculations are based on the following weighted average outstanding shares of common stock.听

听

听	听	听	听	听	听
听	听	午夜寻花听SiriusXM Common听Stock			听
听	听	Three听months	听	Three听months	听
听	听	ended	听	ended	听
听	听听听听	March 31, 2017	听听听听	March 31, 2016	听
听	听	numbers听of听shares听in听millions			听
Basic WASO	听	335	听	NA	听
Potentially dilutive shares	听	听4	听	NA	听
Diluted WASO	听	339	听	NA	听

Series听A, Series听B and Series C 午夜寻花 Braves Common Stock

The basic and diluted EPS calculations are based on the following weighted average outstanding shares of common stock.听

听	听	听	听	听	听
听	听	午夜寻花听Braves Common听Stock			听
听	听	Three听months	听	Three听months	听
听	听	ended	听	ended	听
听	听听听听	March 31, 2017 (a)(b)	听听听听	March 31, 2016	听
听	听	numbers听of听shares听in听millions			听
Basic WASO	听	49	听	NA	听
Potentially dilutive shares	听	10	听	NA	听
Diluted WASO	听	59	听	NA	听

(a)

Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.

(b)

As discussed in note 2, following the Recapitalization and Series听C 午夜寻花 Braves common stock rights offering, the number of notional shares representing the听Formula One Group鈥檚 intergroup interest in the Braves Group was adjusted to 9,084,940 shares. The intergroup interest is a quasi-equity interest which is not represented by outstanding shares of common stock; rather, the Formula One Group has an attributed value in the Braves Group which is generally stated in terms of a number of shares of stock issuable to the Formula One Group with respect to its interest in the Braves Group. Each reporting period, the notional shares representing the intergroup interest are marked to fair value. As the notional shares underlying the intergroup interest are not represented by outstanding shares of common stock, such shares have not been officially designated Series A, B or C 午夜寻花 Braves common stock. However, 午夜寻花 has assumed that the notional shares (if and when issued) would be comprised of Series C 午夜寻花 Braves common stock in order to not dilute voting percentages. Therefore, the market price of Series C 午夜寻花 Braves common stock is used for the quarterly mark-to-market adjustment through the unaudited attributed condensed consolidated statements of operations. The notional shares representing the intergroup interest have no impact on the basic earnings per share weighted average number of shares outstanding. However, the notional shares representing the intergroup interest are included in the diluted earnings per share WASO as if the shares had been issued and outstanding during the period. An adjustment is also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interest to fair value during the period as follows:

听	听	听	听	听	听
听	听	Three听months	听	Three听months	听
听	听	ended	听	ended	听
听	听	March 31, 2017	听听听听	March 31, 2016	听
听	听听听听	amounts听in听millions			听
Basic earnings (loss) attributable to 午夜寻花 Braves shareholders	$	(49)	听	NA	听
Unrealized (gain) loss on the intergroup interest	听	28	听	NA	听
Diluted earnings (loss) attributable to 午夜寻花 Braves shareholders	$	(21)	听	NA	听
听	听	听	听	听	听

Series听A, Series听B and Series C 午夜寻花 Formula One Common Stock

The basic and diluted EPS calculations are based on the following weighted average outstanding shares of common stock.听

听	听	听	听	听	听
听	听	午夜寻花听Formula One Common听Stock			听
听	听	Three听months	听	Three听months	听
听	听	ended	听	ended	听
听	听听听听	March 31, 2017	听听听听	March 31, 2016	听
Basic WASO	听	numbers听of听shares听in听millions			听
Potentially dilutive shares	听	173	听	NA	听
Diluted WASO	听	听6	听	NA	听
听	听	179	听	NA	听

听