Tracking Stock
What is a tracking stock?
A tracking stock is a special class of equity issued by a parent company that is tied to the financial performance of a specific business segment or division. Tracking shares trade separately from the parent company’s common stock, allowing investors to gain exposure to one part of a larger business while the parent retains operational control.
How tracking stocks work
- The parent company separates the revenue and expenses of the tracked division in its financial reporting, creating a distinct set of financials for that segment.
- Tracking shares are registered and reported similarly to common stock under U.S. securities regulations.
- Market performance of the tracking stock is driven largely by the results of the tracked division rather than the parent company’s overall performance.
- Despite the separate trading and reporting, the tracked division typically remains under the parent company’s management and legal umbrella.
Benefits for investors
- Targeted exposure: Investors can buy into the most attractive or high-growth part of a diversified company without purchasing the entire conglomerate.
- Potential for higher returns: If the tracked segment outperforms the rest of the company, the tracking stock can appreciate independently.
- Choice by risk profile: Investors can select segments that better match their risk tolerance or investment thesis.
Risks for investors
- Limited governance rights: Tracking shares often carry limited or no voting rights, so shareholders have little direct influence on the tracked division’s management.
- Bankruptcy and creditor risk: If the parent company faces bankruptcy, creditors may have claims on the tracked division’s assets because the segment typically remains part of the parent’s legal entity.
- Performance dependence: A tracking stock can decline if its segment underperforms, even if other parts of the parent company are doing well.
- Parent-company exposure: Because the parent retains control, decisions by corporate management may not align with tracking shareholders’ interests.
Benefits for companies
- Capital raising: Issuing tracking stock can raise funds for the parent company without creating a separate legal entity. Proceeds can pay down debt or support growth.
- Market feedback: Separate trading provides a market signal of investor interest in a particular business line, which can inform strategic decisions.
- Simpler than a spinoff: Tracking stocks avoid the need to set up an independent board and separate corporate structure.
Risks and drawbacks for companies
- Perception of divestiture: Issuing tracking shares may be viewed as carving off the best assets, potentially hurting the parent’s valuation.
- Complexity in reporting and investor relations: Maintaining separate financials and communicating two market valuations can increase administrative and disclosure burdens.
- Limited insulation: Because the tracked segment usually remains legally part of the parent, it may not be protected from parent-level liabilities.
Example: Disney’s Go.com
In 1999, The Walt Disney Company issued a tracking stock for its internet unit, Go.com, which included sites such as ESPN.com and ABCNews.com. The tracking stock traded under the ticker GO. After the dot-com bust, Disney closed Go.com in 2001, laid off staff, and retired the tracking stock.
Key takeaways
- Tracking stocks let investors target a specific division within a larger company while the parent keeps operational control.
- They offer focused exposure and capital-raising benefits but commonly come with limited voting rights and legal exposure to parent-company creditors.
- Tracking stocks gained prominence in the late 1990s and remain a less common, specialized tool for corporate finance and investor allocation.