(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ~~“large~~"large accelerated filer,~~” “accelerated~~" "accelerated filer,~~” “smaller~~" "smaller reporting company,”" and ~~“emerging~~"emerging growth ~~company”~~company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 5, 2021,~~July 31, 2022, there were ~~264,109,869~~285,838,306 shares of the registrant’s Class A common stock outstanding, ~~187,258,129~~183,847,173 shares of the registrant’s Class X common stock outstanding and ~~238,154,296~~235,001,875 shares of the registrant’s Class Y common stock outstanding.

This Quarterly Report on Form 10-Q (the ~~“Quarterly Report”~~"Quarterly Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the ~~“Securities Act”~~"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the ~~“Exchange Act”~~"Exchange Act"). All statements other than statements of present and historical facts contained in this Quarterly Report, including without limitation, statements regarding our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, future events or expected performance, are forward-looking statements.

Without limiting the foregoing, you can generally identify forward-looking statements by the use of forward-looking terminology, including the terms "aim," "anticipate," "believe," "could," "mission," “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “target,” “predict,” “potential,” “contemplate,”"may," "will," "should," "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," "target," "predict," "potential," "contemplate," or, in each case, their negative, or other ~~,variations~~variations or comparable terminology and expressions. The forward-looking statements in this Quarterly Report are only predictions and are based on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to:

These risks could cause actual results to differ materially from those implied by forward-looking statements in this Quarterly Report. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods.

You should read this Quarterly Report and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we have no obligation to update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

As used in this Quarterly Report, unless we state otherwise or the context otherwise requires:

CONSOLIDATED STATEMENTS OF REDEEMABLE INTERESTS AND SHAREHOLDERS’~~/ MEMBERS’~~ EQUITY

CONSOLIDATED STATEMENTS OF REDEEMABLE INTERESTS AND ~~SHAREHOLDERS’/ MEMBERS’~~MEMBERS' EQUITY

~~CONSOLIDATED STATEMENTS OF REDEEMABLE INTERESTS AND SHAREHOLDERS’/ MEMBERS’ EQUITY~~

DESCRIPTION OF BUSINESS AND ORGANIZATION

Endeavor Group Holdings, Inc. (the ~~“Company”~~"Company" or ~~“EGH”~~"EGH") was incorporated as a Delaware corporation in January 2019. The Company was formed as a holding company for the purpose of completing an initial public offering ~~(“IPO”~~("IPO") and other related transactions in order to carry on the business of Endeavor Operating Company, LLC (d.b.a. Endeavor) and its subsidiaries (collectively, ~~“Endeavor”~~"Endeavor" or ~~“EOC”~~"EOC"). As the sole managing member of Endeavor Manager, LLC (“("Endeavor ~~Manager”~~Manager"), which in turn is the sole managing member of EOC, the Company operates and controls all the business and affairs of Endeavor, and through Endeavor and its subsidiaries, conducts the Company’s business. The Company is a global ~~entertainment,~~ sports and ~~content~~entertainment company.

Prior to the IPO, Endeavor was owned by WME Holdco, LLC (which is referred to as ~~“Holdco”~~"Holdco" herein and iswas principally owned by executive employees of the Company), affiliates of Silver Lake (which are collectively referred to as ~~“Silver Lake”~~"Silver Lake" herein), and other investors and executive employees of the Company.

Initial Public Offering

On May 3, 2021, the Company closed an IPO of 24,495,000 shares of Class A common stock at a public offering price of $24.00 per share, which included 3,195,000 shares of Class A common stock issued pursuant to the underwriters’ option to purchase additional shares of Class A common stock. This option to purchase additional shares of Class A common stock closed on May 12, 2021.

Reorganization Transactions

Prior to the closing of the IPO, a series of reorganization transactions ~~(the “Reorganization Transactions”)~~ was ~~completed:~~

• ~~EGH’s certificate of incorporation was amended and restated to, among other things, provide for the following common stock:~~

Class of Common Stock
Par Value

Votes

Economic Rights
Class A common stock
$
0.00001

1

Yes
Class B common stock
$
0.00001

None

Yes
Class C common stock
$
0.00001

None

Yes
Class X common stock
$
0.00001

1

None
Class Y common stock
$
0.00001

20

None

~~Voting shares of EGH’s common stock will generally vote together as a single class on all matters submitted to a vote of our stockholders;~~

~~• Endeavor Manager became the sole managing member of EOC and EGH became the sole managing member of Endeavor Manager;~~

• Endeavor Manager issued to equityholders of certain management holding companies common interest units in Endeavor Manager along with paired shares of its Class X common stock as consideration for the acquisition of Endeavor Operating Company Units held by such management holding companies;

• For certain pre-IPO investors, EGH issued shares of its Class A common stock, Class Y common stock and rights to receive payments under tax receivable agreements and for certain other pre-IPO investors, EGH issued shares of its Class A common stock as consideration for the acquisition of Endeavor Operating Company Units held by such pre-IPO investors;

• For holders of Endeavor Operating Company Units which remained outstanding following the IPO, EGH issued paired shares of its Class X common stock and, in certain instances, Class Y common stock, in each case equal to the number of Endeavor Operating Company Units held and in exchange for the payment of the aggregate par value of the Class X common stock and Class Y common stock received; and

• Certain Endeavor Profits Units, Endeavor Full Catch-Up Profits Units and Endeavor Partial Catch-Up Profits Units remained outstanding following the closing of the IPO. Subsequent to the IPO, the Endeavor Full Catch-up Profits Units were recapitalized and converted into Endeavor Operating Company Units and the Endeavor Partial Catch-Up Profits Units were recapitalized and converted into Endeavor Profits Units.

completed. Subsequent to the closing of the IPO, several new and current investors purchased in the aggregate 75,584,747 shares of Class A common stock at a price per share of $24.00 ~~(the “Private Placement”)~~. ~~Of these shares,~~ ~~57,378,497~~ ~~were purchased from EGH and~~ ~~18,206,250~~ were purchased from an existing investor. EGH registered these shares of Class A common stock on a Form S-1 registration statement. Net proceeds from the IPO and the Private Placement, after deducting underwriting discounts and commissions and offering expenses, was $~~1,886.6~~ ~~million.~~

~~Subsequent to the closing of the IPO and the Private Placement,~~Then, through a series of transactions, EOC acquired the equity interests of the minority unitholders of Zuffa, which owns and operates the Ultimate Fighting ~~Championship (the “UFC Buyout”).~~Championship. This resulted in EOC directly or indirectly owning 100% of the equity interests of Zuffa. In consideration for the minority unitholders’ equity interests of Zuffa, (a) EGH and its subsidiaries issued to certain of such unitholders shares of Class A common stock, Endeavor Operating Company Units,

~~Table of Contents~~

~~Endeavor Manager Units, shares of Class X common stock and/or shares of Class Y common stock, and (b) EGH used $835.7~~ million of the net proceeds from this offering and the concurrent private placements to purchase Endeavor Operating Company Units (or equity interests of Zuffa) from certain of such holders. In addition, some of those minority unitholders sold their equity interests of EGH to the private placement investors in the concurrent private placement.

Proceeds, after the UFC Buyout and payment of underwriting discounts and commissions and certain offering expenses, were contributed to Endeavor Manager in exchange for Endeavor Manager Units. Endeavor Manager then in turn contributed such net proceeds to Endeavor Operating Company in exchange for Endeavor Operating Company Units.

~~See Note 16 for the 2021 Incentive Award Plan, which became effective upon the IPO as well as for the equity-based compensation charges recorded from the impact of the IPO.~~

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying disclosures.

Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, allowance for doubtful accounts, ~~content cost amortization and impairment,~~ the fair value of acquired assets and liabilities associated with acquisitions, the fair value of the Company’s reporting units and the assessment of goodwill, other intangible assets and long-lived assets for impairment, consolidation, investments, redeemable non-controlling interests, the fair value of equity-based compensation, tax receivable agreements liability, income taxes and contingencies.

Management evaluates these estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s consolidated financial statements in future periods.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In ~~January~~August 2020, the Financial Accounting Standards Board ~~(“FASB”~~("FASB") issued Accounting Standards Update ~~(“ASU”~~("ASU") ~~2020-01,~~ Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323 and Topic 815 (“ASU 2020-01”). ASU 2020-01 clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative. This ASU is effective for annual and interim reporting periods beginning after December 15, 2020. The Company adopted this new guidance on January 1, 2021 with no material impact on its consolidated financial statements.

~~In December 2019, the FASB issued ASU 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~ (“ASU 2019-12”). The update removes certain exceptions to the general principles in Topic 740 and simplifies accounting for income taxes in certain areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for annual and interim reporting periods beginning after December 15, 2020. The Company adopted this new guidance on January 1, 2021 with no material impact on its consolidated financial statements.

~~Recently Issued Accounting Pronouncements~~

~~In August 2020, the FASB issued ASU~~ 2020-06,, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU addresses issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in

this update ~~are~~were effective for public entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. ~~Early~~The adoption ~~is permitted. The Company is currently evaluating~~did not have a material effect on the ~~effect~~Company’s financial position or results of ~~this update on its consolidated financial statements.~~operations.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial ~~Reporting~~.Reporting. This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. Adoption of the expedients and exceptions is permitted upon issuance of this update through December 31, 2022. The Company is ~~currently evaluating~~in the ~~effect~~process of assessing the impact of this ~~update~~ASU on its consolidated financial statements.

In ~~October 2021,~~March 2022, the FASB issued ASU ~~2021-08,~~ ~~Business Combinations~~2022-01, Derivatives and Hedging (Topic ~~805)~~815): ~~Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.~~Fair Value Hedging—Portfolio Layer Method. This ASU ~~provides~~clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets, expanding the scope of this guidance to ~~help improve~~allow entities to apply the ~~accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice~~portfolio layer method to portfolios of all financial assets, including both prepayable and ~~inconsistency related to recognition of an acquired contract liability and the effect on subsequent revenue recognized by the acquirer.~~nonprepayable financial assets. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. ~~Early~~The adoption ~~is permitted. The Company is currently evaluating the effect of this update on its consolidated financial statements but is expecting to early adopt in the fourth quarter 2021.~~

~~million for the nine months ended September 30, 2020, $24.0~~ ~~million was monetized on a title-by-title basis and $6.1~~ ~~million was monetized as a film group.~~5. SUPPLEMENTARY DATA

Accrued Liabilities

The following is a summary of accrued liabilities (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Accrued operating expenses	$	221,078	$	155,142	$	251,146	$	302,024
Payroll, bonuses and benefits		225,436		100,630		167,585		162,688
Other		57,439		66,977		71,846		59,349
Total accrued liabilities	$	503,953	$	322,749	$	490,577	$	524,061

~~Table of Contents~~

Allowance for Doubtful Accounts

The changes in the allowance for doubtful accounts are as follows (in thousands):


	Balance at		Additions/Charged											Balance at
	Beginning		to Costs and					Foreign			Assets Held			End of
	of Year		Expenses, Net		Deductions			Exchange			for Sale			Period
Six Months Ended June 30, 2022	$	57,102	$	9,499	$	(1,729	)	$	(1,991	)	$	(250	)	$	62,631

Balance at

Additions/Charged

Balance at

Beginning

(Credited) to Costs

Foreign

Assets Held

End of

of Year

and Expenses

Deductions

Exchange

for Sale

Period

Nine months ended September 30, 2021

$
67,975

$
3,461

$
(9,298
)

$
(623
)

$
(1,237
)

$
60,278

The Company’s supplemental cash flow information is as follows (in thousands):


	Nine Months Ended September 30,					Six Months Ended June 30,
	2021		2020			2022		2021
Supplemental information:
Cash paid for interest	$	145,966	$	183,694		$	98,314	$	102,393
Cash payments for income taxes		27,185		31,457			19,729		20,976

Non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued liabilities	$	15,931	$	2,745		$	6,617	$	8,985
Contingent consideration provided in connection with acquisitions		4,472		9,947
Establishment and acquisition of non-controlling interests							414,985		3,087,301
Tax receivable agreements liability adjustments							775		32,081
Accretion of redeemable non-controlling interests		34,417		(10,281	)		87,008		596
Accrued redemption of units included in accrued liabilities and other current liabilities		—		17,396
Issuance of Class A Common Units		—		26,476
Issuance of promissory note		—		15,885
Establishment and acquisition of non-controlling interests		3,087,301		—
Establishment of tax receivable agreements liability		32,081		—
Investment in affiliates retained from a business divestiture							196,345		0
Deferred consideration in connection with acquisitions							31,770		0
Issuance of Class A common stock due to an acquisition							11,014		0

8. 6. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in the carrying value of goodwill are as follows (in thousands):


	Owned Sports Properties		Events, Experiences & Rights			Representation			Total			Owned Sports Properties			Events, Experiences & Rights			Representation			Total
Balance — December 31, 2020	$	2,674,038	$	1,011,217		$	495,924		$	4,181,179
Balance — December 31, 2021												$	2,741,048		$	1,266,144		$	499,362		$	4,506,554
Acquisitions		0		238,385			15,134			253,519			25,556			26,195			0			51,751
Impairment		0		(1,979	)		(2,545	)		(4,524	)
Foreign currency translation and other													(85	)		(7,486	)		(995	)		(8,566	)
Assets held for sale		0		0			(10,808	)		(10,808	)		0			(9,079	)		0			(9,079	)
Foreign currency translation and other		0		(1,351	)		(2,124	)		(3,475	)
Balance — September 30, 2021	$	2,674,038	$	1,246,272		$	495,581		$	4,415,891
Balance — June 30, 2022												$	2,766,519		$	1,275,774		$	498,367		$	4,540,660

Intangible Assets

The following table summarizes information relating to the Company’s identifiable intangible assets as of ~~September~~June 30, ~~2021~~2022 (in thousands):


	Weighted Average Estimated Useful Life (in years)		Gross Amount		Accumulated Amortization			Carrying Value		Weighted Average Estimated Useful Life (in years)		Gross Amount		Accumulated Amortization			Carrying Value
Amortized:
Trade names		17.3	$	990,937	$	(276,005	)	$	714,932		17.3	$	978,100	$	(315,967	)	$	662,133
Customer and client relationships		6.7		1,336,213		(985,996	)		350,217		6.3		1,325,181		(1,035,631	)		289,550
Internally developed technology		3.9		118,828		(58,271	)		60,557		3.5		121,873		(78,838	)		43,035
Other		4.3		45,355		(45,109	)		246		15.3		177,723		(47,681	)		130,042
				2,491,333		(1,365,381	)		1,125,952			$	2,602,877	$	(1,478,117	)	$	1,124,760
Indefinite-lived:
Trade names				339,460		—			339,460			$	327,070	$	—		$	327,070
Owned events				88,696		—			88,696				464,068		—			464,068
Total intangible assets			$	2,919,489	$	(1,365,381	)	$	1,554,108			$	3,394,015	$	(1,478,117	)	$	1,915,898

1817

~~Table of Contents~~

The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, ~~2020~~2021 (in thousands):

Weighted Average
Estimated Useful Life
(in years)

Gross
Amount

Accumulated
Amortization

Carrying
Value

Amortized:

Trade names

17.5

$
970,595

$
(232,158
)

$
738,437

Customer and client relationships

6.7

1,317,083

(907,889
)

409,194

Internally developed technology

4.4

61,539

(46,126
)

15,413

Other

4.3

45,317

(44,251
)

1,066

2,394,534

(1,230,424
)

1,164,110

Indefinite-lived:

Trade names

341,272

—

341,272

Owned events

90,086

—

90,086

Total intangible assets

$
2,825,892

$
(1,230,424
)

$
1,595,468


	Weighted Average Estimated Useful Life (in years)		Gross Amount		Accumulated Amortization			Carrying Value
Amortized:
Trade names		17.3	$	991,021	$	(291,326	)	$	699,695
Customer and client relationships		6.7		1,344,783		(1,012,509	)		332,274
Internally developed technology		3.9		120,175		(66,939	)		53,236
Other		14.3		142,657		(44,608	)		98,049
			$	2,598,636	$	(1,415,382	)	$	1,183,254
Indefinite-lived:
Trade names			$	340,029	$	—		$	340,029
Owned events				88,401		—			88,401
Total intangible assets			$	3,027,066	$	(1,415,382	)	$	1,611,684

Intangible asset amortization expense was $~~48.6~~41.4 million and $~~55.3~~46.6 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and $~~141.0~~84.3 million and $~~178.8~~92.4 million for ~~the nine months ended September 30, 2021and 2020, respectively.~~

~~During~~ the six months ended June 30, 2020, the Company performed an interim impairment review due to the impact of the COVID-19 pandemic on the Company’s business. As a result of the interim impairment test, the Company recorded total non-cash impairment charges of $2022 and 2021, respectively~~137.3~~ ~~million for goodwill and $38.0~~ ~~million for intangible assets driven by lower projections. Of these charges, all of the goodwill and $31.8~~ ~~million of the intangible assets were recorded within the Company’s Events, Experiences & Rights segment and $6.2~~ million of the intangible assets was recorded to the Company’s Representation segment. The Company determines the fair value of each reporting unit based on discounted cash flows using an applicable discount rate for each reporting unit. Intangible assets were valued based on a relief from royalty method or an excess earnings method..

7. INVESTMENTS

The following is a summary of the Company’s investments (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Equity method investments	$	193,255	$	177,663	$	354,894	$	196,423
Equity investments without readily determinable fair values		91,808		66,378		128,140		101,124
Equity investments with readily determinable fair values		779		7,037		556		665
Total investments	$	285,842	$	251,078	$	483,590	$	298,212

Equity Method Investments

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company held various investments in non-marketable equity instruments of private companies. As of ~~September~~June 30, ~~2021,~~2022, the Company’s equity method investments are primarily comprised of the restricted Endeavor Content business, Learfield IMG College, and Sports News Television Limited. The Company’s ownership of its equity method investments ~~ranges~~range from 520% to 50% as of ~~September~~June 30, ~~2021.~~2022.

In January 2022, in connection with the Company's sale of 80% of the restricted Endeavor Content business, the Company retained 20% ownership in the restricted Endeavor Content business. The investment is accounted for as an equity method investment. The Company’s share of the net loss of Endeavor Content for the three and six months ended June 30, 2022 was $2.2 million and $5.1 million, respectively, and is recognized within equity losses of affiliates in the consolidated statements of operations.

As of ~~September~~June 30, ~~2021,~~2022, the Company’s ownership in Learfield IMG College was approximately 42%. The Company’s share of the net loss of Learfield IMG College for the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 was $~~14.8~~39.3 million, $60.9 million, $18.8 million and $~~76.3~~61.5 million, respectively, and is recognized within equity losses of affiliates in the consolidated statements of operations.

~~For the three and nine months ended September 30, 2020, the Company’s share of the net loss of Learfield IMG College was $31.4~~ ~~million and $238.9~~ million, respectively, and is recognized within equity losses of affiliates in the consolidated statements of operations. The results of Learfield IMG College include a charge as a result of its annual goodwill and indefinite lived intangibles assets impairment test, primarily due to continued losses and the impact of COVID-19 on Learfield’s IMG College’s business. In addition, during the nine months ended September 30, 2020, the Company recorded total other-than-temporary impairment charges of $~~5.9~~ ~~million for one of its other equity method investments, which has been recorded in equity losses of affiliates in the consolidated statement of operations.~~

Equity Investments without Readily Determinable Fair Values

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company held various investments in non-marketable equity instruments of private companies.

~~For each of the three~~The Company performed its assessment on its investments without readily determinable fair values and ~~nine months ended September 30, 2021, the Company~~ recorded an increase in fair value of $~~0.9~~12.1 million and $6.1 million for ~~its equity investments without readily determinable fair values. For~~ the three months ended ~~September~~June 30, 2022 and 2021, respectively, and $14.0 million and $6.1 million for the six months ended June 30, 2022 and 2021, respectively, in other (expense) income, net in the consolidated statements of operations. The increases were due to observable price changes. For the three and six months ended June 30, 2022, no material investments were sold and for the three months ended June 30, 2021, the Company sold 0no investments. For the ~~nine~~six months ended ~~September~~June 30, 2021 the Company sold investments for net proceeds of $4.8 million and recorded a related ~~gains~~gain of $2.6 million.

~~Table of Contents~~

~~For the three and nine months ended September 30, 2020, the Company recorded a net increase (decrease) of $1.3~~ ~~million and $(2.4~~) million, respectively, for its equity investments without readily determinable fair values in other income (expense), net in the consolidated statements of operations. The net increase (decrease) recorded was due to observable price changes and impairment charges due to uncertainty in the investments’ ability to continue as a going concern.

Equity Investments with Readily Determinable Fair Values

As of ~~September~~June 30, ~~2021,~~2022, the Company had ~~two~~three investments in publicly traded companies. During the three and six months ended ~~September~~June 30, ~~2021,~~2022, the Company ~~sold no~~did not sell any investments in publicly traded companies. ~~During the nine months ended September 30, 2021 , the Company sold two investments in publicly traded companies for total net proceeds of $11.5~~ ~~million.~~ As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company’s equity investments with readily determinable fair values were valued at $~~0.8~~0.6 million and $~~7.0~~0.7 million, respectively. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021 and 2020,~~2022, the Company recorded ~~(losses) gains~~losses of $(~~0.1~~0.4) million $and $(~~5.1~~0.6) million, $respectively, due to the change in fair value in other (expense) income, net in the consolidated statements of operations. For the three and six months ended June 30, 2021 the company~~0.3~~

recorded ~~million~~NaN and $~~1.1~~5.2 million, respectively, due to the change in fair value in other (expense) income, net in the consolidated statements of operations. See Note 119 for additional information regarding fair value measurements for these equity investments.

~~10.~~ 8. FINANCIAL INSTRUMENTS

The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses denominated in various foreign currencies (i.e., cash flow hedges). The Company also enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, ~~even though~~although hedge accounting does not apply or the Company elects not to apply hedge accounting. In addition, the Company enters into interest rate swaps to hedge certain of its interest rate risks on its debt. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. Prior to the sale of the restricted Endeavor Content business, the Company also entered into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses denominated in various foreign currencies (i.e., cash flow hedges).

As of ~~September~~June 30, ~~2021,~~2022, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 12 months from ~~September~~June 30, ~~2021)~~2022) (in thousands except for exchange rates):

Foreign Currency

Foreign
Currency
Amount

US Dollar
Amount

Weighted Average
Exchange Rate Per
$1 USD
British Pound Sterling

£ 24,500

in exchange for

$
33,781

£ 0.73
Canadian Dollar (*)

C$ 35,717

in exchange for

$
27,410

C$ 1.30
Swedish Krona

kr 4,500

in exchange for

$
526

kr 8.56
Australian Dollar (*)

AUD$ 14,300

in exchange for

$
10,639

AUD$ 1.34
Singapore Dollar

S$ 1,300

in exchange for

$
960

S$ 1.35
(*) C$ 35,717 and AUD$ 14,300 of the outstanding forward foreign exchange contracts are related to assets held for sale
as of September 30, 2021 (See Note 6).


Foreign Currency	Foreign Currency Amount		US Dollar Amount		Weighted Average Exchange Rate Per $1 USD
British Pound Sterling	£ 30,398	in exchange for	$	38,000	£ 0.80
Singapore Dollar	S$ 4,800	in exchange for	$	3,506	S$ 1.37

For forward foreign exchange contracts designated as cash flow hedges, the Company recognized net gains ~~(losses)~~ in accumulated other comprehensive income (loss) of $(~~0.6~~NaN) and $1.6 million for the three months ended June 30, 2022 and 2021, respectively, and $0.3 million and $0.2 million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020, respectively, and $(0.4) million and $(2.0) million for the nine months ended September 30, 2021and 2020,~~2021, respectively. The Company reclassified a $~~1.5~~0.8 million gain into net income for the six months ended June 30, 2022 in connection with the sale of the restricted Endeavor Content business and is included in the gain as described in Note 4. The Company did not reclassify any gains or losses into net income (loss) for the three ~~and nine~~ months ended ~~September~~June 30, ~~2021. The Company did~~ 0~~t reclassify any gains or losses into net loss~~2022 and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

For forward foreign exchange contracts not designated as cash flow hedges, the Company recorded a net ~~gain (loss)~~loss of $~~0.6~~1.8 million and $(net gain of $~~0.6~~1.0) million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and a net loss of $~~1.4~~3.1 million and net gain of $~~0.6~~0.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021and 2020,~~2022 and 2021, respectively, in other (expense) income, net in the consolidated statements of operations.

In certain circumstances, the Company enters into contracts that are settled in currencies other than the functional or local currencies of the contracting parties. Accordingly, these contracts consist of the underlying operational contract and an embedded foreign currency derivative element. Hedge accounting is not applied to the embedded foreign currency derivative element. The Company recorded a net gain (loss) of $(~~1.2~~1.6) million and $($2.2) million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and $(~~10.4~~1.1) million and $$(~~11.0~~9.2) million for the ~~nine~~six months ended ~~September~~June 30, ~~2021and 2020,~~2022 and 2021, respectively, in other (expense) income, net in the consolidated statements of operations.

In addition, the Company has entered into interest rate swaps for portions of its 2014 Credit Facilities and other variable interest bearing debt and has designated them cash flow hedges. For the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company recorded ~~losses~~gains (losses) of $($~~0.1~~14.5) million and $(~~0.7~~1.8) million in accumulated other comprehensive income (loss) and reclassified losses of $($~~7.7~~5.0) million and $($~~8.1~~7.6) million into net income (loss), respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2021and 2020,~~2022 and 2021, the Company recorded gains ~~(losses)~~ of $~~13.2~~62.2 million and $($~~93.2~~13.3) million in accumulated other comprehensive income (loss) and reclassified ~~gains (losses)~~losses of $($~~22.6~~12.4) million and $~~15.0~~14.9 million into net income (loss)~~, respectively.~~.

~~11.~~ 9. FAIR VALUE MEASUREMENTS

The fair value hierarchy is composed of the following three categories:

Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

~~Table of Contents~~

Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurements.

The following tables present, for each of the fair value hierarchy levels, the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands):


	Fair Value Measurements as of
	June 30, 2022
	Level I		Level II		Level III		Total
Assets:
Investments in equity securities with readily determinable fair values	$	556	$	—	$	—	$	556
Interest rate swaps		—		27,310		—	$	27,310
Total	$	556	$	27,310	$	—	$	27,866
Liabilities:
Contingent consideration	$	—	$	—	$	3,561	$	3,561
Interest rate swaps		—		978		—		978
Forward foreign exchange contracts		—		11,262		—		11,262
Total	$	—	$	12,240	$	3,561	$	15,801

Fair Value Measurements as of

September 30, 2021

Level I

Level II

Level III

Total

Assets:

Investments in equity securities with readily determinable fair values

$
779

$
—

$
—

$
779

Forward foreign exchange contracts

—

460

—

460

Total

$
779

$
460

$
—

$
1,239

Liabilities:

Contingent consideration

$
—

$
—

$
25,421

$
25,421

Interest rate swaps

—

71,834

—

71,834

Forward foreign exchange contracts

—

10,187

—

10,187

Total

$
—

$
82,021

$
25,421

$
107,442

Fair Value Measurements as of

December 31, 2020

Level I

Level II

Level III

Total

Assets:

Investments in equity securities with readily determinable fair values

$
7,037

$
—

$
—

$
7,037

Forward foreign exchange contracts

—

1,794

—

1,794

Total

$
7,037

$
1,794

$
—

$
8,831

Liabilities:

Contingent consideration

$
—

$
—

$
9,026

$
9,026

Interest rate swaps

—

107,909

—

107,909

Forward foreign exchange contracts

—

5,023

—

5,023

Total

$
—

$
112,932

$
9,026

$
121,958


	Fair Value Measurements as of
	December 31, 2021
	Level I		Level II		Level III		Total
Assets:
Investments in equity securities with readily determinable fair values	$	665	$	—	$	—	$	665
Forward foreign exchange contracts		—		2,529		—		2,529
Total	$	665	$	2,529	$	—	$	3,194
Liabilities:
Contingent consideration	$	—	$	—	$	26,900	$	26,900
Interest rate swaps		—		48,427		—		48,427
Forward foreign exchange contracts		—		13,363		—		13,363
Total	$	—	$	61,790	$	26,900	$	88,690

There have been 0 transfers of assets or liabilities between the fair value measurement classifications during the ~~nine~~three and six months ended ~~September~~June 30, ~~2021.~~2022.

Investments in Equity Securities with Readily Determinable Fair Values

The estimated fair value of the Company’s equity securities with readily determinable fair values is based on observable inputs in an active market, which is a Level 1 measurement within the fair value hierarchy.

Contingent Consideration

The Company has recorded contingent consideration liabilities in connection with its acquisitions. Contingent consideration is included in current liabilities and other long-term liabilities in the consolidated balance sheets. Changes in fair value are recognized in selling, general and administrative expenses. The estimated fair value of the contingent consideration is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

The changes in the fair value of contingent consideration were as follows (in thousands):


	Nine Months Ended September 30,			Six Months Ended June 30, 2022
	2021
Balance at December 31, 2020	$	9,026
Balance at December 31, 2021				$	26,900
Acquisitions		4,472			627
Payments		(2,491	)		(26,183	)
Change in fair value		14,414			2,217
Balance at September 30, 2021	$	25,421
Balance at June 30, 2022				$	3,561

Payments made during the six months ended June 30, 2022 primarily related to the settlement of the premium contingent consideration with 32 Equity LLC ("32 Equity"). See Note 11.

Foreign Currency Derivatives

The Company classifies its foreign currency derivatives within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (Note ~~10)~~8). As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had $~~0.5~~NaN ~~million~~ and $~~1.8~~2.3

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million in other current assets, NaN and $0.2 million ~~and~~ ~~NaN~~ in assets held for sale, $~~3.2~~7.1 million and $~~4.3~~4.5 million in other current liabilities, $~~1.2~~ ~~million and~~ NaN and $0.4 million in liabilities held for sale, and $~~6.9~~4.1 million and $~~0.7~~8.5 million in other long-term liabilities, respectively, recorded in the consolidated balance sheets related to the Company’s foreign currency derivatives.

Interest Rate Swaps

The Company classifies its interest rate swaps within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (Note ~~10)~~8). ~~The fair value~~As of June 30, 2022 and December 31, 2021, the ~~swaps was~~Company had $~~71.8~~27.3 million and NaN in other assets, and $1.0 million and $~~107.9~~48.4 million ~~as of September 30, 2021 and December 31, 2020, respectively, and was included~~ in other long-term liabilities, respectively, recorded in the consolidated balance ~~sheets.~~sheets related to the Company’s interest rate swaps.

~~12.~~ 10. DEBT

The following is a summary of outstanding debt (in thousands):


	September 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
2014 Credit Facilities:
First Lien Term Loan (due May 2025)	$	2,793,581		$	3,074,230		$	2,770,982		$	2,786,048
Revolving Credit Facility (due May 2024)		0			163,057
Zuffa Credit Facilities:
Zuffa First Lien Term Loan (due April 2026)		2,248,517			2,447,064			2,825,267			2,840,767
Other debt (2.46%-14.50% Notes due at various dates through 2031)		132,119			339,519
Other debt (3.0%-14.50% Notes due at various dates through 2031)								149,996			159,010
Total principal		5,174,217			6,023,870		$	5,746,245		$	5,785,825
Unamortized discount		(22,364	)		(40,982	)		(22,118	)		(26,077	)
Unamortized issuance costs		(43,452	)		(57,083	)		(40,354	)		(46,012	)
Total debt		5,108,401			5,925,805		$	5,683,773		$	5,713,736
Less: current portion		(75,858	)		(212,971	)		(87,113	)		(82,022	)
Total long-term debt	$	5,032,543		$	5,712,834		$	5,596,660		$	5,631,714

2014 Credit Facilities

As of June 30, 2022 and December 31, 2021, the Company had $2.8 billion outstanding under a credit agreement that was entered into in connection with the 2014 IMG acquisition (the "2014 Credit Facilities"). The 2014 Credit Facilities consist of a first lien secured term loan (the “First Lien Term Loan”) and a $200.0 million secured revolving credit facility (the "Revolving Credit Facility").

The financial debt ~~covenants~~covenant of the 2014 Credit Facilities did not apply as of June 30, 2022 and December 31, ~~2020,~~2021 as the Company amended the 2014 Credit Facilities receiving a waiver from the financial covenant for the test periods ended June 30, 2020, September 30, 2020 and December 31, 2020. In April 2021, the Company received a waiver from the financial covenant for the test periods ending June 30, 2021, September 30, 2021 and December 31, 2021. Also, in April 2021,had no borrowings outstanding under the Revolving Credit ~~Facility maturity date was extended from~~ ~~May 2023~~ to ~~May 2024~~.

~~On June 29, 2021, the Company repaid $256.7~~ ~~million related to the First Lien Term Loan. The Company paid a $28.6~~ million redemption premium related to the First Lien Term loan that was recorded in the consolidated statement of operations as loss on extinguishment of debt in the nine months ended September 30, 2021. In addition, on June 29, 2021, the Company repaid $~~163.1~~ ~~million related to the Revolving Credit~~ Facility.~~NaN~~ ~~borrowings related to the Revolving Credit Facility were outstanding as of September 30, 2021.~~

The Company had outstanding letters of credit under the 2014 Credit Facilities totaling $~~26.0~~19.4 million and $~~24.8~~23.8 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

Zuffa Credit Facilities

~~In January~~As of June 30, 2022 and December 31, 2021, the Company ~~completed~~has $2.8 billion outstanding under a ~~refinancing of the Zuffa First Lien Term Loan and the Term Loan Add-on~~credit agreement that was entered into ~~a single term loan (the “New First Lien Term Loan”), which reduced the annual~~ ~~interest rate margin by 25 basis points to 3.00% for LIBOR~~ ~~loans and~~ ~~reduced the LIBOR floor by 25 basis points to 0.75%. The annual interest rate margin applicable to the New First Lien Term Loan is subject to a~~ ~~25 basis point step-down to 2.75% for LIBOR loans~~ ~~if the First Lien Leverage Ratio is below~~ ~~3.5-to-1. With the exception of the interest rate margin and the LIBOR floor, the New First Lien Term Loan has similar terms and conditions as the Zuffa First Lien Term Loan and Term Loan Add-on.~~

~~On June 29, 2021, the Company repaid $180.2~~ ~~million related to the Zuffa Credit Facilities.~~ ~~NaN~~ ~~redemption premium fees were incurred~~ in connection with the ~~payment.~~2016 Zuffa acquisition (the "Zuffa Credit Facilities"). The Zuffa Credit Facilities consist of a first lien secured term loan (the "Zuffa First Lien Term Loan") and a secured revolving credit facility in an aggregate principal amount of $205.0 million, letters of credit in an aggregate face amount not in excess of $40.0 million and swingline loans in an aggregate principal amount not in excess of $15.0 million (collectively, the "Zuffa Revolving Credit Facility"). The Zuffa Credit Facilities are secured by liens on substantially all of the assets of Zuffa.

The financial debt covenants of the Zuffa Credit Facilities did not apply as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021 as Zuffa ~~did not utilize greater than~~had ~~thirty-five percent~~0 ofborrowings outstanding under the ~~borrowing capacity.~~Zuffa Revolving Credit Facility.

Under the Zuffa Credit Facilities, Zuffa had $10.0 million and 0 outstanding letters of credit ~~under the Zuffa Credit Facilities totaling $10.0~~ ~~million~~ as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021, respectively.

Other Debt

~~OLE~~On Location Revolver

The ~~OLE~~On Location ("OL") revolving credit agreement contains a financial covenant that requires ~~OLE~~OL to maintain a First Lien Leverage Ratio of Consolidated First Lien Debt to Consolidated EBITDA, as defined in the credit agreement, of no more than 3-to-1. The Company is only

~~Table of Contents~~

required to meet the First Lien Leverage Ratio if the sum of outstanding borrowings on the Revolving Credit Facility plus outstanding letters of credit exceeding $2.0 million that are not cash collateralized exceeds 40 percent of the total Revolving Commitments as measured on a quarterly basis, as defined in the credit agreement. As of ~~September~~June 30, ~~2021,~~2022, the Company was in compliance with the financial debt covenants.

~~In August 2021, OLE increased its borrowing capacity under its revolving credit agreement from $20.0~~ ~~million to $42.9~~ ~~million and the maturity date was extended from~~ ~~February 2025~~ ~~to the earlier of~~ ~~August 2026~~ ~~or the date that is~~ 91 ~~days prior to the maturity date of the term loans under the 2014 Credit Facilities.~~

~~OLE~~OL had 0 letters of credit outstanding under the revolving credit agreement as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Receivables Purchase Agreement

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the debt outstanding under these arrangements was $~~50.5~~35.0 million and $~~83.7~~50.5 million, respectively.

~~Endeavor Content Capital Facility~~

~~In February 2021, the Company increased its capacity under its Endeavor Content Capital Facility from $~~

~~200.0~~21 ~~million to $325.0~~ ~~million and in July 2021, the Company further increased the total capacity to $430.0~~ ~~million. As of September 30, 2021 and December 31, 2020, the Endeavor Content Capital Facility had $204.6~~ ~~million and $153.9~~ ~~million of borrowings outstanding, respectively, and~~ 0 ~~outstanding letters of credit. The borrowing amount outstanding as of September 30, 2021 was classified as liabilities held for sale.~~

Zuffa Secured Commercial Loans

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, Zuffa was in compliance with its financial debt covenant under the Zuffa Secured Commercial Loans.

2014 Credit Facilities and Zuffa Credit Facilities

The 2014 Credit Facilities and the Zuffa Credit Facilities restrict the ability of certain subsidiaries of the Company to make distributions and other payments to the Company. These restrictions do include exceptions for, among other things, (1) amounts necessary to make tax payments, (2) a limited annual amount for employee equity repurchases, (3) distributions required to fund certain parent entities, (4) other specific allowable situations and (5) a general restricted payment basket. As of ~~September~~June 30, ~~2021,~~2022, EGH held cash of $~~76.4~~42.8 million, long-term deferred tax benefits of $120.4 million in other assets and a tax receivable agreements liability of $~~32.1~~189.3 ~~million.~~million, of which $41.2 million is in other current liabilities and $148.1 million is in other long-term liabilities. As of December 31, ~~2020, EOC~~2021, EGH held ~~cash~~long-term deferred tax benefits of $~~63.3~~61.5 ~~million; liabilities for redemption of units~~million in other assets and ~~future incentive awards~~a tax receivable agreements liability of $~~53.9~~133.8 million, of which $41.2 million is in other current liabilities and $~~11.9~~92.6 million ~~respectively; and liabilities and redeemable equity for unit put rights of $28.4~~ ~~million.~~is in other long-term liabilities. Otherwise, EGH ~~and EOC have~~has no material separate cash flows, assets or liabilities other than the investments in its subsidiaries. All its business operations are conducted through its operating subsidiaries; it has no material independent operations. EGH ~~and EOC have~~has no other material commitments or guarantees. As a result of the restrictions described above, substantially all of the subsidiaries’ net assets are effectively restricted in their ability to be transferred to EGH ~~or EOC~~ as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company’s First Lien Term Loan under the 2014 Credit Facilities and Zuffa’s First Lien Term Loan under its Credit Facilities had an estimated fair value of $~~5.0~~5.3 billion and $~~5.3~~5.6 billion, respectively. The estimated fair values of the Company’s First Lien Term Loan under the 2014 Credit Facilities and Zuffa’s First Lien Term Loan under its Credit Facilities are based on quoted market values for the debt. Since the First Lien Term Loan under the 2014 Credit Facilities and Zuffa’s First Lien Term Loan under its Credit Facilities do not trade on a daily basis in an active market, fair value estimates are based on market observable inputs based on quoted market prices and borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 under the fair value hierarchy.

~~13.~~ ~~MEMBERS’ EQUITY~~

~~Common Units~~

~~The Company had~~ ~~2,149,218,614~~ ~~Class A Common Units issued and outstanding as of December 31, 2020. The Class A Common Units are held by Holdco, Silver Lake, and other investors. The Class A Common Units have~~ 0 ~~par value assigned to them.~~

~~In January 2020, the Company issued~~ ~~8,766,738~~ ~~Class A Common Units to Silver Lake as part of the Zuffa distribution discussed below.~~

~~Profits Units~~

~~The Company had~~ ~~314,123,415~~ Profits Units issued and outstanding as of December 31, 2020. Other than certain Profits Units held by key executives, Profits Units are not entitled to participate in operating distributions unless otherwise elected by the Board. Certain Profits Units are designated as Catch-Up Profits Units and are entitled to certain “catch up” distributions once the distribution threshold applicable to such Catch-Up Profits Units has been met. All Profits Units have no par value assigned to them.

~~Table of Contents~~

~~Non-controlling Interests~~

~~In January 2020, the Board of Zuffa approved the payment of a distribution in the amount of $300.0~~ ~~million to Zuffa common unit and profits unit holders. During the nine months ended September 30, 2020, Zuffa authorized and paid $201.9~~ ~~million. In lieu of cash, the Company issued~~ ~~8,766,738~~ ~~Class A Common Units at fair value to Silver Lake for $26.5~~ ~~million and issued a convertible promissory note to Silver Lake for $15.9~~ ~~million. This resulted in the Company retaining $135.0~~ ~~million of the $201.9~~ ~~million distribution paid during the nine months ended September 30, 2020. The remaining portion of the distribution was authorized and paid during the fourth quarter of 2020.~~

~~14.~~ 11. REDEEMABLE NON-CONTROLLING INTERESTS

~~OLE~~On Location

In connection with the acquisition of ~~OLE (Note 5),~~OL in 2020, the Company entered into an Amended and Restated Limited Liability Company Agreement ("OL LLC Agreement") of Endeavor OLE Parent, LLC ("OLE Parent") with 32 Equity. The terms of the agreement ~~provide~~provided 32 Equity with certain rights to put its common units in OLE Parent to the Company upon a termination of the ~~CLA~~Commercial License Agreement ("CLA") or at its option at any time following the Lockup ~~Period.~~Period as defined. The Company also ~~has~~had certain call rights to require 32 Equity to sell its common units in OLE Parent to the Company upon a termination of the CLA in the event the aforementioned put rights ~~are~~were not exercised. The put/call price iswas an amount equal to fair market value and the exercise of these put/call rights ~~may give~~would have given rise to an obligation of the Company to make a premium payment to 32 Equity in certain circumstances. ~~At any time following the Lockup Period, 32 Equity will be entitled to a $41.0~~ million premium payment from the Company if both (i) 32 Equity or the Company exercise the put/call rights described above or there is a sale or IPO of OLE Parent and (ii) certain performance metrics based on average OLE gross profit or NFL related business gross profit are achieved. The $~~41.0~~ million premium payment will also be payable if, prior to January 2, 2026, a sale or IPO of OLE Parent occurs or if 32 Equity exercises its put rights following a termination of the CLA due to an OLE event of default (in which case the $41.0 million premium payment may be subject to proration). The $~~41.0~~ ~~million~~ premium payment was recognized as a separate unit of account from the non-controlling interest. ~~The non-controlling interest was recognized at acquisition based on fair value of $65.2~~ million. During the nine months ended September 30, 2021, the redeemable non-controlling interest was adjusted for certain net assets that were contributed during the period. On June 25, 2021 Endeavor and 32 ~~Equity agreed to fund a combined $40.0~~ ~~million to OLE. This amount was funded via a pro-rata capital contribution from Endeavor and 32 Equity of $34.6~~ ~~million and $5.4~~ ~~million, respectively. No further capital contributions are contracted for future periods.~~ As of ~~September 30,~~December 31, 2021, the estimated redemption value of the non-controlling interest was $~~58.6~~57.9 million.

In April 2022, a series of transactions was completed between the Company and 32 Equity. Per the terms of the OL LLC Agreement, 32 Equity had the right to purchase additional common units in OLE Parent from the Company that would result in 32 Equity having an aggregate ownership percentage interest in OLE Parent of 32% at a price per unit equal to the original acquisition price of its rollover equity. 32 Equity exercised such right and paid the Company cash of $87.9 million. AsFollowing this exercise, EOC issued 8,037,483 EOC common units (and 32 Equity obtained an equal number of ~~December 31, 2020,~~paired shares of the ~~estimated redemption value was below the carrying~~Company's Class X common stock) in exchange for 32 Equity's non-controlling interests of OLE Parent. The aggregate value of the shares was $~~45.0~~223.7 ~~million.~~million based on the volume-weighted average trading price of the Class A common stock for thirty days ending on the day before the close. The Company and 32 Equity also agreed to settle the premium contingent consideration resulting in the Company paying 32 Equity $24.0 million in cash (see Note 9). In addition, the Company issued 495,783 shares of Class A common stock to several employees of the Company in exchange for the employees' direct or indirect interests in OLE Parent based on the same valuation. As a result of these transactions, OLE Parent became an indirect wholly-owned subsidiary of EOC.

China

In June 2016, the Company received a contribution of $75.0 million from third parties in a newly formed subsidiary of the Company that was formed to expand the Company’s existing business in ~~China. Costs incurred for this contribution were $6.9~~ ~~million and were recognized as a reduction of the proceeds.~~China ("Endeavor China"). This contribution gave the non-controlling interests holders approximately 34% ownership of the subsidiary. The holders of the non-controlling interests ~~have~~had the right to put their investment to the Company at any time after June 1, 2023 for fair market value. As of ~~September 30,~~December 31, 2021, the estimated redemption value was $107.5 million. ~~As of December 31, 2020, the estimated redemption value was below the carrying value of $91.4~~ ~~million.~~

In ~~March 2018,~~April 2022, the Company ~~entered into an agreement~~issued 5,693,774 shares of Class A common stock in exchange for ~~an additional contribution in its existing subsidiary in~~the non-controlling partnership interests of Endeavor China. The ~~total additional contribution~~aggregate value of the shares was $~~125.0~~158.5 million based on the volume-weighted average trading price of ~~which $~~the Class A common stock for thirty days ending on the day before the close. In addition, EOC issued ~~12.5~~659,896 ~~million was~~common units in EOC to several employees of the ~~Company’s funding obligation and $112.5~~ ~~million was~~Company, including members of management (and such employees obtained an equal number of paired shares of the ~~existing non-controlling interests’ funding obligation. In January 2021, this agreement and~~Company's Class X common stock), in exchange for the ~~underlying funding obligation were terminated.~~employees' direct or indirect interests in Endeavor China based on the same valuation. As a result of these transactions, Endeavor China became an indirect wholly-owned subsidiary of EOC.

Zuffa

In July 2018, the Company received a contribution of $9.7 million from third parties (the ~~“Russia Co-Investors”~~"Russia Co-Investors") in a newly formed subsidiary of the Company (the ~~“Russia Subsidiary”~~"Russia Subsidiary") that was formed to expand the Company’s existing business in Russia and certain other countries in the Commonwealth of Independent States. The terms of this contribution provide the Russia Co-Investors with a put option to sell their ownership in the Russia Subsidiary five years and nine months after the consummation of the contribution. The purchase price of the put option is the greater of the total investment amount, defined as the Russia Co-Investors’ cash contributions less cash distributions, or fair value. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the estimated redemption value was $9.7 million.

Frieze

In connection with the acquisition of Frieze in 2016, the terms of the agreement provide the sellers with a put option to sell their remaining 30% interest after fiscal year 2020. The Company also has a call option to buy the remaining 30% interest after fiscal year 2020 or upon termination of employment of the sellers who continued to be employees of Frieze after the acquisition. The price of the put and call option is equal to Frieze’s prior year’s EBITDA multiplied by 7.5. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the estimated redemption value was below the carrying value of $~~22.0~~23.6 million and $~~22.2~~23.8 million, respectively.

~~15.~~ 12. EARNINGS PER SHARE

~~Basic earnings~~Earnings per share is calculated utilizing net income available to common stockholders of the Company ~~since May 1, 2021~~ divided by the weighted average number of shares of Class A Common Stock outstanding during the ~~same~~ period. ~~The Company’s~~Diluted EPS is calculated by dividing the net income available for common stockholders by the diluted weighted average shares outstanding ~~equity-based compensation awards under its equity-based compensation arrangements (Note 16) were anti-dilutive during the~~for that period.

~~Table of Contents~~

The computation of basic and diluted earnings per share and weighted average shares of the Company’s common stock outstanding for the periods presented below:


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022		May 1, 2021 - June 30, 2021

Basic earnings (loss) per share
Numerator
Consolidated net income (loss)	$	42,220	$	559,886	$	(518,352	)
Net income (loss) attributable to NCI (Endeavor Operating Company)		14,289		185,232		(168,469	)
Net income (loss) attributable to NCI (Endeavor Manager Units)		2,125		29,302		(30,286	)
Net income (loss) attributable to the Company		25,806		345,352		(319,597	)
Adjustment to net income attributable to the Company		0		3,090		0
Net income (loss) attributable to EGH common shareholders	$	25,806	$	348,442	$	(319,597	)
Denominator
Weighted average Class A Common Shares outstanding - Basic		281,623,228		275,092,484		258,266,323
Basic earnings (loss) per share	$	0.09	$	1.27	$	(1.24	)


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022		May 1, 2021 - June 30, 2021

Diluted earnings (loss) per share
Numerator
Consolidated net income (loss)	$	42,220	$	559,886	$	(518,352	)
Net income (loss) attributable to NCI (Endeavor Operating Company)		1,302		6,709		(168,469	)
Net income (loss) attributable to NCI (Endeavor Manager Units)		0		0		(30,286	)
Net income (loss) attributable to EGH common shareholders	$	40,918	$	553,177	$	(319,597	)

Denominator
Weighted average Class A Common Shares outstanding - Basic		281,623,228		275,092,484		258,266,323
Additional shares assuming exchange of all Endeavor Profits Units		681,521		2,450,488		0
Additional shares from RSUs, Stock Options and Phantom Units, as calculated using the treasury stock method		1,395,693		2,129,737		0
Additional shares assuming exchange of all Endeavor Operating Units and Endeavor Manager Units		166,033,523		166,746,315		0
Weighted average number of shares used in computing diluted earnings (loss) per share		449,733,965		446,419,024		258,266,323

Diluted earnings (loss) per share	$	0.09	$	1.24	$	(1.24	)

Three Months Ended
September 30, 2021

May 1, 2021 -
September 30, 2021

Basic net income (loss) per share

Numerator

Consolidated net income (loss)

$
63,613

$
(457,841
)
Net income (loss) attributable to NCI (Endeavor Operating Company)

17,177

(154,395
)
Net income (loss) attributable to NCI (Endeavor Manager Units)

3,951

(26,334
)
Net income (loss) attributable to the Company

42,485

(277,112
)
Adjustment to net loss attributable to the Company

-

(1,399
)
Net income (loss) attributable to EGH common shareholders

$
42,485

$
(278,511
)
Denominator

Weighted average Class A Common Shares outstanding - Basic

262,891,070

261,048,116

Basic net income (loss) per share

$
0.16

$
(1.07
)

Three Months Ended
September 30, 2021

Diluted net income per share

Numerator

Consolidated net income

$
63,613

Net loss attributable to NCI (Endeavor Operating Company)

(5,507
)
Net income attributable to NCI (Endeavor Manager Units)

-

Net income attributable to EGH common shareholders

$
69,120

Denominator

Weighted average Class A Common Shares outstanding - Basic

262,891,070

Additional shares assuming exchange of all Endeavor Profits Units

3,569,639

Additional shares from stock options and RSUs, as calculated using the treasury stock method

202,490

Additional shares assuming exchange of all Endeavor Operating Units and Endeavor Manager Units

169,259,312

Weighted average number of shares used in computing diluted income per share

435,922,511

Diluted net income per share

$
0.16


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022		May 1, 2021 - June 30, 2021
Securities that are anti-dilutive for the period
Stock Options		4,177,407		2,512,767		3,196,364
Unvested RSUs		4,065,048		1,283,010		7,479,941
Manager LLC Units		-		-		24,722,425
EOC Common Units		-		-		141,245,780
EOC Profits Interest & Phantom Units		12,587,251		0		15,256,825

~~16. EQUITY BASED COMPENSATION~~

~~Conversion of Pre-IPO Profit Interests and Phantom Units~~

In connection with the closing of the IPO, the Company consummated certain Reorganization Transactions, as described in further detail in Note 1. As part of such transactions, modifications of certain pre-IPO equity-based awards were made primarily to remove certain forfeiture and discretionary call terms, which resulted in the Company recording additional equity-based compensation expense of $~~251.9~~ ~~million during the nine months ended September 30, 2021.~~

In addition, certain put right arrangements which were outstanding prior to the IPO were terminated upon the consummation of such IPO, based on the original terms of those agreements, which resulted in the Company recording a reversal of related equity-based compensation expense of $~~4.0~~ ~~million during the nine months ended September 30, 2021. The fair value of the outstanding put rights as of September 30, 2021 totaled $5.7~~ ~~million, which is recorded in redeemable non-controlling interests.~~

~~2021 Incentive Award Plan~~

In connection with the IPO, the Company’s board of directors adopted the 2021 Incentive Award Plan (the “2021 Plan”). The 2021 Plan became effective on April 28, 2021. The Company initially reserved a total of ~~21,700,000~~ ~~shares of Class A common stock for issuance pursuant to the 2021 Plan. All current awards granted under the 2021 Plan are intended to be treated as stock options or restricted stock units (RSUs).~~ The terms of each award, including vesting and forfeiture, are fixed by the administrator of the 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two to five year period or full vesting at grant; (b) market-based vesting conditions at graduated levels upon the Company’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both.

~~Table of Contents~~

~~The following table summarizes the RSU award activity for the nine months ended September 30, 2021.~~

Time Vested
RSUs

Market/ Market and Time
Vested RSUs

Units

Value *

Units

Value *

Outstanding at January 1, 2021

0

$
0

0

$
0

Granted

7,367,065

$
29.96

3,139,363

$
28.09

Released

(781,143
)

$
30.81

(830,857
)

$
29.04

Forfeited

(9,191
)

$
30.81

(39,199
)

$
27.57

Outstanding at September 30, 2021

6,576,731

$
29.86

2,269,307

$
27.74

Vested and releasable at September 30, 2021

1,268,130

$
30.53

4,130

$
28.21

* Weighted average grant date fair value

~~The following table summarizes the stock options award activity for the nine months ended September 30, 2021.~~

Stock Options

Options

Weighted average
exercise price

Outstanding at January 1, 2021

0

$
0

Granted

3,234,561

$
24.03

Forfeited or expired

(17,187
)

$
24.00

Outstanding at September 30, 2021

3,217,374

$
24.03

Vested and exercisable at September 30, 2021

563,367

$
24.00

~~The weighted average grant-date fair value of stock options granted under the Company’s 2021 Plan during the nine months ended September 30, 2021 was $9.56~~.

The Company estimates the fair value of each stock option on the date of grant using a Black-Scholes option pricing model. Management is required to make certain assumptions with respect to selected model inputs. Expected volatility is based on comparable publicly traded companies’ stock movements. The expected life represents the period of time that the respective awards are expected to be outstanding. The risk- free interest rate is based on the U.S treasury yield curve in effect at the time of grant. All stock options exercised will be settled in Class A common stock. ~~The key assumptions used for stock options granted during the nine months ended September 30, 2021 are as follows:~~


	Stock Options
~~Risk-free Interest Rate~~		~~1.02~~	%
~~Expected Volatility~~		~~41.35~~	%
~~Expected Life (in years)~~		~~5.73~~
~~Expected Dividend Yield~~		~~0.00~~	%

~~For the three and nine months ended September 30, 2021, the Company recorded share-based compensation expense of $31.2~~ ~~million and $142.6~~ million, respectively, related to RSUs and stock options granted under the 2021 Plan, which is included within selling, general and administrative expenses in the consolidated statements of operations.

~~The total grant-date fair value of RSUs and stock options which vested during the nine months ended September 30, 2021 was $71.3~~ ~~million. As of September 30, 2021, the aggregate intrinsic value of vested RSUs and stock options and aggregate intrinsic value of total outstanding RSUs and stock options was $39.1~~ ~~million and $268.5~~ ~~million, respectively.~~

~~As of September 30, 2021, the total unrecognized equity-based compensation related to stock options and restricted stock units was $166.8~~ ~~million, which is expected to be recognized over a weighted-average period of approximately~~ ~~1.93~~ ~~years.~~

~~CEO and Executive Chairman Market-Based Incentive Awards~~

In March 2019, the Company issued equity-based compensation awards in Endeavor and in Zuffa to the Company’s CEO (each a “Future Incentive Award”). The Future Incentive Awards were each based on achievement of various equity value thresholds of Endeavor and of Zuffa. In May 2021, the Company’s CEO received a RSU award covering ~~520,834~~ ~~shares of the Company’s Class A common stock following the achievement of one agreed upon increase in equity value of Zuffa under his Zuffa Incentive Future Award.~~ ~~One-third~~ of such RSUs were vested upon grant and the remaining will vest in two equal installments on each of the first and second anniversaries of the date of grant. The Endeavor and Zuffa Future Incentive Awards were cancelled in connection with the IPO and were replaced with an award of performance-vesting RSUs.

Each of the Company’s CEO and Executive Chairman received an award of performance-vesting RSUs pursuant to which they are eligible to receive a number of shares of the Company’s Class A common stock with a specified target value each time the price per share of the Company’s Class A common stock (calculated based on volume weighted average price thereof) exceeds an applicable threshold price

~~Table of Contents~~

~~above the public offering price of $24.00~~. ~~One-third~~ of any shares of the Company’s Class A common stock received upon achievement of any applicable threshold price will be vested upon grant and the remainder of such shares will vest in two equal installments on each of the first and second anniversaries of the date of grant. The first price threshold was achieved for the Company’s CEO on June 10, 2021. These performance-vesting RSUs will expire on the tenth anniversary of the date of grant.

The performance-vesting RSUs awarded to the CEO and Executive Chairman of the Company (each a “Market-Based Incentive Award”) are accounted for under ASC 718 as equity-classified awards due to the fixed number of shares of the Company’s Class A common stock each of the CEO and the Executive Chairman will be eligible for upon the achievement of each respective threshold. Compensation cost for performance- based awards with a market condition is recognized regardless of the number of units that vest based on the market condition and is recognized on a straight-line basis over the estimated service period. Compensation expense is not reversed even if the market condition is not satisfied. The Company used a Monte Carlo simulation model to determine the fair value and the derived service periods of these Market-Based Incentive Awards.

~~For the three and nine months ended September 30, 2021, total equity-based compensation expense for these Market-Based Incentive Awards was $24.1~~ ~~million and $47.6~~ million, respectively, and the Company reclassified the $27.0 million of long term liabilities from the Future Incentive Awards to additional paid in capital. As of September 30, 2021, total unrecognized equity-based compensation related to these CEO and Executive Chairman Market-Based Incentive Awards was $~~261.6~~ ~~million, which is expected to be recognized over a weighted-average period of approximately~~ ~~2.54~~ ~~years.~~

~~17.~~ 13. INCOME TAXES

EGH was incorporated as a Delaware corporation in January 2019. It was formed as a holding company for the purpose of completing an IPO and other related transactions. As the sole managing member of Endeavor Manager, which is the sole managing member of EOC, EGH operates and controls all the business and affairs of EOC, and through EOC and its subsidiaries, conducts the Company’s business. EGH is subject to corporate income tax on its share of taxable income or loss of EOC derived through Endeavor Manager. EOC is treated as a partnership for U.S. federal income tax purposes and is therefore not subject to U.S. corporate income tax. However, certain of EOC’s subsidiaries are subject to U.S. or foreign corporate income tax.

In accordance with ASC Topic 740, each interim period is considered integral to the annual period and tax expense is generally determined using an estimate of the annual effective income tax rate ~~(“AETR”~~("AETR"). The Company would record income tax expense each quarter using the estimated AETR to provide for income taxes on a current year-to-date basis, adjusted for discrete items, if any, that are noted in the relevant period. In accordance with the authoritative guidance for accounting for income taxes in interim periods, the Company computed its income tax provision for the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 based upon the AETR. Utilizing the AETR in 2020 would not have provided a reliable estimate of the tax provision based on the forecasted impact of COVID-19 on the Company’s operations and overall economy. Therefore, in accordance with the authoritative guidance for accounting for income taxes in interim periods, EOC computed its income tax provision for the three and nine months ended September 30, 2020 based upon the actual effective tax rate for that period.

The ~~benefit from~~provision for income taxes for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 is $~~7.7~~2.7 million and $~~0.9~~60.9 million, respectively, based on pretax income (loss) of $~~73.8~~84.8 million and $(412.0) million, respectively. The effective tax rate is 3.2% and (14.8%) for the three months ended June 30, 2022 and 2021, respectively. The (benefit from) provision for income taxes for the six months ended June 30, 2022 and 2021 is $(14.5) million and $~~11.7~~66.0 million, respectively, based on pretax income (loss) of $605.9 million and $(389.1) million, respectively. The effective tax rate is (~~10.5~~2.4%)% and (~~8.0~~17.0%)% for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020, respectively. The provision for income taxes for the nine months ended September 30, 2021and 2020 is $58.3~~ ~~million and $43.6~~ ~~million, respectively, based on pretax losses of $315.3~~ ~~million and $281.0~~ ~~million, respectively. The effective tax rate is (18.5)% and (15.5)% for the nine months ended September 30, 2021and 2020,~~2021, respectively. The tax expense for the three and six months ended ~~September~~June 30, ~~2021~~2022 differs from the same ~~periods~~period in ~~2020~~2021 primarily due to the ~~impact~~release of ~~additional pre-tax income for~~a $53.7 million valuation allowance on deferred tax assets during the ~~three~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~tax expense for~~release of the ~~nine months ended September 30, 2021 differs from the same periods in 2020 primarily~~valuation allowance was due to the ~~impact~~expected realization of ~~additional stock compensation expense on~~certain tax benefits in connection with the ~~AETR,~~recording of a TRA liability. In addition, in the three and six months ended June 30, 2021, $7.4 million of deferred tax liabilities associated with indefinite lived intangibles were recorded as a result of the IPO and tax expense of $10.2 million was recorded related to a change in ~~the~~ tax rate in the United Kingdom. Any tax balances reflected on the ~~September~~June 30, ~~2021~~2022 balance sheet would be adjusted accordingly to reflect the actual financial results for the year ending December 31, ~~2021.~~2022.

The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to partnership income not subject to income ~~tax,~~tax; state and local income ~~taxes,~~taxes; withholding taxes in foreign jurisdictions that are not based on net ~~income~~income; and income subject to tax in foreign jurisdictions which differ from the U.S. federal statutory income tax rate ~~and~~as well as the relative amount of income earned in those jurisdictions.

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had unrecognized tax benefits of $~~44.1~~41.6 million and $~~34.4~~40.0 million, respectively, for which we are unable to make a reasonable and reliable estimate of the period in which these liabilities will be settled with the respective tax authorities.

The Company records valuation allowances against its net deferred tax assets when it is more likely than not that all, or a portion, of a deferred tax asset will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing the likelihood that its deferred tax assets will be recovered based on all available positive and negative evidence, including historical results, reversals of deferred tax liabilities, estimates of future taxable income, tax planning strategies and results of operations. ~~Based on this analysis,~~During the six months ended June 30, 2022, the Company released a $53.7 million valuation allowance on deferred tax assets due to the expected realization of certain tax benefits based on estimates of future taxable income. The Company has ~~concluded that its~~determined the remaining net deferred tax assets at EGH, exclusive of deferred tax liabilities associated with indefinite lived intangibles, will not be realized and as a result, has recorded a ~~full~~ valuation allowance as of ~~September~~June 30, ~~2021.~~2022.

Tax Receivable Agreements

In connection with the IPO and related transactions, the Company entered into ~~tax receivable agreements (“TRAs”)~~TRAs with certain persons that held direct or indirect interests in EOC and Zuffa prior to the IPO, (“including management of the Company ("TRA ~~Holders”~~Holders"). The TRAs generally provide for the

~~Table of Contents~~

payment by EGH of 85% of the amount of any tax benefits that EGH actually realizes, or in some cases is deemed to realize, as a result of (i) increases in EGH’s share of the tax basis in the net assets of EOC resulting from any redemptions or exchanges of LLC Units, (ii) increases in tax basis attributable to payments made under the TRAs, (iii) deductions attributable to imputed interest pursuant to the TRAs and (iv) other tax attributes allocated to EGH post-IPO and related transactions that were allocable to the TRA Holders prior to the IPO and related transactions.

~~The~~As noted above, during the six months ended June 30, 2022, the Company released a valuation allowance of $53.7 million. In connection with the expected realization of certain tax benefits including deferred tax assets, the Company recorded an additional $55.5 million TRA liability. With the exception of the above, the Company has recorded a full valuation allowance with respect to the remaining deferred tax assets subject to the TRA. ~~Certain other tax attributes subject to~~

If the ~~TRA do not result in deferred tax assets. During the nine months ended September 30, 2021, the Company has recognized a TRA liability on a portion of such attributes of approximately $~~32 million, after concluding that such TRA payments would be probable based on estimates of future taxable income over the terms of the TRAs. The amounts payable under the TRAs will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of EGH in the future. If theexisting valuation allowance recorded against ~~the~~ deferred tax assets ~~applicable to the tax attributes referenced above~~ is released in a future period as a result of having sufficient taxable income, among other criteria, or other tax attributes subject to the ~~TRA~~TRAs are determined to be payable, additional TRA liabilities may be ~~considered probable at that time~~recorded. If the relevant criteria are met in 2022, the Company would release a valuation allowance and ~~recorded within our statement~~record the associated TRA liability, each of ~~operations.~~which we would expect to be material.

14. REVENUE

~~18.~~ ~~REVENUE~~

The following table presents the Company’s revenue disaggregated by primary revenue sources for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


	Three Months Ended June 30, 2022
	Owned Sports Properties		Events, Experiences & Rights		Representation		Total
Media rights	$	172,068	$	174,076	$	0	$	346,144
Media production, distribution and content		1,824		78,775		64,010		144,609
Events and performance		158,038		375,021		0		533,059
Talent representation and licensing		0		0		222,388		222,388
Marketing		0		0		71,557		71,557
Eliminations		0		0		0		(5,242	)
Total	$	331,930	$	627,872	$	357,955	$	1,312,515


	Three Months Ended September 30, 2021									Six Months Ended June 30, 2022
	Owned Sports Properties		Events, Experiences & Rights		Representation		Total			Owned Sports Properties		Events, Experiences & Rights		Representation		Total
Media rights	$	156,973	$	162,365	$	0	$	319,338		$	329,033	$	337,197	$	0	$	666,230
Media production, distribution and content		1,510		81,818		399,473		482,801			4,124		163,999		137,753		305,876
Events and performance		130,038		202,150		0		332,188		$	295,462		952,489		0		1,247,951
Talent representation and licensing		0		0		201,106		201,106			0		0		421,559		421,559
Marketing		0		0		64,144		64,144			0		0		155,964		155,964
Eliminations		0		0		0		(8,274	)		0		0		0		(11,302	)
Total	$	288,521	$	446,333	$	664,723	$	1,391,303		$	628,619	$	1,453,685	$	715,276	$	2,786,278


	Nine Months Ended September 30, 2021									Three Months Ended June 30, 2021
	Owned Sports Properties		Events, Experiences & Rights		Representation		Total			Owned Sports Properties		Events, Experiences & Rights		Representation		Total
Media rights	$	497,564	$	796,348	$	—	$	1,293,912		$	162,938	$	310,857	$	0	$	473,795
Media production, distribution and content		4,937		259,229		591,671		855,837			1,240		92,698		133,275		227,213
Events and performance		328,366		459,038		0		787,404			94,687		125,117		0		219,804
Talent representation and licensing		0		0		493,780		493,780			0		0		145,929		145,929
Marketing		0		0		156,413		156,413			0		0		49,028		49,028
Eliminations		0		0		0		(15,189	)		0		0		0		(4,497	)
Total	$	830,867	$	1,514,615	$	1,241,864	$	3,572,157		$	258,865	$	528,672	$	328,232	$	1,111,272

Three Months Ended September 30, 2020

Owned Sports Properties

Events, Experiences & Rights

Representation

Total

Media rights

$
169,817

$
261,978

$
0

$
431,795

Media production, distribution and content

1,701

59,347

42,296

103,344

Events and performance

127,612

62,932

0

190,544

Talent representation and licensing

0

0

102,799

102,799

Marketing

0

0

38,488

38,488

Eliminations

0

0

0

(2,478
)
Total

$
299,130

$
384,257

$
183,583

$
864,492

~~Table of Contents~~

Nine Months Ended September 30, 2020

Owned Sports Properties

Events, Experiences & Rights

Representation

Total

Media rights

$
395,857

$
524,914

$
0

$
920,771

Media production, distribution and content

4,901

173,109

193,295

371,305

Events and performance

282,778

474,844

0

757,622

Talent representation and licensing

0

0

330,686

330,686

Marketing

0

0

145,176

145,176

Eliminations

0

0

0

(7,757
)
Total

$
683,536

$
1,172,867

$
669,157

$
2,517,803


	Six Months Ended June 30, 2021
	Owned Sports Properties		Events, Experiences & Rights		Representation		Total
Media rights	$	340,591	$	633,983	$	0	$	974,574
Media production, distribution and content		3,427		177,411		192,198		373,036
Events and performance		198,328		256,888		0		455,216
Talent representation and licensing		0		0		292,674		292,674
Marketing		0		0		92,269		92,269
Eliminations		0		0		0		(6,915	)
Total	$	542,346	$	1,068,282	$	577,141	$	2,180,854

In the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, there was revenue recognized of $~~14.6~~16.7 million and $~~8.2~~9.9 million, respectively, from performance obligations satisfied in prior periods. In the ~~nine~~six months ended ~~September~~June 30, ~~2021and 2020,~~2022 and 2021, there was revenue recognized of $~~36.8~~30.7 millionand $~~10.5~~23.0 million, respectively, from performance obligations satisfied in prior periods.

Remaining Performance Obligations

The following table presents the aggregate amount of transaction price allocated to remaining performance obligations for contracts greater than one year with unsatisfied or partially satisfied performance obligations as of ~~September~~June 30, ~~2021~~2022 (in thousands). The transaction price related to these future obligations does not include any variable consideration.


	Years Ending December 31,		Years Ending December 31,
Remainder of 2021	$	413,888
2022		1,519,817
Remainder of 2022			$	833,850
2023		1,304,702		1,572,487
2024		1,011,721		1,199,045
2025		950,756		1,079,046
2026				200,015
Thereafter		621,767		586,687
	$	5,822,651	$	5,471,130

Contract Liabilities

The Company records deferred revenue when cash payments are received or due in advance of its performance. The Company’s deferred revenue balance primarily relates to advance payments received related to advertising and sponsorship agreements, event advanced ticket sales and performance tuition. Deferred revenue is included in the current liabilities section and in other long-term liabilities in the consolidated balance sheets.

The following table presents the Company’s contract liabilities as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):


	December 31,												Foreign		September 30,
Description	2020		Additions		Deductions			Acquisitions		Held for Sale			Exchange		2021		December 31, 2021		Additions		Deductions			Acquisitions		Held for Sale			Foreign Exchange			June 30, 2022
Deferred revenue - current	$	606,530	$	1,690,495	$	(1,462,394	)	$	39,449	$	(239,623	)	$	2,074	$	636,531	$	651,760	$	1,290,101	$	(1,391,296	)	$	20,970	$	(2,366	)	$	(4,902	)	$	564,267
Deferred revenue - noncurrent	$	19,437	$	7,595	$	(17,536	)	$	18,564	$	(3,652	)	$	0	$	24,408	$	62,155	$	7,999	$	4,303		$	—	$	—		$	(186	)	$	74,271

~~19.~~ 15. SEGMENT INFORMATION

As of ~~September~~June 30, ~~2021,~~2022, the Company has 3 reportable segments: Owned Sports Properties, Events, Experiences & Rights, and Representation. The Company also reports the results for the ~~“Corporate”~~"Corporate" group. The profitability measure employed by the Company’s chief operating decision maker for allocating resources and assessing operating performance is Adjusted EBITDA. Segment information is presented consistently with the basis for the year ended December 31, ~~2020.~~2021. Summarized financial information for the Company’s reportable segments is shown in the following tables (in thousands):

Revenue


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Owned Sports Properties	$	331,930		$	258,865		$	628,619		$	542,346
Events, Experiences & Rights		627,872			528,672			1,453,685			1,068,282
Representation		357,955			328,232			715,276			577,141
Eliminations		(5,242	)		(4,497	)		(11,302	)		(6,915	)
Total consolidated revenue	$	1,312,515		$	1,111,272		$	2,786,278		$	2,180,854

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Owned Sports Properties

$
288,521

$
299,130

$
830,867

$
683,536

Events, Experiences & Rights

446,333

384,257

1,514,615

1,172,867

Representation

664,723

183,583

1,241,864

669,157

Eliminations

(8,274
)

(2,478
)

(15,189
)

(7,757
)
Total consolidated revenue

$
1,391,303

$
864,492

$
3,572,157

$
2,517,803

2926

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Reconciliation of segment profitability


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Owned Sports Properties	$	134,679		$	166,678		$	412,495		$	334,474		$	161,270		$	132,267		$	310,011		$	277,816
Events, Experiences & Rights		84,993			(9,595	)		160,843			16,873			108,117			36,800			240,600			75,850
Representation		141,801			41,666			264,969			162,315			111,221			61,685			212,926			123,168
Corporate		(78,156	)		(22,802	)		(187,476	)		(106,340	)		(74,253	)		(62,704	)		(142,733	)		(109,320	)
Adjusted EBITDA		283,317			175,947			650,831			407,322			306,355			168,048			620,804			367,514
Reconciling items:
Equity losses of affiliates		3,052			3,119			876			4,916
Equity (earnings) losses of affiliates														(1,644	)		1,158			(5,393	)		(2,176	)
Interest expense, net		(55,783	)		(71,277	)		(207,970	)		(212,954	)		(62,505	)		(83,836	)		(121,777	)		(152,187	)
Depreciation and amortization		(71,661	)		(76,471	)		(208,058	)		(241,669	)		(65,612	)		(69,161	)		(131,606	)		(136,397	)
Equity-based compensation expense		(60,885	)		(20,602	)		(464,393	)		(37,577	)		(60,607	)		(387,017	)		(111,463	)		(403,508	)
Merger, acquisition and earn-out costs		(13,107	)		(6,682	)		(38,291	)		(15,985	)		(14,568	)		(14,199	)		(27,362	)		(25,184	)
Certain legal costs		266			(1,646	)		(4,260	)		(7,805	)		(8,598	)		(574	)		(9,600	)		(4,526	)
Restructuring, severance and impairment		(2,179	)		(952	)		(6,612	)		(213,199	)		(1,442	)		(4,026	)		(1,960	)		(4,433	)
Fair value adjustment - equity investments		(90	)		1,547			13,614			(4,212	)		11,691			5,905			13,344			13,704
COVID-19 related costs		0			1,958			0			(10,155	)
Gain on sale of the restricted Endeavor Content business														0			0			463,641			0
Tax receivable agreements liability adjustment														2,405			0			(51,092	)		0
Other		(9,152	)		6,772			(51,063	)		50,367			(20,689	)		(28,334	)		(31,663	)		(41,911	)
Income (loss) before income taxes and equity losses of affiliates	$	73,778		$	11,713		$	(315,326	)	$	(280,951	)	$	84,786		$	(412,036	)	$	605,873		$	(389,104	)

~~20.~~ 16. COMMITMENTS AND CONTINGENCIES

Claims and Litigation

The Company is involved in legal proceedings, claims and governmental investigations arising in the normal course of business. The types of allegations that arise in connection with such legal proceedings vary in nature, but can include contract, employment, tax and intellectual property matters. The Company evaluates all cases and records liabilities for losses from legal proceedings when the Company determines that it is probable that the outcome will be unfavorable and the amount, or potential range, of loss can be reasonably estimated. While any outcome related to litigation or such governmental proceedings cannot be predicted with certainty, management believes that the outcome of these matters, except as otherwise may be discussed below, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

An employee of the Company is one of several individuals and entities named in a complaint by India’s Director of Enforcement ~~(“DE”~~("DE"), initially filed in January 2015, alleging violations of the Foreign Exchange Management Act ~~(“FEMA”~~("FEMA"). The complaint alleges that the employee participated as an advisor in a series of transactions in 2009 that were completed by and on behalf of a client, the Board of Control for Cricket in India (the ~~“BCCI”~~"BCCI"), and that contravened two provisions of FEMA. The subject transactions were pursued under the direction and control of one of the BCCI’s board members. The Company is not alleged to have possessed any funds improperly or to have made or received any of the payments that are alleged to have violated FEMA. The Company is cooperating with the DE’s investigation which, at present, is in its early stages.

In July 2017, the Italian Competition Authority ~~(“ICA”~~("ICA") issued a decision opening an investigation into alleged breaches of competition law in Italy, involving inter alia IMG, and relating to bidding for certain media rights of the Serie A and Serie B football leagues. In April 2018, the European Commission conducted on-site inspections at a number of companies that are involved with sports media rights, including the Company. The inspections were part of an ongoing investigation into the sector and into potential violations of certain antitrust laws that may have taken place within it. The Company investigated these ICA matters, as well as other regulatory compliance matters. In May 2019, the ICA completed its investigation and fined the Company approximately EUR 0.3 million. As part of its decision, the ICA acknowledged the Company’s cooperation and ongoing compliance efforts since the investigation commenced. In July 2019, three football clubs and in June 2020, the Serie A football league (Lega Nazionale Professionisti Serie A or ~~“Lega Nazionale”,~~"Lega Nazionale," and together with the three clubs, the ~~“Plaintiffs”~~"Plaintiffs") each filed separate claims against IMG and certain other unrelated parties in the Court of Milan, Italy, alleging that IMG engaged in anti-competitive practices with regard to bidding for certain media rights of the Serie A and Serie B football leagues. The Plaintiffs seek damages from all defendants in amounts totaling EUR 554.6 million in the aggregate relating to the three football clubs and EUR 1,592.2 million relating to Lega Nazionale, along with attorneys’ fees and costs (the ~~“Damages Claims”~~"Damages Claims"). Since December 2020, four additional football clubs have each filed requests to intervene in the Lega Nazionale proceedings and individually seek to claim amounts in the aggregate totaling EUR 251.5 million. Ten other clubs also filed requests to intervene in support of Lega Nazionale’s claim or alternatively to individually claim in the amount of EUR 92.1 million, in the case of one club, and unspecified amounts (to be quantified as a percentage of the total amount sought by Lega Nazionale) in the other nine cases. Collectively, the interventions of these 14 clubs are the ~~“Interventions”.~~"Interventions." The Company intends to defend against the Damages Claims, Interventions and any related claims, and management believes that the Company has meritorious defenses to these claims, including the absence of standing of the clubs, and the absence of actual damage. The Company may also be subject to regulatory and other claims and actions with respect to these ICA and other regulatory matters. Any judgment entered against the Company or settlement entered into, including with respect to claims or actions brought by other parties, could materially and adversely impact the Company’s business, financial condition and results of operations.

Zuffa has 5 related class-action lawsuits filed against it in the United States District Court for the Northern District of California (the ~~“District Court”~~"District Court") between December 2014 and March 2015 by a total of 11 former UFC fighters. The complaints in the five lawsuits are substantially identical. Each alleges that Zuffa violated Section 2 of the Sherman Act by monopolizing the alleged market for the promotion

3027

~~Table of Contents~~

of elite professional MMA bouts and monopolizing the alleged market for elite professional MMA ~~Fighters’~~fighters’ services. Plaintiffs claim that Zuffa’s alleged conduct injured them by artificially depressing the compensation they received for their services and their intellectual property rights, and they seek treble damages under the antitrust laws, as well as attorneys’ fees and costs, and injunctive relief. On December 14, 2020, the District Court orally indicated its intention to grant ~~Plaintiffs’~~plaintiffs’ motion to certify the Bout Class (comprised of fighters who participated in bouts from December 16, 2010 to September 30, 2017) and to deny ~~Plaintiffs’~~plaintiffs’ motion to certify the Identity Class (a purported class based upon the alleged expropriation and exploitation of fighter identities). The Company is awaiting the official written order from the judge and assuming he rules as previously indicated, then the Company will seek an appeal of this decision. On June 23, 2021, plaintiffs’ lawyers filed a new case against Zuffa and EGH alleging substantially similar claims, but providing for a class period from July 1, 2017 to present. Management believes that the Company has meritorious defenses against the allegations and intends to defend itself vigorously.

In February 2021, the Company signed the Franchise Agreements directly with the WGA. These Franchise Agreements include terms that, among other things, prohibit the Company from (a) negotiating packaging deals after June 30, 2022 and (b) having more than a 20% non-controlling ownership or other financial interest in, or being owned or affiliated with any individual or entity that has more than a 20% non-controlling ownership or other financial interest in, any entity or individual engaged in the production or distribution of works written by WGA members under a WGA collective bargaining agreement. The Franchise Agreements provide for a transition period for the Company to come into compliance with certain of its provisions. During the term of the Franchise Agreements, until the Company is in compliance, the Franchise Agreements require that the Company place into escrow (i) an amount equal to Endeavor Content’s after-tax gross profits from the production of works written by WGA members under a WGA collective bargaining agreement and (ii) an amount equal to the Company’s after tax writer commissions and package fees received in connection with such Endeavor Content productions. As a result, in the third quarter, the Company began marketing the restricted Endeavor Content business for sale and such assets and liabilities are reflected as held for sale in the consolidated balance sheet as of September 30, 2021.

~~Guarantees and~~ Commitments

The Company routinely enters into purchase or guarantee arrangements for event, media or other representation rights as well as for advancements for content production or overhead costs with various organizations. Subsequent to December 31, 2020, the Company entered into certain new arrangements increasing its purchase/guarantee agreements by $~~1.3~~ ~~billion, which will be due in 2021 through 2028.~~

In September 2021, the Company signed an agreement to acquire the OpenBet business ("OpenBet") of Light & Wonder, Inc. (formerly known as Scientific Games ~~Corporation~~Corporation) ("~~OpenBet"~~Light & Wonder"). OpenBet consists of companies that provide products and services to sports betting operators for the purposes of sports wagering. Based on the amended agreement entered into in June 2022 (which was further amended in August 2022), the Company ~~will~~has agreed to pay ~~Scientific Games Corporation~~ consideration to Light & Wonder of $~~1.0~~800.0 ~~billion~~million, consisting of $750.0 million in cash and ~~will issue~~ ~~7,605,199~~2,305,794 newly-issued shares of the Company's Class A common stock, a value of $~~200.0~~50.0 million based on the volume-weighted average trading price of the Class A common stock for the twenty trading days ended on ~~September 24, 2021.~~June 29, 2022. The closing of this transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in the ~~first half~~third quarter of 2022.

~~21.~~ 17. RELATED PARTY TRANSACTIONS

The Company has the following related party transactions as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


	June 30,		December 31,
	2022		2021
Other current assets	$	18,046	$	4,728
Investments		1,570		0
Other assets		0		322
Deferred Revenue		4,833		264
Current liabilities		77		320
Other current liabilities		3,490		2,111

September 30,

December 31,

2021

2020

Other current assets

$
7,430

$
5,572

Other assets

4,451

1,400

Assets held for sale

3,051

0

Current liabilities

0

1,356

Other current liabilities

1,007

969


	Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended June 30,					Six Months Ended June 30,
	2021		2020			2021		2020		2022			2021		2022			2021
Revenue	$	641	$	1,306		$	13,680	$	6,484	$	9,842		$	6,039	$	17,581		$	13,039
Direct operating costs		772		533			3,629		2,505		(354	)		724		4,342			2,857
Selling, general and administrative expenses		1,768		(583	)		6,198		9,678		605			3,304		2,466			4,430
Interest expense, net		0		433			—		911
Other income, net		875		875			2,625		2,625
Other income (expense), net											875			875		(13,250	)		1,750

As of ~~September~~June 30, ~~2021,~~2022, the Company has an equity-method investment in Euroleague, a related party. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company recognized revenue of $(0.4) million, $~~0.2~~3.4 million, $~~0.2~~ ~~million, $4.9~~2.4 million and $($~~2.2~~4.7) million, respectively, for a management fee to compensate it for representation and technical services it provides to Euroleague in relation to the distribution of media rights. This revenue is included in the Owned Sports Properties segment. Also, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company recognized revenue of $(~~0.1) million,~~ $~~0.1~~2.6 million, $~~6.4~~5.4 million, $3.9 million and $~~4.7~~6.5 million, respectively, for production services provided to Euroleague as well as direct operating costs of ~~less than a~~ $~~hundred thousand~~1.0~~, $(0.2~~) million, $~~2.2~~2.5 million, $0.5 million and $12.3 million, respectively, for the procurement of a license for gaming rights from Euroleague, which are included in the Events,

~~Table of Contents~~

Experiences & Rights segment. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had a receivable of $~~5.5~~4.8 million and $~~0.7~~1.4 million, respectively, and a payable of $~~NaN~~0.1 million and $~~1.0~~1.4 million, respectively.

Silver Lake and certain of our executives indirectly own a minority interest in The Raine Group ("Raine"). During the three and six months ended June 30, 2022, the Company paid $15.0 million in transaction costs to Raine for investment banking services in connection with the sale of the restricted Endeavor Content business (Note 4). In addition, during the three and six months ended June 30, 2022, the Company invested $1.6 million in non-marketable funds maintained by Raine.

~~22.~~28

18. SUBSEQUENT EVENTS

In ~~October 2021,~~August 2022, the Company entered into a ~~credit~~purchase agreement ~~amendment~~with Silver Lake, stockholders of the Company, to sell the ~~New First Lien Term Loan~~ten PDL Clubs that operate under the ~~Zuffa Credit Facilities. This amendment established a new incremental term loan (the “Incremental Term Loan”) in~~DBH umbrella for an aggregate ~~principal amount~~purchase price of approximately $280 million cash, subject to customary adjustments. The closing of this transaction is expected in the fourth quarter of 2022.

In August 2022, the Company acquired 55% of Barrett-Jackson Holdings, LLC ("Barrett-Jackson"), which is engaged in the business of collector car auctions and sales as well as other collector car related events and experiences, in exchange for consideration having an aggregate value of $~~600.0~~261.2 million, ~~which was fully borrowed~~subject to certain adjustments. The aggregate consideration consists of $248.7 million of cash and 563,935 newly-issued shares of the Company's Class A common stock with a value of $12.5 million based on the volume-weighted average trading price of the Class A common stock for the thirty trading days ending on the day immediately preceding the closing date of such transaction. Considering the proximity of the closing of the acquisition, additional disclosures required under ASC Topic 805, Business Combinations, will be provided in ~~October 2021.~~the Company’s next quarterly interim financial statements.

In August 2022, the Company entered into additional interest rate hedges to swap $750 million of its 2014 Credit Facilities from floating interest expense to fixed. The ~~Incremental Term Loan~~2014 Credit Facilities pay interest based on LIBOR +2.75%. The LIBOR portion of the facility has ~~terms identical to the existing term loans and: (i) bears interest~~been fixed at a coupon of 3.162% until August 31, 2024. Hedge accounting will be applied to these additional interest rate ~~equal to LIBOR or base rate, at the option of UFC Holdings, LLC (“UFC”), plus an applicable margin of~~ swaps.~~3.00% for LIBOR loans, or~~ ~~2.00% for base rate loans (with a LIBOR floor equal to 0.75%); (ii) is subject to a~~ ~~25 basis point step-down to 2.75% for LIBOR loans~~ ~~if the First Lien Leverage Ratio is below~~ ~~3.50 to 1.00; and (iii) has a final maturity date of~~ ~~April 29, 2026. The existing term loans and the Incremental Term Loan collectively comprise a single class of term loans under the existing credit agreement.~~

~~Table of Contents~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report and with our audited financial statements and related notes included in our ~~prospectus dated April 28,~~ 2021 ~~filed with the SEC on April 30,~~Annual Report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I, Item 1A. "Risk Factors" of our 2021 ~~pursuant to Rule 424(b)~~Annual Report, as updated by Part II, Item 1A. "Risk Factors" of this Quarterly Report, or in other sections of the ~~Securities Act of 1933, as amended (the “Prospectus”). The historical financial data discussed below reflects our historical results of operations~~2021 Annual Report and ~~financial position and relate to periods prior to the reorganization transactions. As a result, the following discussion does not reflect the significant impact that such events will have on us.~~

this Quarterly Report.

BUSINESS OVERVIEW

Endeavor ~~Group Holdings, Inc.~~ is a ~~premium intellectual property, content, events,~~global sports and ~~experiences~~entertainment company. We own and operate premium sports properties, including the UFC, produce and distribute sports and entertainment content, own and manage exclusive live events and experiences, and represent top sports and entertainment talent, as well as blue chip corporate clients. Founded as a client representation business, we expanded organically and through strategic mergers and acquisitions, investing in new capabilities, including sports operations and advisory, events and experiences management, media production and distribution, brand licensing, and experiential marketing. The addition of these new capabilities and insights transformed our business into an integrated global platform anchored by owned and managed premium intellectual property.

Segments

We operate our business in three segments: (i) Owned Sports Properties; (ii) Events, Experiences & Rights; and (iii) Representation.

Owned Sports Properties

Our Owned Sports Properties segment is comprised of a unique portfolio of scarce sports properties, including UFC, ~~PBR~~Professional Bull Riders ("PBR"), Euroleague and ~~Euroleague,~~Diamond Baseball Holdings ("DBH"), that generate significant growth through innovative rights deals and exclusive live events.

Through the UFC, the world’s premier professional MMA organization, we produce more than 40 live events annually which are broadcast in over 160 countries and territories to approximately one billion TV households. UFC was founded in 1993 and has grown in popularity after hosting more than 500 events and reaching a global audience through an increasing array of broadcast license agreements and our owned FIGHT PASS streaming platform. The value of our content is demonstrated by our licensing arrangements with ESPN and other international broadcasters and our increasing consumer engagement is reflected by the growth of FIGHT PASS subscribers and overall follower growth and engagement across our social ~~channels.~~

channels - now reaching 188 million followers.

PBR is the world’s premier bull riding circuit with more than 500 bull riders from the United States, Australia, Brazil, Canada, and Mexico, competing in more than 200 bull riding events each year pre-pandemic. PBR is one of America’s fastest growing sports with annual attendance for its premier series quadrupling since its inception in 1995.

We have an up to 20-year partnership with Euroleague basketball, which could extend into 2036, to manage and capitalize on all of the commercial business of the league, including media rights, sponsorship, content production, licensing, digital distribution, events staging, and hospitality, for which we receive a management fee. ~~Euroleague is one~~

At the end of 2021 and in January 2022, we acquired ten Professional Development League clubs (the "PDL Clubs"), whose results are included in Owned Sports Properties and are being operated under the DBH umbrella. In August 2022, we entered into a purchase agreement with Silver Lake, stockholders of the ~~most popular indoor sports leagues~~Company, to sell the PDL Clubs for an aggregate purchase price of approximately $280 million cash, subject to customary adjustments. The closing of this transaction is expected to be in the ~~world, averaging attendance~~fourth quarter of ~~over 8,500 per game in the 2019-2020 season.~~

2022.

Events, Experiences & Rights

In our Events, Experiences & Rights segment, we own, operate, and provide services to a diverse portfolio of over 800 live events annually, including sporting events covering 20 sports across 25 countries, international fashion weeks, art fairs and music, culinary and lifestyle festivals. We own and operate many of these events, including the Miami Open, HSBC Champions, Frieze Art Fair, New York Fashion Week, and Hyde Park Winter ~~Wonderland, and we have a strategic partnership with the PGA-sanctioned Asian Tour.~~Wonderland. We also operate other events on behalf of third parties, including the AIG Women’s ~~British~~ Open and ~~Fortnite World Cup.~~Honda Classic. Through On Location, we provide premium experiences, historically providing more than 900 per year for sporting and music events such as the Super Bowl, Ryder Cup, NCAA Final Four and Coachella.

We are one of the largest independent global distributors of sports video programming and data. We sell media rights globally on behalf of more than 150 clients such as the International Olympic Committee, ~~(“IOC”),~~ the ~~NFL,~~National Football League, and the National Hockey League, ~~(“NHL”),~~ as well as for our owned assets and channels. We also provide league advisory services given the array of experience we have to offer. Through IMG ARENA, we work with more than 470 leading sportsbook brands worldwide to deliver live streaming video and data feeds for more than 45,000 sports events annually, as well as for on-demand virtual sports products including our own UFC Event Centre. We also leverage the technology derived from IMG ARENA to provide streaming video solutions to our clients and our owned assets via Endeavor Streaming.

Additionally, we own and operate IMG Academy, a leading academic and sports training institution located in Florida, as well as Next College Student Athlete ("NCSA"), which provides recruiting and admissions services to high school student athletes and college athletic departments and admissions officers.

In September 2021, we signed an agreement to acquire the OpenBet business ("OpenBet") of Light & Wonder, Inc. (formerly known as Scientific Games ~~Corporation~~Corporation) ("~~OpenBet"~~Light & Wonder"). OpenBet consists of companies that provide products and services to sports betting operators for the purposes of sports wagering. Based on the amended agreement entered into in June 2022 (which was further amended in August 2022), we ~~will~~have agreed to pay consideration to ~~Scientific Games Corporation~~Light & Wonder of $800.0 million, consisting of cash of ~~$1.0 billion,~~$750.0 million, expected to be funded with cash on hand, and ~~additional borrowings under our~~

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~~Senior Credit Facilities, and 7,605,199~~2,305,794 newly-issued shares of our Class A common stock, ~~with~~ a value of ~~$200~~$50.0 million based on the volume-weighted average trading price of the Class A common stock for the twenty trading days ended on ~~September 24, 2021.~~June 29, 2022. The closing of this transaction is subject to regulatory approvals and

other customary closing conditions and is expected to close in the ~~first half~~third quarter of 2022. Upon closing of the acquisition, we expect to create a new reportable segment tothat will include IMG ARENA and the OpenBet business.

In April 2022, we acquired the Mutua Madrid Open tennis tournament and additional assets, including the Acciona Open de España golf tournament, from Super Slam Ltd and its affiliates. We paid $386.1 million for consideration and transfer fees at closing, an additional $31.8 million of consideration is payable within two years of closing, and $0.6 million of contingent consideration payable within three years of closing.

In August 2022, we acquired 55% of Barrett-Jackson Holdings, LLC ("Barrett-Jackson"), which is engaged in the business of collector car auctions and sales as well as other collector car related events and experiences, in exchange for consideration having an aggregate value of $261.2 million, subject to certain adjustments. The aggregate consideration consists of $248.7 million of cash and 563,935 newly-issued shares of the Company's Class A common stock with a value of $12.5 million based on the volume-weighted average trading price of the Class A common stock for the thirty trading days ending on the day immediately preceding the closing date of such transaction.

Representation

Our Representation segment provides services to more than 7,000 talent and corporate ~~clients and includes our content division, Endeavor Content.~~clients. Our Representation business deploys a subset of our integrated capabilities on behalf of our clients.

Through our client representation and management businesses, including the WME talent agency and IMG Models, we represent a diverse group of talent across entertainment, sports, and fashion, including actors, directors, writers, athletes, models, musicians, and other artists, in a variety of mediums, such as film, television, books, and live events. Through our 160over90 business, we provide brand strategy, marketing, advertising, public relations, analytics, digital, activation, and experiential services to many of the world’s largest brands. Through IMG Licensing, we provide IP licensing services to a large portfolio of entertainment, sports, and consumer product brands, including representing these clients in the licensing of their logos, trade names and trademarks.

Previously, our Representation segment included our restricted Endeavor Content ~~provides~~business, which provided a premium alternative to traditional content studios, offering a range of services including content development, production, financing, sales, and advisory services for creators. In February 2021, the Company signed ~~a new franchise agreement and side letter (the “Franchise Agreements”)~~the Franchise Agreements directly with the ~~Writer’s Guild of America East and the Writer’s Guild of America West (collectively, the “WGA”).~~WGA. These Franchise Agreements ~~include~~included terms that, among other things, ~~prohibit~~prohibited the Company from (a) negotiating packaging deals after June 30, 2022 and (b) having more than a 20% non-controlling ownership or other financial interest in, or being owned or affiliated with any individual or entity that has more than a 20% non-controlling ownership or other financial interest in, any entity or individual engaged in the production or distribution of works written by WGA members under a WGA collective bargaining agreement. As a result, in the third quarter, the Company began marketing the restricted Endeavor Content business for sale and such assets and liabilities ~~are~~were reflected as held for sale in the consolidated balance sheet as of ~~September~~December 31, 2021. The sale of 80% of the restricted Endeavor Content business closed in January 2022. Our retained 20% interest is reflected as an equity method investment as of June 30, ~~2021.~~

2022 and is not part of the Representation segment.

Components of Our Operating Results

Revenue

In our Owned Sports Properties segment, we primarily generate revenue via media rights fees, pay-per-view, sponsorships, ticket sales, subscriptions, and license fees. In our Events, Experiences & Rights segment, we primarily generate revenue from media rights sales, production service and studio fees, sponsorships, ticket and premium experience sales, subscriptions, streaming fees, tuition, profit sharing, and commissions. In our Representation segment, we generate revenue primarily through commissions, packaging fees, marketing and consulting fees, production fees, and content licensing fees.

Direct Operating Costs

Our direct operating costs primarily include third-party expenses associated with the production of events and experiences, content production costs, operation of our training and education facilities, and fees for media rights, including required payments related to sales agency contracts when minimum sales guarantees are not met.

Selling, General and Administrative

Our selling, general and administrative expenses primarily include personnel costs as well as rent, professional service costs and other overhead required to support our operations and corporate structure.

Provision for Income Taxes

EGH was incorporated as a Delaware corporation in January 2019. It was formed as a holding company for the purpose of completing an IPO and other related transactions. As the sole managing member of Endeavor Manager, which is the sole managing member of EOC, EGH operates and controls all the business and affairs of EOC, and through EOC and its subsidiaries, conducts the Company’s business. EGH is subject to corporate income tax on its share of taxable income or loss of EOC, derived from Endeavor Manager. EOC is treated as a partnership for U.S. federal income tax purposes and is therefore not subject to U.S. corporate income tax. However, certain of EOC’s subsidiaries are subject to U.S. or foreign corporate income tax.

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The COVID-19 pandemic ~~has~~ rapidly changed market and economic conditions globally, including significantly impacting the entertainment and sports industries as well as our business, results of operations, financial position and cash ~~flows.~~

~~The COVID-19 pandemic resulted in various governmental restrictions and began to have a significant adverse impact on our business and operations~~flows beginning in March 2020, including the lack of ticketed PBR and UFC events and the early cancellation of the 2019-2020 Euroleague season adversely impacting our Owned Sports Properties segment; the postponement or cancellation of live sporting events and other in-person events adversely impacting our Events, Experiences & Rights segment; and stoppages of entertainment productions, including film, television shows

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and music events, as well as reduced corporate spending on marketing, experiential and activation, adversely impacting our Representation segment. Furthermore, following the merger of our IMG College business with Learfield, the operating results of the merged business had been weaker than anticipated driven by lower than expected sales and have been further impacted in 2020 by COVID-19 as a result of the delay, cancellation of or shortened college football season and the prohibition of fans by many teams, which resulted in impairment charges at Learfield IMG College in 2020 adversely impacting our equity earnings. In 2020, we also recognized goodwill and intangible asset impairment charges primarily at our Events, Experiences & Rights segment, driven by lower projections as a result of the impact of COVID-19 and restructuring in certain of our businesses. In the future, any further impact to our business as a result of COVID-19 could result in additional impairments of goodwill, intangibles, long-term investments and long-lived assets.

2020. While activity has resumed in all of our businesses and restrictions have been lessened or lifted, restrictions could in the future be increased or reinstated. As a result of this and numerous other uncertainties surrounding the pandemic and the risk that additional postponements or cancellations of live sporting events and other in-person events, and changes in consumer preferences towards our business and the industries in which we operate could occur, we are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial position and cash flows, but acknowledge that its impact on our business and results of operations may be material. We expect that recovery will continue and that the wider impact on revenue and cash flows will vary, but will generally depend on the factors listed above and the general uncertainty surrounding COVID-19. The Company believes that existing cash, cash generated from operations and available capacity for borrowings under its credit facilities will satisfy working capital requirements, capital expenditures, and debt service requirements for at least the succeeding year.

UFC Buyout

Substantially simultaneous with the closing of the IPO, we consummated ~~the UFC Buyout~~transactions whereby we acquired equity interests in UFC Parent (including warrants of UFC Parent) from the Other UFC Holders (or their affiliates) resulting in Endeavor Operating Company directly or indirectly owning 100% of the equity interests of UFC ~~Parent.~~

Parent (the "UFC Buyout").

As a result of the UFC Buyout, we no longer attribute income (loss) to non-controlling interests related to UFC in our consolidated statement of operations and recognized a reduction in nonredeemable non-controlling interests on our consolidated balance sheet. Furthermore, restrictions on dividends under the UFC LLC Agreement are no longer in place after the UFC Buyout, although restrictions from the UFC Credit Facilities remain in place.

Reorganization

Prior to the closing of the IPO on May 3, 2021, we undertook reorganization transactions, following which Endeavor Group Holdings became a holding company, and its principal asset is an equity interest in a newly formed subsidiary of Endeavor Group Holdings, Endeavor Manager, of which Endeavor Group Holdings serves as the managing member. Endeavor Manager is in turn the managing member of Endeavor Operating Company. Endeavor Group Holdings manages and operates the business and controls the strategic decisions and day-to-day operations of Endeavor Manager as its sole managing member, and Endeavor Operating Company as its indirect sole managing member, and also has a substantial financial interest in Endeavor Manager and, indirectly, Endeavor Operating Company. Accordingly, Endeavor Group Holdings consolidates the results of operations of Endeavor Manager and Endeavor Operating Company, and a portion of Endeavor Group Holding’s net income (loss) is allocated to non-controlling interests to reflect the entitlements of certain former members of Endeavor Operating Company who retain ownership interests in Endeavor Manager and Endeavor Operating Company.

After consummation of the IPO and the reorganization transactions, we became subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of Endeavor Manager and Endeavor Operating Company, and we are taxed at the prevailing corporate tax rates. Endeavor Operating Company makes distributions to us in an amount sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments due under the ~~Tax Receivable Agreement.~~

~~In addition, we have begun implementing~~tax receivable agreements ("TRA"). The Company entered into the TRAs with certain persons that held direct or indirect interests in EOC and ~~will continue~~UFC Parent prior to ~~implement additional procedures and processes~~the IPO. The TRAs generally provide for the ~~purpose~~payment by EGH of addressing the standards and requirements applicable to public companies. We expect to continue to incur expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, reporting requirements85% of the ~~SEC, transfer agent fees, hiring additional accounting, legal~~amount of any tax benefits that EGH actually realizes as further described below under "Liquidity and ~~administrative personnel, increased auditing~~Capital Resources—Future sources and ~~legal fees and similar expenses. We have recognized and will continue to recognize certain non-recurring costs as part~~uses of ~~our transition to a publicly traded company, consisting of professional fees and other expenses.~~liquidity—Tax receivable agreements".

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RESULTS OF OPERATIONS

The following is a discussion of our consolidated results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. This information is derived from our accompanying consolidated financial statements prepared in accordance with GAAP.

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

2021

2020

2021

2020

Revenue

$
1,391,303

$
864,492

$
3,572,157

$
2,517,803

Operating expenses:

Direct operating costs

673,215

422,070

1,790,562

1,275,997

Selling, general and administrative expenses

520,626

318,933

1,686,840

1,009,951

Insurance recoveries

(12,233
)

(19,563
)

(42,100
)

(53,523
)
Depreciation and amortization

71,661

76,471

208,058

241,669

Impairment charges

754

—

4,524

175,282

Total operating expenses

1,254,023

797,911

3,647,884

2,649,376

Operating income (loss)

137,280

66,581

(75,727
)

(131,573
)
Other (expense) income:

Interest expense, net

(55,783
)

(71,277
)

(207,970
)

(212,954
)
Loss on extinguishment of debt

—

—

(28,628
)

—

Other (expense) income, net

(7,719
)

16,409

(3,001
)

63,576

Income (loss) before income taxes and equity losses of affiliates

73,778

11,713

(315,326
)

(280,951
)
(Benefit from) provision for income taxes

(7,718
)

(941
)

58,285

43,614

Income (loss) before equity losses of affiliates

81,496

12,654

(373,611
)

(324,565
)
Equity losses of affiliates, net of tax

(17,883
)

(34,473
)

(77,167
)

(244,280
)
Net income (loss)

63,613

(21,819
)

(450,778
)

(568,845
)
Less: Net income (loss) attributable to non-controlling interests

21,128

58,430

(141,980
)

32,914

Less: Net loss attributable to Endeavor Operating Company, LLC prior to the reorganization transactions

—

(80,249
)

(31,686
)

(601,759
)
Net income (loss) attributable to Endeavor Group Holdings, Inc.

$
42,485

$
—

$
(277,112
)

$
—


	Three Months Ended June 30,						Six months ended June 30,
(in thousands)	2022			2021			2022			2021
Revenue	$	1,312,515		$	1,111,272		$	2,786,278		$	2,180,854
Operating expenses:
Direct operating costs		508,385			570,955			1,203,026			1,117,347
Selling, general and administrative expenses		587,499			785,101			1,127,705			1,166,214
Insurance recoveries		—			(10,210	)		(993	)		(29,867	)
Depreciation and amortization		65,612			69,161			131,606			136,397
Impairment charges		—			3,770			—			3,770
Total operating expenses		1,161,496			1,418,777			2,461,344			2,393,861
Operating income (loss)		151,019			(307,505	)		324,934			(213,007	)
Other (expense) income:
Interest expense, net		(62,505	)		(83,836	)		(121,777	)		(152,187	)
Loss on extinguishment of debt		—			(28,628	)		—			(28,628	)
Tax receivable agreements liability adjustment		2,405			—			(51,092	)		—
Other (expense) income, net		(6,133	)		7,933			453,808			4,718
Income (loss) before income taxes and equity losses of affiliates		84,786			(412,036	)		605,873			(389,104	)
Provision for (benefit from) income taxes		2,699			60,918			(14,535	)		66,003
Income (loss) before equity losses of affiliates		82,087			(472,954	)		620,408			(455,107	)
Equity losses of affiliates, net of tax		(39,867	)		(43,813	)		(60,522	)		(59,284	)
Net income (loss)		42,220			(516,767	)		559,886			(514,391	)
Less: Net income (loss) attributable to non-controlling interests		16,414			(190,354	)		214,534			(163,108	)
Less: Net loss attributable to Endeavor Operating Company, LLC prior to the reorganization transactions		—			(6,816	)		—			(31,686	)
Net income (loss) attributable to Endeavor Group Holdings, Inc.	$	25,806		$	(319,597	)	$	345,352		$	(319,597	)

Revenue

Revenue increased ~~$526.8~~$201.2 million, or ~~60.9%~~18.1%, to ~~$1,391.3~~$1,312.5 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to the three months ended ~~September~~June 30, ~~2020~~2021 as the Company rebounds from the impact of COVID-19.

•

Owned Sports Properties~~decreased~~ increased by ~~$10.6~~$73.1 million, or ~~3.5%~~28.2%. The ~~decrease~~increase was driven primarily by growth at UFC due to ~~a decrease in UFC~~increased media rights fees, greater sponsorship, licensing, commercial PPV and event related revenue, ~~attributable to more events being held in 2020 caused by the shifting of events from the second quarter due to COVID-19~~ and ~~a $25 million contract termination fee recognized in the third quarter of 2020, which did not recur in 2021, partially offset by~~ an increase at PBR primarily due to

the change in ~~ticket sales~~timing of the Unleash The Beast finals due to the ~~elimination~~new team series format scheduled for the second half of ~~fan attendance restrictions~~the year. In addition, the acquisition of ten PDL Clubs in December 2021 and ~~new sponsorship deals. This decrease in UFC revenue was partially offset by an increase in revenue at PBR due to additional events held in~~January 2022 that operate under the ~~current period, including ticket sales as a result of eliminating fan attendance restrictions in 2021.~~DBH umbrella contributed $30 million.

•

Events, Experiences & Rightsincreased by ~~$62.1~~$99.2 million, or ~~16.2%~~18.8%. The increase was primarily driven by an increase of ~~$113~~$250 million ~~of events revenue and $22 million of production revenue~~ attributable to the return of live events in ~~2021~~2022 without restrictions including music festivals, the Masters, NCAA Men's March Madness and ~~$26 million attributable to~~ the ~~acquisition of~~Madrid Open acquired in April 2022, as well as an increase at the Academy and NCSA, which was acquired in June 2021. These increases were partially offset by a decrease of ~~$100~~$151 million in media rights fees, primarily due to ~~the return to a normal schedule of European soccer matches in the quarter and~~ the expiration of two European soccer contracts in the second quarter of ~~2021.~~2021, and media production revenue.

•

Representationincreased by ~~$481.1~~$29.7 million, or ~~262.1%~~9.1%. The increase was primarily driven by a ~~$341 million increase in content deliveries at Endeavor Content and a $124~~$99 million increase in client commissions, ~~licensing~~primarily from continued strong demand for our talent and the recovery of live entertainment, and corporate spending on marketing and experiential activations as the prior year was significantly impacted by COVID-19. These increases were partially offset by the loss of $78 million of revenue related to the restricted Endeavor Content business, which was sold in January 2022.

Revenue increased ~~$1,054.4~~$605.4 million, or ~~41.9%~~27.8%, to ~~$3,572.2~~$2,786.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 as the Company rebounds from the impact of COVID-19.

•

Owned Sports Propertiesincreased by ~~$147.3~~$86.3 million, or ~~21.6%~~15.9%. The increase was driven by an increase at PBR from the change in timing of the Unleash The Beast finals due to the new team series format scheduled for the second half of the year, an increase in the number of events and the elimination of fan attendance restrictions. The increase was also due to an increase at UFC driven by greater sponsorship, licensing, commercial PPV and event related revenue partially offset by lower media rights fees and Residential PPV revenue due to one less PPV event held in 2022. In addition, the acquisition of ten PDL Clubs in December 2021 and January 2022 that operate under the DBH umbrella contributed $31 million.

•

Events, Experiences & Rights increased by $385.4 million, or 36.1%. The increase was primarily driven by an increase ~~in media rights fees, new sponsorship deals and event related revenue due to the increase in the number~~ of ~~events held at UFC, partially offset by a contract termination fee recognized in the prior year.~~



~~Events, Experiences & Rights~~ ~~increased by $341.7~~$696 million ~~or 29.1%. The increase was primarily~~ attributable to an increase in media rights fees of $271 million primarily driven by the impact of COVID-19 on both the 2019/2020 and 2020/2021 European soccer seasons, which resulted in reduced matches for most leagues in the first half of 2020, and an increased schedule of matches in the first quarter of 2021 and $86 million of sports production revenue related to the return of live events in 2022 without restrictions, including Super Bowl LVI, the Masters, NCAA Men's March Madness and the Madrid Open acquired in April 2022, as well as an increase at the Academy and NCSA, which was acquired in June 2021. These increases were partially offset by a ~~net~~ decrease of ~~$16~~$310 million in ~~our event and performance revenue~~media rights fees, primarily due to the ~~cancellation or restricted attendance at certain~~expiration of ~~our events.~~two European soccer contracts in the second quarter of 2021, and media production revenue.

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•

Representation increased by ~~$572.7~~$138.1 million, or ~~85.6%~~23.9%. The increase was primarily driven by a ~~$384~~$193 million increase in ~~content deliveries at Endeavor Content and an increase of $174 million in~~ client commissions, ~~licensing~~primarily from the continued strong demand for our talent and the recovery of live entertainment, and corporate spending on marketing and experiential activations as the prior year was significantly impacted by COVID-19. These increases were partially offset by the loss of $73 million of revenue related to the restricted Endeavor Content business, which was sold in January 2022.

Direct operating costs

Direct operating costs ~~increased $251.1~~decreased $62.6 million, or ~~59.5%~~11.0%, to ~~$673.2~~$508.4 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase~~decrease was primarily attributable to an increase of $301 million related to an increase in content deliveries at Endeavor Content and $88 million of increased event costs related to the return of live events. This increase was partially offset by a decrease of ~~$179~~$184 million in media rights and media production costs due to the decrease in media revenue described above, including the expiration of ~~two European soccer~~certain contracts in the second quarter of 2021 whose costs were in excess of revenue.

Other production and content costs decreased $69 million due to the sale of the restricted Endeavor Content business in January 2022. These decreases were partially offset by an increase of $191 million for costs related to the return of live events and the increase in marketing and experiential activations as described above.

Direct operating costs increased ~~$514.6~~$85.7 million, or ~~40.3%~~7.7%, to ~~$1,790.6~~$1,203.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily attributable to an increase of ~~$351~~$524 million for costs related to anthe return of live events and the increase in ~~content deliveries at Endeavor Content, $149~~marketing and experiential activations as described above. This increase was partially offset by a decrease of $375 million in media rights and ~~$67 million in~~ media production costs ~~partially offset by~~due to the decrease in media revenue described above, including the expiration of certain contracts in the second quarter of 2021 whose costs were in excess of revenue, and a decrease in other production and content costs of ~~$50~~$60 million ~~related to events and performance~~ due to the ~~changes~~sale of the restricted Endeavor Content business in ~~revenue described above.~~

January 2022.

Selling, general and administrative expenses

Selling, general and administrative expenses ~~increased $201.7~~decreased $197.6 million, or ~~63.2%~~25.2%, to ~~$520.6~~$587.5 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase~~decrease was principally due to ~~increased~~lower equity-based compensation expense of ~~$40~~$326.4 million as the prior period included charges for modifications of certain pre-IPO awards to remove certain forfeiture and discretionary call terms. This decrease was offset by higher cost of personnel ~~including bonuses accrued in the current year versus lower to no bonuses accrued in the prior year,~~ and other operating expenses as the business recovers from the impact of COVID-19.

Selling, general and administrative expenses ~~increased $676.9~~decreased $38.5 million, or ~~67.0%~~3.3%, to ~~$1,686.8~~$1,127.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase~~decrease was principally due to ~~increased~~lower equity-based compensation expense of ~~$427~~$292.0 million ~~of which $251.9 million is due to~~as the prior period included charges for modifications of certain pre-IPO awards to remove certain forfeiture and discretionary call ~~terms,~~terms. This decrease was offset by higher cost of personnel ~~including bonuses accrued in the current year versus lower to no bonuses accrued in the prior year,~~ and other operating expenses as the business recovers from the impact of COVID-19.

Insurance recoveries

We maintain events cancellation insurance policies for a significant number of our events. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we recognized ~~$12.2~~none, $1.0 million, ~~$42.1 million, $19.6~~$10.2 million and ~~$53.5~~$29.9 million of insurance recoveries, respectively, which primarily related to cancelled events in our Events, Experiences & Rights and Owned Sports Properties segments due to COVID-19.

Depreciation and amortization

Depreciation and amortization decreased $3.5 million, or 5.1%, to $65.6 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. Depreciation and amortization decreased $4.8 million, or ~~6.3%~~3.5%, to ~~$71.7~~$131.6 million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the ~~three~~six months ended ~~September~~June 30, ~~2020. Depreciation and amortization decreased $33.6 million, or 13.9%, to $208.1 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.~~ 2021.The decreases were primarily driven by certain ~~UFC~~ intangible assets becoming fully amortized ~~in August 2020.~~

partially offset by intangibles acquired through acquisitions.

Impairment charges

Impairment charges ~~of $0.8 million and $4.5~~were $3.8 million for the three and ~~nine~~six months ended ~~September~~June 30, 2021, ~~respectively, related to~~which were for goodwill in our Events, Experiences & Rights and Representation segments. Impairment charges of $175.3 million for the nine months ended September 30, 2020 related to goodwill and intangible asset impairment driven by lower projections as a result of the impact of COVID-19 and restructuring in certain of our businesses, primarily in our Events, Experiences & Rights and Representation segments.

Interest expense, net

Interest expense, net decreased ~~$15.5~~$21.3 million, or ~~21.7%~~25.4% to ~~$55.8~~$62.5 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to the three months ended ~~September~~June 30, ~~2020.~~2021. Interest expense, net decreased ~~$5.0~~$30.4 million, or ~~2.3%~~20.0% to ~~$208.0~~$121.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020. These decreases were~~2021. The decrease was primarily driven by lower indebtedness and lower interest rates associated with our outstanding debt during the three and six months ended June 30, 2022 as ~~a result of~~compared to the ~~repayment of debt in~~three and six months ended June 30, 2021.

Loss on extinguishment of debt of $28.6 million for the ~~nine~~three and six months ended ~~September~~June 30, 2021 was due to fees and expenses incurred for the early redemption of our term loans issued in May 2020.

Tax receivable agreements liability adjustment

The Company recorded $2.4 million and $(51.1) million of adjustments in the three and six months ended June 30, 2022, respectively, for the tax receivable agreements liability related to the expected realization of certain tax benefits after concluding that such TRA payments would be probable based on estimates of future taxable income over the terms of the TRAs.

Other (expense) income, net

Other (expense) income, net for the three months ended ~~September~~June 30, ~~2021~~2022 was expense of ~~$7.7~~$6.1 million compared to income of ~~$16.4~~$7.9 million for the three months ended ~~September~~June 30, ~~2020.~~2021. The expense for the three months ended ~~September~~June 30, 2022 primarily included $16.1 million for foreign currency transaction losses offset by $11.7 million of gains from changes in fair value of equity investments. The income for the three months ended June 30, 2021 primarily ~~was attributable to foreign~~included a $6.1 million gain from a change in the fair value of an equity investment.

~~Table~~Other income for the six months ended June 30, 2022 included a gain of ~~Contents~~

$463.6 million for the sale of the restricted Endeavor Content business and $13.3 million of gains from changes in fair value of equity investments partially offset by $20.8 million for foreign currency transaction losses. The income for the ~~three~~six months ended ~~September 30, 2020 was primarily attributable to the gain on the sale of an investment.~~

Other (expense) income, net for the nine months ended September 30, 2020 was expense of $3.0 million compared to income of $63.6 million for the nine months ended September 30, 2020. The expense for the nine months ended SeptemberJune 30, 2021 included ~~$15.7~~$13.8 million of ~~foreign currency transaction losses~~gains from sales and ~~$10.4~~changes in fair value of equity investments offset by a $9.2 million ~~of losses~~loss due to the change in the fair value of embedded foreign currency derivatives partially offset by $23.1 million of gains primarily from sales and changes in fair value of equity investments. The income for the nine months ended September 30, 2020 primarily included gains of $27.1 million, $8.1 million, $15.3 million and $11.0 million recorded for the acquisition of the remaining 50% of the membership interests of FC Diez Media, the deconsolidation of Asian Tour Media, the gain on the sale of an investment and the change in the fair value of embedded foreign currency derivatives, respectively.derivatives.

~~(Benefit~~Provision for (benefit from) ~~provision for~~ income taxes

For the three months ended ~~September~~June 30, ~~2021,~~2022, we recorded ~~$7.7 million benefit from~~a provision for income taxes of $2.7 million compared to ~~$0.9 million benefit from~~a provision for income taxes of $60.9 million for the three months ended ~~September~~June 30, ~~2020.~~2021. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we recorded ~~$58.3~~a benefit for income taxes of $14.5 million compared to a provision for income taxes ~~compared to $43.6~~of $66.0 million ~~provision for income taxes~~ for the ~~nine~~six months ended September 30, 2020. The tax expense for the three months ended September 30, 2021 differs from the same period in 2020 primarily due to the impact of additional pre-tax income for the three months ended SeptemberJune 30, 2021. The tax expense for the ~~nine~~three and six months ended ~~September~~June 30, ~~2021~~2022 differs from the same period in ~~2020~~2021 primarily due to the ~~impact~~release of ~~additional stock compensation expense~~a $53.7 million valuation allowance on deferred tax assets during the ~~annual effective~~six months ended June 30, 2022. The release of the valuation allowance was due to the expected realization of certain tax ~~rate,~~benefits in connection with the recording of a TRA liability. In addition, in three and six months ended June 30, 2021, $7.4 million of deferred tax liabilities associated with indefinite lived intangibles were recorded as a result of the IPO and tax expense of $10.2 million was recorded related to a change in ~~the~~ tax rate in the United Kingdom.

Equity losses of affiliates, net of tax

Equity losses of affiliates decreased ~~$16.6~~$3.9 million to ~~$17.9~~$39.9 million and ~~decreased $167.1~~increased $1.2 million to ~~$77.2~~$60.5 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021, respectively,~~2022 compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2020. Equity~~2021. Our equity losses ~~for the three and nine months ended September 30, 2021 are~~ primarily ~~due to the losses~~ related to our investment in Learfield IMG ~~College.~~College and the 20% interest we retained in the restricted Endeavor Content business, which we sold in January 2022.

~~During~~If the ~~three and nine months ended September 30, 2020 we recorded $31.4 million and $238.9 million, respectively, in equity losses resulting from continued losses and the impact~~operating results of ~~COVID-19 on~~ Learfield IMG ~~College’s~~College continue to be weaker than anticipated or if they record impairment charges in the future, our operating results ~~resulting~~may be adversely impacted and it may also result in ~~goodwill and indefinite-lived intangible asset impairments.~~

an other-than-temporary impairment to our carrying value for this equity method investment.

Net income (loss) attributable to non-controlling interests

Subsequent to the IPO and associated reorganization transactions, non-controlling interests primarily relate to interests held by certain former members of Endeavor Operating Company who retained their ownership interests in Endeavor Manager and Endeavor Operating Company.

Net income attributable to non-controlling interests ~~decreased $37.3 million to $21.1~~was $16.4 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to net loss attributable to non-controlling interests of $190.4 million for the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~decrease~~change was primarily ~~driven by~~due to the significant change in the amount of reported net income for the three months ended June 30, 2022 versus the reported net loss for the three months ended June 30, 2021.

Net income attributable to non-controlling interests was $214.5 million for the six months ended June 30, 2022 compared to net loss attributable to non-controlling interests of $163.1 million for the six months ended June 30, 2021. The change was primarily due to the change in the amount of reported net income for the six months ended June 30, 2022 versus the reported net loss for the six months ended June 30, 2021 as well as the effect of the reorganization transactions.

Net loss attributable to non-controlling interests was $142.0 million for the nine months ended September 30, 2021 compared to net income attributable to non-controlling interests of $32.9 million for the nine months ended September 30, 2020. The change from income to loss was primarily driven by the effect of the reorganization transactions offset by net income attributable to the UFC prior to the UFC Buyout.34

SEGMENT RESULTS OF OPERATIONS

We classify our business into three reporting segments: Owned Sports Properties; Events, Experiences & Rights; and Representation. Our chief operating decision maker evaluates the performance of our segments based on segment Revenue and segment Adjusted EBITDA. Management believes segment Adjusted EBITDA is indicative of operational performance and ongoing profitability and is used to evaluate the operating performance of our segments and for planning and forecasting purposes, including the allocation of resources and capital.

Segment operating results reflect earnings before corporate and unallocated shared expenses. Segment operating results include allocations of certain costs, including facilities, technology, and other shared services costs, which are allocated based on metrics designed to correlate with consumption. These allocations are agreed-upon amounts between the businesses and may differ from amounts that would be negotiated in arm’s length transactions.

~~Table of Contents~~

The following tables display Revenue and Adjusted EBITDA for each of our segments:

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

2021

2020

2021

2020

Revenue:

Owned Sports Properties

$
288,521

$
299,130

$
830,867

$
683,536

Events, Experiences & Rights

446,333

384,257

1,514,615

1,172,867

Representation

664,723

183,583

1,241,864

669,157

Eliminations

(8,274
)

(2,478
)

(15,189
)

(7,757
)
Total Revenue

$
1,391,303

$
864,492

$
3,572,157

$
2,517,803

Adjusted EBITDA:

Owned Sports Properties

$
134,679

$
166,678

$
412,495

$
334,474

Events, Experiences & Rights

84,993

(9,595
)

160,843

16,873

Representation

141,801

41,666

264,969

162,315

Corporate

(78,156
)

(22,802
)

(187,476
)

(106,340
)


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2022			2021			2022			2021
Revenue:
Owned Sports Properties	$	331,930		$	258,865		$	628,619		$	542,346
Events, Experiences & Rights		627,872			528,672			1,453,685			1,068,282
Representation		357,955			328,232			715,276			577,141
Eliminations		(5,242	)		(4,497	)		(11,302	)		(6,915	)
Total Revenue	$	1,312,515		$	1,111,272		$	2,786,278		$	2,180,854
Adjusted EBITDA:
Owned Sports Properties	$	161,270		$	132,267		$	310,011		$	277,816
Events, Experiences & Rights		108,117			36,800			240,600			75,850
Representation		111,221			61,685			212,926			123,168
Corporate		(74,253	)		(62,704	)		(142,733	)		(109,320	)

Owned Sports Properties

The following table sets forth our Owned Sports Properties segment results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

(in thousands)

Revenue

$
288,521

$
299,130

$
830,867

$
683,536

Direct operating costs

$
102,640

$
80,782

$
275,935

$
219,798

Selling, general and administrative expenses

$
48,061

$
54,264

$
140,162

$
129,684

Adjusted EBITDA

$
134,679

$
166,678

$
412,495

$
334,474

Adjusted EBITDA margin

46.7
%

55.7
%

49.6
%

48.9
%


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
(in thousands)
Revenue	$	331,930		$	258,865		$	628,619		$	542,346
Direct operating costs	$	102,849		$	81,078		$	197,565		$	173,294
Selling, general and administrative expenses	$	67,492		$	44,390		$	120,364		$	92,102
Adjusted EBITDA	$	161,270		$	132,267		$	310,011		$	277,816
Adjusted EBITDA margin		48.6	%		51.1	%		49.3	%		51.2	%

Three months ended ~~September~~June 30, ~~2021~~2022 compared to three months ended ~~September~~June 30, ~~2020~~

2021

Revenue for the three months ended ~~September~~June 30, ~~2021 decreased $10.6~~2022 increased $73.1 million, or ~~3.5%~~28.2%, to ~~$288.5~~$331.9 million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~decrease~~increase was driven primarily by ~~a decrease in revenue~~growth at UFC ~~attributable to more events being held in 2020 caused by the shifting of events from the second quarter~~ due to ~~COVID-19~~increased media rights fees, greater sponsorship, licensing, commercial PPV and ~~a $25 million contract termination fee recognized in the third quarter of 2020 which did not recur in 2021 partially offset by~~event related revenue and an increase ~~in ticket sales~~at PBR primarily due to the ~~elimination~~change in timing of ~~fan attendance restrictions~~the Unleash The Beast finals due to the new team series format scheduled for the second half of the year. In addition, the acquisition of ten PDL Clubs in December 2021 and ~~new sponsorship deals. This decrease in UFC revenue was partially offset by increased revenue at PBR due to additional PBR events held in 2021 compared to~~January 2022 that operate under the ~~prior year period, including ticket sales as a result of eliminating fan attendance restrictions in 2021.~~DBH umbrella contributed $30 million.

Direct operating costs for the three months ended ~~September~~June 30, ~~2021~~2022 increased ~~$21.9~~$21.8 million, or ~~27.1%~~26.9%, to ~~$102.6~~$102.8 million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The increase was attributable to ~~increases~~the change in ~~athlete compensation, production~~timing of the Unleash the Beast finals at PBR and ~~marketing expenses at UFC, as well as an increase in~~ the ~~number~~acquisition of ~~PBR events held.~~

DBH.

Selling, general and administrative expenses for the three months ended ~~September~~June 30, ~~2021 decreased $6.2~~2022 increased $23.1 million, or ~~11.4%~~52.0%, to ~~$48.1~~$67.5 million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~decrease~~increase was primarily attributable to ~~lower~~$14 million of expenses incurred by DBH, as well as an increase in travel expenses related to UFC due to ~~fewer events~~an international event held in 2022 and ~~less international events.~~

an increase in cost of personnel.

Adjusted EBITDA for the three months ended ~~September~~June 30, ~~2021 decreased $32.0~~2022 increased $29.0 million, or ~~19.2%~~21.9%, to ~~$134.7~~$161.3 million, compared to the three months ended ~~September~~June 30, 2020. The decrease in Adjusted EBITDA was primarily driven by a decrease in revenue, an increase in direct operating costs and a decrease in insurance recoveries related to cancelled PBR events partially offset by lower selling, general and administrative expenses.

~~Nine months ended September 30, 2021 compared to nine months ended September 30, 2020~~

Revenue for the nine months ended September 30, 2021 increased $147.3 million, or 21.6%, to $830.9 million, compared to the nine months ended September 30, 2020. The increase was primarily related to the UFC due to an increase in media rights fees, new sponsorship deals and event related revenue due to an increase in the number of events held, partially offset by the contract termination fee in the prior year.

Direct operating costs for the nine months ended September 30, 2021 increased $56.1 million, or 25.5%, to $275.9 million, compared to the nine months ended September 30, 2020. The increase was attributable to the increase in the number of UFC events held partially offset by lower operating costs at PBR.

Selling, general and administrative expenses for the nine months ended September 30, 2021 increased $10.5 million, or 8.1%, to $140.2 million, compared to the nine months ended September 30, 2020. The increase was primarily attributable to cost of personnel as well as travel expenses related to the increase in the number of UFC events held.

~~Table of Contents~~

~~Adjusted EBITDA for the nine months ended September 30, 2021 increased $78.0 million, or 23.3%, to $412.5 million, compared to the nine months ended September 30, 2020.~~2021. The increase in Adjusted EBITDA was primarily driven by ~~the increase~~increases in revenue partially offset by ~~the increase~~increases in direct operating costs and selling, general and administrative expenses.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

Revenue for the six months ended June 30, 2022 increased $86.3 million, or 15.9%, to $628.6 million, compared to the six months ended June 30, 2021. The increase was driven by an increase at PBR from the change in timing of the Unleash The Beast finals due to the new team series format scheduled for the second half of the year, an increase in the number of events and the elimination of fan attendance restrictions. The increase was also due to an increase at UFC driven by greater sponsorship, licensing, commercial PPV and event related revenue partially offset by lower media rights fees and Residential PPV revenue due to one less PPV event held in 2022. In addition, the acquisition of ten PDL Clubs in December 2021 and January 2022 that operate under the DBH umbrella contributed $31 million.

Direct operating costs for the six months ended June 30, 2022 increased $24.3 million, or 14.0%, to $197.6 million, compared to the six months ended June 30, 2021. The increase was attributable to the acquisition of DBH, the change in timing of the Unleash The Beast finals and an increase in the number of PBR events held, partially offset by lower event expenses for UFC from having one less PPV event.

Selling, general and administrative expenses for the six months ended June 30, 2022 increased $28.3 million, or 30.7%, to $120.4 million, compared to the six months ended June 30, 2021. The increase was primarily attributable to $22 million of expenses incurred by DBH and an increase in cost of personnel.

Adjusted EBITDA for the six months ended June 30, 2022 increased $32.2 million, or 11.6%, to $310.0 million, compared to the six months ended June 30, 2021. The increase in Adjusted EBITDA was primarily driven by increases in revenue partially offset by increases in direct operating costs and selling, general and administrative expenses.

Events, Experiences & Rights

The following table sets forth our Events, Experiences & Rights segment results for three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

(in thousands)

Revenue

$
446,333

$
384,257

$
1,514,615

$
1,172,867

Direct operating costs

$
235,645

$
327,388

$
1,046,714

$
934,385

Selling, general and administrative expenses

$
138,567

$
85,424

$
351,642

$
284,532

Adjusted EBITDA

$
84,993

$
(9,595
)

$
160,843

$
16,873

Adjusted EBITDA margin

19.0
%

-2.5
%

10.6
%

1.4
%


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
(in thousands)
Revenue	$	627,872		$	528,672		$	1,453,685		$	1,068,282
Direct operating costs	$	359,044		$	389,533		$	895,257		$	811,069
Selling, general and administrative expenses	$	162,790		$	112,803		$	324,962		$	213,074
Adjusted EBITDA	$	108,117		$	36,800		$	240,600		$	75,850
Adjusted EBITDA margin		17.2	%		7.0	%		16.6	%		7.1	%

Three months ended ~~September~~June 30, ~~2021~~2022 compared to three months ended ~~September~~June 30, ~~2020~~2021

Revenue for the three months ended ~~September~~June 30, ~~2021~~2022 increased ~~$62.1~~$99.2 million, or ~~16.2%~~18.8%, to ~~$446.3~~$627.9 million, , compared to the three months ended ~~September~~June 30, ~~2020.~~2021. Event and performance revenue increased ~~$113~~$250 million primarily due to events returning in ~~2021, including Ryder Cup, The Big Feastival and Taste of London~~2022 that were cancelled in ~~2020~~2021 or experienced fan restrictions due to COVID-19, including the Masters, NCAA Men’s March Madness and various music events, as well as the ~~return of IMG Academy summer camps at full capacity,~~Madrid Open and NCSA, which were ~~cancelled or had attendance restrictions~~acquired in ~~2020~~April 2022 and ~~an increase of $26 million related to~~June 2021, respectively, and increased enrollment at the acquisition of NCSA. Media production revenue increased $22 million due to the return to a full schedule of events in 2021 as compared to the impact of COVID-19 on event schedules in 2020, including coverage of golf and tennis events which were cancelled.Academy. Media rights fees and media production revenue decreased ~~$100~~$151 million primarily due to the return to a normal schedule of European soccer matches in 2021 compared to the impact of COVID-19 on the 2019/2020 season, which resulted in matches for most leagues rescheduled to the third quarter of 2020, as well as the expiration of two European soccer contracts in the second quarter of 2021 that were not renewed.

Direct operating costs for the three months ended ~~September~~June 30, ~~2021~~2022 decreased ~~$91.7~~$30.5 million, or ~~28.0%~~7.8%, to ~~$235.6~~$359.0 million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. Media rights ~~expenses~~and media productions costs decreased ~~$179~~$184 million due to the decrease in revenue described above, ~~including~~primarily due to the expiration of ~~two European soccer~~certain contracts in the second quarter of 2021 whose costs were in excess of revenue. ~~This decrease was~~These decreases were partially offset by ~~increases~~an increase in live event and performance costs ~~and media production costs~~ of ~~$66~~$154 million ~~and $19 million, respectively,~~ due to the increases in related revenue.

Selling, general and administrative expenses for the three months ended ~~September~~June 30, ~~2021~~2022 increased ~~$53.1~~$50.0 million, or ~~62.2%~~44.3%, to ~~$138.6~~$162.8 million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily driven by increased cost of personnel as the business recovers from the impact of ~~COVID-19. The acquisition of NCSA contributed approximately $23 million in selling, general~~COVID-19 and ~~administrative~~ expenses ~~for the three months ended September 30, 2021.~~

incurred by NCSA.

Adjusted EBITDA for the three months ended ~~September~~June 30, ~~2021 improved $94.6~~2022 increased $71.3 million, or 193.8%, to ~~$85.0~~$108.1 million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The increase in Adjusted EBITDA was primarily driven by the growth in revenue and decreases in ~~related~~ direct operating costs ~~partially~~ offset by ~~an increase~~increases in selling, general and administrative expenses ~~and~~as well as a decrease in insurance recoveries related to cancelled events.

~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021

Revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$341.7~~$385.4 million, or ~~29.1%~~36.1%, to ~~$1,514.6~~$1,453.7 million, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. Event and performance revenue increased $696 million primarily due to events returning in 2022 that were cancelled in 2021 or experienced fan restrictions due to COVID-19, including Super Bowl LVI, Miami Open, NCAA Men’s March Madness, Frieze LA and various music events, as well as the Madrid Open and NCSA, which were acquired in April 2022 and June 2021, respectively, and increased enrollment at the Academy. Media rights fees ~~increased $271~~and media production revenue decreased $310 million primarily driven by the impact of COVID-19 on both the 2019/2020 and 2020/2021 European soccer seasons, which resulted in reduced matches for most leagues in the first half of 2020, and an increased schedule of matches in the first quarter of 2021, which was partially offset bydue to the expiration of two European soccer contracts in the second quarter of 2021 that were not renewed. Media Production revenue increased $86 million due to the return to a largely full schedule of events in 2021 as compared to the impact of COVID-19 on event schedules in 2020, including coverage of the English Premier League which was partially rescheduled to the second half of 2020, and golf and tennis events which were cancelled. Event and performance revenue decreased $16 million due primarily to attendance restrictions at the 2021 Super Bowl, as well as the cancellation of certain events in 2021 due to COVID-19 that were held in the prior year, including Hyde Park Winter Wonderland, Frieze LA and Rio Open. This decrease was partially offset by certain events taking place in 2021 which were cancelled in 2020 due to COVID-19, including the Miami Open, Ryder Cup, HSBC Women’s World Championship, Honda LPGA, ANA Inspiration, Frieze NY and Miss Universe pageant, and all summer camps taking place at the IMG Academy at full capacity in 2021 that were cancelled or had attendance restrictions in 2020 in addition to the impact of the NCSA acquisition.

Direct operating costs for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$112.3~~$84.2 million, or ~~12.0%~~10.4%, to ~~$1,046.7~~$895.3 million, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020. Media rights expenses~~2021. Live event and ~~media production expenses~~performance costs increased ~~$149~~$458 million ~~and $67 million, respectively,~~due to the increases in related revenue. This increase was partially offset by a ~~reduction~~decrease in ~~live event~~media rights and ~~performance~~media production costs of ~~$106~~$376 million due to the ~~changes~~decrease in revenue as described ~~above.~~

~~Table~~above, primarily due to the expiration of ~~Contents~~certain contracts in the second quarter of 2021 whose costs were in excess of revenue.

Selling, general and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$67.1~~$111.9 million, or ~~23.6%~~52.5%, to ~~$351.6~~$325.0 million, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily driven by increased cost of personnel as the business recovers from the impact of ~~COVID-19. The acquisition of NCSA contributed approximately $30 million in selling, general~~COVID-19 and ~~administrative~~ expenses ~~for the nine months ended September 30, 2021.~~incurred by NCSA.

Adjusted EBITDA for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$144.0~~$164.8 million, or 217.2%, to ~~$160.8~~$240.6 million, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase in Adjusted EBITDA was primarily driven by the ~~increase~~growth in revenue partially offset by ~~the increase~~increases in related direct operating costs and selling, general and administrative expenses ~~and~~as well as a decrease in insurance recoveries related to cancelled events.

Representation

The following table sets forth our Representation segment results for three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

(in thousands)

Revenue

$
664,723

$
183,583

$
1,241,864

$
669,157

Direct operating costs

$
341,895

$
25,053

$
481,796

$
126,475

Selling, general and administrative expenses

$
181,322

$
117,972

$
495,173

$
381,801

Adjusted EBITDA

$
141,801

$
41,666

$
264,969

$
162,315

Adjusted EBITDA margin

21.3
%

22.7
%

21.3
%

24.3
%


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
(in thousands)
Revenue	$	357,955		$	328,232		$	715,276		$	577,141
Direct operating costs	$	51,678		$	104,843		$	121,451		$	139,901
Selling, general and administrative expenses	$	194,953		$	161,692		$	380,835		$	313,851
Adjusted EBITDA	$	111,221		$	61,685		$	212,926		$	123,168
Adjusted EBITDA margin		31.1	%		18.8	%		29.8	%		21.3	%

Three months ended ~~September~~June 30, ~~2021~~2022 compared to three months ended ~~September~~June 30, ~~2020~~

2021

Revenue for the three months ended ~~September~~June 30, ~~2021~~2022 increased ~~$481.1~~$29.7 million, or ~~262.1%~~9.1%, to ~~$664.7~~$358.0 million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily attributable to ~~a $341 million increase at Endeavor Content in connection with the delivery of new content that was negligible in the prior year due to the COVID-19 shutdown of productions and~~ an increase of ~~$124~~$99 million related to client commissions, due primarily to the ~~return~~continued strong demand for our talent and the recovery of ~~productions and personal appearances, as well as licensing~~live entertainment, predominantly music, and corporate spending on marketing and experiential ~~activations.~~

activations as the prior year was significantly impacted by COVID-19. These increases were partially offset by the loss of $78 million of revenue related to the restricted Endeavor Content business, which was sold in January 2022.

Direct operating costs for the three months ended ~~September~~June 30, ~~2021 increased $316.8~~2022 decreased $53.2 million, or 50.7%, to ~~$341.9~~$51.7 million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase was predominantly~~decrease attributable to the above mentioned ~~increase in content deliveries at~~sale of the restricted Endeavor Content ~~and~~business of $69 million was partially offset by an increase in marketing and experiential ~~activations.~~

activations due to the increase in revenue described above.

Selling, general and administrative expenses for the three months ended ~~September~~June 30, ~~2021~~2022 increased ~~$63.4~~$33.3 million, or ~~53.7%~~20.6%, to ~~$181.3~~$195.0 million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily driven by cost of personnel ~~including bonuses accrued in the current year versus lower to no bonuses accrued in the prior year,~~and travel expenses as the business recovers from the impact of ~~COVID-19.~~

COVID-19 partially offset by the sale of the restricted Endeavor Content business in January 2022.

Adjusted EBITDA for the three months ended ~~September~~June 30, ~~2021~~2022 increased ~~$100.1~~$49.5 million, or ~~240.3%~~80.3%, to ~~$141.8~~$111.2 million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The increase in Adjusted EBITDA was driven by the growth in revenue and decrease in direct operating costs partially offset by the increase in ~~direct operating costs and~~ selling, general and administrative expenses.

~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~nine~~six months ended ~~September~~June 30, 2021

Revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$572.7~~$138.1 million, or ~~85.6%~~23.9%, to ~~$1,241.9~~$715.3 million, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily attributable to ~~a $384 million increase in content deliveries at Endeavor Content and~~ an increase of ~~$174~~$193 million inrelated to client commissions, ~~licensing~~due primarily to the continued strong demand for our talent and the recovery of live entertainment, predominantly music, and corporate spending on marketing and experiential activations ~~which were all~~as the prior year was significantly impacted by ~~COVID-19~~COVID-19. These increases were partially offset by the loss of $73 million of revenue related to the restricted Endeavor Content business, which was sold in ~~the prior year.~~

January 2022.

Direct operating costs for the ~~nine~~six months ended ~~September~~June 30, ~~2021 increased $355.3~~2022 decreased $18.5 million, or ~~280.9%~~13.2%, to ~~$481.8~~$121.5 million, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase was predominantly~~decrease attributable to the above mentioned sale of the restricted Endeavor Content business of $60 million was partially offset by an increase in ~~content deliveries at Endeavor Content.~~

marketing and experiential activations due to the increase in revenue described above.

Selling, general and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$113.4~~$67.0 million, or ~~29.7%~~21.3%, to ~~$495.2~~$380.8 million, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily driven by ~~growth in~~ cost of personnel ~~including bonuses accrued in the current year versus lower to no bonuses accrued in the prior year,~~and travel expenses as the business recovers from the impact of ~~COVID-19.~~

COVID-19 partially offset by the sale of the restricted Endeavor Content business in January 2022.

Adjusted EBITDA for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$102.7~~$89.8 million, or ~~63.2%~~72.9%, to ~~$265.0~~$212.9 million, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase in Adjusted EBITDA was driven by the ~~increase~~growth in revenue and decrease in direct operating costs partially offset by the increase in ~~direct operating costs and~~ selling, general and administrative expenses.

Corporate

Corporate primarily consists of overhead, personnel costs, and costs associated with corporate initiatives that are not fully allocated to the operating divisions. Such expenses include compensation and other benefits for corporate office employees, rent, professional fees related to internal

~~Table of Contents~~

control compliance and monitoring, financial statement audits and legal, information technology and insurance that is managed through our corporate office.

The following table sets forth our results for Corporate for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

(in thousands)

Adjusted EBITDA

$
(78,156
)

$
(22,802
)

$
(187,476
)

$
(106,340
)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
(in thousands)
Adjusted EBITDA	$	(74,253	)	$	(62,704	)	$	(142,733	)	$	(109,320	)

Adjusted EBITDA for the three months ended ~~September~~June 30, ~~2021~~2022 decreased ~~$55.4~~$11.5 million, or ~~242.8%~~ 18.4%, to ~~$78.2~~$(74.3) million, compared to the three months ended ~~September~~June 30, ~~2020.~~2021. The decline was driven by an increase in cost of personnel.

Adjusted EBITDA for the six months ended June 30, 2022 decreased $33.4 million, or 30.6%, to $142.7 million, compared to the six months ended June 30, 2021. The decline was driven by an increase in cost of personnel ~~including bonuses accrued in the current year versus lower to no bonuses accrued in the prior year~~ and other general and administrative expenses.

Adjusted EBITDA for the nine months ended September 30, 2021 decreased $81.1 million, or 76.3%, to $187.5 million, compared to the nine months ended September 30, 2020. The decline was driven by an increase in cost of personnel, including bonuses accrued in the current year versus lower to no bonuses accrued in the prior year and other general and administrative expenses.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA is a non-GAAP financial measure and is defined as net income (loss), excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger, acquisition and earn-out costs, certain legal costs, restructuring, severance and impairment charges, certain non-cash fair value adjustments, certain equity earnings, ~~COVID-19 related expenses,~~tax receivable agreements liability adjustment, and certain other items, including gains/losses on business divestitures, when applicable. Adjusted EBITDA margin is a non-GAAP financial measure defined as Adjusted EBITDA divided by Revenue.

Management believes that Adjusted EBITDA is useful to investors as it eliminates the significant level of non-cash depreciation and amortization expense that results from our capital investments and intangible assets recognized in business combinations, and improves comparability by eliminating the significant level of interest expense associated with our debt facilities, as well as income taxes, which may not be comparable with other companies based on our tax structure.

Adjusted EBITDA and Adjusted EBITDA margin are used as the primary bases to evaluate our consolidated operating performance.

Adjusted Net Income is a non-GAAP financial measure and is defined as net income (loss) attributable to Endeavor Group Holdings adjusted to exclude our share (excluding those relating to certain non-controlling interests) of the adjustments used to calculate Adjusted EBITDA, other than income taxes, net interest expense and depreciation, on an ~~after tax~~after-tax basis, the release of tax valuation allowances and other tax items.

Adjusted Net Income adjusts income or loss attributable to the Company for items that are not considered to be reflective of our operating performance. Management believes that such non-GAAP information is useful to investors and analysts as it provides a better understanding of the performance of our operations for the periods presented and, accordingly, facilitates the development of future projections and earnings growth prospects.

Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net Income have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•

they do not reflect every cash expenditure, future requirements for capital expenditures, or contractual commitments;

•

Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net Income do not reflect any cash requirement for such replacements or improvements; and

•

they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows.

We compensate for these limitations by using Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Net Income along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance.

Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Net Income should not be considered substitutes for the reported results prepared in accordance with GAAP and should not be considered in isolation or as alternatives to net (loss) income as indicators of our financial performance, as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. Although we use Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Net Income as financial measures to assess the performance of our business, such use is limited because it does not include certain material costs necessary to operate our business. Our presentation of Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Net Income should not be construed as indications that our future results will be unaffected by unusual or nonrecurring items. These non-GAAP financial measures, as determined and presented by us, may not be comparable to related or similarly titled measures reported by other companies. Set forth below are reconciliations of our most directly comparable financial measures calculated in accordance with GAAP to these non-GAAP financial measures on a consolidated basis.

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Adjusted EBITDA

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

2021

2020

2021

2020

Net income (loss)

$
63,613

$
(21,819
)

$
(450,778
)

$
(568,845
)
(Benefit from) provision for income taxes

(7,718
)

(941
)

58,285

43,614

Interest expense, net

55,783

71,277

207,970

212,954

Depreciation and amortization

71,661

76,471

208,058

241,669

Equity-based compensation expense (1)

60,885

20,602

464,393

37,577

Merger, acquisition and earn-out costs (2)

13,107

6,682

38,291

15,985

Certain legal costs (3)

(266
)

1,646

4,260

7,805

Restructuring, severance and impairment (4)

2,179

952

6,612

213,199

Fair value adjustment - Droga5 (5)

—

—

—

473

Fair value adjustment - equity investments (5)

90

(1,547
)

(13,614
)

4,212

Equity method losses - Learfield IMG College (6)

14,831

31,354

76,291

238,891

COVID-19 related costs (7)

—

426

—

2,829

Other (8)

9,152

(6,772
)

51,063

(50,367
)
Adjusted EBITDA

$
283,317

$
178,331

$
650,831

$
399,996

Net income (loss) margin

4.6
%

(2.5
%)

(12.6
%)

(22.6
%)
Adjusted EBITDA margin

20.4
%

20.6
%

18.2
%

15.9
%


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2022			2021			2022			2021
Net income (loss)	$	42,220		$	(516,767	)	$	559,886		$	(514,391	)
Provision for (benefit from) income taxes		2,699			60,918			(14,535	)		66,003
Interest expense, net		62,505			83,836			121,777			152,187
Depreciation and amortization		65,612			69,161			131,606			136,397
Equity-based compensation expense (1)		60,607			387,017			111,463			403,508
Merger, acquisition and earn-out costs (2)		14,568			14,199			27,362			25,184
Certain legal costs (3)		8,598			574			9,600			4,526
Restructuring, severance and impairment (4)		1,442			4,026			1,960			4,433
Fair value adjustment - equity investments (5)		(11,691	)		(5,905	)		(13,344	)		(13,704	)
Equity method losses - Learfield IMG College and Endeavor Content (6)		41,511			42,655			65,915			61,460
Gain on sale of the restricted Endeavor Content business(7)		—			—			(463,641	)		—
Tax receivable agreements liability adjustment (8)		(2,405	)		—			51,092			—
Other (9)		20,689			28,334			31,663			41,911
Adjusted EBITDA	$	306,355		$	168,048		$	620,804		$	367,514
Net income (loss) margin		3.2	%		(46.5	%)		20.1	%		(23.6	%)
Adjusted EBITDA margin		23.3	%		15.1	%		22.3	%		16.9	%

Adjusted Net Income

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

2021

2020

2021

2020

Net income (loss)

$
63,613

$
(21,819
)

$
(450,778
)

$
(568,845
)
Net loss (income) attributable to non-controlling interests

(21,128
)

(58,430
)

141,980

(32,914
)
Net loss attributable to Endeavor Operating Company, LLC
prior to the reorganization transactions

—

—

31,686

—

Net income (loss) attributable to Endeavor Group Holdings, Inc.

42,485

—

(277,112
)

—

Net loss attributable to Endeavor Operating Company, LLC
prior to the reorganization transactions

—

(80,249
)

(601,759
)
Amortization

48,646

55,315

141,023

178,773

Equity-based compensation expense (1)

60,885

20,602

464,393

37,577

Merger, acquisition and earn-out costs (2)

13,107

6,682

38,291

15,985

Certain legal costs (3)

(266
)

1,646

4,260

7,805

Restructuring, severance and impairment (4)

2,179

952

6,612

213,199

Fair value adjustment - Droga5

—

—

—

473

Fair value adjustment - equity investments (5)

90

(1,547
)

(13,614
)

4,212

Equity method losses - Learfield IMG College (6)

14,831

31,354

76,291

238,891

COVID-19 related costs (7)

—

426

—

2,829

Other (8)

9,152

(6,772
)

51,063

(50,367
)
Tax effects of adjustments (9)

19,176

(6,960
)

90,407

(11,948
)
Other tax items (10)

—

—

17,608

32,338

Adjustments allocated to non-controlling interests (11)

(66,566
)

(13,051
)

(404,028
)

(52,744
)
Adjusted Net Income

$
143,719

$
8,398

$
195,194

$
15,264


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2022			2021			2022			2021
Net income (loss)	$	42,220		$	(516,767	)	$	559,886		$	(514,391	)
Net (income) loss attributable to non-controlling interests		(16,414	)		190,354			(214,534	)		163,108
Net loss attributable to Endeavor Operating Company, LLC prior to the reorganization transactions		—			6,816			—			31,686
Net income (loss) attributable to Endeavor Group Holdings, Inc.		25,806			(319,597	)		345,352			(319,597	)
Amortization		41,380			46,649			84,296			92,377
Equity-based compensation expense (1)		60,607			387,017			111,463			403,508
Merger, acquisition and earn-out costs (2)		14,568			14,199			27,362			25,184
Certain legal costs (3)		8,598			574			9,600			4,526
Restructuring, severance and impairment (4)		1,442			4,026			1,960			4,433
Fair value adjustment - equity investments (5)		(11,691	)		(5,905	)		(13,344	)		(13,704	)
Equity method losses - Learfield IMG College and Endeavor Content (6)		41,511			42,655			65,915			61,460
Gain on sale of the restricted Endeavor Content business(7)		—			—			(463,641	)		—
Tax receivable agreements liability adjustment (8)		(2,405	)		—			51,092			—
Other (9)		20,689			28,334			31,663			41,911
Tax effects of adjustments (10)		(10,829	)		77,550			10,275			71,231
Other tax items (11)		2,830			17,608			(53,683	)		17,608
Adjustments allocated to non-controlling interests (12)		(62,036	)		(241,635	)		51,372			(337,462	)
Adjusted Net Income	$	130,470		$	51,475		$	259,682		$	51,475

(1)

Equity-based compensation represents primarily non-cash compensation expense associated with our equity-based compensation plans.

The ~~increase~~decrease for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was primarily due to modification of certain pre-IPO equity-based awards primarily to remove certain forfeiture and discretionary call terms as well as grants under the 2021 Incentive Award Plan that were issued in connection with the IPO. Equity-based compensation was recognized in all segments and Corporate for ~~the~~ three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~

2021.

(2)

Includes (i) certain costs of professional advisors related to mergers, acquisitions, dispositions or joint ventures and (ii) fair value adjustments for contingent consideration liabilities related to acquired businesses and compensation expense for deferred consideration associated with selling shareholders that are required to ~~remain~~retain our employees.

Such costs for the three months ended ~~September~~June 30, ~~2021~~2022 primarily related to ~~professional advisor costs, which were approximately $9 million and primarily related to Corporate. Fair~~fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments of approximately $4$8 million, which ~~primarily related to our Representation and Events, Experiences & Rights segments.~~

~~Such costs for the three months ended September 30, 2020 primarily related to acquisition earn-out adjustments of approximately $6 million,~~ primarily related to our Representation segment. Professional advisor costs were approximately $1$7 million ~~primarily~~and related to all of our ~~Events, Experiences & Rights and Owned Sports Properties~~ segments.

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Such costs for the ~~nine~~three months ended ~~September~~June 30, 2021 primarily related to fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments of approximately ~~$24~~$13 million, which primarily related to our Events, Experiences & Rights segment. Professional advisor costs were approximately $1 million and primarily related to our Events, Experiences & Rights segment.

Such costs for the six months ended June 30, 2022 primarily related to fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments of approximately $16 million, which primarily related to our Representation segment. Professional advisor costs were approximately $12 million and related to all of our segments.

Such costs for the six months ended June 30, 2021 primarily related to fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments of approximately $20 million, which primarily related to our Events, Experiences & Rights and Representation segments. Professional advisor costs were approximately ~~$14~~$5 million and primarily related to our Events, Experiences & Rights ~~segment and Corporate.~~

Such costs for the nine months ended September 30, 2020 primarily related to professional advisor costs of approximately $10 million primarily related to our Events, Experiences & Rights and Representation segments. Fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments of approximately $6 million, which primarily related to our Representation segment.

(3)

Includes costs related to certain litigation or regulatory matters in each of our segments and Corporate.

(4)

Includes certain costs related to our restructuring activities and non-cash impairment charges.

Such costs for the three and six months ended June 30, 2022 primarily relates to a write off of an asset in Corporate and the restructuring expenses in our Events, Experiences & Rights and Representation segments.

Such costs for the three and six months ended ~~September~~June 30, 2021 primarily relates ~~to the impairment of goodwill in our Representation segment.~~

Such costs for the three months ended September 30, 2020 included approximately $1 million for severance and restructuring expenses primarily related to COVID-19 and in our Events, Experiences & Rights segment.

~~Such costs for the nine months ended September 30, 2021 primarily related~~ to the impairment of goodwill in our Representation and Events, Experiences & Rights segments.

Such costs for the nine months ended September 30, 2020 included approximately $11 million related to the impairment of certain other assets and investments, approximately $175 million related to the impairment of intangible assets and approximately $27 million for severance and restructuring expenses, in each case primarily related to COVID-19, and primarily related to our Representation and Events, Experiences & Rights segments.

(5)

Includes the net change in fair value for certain equity investments with and without readily determinable fair values, based on observable price changes.

(6)

Relates to equity method losses ~~including impairment charges,~~ from our investment in Learfield IMG College ~~following~~as well as losses from the ~~merger of our IMG College~~20% interest we retained in the restricted Endeavor Content business, ~~with Learfield~~which we sold in ~~December 2018.~~January 2022.

(7)

Relates to the gain recorded for the sale of the restricted Endeavor Content business, net of transactions costs of $15.0 million.

(8)

Includes ~~COVID-19 related costs that are non-recurring and incremental costs that would have otherwise not been incurred. Such~~the adjustment for the ~~three months ended September 30, 2020 does not include~~tax receivable agreements liability related to the ~~write-off~~expected realization of ~~$2 million~~certain tax benefits after concluding that such TRA payments would be probable based on estimates of ~~deferred event costs, net~~future taxable income over the terms of ~~insurance recoveries, which is adjusted in our Events, Experiences & Rights segment profitability measure. Such adjustment for~~ the nine months ended September 30, 2020 does not include the write-off of $7 million of deferred event costs, net of insurance recoveries, which is adjusted in our Events, Experiences & Rights segment profitability measure.TRAs.

~~(8)~~(9)

For the three months ended ~~September~~June 30, ~~2021,~~2022, other costs were comprised primarily of losses of approximately ~~$13~~$17 million on foreign exchange transactions, which related to all of our segments and Corporate and approximately a $2 million ~~gain from an earnout~~ related to ~~the sale~~non-cash fair value adjustments of ~~an investment~~embedded foreign currency derivatives, which related primarily to ~~our Representation segment and a $2 million fee received from our Learfield IMG College investment in~~ our Events, Experiences & Rights segment.

For the three months ended ~~September~~June 30, ~~2020,~~2021, other costs were comprised primarily of ~~a gain of~~ approximately ~~$17~~$29 million related to ~~sales of investments~~a loss on debt extinguishment, which related to ~~our Representation segment,~~Corporate, and a ~~loss~~gain of approximately $2 million related to non-cash fair value adjustments of embedded foreign currency derivatives, which related primarily to our Events, Experiences & Rights ~~segment, and~~segment.

For the six months ended June 30, 2022, other costs were comprised primarily of losses of approximately $7$22 million on foreign exchange transactions, which related to all of our segments and ~~Corporate.~~Corporate, approximately $3 million of transaction bonuses related to the sale of the restricted Endeavor Content business in our Representation segment, approximately $1 million

related to non-cash fair value adjustments of embedded foreign currency derivatives, which related primarily to our Events, Experiences & Rights segment and an approximately $1 million loss on disposal of an asset related to our Events, Experiences & Rights segment.

For the ~~nine~~six months ended ~~September~~June 30, 2021, other costs were comprised primarily of approximately $29 million related to a loss on debt extinguishment, which related primarily to Corporate, ~~losses of approximately $15 million on foreign exchange transactions, which related to all of our segments~~ and ~~Corporate,~~ a loss of approximately ~~$10~~$9 million related to non-cash fair value adjustments of embedded foreign currency derivatives, ~~and a $2 million fee received from our Learfield IMG College investment, both of~~ which related primarily to our Events, Experiences & Rights segment and approximately $2 million related to transaction costs associated with the repricing of the UFC Credit Facilities in our Owned Sports Properties ~~segment and approximately a $2 million gain from an earnout related to the sale of an investment related to our Representation~~ segment.

For the nine months ended September 30, 2020, other costs were comprised primarily of a gain of approximately $27 million related to the consolidation of a previously held equity interest in FC Diez Media, a gain of approximately $15 million related to the sale of an investment, a gain of approximately $8 million associated with the deconsolidation of Asian Tour Media Pte. Ltd., a gain of approximately $11 million related to non-cash fair value adjustments of embedded foreign currency derivatives and an approximately $4 million increase related to purchase price adjustments to deferred revenue and ticket inventory at On Location, all of which related primarily to our Events, Experiences & Rights segment.

~~(9)~~(10)

Reflects the tax ~~impacts with respect to each adjustment noted above by applying the annual effective tax rate, as applicable with the exception~~effect of the ~~equity method losses recorded from our investment in Learfield IMG College, which is calculated on a discrete basis.~~adjustments noted above.

~~(10)~~(11)

Such items for the ~~nine~~three and six months ended ~~September~~June 30, 2022 reflects the adjustment to or release of, respectively, a valuation allowance on deferred tax assets due to the expected realization of certain tax benefits related to the TRA liability. Such items for the three and six months ended June 30, 2021 includes $7.4 million of deferred tax liabilities associated with indefinite lived intangibles recorded as a result of the IPO ~~associated with indefinite lived intangibles~~ and tax expense of $10.2 million, related to a change in tax rate in the United Kingdom. ~~Such items for the nine months ended September 30, 2020 relate to a $32.3 million tax expense recorded as a result of acquisitions and subsequent tax restructurings.~~

~~Table of Contents~~

~~(11)~~(12)

Prior to the IPO and associated reorganization transactions, reflects the share of adjustments attributable to the non-controlling interests in UFC. Subsequent to the IPO and associated reorganization transactions, reflects the share of adjustments attributable to the non-controlling interests of certain former members of Endeavor Operating Company who retain ownership interests in Endeavor Manager and Endeavor Operating Company.

LIQUIDITY AND CAPITAL RESOURCES

Historical liquidity and capital resources s~~ources~~

Sources and uses of cash

Cash flows from operations have historically funded our day-to-day operations, revenue-generating activities, and routine capital expenditures, as well as serviced our long-term debt. Our other principal use of cash has been the acquisition of businesses, which have historically been funded primarily through equity contributions from our pre-IPO institutional investors, ~~and~~ the issuance of long-term ~~debt.~~

debt and proceeds received from our initial public offering and private placement.

Debt facilities

As of ~~September~~June 30, ~~2021,~~2022, we had an aggregate of ~~$5.0~~$5.6 billion outstanding indebtedness under our first lien credit agreement entered into by certain of our subsidiaries in May 2014 in connection with the acquisition of IMG (as amended, restated, modified and/or supplemented from time to time, the ~~“Credit Facilities”~~"Credit Facilities") and UFC Holdings, LLC’s term loan and revolving credit facilities (the ~~“UFC~~"UFC Credit ~~Facilities”~~Facilities" and, collectively with the

Credit Facilities, the ~~“Senior~~"Senior Credit ~~Facilities”~~Facilities"). As of ~~September~~June 30, ~~2021~~2022, we had ~~available~~total borrowing capacity of ~~approximately $370~~$405 million under the Senior Credit ~~Facilities.~~Facilities, of which approximately $376 million was available to borrow.

Credit Facilities

As of ~~September~~June 30, ~~2021,~~2022, we have borrowed an aggregate of $2.8 billion of term loans under the Credit Facilities. The loans bear interest at a variable interest rate equal to either, at our option, adjusted LIBOR or the Alternate Base Rate (the ~~“ABR”~~"ABR") plus, in each case, an applicable margin. LIBOR term loans accrue interest at a rate equal to adjusted LIBOR plus 2.75%, with a LIBOR floor of 0.00%. ABR term loans accrue interest at a rate equal to (i) the highest of (a) the Federal Funds Effective Rate plus 0.5%, (b) the prime rate, (c) adjusted LIBOR for a one-month interest period plus 1.00% and (d) 1.00%, plus (ii) 1.75%. The term loans under the Credit Facilities include 1% principal amortization payable in equal quarterly installments and mature on May 18, 2025.

In May 2020, we issued $260.0 million as a separate tranche of term loans, which accrued interest at a rate equal to adjusted LIBOR plus 8.50%, with a LIBOR floor of 1%. On June 29, 2021, we repaid the outstanding principal of $256.7 million as well as associated fees and expenses incurred due to early redemption of $28.6 million.

OnIn May ~~20,~~ 2019, we executed $1.5 billion in interest rate hedges to swap a portion of our debt from floating interest expense to fixed. The LIBOR portion of the facility has been fixed at a coupon of 2.12% for five years commencing from June 2019 until June 2024. As of ~~September~~June 30, ~~2021,~~2022, approximately 54% of our ~~Term Loans~~term loans is hedged. See Note ~~12, “Debt”~~10, "Debt" to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for further detail on the Credit Facilities.

In August 2022, the Company entered into additional interest rate hedges to swap $750 million of its 2014 Credit Facilities from floating interest expense to fixed. The 2014 Credit Facilities pay interest based on LIBOR +2.75%. The LIBOR portion of the facility has been fixed at a coupon of 3.162% until August 31, 2024. Hedge accounting will be applied to these additional interest rate swaps.

As of ~~September~~June 30, ~~2021,~~2022, we have the option to borrow incremental term loans in an aggregate amount equal to at least $550.0 million, subject to market demand, and may be able to borrow additional funds depending on our First Lien Leverage Ratio (as defined under the Credit Facilities). The credit agreement governing our Credit Facilities includes certain mandatory prepayment provisions relating to, among other things, the incurrence of additional debt.

The Credit Facilities also include a revolving credit facility which has $200.0 million of capacity with letter of credit and swingline loan sub-limits of up to $75.0 million and $20.0 million, respectively. Revolving credit facility borrowings under the Credit Facilities bear interest at a variable interest rate equal to either, at our option, adjusted LIBOR or the ABR plus, in each case, an applicable margin. LIBOR revolving loans accrue interest at a rate equal to adjusted LIBOR plus 2.00-2.50%, depending on the First Lien Leverage Ratio, with a LIBOR floor of 0.00%. ABR revolving loans accrue interest at a rate equal to (i) the highest of (a) the Federal Funds Effective Rate plus 0.50%, (b) the prime rate, (c) adjusted LIBOR for a one-month interest period plus 1.00% and (d) 1.00%, plus (ii) 1.00-1.50%, depending on the First Lien Leverage Ratio. We pay Letter of Credit fees of 0.125% and a commitment fee of 0.25-0.50%, based on our First Lien Leverage Ratio. On June 29, 2021, we repaid $163.1 million under the revolving credit facility. As of ~~September~~June 30, ~~2021,~~2022, we had no borrowings outstanding under this revolving credit facility and outstanding letters of credit of ~~$26.0~~$19.4 million. The revolving facility matures on May 18, 2024.

The revolving facility under the Credit Facilities is subject to a financial covenant if greater than 35% of the borrowing capacity of the revolving credit facility is utilized (excluding cash collateralized letters of credit and non-cash collateralized letters of credit of up to $50.0 million) at the end of each quarter. This covenant was not applicable on ~~September~~June 30, ~~2021,~~2022, as we had no ~~borrowing~~borrowings outstanding under the revolving credit facility.

In April 2021, we entered into an amendment to the credit agreement governing the Credit Facilities to, among other things, waive the financial covenant for the test periods ending June 30, 2021, September 30, 2021 and December 31, 2021.

The Credit Facilities contain certain restrictive covenants around indebtedness, liens, fundamental changes, guarantees, investments, asset sales, and transactions with affiliates.

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The borrower’s obligations under the Credit Facilities are guaranteed by certain of our indirect wholly-owned domestic restricted subsidiaries, subject to certain exceptions. All obligations under the Credit Facilities and the related guarantees are secured by a perfected first priority lien on substantially all of the borrower’s and the guarantors’ tangible and intangible assets, in each case, subject to permitted liens and certain exceptions.

UFC Credit Facilities

As of ~~September~~June 30, ~~2021,~~2022, we have borrowed an aggregate of ~~$2.2~~$2.8 billion of first lien term loans under the UFC Credit Facilities. Following a repricing under the UFC Credit Facilities in January 2021, borrowings under the UFC Credit Facilities bear interest at a variable interest rate equal to either, at our option, adjusted LIBOR or the ABR plus, in each case, an applicable margin. LIBOR term loans accrue interest at a rate equal to an adjusted LIBOR plus 2.75%-3.00%, depending on the First Lien Leverage Ratio, in each case with a LIBOR floor of 0.75%. ABR term loans accrue interest at a rate equal to (i) the highest of (a) the Federal Funds Effective Rate plus 0.5%, (b) the prime rate, (c) adjusted LIBOR for a one-month interest period plus 1.00% and (d) 1.75%, plus (ii) 1.75%-2.00%. The term loans under the UFC Credit Facilities include 1.00% principal amortization payable in equal quarterly installments and mature on April 29, 2026. See Note ~~12, “Debt” and Note 22, "Subsequent Events"~~10, "Debt" to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for further detail on the UFC Credit Facilities.

As of ~~September~~June 30, ~~2021,~~2022, we have the option to borrow incremental loans in an aggregate amount equal to at least $455.0 million, subject to market demand, and may be able to borrow additional funds depending on our First Lien Leverage Ratio (as defined under the UFC Credit Facilities). The credit agreement governing the UFC Credit Facilities includes certain mandatory prepayment provisions relating to, among other things, the incurrence of additional debt. On June 29, 2021, we repaid $180.2 million of first lien term loans under the UFC Credit Facilities. On October 27, 2021, we amended the facility to provide for a $600 million term loan, which we borrowed in full.

The UFC Credit Facilities also include a revolving credit facility, which has $205.0 million of total borrowing capacity and letter of credit and swingline loan sub-limits of up to $40.0 million and $15.0 million, respectively. Revolving credit facility borrowings under the UFC Credit Facilities bear interest at a variable interest rate equal to either, at our option, adjusted LIBOR or ABR plus, in each case, an applicable margin. LIBOR revolving loans accrue interest at a rate equal to an adjusted LIBOR plus 3.50-4.00%, depending on the First Lien Leverage Ratio, in each case with a LIBOR floor of 0.00%. ABR revolving loans accrue interest at a rate equal to (i) the highest of (a) the Federal Funds Effective Rate plus 0.50%, (b) the prime rate, (c) adjusted LIBOR for a one-month interest period plus 1.00% and (d) 1.00%, plus (ii) 2.50-3.00%, depending on the First Lien

Leverage Ratio. We pay a commitment fee on the revolving credit facility under the UFC Credit Facilities of 0.25-0.50%, based on the First Lien Leverage Ratio and Letter of Credit fees of 0.125%. As of ~~September~~June 30, ~~2021,~~2022, we had no borrowings outstanding under this revolving credit facility and outstanding letters of credit of $10.0 million. The revolving facility under the UFC Credit Facilities matures on April 29, 2024.

The revolving facility under the UFC Credit Facilities is subject to a financial covenant if greater than 35% of the borrowing capacity of the revolving credit facility (excluding cash collateralized letters of credit and non-cash collateralized letters of credit of up to $10.0 million) is utilized at the end of any fiscal quarter. This covenant was not applicable on ~~September~~June 30, ~~2021,~~2022, as we had no borrowings outstanding under this revolving credit facility.

The UFC Credit Facilities contain certain restrictive covenants around indebtedness, liens, fundamental changes, guarantees, investments, asset sales and transactions with affiliates.

The borrower’s obligations under the UFC Credit Facilities are guaranteed by certain of UFC Parent’s indirect wholly-owned domestic restricted subsidiaries, subject to certain exceptions. All obligations under the UFC Credit Facilities and the related guarantees are secured by a perfected first priority lien on substantially all of the borrower’s and the guarantors’ tangible and intangible assets, in each case, subject to permitted liens and certain exceptions.

Restrictions on dividends

Both the Credit Facilities and the UFC Credit Facilities contain restrictions on our ability to make distributions and other payments from the respective credit groups and which therefore limit our ability to receive cash from our operating units to make dividends to the holders of Class A common stock. These restrictions on dividends include exceptions for, among other things, (1) amounts necessary to make tax payments, (2) a limited annual amount for employee equity repurchases, (3) distributions required to fund certain parent entities, (4) other specific allowable situations and (5) a general restricted payment basket, as defined in each of the Credit Facilities and the UFC Credit Facilities.

Other debt

As of ~~September~~June 30, ~~2021,~~2022, we had certain other revolving line of credit facilities and long-term debt liabilities, primarily related to ~~Endeavor Content and~~ On Location, with total committed amounts of ~~$528.7~~$62.9 million, of which ~~$233.0~~$13.0 million was outstanding and ~~$123.0~~$46.4 million was available for borrowing based on the supporting asset base. Such facilities have maturity dates in 2023 and ~~2026,~~2025, bearing interest at rates ~~ranging from 1.75% to~~of 2.75%.

Other debt includes our Endeavor Content facility (the “Endeavor Content Facility,” which is an asset-based facility (“ABL”) used to fund television and film production). As of September 30, 2021, our Endeavor Content Facility had total capacity of $430.0 million, and we had $204.6 million borrowed. Our ability to borrow under the facility depends on there being sufficient borrowing base capacity, which in turn depends on the number and size of productions we are engaged in and the value of future receipts for the productions. The amounts borrowed under the facility will increase if we enter into additional productions, or decrease if we reduce our production activity. The Endeavor Content Facility matures on March

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31, 2025. In July 2021, the capacity under the Endeavor Content Facility was increased from $325.0 million to $430.0 million. The outstanding borrowings under this facility have been classified as assets held for sale as of September 30, 2021.

~~Other debt also includes our~~ On Location revolving credit agreement ~~which~~ has $42.9 million of total borrowing capacity and letter of credit and swingline loan sub-limits of up to $3.0 million each (the ~~“OL~~"OL Credit ~~Facility”~~Facility"). As of ~~September~~June 30, ~~2021,~~2022, we had no borrowings outstanding under the OL Credit Facility and no letters of credit outstanding. The OL Credit Facility matures on February 27, 2025. In August, On Location increased its borrowing capacity under its revolving credit agreement from $20.0 million to $42.9 million and the maturity date was extended from February 2025 to the earlier of August 2026 or the date that is 91 days prior to the maturity date of the term loans under the Credit Facilities.

~~Both the Endeavor Content Facility and the~~ The OL Credit Facility ~~contain~~contains restrictions that are substantially similar to those in the Credit Facilities and the UFC Credit Facilities.

Cash Flows Overview

~~Nine~~Six months ended ~~September~~June 30, 2022 and 2021


	Six Months Ended June 30,
(in thousands)	2022			2021
Net income, adjusted for non-cash items	$	462,318		$	275,246
Changes in working capital		(320,675	)		103,837
Changes in non-current assets and liabilities		71,403			(501,282	)
Net cash provided by (used in) operating activities	$	213,046		$	(122,199	)
Net cash provided by (used in) investing activities	$	123,154		$	(372,565	)
Net cash provided by financing activities	$	7,196		$	397,498

Cash provided in operating activities improved $335.2 million from $122.2 million of cash used in the six months ended June 30, 2021 ~~and 2020~~

Nine Months Ended September 30,

(in thousands)
2021

2020

Net income, adjusted for non-cash items
$
741,224

$
183,401

Changes in working capital

64,987

131,478

Changes in non-current assets and liabilities

(618,142
)

(208,919
)
Net cash provided by operating activities
$
188,069

$
105,960

Net cash used in investing activities
$
(408,630
)

$
(323,843
)
Net cash provided by financing activities
$
371,055

$
473,305

~~Operating activities changed from $106.0~~to $213.0 million of cash provided in the ~~nine~~six months ended ~~September~~June 30, ~~2020 to $188.1 million of cash provided in the nine months ended September 30, 2021.~~2022. Cash provided in the ~~nine~~six months ended ~~September~~June 30, 2022 was primarily due to net income, adjusted for non-cash items, of $462.3 million offset by the increase in accounts receivable of $242.3 million due to timing of events and the decrease in deferred revenue of $95.5 million due to events taking place in 2022, such as Super Bowl LVI and various music events. Cash used in the six months ended June 30, 2021 primarily represents a smaller net loss of $450.8 million from the continued recovery from COVID-19 and higher amortization of content costs of $319.8 million from content deliveries at Endeavor Content partially offset by an increase in other assets of ~~$699.7~~$490.7 million from additional investments in Endeavor Content film ~~assets. Cash provided in the nine months ended September 30, 2020 primarily represents a decrease~~assets and an increase in accounts receivable ~~and deferred costs~~ of ~~$263.8~~$141.8 million ~~and $71.6 million due to~~from the ~~adverse impact~~gradual recovery from ~~COVID-19 resulting in changes to the timing of collections and payments from modified event and media rights schedules.~~

COVID-19.

Investing activities ~~changed~~improved from ~~$323.8~~$372.6 million of cash used in the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 to ~~$408.6~~$123.2 million of cash ~~used~~provided in the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Cash provided in the six months ended June 30, 2022 primarily reflects net cash proceeds received from the sale of the restricted Endeavor Content business of $649.7 million offset by payments for acquisitions of businesses, capital expenditures and investments in non-controlled affiliates totaling $528.1 million. Cash used in the ~~nine~~six months ended ~~September~~June 30, 2021 primarily reflects payments for acquisitions of businesses, primarily for NCSA ~~Mailman~~ and FlightScope, of ~~$258.5~~$255.6 million and investments in non-controlled affiliates, primarily Learfield IMG College, of ~~$139.7~~$114.0 million. Cash used in the nine months ended September 30, 2020 primarily reflects payments for acquisitions of businesses, primarily On Location, of $314.7 million, capital expenditures of $59.9 million and investments in non-controlled affiliates of $33.0 million.

Financing activities ~~changed~~decreased from ~~$473.3~~$397.5 million of cash provided in the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 to ~~$371.1~~$7.2 million of cash provided in the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Cash provided in the ~~nine~~six months ended ~~September~~June 30, 2022 primarily reflects net cash proceeds received in connection with the acquisition of non-controlling interests of $92.5 million offset by net payments on debt of $39.9 million, as well as distributions, payments of contingent consideration related to acquisitions and redemption of certain of our equity interests totaling $44.7 million. Cash provided in the six months ended June 30, 2021 primarily reflects proceeds from ~~the equity offerings,~~our IPO and private placements, net of underwriting discounts, ~~primarily from the IPO and private placements,~~ of $1,886.6 million partially offset by $835.7 million used for the UFC Buyout and net payments on debt of ~~$654.9~~$631.5 million. ~~Cash provided in the nine months ended September 30, 2020 primarily reflects net proceeds from debt of $591.4 million partially offset by distributions of $83.5 million primarily made by UFC.~~

Future sources and uses of liquidity

Our sources of liquidity are (1) cash on hand, (2) cash flows from operations (3) available borrowings under our Senior Credit Facilities ~~including $600 million that was borrowed in October 2021~~ (which borrowings would be subject to certain restrictive covenants contained therein) and (4) proceeds from ~~the~~ potential ~~sale of the restricted Endeavor Content business.~~divestitures. Based on our current expectations, we believe that these sources of liquidity will be sufficient to fund our working capital requirements and to meet our commitments, including long-term debt service for at least the next 12 months. However, the ongoing COVID-19 pandemic has had and continues to have a significant impact on cash flows from operations. We expect that the impact of COVID-19 on revenue and cash flows will vary, but will generally depend on the duration of the pandemic, the extent and effectiveness of mass vaccinations, emerging variants of the virus, additional actions that may be taken by governmental authorities, changes in consumer preferences towards our business and the industries in which we operate and additional postponements or cancellation of live sporting events and other in person events.

Our cash and cash equivalents consist primarily of cash on deposit with banks and liquid investments in money market funds. As of September 30, 2021, cash and cash equivalents totaled $1,028.7 million, including cash held at non-wholly owned consolidated subsidiaries where cash distributions may be subject to restriction under applicable operating agreements or debt agreements and, due to such restrictions, may not be readily available to service obligations outside of those subsidiaries. These balances, which primarily consist of Endeavor China and On Location were $118.9 million as of September 30, 2021.

We expect that our primary liquidity needs will be cash to (1) provide capital to facilitate organic growth of our business, (2) fund future investments, acquisitions (including ~~OpenBet)~~Barrett-Jackson, which closed in August, and ~~settle acquisition~~OpenBet), and earn-outs and deferred purchase price payments from prior acquisitions, (3) pay operating expenses, including cash

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compensation to our employees, (4) fund capital expenditures, (5) pay interest and principal when due on our Senior Credit Facilities, (6) make payments under the tax receivable agreements, (7) pay income taxes, (8) ~~repurchase employee equity (9)~~ make distributions to members and ~~stockholders and (10) reduce our outstanding indebtedness under our Senior Credit Facilities.~~

(9) an expected $250 million reduction of debt by the end of 2022.

We expect to refinance the Senior Credit Facilities prior to the maturity of the outstanding loans, with the first maturity for outstanding term loans under the Senior Credit Facilities occurring in 2025. We currently anticipate being able to secure funding for such refinancing at favorable terms, however our ability to do so may be impacted by many factors, including our growth and other factors specific to our business as well as macro- economic factors beyond our ~~control, including as a result of COVID-19.~~

control.

Tax distributions by Endeavor Operating Company

Other than as described below, we expect to retain all our future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends for the foreseeable future.

Subject to funds being legally available, we expect that Endeavor Operating Company will make distributions to each of its members, including the Endeavor Profits Units holders and Endeavor Manager, in amounts sufficient to pay applicable taxes attributable to each member’s allocable share of taxable income of Endeavor Operating Company. Tax distributions made in respect of Endeavor Operating Company Units (but not Endeavor Profits Units) will generally be made pro rata in respect of such Units, as described in the Endeavor Operating Company LLC Agreement. However, in certain situations, tax distributions made to Endeavor Manager may be reduced (relative to those tax distributions made to the other members of Endeavor Operating Company) to reflect the income tax rates to which Endeavor Manager and Endeavor Group Holdings are subject and certain other factors. Non pro-rata tax distributions may be paid to holders of Endeavor ~~Profit~~Profits Units.

Tax Receivable Agreements

Generally, we are required under the tax receivable agreements to make payments to certain persons that held direct or indirect interest in EOC and UFC Parent prior to the IPO ("TRA ~~Holders~~Holders") that are generally equal to 85% of the applicable cash tax savings, if any, in U.S. federal, state and local income tax or franchise tax that we realize or are deemed to realize (determined by using certain assumptions) as a result of favorable tax attributes that will be available to us as a result of certain transactions contemplated in connection with our IPO, exchanges of Endeavor Operating Company Units for Class A common stock or cash and payments made under the tax receivable agreements. We will generally be entitled to retain the remaining 15% of these cash tax savings. Payments will be due only after we have filed our U.S. federal and state income tax returns. ~~The first payment would be due after the filing of our tax return for the year ending December 31, 2021, which is due April 15, 2022, but the due date can be extended until October 15, 2022.~~ Payments under the tax receivable agreements will bear interest from the due date of the tax return reflecting the applicable tax benefits. We currently expect to fund these payments from cash flows from operations generated by our subsidiaries as well as from excess tax distributions that we receive from our subsidiaries.

The amounts payable under the tax receivable agreements will vary depending upon a number of factors, including the amount, character and timing of the taxable income of EGH in the future. If the existing valuation allowance recorded against deferred tax assets is released in a future period as a result of having sufficient taxable income, among other criteria, or other tax attributes subject to the tax receivable agreements are determined to be payable, additional tax receivable agreements liabilities may be recorded. We believe that during 2022, the relevant criteria may be met, and at that time, we would release a valuation allowance, which such benefit may exceed $700 million. In addition, we would record the associated tax receivable agreements liability, which if based on all exchanges that have occurred as of June 30, 2022 would exceed $900 million.

Under the tax receivable agreements, as a result of certain types of transactions or occurrences, including a transaction resulting in a change of control or a material breach of our obligations under the tax receivable agreements, we may also be required to make payments to the TRA Holders in amounts equal to the present value of future payments we are obligated to make under the tax receivable agreements. If the payments under the tax receivable agreements are accelerated, we may be required to raise additional debt or equity to fund such payments. To the extent that we are unable to make payments under the tax receivable agreements as a result of having insufficient funds (including because our credit agreements restrict the ability of our subsidiaries to make distributions to us) such payments will generally be deferred and will accrue interest until paid.

Critical Accounting Estimates

For a description of our policies regarding our critical accounting estimates, see ~~“Critical~~"Critical Accounting Policies and ~~Estimates”~~Estimates" in ~~the Prospectus.~~our 2021 Annual Report. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, there were no significant changes in our critical accounting policies and estimates or the application or the results of the application of those policies to our unaudited consolidated financial statements from those previously ~~disclosed.~~

disclosed in the 2021 Annual Report.

Recent Accounting Standards

See Note 3 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for further information on certain accounting standards that have been recently adopted or that have not yet been required to be implemented and may be applicable to our future operations.

~~Off-Balance Sheet Arrangements~~

We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any activities that expose us to any liability that is not reflected in our unaudited consolidated financial statements except for those described under “Contractual Obligations, Commitments and Contingencies” below.

~~Contractual Obligations, Commitments and Contingencies~~

As described in Note 20 to our unaudited consolidated financial statements, during 2021, we entered into new arrangements increasing our purchase/guarantee agreements by $1.3 billion, which will be due in 2021 through 2028. There have been no other material changes to our contractual obligations disclosed in the Prospectus.

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Item 3. Quantitative and Qualitative Disclosures ~~about~~About Market Risk

Interest rate risk

Our exposure to changes in interest rates relates primarily to the floating interest component on our long-term debt. The Senior Credit Facilities bear interest at floating rates and we regularly monitor and manage interest rate risks. $1.5 billion of our Senior Credit Facilities have been swapped

to fixed rates. For the remainder, holding debt levels constant, ~~as of September 30, 2021,~~ a 1% increase in the effective interest rates would have increased our annual interest expense by ~~$39 million.~~

$41 million for the six months ended June 30, 2022.

Certain tenors of LIBOR ~~will be eliminated at the end of~~were discontinued on December 31, 2021 and the remaining tenors are expected to be discontinued on or after June 30, 2023. Our loans are benchmarked off tenors, including 1 month and 3 month LIBOR, expiring in June 2023. Our Credit Agreement includes fallback language for the new standard benchmark rate that will be offered, Secured Overnight Financing Rate ~~“SOFR”.~~"SOFR." We cannot quantify the impact of LIBOR’s replacement benchmark rate at this time.

Foreign currency risk

We have operations in several countries outside of the United States, and certain of our operations are conducted in foreign currencies, principally the British Pound and the Euro. The value of these currencies fluctuates relative to the U.S. dollar. These changes could adversely affect the U.S. dollar equivalent of our non-U.S. dollar revenue and operating costs and expenses and reduce international demand for our content and services, all of which could negatively affect our business, financial condition and results of operations in a given period or in specific territories.

Holding other variables constant (such as interest rates and debt levels), if the U.S. dollar appreciated by 10% against the foreign currencies used by our operations in the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, revenues would have decreased by approximately ~~$94.7~~$52.3 million and operating income would have improved by approximately ~~$7.5~~$1.4 million.

We regularly review our foreign exchange exposures that may have a material impact on our business and from time to time use foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of potential adverse fluctuations in foreign currency exchange rates arising from these exposures. We do not enter into foreign exchange contracts or other derivatives for speculative purposes.

Item 4. Control Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

The Company’s management has evaluated, with the participation of the chief executive officer and the chief financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on this evaluation, the chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of ~~September~~June 30, ~~2021.~~

2022.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~September~~June 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we may be involved in claims and proceedings arising in the course of our business. The outcome of any such claims or proceedings, regardless of the merits, is inherently uncertain. For a description of our legal proceedings, see Note 2016 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

Item 1A. Risk Factors

Our business, financial condition and operating results can be affected by a number of factors, whether current known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of these potential risks and uncertainties, see Part ~~II,~~I, Item 1A. ~~“Risk Factors” of~~"Risk Factors" in our ~~Quarterly Report on Form 10-Q for the quarterly period ended March 31,~~ 2021 ~~and of~~ ~~Amendment No.1 to our Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2021, which risk factors are incorporated~~

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~~herein by reference.~~ Annual Report. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and the price of our common stock. Other than the risk factors set forth below, there have been no material changes in our risk factors to those included in our 2021 Annual Report.

50Risks Relating to Legal, Political or Other Regulatory Factors Impacting our Sports Betting Businesses

Our businesses in the sports betting industry are subject to strict government regulations that may limit our existing operations, have an adverse impact on our ability to grow, affect our license eligibility, result in us amending our constituent documents, including our certificate of incorporation and bylaws, to allow for the restriction of stock ownership by certain persons or entities, including providing for the non-consensual redemption of shares under certain circumstances, and expose us to fines or other penalties.

In the United States and many other countries, the provision of sports betting products and services by certain of our businesses is subject to extensive and evolving regulation. These regulatory requirements vary from jurisdiction to jurisdiction. Therefore, we are subject to a wide range of complex laws and regulations in the jurisdictions in which we are licensed or operate. Most jurisdictions require that we be licensed, that our key personnel and certain of our security holders and customers be found suitable or be licensed, and that many of our products (including software) be reviewed and approved before they are offered to the public. Licenses, approvals or findings of suitability may be revoked, suspended or conditioned. If a license, approval or finding of suitability is required by a regulatory authority and we fail to seek or do not receive the necessary license, approval

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or finding of ~~Contents~~suitability, or if it is granted and subsequently revoked, then we may be prohibited from providing our products or services for use in the particular jurisdiction, as well as face repercussions in other jurisdictions up to and including license revocation. We may also become subject to regulation in any new jurisdictions in which we decide to operate in the future, including due to expansion of a customer’s operations. Gaming authorities may levy fines against us or seize certain of our assets if we violate gaming regulations.

To ensure our ability to meet with regulatory requirements, including those applicable to our security holders, we may adopt changes to our constituent documents, including amending our articles of incorporation and our bylaws to allow for the restriction of stock ownership by persons or entities (i) who fail to comply with informational requests or other regulatory requirements under applicable gaming laws, (ii) who are found or are likely to be found unsuitable to hold our stock by gaming authorities, or (iii) whose stock ownership adversely affects or may adversely affect our ability to obtain, maintain, renew or qualify for a license, contract, franchise or other regulatory approval from a gaming authority. Such changes to our constituent documents may include requirements that certain security holders submit to the licensing procedures and background investigations of the authorities that regulate our businesses, and may provide mechanisms for the non-consensual redemption of shares and removal of a security holder who is or may be found unsuitable or fails to comply with regulatory requirements under applicable gaming laws. Any such changes to our constituent documents may inhibit potential investors from becoming significant stockholders or inhibit existing stockholders from retaining or increasing their ownership.

While we currently hold all state and local licenses and related approvals necessary to conduct our present gaming operations, we must periodically apply to renew many of our licenses and registrations. Additionally, new key employees, officers, directors, and certain shareholders must also undergo licensing or suitability investigations. We cannot assure that we will be able to obtain or maintain the necessary licenses or approvals or that the licensing process will not result in delays in or adversely affect our operations. The failure to obtain or retain a required license or approval in any jurisdiction would decrease the geographic areas where we are permitted to operate and generate revenue, may limit our ability to obtain a license in other jurisdictions and may put us at a disadvantage relative to our competitors.

In addition, we are required to provide information relating to our operations to various gaming regulatory agencies. A failure to provide accurate information could result in the imposition of fines or other penalties by the relevant regulatory authority. Furthermore, if additional laws or regulations are adopted or existing laws or regulations are amended or interpreted differently, these regulations could impose additional restrictions or costs that could have a significant adverse effect on us.

We cannot assure that authorities will not seek to restrict our sports betting businesses in their respective jurisdictions or institute enforcement proceedings against us. Further, we cannot assure that any instituted enforcement proceedings will be favorably resolved, or that such proceedings will not have a material adverse impact on our ability to retain and renew existing licenses or to obtain new licenses in other jurisdictions. Our reputation may also be damaged by any legal or regulatory investigation, regardless of whether or not we are ultimately accused of, or found to have committed, any violation.

We may also be required under applicable gaming laws and regulations to obtain approval of applicable gaming authorities to issue securities, incur debt and undertake other financing activities, and our financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various jurisdictions in which we operate. We and certain of our affiliates, major stockholders (generally persons and entities beneficially owning a specified percentage (typically 5% or more) of our equity securities), directors, officers and key employees are also subject to extensive background investigations and suitability standards in our businesses. Gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications. Moreover, gaming authorities with jurisdiction over our operations may, in their discretion, require a holder of any securities issued by us to file applications, be investigated, and be found suitable to own our securities, and, if a holder is found unsuitable, we could be sanctioned, including with the loss of approvals that are required for us to continue our gaming operations in the relevant jurisdictions, if such unsuitable person does not timely sell our securities.

Additionally, there are instances in which a state in which a Native American tribe conducts Class III gaming activities disagrees with such tribe regarding the regulation of gaming, including the regulation of gaming suppliers. In those instances, we make every effort to comply with both state and tribal regulations and fulfill our contractual obligations. However, there may be situations where any such disagreement impedes or creates uncertainty with respect to our ability to supply gaming products and services to such tribal customer or otherwise negatively impacts our relationship with such customer or gaming regulators. There are additional complexities that may impact disputes or other interactions with Native American tribe customers. For example, Native American tribes generally enjoy sovereign immunity from lawsuits, similar to the sovereign immunity enjoyed by the individual states and the United States. In addition, certain commercial agreements with Native American tribes are subject to review by regulatory authorities such as the national Indian Gaming Commission, and, among other things, any such review could require substantial modifications to any such agreement we enter into with a Native American tribe customer.

Regulators and investors may perceive sports wagering suppliers and operators similarly and consider their respective regulatory risk to be similar.

While operators that directly provide sports wagering services to their customers are generally perceived to be exposed to a greater degree of enforcement risk than their suppliers, in some jurisdictions certain laws extend to directly impact such suppliers. Furthermore, a supplier’s nexus with a particular jurisdiction may expose it to specific enforcement risks, irrespective of whether there has been an attempt to bring proceedings against any supported operator. In some circumstances, enforcement proceedings brought against an operator may result in action being taken against a supplier (and even brought in the absence of the former). Ultimately, the market may view, or in the future may view, the regulatory risk associated with the business of supplying software and services to sports wagering operators as being comparable with the regulatory risk attaching to operators themselves. In such circumstances, there is an associated risk that investors may apply valuation methods to any such supplier that are the same as the valuation methods used to value operators, and which build in the same regulatory risk even though, in many territories, such suppliers would be considered sufficiently removed from the transactional activity to warrant the application of a discrete risk analysis. If suppliers to our sports wagers operators suffer financial difficulties from realized regulatory risk, they may not be able to offer their services and products, which could restrict the provision of our services and negatively impact our revenues.

The growth of our Sports Betting gaming business will depend on the expansion of online betting and gaming into new jurisdictions and our ability to obtain required licenses.

Our ability to achieve growth in our sports betting businesses will depend, in large part, upon expansion of online betting and gaming into new jurisdictions, the terms of regulations relating to online betting and gaming and our ability to obtain required licenses. Following the 2018 decision of the U.S. Supreme Court to overturn the federal ban on sports betting, a number of jurisdictions have legalized sports betting and online gaming and we expect that additional jurisdictions may do so in the future. Our ability to further expand our sports betting and online operations is partially dependent on the adoption of regulations permitting such activities. However, the expansion of betting and online gaming in new jurisdictions is dependent on a number of factors that are beyond our control and there can be no assurances of when, or if, such regulations will be adopted or of the terms of such regulations, including restrictions, tax rates, and license fees and availability of such licenses.

Legislative interpretation and enforcement of certain gaming regulations could adversely affect financial performance and reputation.

Various gambling regulators have implemented additional responsible and safer gambling measures relating to our sports betting businesses including the implementation of bet limits, deposit limits, bonuses and advertising, which could negatively impact our operations, business, results of operations, cash flows or financial condition, particularly if additional gambling regulators follow suit.

We may not be able to capitalize on the expansion of internet or other forms of digital gaming or other trends and changes in the gaming, social and digital gaming industries, including due to laws and regulations governing these industries.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except as previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2022 and 396,917 shares of Class A common stock issued in April 2022 in connection with an acquisition and valued at $11.0 million, no unregistered sales of the Company's equity securities were made during the three months ended June 30, 2022. The shares of Class A common stock were offered and sold in private placements exempt from registration under Section 4(a)(2) of the Securities Act.

Item 6. Exhibits

Exhibit Number
Description
Form
File No.
Exhibit
Filing Date
Filed/Furnished Herewith
2.1#
Equity Purchase Agreement, dated September 27, 2021, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company LLC and Scientific Games Company
8-K
001-40373
2.1
09/28/2021

3.1
Amended and Restated Certificate of Incorporation of Endeavor Group Holdings, Inc.
10-Q
001-40373
3.1
06/02/2021

3.2
Amended and Restated Bylaws of Endeavor Group Holdings, Inc.

*

4.1
Specimen Stock Certificate
S-1
333-254908
4.1
03/31/2021

10.1
Amendment No. 1, dated August 12, 2021 to Revolving Credit Agreement dated February 27, 2020, among Endeavor OLE Buyer, LLC, On Location Events, LLC, PrimeSport Holdings, Inc., and JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
10-Q
001-40373
10.24
08/16/2021

10.2
Eighth Amendment, dated October 27, 2021, to the First Lien Credit Agreement, dated as of August 18, 2016 among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto, as amended.
8-K
001-40373
10.1
10/27/2021

31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*

31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*

32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**

32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**

101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*

101.SCH
Inline XBRL Taxonomy Extension Schema Document

*

101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document

*

101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document

*

101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document

*

101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document

*

104
Cover Page Interactive Data File – formatted as Inline XBRL and contained in Exhibit 101

*


Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed/Furnished Herewith
3.1	Amended and Restated Certificate of Incorporation of Endeavor Group Holdings, Inc.	10-Q	001-40373	3.1	06/02/2021

3.2	Amended and Restated Bylaws of Endeavor Group Holdings, Inc.	10-Q	001-40373	3.2	11/15/2021

4.1	Specimen Stock Certificate	S-1	333-254908	4.1	03/31/2021

10.1†	Amendment No.1 to the Equity Purchase Agreement, dated June 30, 2022 by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Light & Wonder, Inc.	8-K	001-40373	10.1	06/30/2022

10.2†	Amendment No. 2 to the Equity Purchase Agreement, dated August 2, 2022 by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Light & Wonder, Inc.					*

31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*

31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*

32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**

32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document					*

101.SCH	Inline XBRL Taxonomy Extension Schema Document					*

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					*

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document					*

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document					*

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					*

104	Cover Page Interactive Data File – formatted as Inline XBRL and contained in Exhibit 101					*

* Filed herewith

** Furnished herewith

#† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The ~~Registrant~~Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

~~Table of Contents~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		ENDEAVOR GROUP HOLDINGS, INC.

Date: ~~November 15, 2021~~August 11, 2022	By:		/s/ Ariel Emanuel
			Ariel Emanuel
			Chief Executive Officer
			(Principal Executive Officer)

Date: ~~November 15, 2021~~August 11, 2022	By:		/s/ Jason Lublin
			Jason Lublin
			Chief Financial Officer
			(Principal Financial Officer)


Delaware	83-3340169
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share	EDR	The New York Stock Exchange


Part I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)	43
Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021	43
Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	54
Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	65
Consolidated Statements of Redeemable Interests and Shareholders’/ ~~Members’~~Members' Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	98
Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	1012
Notes to Consolidated Financial Statements	1113
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3330
Item 3. Quantitative and Qualitative Disclosures ~~about~~About Market Risk	4943
Item 4. Controls and Procedures	4944
Part II – OTHER INFORMATION
Item 1. Legal Proceedings	4944
Item 1A. Risk Factors	4944
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 6. Exhibits	5147


	September 30,			December 31,
	2021			2020
ASSETS
Current Assets:
Cash and cash equivalents	$	1,028,709		$	1,008,485
Restricted cash		250,021			181,848
Accounts receivable (net of allowance for doubtful accounts of $60,278 and $67,975, respectively)		639,429			445,778
Deferred costs		230,305			234,634
Assets held for sale		960,677			0
Other current assets		200,959			194,463
Total current assets		3,310,100			2,065,208
Property and equipment, net		598,433			613,139
Operating lease right-of-use assets		363,040			386,911
Intangible assets, net		1,554,108			1,595,468
Goodwill		4,415,891			4,181,179
Investments		285,842			251,078
Other assets		203,444			540,651
Total assets	$	10,730,858		$	9,633,634
LIABILITIES, REDEEMABLE INTERESTS AND SHAREHOLDERS'/MEMBERS' EQUITY
Current Liabilities:
Accounts payable	$	556,179		$	554,260
Accrued liabilities		503,953			322,749
Current portion of long-term debt		75,858			212,971
Current portion of operating lease liabilities		60,643			58,971
Deferred revenue		636,531			606,530
Deposits received on behalf of clients		235,308			176,572
Liabilities held for sale		548,846			0
Other current liabilities		89,805			65,025
Total current liabilities		2,707,123			1,997,078
Long-term debt		5,032,543			5,712,834
Long-term operating lease liabilities		364,608			395,331
Other long-term liabilities		371,902			373,642
Total liabilities		8,476,176			8,478,885
Commitments and contingencies (Note 20)
Redeemable non-controlling interests		208,890			168,254
Redeemable equity		0			22,519
Shareholders'/Members' Equity:
Class A common stock, $.00001 par value; 5,000,000,000 shares authorized; 261,970,674 shares issued and outstanding as of September 30, 2021		2			0
Class B common stock, $.00001 par value; 5,000,000,000 shares authorized; NaN issued and outstanding as of September 30, 2021		0			0
Class C common stock, $.00001 par value; 5,000,000,000 shares authorized; NaN issued and outstanding as of September 30, 2021		0			0
Class X common stock, $.00001 par value; 5,000,000,000 shares authorized; 187,515,124 shares issued and outstanding as of September 30, 2021		1			0
Class Y common stock, $.00001 par value; 1,000,000,000 shares authorized; 238,154,296 shares issued and outstanding as of September 30, 2021		2			0
Additional paid-in capital		1,580,638			0
Accumulated deficit		(277,112	)		0
Members' capital		0			468,633
Accumulated other comprehensive loss		(95,811	)		(190,786	)
Total Endeavor Group Holdings, Inc./Endeavor Operating Company, LLC shareholders'/members' equity		1,207,720			277,847
Nonredeemable non-controlling interests		838,072			686,129
Total shareholders'/members' equity		2,045,792			963,976
Total liabilities, redeemable interests and shareholders'/members' equity	$	10,730,858		$	9,633,634


	June 30,			December 31,
	2022			2021
ASSETS
Current Assets:
Cash and cash equivalents	$	1,824,012		$	1,560,995
Restricted cash		324,899			232,041
Accounts receivable (net of allowance for doubtful accounts of $62,631 and $57,102, respectively)		826,715			615,010
Deferred costs		222,067			255,371
Assets held for sale		19,690			885,633
Other current assets		243,646			204,697
Total current assets		3,461,029			3,753,747
Property and equipment, net		630,280			629,807
Operating lease right-of-use assets		357,406			373,652
Intangible assets, net		1,915,898			1,611,684
Goodwill		4,540,660			4,506,554
Investments		483,590			298,212
Other assets		347,755			260,861
Total assets	$	11,736,618		$	11,434,517
LIABILITIES, REDEEMABLE INTERESTS AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	600,026		$	558,863
Accrued liabilities		490,577			524,061
Current portion of long-term debt		87,113			82,022
Current portion of operating lease liabilities		58,989			59,743
Deferred revenue		564,267			651,760
Deposits received on behalf of clients		312,336			216,632
Liabilities held for sale		4,985			507,303
Other current liabilities		150,417			105,053
Total current liabilities		2,268,710			2,705,437
Long-term debt		5,596,660			5,631,714
Long-term operating lease liabilities		345,762			363,568
Other long-term liabilities		400,137			402,472
Total liabilities		8,611,269			9,103,191
Commitments and contingencies (Note 16)
Redeemable non-controlling interests		48,630			209,863
Shareholders' Equity:
Class A common stock, $0.00001 par value; 5,000,000,000 shares authorized; 285,731,884 and 265,553,327 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		2			2
Class B common stock, $0.00001 par value; 5,000,000,000 shares authorized; NaN issued and outstanding as of June 30, 2022 and December 31, 2021		0			0
Class C common stock, $0.00001 par value; 5,000,000,000 shares authorized; NaN issued and outstanding as of June 30, 2022 and December 31, 2021		0			0
Class X common stock, $0.00001 par value; 4,987,036,068 and 5,000,000,000 shares authorized; 183,897,784 and 186,222,061 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		1			1
Class Y common stock, $0.00001 par value; 997,261,325 and 1,000,000,000 shares authorized; 235,001,875 and 238,154,296 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		2			2
Additional paid-in capital		1,962,051			1,624,201
Retained earnings (accumulated deficit)		0			(296,625	)
Accumulated other comprehensive loss		(61,265	)		(80,535	)
Total Endeavor Group Holdings, Inc. shareholders' equity		1,900,791			1,247,046
Nonredeemable non-controlling interests		1,175,928			874,417
Total shareholders' equity		3,076,719			2,121,463
Total liabilities, redeemable interests and shareholders' equity	$	11,736,618		$	11,434,517


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐


	Three Months Ended June 30, 2022
																								Accumulated			Total Shareholders'
	Redeemable																	Additional						Other			Equity Attributable			Nonredeemable			Total
	Non-controlling			Class A Common Stock				Class X Common Stock					Class Y Common Stock					Paid-In			Retained			Comprehensive			to Endeavor Group			Non-controlling			Shareholders'
	Interests			Shares		Amount		Shares			Amount		Shares			Amount		Capital			Earnings			Loss			Holdings, Inc.			Interests			Equity

Balance at April 1, 2022	$	242,534			275,698,529	$	2		176,967,757		$	1		235,415,621		$	2	$	1,696,851		$	22,921		$	(49,428	)	$	1,670,349		$	1,053,575		$	2,723,924
Comprehensive income		481			—		—		—			—		—			—		—			25,806			(11,539	)		14,267			9,287			23,554
Equity-based compensation		(3,403	)		—		—		—			—		—			—		46,276			—			—			46,276			15,764			62,040
Issuance of Class A common stock due to exchanges		—			1,753,968		—		(1,767,352	)		—		(413,746	)		—		—			—			—			—			—			—
Issuance of Class A common stock due to releases of RSUs		—			1,695,638		—		—			—		—			—		—			—			—			—			—			—
Distributions		—			—		—		—			—		—			—		—			—			—			—			(25,602	)		(25,602	)
Accretion of redeemable non- controlling interests		59,700			—		—		—			—		—			—		(10,973	)		(48,727	)		—			(59,700	)		—			(59,700	)
Issuance of Class A common stock due to an acquisition		—			396,917		—		—			—		—			—		11,014			—			—			11,014			—			11,014
Establishment and acquisition of non-controlling interests		(250,682	)		6,186,832		—		8,697,379			—		—			—		210,059			—			—			210,059			131,336			341,395
Non-controlling interests for sale of businesses		—			—		—		—			—		—			—		—			—			—			—			—			—
Equity reallocation between controlling and non-controlling interests		—			—		—		—			—		—			—		8,730			—			(298	)		8,432			(8,432	)		—
Tax receivable agreements in connection with exchanges		—			—		—		—			—		—			—		94			—			—			94			—			94
Balance at June 30, 2022	$	48,630			285,731,884	$	2		183,897,784		$	1		235,001,875		$	2	$	1,962,051		$	0		$	(61,265	)	$	1,900,791		$	1,175,928		$	3,076,719


Issuance of Class A common stock due to vested RSUs subsequent to Reorganization and IPO		—		—		—	1,504,547		—	—		—	—		—		—			—			—			—			—			—
Contributed capital subsequent to Reorganization and IPO		5,400		—		—	—		—	—		—	—		—		—			—			—			—			—			—
Distributions subsequent to Reorganization and IPO		—		—		—	—		—	—		—	—		—		(95	)		—			—			(95	)		—			(95	)
Accretion of redeemable non-controlling interests subsequent to Reorganization and IPO		867		—		—	—		—	—		—	—		—		(867	)		—			—			(867	)		—			(867	)
Establishment of non-controlling interests subsequent to Reorganization and IPO		2,078		—		—	—		—	—		—	—		—		—			—			—			—			(2,078	)		(2,078	)
Equity reallocation between controlling and non-controlling interests subsequent to Reorganization and IPO		—		—		—	—		—	—		—	—		—		5,027			—			—			5,027			(5,027	)		-
Establishment of tax receivable agreements liability		—		—		—	—		—	—		—	—		—		(32,081	)		—			—			(32,081	)		—			(32,081	)
Balance at June 30, 2021	$	179,140	$	—	$	—	261,371,683	$	2	188,080,383	$	1	238,154,296	$	2	$	1,556,791		$	(319,597	)	$	(98,530	)	$	1,138,669		$	811,568		$	1,950,237


	Three Months Ended September 30, 2020
	Redeemable Non-controlling Interests			Redeemable Equity		Members' Capital			Accumulated Other Comprehensive (Loss) Income			Total Endeavor Operating Company, LLC Members' Equity			Nonredeemable Non-controlling Interests			Total Members' Equity
Balance at July 1, 2020	$	175,304		$	43,693	$	549,420		$	(220,309	)	$	329,111		$	666,762		$	995,873
Comprehensive (loss) income		(1,793	)		—		(80,249	)		14,001			(66,248	)		60,223			(6,025	)
Equity-based compensation expense		—			—		9,756			—			9,756			2,153			11,909
Distributions		—			—		(11,970	)		—			(11,970	)		(1,869	)		(13,839	)
Accretion of redeemable non-controlling interests		(2,180	)		—		2,180			—			2,180			—			2,180
Redemption of units		—			—		(3,588	)		—			(3,588	)		—			(3,588	)
Acquisition of non-controlling interests		—			—		(3,075	)		—			(3,075	)		1,075			(2,000	)
Reclassification to redeemable equity		—			5,703		(5,703	)		—			(5,703	)		—			(5,703	)
Balance at September 30, 2020	$	171,331		$	49,396	$	456,771		$	(206,308	)	$	250,463		$	728,344		$	978,807


	Nine Months Ended September 30, 2020
	Redeemable Non-controlling Interests			Redeemable Equity		Members' Capital			Accumulated Other Comprehensive (Loss) Income			Total Endeavor Operating Company, LLC Members' Equity			Nonredeemable Non-controlling Interests			Total Members' Equity
Balance at January 1, 2020	$	136,809		$	43,693	$	1,038,678		$	(125,404	)	$	913,274		$	774,309		$	1,687,583
Cumulative transition adjustment of ASU 2016-13 adoption		—			—		(1,803	)		—			(1,803	)		—			(1,803	)
Comprehensive (loss) income		(20,401	)		—		(601,759	)		(80,904	)		(682,663	)		53,315			(629,348	)
Equity-based compensation expense		—			—		18,922			—			18,922			7,965			26,887
Contributions		—			—		26,476			—			26,476			—			26,476
Distributions		—			—		(14,440	)		—			(14,440	)		(112,208	)		(126,648	)
Accretion of redeemable non-controlling interests		(10,281	)		—		10,281			—			10,281			—			10,281
Redemption of units		—			—		(10,806	)		—			(10,806	)		—			(10,806	)
Acquisition of non-controlling interests		65,204			—		(3,075	)		—			(3,075	)		6,710			3,635
Business deconsolidation		—			—		—			—			—			(1,747	)		(1,747	)
Reclassification to redeemable equity		—			5,703		(5,703	)		—			(5,703	)		—			(5,703	)
Balance at September 30, 2020	$	171,331		$	49,396	$	456,771		$	(206,308	)	$	250,463		$	728,344		$	978,807


Issuance of Class A common stock for vested RSUs subsequent to reorganization and IPO							1,504,547		—	—		—	—		—		—			—			—			—			—			—
Contributed capital subsequent to Reorganization and IPO		5,400		—		—	—		—	—		—	—		—		—			—			—			—			—			—
Distributions subsequent to Reorganization and IPO		—		—		—	—		—	—		—	—		—		(95	)		—			—			(95	)		—			(95	)
Accretion of redeemable non-controlling interests subsequent to Reorganization and IPO		867		—		—	—		—	—		—	—		—		(867	)		—			—			(867	)		—			(867	)
Establishment of non-controlling interests subsequent to Reorganization and IPO		2,078		—		—	—		—	—		—	—		—		—			—			—			—			(2,078	)		(2,078	)
Equity reallocation between controlling and non-controlling interests		—		—		—	—		—	—		—	—		—		5,027			—			—			5,027			(5,027	)		—
Establishment of tax receivable agreements liability		—		—		—	—		—	—		—	—		—		(32,081	)		—			—			(32,081	)		—			(32,081	)
Balance at June 30, 2021	$	179,140	$	—	$	—	261,371,683	$	2	188,080,383	$	1	238,154,296	$	2	$	1,556,791		$	(319,597	)	$	(98,530	)	$	1,138,669		$	811,568		$	1,950,237


Class of Common Stock	Par Value		Votes	Economic Rights
Class A common stock	$	0.00001	1	Yes
Class B common stock	$	0.00001	None	Yes
Class C common stock	$	0.00001	None	Yes
Class X common stock	$	0.00001	1	None
Class Y common stock	$	0.00001	20	None


	FlightScope			NCSA			Mailman
Cash and cash equivalents	$	1,042		$	3,655		$	16,598
Accounts receivable		475			5,619			11,292
Deferred costs		94			1,096			476
Other current assets		1,640			10,238			1,713
Property and equipment		1,089			2,804			585
Right of use assets		1,272			4,951			359
Other assets		1,056			5,472			2,172
Intangible assets:
Trade names		—			21,100			800
Customer relationships		2,700			10,000			12,400
Internally developed software		15,400			37,100			—
Goodwill		33,550			193,030			21,350
Accounts payable and accrued expenses		(806	)		(20,855	)		(16,137	)
Other current liabilities		(187	)		(10,318	)		(2,958	)
Operating lease liability		(1,272	)		(4,951	)		(359	)
Deferred revenue		(631	)		(37,636	)		(972	)
Other liabilities		(4,334	)		(24,508	)		(4,445	)
Net assets acquired	$	51,088		$	196,797		$	42,874




~~Cash and cash equivalents~~	$	~~58,506~~
~~Restricted cash~~		~~998~~
~~Accounts receivable~~		~~125,600~~
~~Other current assets~~		~~35,531~~
~~Property and equipment~~		~~124~~
~~Operating lease right-of-use assets~~		~~136~~
~~Goodwill~~		~~10,808~~
~~Investments~~		~~14,682~~
~~Other assets~~		~~714,292~~
~~Total assets held for sale~~	$	~~960,677~~
~~Accounts payable and accrued expenses~~	$	~~34,517~~
~~Deposits received on behalf of clients~~		~~230~~
~~Deferred revenue~~		~~239,623~~
~~Other current liabilities~~		~~1,214~~
~~Debt~~		~~223,038~~
~~Operating lease liabilities~~		~~125~~
~~Other long-term liabilities~~		~~50,099~~
~~Total liabilities related to assets held for sale~~	$	~~548,846~~


	DBH			Madrid Open
Cash and cash equivalents	$	0		$	18,659
Accounts receivable		89			2,123
Deferred costs		0			1,124
Other current assets		491			470
Property and equipment		4,403			162
Right of use assets		7,270			0
Other assets		103			381
Intangible assets:
Customer relationships		1,960			0
Owned Events		0			407,070
Other		35,410			0
Goodwill		25,556			15,385
Accounts payable and accrued expenses		(93	)		(1,609	)
Other current liabilities		(56	)		0
Operating lease liability		(9,470	)		0
Deferred revenue		(1,426	)		(20,780	)
Other liabilities		0			(4,474	)
Net assets acquired	$	64,237		$	418,511


	OLE

Cash and cash equivalents	$	45,230
Restricted cash		86
Accounts receivable		10,316
Deferred costs		99,184
Other current assets		53,893
Property and equipment		4,361
Operating lease right-of-use assets		3,509
Other assets		74,193
Intangible assets:
Trade names		75,400
Customer and client relationships		198,819
Goodwill		387,542
Accounts payable and accrued expenses		(55,927	)
Other current liabilities		(28,224	)
Deferred revenue		(175,790	)
Debt		(217,969	)
Operating lease liabilities		(3,509	)
Other long-term liabilities		(24,377	)
Non-redeemable non-controlling interest		(5,635	)
Net assets acquired	$	441,102


	Fair Value Measurements as of
	September 30, 2021
	Level I		Level II		Level III		Total
Assets:
Investments in equity securities with readily determinable fair values	$	779	$	—	$	—	$	779
Forward foreign exchange contracts		—		460		—		460
Total	$	779	$	460	$	—	$	1,239
Liabilities:
Contingent consideration	$	—	$	—	$	25,421	$	25,421
Interest rate swaps		—		71,834		—		71,834
Forward foreign exchange contracts		—		10,187		—		10,187
Total	$	—	$	82,021	$	25,421	$	107,442


	Fair Value Measurements as of
	December 31, 2020
	Level I		Level II		Level III		Total
Assets:
Investments in equity securities with readily determinable fair values	$	7,037	$	—	$	—	$	7,037
Forward foreign exchange contracts		—		1,794		—		1,794
Total	$	7,037	$	1,794	$	—	$	8,831
Liabilities:
Contingent consideration	$	—	$	—	$	9,026	$	9,026
Interest rate swaps		—		107,909		—		107,909
Forward foreign exchange contracts		—		5,023		—		5,023
Total	$	—	$	112,932	$	9,026	$	121,958



	Three Months Ended September 30, 2021		May 1, 2021 - September 30, 2021
Basic net income (loss) per share
Numerator
Consolidated net income (loss)	$	63,613	$	(457,841	)
Net income (loss) attributable to NCI (Endeavor Operating Company)		17,177		(154,395	)
Net income (loss) attributable to NCI (Endeavor Manager Units)		3,951		(26,334	)
Net income (loss) attributable to the Company		42,485		(277,112	)
Adjustment to net loss attributable to the Company	-			(1,399	)
Net income (loss) attributable to EGH common shareholders	$	42,485	$	(278,511	)
Denominator
Weighted average Class A Common Shares outstanding - Basic		262,891,070		261,048,116
Basic net income (loss) per share	$	0.16	$	(1.07	)


	Three Months Ended September 30, 2021

Diluted net income per share
Numerator
Consolidated net income	$	63,613
Net loss attributable to NCI (Endeavor Operating Company)		(5,507	)
Net income attributable to NCI (Endeavor Manager Units)		-
Net income attributable to EGH common shareholders	$	69,120
Denominator
Weighted average Class A Common Shares outstanding - Basic		262,891,070
Additional shares assuming exchange of all Endeavor Profits Units		3,569,639
Additional shares from stock options and RSUs, as calculated using the treasury stock method		202,490
Additional shares assuming exchange of all Endeavor Operating Units and Endeavor Manager Units		169,259,312
Weighted average number of shares used in computing diluted income per share		435,922,511
Diluted net income per share	$	0.16


	Time Vested RSUs					Market/ Market and Time Vested RSUs
	Units			Value *		Units			Value *
Outstanding at January 1, 2021		0		$	0		0		$	0
Granted		7,367,065		$	29.96		3,139,363		$	28.09
Released		(781,143	)	$	30.81		(830,857	)	$	29.04
Forfeited		(9,191	)	$	30.81		(39,199	)	$	27.57
Outstanding at September 30, 2021		6,576,731		$	29.86		2,269,307		$	27.74
Vested and releasable at September 30, 2021		1,268,130		$	30.53		4,130		$	28.21


	Stock Options
	Options			Weighted average exercise price
Outstanding at January 1, 2021		0		$	0
Granted		3,234,561		$	24.03
Forfeited or expired		(17,187	)	$	24.00
Outstanding at September 30, 2021		3,217,374		$	24.03
Vested and exercisable at September 30, 2021		563,367		$	24.00