UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~June 30,~~March 31, ~~2023~~2024


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

For the transition period from to

Commission File Number: 001-40373

ENDEAVOR GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


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

9601 Wilshire Boulevard, 3rd Floor

Beverly Hills, CA 90210

(Address of principal executive offices) (Zip Code)

(310) 285-9000

(Registrant’s telephone number, including area code)

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Act:


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

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 accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


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

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 ~~July 31, 2023,~~April 30, 2024, there were ~~303,755,495~~302,461,128 shares of the registrant’s Class A common stock outstanding, ~~174,085,021~~165,059,586 shares of the registrant’s Class X common stock outstanding and ~~227,073,690~~225,347,636 shares of the registrant’s Class Y common stock outstanding.

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TABLE OF CONTENTS


Part I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)	4
Consolidated Balance Sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	4
Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	5
Consolidated Statements of Comprehensive (Loss) Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	6
Consolidated Statements of Redeemable Interests and Shareholders’ Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	78
Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	129
Notes to Consolidated Financial Statements	1310
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2825
Item 3. Quantitative and Qualitative Disclosures About Market Risk	4236
Item 4. Controls and Procedures	4336
Part II – OTHER INFORMATION
Item 1. Legal Proceedings	4337
Item 1A. Risk Factors	4337
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ~~and Issuer Purchases of Equity Securities~~	4439
Item 5. Other Information	4439
Item 6. Exhibits	4640

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FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the "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") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of present and historical facts contained in this Quarterly Report, including without limitation, statements regarding the anticipated timing, benefits and costs associated with the Merger Agreement and Merger-Related Transactions (as defined below), our expectations surrounding the Merger Agreement and Merger-Related Transactions and its ability to maximize shareholder value, 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," or, in each case, their negative, or other 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:

•

risks related to the Merger Agreement and Merger-Related Transactions;

•

changes in public and consumer tastes and preferences and industry trends;

•

impacts from changes in discretionary and corporate spending on entertainment and sports events due to factors beyond our control, such as adverse economic conditions, on our operations;

•

our ability to adapt to or manage new content distribution platforms or changes in consumer behavior resulting from new technologies;

•

our reliance on our professional reputation and brand name;

•

our dependence on the relationships of our management, agents, and other key personnel with clients across many content categories;

•

our ability to identify, recruit, and retain qualified and experienced agents and managers;

•

our ability to identify, sign, and retain clients;

•

our ability to avoid or manage conflicts of interest arising from our client and business relationships;

•

the loss or diminished performance of members of our executive management and other key employees;

•

our dependence on key relationships with television and cable networks, satellite providers, digital streaming partners, corporate sponsors, and other distribution partners;

•

our ability to effectively manage the integration of and recognize economic benefits from businesses acquired, our operations at our current size, and any future growth;

•

the conduct of our operations through joint ventures and other investments with third parties;

•

immigration restrictions and related factors;

•

failure ~~in technology, including at live events, or~~to protect our IT Systems and Confidential Information against breakdowns, security breaches, ~~of our information systems;~~and other cybersecurity risks;

•

the unauthorized disclosure of sensitive or confidential client or customer information;

•

~~our substantial indebtedness;~~

•

our ability to protect our trademarks and other intellectual property rights, including our brand image and reputation, and the possibility that others may allege that we infringe upon their intellectual property rights;

•

risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to both domestic and international markets;

•

fluctuations in foreign currency exchange rates;

•

litigation and other proceedings to the extent uninsured or underinsured;

•

our ability to comply with the U.S. and foreign governmental regulations to which we are subject;

•

our compliance with certain franchise and licensing requirements of unions and guilds and dependence on unionized ~~labor;~~labor, which exposes us to risks of work stoppages or labor disturbances;

•

~~labor disputes and work stoppages by unions and guilds such as the Writers Guild of America and Screen Actors Guild-American Federation of Television and Radio Artists, of which many of~~ our ~~clients are members;~~ability to obtain additional financing;

•

risks related to our sports betting businesses and applicable regulatory requirements;

•

risks related to successful integration of the businesses of WWE and UFC;

•

our control by Messrs. Emanuel and Whitesell, the Executive Holdcos, and the Silver Lake Equityholders;

•

risk related to our organization and structure;

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•

conflicts of interests that could result due to the amendments to the Endeavor Operating Company LLC Agreement;

•

our substantial indebtedness;

•

risks related to tax matters;

•

risks related to our Class A common stock;

•

risks related to the ~~proposed Transactions (as defined below);~~TKO Transactions;

•

risks related to our ~~effecting share repurchases under our share authorization and~~ paying ~~regular dividends;~~

•

~~conflicts of interests that could result due~~quarterly cash dividends, including pursuant to the ~~amendments to the Endeavor Operating Company LLC~~Merger Agreement; and

•

other important factors that could cause actual results, performance or achievements to differ materially from those described in Part I, Item 1A. "Risk Factors" and Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022~~2023 ("~~2022~~2023 Annual Report"), as updated by Part II, Item 1A. "Risk Factors" in this Quarterly Report, and Part I, Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report and in our subsequent filings with the Securities and Exchange Commission (the "SEC").

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.

Available Information and Website Disclosure

We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

You also can find more information about us online at our investor relations website located at www.investor.endeavorco.com. Filings we make with the SEC and any amendments to those reports are available free of charge on our website as soon as reasonably practicable after we electronically file such material with the SEC. The information posted on or accessible through our website is not incorporated into this ~~Annual~~Quarterly Report.

Investors and others should note that we announce material financial and operational information to our investors using press releases, SEC filings and public conference ~~call~~calls and webcasts, and by postings on our investor relations site at investor.endeavorco.com. We may also use our website as a distribution channel of material Company information. In addition, you may automatically receive email alerts and other information about Endeavor when you enroll your email address by visiting the “Investor Email Alerts” option under the Resources tab on investor.endeavorco.com.

DEFINITIONS

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

•

“"we,~~” “us,” “our,” “Endeavor,”~~" "us," "our," "Endeavor," the ~~“Company,”~~"Company," and similar references refer (a) after giving effect to the reorganization transactions, to Endeavor Group Holdings and its consolidated subsidiaries, and (b) prior to giving effect to the reorganization transactions, to Endeavor Operating Company and its consolidated subsidiaries.

•

“"Endeavor Group ~~Holdings”~~Holdings" refers to Endeavor Group Holdings, Inc. ~~(“EGH”~~("EGH").

•

“"Endeavor ~~Manager”~~Manager" refers to Endeavor Manager, LLC, a Delaware limited liability company and a direct subsidiary of Endeavor Group Holdings following the reorganization transactions.

•

“"Endeavor Manager ~~Units”~~Units" refers to the common interest units in Endeavor Manager.

•

“"Endeavor Operating ~~Company”~~Company" refers to Endeavor Operating Company, LLC, a Delaware limited liability company and a direct subsidiary of Endeavor Manager’s and indirect subsidiary of ours following the reorganization transactions ~~(“EOC”~~("EOC").

•

“"Endeavor Operating Company ~~Units”~~Units" refers to all of the existing equity interests in Endeavor Operating Company (other than the Endeavor Profits Units) that were reclassified into Endeavor Operating Company’s non-voting common interest units upon the consummation of the reorganization transactions.

•

“"Endeavor Phantom ~~Units”~~Units" refers to the phantom units outstanding, which, subject to certain conditions and limitations, entitle the holder to cash equal to the value of a number of Endeavor Manager Units, Endeavor Operating Company Units, or Endeavor Profits Units, or of equity settled to the equivalent number of Endeavor Manager Units, Endeavor Operating Company Units, or Endeavor Profits Units.

•

“"Endeavor Profits ~~Units”~~Units" refers to the profits units of Endeavor Operating Company ~~and~~ that are economically similar to stock options (other than with respect to Endeavor Full Catch-Up Profits Units which, upon our achievement of a price per share that would have fully satisfied their preference on distributions, were converted into Endeavor Operating Company Units).options. Each Endeavor Profits Unit ~~(other than Endeavor Full Catch-Up Profits Units)~~ has a per unit hurdle price, which is economically similar to the exercise price of a stock option.

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•

“"Executive ~~Holdcos”~~Holdcos" refers to Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC, and Endeavor Executive II Holdco, LLC, each a management holding company, the equity owners of which include current and former senior officers, employees, or other service providers of Endeavor Operating Company, and which are controlled by Messrs. Emanuel and Whitesell.

•

“"fully-diluted basis" means on a basis calculated assuming the full cash exercise (and not net settlement but, for the avoidance of doubt, including the conversion of the Convertible Notes (to the extent not converted prior to closing of the TKO Transactions)) of all outstanding options, warrants, restricted stock units, performance stock units, dividend equivalent rights and other rights and obligations (including any promised equity awards and assuming the full issuance of the shares underlying such awards) to acquire voting interests of TKO Group Holdings (without regard to any vesting provisions and, with respect to any promised awards whose issuance is conditioned in full or in part based on achievement of performance goals or metrics, assuming achievement at target performance) and the full conversion, exercise, exchange, settlement of all issued and outstanding securities convertible into or exercisable, exchangeable or settleable for voting interests of TKO Group Holdings, not including any voting interests of TKO Group Holdings reserved for issuance pursuant to future awards under any option, equity bonus, share purchase or other equity incentive plan or arrangement of TKO Group Holdings (other than promised awards described above), and any other interests or shares, as applicable, that may be issued or exercised. For the avoidance of doubt, this definition assumes no net settlement or other reduction in respect of withholding tax obligations in connection with the issuance, conversion, exercise, exchange or settlement of such rights or obligations to acquire interests of TKO Group Holdings as described in the foregoing.

•

"Merger Agreement" refers to the Agreement and Plan of Merger, entered into on April 2, 2024, by and among the Company, Endeavor Manager, Endeavor Operating Company (together with the Company and Endeavor Manager, the “Company Entities” and each, a “Company Entity”), Executive Holdcos, Wildcat EGH Holdco, L.P., a Delaware limited partnership (“Holdco Parent”), Wildcat OpCo Holdco, L.P., a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), Wildcat PubCo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco Parent (“Company Merger Sub”), Wildcat Manager Merger Sub, L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of Company Merger Sub (“Manager Merger Sub”), Wildcat OpCo Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of OpCo Parent (“OpCo Merger Sub” and, together with Endeavor Manager Merger Sub and Company Merger Sub, the “Merger Subs” and each, a “Merger Sub”).

•

"Merger" and “Merger-Related Transactions” refers to the transactions contemplated by the terms of the Merger Agreement (as defined above) that, upon completion, will result in Endeavor’s common stock no longer being listed on any public market (referred to as, the “take-private transaction”). Pursuant to the Merger Agreement, (a) OpCo Merger Sub will merge with and into Endeavor Operating Company, with Endeavor Operating Company surviving the merger, collectively owned, directly or indirectly, by OpCo Parent, Endeavor Manager and certain Rollover Holders (as defined herein) (the “OpCo Merger”), (b) immediately following the OpCo Merger, Manager Merger Sub will merge with and into Endeavor Manager, with Endeavor Manager surviving the merger, wholly-owned by the Company (the “Manager Merger”) and (c) immediately following the Manager Merger, Company Merger Sub will merge with and into the Company, with the Company surviving the merger, collectively owned, directly or indirectly, by Holdco Parent and certain Rollover Holders (the “Company Merger” and, together with the Manager Merger and the OpCo Merger, the “Merger” and, together with the other transactions contemplated by the Merger Agreement, collectively, the “Merger-Related Transactions”).

•

"reorganization ~~transactions”~~transactions" refers to the internal reorganization completed in connection with our May 2021 initial public offering ("IPO"), following which Endeavor Group Holdings manages and operates the business and control the strategic decisions and day-to-day operations of Endeavor Operating Company through Endeavor Manager and includes the operations of Endeavor Operating Company in its consolidated financial statements.

•

“Rollover Holders" refers to certain holders of equity interests in the Company and Endeavor Operating Company (each, a “Rollover Holder”) each of which entered into a rollover agreement with the Parent Entities, pursuant to which each Rollover Holder has agreed, on the terms and subject to the conditions set forth in the rollover agreements, that certain of their equity interests in Endeavor Operating Company will remain outstanding in the OpCo Merger, and certain of shares of Common Stock they own will remain outstanding in the Company Merger.

•

"Silver Lake ~~Equityholders”~~Equityholders" refers to certain affiliates of Silver Lake that are our stockholders.

•

"TKO" refers to TKO Group Holdings, Inc., a consolidated subsidiary of the Company, which, following the TKO Transactions, owns and operates the UFC and WWE.

•

The ~~"Transactions"~~"TKO Transactions" refer to the ~~proposed~~ combination of the UFC and WWE businesses into a new publicly listed company, ~~("New PubCo")~~TKO.

•

~~“UFC Parent”~~"UFC" refers to ~~Zuffa Parent LLC, which owns and operations~~ the Ultimate Fighting Championship, ~~("UFC"),~~ the professional mixed martial arts ("MMA") organization.

•

"UFC Parent" or "Zuffa" refers to Zuffa Parent LLC (n/k/a TKO Operating Company, LLC or "TKO OpCo").

•

"WWE" refers to World Wrestling Entertainment, Inc. (n/k/a World Wrestling Entertainment, LLC).

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Item 1. Financial Statements (Unaudited)

PART I – FINANCIAL INFORMATION

ENDEAVOR GROUP HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	June 30,		December 31,			March 31,			December 31,
	2023		2022			2024			2023
ASSETS
Current Assets:
Cash and cash equivalents	$	1,616,493	$	767,828		$	778,643		$	1,166,526
Restricted cash		327,907		278,165			322,377			278,456
Accounts receivable (net of allowance for doubtful accounts of $53,594 and $54,766, respectively)		982,191		917,000
Accounts receivable (net of allowance for doubtful accounts of $67,449 and $66,650, respectively)							1,087,852			939,790
Deferred costs		277,577		268,524			656,122			627,170
Assets held for sale		5,984		12,013
Other current assets		397,983		293,206			558,023			452,605
Total current assets		3,608,135		2,536,736			3,403,017			3,464,547
Property and equipment, net		472,152		696,302			950,207			944,907
Operating lease right-of-use assets		329,384		346,550			435,818			320,395
Intangible assets, net		2,167,746		2,205,583			5,099,843			5,212,365
Goodwill		5,090,554		5,284,697			10,081,052			10,151,839
Investments		344,013		336,973			404,210			397,971
Deferred income taxes		809,873		771,382			433,081			430,765
Other assets		494,730		325,619			705,515			621,984
Total assets	$	13,316,587	$	12,503,842		$	21,512,743		$	21,544,773
LIABILITIES, REDEEMABLE INTERESTS AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	673,690	$	600,605		$	608,855		$	587,608
Accrued liabilities		501,968		525,239			835,996			710,725
Current portion of long-term debt		98,981		88,309			54,753			58,894
Current portion of operating lease liabilities		70,317		65,381			68,275			76,229
Deferred revenue		582,093		716,147			798,192			807,568
Deposits received on behalf of clients		309,262		258,414			308,601			262,436
Liabilities held for sale		—		2,672
Current portion of tax receivable agreement liability		154,893		50,098			120,527			156,155
Other current liabilities		242,151		107,675			132,595			137,330
Total current liabilities		2,633,355		2,414,540			2,927,794			2,796,945
Long-term debt		5,011,424		5,080,237			4,955,400			4,969,417
Long-term operating lease liabilities		304,752		327,888			409,894			287,574
Long-term tax receivable agreement liability		838,555		961,623			718,643			834,298
Deferred tax liabilities							526,505			528,049
Other long-term liabilities		431,303		412,982			560,895			405,979
Total liabilities		9,219,389		9,197,270			10,099,131			9,822,262
Commitments and contingencies (Note 16)
Redeemable non-controlling interests		231,340		253,079			229,287			215,458
Shareholders' Equity:
Class A common stock, $0.00001 par value; 5,000,000,000 shares authorized; 302,912,176 and 290,541,729 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		3		2
Class B common stock, $0.00001 par value; 5,000,000,000 shares authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022		—		—
Class C common stock, $0.00001 par value; 5,000,000,000 shares authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022		—		—
Class X common stock, $0.00001 par value; 4,983,448,411 and 4,987,036,068 shares authorized; 174,400,744 and 182,077,479 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		1		1
Class Y common stock, $0.00001 par value; 989,681,838 and 997,261,325 shares authorized; 227,073,690 and 227,836,134 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		2		2
Class A common stock, $0.00001 par value; 5,000,000,000 shares authorized; 301,534,075 and 298,698,490 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively							3			3
Class B common stock, $0.00001 par value; 5,000,000,000 shares authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023							—			—
Class C common stock, $0.00001 par value; 5,000,000,000 shares authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023							—			—
Class X common stock, $0.00001 par value; 4,983,448,411 and 4,983,448,411 shares authorized; 165,893,113 and 166,569,908 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively							1			1
Class Y common stock, $0.00001 par value; 989,681,838 and 989,681,838 shares authorized; 225,897,909 and 225,960,405 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively							2			2
Additional paid-in capital		2,309,320		2,120,794			4,955,083			4,901,922
Retained earnings (accumulated deficit)		194,986		(216,219	)
Accumulated other comprehensive income (loss)		36		(23,736	)
Accumulated deficit							(272,473	)		(117,065	)
Accumulated other comprehensive loss							(20,543	)		(157	)
Total Endeavor Group Holdings, Inc. shareholders' equity		2,504,348		1,880,844			4,662,073			4,784,706
Nonredeemable non-controlling interests		1,361,510		1,172,649			6,522,252			6,722,347
Total shareholders' equity		3,865,858		3,053,493			11,184,325			11,507,053
Total liabilities, redeemable interests and shareholders' equity	$	13,316,587	$	12,503,842		$	21,512,743		$	21,544,773

See accompanying notes to consolidated financial statements

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ENDEAVOR GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2023			2022			2023			2022			2024			2023
Revenue	$	1,436,212		$	1,312,515		$	3,033,049		$	2,786,278		$	1,850,284		$	1,596,837
Operating expenses:
Direct operating costs		584,014			508,385			1,308,296			1,203,026			844,610			724,282
Selling, general and administrative expenses		632,671			587,499			1,301,884			1,127,705			1,096,246			669,213
Insurance recoveries		—			—			—			(993	)
Depreciation and amortization		61,078			65,612			127,829			131,606			156,349			66,751
Impairment charges														64,196			—
Total operating expenses		1,277,763			1,161,496			2,738,009			2,461,344			2,161,401			1,460,246
Operating income		158,449			151,019			295,040			324,934
Operating (loss) income														(311,117	)		136,591
Other (expense) income:
Interest expense, net		(90,307	)		(62,505	)		(175,404	)		(121,777	)		(96,559	)		(85,097	)
Tax receivable agreement liability adjustment		10,174			2,405			12,518			(51,092	)		(2,444	)		2,344
Other income (expense), net		741,657			(6,133	)		766,090			453,808
Income before income taxes and equity losses of affiliates		819,973			84,786			898,244			605,873
Provision for (benefit from) income taxes		140,441			2,699			175,911			(14,535	)
Income before equity losses of affiliates		679,532			82,087			722,333			620,408
Other (expense) income, net														(2,922	)		24,433
(Loss) income before income taxes and equity losses of affiliates														(413,042	)		78,271
(Benefit from) provision for income taxes														(111,834	)		35,470
(Loss) income before equity losses of affiliates														(301,208	)		42,801
Equity losses of affiliates, net of tax		(12,997	)		(39,867	)		(19,543	)		(60,522	)		(2,263	)		(6,546	)
Net income		666,535			42,220			702,790			559,886
Less: Net income attributable to non-controlling interests		263,361			16,414			291,585			214,534
Net income attributable to Endeavor Group Holdings, Inc.	$	403,174		$	25,806		$	411,205		$	345,352
Net (loss) income														(303,471	)		36,255
Less: Net (loss) income attributable to non-controlling interests														(166,131	)		28,224
Net (loss) income attributable to Endeavor Group Holdings, Inc.													$	(137,340	)	$	8,031


Earnings per share of Class A common stock:
(Loss) earnings per share of Class A common stock:
Basic	$	1.34		$	0.09		$	1.37		$	1.27		$	(0.46	)	$	0.03
Diluted	$	1.29		$	0.09		$	1.35		$	1.24		$	(0.46	)	$	0.03
Weighted average number of shares used in computing earnings per share:
Weighted average number of shares used in computing (loss) earnings per share:
Basic		301,011,276			281,623,228			296,499,094			275,092,484			300,460,640			291,936,777
Diluted		311,046,135			449,733,965			299,810,998			446,419,024			300,460,640			295,285,241

See accompanying notes to consolidated financial statements

Table of Contents

ENDEAVOR GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

Net income

$
666,535

$
42,220

$
702,790

$
559,886

Other comprehensive income, net of tax:

Change in unrealized gains/losses on cash flow hedges:

Unrealized losses on forward foreign exchange contracts

—

(197
)

—

(13
)
Reclassification of gains to net income for forward foreign exchange contracts

—

—

—

(786
)
Unrealized gains on interest rate swaps

19,067

14,031

18,031

62,225

Reclassification of (gains) losses to net income for interest rate swaps

(14,555
)

7,159

(26,357
)

14,492

Foreign currency translation adjustments

18,985

(39,178
)

41,316

(39,826
)
Reclassification of foreign currency translation losses (gains) to net income for business divestiture

—

—

3,270

(127
)
Total comprehensive income, net of tax

690,032

24,035

739,050

595,851

Less: Comprehensive income attributable to non-controlling interests

271,734

9,768

303,658

228,383

Comprehensive income attributable to Endeavor Group Holdings, Inc.

$
418,298

$
14,267

$
435,392

$
367,468


	Three Months Ended March 31,
	2024			2023
Net (loss) income	$	(303,471	)	$	36,255
Other comprehensive (loss) income, net of tax:
Change in unrealized gains/losses on cash flow hedges:
Unrealized gains (losses) on interest rate swaps		6,105			(1,036	)
Reclassification of gains to net (loss) income for interest rate swaps		(16,793	)		(11,802	)
Foreign currency translation adjustments		(20,954	)		22,331
Reclassification of foreign currency translation losses to net (loss) income for business divestiture		—			3,270
Total comprehensive (loss) income, net of tax		(335,113	)		49,018
Less: Comprehensive (loss) income attributable to non-controlling interests		(177,398	)		31,924
Comprehensive (loss) income attributable to Endeavor Group Holdings, Inc.	$	(157,715	)	$	17,094

See accompanying notes to consolidated financial statements

Table of Contents

~~ENDEAVOR GROUP HOLDINGS, INC.~~

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

~~(In thousands, except share data)~~

~~(Unaudited)~~

Three Months Ended June 30, 2023

Accumulated

Total Shareholders'

Redeemable

Additional

Retained Earnings

Other

Equity Attributable

Nonredeemable

Total

Non-controlling

Class A Common Stock

Class X Common Stock

Class Y Common Stock

Paid-In

(Accumulated

Comprehensive

to Endeavor Group

Non-controlling

Shareholders'

Interests

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit)

Income/(Loss)

Holdings, Inc.

Interests

Equity

Balance at April 1, 2023

$
254,239

299,352,355

$
2

175,912,198

$
1

227,523,031

$
2

$
2,248,015

$
(208,188
)

$
(14,997
)

$
2,024,835

$
1,117,890

$
3,142,725

Comprehensive income

1,524

—

—

—

—

—

—

—

403,174

15,124

418,298

270,210

688,508

Equity-based compensation

—

—

—

—

—

—

—

50,162

—

—

50,162

15,335

65,497

Issuance of Class A common stock due to exchanges

—

1,537,347

1

(1,511,454
)

—

(449,341
)

—

—

—

—

1

—

1

Issuance of Class A common stock due to releases of RSUs

—

1,724,469

—

—

—

—

—

—

—

—

—

—

—

Distributions

—

—

—

—

—

—

—

—

—

—

—

(7,365
)

(7,365
)
Accretion of redeemable non- controlling interests

(7,852
)

—

—

—

—

—

—

7,852

—

—

7,852

—

7,852

Issuance of Class A common stock due to an acquisition

—

32,673

—

—

—

—

—

781

—

—

781

—

781

Acquisition of non-controlling interests

(16,571
)

265,332

—

—

—

—

—

(18,855
)

—

—

(18,855
)

(12,978
)

(31,833
)
Non-controlling interests for sale of businesses

—

—

—

—

—

—

—

—

—

—

—

(86
)

(86
)
Equity reallocation between controlling and non-controlling interests

—

—

—

—

—

—

—

21,587

—

(91
)

21,496

(21,496
)

—

Equity impact of tax receivable agreement and deferred taxes arising from EOC units and Endeavor Manager units exchanges

—

—

—

—

—

—

—

(222
)

—

—

(222
)

—

(222
)
Balance at June 30, 2023

$
231,340

302,912,176

$
3

174,400,744

$
1

227,073,690

$
2

$
2,309,320

$
194,986

$
36

$
2,504,348

$
1,361,510

$
3,865,858

~~See accompanying notes to consolidated financial statements~~

~~ENDEAVOR GROUP HOLDINGS, INC.~~

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

~~(In thousands, except share data)~~

~~(Unaudited)~~

Six Months Ended June 30, 2023

Accumulated

Total Shareholders'

Redeemable

Additional

Retained Earnings

Other

Equity Attributable

Nonredeemable

Total

Non-controlling

Class A Common Stock

Class X Common Stock

Class Y Common Stock

Paid-In

(Accumulated

Comprehensive

to Endeavor Group

Non-controlling

Shareholders'

Interests

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit)

Income/(Loss)

Holdings, Inc.

Interests

Equity

Balance at January 1, 2023

$
253,079

290,541,729

$
2

182,077,479

$
1

227,836,134

$
2

$
2,120,794

$
(216,219
)

$
(23,736
)

$
1,880,844

$
1,172,649

$
3,053,493

Comprehensive income

18,933

—

—

—

—

—

—

—

411,205

24,187

435,392

284,725

720,117

Equity-based compensation

(1,527
)

—

—

—

—

—

—

127,328

—

—

127,328

20,325

147,653

Issuance of Class A common stock due to exchanges

—

7,702,628

1

(7,676,735
)

—

(762,444
)

—

—

—

—

1

—

1

Issuance of Class A common stock due to releases of RSUs

—

4,369,814

—

—

—

—

—

—

—

—

—

—

Distributions

(6,567
)

—

—

—

—

—

—

—

—

—

—

(27,089
)

(27,089
)
Accretion of redeemable non- controlling interests

(6,465
)

—

—

—

—

—

—

6,465

—

—

6,465

—

6,465

Issuance of Class A common stock due to an acquisition

—

32,673

—

—

—

—

—

781

—

—

781

—

781

Acquisition of non-controlling interests

(17,286
)

265,332

—

—

—

—

—

(18,855
)

—

—

(18,855
)

(10,503
)

(29,358
)
Non-controlling interests for sale of businesses

(8,827
)

—

—

—

—

—

—

—

—

—

—

(86
)

(86
)
Equity reallocation between controlling and non-controlling interests

—

—

—

—

—

—

—

78,926

—

(415
)

78,511

(78,511
)

—

Equity impact of tax receivable agreement and deferred taxes arising from EOC units and Endeavor Manager units exchanges

—

—

—

—

—

—

—

(6,119
)

—

—

(6,119
)

—

(6,119
)
Balance at June 30, 2023

$
231,340

302,912,176

$
3

174,400,744

$
1

227,073,690

$
2

$
2,309,320

$
194,986

$
36

$
2,504,348

$
1,361,510

$
3,865,858

~~See accompanying notes to consolidated financial statements~~

ENDEAVOR GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE INTERESTS AND SHAREHOLDERS' EQUITY

(In thousands, except share data)

(Unaudited)

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
)

—

Equity impact of tax receivable agreement and deferred taxes arising from EOC units and Endeavor Manager units 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

$
—

$
(61,265
)
$
1,900,791

$
1,175,928

$
3,076,719


	Three Months Ended March 31, 2024

																							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		Accumulated			Comprehensive			to Endeavor Group				Non-controlling			Shareholders'
	Interests			Shares		Amount		Shares			Amount		Shares			Amount		Capital		Deficit			Loss			Holdings, Inc.				Interests			Equity
Balance at January 1, 2024	$	215,458			298,698,490	$	3		166,569,908		$	1		225,960,405		$	2	$	4,901,922	$	(117,065	)	$	(157	)	$	4,784,706			$	6,722,347		$	11,507,053
Comprehensive income (loss)		14,726			—		—		—			—		—			—		—		(137,340	)		(20,375	)		(157,715	)			(192,124	)		(349,839	)
Equity-based compensation		—			—		—		—			—		—			—		32,755		—			—			32,755				27,901			60,656
Issuance of Class A common stock due to exchanges		—			676,795		—		(676,795	)		—		(62,496	)		—		—		—			—			—				—			—
Issuance of Class A common stock due to releases of RSUs		—			2,158,790		—		—			—		—			—		—		—			—			—				—			—
Contributions		—			—		—		—			—		—			—		—		—			—			—		—		1,493			1,493
Distributions		(897	)		—		—		—			—		—			—		—		—			—			—				(13,653	)		(13,653	)
Dividends ($0.06 per share)		—			—		—		—			—		—			—		—		(18,068	)		—			(18,068	)			(9,026	)		(27,094	)
Equity reallocation between controlling and non-controlling interests		—			—		—		—			—		—			—		14,697		—			(11	)		14,686				(14,686	)		—
Equity impact of tax receivable agreement for exchanges of EOC units and Endeavor Manager units, and deferred taxes arising from changes in ownership		—			—		—		—			—		—			—		5,709		—			—			5,709				—			5,709
Balance at March 31, 2024	$	229,287			301,534,075	$	3		165,893,113		$	1		225,897,909		$	2	$	4,955,083	$	(272,473	)	$	(20,543	)	$	4,662,073			$	6,522,252		$	11,184,325

See accompanying notes to consolidated financial statements

Table of Contents

ENDEAVOR GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE INTERESTS AND SHAREHOLDERS' EQUITY

(In thousands, except share data)

(Unaudited)

Six Months Ended June 30, 2022

Accumulated

Total Shareholders'

Redeemable

Additional

Retained Earnings

Other

Equity Attributable

Nonredeemable

Total

Non-controlling

Class A Common Stock

Class X Common Stock

Class Y Common Stock

Paid-In

(Accumulated

Comprehensive

to Endeavor Group

Non-controlling

Shareholders'

Interests

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit)

Loss

Holdings, Inc.

Interests

Equity

Balance at January 1, 2022

$
209,863

265,553,327

$
2

186,222,061

$
1

238,154,296

$
2

$
1,624,201

$
(296,625
)
$
(80,535
)
$
1,247,046

$
874,417

$
2,121,463

Comprehensive income

4,717

—

—

—

—

—

—

—

345,352

22,116

367,468

223,666

591,134

Equity-based compensation

(2,276
)

—

—

—

—

—

—

91,798

—

—

91,798

19,117

110,915

Issuance of Class A common stock due to exchanges

—

10,987,413

—

(11,021,656
)

—

(3,152,421
)

—

—

—

—

—

—

—

Issuance of Class A common stock due to releases of RSUs

—

2,607,395

—

—

—

—

—

—

—

—

—

—

—

Distributions

—

—

—

—

—

—

—

—

—

—

—

(25,953
)

(25,953
)
Accretion of redeemable non- controlling interests

87,008

—

—

—

—

—

—

(38,281
)

(48,727
)

—

(87,008
)

—

(87,008
)
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

—

—

—

211,405

—

—

211,405

135,090

346,495

Non-controlling interests for sale of businesses

—

—

—

—

—

—

—

—

—

—

—

7,884

7,884

Equity reallocation between controlling and non-controlling interests

—

—

—

—

—

—

—

61,139

—

(2,846
)

58,293

(58,293
)

—

Equity impact of tax receivable agreement and deferred taxes arising from EOC units and Endeavor Manager units exchanges

—

—

—

—

—

—

—

775

—

—

775

—

775

Balance at June 30, 2022

$
48,630

285,731,884

$
2

183,897,784

$
1

235,001,875

$
2

$
1,962,051

$
—

$
(61,265
)
$
1,900,791

$
1,175,928

$
3,076,719


	Three Months Ended March 31, 2023

																								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			Accumulated			Comprehensive			to Endeavor Group			Non-controlling			Shareholders'
	Interests			Shares		Amount		Shares			Amount		Shares			Amount		Capital			Deficit			Loss			Holdings, Inc.			Interests			Equity
Balance at January 1, 2023	$	253,079			290,541,729	$	2		182,077,479		$	1		227,836,134		$	2	$	2,120,794		$	(216,219	)	$	(23,736	)	$	1,880,844		$	1,172,649		$	3,053,493
Comprehensive income		17,409			—		—		—			—		—			—		—			8,031			9,063			17,094			14,515			31,609
Equity-based compensation		(1,527	)		—		—		—			—		—			—		77,166			—			—			77,166			4,990			82,156
Issuance of Class A common stock due to exchanges		—			6,165,281		—		(6,165,281	)		—		(313,103	)		—		—			—			—			—			—			—
Issuance of Class A common stock due to releases of RSUs		—			2,645,345		—		—			—		—			—		—			—			—			—			—			—
Distributions		(6,567	)		—		—		—			—		—			—		—			—			—			—			(19,724	)		(19,724	)
Accretion of redeemable non- controlling interests		1,387			—		—		—			—		—			—		(1,387	)		—			—			(1,387	)		—			(1,387	)
Acquisition of non-controlling interests		(715	)		—		—		—			—		—			—		—			—			—			—			2,475			2,475
Non-controlling interests for sale of businesses		(8,827	)		—		—		—			—		—			—		—			—			—			—			—			—
Equity reallocation between controlling and non-controlling interests		—			—		—		—			—		—			—		57,339			—			(324	)		57,015			(57,015	)		—
Equity impact of tax receivable agreement for exchanges of EOC units and Endeavor Manager units, and deferred taxes arising from changes in ownership		—			—		—		—			—		—			—		(5,897	)		—			—			(5,897	)		—			(5,897	)
Balance at March 31, 2023	$	254,239			299,352,355	$	2		175,912,198		$	1		227,523,031		$	2	$	2,248,015		$	(208,188	)	$	(14,997	)	$	2,024,835		$	1,117,890		$	3,142,725

See accompanying notes to consolidated financial statements

Table of Contents

ENDEAVOR GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Six Months Ended June 30,

2023

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$
702,790

$
559,886

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

127,829

131,606

Amortization and write-off of original issue discount and deferred financing cost

9,263

10,202

Amortization of content costs

26,225

13,687

(Gain) loss on sale/disposal and impairment of assets

(1,119
)

2,333

Gain on business divestiture

(750,165
)

(478,641
)
Equity-based compensation expense

140,451

111,463

Change in fair value of contingent liabilities

(175
)

2,216

Change in fair value of equity investments with and without readily determinable fair value

(702
)

(13,542
)
Change in fair value of financial instruments

(35,172
)

13,634

Equity losses of affiliates

19,543

60,522

Net (benefit from) provision for allowance for doubtful accounts

(1,598
)

7,520

Net (gain) loss on foreign currency transactions

(12,333
)

17,762

Distributions from affiliates

2,716

3,586

Tax receivable agreement liability adjustment

(12,518
)

51,092

Income taxes

158,526

(31,182
)
Other, net

3,262

174

Changes in operating assets and liabilities - net of acquisitions and divestitures:

Increase in receivables

(65,442
)

(242,321
)
Increase in other current assets

(120,271
)

(107,451
)
Increase in other assets

(150,071
)

(81,938
)
(Increase)/decrease in deferred costs

(5,950
)

25,584

Decrease in deferred revenue

(367
)

(95,481
)
Increase in accounts payable and accrued liabilities

92,601

38,318

Decrease in tax receivable agreement liability

(12,559
)

—

Increase in other liabilities

78,549

214,017

Net cash provided by operating activities

193,313

213,046

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions, net of cash acquired

(42,693
)

(431,105
)
Purchases of property and equipment

(111,025
)

(55,796
)
Proceeds from business divestiture, net of cash sold

1,076,737

649,706

Proceeds from sale of assets

3,296

415

Investments in affiliates

(67,365
)

(41,214
)
Other, net

2,448

1,148

Net cash provided by investing activities

861,398

123,154

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from borrowings

49,913

10,037

Payments on borrowings

(77,973
)

(49,887
)
Payments under tax receivable agreement

(37,534
)

—

Distributions

(33,656
)

(25,953
)
Redemption payments related to pre-IPO units

(1,500
)

(7,067
)
Acquisition of non-controlling interests

(43,804
)

92,487

Payments of contingent and deferred consideration related to acquisitions

(18,953
)

(11,644
)
Other, net

(362
)

(777
)
Net cash (used in) provided by financing activities

(163,869
)

7,196

Change in cash, cash equivalents and restricted cash balances held for sale

4,062

28,743

Effect of exchange rate changes on cash, cash equivalents and restricted cash

3,503

(16,264
)
Increase in cash, cash equivalents and restricted cash

898,407

355,875

Cash, cash equivalents and restricted cash at beginning of year

1,045,993

1,793,036

Cash, cash equivalents and restricted cash at end of period

$
1,944,400

$
2,148,911


	Three Months Ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(303,471	)	$	36,255
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		156,349			66,751
Amortization and write-off of original issue discount and deferred financing cost		4,361			4,656
Amortization of content costs		12,127			4,026
Impairment charges		64,196			—
Net loss (gain) on sale/disposal and impairment of assets		14,477			(1,097	)
Gain on business divestiture		—			(6,183	)
Equity-based compensation expense		61,683			78,691
Change in fair value of contingent liabilities		111			(177	)
Change in fair value of equity investments with and without readily determinable fair value		(158	)		(681	)
Change in fair value of financial instruments		(16,510	)		(16,991	)
Equity losses of affiliates		2,263			6,546
Net provision for allowance for doubtful accounts		1,722			2,083
Net loss (gain) on foreign currency transactions		737			(5,248	)
Distributions from affiliates		2,099			1,369
Tax receivable agreement liability adjustment		2,444			(2,344	)
Income taxes		(118,144	)		26,462
Other, net		(498	)		226
Changes in operating assets and liabilities - net of acquisition and divestiture:
Increase in receivables		(153,932	)		(73,379	)
(Increase)/decrease in other current assets		(4,864	)		21,302
Increase in other assets		(99,281	)		(55,225	)
Increase in deferred costs		(36,563	)		(11,824	)
(Decrease)/increase in deferred revenue		(1,923	)		10,068
Increase in accounts payable and accrued liabilities		155,904			23,590
Decrease in tax receivable agreement liability		(93,637	)		(12,559	)
Increase in other liabilities		214,241			405
Net cash (used in) provided by operating activities		(136,267	)		96,722
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired		—			(12,237	)
Purchases of property and equipment		(62,801	)		(55,055	)
Proceeds from business divestiture, net of cash sold		—			9,275
Proceeds from sale of assets		11,013			1,218
Investments in affiliates		(21,601	)		(18,888	)
Other, net		1,142			1,567
Net cash used in investing activities		(72,247	)		(74,120	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on borrowings and finance leases		(25,313	)		(22,161	)
Payments under tax receivable agreement		(62,518	)		(37,534	)
Distributions		(14,550	)		(26,291	)
Dividends		(27,094	)		—
Redemption payments related to pre-IPO units		—			(1,500	)
Acquisition of non-controlling interests		(500	)		(500	)
Payments of contingent and deferred consideration related to acquisitions		(1,567	)		(1,971	)
Other, net		(2	)		95
Net cash used in financing activities		(131,544	)		(89,862	)
Change in cash, cash equivalents and restricted cash balances held for sale		—			4,062
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(3,904	)		3,468
Decrease in cash, cash equivalents and restricted cash		(343,962	)		(59,730	)
Cash, cash equivalents and restricted cash at beginning of year		1,444,982			1,045,993
Cash, cash equivalents and restricted cash at end of period	$	1,101,020		$	986,263

See accompanying notes to consolidated financial statements

Table of Contents

ENDEAVOR GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

DESCRIPTION OF BUSINESS AND ORGANIZATION

Endeavor Group Holdings, Inc. (the "Company" or "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") 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" or "EOC"). As the sole managing member of Endeavor Manager, LLC ("Endeavor 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 sports and entertainment company.

In September 2023, the Company completed the transactions involving the business combination of World Wrestling Entertainment, Inc. ("WWE"), which is a media and entertainment company, and TKO OpCo (the "TKO Transactions"). As part of the TKO Transactions, among other things, a new, publicly listed company, TKO Group Holdings, Inc. ("TKO"), was formed. Upon closing of the TKO Transactions, Endeavor holds a controlling interest in TKO, which became a consolidated subsidiary of the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for reporting interim financial information and should be read in conjunction with the Company’s consolidated financial statements and accompanying footnotes in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. Certain information and note disclosures normally included in the annual financial statements have been condensed or omitted from these interim financial statements. The interim consolidated financial statements as of ~~June 30, 2023~~March 31, 2024 and for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ are unaudited; however, in the opinion of management, such interim consolidated financial statements reflect all adjustments, consisting solely of normal and recurring adjustments, necessary for a fair statement of its financial position, results of operations and cash flows for the interim periods presented.Certain prior year amounts were reclassified to conform to the current year ~~presentation, including impacts for changes in the Company’s reportable segments~~ as ~~described in Note 15.~~presentation.

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 agreement ~~("TRA")~~ 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 March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. This ASU 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 allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets. The amendments in this update were effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2023 with no material effect on the Company’s financial position or results of operations.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors in ASC 310-40 and amends the guidance on "vintage disclosures" to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. For entities that have already adopted ASU 2016-13, which the Company has, the amendments in this update were effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2023 with no material effect on the Company’s financial position or results of operations.

In September 2022, the FASB issued ASU 2022-04, Liabilities–Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU enhances the transparency of supplier finance programs. The amendments in this update were effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2023 with no material effect on the Company’s financial position or results of operations.

In December 2022, the FASB issued ASU 2022-05, Transition for Sold Contracts. This ASU amends the transition guidance in ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts, to make targeted improvements to its guidance on long-duration contracts issued by an insurance entity. The amendments in this update were effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2023 with no material effect on the Company’s financial position or results of operations.

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. 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 was permitted upon issuance of this update through December 31, 2022. However, in December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848, in order to defer the sunset date of ASC 848 until December 31, 2024. The Company adopted this guidance on April 1, 2023 with no material effect on the Company’s financial position or results of operations.

~~Recently Issued Accounting Pronouncements~~

In June 2022, the ~~FASB~~Financial Accounting Standards Board ("FASB") issued ~~ASU~~an Accounting Standards Update ("ASU") 2022-03, Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of that security. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The ~~adoption will not have a~~Company adopted this guidance on January 1, 2024 with no material effect on the Company’s financial position or results of operations.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements. This ASU amends certain provisions in Topic 842, Leases, that apply to arrangements between related parties under common control. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The ~~adoption will not have a~~Company adopted this guidance on January 1, 2024 with no material effect on the Company’s financial position or results of operations.

Table of Contents

In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force). This ASU allows a reporting entity to elect to account for its tax equity investments by using the proportional amortization method regardless of the program from which it receives income tax credits, provided certain conditions are met. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company adopted this guidance on January 1, 2024 with no material effect on the Company’s financial position or results of operations.

Recently Issued Accounting Pronouncements

In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The amendments in this update are effective to all joint venture formations with a formation date on or after January 1, 2025. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The effective dates of this ASU depend on the specific codification subtopic and the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The update should be applied retrospectively to all prior periods presented in the financial statements. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. This ASU requires that crypto assets be measured at fair value in the statement of financial position each reporting period with changes from remeasurement recognized in net income. The amendments also require that an entity provide enhanced disclosures for both annual and interim reporting periods. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The adoption will not have a material effect on the Company’s financial position or results of operations.

In ~~July~~December 2023, the FASB issued ASU ~~2023-03, Presentation~~2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that an entity annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of ~~Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and~~those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718). This ASU ~~amends or supersedes various SEC paragraphs within~~illustrates how to apply the ~~FASB~~scope guidance to determine whether a profits interest award should be accounted for as a share-based payment arrange under Accounting Standards Codification (“ASC”) 718 or another accounting standard. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02 Codification Improvements – Amendments to ~~conform~~Remove References to ~~past SEC announcements~~the Concepts Statements. This ASU amends the ASC by removing references to various FASB Concepts Statements to simplify the ASC and draw a distinction between authoritative and non-authoritative literature. The amendments in this update apply to all reporting entities within the scope of the affected accounting guidance ~~issued by the SEC.~~and are effective for public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

~~ACQUISITIONS AND DIVESTITURES~~ACQUISITION

2023 ~~ACQUISITIONS~~ACQUISITION

~~During the six months ended June 30,~~In March 2023, the Company completed ~~six acquisitions~~an acquisition for a total purchase price of $~~63.7~~16.8 million ~~which included cash of $51.4~~ ~~million,~~including contingent consideration with a fair value of $~~4.9~~ ~~million, deferred purchase price of $6.6~~ ~~million, and issuance of Class A common stock valued at $~~0.8 million. The Company recorded $~~28.9~~13.6 million of goodwill and $~~41.1~~7.5 million of intangible assets, of which the weighted average useful life ranges from ~~5.0~~4 to ~~10.8~~8 years. The goodwill was assigned to the ~~Events, Experiences & Rights,~~ Representation ~~and Sports Data & Technology segments~~segment and is ~~partially~~ deductible for tax purposes.

~~2023 DIVESTITURE~~

In the second quarter of 2023, the Company closed the sale of its IMG Academy business ("Academy"), which was an academic and sports training institute and provided recruiting and admissions services to high school student athletes and college athletic departments and admissions officers. The Company received cash proceeds of $~~1.1~~ ~~billion and divested $38.6~~ ~~million of cash and restricted cash. The Company recorded a net gain of $737.0~~ ~~million, inclusive of $5.5~~ million of transaction costs, which were contingent on the sale closing, in other income (expense), net during the three and six months ended June 30, 2023. The business was included in the Company's Events, Experiences & Rights segment.

~~2022 ACQUISITIONS~~

~~Diamond Baseball Holdings and Madrid Open~~

In January 2022, the Company acquired four additional Professional Development League clubs (the "PDL Clubs"), which were being operated under the Diamond Baseball Holdings ("DBH") umbrella. DBH supported the PDL Clubs' commercial activities, content strategy and media rights. The combined aggregate purchase price for these four additional PDL was $~~64.2~~ ~~million. In September 2022, the Company sold its PDL Clubs that operated under the DBH umbrella.~~

In April 2022, the Company acquired the Mutua Madrid Open tennis tournament and additional assets ("Madrid Open"), including the Acciona Open de España golf tournament, from Super Slam Ltd and its affiliates. The Company 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, of which half was paid in the quarter ended June 30, 2023, and $0.6~~ ~~million of contingent consideration is payable within three years of closing.~~

~~The Company incurred $7.5~~ million in transaction related costs in connection with these acquisitions. The costs were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations. The goodwill for the PDL Clubs was assigned to the Owned Sports Properties segment and the goodwill for the Madrid Open acquisition was assigned to the Events, Experiences & Rights segment. The goodwill is deductible for tax purposes. The weighted average life of finite-lived intangible assets acquired for these four PDL Clubs was ~~18.7~~ ~~years and the intangibles acquired for Madrid Open are indefinite-lived.~~

~~Allocation of Purchase Price~~

~~The acquisitions were accounted for as business combinations and the fair values of the assets acquired and liabilities assumed in the business combinations are as follows (in thousands):~~

DBH

Madrid Open

Cash and cash equivalents

$
—

$
18,659

Accounts receivable

89

2,123

Deferred costs

—

1,124

Other current assets

491

470

Property and equipment

4,403

162

Right of use assets

7,270

—

Other assets

103

381

Intangible assets:

Customer relationships

1,960

—

Owned Events

—

407,070

Other

35,410

—

Goodwill

25,585

14,419

Accounts payable and accrued expenses

(93
)

(1,609
)
Other current liabilities

(56
)

—

Operating lease liability

(9,470
)

—

Deferred revenue

(1,455
)

(20,780
)
Other liabilities

—

(3,508
)
Net assets acquired

$
64,237

$
418,511

~~Other 2022 Acquisition~~

~~In May 2022, the Company completed another acquisition for a total purchase price of $15.6~~ ~~million in return for a~~ ~~73.5% controlling interest. The Company paid $4.6~~ ~~million in cash and issued~~ ~~396,917~~ ~~shares of EGH Class A common stock valued at $11.0~~ ~~million. The Company recorded $10.8~~ ~~million of goodwill and $3.4~~ ~~million of intangible assets, of which the weighted average useful life ranges from~~ 5 to 7 ~~years. The goodwill was assigned to the Events, Experiences & Rights segment and is not deductible for tax purposes.~~

~~2022 DIVESTITURE~~

In February 2021, the Company signed a new franchise agreement and side letter (the "Franchise Agreements") directly with the Writer’s Guild of America East and the Writer’s Guild of America West (collectively, the "WGA"). These Franchise Agreements included terms that, among other things, 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. The sale of 80% of the restricted Endeavor Content business closed in January 2022. The Company received cash proceeds of $~~666.3~~ ~~million and divested $16.6~~ ~~million of cash and restricted cash on the date of sale. The retained 20% interest of the restricted Endeavor Content business is accounted for as an equity method investment and was valued at $196.3~~ million at the date of sale. The fair value of the retained 20% interest of the restricted Endeavor Content business was determined using the market approach. The key input assumption was the transaction price paid for the Company's 80% interest in the restricted Endeavor Content business. The Company recorded a net gain of $~~463.6~~ ~~million, inclusive of a $121.1~~ ~~million gain related to the remeasurement of the retained interest in the restricted Endeavor Content business to fair value and $15.0~~ million of transaction costs, in other income, net during the six months ended June 30, 2022. The restricted Endeavor Content business was included in the Company’s Representation segment prior to the sale.

Table of Contents

5. SUPPLEMENTARY DATA

Accrued Liabilities

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


	June 30,		December 31,		March 31,		December 31,
	2023		2022		2024		2023
Accrued operating expenses	$	245,080	$	254,737	$	371,021	$	333,231
Legal settlement (Note 16)						200,000		—
Payroll, bonuses and benefits		159,146		176,315		159,558		269,340
Other		97,742		94,187		105,417		108,154
Total accrued liabilities	$	501,968	$	525,239	$	835,996	$	710,725

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

End of

of Year

Expenses, Net

Deductions

Exchange

Divestitures

Period

Six Months Ended June 30, 2023

$
54,766

$
12,328

$
(7,127
)

$
426

$
(6,799
)

$
53,594


	Balance at		Additions/Charged								Balance at
	Beginning		to Costs and					Foreign			End of
	of Year		Expenses, Net		Deductions			Exchange			Period
Three Months Ended March 31, 2024	$	66,650	$	4,109	$	(2,387	)	$	(923	)	$	67,449

Supplemental Cash Flow

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


	Six Months Ended June 30,					Three Months Ended March 31,
	2023			2022		2024		2023
Supplemental information:
Cash paid for interest	$	168,671		$	98,314	$	94,800	$	82,834
Cash payments for income taxes		35,443			19,729		5,099		14,708

Non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued liabilities	$	25,286		$	6,617	$	52,962	$	22,922
Non-cash contributions from non-controlling interests							1,493		—
Contingent consideration provided in connection with acquisitions		4,863			627		—		844
Establishment and acquisition of non-controlling interests		6,331			414,985
Right-of-use assets obtained in exchange for operating lease obligations							133,311		—
Accretion of redeemable non-controlling interests		(6,465	)		87,008		—		1,387
Investment in affiliates retained from a business divestiture		—			196,345
Deferred consideration in connection with acquisitions		6,567			31,770
Issuance of Class A common stock due to an acquisition		781			11,014
Items arising from EOC units and Endeavor Manager units exchanges:
Items arising from exchanges of EOC units and Endeavor Manager units, and changes in ownership:
Establishment of liabilities under tax receivable agreement		44,339			4,391		5,510		38,544
Deferred tax asset		38,220			5,166		199		32,647

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

Sports Data & Technology

Total

Balance — December 31, 2022

$
2,674,038

$
2,112,403

$
498,256

$
—

$
5,284,697

Acquisitions

—

5,234

16,617

7,024

28,875

Reclassification

—

(607,427
)

—

607,427

—

Foreign currency translation and other

—

3,060

(173
)

9,471

12,358

Divestiture

—

(235,376
)

—

—

(235,376
)

Balance — June 30, 2023

$
2,674,038

$
1,277,894

$
514,700

$
623,922

$
5,090,554

~~The reclassification of goodwill during~~


	Owned Sports Properties			Events, Experiences & Rights			Representation			Sports Data & Technology			Total
Balance — December 31, 2023	$	7,737,884		$	1,261,893		$	517,366		$	634,696		$	10,151,839
Impairment		—			—			—			(64,196	)		(64,196	)
Foreign currency translation and other		(337	)		(50	)		(126	)		(6,078	)		(6,591	)
Balance — March 31, 2024	$	7,737,547		$	1,261,843		$	517,240		$	564,422		$	10,081,052

During the ~~six~~three months ended ~~June 30, 2023 reflects~~March 31, 2024, the ~~relative fair value allocation~~Company performed an interim impairment review of certain reporting units due to triggering events. As a result of the interim impairment test, the Company recorded total non-cash impairment charges of $64.2 million for goodwill ~~related~~driven by lower streaming and data rights projections, all of which were recorded to the ~~businesses that were reclassified into the new segment,~~Company’s Sports Data & Technology ~~as described in Note 15.~~segment.

Table of Contents

Intangible Assets

The following table summarizes information relating to the Company’s identifiable intangible assets as of ~~June 30, 2023~~March 31, 2024 (in thousands):

Weighted Average
Estimated Useful Life
(in years)

Gross
Amount

Accumulated
Amortization

Carrying
Value

Amortized:

Trade names

17.2

$
1,035,606

$
(370,899
)

$
664,707

Customer and client relationships

7.0

1,476,901

(1,098,266
)

378,635

Internally developed technology

7.1

277,184

(86,235
)

190,949

Other

4.3

49,584

(44,657
)

4,927

$
2,839,275

$
(1,600,057
)

$
1,239,218

Indefinite-lived:

Trade names

433,966

—

433,966

Owned events

480,044

—

480,044

Other

14,518

—

14,518

Total intangible assets

$
3,767,803

$
(1,600,057
)

$
2,167,746


	Weighted Average Estimated Useful Life (in years)		Gross Amount		Accumulated Amortization			Carrying Value
Amortized:
Trade names		22.5	$	3,213,338	$	(463,530	)	$	2,749,808
Customer and client relationships		8.5		2,382,511		(1,229,069	)		1,153,442
Internally developed technology		6.2		324,462		(118,361	)		206,101
Other		4.0		149,430		(61,143	)		88,287
			$	6,069,741	$	(1,872,103	)	$	4,197,638
Indefinite-lived:
Trade names				409,140		—			409,140
Owned events				478,607		—			478,607
Other				14,458		—			14,458
Total intangible assets			$	6,971,946	$	(1,872,103	)	$	5,099,843

The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, ~~2022~~2023 (in thousands):

Weighted Average
Estimated Useful Life
(in years)

Gross
Amount

Accumulated
Amortization

Carrying
Value

Amortized:

Trade names

17.1

$
1,048,530

$
(343,895
)

$
704,635

Customer and client relationships

6.9

1,464,584

(1,073,017
)

391,567

Internally developed technology

6.5

276,094

(92,573
)

183,521

Other

4.2

45,255

(44,654
)

601

$
2,834,463

$
(1,554,139
)

$
1,280,324

Indefinite-lived:

Trade names

447,559

—

447,559

Owned events

463,481

—

463,481

Other

14,219

—

14,219

Total intangible assets

$
3,759,722

$
(1,554,139
)

$
2,205,583


	Weighted Average Estimated Useful Life (in years)		Gross Amount		Accumulated Amortization			Carrying Value
Amortized:
Trade names		22.5	$	3,214,377	$	(427,385	)	$	2,786,992
Customer and client relationships		8.6		2,385,202		(1,176,709	)		1,208,493
Internally developed technology		6.3		321,240		(107,371	)		213,869
Other		4.0		149,510		(54,129	)		95,381
			$	6,070,329	$	(1,765,594	)	$	4,304,735
Indefinite-lived:
Trade names				410,113		—			410,113
Owned events				482,917		—			482,917
Other				14,600		—			14,600
Total intangible assets			$	6,977,959	$	(1,765,594	)	$	5,212,365

Intangible asset amortization expense was $~~38.9~~108.9 million and $~~41.4~~41.2 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and $80.1~~ ~~million and $84.3~~ ~~million for the six months ended June 30, 2023 and 2022, respectively~~.respectively.

7. INVESTMENTS

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


	June 30,		December 31,		March 31,		December 31,
	2023		2022		2024		2023
Equity method investments	$	189,952	$	209,523	$	211,253	$	199,987
Equity investments without readily determinable fair values		153,906		127,297		192,539		197,659
Equity investments with readily determinable fair values		155		153		418		325
Total investments	$	344,013	$	336,973	$	404,210	$	397,971

Equity Method Investments

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company held various investments in non-marketable equity instruments of private companies. As of ~~June 30, 2023,~~March 31, 2024, the Company’s equity method investments are primarily comprised of the ~~restricted Endeavor Content business (now operating under the name~~ Fifth ~~Season),~~Season and Sports News Television Limited. The Company’s ownership of its equity method investments ~~range~~ranges from 65% to 50% as of ~~June 30, 2023.~~March 31, 2024.

~~In January 2022, in connection with~~As of March 31, 2024, 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.~~Fifth Season was approximately 15%. The Company’s share of the net loss of ~~Endeavor Content~~Fifth Season for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ was $~~6.6~~ ~~million, $15.1~~ ~~million, $2.2~~3.7 million and $~~5.1~~8.5 million, respectively, and iswas recognized within equity losses of affiliates in the consolidated statements of operations.

AsTable of ~~June 30, 2023, the Company’s ownership in Learfield IMG College was approximately~~ Contents42~~%. The Company’s share of the net loss of Learfield IMG College for the three and six months ended June 30, 2023 was~~ ~~none, and for three and six months ended June 30, 2022 was $39.3~~ ~~million and $60.9~~ million, respectively, and is recognized within equity losses of affiliates in the consolidated statements of operations. The Company is no longer recognizing its share of their net losses given that the investment carrying value is ~~zero~~.

~~During the three and six months ended June 30, 2023, the Company recorded an other-than-temporary impairment of $9.2~~ ~~million for one of its equity method investments.~~

Equity Investments without Readily Determinable Fair Values

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company held various investments in non-marketable equity instruments of private companies.

~~The~~For the three months ended March 31, 2024 and 2023, the Company performed its assessment on its investments without readily determinable fair values and recorded an increase ~~in fair value~~ of~~none~~ ~~and~~ $~~12.1~~0.1 million ~~for the three months ended June 30, 2023 and 2022, respectively,~~ and $0.7 million, ~~and $14.0~~ ~~million for the six months ended June 30, 2023 and 2022,~~ respectively, in other (expense) income, ~~(expense),~~ net in the consolidated statements of operations. The increases were due to observable price changes. For the three months ended ~~June 30, 2023,~~March 31, 2024, the Company sold noone ~~material investments were sold~~investment for net consideration of $11.0 million and ~~for~~recorded related gains of $1.0 million. For the ~~six~~three months ended ~~June 30,~~March 31, 2023, the Company sold two investments for net consideration of $2.3 million and recorded related gains of $1.1 million. ~~For the three and six months ended June 30, 2022,~~ no ~~material investments were sold.~~

8. FINANCIAL INSTRUMENTS

The Company enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, ~~although~~even though 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.

As of ~~June 30, 2023,~~March 31, 2024, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 12 months from ~~June 30, 2023)~~March 31, 2024) (in thousands except for exchange rates):

Foreign Currency

Foreign
Currency
Amount

US Dollar
Amount

Weighted Average
Exchange Rate Per
$1 USD

British Pound Sterling

£
71,364

in exchange for

$
87,741

£ 0.81
Euro

€
12,784

in exchange for

$
13,902

€ 0.92
Singapore Dollar

S$ 7,200

in exchange for

$
5,508

S$ 1.31


~~For forward foreign exchange contracts designated as cash flow hedges, the Company recognized a net gain of $0.3~~ ~~million in accumulated other comprehensive income (loss) for the six months ended June 30, 2022. The Company did~~ no~~t recognize any net gains in accumulated other comprehensive income (loss) for the six months ended June 30, 2023 and the three months ended June 30, 2023 and 2022, The Company reclassified $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 no~~t reclassify any gains or losses into net income for the three months ended June 30, 2022 and for the three and six months ended June 30, 2023.~~Foreign Currency	Foreign Currency Amount		US Dollar Amount	Weighted Average Exchange Rate Per $1 USD

British Pound Sterling	£ 57,424	in exchange for	$72,659	£ 0.79
Euro	€7,616	in exchange for	$8,340	€0.91
Singapore Dollar	S$ 6,400	in exchange for	$4,814	S$ 1.33
Canadian Dollar	C$ 3,150	in exchange for	$2,340	C$ 1.35
United Arab Emirates Dirham	د.إ 8,200	in exchange for	$2,234	د.إ 3.67

For forward foreign exchange contracts not designated as cash flow hedges, the Company recorded a net (loss) gain of $(0.5) million and $3.2 ~~million and net loss of $1.8~~ million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and a net gain of $6.4~~ ~~million and net loss of $3.1~~ ~~million for the six months ended June 30, 2023 and 2022,~~ respectively, in other (expense) income, ~~(expense),~~ 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 $(less than $~~0.7~~0.1) million and $($~~1.6~~0.9) million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and $0.2~~ ~~million and $(1.1) million for the six months ended June 30, 2023 and 2022,~~ respectively, in other (expense) income, ~~(expense),~~ 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 as cash flow hedges. In June 2023, the Company executed amendments to transition the interest rate swaps on its 2014 Credit Facilities from LIBOR to Term Secured Overnight Financing Rate ("SOFR") with a new average fixed coupon of approximately ~~2.05% for $1.5~~ ~~billion of interest rate swaps and approximately~~ ~~3.10% for $750~~ ~~million of interest rate swaps.~~ For the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ the Company recorded gains (losses) of $~~19.1~~6.1 million and $$(~~14.5~~1.0) million in accumulated other comprehensive income (loss) and reclassified gains ~~(losses)~~ of $~~14.6~~ ~~million and $(5.0) million into net income, respectively. For the six months ended June 30, 2023 and 2022, the Company recorded gains of $18.0~~16.8 million and $~~62.2~~11.8 ~~million in accumulated other comprehensive income (loss) and reclassified gains (losses) of $26.4~~ ~~million and $(12.4~~) million into net ~~income.~~(loss) income, respectively.

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.

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.

Table of Contents

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								Fair Value Measurements as of
	June 30, 2023								March 31, 2024
	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Assets:
Investments in equity securities with readily determinable fair values	$	155	$	—	$	—	$	155	$	418	$	—	$	—	$	418
Forward foreign exchange contracts										—		2,303		—		2,303
Interest rate swaps		—		65,953		—		65,953		—		19,786		—		19,786
Forward foreign exchange contracts		—		4,078		—		4,078
Total	$	155	$	70,031	$	—	$	70,186	$	418	$	22,089	$	—	$	22,507
Liabilities:
Contingent consideration	$	—	$	—	$	6,212	$	6,212	$	—	$	—	$	6,609	$	6,609
Forward foreign exchange contracts		—		5,972		—		5,972		—		4,685		—		4,685
Total	$	—	$	5,972	$	6,212	$	12,184	$	—	$	4,685	$	6,609	$	11,294


	Fair Value Measurements as of								Fair Value Measurements as of
	December 31, 2022								December 31, 2023
	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Assets:
Investments in equity securities with readily determinable fair values	$	153	$	—	$	—	$	153	$	325	$	—	$	—	$	325
Forward foreign exchange contracts									$	—	$	1,406	$	—	$	1,406
Interest rate swaps		—		75,865		—		75,865		—		32,683		—		32,683
Total	$	153	$	75,865	$	—	$	76,018	$	325	$	34,089	$	—	$	34,414
Liabilities:
Contingent consideration	$	—	$	—	$	4,524	$	4,524	$	—	$	—	$	8,103	$	8,103
Forward foreign exchange contracts		—		11,107		—		11,107		—		3,372		—		3,372
Total	$	—	$	11,107	$	4,524	$	15,631	$	—	$	3,372	$	8,103	$	11,475

There have been no transfers of assets or liabilities between the fair value measurement classifications during the three ~~and six~~ months ended ~~June 30, 2023.~~March 31, 2024.

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.

Forward Foreign ~~Currency Derivatives~~Exchange Contracts

The Company classifies its forward foreign currency ~~derivatives~~exchange contracts within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (Note 8). As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company had $~~4.1~~1.1 million and $~~none~~1.3 million in other current assets, $~~3.4~~1.2 million and $~~6.0~~0.1 million in other assets, $3.3 million and $2.2 million in other current liabilities, and $~~2.6~~1.4 million and $~~5.1~~1.2 million in other long-term liabilities, respectively, recorded in the consolidated balance sheets related to the Company’s forward foreign ~~currency derivatives.~~exchange contracts.

Table of Contents

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 8). AsThe fair value of ~~June 30, 2023 and December 31, 2022,~~ the ~~Company had~~swaps was $~~66.0~~19.8 million and $~~75.9~~32.7 million as of March 31, 2024 and December 31, 2023, respectively, and was included in other assets ~~respectively, recorded~~ in the consolidated balance ~~sheets related to the Company’s interest rate swaps.~~sheets.

10. DEBT

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


	June 30,			December 31,			March 31,			December 31,
	2023			2022			2024			2023
2014 Credit Facilities:
First Lien Term Loan (due May 2025)	$	2,290,850		$	2,305,916		$	2,236,251		$	2,243,784
Zuffa Credit Facilities:
Zuffa First Lien Term Loan (due April 2026)		2,744,267			2,759,767			2,721,016			2,728,766
Other debt (3.25%-14.50% Notes due at various dates through 2033)		116,712			153,490			81,653			88,614
Total principal		5,151,829			5,219,173			5,038,920			5,061,164
Unamortized discount		(14,234	)		(17,523	)		(9,793	)		(11,192	)
Unamortized issuance costs		(27,190	)		(33,104	)		(18,974	)		(21,661	)
Total debt		5,110,405			5,168,546			5,010,153			5,028,311
Less: current portion		(98,981	)		(88,309	)		(54,753	)		(58,894	)
Total long-term debt	$	5,011,424		$	5,080,237		$	4,955,400		$	4,969,417

2014 Credit Facilities

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company had $~~2.3~~2.2 billion and $2.2 billion, respectively, 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").~~In April 2023, the Company executed an amendment to the Revolving Credit Facility to extend the maturity by six months to~~ ~~November 18, 2024~~ and replaced the adjusted LIBOR reference rate with an adjusted Term Secured Overnight Financing Rate ("SOFR"). In June 2023, the Company executed an amendment of the First Lien Term Loan to replace the adjusted LIBOR reference rate with SOFR plus a credit spread adjustment (as defined in the credit agreement). In addition, in July 2023, the Company repaid $~~32.0~~ ~~million of the First Lien Term Loan.~~

The financial debt covenant of the 2014 Credit Facilities did not apply as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 as the Company had no borrowings outstanding under the Revolving Credit Facility.

The Company had outstanding letters of credit under the 2014 Credit Facilities totaling $~~19.5~~28.9 million and $~~19.4~~28.9 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively.

Zuffa Credit Facilities

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company has $2.7 billion and $~~2.8~~2.7 billion, respectively, outstanding under a credit agreement that was entered into in connection with the 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 and 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.~~ Zuffa, including WWE.~~In April 2023, the Company executed an amendment on the Zuffa Revolving Credit Facility to extend the maturity by six months to~~ ~~October 29, 2024~~ and the adjusted LIBOR reference rate with SOFR. In June 2023, the Company executed an amendment of the Zuffa First Lien Term Loan to replace the adjusted LIBOR reference rate with SOFR plus a credit spread adjustment (as defined in the Zuffa credit agreement).

The financial debt ~~covenants~~covenant of the Zuffa Credit Facilities did not apply as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 as ~~Zuffa~~TKO had no borrowings outstanding under the Zuffa Revolving Credit Facility.

~~Under the Zuffa Credit Facilities, Zuffa~~TKO had $~~10.0~~ ~~million and~~ no outstanding letters of credit under the Zuffa Credit Facilities as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022, respectively.~~2023.

Other Debt

On Location Revolver

The financial debt covenant of the On Location ("OL") revolving credit agreement contains a financial covenant that requires 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 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~~ ~~forty~~ ~~percent of the total Revolving Commitments as measured on a quarterly basis, as defined in the credit agreement. The financial debt covenant of the OL Revolving Credit Facility~~facility did not apply as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 as ~~OL's~~OL had no borrowings ~~were less than forty percent.~~outstanding under the OL revolving credit agreement.

OL had $~~16.9~~ ~~million and~~ no ~~amounts outstanding under the revolving credit facility as of June 30, 2023 and December 31, 2022, respectively.~~ No letters of credit ~~were~~ outstanding under the revolving credit agreement as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022. In June 2023, the Company executed an amendment of the OL Revolving Credit Facility to replace LIBOR with SOFR.~~

~~In July 2023, the Company repaid $16.9~~ ~~million for borrowings outstanding under the OL revolving credit agreement as well as paid $18.0~~ ~~million outstanding under other debt arrangements.~~

~~Receivables Purchase Agreement~~

~~As of June 30, 2023 and December 31, 2022, the debt outstanding under these arrangements was $11.9~~ ~~million and $28.2~~ ~~million, respectively.~~2023.

Zuffa Secured Commercial Loans

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~ 2023, Zuffa was in compliance with its financial debt covenant under the Zuffa Secured Commercial Loans.

Table of Contents

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 ~~June 30, 2023,~~March 31, 2024, EGH primarily held long-term deferred tax benefits of $~~794.7~~ ~~million, income taxes payable of $116.3~~488.7 million and a ~~TRA~~tax receivable agreement ("TRA") liability of $~~993.4~~839.2 million, of which $~~154.9~~120.6 million was classified as current and $~~838.5~~718.6 million was classified as long-term. As of December 31, ~~2022,~~2023, EGH primarily held cash of $40.5 million, long-term deferred ~~income taxes~~tax benefits of $~~756.4~~486.2 million, ~~as well as~~income taxes payable of $22.0 million, and a TRA liability of $~~1,011.7~~990.5 million, of which $~~50.1~~156.2 million was classified as current and $~~961.6~~834.3 million was classified as long-term. Otherwise, EGH has no material separate cash flows or 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 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 as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022, respectively.~~2023.

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, 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 billion and $5.0 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.

11. REDEEMABLE NON-CONTROLLING INTERESTS

Barrett-Jackson

In connection with the acquisition of Barrett-Jackson Holdings, LLC ("Barrett-Jackson") in August 2022, the terms of the agreement provide the sellers a put option to sell their remaining ownership to IMG Auction Company, LLC, a subsidiary of the Company. The first election is between April and July 2029 for 29.9% of the total issued and outstanding units of Barrett-Jackson at that time and the second election is between April and July 2031 for any remaining ownership at that time. The purchase price of the put right is equal to ~~Barrett- Jackson's~~Barrett-Jackson's EBITDA, as defined, multiplied by 13. This redeemable non-controlling interest was recognized at the acquisition date at fair value of $210.1 million. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the estimated redemption value was below the carrying value of $~~220.6~~216.9 million and $~~207.9~~203.9 million, respectively.

Zuffa

In July 2018, the Company received a contribution of $9.7 million from third parties (the "Russia Co-Investors") in a newly formed subsidiary of the Company (the "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 ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the estimated redemption value was $~~9.9~~11.2 ~~million and $9.7~~ ~~million, respectively.~~million.

Frieze

In connection with the acquisition of Frieze in 2016, the terms of the agreement provided the sellers with a put option to sell their remaining 30% interest after fiscal year 2020. The Company also had 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 was equal to Frieze’s prior year’s EBITDA multiplied by 7.5. In May 2023, the Company exercised its call option to purchase the remaining 30% interest for $16.5 million.

12. EARNINGS PER SHARE

~~Earnings~~Basic earnings per share is calculated utilizing net income available to common stockholders of the Company divided by the weighted average number of shares of Class A Common Stock outstanding during the same period. Diluted EPS is calculated by dividing the net income available for common stockholders by the diluted weighted average shares outstanding for that period.

The computation of basic and diluted earnings per share and weighted average shares of the Company’s common stock outstanding for the periods isare presented below (in thousands, except share and per share data):

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

Basic earnings per share

Numerator

Consolidated net income

$
666,535

$
42,220

$
702,790

$
559,886

Net income attributable to NCI (Endeavor Operating Company)

226,096

14,289

252,655

185,232

Net income attributable to NCI (Endeavor Manager)

37,265

2,125

38,930

29,302

Net income attributable to the Company

403,174

25,806

411,205

345,352

Adjustment to net income attributable to the Company

—

—

(5,608
)

3,090

Net income attributable to EGH common shareholders

$
403,174

$
25,806

$
405,597

$
348,442

Denominator

Weighted average Class A Common Shares outstanding - Basic

301,011,276

281,623,228

296,499,094

275,092,484

Basic earnings per share

$
1.34

$
0.09

$
1.37

$
1.27


	Three Months Ended March 31,
	2024			2023

Basic (loss) earnings per share
Numerator
Consolidated net (loss) income	$	(303,471	)	$	36,255
Net (loss) income attributable to NCI (Endeavor Operating Company)		(154,784	)		26,559
Net (loss) income attributable to NCI (Endeavor Manager)		(11,347	)		1,665
Net (loss) income attributable to EGH common shareholders	$	(137,340	)	$	8,031
Denominator
Weighted average Class A Common Shares outstanding - Basic		300,460,640			291,936,777
Basic (loss) earnings per share	$	(0.46	)	$	0.03

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

Diluted earnings per share

Numerator

Consolidated net income

$
666,535

$
42,220

$
702,790

$
559,886

Net income attributable to NCI (Endeavor Operating Company)

227,668

1,302

253,269

6,709

Net income attributable to NCI (Endeavor Manager)

37,265

—

40,498

—

Net income attributable to the Company

401,602

40,918

409,023

553,177

Adjustment to net income attributable to the Company

—

—

(5,608
)

—

Net income attributable to EGH common shareholders

$
401,602

$
40,918

$
403,415

$
553,177

Denominator

Weighted average Class A Common Shares outstanding - Basic

301,011,276

281,623,228

296,499,094

275,092,484

Additional shares assuming exchange of all EOC Profits Units

1,031,047

681,521

872,989

2,450,488

Additional shares from RSUs, Stock Options and Phantom Units, as calculated using the treasury stock method

2,244,297

1,395,693

2,438,915

2,129,737

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

—

166,033,523

—

166,746,315

Additional shares assuming redemption of redeemable non-controlling interests

6,759,515

—

—

—

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

311,046,135

449,733,965

299,810,998

446,419,024

Diluted earnings per share

$
1.29

$
0.09

$
1.35

$
1.24

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

Securities that are anti-dilutive for the period

Stock Options

4,119,175

4,177,407

4,119,175

2,512,767

Unvested RSUs

2,830,955

4,065,048

2,830,955

1,283,010

Manager LLC Units

22,313,733

—

22,313,733

—

EOC Common Units

135,005,310

—

135,005,310

—

EOC Profits Interest & Phantom Units

—

12,587,251

—

—

Redeemable Non-Controlling Interests

—

—

6,903,763

—

Table of Contents


	Three Months Ended March 31,
	2024			2023

Diluted (loss) earnings per share
Numerator
Consolidated net (loss) income	$	(303,471	)	$	36,255
Net (loss) income attributable to NCI (Endeavor Operating Company)		(154,784	)		26,644
Net (loss) income attributable to NCI (Endeavor Manager)		(11,347	)		1,665
Net (loss) income attributable to EGH common shareholders	$	(137,340	)	$	7,946

Denominator
Weighted average Class A Common Shares outstanding - Basic		300,460,640			291,936,777
Additional shares assuming exchange of all EOC Profits Units		—			714,931
Additional shares from RSUs, Stock Options and Phantom Units, as calculated using the treasury stock method		—			2,633,533
Weighted average number of shares used in computing diluted (loss) earnings per share		300,460,640			295,285,241
Diluted (loss) earnings per share	$	(0.46	)	$	0.03


	Three Months Ended March 31,
	2024		2023
Securities that are anti-dilutive for the period
Stock Options		4,073,339		4,150,684
Unvested RSUs		10,188,671		3,264,592
Manager LLC Units		22,001,156		22,977,488
EOC Common Units		128,698,678		135,819,453
EOC Profits Interest & Phantom Units		15,520,303		12,488,885
Redeemable Non-Controlling Interests		5,361,322		7,608,312

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 addition, TKO, which is a consolidated subsidiary of EGH, is subject to corporate income tax.

In accordance with ~~ASC~~Accounting Standards Codification 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"). The Company ~~would record~~records 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 six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ based upon the AETR. The three months ended March 31, 2024 also includes a discrete item for the Zuffa legal settlement (Note 16).

The (benefit from) provision for income taxes for the three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ is $$(~~140.4~~111.8) million and $~~2.7~~35.5 million, respectively, based on pretax (loss) income of $$(~~820.0~~413.0) million and $~~84.8~~78.3 million, respectively. The effective tax rate is ~~17.1~~27.1% and ~~3.2~~45.3% for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. The ~~provision for (benefit from) income taxes for the six months ended June 30, 2023 and 2022 is $175.9~~ ~~million and $(14.5) million, respectively, based on pretax income of $898.2~~ ~~million and $605.9~~ ~~million, respectively. The effective~~ tax ~~rate is~~ ~~19.6% and (2.4)% for the six months ended June 30, 2023 and 2022, respectively. The provision for income taxes~~benefit for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 differs from the tax expense in the same ~~periods~~period in ~~2022~~2023 primarily due to the ~~tax effects~~Zuffa legal settlement of ~~increased earnings~~$335.0 million that resulted in ~~2023, largely driven by the gain on sale of the Academy, and an increase~~a $69.1 million discrete benefit recognized in the ~~tax rate at EGH, which had a valuation allowance in 2022, partially offset by $22.8~~ ~~million resulting from a valuation allowance release on certain foreign tax credits. During the six~~three months ended ~~June 30, 2022, the Company released a $53.7~~ ~~million valuation allowance on certain deferred tax assets while retaining a valuation allowance on a majority of other deferred tax assets.~~March 31, 2024. Any tax balances reflected on the ~~June 30, 2023~~March 31, 2024 balance sheet ~~would~~will be adjusted accordingly to reflect the actual financial results for the year ending December 31, ~~2023.~~2024.

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

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company had unrecognized tax benefits of $~~44.7~~57.8 million and $~~42.4~~56.7 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. ~~For the six months ended June 30, 2023, a valuation allowance was released due to expected partial realizability of foreign tax credits related to the sale of the Academy business.~~

Table of Contents

Other Matters

On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 ("IRA"). The IRA, in addition to other provisions, creates a 15% corporate alternative minimum tax ("CAMT") on adjusted financial statement income for applicable corporations. The CAMT is effective for tax years beginning after December 31, 2022. ~~The IRA did~~For the three months ended March 31, 2024 and the year ended December 31, 2023, the Company is not ~~have a material impact~~subject to CAMT and will continue to assess the potential tax effects of the CAMT on ~~our~~the Company's consolidated financial statements.

In December 2022, the Organization for Economic Co-operation and Development ("OECD") proposed Global Anti-Base Erosion Rules, which provides for changes to numerous long-standing tax principles including the adoption of a global minimum tax rate of 15% for multinational enterprises ("GloBE rules"). ~~While various~~Various jurisdictions have adopted or are in the process of enacting legislation to adopt GloBE rules ~~only South Korea~~ and ~~Japan have enacted such legislation. Other~~other countries are expected to adopt GloBE rules in ~~2023 with effective dates beginning in 2024. Changes~~the future. While changes in tax laws in the various countries in which the Company operates can negatively impact the Company's results of operations and financial position in future ~~periods.~~periods, the Company's impact related to the adoption of GloBE rules, effective January 1, 2024, was not material to the Company's consolidated financial position. The Company will continue to monitor legislative and regulatory developments in this area.

Tax Receivable Agreement

In connection with the IPO and related transactions, the Company entered into a TRA with certain persons that held direct or indirect interests in EOC and Zuffa prior to the IPO ("TRA Holders"). The TRA generally provides for the payment by EGH of 85% of the amount of any tax benefits that EGH actually realizes (determined by using certain assumptions), or in some cases is deemed to realize, as a result of the following attributes: (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 TRA, (iii) deductions attributable to imputed interest pursuant to the TRA and (iv) other tax attributes (including existing tax basis) allocated to EGH post-IPO and related transactions that were allocable to the TRA Holders prior to the IPO and related transactions. As of March 31, 2024, the Company has a TRA liability of approximately $839.2 million, after concluding that such TRA payments would be probable based on estimates of future taxable income over the term of the TRA.

14. REVENUE

The following table presents the Company’s revenue disaggregated by primary revenue sources for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (in thousands):


	Three Months Ended June 30, 2023											Three Months Ended March 31, 2024
	Owned Sports Properties		Events, Experiences & Rights		Representation		Sports Data & Technology		Total			Owned Sports Properties		Events, Experiences & Rights		Representation		Sports Data & Technology		Total
Media rights and data	$	181,690	$	111,114	$	—	$	98,556	$	391,360		$	403,012	$	109,471	$	—	$	51,711	$	564,194
Technology platforms and services		—		14,214		—		32,009		46,223			—		10,256		—		38,999		49,255
Media production, distribution and content		1,670		71,696		80,438		—		153,804			1,856		62,754		52,744		—		117,354
Events and performance		156,728		394,054		—		—		550,782			234,302		562,416		—		—		796,718
Talent representation and licensing		—		—		224,490		—		224,490			46,255		—		212,963		—		259,218
Marketing		—		—		76,221		—		76,221			—		—		79,640		—		79,640
Eliminations		—		—		—		—		(6,668	)		—		—		—		—		(16,095	)
Total	$	340,088	$	591,078	$	381,149	$	130,565	$	1,436,212		$	685,425	$	744,897	$	345,347	$	90,710	$	1,850,284

Six Months Ended June 30, 2023

Owned Sports Properties

Events, Experiences
& Rights

Representation

Sports Data
& Technology

Total

Media rights and data

$
370,732

$
235,114

$
—

$
167,619

$
773,465

Technology platforms and services

—

29,482

—

63,805

93,287

Media production, distribution and content

3,636

134,008

149,573

—

287,217

Events and performance

319,009

993,260

—

—

1,312,269

Talent representation and licensing

—

—

427,352

—

427,352

Marketing

—

—

154,464

—

154,464

Eliminations

—

—

—

—

(15,005
)
Total

$
693,377

$
1,391,864

$
731,389

$
231,424

$
3,033,049

Three Months Ended June 30, 2022

Owned Sports Properties

Events, Experiences & Rights

Representation

Sports Data
& Technology

Total

Media rights and data

$
172,068

$
113,703

$
—

$
60,371

$
346,142

Technology platforms and services

—

23,536

—

—

23,536

Media production, distribution and content

1,824

55,548

64,010

—

121,382

Events and performance

158,038

375,021

—

—

533,059

Talent representation and licensing

—

—

222,388

—

222,388

Marketing

—

—

71,557

—

71,557

Eliminations

—

—

—

—

(5,549
)
Total

$
331,930

$
567,808

$
357,955

$
60,371

$
1,312,515


	Six Months Ended June 30, 2022											Three Months Ended March 31, 2023
	Owned Sports Properties		Events, Experiences & Rights		Representation		Sports Data & Technology		Total			Owned Sports Properties		Events, Experiences & Rights		Representation		Sports Data & Technology		Total
Media rights and data	$	329,033	$	231,788	$	—	$	105,414	$	666,235		$	189,042	$	124,000	$	—	$	69,063	$	382,105
Technology platforms and services		—		45,907		—		—		45,907			—		15,268		—		31,796		47,064
Media production, distribution and content		4,124		118,559		137,753		—		260,436			1,966		62,312		69,135		—		133,413
Events and performance		295,462		952,489		—		—		1,247,951			149,059		599,206		—		—		748,265
Talent representation and licensing		—		—		421,559		—		421,559			13,222		—		202,862		—		216,084
Marketing		—		—		155,964		—		155,964			—		—		78,243		—		78,243
Eliminations		—		—		—		—		(11,774	)		—		—		—		—		(8,337	)
Total	$	628,619	$	1,348,743	$	715,276	$	105,414	$	2,786,278		$	353,289	$	800,786	$	350,240	$	100,859	$	1,596,837

In the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ there was revenue recognized of $~~13.9~~15.8 million and $~~16.7~~ ~~million, respectively, from performance obligations satisfied in prior periods. In the six months ended June 30, 2023 and 2022, there was revenue recognized of $26.3~~ ~~millionand $30.7~~14.0 million, respectively, from performance obligations satisfied in prior periods.

Table of Contents

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 ~~June 30, 2023~~March 31, 2024 (in thousands). The transaction price related to these future obligations does not include any variable ~~consideration.~~consideration or fees associated with contracts with opt-out provisions.


	Years Ending December 31,		Years Ending December 31,
Remainder of 2023	$	887,828
2024		1,487,376
Remainder of 2024			$	2,018,564
2025		1,290,102		2,633,929
2026		353,227		1,492,476
2027		263,692		1,346,382
2028				1,243,428
Thereafter		535,348		1,348,358
	$	4,817,573	$	10,083,137

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 and event advanced ticket sales. 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 ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 (in thousands):


Description	December 31, 2022		Additions		Deductions			Acquisitions		Divestitures			Foreign Exchange		June 30, 2023		December 31, 2023		Additions		Deductions			Foreign Exchange			March 31, 2024
Deferred revenue - current	$	716,147	$	1,625,001	$	(1,628,396	)	$	10,516	$	(143,011	)	$	1,836	$	582,093	$	807,568	$	912,056	$	(916,820	)	$	(4,612	)	$	798,192
Deferred revenue - noncurrent	$	91,838	$	80,663	$	(17,072	)	$	—	$	(35,195	)	$	283	$	120,517	$	23,946	$	21,852	$	(892	)	$	(23	)	$	44,883

15. SEGMENT INFORMATION

~~Subsequent to the acquisition~~As of ~~OpenBet and effective January 1, 2023,~~March 31, 2024, the Company created a fourth segment, Sports Data & Technology, to align with how the Company's chief operating decision maker ("CODM") manages the businesses. This segment consists of the Company's sports data and technology business, IMG ARENA, and OpenBet, the Company's sports betting content, platform and service provider business, acquired in September 2022, both of which were previously included in the Company's Events, Experiences & Rights segment. As a result, the Company now has ~~the following~~ four reportable segments: Owned Sports Properties, Events, Experiences & Rights, Representation, and Sports Data & Technology. The Company also reports the results for the "Corporate" group. ~~All prior period amounts related to the segment change have been retrospectively reclassified to conform to the new presentation.~~

The profitability measure employed by the Company’s ~~CODM~~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, 2023. 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,						Three Months Ended March 31,
	2023			2022			2023			2022			2024			2023
Owned Sports Properties	$	340,088		$	331,930		$	693,377		$	628,619		$	685,425		$	353,289
Events, Experiences & Rights		591,078			567,808			1,391,864			1,348,743			744,897			800,786
Representation		381,149			357,955			731,389			715,276			345,347			350,240
Sports Data & Technology		130,565			60,371			231,424			105,414			90,710			100,859
Eliminations		(6,668	)		(5,549	)		(15,005	)		(11,774	)		(16,095	)		(8,337	)
Total consolidated revenue	$	1,436,212		$	1,312,515		$	3,033,049		$	2,786,278		$	1,850,284		$	1,596,837

Table of Contents

Reconciliation of segment profitability


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2023			2022			2023			2022			2024			2023
Owned Sports Properties	$	179,234		$	161,270		$	364,905		$	310,011		$	298,972		$	185,671
Events, Experiences & Rights		76,583			92,563			184,574			218,564			95,911			107,991
Representation		107,149			111,221			191,355			212,926			65,197			84,206
Sports Data & Technology		13,737			15,554			18,209			22,036			(9,458	)		4,472
Corporate		(71,786	)		(74,253	)		(147,734	)		(142,733	)		(76,536	)		(75,948	)
Adjusted EBITDA		304,917			306,355			611,309			620,804			374,086			306,392
Reconciling items:
Equity losses (earnings) of affiliates		6,417			(1,644	)		4,440			(5,393	)
Equity earnings of affiliates														(1,471	)		(1,977	)
Interest expense, net		(90,307	)		(62,505	)		(175,404	)		(121,777	)		(96,559	)		(85,097	)
Depreciation and amortization		(61,078	)		(65,612	)		(127,829	)		(131,606	)		(156,349	)		(66,751	)
Equity-based compensation expense		(61,760	)		(60,607	)		(140,451	)		(111,463	)		(61,683	)		(78,691	)
Merger, acquisition and earn-out costs		(16,381	)		(14,568	)		(30,915	)		(27,362	)		(25,556	)		(14,534	)
Certain legal costs		(1,489	)		(8,598	)		(3,911	)		(9,600	)		(11,302	)		(2,422	)
Legal settlement														(335,000	)		—
Restructuring, severance and impairment		(13,736	)		(1,442	)		(21,936	)		(1,960	)		(92,652	)		(8,200	)
Fair value adjustment - equity investments		68			11,691			781			13,344			120			713
Net gain on sale of the restricted Endeavor Content business		—			—			—			463,641
Net gain on sale of the Academy business		736,978			—			736,978			—
Tax receivable agreement liability adjustment		10,174			2,405			12,518			(51,092	)		(2,444	)		2,344
Other		6,170			(20,689	)		32,664			(31,663	)		(4,232	)		26,494
Income before income taxes and equity losses of affiliates	$	819,973		$	84,786		$	898,244		$	605,873
(Loss) income before income taxes and equity losses of affiliates													$	(413,042	)	$	78,271

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.

In July 2017, the Italian Competition Authority ("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 (the "Original Plaintiffs") and in June 2020, the Serie A football league (Lega Nazionale Professionisti Serie A or "Lega Nazionale," and together with the three clubs, the "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 league. The Plaintiffs seek damages from all defendants deriving from the lower value of the media rights in amounts totaling EUR 554.6 million in the aggregate relating to the three football clubs and EUR 1,750 million relating to Lega Nazionale, along with attorneys’ fees and costs. Since December 2020, four additional football clubs have each filed requests to intervene in the Lega Nazionale proceedings and individually seek to claim damages deriving from the lower value of the media rights in the aggregate totaling EUR 251.5 million. The Original Plaintiffs and these four additional clubs are also seeking additional damages relating to alleged lost profits and additional charges, quantified in the fourth quarter of 2022 in amounts totaling EUR 1,675 million. Ten other clubs also filed requests to intervene in support of Lega Nazionale’s claim or alternatively to individually claim damages deriving from the lower value of the media rights in the amount of EUR 284.9 million, in the case of five clubs, and unspecified amounts (to be quantified as a percentage of the total amount sought by Lega Nazionale) in the other five cases. Collectively, the interventions of these 14 clubs are the "Interventions." By judgment issued on May 8, 2024, the Court of Milan ruled that the clubs have a concurrent right to bring a claim, and Lega Nazionale is entitled to retain an award of only 10% of the aggregate loss suffered (if any) by the clubs deriving from the lower value of the media rights. The Company may appeal this ruling. In December 2022, one further football club filed a separate claim against IMG and certain other unrelated parties seeking damages from all defendants deriving from the lower value of the media rights in the amounts of EUR 326.9 million, in addition to alleged additional damages relating to lost profits and additional charges which have not yet been quantified. The Company has defended in its submissions to date, and intends to continue to defend, against all of 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.

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On April 12, 2024, purported stockholder Handelsbanken Fonder AB (“Handelsbanken”) filed a verified class action complaint on behalf of itself and similarly situated Endeavor stockholders in the Court of Chancery of the State of Delaware, captioned Handelsbanken Fonder AB v. Endeavor Group Holdings, Inc., C.A. No. 2024-0391 ("Handelsbanken Action"), and filed a Motion for Expedited Proceedings. The Handelsbanken Action names as defendants the Company and certain of its affiliates, members of the Company’s board of directors, Mark Shapiro, Silver Lake and certain of its affiliates, Wildcat EGH Holdco, L.P., Wildcat Opco Holdco, L.P., The Ariel Z. Emanuel Living Trust, dated November 13, 2017, and The Patrick Whitesell Revocable Trust, dated May 31, 2019, and alleges breach of charter, tortious interference, breach of fiduciary duty, and aiding and abetting claims arising from the Company’s proposed transaction with Silver Lake. The Court held a hearing on Handelsbanken's motion on May 6, 2024, during which the Court determined that a ruling on the motion, if any, should come after the deadline for certain officers and directors to make stock rollover elections, which deadline is ninety days after the date of each of the rollover agreements, dated April 2, 2024.

~~Zuffa has~~ In April 2024, the Company also received multiple requests from purported stockholders seeking certain books and records in connection with the Company’s proposed transaction with Silver Lake under Section 220 of the Delaware General Corporation Law.

~~five~~Five related class-action lawsuits were filed against ~~it in the United States District Court for the Northern District of California (the "District Court")~~Zuffa between December 2014 and March 2015 by a total of eleven former UFC fighters. The ~~complaints~~lawsuits, which were substantially identical, were transferred to the United States District Court for the District of Nevada and consolidated into a single action in ~~the five lawsuits are substantially identical. Each alleges~~June 2015, captioned Le et al. v. Zuffa, LLC, No. 2:15-cv-1045-RFB-BNW (D. Nev.) (the "Le" case). The lawsuit alleged that Zuffa violated Section 2 of the Sherman Act by ~~monopolizing the~~monopsonizing an alleged market for the ~~promotion~~services of elite professional MMA ~~bouts and monopolizing the alleged market for elite professional MMA fighters’ services. Plaintiffs claim~~athletes. The fighter plaintiffs claimed 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~~sought treble damages under the antitrust laws, as well as attorneys’ fees and costs, and, in some instances, injunctive relief. On ~~December 14, 2020,~~August 9, 2023, the ~~District Court orally indicated its intention to grant plaintiffs’ motion to certify~~district court certified the ~~Bout Class (comprised of fighters who participated in bouts~~lawsuit as a damages class action, encompassing the period from December 16, 2010 to ~~September~~June 30, ~~2017) and to deny plaintiffs’ motion to certify~~2017. The fighter plaintiffs in the ~~Identity Class (a purported class based upon~~Le case abandoned their claim for injunctive relief, so the ~~alleged expropriation and exploitation of~~only relief the 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.~~plaintiffs would have sought at trial was damages. On June ~~23,~~24, 2021, ~~plaintiffs’ lawyers~~another lawsuit, Johnson et al. v. Zuffa, LLC et al., No 2:21-cv-1189-RFB-BNW (D. Nev.) (the "Johnson" case), was filed by a ~~new case against Zuffa~~putative class of former UFC fighters and ~~EGH alleging substantially similar claims but providing for a class~~covering the period from July 1, 2017 to ~~present. Management believes~~the present and alleged substantially similar claims to the Le case and sought injunctive relief. On March 13, 2024, TKO OpCo, and certain of its affiliates, including Endeavor, reached an agreement to settle all claims asserted in both class action lawsuits (Le and Johnson) for an aggregate amount of $335.0 million payable by TKO and its subsidiaries in installments over an agreed-upon period of time with $200.0 million expected to be due within the next twelve months from March 31, 2024 and $135.0 million expected to be due in April 2025. During the three months ended March 31, 2024, the Company recorded a charge of $335.0 million in selling, general and administrative expenses in the consolidated statement of operations. The terms have been memorialized in a long form agreement and will be submitted to the court for approval. The Company anticipates that the settlement amount will be deductible for tax purposes.

As announced in June 2022, a Special Committee of independent members of WWE’s board of directors (the "Special Committee") was formed to investigate alleged misconduct by WWE’s then-Chief Executive Officer, Vincent K. McMahon (the "Special Committee Investigation"). Mr. McMahon initially resigned from all positions held with WWE on July 22, 2022 but remained a stockholder with a controlling interest and served as Executive Chairman of WWE’s board of directors from January 9, 2023 through September 12, 2023, at which time Mr. McMahon became Executive Chair of the Board of Directors of TKO. Although the Special Committee investigation is complete, and, in January 2024, Mr. McMahon resigned from his position as Executive Chair and member of TKO's Board of Directors, as well as other positions, employment and otherwise, at TKO and its subsidiaries, WWE has received, and may receive in the future, regulatory, investigative and enforcement inquiries, subpoenas, demands and/or other claims and complaints arising from, related to, or in connection with these matters. On July 17, 2023, federal law enforcement agents executed a search warrant and served a federal grand jury subpoena on Mr. McMahon. No charges have been brought in these investigations. WWE has received voluntary and compulsory legal demands for documents, including from federal law enforcement and regulatory agencies, concerning the investigation and related subject matters.

On January 25, 2024, a former WWE employee filed a lawsuit against WWE, Mr. McMahon and another former WWE executive in the United States District Court for the District of Connecticut alleging, among other things, that she was sexually assaulted by Mr. McMahon and asserting claims under the Trafficking Victims Protection Act.

On November 17, 2023, a purported former stockholder of WWE, Laborers' District Council and Contractors' Pension Fund of Ohio ("Laborers"), filed a verified class action complaint on behalf of itself and similarly situated former WWE stockholders in the Court of Chancery of the State of Delaware ("Delaware Court"), captioned Laborers District Council and Contractors’ Pension Fund of Ohio v. McMahon, C.A. No. 2023-1166-JTL (“Laborers Action”). On November 20, 2023, another purported former WWE stockholder, Dennis Palkon, filed a verified class action complaint on behalf of himself and similarly situated former WWE stockholders in the Delaware Court, captioned Palkon v. McMahon, C.A. No. 2023-1175-JTL (“Palkon Action”). The Laborers and Palkon Actions allege breach of fiduciary duty claims against former WWE directors Vincent K. McMahon, Nick Khan, Paul Levesque, George A. Barrios, Steve Koonin, Michelle D. Wilson, and Frank A. Riddick III (collectively, the "Individual Defendants"), arising out of the TKO Transactions. On April 24, 2024, the City of Pontiac Reestablished General Employees' Retirement System (“Pontiac”), a purported former stockholder of WWE, filed another verified class action complaint on behalf of itself and similarly situated former WWE stockholders in the Delaware Court captioned City of Pontiac Reestablished General Employees’ Retirement System v. McMahon, C.A. No. 2024-0432 (“Pontiac Action”). The Pontiac Action similarly alleges breach of fiduciary duty claims against the Individual Defendants, and adds claims against WWE and TKO for denying stockholders their appraisal rights under the General Corporation Law of the State of Delaware ("DGCL") § 262, as well as claims against the Company for aiding and abetting the alleged breaches of fiduciary duties and for civil conspiracy to violate DGCL § 262. On May 2, 2024, the Court entered an order consolidating the Laborers, Palkon, and Pontiac actions under the caption In re World Wrestling Entertainment, Inc. Merger Litigation, C.A. No. 2023-1166-JTL (“Consolidated Action”). The Consolidated Action is in the early stages, and the parties agreed that the Company, ~~has meritorious defenses against~~TKO and WWE will not be required to respond to the ~~allegations~~complaints until a lead plaintiff is appointed and ~~intends~~the lead plaintiff designates an operative pleading.

On January 4, 2024, Pontiac filed an action in the Delaware Court seeking certain books and records related to ~~defend itself vigorously.~~the TKO Transactions under Section 220 of the DGCL (the "Pontiac 220 Action"). On February 12, 2024, the court entered an order vacating the case schedule and staying the Pontiac 220 Action. On April 2, 2024, Pontiac voluntarily dismissed its complaint.

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17. RELATED PARTY TRANSACTIONS

The Company has the following related party transactions as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 and for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (in thousands):


	June 30,		December 31,		March 31,		December 31,
	2023		2022		2024		2023
Other current assets	$	17,379	$	17,827	$	11,423	$	11,837
Investments						3,891		3,322
Other assets		30,000		—		30,000		33,454
Investments		3,322		2,146
Accrued liabilities		1,500		—
Deferred revenue		809		825		903		1,446
Other current liabilities		4,670		3,801		2,274		3,347


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2023			2022			2023			2022			2024		2023
Revenue	$	15,310		$	9,842		$	30,054		$	17,581		$	14,593	$	14,744
Direct operating costs		4,175			(354	)		8,669			4,342			7,573		4,494
Selling, general and administrative expenses		1,594			605			2,548			2,466			3,496		954
Other (expense) income, net		(4,629	)		875			(5,254	)		(13,250	)		—		(625	)

As of ~~June 30, 2023,~~March 31, 2024, the Company has an equity-method investment in Euroleague, a related party. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ the Company recognized revenue of $~~2.0~~3.5 ~~million, $5.8~~ ~~million, $(0.4~~) million and $~~3.4~~3.8 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 six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ the Company recognized revenue of $~~2.5~~ ~~million, $6.5~~ ~~million, $2.6~~4.4 million and $~~5.4~~4.0 million, respectively, for production services provided to Euroleague, ~~as well as~~which is included in the Events, Experiences & Rights segment. The Company incurred direct operating costs of $~~1.1~~ ~~million, $4.8~~ ~~million, $1.0~~3.3 million and $~~2.5~~3.6 million ~~respectively,~~ for services provided by the ~~procurement of a license for gaming rights from~~ Euroleague during the three months ended March 31, 2024 and 2023, respectively, which are primarily included in the Sports Data & Technology segment. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company had a receivable due from Euroleague of $~~10.7~~7.2 million and $~~8.4~~7.7 million, respectively, and a payable due to Euroleague of $~~2.0~~0.6 million and $0.3 million, respectively.

As of March 31, 2024 the Company has an equity method investment in Fifth Season, a related party. For the three months ended March 31, 2024 and 2023, the Company recognized revenue of $1.3 million and $0.2 million, respectively, for production services, which are primarily included in the Representation segment. As of March 31, 2024 and December 31, 2023, the Company had a receivable due from Fifth Season of $0.6 million and $1.0 million, respectively, and a payable due to Fifth Season of $0.7 million and $1.2 million, respectively.

~~During the three months ended June 30,~~ In September 2023, the Company provided a loan of $30.0 million to ~~one of its equity method investees,~~Fifth Season, which has been recorded in other assets in the consolidated balance sheet. The loan matures in 2026.

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,~~March 31, 2024 and 2023, ~~and 2022,~~ the Company recorded expenses of $~~5.5~~none ~~million~~ and $~~7.0~~ ~~million, $15.0~~ ~~million and $15.0~~1.5 million, respectively, in transaction costs with Raine for investment banking services in connection with the sale of certain ~~businesses (Note 4).~~businesses. In addition, as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company ~~had investments of~~invested $~~3.3~~0.6 million and $~~2.1~~1.2 million, respectively, in a non-marketable ~~fund~~funds maintained by Raine.

In connection with the IPO and related transactions, the Company entered into a TRA with certain persons that held direct or indirect interests in EOC and Zuffa prior to the IPO. The TRA generally provides for the payment by EGH of 85% of the amount of any tax benefits that EGH actually realizes, or in some cases is deemed to realize (Note 13). As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company had $~~993.4~~839.2 million and $~~1,011.7~~990.5 million recorded, respectively, of which $~~363.2~~289.5 million and $~~390.1~~362.8 million, respectively, is due to related parties.

Vincent K. McMahon, who served as the Executive Chairman of TKO's Board of Directors until January 26, 2024, previously controlled a significant portion of the voting power of the issued and outstanding shares of TKO’s common stock.

Mr. McMahon has agreed to make future payments to certain counterparties personally. In accordance with the SEC’s Staff Accounting Bulletin Topic 5T, Miscellaneous Accounting, Accounting for Expenses or Liabilities Paid by Principal Stockholders (“Topic 5T”), the Company concluded that these amounts should be recognized by the Company as expenses in the period in which they become probable and estimable.

In connection with the acquisition of WWE, as of December 31, 2023 the Company assumed $1.5 million of liabilities related to future payments owed by Mr. McMahon to certain counterparties, of which $1.5 million was paid directly by Mr. McMahon during the three months ended March 31, 2024. Since these liabilities existed when Mr. McMahon controlled a significant portion of TKO’s common stock, these payments are considered non-cash capital contributions and are included as a component of nonredeemable non-controlling interests contributions in our consolidated statement of redeemable interests and shareholders’ equity.

In connection with and/or arising from the investigation conducted by a Special Committee of the former WWE board of directors, Mr. McMahon has agreed to reimburse TKO for additional costs incurred in connection with and/or arising from the same matters.

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18. SUBSEQUENT EVENTS

In April 2024, following the Company's review to evaluate strategic alternatives, the Company entered into the Merger Agreement, pursuant to which affiliates of Silver Lake agreed to acquire 100% of the outstanding shares of the Company's stock that it does not already own (other than certain equity interests held by certain current directors and executive officers of the Company and any other Rollover Holders (the “Rollover Interests”)). Pursuant to the Merger Agreement and subject to the satisfaction or waiver of certain closing conditions and on the terms set forth therein, equityholders of EGH, Endeavor Operating Company and Endeavor Manager are to receive $27.50 in cash per share or unit, as applicable. The Merger Agreement also requires the Company to, in each calendar quarter prior to the closing, declare and pay a dividend in respect of each issued and outstanding share of the Company’s Class A common stock at a price equal to $0.06 per share. Completion of the Merger-Related Transactions is subject to certain customary closing conditions, including required regulatory approvals. The Merger Agreement also includes certain covenants of the Company Entities, including with respect to sales of certain specified assets of the Company (other than with respect to TKO and the agency representation business of WME), the declaration and payment of quarterly dividends, and non-solicitation of alternative acquisition proposals, as well as other customary representations, warranties and covenants by Company Entities, the Parent Entities and the Merger Subs. Completion of the Merger-Related Transactions is not subject to a financing condition, and are to be financed through a combination of new and reinvested equity from affiliates of Silver Lake and additional capital by other third-party investors; the Rollover Interests; and new debt financing. The Merger-Related Transactions are expected to close by the end of the first quarter of 2025. Upon completion, the Company's common stock will no longer be listed on any public market.

In April 2024, the Company purchased 1,642,970 shares of TKO Class A common stock held by Mr. McMahon at a per share price of $89.01 for an aggregate amount of $146.2 million. In April 2024, TKO purchased 1,853,724 shares of TKO Class A common stock held by Mr. McMahon at a per share price of $89.01 for an aggregate amount of $165.0 million and retired such shares. TKO funded its repurchase with approximately $150.0 million of borrowings under the Zuffa Revolving Credit Facility and with cash on hand. Following these share repurchases, the Company owns approximately 53.6% and TKO owns approximately 46.4% of TKO OpCo.

In May 2024, the Company entered into amendments to each of the Revolving Credit Facility and the Zuffa Revolving Credit Facility, which extended the maturities to April 2, 2025 and October 29, 2025, respectively. Additionally, the Company increased the borrowing capacity under the Revolving Credit Facility by an additional $50.0 million.

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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 ~~2022~~2023 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 ~~2022~~2023 Annual ~~Report, as updated by Part II, Item 1A. "Risk Factors" of this Quarterly~~ Report or in other sections of the ~~2022~~2023 Annual Report and this Quarterly Report.

BUSINESS OVERVIEW

Endeavor is a global sports and entertainment company. We own and operate premium sports and entertainment properties, including the UFC and WWE through our majority ownership of TKO, produce and distribute sports and entertainment content, own and manage exclusive live events and experiences, and represent top sports, entertainment and ~~entertainment~~fashion 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,~~ sports data and technology, 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.

Agreement and Plan of Merger

In April 2024, following our review to evaluate strategic alternatives, we entered into the Merger Agreement, pursuant to which affiliates of Silver Lake agreed to acquire 100% of the outstanding shares of our stock that it does not already own (other than certain equity interests held by certain current directors and executive officers of the Company and any other Rollover Holders (the “Rollover Interests”)). Pursuant to the Merger Agreement and subject to the satisfaction or waiver of certain conditions and on the terms set forth therein, equityholders of Endeavor, Endeavor Operating Company and Endeavor Manager are to receive $27.50 in cash per share or unit, as applicable. The Merger Agreement also requires the Company to, in each calendar quarter prior to the closing, declare and pay a dividend in respect of each issued and outstanding share of the Company’s Class A common stock at a price equal to $0.06 per share. Completion of the Merger-Related Transactions is subject to certain customary closing conditions, including required regulatory approvals.

The Merger Agreement also includes certain covenants of the Company Entities, including with respect to sales of certain specified assets of the Company (other than with respect to TKO and the agency representation business of WME), the declaration and payment of quarterly dividends, and non-solicitation of alternative acquisition proposals, as well as other customary representations, warranties and covenants by Company Entities, the Parent Entities and the Merger Subs.

Completion of the Merger-Related Transactions is not subject to a financing condition, and are to be financed through a combination of new and reinvested equity from Silver Lake and additional capital by other third-party investors; the Rollover Interests; and new debt financing. The Merger-Related Transactions are expected to close by the end of the first quarter of 2025. Upon completion, our common stock will no longer be listed on any public market. For a discussion of risks relating to the Merger-Related Transactions, see Part II, Item 1A. "Risk Factors — Risks Related to the Merger."

Segments

Subsequent to the acquisition of OpenBet and effective January 1, 2023, we created a fourth segment, Sports Data & Technology, to align with how our chief operating decision maker manages our businesses. As a result, we nowWe operate our business in four segments: (i) Owned Sports Properties; (ii) Events, Experiences & Rights; (iii) ~~Representation~~Representation; and (iv) Sports Data & Technology. ~~All prior period amounts related to the segment changes have been retrospectively reclassified to conform to the current presentation.~~

Owned Sports Properties

Our Owned Sports Properties segment is comprised of a unique portfolio of premium sports and entertainment properties, including UFC, ~~PBR~~WWE, Professional Bull Riders ("PBR") and Euroleague.

Through the UFC, the world’s premier professional MMA organization, we produce more than 40 live events annually which are broadcast in over 170 countries and territories to over ~~900~~975 million TV households. UFC ~~was founded~~is among the most popular sports organizations in ~~1993 and has grown in popularity, having now hosted~~the world with more than ~~600 events~~700 million fans and ~~reaching~~approximately 260 million social media followers. UFC's content reaches a global audience through an increasing array of global 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 evidenced by the overall follower growth and engagement across our social channels.

In September 2023, we completed the transactions involving the business combination of World Wrestling Entertainment, Inc. ("WWE") and TKO Operating Company ("TKO OpCo"), which owns and operates UFC (the "TKO Transactions"). As part of the TKO Transactions, among other things, a new, publicly listed company, TKO Group Holdings, Inc. ("TKO"), was formed. As a result of the TKO Transactions, (A) EGH and/or its subsidiaries received (1) a 51.0% controlling non-economic voting interest in TKO on a fully-diluted basis and (2) a 51.0% economic interest on a fully-diluted basis in the operating subsidiary, TKO OpCo, which owns all of the assets of the UFC and WWE businesses after the closing of the TKO Transactions, and (B) the stockholders of WWE received (1) a 49.0% voting interest in TKO on a fully-diluted basis and (2) a 100.0% economic interest in TKO, which in turn holds a 49.0% economic interest in TKO OpCo on a fully-diluted basis.

WWE, an integrated media and entertainment organization and the recognized global leader in sports entertainment, produces and distributes unique and creative content through various channels, ~~- now reaching 228~~including content rights agreements for its flagship programs, Raw, SmackDown and NXT, premium live event programming, monetization across social media outlets, live events, and licensing of various WWE themed consumer products. WWE has over 700 million ~~followers.~~fans and approximately 360 million brand social media followers and 610 million social media followers of talent accounts managed by WWE. WWE counts nearly 100 million YouTube subscribers, making it one of the most viewed YouTube channels globally, and its year-round programming is available in over one billion households across over 150 countries.

PBR is the world’s premier bull riding circuit with more than 800 bull riders from the United States, Australia, Brazil, Canada, and Mexico, currently competing in more than 200 bull riding events annually and with its annual attendance quadrupling since its inception in 1995.

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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.

At the end of 2021 and in January 2022, we acquired ten Major League Baseball Professional Development League clubs (the "PDL Clubs"), which were being operated under the Diamond Baseball Holdings ("DBH") umbrella. In September 2022, we sold the DBH business, including the PDL Clubs, to Silver Lake, stockholders of the Company, for an aggregate purchase price of $280 million cash.

In April 2023, we entered into a transaction agreement with World Wrestling Entertainment, Inc. (“WWE”) to, among other things, form a new publicly traded company ("New PubCo") consisting of the UFC and WWE businesses where (A) EGH and/or its subsidiaries will hold (1) a 51.0% controlling non-economic voting interest in New PubCo and (2) a 51.0% economic interest in an operating subsidiary ("HoldCo"), which will own all of the assets of the UFC and WWE businesses, and (B) the stockholders of WWE will hold (1) a 49.0% voting interest in New PubCo and (2) a 100.0% economic interest in New PubCo, which will in turn hold a 49.0% economic interest in HoldCo (the "Transactions"). Subject to and upon closing of the Transactions, which is expected in the second half of 2023, New PubCo is expected to be included in our Owned Sports Properties segment.

Events, Experiences & Rights

In our Events, Experiences & Rights segment, we own, operate, or represent hundreds of global events annually, including live sports events covering 15 sports ~~across more than 25 countries,~~globally, international fashion weeks, art fairs and music, culinary and lifestyle festivals and major attractions. We own and operate many of these events, including the Miami Open and Madrid Open, Frieze art fairs, The Armory Show, EXPO CHICAGO, Barrett-Jackson, New York Fashion Week: The Shows, and Hyde Park Winter Wonderland. We also operate other events on behalf of third parties, including the Chevron Championship and AIG Women’s ~~Open and Honda Classic.~~Open. Through On Location, we provide premium live event experiences globally, servicing more than 1,200 events and experiences for sporting and music events such as the Super Bowl, the Aer Lingus Classic college football game, the Ryder Cup, the NCAA Final Four, Coachella and the ~~next three~~2024, 2026 and 2028 Olympic and Paralympic Games.

We are one of the largest independent global distributors of sports ~~video programming and data.~~programming. We sell media rights globally on behalf of more than 150 ~~clients~~rights holders such as the International Olympic Committee, the ATP ~~Tour~~and WTA Tours, and the National Hockey League, as well as for our owned assets and channels. Our production business is one of the largest creators of sports programming, responsible for thousands of hours of content on behalf of more than 200 federations, associations and events, including the English Premier League, Major League Soccer, The R&A, DP World Tour, and our owned ~~asset,~~assets, like UFC and WWE, as well as owned ~~channels~~channel Sport ~~24 and EDGEsport.~~24.

Additionally, we previously owned and operated IMG Academy, a leading sports and education brand with an innovative suite of on-campus and online programming, including its Bradenton, Florida boarding school and sports camps, IMG Academy+ online coaching, as well as Next College Student Athlete, which provided recruiting and admissions services to high school student athletes and college athletic departments and admissions officers (collectively, the "Academy"). In June 2023, we sold all of the Academy business.

Representation

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

Through our client representation 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,~~IMG's licensing business, we provide IPintellectual property 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. Additionally, we own and operate unscripted content companies, including Asylum Entertainment Group, Film 45, and Glassman.

Previously, our Representation segment included our restricted Endeavor Content business (which now operates under the name Fifth Season), 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 January 2022, we sold 80% of the restricted Endeavor Content business in connection with a franchise agreement and side letter that we signed directly with the Writer's Guild of America ("WGA"). Our retained 20% interest is accounted for as an equity method investment and is not part of the Representation segment.

The collective bargaining agreement between (i) the WGA, of which many of WME’s writer clients are members, on the one hand, and the Alliance of Motion Picture and Television Producers (“AMPTP”), on the other hand, and (ii) the Screen Actors Guild-American Federation of Television and Radio Artists ("SAG-AFTRA"), of which many of WME's actor clients are members, on the one hand, and AMPTP, on the other hand, expired May 1, 2023 and June 12, 2023, respectively, without agreement on new terms. As a result, the WGA and SAG-AFTRA instructed our WGA and SAG-AFTRA member clients to strike AMPTP companies until new respective agreements are reached. As agents for these writers and actors, WME cannot negotiate for struck work on behalf of its WGA and SAG-AFTRA member clients during the duration of their respective strikes. The ultimate impact these strikes will have on our representation business as well as our financial condition and consolidated results will depend on, among other factors, their scope and duration.

Sports Data & Technology

Our Sports Data & Technology segment ~~which was formed on January 1, 2023, is comprised of our sports data and technology business, IMG ARENA, and~~includes OpenBet, which were both previously included in our Events, Experiences & Rights segment. IMG ARENA delivers live streaming and data feeds for more than 65,000 sports events annually to sportsbooks, rightsholders and media partners around the globe. This data also powers IMG ARENA's portfolio of on-demand virtual sports products and front-end solutions, including the UFC Event Centre. Our OpenBet business specializes in betting engine products, services and technology, processing billions of bets annually, as well as trading, pricing and risk management tools; player account and wallet solutions; innovative front-end user experiences and user interfaces; and content offerings, such as BetBuilder, DonBest pricing feeds and a sports content aggregation platform. As part of OpenBet, IMG ARENA delivers live streaming and data feeds for more than 65,000 sports events annually to sportsbooks, rightsholders and media partners around the globe. This data also powers IMG ARENA's portfolio of on-demand virtual sports products and front-end solutions, including the UFC Event Centre.

Components of Our Results of Operations

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, commissions and ~~commissions.~~tuition prior to the sale of the Academy. In our Representation segment, we generate revenue primarily through commissions, packaging fees, marketing and consulting fees, production fees, and content licensing fees. In our Sports Data & Technology segment, we primarily generate revenue via media and data rights fees, software license fees, and service fees, by providing media, data and technology platforms that offer tailored solutions for sportsbooks as well as ~~proprietary~~ trading and pricing solutions.

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 media sales agency contracts when minimum sales guarantees are not ~~met.~~met, venue rental and related costs associated with the staging of our live events, compensation costs for our athletes and talent, and material and related costs associated with our consumer product merchandise sales. Prior to the sale of the Academy, our direct operating costs included the operation of our training and education facilities.

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.

Table of Contents

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.

In addition, TKO, which is a consolidated subsidiary of EGH, is subject to corporate income tax.

Organization

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~~Operating Company that is allocable to Endeavor ~~Operating Company,~~Manager, and we are taxed at the prevailing corporate tax rates. Endeavor Operating Company generally 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 ("TRA"). The Company entered into the TRA with certain persons that held direct or indirect interests in EOC and UFC Parent prior to the IPO. The TRA generally provides for the payment by EGH of 85% of the amount of any tax benefits that EGH actually realizes (or is deemed to realize) as further described below under "Liquidity and Capital Resources—Future sources and uses of liquidity—Tax receivable agreement."

RESULTS OF OPERATIONS

The following is a discussion of our consolidated results of operations for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023. This information is derived from our accompanying consolidated financial statements prepared in accordance with ~~GAAP.~~accounting principles generally accepted in the United States of America ("GAAP").

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2023

2022

2023

2022

Revenue

$
1,436,212

$
1,312,515

$
3,033,049

$
2,786,278

Operating expenses:

Direct operating costs

584,014

508,385

1,308,296

1,203,026

Selling, general and administrative expenses

632,671

587,499

1,301,884

1,127,705

Insurance recoveries

—

—

—

(993
)
Depreciation and amortization

61,078

65,612

127,829

131,606

Total operating expenses

1,277,763

1,161,496

2,738,009

2,461,344

Operating income

158,449

151,019

295,040

324,934

Other (expense) income:

Interest expense, net

(90,307
)

(62,505
)

(175,404
)

(121,777
)
Tax receivable agreement liability adjustment

10,174

2,405

12,518

(51,092
)
Other income (expense), net

741,657

(6,133
)

766,090

453,808

Income before income taxes and equity losses of affiliates

819,973

84,786

898,244

605,873

Provision for (benefit from) income taxes

140,441

2,699

175,911

(14,535
)
Income before equity losses of affiliates

679,532

82,087

722,333

620,408

Equity losses of affiliates, net of tax

(12,997
)

(39,867
)

(19,543
)

(60,522
)
Net income

666,535

42,220

702,790

559,886

Less: Net income attributable to non-controlling interests

263,361

16,414

291,585

214,534

Net income attributable to Endeavor Group Holdings, Inc.

$
403,174

$
25,806

$
411,205

$
345,352


	Three Months Ended March 31,
(in thousands)	2024			2023
Revenue	$	1,850,284		$	1,596,837
Operating expenses:
Direct operating costs		844,610			724,282
Selling, general and administrative expenses		1,096,246			669,213
Depreciation and amortization		156,349			66,751
Impairment charges		64,196			—
Total operating expenses		2,161,401			1,460,246
Operating (loss) income		(311,117	)		136,591
Other (expense) income:
Interest expense, net		(96,559	)		(85,097	)
Tax receivable agreement liability adjustment		(2,444	)		2,344
Other (expense) income, net		(2,922	)		24,433
(Loss) income before income taxes and equity losses of affiliates		(413,042	)		78,271
(Benefit from) provision for income taxes		(111,834	)		35,470
(Loss) income before equity losses of affiliates		(301,208	)		42,801
Equity losses of affiliates, net of tax		(2,263	)		(6,546	)
Net (loss) income		(303,471	)		36,255
Less: Net (loss) income attributable to non-controlling interests		(166,131	)		28,224
Net (loss) income attributable to Endeavor Group Holdings, Inc.	$	(137,340	)	$	8,031

Revenue

Revenue increased ~~$123.7~~$253.4 million, or ~~9.4%~~15.9%, to ~~$1,436.2~~$1,850.3 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022.~~March 31, 2023.

•

Owned Sports Propertiesincreased by ~~$8.2~~$332.1 million, or ~~2.5%~~94.0%. ~~The~~WWE, which was acquired in September 2023, contributed $317 million to the increase. At PBR, the increase was driven by ~~higher live event revenue from having two more events~~an increase in ~~the current year with live audiences, higher media rights fees~~ticket sales and sponsorships and an increase in ~~commercial pay-per-view ("PPV")~~team related revenue. Additionally, at ~~UFC. This~~the UFC, the increase was driven by an increase in sponsorships, greater live event revenue and increased consumer products licensing revenue, partially offset by ~~$30 million of~~lower revenue ~~related~~from holding one fewer numbered event compared to ~~the DBH business recorded in~~ the prior year ~~which was sold in September 2022.~~period.

Table of Contents

•

Events, Experiences & Rights ~~increased~~decreased by ~~$23.3~~$55.9 million, or ~~4.1%~~7.0%. The ~~increase~~decrease was primarily driven by event and performance revenue due to ~~Barrett-Jackson, which was acquired~~the sale of the Academy in ~~August 2022,~~June 2023, partially offset by increases from the ~~Madrid~~Super Bowl, the Miami Open, and growth ~~at the Academy partially offset by a~~from new and other existing events. The decrease ~~in On Location's music business. The increase~~ was also ~~due to new~~driven by media ~~production deals. These increases were offset by a decrease in technology platforms and services~~rights primarily due to the ~~migration of certain Endeavor Streaming clients.~~biennial Arabian Gulf Cup held in January 2023 and set to take place in December 2024.

•

Representation ~~increased~~decreased by ~~$23.2~~$4.9 million, or ~~6.5%~~1.4%. The ~~increase~~decrease was primarily driven by an increase in our nonscripted content production business due to content deliveries. The remainder of the increase was due to our marketing and experiential business due to new projects and increased corporate spending as well as an increasea decrease in our fashion ~~business~~and licensing businesses. These decreases were partially offset by ~~the impact of the writers' strike on~~increases related to growth in our agency business in music, talent, ~~business.~~sports and comedy.

•

Sports Data & Technology ~~increased~~decreased by ~~$70.2~~$10.1 million, or ~~116.3%~~10.1%. The ~~increase~~decrease was primarily driven by ~~OpenBet, which was acquired in September 2022, and growth in existing betting data contracts~~the loss of certain rights at IMG ~~ARENA.~~

~~Revenue increased $246.8 million, or 8.9%, to $3,033.0 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.~~

•

~~Owned Sports Properties~~ increased by $64.8 million, or 10.3%. The increase was driven by higher media rights fees, sponsorship, commercial PPV and event related revenue primarily due to one additional PPV event, as well as three more events with live audiences this year at UFC. Additionally, at PBR, the increase was driven by higher ticket sales due to greater demand and an increase in revenue from the team series. These increases wereARENA partially offset by ~~$31 million of revenue related the DBH business recorded in the prior year, which was sold in September 2022.~~

•

~~Events, Experiences & Rights~~ increased by $43.1 million, or 3.2%. The increase was primarily driven by event and performance revenue due to Barrett-Jackson, which was acquired in August 2022, increases from tennis events, including the Madrid Open and Miami Open, and growth across clients at the Academy partially offset by a decrease in On Location's music business. The increase was also due to new media production deals and to a lesser extent media rights fees. These increases were offset by a decrease in technology platforms and services due to the migration of certain Endeavor Streaming clients.

•

~~Representation~~ increased by $16.1 million, or 2.3%. The increase was primarily driven by an increase in our nonscripted content production business due to content deliveries as well as an increase in our agency business driven primarily by fashion partially offset by the impact of the writers' strike. These increases were also partially offset by the revenue related to the restricted Endeavor Content business recorded in the prior year, which was sold in January 2022.

•

~~Sports Data & Technology~~ ~~increased by $126.0 million, or 119.5%. The increase was primarily driven by OpenBet, which was acquired in September 2022, and growth in existing betting data contracts at IMG ARENA.~~OpenBet.

Direct operating costs

Direct operating costs increased ~~$75.6~~$120.3 million, or ~~14.9%~~16.6%, to ~~$584.0~~$844.6 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The increase was primarily attributable to an increase of ~~$37~~$115 million ~~for betting data costs, $17~~related to WWE, which was acquired in September 2023, and $16 million in connection with the event revenue increases mentioned above, ~~$15 million related to production deals and $15 million related to content deliveries mentioned above. These increases were partially~~which more than offset by the sale of the ~~DBH business~~Academy in ~~September 2022.~~

~~Direct operating costs increased $105.3 million, or 8.8%, to $1,308.3 million for the six months ended~~ June 30, 2023 compared to the six months ended June 30, 2022. The increase was primarily attributable to an increase of $64 million for betting data costs, $32 million in connection with the event revenue increases mentioned above, $16 million related to production deals and $14 million related to content deliveries mentioned above. These increases were partially offset by a decrease related to the sales of the restricted Endeavor Content business and the DBH business recorded in the prior year.2023.

Selling, general and administrative expenses

Selling, general and administrative expenses increased ~~$45.2~~$427.0 million, or ~~7.7%~~63.8%, to ~~$632.7~~$1,096.2 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The increase was principally due to the settlement of the UFC class action lawsuit in the amount of $335.0 million; the inclusion of WWE as well as higher cost of personnel and other operating expenses, including TKO executive compensation and other public company expenses following the TKO Transactions; cost of personnel other than TKO driven by growth in ~~the business, the inclusion of Barrett-Jackson and OpenBet,~~other businesses and the continued investment ahead of the ~~Olympics,~~Olympics; and professional service costs, which ~~began in~~includes our evaluation of strategic alternatives, partially offset by the ~~second half of 2022.~~

Selling, general and administrative expenses increased $174.2 million, or 15.4%, to $1,301.9 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. The increase was principally due to higher cost of personnel, including equity-based compensation of $29 million, driven by growth in the business, the inclusion of Barrett-Jackson and OpenBet, and the continued ramp up aheadsale of the ~~Olympics, as well as increases in professional fees and travel expenses.~~Academy.

~~Insurance recoveries~~

We maintain events cancellation insurance policies for a significant number of our events. For the six months ended June 30, 2022, we recognized $1.0 million of insurance recoveries, 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 $4.5~~increased $89.6 million, or ~~6.9%~~134.2%, to ~~$61.1~~$156.3 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022. Depreciation and amortization decreased $3.8 million, or 2.9%, to $127.8 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.~~March 31, 2023. The ~~decrease~~increase was primarily driven by intangibles acquired through acquisitions partially offset by certain intangible assets becoming fully ~~amortized partially offset by intangibles acquired through acquisitions.~~amortized.

Impairment charges

Impairment charges of $64.2 million for the three months ended March 31, 2024 related to goodwill in our Sports Data & Technology segment.

Interest expense, net

Interest expense, net increased ~~$27.8~~$11.5 million, or ~~44.5%~~13.5% to ~~$90.3~~$96.6 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022. Interest expense, net increased $53.6 million, or 44.0% to $175.4 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.~~March 31, 2023. The increase was primarily driven by higher interest rates offset by lower ~~indebtedness.~~indebtedness, interest on payments under the TRA, and interest expense for finance leases acquired in the WWE acquisition.

Tax receivable agreement liability adjustment

For the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022 and for the six months ended June 30, 2023 and 2022,~~ we recorded ~~adjustments of $10.2 million,~~a $2.4 million ~~$12.5~~expense and a $2.3 million ~~and $(51.1) million,~~reduction, respectively, for the ~~tax receivable agreement~~TRA liability. The adjustments for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 related to a change in estimates related to future TRA payments. The adjustments for the three and six months ended June 30, 2022 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 TRA.

Other (expense) income, ~~(expense),~~ net

Other (expense) income, ~~(expense),~~ net for the three months ended ~~June 30, 2023~~March 31, 2024 was ~~income~~$2.9 million of ~~$741.7 million~~expense compared to ~~expense~~$24.4 million of ~~$6.1 million~~income for the three months ended ~~June 30, 2022.~~March 31, 2023. The expense for the three months ended March 31, 2024 primarily included $6 million for foreign currency transaction losses, partially offset by $1 million of gains from the sale of an equity investment. The income for the three months ended ~~June 30,~~March 31, 2023 primarily included ~~a net gain of $737.0 million from the sale of our Academy business and $4.8~~$10 million for foreign currency transaction ~~gains. The expense for the three months ended June 30, 2022 included $16.1~~gains, $6 million for ~~foreign currency transaction losses offset by $11.7 million of~~ gains ~~from changes in fair value of equity investments.~~

Other income (expense), net for the six months ended June 30, 2023 was income of $766.1 million compared to income of $453.8 million for the six months ended June 30, 2022. The income for the six months ended June 30, 2023 included net gains of $743.1 million from the sales of certain businesses, $3 million of ~~which $737.0 million was from the sale of our Academy business, $14.4 million for foreign currency transaction~~ gains ~~and $6.5 million for~~due to the change in the fair value of forward foreign exchange ~~contracts. The income for the six months ended June 30, 2022 included a gain of $463.6 million for the sale of the restricted Endeavor Content business~~contracts, and ~~$13.3~~$2 million of gains from changes in the fair value of equity ~~investments partially offset by $20.8 million for foreign currency transaction losses.~~investments.

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

For the three months ended ~~June 30, 2023,~~March 31, 2024, we recorded a ~~provision for~~benefit from income taxes of ~~$140.4~~$111.8 million compared to a provision for income taxes of ~~$2.7~~$35.5 million for the three months ended ~~June 30, 2022. For the six months ended June 30, 2023, we recorded a provision for income taxes of $175.9 million compared to a~~March 31, 2023. The tax benefit ~~from income taxes of $14.5 million for the six months ended June 30, 2022. The provision for income taxes~~ for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 differs from tax expense in the same ~~periods~~period in ~~2022~~2023 primarily due to the Zuffa legal settlement of $335 million that resulted in a $69 million discrete tax ~~effects of increased earnings in 2023, largely driven by the gain on sale of the Academy, and an increase~~benefit recognized in the ~~tax rate at EGH, which had a valuation allowance in 2022 partially offset by $22.8 million resulting from a valuation allowance release on certain foreign tax credits. During the six~~three months ended ~~June 30, 2022, the Company released a $53.7 million valuation allowance on certain deferred tax assets while retaining a valuation allowance on a majority of other deferred tax assets.~~March 31, 2024.

Equity losses of affiliates, net of tax

Equity losses of affiliates decreased ~~$26.9~~$4.3 million to ~~$13.0 million and decreased $41.0 million to $19.5~~$2.3 million for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the three ~~and six~~ months ended ~~June 30, 2022.~~March 31, 2023. The losses recorded for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 related primarily to an other-than-temporary impairment charge recorded for one of our equity method investments and our 20% interest we retained in the restricted Endeavor Content business, which we sold in January 2022. The losses recorded for the three and six months ended June 30, 2022 related primarily to our investment in ~~Learfield IMG College.~~Fifth Season.

Net (loss) income attributable to non-controlling interests

Net ~~income~~loss attributable to non-controlling interests was ~~$263.4~~$(166.1) million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to net income ~~attributable~~ to non-controlling interests of ~~$16.4~~$28.2 million for the three months ended ~~June 30, 2022.~~March 31, 2023. The change was primarily ~~driven by the significant increase in net income in the current period~~ due to the ~~recognition~~change in the amount of reported net loss for the three months ended March 31, 2024 versus the reported net income for the three months ended March 31, 2023 as well as the effect of the ~~gain on the sale~~TKO Transactions.

Table of ~~the Academy business.~~Contents

Net income attributable to non-controlling interests was $291.6 million for the six months ended June 30, 2023 compared to net income attributable to non-controlling interests of $214.5 million for the six months ended June 30, 2022. The change was primarily driven by the significant increase in net income in the current period due to the higher gain recognized for the sale of the Academy business.

SEGMENT RESULTS OF OPERATIONS

We classify our business into four reporting segments: Owned Sports Properties; Events, Experiences & Rights; Representation; and Sports Data & Technology. 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.

The following tables display Revenue and Adjusted EBITDA for each of our ~~segments:~~segments for the three months ended March 31, 2024 and 2023:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
(in thousands)	2023			2022			2023			2022			2024			2023
Revenue:
Owned Sports Properties	$	340,088		$	331,930		$	693,377		$	628,619		$	685,425		$	353,289
Events, Experiences & Rights		591,078			567,808			1,391,864			1,348,743			744,897			800,786
Representation		381,149			357,955			731,389			715,276			345,347			350,240
Sports Data & Technology		130,565			60,371			231,424			105,414			90,710			100,859
Eliminations		(6,668	)		(5,549	)		(15,005	)		(11,774	)		(16,095	)		(8,337	)
Total Revenue	$	1,436,212		$	1,312,515		$	3,033,049		$	2,786,278		$	1,850,284		$	1,596,837
Adjusted EBITDA:
Owned Sports Properties	$	179,234		$	161,270		$	364,905		$	310,011		$	298,972		$	185,671
Events, Experiences & Rights		76,583			92,563			184,574			218,564			95,911			107,991
Representation		107,149			111,221			191,355			212,926			65,197			84,206
Sports Data & Technology		13,737			15,554			18,209			22,036			(9,458	)		4,472
Corporate		(71,786	)		(74,253	)		(147,734	)		(142,733	)		(76,536	)		(75,948	)

Owned Sports Properties

The following table sets forth our Owned Sports Properties segment results for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2023			2022			2023			2022			2024			2023
(in thousands)
Revenue	$	340,088		$	331,930		$	693,377		$	628,619		$	685,425		$	353,289
Direct operating costs	$	105,751		$	102,849		$	221,524		$	197,565		$	218,777		$	115,773
Selling, general and administrative expenses	$	55,050		$	67,492		$	107,704		$	120,364		$	169,099		$	52,654
Adjusted EBITDA	$	179,234		$	161,270		$	364,905		$	310,011		$	298,972		$	185,671
Adjusted EBITDA margin		52.7	%		48.6	%		52.6	%		49.3	%		43.6	%		52.6	%

Three months ended ~~June 30, 2023~~March 31, 2024 compared to three months ended ~~June 30, 2022~~March 31, 2023

Revenue for the three months ended ~~June 30, 2023~~March 31, 2024 increased ~~$8.2~~$332.1 million, or ~~2.5%~~94.0%, to ~~$340.1~~$685.4 million, compared to the three months ended ~~June 30, 2022. The increase~~March 31, 2023. WWE, which was ~~driven~~acquired in September 2023, contributed $317 million to the increase. PBR revenue increased $10 million primarily bydue to an increase in ~~UFC of $37 million, which was due to higher live event revenue from having two more events in the current year with live audiences, higher media rights fees~~ticket sales and sponsorships and an increase in ~~commercial PPV. This~~team related revenue. UFC revenue increased $6 million, which was due to an increase ~~was~~in sponsorships, greater live event revenue and increased consumer products licensing revenue, partially offset by ~~$30 million of~~lower revenue ~~related~~from holding one fewer numbered event compared to ~~the DBH business recorded in~~ the prior year ~~which was sold in September 2022.~~period.

Direct operating costs for the three months ended ~~June 30, 2023~~March 31, 2024 increased ~~$2.9~~$103.0 million, or ~~2.8%~~89.0%, to ~~$105.8~~$218.8 million, compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The ~~increase was attributable~~acquisition of WWE in September 2023 contributed $100 million to ~~increases~~the increase. PBR increased $6 million driven by the growth in athlete costs due to different matchups and higher marketing and event expenses primarily from having two additional events with fan attendance in 2023 at UFC and an increase in direct operating costs at PBR. These increases wererevenue partially offset by ~~the sale~~a decrease at UFC of ~~the DBH business in September 2022.~~$3 million.

Selling, general and administrative expenses for the three months ended ~~June 30, 2023 decreased $12.4~~March 31, 2024 increased $116.4 million, or ~~18.4%~~221.2%, to ~~$55.1~~$169.1 million, compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The ~~decrease~~increase was primarily attributable to ~~$14 million~~the inclusion of ~~costs associated with the DBH business,~~WWE, which was ~~sold~~acquired in September ~~2022, partially offset by a slight increase in~~2023, as well as higher cost of personnel ~~to support~~and other operating expenses, including TKO executive compensation and other public company expenses following the ~~growth of the business.~~TKO Transactions.

Adjusted EBITDA for the three months ended ~~June 30, 2023~~March 31, 2024 increased ~~$18.0~~$113.3 million, or ~~11.1%~~61.0%, to ~~$179.2~~$299.0 million, compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The increase in Adjusted EBITDA was primarily driven by an increase in revenue, partially offset by increases in direct operating costs and ~~a decrease in~~ selling, general and administrative ~~expenses, partially offset by an increase in direct operating costs.~~expenses.

~~Six months ended June 30, 2023 compared to six months ended June 30, 2022~~29

Revenue for the six months ended June 30, 2023 increased $64.8 million, or 10.3%, to $693.4 million, compared to the six months ended June 30, 2022. The increase was driven primarily by an increase in UFCTable of $84 million, which was due to higher media rights fees, sponsorship, commercial PPV and event related revenue due to one additional PPV event, as well as three more events with live audiences this year. PBR revenue increased $9 million primarily due to an increase in ticket sales due to greater demand and an increase in revenue from the teams series. These increases were partially offset by $31 million of revenue related to the DBH business recorded in the prior year, which was sold in September 2022.Contents

Direct operating costs for the six months ended June 30, 2023 increased $24.0 million, or 12.1%, to $221.5 million, compared to the six months ended June 30, 2022. The increase at UFC was attributable to increases in athlete costs due to different matchups and higher production, marketing and event expenses from having an additional PPV event, more events held internationally and more events with live audiences than in the prior year. PBR direct operating costs also increased driven by event growth. These increases were partially offset by the sale of the DBH business in September 2022.

Selling, general and administrative expenses for the six months ended June 30, 2023 decreased $12.7 million, or 10.5%, to $107.7 million, compared to the six months ended June 30, 2022. The decrease was primarily attributable to $23 million of costs associated with the DBH business, which was sold in September 2022, partially offset by an increase in cost of personnel to support the growth of the business.

Adjusted EBITDA for the six months ended June 30, 2023 increased $54.9 million, or 17.7%, to $364.9 million, compared to the six months ended June 30, 2022. The increase in Adjusted EBITDA was primarily driven by an increase in revenue and a decrease in selling, general and administrative expenses, partially offset by an increase in direct operating costs.

Events, Experiences & Rights

The following table sets forth our Events, Experiences & Rights segment results for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2023			2022			2023			2022			2024			2023
(in thousands)
Revenue	$	591,078		$	567,808		$	1,391,864		$	1,348,743		$	744,897		$	800,786
Direct operating costs	$	342,419		$	325,797		$	851,394		$	835,428		$	502,582		$	508,975
Selling, general and administrative expenses	$	174,615		$	151,588		$	360,286		$	301,888		$	147,153		$	185,671
Adjusted EBITDA	$	76,583		$	92,563		$	184,574		$	218,564		$	95,911		$	107,991
Adjusted EBITDA margin		13.0	%		16.3	%		13.3	%		16.2	%		12.9	%		13.5	%

Three months ended ~~June 30, 2023~~March 31, 2024 compared to three months ended ~~June 30, 2022~~March 31, 2023

Revenue for the three months ended ~~June 30, 2023 increased $23.3~~March 31, 2024 decreased $55.9 million, or ~~4.1%~~7.0%, to ~~$591.1~~$744.9 million, compared to the three months ended ~~June 30, 2022.~~March 31, 2023. Event and performance revenue ~~increased $19~~decreased $37 million primarily driven by a decrease of $90 million at the Academy due to the sale in June 2023, partially offset by increases from the Super Bowl, the Miami Open, and growth from new and other existing events. The decrease was also driven by media rights, which decreased $15 million, primarily due to ~~Barrett-Jackson, which was acquired~~the biennial Arabian Gulf Cup held in ~~August 2022, increases from the Madrid Open,~~January 2023 and ~~growth at the Academy, partially offset primarily by a decrease~~set to take place in ~~On Location's music business. Media production revenue increased $16 million primarily due to new contracts, including with Major League Soccer. These increases were offset by~~December 2024 as well as a decrease in technology platforms and services ~~of $9 million due to the migration of certain~~at Endeavor ~~Streaming clients.~~Streaming.

Direct operating costs for the three months ended ~~June 30, 2023 increased $16.6~~March 31, 2024 decreased $6.4 million, or ~~5.1%~~1.3%, to ~~$342.4~~$502.6 million, compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The ~~increase~~decrease was due to the ~~increases~~net decreases in related revenue described above.

Selling, general and administrative expenses for the three months ended ~~June 30, 2023 increased $23.0~~March 31, 2024 decreased $38.5 million, or ~~15.2%~~20.7%, to ~~$174.6~~$147.2 million, compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The ~~increase~~decrease was primarily driven by the sale of the Academy in June 2023, partially offset by increased cost of personnel and advertising related to ~~the inclusion of Barrett-Jackson in the current year,~~ the continued investment ahead of the Olympics ~~which began in the second half of 2022~~ and the growth of the business.

Adjusted EBITDA for the three months ended ~~June 30, 2023~~March 31, 2024 decreased ~~$16.0~~$12.1 million, or ~~17.3%~~11.2%, to ~~$76.6~~$95.9 million, compared to the three months ended March 31, 2023. The decrease in Adjusted EBITDA was primarily driven by a decrease in revenue, partially offset by decreases in selling, general and administrative expenses and direct operating costs, primarily due to the sale of the Academy in June ~~30, 2022.~~2023.

Representation

The following table sets forth our Representation segment results for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024			2023
(in thousands)
Revenue	$	345,347		$	350,240
Direct operating costs	$	54,101		$	54,512
Selling, general and administrative expenses	$	226,732		$	211,739
Adjusted EBITDA	$	65,197		$	84,206
Adjusted EBITDA margin		18.9	%		24.0	%

Three months ended March 31, 2024 compared to three months ended March 31, 2023

Revenue for the three months ended March 31, 2024 decreased $4.9 million, or 1.4%, to $345.3 million, compared to the three months ended March 31, 2023. The decrease was primarily attributable to decreases related to our fashion and licensing businesses, partially offset by growth in our agency business in music, talent, sports and comedy.

Direct operating costs for the three months ended March 31, 2024 decreased $0.4 million, or 0.8%, to $54.1 million, compared to the three months ended March 31, 2023. The decrease was primarily attributable to the above mentioned decrease in revenue in our fashion business, partially offset by the increased costs in our marketing business.

Selling, general and administrative expenses for the three months ended March 31, 2024 increased $15.0 million, or 7.1%, to $226.7 million, compared to the three months ended March 31, 2023. The increase was primarily driven by cost of personnel and increased office and travel expenses.

Adjusted EBITDA for the three months ended March 31, 2024 decreased $19.0 million, or 22.6%, to $65.2 million, compared to the three months ended March 31, 2023. The decrease in Adjusted EBITDA was primarily driven by an increase in selling, general and administrative expenses and ~~direct operating costs, partially offset by an increase~~a decrease in revenue.

~~Six months ended June~~ 30 ~~2023 compared to six months ended June 30, 2022~~

Revenue for the six months ended June 30, 2023 increased $43.1 million, or 3.2%, to $1,391.9 million, compared to the six months ended June 30, 2022. Event and performance revenue increased $41 million primarily due to Barrett-Jackson, which was acquired in August 2022, increases from tennis events, including the Madrid Open and Miami Open, and growth at the Academy, partially offset by a decrease in On Location's music business. Media production revenue and Media rights fees increased $19 million primarily due to new contracts, including with Major League Soccer. These increases were offset by a decrease in technology platforms and servicesTable of ~~$16 million due to the migration of certain Endeavor Streaming clients.~~Contents

Direct operating costs for the six months ended June 30, 2023 increased $16.0 million, or 1.9%, to $851.4 million, compared to the six months ended June 30, 2022. The increase was due to the increases in related revenue described above.

Selling, general and administrative expenses for the six months ended June 30, 2023 increased $58.4 million, or 19.3%, to $360.3 million, compared to the six months ended June 30, 2022. The increase was primarily driven by increased cost of personnel related to the inclusion of Barrett-Jackson in the current year, the continued investment ahead of the Olympics, which began in the second half of 2022 and the growth of the business.

Adjusted EBITDA for the six months ended June 30, 2023 decreased $34.0 million, or 15.6%, to $184.6 million, compared to the six months ended June 30, 2022. The decrease in Adjusted EBITDA was primarily driven by an increase selling, general and administrative expenses and direct operating costs, partially offset by an increase in revenue.

~~Representation~~

~~The following table sets forth our Representation segment results for three and six months ended June 30, 2023 and 2022:~~

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

(in thousands)

Revenue

$
381,149

$
357,955

$
731,389

$
715,276

Direct operating costs

$
73,346

$
51,678

$
127,858

$
121,451

Selling, general and administrative expenses

$
200,220

$
194,953

$
411,959

$
380,835

Adjusted EBITDA

$
107,149

$
111,221

$
191,355

$
212,926

Adjusted EBITDA margin

28.1
%

31.1
%

26.2
%

29.8
%

~~Three months ended June 30, 2023 compared to three months ended June 30, 2022~~

Revenue for the three months ended June 30, 2023 increased $23.2 million, or 6.5%, to $381.1 million, compared to the three months ended June 30, 2022. The increase was primarily attributable to an increase of $19 million related to our nonscripted content production business due primarily to the delivery of season 5 of The Wall. The remainder of the increase was due to our marketing and experiential business due to new projects and increased corporate spending as well as an increase in our fashion business partially offset by the impact of the writers’ strike on our talent business.

Direct operating costs for the three months ended June 30, 2023 increased $21.7 million, or 41.9%, to $73.3 million, compared to the three months ended June 30, 2022. The increase was primarily due to the increases in related revenue described above.

Selling, general and administrative expenses for the three months ended June 30, 2023 increased $5.3 million, or 2.7%, to $200.2 million, compared to the three months ended June 30, 2022. The increase was primarily driven by cost of personnel to support the growth of the business.

Adjusted EBITDA for the three months ended June 30, 2023 decreased $4.1 million, or 3.7%, to $107.1 million, compared to the three months ended June 30, 2022. The decrease in Adjusted EBITDA was driven by the increases in selling, general and administrative expenses and direct operating costs, partially offset by an increase in revenue, which includes the impact of the writers' strike.

~~Six months ended June 30, 2023 compared to six months ended June 30, 2022~~

Revenue for the six months ended June 30, 2023 increased $16.1 million, or 2.3%, to $731.4 million, compared to the six months ended June 30, 2022. The increase was primarily attributable to the $16 million related to our nonscripted content production business due to deliveries of shows such as season 5 of The Wall, as well as an increase of $12 million related to our agency business driven primarily by fashion partially offset by the impact of the writers' strike. These increases were partially offset by the $14 million of revenue related to the restricted Endeavor Content business recorded in the prior year, which was sold in January 2022.

Direct operating costs for the six months ended June 30, 2023 increased $6.4 million, or 5.3%, to $127.9 million, compared to the six months ended June 30, 2022. The increase was primarily attributable to the above mentioned increases in revenue in our non-scripted and fashion businesses partially offset by the sale of the restricted Endeavor Content business.

Selling, general and administrative expenses for the six months ended June 30, 2023 increased $31.1 million, or 8.2%, to $412.0 million, compared to the six months ended June 30, 2022. The increase was primarily driven by cost of personnel and increased travel expenses.

Adjusted EBITDA for the six months ended June 30, 2023 decreased $21.6 million, or 10.1%, to $191.4 million, compared to the six months ended June 30, 2022. The decrease in Adjusted EBITDA was driven by the increases in selling, general and administrative expenses and direct operating costs, partially offset by an increase in revenue, which includes the impact of the writers' strike.

Sports Data & Technology

The following table sets forth our Sports Data & Technology segment results for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2023			2022			2023			2022			2024			2023
(in thousands)
Revenue	$	130,565		$	60,371		$	231,424		$	105,414		$	90,710		$	100,859
Direct operating costs	$	70,134		$	33,607		$	124,286		$	60,295		$	56,596		$	54,152
Selling, general and administrative expenses	$	46,695		$	11,202		$	88,700		$	23,074		$	43,677		$	42,005
Adjusted EBITDA	$	13,737		$	15,554		$	18,209		$	22,036		$	(9,458	)	$	4,472
Adjusted EBITDA margin		10.5	%		25.8	%		7.9	%		20.9	%		-10.4	%		4.4	%

Three months ended ~~June 30, 2023~~March 31, 2024 compared to three months ended ~~June 30, 2022~~March 31, 2023

Revenue for the three months ended ~~June 30, 2023 increased $70.2~~March 31, 2024 decreased $10.1 million, or ~~116.3%~~10.1%, to ~~$130.6~~$90.7 million, compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The ~~increase~~decrease was primarily driven by ~~OpenBet, which was acquired in September 2022, and growth in existing betting data contracts~~the loss of certain rights at IMG ~~ARENA.~~ARENA, partially offset by growth across clients at OpenBet.

Direct operating costs for the three months ended ~~June 30, 2023~~March 31, 2024 increased ~~$36.5~~$2.4 million, or ~~108.7%~~4.5%, to ~~$70.1~~$56.6 million, compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The increase was primarily driven by ~~costs associated with the revenue growth described above, as well as new~~ betting data costs ~~in advance of the sales cycle~~ at IMG ~~ARENA.~~

ARENA and revenue growth at OpenBet.

Selling, general and administrative expenses for the three months ended ~~June 30, 2023~~March 31, 2024 increased ~~$35.5~~$1.7 million, or ~~316.8%,~~4.0%. to ~~$46.7~~$43.7 million, compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The increase was primarily due to the ~~inclusion of OpenBet, which was acquired~~increases in ~~September 2022.~~technology costs and travel expenses.

Adjusted EBITDA for the three months ended ~~June 30, 2023~~March 31, 2024 decreased ~~$1.8~~$13.9 million, or ~~11.7%~~311.5%, to ~~$13.7~~$(9.5) million, compared to the three months ended ~~June 30, 2022.~~March 31, 2023. The decrease in Adjusted EBITDA ~~benefited from the inclusion of OpenBet but was more than offset by the new betting data costs at IMG ARENA that were incurred in advance of the sales cycle.~~

~~Six months ended June 30, 2023 compared to six months ended June 30, 2022~~

~~Revenue for the six months ended June 30, 2023 increased $126.0 million, or 119.5%, to $231.4 million, compared to the six months ended June 30, 2022. The increase~~ was primarily driven by ~~OpenBet, which was acquired~~a decrease in ~~September 2022,~~revenue, primarily due to IMG ARENA, and ~~growth~~increases in ~~existing betting data contracts at IMG ARENA.~~

~~Direct~~direct operating costs for the six months ended June 30, 2023 increased $64.0 million, or 106.1%, to $124.3 million, compared to the six months ended June 30, 2022. The increase was primarily driven by costs associated with the revenue growth described above, as well as new betting data costs in advance of the sales cycle at IMG ARENA.

~~Selling,~~and selling, general and administrative expenses for the six months ended June 30, 2023 increased $65.6million, or 284.4%, to $88.7 million, compared to the six months ended June 30, 2022. The increase was primarily due to the inclusion of OpenBet, which was acquired in September 2022.

Adjusted EBITDA for the six months ended June 30, 2023 decreased $3.8 million, or 17.4%, to $18.2 million, compared to the six months ended June 30, 2022. Adjusted EBITDA benefited from the inclusion of OpenBet but was more than offset by the new betting data costs at IMG ARENA that were incurred in advance of the sales cycle.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 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 six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2023			2022			2023			2022			2024			2023
(in thousands)
Adjusted EBITDA	$	(71,786	)	$	(74,253	)	$	(147,734	)	$	(142,733	)	$	(76,536	)	$	(75,948	)

Adjusted EBITDA for the three months ended ~~June 30, 2023 improved $2.5~~March 31, 2024 decreased $0.6 million, or ~~3.3%~~0.8%, to ~~$(71.8)~~$(76.5) million, compared to the three months ended ~~June 30, 2022. The improvement was driven by lower cost of personnel.~~

Adjusted EBITDA for the six months ended June 30, 2023 decreased $5.0 million, or 3.5%, to $(147.7) million, compared to the six months ended June 30, 2022. The decline was driven by an increase in travel and entertainment expenses and other administrative expenses.

March 31, 2023.

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 and settlements, restructuring, severance and impairment charges, certain non-cash fair value adjustments, certain equity earnings ~~net gains on the sale of businesses, tax receivable agreement~~(losses), TRA liability adjustment, and certain other items, 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 and the ~~tax receivable agreement,~~TRA, which may not be comparable with other companies based on our tax and corporate structure.

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

Adjusted EBITDA and Adjusted EBITDA margin 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 and Adjusted EBITDA margin 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.

Table of Contents

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

Adjusted EBITDA and Adjusted EBITDA margin 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 income (loss) 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 and Adjusted EBITDA margin 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 and Adjusted EBITDA margin 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.

Adjusted EBITDA


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
(in thousands)	2023			2022			2023			2022			2024			2023
Net income	$	666,535		$	42,220		$	702,790		$	559,886
Provision for (benefit from) income taxes		140,441			2,699			175,911			(14,535	)
Net (loss) income													$	(303,471	)	$	36,255
(Benefit from) provision for income taxes														(111,834	)		35,470
Interest expense, net		90,307			62,505			175,404			121,777			96,559			85,097
Depreciation and amortization		61,078			65,612			127,829			131,606			156,349			66,751
Equity-based compensation expense (1)		61,760			60,607			140,451			111,463			61,683			78,691
Merger, acquisition and earn-out costs (2)		16,381			14,568			30,915			27,362			25,556			14,534
Certain legal costs (3)		1,489			8,598			3,911			9,600			11,302			2,422
Legal settlement (4)														335,000			—
Restructuring, severance and impairment ~~(4)~~(5)		13,736			1,442			21,936			1,960			92,652			8,200
Fair value adjustment - equity investments ~~(5)~~(6)		(68	)		(11,691	)		(781	)		(13,344	)		(120	)		(713	)
Equity method losses - Learfield IMG College and Endeavor Content (6)		6,580			41,511			15,103			65,915
Net gain on sale of the restricted Endeavor Content business(7)		—			—			—			(463,641	)
Net gain on sale of the Academy business(8)		(736,978	)		—			(736,978	)		—
Tax receivable agreement liability adjustment (9)		(10,174	)		(2,405	)		(12,518	)		51,092
Other (10)		(6,170	)		20,689			(32,664	)		31,663
Equity method losses - Fifth Season (7)														3,734			8,523
Tax receivable agreement liability adjustment (8)														2,444			(2,344	)
Other (9)														4,232			(26,494	)
Adjusted EBITDA	$	304,917		$	306,355		$	611,309		$	620,804		$	374,086		$	306,392
Net income margin		46.4	%		3.2	%		23.2	%		20.1	%
Net (loss) income margin														(16.4	%)		2.3	%
Adjusted EBITDA margin		21.2	%		23.3	%		20.2	%		22.3	%		20.2	%		19.2	%

(1)

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

The decrease for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 was primarily due to awards granted at the IPO under the Endeavor Group Holdings, Inc.'s 2021 Incentive Award Plan becoming fully vested partially offset by awards granted under the new TKO equity plan and the WWE plan assumed in connection with the TKO Transactions. Equity-based compensation was recognized in all segments and Corporate for three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

(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 retain our employees.

Such costs for the three months ended ~~June 30, 2023~~March 31, 2024 primarily related to professional advisor costs, which were approximately ~~$14~~$22 million and ~~primarily~~includes approximately $17 million of costs related to our evaluation of strategic alternatives, and related to our Representation and Owned ~~Sport~~Sports Properties ~~segment.~~segments and Corporate. Fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments were approximately $2$4 million, which primarily related to our Events, Experiences & Rights, Representation and Sports Data & Technology segments.

Such costs for the three months ended ~~June 30, 2022~~March 31, 2023 primarily related to fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments of approximately $8 million, which primarily related to our Events, Experiences & Rights and Representation ~~segment.~~segments. Professional advisor costs were approximately ~~$7 million and related to all of our segments.~~

Such costs for the six months ended June 30, 2023 primarily related to professional advisor costs, which were approximately $25 million and primarily related to our Owned Sport Properties segment and Corporate. Fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments were approximately $6 million, which primarily related to our Events, Experiences & Rights, Representation and Sports Data & Technology segments.

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$5 million and related to all of our segments.

(3)

Includes costs related to certain litigation or regulatory matters in ~~each of~~ our Owned Sport Properties and Events, Experiences & Rights segments and Corporate.

(4)

Relates to a legal settlement in our Owned Sports Properties segment.

(5)

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

Such costs for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 primarily ~~relates~~relate to ~~a loss~~the goodwill impairment charge in our Sports Data & Technology segment, the impairment of ~~approximately $9 million due to~~ an ~~other-than-temporary impairment for one of our equity method investments, which related to our Events, Experiences & Rights segment; and the restructuring expenses~~asset in our Events, Experiences & Rights segment, and ~~Representation segments and Corporate.~~the restructuring expenses in all of our segments.

Such costs for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 primarily ~~relates~~relate to ~~a write off of an asset in Corporate and~~ the restructuring expenses in our Events, Experiences & Rights and Representation segments.

~~(5)~~(6)

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

~~(6)~~(7)

Relates to ~~equity method~~our share of losses ~~from the 20% interest we retained~~for our investment in ~~the restricted Endeavor Content business, which we sold in January 2022.~~ Fifth Season.

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(8)

For the three months ended March 31, 2024 and ~~six months ended June 30, 2022, also related to equity method losses from our investment in Learfield IMG College.~~

~~(7)~~

~~Relates to the gain recorded~~2023, includes a $2.4 million expense and a $2.3 million benefit for the ~~sale of the restricted Endeavor Content business, net of transactions costs of $15.0 million, which were contingent on the sale closing.~~

~~(8)~~

~~Relates to the gain recorded for the sale of the Academy business, net of transactions costs of $5.5 million, which were contingent on the sale closing.~~

~~(9)~~

~~For the three and six months ended June 30, 2023, the adjustment for the tax receivable agreement~~TRA liability related to a change in estimates ofrelated to future TRA payments.

For the three and six months ended June 30, 2022, the adjustment for the tax receivable agreement 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 TRA.

~~(10)~~(9)

For the three months ended ~~June 30, 2023,~~March 31, 2024, other ~~costs were~~was comprised primarily of ~~gains~~losses of approximately $5$6 million on foreign currency exchange transactions, which related to all of our segments and Corporate; and a gain of approximately $3$1 million ~~related to~~from the ~~change in the fair value~~sale of ~~forward foreign exchange contracts,~~an equity investment, which related ~~primarily~~ to ~~our Events, Experiences & Rights segment and~~ Corporate.

For the three months ended June 30, 2022, other costs were comprised primarily of losses of approximately $17 million on foreign currency exchange transactions, which related to all of our segments and Corporate and approximately $2 million related to non-cash fair value adjustments of embedded foreign currency derivatives, which related primarily to our Events, Experiences & Rights segment.

~~For the six months ended June 30,~~March 31, 2023, other ~~costs were~~was comprised primarily of gains of approximately ~~$14~~$10 million on foreign currency exchange transactions, which related to all of our segments and Corporate; gains of approximately $6 million on the sales of certain businesses, which related to our Events, Experiences & Rights segment; a gain of approximately $6$5 million from the resolution of a contingency; and a gain of approximately $3 million related to ~~the~~ change in the fair value of forward foreign exchange contracts, which related to our Events, Experiences & Rights segment and Corporate; gains of approximately $6 million on the sales of certain businesses, which relates to our Events, Experiences & Rights segment; and a gain of approximately $5 million from the resolution of a contingency.

For the six months ended June 30, 2022, other costs were comprised primarily of losses of approximately $22 million on foreign currency exchange transactions, which related to all of our segments and Corporate, approximately $1 millionrelated 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.Corporate.

LIQUIDITY AND CAPITAL RESOURCES

Historical liquidity and capital resources

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 been funded primarily through equity contributions from our pre-IPO institutional investors, the issuance of long-term debt and proceeds from our ~~initial public offering~~IPO and other sales of our equity.

Debt facilities

As of ~~June 30, 2023,~~March 31, 2024, we had an aggregate of $5.0 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") and UFC Holdings, LLC’s term loan and revolving credit facilities (the "UFC Credit Facilities" and, collectively with the Credit Facilities, the "Senior Credit Facilities"). As of ~~June 30, 2023,~~March 31, 2024, we had total borrowing capacity of $405 million under the Senior Credit Facilities, of which approximately $376 million was available to borrow.

Credit Facilities

As of ~~June 30, 2023,~~March 31, 2024, we ~~have~~had borrowed an aggregate of ~~$2.3~~$2.2 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~~Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment (as defined in the credit agreement), or the Alternate Base Rate (the "ABR") plus ~~in each case,~~ an applicable margin. ~~LIBOR~~SOFR term loans accrue interest at a rate equal to ~~adjusted LIBOR~~SOFR plus 2.75%, with a ~~LIBOR~~SOFR 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~~SOFR for a one-month interest period plus 1.00% and (d) 1.00%, plus (ii) 1.75%~~. In June 2023, we executed an amendment of the First Lien Term Loan to replace adjusted LIBOR with SOFR plus a credit spread adjustment (as defined in the credit agreement)~~. The term loans under the Credit Facilities include 1% principal amortization payable in equal quarterly installments and mature on May 18, 2025. ~~In July 2023, we repaid $32.0 million of term loans under the Credit Facilities.~~

In May 2019, we executed $1.5 billion in interest rate hedges to swap a portion of our debt from floating interest expense to fixed. ~~The~~Originally, the LIBOR portion of the facility had been fixed at a coupon of 2.12% for five years commencing from June 2019 until June 2024. In June 2023, we executed amendments to transition the interest rate swaps from LIBOR to SOFR with a new average fixed coupon of approximately 2.05% effective July 31, 2023. In August 2022, we entered into $750 million of an additional interest rate hedge to swap a portion of our debt from floating interest expense to fixed. ~~The~~Originally, the LIBOR portion of the facility had been fixed at a coupon of 3.162% commencing from August 2022 until August 2024. In June 2023, we executed an amendment to transition the interest rate swap from LIBOR to SOFR with a new fixed coupon of approximately 3.10% effective July 31, 2023. As of ~~June 30, 2023, approximately 98% of~~March 31, 2024, our term loans under the Credit Facilities are fully hedged. See Note 10, "Debt" to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for further detail on the Credit Facilities.

As of ~~June 30, 2023,~~March 31, 2024, 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.~~million. Revolving credit facility borrowings under the Credit Facilities bear interest at a variable interest rate equal to either, at our option, ~~adjusted LIBOR~~SOFR plus a credit spread adjustment, or the ABR plus ~~in each case,~~ an applicable margin. ~~LIBOR~~SOFR revolving loans accrue interest at a rate equal to ~~adjusted LIBOR~~SOFR plus 2.00-2.50%, depending on the First Lien Leverage Ratio, with a ~~LIBOR~~SOFR 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~~SOFR 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. ~~In April 2023, we executed an amendment to replace adjusted LIBOR with SOFR.~~ 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. As of ~~June 30, 2023,~~March 31, 2024, we had no borrowings outstanding under this revolving credit facility and outstanding letters of credit of ~~$19.5~~$28.9 million. ~~The~~In May 2024, we entered into an amendment to extend the maturity date of this revolving credit facility ~~matures on~~from November 18, ~~2024.~~2024 to April 2, 2025. Additionally, we increased the borrowing capacity under this revolving credit facility by an additional $50.0 million.

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 June 30, 2023,~~as of March 31, 2024, as we had no borrowings outstanding under this revolving credit facility.

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 ~~June 30, 2023,~~March 31, 2024, we ~~have~~had borrowed an aggregate of $2.7 billion of first lien term loans under the UFC Credit Facilities. Borrowings under the UFC Credit Facilities bear interest at a variable interest rate equal to either, at our option, ~~adjusted LIBOR~~SOFR plus a credit spread adjustment (as defined in the UFC credit agreement), or the ABR plus ~~in each case,~~ an applicable margin. ~~LIBOR~~SOFR term loans accrue interest at a rate equal to ~~an adjusted LIBOR~~SOFR plus 2.75%-3.00%, depending on the First Lien Leverage Ratio, in each case with a ~~LIBOR~~SOFR 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~~SOFR for a one-month interest period plus 1.00% and (d) 1.75%, plus (ii) 1.75%-2.00%~~. In June 2023, we executed an amendment of the First Lien Term Loans to replace adjusted LIBOR with SOFR plus a credit spread adjustment (as defined in the UFC credit agreement)~~. 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 10, "Debt" to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for further detail on the UFC Credit Facilities.

As of ~~June 30, 2023,~~March 31, 2024, 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.

The UFC Credit Facilities also include a revolving credit facility, which has $205.0 million of total borrowing capacity and ~~letter~~letters of credit ~~and swingline loan sub-limits of~~ up to $40.0 ~~million and $15.0 million, respectively.~~million. Revolving credit facility borrowings under the UFC Credit Facilities bear interest at a variable interest rate equal to either, at our option, ~~adjusted LIBOR~~SOFR plus a credit spread adjustment or ABR plus ~~in each case,~~ an applicable margin. ~~LIBOR~~SOFR revolving loans accrue interest at a rate equal to ~~an adjusted LIBOR~~SOFR plus ~~3.50-4.00%~~2.75-3.00%, depending on the First Lien Leverage Ratio, in each case with a ~~LIBOR~~SOFR 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~~SOFR 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. ~~In April 2023, we executed an amendment to replace adjusted LIBOR with SOFR.~~ 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 ~~June 30, 2023,~~March 31, 2024, we had no borrowings outstanding under this revolving credit facility and ~~outstanding~~no letters of credit outstanding. In April 2024, TKO borrowed $150.0 million under this revolving credit facility to fund a repurchase of ~~$10.0 million. The revolving~~its Class A common stock. In May 2024, we entered into an amendment to extend the maturity of this credit facility ~~under the UFC Credit Facilities matures on~~from October 29, ~~2024.~~2024 to October 29, 2025.

The revolving credit 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 June 30, 2023,~~as of March 31, 2024, 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 ~~June 30, 2023,~~March 31, 2024, we had certain other revolving line of credit facilities and long-term debt liabilities, primarily related to On Location, with total committed amounts of $62.9 million, of which ~~$34.9 million~~none was outstanding and ~~$28.0~~$54.5 million was available for borrowing based on the supporting asset base. Such facilities have maturity dates in 2025, bearing interest at rates of 2.75% plus ~~LIBOR. In June 2023, we executed amendments to the other revolving line of credit facilities to replace LIBOR with~~ SOFR.

Our On Location revolving credit agreement 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 Credit Facility"). As of ~~June 30, 2023,~~March 31, 2024, we had ~~$16.9 million~~no borrowings outstanding under the OL Credit Facility and no letters of credit outstanding. The OL Credit Facility matures on 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. The OL Credit Facility contains restrictions that are substantially similar to those in the Credit Facilities and the UFC Credit Facilities.

The OL Credit Facility is subject to a financial covenant if greater than 40% of the borrowing capacity is utilized (excluding cash collateralized letters of credit and non-cash collateralized letters of credit of up to $2.0 million) at the end of each quarter. This covenant was not applicable ~~on June 30, 2023,~~ as ~~borrowings were less than 40%.~~

~~In July 2023,~~of March 31, 2024, as we ~~repaid $16.9 million for~~had no borrowings outstanding under ~~the OL~~this revolving credit ~~agreement as well as paid $18.0 million outstanding under other debt arrangements.~~facility.

Cash Flows Overview

~~Six~~Three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~

Six Months Ended June 30,

(in thousands)

2023

2022

Net cash provided by operating activities

$
193,313

$
213,046

Net cash provided by investing activities

$
861,398

$
123,154

Net cash (used in) provided by financing activities

$
(163,869
)

$
7,196


	Three Months Ended March 31,
(in thousands)	2024			2023
Net cash (used in) provided by operating activities	$	(136,267	)	$	96,722
Net cash used in investing activities	$	(72,247	)	$	(74,120	)
Net cash used in financing activities	$	(131,544	)	$	(89,862	)

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Cash ~~provided in~~from operating activities ~~decreased~~declined from ~~$213.0~~$96.7 million of cash provided in the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 to ~~$193.3~~$(136.3) million of cash ~~provided~~used in the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024. Cash used in the three months ended March 31, 2024 was primarily due to a net loss of $303.5 million, which included non-cash items of $187.3 million, the increase in accounts receivable of $153.9 million due to timing of events, such as Miami Open, the sales cycle for IMG ARENA data rights, as well as timing of collections from customers, the increase in other assets of $99.3 million due to media rights costs and the Olympics, and the payments under the TRA of $93.6 million, partially offset by the increase in accrued liabilities and other liabilities of $370.1 million primarily due to the settlement of the UFC class action lawsuit in the amount of $335.0 million. Cash provided in the ~~six~~three months ended ~~June 30,~~March 31, 2023 was primarily due to net income of $702.8 million, which included the gain on sale of the Academy business and non-cash items of $326.0 million offset by increases in other assets of $150.1 million and other current assets of $120.3 million primarily due to the advanced payments made by us in the buildup to the Olympics. Cash provided in the six months ended June 30, 2022 was primarily due to net income of $559.9$36.3 million, which included non-cash items of ~~$97.6~~$158.1 million, offset by the increase in accounts receivable of ~~$242.3~~$73.4 million due to timing of events, such as Super Bowl LVII, NCAA March Madness and Miami Open, as well as timing of collections from customers, and other assets of $55.2 million due to the ~~timing of events and~~buildup to 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.~~

Olympics.

Investing activities ~~changed~~increased from ~~$123.2~~$(74.1) million of cash ~~provided~~used in the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 to ~~$861.4~~$(72.2) million of cash ~~provided~~used in the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024. Cash ~~provided~~used in the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 primarily ~~reflects net~~reflected payments for capital expenditures and investments in non-controlled affiliates totaling $84.4 million partially offset by cash proceeds received from the sale of ~~businesses~~assets of ~~$1.077 billion,~~$11.0 million. Cash used in the three months ended March 31, 2023 primarily ~~driven by the sale of the Academy business, offset by~~reflected payments for acquisitions of businesses, capital expenditures and investments in non-controlled affiliates totaling ~~$221.1 million. Cash provided in the six months ended June 30, 2022 primarily reflects net~~$86.2 million partially offset by cash proceeds received from the sale of ~~the restricted Endeavor Content business~~certain businesses and assets of ~~$649.7 million offset by payments for acquisitions of businesses, capital expenditures and investments in non-controlled affiliates totaling $528.1~~$10.5 million.

Financing activities ~~changed~~increased from ~~$7.2 million of cash provided in the six months ended June 30, 2022 to $(163.9)~~$(89.9) million of cash used in the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2023 to $(131.5) million of cash used in the three months ended March 31, 2024. Cash used in the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 primarily ~~reflects~~reflected payments for ~~debt, acquisition of non-controlling interests,~~ the tax receivable agreement, dividends and debt of $62.5 million, $27.1 million and $25.3 million, respectively. Cash used in the three months ended March 31, 2023 primarily reflected payments under the TRA, distributions and debt of ~~$78.0 million, $43.8 million,~~ $37.5 million, $26.3 million and ~~$33.7~~$22.2 million, respectively, partially offset by borrowings of debt of $49.9 million. Cash provided in the six months ended 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.

respectively.

Future sources and uses of liquidity

Our sources of liquidity are (1) cash on hand, (2) cash flows from operations, and (3) available borrowings under our Senior Credit Facilities (which borrowings would be subject to certain restrictive covenants contained therein). 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.

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 and earn-outs and deferred purchase price payments from prior acquisitions, (3) pay operating expenses, including cash compensation to our employees, (4) fund capital expenditures, (5) fund any additional purchases or repurchases of TKO Class A common stock, (6) pay the settlement of the Zuffa class action lawsuit, (7) pay interest and principal when due on our Senior Credit Facilities, ~~(6)~~(8) pay quarterly dividends as required per the Merger Agreement, (9) make payments under the ~~tax receivable agreement, (7)~~TRA, (10) pay income taxes, ~~(8)~~(11) make distributions to members, and ~~(9)~~(12) reduce our outstanding indebtedness under our Senior Credit Facilities.

~~We may also use~~Based on our ~~cash to effect equity repurchases~~current expectations, we believe that the sources of our Class A common stock under our stock repurchase authorization and/or to pay cash dividends. On May 7, 2023, we approved an event-driven repurchase authorization that permits us to repurchase shares of our Class A common stock in an aggregate amount of up to $300 million, subject to and contingent upon the sale of our Academy business and the receipt of proceeds therefrom. Any such repurchases may be made at any time and from time to time in the open market, by block purchases, in privately negotiated transactions or in such other manner as determined by the Company with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs. This share repurchase authorization has no expiration and may be modified, suspended or terminated at any time at our discretion and does not obligate us to acquire any particular amount of shares. We also anticipate making quarterly cash dividends of up to $25 million. The dividends would be paid from Endeavor Operating Company to its common unit holders, including EGH, which, in turn, would dividend its portion of such dividends to holders of shares of our Class A common stock. Any future declaration, amount and payment of dividendsliquidity will be atsufficient to fund our ~~sole discretion and depend upon factors, such as our results of operations, financial condition, earnings,~~working capital requirements ~~restrictions in~~and to meet our commitments, including long-term debt agreements and legal requirements. Although we currently intend to pay regular quarterly cash dividends, we cannot provide any assurances that any regular dividends will be paid in any specified amount orservice, for at ~~any particular frequency, if at all.~~

least the next 12 months. The term loans under the Credit Facilities of $2.2 billion mature on May 18, 2025. We expect to close the Merger-Related Transactions in advance of the maturity date expiration and anticipate that these term loans will be repaid as part of the Merger-Related Transactions or we otherwise anticipate refinancing. In the event the Merger-Related Transactions do not close by the maturity date or if we are unable to refinance or otherwise extend prior to maturity, we do not expect to have sufficient cash on hand to repay these term loans under the ~~Senior~~Credit Facilities.

For the UFC Credit Facilities, we expect to refinance prior to the maturity of the outstanding loans ~~with the first~~prior to their maturity ~~for outstanding term loans under the Senior Credit Facilities occurring~~ in ~~2025.~~2026. 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~~macro-economic factors beyond our control.

Tax ~~distributions~~Distributions by Endeavor Operating Company

Other than as described above and below, we expect to retain all our future earnings for use in the operation and expansion of our business.

Subject to funds being legally available ~~we expect that~~and certain exceptions, the operating agreement of Endeavor Operating Company ~~will make~~generally provides for 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 Profits Units. Further, there are no assurances that Endeavor Operating Company will make distributions sufficient to cover the taxes on its members allocable share of taxable income, and in some cases, Endeavor Operating Company may not make distributions sufficient for some or all of Endeavor Operating Company’s equity holders to pay such taxes. The operating agreement of Endeavor Operating Company includes provisions that permit (at the direction of its managing member) Endeavor Operating Company to cap the tax distributions that it makes in respect of a particular period by reference to the aggregate taxable income and gain during such period and an assumed tax rate.

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Tax Receivable Agreement

Generally, we are required under the ~~tax receivable agreement~~TRA to make payments to certain persons that held direct or indirect interest in EOC and UFC Parent prior to the IPO ("TRA 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 agreement.~~TRA. 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. Payments under the ~~tax receivable agreement~~TRA 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 agreement~~TRA will vary depending upon a number of factors, including tax rates in effect, as well as the amount, character and timing of the taxable income of EGH in the future. As of ~~June 30, 2023,~~March 31, 2024, we had a ~~tax receivable agreement~~TRA liability of ~~$993.4~~$839.2 million recorded for all exchanges that have occurred as of this date.

Under the ~~tax receivable agreement,~~TRA, as a result of certain types of transactions or occurrences, including a transaction resulting in a ~~change~~Change of ~~control~~Control (as defined in the TRA) or a material breach of our obligations under the ~~tax receivable agreement,~~TRA, 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 agreement,~~TRA, calculated utilizing assumptions set forth in the ~~tax receivable agreement.~~TRA. If the payments under the ~~tax receivable agreement~~TRA 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 agreement~~TRA 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 Accounting Policies and Estimates" of Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our ~~2022~~2023 Annual Report. During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, 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 in the ~~2022~~2023 Annual Report.

Goodwill is tested annually as of October 1 for impairment and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount of goodwill may not be recoverable. During the ~~second~~first quarter, we performed an interim impairment test for ~~one~~certain of our reporting units, ~~included in the Events, Experiences & Rights segment,~~ the result of which was ~~the fair value not substantially exceeding the carrying value.~~an impairment charge of $64.2 million recorded within our Sports Data & Technology segment. A continued decline in the results of this reporting unit or others could result in an additional impairment charge in the future.

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.

Item 3. Quantitative and Qualitative Disclosures 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. $2.25 billion of our Senior Credit Facilities have been swapped to fixed rates. For the remainder, holding debt levels constant as of ~~June 30, 2023,~~March 31, 2024, a 1% increase in the effective interest rates would have increased our annual interest expense by ~~$28~~$27 million.

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 ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, revenues would have decreased by approximately ~~$66.3~~$26.3 million and operating ~~income~~loss would have improved by approximately ~~$2.2~~$6.4 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.

Credit risk

We maintain our cash and cash equivalents with various major banks and other high-quality financial institutions, and our deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions and, in the event of failure of any of the financial institutions where we maintain our cash and cash equivalents or any inability to access or delays in our ability to access our funds could adversely affect our business and financial position.

Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

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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 our Chief Executive Officer and our 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, our 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 ~~June 30, 2023.~~March 31, 2024.

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 ~~June 30, 2023~~March 31, 2024 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 16 to our unaudited consolidated financial statements included elsewhere in this Quarterly ~~Report.~~Report, which is incorporated herein by reference.

Item 1A. Risk Factors

Our business, financial condition and operating results can be affected by a number of factors, whether ~~current~~currently 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 I, Item 1A. "Risk Factors" in our ~~2022~~2023 Annual ~~Report and Part II,~~ ~~Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as supplemented by the risk factors below.~~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 2023 Annual Report.

Risks Related to ~~Our Business~~the Merger

We will require a significant amount of cash to service our indebtedness. Our ~~clients~~ability to generate cash for, make payments on or refinance our indebtedness as it becomes due depends on many factors, some of which are ~~members~~beyond our control.

Our ability to make payments on, or to refinance our respective obligations under, our indebtedness will depend on future operating performance and on economic, financial, competitive, legislative, regulatory, and other factors. Many of these factors are beyond our control. Additionally, the terms of the UFC Credit Facilities restrict the ability of the UFC subsidiaries to make distributions to us, which may limit us from using funds from the UFC subsidiaries to make payments on our indebtedness under the Credit Facilities. Our consolidated cash balance also includes cash from other consolidated non-wholly owned entities. These businesses may have restrictions in their ability to distribute cash to the rest of the Company, including under the terms of applicable operating agreements or debt agreements, which may require the approval of certain ~~unions~~of our investors and/or the governing bodies of certain of our consolidated non-wholly owned subsidiaries based on the timing and ~~guilds~~amount of distribution. We cannot assure you that ~~are signatories~~our business will generate sufficient cash flow from operations or that future borrowings will be available to ~~collective bargaining agreements. Any expiration, termination, revocation~~us in an amount sufficient to enable us to satisfy our respective obligations under our indebtedness or ~~non-renewal of these collective bargaining agreements and any work stoppages or labor disturbances has adversely affected and will~~to fund our other needs. In order for us to satisfy our obligations under our indebtedness, we must continue to ~~adversely affect~~execute our ~~business.~~business strategy. If we are unable to do so, we may need to refinance all or a portion of our indebtedness on or before maturity.

~~Certain~~As of March 31, 2024, we had an aggregate of $5.0 billion outstanding indebtedness under our ~~clients~~Senior Credit Facilities, of which $2.2 billion are ~~members~~term loans scheduled to mature on May 18, 2025 (the “Term Loan Indebtedness”). We expect that the Term Loan Indebtedness then outstanding will be repaid as part of ~~certain unions and guilds that~~the Merger-Related Transactions or otherwise anticipate refinancing. If the Merger-Related Transactions do not close when expected, if at all, or if we are signatories to collective bargaining agreements. These collective bargaining agreements and other labor agreements regularly expire and require renegotiation of their terms. Upon the expiration of any of these collective bargaining agreements, however, our clients' unions may be unable to ~~negotiate new collective bargaining agreements~~refinance or otherwise extend the Term Loan Indebtedness prior to the scheduled maturity date, we do not expect to have sufficient cash on ~~satisfactory terms or at all. Certain of~~hand to repay such ~~unions and guilds have in the past gone on strike, and in the future may do so again. For example, the collective bargaining agreements between (i) the Writer’s Guild of America (“WGA”), of~~Term Loan Indebtedness upon maturity, which many of WME’s writer clients are members, on the one hand, and the Alliance of Motion Picture and Television Producers (“AMPTP”), on the other hand, and (ii) the Screen Actors Guild-American Federation of Television and Radio Artists ( “SAG-AFTRA”), of which many of WME’s actor clients are members, on the one hand, and AMPTP, on the other hand, expired on May 1, 2023 and June 12, 2023, respectively, without agreement on new terms. As a result, the WGA and SAG-AFTRA instructed our WGA and SAG-AFTRA member clients to strike AMPTP companies until new respective agreements are reached. As agents for these writers and actors, WME cannot negotiate for struck work on behalf of its WGA and SAG-AFTRA member clients for the duration of their respective strikes. The outcome of these disputes and any future similar disputes with unions or guilds that represent our clients, including the commercial landscape that will exist in the future with our clients after such disputes, have had and will continue towould have an adverse effect on our ~~business. The ultimate impact these strikes may have on our representation~~ business, ~~and our~~ financial condition, and ~~results operations will depend on, among other factors, their scope and duration, which are not currently estimable.~~operating results.

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The Merger, the pendency of the Merger or our failure to complete the Merger-Related Transactions could have a material adverse effect on our business, results of operations, financial condition and stock price.

~~The amendments~~As previously disclosed, on April 2, 2024, we entered into the Merger Agreement, providing for our acquisition by affiliates of Silver Lake. Completion of the Merger is subject to the ~~Endeavor Operating~~satisfaction of various conditions, including: (1) the information statement having been mailed to the Company’s stockholders and at least 20 calendar days having elapsed since the completion of such mailing; (2) the absence of any law enjoining, restraining or otherwise prohibiting or making illegal the consummation of the Merger; (3) the expiration or termination of any applicable waiting period under the HSR Act,and the obtainment of regulatory clearances or approvals under certain specified foreign antitrust laws or foreign investment laws; (4) the clearance or obtainment of the applicable approvals by the Company ~~LLC Agreement that allow us~~Entities required by certain specified gaming authorities; (5) the accuracy of the other parties’ representations and warranties, subject to ~~limit tax distributions that would otherwise be made could result in conflicts of interest.~~

On June 27, 2023, we amended the Endeavor Operating Company LLC Agreement to permit us to limit the amount of tax distributions that would otherwise be required to be paid by Endeavor Operating Company with respect to a given taxable period. As a result of (among other considerations) potential differencescertain materiality standards set forth in the ~~amount~~Merger Agreement; (6) compliance in all material respects with the other parties’ covenants, agreements and obligations under the Merger Agreement; (7) no Material Adverse Effect (as defined in the Merger Agreement) having occurred and being continuing since the date of ~~net taxable income allocable to us~~the Merger Agreement; and ~~to Endeavor Operating Company’s other members~~(8) payment of quarterly dividends during the period between signing of the Merger Agreement and the ~~fact~~closing of the Merger and, if applicable, payment of a catch-up dividend prior to closing of the Merger. There is no assurance that ~~tax distributions made in respect~~all of ~~Endeavor Operating Company Units~~the various conditions will ~~generally~~ be ~~made pro rata in respect of such Units, as described~~satisfied, or that the Merger will be completed on the proposed terms, within the expected timeframe, or at all. Furthermore, there are additional inherent risks in the ~~Endeavor Operating Company LLC~~Merger, including the risks detailed below:

•

the Merger-Related Transactions will not be consummated;

•

the possibility that any or all of the various conditions to the consummation of the Merger-Related Transactions may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), and the possibility that a Material Adverse Effect on our business would permit the Parent Entities not to close the Merger;

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

•

if the Merger Agreement we expect that the aggregate tax distributions paid by Endeavor Operating Company to its members will, in many cases, exceed the aggregate cash tax liabilities of such members. In order to limit the amount of such excess tax distributions that might be madeis terminated in certain circumstances, we ~~adopted an amendment~~could be required to pay a termination fee of $288.5 million;

•

the effect of the announcement or pendency of the proposed Merger-Related Transactions on the Company’s business relationships, operating results, and business generally;

•

the inability to pursue certain business opportunities or strategic transactions pending the completion of the Merger, and other restrictions on our ability to conduct our business;

•

risks that the proposed Merger-Related Transactions disrupts current plans and operations of the Company and potential difficulties in the Company’s employee retention as a result of the proposed Merger;

•

there may be liabilities that are not known, probable or estimable at this time or unexpected costs, charges or expenses;

•

the Merger-Related Transactions may result in the diversion of management’s time and attention to issues relating to the ~~Endeavor Operating~~Merger-Related Transactions;

•

there may be significant transaction-related costs in connection with the Merger-Related Transactions, whether or not the Merger closes;

•

future stockholder litigation and other legal and regulatory proceedings that have been and that may in the future be instituted against the Company ~~LLC Agreement~~and Silver Lake following the announcement of the Merger-Related Transactions, which could delay or prevent the consummation of the Merger, and unfavorable outcome of such legal proceedings;

•

the risk that ~~permits us to limit~~our stock price may decline significantly if the ~~aggregate~~proposed Merger-Related Transactions are not consummated;

•

the amount of ~~tax distributions that Endeavor Operating Company pays with respect~~cash to ~~a particular taxable period to a “cap”~~be paid per share under the Merger Agreement is fixed and will not be adjusted for changes in ~~an amount equal to~~our business, assets, liabilities, prospects, outlook, financial condition or ~~greater than the aggregate amount of taxable income and gain of Endeavor Operating Company that is allocated to its members for such period multiplied by an assumed tax rate, as set forth~~operating results or in the ~~Endeavor Operating Company LLC Agreement. Certain direct~~event of any change in the market price of, analyst estimates of, or ~~indirect equity holders in Endeavor Operating Company~~projections relating to, our common stock;

•

risks associated with Merger-Related Transactions generally, such as the ~~Silver Lake Equityholders, Messrs. Emanuel~~inability to obtain, or delays in obtaining, any required regulatory approvals or other consents; and ~~Whitesell, and other members~~

•

we cannot assure you that our evaluation of our senior management may have interests that are different from (and/or in addition to) the interests of holders of Class A common stock with respect to these provisions. The Silver Lake Equityholders, Messrs. Emanuel and Whitesell, and such other persons may influence the extent to which (or the conditions upon which) the limitations on tax distributions included in the Endeavor Operating Company LLC Agreementstrategic alternatives will ~~be invoked, which could~~ result in ~~conflicts~~any particular outcome, and the perceived uncertainties related to the Company could adversely affect our business and our stockholders.

Table of ~~interest and result in aggregate tax distribution payments and liquidity considerations that are different than those that would have existed in the absence of such potential conflicts of interest.~~Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ~~and Issuer Purchases of Equity Securities~~

~~Unregistered Sales of Equity Securities~~

In April 2023, we issued (i) 265,332 shares of our Class A common stock in connection with our acquisition of a minority interest in a subsidiary, and (ii) 32,673 shares of our Class A common stock in connection with our acquisition of a business. In each case, the shares were offered and sold pursuant to the exemption from registration available under Section 4(a)(2) of the Securities Act of 1933, as amended.

~~Repurchase of Equity Securities~~

In May 2023, we approved an event-driven repurchase authorization that permits us to repurchase shares of our Class A common stock in an aggregate amount of up to $300 million, subject to and contingent upon the sale our Academy business and the receipt of proceeds therefrom. Any such repurchases may be made at any time and from time to time in the open market, by block purchases, in privately negotiated transactions or in such other manner as determined by the Company with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs. This share repurchase authorization has no expiration and may be modified, suspended or terminated at any time at our discretion and does not obligate us to acquire any particular amount of shares. During the three months ended June 30, 2023, we did not repurchase any shares of our Class A common stock under this repurchase authorization.None.

Item 5. Other Information

(a) ~~None~~None.

(b) ~~None~~None.

(c) During the three months ended ~~June 30, 2023, the following directors and "officers"~~March 31, 2024, no director or "officer" (as defined in Rule 16a-1(f) ~~under~~of the Exchange Act) of the Company adopted~~, modified~~ or terminated~~“Rule~~ a "Rule 10b5-1 trading ~~arrangements” and/~~arrangement" or ~~“non-Rule~~"non-Rule 10b5-1 trading ~~arrangements” (each~~arrangement," as each term is defined in Item ~~408~~408(a) of Regulation ~~S-K).~~S-K.

~~Ariel Emanuel, Chief Executive Officer and Director~~39

~~On June 9, 2023, Mr. Emanuel entered into a Rule 10b5-1 trading arrangement, which is a sell-to-cover instruction letter (the “Emanuel Sell-to-Cover 10b5-1 Instruction”) that provides for sales~~Table of a number of shares of Class A common stock as is necessary to cover tax withholding obligations incurred in connection with the vesting or settlement of restricted stock units or restricted stock previously granted or that could in the future be granted under the Company’s 2021 Incentive Award Plan, including under any successor plan. The Emanuel Sell-to-Cover 10b5-1 Instruction will remain in effect so long as taxes are required to be paid upon the vesting or settlement of restricted stock units or restricted stock awarded or to be awarded, unless the instruction letter is earlier terminated. The total number of Class A shares that may be sold pursuant to the sell-to-cover instruction letter is not determinable. During the three months ended June 30, 2023, no shares of Class A common stock were sold pursuant to the Emanuel Sell-to-Cover 10b5-1 Instruction. The Emanuel Sell-to-Cover 10b5-1 Instruction replaced and superseded the sell-to-cover instruction then in effect and intended to satisfy the affirmative defense of Rule 10b5-1(c) and which applied to equity awards covering 3,783,992 shares of Class A common stock, of which 309,941 shares remained unvested at the time of termination.Contents

~~Patrick Whitesell, Executive Chairman and Director~~

On May 31, 2023, Mr. Whitesell terminated a then-existing trading arrangement, originally adopted on March 17, 2022 and intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “2022 Whitesell Trading Arrangement”). The 2022 Whitesell Trading Arrangement provided for the sale of up to 3,468,514 shares of Class A common stock with a plan end date of October 31, 2023. In connection with the termination of the 2022 Whitesell Trading Arrangement, on June 9, 2023, Mr. Whitesell entered into a Rule 10b5-1 trading arrangement for the sale of up to 4,036,458 shares of Class A common stock and which has a plan end date of June 9, 2024.

On June 9, 2023, Mr. Whitesell entered into a Rule 10b5-1 trading arrangement, which is a sell-to-cover instruction letter (the “Whitesell Sell-to-Cover 10b5-1 Instruction”) that provides for sales of a number of shares of Class A common stock as is necessary to cover tax withholding obligations incurred in connection with the vesting or settlement of restricted stock units or restricted stock previously granted or that could in the future be granted under the Company’s 2021 Incentive Award Plan, including under any successor plan. The Whitesell Sell-to-Cover 10b5-1 Instruction will remain in effect so long as taxes are required to be paid upon the vesting or settlement of restricted stock units or restricted stock awarded or to be awarded, unless the instruction letter is earlier terminated. The total number of Class A shares that may be sold pursuant to the sell-to-cover instruction letter is not determinable. During the three months ended June 30, 2023, no shares of Class A common stock were sold pursuant to the Whitesell Sell-to-Cover 10b5-1 Instruction. The Whitesell Sell-to-Cover 10b5-1 Instruction replaced and superseded the sell-to-cover instruction then in effect and intended to satisfy the affirmative defense of Rule 10b5-1(c) and which applied to an equity award providing for future issuances of shares of Class A common stock upon the achievement of certain stock price milestones (and under which Mr. Whitesell had not yet earned any shares) at the time of termination.

~~Jason Lublin, Chief Financial Officer~~

~~On May 17, 2023, Mr. Lublin adopted a Rule 10b5-1 trading arrangement for the sale of up to 250,000 shares of Class A common stock and which has a plan end date of July 31, 2024.~~

Item 6. Exhibits

Exhibit Number
Description
Form
File No.
Exhibit
Filing Date
Filed/Furnished Herewith
2.1
Transaction Agreement, dated April 2, 2023, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, Zuffa Parent, LLC, World Wrestling Entertainment, Inc., New Whale Inc., and Whale Merger Sub Inc.
8-K
001-40373
2.1
04/03/2023

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
Stockholders Agreement, dated April 2, 2023, by and between Endeavor Group Holdings, Inc. and Vincent K. McMahon.
8-K
001-40373
10.1
04/03/2023

10.2†
Amendment No. 10, dated as of April 10, 2023, among WME IMG Holdings LLC, WME IMG, LLC, William Morris Endeavor Entertainment, LLC, IMG Worldwide Holdings, LLC, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and issuing bank.
10-Q
001-40373
10.3
05/09/2023

10.3
Third Refinancing Amendment dated as of April 10, 2023, among Zuffa Guarantor, LLC, UFC Holdings, LLC, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.
10-Q
001-40373
10.4
05/09/2023

10.4
Endeavor Group Holdings, Inc. Amended and Restated 2021 Incentive Award Plan
8-K
001-40373
10.1
06/16/2023

10.5†
Amendment No. 11, dated as of June 26, 2023, among WME IMG Holdings LLC, WME IMG, LLC, William Morris Endeavor Entertainment, LLC, IMG Worldwide Holdings, LLC, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and issuing bank.

*

10.6†
Tenth Amendment, dated as of June 26, 2023, 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.

*

10.7
Amendment No. 1, effective as of June 27, 2023, to the Amended and Restated Limited Liability Company Agreement of Endeavor Operating Company, LLC., dated as of April 28, 2021

*

10.8†
Amendment No. 2, dated as of June 29, 2023, 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.

*

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.

*


Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed/Furnished Herewith
2.1+	Transaction Agreement, dated April 2, 2023, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, Zuffa Parent, LLC, World Wrestling Entertainment, Inc., New Whale Inc., and Whale Merger Sub Inc.	8-K	001-40373	2.1	04/03/2023

2.2+	Agreement and Plan of Merger, dated as of April 2, 2024, by and among Endeavor Group Holdings, Inc., Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC, Endeavor Manager, LLC, Endeavor Operating Company, LLC, Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P., Wildcat PubCo Merger Sub, Inc., Wildcat OpCo Merger Sub, L.L.C., Wildcat Manager Merger Sub L.L.C., Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC and Endeavor Executive PIU Holdco, LLC.	8-K	001-40373	2.1	04/03/2024

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	Stockholder Purchase Agreement, dated April 4, 2024, by and between WME IMG, LLC and Vincent K. McMahon.					*

10.2+	Letter Agreement, dated as of April 2, 2024, by and among Ariel Emanuel, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, Wildcat EGH Holdco, L.P. and Wildcat Opco Holdco, L.P.	8-K	001-40373	10.1	04/03/2024

10.3+	Letter Agreement, dated as of April 2, 2024, by and among Patrick Whitesell, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, William Morris Endeavor Entertainment, LLC, Wildcat EGH Holdco, L.P. and Wildcat Opco Holdco, L.P.	8-K	001-40373	10.2	04/03/2024

10.4+	Amendment No. 2 to Term Employment Agreement, dated as of April 2, 2024, by and among Mark Shapiro, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC.	8-K	001-40373	10.3	04/03/2024

10.5+	Employment Agreement, dated as of April 2, 2024, by and among Mark Shapiro, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, Wildcat Aggregator, L.P., Wildcat EGH Holdco, L.P. and Wildcat Opco Holdco, L.P.	8-K	001-40373	10.4	04/03/2024

10.6	Amendment No. 1 to Term Employment Agreement, dated as of February 26, 2024 by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Mark Shapiro, dated as of April 19, 2021.	10-K	001-40373	10.70	02/28/2024

10.7	Letter Agreement, dated February 26, 2024, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Jason Lublin.	10-K	001-40373	10.71	02/28/2024

10.8	Letter Agreement, dated February 26, 2024, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Seth Krauss.	10-K	001-40373	10.72	02/28/2024


~~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~~	*

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10.9	Amendment No. 12, dated as of May 1, 2024, among WME IMG Holdings LLC, WME IMG, LLC, William Morris Endeavor Entertainment, LLC, IMG Worldwide Holdings, LLC, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and issuing bank.					*

10.10	Fourth Refinancing Amendment dated as of May 1, 2024, among Zuffa Guarantor, LLC, UFC Holdings, LLC, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.	10-Q	001-41797	10.1	05/08/2024

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

†+ Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the SEC.

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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: ~~August 8, 2023~~May 9, 2024	By:		/s/ Ariel Emanuel
			Ariel Emanuel
			Chief Executive Officer
			(Principal Executive Officer)

Date: ~~August 8, 2023~~May 9, 2024	By:		/s/ Jason Lublin
			Jason Lublin
			Chief Financial Officer
			(Principal Financial Officer)


	Six Months Ended June 30, 2023

																								Accumulated			Total Shareholders'
	Redeemable																	Additional			Retained Earnings			Other			Equity Attributable			Nonredeemable			Total
	Non-controlling			Class A Common Stock				Class X Common Stock					Class Y Common Stock					Paid-In			(Accumulated			Comprehensive			to Endeavor Group			Non-controlling			Shareholders'
	Interests			Shares		Amount		Shares			Amount		Shares			Amount		Capital			Deficit)			Income/(Loss)			Holdings, Inc.			Interests			Equity
Balance at January 1, 2023	$	253,079			290,541,729	$	2		182,077,479		$	1		227,836,134		$	2	$	2,120,794		$	(216,219	)	$	(23,736	)	$	1,880,844		$	1,172,649		$	3,053,493
Comprehensive income		18,933			—		—		—			—		—			—		—			411,205			24,187			435,392			284,725			720,117
Equity-based compensation		(1,527	)		—		—		—			—		—			—		127,328			—			—			127,328			20,325			147,653
Issuance of Class A common stock due to exchanges		—			7,702,628		1		(7,676,735	)		—		(762,444	)		—		—			—			—			1			—			1
Issuance of Class A common stock due to releases of RSUs		—			4,369,814				—			—		—			—		—			—			—			—			—			—
Distributions		(6,567	)		—		—		—			—		—			—		—			—			—			—			(27,089	)		(27,089	)
Accretion of redeemable non- controlling interests		(6,465	)		—		—		—			—		—			—		6,465			—			—			6,465			—			6,465
Issuance of Class A common stock due to an acquisition		—			32,673		—		—			—		—			—		781			—			—			781			—			781
Acquisition of non-controlling interests		(17,286	)		265,332		—		—			—		—			—		(18,855	)		—			—			(18,855	)		(10,503	)		(29,358	)
Non-controlling interests for sale of businesses		(8,827	)		—		—		—			—		—			—		—			—			—			—			(86	)		(86	)
Equity reallocation between controlling and non-controlling interests		—			—		—		—			—		—			—		78,926			—			(415	)		78,511			(78,511	)		—
Equity impact of tax receivable agreement and deferred taxes arising from EOC units and Endeavor Manager units exchanges		—			—		—		—			—		—			—		(6,119	)		—			—			(6,119	)		—			(6,119	)
Balance at June 30, 2023	$	231,340			302,912,176	$	3		174,400,744		$	1		227,073,690		$	2	$	2,309,320		$	194,986		$	36		$	2,504,348		$	1,361,510		$	3,865,858


	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	)		—
Equity impact of tax receivable agreement and deferred taxes arising from EOC units and Endeavor Manager units 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		$	—		$	(61,265	)	$	1,900,791		$	1,175,928		$	3,076,719


	DBH			Madrid Open
Cash and cash equivalents	$	—		$	18,659
Accounts receivable		89			2,123
Deferred costs		—			1,124
Other current assets		491			470
Property and equipment		4,403			162
Right of use assets		7,270			—
Other assets		103			381
Intangible assets:
Customer relationships		1,960			—
Owned Events		—			407,070
Other		35,410			—
Goodwill		25,585			14,419
Accounts payable and accrued expenses		(93	)		(1,609	)
Other current liabilities		(56	)		—
Operating lease liability		(9,470	)		—
Deferred revenue		(1,455	)		(20,780	)
Other liabilities		—			(3,508	)
Net assets acquired	$	64,237		$	418,511


Foreign Currency	Foreign Currency Amount			US Dollar Amount		Weighted Average Exchange Rate Per $1 USD

British Pound Sterling	£	71,364	in exchange for	$	87,741	£ 0.81
Euro	€	12,784	in exchange for	$	13,902	€ 0.92
Singapore Dollar	S$ 7,200		in exchange for	$	5,508	S$ 1.31