INCOME TAXES | 17. 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. (Loss) income from continuing operations before income taxes and equity losses of affiliates includes the following components (in thousands): Years Ended December 31, 2024 2023 2022 United States $ ( 633,776 ) $ 728,433 $ ( 127,291 ) Foreign 63,454 53,215 3,197 Total $ ( 570,322 ) $ 781,648 $ ( 124,094 ) The (benefit from) provision for income tax from continuing operations consists of the following (in thousands): Years Ended December 31, 2024 2023 2022 Current: U.S. federal, state, and local $ 24,665 $ 62,635 $ 7,756 Foreign 60,307 50,986 37,789 Total current 84,972 113,621 45,545 Deferred: U.S. federal, state, and local ( 141,504 ) 96,454 ( 703,071 ) Foreign 4,399 ( 1,185 ) ( 172 ) Total deferred ( 137,105 ) 95,269 ( 703,243 ) Total provision for (benefit from) income taxes $ ( 52,133 ) $ 208,890 $ ( 657,698 ) The Company's effective tax rate for the years December 31, 2024, 2023 and 2022 was 9.1 % , 26.7 % and 530.0 % , respectively. The effective income tax rate based on the actual (benefit) provision from continuing operations shown in the consolidated statements of operations differs from the U.S. statutory federal income tax rate as follows (in thousands): Years Ended December 31, 2024 2023 2022 U.S. federal statutory income tax rate 21 % 21 % 21 % Income tax benefit at U.S. federal statutory rate $ ( 119,767 ) $ 164,146 $ ( 26,059 ) Partnership loss (income) not taxable/deductible for tax 28,454 ( 13,515 ) ( 37,440 ) Tax impact of foreign operations ( 15,535 ) 1,087 23,823 Permanent differences ( 15,191 ) 2,280 ( 26,251 ) Nondeductible meals and entertainment 6,450 4,445 2,986 Equity method investments ( 2,728 ) ( 3,055 ) ( 21,511 ) Capital loss carryforward ( 2,830 ) — 3,649 UK hybrid restriction 3,770 ( 2,187 ) ( 2,192 ) Withholding tax 49,686 29,601 17,344 Foreign tax credit, net of expiration ( 27,750 ) ( 34,321 ) 3,384 Foreign tax deduction ( 4,478 ) 873 ( 3,564 ) Equity compensation 26,077 29,273 27,197 Net operating loss adjustment 4,477 1,777 ( 39,684 ) Section 743(b)/734 adjustment 824 ( 7,478 ) ( 51,170 ) Tax receivable agreement adjustment 3,103 ( 16,646 ) 136,310 Valuation allowance 38,446 2,478 ( 721,955 ) Unrecognized tax benefits ( 6,822 ) 8,347 6,240 U.S. state and local taxes ( 24,813 ) 29,998 50,844 Investment in subsidiaries ( 17,707 ) — — Impairments 11,876 4,413 239 Transaction costs 11,284 7,121 — Other 1,041 253 112 Total (benefit from) provision for income taxes $ ( 52,133 ) $ 208,890 $ ( 657,698 ) Principal components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2024 2023 Deferred tax assets: Compensation and severance 73,457 66,049 Net operating loss, tax credits, and other tax carryforwards 382,821 280,026 Lease liability 134,571 116,801 Intangible assets 66,444 12,332 Accrued expenses 58,532 — Write-down of assets to fair value 99,126 — Other assets 41,604 56,293 Total gross deferred tax assets 856,555 531,501 Less valuation allowance ( 217,208 ) ( 182,513 ) Total deferred tax assets 639,347 348,988 Deferred tax liabilities: Investments ( 123,094 ) ( 144,547 ) Loss contracts ( 7,793 ) ( 13,547 ) Property, buildings and equipment ( 55,094 ) ( 58,039 ) Lease asset ( 126,188 ) ( 110,215 ) Branch offset ( 19,507 ) ( 23,822 ) Other liabilities ( 26,730 ) ( 15,340 ) Total gross deferred tax liabilities ( 358,406 ) ( 365,510 ) Net deferred tax assets (liabilities) $ 280,941 $ ( 16,522 ) Of the $ 280.9 million of net deferred tax assets and $( 16.5 ) million of net deferred tax liabilities as of December 31, 2024 and 2023, $ 660.8 million and $ 430.3 million, respectively, were recorded in deferred income taxes, and $ 371.9 million and $ 446.9 million, respectively, were recorded in deferred tax liabilities in the consolidated balance sheets. The following amounts attributable to businesses classified as held for sale are included in the table above (in thousands): December 31, 2024 2023 Deferred income taxes - assets $ 660,833 $ 430,339 Deferred income taxes - liabilities $ ( 371,865 ) $ ( 446,861 ) Net deferred tax liabilities classified as held for sale $ ( 8,027 ) $ - Net deferred tax assets (liabilities) $ 280,941 $ ( 16,522 ) As of December 31, 2024 , the Company has U.S. federal net operating loss carryforwards of $ 298.6 million, of which $ 53.8 million expires in years 2025 through 2037 and $ 244.8 million have an indefinite carryforward period. In addition, as of December 31, 2024, the Company has foreign tax credit carryforwards of $ 133.0 million, which expire in years 2025 through 2034 and U.S. federal capital loss carryforwards of $ 11.8 million, which expire in five years. As of December 31, 2024, the Company has foreign net operating losses of $ 45.2 million, which expire over various time periods ranging from five years to no expiration and foreign capital loss carryforwards of $ 9.7 million, which have no expiration. As of December 31, 2024, the Company also has state net operating losses, which will generate a tax benefit of $ 19.7 million and expire in years 2025 through 2044 . As of December 31, 2024 and 2023, the Company increased its valuation allowances by $ 34.7 million and $ 11.0 million, respectively. Of the $ 34.7 million net valuation allowance change in 2024, $ 38.4 million was recorded in the continuing operations provision for income taxes as a tax expense, $( 3.0 ) million recorded in the discontinued operations provision for income taxes and $( 0.7 ) million recorded to other comprehensive income. Of the $ 11.0 million net valuation allowance change in 2023, $ 2.5 million was recorded in the continuing operations provision for income taxes as a tax expense, $( 8.1 ) million recorded in the discontinued operations provision for income taxes as a tax benefit, and $ 16.6 million was recorded to goodwill in connection with the TKO Transactions. As of December 31, 2024, 2023, and 2022, the Company had unrecognized tax benefits of $ 41.6 million, $ 50.9 million, and $ 38.9 million, respectively. The aggregate changes to the liability for unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands): December 31, 2024 2023 2022 Beginning balance $ 50,862 $ 38,917 $ 38,452 Acquisitions — 31 — Gross increases 9,524 19,531 9,832 Gross decreases ( 8,771 ) ( 343 ) ( 1,189 ) Lapse of statute of limitations ( 9,493 ) ( 7,805 ) ( 6,054 ) Translation adjustments ( 163 ) 531 ( 2,124 ) Settlements ( 365 ) — — Ending balance $ 41,594 $ 50,862 $ 38,917 The Company recognized interest and penalties related to unrecognized tax benefits in its provisions for income taxes. The gross amount of interest accrued as of December 31, 2024, 2023 and 2022 related to unrecognized tax benefits is $ 14.8 million, $ 14.7 million, and $ 9.4 million, respectively. For the years ended December 31, 2024, 2023 and 2022, the Company recognized interest of $ 0.1 million, $ 5.4 million, and $ 3.3 million, respectively, through the income tax provision. The gross amount of penalties accrued as of December 31, 2024, 2023 and 2022 is $ 1.2 million, $ 1.2 million, and $ 0.2 million, respectively. For the years ended December 31, 2024, 2023, 2022 the Company recognized less than $( 0.1 ) million, $ 1.0 million and $ 0.2 million, respectively, of penalties through the income tax provision. As of December 31, 2024, approximately $ 56.6 million would affect the Company’s effective tax rate upon resolution of the uncertain tax positions. The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. As of December 31, 2024, with few exceptions, the Company is subject to review by U.S. federal taxing authorities for 2020 and subsequent years. Two of the Company's U.S. partnership income tax returns are under IRS examination for 2021 and 2022. Two of the Company's U.S. corporate tax returns are under IRS examination for 2020, 2021 and 2022. The Company has ongoing state and local audits beginning with the tax year 2016 and onward. The Company does not anticipate that the resolution of these audits will have a material adverse effect on its financial position, results of operations or cash flows. Discontinued Operations The (benefit from) provision for income taxes from discontinued operations for the years ended December 31, 2024, 2023 and 2022 is $( 138.2 ) million, $ 11.0 million and $ 9.2 million, respectively, based on pretax (loss) income of $( 820.6 ) million, $ 16.7 million and $ 20.9 million, respectively. The discontinued operations effective tax rate is 16.8 % , 65.7 % and 44.1 % for the years ended December 31, 2024, 2023 and 2022, respectively. The provision for income taxes from discontinued operations reflects the application of the "with and without" approach to allocating income taxes between continuing and discontinued operations. 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 or is deemed to realize (determined by using certain assumptions) 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 December 31, 2024 and 2023, the Company has a TRA liability of approximately $ 881.5 million and $ 990.5 million, respectively, after concluding that such TRA payments would be probable based on estimates of future taxable income over the term of the TRA. The determination of the TRA liability requires management to make judgments in estimating the amount of tax attributes as of the date of exchanges (such as cash to be received by the Company on a hypothetical sale of assets and allocation of gain/loss to the Company at the time of the exchanges taking into account complex partnership tax rules). The amounts payable under the TRA will also 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 and the expected realization of tax benefits with respect to deferred tax assets related to tax attributes subject to TRA, which may result in a valuation allowance recorded against these deferred tax assets. If a required valuation allowance recorded against certain deferred tax assets is released in a future period, or other tax attributes subject to the TRA are determined to be payable, additional TRA liabilities may be considered probable at that time and recorded within our statement of operations. Other Matters 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"). Various jurisdictions have adopted or are in the process of enacting legislation to adopt GloBE rules and other countries are expected to adopt GloBE rules in 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, 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. |