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, 2022

or

☐ 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, 2022, there were 285,838,306 shares of the registrant’s Class A common stock outstanding, 183,847,173 shares of the registrant’s Class X common stock outstanding and 235,001,875 shares of the registrant’s Class Y common stock outstanding.

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)	3
Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	3
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	4
Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2022 and 2021	5
Consolidated Statements of Redeemable Interests and Shareholders’/Members' Equity for the Three and Six Months Ended June 30, 2022 and 2021	8
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	12
Notes to Consolidated Financial Statements	13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	44
Part II – OTHER INFORMATION
Item 1. Legal Proceedings	44
Item 1A. Risk Factors	44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 6. Exhibits	47

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 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:

•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;

•the impact of the global pandemic related to COVID-19 and its variants on our business, financial condition, liquidity and results of 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 security breaches of our information systems;

•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;

•the 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;

•risk related to our gaming business and applicable regulatory requirements;

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

•risk related to our organization and structure;

•risks related to tax matters;

•risks related to our Class A common stock; 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

1

Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ("2021 Annual Report"), as updated by Part II, Item 1A. "Risk Factors" of 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.

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.

DEFINITIONS

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

•"we," "us," "our," "Endeavor," the "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 Full Catch-Up Profits Units" refer to the Endeavor Profits Units that are designated as "catchup" units. Endeavor Full Catch-Up Profits Units have a per unit hurdle price and are entitled to receive a preference on distributions once the hurdle price applicable to such unit has been met. Upon our achievement of a price per share that would have fully satisfied such preference on distributions, the Endeavor Full Catch-Up Profits Units were converted into Endeavor Operating Company Units.

•"Endeavor Group Holdings" refers to Endeavor Group Holdings, Inc. ("EGH").

•"Endeavor 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" refers to the common interest units in Endeavor Manager.

•"Endeavor Operating 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").

•"Endeavor Operating Company 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 Profits 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). 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.

•"Executive 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.

•"Other UFC Holders" refers to the other persons that held equity interests in UFC Parent prior to the IPO and certain of their affiliates.

•"reorganization transactions" refers to the internal reorganization completed in connection with our May 2021 initial public offering, 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.

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

•"UFC LLC Agreement" refers to the limited liability company agreement which governs the management of UFC Parent and the rights of UFC's Parent's equityholders.

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

2

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,
	2022			2021
ASSETS
Current Assets:
Cash and cash equivalents	$	1,824,012		$	1,560,995
Restricted cash		324,899			232,041
Accounts receivable (net of allowance for doubtful accounts of $62,631 and $57,102, respectively)		826,715			615,010
Deferred costs		222,067			255,371
Assets held for sale		19,690			885,633
Other current assets		243,646			204,697
Total current assets		3,461,029			3,753,747
Property and equipment, net		630,280			629,807
Operating lease right-of-use assets		357,406			373,652
Intangible assets, net		1,915,898			1,611,684
Goodwill		4,540,660			4,506,554
Investments		483,590			298,212
Other assets		347,755			260,861
Total assets	$	11,736,618		$	11,434,517
LIABILITIES, REDEEMABLE INTERESTS AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	600,026		$	558,863
Accrued liabilities		490,577			524,061
Current portion of long-term debt		87,113			82,022
Current portion of operating lease liabilities		58,989			59,743
Deferred revenue		564,267			651,760
Deposits received on behalf of clients		312,336			216,632
Liabilities held for sale		4,985			507,303
Other current liabilities		150,417			105,053
Total current liabilities		2,268,710			2,705,437
Long-term debt		5,596,660			5,631,714
Long-term operating lease liabilities		345,762			363,568
Other long-term liabilities		400,137			402,472
Total liabilities		8,611,269			9,103,191
Commitments and contingencies (Note 16)
Redeemable non-controlling interests		48,630			209,863
Shareholders' Equity:
Class A common stock, $0.00001 par value; 5,000,000,000 shares authorized;   285,731,884 and 265,553,327 shares issued and outstanding as of June 30, 2022   and December 31, 2021, respectively		2			2
Class B common stock, $0.00001 par value; 5,000,000,000 shares authorized;   none issued and outstanding as of June 30, 2022 and December 31, 2021		—			—
Class C common stock, $0.00001 par value; 5,000,000,000 shares authorized;   none issued and outstanding as of June 30, 2022 and December 31, 2021		—			—
Class X common stock, $0.00001 par value; 4,987,036,068 and 5,000,000,000 shares authorized;   183,897,784 and 186,222,061 shares issued and outstanding as of June 30, 2022   and December 31, 2021, respectively		1			1
Class Y common stock, $0.00001 par value; 997,261,325 and 1,000,000,000 shares authorized;   235,001,875 and 238,154,296 shares issued and outstanding as of June 30, 2022   and December 31, 2021, respectively		2			2
Additional paid-in capital		1,962,051			1,624,201
Retained earnings (accumulated deficit)		—			(296,625	)
Accumulated other comprehensive loss		(61,265	)		(80,535	)
Total Endeavor Group Holdings, Inc. shareholders' equity		1,900,791			1,247,046
Nonredeemable non-controlling interests		1,175,928			874,417
Total shareholders' equity		3,076,719			2,121,463
Total liabilities, redeemable interests and shareholders' equity	$	11,736,618		$	11,434,517

See accompanying notes to consolidated financial statements

3

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,
	2022			2021			2022			2021
Revenue	$	1,312,515		$	1,111,272		$	2,786,278		$	2,180,854
Operating expenses:
Direct operating costs		508,385			570,955			1,203,026			1,117,347
Selling, general and administrative expenses		587,499			785,101			1,127,705			1,166,214
Insurance recoveries		—			(10,210	)		(993	)		(29,867	)
Depreciation and amortization		65,612			69,161			131,606			136,397
Impairment charges		—			3,770			—			3,770
Total operating expenses		1,161,496			1,418,777			2,461,344			2,393,861
Operating income (loss)		151,019			(307,505	)		324,934			(213,007	)
Other (expense) income:
Interest expense, net		(62,505	)		(83,836	)		(121,777	)		(152,187	)
Loss on extinguishment of debt		—			(28,628	)		—			(28,628	)
Tax receivable agreements liability adjustment		2,405			—			(51,092	)		—
Other (expense) income, net		(6,133	)		7,933			453,808			4,718
Income (loss) before income taxes and equity losses of affiliates		84,786			(412,036	)		605,873			(389,104	)
Provision for (benefit from) income taxes		2,699			60,918			(14,535	)		66,003
Income (loss) before equity losses of affiliates		82,087			(472,954	)		620,408			(455,107	)
Equity losses of affiliates, net of tax		(39,867	)		(43,813	)		(60,522	)		(59,284	)
Net income (loss)		42,220			(516,767	)		559,886			(514,391	)
Less: Net income (loss) attributable to non-controlling interests		16,414			(190,354	)		214,534			(163,108	)
Less: Net loss attributable to Endeavor Operating Company, LLC prior to the reorganization transactions		—			(6,816	)		—			(31,686	)
Net income (loss) attributable to Endeavor Group Holdings, Inc.	$	25,806		$	(319,597	)	$	345,352		$	(319,597	)
Earnings (loss) per share of Class A common stock(1):
Basic	$	0.09		$	(1.24	)	$	1.27		$	(1.24	)
Diluted	$	0.09		$	(1.24	)	$	1.24		$	(1.24	)
Weighted average number of shares used in computing earnings (loss) per share:
Basic		281,623,228			258,266,323			275,092,484			258,266,323
Diluted		449,733,965			258,266,323			446,419,024			258,266,323

(1) Basic and diluted loss per share of Class A common stock presented for 2021 is applicable only for the period from May 1, 2021 through June 30, 2021, which is the period following the initial public offering ("IPO") and the related Reorganization Transactions (as defined in note 1 to the unaudited consolidated financial statements). See Note 12 for the calculation of the numbers of shares used in computation of net loss per share of Class A common stock and the basis for computation of net loss per share.

See accompanying notes to consolidated financial statements

4

ENDEAVOR GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net income (loss)	$	42,220		$	(516,767	)	$	559,886		$	(514,391	)
Other comprehensive income (loss), net of tax:
Change in unrealized gains/losses on cash flow hedges:
Unrealized (losses) gains on forward foreign exchange contracts		(197	)		1,570			(13	)		212
Reclassification of losses (gains) to net income (loss) for forward foreign exchange contracts		—			7			(786	)		7
Unrealized gains (losses) on interest rate swaps		14,031			(1,802	)		62,225			13,274
Reclassification of losses to net income (loss) for interest rate swaps		7,159			7,552			14,492			14,936
Foreign currency translation adjustments		(39,178	)		2,170			(39,826	)		(2,380	)
Reclassification of foreign currency translation gains to net income for business divestiture		—			—			(127	)		—
Total comprehensive income (loss), net of tax		24,035			(507,270	)		595,851			(488,342	)
Less: Comprehensive income (loss) attributable to non-controlling interests		9,768			(187,871	)		228,383			(160,625	)
Less: Net loss attributable to Endeavor Operating Company, LLC prior to the reorganization transactions		—			(3,703	)		—			(12,021	)
Comprehensive income (loss) attributable to Endeavor Group Holdings, Inc.	$	14,267		$	(315,696	)	$	367,468		$	(315,696	)

See accompanying notes to consolidated financial statements

5

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	)		—
Tax receivable agreements in connection with exchanges		—			—		—		—			—		—			—		94			—			—			94			—			94
Balance at June 30, 2022	$	48,630			285,731,884	$	2		183,897,784		$	1		235,001,875		$	2	$	1,962,051		$	—		$	(61,265	)	$	1,900,791		$	1,175,928		$	3,076,719

6

	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	)		—
Tax receivable agreements in connection with 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

See accompanying notes to consolidated financial statements

7

ENDEAVOR GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE INTERESTS AND MEMBERS' EQUITY

(In thousands)

(Unaudited)

	Three Months Ended June 30, 2021
																													Accumulated			Total Shareholders'
	Redeemable																						Additional						Other			Equity Attributable			Nonredeemable			Total
	Non-controlling			Redeemable			Members'			Class A Common Stock				Class X Common Stock					Class Y Common Stock				Paid-In			Accumulated			Comprehensive			to Endeavor Group			Non-controlling			Shareholders'/
	Interests			Equity			Capital			Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Loss			Holdings, Inc.			Interests			Members' Equity
Balance at April 1, 2021	$	168,773		$	22,519		$	447,320			—	$	—		—		$	—		—	$	—	$	—		$	—		$	(174,234	)	$	273,086		$	709,907		$	982,993
Comprehensive (loss) income prior to Reorganization and IPO		(2,013	)		—			(6,816	)		—		—		—			—		—		—		—			—			3,113			(3,703	)		13,515			9,812
Equity-based compensation expense prior to Reorganization and IPO		—			—			—			—		—		—			—		—		—		—			—			—			—			1,630			1,630
Distributions prior to Reorganization and IPO		—			—			473			—		—		—			—		—		—		—			—			—			473			(279	)		194
Effect of Reorganization		5,729			(22,519	)		(440,977	)		133,712,566		1		122,021,609			1		167,208,026		2		242,017			—			80,645			(118,311	)		135,101			16,790
Issuance of Class A common stock sold in IPO, including underwriters' option, and Private Placement, net of underwriting discounts		—			—			—			81,873,497		1		—			—		—		—		1,886,642			—			—			1,886,643			—			1,886,643
Use of proceeds, including the UFC Buyout		—			—			—			42,400,877		—		67,910,105			—		70,946,270		—		(702,698	)		—			(11,955	)		(714,653	)		(120,386	)		(835,039	)
Comprehensive (loss) income subsequent to Reorganization and IPO		(1,694	)		—			—			—		—		—			—		—		—		—			(319,597	)		3,901			(315,696	)		(197,679	)		(513,375	)
Equity-based compensation subsequent to Reorganization and IPO		—			—			—			—		—		—			—		—		—		158,846			—			—			158,846			276,864			435,710
Issuance of Class A common stock due to exchanges subsequent to Reorganization and IPO		—			—			—			1,880,196		—		(1,851,331	)		—		—		—		—			—			—			—			—			—

8

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

See accompanying notes to consolidated financial statements

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	Six Months Ended June 30, 2021
																													Accumulated			Total Shareholders'
	Redeemable																						Additional						Other			Equity Attributable			Nonredeemable			Total
	Non-controlling			Redeemable			Members'			Class A Common Stock				Class X Common Stock					Class Y Common Stock				Paid-In			Accumulated			Comprehensive			to Endeavor Group			Non-controlling			Shareholders'/
	Interests			Equity			Capital			Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Loss			Holdings, Inc.			Interests			Members' Equity
Balance at January 1, 2021	$	168,254		$	22,519		$	468,633			—	$	—		—		$	—		—	$	—	$	—		$	—		$	(190,786	)	$	277,847		$	686,129		$	963,976
Comprehensive (loss) income prior to reorganization and IPO		(4,111	)		—			(31,686	)		—		—		—			—		—		—		—			—			19,665			(12,021	)		42,859			30,838
Equity-based compensation expense prior to Reorganization and IPO		—			—			3,444			—		—		—			—		—		—		—			—			—			3,444			7,636			11,080
Distributions prior to Reorganization and IPO		—			—			(245	)		—		—		—			—		—		—		—			—			—			(245	)		(8,403	)		(8,648	)
Accretion of redeemable non-controlling interests prior to Reorganization and IPO		(271	)		—			271			—		—		—			—		—		—		—			—			—			271			—			271
Establishment of non-controlling interests prior to Reorganization and IPO		2,888			—			560			—		—		—			—		—		—		—			—			—			560			(3,448	)		(2,888	)
Effects of Reorganization		5,729			(22,519	)		(440,977	)		133,712,566		1		122,021,609			1		167,208,026		2		242,017			—			80,645			(118,311	)		135,101			16,790
Issuance of Class A common stock sold in IPO, including underwriters' option, and Private Placement, net of underwriting discounts		—			—			—			81,873,497		1		—			—		—		—		1,886,642			—						1,886,643						1,886,643
Use of proceeds, including the UFC buyout		—			—			—			42,400,877		—		67,910,105			—		70,946,270		—		(702,698	)		—			(11,955	)		(714,653	)		(120,386	)		(835,039	)
Comprehensive (loss) income subsequent to reorganization and IPO		(1,694	)		—			—			—		—		—			—		—		—					(319,597	)		3,901			(315,696	)		(197,679	)		(513,375	)
Equity-based compensation expense subsequent to Reorganization and IPO		—			—			—			—		—		—			—		—		—		158,846			—			—			158,846			276,864			435,710
Issuance of Class A common stock due to exchanges subsequent to Reorganization and IPO		—			—			—			1,880,196		—		(1,851,331	)		—		—		—		—			—			—			—			—			—

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

See accompanying notes to consolidated financial statements

11

ENDEAVOR GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	559,886		$	(514,391	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		131,606			136,397
Amortization and write-off of original issue discount and deferred financing cost		10,202			28,807
Loss on extinguishment of debt		—			28,628
Amortization of content costs		13,687			73,282
Impairment charges		—			3,770
Loss (gain) on sale/disposal and impairment of assets		2,333			(2,512	)
Gain on business divestiture		(478,641	)		—
Equity-based compensation expense		111,463			403,508
Change in fair value of contingent liabilities		2,216			14,378
Change in fair value of equity investments with and without readily determinable fair value		(13,542	)		(11,285	)
Change in fair value of financial instruments		13,634			21,034
Equity losses of affiliates		60,522			59,284
Net provision for (benefit from) allowance for doubtful accounts		7,520			(3,916	)
Net loss (gain) on foreign currency transactions		17,762			(5,156	)
Distributions from affiliates		3,586			902
Tax receivable agreements liability adjustment		51,092			—
Income taxes		(31,182	)		42,342
Other, net		174			174
Changes in operating assets and liabilities - net of acquisitions and divestiture:
Increase in receivables		(242,321	)		(141,807	)
(Increase)/decrease in other current assets		(107,451	)		2,325
Increase in other assets		(81,938	)		(490,715	)
Decrease in deferred costs		25,584			84,250
(Decrease)/increase in deferred revenue		(95,481	)		124,524
Increase in accounts payable and accrued liabilities		38,318			44,394
Increase/(decrease) in other liabilities		214,017			(20,416	)
Net cash provided by (used in) operating activities		213,046			(122,199	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired		(431,105	)		(255,633	)
Purchases of property and equipment		(55,796	)		(27,107	)
Proceeds from business divestiture, net of cash sold		649,706			—
Proceeds from sale of assets		415			19,237
Investments in affiliates		(41,214	)		(113,959	)
Other, net		1,148			4,897
Net cash provided by (used in) investing activities		123,154			(372,565	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings		10,037			220,841
Payments on borrowings		(49,887	)		(852,341	)
Contributions		—			5,400
Distributions		(25,953	)		(8,743	)
Redemption payments related to pre-IPO units		(7,067	)		(14,402	)
Proceeds from equity offering, net of underwriting discounts and offering expenses		—			1,886,643
Acquisition of non-controlling interests		92,487			(835,683	)
Payments of contingent consideration related to acquisitions		(11,644	)		(1,778	)
Other, net		(777	)		(2,439	)
Net cash provided by financing activities		7,196			397,498
Change in cash, cash equivalents and restricted cash balances held for sale		28,743			—
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(16,264	)		1,055
Increase (decrease) in cash, cash equivalents and restricted cash		355,875			(96,211	)
Cash, cash equivalents and restricted cash at beginning of year		1,793,036			1,190,333
Cash, cash equivalents and restricted cash at end of period	$	2,148,911		$	1,094,122

See accompanying notes to consolidated financial statements

12

ENDEAVOR GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.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.

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

Initial Public Offering

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

Reorganization Transactions

Prior to the closing of the IPO, a series of reorganization transactions was completed. Subsequent to the closing of the IPO, several new and current investors purchased in the aggregate 75,584,747 shares of Class A common stock at a price per share of $24.00. Then, through a series of transactions, EOC acquired the equity interests of the minority unitholders of Zuffa, which owns and operates the Ultimate Fighting Championship. This resulted in EOC directly or indirectly owning 100% of the equity interests of Zuffa.

2.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, 2021. 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, 2022 and for the three and six months ended June 30, 2022 and 2021 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.

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, the fair value of acquired assets and liabilities associated with acquisitions, the fair value of the Company’s reporting units and the assessment of goodwill, other intangible assets and long-lived assets for impairment, consolidation, investments, redeemable non-controlling interests, the fair value of equity-based compensation, tax receivable agreements liability, income taxes and contingencies.

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

3.RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

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

13

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

Recently Issued Accounting Pronouncements

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

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 are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption will not have a 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, the amendments in this update are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations.

In June 2022, the FASB issued 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 an equity 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 material effect on the Company’s financial position or results of operations.

4.ACQUISITIONS AND DIVESTITURE

2022 ACQUISITIONS

Diamond Baseball Holdings and Madrid Open

In January 2022, the Company acquired four additional Professional Development League clubs (the "PDL Clubs"), which are being operated under the Diamond Baseball Holdings ("DBH") umbrella. DBH will support the PDL Clubs' commercial activities, content strategy and media rights. For these four additional PDL Clubs, the Company paid $64.2 million in cash. 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, and $0.6 million of contingent consideration 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 is 18.7 years and the intangibles acquired for Madrid Open are indefinite-lived.

The results of these four PDL Clubs and the Madrid Open have been included in the consolidated financial statements since the dates of acquisition. For the six months ended June 30, 2022, these four PDL Clubs and Madrid Open's consolidated revenue and net income included in the consolidated statement of operations from the acquisition dates were $72.2 million and $33.3 million, respectively.

14

Preliminary Allocation of Purchase Price

The acquisitions were accounted for as business combinations and the preliminary 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		25,556			15,385
Accounts payable and accrued expenses		(93	)		(1,609	)
Other current liabilities		(56	)		—
Operating lease liability		(9,470	)		—
Deferred revenue		(1,426	)		(20,780	)
Other liabilities		—			(4,474	)
Net assets acquired	$	64,237		$	418,511

The estimated fair values of assets acquired and liabilities assumed are preliminary and subject to change as we finalize purchase price allocations, which is expected within one year of the respective acquisitions.

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. As a result, in the third quarter of 2021, the Company began marketing the restricted Endeavor Content business for sale and such assets and liabilities were reflected as held for sale in the consolidated balance sheet as of December 31, 2021. 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 reflected as an equity method investment as of June 30, 2022 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 (expense) 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.

2022 HELD FOR SALE

In the second quarter of 2022, the Company began marketing a business for sale and due to the progression of the sale process determined that it met all of the criteria to be classified as held for sale as of June 30, 2022. The business is included in the Company's Events, Experiences & Rights reporting segment. The assets and liabilities of this business held for sale are $19.7 million and $5.0 million, respectively, which are not material to the Company’s overall financial position. An agreement to sell the business was executed in August 2022 for consideration of $20.0 million in cash. The sale is expected to close in the third or fourth quarter of 2022.

2021 ACQUISITIONS

FlightScope and Next College Student Athlete

In April 2021, the Company acquired the issued and outstanding equity interests of EDH Tennis Limited, the holding company of FlightScope Services Sp. z o.o., comprising the services business of FlightScope (collectively, “FlightScope”). FlightScope is a data collection, audio-visual production and tracking technology specialist for golf and tennis events. In June 2021, the Company acquired the Path-to-College business of Reigning Champs, LLC, whose primary business is Next College Student Athlete (collectively, with the other

15

acquired Path-to-College businesses, “NCSA”). NCSA consists of companies that offer recruiting and admissions services and related software products to high school student athletes, as well as college athletic departments and admissions officers. The combined aggregate purchase price for these two acquisitions was $247.9 million.

The Company incurred $4.2 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 FlightScope and NCSA was assigned to the Events, Experiences & Rights segment. The goodwill is partially deductible for tax purposes. The weighted average life of finite-lived intangible assets acquired for FlightScope and NCSA is 4.4 and 5.2 years, respectively.

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):

	FlightScope			NCSA
Cash and cash equivalents	$	1,042		$	3,655
Accounts receivable		475			5,619
Deferred costs		94			1,096
Other current assets		1,640			10,238
Property and equipment		1,089			2,804
Right of use assets		1,272			4,951
Other assets		1,056			5,472
Intangible assets:
Trade names		—			21,100
Customer relationships		2,700			10,000
Internally developed software		15,400			37,100
Goodwill		33,550			214,106
Accounts payable and accrued expenses		(806	)		(20,855	)
Other current liabilities		(187	)		(10,318	)
Operating lease liability		(1,272	)		(4,951	)
Deferred revenue		(631	)		(51,617	)
Other liabilities		(4,334	)		(31,603	)
Net assets acquired	$	51,088		$	196,797

5. SUPPLEMENTARY DATA

Accrued Liabilities

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

	June 30,		December 31,
	2022		2021
Accrued operating expenses	$	251,146	$	302,024
Payroll, bonuses and benefits		167,585		162,688
Other		71,846		59,349
Total accrued liabilities	$	490,577	$	524,061

Allowance for Doubtful Accounts

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

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

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Supplemental Cash Flow

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

	Six Months Ended June 30,
	2022		2021
Supplemental information:
Cash paid for interest	$	98,314	$	102,393
Cash payments for income taxes		19,729		20,976
Non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued liabilities	$	6,617	$	8,985
Establishment and acquisition of non-controlling interests		414,985		3,087,301
Tax receivable agreements liability adjustments		775		32,081
Accretion of redeemable non-controlling interests		87,008		596
Investment in affiliates retained from a business divestiture		196,345		—
Deferred consideration in connection with acquisitions		31,770		—
Issuance of Class A common stock due to an acquisition		11,014		—

6. GOODWILL AND INTANGIBLE ASSETS

Goodwill

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

	Owned Sports Properties			Events, Experiences & Rights			Representation			Total
Balance — December 31, 2021	$	2,741,048		$	1,266,144		$	499,362		$	4,506,554
Acquisitions		25,556			26,195			—			51,751
Foreign currency translation and other		(85	)		(7,486	)		(995	)		(8,566	)
Assets held for sale		—			(9,079	)		—			(9,079	)
Balance — June 30, 2022	$	2,766,519		$	1,275,774		$	498,367		$	4,540,660

Intangible Assets

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

	Weighted Average Estimated Useful Life (in years)		Gross Amount		Accumulated Amortization			Carrying Value
Amortized:
Trade names		17.3	$	978,100	$	(315,967	)	$	662,133
Customer and client relationships		6.3		1,325,181		(1,035,631	)		289,550
Internally developed technology		3.5		121,873		(78,838	)		43,035
Other		15.3		177,723		(47,681	)		130,042
			$	2,602,877	$	(1,478,117	)	$	1,124,760
Indefinite-lived:
Trade names			$	327,070	$	—		$	327,070
Owned events				464,068		—			464,068
Total intangible assets			$	3,394,015	$	(1,478,117	)	$	1,915,898

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

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

Intangible asset amortization expense was $41.4 million and $46.6 million for the three months ended June 30, 2022 and 2021, respectively, and $84.3 million and $92.4 million for the six months ended June 30, 2022 and 2021, respectively.

7. INVESTMENTS

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

	June 30,		December 31,
	2022		2021
Equity method investments	$	354,894	$	196,423
Equity investments without readily determinable fair values		128,140		101,124
Equity investments with readily determinable fair values		556		665
Total investments	$	483,590	$	298,212

Equity Method Investments

As of June 30, 2022 and December 31, 2021, the Company held various investments in non-marketable equity instruments of private companies. As of June 30, 2022, the Company’s equity method investments are primarily comprised of the restricted Endeavor Content business, Learfield IMG College, and Sports News Television Limited. The Company’s ownership of its equity method investments range from 20% to 50% as of June 30, 2022.

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

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

Equity Investments without Readily Determinable Fair Values

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

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

Equity Investments with Readily Determinable Fair Values

As of June 30, 2022, the Company had three investments in publicly traded companies. During the three and six months ended June 30, 2022, the Company did not sell any investments in publicly traded companies. As of June 30, 2022 and December 31, 2021, the Company’s equity investments with readily determinable fair values were valued at $0.6 million and $0.7 million, respectively. For the three and six months ended June 30, 2022, the Company recorded losses of $(0.4) million and $(0.6) million, respectively, due to the change in fair value in other (expense) income, net in the consolidated statements of operations. For the three and six months ended June 30, 2021 the company

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recorded none and $5.2 million, respectively, due to the change in fair value in other (expense) income, net in the consolidated statements of operations. See Note 9 for additional information regarding fair value measurements for these equity investments.

8. FINANCIAL INSTRUMENTS

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

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

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

For forward foreign exchange contracts designated as cash flow hedges, the Company recognized net gains in accumulated other comprehensive income (loss) of none and $1.6 million for the three months ended June 30, 2022 and 2021, respectively, and $0.3 million and $0.2 million for the six months ended June 30, 2022 and 2021, respectively. 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 not reclassify any gains or losses into net income (loss) for the three months ended June 30, 2022 and for the three and six months ended June 30, 2021.

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

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

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

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.

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

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

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

There have been no transfers of assets or liabilities between the fair value measurement classifications during the three and six months ended June 30, 2022.

Investments in Equity Securities with Readily Determinable Fair Values

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

Contingent Consideration

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

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

	Six Months Ended June 30, 2022
Balance at December 31, 2021	$	26,900
Acquisitions		627
Payments		(26,183	)
Change in fair value		2,217
Balance at June 30, 2022	$	3,561

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

Foreign Currency Derivatives

The Company classifies its foreign currency derivatives within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (Note 8). As of June 30, 2022 and December 31, 2021, the Company had none and $2.3 million in other current assets, none and $0.2 million in assets held for sale, $7.1 million and $4.5 million in other current liabilities, none and $0.4 million in liabilities held for sale, and $4.1 million and $8.5 million in other long-term liabilities, respectively, recorded in the consolidated balance sheets related to the Company’s foreign currency derivatives.

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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). As of June 30, 2022 and December 31, 2021, the Company had $27.3 million and none in other assets, and $1.0 million and $48.4 million in other long-term liabilities, respectively, recorded in the consolidated balance sheets related to the Company’s interest rate swaps.

10. DEBT

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

	June 30,			December 31,
	2022			2021
2014 Credit Facilities:
First Lien Term Loan (due May 2025)	$	2,770,982		$	2,786,048
Zuffa Credit Facilities:
Zuffa First Lien Term Loan (due April 2026)		2,825,267			2,840,767
Other debt (3.0%-14.50% Notes due at various dates through 2031)		149,996			159,010
Total principal	$	5,746,245		$	5,785,825
Unamortized discount		(22,118	)		(26,077	)
Unamortized issuance costs		(40,354	)		(46,012	)
Total debt	$	5,683,773		$	5,713,736
Less: current portion		(87,113	)		(82,022	)
Total long-term debt	$	5,596,660		$	5,631,714

2014 Credit Facilities

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

The financial debt covenant of the 2014 Credit Facilities did not apply as of June 30, 2022 and December 31, 2021 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 $19.4 million and $23.8 million as of June 30, 2022 and December 31, 2021, respectively.

Zuffa Credit Facilities

As of June 30, 2022 and December 31, 2021, the Company has $2.8 billion 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, letters of credit in an aggregate face amount not in excess of $40.0 million and swingline loans in an aggregate principal amount not in excess of $15.0 million (collectively, the "Zuffa Revolving Credit Facility"). The Zuffa Credit Facilities are secured by liens on substantially all of the assets of Zuffa.

The financial debt covenants of the Zuffa Credit Facilities did not apply as of June 30, 2022 and December 31, 2021 as Zuffa had no borrowings outstanding under the Zuffa Revolving Credit Facility.

Under the Zuffa Credit Facilities, Zuffa had $10.0 million and no outstanding letters of credit as of June 30, 2022 and December 31, 2021, respectively.

Other Debt

On Location Revolver

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. As of June 30, 2022, the Company was in compliance with the financial debt covenants.

OL had no letters of credit outstanding under the revolving credit agreement as of June 30, 2022 and December 31, 2021.

Receivables Purchase Agreement

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

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Zuffa Secured Commercial Loans

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

2014 Credit Facilities and Zuffa Credit Facilities

The 2014 Credit Facilities and the Zuffa Credit Facilities restrict the ability of certain subsidiaries of the Company to make distributions and other payments to the Company. These restrictions do include exceptions for, among other things, (1) amounts necessary to make tax payments, (2) a limited annual amount for employee equity repurchases, (3) distributions required to fund certain parent entities, (4) other specific allowable situations and (5) a general restricted payment basket. As of June 30, 2022, EGH held cash of $42.8 million, long-term deferred tax benefits of $120.4 million in other assets and a tax receivable agreements liability of $189.3 million, of which $41.2 million is in other current liabilities and $148.1 million is in other long-term liabilities. As of December 31, 2021, EGH held long-term deferred tax benefits of $61.5 million in other assets and a tax receivable agreements liability of $133.8 million, of which $41.2 million is in other current liabilities and $92.6 million is in other long-term liabilities. Otherwise, EGH has no material separate cash flows, assets or liabilities other than the investments in its subsidiaries. All its business operations are conducted through its operating subsidiaries; it has no material independent operations. EGH 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, 2022 and December 31, 2021, respectively.

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

11. REDEEMABLE NON-CONTROLLING INTERESTS

On Location

In connection with the acquisition of OL in 2020, the Company entered into an Amended and Restated Limited Liability Company Agreement ("OL LLC Agreement") of Endeavor OLE Parent, LLC ("OLE Parent") with 32 Equity. The terms of the agreement provided 32 Equity with certain rights to put its common units in OLE Parent to the Company upon a termination of the Commercial License Agreement ("CLA") or at its option at any time following the Lockup Period as defined. The Company also had certain call rights to require 32 Equity to sell its common units in OLE Parent to the Company upon a termination of the CLA in the event the aforementioned put rights were not exercised. The put/call price was an amount equal to fair market value and the exercise of these put/call rights would have given rise to an obligation of the Company to make a premium payment to 32 Equity in certain circumstances. The premium payment was recognized as a separate unit of account from the non-controlling interest. As of December 31, 2021, the estimated redemption value of the non-controlling interest was $57.9 million.

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

China

In June 2016, the Company received a contribution of $75.0 million from third parties in a newly formed subsidiary of the Company that was formed to expand the Company’s existing business in China ("Endeavor China"). This contribution gave the non-controlling interests holders approximately 34% ownership of the subsidiary. The holders of the non-controlling interests had the right to put their investment to the Company at any time after June 1, 2023 for fair market value. As of December 31, 2021, the estimated redemption value was $107.5 million.

In April 2022, the Company issued 5,693,774 shares of Class A common stock in exchange for the non-controlling partnership interests of Endeavor China. The aggregate value of the shares was $158.5 million based on the volume-weighted average trading price of the Class A common stock for thirty days ending on the day before the close. In addition, EOC issued 659,896 common units in EOC to several employees of the Company, including members of management (and such employees obtained an equal number of paired shares of the Company's Class X common stock), in exchange for the employees' direct or indirect interests in Endeavor China based on the same valuation. As a result of these transactions, Endeavor China became an indirect wholly-owned subsidiary of EOC.

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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, 2022 and December 31, 2021, the estimated redemption value was $9.7 million.

Frieze

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

12. EARNINGS PER SHARE

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 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 presented below:

	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022		May 1, 2021 - June 30, 2021
Basic earnings (loss) per share
Numerator
Consolidated net income (loss)	$	42,220	$	559,886	$	(518,352	)
Net income (loss) attributable to NCI (Endeavor Operating Company)		14,289		185,232		(168,469	)
Net income (loss) attributable to NCI (Endeavor Manager Units)		2,125		29,302		(30,286	)
Net income (loss) attributable to the Company		25,806		345,352		(319,597	)
Adjustment to net income attributable to the Company		—		3,090		—
Net income (loss) attributable to EGH common shareholders	$	25,806	$	348,442	$	(319,597	)
Denominator
Weighted average Class A Common Shares outstanding - Basic		281,623,228		275,092,484		258,266,323
Basic earnings (loss) per share	$	0.09	$	1.27	$	(1.24	)

	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022		May 1, 2021 - June 30, 2021
Diluted earnings (loss) per share
Numerator
Consolidated net income (loss)	$	42,220	$	559,886	$	(518,352	)
Net income (loss) attributable to NCI (Endeavor Operating Company)		1,302		6,709		(168,469	)
Net income (loss) attributable to NCI (Endeavor Manager Units)		—		—		(30,286	)
Net income (loss) attributable to EGH common shareholders	$	40,918	$	553,177	$	(319,597	)
Denominator
Weighted average Class A Common Shares outstanding - Basic		281,623,228		275,092,484		258,266,323
Additional shares assuming exchange of all Endeavor Profits Units		681,521		2,450,488		—
Additional shares from RSUs, Stock Options and Phantom Units, as calculated using the treasury stock method		1,395,693		2,129,737		—
Additional shares assuming exchange of all Endeavor Operating Units and Endeavor Manager Units		166,033,523		166,746,315		—
Weighted average number of shares used in computing diluted earnings (loss) per share		449,733,965		446,419,024		258,266,323
Diluted earnings (loss) per share	$	0.09	$	1.24	$	(1.24	)

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

13. INCOME TAXES

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

In accordance with ASC Topic 740, each interim period is considered integral to the annual period and tax expense is generally determined using an estimate of the annual effective income tax rate ("AETR"). The Company would record income tax expense each quarter using the estimated AETR to provide for income taxes on a current year-to-date basis, adjusted for discrete items, if any, that are noted in the relevant period. In accordance with the authoritative guidance for accounting for income taxes in interim periods, the Company computed its income tax provision for the three and six months ended June 30, 2022 and 2021 based upon the AETR.

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

The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to partnership income not subject to income tax; state and local income taxes; withholding taxes in foreign jurisdictions that are not based on net 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.

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

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

Tax Receivable Agreements

In connection with the IPO and related transactions, the Company entered into TRAs with certain persons that held direct or indirect interests in EOC and Zuffa prior to the IPO, including management of the Company ("TRA Holders"). The TRAs generally provide 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, as a result of (i) increases in EGH’s share of the tax basis in the net assets of EOC resulting from any redemptions or exchanges of LLC Units, (ii) increases in tax basis attributable to payments made under the TRAs, (iii) deductions attributable to imputed interest pursuant to the TRAs and (iv) other tax attributes allocated to EGH post-IPO and related transactions that were allocable to the TRA Holders prior to the IPO and related transactions.

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

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If the existing valuation allowance recorded against deferred tax assets is released in a future period as a result of having sufficient taxable income, among other criteria, or other tax attributes subject to the TRAs are determined to be payable, additional TRA liabilities may be recorded. If the relevant criteria are met in 2022, the Company would release a valuation allowance and record the associated TRA liability, each of which we would expect to be material.

14. REVENUE

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

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

	Six Months Ended June 30, 2022
	Owned Sports Properties		Events, Experiences & Rights		Representation		Total
Media rights	$	329,033	$	337,197	$	—	$	666,230
Media production, distribution and content		4,124		163,999		137,753		305,876
Events and performance	$	295,462		952,489		—		1,247,951
Talent representation and licensing		—		—		421,559		421,559
Marketing		—		—		155,964		155,964
Eliminations		—		—		—		(11,302	)
Total	$	628,619	$	1,453,685	$	715,276	$	2,786,278

	Three Months Ended June 30, 2021
	Owned Sports Properties		Events, Experiences & Rights		Representation		Total
Media rights	$	162,938	$	310,857	$	—	$	473,795
Media production, distribution and content		1,240		92,698		133,275		227,213
Events and performance		94,687		125,117		—		219,804
Talent representation and licensing		—		—		145,929		145,929
Marketing		—		—		49,028		49,028
Eliminations		—		—		—		(4,497	)
Total	$	258,865	$	528,672	$	328,232	$	1,111,272

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

In the three months ended June 30, 2022 and 2021, there was revenue recognized of $16.7 million and $9.9 million, respectively, from performance obligations satisfied in prior periods. In the six months ended June 30, 2022 and 2021, there was revenue recognized of $30.7 million and $23.0 million, respectively, from performance obligations satisfied in prior periods.

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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, 2022 (in thousands). The transaction price related to these future obligations does not include any variable consideration.

	Years Ending December 31,
Remainder of 2022	$	833,850
2023		1,572,487
2024		1,199,045
2025		1,079,046
2026		200,015
Thereafter		586,687
	$	5,471,130

Contract Liabilities

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

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

Description	December 31, 2021		Additions		Deductions			Acquisitions		Held for Sale			Foreign Exchange			June 30, 2022
Deferred revenue - current	$	651,760	$	1,290,101	$	(1,391,296	)	$	20,970	$	(2,366	)	$	(4,902	)	$	564,267
Deferred revenue - noncurrent	$	62,155	$	7,999	$	4,303		$	—	$	—		$	(186	)	$	74,271

15. SEGMENT INFORMATION

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

Revenue

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

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Reconciliation of segment profitability

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Owned Sports Properties	$	161,270		$	132,267		$	310,011		$	277,816
Events, Experiences & Rights		108,117			36,800			240,600			75,850
Representation		111,221			61,685			212,926			123,168
Corporate		(74,253	)		(62,704	)		(142,733	)		(109,320	)
Adjusted EBITDA		306,355			168,048			620,804			367,514
Reconciling items:
Equity (earnings) losses of affiliates		(1,644	)		1,158			(5,393	)		(2,176	)
Interest expense, net		(62,505	)		(83,836	)		(121,777	)		(152,187	)
Depreciation and amortization		(65,612	)		(69,161	)		(131,606	)		(136,397	)
Equity-based compensation expense		(60,607	)		(387,017	)		(111,463	)		(403,508	)
Merger, acquisition and earn-out costs		(14,568	)		(14,199	)		(27,362	)		(25,184	)
Certain legal costs		(8,598	)		(574	)		(9,600	)		(4,526	)
Restructuring, severance and impairment		(1,442	)		(4,026	)		(1,960	)		(4,433	)
Fair value adjustment - equity investments		11,691			5,905			13,344			13,704
Gain on sale of the restricted Endeavor Content business		—			—			463,641			—
Tax receivable agreements liability adjustment		2,405			—			(51,092	)		—
Other		(20,689	)		(28,334	)		(31,663	)		(41,911	)
Income (loss) before income taxes and equity losses of affiliates	$	84,786		$	(412,036	)	$	605,873		$	(389,104	)

16. COMMITMENTS AND CONTINGENCIES

Claims and Litigation

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

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

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

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

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

Commitments

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

17. RELATED PARTY TRANSACTIONS

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

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

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Revenue	$	9,842		$	6,039	$	17,581		$	13,039
Direct operating costs		(354	)		724		4,342			2,857
Selling, general and administrative expenses		605			3,304		2,466			4,430
Other income (expense), net		875			875		(13,250	)		1,750

As of June 30, 2022, the Company has an equity-method investment in Euroleague, a related party. For the three and six months ended June 30, 2022 and 2021, the Company recognized revenue of $(0.4) million, $3.4 million, $2.4 million and $4.7 million, respectively, for a management fee to compensate it for representation and technical services it provides to Euroleague in relation to the distribution of media rights. This revenue is included in the Owned Sports Properties segment. Also, for the three and six months ended June 30, 2022 and 2021, the Company recognized revenue of $2.6 million, $5.4 million, $3.9 million and $6.5 million, respectively, for production services provided to Euroleague as well as direct operating costs of $1.0 million, $2.5 million, $0.5 million and $2.3 million, respectively, for the procurement of a license for gaming rights from Euroleague, which are included in the Events, Experiences & Rights segment. As of June 30, 2022 and December 31, 2021, the Company had a receivable of $4.8 million and $1.4 million, respectively, and a payable of $0.1 million and $1.4 million, respectively.

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

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18. SUBSEQUENT EVENTS

In August 2022, the Company entered into a purchase agreement with Silver Lake, stockholders of the Company, to sell the ten PDL Clubs that operate under the DBH umbrella for an aggregate purchase price of approximately $280 million cash, subject to customary adjustments. The closing of this transaction is expected in the fourth quarter of 2022.

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

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

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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 2021 Annual Report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I, Item 1A. "Risk Factors" of our 2021 Annual Report, as updated by Part II, Item 1A. "Risk Factors" of this Quarterly Report, or in other sections of the 2021 Annual Report and this Quarterly Report.

BUSINESS OVERVIEW

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

Segments

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

Owned Sports Properties

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

Through the UFC, the world’s premier professional MMA organization, we produce more than 40 live events annually which are broadcast in over 160 countries and territories to approximately one billion TV households. UFC was founded in 1993 and has grown in popularity after hosting more than 500 events and reaching a global audience through an increasing array of broadcast license agreements and our owned FIGHT PASS streaming platform. The value of our content is demonstrated by our licensing arrangements with ESPN and other international broadcasters and our increasing consumer engagement is reflected by the growth of FIGHT PASS subscribers and overall follower growth and engagement across our social channels - now reaching 188 million followers.

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

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

At the end of 2021 and in January 2022, we acquired ten Professional Development League clubs (the "PDL Clubs"), whose results are included in Owned Sports Properties and are being operated under the DBH umbrella. In August 2022, we entered into a purchase agreement with Silver Lake, stockholders of the Company, to sell the PDL Clubs for an aggregate purchase price of approximately $280 million cash, subject to customary adjustments. The closing of this transaction is expected to be in the fourth quarter of 2022.

Events, Experiences & Rights

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

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

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

In September 2021, we signed an agreement to acquire the OpenBet business ("OpenBet") of Light & Wonder, Inc. (formerly known as Scientific Games Corporation) ("Light & Wonder"). OpenBet consists of companies that provide products and services to sports betting operators for the purposes of sports wagering. Based on the amended agreement entered into in June 2022 (which was further amended in August 2022), we have agreed to pay consideration to Light & Wonder of $800.0 million, consisting of cash of $750.0 million, expected to be funded with cash on hand, and 2,305,794 newly-issued shares of our Class A common stock, a value of $50.0 million based on the volume-weighted average trading price of the Class A common stock for the twenty trading days ended on June 29, 2022. The closing of this transaction is subject to regulatory approvals and

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

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

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

Representation

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

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

Previously, our Representation segment included our restricted Endeavor Content business, which provided a premium alternative to traditional content studios, offering a range of services including content development, production, financing, sales, and advisory services for creators. In February 2021, the Company signed the Franchise Agreements directly with 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. As a result, in the third quarter, the Company began marketing the restricted Endeavor Content business for sale and such assets and liabilities were reflected as held for sale in the consolidated balance sheet as of December 31, 2021. The sale of 80% of the restricted Endeavor Content business closed in January 2022. Our retained 20% interest is reflected as an equity method investment as of June 30, 2022 and is not part of the Representation segment.

Components of Our Operating Results

Revenue

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

Direct Operating Costs

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

Selling, General and Administrative

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

Provision for Income Taxes

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

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The COVID-19 pandemic rapidly changed market and economic conditions globally, including significantly impacting the entertainment and sports industries as well as our business, results of operations, financial position and cash flows beginning in March 2020. While activity has resumed in all of our businesses and restrictions have been lessened or lifted, restrictions could in the future be increased or reinstated.

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UFC Buyout

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

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

Reorganization

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

After consummation of the IPO and the reorganization transactions, we became subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of Endeavor Manager and Endeavor Operating Company, and we are taxed at the prevailing corporate tax rates. Endeavor Operating Company makes distributions to us in an amount sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments due under the tax receivable agreements ("TRA"). The Company entered into the TRAs with certain persons that held direct or indirect interests in EOC and UFC Parent prior to the IPO. The TRAs generally provide for the payment by EGH of 85% of the amount of any tax benefits that EGH actually realizes as further described below under "Liquidity and Capital Resources—Future sources and uses of liquidity—Tax receivable agreements".

RESULTS OF OPERATIONS

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

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

Revenue

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

•Owned Sports Properties increased by $73.1 million, or 28.2%. The increase was driven primarily by growth at UFC due to increased media rights fees, greater sponsorship, licensing, commercial PPV and event related revenue, and an increase at PBR primarily due to

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the change in timing of the Unleash The Beast finals due to the new team series format scheduled for the second half of the year. In addition, the acquisition of ten PDL Clubs in December 2021 and January 2022 that operate under the DBH umbrella contributed $30 million.

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

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

Revenue increased $605.4 million, or 27.8%, to $2,786.3 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 as the Company rebounds from the impact of COVID-19.

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

•Events, Experiences & Rights increased by $385.4 million, or 36.1%. The increase was primarily driven by an increase of $696 million attributable to the return of live events in 2022 without restrictions, including Super Bowl LVI, the Masters, NCAA Men's March Madness and the Madrid Open acquired in April 2022, as well as an increase at the Academy and NCSA, which was acquired in June 2021. These increases were partially offset by a decrease of $310 million in media rights fees, primarily due to the expiration of two European soccer contracts in the second quarter of 2021, and media production revenue.

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

Direct operating costs

Direct operating costs decreased $62.6 million, or 11.0%, to $508.4 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The decrease was primarily attributable to a decrease of $184 million in media rights and media production costs due to the decrease in media revenue described above, including the expiration of certain contracts in the second quarter of 2021 whose costs were in excess of revenue. Other production and content costs decreased $69 million due to the sale of the restricted Endeavor Content business in January 2022. These decreases were partially offset by an increase of $191 million for costs related to the return of live events and the increase in marketing and experiential activations as described above.

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

Selling, general and administrative expenses

Selling, general and administrative expenses decreased $197.6 million, or 25.2%, to $587.5 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The decrease was principally due to lower equity-based compensation expense of $326.4 million as the prior period included charges for modifications of certain pre-IPO awards to remove certain forfeiture and discretionary call terms. This decrease was offset by higher cost of personnel and other operating expenses as the business recovers from the impact of COVID-19.

Selling, general and administrative expenses decreased $38.5 million, or 3.3%, to $1,127.7 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The decrease was principally due to lower equity-based compensation expense of $292.0 million as the prior period included charges for modifications of certain pre-IPO awards to remove certain forfeiture and discretionary call terms. This decrease was offset by higher cost of personnel and other operating expenses as the business recovers from the impact of COVID-19.

Insurance recoveries

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

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Depreciation and amortization

Depreciation and amortization decreased $3.5 million, or 5.1%, to $65.6 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. Depreciation and amortization decreased $4.8 million, or 3.5%, to $131.6 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The decreases were primarily driven by certain intangible assets becoming fully amortized partially offset by intangibles acquired through acquisitions.

Impairment charges

Impairment charges were $3.8 million for the three and six months ended June 30, 2021, which were for goodwill in our Events, Experiences & Rights and Representation segments.

Interest expense, net

Interest expense, net decreased $21.3 million, or 25.4% to $62.5 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. Interest expense, net decreased $30.4 million, or 20.0% to $121.8 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The decrease was primarily driven by lower indebtedness and lower interest rates associated with our outstanding debt during the three and six months ended June 30, 2022 as compared to the three and six months ended June 30, 2021.

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

Tax receivable agreements liability adjustment

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

Other (expense) income, net

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

Other 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 and $13.3 million of gains from changes in fair value of equity investments partially offset by $20.8 million for foreign currency transaction losses. The income for the six months ended June 30, 2021 included $13.8 million of gains from sales and changes in fair value of equity investments offset by a $9.2 million loss due to the change in the fair value of embedded foreign currency derivatives.

Provision for (benefit from) income taxes

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

Equity losses of affiliates, net of tax

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

If the operating results of Learfield IMG College continue to be weaker than anticipated or if they record impairment charges in the future, our operating results may be adversely impacted and it may also result in an other-than-temporary impairment to our carrying value for this equity method investment.

Net income (loss) attributable to non-controlling interests

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

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

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

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SEGMENT RESULTS OF OPERATIONS

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

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

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

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

Owned Sports Properties

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

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

Three months ended June 30, 2022 compared to three months ended June 30, 2021

Revenue for the three months ended June 30, 2022 increased $73.1 million, or 28.2%, to $331.9 million, compared to the three months ended June 30, 2021. The increase was driven primarily by growth at UFC due to increased media rights fees, greater sponsorship, licensing, commercial PPV and event related revenue and an increase at PBR primarily due to the change in timing of the Unleash The Beast finals due to the new team series format scheduled for the second half of the year. In addition, the acquisition of ten PDL Clubs in December 2021 and January 2022 that operate under the DBH umbrella contributed $30 million.

Direct operating costs for the three months ended June 30, 2022 increased $21.8 million, or 26.9%, to $102.8 million, compared to the three months ended June 30, 2021. The increase was attributable to the change in timing of the Unleash the Beast finals at PBR and the acquisition of DBH.

Selling, general and administrative expenses for the three months ended June 30, 2022 increased $23.1 million, or 52.0%, to $67.5 million, compared to the three months ended June 30, 2021. The increase was primarily attributable to $14 million of expenses incurred by DBH, as well as an increase in travel expenses related to UFC due to an international event held in 2022 and an increase in cost of personnel.

Adjusted EBITDA for the three months ended June 30, 2022 increased $29.0 million, or 21.9%, to $161.3 million, compared to the three months ended June 30, 2021. The increase in Adjusted EBITDA was primarily driven by increases in revenue partially offset by increases in direct operating costs and selling, general and administrative expenses.

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

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

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

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

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

Events, Experiences & Rights

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

	Three Months Ended June 30,			Six Months Ended June 30,
	2022		2021	2022	2021
(in thousands)
Revenue	$	627,872