Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 10, 2024

TKO Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41797

92-3569035

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


200 Fifth Avenue, 7th Floor
New York, New York		10010
(Address of principal executive offices)		(Zip Code)

(646) 558-8333

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.00001 par value per share

TKO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01.

Other Events.

This Current Report on Form 8-K is being filed to supplement the information in TKO Group Holdings, Inc.’s (the “Company”) registration statements and prospectuses contained therein.

On December 10, 2024, the Company filed an Information Statement on Schedule 14C (the “Information Statement”) in connection with the Company’s proposed acquisition of the Professional Bull Riders, On Location and IMG businesses (the “Businesses”) currently operated by Endeavor Group Holdings, Inc. (the “Transaction”), as previously announced by the Company on a Current Report on Form 8-K on October 24, 2024.

The Information Statement includes (a) unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2024 and for the years ended December 31, 2023, 2022 and 2021, after giving effect to the Transaction (the “Pro Forma Financial Information”), (b) combined financial statements of the Businesses as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 (unaudited) (the “Combined Financial Statements”) and (c) unaudited combined financial statements of the Businesses as of September 30, 2024 and December 31, 2023 and for the nine months ended September 30, 2024 and 2023 (the “Unaudited Combined Financial Statements”).

The Pro Forma Financial Information, the Combined Financial Statements and the Unaudited Combined Financial Statements from the Information Statement are being filed as Exhibits 99.1, 99.2 and 99.3, respectively, hereto and are incorporated herein by reference in order to include and supplement the information in the Company’s registration statements and prospectuses contained therein. The Pro Forma Financial Information included in this Form 8-K does not purport to represent the actual results of operations that the Company and the Businesses would have achieved had the companies been combined during the period presented in the Pro Forma Financial Information and is not intended to project the future results of operations that the combined company may achieve.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the expected impacts and benefits of the Transaction, the expected timetable for completing the Transaction, future financial and operating results, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “contemplates,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. Any such forward-looking statement represents management’s expectations as of the date of this filing. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: the Transaction may not be consummated or the consummation of the Transaction may be delayed; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction agreement or could otherwise cause the Transaction to fail to close; risks related to the ability of TKO to realize the anticipated benefits of the Transaction, including the possibility that the expected benefits from the Transaction will not be realized or will not be realized within the expected time period; the effect of the announcement or pendency of the Transaction on the Businesses’ business relationships, operating results and business generally; there may be liabilities that are not known, probable or estimable at this time or unexpected costs, charges or expenses; there may be significant transaction-related costs in connection with the Transaction, whether or not the Transaction closes; the Transaction may result in the diversion of management’s time and attention to issues relating to the Transaction; future stockholder litigation and other legal and regulatory proceedings that have been and that may in the future be instituted against us following the announcement of the Transaction, which could delay or prevent the consummation of the Transaction, and unfavorable outcome of such

legal proceedings; the risk that TKO stock price may decline significantly if the Transaction is not consummated; and risks associated with Transaction generally, such as the inability to obtain, or delays in obtaining, any required regulatory approvals or other consents. These and other important factors discussed in Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as any such factors may be updated from time to time in the Company’s other filings with the Securities and Exchange Commission, including but not limited to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, could cause actual results to differ materially from those indicated by the forward-looking statements contained in this Current Report on Form 8-K. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

23.1		Consent of Deloitte & Touche LLP

99.1		Pro Forma Financial Information

99.2		Combined Financial Statements

99.3		Unaudited Combined Financial Statements

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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


TKO GROUP HOLDINGS, INC.

By:		/s/ Andrew Schleimer
Name:		Andrew Schleimer
Title:		Chief Financial Officer

Date: December 13, 2024

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement No. 333-274480 on Form S-8 of TKO Group Holdings, Inc. of our report dated December 10, 2024 relating to the financial statements of The Olympus Business of Endeavor Group Holdings, Inc. appearing in this Current Report on Form 8-K dated December 13, 2024.

/s/ Deloitte & Touche LLP

New York, New York

December 13, 2024

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

In connection with the Transaction Agreement entered into by the TKO Parties, EDR Parties and TWI, TKO will acquire the IMG Media business and certain contracts associated with Wimbledon, Soccer and Stadia, SailGP, and Royal & Ancient Golf Club of St. Andrews (“R&A”), (collectively referred to as the “IMG Media Business”), Professional Bull Riders (the “PBR Business”), On Location (the “OLE Business”), Mailman, and various events businesses, including Golf Events, Formula Drift, and International Figure Skating, which together these businesses are referred to as “Olympus” or the “Businesses”, for a total consideration of $3.25 billion based on the 25-trading-day volume-weighted average price of TKO PubCo’s Class A Common Stock for the period ending on October 23, 2024. EDR, whole owner of Olympus, will receive approximately 26.14 million common units of TKO and will subscribe for an equal number of shares of TKO PubCo’s Class B Common Stock.

The following sets forth the unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) of TKO PubCo after giving effect to the proposed Transaction. The unaudited pro forma condensed combined statements of operations (the “pro forma statement(s) of operations”) give effect to the Transaction as if it was consummated on January 1, 2021 (the first day of the earliest period presented given the entities have been under common control for all periods presented). The unaudited pro forma condensed combined balance sheet (the “pro forma balance sheet”) gives effect to the Transaction as if it was consummated on September 30, 2024. The pro forma balance sheet as of September 30, 2024 combines the consolidated balance sheet of TKO PubCo and the combined balance sheet of Olympus as of September 30, 2024. The pro forma statements of operations for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 combine the results of operations of TKO PubCo and Olympus for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021. The pro forma statement of operations for the nine months ended September 30, 2024 combines the results of operations of TKO PubCo and Olympus for the nine months ended September 30, 2024. Adjustments to the historical consolidated financial information in the pro forma financial statements are limited to adjustments that reflect the accounting for the Transaction in accordance with U.S. GAAP. The Transaction is being accounted for as a merger between entities under common control due to Endeavor Group Holdings, Inc.’s control of TKO PubCo and Olympus. Therefore, in the Transaction, the net assets of Olympus will be combined with those of TKO PubCo at their historical carrying amounts and the companies will be presented on a combined basis for historical periods because they were under common control for all periods presented. The pro forma financial statements reflect this presentation.

The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” in May 2020, which is herein referred to as “Article 11.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“transaction accounting adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“management’s adjustments”). TKO PubCo has elected not to present management’s adjustments and has only presented transaction accounting adjustments in the following pro forma financial statements. Therefore, the pro forma financial statements do not reflect any cost savings or associated costs to achieve such savings from operating efficiencies, synergies or other restructuring that may result from the Transaction. In addition, historic related party transactions and balances between TKO PubCo and Olympus are reclassified as intercompany transactions and the balances are eliminated from all periods presented in these pro forma financial statements.

The preparation of pro forma financial statements includes transaction accounting adjustments that are based on reasonable estimates and assumptions further described in the accompanying notes. These transaction accounting adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed and have been made solely for the purpose of providing pro forma financial statements. Therefore, these pro forma financial statements are presented for illustrative purposes only and do not necessarily reflect the operating results or financial position that would have occurred if the Transaction had been

consummated on the dates indicated, nor are they necessarily indicative of the results of operations or financial condition that may be expected for any future period or date. Differences between these preliminary estimates and the final transaction accounting, expected to be completed after the Transaction is closed, will occur and these differences could have a material impact on the accompanying pro forma financial statements and the combined company’s future results of operations and financial position. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity. In addition, future results may vary significantly from those reflected in such statements due to factors discussed in the section entitled “Risk Factors” on page [●] of this Information Statement.

The pro forma financial statements have been derived from and should be read in conjunction with TKO PubCo’s consolidated financial statements and the related notes for the fiscal years ended December 31, 2023, December 31, 2022, December 31, 2021 and for the nine months ended September 30, 2024, which are incorporated herein by reference as well as the Olympus combined financial statements and the related notes for the fiscal years ended December 31, 2023, December 31, 2022, December 31, 2021 and for the nine months ended September 30, 2024 which are included herein.

As Olympus’ historical financials were prepared on a “carve-out” basis, a portion of EDR’s corporate expenses have been allocated to Olympus. Historically, separate financial statements have not been prepared for Olympus and it has not operated as a standalone business from EDR. As such, Olympus’ historical financials may not be indicative of what they would have been had Olympus been operated as a standalone company.

TKO Group Holdings, Inc

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2024

(in thousands)


	Historical
	TKO PubCo			Olympus			Transaction Accounting Adjustments			Notes		Intercompany Eliminations (Note 9)			Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	457,410		$	117,422		$	(92,422	)		2	$	—		$	482,410
Restricted cash		—			12,360			—					—			12,360
Accounts receivable (net of allowance for doubtful accounts)		250,585			299,386			—					—			549,971
Deferred costs		—			204,090			—					—			204,090
Other current assets		185,822			124,504			61,685			3		(20,418	)		351,593

Total current assets		893,817			757,762			(30,737	)				(20,418	)		1,600,424
Property, buildings and equipment, net		528,200			103,366			—					—			631,566
Intangible assets, net		3,325,151			404,495			—					—			3,729,646
Finance lease right-of-use assets, net		233,032			—			—					—			233,032
Operating lease right-of-use assets, net		33,539			36,517			—					—			70,056
Goodwill		7,663,992			778,107			—					—			8,442,099
Investments		33,163			72,794			—					—			105,957
Deferred income taxes		—			2,778			(2,778	)		4		—			—
Other assets		59,509			341,040			—					—			400,549

Total assets	$	12,770,403		$	2,496,859			(33,515	)			$	(20,418	)	$	15,213,329

Liabilities, Non-controlling Interests and Stockholders’ Equity
Current liabilities:
Accounts payable	$	31,712		$	255,053			—				$	—		$	286,765
Accrued liabilities		613,392			176,898			50,500			5		—			840,790
Current portion of long-term debt		22,171			—			—					—			22,171
Current portion of finance lease liabilities		9,591			—			—					—			9,591
Current portion of operating lease liabilities		4,675			13,131			—					—			17,806
Deferred revenue		67,707			307,022			—					—			374,729
Other current liabilities		14,185			33,163			65,624			3		(20,418	)		92,554

Total current liabilities		763,433			785,267			116,124					(20,418	)		1,644,406
Long-term debt		2,697,327			2,793			—					—			2,700,120
Long-term finance lease liabilities		224,645			—			—					—			224,645
Long-term operating lease liabilities		30,318			27,410			—					—			57,728
Deferred tax liabilities		372,953			76,406			(72,667	)		4		—			376,692
Other long-term liabilities		5,875			184,553			—					—			190,428

Total liabilities		4,094,551			1,076,429			43,457					(20,418	)		5,194,019
Commitments and contingencies
Redeemable non-controlling interests		13,754			—			—					—			13,754
Stockholders’ Equity:
Class A common stock		1			—			—			6		—			1
Class B common stock		1			—			—			6		—			1
Additional paid-in capital		4,370,367			—			(149,066	)		2, 3, 4, 7a, 8		—			4,221,301
Net parent investment		—			1,475,784			(1,475,784	)		7a		—			—
Accumulated other comprehensive loss		(2,998	)		(49,212	)		21,038			8		—			(31,172	)
Accumulated deficit		(322,810	)		—			(20,349	)		5		—			(343,159	)

Total TKO Group Holdings, Inc. stockholders’ equity		4,044,561			1,426,572			(1,624,161	)				—			3,846,972
Nonredeemable non-controlling interests		4,617,537			(6,142	)		1,547,189			2, 3, 5, 8		—			6,158,584

Total stockholders’ equity		8,662,098			1,420,430			(76,972	)				—			10,005,556

Total liabilities, redeemable non-controlling interests and stockholders’ equity	$	12,770,403		$	2,496,859		$	(33,515	)			$	(20,418	)	$	15,213,329

TKO Group Holdings, Inc

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2024

(in thousands, except per share data)


	Historical
	TKO PubCo			Olympus			Transaction Accounting Adjustments			Notes		Intercompany Eliminations (Note 9)			Pro Forma Combined
Revenue	$	2,162,145		$	1,845,605		$	—				$	(51,443	)	$	3,956,307
Operating expenses:
Direct operating costs		667,899			1,577,457			—					(37,022	)		2,208,334
Selling, general and administrative expenses		1,004,142			426,482			—					(14,421	)		1,416,203
Depreciation and amortization		309,128			46,733			—					—			355,861

Total operating expenses		1,981,169			2,050,672			—					(51,443	)		3,980,398

Operating income (loss)		180,976			(205,067	)		—					—			(24,091	)
Other income (expense):
Interest (expense) income, net		(192,868	)		9,279			—					—			(183,589	)
Other income, net		1,885			22,085			—					—			23,970

Loss before income taxes and equity earnings of affiliates		(10,007	)		(173,703	)		—					—			(183,710	)
Provision (benefit) for income taxes		31,829			(25,504	)		20,591			4		—			26,916

Loss before equity earnings of affiliates		(41,836	)		(148,199	)		(20,591	)				—			(210,626	)
Equity earnings of affiliates, net of tax		(712	)		(1,900	)		—					—			(2,612	)

Net loss		(41,124	)		(146,299	)		(20,591	)				—			(208,014	)
Less: Net (loss) income attributable to non-controlling interests		(19,527	)		651			(113,616	)		8		—			(132,492	)
Less: Net (loss) income attributable to TKO Operating Company, LLC prior to the WWE/UFC Transactions		—			—			—					—			—

Net (loss) income attributable to TKO Group Holdings, Inc. / Olympus’ parent	$	(21,597	)	$	(146,950	)	$	93,025				$	—		$	(75,522	)

Basic and diluted net loss per share of Class A common stock	$	(0.27	)				$					$			$	(0.93	)
Weighted average number of common shares used in computing basic and diluted net earnings (loss) per share		81,399,221														81,399,221

TKO Group Holdings, Inc

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2023

(in thousands, except per share data)


	Historical
	TKO PubCo			Olympus			Transaction Accounting Adjustments			Notes		Intercompany Eliminations (Note 9)			Pro Forma Combined
Revenue	$	1,674,968		$	1,569,096		$	—				$	(22,390	)	$	3,221,674
Operating expenses:
Direct operating costs		514,598			1,079,551			—					(20,816	)		1,573,333
Selling, general and administrative expenses		549,091			479,464			50,500			5		(1,574	)		1,077,481
Depreciation and amortization		164,616			59,434			—					—			224,050
Impairment charges		—			21,529			—					—			21,529

Total operating expenses		1,228,305			1,639,978			50,500					(22,390	)		2,896,393

Operating income (loss)		446,663			(70,882	)		(50,500	)				—			325,281
Other income (expense):
Interest (expense) income, net		(239,042	)		9,436			—					—			(229,606	)
Other (expense) income, net		(186	)		20,994			—					—			20,808

Income (loss) before equity (earnings) losses of affiliates		207,435			(40,452	)		(50,500	)				—			116,483
Provision for income taxes		31,446			17,295			(6,782	)		4		—			41,959

Income (loss) before equity (earnings) of affiliates		175,989			(57,747	)		(43,718	)				—			74,524
Equity losses (earnings) of affiliates, net of tax		266			(9,478	)		—					—			(9,212	)

Net income (loss)		175,723			(48,269	)		(43,718	)				—			83,736
Less: Net (loss) income attributable to non-controlling interests		(32,453	)		1,175			(28,702	)		8		—			(59,980	)
Less: Net income (loss) attributable to TKO Operating Company, LLC prior to the WWE/UFC Transactions		243,403			—			(43,461	)		5, 7b		—			199,942

Net (loss) income attributable to TKO Group Holdings, Inc. / Olympus’ parent	$	(35,227	)	$	(49,444	)	$	28,445			4, 7b, 8	$	—		$	(56,226	)

Basic and diluted net loss per share of Class A common stock	$	(0.43	)				$					$			$	(0.68	)
Weighted average number of common shares used in computing basic and diluted net earnings (loss) per share		82,808,019														82,808,019

TKO Group Holdings, Inc

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2022

(in thousands)


	Historical
	TKO PubCo			Olympus			Transaction Accounting Adjustments			Notes		Intercompany Eliminations (Note 9)			Pro Forma Combined
Revenue	$	1,140,147		$	1,544,991		$	—				$	(13,571	)	$	2,671,567
Operating expenses:
Direct operating costs		325,586			1,055,656			—					(13,571	)		1,367,671
Selling, general and administrative expenses		210,142			427,280			—					—			637,422
Depreciation and amortization		60,032			73,587			—					—			133,619

Total operating expenses		595,760			1,556,523			—					(13,571	)		2,138,712

Operating income (loss)		544,387			(11,532	)		—					—			532,855
Other income (expense):
Interest income (expense), net		(139,567	)		5,483			—					—			(134,084	)
Other (expense), net		(1,271	)		(29,415	)		—					—			(30,686	)

Income (loss) before income taxes and equity (earnings) losses of affiliates		403,549			(35,464	)		—					—			368,085
Provision for income taxes		14,318			6,135			(6,695	)		4		—			13,758

Income (loss) before equity (earnings) losses of affiliates		389,231			(41,599	)		6,695					—			354,327
Equity losses (earnings) of affiliates, net of tax		209			(7,597	)		—					—			(7,388	)

Net income (loss)		389,022			(34,002	)		6,695					—			361,715
Less: Net income attributable to non-controlling interests		1,747			13,464			—					—			15,211

Net income (loss) attributable to TKO Operating Company, LLC prior to the WWE/UFC Transactions		387,275			(47,466	)		6,695					—			346,504

Net income (loss) attributable to TKO Group Holdings, Inc. / Olympus’ parent	$	—		$	—		$	—				$	—		$	—

Basic and diluted net earnings (loss) per share of Class A common stock		N/A														N/A
Weighted average number of common shares used in computing basic and diluted net earnings (loss) per share		N/A														N/A

TKO Group Holdings, Inc

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2021

(in thousands)


	Historical
	TKO PubCo			Olympus			Transaction Accounting Adjustments			Notes		Intercompany Eliminations (Note 9)			Pro Forma Combined
Revenue	$	1,031,944		$	1,389,142		$	—				$	(7,877	)	$	2,413,209
Operating expenses:
Direct operating costs		335,604			1,102,479			—					(7,877	)		1,430,206
Selling, general and administrative expenses		241,953			346,761			—					—			588,714
Insurance recoveries		—			(30,478	)		—					—			(30,478	)
Depreciation and amortization		63,250			73,246			—					—			136,496

Total operating expenses		640,807			1,492,008			—					(7,877	)		2,124,938

Operating income (loss)		391,137			(102,866	)		—					—			288,271
Other income (expense):
Interest (expense) income, net		(102,247	)		8,608			—					—			(93,639	)
Other income (expense), net		504			(17,797	)		—					—			(17,293	)

Income (loss) before income taxes and equity (earnings) of affiliates		289,394			(112,055	)		—					—			177,339
Provision (benefit) for income taxes		15,769			(3,694	)		11,503			4		—			23,578

Income (loss) before equity (earnings) of affiliates		273,625			(108,361	)		(11,503	)				—			153,761
Equity (earnings) of affiliates, net of tax		—			(4,639	)		—					—			(4,639	)

Net income (loss)		273,625			(103,722	)		(11,503	)				—			158,400
Less: Net income (loss) attributable to non-controlling interests		1,285			(14,910	)		—					—			(13,625	)

Net income (loss) attributable to TKO Operating Company, LLC prior to the WWE/UFC Transactions		272,340			(88,812	)		(11,503	)				—			172,025

Net income (loss) attributable to TKO Group Holdings, Inc. / Olympus’ parent	$	—		$	—		$	—				$	—		$	—

Basic and diluted net earnings (loss) per share of Class A common stock		N/A														N/A
Weighted average number of common shares used in computing basic and diluted net earnings (loss) per share		N/A														N/A

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Note 1. Basis of Presentation

The pro forma financial statements give effect to the completion of the Transaction, which is being accounted for as a merger between entities under common control. As of September 30^th, 2024, EDR, through its subsidiaries controlled 53.4% of the voting interests in TKO PubCo through its ownership of both Class A common stock and Class B common stock. EDR also owns 100% of Olympus. Therefore, in the Transaction, the net assets of Olympus will be combined with those of TKO PubCo at their historical carrying amounts and the companies will be presented on a combined basis for historical periods because they were under common control for all periods presented. Additionally, upon the closing of the Transaction, EDR, through its subsidiaries is expected to own 59.7% of TKO and TKO PubCo is expected to own 40.3% of TKO. The pro forma financial statements reflect this presentation. The pro forma financial statements do not give effect to the formation of TKO PubCo which occurred on September 12, 2023.

The pro forma financial statements are derived from the TKO PubCo’s and Olympus’ respective historical consolidated or combined financial statements for each period presented. As Olympus’ historical financials were prepared on a “carve-out” basis, a portion of EDR’s corporate expenses have been allocated to Olympus. Historically, separate financial statements have not been prepared for Olympus and it has not operated as a standalone business from EDR. As such, Olympus’ historical financials may not be indicative of what they would have been had Olympus been operated as a standalone company. The pro forma statements of operations are presented as if the Transaction occurred on January 1, 2021, which is the beginning of the earliest year for which pro forma financial statements are required to be presented in this information statement. The pro forma balance sheet is presented as if the Transaction occurred on September 30, 2024.

The preparation of pro forma financial statements is based on reasonable estimates, assumptions and adjustments that affect the amounts reported in such financial statements and the notes thereto. The pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed and have been made solely for the purpose of providing pro forma financial statements. These pro forma financial statements are presented for illustrative purposes only and do not necessarily reflect the operating results or financial position that would have occurred if the Transaction had been consummated on the dates indicated, nor are they necessarily indicative of the results of operations or financial condition that may be expected for any future period or date. Differences between these preliminary estimates and the final transaction accounting, expected to be completed after the closing of the Transaction, will occur and these differences could have a material impact on the accompanying pro forma financial statements and the combined company’s future results of operations and financial position. As certain expenses reflected in Olympus’ historical financial statements are allocated, Olympus’ historical financial statements may not be indicative of the financial statements that would have been presented if Olympus had been operated as a standalone entity. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity.

Note 2. Cash and Cash Equivalents

Per the Transaction Agreement, the amount of cash and cash equivalents recorded in the Olympus balance sheet as of the Closing Date is expected to be $25.0 million. As such, the pro forma balance sheet reflects a $92.4 million reduction to cash and cash equivalents with offsetting entries of $55.2 million to nonredeemable non-controlling interests and $37.2 million to additional paid-in capital. This adjustment results in the cash and cash equivalents balance reported historically in the Olympus balance sheet as of September 30, 2024 to be reduced from $117.4 million to $25.0 million.

Note 3. Related Parties Transactions

Following the closing of the Transaction, in the event that TKO receives payments relating to accounts receivable of Olympus or EDR in connection with the 2024 Olympics or 2024 / 2025 FA Cup North America Media Rights,

TKO will remit these payments to EDR. Alternatively, if TKO makes payments relating to accounts payable of Olympus or EDR in connection with the 2024 Olympics, EDR will remit these amounts to TKO. The estimated related party transactions between TKO and EDR related to remitting payments are reflected as adjustments in the pro forma balance sheet. Specifically, adjustments of $61.7 million to other current assets for amounts due from EDR to TKO, $65.7 million to other current liabilities for amounts due to EDR from TKO, resulting in a $2.4 million reduction of nonredeemable non-controlling interests and a reduction of $1.6 million to additional paid-in capital are reflected in the pro forma balance sheet.

Note 4. Income Taxes

TKO PubCo was incorporated as a Delaware corporation in March 2023. As the sole managing member of TKO, TKO PubCo is subject to corporate income taxes on its share of taxable income of TKO. TKO is treated as a partnership for U.S. federal income tax purposes and is therefore generally not subject to U.S. corporate income tax, other than entity level income taxes in certain U.S. state and local jurisdictions and U.S. federal, state, and local taxes on wholly-owned corporate subsidiaries that are regarded entities for tax purposes and subject to taxes on income they generate. TKO’s foreign subsidiaries are subject to entity level taxes, and TKO’s U.S. subsidiaries are subject to foreign withholding taxes on sales in certain foreign jurisdictions which are included as a component of foreign current taxes. For purposes of these financial statements, Olympus is subject to the same U.S. federal income tax treatment as TKO and is not subject to U.S. corporate income taxes. The historical transaction adjustments below include revaluations of TKO balances to post-transaction ownership percentages and align the Olympus tax balances with the TKO tax structure.

The adjustments to provision (benefit) for income taxes for the nine months ended September 30, 2024 and for the fiscal years ended December 31, 2023, 2022 and 2021 are as follows:


	Nine Months Ended September 30, 2024		Years Ended December 31,
	Nine Months Ended September 30, 2024		2023			2022			2021
Historical provision (benefit) for income taxes		6,325		48,741			20,453			12,075
Transaction accounting adjustments:
Adjustments to historical provision (benefit) for income taxes		20,591		(6,782	)		(6,695	)		11,503
Provision (benefit) for income taxes for adjustments on intercompany transactions		—		—			—			—
Provision (benefit) for income taxes for accounting policy adjustments		—		—			—			—
Deferred tax provision (benefit) for merger- related costs		—		—			—			—

Total transaction accounting adjustments on provision (benefit) for income taxes		20,591		(6,782	)		(6,695	)		11,503

Pro forma provision (benefit) for income taxes		26,916		41,959			13,758			23,578

The adjustments to deferred tax liabilities, net, with the corresponding adjustments to additional paid-in capital on the unaudited pro forma condensed combined balance sheet as of September 30, 2024 are as follows:


Historical deferred tax liabilities, net	449,359
Transaction accounting adjustments:
Adjustments to historical deferred income taxes	(72,667	)
Deferred tax asset for accounting policy adjustments	—
Deferred tax asset for merger-related costs	—

Total transaction accounting adjustments on deferred tax liabilities, net, with the corresponding adjustments to additional paid-in capital	(72,667	)

Pro forma deferred income tax liabilities, net	376,692

Note 5. Transaction Costs

In connection with the Transaction, TKO expects to incur approximately $50.5 million of transaction costs, primarily consisting of financial advisory, legal and other professional fees, after September 30, 2024. Such costs are reflected as a $50.5 million increase to accrued liabilities with offsetting entries of $30.2 million to nonredeemable non-controlling interests and $20.3 to accumulated deficit on the pro forma balance sheet as of September 30, 2024 and are also reflected in the pro forma statement of operations for the fiscal year ended December 31, 2023 (i.e. the most recent annual period presented) as an adjustment to selling, general and administrative expenses. The transaction costs are reflected within net income (loss) attributable to TKO prior to the WWE/UFC Transactions as these expenses are assumed to have been incurred on January 1, 2023 prior to the close of the TKO PubCo formation, which is consistent with Article 11 pro forma financial statement presentation. However, when the Transaction closes, management expects the transaction costs to be attributable to TKO PubCo and TKO. The transaction costs are expected to be non-recurring.

In addition, for the nine months ended September 30, 2024, TKO incurred $8.4 million of transaction costs. These costs are not reflected as a pro forma adjustment because they have been recorded within historical selling, general and administrative expenses for the nine months ended September 30, 2024. Olympus has not incurred any transaction costs within its historical financial statements.

Note 6. Shares Conversion

TWI will survive the Transaction as a wholly-owned subsidiary of TKO. On the terms and subject to the conditions set forth in the Transaction Agreement, at the Closing, the EDR Parties will transfer all equity interests in TWI and 45% of Euroleague JV to TKO, known as the Transferred Equity Interests, in exchange for equity consideration. TKO PubCo will issue shares of TKO PubCo Class B Common Stock to EDR Parties, who will subscribe to these shares. The following table details the calculations of the number of TKO PubCo Shares expected to be issued in the Transaction and the par value of the TKO PubCo Shares outstanding after the Transaction, assuming the Transaction occurred on September 30, 2024, the date of the pro forma balance sheet. The issuance of additional shares did not result in an adjustment to the pro forma balance sheet. The EDR Parties’ expected ownership percentage of TKO will vary based on the actual shares outstanding as of the closing of the Transaction.


	Class A Common Stock		Class B Common Stock
	(in thousands, except share amounts)
Shares of TKO PubCo common stock issued at September 30, 2024		81,146,843		89,616,891
Estimated shares of TKO PubCo common stock to be issued in the Transaction:		—		26,541,737

Estimated shares of TKO PubCo common stock after the Transaction		81,146,843		116,158,628

Estimated par value of TKO PubCo common stock issued after the Transaction at $0.00001 per share	$	1	$	1

The 26.5 million shares of TKO PubCo Class B Common Stock expected to be issued in the Transaction includes (i) 26.1 million shares based on the $3.25 billion valuation of Olympus and (ii) an additional 0.4 million shares related to the Specified Equity Adjustment Amount.

Note 7. Reclassifications

The historical financial information of Olympus included in the pro forma financial statements reflects the following reclassifications to conform Olympus’ historical financial information to TKO PubCo’s presentation.

Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024

(a)

Olympus reported $1,475.8 million as of September 30, 2024 within net parent investment. This amount has been reclassified to additional paid-in capital in the pro forma balance sheet.

Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 2023

(b)

TKO PubCo’s consolidated financial statements for the year ended December 31, 2023 present net income (loss) prior to and subsequent to September 12, 2023 which represents TKO PubCo’s formation date. A $7.0 million reclassification is made to net income (loss) attributable to TKO Operating Company, LLC prior to the WWE/UFC Transactions and net income (loss) attributable to TKO Group Holdings, Inc. / Olympus’ parent to represent Olympus historical net income prior to and subsequent to September 12, 2023.

Note 8. Non-Controlling Interests (“NCI”)

Upon the closing of the Transaction, EDR, through its subsidiaries, is expected to own 59.7% of TKO, and TKO PubCo is expected to own 40.3% of TKO. This pro forma adjustment reflects the new ownership percentages expected after the Transaction closes. The new ownership percentages resulted in adjustments of $1,634.9 million to nonredeemable non-controlling interests, $21.0 million to accumulated other comprehensive loss and $1,655.9 million adjustment to additional paid-in capital on the pro forma balance sheet as of September 30, 2024. Additionally, adjustments to reflect increased losses of $113.6 million and $28.7 million were made to net income (loss) attributable to non-controlling interests within the pro forma statement of operations for the nine months ended September 30, 2024 and for the period from September 12, 2023, the day TKO PubCo was formed, to December 31, 2023 to recognize the non-controlling interests in TKO.

Note 9. Intercompany Eliminations

The pro forma financial statements have been adjusted to eliminate transactions between TKO and Olympus. These transactions include (i) revenue related to event and other licensing agreements in which Olympus provides services and rights to TKO and TKO provides services and media rights to Olympus and (ii) support for production and consulting services provided by TKO to Olympus. Additionally, intercompany eliminations cover activities performed by Olympus for TKO under the TKO Services Agreement. These activities mainly involve administrative and commercial services and are classified under selling, general, and administrative expenses and direct operating costs, respectively.

Exhibit 99.2

INDEX TO COMBINED FINANCIAL STATEMENTS OF THE BUSINESSES


COMBINED FINANCIAL STATEMENTS

Independent Auditor’s Report			F-2

Combined Balance Sheets as of December 31, 2023 and 2022			F-4

Combined Statements of Operations for the years ended December 31, 2023, 2022 and 2021(unaudited)			F-5

Combined Statements of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021(unaudited)			F-6

Combined Statements of Equity for the years ended December 31, 2023, 2022 and 2021(unaudited)			F-7

Combined Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021(unaudited)			F-10

Notes To Combined Financial Statements			F-12

F-1

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of Endeavor Group Holdings, Inc.

Opinion

We have audited the combined financial statements of The Olympus Business of Endeavor Group Holdings, Inc. (the “Company”), which comprise the combined balance sheets as of December 31, 2023 and 2022, and the related combined statements of operations, comprehensive loss, equity, and cash flows for the years then ended, and the related notes to the combined financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced recurring net losses and negative operating cash flows, the Company’s continued operations are dependent on ongoing capital investments from the Parent, and substantially all of the Company’s tangible and intangible assets are pledged as collateral to a $2.2 billion term loan of the Parent scheduled to mature on May 18, 2025, and the Company has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Other Matter

The accompanying statements of operations and cash flows of The Olympus Business of Endeavor Group Holdings, Inc. for the year December 31, 2021, were not audited, reviewed, or compiled by us, and, accordingly, we do not express an opinion or any other form of assurance on them.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

F-2

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Deloitte & Touche LLP

New York, NY

December 10, 2024

F-3

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED BALANCE SHEETS

(In thousands)


	As of December 31,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	124,840		$	124,362
Restricted cash		11,167			11,062
Accounts receivable (net of allowance for doubtful accounts of $21,444 and $15,753, respectively)		222,823			240,115
Deferred costs		546,657			185,286
Other current assets		234,033			155,401

Total current assets		1,139,520			716,226

Property, buildings and equipment, net		84,618			56,590
Operating lease right-of-use assets		39,583			40,315
Intangible assets, net		425,967			471,136
Goodwill		777,915			785,370
Investments		62,094			56,190
Deferred income taxes		2,764			2,038
Other assets		174,026			160,804

Total assets	$	2,706,487		$	2,288,669

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	171,919		$	187,669
Accrued liabilities		154,918			145,430
Current portion of operating lease liabilities		12,843			8,193
Deferred revenue		554,365			297,283
Other current liabilities		26,395			26,639

Total current liabilities		920,440			665,214

Long-term borrowings		2,690			2,403
Long-term operating lease liabilities		31,674			36,583
Deferred tax liabilities		73,152			76,937
Other long-term liabilities		106,504			152,068

Total liabilities		1,134,460			933,205

Commitments and contingencies (Note 16)
Parent’s equity:
Net parent investment		1,637,814			1,432,085
Accumulated other comprehensive loss		(60,230	)		(70,735	)

Total parent’s equity		1,577,584			1,361,350

Non-controlling interests		(5,557	)		(5,886	)

Total equity		1,572,027			1,355,464

Total liabilities and equity	$	2,706,487		$	2,288,669

See accompanying notes to Combined Financial Statements.

F-4

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED STATEMENTS OF OPERATIONS

(In thousands)


	For the years ended December 31,
	2023			2022			2021 (unaudited)
Revenue	$	1,569,096		$	1,544,991		$	1,389,142
Operating expenses:
Direct operating costs		1,079,551			1,055,656			1,102,479
Selling, general and administrative expenses		479,464			427,280			346,761
Insurance recoveries		—			—			(30,478	)
Depreciation and amortization		59,434			73,587			73,246
Impairment charges		21,529			—			—

Total operating expenses		1,639,978			1,556,523			1,492,008

Operating loss		(70,882	)		(11,532	)		(102,866	)
Other income (expense):
Interest income, net		9,436			5,483			8,608
Other income (expense), net		20,994			(29,415	)		(17,797	)

Loss before income taxes and equity income from affiliates		(40,452	)		(35,464	)		(112,055	)
Provision for (benefit from) income taxes		17,295			6,135			(3,694	)

Loss before equity income of affiliates		(57,747	)		(41,599	)		(108,361	)
Equity income of affiliates, net of tax		9,478			7,597			4,639

Net loss		(48,269	)		(34,002	)		(103,722	)
Less: Net income (loss) attributable to non-controlling interests		1,175			13,464			(14,910	)

Net loss attributable to the parent	$	(49,444	)	$	(47,466	)	$	(88,812	)

See accompanying notes to Combined Financial Statements.

F-5

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)


	For the years ended December 31,
	2023			2022			2021 (unaudited)
Net loss	$	(48,269	)	$	(34,002	)	$	(103,722	)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments		10,505			(34,715	)		(919	)

Total comprehensive loss net of tax		(37,764	)		(68,717	)		(104,641	)
Less: Comprehensive income (loss) attributable to non-controlling interests		1,175			13,464			(14,910	)

Comprehensive loss attributable to the parent	$	(38,939	)	$	(82,181	)	$	(89,731	)

See accompanying notes to Combined Financial Statements.

F-6

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED STATEMENTS OF EQUITY

(In thousands)


	Year Ended December 31, 2023
	Net Parent Investment			Accumulated Other Comprehensive Loss			Total Parent’s Equity			Non-controlling Interests			Total Equity
Balance at January 1, 2023	$	1,432,085		$	(70,735	)	$	1,361,350		$	(5,886	)	$	1,355,464
Comprehensive (loss) income		(49,444	)		10,505			(38,939	)		1,175			(37,764	)
Net transfers from parent		255,173			—			255,173			(7	)		255,166
Distributions		—			—			—			(839	)		(839	)

Balance at December 31, 2023	$	1,637,814		$	(60,230	)	$	1,577,584		$	(5,557	)	$	1,572,027

See accompanying notes to Combined Financial Statements.

F-7

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED STATEMENTS OF EQUITY

(In thousands)


	Year Ended December 31, 2022
	Net Parent Investment			Accumulated Other Comprehensive Loss			Total Parent’s Equity			Non-controlling Interests			Total Equity
Balance at January 1, 2022	$	1,263,468		$	(36,020	)	$	1,227,448		$	36,792		$	1,264,240
Comprehensive (loss) income		(47,466	)		(34,715	)		(82,181	)		13,464			(68,717	)
Net transfers from (to) parent		216,083			—			216,083			(55,510	)		160,573
Distributions		—			—			—			(632	)		(632	)

Balance at December 31, 2022	$	1,432,085		$	(70,735	)	$	1,361,350		$	(5,886	)	$	1,355,464

See accompanying notes to Combined Financial Statements.

F-8

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED STATEMENTS OF EQUITY

(In thousands)


	Year Ended December 31, 2021 (unaudited)
	Net Parent Investment			Accumulated Other Comprehensive Loss			Total Parent’s Equity			Non-controlling Interests			Total Equity
Balance at January 1, 2021	$	1,127,001		$	(35,101	)	$	1,091,900		$	49,867		$	1,141,767
Comprehensive loss		(88,812	)		(919	)		(89,731	)		(14,910	)		(104,641	)
Net transfers from parent		225,279			—			225,279			2,076			227,355
Contributions		—			—			—			5,400			5,400
Distributions		—			—			—			(5,080	)		(5,080	)
Acquisition of non-controlling interests		—			—			—			(561	)		(561	)

Balance at December 31, 2021	$	1,263,468		$	(36,020	)	$	1,227,448		$	36,792		$	1,264,240

See accompanying notes to Combined Financial Statements.

F-9

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED STATEMENTS OF CASH FLOWS

(In thousands)


	For the years ended December 31,
	2023			2022			2021 (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(48,269	)	$	(34,002	)	$	(103,722	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		59,434			73,587			73,246
Impairment charges		21,529			—			—
Equity-based compensation expense		7,403			7,854			26,129
Distributions from affiliates		6,499			6,953			5,402
Change in fair value of financial instruments		(5,722	)		1,008			3,649
Change in fair value of contingent liabilities		2,012			62			75
Gain on business divestiture and sale of assets		—			(5,875	)		(3,606	)
Net provision for (benefit from) allowance for doubtful accounts		5,691			(6,512	)		(1,662	)
Net (gain) loss on foreign currency transactions		(12,731	)		16,612			5,781
Equity income from affiliates		(9,478	)		(7,597	)		(4,639	)
Income taxes		(1,408	)		(15,326	)		(16,345	)
Other, net		1,223			1,661			1,467
Changes in operating assets and liabilities - net of acquisitions:
Decrease (increase) in receivables		15,380			(78,491	)		(29,786	)
Increase in other current assets		(73,004	)		(59,004	)		(54,870	)
Increase in other assets		(95,218	)		(10,537	)		(72,840	)
(Increase) decrease in deferred costs		(269,503	)		979			(249	)
Increase (decrease) in deferred revenue		159,673			(35,263	)		5,641
(Decrease) increase in accounts payable and accrued liabilities		(13,329	)		(5,848	)		83,938
Increase in other liabilities		47,596			42,776			15,777

Net cash used in operating activities		(202,222	)		(106,963	)		(66,614	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition, net of cash acquired		—			(3,873	)		(29,185	)
Purchases of property and equipment		(45,120	)		(30,698	)		(11,033	)
Proceeds from sale of assets		—			—			8,440
Investments in affiliates		(1,500	)		—			—
Distributions from affiliates		485			141			604
Due from parent		(2,122	)		—			—

Net cash used in investing activities		(48,257	)		(34,430	)		(31,174	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of contingent consideration related to acquisitions		(1,747	)		(2,204	)		(83	)
Net transfers from parent		253,293			133,323			205,270
Distributions of non-controlling interests		(839	)		(632	)		(5,080	)
Contributions of non-controlling interests		—			—			5,400
Proceeds from borrowings		42,913			—			—
Payments on borrowings		(43,557	)		(474	)		(24,388	)
Payments of financing costs		—			—			(810	)
Due to parent		311			—			(666	)

Net cash provided by financing activities		250,374			130,013			179,643

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	For the years ended December 31,
	2023		2022			2021 (unaudited)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		688		(10,403	)		998
Increase (decrease) in cash, cash equivalents and restricted cash		583		(21,783	)		82,853
Cash, cash equivalents and restricted cash at beginning of year		135,424		157,207			74,354

Cash, cash equivalents and restricted cash at end of year	$	136,007	$	135,424		$	157,207

See accompanying notes to Combined Financial Statements.

F-11

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

Endeavor Group Holdings, Inc. and its subsidiaries (collectively referred to as “Endeavor” or “Parent”) have entered into a definitive agreement with TKO Group Holdings, Inc. (“TKO PubCo”) on October 24, 2024 to sell its IMG Media business and certain contracts associated with Wimbledon, Soccer and Stadia, SailGP, and Royal & Ancient Golf Club of St. Andrews (“R&A”), (collectively referred to as the “IMG Media Business”), Professional Bull Riders (the “PBR Business”), On Location (the “OLE Business”), Mailman, and various events businesses, including Golf Events, Formula Drift, and International Figure Skating. Together, these businesses are referred to as “Olympus” or the “Businesses”. The Businesses have historically been managed as part of Endeavor’s Owned Sports Properties, Representation, and Events, Experiences & Rights segments. The Businesses own and operate the PBR Business, events related to Golf Events and Figure Skating, and manage hospitality for other global events through the OLE Business. The Businesses are responsible for managing, advising on, and selling media rights globally, as well as providing broadcast production services for live events and offering facilities and technical connections for events. The Businesses also retain control over the organization, promotion and marketing of the PBR Business, as well as the monetization of their events, media distribution, licensing and partnership sales. References in these Combined Financial Statements to “our”, “we” or the “Company” refer to the Businesses.

Going Concern

These combined financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has experienced net losses and negative operating cash flows for all historical periods presented. As a result, the Company’s continued operations are dependent on ongoing investments of capital from the Parent. As of the issuance date, there is no commitment by the Parent to fund the Company’s operations within one year from the issuance of these combined financial statements. In the event that the Company is unable to receive sufficient funds from the Parent, it would have to substantially alter, or possibly even discontinue or curtail operations, or sell assets at distressed prices.

When assessing the ability of the Parent to continue to support the Company, management considered the overall indebtedness of the Parent and its ability to repay its obligations one year from the issuance of these combined financial statements. Management of the Parent concluded that, as a result of the upcoming maturity of the Parent’s $2.2 billion term loan on May 18, 2025, substantial doubt existed regarding the Parent’s ability to continue as a going concern within one year after the date that the Parent’s financial statements as of and for the three and nine months ended September 30, 2024, were issued.

Additionally, substantially all of the Company’s tangible and intangible assets are pledged as collateral to the Parent’s $2.2 billion term loan scheduled to mature on May 18, 2025. Absent the Parent’s ability to secure additional liquidity, extend the maturity of or refinance such term loan, the Company’s operations may be adversely impacted in the event the lenders declare an event of default and exercise their rights and remedies under the first lien credit agreement.

While the Parent has had a history of being able to secure additional liquidity or refinance its outstanding indebtedness, the feasibility of some of the Parent’s plans are contingent upon factors outside of the control of the Parent. Consequently, it is management’s opinion that the Company will not be able to rely on the Parent’s ability to secure additional liquidity, extend the maturity of or refinance such term loan or the Parent’s ongoing investment of capital within one year of the date of the combined financial statements. In this case, management would plan to seek additional outside capital to fund the Company’s operations over the next twelve months beyond the issuance date.

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These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying combined financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Accordingly, the accompanying combined financial statements do not include any adjustments that might result from the outcome of these uncertainties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Combined Financial Statements and footnotes of the Company have been derived from the consolidated financial statements and accounting records of Endeavor and were prepared on a standalone basis in accordance with U.S. generally accepted accounting principles (“GAAP”). The assets, liabilities, revenue and expenses of the Company have been reflected in these Combined Financial Statements on a historical cost basis, as included in the consolidated financial statements of Endeavor, using the historical accounting policies applied by Endeavor. Historically, separate financial statements have not been prepared for the Company and it has not operated as a standalone business from Endeavor. The historical results of operations, financial position, and cash flows of the Company presented in these Combined Financial Statements may not be indicative of what they would have been had the Company been an independent standalone company, nor are they necessarily indicative of the Company’s future results of operations, financial position, and cash flows.

The Combined Financial Statements include all revenues and costs directly attributable to the Businesses and reflect allocations of certain Endeavor corporate, infrastructure and shared services expenses, including centralized research, legal, human resources, payroll, finance and accounting, employee benefits, real estate, insurance, information technology, telecommunications, treasury, and other expenses. Where possible, these charges were allocated based on direct usage, with the remainder allocated on a pro rata basis of headcount and gross profit, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented. The allocations may not, however, reflect the expense the Company would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that the Company will incur in the future or would have incurred if the Company had obtained these services from a third party.

The Combined Balance Sheets of the Company include Endeavor’s assets and liabilities that are specifically identifiable or otherwise attributable to the Company, including subsidiaries and/or joint ventures relating to the Company in which Endeavor has a controlling financial interest.

Cash and cash equivalents held by Endeavor at the corporate level were not attributable to the Company for any of the periods presented due to Endeavor’s centralized approach to cash management and the financing of its operations. Only cash amounts held by entities for which the Company has legal title are reflected in the Combined Balance Sheets. Endeavor’s debt was not attributed to the Company for any of the periods presented because Endeavor’s borrowings are not the legal obligation of the Company. Transfers of cash, both to and from Endeavor’s centralized cash management system, are reflected as a component of Net parent investment in the Combined Balance Sheets and as financing activities in the accompanying Combined Statements of Cash Flows.

Endeavor maintains various benefit and equity-based compensation plans at a corporate level and postretirement-related benefit plans at a subsidiary level. The Company’s employees participate in those programs and a portion of the cost of those plans is included in the Company’s Combined Financial Statements. See note 11, “Equity Based Compensation” and note 12, “Employee Benefits”, for additional information.

Principles of Combination

The Combined Financial Statements include the Company’s net assets and results of operations as described above.

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All intercompany balances and transactions within the Company have been eliminated in the Combined Financial Statements. As described in Note 17 transactions between the Company and Endeavor have been included in these Combined Financial Statements. Certain financing transactions with Endeavor are deemed to have been settled immediately through Net parent investment in the Combined Balance Sheets and are accounted for as a financing activity in the Combined Statement of Cash Flows as Transfers (to) from parent. Net parent investment represents Endeavor’s historical investment in the Company and includes accumulated net income and losses attributable to the Company and the net effect of transactions with Endeavor and its subsidiaries.

Use of Estimates

The preparation of these Combined Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Combined 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, recoverability of deferred costs, the fair value of acquired assets and liabilities associated with acquisitions, the fair value of the Parent’s reporting units and the assessment of goodwill, other intangible assets and long-lived assets for impairment, investments, the fair value of equity-based compensation, 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 Combined Financial Statements in future periods.

Revenue Recognition

The Company primarily generates revenue from media rights sales, production service and studio fees, sponsorships, ticket sales, hospitality, license fees, subscriptions, profit sharing, and commissions.

In accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when control of the promised goods or services is transferred to the Company’s customers either at a point in time or over time, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. For contracts which have more than one performance obligation, the total transaction price, which includes the estimated amount of variable consideration, is allocated based on observable prices or, if standalone selling prices are not readily observable, based on management’s estimate of each performance obligation’s standalone selling price. The variable consideration contained in the Company’s contracts includes sales or usage-based royalties earned on licensing the Company’s intellectual property and commissions earned on sales or usage-based royalties related to representing its clients, which are recognized in accordance with the sales or usage-based royalty exception under ASC 606. The variability related to these royalties will be resolved in the periods when the licensee generates sales or usage related to the intellectual property license. For the Company’s contracts that do not include licensing of intellectual property, the Company either estimates the variable consideration, subject to the constraint, or using the variable consideration allocation exception if applicable. The following are the Company’s primary sources of revenue.

Production Services and License Fees

Revenue from production services of live entertainment and sporting events is recognized at the time of the event on a per event basis. Revenue from production services of editorial video content is recognized when the

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content is delivered to and accepted by the customer and the license period begins. Revenue for license fees that include a royalty is recognized in the period the royalty is generated in accordance with the sales and usage-based royalty exception for licenses of functional intellectual property. Customers for the Company’s production services include broadcast networks, sports federations and independent content producers.

Content Distribution and Sales

The Company is an independent global distributor of sports programming and possesses relationships with a wide variety of broadcasters and media partners around the world. The Company sells media rights globally on behalf of its clients as well as their owned assets, including PBR. For sales of media and broadcast rights for live entertainment and sporting event programming on behalf of clients, the Company has both arrangements in which it is acting as a principal (full rights buy-out model) as well as an agent (commission model).

•

Full rights buy-out model: For media rights sales in which the Company is acting as a principal, the Company generally will enter into an agreement with the underlying media rights owner to license the media rights prior to negotiating license arrangements with customers, primarily broadcasters and other media distributors. Upon licensing the media rights from the rights owner, the Company obtains control of the rights and has the ability to obtain substantially all the remaining economic benefits of the rights. The Company is also obligated to pay the media rights owner the licensee fee regardless of the Company’s ability to monetize the rights. The Company has discretion in negotiating licensee fees with customers and it retains customer credit risk. The Company recognizes the customer license fees as revenue and the consideration paid to the rights holders for the acquisition of the rights as a direct operating cost. The satisfaction of the performance obligation depends on the number and timing of events delivered and is satisfied when the events take place.

•

Commission model: For media rights sales in which the Company does not obtain control of the underlying rights, the Company earns a commission equal to a stated percentage of the license fees for the rights distributed. As the Company does not obtain control of the underlying media rights, the Company recognizes the sales commission as revenue. The Company’s performance obligation generally includes distributing the live video feed and revenue is typically recognized on an event basis.

For owned assets relating to PBR, the Company enters into media rights agreements with broadcasters and other distributors for the airing of certain programming rights the Company produces. The Company’s media rights agreements are generally for multiple years, include a specified amount of programming (both number of events and duration) and contain fixed annual rights fees. The programming under these arrangements can include several performance obligations for each contract year such as media rights for live event programming, episodic programming, taped programming archives and sponsorship rights at the underlying events. The Company allocates the transaction price across performance obligations based on management’s estimate of the standalone selling price of each performance obligation. License fees from media rights are recognized when the event or program has been delivered and is available for exploitation. The transaction price for live entertainment and sporting event programming rights is generally based on a fixed license fee. The Company owns and operates its own over-the-top (“OTT”) platform, PBR Ride Pass, that engages customers through a monthly subscription-based model. Access to PBR Ride Pass is provided to subscribers and revenue is recognized ratably over each paid monthly membership period. Revenue for PBR Ride Pass is deferred for subscriptions paid in advance until earned. The Company recognizes revenue for PBR Ride Pass gross of third-party distributor fees as the Company is the principal in the arrangement.

Commission revenue from distribution and sales arrangements for television properties, documentaries and films of independent production companies is recognized when the underlying content becomes available for view or telecast and has been accepted by the customer.

F-15

Events

The Company earns fees from events that it controls in addition to providing event related services to events controlled by third parties. The Company generates revenue primarily through ticket sales and participation entry fees, hospitality and sponsorship sales, and management fees each of which may represent a distinct performance obligation or may be bundled into an experience package. The Company allocates the transaction price to all performance obligations contained within an arrangement based upon their relative stand-alone selling price.

For controlled events (owned or licensed), revenue is generally recognized for each performance obligation over the course of the event, multiple events, or contract term in accordance with the pattern of delivery for the particular revenue source. Advance ticket sales, participation entry fees and hospitality sales are recorded as deferred revenue pending the event date. Sponsorship income is recognized over the term of the associated event, or events, to which the sponsorship is associated. Revenue from merchandise sales and concessions is recognized when the products are delivered which is generally at point of sale during the event.

The Company’s bundled experience packages may include individual tickets, experiential hospitality, hotel accommodation and transportation. For these experience packages, the Company recognizes revenue at the event date when all of the package components have been delivered to the customer. The Company defers the revenue and cost of revenue on experience packages until the date of the event.

For services related to third-party controlled events, the Company’s customer is the third-party event owner. The Company earns fixed and/or variable commission revenue for ticket sales, collection of participation entry fees, hospitality sales or sponsorship sales on behalf of an event owner. For these arrangements, the Company recognizes as revenue the stated percentage of commissions due from the event owner (i.e. not the gross ticket sales/earnings from the event itself) as sales are completed, as the Company is acting as an agent of the event owner. The Company also provides event management services to assist third party event owners with producing certain live events, including managing hospitality and sponsorships. The Company earns fixed fees and/or variable profit participation commissions for event management services, and generally recognizes such revenue under the series guidance over the course of the event, multiple events, or contract term in accordance with the pattern of delivery for the service. For event management services, the Company may process payments to third party vendors on behalf of the event owner. The Company accounts for the pass-through of such third-party vendor payments either on a gross or net basis depending on whether the Company obtains control of the third-party vendor’s services.

Marketing

The Company provides marketing and consultancy services to brands with expertise in brand strategy, activation, sponsorships, endorsements, creative development and design, digital and original content, public relations, live events, branded impact and B2B services. Marketing revenue is either recognized over time, based on the number of labor hours incurred, costs incurred or time elapsed based on the Company’s historical practice of transferring similar services to customers, or at a point in time for live event activation engagements. Consulting fees are typically recognized over time, based on the number of labor hours incurred.

Principal versus Agent

The Company enters into many arrangements that require the Company to determine whether it is acting as a principal or an agent. This determination involves judgment and requires evaluation as to whether the Company controls the goods or services before they are transferred to the customer. As part of this analysis, the Company considers if it is primarily responsible for fulfillment and acceptability of the goods or services, if it has the inventory risk before or after the transfer to the customer, and if the Company has discretion in establishing prices.

F-16

Direct Operating Costs

Direct operating costs primarily include both third-party and related party expenses associated with production of events and experiences, event ticket sales, and fees for media rights. This includes required payments related to media sales agency contracts when minimum sales guarantees are not met, venue rental and related costs associated with the staging of live events, compensation costs for athletes and talent, and material and related costs associated with consumer product merchandise sales.

Selling, General, and Administrative

Selling, general and administrative expenses primarily include personnel costs as well as rent, professional service costs and other overhead required to support the Company’s operations.

Cash and Cash Equivalents

Cash and cash equivalents include demand deposit accounts and highly liquid money market accounts with original maturities of three months or less at the time of purchase.

Restricted Cash

Restricted cash primarily includes cash restricted as to withdrawal or usage under the terms of a contractual agreement.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with various major banks and other high-quality financial institutions. The Company periodically evaluates the relative credit standings of these banks and financial institutions. The Company’s accounts receivable are typically unsecured and concentrations of credit risk with respect to accounts receivable are limited due to the large number of individuals and entities comprising the Company’s client base.

As of December 31, 2023, and 2022, no single customer accounted for 10% or more of the Company’s accounts receivable. For the years ended December 31, 2023, 2022 and 2021 (unaudited), no single customer accounted for 10% or more of the Company’s revenue.

Accounts Receivable

Accounts receivable are recorded at net realizable value. Accounts receivable are presented net of an allowance for doubtful accounts, which is an estimate of expected losses. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of significant customers based on known delinquent activity or disputes and ongoing credit evaluations in addition to evaluating the historical loss rate on the pool of receivables. Accounts receivable includes unbilled receivables, which are established when revenue is recognized, but due to contractual restraints over the timing of invoicing, the Company does not have the right to invoice the customer by the balance sheet date.

Receivables Purchase Agreement

Cash received from certain receivables of the Company are required to be swept to the Parent to repay amounts outstanding under the Parent’s receivables purchase agreement. This agreement was entered into in January 2020 to monetize amounts invoiced under a media rights agreement by transferring these amounts to a third party on a nonrecourse basis. As of December 31, 2023 and 2022, amounts outstanding under the Parent’s receivables purchase agreement were $4.7 million and $28.2 million, respectively.

F-17

Deferred Costs

Deferred costs principally relate to payments made to third-party vendors and venues in advance of events taking place, hospitality prepayments, and upfront contractual payments and prepayments for media rights fees. These costs are recognized when the event takes place or over the respective period of the media rights.

Property, Buildings and Equipment

Property, buildings and equipment are stated at historical cost less accumulated depreciation. Depreciation is charged against income over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of property, buildings and equipment are as follows:


Buildings		40 years
Leasehold improvements		Lesser of useful life or lease term
Furniture, fixtures, office and other equipment		2-7 years
Production equipment		3-7 years
Computer hardware and software		2-5 years

Costs of normal repairs and maintenance are charged to expense as incurred.

Leases

The Company determines whether a contract contains a lease at contract inception. The right-of-use asset and lease liability are measured at the present value of the future minimum lease payments, with the right-of-use asset being subject to adjustments such as initial direct costs, prepaid lease payments and lease incentives. Due to the rate implicit in each lease not being readily determinable, the Company uses the Parent’s incremental collateralized borrowing rate to determine the present value of the lease payments. The lease term includes periods covered by options to extend when it is reasonably certain the Company will exercise such options as well as periods subsequent to an option to terminate the lease if it is reasonably certain the Company will not exercise the termination option. Lease expense for lease payments is recognized on a straight-line basis over the lease term for our operating leases and for our finance leases, we record interest expense on the lease liability and straight-line amortization of the right-of-use asset over the lease term. Variable lease costs are recognized as incurred. Operating lease assets are included in our Combined Balance Sheets in non-current assets as an operating right-of-use asset and finance lease assets are included in non-current assets as other assets. Operating lease liabilities are included in our Combined Balance Sheets in long-term liabilities for the portion that is due on a long-term basis and in current liabilities for the portion that is due within 12 months of the financial statement date. Finance lease liabilities are included in other long-term liabilities for the portion that is due on a long-term basis and in other current liabilities for the portion that is due within 12 months of the financial statement date.

Business Combinations

The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses, including management’s estimation of the fair value of any contingent consideration, is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the Combined Statements of Operations.

F-18

Goodwill

Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested annually as of October 1 for impairment and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount of goodwill may not be recoverable.

For purposes of the Combined Financial Statements, goodwill was recorded on the basis of Endeavor’s reporting units. The goodwill amounts carry with them the results of Endeavor’s impairment tests, akin to a reorganization of reporting units of Endeavor for which U.S. GAAP does not require retrospective testing of goodwill under the reorganized structure.

Our Parent has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. A qualitative assessment includes, but is not limited to, consideration of the results of our most recent quantitative impairment test, consideration of macroeconomic conditions, and industry and market conditions. If Endeavor can support the conclusion that it is “not more likely than not” that the fair value of a reporting unit is less than its carrying amount under the qualitative assessment, Endeavor would not need to perform the quantitative impairment test for that reporting unit.

If Endeavor can support the conclusion that the fair value of a reporting unit is greater than its carrying amount under the qualitative assessment, Endeavor would not need to perform the quantitative impairment test for that reporting unit. If Endeavor cannot support such a conclusion or Endeavor does not elect to perform the qualitative assessment, then Endeavor must perform the quantitative impairment test. When Endeavor performs a quantitative test, they record the amount of goodwill impairment, if any, as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Charges resulting from an impairment test are recorded in Impairment charges in the Combined Statements of Operations.

Intangible Assets

Intangible assets consist primarily of trade names and customer and client relationships. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. The estimated useful lives of finite-lived intangible assets are as follows:


Trade names		2-20 years
Customers and client relationships		2-22 years
Internally developed technology		2-15 years
Other		2-12 years

For intangible assets that are amortized, the Company evaluates assets for recoverability when there is an indication of potential impairment or when the useful lives are no longer appropriate. If the undiscounted cash flows from a group of assets being evaluated is less than the carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value and an impairment loss is recognized for the difference between the fair value and carrying value, which is recorded in Impairment charges in the Combined Statements of Operations.

Identifiable indefinite-lived intangible assets are tested annually for impairment as of October 1 and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount of an indefinite-lived intangible may not be recoverable. The Company has the option to perform a qualitative assessment to determine if an impairment is “more likely than not” to have occurred. In the qualitative assessment, the Company must evaluate the totality of qualitative factors, including any recent fair value measurements, that impact whether an indefinite-lived intangible asset has a carrying amount that “more likely

F-19

than not” exceeds its fair value. The Company must then conduct a quantitative analysis if the Company (1) determines that such an impairment is “more likely than not” to exist, or (2) forgoes the qualitative assessment entirely. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess and is recorded in Impairment charges in the Combined Statements of Operations.

Investments

For equity method investments, the Company periodically reviews the carrying value of its investments to determine if there has been an other-than-temporary decline in fair value below carrying value. For equity investments without readily determinable fair value, the Company performs qualitative assessments during each reporting period. A variety of factors are considered when determining if an impairment exists, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent.

Fair Value Measurements

The Company accounts for certain assets and liabilities at fair value. Fair value measurements are categorized within a fair value hierarchy, which is comprised of three categories. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The carrying values reported in the Combined Balance Sheets for Cash and cash equivalents, Restricted cash, Accounts receivable, Accounts payable, and Accrued liabilities approximate fair value because of the immediate or short-term maturities of these financial instruments.

The Company’s assets measured at fair value on a nonrecurring basis include investments, long-lived assets, indefinite-lived intangible assets and goodwill. These assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment. The resulting fair value measurements of these assets are considered to be Level 3 measurements.

The Company’s assets and liabilities include foreign forward exchange contracts and contingent consideration which are recorded within Other current assets and Other assets as well as Other current liabilities and Other long-term liabilities in the Combined Balance Sheets. Refer to Note 9 – Fair Value Measurements for further information on the measurement of such assets and liabilities.

Non-controlling Interests

Non-controlling interests in combined subsidiaries represent the component of equity in combined subsidiaries held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss.

On Location

In connection with the acquisition of the OLE Business in January 2020, the Parent entered into the OL LLC Agreement of Endeavor OLE Parent, LLC (“OLE Parent”) with 32 Equity, LLC (“32 Equity”), whereby 32 Equity retained a minority interest in OLE Parent. In April 2022, the Parent acquired 32 Equity’s remaining minority interest in OLE Parent, resulting in 32 Equity’s Non-controlling interest being reclassified to Net parent investment.

F-20

Equity-Based Compensation

Equity-based compensation is accounted for in accordance with ASC Topic 718-10, Compensation-Stock Compensation. The Company records compensation costs related to incentive awards granted to employees under Endeavor’s equity-based compensation plans. Equity-based compensation cost is measured at the grant date based on the fair value of the award. Compensation cost for time- based awards is recognized ratably over the applicable vesting period. Compensation cost for performance-based awards with a performance condition is reassessed each period and recognized based upon the probability that the performance conditions will be achieved. The performance-based awards with a performance condition are expensed when the achievement of performance conditions are probable. The total expense recognized over the vesting period will only be for those awards that ultimately vest. Compensation cost for performance-based awards with a market condition is recognized regardless of the number of units that vest based on the market condition and is recognized on straight-line basis over the estimated service period, with each tranche separately measured. Compensation expense is not reversed even if the market condition is not satisfied. See Note 11 for further discussion of the Company’s equity-based compensation.

Income Taxes

The Company’s operations have historically been included in certain tax returns filed by the Parent. Income tax expense and other income tax related information contained in the Combined Financial Statements are presented on a hypothetical separate return basis, as prescribed by ASC Topic 740 (“ASC 740”), Income Taxes, as if the Company filed separate tax returns. The separate return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company were a separate taxpayer and a standalone enterprise for the periods presented. Tax attributes have been reported based on the hypothetical separate return basis results for the periods presented in the Combined Financial Statements. The calculation of income taxes on a hypothetical separate return basis requires a considerable amount of judgment and use of both estimates and allocations, therefore items of current and deferred taxes may not be reflective of the actual tax balances subsequent to the periods presented. Current income tax liabilities including amounts for unrecognized tax benefits related to the Company’s activities included in the Parent’s income tax returns are assumed to be immediately settled with Parent and are relieved through the Net Parent investment account in the Combined Balance Sheets and Net transfers from Parent in the Combined Statements of Cash Flows.

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740. Deferred income taxes reflect the tax effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws. Valuation allowances are recognized to reduce deferred tax assets to the amount that will more likely than not be realized. In assessing the need for a valuation allowance, management considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies and actions. When there is a change in the determination as to the amount of deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to provision for income taxes in the period in which such determination is made.

ASC 740 prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The Company recognizes additional tax liabilities when the Company believes that certain positions may not be fully sustained upon review by tax authorities. Benefits from tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. The noncurrent portion of tax liabilities is included in other liabilities in the Combined Balance Sheets. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense.

F-21

Derivative Instruments

Derivative financial instruments are used by the Company in the management of its foreign currency exposures. The Company’s policy is not to use derivative financial instruments for trading or speculative purposes. The Company also participates in certain foreign currency risk programs administered by Endeavor. The hedging activity allocated to the Company is for the management of the Company’s forecasted foreign currency expenses. The Company generally does not independently execute derivative financial instruments to manage its foreign currency risk and instead participates in a centralized foreign currency hedging program administered by Endeavor.

However, the Company enters into forward foreign exchange contracts specifically related to the OLE Business and the IMG Media Business to economically hedge certain of its foreign currency risks. The Company evaluates whether its derivative financial instruments qualify for hedge accounting at the inception of the contract, and the Company determined the financial instruments are not designated for hedge accounting. The fair value of the derivative financial instrument is recorded in the Combined Balance Sheets. Changes in the fair value of the derivative financial instruments that are not designated for hedge accounting are reflected in the Combined Statements of Operations. The Combined Statement of Operations includes the impact of Endeavor’s derivative financial instruments designated as cash flow hedges to manage foreign currency risk that have been allocated to the Company based on its pro rata share of gross profit.

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. See note 8 for further discussion of the Company’s financial instruments.

Foreign Currency

The Company has operations outside of the United States. Therefore, changes in the value of foreign currencies affect the Combined Financial Statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the U.S. is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period end exchange rates for assets and liabilities and monthly average exchange rates for revenue, expenses and cash flows. For these countries, currency translation adjustments are recognized in Equity as a component of Accumulated other comprehensive loss, whereas transaction gains and losses are recognized in Other income (expense), net in the Combined Statements of Operations. The Company recognized $(15.9) million, $32.1 million and $13.8 million of realized and unrealized foreign currency transaction (gains) losses for the years ended December 31, 2023, 2022 and 2021(unaudited), respectively.

3. RECENT ACCOUNTING PRONOUNCEMENTS

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

In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718). This ASU amends or supersedes various SEC paragraphs within the FASB Accounting Standards Codification to conform to past SEC announcements and guidance issued by the SEC. The Company adopted this guidance on July 1, 2023 with no material effect on the Company’s financial position or results of operations.

F-22

Recently Issued Accounting Pronouncements

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 that security. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations.

In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force). This ASU allows a reporting entity to elect to account for its tax equity investments by using the proportional amortization method regardless of the program from which it receives income tax credits, provided certain conditions are met. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations.

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

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

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

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

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

F-23

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU improves the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this update are effective for public entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its Combined Financial Statements.

4. ACQUISITIONS

2022 ACQUISITION

In September 2022, the Company acquired 100% equity interests from the shareholders of Cingularity Media Ltd (“Cingularity”). Cingularity is a managed video service provider to the broadcast sports industry. The aggregate purchase price for this acquisition was $3.9 million including contingent consideration with a fair value of $0.9 million.

Allocation of Purchase Price

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


	Cingularity
Aggregate transaction consideration	$	3,873
Accounts receivable		245
Other current assets		86
Property, buildings and equipment		364
Other assets		105
Intangible assets:
Customer relationships		809
Goodwill		2,971
Accounts payable and accrued expenses		(596	)
Deferred revenue		(111	)

Net assets acquired	$	3,873

2021 ACQUISITIONS (unaudited)

In July 2021, the Company acquired 100% of the equity interests of Wishstar Enterprises Limited, the holding company of multiple entities (collectively, “Mailman”). Mailman is a digital sports agency and consultancy serving global sports properties. The Company paid $42.9 million in total consideration.

In July 2021, the Company acquired 100% of the capital stock of QCue, a Texas-based ticketing software company. The aggregate purchase price for this acquisition was $4.1 million.

The goodwill for Mailman and Qcue is partially deductible for tax purposes. The weighted average life of finite-lived intangible assets acquired for Mailman is 7.6 years. The weighted average life of finite-lived intangible assets acquired for Qcue is 2.7 years.

F-24

Allocation of Purchase Price

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


	Mailman			QCue
Aggregate transaction consideration	$	42,874		$	4,066
Cash and cash equivalents		16,598			1,157
Accounts receivable		11,292			339
Deferred costs		476			—
Other current assets		1,713			687
Property, buildings and equipment		585			223
Operating lease right-of-use assets		359			1,148
Investments		1,239			—
Other assets		2,085			—
Intangible assets:
Trade names		800			500
Customer relationships		12,400			1,300
Internally developed software		—			800
Goodwill		22,342			5,240
Accounts payable and accrued expenses		(16,255	)		(550	)
Other current liabilities		(1,606	)		(2,276	)
Long-term borrowings		(4,338	)		—
Current portion of operating lease liabilities		(359	)		(1,148	)
Deferred revenue		(972	)		(348	)
Other long-term liabilities		(3,485	)		(3,006	)

Net assets acquired	$	42,874		$	4,066

5. SUPPLEMENTARY DATA

Other current assets

Other current assets consisted of the following (in thousands):


	December 31,
	2023		2022
Ticket inventory	$	188,559	$	102,640
Other current receivables		29,120		41,571
Prepaid expenses		11,064		8,680
Due from parent (Note 17)		3,300		459
Other		1,990		2,051

Total other current assets	$	234,033	$	155,401

F-25

Other assets

Other assets consisted of the following (in thousands):


	December 31,
	2023		2022
Long-term deferred costs	$	143,194	$	141,729
Long-term receivables		15,555		3,305
Finance lease right-of-use assets		10,549		10,359
Other		4,728		5,411

Total other assets	$	174,026	$	160,804

Other long-term liabilities

Other long-term liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Long-term deferred revenue	$	15,324	$	54,796
Finance lease liability		8,322		9,151
Due to parent (Note 17)		6,423		10,399
Statutory tax liability		56,411		50,514
Other		20,024		27,208

Total other long-term liabilities	$	106,504	$	152,068

Property, Buildings and Equipment

Property, buildings and equipment consisted of the following (in thousands):


	December 31,
	2023			2022
Office, computer, production and other equipment	$	61,428		$	51,640
Buildings and leasehold improvements		52,318			38,647
Furniture and fixtures		39,264			33,117
Computer software		40,147			17,877
Construction in progress		8,641			10,478
Land		327			327

		202,125			152,086
Less: accumulated depreciation		(117,507	)		(95,496	)

Total property, buildings and equipment, net	$	84,618		$	56,590

Depreciation of property, buildings and equipment, including amortization of leasehold improvements, was $20.0 million, $14.9 million and $14.5 million during the years ended December 31, 2023, 2022 and 2021 (unaudited), respectively.

F-26

Accrued Liabilities

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


	December 31,
	2023		2022
Accrued operating expenses	$	87,529	$	87,571
Payroll, bonuses and benefits		37,119		35,521
Accrued taxes		10,634		2,502
Other		19,636		19,836

Total accrued liabilities	$	154,918	$	145,430

Valuation and Qualifying Accounts

The following table sets forth information about the Company’s valuation and qualifying accounts (in thousands):


	Balance at Beginning of Year			Additions / Charged to Costs and Expenses, Net			Deductions			Foreign Exchange			Balance at End of Year
Allowance for doubtful accounts
Year Ended December 31, 2023	$	15,753		$	9,084		$	(3,938	)	$	545		$	21,444
Year Ended December 31, 2022	$	22,265		$	5,241		$	(10,740	)	$	(1,013	)	$	15,753
Year Ended December 31, 2021(unaudited)	$	23,927		$	1,862		$	(3,679	)	$	155		$	22,265

Deferred tax valuation allowance
Year Ended December 31, 2023	$	(37,264	)	$	(488	)	$	—		$	—		$	(37,752	)
Year Ended December 31, 2022	$	(39,634	)	$	2,370		$	—		$	—		$	(37,264	)
Year Ended December 31, 2021(unaudited)	$	(25,325	)	$	(14,309	)	$	—		$	—		$	(39,634	)

Supplemental Cash Flow

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


	For the years ended December 31,
	2023		2022		2021 (unaudited)
Supplemental information:
Cash paid for taxes	$	2,436	$	4,971	$	1,706
Non-cash investing and financing activities:
Capital expenditure included in accounts payable and accrued liabilities	$	2,580	$	1,315	$	989
Contingent consideration provided in connection with acquisitions		—		873		4,245
Parent buyout of non-controlling interests		—		55,882
Investment in affiliates received for business divestiture		—		5,875		—

F-27

6. GOODWILL AND INTANGIBLE ASSETS

Goodwill

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


	Total
Balance — December 31, 2021(unaudited)	$	783,610
Acquisitions		2,909
Foreign currency translation and other		(1,149	)

Balance — December 31, 2022⁽¹⁾	$	785,370

Impairment		(7,544	)
Foreign currency translation and other		89

Balance — December 31, 2023⁽¹⁾	$	777,915

(1)	Net of accumulated impairment losses of $116.1 million and $108.6 million as of December 31, 2023 and 2022, respectively.

Intangible Assets

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


	Weighted Average Estimated Useful Life (in years)		Gross Amount		Accumulated Amortization			Carrying Value
Amortized:
Customer and client relationships		9.1	$	376,752	$	(235,238	)	$	141,514
Trade names		18.1		119,112		(41,509	)		77,603
Internally developed technology		3.2		9,505		(4,852	)		4,653
Other		2.0		7,842		(7,842	)		—

				513,211		(289,441	)		223,770

Indefinite-lived:
Trade names				182,979		—			182,979
Owned events				19,218		—			19,218

Total intangible assets			$	715,408	$	(289,441	)	$	425,967

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


	Weighted Average Estimated Useful Life (in years)		Gross Amount		Accumulated Amortization			Carrying Value
Amortized:
Customer and client relationships		9.0	$	373,867	$	(203,747	)	$	170,120
Trade names		17.7		133,090		(33,716	)		99,374
Internally developed technology		3.3		7,400		(3,434	)		3,966
Other		2.0		7,673		(7,653	)		20

				522,030		(248,550	)		273,480

F-28


	Weighted Average Estimated Useful Life (in years)	Gross Amount		Accumulated Amortization			Carrying Value
Indefinite-lived:
Trade names			178,708		—			178,708
Owned events			18,948		—			18,948

Total intangible assets		$	719,686	$	(248,550	)	$	471,136

Intangible asset amortization expense was $39.4 million, $58.7 million and $58.7 million for the years ended December 31, 2023, 2022 and 2021 (unaudited), respectively.

Estimated annual intangible amortization for the next five years and thereafter is as follows (in thousands):


	Years ending December 31,
2024	$	35,636
2025		31,491
2026		26,217
2027		23,415
2028		22,072
Thereafter		84,939

Total	$	223,770

Annual Impairment Assessments

During the years ended December 31, 2023, 2022 and 2021 (unaudited), the Company completed its annual impairment review of goodwill and intangibles. For the year ended December 31, 2023, the Company recorded total non-cash impairment charges of $7.5 million for goodwill and $14.0 million for trade names driven by lower projections. The Company’s fair value of goodwill was determined by the Parent’s assessment based on discounted cash flows using an applicable discount rate for the reporting units containing Olympus. Intangible assets were valued based on a relief from royalty method or an excess earnings method. For the years ended December 31, 2022 and 2021 (unaudited), the Company did not record an impairment charge for such review.

7. INVESTMENTS

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


	December 31,
	2023		2022
Equity method investments ⁽¹⁾	$	55,879	$	50,030
Equity investments without readily determinable fair values		6,132		6,160
Equity investments with readily determinable fair values		83		—

Total investments	$	62,094	$	56,190

(1)

The book value of four equity method investments exceeded the Company’s percentage ownership share of their underlying net assets by $7.9 million, $27.7 million, $13.7 million, and $5.9 million as of December 31, 2023. The book value of three equity method investments exceeded the Company’s percentage ownership share of the underlying net assets by and $7.7 million, $26.5 million, $10.1 million as of December 31, 2022. The basis differences, primarily resulting from acquisition purchase price step-ups on the investments, are accounted for as goodwill, which is not tested for impairment separately. Instead, the investments are tested if there are indicators of an other-than-temporary decline in carrying value.

F-29

Equity Method Investments

As of December 31, 2023 and 2022, the Company held various investments in non-marketable equity instruments of private companies. The Company’s ownership of its equity method investments ranges from 24% to 50%, as of December 31, 2023 and 2022.

The Company’s share of net income of Sports News Television LP (“SNTV”) for the years ended December 31, 2023, 2022, and 2021 (unaudited) was $5.5 million, $5.9 million and $5.6 million, respectively, and was recognized within Equity income of affiliates, net of tax in the Combined Statements of Operations. The Company also received dividends from SNTV for the years ended December 31, 2023, 2022 and 2021 (unaudited) of $5.8 million, $5.9 million and $5.2 million, respectively.

Equity Investments without Readily Determinable Fair Values

As of December 31, 2023 and 2022, the Company holds various investments in non-marketable equity instruments of private companies. For the years ended December 31, 2023 and 2022, the change in the investments without readily determinable fair value were driven by foreign currency translation. The Company performed its assessments of fair value during the years ended December 31, 2023, 2022 and 2021 (unaudited), but did not record an increase or decrease in the fair value of the investments.

8. FINANCIAL INSTRUMENTS

The Company enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions.

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


Foreign Currency	Foreign Currency Amount			US Dollar Amount		Weighted Average Exchange Rate Per $1 USD
British Pound Sterling	£	6,769	in exchange for	$	5,495	£	0.81

For forward foreign exchange contracts not designated as cash flow hedges, the Company recorded net gains (losses) of $3.1 million, $(2.2) million and $0.1 million for the years ended December 31, 2023, 2022 and 2021 (unaudited), respectively. These amounts were included in Other income (expense), net in the Combined 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 net gains (losses) of $1.7 million, $(0.4) million and $(8.0) million for the years ended December 31, 2023, 2022 and 2021 (unaudited), respectively, in Other income (expense), net in the Combined Statements of Operations.

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.

F-30

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

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

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


	Fair Value Measurements as of December 31, 2023
	Level I		Level II		Level III		Total
Assets:
Investments in equity securities with readily determinable fair values	$	83	$	—	$	—	$	83

Forward foreign exchange contracts		—		1,108		—		1,108

Total	$	83	$	1,108	$	—	$	1,191

Liabilities:
Forward foreign exchange contracts		—		3,372		—		3,372
Contingent consideration		—		—		3,590		3,590

Total	$	—	$	3,372	$	3,590	$	6,962


	Fair Value Measurements as of December 31, 2022
	Level I		Level II		Level III		Total
Assets:
Forward foreign exchange contracts	$	—	$	517	$	—	$	517

Total		—		517		—		517

Liabilities:
Forward foreign exchange contracts		—		8,218		—		8,218
Contingent consideration		—		—		3,374		3,374

Total	$	—	$	8,218	$	3,374	$	11,592

There have been no transfers of assets or liabilities between the fair value measurement classifications during the year ended December 31, 2023.

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 Other current liabilities and Other long-term liabilities in the Combined 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.

F-31

Forward Foreign Exchange Contracts

The Company classifies its forward foreign exchange contracts within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (Note 8). As of December 31, 2023 and 2022, the Company had $1.0 million and $0.5 million in Other current assets, $0.1 million and none in Other assets, $2.2 million and $3.1 million in Other current liabilities, and $1.2 million and $5.1 million in Other long-term liabilities, respectively, recorded in the Combined Balance Sheets related to the Company’s forward foreign exchange contracts.

10. BORROWINGS

On Location revolver

As of December 31, 2023, the Company has an OL revolving credit agreement with $42.9 million of borrowing capacity. The maturity date is the earlier of August 2026 or the date that is 91 days prior to the maturity date of the term loans under the Parent’s 2014 credit facility, due May 2025. As of December 31, 2023 and 2022, there were no borrowings outstanding under this agreement.

The OL revolving credit agreement contains a financial covenant that requires the OLE Business to maintain a First Lien Leverage Ratio of Combined First Lien Debt to the Parent’s 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 OL revolving credit facility plus outstanding letters of credit exceeding $2.0 million that are not cash collateralized exceeds forty percent of the total Revolving Commitments as measured on a quarterly basis, as defined in the credit agreement. The financial debt covenant of the OL revolving credit facility did not apply as of December 31, 2023 and 2022 as the OLE Business has no borrowings outstanding under the OL revolving credit agreement.

The OLE Business had no outstanding letters of credit under the revolving credit agreement as of December 31, 2023 and 2022. In June 2023, the Company executed an amendment of the OL revolving credit facility to replace LIBOR with SOFR.

During 2023, the Company borrowed and repaid $42.9 million under the OL revolving credit agreement.

Notes Payable for PBR Winners

The PBR Business enters into an unsecured promissory note agreement with individuals to pay out winnings from the PBR World Championships. The winner of each year’s event receives a $1.0 million note that is paid over 10 years. As of December 31, 2023, and 2022, there were $3.2 million and $3.0 million in notes payable outstanding for winnings, of which $0.5 million and $0.5 million is current borrowings outstanding and recorded within Other current liabilities, respectively.

Debt Maturities

The Company will be required to repay the following principal amounts in connection with its notes payable (in thousands):


	Years Ending December 31,
2024	$	900
2025		967
2026		700
2027		700
2028		500
Thereafter		500

Total	$	4,267

F-32

11. EQUITY BASED COMPENSATION

Certain employees of the Company participate in various Endeavor equity-based compensation plans, which include performance stock units and restricted stock units. Compensation expense associated with each plan is recognized in accordance with ASC 718, Compensation – Stock Compensation.

Compensation costs associated with the Company’s employees’ participation in the Parent’s incentive plans have been identified for employees who exclusively support the Company’s operations. Amounts allocated to the Company from the Parent for shared services are reported within total allocated costs in Note 17, “Related Party Transactions.”

The following table presents equity-based compensation cost associated with employees who exclusively support the Company and is included in net income/(loss).


	Years ended December 31,
	2023		2022			2021 (unaudited)
2021 Incentive Award Plan	$	7,237	$	8,104		$	14,698
Pre-IPO equity awards		166		(623	)		9,355
Other various subsidiaries awards		—		373			2,076

Total equity-based compensation expense	$	7,403	$	7,854		$	26,129

As of December 31, 2023, total unrecognized compensation cost for unvested awards and the related remaining weighted average period for expensing is summarized below (in thousands except for period remaining):


	Unrecognized Compensation Costs		Period Remaining (in years)
2021 Incentive Award Plan	$	12,008		2.45

Valuation Techniques

For time-based vesting RSUs and restricted share awards (RSAs), the Company used the closing share price on the date of grant. For RSUs with market-based vesting conditions, the Company used a Monte Carlo simulation model to determine the fair value and the derived service periods of these awards.

The Company estimates the fair value of each stock option (and prior to the Endeavor IPO in 2021, each Pre-IPO equity award) on the date of grant using a Black-Scholes option pricing model. Management is required to make certain assumptions with respect to selected model inputs. Expected volatility is based on comparable publicly traded companies’ stock movements. The expected life represents the period of time that the respective awards are expected to be outstanding. The risk-free interest rate is based on the U.S treasury yield curve in effect at the time of grant. All stock options exercised will be settled in Parent Class A common stock. The key assumptions used for units granted in the years ended December 31, 2023, 2022 and 2021 (unaudited) are as follows:


	Risk-free Interest Rate		Expected Volatility		Expected Life (in years)		Expected Value Dividend
2021 Incentive Award Plan
Year Ended December 31, 2023		3.47%		42.0%		6		0%
Year Ended December 31, 2022		1.85%-1.89%		40.9%		6		0%
Year Ended December 31, 2021, (unaudited)		0.97%-1.34%		40.7%-41.6%		5.50 to 6.25		0%

F-33

2021 Incentive Award Plan

The terms of each award, including vesting and forfeiture, are fixed by the administrator of the 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two to five year period or full vesting at grant; (b) market-based vesting conditions at graduated levels upon the Company’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both.

The following table summarizes the RSUs and RSAs award activity for the year ended December 31, 2023.


	Time Vested RSUs, RSAs					Market/ Market and Time Vested RSUs
	Units			Value *		Units			Value *
Outstanding at January 1, 2023		356,496		$	21.30		224,548		$	25.61
Granted		633,115		$	21.85		—		$	—
Released		(156,985	)	$	23.27		(17,427	)	$	29.44
Forfeited		(95,700	)	$	23.07		(2,384	)	$	24.82

Outstanding at December 31, 2023		736,926		$	21.12		204,737		$	25.29

Vested and releasable at December 31, 2023		52,779		$	27.08		—		$	—

*	Weighted average grant date fair value

The following table summarizes the stock options award activity for the year ended December 31, 2023.


	Stock Options
	Options		Weighted average exercise price
Outstanding at January 1, 2023		206,246	$	24.00
Granted		—	$	—
Exercised		—	$	—
Forfeited or expired		—	$	—

Outstanding at December 31, 2023		206,246	$	24.00

Vested and exercisable at December 31, 2023		137,497	$	24.00

No stock options were granted under Endeavor’s 2021 Plan during the years ended December 31, 2023 and 2022. The weighted average grant-date fair value of stock options granted under Endeavor’s 2021 Plan during the year ended December 31, 2021 (unaudited) was $9.72.

The total grant-date fair value of RSUs and stock options which vested during the years ended December 31, 2023, 2022 and 2021 (unaudited) was $8.9 million, $12.6 million and $8.0 million respectively. The aggregate intrinsic value of vested RSUs and stock options as of December 31, 2023 was $1.3 million. No options were exercised during the years ended December 31, 2023, 2022 and 2021 (unaudited).

12. EMPLOYEE BENEFITS

Qualified Retirement Plan

Endeavor sponsors a matching 401(k) plan for eligible employees of the Company. Employees are automatically enrolled into the Plan after completing a required term of service. Under the Plan, employees can elect to contribute a percentage of annual pay and the Company will also match the 401(k) contributions. In addition, certain non-U.S. employees are covered by defined contribution government sponsored and administered programs. Contribution charges for these plans, which approximates actual cash contributions made, were $7.9 million, $6.6 million and $4.9 million during the years ended December 31, 2023, 2022 and 2021 (unaudited), respectively.

F-34

13. INCOME TAXES

The provision for (benefit from) income taxes is based on pre-tax loss from operations, which is as follows for the years ended December 31, 2023, 2022 and 2021 (unaudited) (in thousands):


	Years Ending December 31,
	2023			2022			2021 (unaudited)
United States	$	(76,355	)	$	(27,862	)	$	(91,394	)
Foreign		35,903			(7,602	)		(20,661	)

Total	$	(40,452	)	$	(35,464	)	$	(112,055	)

The tax provisions have been prepared on a separate return basis as if the Company had been a separate group of companies under common ownership. The operations have been combined as if the Company was filing on a consolidated basis for U.S., state and non-U.S. income tax purposes, where allowable by law. The majority of the Company’s non-U.S. operations are treated as disregarded entities by Parent, and therefore the approach taken to calculate the tax provision may not be truly reflective of actual tax balances both prior to and after the aforementioned sale.

Income tax expense (benefit) attributable to operations for the years ended December 31, 2023, 2022 and 2021 (unaudited) consists of the following (in thousands):


	Years Ending December 31,
	2023			2022			2021 (unaudited)
Current:
U.S. federal, state, and local	$	14,225		$	13,693		$	575
Foreign		4,478			7,768			12,075

Total current	$	18,703		$	21,461		$	12,650

Deferred:
U.S. federal, state, and local	$	(9,906	)	$	(14,933	)	$	(20,046	)
Foreign		8,498			(393	)		3,701

Total deferred		(1,408	)		(15,326	)		(16,344	)

Total provision for (benefit from) income taxes	$	17,295		$	6,135		$	(3,694	)

The Company’s effective tax rate for the years December 31, 2023, 2022 and 2021 (unaudited) was (42.8)%, (17.3)% and 3.3%, respectively. The effective income tax rate based on the actual provision (benefit) shown in the consolidated statements of operations differs from the U.S. statutory federal income tax rate as follows:


	Years Ending December 31,
	2023			2022			2021 (unaudited)
Federal statutory tax rate		21.00	%		21.00	%		21.00	%
Income tax benefit at U.S. federal statutory rate	$	(8,495	)	$	(7,447	)	$	(23,532	)
Tax impact of foreign operations		17,420			15,412			(15,890	)
Permanent differences		3,829			(6,355	)		(3,744	)
Nondeductible meals and entertainment		793			455			212
Equity method investments		(2,686	)		(2,391	)		(2,834	)
Third party ownership reversal		(167	)		(1,087	)		2,321
Withholding tax		2,684			2,935			6,189
Foreign tax deduction		(1,752	)		(2,314	)		(553	)
Deferred impact of tax rate change		(1,492	)		44			9,317
Valuation allowance		488			(2,370	)		14,309
Unrecognized tax benefits		5,326			8,526			11,750

F-35


	Years Ending December 31,
	2023			2022			2021 (unaudited)
U.S. state and local taxes		(688	)		(487	)		(3,251	)
Other		2,035			1,214			2,012

Total provision for (benefit from ) income taxes	$	17,295		$	6,135		$	(3,694	)

Principal components of deferred tax assets and liabilities are as follows:


	December 31,
	2023			2022
Deferred tax assets
Compensation and severance	$	11,527		$	10,954
Net operating loss, tax credits, and other tax carryforwards		12,255			17,697
Lease liability		12,027			4,668
Property, buildings and equipment		3,195			7,587
Branch Offset		44,434			45,284
Deferred Revenue		13,041			2,884
Other assets		14,755			13,406

Total gross deferred tax assets		111,232			102,480
Valuation Allowance		(37,752	)		(37,264	)

Total deferred tax assets		73,480			65,216
Deferred tax liabilities
Investments		(14,835	)		(12,574	)
Loss contracts		(13,547	)		(14,613	)
Goodwill & Intangible assets		(105,560	)		(108,391	)
Lease asset		(9,926	)		(2,885	)
Other liabilities		—			(1,652	)

Total gross deferred tax liabilities		(143,868	)		(140,115	)

Net deferred tax liabilities	$	(70,388	)	$	(74,899	)

The Company’s historical pattern of taxable income, projections of future income, tax planning strategies and other relevant evidence, the Company will produce sufficient income in the future to realize its Deferred income tax assets (net of valuation allowance). A valuation allowance is established for any portion of a Deferred income tax asset for which the Olympus Business believes it is more likely than not that it will not be able to realize the benefits of all or a portion of that Deferred income tax asset.

As of December 31, 2023 and 2022, the Company has federal net operating loss carryforwards of $0.0 million, and $8.2 million, respectively, which have an indefinite carryforward period. In addition, as of December 31, 2023 and 2022, the Company has foreign net operating losses of $53.3 million, and $67.4 million, respectively, which expire over various time periods ranging from 5 years to no expiration.

The Company has a valuation allowance related to foreign and federal net operating loss carryforwards in the amounts of $37.8 million and $37.3 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company increased (decreased) its valuation allowances by $0.5 million and $(2.4) million, respectively, all of which was recorded in the provision for income taxes as a tax expense (benefit).

F-36

As of December 31, 2023, 2022 and 2021 (unaudited), the Company had unrecognized tax benefits of $42.5 million, $41.1 million, and $38.5 million, respectively. The aggregate changes to the liability for unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):


	December 31,
Unrecognized tax benefits:	2023			2022			2021 (unaudited)
Beginning Balance	$	41,063		$	38,506		$	28,912
Acquisitions		—			—			294
Gross Increases		9,108			11,614			19,046
Gross Decreases		(438	)		(911	)		(9,286	)
Lapse of statute of limitations		(7,805	)		(6,054	)		(258	)
Translation adjustments		532			(2,092	)		(201	)

Balance at December 31	$	42,460		$	41,063		$	38,507

The Company recognized interest and penalties related to unrecognized tax benefits in its provisions for income taxes. The gross amount of interest accrued as of December 31, 2023, 2022 and 2021 (unaudited) related to unrecognized tax benefits is $14.9 million, $9.4 million, and $5.9 million, respectively. For the years ended December 31, 2023, 2022 and 2021 (unaudited), the Company recognized interest of $5.5 million, $3.5 million, and $2.2 million, respectively, through the income tax provision. The gross amount of penalties accrued as of December 31, 2023, 2022 and 2021 (unaudited) is $1.4 million, $0.1 million, and $0.0 million, respectively. For the years ended December 31, 2023 and 2022, the Company recognized $0.4 million and $0.4 million of penalties through the income tax provision and recognized no penalties through the income tax provision for the year ended December 31, 2021(unaudited). As of December 31, 2023, approximately $61.5 million would affect the Company’s effective tax rate upon resolution of the uncertain tax positions. Where applicable, the Company records unrecognized tax benefits against related deferred tax assets from net operating loss or foreign tax credit carry forwards.

The Company’s operations included as part of Olympus is subject to taxation in the U.S. and various state and foreign jurisdictions. As of December 31, 2023, with few exceptions, the Company is subject to review by U.S. federal taxing authorities for 2020 and subsequent years and, with few exceptions, the Company is no longer subject to examination by state and local income tax authorities for periods prior to 2020.

Other Matters

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

In December 2022, the Organization for Economic Co-operation and Development (“OECD”) proposed Global Anti-Base Erosion Rules, which provides for changes to numerous long-standing tax principles including the adoption of a global minimum tax rate of 15% for multinational enterprises (“GloBE rules”). Various jurisdictions have adopted or are in the process of enacting legislation to adopt GloBE rules and other countries are expected to adopt GloBE rules in the future. While changes in tax laws in the various countries in which the Company operates can negatively impact the Company’s results of operations and financial position in future periods, the Company does not expect the impact of adoption of GloBE rules, effective January 1, 2024, will be material to the Company’s consolidated financial position. The Company will continue to monitor legislative and regulatory developments in this area.

F-37

14. REVENUE

The following table presents the Company’s revenue disaggregated by primary revenue sources for the years ended December 31, 2023, 2022 and 2021 (unaudited) (in thousands):


	Years ended December 31,
	2023		2022		2021 (unaudited)
Media rights	$	403,885	$	396,277	$	752,431
Media production and distribution		303,325		247,941		262,349
Technology platforms and services		—		—		1,334
Events and hospitality		846,688		886,872		364,840
Marketing		15,198		13,901		8,188

Total	$	1,569,096	$	1,544,991	$	1,389,142

During the periods ended December 31, 2023, 2022 and 2021 (unaudited), no revenue was recognized from performance obligations satisfied in prior periods.

Remaining Performance Obligations

The following table presents the aggregate amount of transaction price allocated to remaining performance obligations for contracts greater than one year with unsatisfied or partially satisfied performance obligations as of December 31, 2023 (in thousands). The transaction price related to these future obligations does not include any variable consideration.


	Years Ending December 31,
2024	$	504,683
2025		343,318
2026		177,075
2027		127,202
2028		80,970
Thereafter		361,346

	$	1,594,594

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 sponsorship agreements and event advanced ticket sales. Deferred revenue is included in the current liabilities section and in Other long-term liabilities in the Combined Balance Sheets.

The following table presents the Company’s contract liabilities as of December 31, 2023 and 2022 (in thousands):


	Deferred revenue – current			Deferred revenue – noncurrent
December 31, 2022	$	297,283		$	54,796
Additions		1,165,786			97,127
Deductions		(1,026,533	)		(22,978	)
Reclasses		111,943			(111,943	)
Foreign exchange		5,886			(1,678	)

December 31, 2023	$	554,365		$	15,324

F-38

15. LEASES

The Company has operating and finance leases, in which the Company is the lessee, primarily for real estate property for offices around the world. The Company’s operating and finance leases have lease terms, which range from one year to 17 years.

Lease cost for operating leases was $12.2 million, $9.5 million, and $9.7 million for the years ended December 31, 2023, 2022 and 2021 (unaudited), and was classified within Selling, general, and administrative expenses in the Combined Statements of Operations. Lease cost for finance leases for the year ended December 31, 2023, was $2.8 million, of which $1.8 million was classified within Depreciation and amortization and $1.0 million was classified within Interest income, net in the Combined Statement of Operations. Lease cost for finance leases for the year ended December 31, 2022 was $2.1 million, of which $1.2 million was classified within Depreciation and amortization and $0.9 million was classified within Interest income, net in the Combined Statement of Operations. Lease cost for finance leases for the year ended December 31, 2021 (unaudited) was $1.3 million, of which $0.7 million was classified within Depreciation and amortization and $0.6 million was classified within Interest income, net in the Combined Statement of Operations.

The following table presents information on the Company’s operating and finance leases for the years ended December 31, 2023, 2022 and 2021 (unaudited) (in thousands):


	Years Ended December 31,
	2023		2022		2021 (unaudited)
Operating Leases
Cash paid for amounts included in the measurement of operating lease liabilities	$	12,485	$	10,035	$	9,444
Right-of-use assets obtained in exchange for operating lease obligations	$	9,726	$	8,150	$	3,208
Finance Leases
Cash paid for amounts included in the measurement of finance lease liabilities	$	3,127	$	1,756	$	966

The following table presents information on the Company’s operating and finance leases for the years ended

December 31, 2023 and 2022:


	Years Ended December 31,
	2023			2022
Operating Leases
Weighted average remaining lease term (in years)		4.3			4.6
Weighted average discount rate		6.60	%		6.56	%
Finance Leases
Weighted average remaining lease term (in years)		5.4			6.7
Weighted average discount rate		10.43	%		10.18	%

The following table reconciles the undiscounted cash flows for the operating leases as of December 31, 2023, to the operating lease liabilities recorded in the Combined Balance Sheet (in thousands):


	Operating Leases		Finance Leases
2024	$	15,065	$	3,071
2025		12,662		3,071
2026		11,103		5,563
2027		7,777		491
2028		2,353		—
Thereafter		1,179		—

Total future minimum lease payments		50,139		12,196

F-39


	Operating Leases			Finance Leases
Less: imputed interest		(5,622	)		(1,710	)

Present value of future minimum lease payments		44,517			10,486
Less: current portion of operating lease liabilities		(12,843	)		(2,164	)

Long-term operating lease liabilities	$	31,674		$	8,322

16. COMMITMENTS AND CONTINGENCIES

Guarantees and Commitments

The Company routinely enters into purchase or guarantee arrangements for events and media rights. The following is a summary of the Company’s annual commitments under certain guaranteed agreements as of December 31, 2023 (in thousands):


	Payments due by period
	Total		2024		2025 - 2026		2027 -2028		After 2028
Purchase/guarantee agreements	$	1,582,968	$	487,697	$	442,677	$	614,719	$	37,875

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.

F-40

quantified in the fourth quarter of 2022 in amounts totaling EUR 1,675 million. Ten other clubs also filed requests to intervene in support of Lega Nazionale’s claim or alternatively to individually claim damages deriving from the lower value of the media rights in the amount of EUR 284.9 million, in the case of five clubs, and unspecified amounts (to be quantified as a percentage of the total amount sought by Lega Nazionale) in the other five cases. Collectively, the interventions of these 14 clubs are the “Interventions.” By judgment issued on May 8, 2024, the Court of Milan ruled that the clubs have a concurrent right to bring a claim, and Lega Nazionale is entitled to retain an award of only 10% of the aggregate loss suffered (if any) by the clubs deriving from the lower value of the media rights. The Company reserved the right to appeal the partial ruling. In December 2022, one further football club filed a separate claim against IMG and certain other unrelated parties seeking damages from all defendants deriving from the lower value of the media rights in the amounts of EUR 326.9 million, in addition to alleged additional damages relating to lost profits and additional charges which the club, with defensive brief on May 13, 2024, quantified in amounts totaling EUR 513.5 million. The Company has defended in its submissions to date, and intends to continue to defend, against all of the damages claims, Interventions and any related claims, and management believes that the Company has meritorious defenses to these claims, including the absence of 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 losses resulting from any judgment entered against the Company or settlement entered into, including with respect to claims or actions brought by other parties, will be indemnified by the Parent.

17. RELATED PARTY TRANSACTIONS

Related Party Transactions

The Company has entered into the following transactions with Euroleague, and Austin Gamblers, as well as Endeavor representing the sharing of resources and cross-charging across the organization (including TKO PubCo), relating to servicing agreements, ticket costs, professional services, license rights and data rights (in thousands):


	Years Ended December 31,
	2023		2022		2021 (unaudited)
Revenue from related parties	$	32,002	$	26,351	$	24,611
Direct operating costs from related parties		17,797		14,394		12,501
Related party interest expense		11,612		7,395		10,263

The related party interest expense is recorded in Interest income, net in the Combined Statements of Operations. Revenue from related parties and Direct operating costs from related parties are presented without markup or profit.

As of December 31, 2023, the Company has an equity-method investment in Euroleague Ventures S.A. (“Euroleague”), a related party. For the years ended December 31, 2023, 2022 and 2021 (unaudited), the Company recognized revenue of $21.0 million, $18.6 million and $17.3 million, and incurred direct operating costs of $0.3 million, $1.6 million, and $0.2 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. Euroleague also has related party receivables outstanding of $7.3 million, $7.7 million and $1.1 million, at December 31, 2023, 2022 and 2021 (unaudited), respectively.

For the years ended December 31, 2023 and 2022, the Company recognized revenue of $1.7 million and $4.9 million and incurred direct operating costs $1.6 million and $1.6 million respectively, in connection with Austin Gamblers, a related party. There were no transactions with Austin Gamblers during 2021 (unaudited).

F-41

Balances due to or due from Parent which are not historically cash settled are reflected in Net parent investment in the Combined Balance Sheets. Balances due to and due from Parent which have been or are planned to be cash settled are reflected in the Combined Balance Sheets (in thousands):


	Years Ended December 31,
	2023		2022
Other current assets	$	3,300	$	459
Other current liabilities		3,884		8,955
Other long-term liabilities		6,423		10,399

Corporate Allocations

The Combined Financial Statements include general corporate expenses of Endeavor for certain support functions that are provided on a centralized basis within Parent, such as expenses related to finance, human resources, information technology, facilities, and legal, among others (collectively, “General Corporate Expenses”). For purposes of these Combined Financial Statements, the General Corporate Expenses have been allocated to the Company. The General Corporate Expenses are included in the Combined Statements of Operations in Selling, general and administrative expense, and Other income (expense), net and, accordingly, as a component of Net parent investment in the Combined Balance Sheets. These expenses have been allocated to the Company on a pro rata basis of headcount, gross profit, and other drivers. Management believes the assumptions underlying the Combined Financial Statements, including the assumptions regarding allocating General Corporate Expenses from Endeavor, are reasonable. Nevertheless, the Combined Financial Statements may not include all of the actual expenses that would have been incurred and may not reflect the Company’s combined results of operations, financial position and cash flows had it been standalone company during the periods presented. Actual costs that would have been incurred if the Company had been standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

The allocations of General Corporate Expenses are reflected in the Combined Statements of Operations as follows (in thousands):


	Years Ended December 31,
	2023			2022		2021 (unaudited)
Selling, general and administrative expenses	$	92,225		$	85,584	$	75,065
Other income (expense), net		(93	)		789		(76	)

Total General corporate expenses	$	92,132		$	86,373	$	74,989

Net Parent Investment

All significant related party transactions between the Company and Parent have been included in the Combined Financial Statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these related party transactions is reflected in the Combined Statements of Cash Flows as a financing activity and in the Combined Balance Sheets as Net parent investment

Net parent investment in the Combined Balance Sheets and Net transfers from parent in the Combined Statements of Equity represent Endeavor’s historical investment in the Company and include net earnings (loss) after taxes (Parent’s basis) and the net effect of transactions with and cost allocations from Endeavor. Such balances are reflected in the Combined Statements of Cash Flows based on the cash flows made by Endeavor on the Company’s behalf. These cash flows are included within Net loss in cash flows from operating activities with the offset reflected in Transfers (to) from Parent, net within cash flows from financing activities.

F-42

The following table summarizes the components of the net transfers from Parent in Net parent investment for the years ended December 31, 2023, 2022 and 2021(unaudited):


	Years Ended December 31,
	2023			2022			2021 (unaudited)
Cash pooling and general financing activities⁽¹⁾	$	163,034		$	74,200		$	152,366
Corporate allocations		92,132			86,373			74,989

Net transfers from parent per the Combined Statements of Equity	$	255,166		$	160,573		$	227,355

Equity-based compensation expense		(7,403	)		(7,854	)		(26,129	)
Currency translation adjustments on intracompany transactions		(3,323	)		(16,016	)		176
Taxes deemed settled with Parent		(3,783	)		9,609			4,273
Net loss (gain) on foreign currency transactions		12,636			(12,989	)		156
Other		—			—			(561	)

Net transfers from parent per the Combined Statements of Cash Flows	$	253,293		$	133,323		$	205,270

(1)

The nature of activities includes financing activities for capital transfers, cash sweeps, and other treasury services. As part of this activity, certain cash balances are swept to Endeavor on a daily basis under the Parent Treasury function and the Company receives capital from Parent for its cash needs.

18. SUBSEQUENT EVENTS

Management has evaluated subsequent events through December 10, 2024, the date the Combined Financial Statements were available to be issued. On February 21, 2024, the Company acquired a 30% equity interest in Wiz-Team SA for $11.7 million. This will be accounted for as an equity method investment.

F-43

Exhibit 99.3

INDEX TO COMBINED FINANCIAL STATEMENTS OF THE BUSINESSES


UNAUDITED COMBINED FINANCIAL STATEMENTS

Combined Balance Sheets as of September 30, 2024 and December 31, 2023			F-2

Combined Statements of Operations for the Nine Months Ended September 30, 2024 and 2023			F-3

Combined Statements of Comprehensive Income (Loss) for the Nine Months Ended September 30, 2024 and 2023			F-4

Combined Statements of Equity for the Nine Months Ended September 30, 2024 and 2023			F-5

Combined Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023			F-6

Notes to Combined Financial Statements			F-7

F-1

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED BALANCE SHEETS (UNAUDITED)

(In thousands)


	As of September 30,			As of December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	117,422		$	124,840
Restricted cash		12,360			11,167
Accounts receivable (net of allowance for doubtful accounts of $11,964 and $21,444, respectively)		299,386			222,823
Deferred costs		204,090			546,657
Other current assets		124,504			234,033

Total current assets		757,762			1,139,520

Property, buildings and equipment, net		103,366			84,618
Operating lease right-of-use assets		36,517			39,583
Intangible assets, net		404,495			425,967
Goodwill		778,107			777,915
Investments		72,794			62,094
Deferred income taxes		2,778			2,764
Other assets		341,040			174,026

Total assets	$	2,496,859		$	2,706,487

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	255,053		$	171,919
Accrued liabilities		176,898			154,918
Current portion of operating lease liabilities		13,131			12,843
Deferred revenue		307,022			554,365
Other current liabilities		33,163			26,395

Total current liabilities		785,267			920,440

Long-term borrowings		2,793			2,690
Long-term operating lease liabilities		27,410			31,674
Deferred tax liabilities		76,406			73,152
Other long-term liabilities		184,553			106,504

Total liabilities		1,076,429			1,134,460

Commitments and contingencies (Note 12)
Parent’s equity:
Net parent investment		1,475,784			1,637,814
Accumulated other comprehensive loss		(49,212	)		(60,230	)

Total parent’s equity		1,426,572			1,577,584

Non-controlling interests		(6,142	)		(5,557	)

Total equity		1,420,430			1,572,027

Total liabilities and equity	$	2,496,859		$	2,706,487

See accompanying notes to the unaudited Combined Financial Statements.

F-2

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands)


	Nine Months Ended September 30,
	2024			2023
Revenue	$	1,845,605		$	1,284,326
Operating expenses:
Direct operating costs		1,577,457			896,656
Selling, general and administrative expenses		426,482			361,322
Depreciation and amortization		46,733			43,907

Total operating expenses		2,050,672			1,301,885

Operating loss		(205,067	)		(17,559	)
Other income:
Interest income, net		9,279			6,341
Other income, net		22,085			1,878

Loss before income taxes and equity income from affiliates		(173,703	)		(9,340	)
(Benefit from) provision for income taxes		(25,504	)		2,809

Loss before equity income of affiliates		(148,199	)		(12,149	)
Equity income of affiliates, net of tax		1,900			6,929

Net loss		(146,299	)		(5,220	)
Less: Net income attributable to non-controlling interests		651			1,391

Net loss attributable to the parent	$	(146,950	)	$	(6,611	)

See accompanying notes to the unaudited Combined Financial Statements.

F-3

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands)


	Nine Months Ended September 30,
	2024			2023
Net loss	$	(146,299	)	$	(5,220	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		11,018			3,195

Total comprehensive (loss) income, net of tax		(135,281	)		(2,025	)
Less: Comprehensive income attributable to non-controlling interests		651			1,391

Comprehensive loss attributable to the parent	$	(135,932	)	$	(3,416	)

See accompanying notes to the unaudited Combined Financial Statements.

F-4

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED STATEMENTS OF EQUITY (UNAUDITED)

(In thousands)


	Nine Months Ended September 30, 2024
	Net Parent Investment			Accumulated Other Comprehensive Loss			Total Parent’s Equity			Non-controlling Interests			Total Equity
Balance at January 1, 2024	$	1,637,814		$	(60,230	)	$	1,577,584		$	(5,557	)	$	1,572,027
Comprehensive (loss) income		(146,950	)		11,018			(135,932	)		651			(135,281	)
Net transfers from parent		(15,080	)		—			(15,080	)		—			(15,080	)
Distributions		—			—			—			(1,236	)		(1,236	)

Balance at September 30, 2024	$	1,475,784		$	(49,212	)	$	1,426,572		$	(6,142	)	$	1,420,430


	Nine Months Ended September 30, 2023
	Net Parent Investment			Accumulated Other Comprehensive Loss			Total Parent’s Equity			Non-controlling Interests			Total Equity
Balance at January 1, 2023	$	1,432,085		$	(70,735	)	$	1,361,350		$	(5,886	)	$	1,355,464
Comprehensive (loss) income		(6,611	)		3,195			(3,416	)		1,391			(2,025	)
Net transfers from parent		85,035			—			85,035			—			85,035
Distributions		—			—			—			(678	)		(678	)

Balance at September 30, 2023	$	1,510,509		$	(67,540	)	$	1,442,969		$	(5,173	)	$	1,437,796

See accompanying notes to the unaudited Combined Financial Statements.

F-5

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


	Nine Months Ended September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(146,299	)	$	(5,220	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		46,733			43,907
Equity-based compensation expense		6,574			5,226
Distributions from affiliates		6,493			3,977
Change in fair value of financial instruments		(5,098	)		(4,990	)
Change in fair value of contingent liabilities		(240	)		37
Impairment of assets		83,000			—
Net benefit from allowance for doubtful accounts		(9,480	)		(408	)
Net gain on foreign currency transactions		(21,802	)		(5,141	)
Equity income from affiliates		(1,900	)		(6,929	)
Income taxes		(37,212	)		(8,901	)
Other, net		1,749			352
Changes in operating assets and liabilities:
Increase in receivables		(60,150	)		(102	)
Decrease (increase) in other current assets		33,464			(64,553	)
Increase in other assets		(163,095	)		(39,575	)
Decrease (increase) in deferred costs		347,051			(166,383	)
(Decrease) increase in deferred revenue		(257,619	)		68,644
Increase in accounts payable and accrued liabilities		98,905			34,792
Increase in other liabilities		83,284			47,680

Net cash provided by (used in) operating activities		4,358			(97,587	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(37,502	)		(32,435	)
Investments in affiliates		(11,670	)		(1,500	)
Distributions from affiliates		17			485
Due from parent		(2,869	)		—

Net cash used in investing activities		(52,024	)		(33,450	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of contingent consideration related to acquisitions		(567	)		(1,646	)
Net transfers from parent		43,564			98,899
Distributions of non-controlling interests		(1,237	)		(678	)
Proceeds from borrowings		50,000			42,913
Payments on borrowings		(50,162	)		(43,103	)

Net cash provided by financing activities		41,598			96,385

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(157	)		(559	)
Decrease in cash, cash equivalents and restricted cash		(6,225	)		(35,211	)
Cash, cash equivalents and restricted cash at beginning of year		136,007			135,424

Cash, cash equivalents and restricted cash at end of period	$	129,782		$	100,213

See accompanying notes to the unaudited Combined Financial Statements.

F-6

THE OLYMPUS BUSINESS OF ENDEAVOR GROUP HOLDINGS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (UNAUDITED)

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

Going Concern

F-7

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Net parent investment in the Combined Balance Sheets represents the accumulation of the Company’s net income (loss) over time and transactions between the Company and Endeavor. All intercompany balances and

F-8

transactions within the Company have been eliminated in the Combined Financial Statements. As described in Note 13, transactions between the Company and Endeavor have been included in these Combined Financial Statements.

Use of Estimates

3. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

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 that security. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption did not have a material effect on the Company’s financial position or results of operations.

In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force). This ASU allows a reporting entity to elect to account for its tax equity investments by using the proportional amortization method regardless of the program from which it receives income tax credits, provided certain conditions are met. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption did not have a material effect on the Company’s financial position or results of operations.

Recently Issued Accounting Pronouncements

F-9

effective dates of this ASU depend on the specific codification subtopic and the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company is in the process of assessing the impact of this ASU on its Combined Financial Statements.

4. SUPPLEMENTARY DATA

Other current assets

Other current assets consisted of the following (in thousands):


	September 30,		December 31,
	2024		2023
Ticket inventory⁽¹⁾	$	52,110	$	188,559
Other current receivables		40,754		29,120
Prepaid expenses		16,104		11,064
Due from parent (Note 13)		10,421		3,300
Assets held for sale		4,464		—
Other		651		1,990

Total other current assets	$	124,504	$	234,033

(1)	During the second quarter of 2024, there was a write-down of unsold tickets related to the Paris Olympics for $83.0 million, which was recorded in Direct operating costs in the Combined Statement of Operations.

F-10

Other assets

Other assets consisted of the following (in thousands):


	September 30,		December 31,
	2024		2023
Long-term deferred costs	$	207,593	$	143,194
Long-term receivables and advances		118,732		15,555
Finance lease right-of use assets		9,558		10,549
Other		5,157		4,728

Total other assets	$	341,040	$	174,026

Other long-term liabilities

Other long-term liabilities consisted of the following (in thousands):


	September 30,		December 31,
	2024		2023
Long-term deferred revenue	$	43,481	$	15,324
Finance lease liability		6,636		8,322
Due to parent (Note 13)		499		6,423
Signing fees		50,000		—
Statutory tax liability		66,820		56,411
Other		17,117		20,024

Total other long-term liabilities	$	184,553	$	106,504

Property, Buildings and Equipment

Property, buildings and equipment consisted of the following (in thousands):


	September 30,			December 31,
	2024			2023
Office, computer, production and other equipment	$	76,120		$	61,428
Buildings and leasehold improvements		50,259			52,318
Furniture and fixtures		44,148			39,264
Computer software		53,937			40,147
Construction in progress		15,796			8,641
Land		87			327

		240,347			202,125
Less: accumulated depreciation		(136,981	)		(117,507	)

Total property, buildings and equipment, net	$	103,366		$	84,618

Depreciation of property, buildings and equipment, including amortization of leasehold improvements, was $18.8 million and $14.4 million during the nine months ended September 30, 2024 and 2023, respectively.

F-11

Accrued Liabilities

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


	September 30,		December 31,
	2024		2023
Accrued operating expenses	$	106,010	$	87,529
Payroll, bonuses and benefits		47,440		37,119
Accrued taxes		6,941		10,634
Other		16,507		19,636

Total accrued liabilities	$	176,898	$	154,918

Allowance for Doubtful Accounts

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


	Payments due by period
	Balance at Beginning of Year		Additions/Charged to Costs and Expenses, Net			Deductions			Foreign Exchange			Balance at End of Period
Nine Months Ended September 30, 2024	$	21,444	$	(7,004	)	$	(2,337	)	$	(139	)	$	11,964

Supplemental Cash Flow

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


	Nine Months Ended September 30,
	2024		2023
Supplemental information:
Non-cash investing and financing activities:
Capital expenditure included in accounts payable and accrued liabilities	$	3,856	$	3,554

5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

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


	Total
Balance — December 31, 2023	$	777,915
Foreign currency translation and other		192

Balance — September 30, 2024	$	778,107

F-12

Intangible Assets

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


	Weighted Average Estimated Useful Life (in years)		Gross Amount		Accumulated Amortization			Carrying Value
Amortized:
Customer and client relationships		9.1	$	380,314	$	(259,796	)	$	120,518
Trade names		18.1		119,133		(46,105	)		73,028
Internally developed technology		3.2		9,505		(5,718	)		3,787
Other		2.0		8,017		(8,017	)		—

				516,969		(319,636	)		197,333

Indefinite-lived:
Trade names				187,447		—			187,447
Owned events				19,715		—			19,715

Total intangible assets			$	724,131	$	(319,636	)	$	404,495

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


	Weighted Average Estimated Useful Life (in years)		Gross Amount		Accumulated Amortization			Carrying Value
Amortized:
Customer and client relationships		9.1	$	376,752	$	(235,238	)	$	141,514
Trade names		18.1		119,112		(41,509	)		77,603
Internally developed technology		3.2		9,505		(4,852	)		4,653
Other		2.0		7,842		(7,842	)		—

				513,211		(289,441	)		223,770

Indefinite-lived:
Trade names				182,979		—			182,979
Owned events				19,218		—			19,218

Total intangible assets			$	715,408	$	(289,441	)	$	425,967

Intangible asset amortization expense was $28.0 million and $29.5 million for the nine months ended September 30, 2024 and 2023, respectively.

6. INVESTMENTS

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


	September 30,		December 31,
	2024		2023
Equity method investments	$	65,572	$	55,879
Equity investments without readily determinable fair values		6,141		6,132
Equity investments with readily determinable fair values		81		83

Total investments	$	72,794	$	62,094

F-13

Equity Method Investments

As of September 30, 2024 and December 31, 2023, the Company held various investments in non-marketable equity instruments of private companies. The Company’s ownership of its equity method investments ranges from 24% to 50%, as of September 30, 2024 and December 31, 2023.

The Company’s share of net income of Sports News Television LP (“SNTV”) for the nine months ended September 30, 2024 and 2023 was $3.8 million and $3.9 million, respectively, and was recognized within Equity income of affiliates, net of tax in the Combined Statements of Operations. The Company also received dividends from SNTV for the nine months ended September 30, 2024 and 2023 of $3.9 million and $4.5 million, respectively.

On February 21, 2024, the Company acquired a 30% equity interest in Wiz-Team SA for $11.7 million. The Company’s share of net income of Wiz-Team SA is accounted for as an equity method investment. For the nine months ended September 30, 2024, the Company did not record any income or loss, and did not receive any dividends from this equity method investment.

Equity Investments without Readily Determinable Fair Values

As of September 30, 2024 and December 31, 2023, the Company holds various investments in non-marketable equity instruments of private companies. For the nine months ended September 30, 2024 and 2023, the change in the investments without readily determinable fair value were driven by foreign currency translation. The Company performed its assessments of fair value during the nine months ended September 30, 2024 and 2023, but did not record an increase or decrease in the fair value of the investments.

7. FINANCIAL INSTRUMENTS

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


Foreign Currency	Foreign Currency Amount			US Dollar Amount		Weighted Average Exchange Rate Per $1 USD
British Pound Sterling	£	8,880	in exchange for	$	6,985	£	0.79

For forward foreign exchange contracts not designated as cash flow hedges, the Company recorded net gains of $0.3 million and $2.8 million for the nine months ended September 30, 2024 and 2023, respectively. These amounts were included in Other income, net in the Combined 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 net gains of $2.7 million and $1.1 million for the nine months ended September 30, 2024 and 2023, respectively, in Other income, net in the Combined Statements of Operations.

F-14

8. 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.

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 September 30, 2024
	Level I		Level II		Level III		Total
Assets:
Investments in equity securities with readily determinable fair values	$	81	$	—	$	—	$	81
Forward foreign exchange contracts		—		4,890		—		4,890

Total	$	81	$	4,890	$	—	$	4,971

Liabilities:
Forward foreign exchange contracts	$	—	$	2,405	$	—	$	2,405
Contingent consideration		—		—		1,876		1,876

Total	$	—	$	2,405	$	1,876	$	4,281


	Fair Value Measurements as of December 31, 2023
	Level I		Level II		Level III		Total
Assets:
Investments in equity securities with readily determinable fair values	$	83	$	—	$	—	$	83
Forward foreign exchange contracts		—		1,108		—		1,108

Total	$	83	$	1,108	$	—	$	1,191

Liabilities:
Forward foreign exchange contracts	$	—	$	3,372	$	—	$	3,372
Contingent consideration		—		—		3,590		3,590

Total	$	—	$	3,372	$	3,590	$	6,962

There have been no transfers of assets or liabilities between the fair value measurement classifications during the nine months ended September 30, 2024.

Investments in Equity Securities with Readily Determinable Fair Values

F-15

Contingent Consideration

Forward Foreign Exchange Contracts

The Company classifies its forward foreign exchange contracts within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (Note 7). As of September 30, 2024 and December 31, 2023, the Company had $2.1 million and $1.0 in Other current assets, $2.8 million and $0.1 million in Other assets, $2.4 million and $2.2 million in Other current liabilities, and none and $1.2 million in Other long-term liabilities, respectively, recorded in the Combined Balance Sheets related to the Company’s forward foreign exchange contracts.

9. BORROWINGS

On Location revolver

As of September 30, 2024, the Company has an OL revolving credit agreement with $42.9 million of borrowing capacity. The maturity date is the earlier of August 2026 or the date that is 91 days prior to the maturity date of the term loans under the Parent’s 2014 credit facility, due May 2025. The financial debt covenant of the OL revolving credit facility did not apply as of September 30, 2024 and December 31, 2023 as the OLE Business has no borrowings outstanding under the OL revolving credit agreement.

The OLE Business had no outstanding letters of credit under the revolving credit agreement as of September 30, 2024 and December 31, 2023. During the nine months ended September 30, 2023, the Company borrowed and repaid $42.9 million under the OL revolving credit agreement.

Notes Payable for PBR Winners

The PBR Business enters into an unsecured promissory note agreement with individuals to pay out winnings from the PBR World Championships. The winner of each year’s event receives a $1.0 million note that is paid over 10 years. As of September 30, 2024 and December 31, 2023, there were $3.3 million and $3.2 million in notes payable outstanding for winnings, of which $0.5 million and $0.5 million is current borrowings outstanding and recorded within Other current liabilities, respectively.

Promissory Note

In July 2024, the Company entered into a promissory note payable for $50.0 million with a stated interest rate of 8.6%. The Company repaid the full promissory note payable in September 2024.

10. INCOME TAXES

In accordance with Accounting Standards Codification Topic 740, each interim period is considered integral to the annual period and tax expense is generally determined using an estimate of the annual effective income tax rate (“AETR”). The Company records income tax expense each quarter using the estimated AETR to provide for

F-16

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 nine months ended September 30, 2024 and 2023 based upon the AETR.

The (benefit from) provision for income taxes for the nine months ended September 30, 2024 and 2023 is $(25.5) million and $2.8 million, respectively, based on pretax loss of $(173.7) million and $(9.3) million, respectively. The effective tax rate is 14.7% and (30.1)% for the nine months ended September 30, 2024 and 2023, respectively. The tax benefit for the nine months ended September 30, 2024 is primarily due to the effects related to the Company’s mix of earnings, discrete tax associated with changes in uncertain tax positions, and the effects of jurisdictions where tax benefits cannot be recognized as a result of valuation allowances. For the same period in 2023, the tax provision is primarily due to the effects related to the jurisdictional mix of earnings and discrete tax expense associated with changes in uncertain tax positions, offset by a discrete tax benefit associated with a tax rate change in the UK.

The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to state and local income taxes, withholding taxes in foreign jurisdictions that are not based on net income, income subject to tax in foreign jurisdictions which differ from the U.S. federal statutory income tax rate, and jurisdictions where no tax benefit can be recognized as a result of valuation allowances.

Any tax balances reflected on the September 30, 2024 balance sheet will be adjusted accordingly to reflect the actual financial results for the year ending December 31, 2024.

The Company’s operations included as part of Olympus are subject to taxation in the U.S. and various state and foreign jurisdictions. As of September 30, 2024, with few exceptions, the Company is subject to review by U.S. federal taxing authorities for 2020 and subsequent years and, with few exceptions, the Company is no longer subject to examination by state and local income tax authorities for periods prior to 2020.

As of September 30, 2024 and December 31, 2023, the Company had unrecognized tax benefits of $48.8 million and $42.5 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 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.

Other Matters

On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 (“IRA”). The IRA, in addition to other provisions, creates a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income for applicable corporations. The CAMT is effective for tax years beginning after December 31, 2022. For the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company is not subject to CAMT and will continue to assess the potential tax effects of the CAMT on the Company’s consolidated financial statements.

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

F-17

11. REVENUE

The following table presents the Company’s revenue disaggregated by primary revenue sources for the nine months ended September 30, 2024 and 2023 (in thousands):


	Nine Months Ended September 30,
	2024		2023
Media rights	$	323,236	$	333,046
Media production and distribution		223,308		222,351
Events and hospitality		1,288,818		716,646
Marketing		10,243		12,283

Total	$	1,845,605	$	1,284,326

During the nine months ended September 30, 2024 and 2023, no revenue was recognized from performance obligations satisfied in prior periods.

Remaining Performance Obligations

The following table presents the aggregate amount of transaction price allocated to remaining performance obligations for contracts greater than one year with unsatisfied or partially satisfied performance obligations as of September 30, 2024 (in thousands). The transaction price related to these future obligations does not include any variable consideration.


	Years Ending December 31,
Remainder of 2024	$	140,873
2025		501,835
2026		319,335
2027		233,551
2028		160,549
Thereafter		403,095

	$	1,759,238

Contract Liabilities

The following table presents the Company’s contract liabilities as of September 30, 2024 and December 31, 2023 (in thousands):


	Deferred revenue – current			Deferred revenue – noncurrent
December 31, 2023	$	554,365		$	15,324
Additions		1,009,423			34,206
Deductions		(1,264,415	)		(137	)
Reclasses		5,912			(5,912	)
Foreign exchange		1,737			—

September 30, 2024	$	307,022		$	43,481

F-18

12. COMMITMENTS AND CONTINGENCIES

Claims and Litigation

In July 2017, the Italian Competition Authority (“ICA”) issued a decision opening an investigation into alleged breaches of competition law in Italy, involving inter alia IMG, and relating to bidding for certain media rights of the Serie A and Serie B football leagues. In April 2018, the European Commission conducted on-site inspections at a number of companies that are involved with sports media rights, including the Company. The inspections were part of an ongoing investigation into the sector and into potential violations of certain antitrust laws that may have taken place within it. The Company investigated these ICA matters, as well as other regulatory compliance matters. In May 2019, the ICA completed its investigation and fined the Company approximately EUR 0.3 million. As part of its decision, the ICA acknowledged the Company’s cooperation and ongoing compliance efforts since the investigation commenced. In July 2019, three football clubs (the “Original Plaintiffs”) and in June 2020, the Serie A football league (Lega Nazionale Professionisti Serie A or “Lega Nazionale,” and together with the three clubs, the “Plaintiffs”) each filed separate claims against IMG and certain other unrelated parties in the Court of Milan, Italy, alleging that IMG engaged in anti-competitive practices with regard to bidding for certain media rights of the Serie A and Serie B football league. The Plaintiffs seek damages from all defendants deriving from the lower value of the media rights in amounts totaling EUR 554.6 million in the aggregate relating to the three football clubs and EUR 1,750 million relating to Lega Nazionale, along with attorneys’ fees and costs. Since December 2020, four additional football clubs have each filed requests to intervene in the Lega Nazionale proceedings and individually seek to claim damages deriving from the lower value of the media rights in the aggregate totaling EUR 251.5 million. The Original Plaintiffs and these four additional clubs are also seeking additional damages relating to alleged lost profits and additional charges, quantified in the fourth quarter of 2022 in amounts totaling EUR 1,675 million. Ten other clubs also filed requests to intervene in support of Lega Nazionale’s claim or alternatively to individually claim damages deriving from the lower value of the media rights in the amount of EUR 284.9 million, in the case of five clubs, and unspecified amounts (to be quantified as a percentage of the total amount sought by Lega Nazionale) in the other five cases. Collectively, the interventions of these 14 clubs are the “Interventions.” By judgment issued on May 8, 2024, the Court of Milan ruled that the clubs have a concurrent right to bring a claim, and Lega Nazionale is entitled to retain an award of only 10% of the aggregate loss suffered (if any) by the clubs deriving from the lower value of the media rights. The Company reserved the right to appeal the partial ruling. In December 2022, one further football club filed a separate claim against IMG and certain other unrelated parties seeking damages from all defendants deriving from the lower value of the media rights in the amounts of EUR 326.9 million, in addition to alleged additional damages relating to lost profits and additional charges which the club, with defensive brief on May 13, 2024, quantified in amounts totaling EUR 513.5 million. The Company has defended in its submissions to date, and intends to continue to defend, against all of the damages claims, Interventions and any related claims, and management believes that the Company has meritorious defenses to these claims, including the absence of 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 losses resulting from any judgment entered against the Company or settlement entered into, including with respect to claims or actions brought by other parties, will be indemnified by the Parent.

F-19

13. RELATED PARTY TRANSACTIONS

Related Party Transactions

The Company has entered into the following transactions with Euroleague as well as Endeavor representing the sharing of resources and cross-charging across the organization (including TKO PubCo), relating to servicing agreements, ticket costs, professional services, license rights and data rights (in thousands):


	Nine Months Ended September 30,
	2024		2023
Revenue from related parties	$	44,050	$	19,817
Direct operating costs from related parties		31,884		12,621
Related party interest expense		11,612		8,185

As of September 30, 2024, the Company has an equity-method investment in Euroleague Ventures S.A. (“Euroleague”), a related party. For the nine months ended September 30, 2024 and 2023, the Company recognized revenue of $11.9 million and $12.3 million and incurred direct operating costs of $0.9 million and $0.5 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. Euroleague also has related party receivables outstanding of $14.7 million and $7.3 million at September 30, 2024 and December 31, 2023, respectively.


	September 30,		December 31,
	2024		2023
Other current assets	$	10,421	$	3,300
Other current liabilities		15,341		3,884
Other long-term liabilities		499		6,423

Corporate Allocations

The Combined Financial Statements include general corporate expenses of Endeavor for certain support functions that are provided on a centralized basis within Parent, such as expenses related to finance, human resources, information technology, facilities, and legal, among others (collectively, “General Corporate Expenses”). For purposes of these Combined Financial Statements, the General Corporate Expenses have been allocated to the Company. The General Corporate Expenses are included in the Combined Statements of Operations in Selling, general and administrative expense, and Other income, net and, accordingly, as a component of Net parent investment in the Combined Balance Sheets. These expenses have been allocated to the Company on a pro rata basis of headcount, gross profit, and other drivers. Management believes the assumptions underlying the Combined Financial Statements, including the assumptions regarding allocating General Corporate Expenses from Endeavor, are reasonable. Nevertheless, the Combined Financial Statements may not include all of the actual expenses that would have been incurred and may not reflect the Company’s combined results of operations, financial position and cash flows had it been standalone company during the periods presented. Actual costs that would have been incurred if the Company had been standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

F-20

The allocations of General Corporate Expenses are reflected in the Combined Statements of Operations as follows (in thousands):


	Nine Months Ended September 30,
	2024			2023
Selling, general and administrative expenses	$	82,507		$	73,204
Other income (expense), net		(215	)		32

Total general corporate expenses	$	82,292		$	73,236

Net Parent Investment

Net parent investment in the Combined Balance Sheets and Net transfers from parent in the Combined Statements of Equity represent Endeavor’s historical investment in the Company and include net earnings (loss) after taxes (Parent’s basis) and the net effect of transactions with and cost allocations from Endeavor. Such balances are reflected in the Combined Statements of Cash Flows based on the cash flows made by Endeavor on the Company’s behalf. These cash flows are included within Net loss in cash flows from operating activities with the offset reflected in Transfers from Parent, net within cash flows from financing activities.

The following table summarizes the components of the net transfers from Parent in Net parent investment for the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30,
	2024			2023
Cash pooling and general financing activities⁽¹⁾	$	(97,372	)	$	11,799
Corporate allocations		82,292			73,236

Net transfers from parent per the Combined Statements of Equity	$	(15,080	)	$	85,035

Equity-based compensation expense⁽²⁾		(6,574	)		(5,226	)
Currency translation adjustments on intracompany transactions		4,949			6,526
Taxes deemed settled with Parent		38,866			9,598
Net gain on foreign currency transactions		21,404			2,966

Net transfers from parent per the Combined Statements of Cash Flows	$	43,564		$	98,899

(1)

(2)

14. SUBSEQUENT EVENTS

Management has evaluated subsequent events through December 10, 2024, the date the Combined Financial Statements were available to be issued.

F-21

Document and Entity Information	Dec. 10, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001973266
Document Type	8-K
Document Period End Date	Dec. 10, 2024
Entity Registrant Name	TKO Group Holdings, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-41797
Entity Tax Identification Number	92-3569035
Entity Address, Address Line One	200 Fifth Avenue
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	(646)
Local Phone Number	558-8333
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.00001 par value per share
Trading Symbol	TKO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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