The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited consolidated
financial statements and related notes included elsewhere in this Quarterly
Report and with our audited financial statements and related notes included in
our prospectus dated April 28, 2021, filed with the SEC on April 30, 2021
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
"Prospectus"). The historical financial data discussed below reflects our
historical results of operations and financial position and relate to periods
prior to the reorganization transactions. As a result, the following discussion
does not reflect the significant impact that such events will have on us.





BUSINESS OVERVIEW



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





Segments


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

Owned Sports Properties

Our Owned Sports Properties segment is comprised of a unique portfolio of scarce
sports properties, including UFC, PBR and Euroleague, that generate significant
growth through innovative rights deals and exclusive live events.



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



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



We have an up to 20-year partnership with Euroleague, which could extend into
2036, to manage and capitalize on all of the commercial business of the league,
including media rights, sponsorship, content production, licensing, digital
distribution, events staging, and hospitality, for which we receive a management
fee. Euroleague is one of the most popular indoor sports leagues in the world,
averaging attendance of over 8,500 per game in the 2019-2020 season.





Events, Experiences & Rights

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

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



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





In September 2021, we signed an agreement to acquire the OpenBet business of
Scientific Games Corporation ("OpenBet"). OpenBet consists of companies that
provide products and services to sports betting operators for the purposes of
sports wagering. Based on the agreement, we will pay consideration to Scientific
Games Corporation cash of $1.0 billion, expected to be funded with cash on hand
and additional borrowings under our

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Senior Credit Facilities, and 7,605,199 newly-issued shares of our Class A
common stock with a value of $200 million based on the volume-weighted average
trading price of the Class A common stock for the twenty trading days ended on
September 24, 2021. The closing of this transaction is subject to regulatory
approvals and other customary closing conditions and is expected to close in the
first half of 2022. Upon closing of the acquisition, we expect to create a new
reportable segment to include IMG ARENA and the OpenBet business.





Representation


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





Through our client representation and management businesses, including the WME
talent agency and IMG Models, we represent a diverse group of talent across
entertainment, sports, and fashion, including actors, directors, writers,
athletes, models, musicians, and other artists, in a variety of mediums, such as
film, television, books, and live events. Through our 160over90 business, we
provide brand strategy, marketing, advertising, public relations, analytics,
digital, activation, and experiential services to many of the world's largest
brands. Through IMG Licensing, we provide IP licensing services to a large
portfolio of entertainment, sports, and consumer product brands, including
representing these clients in the licensing of their logos, trade names and
trademarks. Endeavor Content provides a premium alternative to traditional
content studios, offering a range of services including content development,
production, financing, sales, and advisory services for creators. In February
2021, the Company signed a new franchise agreement and side letter (the
"Franchise Agreements") directly with the Writer's Guild of America East and the
Writer's Guild of America West (collectively, the "WGA"). These Franchise
Agreements include terms that, among other things, prohibit the Company from (a)
negotiating packaging deals after June 30, 2022 and (b) having more than a 20%
non-controlling ownership or other financial interest in, or being owned or
affiliated with any individual or entity that has more than a 20%
non-controlling ownership or other financial interest in, any entity or
individual engaged in the production or distribution of works written by WGA
members under a WGA collective bargaining agreement. As a result, in the third
quarter, the Company began marketing the restricted Endeavor Content business
for sale and such assets and liabilities are reflected as held for sale in the
consolidated balance sheet as of September 30, 2021.





Components of Our Operating Results





Revenue



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





Direct Operating Costs

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




Selling, General and Administrative





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





Provision for Income Taxes

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

Impact of the COVID-19 Pandemic





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



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

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



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





UFC Buyout



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



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

Reorganization





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



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



In addition, we have begun implementing and will continue to implement
additional procedures and processes for the purpose of addressing the standards
and requirements applicable to public companies. We expect to continue to incur
expenses related to these steps and, among other things, additional directors'
and officers' liability insurance, director fees, reporting requirements of the
SEC, transfer agent fees, hiring additional accounting, legal and administrative
personnel, increased auditing and legal fees and similar expenses. We have
recognized and will continue to recognize certain non-recurring costs as part of
our transition to a publicly traded company, consisting of professional fees and
other expenses.







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RESULTS OF OPERATIONS



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



                                       Three Months Ended September 30,          Nine Months Ended September 30,
(in thousands)                            2021                2020                 2021                   2020
Revenue                               $  1,391,303       $       864,492     $      3,572,157       $      2,517,803
Operating expenses:
Direct operating costs                     673,215               422,070            1,790,562              1,275,997
Selling, general and administrative
expenses                                   520,626               318,933            1,686,840              1,009,951
Insurance recoveries                       (12,233 )             (19,563 )            (42,100 )              (53,523 )
Depreciation and amortization               71,661                76,471              208,058                241,669
Impairment charges                             754                     -                4,524                175,282
Total operating expenses                 1,254,023               797,911            3,647,884              2,649,376
Operating income (loss)                    137,280                66,581              (75,727 )             (131,573 )
Other (expense) income:
Interest expense, net                      (55,783 )             (71,277 )           (207,970 )             (212,954 )
Loss on extinguishment of debt                   -                     -              (28,628 )                    -
Other (expense) income, net                 (7,719 )              16,409               (3,001 )               63,576
Income (loss) before income taxes
and equity losses of affiliates             73,778                11,713             (315,326 )             (280,951 )
(Benefit from) provision for income
taxes                                       (7,718 )                (941 )             58,285                 43,614
Income (loss) before equity losses
of affiliates                               81,496                12,654             (373,611 )             (324,565 )
Equity losses of affiliates, net of
tax                                        (17,883 )             (34,473 )            (77,167 )             (244,280 )
Net income (loss)                           63,613               (21,819 )           (450,778 )             (568,845 )
Less: Net income (loss)
attributable to non-controlling
interests                                   21,128                58,430             (141,980 )               32,914
Less: Net loss attributable to
Endeavor Operating Company, LLC
prior to the reorganization
transactions                                     -               (80,249 )            (31,686 )             (601,759 )
Net income (loss) attributable to                                            $       (277,112 )     $              -
Endeavor Group Holdings, Inc.         $     42,485       $             -




Revenue



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

?
Owned Sports Properties decreased by $10.6 million, or 3.5%. The decrease was
due to a decrease in UFC revenue attributable to more events being held in 2020
caused by the shifting of events from the second quarter due to COVID-19 and a
$25 million contract termination fee recognized in the third quarter of 2020,
which did not recur in 2021, partially offset by an increase in ticket sales due
to the elimination of fan attendance restrictions in 2021 and new sponsorship
deals. This decrease in UFC revenue was partially offset by an increase in
revenue at PBR due to additional events held in the current period, including
ticket sales as a result of eliminating fan attendance restrictions in 2021.
?
Events, Experiences & Rights increased by $62.1 million, or 16.2%. The increase
was primarily driven by an increase of $113 million of events revenue and $22
million of production revenue attributable to the return of live events in 2021
and $26 million attributable to the acquisition of NCSA, partially offset by a
decrease of $100 million in media rights fees primarily due to the return to a
normal schedule of European soccer matches in the quarter and the expiration of
two European soccer contracts in the second quarter of 2021.
?
Representation increased by $481.1 million, or 262.1%. The increase was
primarily driven by a $341 million increase in content deliveries at Endeavor
Content and a $124 million increase in client commissions, licensing and
corporate spending on marketing and experiential activations as the prior year
was significantly impacted by COVID-19.



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

?
Owned Sports Properties increased by $147.3 million, or 21.6%. The increase was
primarily driven by an increase in media rights fees, new sponsorship deals and
event related revenue due to the increase in the number of events held at UFC,
partially offset by a contract termination fee recognized in the prior year.
?
Events, Experiences & Rights increased by $341.7 million, or 29.1%. The increase
was primarily attributable to an increase in media rights fees of $271 million
primarily driven by the impact of COVID-19 on both the 2019/2020 and 2020/2021
European soccer seasons, which resulted in reduced matches for most leagues in
the first half of 2020, and an increased schedule of matches in the first
quarter of 2021 and $86 million of sports production revenue related to the
return of live events in 2021. These increases were partially offset by a net
decrease of $16 million in our event and performance revenue due to the
cancellation or restricted attendance at certain of our events.

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?
Representation increased by $572.7 million, or 85.6%. The increase was primarily
driven by a $384 million increase in content deliveries at Endeavor Content and
an increase of $174 million in client commissions, licensing and corporate
spending on marketing and experiential activations as the prior year was
significantly impacted by COVID-19.



Direct operating costs



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



Direct operating costs increased $514.6 million, or 40.3%, to $1,790.6 million
for the nine months ended September 30, 2021 compared to the nine months ended
September 30, 2020. The increase was primarily attributable to an increase of
$351 million related to an increase in content deliveries at Endeavor Content,
$149 million in media rights and $67 million in media production costs,
partially offset by a decrease in costs of $50 million related to events and
performance due to the changes in revenue described above.





Selling, general and administrative expenses





Selling, general and administrative expenses increased $201.7 million, or 63.2%,
to $520.6 million for the three months ended September 30, 2021 compared to the
three months ended September 30, 2020. The increase was principally due to
increased equity-based compensation expense of $40 million, higher cost of
personnel, including bonuses accrued in the current year versus lower to no
bonuses accrued in the prior year, and other operating expenses as the business
recovers from the impact of COVID-19.



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





Insurance recoveries



We maintain events cancellation insurance policies for a significant number of
our events. For the three and nine months ended September 30, 2021 and 2020, we
recognized $12.2 million, $42.1 million, $19.6 million and $53.5 million, of
insurance recoveries, respectively, which primarily related to cancelled events
in our Events, Experiences & Rights and Owned Sports Properties segments due to
COVID-19.




Depreciation and amortization





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





Impairment charges



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





Interest expense, net



Interest expense, net decreased $15.5 million, or 21.7% to $55.8 million for the
three months ended September 30, 2021 compared to the three months ended
September 30, 2020. Interest expense, net decreased $5.0 million, or 2.3% to
$208.0 million for the nine months ended September 30, 2021 compared to the nine
months ended September 30, 2020. These decreases were primarily driven by lower
indebtedness as a result of the repayment of debt in June 2021.



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

Other (expense) income, net





Other (expense) income, net for the three months ended September 30, 2021 was
expense of $7.7 million compared to income of $16.4 million for the three months
ended September 30, 2020. The expense for the three months ended September 30,
2021 primarily was attributable to foreign

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currency transaction losses. The income for the three months ended September 30, 2020 was primarily attributable to the gain on the sale of an investment.





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





(Benefit from) provision for income taxes





For the three months ended September 30, 2021, we recorded $7.7 million benefit
from income taxes compared to $0.9 million benefit from income taxes for the
three months ended September 30, 2020. For the nine months ended September 30,
2021, we recorded $58.3 million provision for income taxes compared to $43.6
million provision for income taxes for the nine months ended September 30, 2020.
The tax expense for the three months ended September 30, 2021 differs from the
same period in 2020 primarily due to the impact of additional pre-tax income for
the three months ended September 30, 2021. The tax expense for the nine months
ended September 30, 2021 differs from the same period in 2020 primarily due to
the impact of additional stock compensation expense on the annual effective tax
rate, deferred tax liabilities associated with indefinite lived intangibles
recorded as a result of the IPO, and a change in the tax rate in the United
Kingdom.




Equity losses of affiliates, net of tax





Equity losses of affiliates decreased $16.6 million to $17.9 million and
decreased $167.1 million to $77.2 million for the three and nine months ended
September 30, 2021, respectively, compared to the three and nine months ended
September 30, 2020. Equity losses for the three and nine months ended September
30, 2021 are primarily due to the losses related to our investment in Learfield
IMG College.


During the three and nine months ended September 30, 2020 we recorded $31.4 million and $238.9 million, respectively, in equity losses resulting from continued losses and the impact of COVID-19 on Learfield IMG College's operating results, resulting in goodwill and indefinite-lived intangible asset impairments.

Net income (loss) attributable to non-controlling interests



Net income attributable to non-controlling interests decreased $37.3 million to
$21.1 million for the three months ended September 30, 2021 compared to the
three months ended September 30, 2020. The decrease was primarily driven by the
effect of the reorganization transactions.



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




SEGMENT RESULTS OF OPERATIONS





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



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



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



                                             Three Months Ended September 30,          Nine Months Ended September 30,
(in thousands)                                  2021                2020                 2021                   2020

Revenue:


Owned Sports Properties                     $    288,521       $       

299,130 $ 830,867 $ 683,536 Events, Experiences & Rights

                     446,333               384,257            1,514,615              1,172,867
Representation                                   664,723               183,583            1,241,864                669,157
Eliminations                                      (8,274 )              (2,478 )            (15,189 )               (7,757 )
Total Revenue                               $  1,391,303       $      

864,492 $ 3,572,157 $ 2,517,803 Adjusted EBITDA: Owned Sports Properties

$    134,679       $       

166,678 $ 412,495 $ 334,474 Events, Experiences & Rights

                      84,993                (9,595 )            160,843                 16,873
Representation                                   141,801                41,666              264,969                162,315
Corporate                                        (78,156 )             (22,802 )           (187,476 )             (106,340 )




Owned Sports Properties

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





                                     Three Months Ended September 30,      Nine Months Ended September
                                                                                       30,
                                           2021                2020           2021             2020
(in thousands)
Revenue                              $        288,521       $  299,130     $  830,867       $  683,536
Direct operating costs               $        102,640       $   80,782     $  275,935       $  219,798
Selling, general and
administrative expenses              $         48,061       $   54,264     $  140,162       $  129,684
Adjusted EBITDA                      $        134,679       $  166,678     $  412,495       $  334,474
Adjusted EBITDA margin                           46.7 %           55.7 %         49.6 %           48.9 %



Three months ended September 30, 2021 compared to three months ended September 30, 2020





Revenue for the three months ended September 30, 2021 decreased $10.6 million,
or 3.5%, to $288.5 million, compared to the three months ended September 30,
2020. The decrease was driven primarily by a decrease in revenue at UFC
attributable to more events being held in 2020 caused by the shifting of events
from the second quarter due to COVID-19 and a $25 million contract termination
fee recognized in the third quarter of 2020 which did not recur in 2021
partially offset by an increase in ticket sales due to the elimination of fan
attendance restrictions in 2021 and new sponsorship deals. This decrease in UFC
revenue was partially offset by increased revenue at PBR due to additional PBR
events held in 2021 compared to the prior year period, including ticket sales as
a result of eliminating fan attendance restrictions in 2021.



Direct operating costs for the three months ended September 30, 2021 increased
$21.9 million, or 27.1%, to $102.6 million, compared to the three months ended
September 30, 2020. The increase was attributable to increases in athlete
compensation, production and marketing expenses at UFC, as well as an increase
in the number of PBR events held.



Selling, general and administrative expenses for the three months ended
September 30, 2021 decreased $6.2 million, or 11.4%, to $48.1 million, compared
to the three months ended September 30, 2020. The decrease was primarily
attributable to lower travel expenses related to UFC due to fewer events held
and less international events.



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





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





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



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



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

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





Events, Experiences & Rights


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





                                     Three Months Ended September 30,          Nine Months Ended September 30,
                                           2021                2020              2021                   2020
(in thousands)
Revenue                              $        446,333       $  384,257     $      1,514,615       $      1,172,867
Direct operating costs               $        235,645       $  327,388     $      1,046,714       $        934,385
Selling, general and
administrative expenses              $        138,567       $   85,424     $        351,642       $        284,532
Adjusted EBITDA                      $         84,993       $   (9,595 )   $        160,843       $         16,873
Adjusted EBITDA margin                           19.0 %           -2.5 %               10.6 %                  1.4 %



Three months ended September 30, 2021 compared to three months ended September 30, 2020





Revenue for the three months ended September 30, 2021 increased $62.1 million,
or 16.2%, to $446.3 million , compared to the three months ended September 30,
2020. Event and performance revenue increased $113 million primarily due to
events returning in 2021, including Ryder Cup, The Big Feastival and Taste of
London that were cancelled in 2020 due to COVID-19, as well as the return of IMG
Academy summer camps at full capacity, which were cancelled or had attendance
restrictions in 2020 and an increase of $26 million related to the acquisition
of NCSA. Media production revenue increased $22 million due to the return to a
full schedule of events in 2021 as compared to the impact of COVID-19 on event
schedules in 2020, including coverage of golf and tennis events which were
cancelled. Media rights fees decreased $100 million primarily due to the return
to a normal schedule of European soccer matches in 2021 compared to the impact
of COVID-19 on the 2019/2020 season, which resulted in matches for most leagues
rescheduled to the third quarter of 2020, as well as the expiration of two
European soccer contracts in the second quarter of 2021 that were not renewed.



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



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



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





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





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



Direct operating costs for the nine months ended September 30, 2021 increased
$112.3 million, or 12.0%, to $1,046.7 million, compared to the nine months ended
September 30, 2020. Media rights expenses and media production expenses
increased $149 million and $67 million, respectively, partially offset by a
reduction in live event and performance costs of $106 million due to the changes
in revenue as described above.



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

Adjusted EBITDA for the nine months ended September 30, 2021 increased $144.0
million to $160.8 million, compared to the nine months ended September 30, 2020.
The increase in Adjusted EBITDA was primarily driven by the increase in revenue
partially offset by the increase in related direct operating costs and selling,
general and administrative expenses and a decrease in insurance recoveries
related to cancelled events.





Representation


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





                                     Three Months Ended September 30,         Nine Months Ended September 30,
                                           2021                2020              2021                   2020
(in thousands)
Revenue                              $        664,723       $  183,583     $       1,241,864       $      669,157
Direct operating costs               $        341,895       $   25,053     $         481,796       $      126,475
Selling, general and
administrative expenses              $        181,322       $  117,972     $         495,173       $      381,801
Adjusted EBITDA                      $        141,801       $   41,666     $         264,969       $      162,315
Adjusted EBITDA margin                           21.3 %           22.7 %                21.3 %               24.3 %



Three months ended September 30, 2021 compared to three months ended September 30, 2020





Revenue for the three months ended September 30, 2021 increased $481.1 million,
or 262.1%, to $664.7 million, compared to the three months ended September 30,
2020. The increase was primarily attributable to a $341 million increase at
Endeavor Content in connection with the delivery of new content that was
negligible in the prior year due to the COVID-19 shutdown of productions and an
increase of $124 million related to client commissions due primarily to the
return of productions and personal appearances, as well as licensing and
corporate spending on marketing and experiential activations.



Direct operating costs for the three months ended September 30, 2021 increased
$316.8 million to $341.9 million, compared to the three months ended September
30, 2020. The increase was predominantly attributable to the above mentioned
increase in content deliveries at Endeavor Content and marketing and
experiential activations.



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





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





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





Revenue for the nine months ended September 30, 2021 increased $572.7 million,
or 85.6%, to $1,241.9 million, compared to the nine months ended September 30,
2020. The increase was primarily attributable to a $384 million increase in
content deliveries at Endeavor Content and an increase of $174 million in client
commissions, licensing and marketing and experiential activations which were all
significantly impacted by COVID-19 in the prior year.



Direct operating costs for the nine months ended September 30, 2021 increased
$355.3 million, or 280.9%, to $481.8 million, compared to the nine months ended
September 30, 2020. The increase was predominantly attributable to the above
mentioned increase in content deliveries at Endeavor Content.



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



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





Corporate



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

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

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





                                    Three Months Ended September 30,             Nine Months Ended September 30,
                                       2021                   2020                 2021                   2020
(in thousands)
Adjusted EBITDA                  $        (78,156 )     $        (22,802 )   $       (187,476 )     $       (106,340 )




Adjusted EBITDA for the three months ended September 30, 2021 decreased $55.4
million, or 242.8% , to $78.2 million, compared to the three months ended
September 30, 2020. The decline was driven by an increase in cost of personnel,
including bonuses accrued in the current year versus lower to no bonuses accrued
in the prior year and other general and administrative expenses.



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





NON-GAAP FINANCIAL MEASURES





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



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



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





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



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



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



?

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





?

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





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



?

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





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



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



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Adjusted EBITDA



                                 Three Months Ended September 30,          Nine Months Ended September 30,
(in thousands)                         2021                2020              2021                   2020
Net income (loss)                $         63,613       $  (21,819 )    $      (450,778 )      $      (568,845 )
(Benefit from) provision for
income taxes                               (7,718 )           (941 )             58,285                 43,614
Interest expense, net                      55,783           71,277              207,970                212,954
Depreciation and amortization              71,661           76,471              208,058                241,669
Equity-based compensation
expense (1)                                60,885           20,602              464,393                 37,577
Merger, acquisition and
earn-out costs (2)                         13,107            6,682               38,291                 15,985
Certain legal costs (3)                      (266 )          1,646                4,260                  7,805
Restructuring, severance and
impairment (4)                              2,179              952                6,612                213,199
Fair value adjustment - Droga5
(5)                                             -                -                    -                    473
Fair value adjustment - equity
investments (5)                                90           (1,547 )            (13,614 )                4,212
Equity method losses -
Learfield IMG College (6)                  14,831           31,354               76,291                238,891
COVID-19 related costs (7)                      -              426                    -                  2,829
Other (8)                                   9,152           (6,772 )             51,063                (50,367 )
Adjusted EBITDA                  $        283,317       $  178,331      $       650,831        $       399,996
Net income (loss) margin                      4.6 %           (2.5 %)             (12.6 %)               (22.6 %)
Adjusted EBITDA margin                       20.4 %           20.6 %               18.2 %                 15.9 %




Adjusted Net Income



                                       Three Months Ended September 30,          Nine Months Ended September 30,
(in thousands)                               2021                2020              2021                   2020
Net income (loss)                      $         63,613       $  (21,819 )   $       (450,778 )     $       (568,845 )
Net loss (income) attributable to
non-controlling interests                       (21,128 )        (58,430 )            141,980                (32,914 )
Net loss attributable to Endeavor
Operating Company, LLC
 prior to the reorganization
transactions                                          -                -               31,686                      -
Net income (loss) attributable to
Endeavor Group Holdings, Inc.                    42,485                -             (277,112 )                    -
Net loss attributable to Endeavor
Operating Company, LLC
 prior to the reorganization
transactions                                          -          (80,249 )                                  (601,759 )
Amortization                                     48,646           55,315              141,023                178,773
Equity-based compensation expense
(1)                                              60,885           20,602              464,393                 37,577
Merger, acquisition and earn-out
costs (2)                                        13,107            6,682               38,291                 15,985
Certain legal costs (3)                            (266 )          1,646                4,260                  7,805
Restructuring, severance and
impairment (4)                                    2,179              952                6,612                213,199
Fair value adjustment - Droga5                        -                -                    -                    473
Fair value adjustment - equity
investments (5)                                      90           (1,547 )            (13,614 )                4,212
Equity method losses - Learfield IMG
College (6)                                      14,831           31,354               76,291                238,891
COVID-19 related costs (7)                            -              426                    -                  2,829
Other (8)                                         9,152           (6,772 )             51,063                (50,367 )
Tax effects of adjustments (9)                   19,176           (6,960 )             90,407                (11,948 )
Other tax items (10)                                  -                -               17,608                 32,338
Adjustments allocated to
non-controlling interests (11)                  (66,566 )        (13,051 )           (404,028 )              (52,744 )
Adjusted Net Income                    $        143,719       $    8,398     $        195,194       $         15,264




(1)

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





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



(2)

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





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



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



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Such costs for the nine months ended September 30, 2021 primarily related to
fair value adjustments for contingent consideration liabilities related to
acquired businesses and acquisition earn-out adjustments of approximately $24
million, which primarily related to our Events, Experiences & Rights and
Representation segments. Professional advisor costs were approximately $14
million and primarily related to our Events, Experiences & Rights segment and
Corporate.



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



(3)


Includes costs related to certain litigation or regulatory matters in each of
our segments and Corporate.
(4)
Includes certain costs related to our restructuring activities and non-cash
impairment charges.



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

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





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



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



(5)

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

(6)

Relates to equity method losses, including impairment charges, from our investment in Learfield IMG College following the merger of our IMG College business with Learfield in December 2018.

(7)


Includes COVID-19 related costs that are non-recurring and incremental costs
that would have otherwise not been incurred. Such adjustment for the three
months ended September 30, 2020 does not include the write-off of $2 million of
deferred event costs, net of insurance recoveries, which is adjusted in our
Events, Experiences & Rights segment profitability measure. Such adjustment for
the nine months ended September 30, 2020 does not include the write-off of $7
million of deferred event costs, net of insurance recoveries, which is adjusted
in our Events, Experiences & Rights segment profitability measure.



(8)


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



For the three months ended September 30, 2020, other costs were comprised primarily of a gain of approximately $17 million related to sales of investments related to our Representation segment, a loss of approximately $2 million related to non-cash fair value adjustments of embedded foreign currency derivatives, which related primarily to our Events, Experiences & Rights segment, and losses of approximately $7 million on foreign exchange transactions, which related to all of our segments and Corporate.





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



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



(9)
Reflects the tax impacts with respect to each adjustment noted above by applying
the annual effective tax rate, as applicable with the exception of the equity
method losses recorded from our investment in Learfield IMG College, which is
calculated on a discrete basis.



(10)


Such items for the nine months ended September 30, 2021 includes $7.4 million of
deferred tax liabilities, recorded as a result of the IPO, associated with
indefinite lived intangibles and tax expense of $10.2 million related to a
change in tax rate in the United Kingdom. Such items for the nine months ended
September 30, 2020 relate to a $32.3 million tax expense recorded as a result of
acquisitions and subsequent tax restructurings.



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(11)


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



LIQUIDITY AND CAPITAL RESOURCES

Historical liquidity and capital resources sources and uses of cash

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







Debt facilities



As of September 30, 2021, we had an aggregate of $5.0 billion outstanding
indebtedness under our first lien credit agreement entered into by certain of
our subsidiaries in May 2014 in connection with the acquisition of IMG (as
amended, restated, modified and/or supplemented from time to time, the "Credit
Facilities") and UFC Holdings, LLC's term loan and revolving credit facilities
(the "UFC Credit Facilities" and, collectively with the Credit Facilities, the
"Senior Credit Facilities"). As of September 30, 2021 we had available borrowing
capacity of approximately $370 million under the Senior Credit Facilities.





Credit Facilities



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



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



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



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



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



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



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



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





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





UFC Credit Facilities



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



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



The UFC Credit Facilities also include a revolving credit facility, which has
$205.0 million of total borrowing capacity and letter of credit and swingline
loan sub-limits of up to $40.0 million and $15.0 million, respectively.
Revolving credit facility borrowings under the UFC Credit Facilities bear
interest at a variable interest rate equal to either, at our option, adjusted
LIBOR or ABR plus, in each case, an applicable margin. LIBOR revolving loans
accrue interest at a rate equal to an adjusted LIBOR plus 3.50-4.00%, depending
on the First Lien Leverage Ratio, in each case with a LIBOR floor of 0.00%. ABR
revolving loans accrue interest at a rate equal to (i) the highest of (a) the
Federal Funds Effective Rate plus 0.50%, (b) the prime rate, (c) adjusted LIBOR
for a one-month interest period plus 1.00% and (d) 1.00%, plus (ii) 2.50-3.00%,
depending on the First Lien Leverage Ratio. We pay a commitment fee on the
revolving credit facility under the UFC Credit Facilities of 0.25-0.50%, based
on the First Lien Leverage Ratio and Letter of Credit fees of 0.125%. As of
September 30, 2021, we had no borrowings outstanding under this revolving credit
facility and outstanding letters of credit of $10.0 million. The revolving
facility under the UFC Credit Facilities matures on April 29, 2024.



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

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





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





Restrictions on dividends



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





Other debt



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



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

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



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


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







Cash Flows Overview


Nine months ended September 30, 2021 and 2020





                                                                  Nine Months Ended September 30,
(in thousands)                                                      2021                   2020
Net income, adjusted for non-cash items                       $        741,224       $        183,401
Changes in working capital                                              64,987                131,478
Changes in non-current assets and liabilities                         (618,142 )             (208,919 )
Net cash provided by operating activities                     $        188,069       $        105,960
Net cash used in investing activities                         $       (408,630 )     $       (323,843 )
Net cash provided by financing activities                     $        371,055       $        473,305




Operating activities changed from $106.0 million of cash provided in the nine
months ended September 30, 2020 to $188.1 million of cash provided in the nine
months ended September 30, 2021. Cash provided in the nine months ended
September 30, 2021 primarily represents a smaller net loss of $450.8 million
from the continued recovery from COVID-19 and higher amortization of content
costs of $319.8 million from content deliveries at Endeavor Content partially
offset by an increase in other assets of $699.7 million from additional
investments in Endeavor Content film assets. Cash provided in the nine months
ended September 30, 2020 primarily represents a decrease in accounts receivable
and deferred costs of $263.8 million and $71.6 million due to the adverse impact
from COVID-19 resulting in changes to the timing of collections and payments
from modified event and media rights schedules.



Investing activities changed from $323.8 million of cash used in the nine months
ended September 30, 2020 to $408.6 million of cash used in the nine months ended
September 30, 2021. Cash used in the nine months ended September 30, 2021
primarily reflects payments for acquisitions of businesses, primarily for NCSA,
Mailman and FlightScope, of $258.5 million, and investments in non-controlled
affiliates, primarily Learfield IMG College, of $139.7 million. Cash used in the
nine months ended September 30, 2020 primarily reflects payments for
acquisitions of businesses, primarily On Location, of $314.7 million, capital
expenditures of $59.9 million and investments in non-controlled affiliates of
$33.0 million.



Financing activities changed from $473.3 million of cash provided in the nine
months ended September 30, 2020 to $371.1 million of cash provided in the nine
months ended September 30, 2021. Cash provided in the nine months ended
September 30, 2021 primarily reflects proceeds from the equity offerings, net of
underwriting discounts, primarily from the IPO and private placements, of
$1,886.6 million partially offset by $835.7 million used for the UFC Buyout and
net payments on debt of $654.9 million. Cash provided in the nine months ended
September 30, 2020 primarily reflects net proceeds from debt of $591.4 million
partially offset by distributions of $83.5 million primarily made by UFC.





Future sources and uses of liquidity





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

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



We expect that our primary liquidity needs will be cash to (1) provide capital
to facilitate organic growth of our business, (2) fund future investments,
acquisitions (including OpenBet) and settle acquisition earn-outs from prior
acquisitions, (3) pay operating expenses, including cash

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



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





Tax distributions by Endeavor Operating Company





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



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



Tax Receivable Agreements



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



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





Critical Accounting Estimates



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





Recent Accounting Standards



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





Off-Balance Sheet Arrangements





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





Contractual Obligations, Commitments and Contingencies





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



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