You should read the following discussion in conjunction with the consolidated financial statements and related notes included elsewhere in this report.

Our operations are organized around the following principal activities:

Media:

?The Media segment reflects the production and monetization of long-form and short-form video content across various platforms, including WWE Network, broadcast and pay television, digital and social media, as well as filmed entertainment. Across these platforms, revenues principally consist of content rights fees, subscriptions to WWE Network, and advertising and sponsorships. Effective March 18, 2021, the domestic monetization of WWE Network is generated from content license fees and certain shared sponsorship revenues from NBC Universal ("NBCU"). Media segment revenues for the six months ended June 30, 2021 include the upfront revenue recognition related to the delivery of certain intellectual property rights under this agreement.

Live Events:

?Live events provide ongoing content for our media platforms. Live Event segment revenues consist primarily of ticket sales, including primary and secondary distribution, revenues from events for which we receive a fixed fee, as well as the sale of travel packages associated with the Company's global live events. As a result of the global spread of the coronavirus pandemic ("COVID-19"), these revenues have been greatly limited since March 2020 and we expect this pattern to continue into 2021. We held our annual WrestleMania events on April 10 and 11, 2021 with a ticketed audience, and have resumed our live event touring schedule, which began on July 16, 2021.

Consumer Products:

?The Consumer Products segment engages in the merchandising of WWE branded products, such as video games, toys and apparel, through licensing arrangements and direct-to-consumer sales. Revenues principally consist of royalties and licensee fees related to WWE branded products, and sales of merchandise distributed at our live events and through eCommerce platforms.

Results of Operation

The Company presents Adjusted OIBDA as the primary measure of segment profit (loss). The Company defines Adjusted OIBDA as operating income before depreciation and amortization, excluding stock-based compensation, certain impairment charges and other non-recurring material items. Adjusted OIBDA includes depreciation and amortization expenses directly related to supporting the operations of our segments, including content production asset amortization, depreciation and amortization of costs related to content delivery and technology assets utilized for WWE Network, as well as amortization of right-of-use assets related to finance leases of equipment used to produce and broadcast our live events. The Company believes the presentation of Adjusted OIBDA is relevant and useful for investors because it allows investors to view our segment performance in the same manner as the primary method used by management to evaluate segment performance and make decisions about allocating resources. Additionally, we believe that Adjusted OIBDA is a primary measure used by media investors, analysts and peers for comparative purposes.

Adjusted OIBDA is a non-GAAP financial measure and may be different than similarly titled non-GAAP financial measures used by other companies. A limitation of Adjusted OIBDA is that it excludes depreciation and amortization, which represents the periodic charge for certain fixed assets and intangible assets used in our business. Additionally, Adjusted OIBDA excludes stock-based compensation, a non-cash expense that may vary between periods with limited correlation to underlying operating performance, as well as other non-recurring material items. Adjusted OIBDA should not be regarded as an alternative to operating income or net income as an indicator of operating performance, or to the statement of cash flows as a measure of liquidity, nor should it be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. We believe that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA. See Note 3, Segment Information, in the accompanying consolidated financial statements for a reconciliation of Adjusted OIBDA to operating income for the periods presented.

Unallocated corporate general and administrative expenses largely relate to corporate functions such as finance, legal, human resources, facilities and information technology. These unallocated corporate general and administrative expenses will be shown, as applicable, as a reconciling item in tables where segment and consolidated results are both shown.



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Summary

Three Months Ended June 30, 2021 compared to Three Months Ended June 30, 2020

(dollars in millions, except where noted)



The following tables present our consolidated results followed by our Adjusted
OIBDA results:

                                             Three Months Ended
                                                  June 30,            Increase
                                            2021             2020    (decrease)
Net revenues
Media                                    $     233.9        $ 200.1         17 %
Live Events                                      9.2            1.0        820 %
Consumer Products                               22.5           22.3          1 %
Total net revenues (1)                         265.6          223.4         19 %
Operating expenses
Media                                          134.5           99.2         36 %
Live Events                                      8.0            4.6         74 %
Consumer Products                               13.6           13.6          - %
Total operating expenses (2)                   156.1          117.4         33 %
Marketing and selling expenses
Media                                           14.8           15.6        (5) %
Live Events                                      0.4            0.9       (56) %
Consumer Products                                0.8            1.0       (20) %
Total marketing and selling expenses            16.0           17.5        (9) %
General and administrative expenses (3)         36.3           22.0         65 %
Depreciation and amortization                   10.9           10.8          1 %
Operating income                                46.3           55.7       (17) %
Interest expense                                 8.5            9.1        (7) %
Other (expense) income, net                    (0.1)            8.5      (101) %
Income before income taxes                      37.7           55.1       (32) %
Provision for income taxes                       8.5           11.3       (25) %
Net income                               $      29.2        $  43.8       (33) %

(1)Our consolidated net revenues increased by $42.2 million, or 19%, in the current year quarter as compared to the prior year quarter. This increase was primarily driven by incremental network revenues of $12.1 million due to the recognition of content license fees associated with the delivery of new WWE Network content. The current year quarter also includes additional revenues of $9.4 million associated with the delivery and performance of our WWE Studios portfolio and $8.9 million associated with the contractual escalations of our key domestic distribution agreements for our flagship programs, RAW and SmackDown. These increases were coupled with $8.0 million of higher ticket and merchandise sales from our live events due to the return of ticketed audiences at our WrestleMania events. For further analysis, refer to Management's Discussion and Analysis of our business segments.

(2)Our consolidated operating expenses increased by $38.7 million, or 33%, in the current year quarter as compared to the prior year quarter. This increase was primarily driven by $35.9 million of higher content creation and event related costs due to producing our content from WWE ThunderDome and our annual WrestleMania events that were held at Raymond James Stadium in Tampa, Florida with a ticketed audience. During the prior year quarter, we produced content, including WrestleMania, at our training facility at a lower cost. For further analysis, refer to Management's Discussion and Analysis of our business segments.

(3)Our consolidated general and administrative expenses increased by $14.3 million, or 65%, in the current year quarter as compared to the prior year quarter. This increase was driven by an increase in staff related costs of $12.6 million, including $8.1 million of severance expenses primarily associated with the combination of WWE's television, digital and studios teams into one organization during the current year quarter. For further analysis, refer to Management's Discussion and Analysis of our business segments.



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                                                               Three Months Ended
                                                                    June 30,
                                                          2021                    2020
Reconciliation of Operating Income to Adjusted
OIBDA                                                         % of Rev                % of Rev
Operating income                                 $    46.3       17 %     $   55.7       25 %
Depreciation and amortization                         10.9        4 %         10.8        5 %
Stock-based compensation                               2.8        1 %          7.0        3 %
Other adjustments (1)                                  8.1        3 %            -        - %
Adjusted OIBDA                                   $    68.1       26 %     $   73.5       33 %

(1)Other adjustments in the current year quarter include severance expenses primarily associated with the combination of WWE's television, digital and studios teams into one organization.



                         Three Months Ended
                              June 30,            Increase
                         2021            2020    (decrease)
Adjusted OIBDA
Media                 $      86.2      $   90.5        (5) %
Live Events                   1.1         (4.2)        126 %
Consumer Products             8.4           8.1          4 %
Corporate                  (27.6)        (20.9)       (32) %
Total Adjusted OIBDA  $      68.1      $   73.5        (7) %


Media

The following tables present the performance results and key drivers for our
Media segment:

                                          Three Months Ended
                                               June 30,            Increase
                                         2021             2020    (decrease)

Net Revenues Network (including pay-per-view) (1) $ 61.5 $ 49.4 24 % Core content rights fees (2)

                141.8          132.9         7 %
Advertising and sponsorship (3)              18.7           13.3        41 %
Other (4)                                    11.9            4.5       164 %
Total net revenues                    $     233.9        $ 200.1        17 %


(1)Network revenues consist of revenues earned from fees from customers of WWE Network and license fees under international licensed partner agreements, as well as amounts earned from our pay-per-view broadcasts. Effective March 18, 2021, network revenues include the domestic monetization of WWE Network generated from content license fees.

(2)Core content rights fees consist primarily of licensing revenues earned from the distribution of our flagship programs, RAW and SmackDown, as well as our NXT programming, through global broadcast, pay television and digital platforms.

(3)Advertising and sponsorships revenues within our Media segment consist primarily of advertising revenues generated from the Company's content on third-party social media platforms and sponsorship fees from sponsors who promote their products utilizing the Company's media platforms, including promotion on the Company's digital websites and on-air promotional media spots.

(4)Other revenues within our Media segment reflect revenues earned from the distribution of other WWE content, including, but not limited to, certain live in-ring programming content in international markets, scripted, reality and other programming, as well as theatrical and direct-to-home video releases.



                                                               Three Months Ended
                                                                    June 30,
                                                          2021                    2020
Reconciliation of Operating Income to Adjusted
OIBDA                                                         % of Rev                % of Rev
Operating income                                 $    80.8       35 %     $   81.6       41 %
Depreciation and amortization                          3.8        2 %          3.8        2 %
Stock-based compensation                               1.6        1 %          5.1        3 %
Other adjustments                                        -        - %            -        - %
Adjusted OIBDA                                   $    86.2       37 %     $   90.5       45 %


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Media net revenues increased by $33.8 million, or 17%, in the current year quarter as compared to the prior year quarter. This increase was primarily driven by an increase in Network revenues of $12.1 million, or 24%, primarily driven by content license fees associated with the delivery of new WWE Network content, coupled with an increase in our core content rights fees of $8.9 million, or 7%, driven primarily by the contractual escalations of our key domestic distribution agreements for our flagship programs, RAW and SmackDown. Other revenues within the Media segment increased by $7.4 million, or 164%, primarily driven by an increase of $9.4 million due to the timing of delivery and performance of our WWE Studios portfolio, partially offset by a reduction of $2.4 million due to the timing of our reality-based programming.

Media Adjusted OIBDA as a percentage of revenues decreased in the current year quarter as compared to the prior year quarter. This decrease was driven by increased content creation related costs of $30.5 million, partially offset by the incremental network and core content rights fees revenues, as discussed above.

Live Events



The following tables present the performance results and key drivers for our
Live Events segment:

                                                   Three Months Ended
                                                        June 30,             Increase
                                                   2021              2020   (decrease)
Net Revenues
North American ticket sales                    $         6.7         $   -        NM
International ticket sales                                 -             -         - %
Advertising and sponsorship (1)                          0.3           0.3         - %
Other (2)                                                2.2           0.7       214 %
Total net revenues                             $         9.2         $ 1.0       820 %

Operating Metrics (3)
Total live event attendance                           40,400             -        NM
Number of North American events                            2             -        NM
Average North American attendance                     20,190             -        NM

Average North American ticket price (dollars) $ 161.35 $ - NM Number of international events

                             -             -         - %
Average international attendance                           -             -         - %
Average international ticket price (dollars)   $           -         $   -         - %


(1)Advertising and sponsorships revenues within our Live Events segment primarily consists of fees from advertisers and sponsors who promote their products utilizing the Company's live events (i.e., presenting sponsor of fan engagement events and advertising signage at the event).

(2)Other revenues within our Live Events segment primarily consists of the sale of travel packages associated with the Company's global live events and commission earned through secondary ticketing, as well as revenues from events for which the Company receives a fixed fee.

(3)Metrics exclude the events for our domestic and United Kingdom NXT brands. These are our developmental brands that typically conduct their events in smaller venues with lower ticket prices. We did not conduct any ticketed NXT events in the periods presented.



                                                             Three Months Ended
                                                                  June 30,
                                                        2021                    2020
Reconciliation of Operating Income (Loss) to
Adjusted OIBDA                                              % of Rev                % of Rev
Operating income (loss)                         $    0.9       10 %     $  (4.5)     (450) %
Depreciation and amortization                          -        - %            -         - %
Stock-based compensation                             0.2        2 %          0.3        30 %
Other adjustments                                      -        - %            -         - %
Adjusted OIBDA                                  $    1.1       12 %     $  (4.2)     (420) %

Live Events net revenues, which include revenues from ticket sales and travel packages, increased by $8.2 million, or 820%, in the current year quarter as compared to the prior year quarter. Revenues from our ticket sales increased to $6.7 million due to the impact of our two WrestleMania events during the current year quarter. There were no ticket sales in the prior year quarter due to the cancellation of ticketed events as a result of COVID-19.

Live Events Adjusted OIBDA increased in the current year quarter as compared to the prior year quarter. This increase was driven by the impact of the return of two ticketed WrestleMania events.



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Consumer Products



The following tables present the performance results and key drivers for our
Consumer Products segment:

                                                     Three Months Ended
                                                          June 30,             Increase
                                                      2021         2020       (decrease)
Net Revenues
Consumer product licensing                         $      11.3   $     9.7          16 %
eCommerce                                                  9.9        12.6        (21) %
Venue merchandise                                          1.3           -          NM
Total net revenues                                 $      22.5   $    22.3           1 %

Operating Metrics Average eCommerce revenue per order (dollars) $ 73.46 $ 58.36 26 % Number of eCommerce orders

                             134,000     215,500        (38) %
Venue merchandise domestic per capita spending
(dollars)                                          $     32.09   $       -          NM


                                                                Three Months Ended
                                                                     June 30,
                                                           2021                      2020
Reconciliation of Operating Income to Adjusted
OIBDA                                                            % of Rev                % of Rev
Operating income                                 $     7.9          35 %     $    7.6       34 %
Depreciation and amortization                          0.1           0 %            -        - %
Stock-based compensation                               0.4           2 %          0.5        2 %
Other adjustments                                        -           - %            -        - %
Adjusted OIBDA                                   $     8.4          37 %     $    8.1       36 %

Consumer Products net revenues were essentially unchanged in the current year quarter as compared to the prior year quarter. Consumer product licensing revenue increased by $1.6 million, or 16%, primarily due to higher sales of the Company's licensed toys and collectibles. Venue merchandise revenues increased to $1.3 million driven by the sale of merchandise at our WrestleMania events in the current year. This event was held without ticketed attendance in the prior year quarter as a result of COVID-19. These increases were mostly offset by a decline in eCommerce revenues of $2.7 million, or 21%, primarily due to a 38% decline in the volume of online merchandise orders, which was driven, in part, by changes in consumer spending habits.

Consumer Products Adjusted OIBDA as a percentage of revenues was essentially unchanged in the current year quarter as compared to the prior year quarter.

Corporate

Unallocated corporate general and administrative expenses largely relate to corporate administrative functions, including finance, investor relations, community relations, corporate communications, information technology, legal, human resources and our Board of Directors. The Company does not allocate these general and administrative expenses to its business segments.



                                                                  Three Months Ended
                                                                       June 30,
                                                             2021                   2020
Reconciliation of Operating Loss to Adjusted OIBDA              % of Rev                % of Rev
Operating loss                                       $ (43.3)      (16) %   $ (29.0)      (13) %
Depreciation and amortization                             7.0         3 %        7.0         3 %
Stock-based compensation                                  0.6         0 %        1.1         0 %
Other adjustments (1)                                     8.1         3 %          -         - %
Adjusted OIBDA                                       $ (27.6)      (10) %   $ (20.9)       (9) %

(1)Other adjustments in the current year quarter include severance expenses primarily associated with the combination of WWE's television, digital and studios teams into one organization. Our policy is to record Company-wide severance expenses as unallocated corporate general and administrative expenses.



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Corporate Adjusted OIBDA decreased by $6.7 million, or 32%, in the current year quarter as compared to the prior year quarter. This decrease was primarily driven by $4.9 million of additional staff related costs.

Depreciation and Amortization



                                    Three Months Ended
                                         June 30,              Increase
                                       2021           2020    (decrease)
Depreciation and amortization  $      10.9           $ 10.8       1 %


Depreciation and amortization expense was essentially unchanged in the current year quarter as compared to the prior year quarter.



Interest Expense

                        Three Months Ended
                             June 30,              Increase
                           2021            2020   (decrease)
Interest expense  $       8.5             $ 9.1        (7) %

Interest expense, which relates primarily to interest and amortization associated with our convertible notes, our real estate and equipment finance leases, the revolving credit facility and mortgage, declined by $0.6 million in the current year quarter as compared to the prior year quarter. The prior year quarter includes additional expenses related to the outstanding amounts under our revolving credit facility.

Other Income (Expense), Net



                                  Three Months Ended
                                       June 30,              Increase
                                     2021            2020   (decrease)
Other income (expense), net  $      (0.1)           $ 8.5       (101) %


Other income (expense), net is comprised of interest income, gains and losses recorded on our equity investments, realized translation gains and losses, and rental income. The decrease of $8.6 million in the current year quarter is driven by the timing of certain unrealized holding gains related to our equity investments. In the prior year quarter, we recognized $7.9 million of unrealized holding gains resulting from valuation adjustments on our marketable equity investments.



Income Taxes

                                                Three Months Ended
                                                     June 30,             Increase
                                              2021               2020    (decrease)
Provision for (benefit from) income taxes  $    8.5            $ 11.3         (25) %
Effective tax rate                               23 %              20 %


The effective tax rate increased in the current year quarter as compared to the prior year quarter. This increase was primarily driven by additional state income taxes.




?

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Six Months Ended June 30, 2021 compared to Six Months Ended June 30, 2020

(dollars in millions, except where noted)



The following tables present our consolidated results followed by our Adjusted
OIBDA results:

                                             Six Months Ended
                                                 June 30,           Increase
                                             2021          2020    (decrease)
Net revenues
Media                                     $    475.9      $ 456.7          4 %
Live Events                                      9.7         18.5       (48) %
Consumer Products                               43.5         39.2         11 %
Total net revenues (1)                         529.1        514.4          3 %
Operating expenses
Media                                          258.4        243.6          6 %
Live Events                                     12.4         22.6       (45) %
Consumer Products                               27.4         26.6          3 %
Total operating expenses (2)                   298.2        292.8          2 %
Marketing and selling expenses
Media                                           32.1         34.5        (7) %
Live Events                                      0.9          3.7       (76) %
Consumer Products                                1.9          2.0        (5) %
Total marketing and selling expenses (3)        34.9         40.2       (13) %
General and administrative expenses (4)         62.9         50.7         24 %
Depreciation and amortization                   21.7         21.7          - %
Operating income                               111.4        109.0          2 %
Interest expense                                17.0         17.3        (2) %
Other income (expense), net                      0.4        (1.9)        121 %
Income before income taxes                      94.8         89.8          6 %
Provision for income taxes                      21.8         19.8         10 %
Net income                                $     73.0      $  70.0          4 %

(1)Our consolidated net revenues increased by $14.7 million, or 3%, in the current year period as compared to the prior year period. This increase was driven by increased network revenues of $48.0 million, primarily driven by the upfront revenue recognition related to the delivery of certain WWE Network intellectual property rights, coupled with content license fees associated with the delivery of new WWE Network content. Additionally, the current year period includes $15.4 million in incremental revenues primarily associated with the contractual escalations of our key domestic distribution agreements for our flagship programs, RAW and SmackDown, as well as additional revenues of $8.2 million driven by the timing of delivery and performance of our WWE Studios portfolio. These increases were partially offset by the absence of a large-scale international event, coupled with $9.9 million of lower ticket and merchandise sales from our live events due to the cancellation of ticketed events. For further analysis, refer to Management's Discussion and Analysis of our business segments.

(2)Our consolidated operating expenses increased by $5.4 million, or 2%, in the current year period as compared to the prior year period. This increase was driven by $27.3 million of higher content creation and event related costs primarily due to producing our content from WWE ThunderDome and our annual WrestleMania events that were held at Raymond James Stadium in Tampa, Florida with a ticketed audience. During the prior year period, we produced content, including WrestleMania, at our training facility at a lower cost. This increase was mostly offset by the absence of a large-scale international event during 2021. For further analysis, refer to Management's Discussion and Analysis of our business segments.

(3)Our consolidated marketing and selling expenses decreased by $5.3 million, or 13%, in the current year period as compared to the prior year period. This decrease was primarily driven by $3.8 million of lower stock compensation costs, coupled with $1.5 million of lower adverting costs driven by the cancellation of ticketed events. For further analysis, refer to Management's Discussion and Analysis of our business segments.

(4)Our consolidated general and administrative expenses increased by $12.2 million, or 24%, in the current year period as compared to the prior year period. This increase was driven by an increase in staff related costs of $11.2 million, including $8.1 million of severance expenses primarily associated with the combination of WWE's television, digital and studios teams into one organization during the current year period. For further analysis, refer to Management's Discussion and Analysis of our business segments.



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                                                              Six Months Ended
                                                                  June 30,
                                                        2021                    2020
Reconciliation of Operating Income to
Adjusted OIBDA                                              % of Rev                % of Rev
Operating income                                $  111.4       21 %     $  109.0       21 %
Depreciation and amortization                       21.7        4 %         21.7        4 %
Stock-based compensation                            10.8        2 %         20.1        4 %
Other adjustments (1)                                8.1        2 %            -        - %
Adjusted OIBDA                                  $  152.0       29 %     $  150.8       29 %

(1)Other adjustments in the current year period include severance expenses primarily associated with the combination of WWE's television, digital and studios teams into one organization.



                        Six Months Ended
                            June 30,         Increase
                         2021       2020    (decrease)
Adjusted OIBDA
Media                 $    192.8  $  193.1        (0) %
Live Events                (3.2)     (6.8)         53 %
Consumer Products           15.1      11.9         27 %
Corporate                 (52.7)    (47.4)       (11) %

Total Adjusted OIBDA $ 152.0 $ 150.8 1 %

Media



The following tables present the performance results and key drivers for our
Media segment:

                                         Six Months Ended
                                             June 30,           Increase
                                         2021          2020    (decrease)

Net Revenues Network (including pay-per-view) (1) $ 140.9 $ 92.9 52 % Core content rights fees (2)

               281.5        266.1          6 %
Advertising and sponsorship (3)             34.3         30.7         12 %
Other (4)                                   19.2         67.0       (71) %
Total net revenues                    $    475.9      $ 456.7          4 %


(1)Network revenues consist of revenues earned from fees from customers of WWE Network and license fees under international licensed partner agreements, as well as amounts earned from our pay-per-view broadcasts. Effective March 18, 2021, network revenues include the domestic monetization of WWE Network generated from content license fees. Network revenues for the six months ended June 30, 2021 include the upfront revenue recognition related to the delivery of certain WWE Network intellectual property rights.

(2)Core content rights fees consist primarily of licensing revenues earned from the distribution of our flagship programs, RAW and SmackDown, as well as our NXT programming, through global broadcast, pay television and digital platforms.

(3)Advertising and sponsorships revenues within our Media segment consist primarily of advertising revenues generated from the Company's content on third-party social media platforms and sponsorship fees from sponsors who promote their products utilizing the Company's media platforms, including promotion on the Company's digital websites and on-air promotional media spots.

(4)Other revenues within our Media segment reflect revenues earned from the distribution of other WWE content, including, but not limited to, certain live in-ring programming content in international markets, scripted, reality and other programming, as well as theatrical and direct-to-home video releases.



                                                              Six Months Ended
                                                                  June 30,
                                                        2021                    2020
Reconciliation of Operating Income to
Adjusted OIBDA                                              % of Rev                % of Rev
Operating income                                $  177.9       37 %     $  170.9       37 %
Depreciation and amortization                        7.5        2 %          7.7        2 %
Stock-based compensation                             7.4        2 %         14.5        3 %
Other adjustments                                      -        - %            -        - %
Adjusted OIBDA                                  $  192.8       41 %     $  193.1       42 %


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Media net revenues increased by $19.2 million, or 4%, in the current year period as compared to the prior year period. This increase was primarily driven by an increase in Network revenues of $48.0 million, or 52%, primarily driven by the upfront revenue recognition related to the delivery of certain WWE Network intellectual property rights, coupled with content license fees associated with the delivery of new WWE Network content. Additionally, our core content rights fees increased by $15.4 million, or 6%, driven primarily by the contractual escalations of our key domestic distribution agreements for our flagship programs, RAW and SmackDown. These increases were partially offset by a decline in Other revenues within the Media segment of $47.8 million, or 71%. This decline was primarily driven by the absence of a large-scale international event as a result of COVID-19, partially offset by increased revenues of $8.2 million due to the timing of delivery and performance of our WWE Studios portfolio.

Media Adjusted OIBDA as a percentage of revenues was essentially unchanged in the current year period as compared to the prior year period, as the incremental network and core content rights fees revenues, as discussed above, were offset by the absence of a large-scale international event and $31.6 million of additional content creation related costs.

Live Events



The following tables present the performance results and key drivers for our
Live Events segment:

                                                 Six Months Ended
                                                     June 30,         Increase
                                                 2021       2020     (decrease)
Net Revenues
North American ticket sales                    $     6.7  $    15.2       (56) %
International ticket sales                             -        0.2      (100) %
Advertising and sponsorship (1)                      0.3        0.4       (25) %
Other (2)                                            2.7        2.7          - %
Total net revenues                             $     9.7  $    18.5       (48) %

Operating Metrics (3)
Total live event attendance                       40,400    259,000       (84) %
Number of North American events                        2         41       (95) %
Average North American attendance                 20,190      6,320        219 %

Average North American ticket price (dollars) $ 161.35 $ 53.46 202 % Number of international events

                         -          1      (100) %
Average international attendance                       -          -          - %

Average international ticket price (dollars) $ - $ - - %

(1)Advertising and sponsorships revenues within our Live Events segment primarily consists of fees from advertisers and sponsors who promote their products utilizing the Company's live events (i.e., presenting sponsor of fan engagement events and advertising signage at the event).

(2)Other revenues within our Live Events segment primarily consists of the sale of travel packages associated with the Company's global live events and commission earned through secondary ticketing, as well as revenues from events for which the Company receives a fixed fee.

(3)Metrics exclude the events for our domestic and United Kingdom NXT brands. These are our developmental brands that typically conduct their events in smaller venues with lower ticket prices. We did not conduct any ticketed NXT events in the current year period. We conducted 44 events with paid attendance of 40,900 and average ticket prices of $38.35 in the prior year period.



                                                               Six Months Ended
                                                                   June 30,
                                                           2021                2020
Reconciliation of Operating Loss to Adjusted OIBDA           % of Rev            % of Rev
Operating loss                                      $ (3.6)     (37) %  $ (7.7)     (42) %
Depreciation and amortization                             -        - %        -        - %
Stock-based compensation                                0.4        4 %      0.9        5 %
Other adjustments                                         -        - %        -        - %
Adjusted OIBDA                                      $ (3.2)     (33) %  $ (6.8)     (37) %

Live Events net revenues, which include revenues from ticket sales and travel packages, decreased by $8.8 million, or 48%, in the current year period as compared to the prior year period. Revenues from our ticket sales decreased by $8.7 million, or 56%, due to the impact of 39 fewer events during the current year period, primarily due to the cancellation of ticketed events.

Live Events Adjusted OIBDA increased in the current year period as compared to the prior year period. This increase was driven by lower costs associated with the impact of the cancellation of ticketed events.



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Consumer Products



The following tables present the performance results and key drivers for our
Consumer Products segment:

                                                     Six Months Ended
                                                         June 30,            Increase
                                                     2021        2020       (decrease)
Net Revenues
Consumer product licensing                         $    22.3   $    17.4          28 %
eCommerce                                               19.9        18.6           7 %
Venue merchandise                                        1.3         3.2        (59) %
Total net revenues                                 $    43.5   $    39.2          11 %

Operating Metrics Average eCommerce revenue per order (dollars) $ 67.53 $ 55.18 22 % Number of eCommerce orders

                           292,700     335,600        (13) %
Venue merchandise domestic per capita spending
(dollars)                                          $   32.09   $   10.41         208 %


                                                              Six Months Ended
                                                                  June 30,
                                                        2021                    2020
Reconciliation of Operating Income to
Adjusted OIBDA                                              % of Rev                % of Rev
Operating income                                $   14.1       32 %     $   10.5       27 %
Depreciation and amortization                        0.1        0 %            -        - %
Stock-based compensation                             0.9        2 %          1.4        4 %
Other adjustments                                      -        - %            -        - %
Adjusted OIBDA                                  $   15.1       35 %     $   11.9       30 %

Consumer Products net revenues increased by $4.3 million, or 11%, in the current year period as compared to the prior year period. Consumer product licensing revenue increased by $4.9 million, or 28%, primarily due to higher sales of the Company's licensed toys and collectibles. eCommerce revenues increased by $1.3 million, or 7%, primarily due to a 22% increase in average revenue per order, partially offset by a 13% decline in the volume of online merchandise orders, which were driven, in part, by changes in consumer spending habits. These increases were partially offset by venue merchandise revenues declines of $1.9 million, or 59%, primarily driven by the cancellation of ticketed events in the current year period.

Consumer Products Adjusted OIBDA as a percentage of revenues increased in the current year period as compared to the prior year period. This increase was driven by increased revenues, as discussed above.

Corporate

Unallocated corporate general and administrative expenses largely relate to corporate administrative functions, including finance, investor relations, community relations, corporate communications, information technology, legal, human resources and our Board of Directors. The Company does not allocate these general and administrative expenses to its business segments.



                                                                   Six Months Ended
                                                                       June 30,
                                                             2021                   2020
Reconciliation of Operating Loss to Adjusted OIBDA              % of Rev                % of Rev
Operating loss                                       $ (77.0)      (15) %   $ (64.7)      (13) %
Depreciation and amortization                            14.1         3 %       14.0         3 %
Stock-based compensation                                  2.1         0 %        3.3         1 %
Other adjustments (1)                                     8.1         2 %          -         - %
Adjusted OIBDA                                       $ (52.7)      (10) %   $ (47.4)       (9) %

(1)Other adjustments in the current year period include severance expenses primarily associated with the combination of WWE's television, digital and studios teams into one organization. Our policy is to record Company-wide severance expenses as unallocated corporate general and administrative expenses.



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Corporate Adjusted OIBDA decreased by $5.3 million, or 11%, in the current year period as compared to the prior year period. This decrease was primarily driven by $3.6 million of additional staff related costs.

Depreciation and Amortization



                                    Six Months Ended
                                        June 30,            Increase
                                     2021          2020    (decrease)

Depreciation and amortization $ 21.7 $ 21.7 - %

Depreciation and amortization expense remained flat in the current year period as compared to the prior year period.



Interest Expense

                       Six Months Ended
                           June 30,            Increase
                        2021          2020    (decrease)
Interest expense  $     17.0         $ 17.3        (2) %

Interest expense, which relates primarily to interest and amortization associated with our convertible notes, our real estate and equipment finance leases, the revolving credit facility and mortgage, was essentially unchanged in the current year period as compared to the prior year period.

Other Income (Expense), Net



                                 Six Months Ended
                                     June 30,            Increase
                                  2021          2020    (decrease)

Other income (expense), net $ 0.4 $ (1.9) 121 %

Other income (expense), net is comprised of interest income, gains and losses recorded on our equity investments, realized translation gains and losses, and rental income. The increase of $2.3 million in the current year period is driven by the timing of certain impairment charges and prior year net unrealized holding gains related to our equity investments.



Income Taxes

                                              Six Months Ended
                                                  June 30,          Increase
                                               2021        2020    (decrease)

Provision for (benefit from) income taxes $ 21.8 $ 19.8 10 % Effective tax rate

                                23 %       22 %


The effective tax rate of 23% in the current year period approximates the Company's currently projected annual effective tax rate for the year ended December 31, 2021, excluding the impact of any discrete, non-recurring tax items.




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Liquidity and Capital Resources

We had cash and cash equivalents and short-term investments of $442.8 million and $593.4 million as of June 30, 2021 and December 31, 2020, respectively. Our short-term investments consist primarily of U.S. Treasury securities, corporate bonds, municipal bonds, and government agency bonds. Our debt balance totaled $219.7 million and $316.8 million as of June 30, 2021 and December 31, 2020, respectively, and includes the carrying value of $197.8 million and $194.7 million related to our convertible senior notes due 2023 as of June 30, 2021 and December 31, 2020, respectively. Our debt balance as of December 31, 2020 also included $100.0 million of borrowings outstanding under the Revolving Credit Facility (defined below).

The COVID-19 pandemic has negatively impacted the global economy, disrupted business operations and created significant volatility and disruption to financial markets. Significant uncertainty remains as to the potential impact of COVID-19 and its variants on our operations, and on the global economy as a whole. While restrictions are easing in the United States during the summer of 2021, and we have resumed our live event touring schedule on July 16, 2021, the extent and duration of the pandemic could continue to disrupt global markets and may affect our ability to generate cash from operations. Additionally, refer to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, which provides a discussion of risk factors related to COVID-19.

We believe that our existing cash and cash equivalents and short-term investment balances, along with cash generated from operations, will be sufficient to meet our ongoing operating requirements for at least the next twelve months, inclusive of dividend payments, debt service, content production activities, planned capital expenditures and for any discretionary repurchase of shares of our common stock under our approved share repurchase program (see below for further details). The Company also has available capacity of $200.0 million under its Revolving Credit Facility (defined below), which may be used, as needed, for general corporate purposes. In addition, beginning on March 18, 2021, we commenced a multi-year agreement to grant the exclusive domestic streaming and video-on-demand rights to WWE Network content via NBCU's Peacock paid streaming service. We expect this agreement to provide future ongoing liquidity to the Company through the generation of enhanced content license fees.

In February 2019, the Company's Board of Directors authorized a stock repurchase program of up to $500.0 million of our common stock. Repurchases may be made from time to time at management's discretion subject to certain pre-approved parameters and in accordance with all applicable securities and other laws and regulations. The extent to which WWE repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements and other corporate considerations. Repurchases under this program may be funded by one or a combination of existing cash balances and free cash flow. The stock repurchase program does not obligate the Company to repurchase any minimum dollar amount or number of shares, and may be modified, suspended or discontinued at any time. We repurchased 336,177 and 1,833,997 shares of our common stock in the open market for an aggregate cost of $18.8 million and $93.8 million, respectively, during the three and six months ended June 30, 2021.

As it relates to our Convertible Notes (defined below), which pursuant to the terms are currently convertible, we believe that if note holders elected to convert their notes within the next twelve months, the Company has sufficient means to settle the Convertible Notes using any combination of existing cash and cash equivalents and investment balances, borrowings under our Revolving Credit Facility, cash generated from operations or through the issuance of shares.

Debt Summary and Borrowing Capacity

The Company has $215.0 million aggregate principal amount of 3.375% convertible senior notes (the "Convertible Notes") due December 15, 2023. See Note 13, Convertible Debt, and Note 5, Earnings Per Share, in the Notes to Consolidated Financial Statements for further information on the Convertible Notes, including the dilutive nature of the Convertible Notes.

In May 2019, the Company entered into an amended and restated $200.0 million senior unsecured revolving credit facility with a syndicated group of banks, with JPMorgan Chase Bank, N.A. acting as Administrative Agent (the "Revolving Credit Facility"). The Revolving Credit Facility has a maturity date of May 24, 2024. In April 2020, as a precautionary measure to further strengthen liquidity due to the impact of COVID-19, the Company borrowed $200.0 million under its Revolving Credit Facility. In December 2020, the Company repaid $100.0 million of the borrowings, and in January 2021, the Company repaid the remaining $100.0 million. As of June 30, 2021, the Company was in compliance with the provisions of our Revolving Credit Facility, there were no amounts outstanding, and the Company had available capacity under the terms of the facility of $200.0 million.

In September 2016, the Company acquired land and a building located in Stamford, Connecticut adjacent to our production facility. In connection with the acquisition, we assumed future obligations under a loan agreement, in the principal amount of $23.0 million, which loan is secured by a mortgage on the property. Pursuant to the loan agreement, the assets of WWE Real Estate, a subsidiary of the Company, represent collateral for the underlying mortgage, therefore these assets will not be available to satisfy debts and



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obligations due to any other creditors of the Company. As of June 30, 2021 and December 31, 2020, the amounts outstanding of the mortgage were $21.9 million and $22.1 million, respectively.

Cash Flows from Operating Activities

Cash generated from operating activities was $79.4 million in the six months ended June 30, 2021, as compared to $140.7 million for the corresponding period in the prior year. The $61.3 million decrease in the current year period was primarily driven the timing of collections associated with WWE Network revenue.

In the current year period, we spent $9.1 million on content production activities, including WWE's Most Wanted Treasures, A&E: Biography, Total Bellas, and various programs for WWE Network, as compared to $14.7 million in the prior year period. We anticipate spending approximately $5 million to $10 million on content production activities during the remainder of the current year. We received content production incentives of $9.5 million in the current year period, as compared to $0.4 million received in the prior year period. We anticipate receiving approximately $10 million of content production related incentives during the remainder of the year.

Our accounts receivable represents a significant portion of our current assets and relate principally to a limited number of distributors and licensees. At June 30, 2021, our largest receivable balance from customers was 44% of our gross accounts receivable. Changes in the financial condition or operations of our distributors, customers or licensees may result in increased delayed payments or non-payments which would adversely impact our cash flows from operating activities and/or our results of operations. We believe credit risk with respect to accounts receivable is limited due to the generally high credit quality of the Company's major customers.

Cash Flows from Investing Activities

Cash used in investing activities was $2.5 million in the six months ended June 30, 2021, as compared to cash provided of $21.2 million in the prior year period. During the current year period, we received proceeds from the maturities of our short-term investments of $143.0 million and purchased $132.6 million of new investments, as compared to proceeds of $67.7 million and purchases of $31.0 million in the prior year period. Capital expenditures decreased by $3.1 million in the current year period. Due to the uncertainty created from the COVID-19 pandemic, we delayed certain planned capital expenditures, including the construction activity on the Company's new global headquarters space in Stamford, Connecticut. Capital expenditures for the remainder of the current year are estimated to range between $75 million and $95 million, with a large portion of this spend associated with the resumed buildout of the Company's new global headquarters.

Cash Flows from Financing Activities

Cash used in financing activities was $216.4 million for the six months ended June 30, 2021, as compared to cash provided of $172.2 million for the prior year period. The Company repaid $100.0 million from borrowings under the Revolving Credit Facility and paid $93.8 million for stock repurchases under its approved stock repurchase program during the current year period. The Company received proceeds of $200.0 million from borrowings under the Revolving Credit Facility in the prior year period. The Company made dividend payments of $18.3 million and $18.6 million during the six months ended June 30, 2021 and 2020, respectively. Additionally, the Company made employee payroll withholding tax payments of $0.7 million in the current year period as compared to $2.6 million in the prior year period related to the net settlement upon vesting of employee equity awards.

Contractual Obligations

Other than for obligations in the ordinary course of business, there have been no significant changes to our contractual obligations that were previously disclosed in our Report on Form 10-K for the fiscal year ended December 31, 2020.

Application of Critical Accounting Policies

There have been no significant changes to our critical accounting policies that were previously disclosed in our Report on Form 10-K for our fiscal year ended December 31, 2020 or in the methodology used in formulating these significant judgments and estimates that affect the application of these policies.

Recent Accounting Pronouncements

The information set forth under Note 2 to the Consolidated Financial Statements under the caption "Recent Accounting Pronouncements" is incorporated herein by reference.



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Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain statements that are forward-looking and are not based on historical facts. When used in this Form 10-K and our other SEC filings, our press releases and comments made in earnings calls, investor presentations or otherwise to the public, the words "may," "will," "could," "anticipate," "plan," "continue," "project," "intend," "estimate," "believe," "expect" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or the performance by us to be materially different from future results or performance expressed or implied by such forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Form 10-K and our other SEC filings, in press releases, earnings calls and other statements made by our authorized officers: (i) risks relating to the impact of the COVID-19 outbreak on our business, results of operations and financial condition; (ii) risks relating to entering, maintaining and renewing major distribution, licensing and event agreements; (iii) risks relating to a rapidly evolving media landscape; (iv) risks relating to WWE Network; (v) our need to continue to develop creative and entertaining programs and events; (vi) our need to retain or continue to recruit key performers; (vii) the risk of a decline in the popularity of our brand of sports entertainment, including as a result of changes in the social and political climate; (viii) the possible unexpected loss of the services of Vincent K. McMahon; (ix) possible adverse changes in the regulatory atmosphere and related private sector initiatives; (x) the highly competitive, rapidly changing and increasingly fragmented nature of the markets in which we operate and/or our inability to compete effectively, especially against competitors with greater financial resources or marketplace presence; (xi) uncertainties associated with international markets including possible disruptions and reputational risks; (xii) our difficulty or inability to promote and conduct our live events and/or other businesses if we do not comply with applicable regulations; (xiii) our dependence on our intellectual property rights, our need to protect those rights, and the risks of our infringement of others' intellectual property rights; (xiv) risks relating to the complexity of our rights agreements across distribution mechanisms and geographical areas; (xv) the risk of substantial liability in the event of accidents or injuries occurring during our physically demanding events including, without limitation, claims alleging traumatic brain injury; (xvi) exposure to risks relating to large public events as well as travel to and from such events; (xvii) risks inherent in our feature film business; (xviii) a variety of risks as we expand into new or complementary businesses and/or make strategic investments and/or acquisitions; (xix) risks related to our computer systems and online operations; (xx) risks relating to privacy norms and regulations; (xxi) risks relating to a possible decline in general economic conditions and disruption in financial markets; (xxii) risks relating to our accounts receivable; (xxiii) risks relating to our indebtedness including our convertible notes; (xxiv) potential substantial liabilities if litigation is resolved unfavorably; (xxv) our potential failure to meet market expectations for our financial performance; (xxvi) through his beneficial ownership of a substantial majority of our Class B common stock, our controlling stockholder, Vincent K. McMahon, exercises control over our affairs, and his interests may conflict with the holders of our Class A common stock; (xxvii) a substantial number of shares are eligible for sale by Mr. McMahon and members of his family or trusts established for their benefit, and the sale, or the perception of possible sales, of those shares could lower our stock price; and (xxviii) risks related to the volatility of our Class A common stock. In addition, our dividend is dependent on a number of factors, including, among other things, our liquidity and historical and projected cash flow, strategic plan (including alternative uses of capital), our financial results and condition, contractual and legal restrictions on the payment of dividends (including under our revolving credit facility), general economic and competitive conditions and such other factors as our Board of Directors may consider relevant. Forward-looking statements made by the Company speak only as of the date made, are subject to change without any obligation on the part of the Company to update or revise them, and undue reliance should not be placed on these statements. For more information about risks and uncertainties associated with the Company's business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of this Form 10-Q and our other SEC filings, including, but not limited to, our annual report on Form 10-K.

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