Endeavor Group Holdings, Inc.

Beverly Hills, California · Corporate offices · Representation; Corporate

New York, New York · Corporate offices · Events, Experiences & Rights; Representation; Owned Sports Properties; Corporate

Las Vegas, Nevada · Corporate offices and studios · Owned Sports Properties; Events, Experiences & Rights

Nashville, Tennessee · Corporate offices · Representation

London, England · Corporate offices and studios · Events, Experiences & Rights; Representation; Owned Sports Properties; Corporate

Stamford, Connecticut · Corporate offices and studios · Owned Sports Properties

In addition, we lease several other offices that are not material to our operations. See Note 20, "Leases," to our audited consolidated financial statements included elsewhere in this Annual Report for further detail on our lease commitments.

• Endeavor Operating Company, LLC Delaware⁴
• Endeavor Parent, LLC Delaware⁴
• Endeavor Podcast, LLC Delaware⁴
• Endeavor Streaming, LLC Delaware⁴
• Endeavor U, LLC Delaware⁴
• Endeavor X, LLC Delaware⁴
• European Film Productions SAS France⁴
• Event Services, LLC Delaware⁴
• FC Diez Media Argentina S.R.L. Argentina⁴
• FC Diez Media Brazil Consultoria Em Marketing Eirelie Brazil⁴
• FC Diez Media Paraguay S.R.L. Paraguay⁴
• Formula Drift Holdings, LLC Delaware⁴
• Forza, LLC Nevada⁴
• Frieze Events Inc. Delaware⁴
• Frieze Events Limited United Kingdom⁴
• Frieze Publishing GMBH Germany⁴
• Frieze Publishing Ltd United Kingdom⁴
• Frieze US Holdings, LLC Delaware⁴
• Fusion Performance Marketing, LLC Missouri⁴
• Harry Walker Agency Delaware⁴
• Havoc Live, LLC Missouri⁴
• IMG Advisory Private Limited India⁴
• IMG Arena Poland Sp. Z.o.o Poland⁴
• IMG Arena Sweden AB Sweden⁴
• IMG Arena UK Ltd United Kingdom⁴
• IMG Asylum Holdings, LLC Delaware⁴
• IMG Auction Company, LLC Delaware⁴
• IMG Data Limited United Kingdom⁴
• IMG Gaming Data ApS Denmark⁴
• IMG IOT, LLC Delaware⁴
• IMG Italy S.r.l. Italy⁴
• IMG Magyarorszag Kft. Hungary⁴
• IMG Media Limited United Kingdom⁴
• IMG Media Netherlands B.V Netherlands⁴
• IMG Models LA, LLC Delaware⁴
• IMG Models, LLC New York⁴
• IMG Overseas (Malaysia) Sdn. Bhd. Malaysia⁴
• IMG Productions, LLC New York⁴
• IMG Services (Thailand) Limited Thailand⁴
• IMG Singapore Pte. Ltd. Singapore⁴
• IMG Sports Development (Shanghai) Limited China⁴
• IMG Sports Development (Shanghai) Ltd. - Beijing Branch China⁴
• IMG Sweden AB Sweden⁴
• IMG Talent Agency, LLC New York⁴
• IMG US, LLC Delaware⁴
• IMG Worldwide Holdings, LLC Delaware⁴
• IMG Worldwide, LLC Delaware⁴
• IMG-Canada, Limited Canada⁴
• Interactive Netcasting Systems ULC Canada⁴
• International Management Group (Overseas) Norsk Adveling Av Utenlandsk Foretak Norway⁴
• International Management Group (Overseas), LLC - Abu Dhabi United Arab Emirates⁴
• International Management Group (Overseas), LLC - Buenos Aires Argentina⁴
• International Management Group (Overseas), LLC - Dubai United Arab Emirates⁴
• International Management Group (Overseas), LLC - Hong Kong China⁴
• International Management Group (Overseas), LLC - Taiwan Taiwan⁴
• International Management Group (Overseas), LLC - Tokyo Branch Japan⁴
• International Management Group (Overseas), LLC, Korea Branch South Korea⁴
• International Management Group (Overseas), LLC, Sucursal en Espana Spain⁴
• International Management Group (South Africa) (Pty.) Limited South Africa⁴
• International Management Group (U.K.) Limited United Kingdom⁴
• International Management Group (U.K.) Limited - Sucursal em Portugal Portugal⁴
• International Management Group GmbH Germany⁴
• International Management Group S.A.S. France⁴
• International Management Group Saudi Arabia Ltd Saudi Arabia⁴
• International Management Group of America Pty. Limited Australia⁴
• International Merchandising Company, LLC Ohio⁴
• International Merchandising Company, LLC – India Branch India⁴
• International Players Championship, LLC Delaware⁴
• King Poker LLC California⁴
• Latinbandproject LLC California⁴
• Leap Limited Malta⁴
• Leap Tech Ltd. Ukraine⁴
• Madrid Trophy Promotion, S.L. Spain⁴
• Mailman PTE. Ltd Singapore⁴
• MainConcept GmbH Germany⁴
• MainConcept Japan GK Japan⁴
• Montagu Events Limited United Kingdom⁴
• NYX Digital Gaming (USA), LLC Nevada⁴
• NeuLion China Co., Ltd. China⁴
• NeuLion USA, LLC Delaware⁴
• NeuLion, LLC Delaware⁴
• New IMG, Inc. Delaware⁴
• North America Sports Media Holdings, LLC Delaware⁴
• On Location Events, LLC Delaware⁴
• On Location S.R.L. Italy⁴
• On Location SAS France⁴
• One Sixty Over Ninety (Overseas), LLC Delaware⁴
• One Sixty Over Ninety, LLC Delaware⁴
• OpenBet (Gibraltar) Limited Gibraltar⁴
• OpenBet Asia Pacific Pty Ltd Australia⁴
• OpenBet Hellas S.A. Greece⁴
• OpenBet India Private Limited India⁴
• OpenBet Limited United Kingdom⁴
• OpenBet New Zealand Limited New Zealand⁴
• OpenBet North America Corporation Canada⁴
• OpenBet Retail Limited United Kingdom⁴
• OpenBet Singapore Pte Limited Singapore⁴
• OpenBet Technologies Limited United Kingdom⁴
• PBR Australia, Pty. Ltd. Australia⁴
• PWR Events Limited United Kingdom⁴
• PrimeSport, LLC Georgia⁴
• Professional Bull Riders, LLC Delaware⁴
• RED Interactive Agency, LLC Delaware⁴
• Seven League Limited United Kingdom⁴
• Shanghai Mailman Business Consulting Co., Ltd China⁴
• Shanghai Mailman Business Consulting Co., Ltd. - Xuhai Branch China⁴
• Softco Ltd. Israel⁴
• Sportcast Limited United Kingdom⁴
• Sportcast Pty Ltd Australia⁴
• Sports News Television (LP) United Kingdom⁴
• TKO Group Holdings, Inc. Delaware⁴
• TKO Operating Company, LLC Delaware⁴
• TKO Worldwide, LLC Delaware⁴
• TSI Realty, LLC Delaware⁴
• Taste Festivals Limited United Kingdom⁴
• Texas Crew Productions A, LLC Delaware⁴
• The Armory Show, Inc. New York⁴
• The Collector Car Network, LLC Arizona⁴
• The Content Collective, LLC Delaware⁴
• The Content Group LLC Delaware⁴
• The Wall Group L.A., LLC California⁴
• The Wall Group, LLC Delaware⁴
• Trans World International, LLC Delaware⁴
• UFC Holdings, LLC Delaware⁴
• Ultimate Fighting Productions International, LLC Nevada⁴
• Ultimate Fighting Productions, LLC Nevada⁴
• WEC Holdings, LLC Delaware⁴
• WME Asia Pacific Pty Ltd Australia⁴
• WME IMG Holdings, LLC Delaware⁴
• WME IMG, LLC Delaware⁴
• WME Sports LLC Delaware⁴
• WME | IMG CHINA Culture Development Co., Ltd China⁴
• WME | IMG CHINA Culture Development Co., Ltd - Beijing Branch China⁴
• WWE Jet Services, LLC Delaware⁴
• WWE Properties International, LLC Delaware⁴
• WWE Studios LLC Delaware⁴
• Wildcat Holdco Parent, LLC Delaware⁴
• William Morris Endeavor Entertainment (U.K.) Limited United Kingdom⁴
• William Morris Endeavor Entertainment, LLC Delaware⁴
• World Wrestling Entertainment, LLC Delaware⁴
• Zuffa Australia, LLC Nevada⁴
• Zuffa Brazil, LLC Nevada⁴
• Zuffa Canada Productions, ULC Canada⁴
• Zuffa Canada, LLC Nevada⁴
• Zuffa Deportes Mexico, S. de R.L. de C.V. Mexico⁴
• Zuffa EA LTD United Arab Emirates⁴
• Zuffa Eventos Esportivos Brasil Ltda. Brazil⁴
• Zuffa Guarantor, LLC Delaware⁴
• Zuffa Interactive Investor, LLC Nevada⁴
• Zuffa International, LLC Nevada⁴
• Zuffa Ireland, LLC Nevada⁴
• Zuffa Marketing, LLC Nevada⁴
• Zuffa Music, LLC Nevada⁴
• Zuffa Singapore Pte. Ltd Singapore⁴
• Zuffa Sports & Culture Development (Beijing), Ltd. China⁴
• Zuffa Sports & Culture Development (Shanghai) Co., LTD China⁴
• Zuffa UK, Ltd United Kingdom⁴
• Zuffa Zen, LLC Nevada⁴
• Zuffa, LLC Nevada⁴
• neccton GmbH Austria⁴
• neccton Holding ONE GmbH Austria⁴
• neccton Holding TWO GmbH Austria⁴

• Our failure to identify, sign, and retain clients could adversely affect our business.
• Our business involves potential internal conflicts of interest due to the breadth and scale of our platform.
• The markets in which we operate are highly competitive, both within the United States and internationally.
• We depend on the continued service of the members of our executive management and other key employees, as well as management of acquired businesses, the loss or diminished performance of whom could adversely affect our business.
• We depend on key relationships with television and cable networks, satellite providers, digital streaming partners and other distribution partners, as well as corporate sponsors. Our failure to maintain, renew or replace key agreements could adversely affect our ability to distribute our media content, WWE Network and/or other of our goods and services, which could adversely affect our operating results.
• Owning and managing certain events for which we sell media and sponsorship rights, ticketing and hospitality exposes us to greater financial risk. If the live events that we own and manage are not financially successful, our business could be adversely affected.
• We may never realize the anticipated benefits from our acquisitions, dispositions and other strategic transactions and, if we are unable to manage our operations at our current size and scale, our business could be adversely affected.
• We, including our subsidiaries, may be unsuccessful in our strategic acquisitions, investments and commercial agreements, and we may pursue acquisitions, investments or commercial agreements for their strategic value in spite of the risk of lack of profitability.
• Our compliance with regulations may limit our operations and future acquisitions.
• We share control in joint venture projects, other investments, and strategic alliances, which limits our ability to manage third-party risks associated with these projects.
• Our key personnel and talent may be adversely impacted by immigration restrictions and related factors.
• Failure to protect our IT Systems and Confidential Information against breakdowns, security breaches, and other cybersecurity risks could result in financial penalties, legal liability, and/or reputational harm, which would adversely affect our business, results of operations, and financial condition.
• Unauthorized disclosure of sensitive or confidential client or customer information could harm our business and standing with our clients and customers.
• Failure to comply with evolving federal, state, and foreign laws relating to the handling of personal information could result in financial and other regulatory penalties, legal liability, and/or reputational harm, which would adversely affect our business, results of operations, and financial condition.
• We may be unable to protect our trademarks and other intellectual property rights, and others may allege that we infringe upon their intellectual property rights.
• As a result of our operations in international markets, we are subject to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to such markets.
• If our goodwill or intangible assets become impaired, we may be required to record an additional significant charge to earnings.
• Participants and spectators in connection with our live entertainment and sports events are subject to potential injuries and accidents, which could subject us to personal injury or other claims and increase our expenses, as well as reduce attendance at our live entertainment and sports events, causing a decrease in our revenue.
• We are subject to extensive U.S. and foreign governmental regulations, and our failure to comply with these regulations could adversely affect our business.
• Increasing scrutiny of, and evolving expectations for, sustainability and environmental, social, and governance initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.
• Catastrophic events, severe weather conditions and natural disasters could adversely affect our operations, sales or financial results.
• We cannot be certain that additional financing will be available on reasonable terms when required, or at all.
• Our business and operating results may be affected by the outcome of pending and future litigation, investigations, claims and other disputes.
• Risks Relating to Legal, Political or Other Regulatory Factors Impacting our Sports Betting Businesses
• Our businesses in the sports betting industry are subject to strict government regulations that may limit our existing operations, have an adverse impact on our ability to grow, affect our license eligibility, result in us amending our constituent documents, including our certificate of incorporation and bylaws, to allow for the restriction of stock ownership by certain persons or entities, including providing for the non-consensual redemption of shares under certain circumstances, and expose us to fines or other penalties.
• Regulators and investors may perceive sports betting suppliers and operators similarly and consider their respective regulatory risk to be similar.
• The growth of our sports betting businesses will depend on the expansion of online betting and gaming into new jurisdictions and our ability to obtain required licenses.
• Legislative interpretation and enforcement of certain gaming regulations could adversely affect financial performance and reputation.
• Risks Related to the Combination of WWE and UFC into TKO
• Bringing the WWE and UFC businesses under TKO may be more difficult, time-consuming or costly than expected, and the actual benefits of doing so may be less than expected, either or both of which may adversely affect our future results.
• Some of TKO’s executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Endeavor. Also, certain of TKO’s current executive officers are our directors and officers, which may create conflicts of interest or the appearance of conflicts of interest.
• TKO OpCo has agreed to indemnify TKO for certain tax liabilities attributable to taxable periods (or portions thereof) ending on or prior to the completion of the combination of UFC and WWE, and this indemnification could adversely affect the liquidity and financial condition of TKO OpCo.
• Risks Related to Our Organization and Structure
• We are a holding company and our principal asset is our indirect equity interests in Endeavor Operating Company and, accordingly, we are dependent upon distributions from Endeavor Operating Company to pay taxes and other expenses.
• The amendments to the Endeavor Operating Company LLC Agreement that allow us to limit tax distributions that would otherwise be made could result in conflicts of interest.
• We are controlled by Messrs. Emanuel and Whitesell, Executive Holdcos, and the Silver Lake Equityholders, whose interests in our business may be different than our holders of Class A common stock, and our board of directors has delegated significant authority to an Executive Committee and to Messrs. Emanuel and Whitesell.
• We cannot predict the impact our capital structure and the concentrated control by Messrs. Emanuel and Whitesell, Executive Holdcos, and the Silver Lake Equityholders may have on our stock price or our business.
• We will require a significant amount of cash to service our indebtedness. Our ability to generate cash for, make payments on or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control and could impact our ability to continue as a going concern.
• Restrictive covenants in the Senior Credit Facilities may restrict our ability to pursue our business strategies.
• We are exempt from certain corporate governance requirements since we are a "controlled company" within the meaning of NYSE rules, and as a result our stockholders do not have the protections afforded by these corporate governance requirements.
• We are required to pay certain of our pre-IPO investors, including certain Other UFC Holders, for certain tax benefits we may claim (or are deemed to realize) in the future, and the amounts we may pay could be significant.
• Risks Related to Our Class A Common Stock
• The Merger Agreement requires us to pay quarterly cash dividends.
• The price of our Class A common stock may be volatile, and holders of our Class A common stock may be unable to resell their Class A common stock at or above their purchase price or at all.
• If we are unable to effectively implement or maintain a system of internal control over financial reporting, we may not be able to accurately or timely report our financial results and our stock price could be adversely affected.
• Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third party.
• In the event of a merger, consolidation or tender or exchange offer, holders of our Class A common stock shall not be entitled to receive excess economic consideration for their shares over that payable to the holders of the Class C common stock.
• The provision of our certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits and the federal district courts of the United States for the resolution of any complaint asserting a cause of action under the Securities Act may have the effect of discouraging lawsuits against our directors and officers.
• For so long as we remain a public company, our costs may increase, and the regular operations of our business may be disrupted.
• Risks Related to Tax Matters
• Tax matters may cause significant variability in our financial results.
• We may be required to pay additional taxes as a result of the partnership audit rules.
• The tax classification of Endeavor Operating Company could be challenged.
• We may be required to fund withholding tax upon certain exchanges of Endeavor Operating Company Units into shares of our common stock by non-U.S. holders.
• We may incur certain tax liabilities attributable to our pre-IPO investors and Other UFC Holders as a result of the transactions that occurred in connection with our IPO.
• Our ability to use certain net operating loss carryforwards and certain other tax attributes may be limited.
• A 1% U.S. federal excise tax could be imposed on us in connection with redemptions.
• Holders of Class A common stock could incur tax liabilities in connection with the Merger.
• General Risk Factors
• We may face labor shortages that could adversely affect our business.
• Exchange rates may cause fluctuations in our results of operations.
• Costs associated with, and our ability to, obtain insurance could adversely affect our business.
• If securities or industry analysts publish inaccurate or unfavorable research about us or our business, including TKO, the price of our Class A common stock and trading volume could decline.
• Future changes to U.S. and foreign tax laws could adversely affect us.