Good afternoon, and welcome to Endeavor's third quarter 2021 earnings call. A short while ago we issued a press release, which you can view on our Investor Relations site, investor.endeavorco.com.

A recording of this call will be also available via that site for at least 30 days. Today you will hear from Endeavor’s CEO, Ari Emanuel; and CFO, Jason Lublin before we open for questions.

The purpose of the call is to provide you with information regarding our third quarter 2021 performance in addition to our financial outlook for the balance of the year. I do want to remind everyone that the information discussed will include forward-looking statements and/or projections that involve risks, uncertainties and assumptions as described in the risk factors section of our filings with the Securities and Exchange Commission, including our 10-Qs.

If these risks or uncertainties ever materialize or any assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements and projections. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update them publicly in light of new information or future events, except as legally required.

Our commentary today will also include non-GAAP financial measures, which we believe provide an additional tool for investors to use in evaluating ongoing operating results and trends. These measures should not be considered in isolation from or as a substitute for financial information prepared in accordance with GAAP.

Reconciliations between GAAP and non-GAAP metrics for our reported results can be found in our press release issued today, as well as on our IR site. With that, I'll hand it over to Ari.

Thanks, James. Continuing our positive momentum from last quarter, we once again surpassed our quarterly revenue and adjusted EBITDA targets.

Given the outperformance and our positive outlook for the balance of the year, we have also raised our full year outlook, which Jason will discuss in more detail shortly. Before he does, I want to discuss three important things; UFC record performance year-to-date, the continuation of pent-up demand for entertainment and the attractive prospects of sports betting.

UFC posted its best nine-month year-to-date period in the 28-year history in terms of revenue and adjusted EBITDA, and this despite lower event output in the third quarter versus third quarter 2020. During the third quarter, UFC sold out all three Pay-Per-View events and UFC 264 became the third highest grossing event in UFC history.

Gate revenues at all events was enhanced by our own VIP experience offering from our location that puts fans in the center of the action. Meanwhile, commercial Pay-Per-View saw the highest worldwide grossing revenue quarter since the pandemic began, driven in large part by the many U.S.

restaurants and bars starting to open in full capacity. We also saw strong performances across our consumer products and licensing and sponsorship categories.

UFC’s sponsorship revenue is up 59% compared to third quarter 2019, the last [ph] non-COVID impacted here. We're seeing similar sponsorship increases across the balance of our owned and operated sports and events portfolio.

In terms of international media rights, we've closed nine new deals throughout Asia Pacific during the period. If you combine these nine with the prior five international rights deals we discussed last quarter, the aggregate average annual value is of more than 80% over the prior deals.

Beyond UFC, our businesses continue to benefit from the pent-up demand for entertainment created by the pandemic. While reopening rates continue to vary geographically, we are seeing increased activity across all lines of our business.

Linear and digital platforms are in a race for more content, creating an uptick in television and film productions. Meanwhile, our talent representation business, excluding music and theater, is up double digits this quarter versus third quarter 2019.

And we have room for more optimism as Broadway recently reopened and music artists commencing multi-year tours in large venues. On the sports side, fans are filling stadiums and sponsors are eager to spend dollars to reach those fans and make up for lost time.

If you look at Super Bowl 56, ticket sales from our location, they are pacing meaningfully ahead of 2019 sales for Super Bowl 54. The average ticket price is up over 50% on a like-for-like basis.

Now turning to sports betting, a fast growing complement to sports media rights and live events. The combination of the pandemic's role as a catalyst for online sports betting, the increased betting legalization among U.S.

states and the opening of new territories globally has laid the foundation for further growth of our IMG Arena and soon to include OpenBet sports betting business. As it currently stands, IMG Arena is part of our events, experiences and rights segment, upon closing of our OpenBet acquisition, which we announced at the end of the third quarter, and which is expected to close in the first half of '22.

IMG Arena and OpenBet will combine to form a fourth operating segment. This will create greater transparency and enable us to better focus on this growing business.

IMG Arena is already a major global player in the sports betting market, serving more than 470 sportsbook brands by supplying data and video feeds from rights holders including PGA Tour, UFC, ATP and MLS. Layering in OpenBet's betting engine, which processed nearly 3 billion bets in 2020, and its modular suite of content offerings with IMG Arena's feeds and virtual products will create a unique end-to-end solution for sports books and rights holders.

It’s a fully integrated tech solution combined with a fan-first approach to content, a completely turnkey solution that we can take to existing rights holders within our broader media business are also making us more attractive to prospective clients. We expect this integrated offering will help rights holders drive increased fan engagement and new modernization opportunities in turn increasing the sports betting handle.

As I mentioned, while we don't anticipate the acquisition to close until sometime in the first half of 2022, we've already received a high level of interest from sports books and rights holders around the combined entity. And we are extremely encouraged by the growth opportunity ahead.

And with that, I'll turn it over to Jason.

Thanks, Ari, and good afternoon, everyone. Before we get to our revised guidance, I'll start by walking you through our financial results for the quarter and providing you some additional color around what we're seeing in each of our segments.

Any comparisons I give will be in reference to last year, which was impacted by COVID. For the quarter ended September 30, 2021, we generated approximately 1.4 billion in consolidated revenue, up 526.8 million or 60.9% over the prior year period.

Adjusted EBITDA for the quarter was approximately 283.3 million, up 105 million or 58.9%. Our own sports property segment generated revenue of 288.5 million in the quarter.

The segment is down 10.6 million in revenue in comparison to the prior year quarter. This is attributable in part to a 25 million contract termination fee recognized in the third quarter of 2020 that did not recur in 2021.

It is also due to more events being held in Q3 2020 as a result of events shifting from Q2 due to COVID-19. The revenue decline was partially offset by UFC's continued strong growth across live events, residential and commercial Pay-Per-View, consumer products, licensing, and sponsorship, as well as additional PBR events held in the quarter.

The segment’s adjusted EBITDA was 134.7 million. UFC posted its best nine-month year-to-date period in history in terms of revenue and adjusted EBITDA.

Outside of its strong live event and Pay-Per-View performance, we signed several new licensing and sponsorship deals. These included a partnership with Icon Meals, a healthy ready-made meals company and multi-year sponsorships with Battle Motors and ZipRecruiter.

Internationally, as Ari mentioned, we also secured nine new media rights deals in Asia Pacific, significantly increasing our distribution throughout the region. Meanwhile, live events on ESPN and ESPN+ continues to perform well with viewership across platforms.

The Return of The Ultimate Fighter also approved the tremendous success. Viewership on ESPN+ indicates the season performed better than the last three seasons that aired on FOX Sports 1.

On the fan engagement front, where UFC continues to have one of the most engaged follower bases among all major U.S. sports, social followers grew over 40% and YouTube subscribers grew over 30% year-over-year.

Lastly in this segment, PBR also continued its positive momentum, taking us right past streaming service to Pluto TV, bringing its linear and streaming content all under the ViacomCBS umbrella. The company also signed several new national partnerships and licensing deals in the quarter and launched its first NFTs last month.

Now turning to events, experiences and rights. This segment recorded revenue of 446.3 3 million, an increase of 62.1 million or 16.2% year-over-year.

The increase was primarily driven by greater events and production revenue attributable to the return of live events in 2021, as well as the addition of the recently acquired NCSA. This was partially offset by a decrease in media rights revenues, 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.

Adjusted EBITDA improved 94.6 million to 85 million compared to the third quarter of 2020. This was primarily driven by the growth in revenue and a decrease in direct operating costs.

To give you a little color on the activity we're seeing in this segment, there were several major sporting events during the quarter in which the Endeavor flywheel was on full display. The first was Wimbledon, a relationship that dates back over 50 years.

IMG produced the events official TV and radio channels, showed the tournament in flight on its Sport 24 channel, secured 80% of its official partnerships, and brokered a deal to launch a commemorative NFT. At The Open Golf Championship, IMG served as a host broadcaster and the official commercial representative for the event, showed the event on Sport 24 and ran hospitality.

Meanwhile, our experiential marketing agency 160over90 created the tournament’s Spectator Village. And lastly, at September's Ryder Cup, our location handled all consumer travel and ticket exchange program for the event, while 160over90 operated consumer experiences and hospitality programs across the event footprint.

IMG Arena packaged and delivered all official event data for sportsbook operators via its Golf Event Center and Sport 24 carried the event in flight. Meanwhile, dozens of clients competed across all three events including Novak Djokovic, who played the men's single title at Wimbledon, while Patrick Cantlay and Jordan Spieth helped power the U.S.

to win at the Ryder Cup. Across the rest of our event portfolio, we held one of the largest New York Fashion Week ever and several of our European festivals hit milestones.

The [indiscernible] celebrated its 10th anniversary with 50,000 attendees. The Hampton Court Palace Music Festival welcomed 30,000 visitors on its 25th anniversary.

And Taste of Paris saw record 32,000 guests attend the biggest food festival in France. And lastly, Frieze London returned with its first in-person event since 2019.

Moving on to our representation segment, revenue was 664.7 million, an increase of 481.1 million over the prior year period. We saw most productions and touring events come to a halt due to COVID.

Growth in this segment was primarily attributed to a significant increase in Endeavor Content project deliveries, agency client commissions and marketing and experiential activations. Endeavor Content deliveries included See Season Two to Apple TV, Nine Perfect Strangers to Hulu in the U.S.

and Amazon internationally. The final four episodes each of Truth Be Told to Apple TV and The Wall Season Four to NBC, as well as docuseries McCartney 3,2,1 to Hulu.

Last quarter, we referenced that Endeavor Content revenues were impacted by a shift in content deliveries into Q3, which subsequently had a positive impact on this quarter. Adjusted EBITDA for the quarter was 141.8 million, an increase of 100.1 million, primarily driven by the growth in revenue.

As mentioned last quarter, we continue to pace ahead on WME bookings for the second half of the year. As concerts resumed in the quarter, WME have five of the six top tours and seven headliners at the Lollapalooza and Bonnaroo festivals.

On the film front, the agency was behind summer blockbusters such as Cruella, Jungle Cruise, A Quiet Place II and Shang-Chi, the latter of which became the top grossing film of the pandemic era in North America. On the sports side, more than 50 clients competed in the Tokyo Olympics and nearly 20 broadcast clients covered it, while the men's, women's and juniors US Open singles titles were all won by clients.

We also continued signing stars like Dallas Mavericks' Luka Dončić while pushing further into NIL representation, signing a number of collegiate basketball players. On the brand side, IMG Licensing was named best licensing agency for its work with Goodyear and also launched a number of new product lines on behalf of talent and brands, including Shinola, Dolly Parton, Fortnite, Bugatti, Jeep and Aston Martin.

Meanwhile, 160over90 continued gaining steam with its brand clients looking to activate at major sporting events with increased fan capacities. At the summer's Olympic Games, the agency worked with several official partners, including managing the athlete relationships for Team Visa and Team Coca-Cola.

Finally, in this segment, we shared last quarter that we had initiated the sales process for a portion of Endeavor Content. As a reminder, our plan is to divest the required portion of the WGA restricted business and retain the non-restricted businesses.

We continue to have positive conversations and are very bullish. We've narrowed down to a shortlist of potential buyers and we'll let you know when we have more to share on that front.

The updated guidance I'll share shortly assumes Endeavor Content is status quo for the balance of the year. Now before I discuss guidance, I do want to briefly touch on our capital structure.

In Q2, we paid down a portion of debt under WME, IMG and UFC credit facilities. And in October, we raised 600 million of debt under our UFC facility.

We remain focused on strengthening our balance sheet and are on track to achieve or sub 4x leverage target. Now on to our updated guidance for the full year 2021.

As we’ve said before and will continue to say, we believe looking at our business on an annual basis is the best way to view it given the quarterly fluctuations related to timing of events, timing of business transactions on behalf of our clients, and timing of content deliveries. As Ari mentioned earlier, we've been pleased with the pace of reopening, which has led to an uptick in productions and increase in attendance at events.

We, of course, continue to monitor vaccination rates and variants globally and plan for any potential impact. As it currently stands, we remain generally positive on our outlook for the remainder of the year and into next.

We are, therefore, once again raising our revenue guidance from a prior range of between 4.8 billion and 4.85 billion to now between 4.89 billion and 4.95 billion. And on adjusted EBITDA, we have raised the range from 765 million to 775 million to between 835 million and 845 million.

As a midpoint, this implies an over 17% margin, also in excess of our previous expectations. With that, I'll turn it back over to James.

Great. Chris, can we take the first question please?

Hi. Good afternoon, everybody.

I have two questions. Maybe, Ari, on sports betting.

One question I've gotten from investors since you announced the OpenBet acquisition is why do these businesses make sense at Endeavor? What is it that you guys bring to the sports betting business from a platform point-of-view that can make these assets more valuable at Endeavor than they would be elsewhere in the ecosystem, particularly under sort of pure play sports betting companies?

So if you could talk about what you've done with Arena and what you think you can do when you bring OpenBet in? And then, second, if Mark's on the call, I think he is, just on the UFC.

There's obviously a number of years left before the ESPN deal is up. But I'm wondering what you guys have done and will continue to do to try to enhance the value of those rights with your partner, including adding new content or expanding the rights and distribution, making the business bigger, whatever you guys think is possible that you've worked on to help us understand what you can do to make sure that that business is as valuable as possible to your partner when the deal does come up down the line?

Thank you.

So, first of all, I'll answer the second part first, as Bob Chapek mentioned on his call, the driver for ESPN+ was actually the UFC. And I can go into a lot of drivers that we think are going to add value to the UFC on a go-forward basis.

But he and himself kind of mentioned the value of the UFC to drive subs, which I think is an indication of the value proposition. In addition to that, they have added Fight Pass.

We have now The Contender Series. We have local Contender Series.

So I think it's a -- the programming length and depth that we have at ESPN is pretty significant. Meaning that I think we're kind of pretty valuable to them and the growth of that platform for ESPN.

If you want, later on I can go into growth drivers for the UFC. And as it relates to sports betting, we have a completely different approach to sports betting.

You know our footprint as it relates to our representation of sports rights on a global basis. We represent 150 and 160 territories, different from our competitors who are just in the sports betting business.

And right now in the marketplace, sports betting is a complete complement to the sports viewing experience and a complement that is required. And if you see it on ESPN or any of the other platforms, actually crucial to that.

And with our understanding of where sports are going, meaning the rights for sports are going, when you add this plus our other elements that we bring to the table which differentiates ourselves, meaning the production business and the distribution business plus the sports betting, it's a unique offering that nobody else can bring to the table, which enables us to get a view. When you go to a league and you offer all those segments, you have a unique opportunity for them internationally.

And when you combine Arena with OpenBet, I think our number was revenue synergies of a significant amount. I won't go into the specific number, but it's a large number.

And we own the data and the feed on Arena. They own all the content, the player wallets, integrity, et cetera.

It's a one-of-a-kind offering that nobody else has in the marketplace. So I think that's why between what we have at IMG arena and I think we're in a unique situation.

Thanks, Ari. That's helpful.

Operator, next question please.

Thank you very much. Just two questions, if I may.

First, on live events, can you discuss I guess what's embedded in your Q4 forecast? And then how we should think about 2022?

And at this point, what percentage of your portfolio do you think can operate without any restrictions? And then on Endeavor Content, I guess if you can discuss the long-term outlook you see with the unscripted piece of Endeavor Content in keeping?

And with the sale of the scripted side, eventually I guess what kind of role you'll have as a 20% partner? Thank you.

Yes, I'll take the first part of that question. Then I'll hand it over to Ari for the second question.

As far as events go, we feel very good about our events. Our portfolio coming back, as Ari mentioned, and as I mentioned in our prepared remarks, we’ve seen some great events and great ticket sales in Q3.

We've seen Super Bowl tickets on a like-for-like basis be up over 50% year-over-year. A good Q3 with events like [indiscernible] and Taste of Paris as well.

Already UFC Pay-Per-View events year-to-date have been sellout, so really strong performance on our events across the board. As far as Q4, some of our larger events in Q4 we have Winter Wonderland which is launching next week in Hyde Park, Miss Universe as well as Frieze London.

So those are some of our bigger events that are taking place in Q4. On the cancellation or timing side, we're still seeing on some areas geographically, particularly in China, where our WGC-HSBC has been cancelled as well as the Buick LPGA.

So I'm stoked for some geographies around the world, we're seeing some impacting tour events. But overall, we also see music coming back and Broadway reopening.

So going into '22, we feel very good about the momentum behind our event business and returning to pretty much as close to a full event calendar as we've had it some time, given that certain geographies around the world, we still have some limitations.

And then as it relates to EC, we will sell the restricted portion of the scripted side, movies and television. On the non-scripted side, we have a very active business now.

NEC [ph] will continue to have a very active business. We won't model it out right now.

But we are very successful in that advisory business, non-scripted documentary space and will continue to be. And we see the demand from the streamers, the linear players only increasing the mix.

So that's going to be a very good business for us, and it continues to be a good business for us.

Thank you.

Great. Thank you.

One for Ari or Mark On Location. Last quarter, you signed a pretty sizable deal with the Olympics.

Could you talk about what other opportunities, especially ones of a similar size that you think On Location could go after the next year or so to continue to grow that hospitality platform? And then one for Jason.

You mentioned Endeavor is in the process of selling Endeavor Content, like we just spoke about, as well as breaking out the sports betting business into a separate segment. Could you speak to what investors could expect to see in the remaining parts of the events, experiences and rights and representation segment once that take place maybe in terms of revenue growth or margin profile, I think that would be helpful?

Thank you.

So on the On Location side, I really can't comment on specifics around future business. There's a ton of growth opportunities out there for us.

I also just want to remind you that it’s not just the professional sports platform that we see. We have massive travel, hospitality business in that space.

And beyond sports, On Location comes across fashion, music, entertainment more broadly. So we'll continue to see us looking for opportunities in these areas of business given where we sit at the center of that on a global basis.

So yes, there's sports opportunities but also it's in all those different areas also where we sit.

Yes. As far as the segments go, post closing, as we said, for OpenBet, we expect to move IMG Arena out of the EERR segment creating a new sports betting segment.

That should provide increased transparency to help evaluate our sports betting business. But given the high quality of our assets remain in EERR businesses, including On Location and our performance business as well as owned and operated events, such as Miami Open, we continue to be very bullish on our revenue outlook and our EBITDA growth potential on that segment.

And as it relates to representation, as we said, we're going to be selling the restricted portion of the EC will move out. We'll still have the remaining EC business, the non-scripted film sales financing and consulting services in this segment.

We do think that once the restricted portion of the EC is sold, we would expect to see margin improve for this segment overall. And also we think the representation segment should be simpler to evaluate without the challenges of determining production and episodic delivery timing in this segment.

Great. Thanks for that.

Thank you. A couple of questions please.

First, if you could please break out how much revenue and EBITDA in the quarter came from acquisitions? And secondly, on those new Asian distribution deals for UFC, if you could provide some more color on those.

I appreciate that you made a comment that the recent announcements aggregate to 80% increase in rights revenue. But how much of these are incremental distributors or incremental footprint, or incremental rights?

And what's on the horizon for more renewals? Thanks.

So on the 80 -- over 80%, it's same geography, new distributors. So actually, instead of just being one, there's multiple and therefore will have actually bigger audience.

So it's over 80% with the current nine and as in last quarter I mentioned five new ones. So it’s a significant increase in our international economics.

Yes. And as far as revenue and EBITDA associated with the acquisitions, they're embedded in our segments that are representative.

We're not specifically calling those out.

All right. Thank you.

Thanks, David. Next question, operator.

Thanks. I just had two balance sheet questions.

One, I guess your cash balance came in a lot higher than I was expecting. And I think it's because we had maybe a $400 million use of cash to buy the balance of UFC.

So I just want to make sure that that is yet to occur sort of later this year or next year, if you can just provide some color there? And then second, I was surprised how big the assets and liabilities are on the assets held for sale related to Endeavor Content.

Can you provide just a little bit of color? Is all of that just content on the asset liability front?

Yes. On the first part, look, we had positive working capital in Q3 this year as far as our cash balance goes.

We are done with all the acquisition of the USC. So there is no more to be done there.

And then as far as the assets held for sale, yes, there's been a lot of production, the vast majority of that production and the build-up of those content assets until we actually make delivery of that content.

Okay. Thank you.

Yes. Thanks.

I wanted to ask about the sponsorship growth opportunity at USC. You talked about the growth versus 2019.

I wanted to see what is driving that really? Is it the new categories?

Is it pricing? I think sponsorship's been pretty hot lately.

And then what product categories are still out there to be tapped at UFC? And then on the OpenBet acquisition, what are the biggest hurdles ahead for the closing and then integration of the business?

And then how soon do you expect to see that business start to really scale?

So as I said, on the sponsorship, revenues are up 59% compared to Q3 '19, a non-COVID year. So we continue to sign and renew large multi-year deals; DraftKings [indiscernible].

We've opened up new categories, as Jason mentioned, Icon Meals, ZipRecruiter, Battle Motors. Auto and QRS are categories that we're going after fairly significantly, and we're feeling good about that.

And each one of our -- ones that are coming up, we're getting significant increases in the current sponsors that are getting renewed. And I think that's an indication of the power of sport and the brand that exists now in the marketplace.

As far as OpenBet goes, we don't see any hurdles, except normal regulatory approval and the timing it takes to get that done. And what we -- we’re doing some pre-integration planning, whatever we can at this point, but as far as when we actually close the transaction, we expect to integrate as quickly as possible and try to get all the revenue synergies quickly.

So we'll be doing as much as we can pre-integration and be ready to hit the ground running as soon as we close.

Great.

Hi. Thanks for taking the questions.

I've got one big picture and then sort of a housekeeping point for Jason. But Ari, I guess from a really high level, it seems like one of the final nails in the regional sports network coffin was sort of drilled down today by Dish into the whole Sinclair situation, but it seems like all of the leagues people that you know really well or your whole company knows well in terms of baseball, basketball and hockey, all need a solution for their streaming future.

And was just hoping, like, is there -- clearly, they're looking for new partners and to figure their way out of a very difficult situation for sort of the local media rights that go well beyond cable networks. And just high level, is there an opportunity for Endeavor, what role could you play, what do you think happens?

And then just a quick follow up for Jason on housekeeping in terms of, I think one of the things you mentioned for the better than expected performance this quarter was strength out of Endeavor Content. I was just wondering if you could size for us how much in the quarter or year-to-date on EBITDA revenue basis, what can you tell us about the business that's obviously leaving the company at some point over the coming year?

Thanks.

Well, I would say the following. I think there will be a solution either though on the local level go direct if the situation doesn't rectify itself with the RSNs, or one of the majors will step in.

None of these guys are not going to be in the local markets. I do think this is for those leagues it's going to impact them, but there will be a solution.

Either somebody's going to come figure out the RSN situation. And then over the top basis on a local base level, I don't really have a solve there.

That's not an area that we're going to play in. So no, that's not an opportunity for us.

As far as Endeavor Content goes, we're not going to break out what the revenue was there. But we did mention at the end of Q2 going into Q3 about revenue shifting from Q2 into Q3.

So we had a pretty big Q3 as we've also outlined, but by a bunch -- outlining a bunch of the deliveries we've made in Q3. And we've also noted about the descriptive part of that business on a margin basis being typical studio margin.

So, obviously, it's contributed some EBITDA in the quarter, but overall we're happy with the results of the segment for the quarter in Endeavor Content.

Thanks so much.

Thanks, Rich. Next question, operator.

Hi, Connor.

Hi. How are you doing?

So I guess the one question I had was the Hollywood production crew members just approved a new contract that would limit hours, et cetera. And I just was wondering if you had any thoughts on if it would simply impact the length of delivering content and how it might impact the industry going forward?

Thanks.

Can you repeat the question? It came in and out at the beginning, so I really didn't hear that.

I'm sorry.

No problem. So Hollywood production crew members just approved their new contract that is limiting some hours, and I was just wondering how you think that might impact the delivery of content over time?

Will it string out how long it takes to get production done, et cetera?

No, I think it's going to be fine. They approved the contract.

So I don't think there's going to be any disruption.

Thanks, Connor.

Great. Thanks, everybody.

Thanks for joining us. If you have any follow-up questions, reach out.

Thank you.