UFC W Investor Presentation

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#1ENDEAVOR UFC W#2ENDEAVOR INVESTOR PRESENTATION APRIL 2023 Disclaimer (1/2) Cautionary Statement Regarding Forward-Looking Statements This communication, and oral statements made from time to time by our representatives may contain, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding the potential transaction between Endeavor Group Holdings, Inc. ("Endeavor") and WWE ("WWE"), including statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, expected synergies, impacts and benefits of the potential transaction, projected financial information, future opportunities, and other statements regarding the combined company's ("NewCo") and WWE's future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Statements that do not relate to mat- ters of historical fact should be considered forward-looking statements, including, without limitation, the expected market opportunity, growth, financial performance, realizable synergies and closing of the transaction. All statements other than statements of historical facts contained in this communication may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "outlook", "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements in this communication are only predictions. Endeavor and WWE management have based these forward-looking statements largely on their current expectations and projections about future events and financial trends that management believes may affect its business, financial condition and results of operations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: the transaction will not be consummated; there may be difficulties with the integration and in realizing the expected benefits of the transaction; Endeavor and WWE may need to use resources that are needed in other parts of its business to do so; there may be liabilities that are not known, probable or estimable at this time; the trans- action may result in the diversion of management's time and attention to issues relating to the transaction and integration; expected synergies and operating efficiencies attributable to the transaction may not be achieved within its expected time-frames or at all; there may be significant transaction costs and integration costs in connection with the transaction; unfavorable outcome of legal proceedings that may be instituted against WWE and Endeavor following the announcement of the transaction; and risks inherent to the business may result in additional strategic and operational risks, which may impact Endeavor's, NewCo's and WWE's risk profiles, which each company may not be able to mitigate effectively. In addition, a number of important factors could cause the Endeavor's or NewCo's actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements, including but not limited to those important factors discussed in Part I, Item 1A "Risk Factors" in Endeavor's or WWE's respective Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as any such factors may be updated from time to time in its other filings with the Securities and Exchange Commis- sion (the "SEC"), accessible on the SEC's website at www.sec.gov, Endeavor's investor relations site at investor.endeavorco.com and WWE's investor relations site at corporate.WWE.com. Forward-looking state- ments speak only as of the date they are made and, except as may be required under applicable law, neither Endeavor nor Whale undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important Information For Investors And Stockholders This communication is for informational purposes only and is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any issuance or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the transaction, NewCo expects to file a registration statement on Form S-4 with the SEC, which will include an information statement of WWE and a preliminary prospectus of NewCo. After the registration statement is declared effective, WWE will mail to its stockholders a definitive information statement that will form part of the registration statement on Form S-4. This communication is not a substitute for the information statement/prospectus or registration statement or for any other document that WWE may file with the SEC and send to its stockholders in connection with the transaction. investors and security holders of wwe are urged to read the information statement/prospectus and other documents that will be filed with the sec carefully and in their entirety when they become available because they will contain important information. Investors and security holders will be able to obtain free copies of the information statement/prospectus (when available) and other documents filed with the SEC by WWE through the website maintained by the SEC at http:// www.sec.gov. Copies of the documents filed with the SEC by WWE will be available free of charge on WWE's website at http://www.WWE.com/investors. PG.2#3ENDEAVOR INVESTOR PRESENTATION APRIL 2023 Disclaimer (2/2) Non-GAAP Financial Information In addition to the financials presented in accordance with U.S. generally accepted accounting principles ("GAAP"), this presentation, and the accompanying oral presentation, include certain non-GAAP financial information. Non-GAAP metrics have limitations as analytical tools and you should not consider them in isolation or as a substitute for or superior to the most directly comparable financial measures prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of non-GAAP metrics versus their nearest GAAP equivalents. Other companies, including those in Endeavor's and WWE's industry, may calculate non-GAAP metrics differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the non-GAAP metrics used in this presentation as tools for comparison. Endeavor and WWE urge you to review the reconciliations of these non-GAAP metrics to the most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate Endeavor and WWE and their business. See the Appendix for a reconciliation between each non-GAAP metric and the most comparable GAAP measure. In addition, the companies also present cer- tain GAAP and non-GAAP financial measures on a "combined" basis. The combined GAAP information and the combined non-GAAP financial measures presented herein combine stand-alone UFC and WWE results for the periods presented. Market Data and Industry Information Market data and industry information used throughout this presentation are based on managements' knowledge of the industry and the good faith estimates of Endeavor's and WWE's management. Endeavor and WWE also relied, to the extent available, upon management's review of independent industry surveys and publications and other publicly available information prepared by a number of third party sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although Endeavor and WWE believe that these sources are reliable, they cannot guarantee the accuracy or completeness of this information, and they have not independently verified this information. While Endeavor and WWE believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from managements' estimates and beliefs, is inherently uncertain and imprecise. No representations or warranties are made by Endeavor and WWE or any of their affiliates as to the accuracy of any such statements or projections. Projections, assumptions and estimates of NewCo's future performance and the future performance of the industry in which it will operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in Endeavor's and WWE's estimates and beliefs and in the estimates prepared by independent parties. PG. 3#4ENDEAVOR INVESTOR PRESENTATION APRIL 2023 Transaction Rationale NewCo is a pure-play IP ownership company operating in some of the most attractive parts of the fast-growing global sports and entertainment ecosystem UFC and WWE are two complementary, iconic companies with leading brands in their respective categories Opportunity to own two global sports and entertainment leaders in a single company Endeavor flywheel creates multiple additional avenues for future growth Endeavor has shown a track record of value creation across UFC and other strategic acquisitions and built a deep history and trusted partnership with WWE over the past two decades Highly attractive financial profile including expected double-digit revenue growth opportunity, high Adjusted EBITDA margins and free cash flow generation at scale Note: Revenue growth figures based on FY2019 - FY2022 CAGR. Adj. EBITDA margin based on FY2022 PG. 4#5ENDEAVOR INVESTOR PRESENTATION APRIL 2023 Transaction Overview Endeavor to form a $21B+ global pure-play live sports and entertainment company comprised of UFC and WWE UFC, which is owned by Endeavor, and WWE will form NewCo, a new publicly-listed company that is expected to trade on the NYSE NewCo to be 51% owned by Endeavor and 49% owned by WWE shareholders NewCo to be capitalized with $150M cash at closing, Endeavor (from UFC) and WWE are permitted to retain certain excess cash as part of the closing and, public shareholders of NewCo are expected to receive a post-closing dividend Board of Directors composed of 11 seats total: 6 seats nominated by Endeavor, 5 seats nominated by WWE, each of which will include 3 independent directors Endeavor Shareholders 100% Ownership ENDEAVOR 51% PUBLIC COMPANY Ownership WWE Shareholders NewCo financials to be consolidated by Endeavor Transaction anticipated to close by the end of 2023 NewCo NEW PUBLIC COMPANY UFC W Transaction structure simplified for illustrative purposes 49% Ownership PG.5#6ENDEAVOR INVESTOR PRESENTATION APRIL 2023 NewCo Transaction Crystalizes Value Creation at UFC Since Acquisition 2016 Enterprise Value¹ $4.1B UFC Today's Enterprise Value Combined NewCo Enterprise Value² Transaction Valuation Summary $21.4B UFC W Enterprise Value² $12.1B $9.3B $9.3B $12.1B Less Net Debt³ ($2.7B) ($0.3B) UFC Equity Value $9.4B $9.0B $12.1B UFC + W FDSO4 466.1M 85.1M Contribution Price $20.15/ $105.985/ Share Share Enterprise value based on EDR total purchase price for UFC, including contingent consideration of $224M Enterprise value defined as equity value plus net debt (including cash, debt, finance leases, investments, minority interest); Equity value determined by the relative contribution values of WWE and UFC to NewCo Notes: Financial information used derived from public filings. 1234 1. 2. 3. Net debt figures represent 12/31/2022 balance sheet figures, adjusted for combined cash contributions by each of UFC / EDR and WWE 4. 5. UFC FDSO based on Endeavor's basic shares as of 01/31/2023 and dilutive securities as of 12/31/2022, as reported in the 10-K for the year ended December 31, 2022 (representing a hypothetical FDSO if UFC was spun out of Endeavor with identical capital structure as Endeavor) based on a EDR reference share price as of 03/31/2023. WWE FDSO based on WWE's basic shares as of 01/31/2023, as reported in the 10-K for the year ended December 31, 2022, and dilutive securities as of 03/31/2023, including dilution for market value of WWE convertible note Before any post-closing dividend PG.6#7ENDEAVOR INVESTOR PRESENTATION APRIL 2023 Path to Substantial Value Creation Tracks UFC Precedent Illustrative WWE Adj. EBITDA (Pre Synergies) Note: 1. Domestic and International Rights + Net Operating Synergies¹ Net operating synergies defined as expected cost savings post transaction close, less incremental management fee payable to Endeavor Endeavor Flywheel Illustrative WWE Adj. EBITDA (Post Synergies) PG.7#8ENDEAVOR INVESTOR PRESENTATION APRIL 2023 ▶汇丰 HSP PNED 22 PALLADIU HOTE GRO 汇丰 FRIEZE ANGE MONSTER YET Lev can- Budas Can O'S GREATEST COLLECTOR CAR ENDEAVOR Banet Jackson AN INTEGRATED GLOBAL SPORTS AND ENTERTAINMENT COMPANY 22 VINCE LOMBARDI TROPEY NFL SUPER BOWL LVI AFC vs HPC UFC PG.8#9ENDEAVOR INVESTOR PRESENTATION APRIL 2023 Global Portfolio of Premium Owned Assets and Integrated Set of Capabilities Powered by 11,000+ employees across more than 30 countries¹ Owned IP W NewCo Σ Euroleague UFC MUTUA MADRID OPEN miami open presented by Itaú HYDE PARK Winter WONDERLAND NYTNN Barell Jackson WORLD'S GREATEST COLLECTOR CAR AUCTIO frieze Note: 12 2. Employee and country information as of 12/31/2022 Owned and represented IP may include certain assets acquired after 12/31/2022 SHIPS THE CHAMP WIMBLEDON SEATTLE ALL STAR GAME 20 23 Represented IP2 Complementary Capabilities MLS Premier League WANE IMG SUPER BOWL FINAL FOUR HOUSTON 2023 ONE SIXTY NINETY D ON LOCATION. IMGARENA ASYLUM IMG LICENSING ENDEAVOR STREAMING OpenBet FILM45 PG.9#10ENDEAVOR INVESTOR PRESENTATION APRIL 2023 Well Positioned Across Fast-Growing End Markets SPORTS DEALS HIGHLIGHT THE VALUE OF PREMIUM RIGHTS CONCERTS AND LIVE EVENTS GROWTH PROPELLED BY NEW DEMAND PARADIGM 2.8x Average Annual Value Rights Growth (NFL, NBA, NHL, MLS) 12% YoY Growth in Live Sports and Concerts Spend CAGR (CY2019-CY2022) PREMIUM CONTENT IN HIGH DEMAND GROWTH IN ONLINE AND OFFLINE SPORTS WAGERING 10% Global Content Spend CAGR (CY2023-CY2025) 13% Global Gross Gaming Revenue CAGR (CY2021-CY2025) Source: S&P Global (Kagan), Public Information, MSER AlphaWise Survey, MSER, American Gaming Association, Box Office Mojo PG.10#11ENDEAVOR INVESTOR PRESENTATION APRIL 2023 Connected Segments Drive Powerful Growth Across The Endeavor Flywheel Owned Sport Properties Delivering Engaging Live Sports Entertainment to the Masses - UFC posted record revenues, 21 consecutive sell-outs and its best sponsorship year ever in 2022 Announced new UFC Performance Institute in Mexico, building on success in Las Vegas and China NewCo UFC W > Euroleague Events, Experiences and Rights Bringing Sports and Lifestyle Events to Fans Representation Connecting the Most Influential Talent, Brands and Platforms - - Super Bowl LVI results in On Location's largest ever hospitality event Madrid Open hosts a record 300,000 attendees Record deals for Big 10, EuroLeague, Cricket South Africa and Wimbledon - WME Sports up 10 spots in Forbes' most valuable agency list - Talent deals for more than 310 scripted series, clients in 5 of 10 top films Booked more than 40,000 live music engagements in 2022 ON LOCATION. ENDEAVOR MUTUA MADRID IMG OPEN WAVE FILM45 IMG LICENSING STREAMING miami open presented by ONE SIXTY NINETY ASYLUM Sports Data and Technology Deepening Penetration in the High Growth Sports Betting Market Note: Certain assets acquired after 12/31/2022 - Closed OpenBet acquisition, creating a true, end-to-end betting solution Plan to report new reporting segment in Q1 2023 to increase financial disclosure and transparency OpenBet IMGARENA PG.11#12ENDEAVOR INVESTOR PRESENTATION APRIL 2023 Strong Execution Since IPO $5.3B $1.2B Strong Financial FY2022A Revenue FY2022A Adj. EBITDA Performance Flexible Capital UFC Allocation MUTUA MADRID OPEN Accretive Strategic M&A Banett-Jackson THE WORLD'S GREATEST COLLECTOR CAR AUCTIONS" OpenBet MAILMAN 74 Seven League Complementary Relationship with NewCo 22% FY2022A Adj. EBITDA Margin Divestitures ENDEAVOR CON OF CONTENT Deleveraging Net Leverage ~3.8x at YE FY20221 (2.8x Combined NewCo)² W + UFC NewCo Augments Endeavor's Existing Business WAE IMG LICENSING ON LOCATION. ONE SIXTY NINETY 51% Control Shareholder ENDEAVOR OpenBet FILM45 IMGARENA ASYLUM STREAMING Notes: Adjusted EBITDA, Adjusted EBITDA margin and Net Leverage are non-GAAP financial measures. For reconciliations to the closest applicable GAAP measures, please see appendix. 1. 2. Net leverage based on company filing as of 12/31/2022, down from 6.0x LTM leverage at time of IPO Combined Endeavor and WWE net leverage as of 12/31/2022 PG.12#13ENDEAVOR INVESTOR PRESENTATION APRIL 2023 Scaled and Diverse Revenue Mix with Strong Cash Flow Generation and a Healthy Balance Sheet OSP FY2022 Revenue Total: $5.3B¹ $1,332 25% $M; % of Total O Representation 15% FY2022 Adj. EBITDA² Total: $1.2B $M; % of Total $1,512 29% $648 44% $2,452 46% Events, Experiences and Rights OSP FY2019 FY2022 Revenue Growth O Balance Sheet Net Leverage³ $470 32% 4.8x 3.8x $344 24% Representation Events, Experiences and Rights 2021 22% FY2022 Adj. EBITDA Margin 59% FY2019-FY2022 Adj. EBITDA Growth $4.5B 12/31/2022 Net Debt 2022 Source: As of 12/31/2022 Notes: Endeavor historical financials. 123 1. Includes $28M of eliminations 2. 3. Adjusted EBITDA, Adjusted EBITDA margin and Net Leverage are non-GAAP financial measures. For reconciliations to the closest applicable GAAP measures, please see appendix. $1.2B Adj. EBITDA includes $297M of corporate expenses, Adj. EBITDA chart mix does not include corporate expenses. Based on LTM Adj. EBITDA 12/31/2021 and 12/31/2022 PG. 13#14ENDEAVOR INVESTOR PRESENTATION APRIL 2023 How Endeavor Creates Value For Stakeholders Endeavor Has Delivered Double-Digit Revenue and Adj. EBITDA Growth¹ On the Strength of its Asset Mix, Operational Capabilities and Position Within the Sports and Entertainment Value Chain Commitment to Prudent Balance Sheet Management and Flexible Capital Allocation De-Risks the Path Forward Seasoned Management Team That Has a Demonstrable Track Record of Successful Strategic, Operational and Financial Execution NewCo Presents Another Opportunity to Drive Meaningful Synergies Across the Company by Leveraging the Endeavor Flywheel Note: 1. Based on FY2017-FY2022 historical financials. PG.14#15INVESTOR PRESENTATION APRIL 2023 ENDEAVOR UFC W PG.15#16Note: UFC W INVESTOR PRESENTATION APRIL 2023 Forming an Iconic Sports and Entertainment Company with a Large Global Fan Base UFC 2X+ GROWTH $0.6B W ADJ. EBTIDA¹ $0.3B FY2017 FY2022 OVER 1.5X GROWTH FY2017-FY2022 REVENUE ADJ. EBTIDA¹ ~3X GROWTH $0.1B $0.4B FY2017 FY2022 OVER 1.5X GROWTH FY2017-FY2022 REVENUE 40+ 900M+ 170+ 70OM+ 200+ 1B+ 180+ 1.2B+ Annual Events Households Reached Countries Global Fans Annual Events Households Reached Countries Global Fans Annual Events, Countries, Households, Global Fans as of FY2022. Global Fans as per YouGov. 1. Adj. EBITDA is a Non-GAAP financial measures. For a reconciliation to the closest applicable GAAP measure, please see the appendix. PG.16#17W UFC INVESTOR PRESENTATION APRIL 2023 Opportunity to Own Two Global Sports and Entertainment Leaders in a Single Company 5% Consumer Products 10% Consumer Products 11% Live Events 71% Media 13% Sponsorship UFC Must-watch, live and original content 10% Live Events 5% Sponsorship 75% W Media Large, young and diverse fan bases Best-in-class monetization across media, live events, sponsorships and consumer products $1.1B FY2022 Revenue Note: Figures for UFC and WWE are for FY2022. WWE Media and Live Events excluding Sponsorship and Advertising revenue. $1.3B FY2022 Revenue Upcoming media rights renewals at both companies PG. 17#18UFC W INVESTOR PRESENTATION APRIL 2023 Value of Sports and Live Entertainment Continues to Accelerate GLOBAL LIVE SPORTS REVENUE 6% CAGR 8% CAGR $51B $60B $74B FY2019 FY2022 FY2025 Note: 2019 historical figures. 2022 and 2025 forecasted figures. Based on third party market data. GLOBAL SPORTS MEDIA REVENUE GLOBAL SPORTS SPONSORSHIP REVENUE 7% CAGR $40B 8% CAGR $50B $62B 8% CAGR $53B 9% CAGR $67B $87B FY2019 FY2022 FY2025 FY2019 FY2022 FY2025 PG.18#19W UFC INVESTOR PRESENTATION APRIL 2023 NewCo Has Differentiated Attributes Among Peers in a Large, Global and Growing Segment High Engagement Global Growth Young and Diverse Fans NBA NHL Control of All Rights ☑ Lack of Teams / Team Owners ✓ Year-Round Content ✓ Note: Entities listed above reflect a small sample of overall sports and entertainment players ✓ ☑ ✓ NFL Premier League UFC W TM ☑ ☑ PG.19#20UFC W INVESTOR PRESENTATION APRIL 2023 Leveraging Endeavor's Capabilities to Drive Value of Both Assets Endeavor and WWE have built a deep history and trusted partnership Attractive rights portfolio with highly contracted revenue base and visible growth further supported by upcoming domestic and international media rights renewals More content, live events, sponsorship and licensing opportunities Distribution agnostic with unique direct-to-consumer go-to-market opportunities Cross-promotion to drive brand awareness and deepen penetration across global fan base PG.20#21W UFC INVESTOR PRESENTATION APRIL 2023 UFC W MULTIPLE AVENUES FOR FUTURE GROWTH ($ D MAXIMIZE MEDIA RIGHTS VALUE ENHANCE SPONSORSHIP OPPORTUNITIES ACCELERATE BRAND AND TALENT PLACEMENT, PRODUCT LICENSING DEVELOP NEW FORMS OF CONTENT PG. 21#22UFC W INVESTOR PRESENTATION APRIL 2023 Leveraging Endeavor's Flywheel to Drive Value Creation As evidenced by UFC success WHAT WE ACHIEVED UFC WHAT WE BROUGHT ENDEAVOR CAPABILITIES GLOBAL FAN BASE EXPANSION +75M Fan Base Growth Since Jan-2021 Entered new markets (France), investment in local stars (China, Mexico), strong content promotion DOMESTIC MEDIA RIGHTS Meaningful AAV Growth Since Prior Contract Broad and strong relationships to maximize value from U.S. rights INTERNATIONAL MEDIA RIGHTS 100%+ AAV Growth1 Since IPO Leader in international rights with 30+ IMG Media offices and global sales force enhancing global rights value SPONSORSHIPS 3x+ Sponsorship Revenue Since 2017 Note: Figures are as of FY2022. AAV refers to Average Annual Value. Fan base grew from 625M in Jan-2021 to 700M+ today (source: YouGov). 1. Calculated as the simple average of AAV increase by territory, which compares AAV of previous media rights deals to AAV of new media rights deal for each territory. Global sales force with deep relationships with major brands worldwide PG.22#23W UFC INVESTOR PRESENTATION APRIL 2023 Leveraging Endeavor's Flywheel to Drive Value Creation As evidenced by UFC success WHAT WE ACHIEVED UFC WHAT WE BROUGHT ENDEAVOR CAPABILITIES SITE FEES/ GRANTS Abu Dhabi, Atlantic City, Melbourne, Newark, Perth, Salt Lake City, Singapore One of the most globally diverse event operators in the world with hundreds of events per year TICKETING / PREMIUM HOSPITALITY 3x UFC VIP Guests Q3'2021 Q4'2022 - Strong capabilities in packaging premium hospitality experiences for many marquee sports and music events (NFL Super Bowl, The Olympics, NCAA Final Four) TECHNOLOGY New Tech Stack New Design UFC FIGHT PASS Significant customer touchpoints, third-party data sources and in-house team of 70+ data scientists to provide insights & analytics OPERATIONAL IMPROVEMENTS -$70M Run-rate Operating Synergies 2 years post-UFC acquisition Benefit from integration within Endeavor global infrastructure PG. 23#24UFC W INVESTOR PRESENTATION APRIL 2023 Operating Synergy Opportunity $1B combined cost base (excluding COGS), of which ~50% appears highly addressable Expected $50-100M long-term annualized run-rate net operating synergies Majority of expected net operating synergies supported by anticipated significant operational efficiencies Successful track record of realizing operating synergies from prior transactions PG.24#25W UFC INVESTOR PRESENTATION APRIL 2023 Key Financials Attractive combined financial profile and healthy balance sheet, prior to expected net operating synergies and revenue opportunities $2.4B Revenue (FY2022) 10% Revenue Growth (FY2019 - FY2022 CAGR) $1.OB Adj. EBITDA¹ (FY2022) 61% FCF3 Conversion4 (FY2022) 70%+ Contracted Revenue² (FY2022) 20% Adj. EBITDA¹ Growth (FY2019 - FY2022 CAGR) 42% Adj. EBITDA Margin¹ (FY2022) Note: Figures as of FY2022. For a reconciliation of Non-GAAP financial measures to the closest applicable GAAP measure, please see the appendix Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP financial measures. 12345 Contracted revenue percentage represents the portion of total 2022 revenue made up of fixed fee contracts primarily consisting of media rights, sponsorship, consumer products and site fees Free Cash Flow is a Non-GAAP financial measure. FCF defined as cash provided by operating activities less cash used for capital expenditures. FCF conversion is a Non-GAAP financial measure. FCF Conversion defined as FCF/ Adj. EBITDA. Net leverage is a Non-GAAP financial measure. Net leverage based on LTM Adj. EBITDA 12/31/2022. WWE's cash include cash and cash equivalents and short-term investments, net. WWE's debt includes finance and mortgage leases. 2.5x Net Leverage5 (FY2022) PG.25#26UFC W INVESTOR PRESENTATION APRIL 2023 NewCo Capital Allocation Opportunities Anticipated strong cash flow generation and healthy balance sheet allowing for flexible capital allocation policy ORGANIC INVESTMENTS CONTINUED DELEVERAGING OPPORTUNISTIC CAPITAL RETURN DISCIPLINED M&A PG. 26#27W UFC INVESTOR PRESENTATION APRIL 2023 Framing the NewCo Investment Opportunity CATEGORY-DEFINING BRANDS BETTER TOGETHER Combines two iconic companies with unique, live and premium content GLOBAL FAN BASE, SCALE AND REACH Over 700M UFC and 1.2B WWE global fans consuming content across multiple platforms DIFFERENTIATED AND ATTRACTIVE VALUE PROPOSITION Opportunity to create pure-play sports and entertainment company SEIZE FUTURE OPPORTUNITIES Leveraging Endeavor flywheel to drive greater media rights, live events, sponsorships and licensing opportunities CLEAR PATH TO EXECUTE ON SYNERGIES Realizable anticipated net operating synergies ($50-100M) with multiple avenues for future growth STRONG FINANCIAL PROFILE Double-digit revenue growth¹, 40%+ Adj. EBITDA margins², 60%+ FCF³ conversion4, 2.5x net leverage5 with enhanced credit profile Notes: Figures as of FY2022. Global Fans as per YouGov. 1. 2345 Revenue growth figures based on FY2019 - FY2022 CAGR. Adj. EBITDA margin based on FY2022. Adj. EBITDA margins are Non-GAAP financial measures. For a reconciliation to the closest applicable GAAP measure, please see the appendix. FCF defined as Cash Flow from Operations - Capital Expenditures. FCF conversion defined as FCF/ Adj. EBITDA. Net leverage based on LTM Adj. EBITDA 12/31/2022 PG. 27#28UFC W INVESTOR PRESENTATION APRIL 2023 Seasoned Management Team with a Proven Track Record Ariel Emanuel Endeavor and NewCo, CEO Vince McMahon Mark Shapiro NewCo, Executive Chairman Endeavor and NewCo, President and COO Jason Lublin Endeavor, CFO Andrew Schleimer NewCo, CFO Dana White Lawrence Epstein UFC, President UFC, COO Nick Khan WWE, President PG. 28#29WUFC INVESTOR PRESENTATION APRIL 2023 APPENDIX PG. 29#30UFC W INVESTOR PRESENTATION APRIL 2023 UFC and WWE: Adjusted EBITDA and Free Cash Flow GAAP to Non-GAAP Reconciliations | $ Millions UFC WWE COMBINED Years Ended December 31, Years Ended December 31, Years Ended December 31, 2017 2019 2022 2017 2019 2022 2017 2019 2022 Net (loss) income $ (160.6) $ 64.0 $ 389.0 $ 32.6 $ 77.1 $ 195.6 $ (128.0) $ Provision for income taxes 23.9 13.1 14.3 31.4 17.6 68.8 55.3 141.1 30.7 $ 584.6 83.1 Interest expense, net 110.2 127.8 139.6 14.7 26.1 21.2 124.9 153.9 160.8 Depreciation and amortization 240.4 142.1 60.0 26.0 34.1 37.3 266.4 176.2 97.3 Equity-based compensation expense 13.3 38.9 23.7 24.2 29.4 34.9 37.5 68.3 58.6 Merger, acquisition and earn-out costs 7.2 0.4 - 7.2 0.4 Certain legal costs 13.7 8.4 0.8 5.6 19.3 8.4 0.8 Restructuring, severance and impairment 2.0 4.7 6.7 Other 7.1 7.4 1.3 (3.1) (4.3) 26.8 4.0 3.1 28.1 Adjusted EBITDA $ 257.2 $ 402.1 $ 628.7 $ 136.1 $ 180.0 $ 384.6 $ 393.3 $ 582.1 $ 1,013.3 Net income margin 34.1% 15.1% 24.0% Adjusted EBITDA margin 55.1% 29.8% 41.7% Net cash provided by operating activities Cash used for capital expenditures Free Cash Flow Free Cash Flow Conversion 143.9 $ (32.3) $ 111.6 $ 321.9 (39.5) 282.4 501.7 $ 96.6 (12.4) (24.7) $ 489.3 $ 71.9 $ 121.7 (69.1) 52.6 $ $ 325.6 (199.9) 125.7 $ 240.5 $ 1 $ (57.0) 183.5 $ 443.6 $ (108.6) 335.0 $ 827.3 (212.3) 615.0 60.7% Notes: Figures as of FY2022. Includes $170.6 million of capital expenditures related to WWE's new headquarter facility for FY2022. Excluding this amount, Free Cash Flow was $296.3 million for FY2022. PG.30#31W UFC INVESTOR PRESENTATION APRIL 2023 UFC and WWE: Net Leverage $ Millions | FYE Dec Long-term debt Current portion Total debt Unamortized discount Unamortized issuance costs Long-term finance lease liabilities - Current finance lease liabilities Total principal Total principal Less: cash and cash equivalents Less: short-term investments, net Net Debt Adjusted EBITDA Net Leverage UFC 2022 WWE Combined $ 2,736.3 22.7 $ 20.9 0.4 $ 2,757.2 23.1 $ 2,759.0 $ 21.3 $ 2,780.3 11.8 11.8 22.4 22.4 364.9 11.7 364.9 11.7 $ 2,793.2 $ 397.9 $ 3,191.1 UFC 2022 WWE Combined $ 2,793.2 $ 397.9 $ 3,191.1 (180.6) (220.2) (258.5) (400.8) (258.5) $ 2,612.6 $(80.8) $ 2,531.8 $ 628.7 $ 384.6 $ 1,013.3 4.2x (0.2x) 2.5x PG. 31#32UFC W INVESTOR PRESENTATION APRIL 2023 Endeavor: Adjusted EBITDA and Free Cash Flow $ Millions Endeavor Years Ended December 31, Net (loss) income Loss from discontinued operations, net of tax Provision for (benefit from) income taxes Interest expense, net Depreciation and amortization Equity-based compensation expense Merger, acquisition and earn-out costs Certain legal costs Restructuring, severance and impairment Fair value adjustment - Droga5 2019 $(530.7) 5.0 2021 $ (467.5) 2022 $ 321.7 3.4 (22.3) (648.5) 270.9 268.7 282.3 280.7 282.9 266.8 101.2 532.5 210.2 49.9 60.9 68.7 29.7 5.5 16.0 42.4 8.5 13.2 3.7 Fair value adjustment - equity investments 11.8 (21.6) (12.0) Equity method losses - Learfield IMG College and Endeavor Content 366.8 76.1 218.5 Gain on sale of the restricted Endeavor Content business (463.6) Tax receivable agreement liability adjustment 101.7 873.3 Other 98.7 Adjusted EBITDA Net (loss) income margin Adjusted EBITDA margin Net cash provided by operating activities Less: Capital Expenditures Free Cash Flow $ 733.5 $ 54.9 880.3 16.9 $ 1,163.5 6.1% 22.1% 333.6 99.8 $ 502.9 148.0 $ 233.8 $ 355.0 PG. 32#33W UFC INVESTOR PRESENTATION APRIL 2023 Endeavor: Net Leverage $ Millions ENDEAVOR WWE As of December 31, 2021 2022 As of December 31, COMBINED As of December 31, 2022 2022 Long-term debt $ 5,631.7 $ Current portion 82.0 5,080.2 88.3 $ 20.9 $ 5,101.1 0.4 88.7 Total debt Unamortized discount 5,713.7 5,168.5 21.3 5,189.8 26.1 17.5 17.5 Unamortized issuance costs 46.0 33.1 33.1 Long-term finance lease liabilities 364.9 364.9 Current finance lease liabilities 11.7 11.7 Total principal $ 5,785.8 $ 5,219.1 $ 397.9 $ 5,617.0 Total principal $ 5,785.8 $ 5,219.1 $ 397.9 5,617.0 Less: cash and cash equivalents (1,561.0) (767.8) (220.2) (988.0) Less: short-term investments, net (258.5) (258.5) Net debt $ 4,224.8 $ 4,451.3 $ (80.8) $ 4,370.5 Adjusted EBITDA $ 880.3 $ 1,163.5 $ 384.6 $ 1,548.1 Net leverage 4.8x 3.8x (0.2x) 2.8x PG. 33#34ENDEAVOR UFC W

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