TKO GROUP HOLDINGS, INC., 10-Q filed on 8/8/2024
Quarterly Report
v3.24.2.u1
Cover Page - shares
 6 Months Ended
Jun. 30, 2024
Jul. 31, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Period End Date Jun. 30, 2024  
Document Quarterly Report true  
Current Fiscal Year End Date --12-31  
Document Transition Report false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity File Number 001-41797  
Entity Registrant Name TKO GROUP HOLDINGS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 92-3569035  
Entity Address, Address Line One 200 Fifth Ave, 7th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10010  
City Area Code 646  
Local Phone Number 558-8333  
Title of 12(b) Security Class A Common Stock, par value $0.00001 per share  
Trading Symbol TKO  
Security Exchange Name NYSE  
Entity Shell Company false  
Entity Filer Category Non-accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Central Index Key 0001973266  
Amendment Flag false  
Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   81,023,476
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   89,616,891
v3.24.2.u1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 277,532 $ 235,839
Accounts receivable (net of allowance for doubtful accounts of $2,145 and $1,093, respectively) 294,715 135,436
Other current assets 176,919 121,155
Total current assets 749,166 492,430
Property, buildings and equipment, net 548,105 608,416
Intangible assets, net 3,401,891 3,563,663
Finance lease right-of-use assets, net 236,266 255,709
Operating lease right-of-use assets, net 34,530 35,508
Goodwill 7,665,280 7,666,485
Investments 15,956 16,392
Other assets 68,618 52,136
Total assets 12,719,812 12,690,739
Current liabilities:    
Accounts payable 31,879 42,040
Accrued liabilities 571,141 267,363
Current portion of long-term debt 22,247 22,367
Current portion of finance lease liabilities 10,308 8,135
Current portion of operating lease liabilities 4,570 4,246
Deferred revenue 99,545 118,992
Other current liabilities 13,498 8,997
Total current liabilities 753,188 472,140
Long-term debt 2,702,820 2,713,948
Long-term finance lease liabilities 225,578 245,288
Long-term operating lease liabilities 31,269 32,911
Deferred tax liabilities 372,953 372,860
Other long-term liabilities 5,860 3,046
Total liabilities 4,091,668 3,840,193
Commitments and contingencies (Note 17)
Redeemable non-controlling interests 13,079 11,594
Stockholders' equity:    
Additional paid-in capital 4,339,217 4,244,537
Accumulated other comprehensive loss (1,174) (332)
Accumulated deficit (346,425) (135,227)
Total TKO Group Holdings, Inc. stockholders’ equity 3,991,620 4,108,980
Nonredeemable non-controlling interests 4,623,445 4,729,972
Total stockholders' equity 8,615,065 8,838,952
Total liabilities, redeemable non-controlling interests and stockholders' equity 12,719,812 12,690,739
Common Class A [Member]    
Stockholders' equity:    
Common stock 1 1
Common Class B [Member]    
Stockholders' equity:    
Common stock $ 1 $ 1
v3.24.2.u1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Net of allowance for doubtful accounts $ 2,145 $ 1,093
Common Class A [Member]    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 5,000,000,000 5,000,000,000
Common stock, shares issued 80,712,758 82,292,902
Common Stock, shares outstanding 80,712,758 82,292,902
Common Class B [Member]    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 5,000,000,000 5,000,000,000
Common stock, shares issued 89,616,891 89,616,891
Common Stock, shares outstanding 89,616,891 89,616,891
v3.24.2.u1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Consolidated Statements of Operations [Abstract]        
Revenue $ 851,161 $ 305,185 $ 1,480,872 $ 611,915
Operating expenses:        
Direct operating costs 259,792 82,789 460,807 171,941
Selling, general and administrative expenses 232,602 63,476 764,482 119,822
Depreciation and amortization 103,819 15,050 210,980 30,202
Total operating expenses 596,213 161,315 1,436,269 321,965
Operating income 254,948 143,870 44,603 289,950
Other expenses:        
Interest expense, net (65,758) (57,895) (130,224) (111,803)
Other income (expense), net 775 (535) 504 (864)
Income (loss) before income taxes and equity (earnings) losses of affiliates 189,965 85,440 (85,117) 177,283
Provision for income taxes 39,574 2,869 14,052 6,499
Income (loss) before equity (earnings) losses of affiliates 150,391 82,571 (99,169) 170,784
Equity (earnings) losses of affiliates, net of tax (273) 717 (323) 980
Net income (loss) 150,664 81,854 (98,846) 169,804
Less: Net income (loss) attributable to non-controlling interests 91,557 440 (54,113) 788
Less: Net income attributable to TKO Operating Company, LLC prior to the Transactions   $ 81,414   $ 169,016
Net income (loss) attributable to TKO Group Holdings, Inc. $ 59,107   $ (44,733)  
Basic net earnings (loss) per share of Class A common stock [1] $ 0.73   $ (0.55)  
Diluted net earnings (loss) per share of Class A common stock [1] $ 0.72   $ (0.55)  
Weighted average number of common shares used in computing basic earnings (loss) per share 80,884,513   81,618,084  
Weighted average number of common shares used in computing diluted net earnings (loss) per share 81,851,388   81,618,084  
[1] Basic and diluted net earnings (loss) per share of Class A common stock is applicable only for the period from January 1, 2024 through June 30, 2024, which is the period following the Transactions (as defined in Note 1 to the unaudited consolidated financial statements). See Note 14, Earnings Per Share, for the calculation of the number of shares used in computation of net earnings (loss) per share of Class A common stock and the basis for computation of net earnings (loss) per share.
v3.24.2.u1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Consolidated Statements of Comprehensive Income (Loss) [Abstract]        
Net income (loss) $ 150,664 $ 81,854 $ (98,846) $ 169,804
Other comprehensive income (loss), net of tax:        
Foreign currency translation adjustments 912 (1,101) (1,276) (1,132)
Cash flow hedges:        
Change in net unrealized gains (losses) 49 (252) 586 201
Amortization of cash flow hedge fair value to net income (76) (76) (152) (152)
Total comprehensive income (loss), net of tax 151,549 80,425 (99,688) 168,721
Less: Comprehensive income (loss) attributable to non-controlling interests 91,557 440 (54,113) 788
Less: Comprehensive income attributable to TKO Operating Company, LLC prior to the Transactions   $ 79,985   $ 167,933
Comprehensive income (loss) attributable to TKO Group Holdings, Inc. $ 59,992   $ (45,575)  
v3.24.2.u1
Consolidated Statements of Stockholders’ Equity - USD ($)
shares in Thousands, $ in Thousands
Common Class A [Member]
Common Stock [Member]
Common Class B [Member]
Common Stock [Member]
Members Capital [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Loss [Member]
Accumulated Deficit [Member]
Total TKO Group Holdings, Inc. [Member]
Nonredeemable Non-Controlling Interest [Member]
Total
Balance at Dec. 31, 2022     $ 568,070   $ 846       $ 568,916
Comprehensive income (loss)     169,016   (1,083)       167,933
Distributions to members     (161,509)           (161,509)
Contributions from members     11,584           11,584
Balance at Jun. 30, 2023     587,161   (237)       586,924
Balance at Mar. 31, 2023     560,042   1,192       561,234
Comprehensive income (loss)     81,414   (1,429)       79,985
Distributions to members     (60,084)           (60,084)
Contributions from members     5,789           5,789
Balance at Jun. 30, 2023     $ 587,161   (237)       586,924
Balance at Dec. 31, 2023 $ 1 $ 1   $ 4,244,537 (332) $ (135,227) $ 4,108,980 $ 4,729,972 8,838,952
Balance, Shares at Dec. 31, 2023 82,293 89,617              
Comprehensive income (loss)         (842) (44,733) (45,575) (55,597) (101,172)
Distributions to members               (12,334) (12,334)
Contributions from members               4,640 4,640
Stock issuances and other, net, shares 274                
Repurchase and retirement of common stock           (165,000) (165,000)   (165,000)
Repurchase and retirement of common stock, Shares (1,854)                
Excise taxes on repurchase of common stock           (1,465) (1,465)   (1,465)
Equity-based compensation       49,952     49,952   49,952
Principal stockholder contributions       1,492     1,492   1,492
Equity reallocation between controlling and non-controlling interests       43,236     43,236 (43,236)  
Balance, Shares at Jun. 30, 2024 80,713 89,617              
Balance at Jun. 30, 2024 $ 1 $ 1   4,339,217 (1,174) (346,425) 3,991,620 4,623,445 8,615,065
Balance at Mar. 31, 2024 $ 1 $ 1   4,275,901 (2,059) (239,067) 4,034,777 4,583,251 8,618,028
Balance, Shares at Mar. 31, 2024 82,420 89,617              
Comprehensive income (loss)         885 59,107 59,992 90,833 150,825
Distributions to members       302          
Distributions to members             302 (11,992) (11,690)
Contributions from members               1,850 1,850
Stock issuances and other, net, shares 147                
Repurchase and retirement of common stock           (165,000) (165,000)   (165,000)
Repurchase and retirement of common stock, Shares (1,854)                
Excise taxes on repurchase of common stock           (1,465) (1,465)   (1,465)
Equity-based compensation       22,517     22,517   22,517
Equity reallocation between controlling and non-controlling interests       40,497     40,497 (40,497)  
Balance, Shares at Jun. 30, 2024 80,713 89,617              
Balance at Jun. 30, 2024 $ 1 $ 1   $ 4,339,217 $ (1,174) $ (346,425) $ 3,991,620 $ 4,623,445 $ 8,615,065
v3.24.2.u1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net (loss) income $ (98,846) $ 169,804
Adjustments to reconcile net (loss) income to net cash provided by operating activities:    
Depreciation and amortization 210,980 30,202
Amortization and impairments of content costs 14,566 7,960
Amortization and write-off of original issue discount and deferred financing cost 5,396 5,207
Loss on impairment of assets held for sale 24,304  
Equity-based compensation 54,592 11,584
Income taxes (7,206) 1,132
Equity (earnings) losses of affiliates (323) 980
Net provision for allowance for doubtful accounts 1,489 89
Other, net (1,149) (213)
Changes in operating assets and liabilities, net of acquisition:    
Accounts receivable (162,585) (3,665)
Other current assets (21,980) (26,405)
Other noncurrent assets (26,538) (7,479)
Accounts payable and accrued liabilities 310,760 (20,518)
Deferred revenue (17,577) 1,362
Other liabilities 4,157 10,639
Net cash provided by operating activities 290,040 180,679
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchases of property, buildings and equipment and other assets (43,568) (9,204)
Investments in affiliates, net (4,772)  
Proceeds from sales of property and equipment 45  
Net cash used in investing activities (48,295) (9,204)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from borrowings 150,000  
Repayment of long-term debt (171,975) (16,300)
Payments for financing costs   (286)
Distributions to members (12,334) (161,509)
Repurchase and retirement of common stock (165,000)  
Net cash used in financing activities (199,309) (178,095)
Effects of exchange rate movements on cash (743) (1,132)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 41,693 (7,752)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 235,839 180,574
CASH AND CASH EQUIVALENTS, END OF PERIOD 277,532 172,822
SUPPLEMENTAL CASH FLOW INFORMATION:    
Cash paid for interest 130,076 103,499
Cash payments for income taxes 16,568 7,057
NON-CASH INVESTING AND FINANCING TRANSACTIONS:    
Capital expenditures included in current liabilities 14,194 335
Capital contribution from parent for equity-based compensation 4,640 $ 11,584
Principal stockholder contributions 1,492  
Excise taxes on repurchases of common stock $ 1,465  
v3.24.2.u1
DESCRIPTION OF BUSINESS
 6 Months Ended
Jun. 30, 2024
DESCRIPTION OF BUSINESS [Abstract]  
DESCRIPTION OF BUSINESS TKO GROUP HOLDINGS, INC.

Notes to Consolidated Financial Statements

(Unaudited)

1. DESCRIPTION OF BUSINESS

TKO Group Holdings, Inc. (the “Company” or “TKO”) was incorporated as a Delaware corporation in March 2023, under the name New Whale Inc., and was formed for the purpose of facilitating the business combination of the Ultimate Fighting Championship (“UFC”) and World Wrestling Entertainment, LLC (f/k/a World Wrestling Entertainment, Inc.) (“WWE”) businesses under TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC) (“Zuffa” or “TKO OpCo”), which owns and operates the UFC and WWE businesses (the “Transactions”), as contemplated within the Transaction Agreement, dated as of April 2, 2023, by and among Endeavor Group Holdings, Inc. (“Endeavor” or “EGH”), Endeavor Operating Company, LLC, TKO OpCo, WWE, TKO, and Whale Merger Sub Inc. (the “Transaction Agreement”). On September 12, 2023, the Transactions were completed with the newly-formed TKO combining the UFC and WWE businesses. See Note 4, Acquisition of WWE, for further details. Under the terms of the Transaction Agreement, (A) EGH and/or its subsidiaries received (1) a 51.0% controlling non-economic voting interest in TKO on a fully-diluted basis and (2) a 51.0% economic interest in the operating subsidiary on a fully diluted basis, TKO OpCo, which owns all of the assets of the UFC and WWE businesses, and (B) the stockholders of WWE received (1) a 49.0% voting interest in TKO on a fully diluted basis and (2) a 100% economic interest in TKO, which in turn holds a 49.0% economic interest in TKO OpCo on a fully-diluted basis.

TKO OpCo is the accounting acquirer and predecessor to TKO. Financial results and information included in the accompanying consolidated financial statements include (1) prior to the consummation of the Transactions, financial results and information of Zuffa and its consolidated subsidiaries, which includes UFC and its subsidiaries, and (2) after the consummation of the Transactions, financial results and information of TKO Group Holdings, Inc., and its consolidated subsidiaries, which includes UFC and WWE and their respective subsidiaries.

Unless the context suggests otherwise, references to the “Company” or “TKO” refer to Zuffa and its consolidated subsidiaries prior to the consummation of the Transactions and to TKO Group Holdings, Inc. and its consolidated subsidiaries after the consummation of the Transactions.

TKO is a premium sports and entertainment company which operates leading combat sports and sports entertainment brands. The Company monetizes its brands through four principal activities: Media rights and content, Live events, Sponsorship, and Consumer products licensing.
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC for reporting interim financial information and should be read in conjunction with the Company’s consolidated financial statements and accompanying footnotes in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”). Certain information and note disclosures normally included in the annual financial statements have been condensed or omitted from these interim financial statements. The interim consolidated financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 are unaudited; however, in the opinion of management, such interim consolidated financial statements reflect all adjustments, consisting solely of normal and recurring adjustments, necessary for a fair statement of its financial position, results of operations and cash flows for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. All intercompany balances are eliminated in consolidation.

TKO is the sole managing member of TKO OpCo and maintains a controlling financial interest in TKO OpCo. As sole managing member, the Company operates and controls all of the business affairs of TKO OpCo. As a result, the Company is the primary beneficiary and thus consolidates the financial results of TKO OpCo and reports a non-controlling interest representing the economic interest in TKO OpCo held by the other members of TKO OpCo. As of June 30, 2024, the Company owned 47.4% of TKO OpCo.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying disclosures.

Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the allowance for doubtful accounts, content cost amortization and impairment, the fair value of acquired assets and liabilities associated with acquisitions, the fair value of the Company’s reporting units and the assessment of goodwill, other intangible assets and long-lived assets for impairment, determination of useful lives of intangible assets and long-lived assets acquired, the fair value of equity-based compensation, leases, income taxes and contingencies.

Management evaluates these estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management's best judgment at a point in time and as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company's control could be material and would be reflected in the Company's consolidated financial statements in future periods.
v3.24.2.u1
RECENT ACCOUNTING PRONOUNCEMENTS
 6 Months Ended
Jun. 30, 2024
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract]  
RECENT ACCOUNTING PRONOUNCEMENTS 3. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

In August 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires that a joint venture apply a new basis of accounting upon formation. The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with an option to apply the amendments retrospectively. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532, Disclosure Update and Simplification, which was issued in 2018. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The update should be applied retrospectively to all prior periods presented in the financial statements. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that an entity annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate) as well as income taxes paid disaggregated by jurisdiction. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements – Amendments to Remove References to the Concepts Statements. This ASU amends the Accounting Standards Codification (“ASC”) to remove references to various FASB Concepts Statements to simplify the ASC and draw a distinction between authoritative and nonauthoritative literature. The amendments in this update apply to all reporting entities within the scope of the affected accounting guidance, and are effective for public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
v3.24.2.u1
ACQUISITION OF WWE
 6 Months Ended
Jun. 30, 2024
ACQUISITION OF WWE [Abstract]  
ACQUISITION OF WWE 4. ACQUISITION OF WWE

Transactions Overview

On September 12, 2023 (the “Closing Date”), the transaction between EGH and WWE was completed with the newly-formed TKO combining the UFC and WWE businesses. Under the terms of the Transaction Agreement, (A) EGH and its subsidiaries received (1) a 51.0% controlling non-economic voting interest in TKO on a fully-diluted basis and (2) a 51.0% economic interest on a fully-diluted basis in the operating subsidiary, TKO OpCo, which owns all of the assets of the UFC and WWE businesses, and (B) the stockholders of WWE received (1) a 49.0% voting interest in TKO on a fully-diluted basis and (2) a 100% economic interest in TKO, which in turn holds a 49.0% economic interest in TKO OpCo on a fully-diluted basis.

WWE is an integrated media and entertainment company that has been involved in the sports entertainment business for four decades. WWE is principally engaged in the production and distribution of unique and creative content through various channels, including content rights agreements for its flagship programs, Raw, SmackDown and NXT, premium live event programming, monetization across social media outlets, live events, and licensing of various WWE-themed products.

The Transactions have been accounted for as a reverse acquisition of WWE using the acquisition method of accounting in accordance with the guidance of ASC 805, Business Combinations (“ASC 805”), with TKO OpCo, the legal acquiree, treated as the accounting acquirer. Based on this determination, the Company has allocated the preliminary purchase price to the fair value of WWE’s identifiable assets and liabilities as of the Closing Date, with the excess preliminary purchase price recorded as goodwill. The goodwill was assigned entirely to the WWE segment and is not deductible for tax purposes.

The weighted average life of finite-lived intangible assets acquired was 20.3 years, which consisted of trademarks and trade names with a weighted average life of 25.0 years, customer relationships with a weighted average life of 11.3 years and other intangible assets with a weighted average life of 3.6 years.

In connection with the Transactions, the Company incurred transaction costs of $1.2 million and $9.5 million, and $1.8 million and $14.5 million for the three and six months ended June 30, 2024 and 2023, respectively, which were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations.

Consideration Transferred

The fair value of the consideration transferred in the reverse acquisition was $8,432.1 million, which consisted of 83,161,123 shares of TKO Class A common stock valued at $8,061.8 million, Replacement Awards (as defined below) valued at $49.3 million and $321.0 million of deferred consideration which was paid on September 29, 2023 to former WWE shareholders in the form of a special dividend.

Pursuant to the Transactions, awards of WWE RSUs and PSUs outstanding immediately prior to the completion of the Transactions were converted into awards of TKO RSUs or PSUs, as applicable, on the same terms and conditions as were applicable immediately prior to the Closing Date (the “Replacement Awards”). The portion of the fair-value-based measure of the Replacement Awards that is attributable to pre-combination vesting is purchase consideration and is valued at approximately $49.3 million.

Preliminary Allocation of Purchase Price

The purchase price is allocated to the underlying WWE assets acquired and liabilities assumed based on their estimated fair values on the Closing Date, with any excess purchase price recorded as goodwill. Goodwill is primarily attributable to the synergies that are expected to arise as a result of the Transactions and other intangible assets that do not qualify for separate recognition. The purchase price allocation reflects preliminary fair value estimates, including measurement period adjustments, based on management analysis, including preliminary work performed by third-party valuation specialists. The estimated fair value of assets acquired and liabilities assumed are preliminary and subject to change as purchase price allocations are finalized, which is expected within one year of the Closing Date. The effects of measurement period adjustments made during the three and six months ended June 30, 2024 were not material to the Company’s consolidated financial statements.

Other than certain tax items which remain open pending the finalization of the Company’s 2023 tax return, the Company does not anticipate changes to the purchase price allocation. Any measurement period adjustments related to these certain tax items are expected to occur during the third quarter of 2024.

The fair value of the nonredeemable non-controlling interest of $4,521.8 million was calculated as EGH’s 51.9% ownership interest in TKO OpCo’s net assets as of September 12, 2023. TKO OpCo’s net assets differ from TKO combined net assets primarily due to the net deferred tax liabilities for which the non-controlling interest does not have economic rights.
v3.24.2.u1
REVENUE
 6 Months Ended
Jun. 30, 2024
REVENUE [Abstract]  
REVENUE 5. REVENUE

The Company derives its revenue principally from the following sources: (i) media rights and content fees associated with the distribution of content, (ii) ticket sales at live events and site fees, (iii) sponsorship and advertising sales, and (iv) consumer product licensing.

Disaggregated Revenue

The following table presents the Company’s revenue disaggregated by primary revenue sources (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

Revenue:

UFC Segment:

Media rights and content

$

250,585

$

211,709

$

465,047

$

435,771

Live events

69,152

32,405

104,429

63,795

Sponsorship

61,633

46,152

110,236

84,209

Consumer products licensing

12,988

14,919

27,636

28,140

Total UFC Segment revenue

394,358

305,185

707,348

611,915

WWE Segment:

Media rights and content

260,676

—

481,783

—

Live events

144,102

—

194,294

—

Sponsorship

24,750

—

38,565

—

Consumer products licensing

27,275

—

58,882

—

Total WWE Segment revenue

456,803

—

773,524

—

Total revenue

$

851,161

$

305,185

$

1,480,872

$

611,915

Remaining Performance Obligations

The transaction price related to the Company’s future performance obligations does not include any variable consideration related to sales or usage-based royalties. The variability related to these sales or usage-based royalties will be resolved in the periods when the licensee generates sales related to the intellectual property license.

The following table presents the aggregate amount of the transaction price allocated to remaining performance obligations for contracts greater than one year for their initial term prior to opt-out provisions with unsatisfied or partially satisfied performance obligations as of June 30, 2024 (in thousands):

Remainder of 2024

$

958,970

2025

2,174,613

2026

1,237,840

2027

1,164,830

2028

1,113,938

Thereafter

968,344

Total remaining performance obligations

$

7,618,535

Revenue from Prior Period Performance Obligations

The Company did not recognize any significant revenue from performance obligations satisfied in prior periods during the three and six months ended June 30, 2024 and 2023, respectively.

Contract Liabilities (Deferred Revenues)

The Company records deferred revenue when cash payments are received or due in advance of the Company’s performance. The Company’s deferred revenue balance primarily relates to advance payments received related to its content distribution rights agreements, consumer product licensing agreements and sponsorship arrangements, as well as memberships for the Company’s subscription services. Deferred revenue is included in the current liabilities section and in other long-term liabilities in the consolidated balance sheets.

The following table presents the Company’s deferred revenue as of June 30, 2024 and December 31, 2023 (in thousands):

As of

As of

December 31,

Foreign

June 30,

Description

2023

Additions

Deductions

Exchange

2024

Deferred revenue - current

$

118,992

$

798,174

$

(817,530)

$

(90)

$

99,545

Deferred revenue - non-current

672

2,500

(336)

—

2,836
v3.24.2.u1
SUPPLEMENTARY DATA
 6 Months Ended
Jun. 30, 2024
SUPPLEMENTARY DATA [Abstract]  
SUPPLEMENTARY DATA 6. SUPPLEMENTARY DATA

Property, Buildings and Equipment, net

Property, buildings and equipment, net consisted of the following (in thousands):

As of

June 30,

December 31,

2024

2023

Buildings and improvements

$

387,168

$

394,481

Office, computer and other equipment

134,779

126,082

Land and land improvements

50,539

80,919

Furniture and fixtures

76,727

74,862

Construction in progress

17,852

20,389

667,065

696,733

Less: accumulated depreciation

(118,960)

(88,317)

Total Property, buildings and equipment, net

$

548,105

$

608,416

Depreciation expense for property, buildings and equipment totaled $17.0 million and $3.4 million, and $37.3 million and $6.8 million for the three and six months ended June 30, 2024 and 2023, respectively.

During the second quarter of 2024, the Company reclassified cost and accumulated depreciation of $53.4 million and $5.6 million, respectively, related to property, buildings and equipment associated with the previous WWE media production center in Stamford, Connecticut as held for sale, as the Company moved media production to the new WWE headquarters. During the three and six months ended June 30, 2024, the Company recognized an impairment charge of $24.3 million within the WWE segment as a result of reducing the carrying value of assets held for sale to their fair value less cost to sell, which is included as a component of selling, general and administrative expenses within the Company’s consolidated statements of operations. Assets held for sale of $31.0 million are included as a component of other current assets within our consolidated balance sheet as of June 30, 2024. These assets held for sale are being marketed for sale and it is the Company’s intention to complete the sale of these assets within the next twelve months.

Allowance for Doubtful Accounts

The changes in the allowance for doubtful accounts are as follows (in thousands):

As of

Charged to

As of

December 31,

Costs and

Foreign

June 30,

2023

Expenses

Deductions

Exchange

2024

Six Months Ended June 30, 2024

$

1,093

$

1,366

$

(314)

$

—

$

2,145

Film and Television Content Costs

The following table presents the Company’s unamortized content costs, which are included as a component of other assets in the consolidated balance sheets (in thousands):

Predominantly Monetized Individually

Predominantly Monetized as a Film Group

As of

As of

June 30,

December 31,

June 30,

December 31,

2024

2023

2024

2023

Licensed and acquired program rights

$

—

$

—

$

23,166

$

21,413

Produced programming:

In release

423

1,410

1,675

2,049

Completed but not released

1

2,045

—

—

In production

667

1,350

984

819

In development

8

—

—

—

Total film and television costs

$

1,099

$

4,805

$

25,825

$

24,281

As of June 30, 2024, substantially all of the “in release” and “completed but not released” content costs that are monetized individually are estimated to be amortized over the next 12 months.

As of June 30, 2024, substantially all of the “licensed and acquired program rights” and “in release” content costs monetized as a film group are estimated to be amortized over the next three years.

Amortization and impairment of content costs, which are included as a component of direct operating costs in the consolidated statement of operations, consisted of the following (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

Content production amortization expense - assets monetized individually

$

1,477

$

—

$

4,701

$

—

Content production amortization expense - assets monetized as a film group

5,361

4,046

9,865

7,960

Content production impairment charges (1)

—

—

—

—

Total amortization and impairment of content costs

$

6,838

$

4,046

$

14,566

$

7,960

(1)Unamortized content costs are evaluated for impairment whenever events or changes in circumstances indicate that the fair value of a film predominantly monetized on its own or a film group may be less than its amortized costs. If conditions indicate a potential impairment, and the estimated future cash flows are not sufficient to recover the unamortized costs, the asset is written down to fair value. In addition, if we determine that content will not likely air, we will expense the remaining unamortized costs.

   

Other current assets

The following is a summary of other current assets (in thousands):

As of

June 30,

December 31,

2024

2023

Prepaid taxes

$

64,377

$

57,885

Assets held for sale

31,000

7,500

Amounts due from the Group (Note 20)

30,808

11,599

Prepaid event and production-related costs

25,955

15,382

Prepaid insurance

3,789

8,145

Other

20,990

20,644

Total

$

176,919

$

121,155

Accrued Liabilities

The following is a summary of accrued liabilities (in thousands):

As of

June 30,

December 31,

2024

2023

Legal settlements (Note 17)

$

335,000

$

—

Event and production-related costs

69,901

51,015

Payroll-related costs

63,268

100,982

Interest

41,032

41,634

Legal and professional fees

21,198

18,730

Accrued capital expenditures

13,594

29,550

Other

27,148

25,452

Total

$

571,141

$

267,363
v3.24.2.u1
GOODWILL AND INTANGIBLE ASSETS
 6 Months Ended
Jun. 30, 2024
GOODWILL AND INTANGIBLE ASSETS [Abstract]  
GOODWILL AND INTANGIBLE ASSETS 7. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in the carrying value of Goodwill are as follows (in thousands):

UFC (1)

WWE (2)

Total

Balance — December 31, 2023

$

2,602,639

$

5,063,846

$

7,666,485

Foreign exchange and other

—

(1,205)

(1,205)

Balance — June 30, 2024

$

2,602,639

$

5,062,641

$

7,665,280

(1)Reflects goodwill resulting from the Company’s election to apply pushdown accounting to reflect EGH’s new basis of accounting in the UFC’s assets and liabilities, including goodwill, which occurred during 2016.

(2)Based on preliminary fair values acquired through the business acquisition of WWE. See Note 4, Acquisition of WWE, for further information.

There were no dispositions or impairments to goodwill during the three and six months ended June 30, 2024 and 2023.

Intangible Assets, net

The following table summarizes information relating to the Company’s identifiable intangible assets as of June 30, 2024 (in thousands):

Weighted Average

Estimated Useful Life

Accumulated

(in years)

Gross Amount

Amortization

Carrying Value

Trademarks and trade names

22.8

$

2,891,826

$

(377,999)

$

2,513,827

Customer relationships

5.4

1,255,010

(469,398)

785,612

Other (1)

3.4

145,966

(43,514)

102,452

Total intangible assets

$

4,292,802

$

(890,911)

$

3,401,891

(1)Other intangible assets as of June 30, 2024 primarily consisted of talent roster, internally developed software and content library assets acquired through the business combination with WWE in September 2023. See Note 4, Acquisition of WWE, for further information.

The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2023 (in thousands):

Weighted Average

Estimated Useful Life

Accumulated

(in years)

Gross Amount

Amortization

Carrying Value

Trademarks and trade names

22.8

$

2,891,826

$

(314,685)

$

2,577,141

Customer relationships

5.5

1,254,210

(388,640)

865,570

Other (1)

3.4

145,438

(24,486)

120,952

Total intangible assets

$

4,291,474

$

(727,811)

$

3,563,663

(1)Other intangible assets as of December 31, 2023 primarily consisted of talent roster, internally developed software and content library assets acquired through the business combination with WWE in September 2023. See Note 4, Acquisition of WWE, for further information.

Amortization of intangible assets was $81.5 million and $11.7 million, and $163.1 million and $23.4 million, during the three and six months ended June 30, 2024 and 2023, respectively, which is recognized within depreciation and amortization in the consolidated statements of operations.
v3.24.2.u1
INVESTMENTS
 6 Months Ended
Jun. 30, 2024
INVESTMENTS [Abstract]  
INVESTMENTS 8. INVESTMENTS

The following is a summary of the Company’s investments (in thousands):

As of

June 30,

December 31,

2024

2023

Equity method investments

$

3,371

$

3,775

Nonmarketable equity investments without readily determinable fair values

12,585

12,617

Total investment securities

$

15,956

$

16,392

Equity Method Investments

The Company has an approximately 7% ownership stake in Monkey Spirit, LLC, which owns the IP license to distribute Howler Head branded products and beverages. The Company recognized equity losses of $0.1 million and $0.7 million, and $0.4 million and $0.9 million for the three and six months ended June 30, 2024 and 2023, respectively, and the investment balance was $2.9 million and $3.3 million as of June 30, 2024 and December 31, 2023, respectively.

The Company recognized equity earnings of $0.3 million and equity losses of less than $0.1 million, and equity earnings of $0.6 million and equity losses of $0.1 million, for the three and six months ended June 30, 2024 and 2023, respectively, from another equity method investment, which had a balance of $0.4 million and $0.5 million as of June 30, 2024 and December 31, 2023, respectively. During the three and six months ended June 30, 2024, the Company received distributions of $0.4 million and $0.7 million from this equity method investment, respectively.

Nonmarketable Equity Investments Without Readily Determinable Fair Values

As of June 30, 2024 and December 31, 2023, the Company held various investments in nonmarketable equity instruments of private companies.

The Company did not record any impairment charges on these investments during the three and six months ended June 30, 2024 and 2023. In addition, there were no observable price change events that were completed during the three and six months ended June 30, 2024 and 2023.

The fair value measurements of the Company’s equity investments and nonmarketable equity investments without readily determinable fair values are classified within Level 3 as significant unobservable inputs are used as part of the determination of fair value. Significant unobservable inputs may include variables such as near-term prospects of the investees, recent financing activities of the investees, and the investees' capital structure, as well as other economic variables, which reflect assumptions market participants would use in pricing these assets. For equity investments without readily determinable fair values, the Company has elected to use the measurement alternative to fair value that will allow these investments to be recorded at cost, less impairment, and adjusted for subsequent observable price changes.
v3.24.2.u1
DEBT
 6 Months Ended
Jun. 30, 2024
DEBT [Abstract]  
DEBT 9. DEBT

The following is a summary of the Company’s outstanding debt (in thousands):

As of

June 30,

December 31,

2024

2023

First Lien Term Loan (due April 2026)

$

2,713,266

$

2,728,766

Secured Commercial Loans

31,067

31,867

Total principal

2,744,333

2,760,633

Unamortized discount

(6,623)

(8,367)

Unamortized debt issuance cost

(12,643)

(15,951)

Total debt

2,725,067

2,736,315

Less: Current portion of long-term debt

(22,247)

(22,367)

Total long-term debt

$

2,702,820

$

2,713,948

First Lien Term Loan (due April 2026)

As of June 30, 2024 and December 31, 2023, the Company had $2.7 billion and $2.7 billion, respectively, outstanding under a credit agreement dated August 18, 2016 (as amended and/or restated, the “Credit Agreement”), by and among Zuffa Guarantor, LLC, UFC Holdings, LLC, as borrower, the lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent, which was entered into in connection with the acquisition of Zuffa by EGH in 2016. The facilities under the Credit Agreement consist of (i) a first lien secured term loan (the “First Lien Term Loan”) and (ii) a secured revolving credit facility in an aggregate principal amount of $205.0 million, letters of credit in an aggregate face amount not in excess of $40.0 million and swingline loans in an aggregate principal amount not in excess of $15.0 million (collectively, the “Revolving Credit Facility”, and, together with the First Lien Term Loan, the “Credit Facilities”). The Credit Facilities are secured by liens on substantially all of the assets of Zuffa Guarantor, LLC, UFC Holdings, LLC and certain subsidiaries thereof. In May 2024, the Company entered into an amendment to the Credit Agreement, which extended the Revolving Credit Facility’s maturity by twelve months to October 29, 2025.

Payments under the First Lien Term Loan include 1% principal amortization that is payable in equal quarterly installments, with any remaining balance payable on the final maturity date of April 29, 2026. In June 2023, the Company amended the terms of the First Lien Term Loan to replace the adjusted LIBOR reference rate with Term Secured Overnight Financing Rate (“SOFR”) and provide for a credit spread adjustment (as defined in the Credit Agreement). The First Lien Term Loan accrues interest at an annual interest rate of adjusted SOFR plus 2.75-3.00%, which totaled 8.34% as of June 30, 2024.

In April 2024, the Company borrowed $150.0 million under its Revolving Credit Facility to fund certain share repurchases that occurred during the second quarter of 2024, as discussed in Note 11, Stockholders’ Equity. In June 2024, the Company fully repaid the $150.0 million outstanding. As of June 30, 2024 and December 31, 2023, there was no outstanding balance under the Revolving Credit Facility.

The Credit Facilities contain a financial covenant that requires the Company to maintain a First Lien Leverage Ratio of Consolidated First Lien Debt to Consolidated EBITDA as defined in the Credit Agreement of no more than 6.5-to-1. The Company is only required to meet the First Lien Leverage Ratio if the sum of outstanding borrowings under the Revolving Credit Facility plus outstanding letters of credit exceeding $10.0 million that are not cash collateralized exceeds thirty-five percent of the capacity of the Revolving Credit Facility as measured on a quarterly basis, as defined in the Credit Agreement. This covenant did not apply as of June 30, 2024 and December 31, 2023, as the Company had no borrowings outstanding under the Revolving Credit Facility.

The Company had $10.0 million of outstanding letters of credit as of June 30, 2024, and no outstanding letters of credit as of December 31, 2023.

The Credit Facilities restrict the ability of certain subsidiaries of the Company to make distributions and other payments to the Company. These restrictions include exceptions for, among other things, (1) amounts necessary to make tax payments, (2) a limited annual amount for employee equity repurchases, (3) distributions required to fund certain parent entities, (4) other specific allowable situations and (5) a general restricted payment basket, which generally provides for no restrictions as long as the Total Leverage Ratio (as defined in the Credit Agreement) is less than 5.0x.

The estimated fair values of the Company’s First Lien Term Loan are based on quoted market values for the debt. As of June 30, 2024 and December 31, 2023, the face amount of the Company’s First Lien Term Loan approximates its fair value.

Secured Commercial Loans

As of June 30, 2024 and December 31, 2023, the Company had $31.1 million and $31.9 million, respectively, of secured loans outstanding, which were entered into in October 2018 in order to finance the purchase of a building and its adjacent land (the “Secured Commercial Loans”). The Secured Commercial Loans have identical terms except one of the Loan Agreements is secured by a deed of trust for the UFC’s headquarters building located at 6650 S. Torrey Pines Drive, Las Vegas, Nevada and underlying land and the other Loan Agreement is secured by a deed of trust for a building located at 6650 El Camino Road, Las Vegas, Nevada and its adjacent land. In May 2023, the parties amended the terms of the Secured Commercial Loans to replace the adjusted LIBOR reference rate with SOFR and bear interest at a rate of SOFR plus 1.70%. Principal amortization of 4% is payable in monthly installments with any remaining balance payable on the final maturity date of November 1, 2028.

The Secured Commercial Loans contain a financial covenant that requires the Company to maintain a Debt Service Coverage Ratio of consolidated debt to Adjusted EBITDA as defined in the applicable loan agreements of no more than 1.15-to-1 as measured on an annual basis. As of June 30, 2024 and December 31, 2023, the Company was in compliance with its financial debt covenant under the Secured Commercial Loans.
v3.24.2.u1
FINANCIAL INSTRUMENTS
 6 Months Ended
Jun. 30, 2024
FINANCIAL INSTRUMENTS [Abstract]  
FINANCIAL INSTRUMENTS 10. FINANCIAL INSTRUMENTS

In October 2018, in connection with the Secured Commercial Loans, the Company entered into a swap for $40.0 million notional effective November 1, 2018 with a termination date of November 1, 2028. The swap required the Company to pay a fixed rate of 4.99% and receive the total of LIBOR + 1.62%, which totaled 3.97% as of December 31, 2018. The Company entered into this swap to hedge certain of its interest rate risks on its variable rate debt. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. The Company has designated the interest rate swap as a cash flow hedge, and all changes in fair value are recognized in other comprehensive income (loss) until the hedged interest payments affect earnings.

In May 2023, the Company amended its Secured Commercial Loans and associated interest rate swap to replace the LIBOR reference rate with Term SOFR. The swap requires the Company to pay a fixed rate of 4.99% and receive the total of SOFR + 1.70%, which totaled 7.04% as of June 30, 2024.

Prior to the May 2023 amendment the fair value of the swap was based on commonly quoted monthly LIBOR rates. Subsequent to this amendment, the fair value of the swap is based on commonly quoted monthly Term SOFR rates. Both the LIBOR and Term SOFR reference rates are considered observable inputs representing a Level 2 measurement within the fair value hierarchy. The fair value of the swap was $0.9 million and $0.3 million as of June 30, 2024 and December 31, 2023, respectively, and was included in other assets in the consolidated balance sheets. The total change in fair value of the swap’s asset position included in accumulated other comprehensive income (loss) was an increase of less than $0.1 million and a decrease of $0.3 million, and an increase of $0.6 million and $0.2 million for the three and six months ended June 30, 2024 and 2023, respectively. The Company reclassified $0.1 million and $0.1 million, and $0.2 million and $0.2 million during the three and six months ended June 30, 2024 and 2023, respectively, representing the amortization of the cash flow hedge fair value to net income.
v3.24.2.u1
STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2024
STOCKHOLDERS’ EQUITY [Abstract]  
STOCKHOLDERS’ EQUITY 11. STOCKHOLDERS’ EQUITY

Endeavor Share Purchase

On April 4, 2024, WME IMG, LLC (“WME IMG”), an indirect subsidiary of Endeavor, entered into a stock purchase agreement with Vincent K. McMahon, pursuant to which WME IMG agreed to purchase 1,642,970 shares of TKO Class A common stock held by Mr. McMahon at a per share price of $89.01 for an aggregate of $146.2 million. These shares of TKO Class A common stock purchased by WME IMG are included in the calculation of Endeavor’s total voting interest in TKO.

Share Repurchase

On April 7, 2024, the Company entered into a stock purchase agreement with Mr. McMahon, pursuant to which the Company agreed to purchase 1,853,724 shares of TKO Class A common stock held by Mr. McMahon at a per share price of $89.01 for an aggregate of $165.0 million (the “Share Repurchase”). The Company funded the Share Repurchase with approximately $150.0 million of borrowings under the Revolving Credit Facility and with cash on hand. All shares repurchased have been retired.

As of June 30, 2024, the Company owned 47.4% of TKO OpCo and EGH and its subsidiaries owned 52.6% of TKO Opco.

As of June 30, 2024, EGH and its subsidiaries collectively controlled 53.6% of the voting interests in TKO through their ownership of both Class A common stock and Class B common stock.
v3.24.2.u1
NON-CONTROLLING INTERESTS
 6 Months Ended
Jun. 30, 2024
NON-CONTROLLING INTERESTS [Abstract]  
NON-CONTROLLING INTERESTS 12. NON-CONTROLLING INTERESTS

Nonredeemable Non-Controlling Interest in TKO OpCo

In connection with the business acquisition of WWE described in Note 4, Acquisition of WWE, on September 12, 2023, the Company became the sole managing member of TKO OpCo and, as a result, consolidates the financial results of TKO OpCo. The Company reports a non-controlling interest representing the economic interest in TKO OpCo held by the other members of TKO OpCo. TKO OpCo’s operating agreement provides that holders of membership interests in TKO OpCo (“Common Units”) may, from time to time, require TKO OpCo to redeem all or a portion of their Common Units (and an equal number of shares of TKO Class B common stock) for cash or, at the Company’s option, for shares of TKO Class A common stock on a one-for-one basis. In connection with any redemption or exchange, the Company will receive a corresponding number of Common Units, increasing the total ownership interest in TKO OpCo. Changes in the ownership interest in TKO OpCo while the Company retains its controlling interest in TKO OpCo will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Common Units in TKO OpCo by the other members of TKO OpCo will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.

Redeemable Non-Controlling Interest in the UFC

In July 2018, the Company received an investment of $9.7 million by third parties (the “Russia Co-Investors”) in a newly formed subsidiary of the Company (the “Russia Subsidiary”) that was formed to expand the Company’s existing UFC business in Russia and certain other countries in the Commonwealth of Independent States. The terms of this investment provide the Russia Co-Investors with a put option to sell their ownership in the Russia Subsidiary five years and six months after the consummation of the investment. The purchase price of the put option is the greater of the total investment amount, defined as the Russia Co-Investors’ cash contributions less cash distributions, or fair value. As of June 30, 2024 and December 31, 2023, the estimated redemption value was $11.2 million.

The changes in carrying value of the redeemable non-controlling interest for the six months ended June 30, 2024 were as follows (in thousands):

Balance — December 31, 2023

$

11,594

Net income attributable to non-controlling interest holders

1,485

Balance — June 30, 2024

$

13,079
v3.24.2.u1
EQUITY-BASED COMPENSATION
 6 Months Ended
Jun. 30, 2024
EQUITY-BASED COMPENSATION [Abstract]  
EQUITY-BASED COMPENSATION 13. EQUITY-BASED COMPENSATION

Equity-based compensation expense, which is included within direct operating costs and selling, general and administrative expenses on the Company’s consolidated statements of operations, consisted of the following (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

EGH 2021 Plan

$

1,850

$

5,789

$

4,640

$

11,584

Replacement Awards under WWE 2016 Plan

7,164

—

15,786

—

TKO 2023 Plan

15,353

—

34,166

—

Equity-based compensation expense

$

24,367

$

5,789

$

54,592

$

11,584

EGH 2021 Plan

The terms of each award, including vesting and forfeiture, are determined by the administrator of the EGH 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two- to five-year period; (b) market-based vesting conditions at graduated levels upon the Company’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both.

The following table summarizes the RSU award activity under the EGH 2021 Plan for the six months ended June 30, 2024:

Time Vested RSUs

Market / Market and Time
‎Vested RSUs

Units

Weighted-
‎ Average
‎Grant-Date
‎Fair Value

Units

Weighted-
‎ Average
‎Grant-Date
‎Fair Value

Outstanding at January 1, 2024

605,610

$

25.74

5,115

$

24.65

Granted

—

$

—

—

$

—

Released

(377,919)

$

25.81

—

$

—

Forfeited

(893)

$

21.73

—

$

—

Outstanding at June 30, 2024

226,798

$

25.64

5,115

$

24.65

The following table summarizes the stock option award activity under the EGH 2021 Plan for the six months ended June 30, 2024:

Stock Options

Units

Weighted-Average
‎Exercise Price

Outstanding at January 1, 2024

286,836

$

26.04

Granted

—

$

—

Exercised

—

$

—

Forfeited or expired

—

$

—

Outstanding at June 30, 2024

286,836

$

26.04

Vested and exercisable at June 30, 2024

258,064

$

25.51

Replacement Awards

The following table summarizes the RSU award activity under the WWE 2016 Plan for the six months ended June 30, 2024:

Time Vested RSUs

Units

Weighted-

Average

Grant-Date

Fair Value

Outstanding at January 1, 2024

701,090

$

100.65

Vested

(54,931)

$

100.65

Forfeited

(183,937)

$

100.65

Outstanding at June 30, 2024

462,222

$

100.65

The following table summarizes the PSU award activity under the WWE 2016 Plan for the six months ended June 30, 2024:

Time Vested PSUs

Units

Weighted-
‎ Average
‎Grant-Date
‎Fair Value

Outstanding at January 1, 2024

327,403

$

93.84

Vested

(14,416)

$

100.65

Forfeited

(6,012)

$

100.65

Outstanding at June 30, 2024

306,975

$

103.45

TKO 2023 Plan

The terms of each award, including vesting and forfeiture, are determined by the administrator of the TKO 2023 Plan. Key grant terms include time-based vesting over a six-month to four-year period.

In January 2024, WWE entered into an Independent Services Contractor and Merchandising Agreement (the “DJ Services Agreement”) with Dwayne Johnson, a member of the Company’s board of directors, pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. See Note 20, Related Party Transactions, for further discussion. As consideration for Mr. Johnson’s services provided under the DJ Services Agreement, the Company granted Mr. Johnson RSUs for an aggregate value of

$30.0 million. During the three and six months ended June 30, 2024, the Company recorded equity-based compensation expenses of approximately $6.7 million and $15.7 million, respectively, associated with these RSUs, which are included within direct operating costs in the Company’s consolidated statement of operations. The units associated with these awards are included in the table below.

The following table summarizes the RSU award activity under the TKO 2023 Plan for the six months ended June 30, 2024:

Time Vested RSUs

Units

Weighted-

Average

Grant-Date

Fair Value

Outstanding at January 1, 2024

935,536

$

91.23

Granted

1,006,878

$

80.44

Vested

(205,299)

$

78.82

Forfeited

(23,066)

$

86.13

Outstanding at June 30, 2024

1,714,049

$

86.45
v3.24.2.u1
EARNINGS PER SHARE
 6 Months Ended
Jun. 30, 2024
EARNINGS PER SHARE [Abstract]  
EARNINGS PER SHARE 14. EARNINGS PER SHARE

Basic earnings per share is calculated utilizing net income (loss) available to common stockholders of the Company during the three and six months ended June 30, 2024, divided by the weighted average number of shares of TKO Class A common stock outstanding during the same period. Diluted earnings per share is calculated by dividing the net income (loss) available to common stockholders by the diluted weighted average shares outstanding during the same period. The Company’s outstanding equity-based compensation awards under its equity-based compensation arrangements (refer to Note 13, Equity-based Compensation) were anti-dilutive during the six months ended June 30, 2024.

The following table presents the computation of basic and diluted net earnings (loss) per share and weighted average number of shares of the Company’s common stock outstanding for the periods presented (dollars in thousands, except share and per share data):

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2024

Numerator

Net income (loss) attributable to TKO Group Holdings, Inc.

$

59,107

$

(44,733)

Denominator

Weighted average Class A Common Shares outstanding - Basic

80,884,513

81,618,084

Effect of dilutive securities:

Additional shares from RSUs and PSUs, as calculated using the treasury stock method

966,875

—

Weighted average number of shares used in computing diluted earnings (loss) per share

81,851,388

81,618,084

Basic earnings (loss) per share

$

0.73

$

(0.55)

Diluted earnings (loss) per share

$

0.72

$

(0.55)

Securities that are anti-dilutive this period

Unvested RSUs

—

2,176,271

Unvested PSUs

—

306,975

TKO Class B Common Shares

89,616,891

89,616,891
v3.24.2.u1
INCOME TAXES
 6 Months Ended
Jun. 30, 2024
INCOME TAXES [Abstract]  
INCOME TAXES 15. INCOME TAXES

TKO Group Holdings, Inc. was incorporated as a Delaware corporation in March 2023. As the sole managing member of TKO OpCo, TKO Group Holdings, Inc. operates and controls all the business and affairs of UFC and WWE. TKO Group Holdings, Inc. is subject to corporate income taxes on its share of taxable income of TKO OpCo. TKO OpCo is treated as a partnership for U.S. federal income tax purposes and is therefore generally not subject to U.S. corporate income tax, other than entity-level income taxes in certain U.S. state and local jurisdictions. TKO OpCo’s foreign subsidiaries are subject to entity-level taxes, and TKO OpCo’s U.S. subsidiaries are subject to foreign withholding taxes on sales in certain foreign jurisdictions which are included as a component of foreign current taxes.

As discussed in Note 4, Acquisition of WWE, the Transactions are accounted for as a reverse acquisition of WWE using the acquisition method of accounting in accordance with ASC 805. As a result, TKO recorded a fair value step-up on the acquired WWE net assets in the amount of $3.3 billion and deferred tax liabilities in the amount of $379.8 million, all of which was recorded through goodwill as of the Closing Date.

In accordance with ASC 740, each interim period is considered integral to the annual period and tax expense is generally determined using an estimate of the annual effective income tax rate ("AETR"). The Company records income tax expense each quarter using the estimated AETR to provide for income taxes on a current year-to-date basis, adjusted for discrete items that are noted in the relevant period. During the six months ended June 30, 2024, the Company treated the legal settlement related to UFC antitrust lawsuits of $335.0 million, as described in Note 17, Commitments and Contingencies, discretely. In accordance with the authoritative guidance for accounting for income taxes in interim periods, the Company computed its income tax provision for the three and six months ended June 30, 2024 and 2023, respectively, adjusted for discrete items as noted.

The provision for income taxes for the three months ended June 30, 2024 and 2023 was $39.6 million and $2.9 million, respectively, based on pretax income of $190.0 million and $85.4 million, respectively. The effective tax rate was 20.8% and 3.4% for the three months ended June 30, 2024 and 2023, respectively. The provision for income taxes for the six months ended June 30, 2024 and 2023 was $14.1 million and $6.5 million, respectively, based on pretax loss of $85.1 million and pretax income of $177.3 million, respectively. The effective tax rate was 16.6% and 3.7% for the six months ended June 30, 2024 and 2023, respectively. The tax provision for the three and six months ended June 30, 2024 differs from tax expense in the same period in 2023 primarily due to the new corporate structure as a result of the Transactions and the legal settlement related to UFC antitrust lawsuits of $335.0 million that resulted in a $39.2 million discrete tax benefit recognized during the six months ended June 30, 2024. Any tax balances reflected on the Company’s consolidated balance sheets as of June 30, 2024 will be adjusted accordingly to reflect the actual financial results for the year ending December 31, 2024.

The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to state and local income taxes, non-controlling interest, withholding taxes in foreign jurisdictions that are not based on net income, and increased income subject to tax in foreign jurisdictions which differ from the U.S. federal statutory income tax rate.

As of June 30, 2024 and December 31, 2023, the Company had unrecognized tax benefits of $6.4 million and $5.5 million, respectively, for which the Company is unable to make a reasonable and reliable estimate of the period in which these liabilities will be settled with the respective tax authorities.

The Company records valuation allowances against its net deferred tax assets when it is more likely than not that all, or a portion, of a deferred tax asset will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing the likelihood that its deferred tax assets will be recovered based on all available positive and negative evidence, including historical results, reversals of deferred tax liabilities, estimates of future taxable income, tax planning strategies and results of operations.

Other Matters

On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 ("IRA"). The IRA, in addition to other provisions, creates a 15% corporate alternative minimum tax ("CAMT") on adjusted financial statement income for applicable corporations. The CAMT is effective for tax years beginning after December 31, 2022. For the three and six months ended June 30, 2024 and the year ended December 31, 2023, the Company was not subject to CAMT. The Company will continue to assess the potential tax effects of the CAMT on the Company’s consolidated financial statements.

In December 2022, the Organization for Economic Co-operation and Development ("OECD") proposed Global Anti-Base Erosion Rules, which provides for changes to numerous long-standing tax principles including the adoption of a global minimum tax rate of 15% for multinational enterprises ("GloBE rules"). Various jurisdictions have adopted or are in the process of enacting legislation to adopt GloBE rules and other countries are expected to adopt GloBE rules in the future. While changes in tax laws in the various countries in which the Company operates can negatively impact the Company’s results of operations and financial position in future

periods, the Company’s impact related to the adoption of the GloBE rules, effective January 1, 2024, was not material to the Company’s consolidated financial position.
v3.24.2.u1
RESTRUCTURING CHARGES
 6 Months Ended
Jun. 30, 2024
RESTRUCTURING CHARGES [Abstract]  
RESTRUCTURING CHARGES 16. RESTRUCTURING CHARGES

Beginning in the third quarter of 2023, the Company implemented an ongoing cost reduction program, primarily related to realizing synergy opportunities and integrating the combined operations of WWE and UFC, which resulted in the recording of termination benefits for a workforce reduction of certain employees and contract termination costs for independent contractors in the WWE segment and Corporate group. As a result, the Company recorded restructuring charges of $5.5 million and $17.1 million for the three and six months ended June 30, 2024, respectively, inclusive of $0.9 million and $3.3 million of equity-based compensation expenses, which are recorded in accrued liabilities and additional paid-in-capital on the consolidated balance sheets, respectively. These restructuring charges are recorded within direct operating costs and selling, general and administrative expenses in the consolidated statements of operations.

Changes in the Company’s restructuring liability through June 30, 2024 were as follows (in thousands):

Balance — December 31, 2023

$

9,725

Restructuring charges (excluding equity-based compensation expense)

13,804

Payments

(14,868)

Balance — June 30, 2024

$

8,661
v3.24.2.u1
COMMITMENTS AND CONTINGENCIES
 6 Months Ended
Jun. 30, 2024
COMMITMENTS AND CONTINGENCIES [Abstract]  
COMMITMENTS AND CONTINGENCIES 17. COMMITMENTS AND CONTINGENCIES

The Company is involved in legal proceedings, claims and governmental investigations arising in the normal course of business. The types of allegations that arise in connection with such legal proceedings vary in nature, but can include contract, employment, tax and intellectual property matters. The Company evaluates all cases and records liabilities for losses from legal proceedings when the Company determines that it is probable that the outcome will be unfavorable and the amount, or potential range, of loss can be reasonably estimated. While any outcome related to litigation or such governmental proceedings cannot be predicted with certainty, management believes that the outcome of these matters, except as otherwise may be discussed below, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

UFC Legal Proceedings

Five related class-action lawsuits were filed against Zuffa between December 2014 and March 2015 by a total of eleven former UFC fighters. The lawsuits, which were substantially identical, were transferred to the United States District Court for the District of Nevada and consolidated into a single action in June 2015, captioned Le et al. v. Zuffa, LLC, No. 2:15-cv-1045-RFB-BNW (D. Nev.) (the “Le” case). The lawsuit alleged that Zuffa violated Section 2 of the Sherman Act by monopsonizing an alleged market for the services of elite professional MMA athletes. The fighter plaintiffs claimed that Zuffa’s alleged conduct injured them by artificially depressing the compensation they received for their services, and they sought treble damages under the antitrust laws, as well as attorneys’ fees and costs, and, in some instances, injunctive relief. On August 9, 2023, the district court certified the lawsuit as a damages class action, encompassing the period from December 16, 2010 to June 30, 2017. The fighter plaintiffs in the Le case abandoned their claim for injunctive relief, so the only relief the fighter plaintiffs would have sought at trial was damages. On June 24, 2021, another lawsuit, Johnson et al. v. Zuffa, LLC et al., No. 2:21-cv-1189-RFB-BNW (D. Nev.) (the “Johnson” case), was filed by a putative class of former UFC fighters and covering the period from July 1, 2017 to the present and alleged substantially similar claims to the Le case and sought injunctive relief. On March 13, 2024, TKO OpCo, and certain of its affiliates, including Endeavor, reached an agreement to settle all claims asserted in both class action lawsuits (Le and Johnson) for an aggregate amount of $335.0 million payable by the Company and its subsidiaries, which was submitted to the court for preliminary approval. During the six months ended June 30, 2024, the Company recorded a charge of $335.0 million, which is included as a component of selling, general and administrative expenses in the consolidated statements of operations. On July 30, 2024, following the court’s hearings on plaintiffs’ submission to approve the settlement, the court issued an order denying the motion for preliminary approval of the settlement agreement and stated that an opinion setting forth the reasons for the denial would be issued at a later date. The court has scheduled a status conference for August 19, 2024 and a tentative trial date for Le for October 28, 2024. The Company is evaluating all of its options, including, without limitation, an appeal, and has also initiated discussions with plaintiffs’ counsel, who have expressed a willingness to engage in separate settlement discussions for the Le and Johnson cases. A motion to dismiss the complaint in Johnson remains pending and no trial date has been set.

WWE Legal Proceedings

As announced in June 2022, a Special Committee of independent members of WWE’s board of directors (the “Special Committee”) was formed to investigate alleged misconduct by WWE’s then-Chief Executive Officer, Vincent K. McMahon (the “Special Committee Investigation”). Mr. McMahon initially resigned from all positions held with WWE on July 22, 2022 but remained a stockholder with a controlling interest and served as Executive Chairman of WWE’s board of directors from January 9, 2023 through September 12, 2023, at which time Mr. McMahon became Executive Chair of the Board of Directors of the Company. Although the Special Committee investigation is complete and, in January 2024, Mr. McMahon resigned from his position as Executive Chair and member of the Company’s Board of Directors, as well as other positions, employment and otherwise, at TKO and its subsidiaries, WWE has received, and may receive in the future, regulatory, investigative and enforcement inquiries, subpoenas, demands and/or other claims and complaints arising from, related to, or in connection with these matters. On July 17, 2023, federal law enforcement agents executed a search warrant and served a federal grand jury subpoena on Mr. McMahon. No charges have been brought in these investigations. WWE has received voluntary and compulsory legal demands for documents, including from federal law enforcement and regulatory agencies, concerning the investigation and related subject matters.

On January 25, 2024, a former WWE employee filed a lawsuit against WWE, Mr. McMahon and another former WWE executive in the United States District Court for the District of Connecticut alleging, among other things, that she was sexually assaulted by Mr. McMahon and asserting claims under the Trafficking Victims Protection Act.

On November 17, 2023, a purported former stockholder of WWE, Laborers’ District Council and Contractors’ Pension Fund of Ohio (“Laborers”), filed a verified class action complaint on behalf of itself and similarly situated former WWE stockholders in the Court of Chancery of the State of Delaware (“Delaware Court”), captioned Laborers District Council and Contractors’ Pension Fund of Ohio v. McMahon, C.A. No. 2023-1166-JTL (“Laborers Action”).  On November 20, 2023, another purported former WWE stockholder, Dennis Palkon, filed a verified class action complaint on behalf of himself and similarly situated former WWE stockholders in the Delaware Court, captioned Palkon v. McMahon, C.A. No. 2023-1175-JTL (“Palkon Action”). The Laborers and Palkon Actions allege breach of fiduciary duty claims against former WWE directors Vincent K. McMahon, Nick Khan, Paul Levesque, George A. Barrios, Steve Koonin, Michelle D. Wilson, and Frank A. Riddick III (collectively, the “Individual Defendants”), arising out of the Transactions. On April 24, 2024, the City of Pontiac Reestablished General Employees’ Retirement System (“Pontiac”), a purported former stockholder of WWE, filed another verified class action complaint on behalf of itself and similarly situated former WWE stockholders in the Delaware Court captioned City of Pontiac Reestablished General Employees’ Retirement System v. McMahon, C.A. No. 2024-0432 (“Pontiac Action”). The Pontiac Action similarly alleges breach of fiduciary duty claims against the Individual Defendants, and adds claims against WWE and TKO for denying stockholders their appraisal rights under DGCL § 262, as well as claims against EGH for aiding and abetting the alleged breaches of fiduciary duties and for civil conspiracy to violate DGCL § 262. On May 2, 2024, the Court entered an order consolidating the Laborers, Palkon and Pontiac actions under the caption In re World Wrestling Entertainment, Inc. Merger Litigation, C.A. No. 2023-1166-JTL (“Consolidated Action”). The Consolidated Action is in the early stages, and the parties agreed that TKO, WWE and EGH will not be required to respond to the complaints until a lead plaintiff is appointed and the lead plaintiff designates an operative pleading.
v3.24.2.u1
SEGMENT INFORMATION
 6 Months Ended
Jun. 30, 2024
SEGMENT INFORMATION [Abstract]  
SEGMENT INFORMATION 18. SEGMENT INFORMATION

Prior to the acquisition of WWE, the Company operated as a single reportable segment. Subsequent to the acquisition of WWE and effective September 12, 2023, the Company identified two reportable segments: UFC and WWE, to align with how the Company’s chief operating decision maker (the “CODM”), the Chief Executive Officer, manages the businesses, evaluates financial results, and makes key operating decisions. The UFC segment consists entirely of the operations of the Company’s UFC business which was the sole reportable segment prior to the acquisition of WWE, while the WWE segment consists entirely of the operations of the WWE business acquired on September 12, 2023.

The Company also reports the results for the “Corporate” group. The Corporate group reflects operations not allocated to the UFC or WWE segments and primarily consists of general and administrative expenses. These expenses relate largely to corporate activities, including information technology, facilities, legal, human resources, finance, accounting, treasury, investor relations, corporate communications, community relations and compensation to TKO’s management and board of directors, which support both reportable segments. Corporate expenses also include service fees paid by the Company to Endeavor related to certain corporate activities as well as certain revenue generating activities under the Services Agreement.

All prior period amounts related to the segment change have been retrospectively reclassified to conform to the new presentation.

The profitability measure employed by the Company’s CODM for allocating resources and assessing operating performance is Adjusted EBITDA. The Company defines Adjusted EBITDA as net income, excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger and acquisition costs, certain legal costs, restructuring, severance and impairment charges, and certain other items when applicable. Adjusted EBITDA includes amortization expenses directly related to supporting the

operations of the Company’s segments, including content production asset amortization. The Company believes the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view the Company’s segment performance in the same manner as the Company’s CODM to evaluate segment performance and make decisions about allocating resources. Additionally, the Company believes that Adjusted EBITDA is a primary measure used by media investors, analysts and peers for comparative purposes.

The Company does not disclose assets by segment information. The Company does not provide assets by segment information to the Company’s CODM, as that information is not typically used in the determination of resource allocation and assessing business performance of each reportable segment. A significant portion of the Company’s assets following the Transactions are comprised of goodwill and intangible assets arising from the Transactions.

The following tables present summarized financial information for each of the Company’s reportable segments (in thousands):

Revenue

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

UFC

$

394,358

$

305,185

$

707,348

$

611,915

WWE

456,803

—

773,524

—

Total consolidated revenue

$

851,161

$

305,185

$

1,480,872

$

611,915

Reconciliation of segment profitability

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

UFC

$

231,897

$

188,200

$

426,980

$

374,457

WWE

251,312

—

391,525

—

Corporate

(62,246)

(14,642)

(115,382)

(28,291)

Total Adjusted EBITDA

420,963

173,558

703,123

346,166

Reconciling items:

Equity (earnings) losses of affiliates

(273)

717

(323)

980

Interest expense, net

(65,758)

(57,895)

(130,224)

(111,803)

Depreciation and amortization

(103,819)

(15,050)

(210,980)

(30,202)

Equity-based compensation expense

(24,367)

(5,789)

(54,592)

(11,584)

Merger and acquisition costs

(2,405)

(9,520)

(2,925)

(14,935)

Certain legal costs (1)

(5,992)

(46)

(351,191)

(488)

Restructuring, severance and impairment

(28,874)

—

(38,109)

—

Other adjustments

490

(535)

104

(851)

Income (loss) before income taxes and equity (earnings) losses of affiliates

$

189,965

$

85,440

$

(85,117)

$

177,283

(1)During the six months ended June 30, 2024, certain legal costs included a legal settlement related to UFC antitrust lawsuits of $335.0 million, which is included as a component of accrued liabilities in our consolidated balance sheets as of June 30, 2024 (see Note 6, Supplementary Data).

    
v3.24.2.u1
LEASES
 6 Months Ended
Jun. 30, 2024
LEASES [Abstract]  
LEASES 19. LEASES

On May 21, 2024, the Company amended its WWE global headquarters lease to reduce the leased space by approximately 20,025 rentable square feet. The lease reduction will result in rental savings of approximately $13.9 million over the remainder of the initial 15-year base term. The lease amendment requires a partial termination fee of approximately $2.2 million to be paid in installments through November 15, 2025. No other material changes were made to the existing lease terms. The lease amendment was accounted for as a lease modification, which resulted in a reduction to the Company’s finance lease liability and finance lease right-of-use asset of $21.4 million and $20.8 million, respectively, and a gain on the partial termination of $0.6 million recorded as a component of other income (expense), net, within the Company’s consolidated statement of operations for the three and six months ended June 30, 2024.
v3.24.2.u1
RELATED PARTY TRANSACTIONS
 6 Months Ended
Jun. 30, 2024
RELATED PARTY TRANSACTIONS [Abstract]  
RELATED PARTY TRANSACTIONS 20. RELATED PARTY TRANSACTIONS

EGH and its subsidiaries

EGH and its subsidiaries (collectively, the “Group”), which collectively own approximately 53.6% of the voting interest in TKO as of June 30, 2024, provide various services to the Company and, upon consummation of the Transactions, such services are provided pursuant to the Services Agreement. Revenue and expenses associated with such services are as follows (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

Event and other licensing revenues earned from the Group

$

12,817

$

3,035

$

18,719

$

6,455

Expenses incurred with the Group included in direct operating costs (1)

8,392

3,888

13,241

8,304

Expenses incurred with the Group included in selling, general and administrative expenses (2)

10,590

6,400

18,041

12,752

Net expense resulting from Group transactions included within net income (loss)

$

(6,165)

$

(7,253)

$

(12,563)

$

(14,601)

(1)These expenses primarily consist of production and consulting services as well as commissions paid to the Group.

(2)These expenses primarily consist of service fees paid to the Group. The Company believes that these service fees are a reasonable allocation of costs related to representation, executive leadership, back-office and corporate functions and other services provided by the Group.

Outstanding amounts due to and from the Group were as follows (in thousands):

As of

June 30,

December 31,

Classification

2024

2023

Amounts due from the Group

Accounts receivable

$

1,448

$

—

Other current assets

30,808

11,599

Amounts due to the Group

Accrued liabilities

(334)

—

Other current liabilities

(7,286)

(5,473)

The Company also reimburses the Group for third party costs they incur on the Company’s behalf. The Company reimbursed $4.4 million and $5.4 million of such costs during the six months ended June 30, 2024 and 2023, respectively.

Vincent McMahon

Vincent K. McMahon, who served as Executive Chair of the Company’s Board of Directors until January 26, 2024, previously controlled a significant portion of the voting power of the issued and outstanding shares of the Company’s common stock.

Mr. McMahon has agreed to make future payments to certain counterparties personally. In accordance with the SEC’s Staff Accounting Bulletin Topic 5T, Miscellaneous Accounting, Accounting for Expenses or Liabilities Paid by Principal Stockholders (“Topic 5T”), the Company concluded that these amounts should be recognized by the Company as expenses in the period in which they become probable and estimable.

As of December 31, 2023, total liabilities of $1.5 million are included within accrued expenses in our consolidated balance sheets related to future payments owed by Mr. McMahon to certain counterparties. During the six months ended June 30, 2024, Mr. McMahon made payments of $1.5 million associated with these liabilities to certain counterparties directly. Since these liabilities existed when Mr. McMahon controlled a significant portion of the voting power of the Company’s common stock, these payments are considered non-cash capital contributions and are included as principal stockholder contributions in our consolidated statements of stockholders’ equity.

In connection with and/or arising from the investigation conducted by a Special Committee of the former WWE board of directors, Mr. McMahon has agreed to reimburse the Company for additional costs incurred in connection with and/or arising from the same matters.

Dwayne Johnson

Dwayne Johnson (also known by his stage name “The Rock”) is an actor, film producer, entrepreneur and professional wrestler who has provided talent related services to WWE for decades. Mr. Johnson is represented by talent agency William Morris Endeavor,

an affiliate of TKO. On January 23, 2024, the Company’s board of directors appointed Mr. Johnson as a WWE director designee on the TKO Board.

On January 22, 2024, WWE and Mr. Johnson entered into the DJ Services Agreement, pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. WWE also entered into an IP Assignment Agreement with certain affiliates of Mr. Johnson, pursuant to which WWE assigned to Mr. Johnson (via one of his affiliates) “The Rock” trademark and certain related trademarks, service marks, ring names, taglines and other intellectual property assets (the “Assigned IP”).

Under the terms of the DJ Services Agreement, Mr. Johnson further agreed to license the Assigned IP and Mr. Johnson’s name, likeness and certain other intellectual property rights to WWE for use in connection with certain categories of licensed products related to professional wrestling for up to 10 years, subject to certain earlier termination rights.

As discussed in Note 13, Equity-based Compensation, as consideration for Mr. Johnson’s services pursuant to the DJ Services Agreement, and in respect of the intellectual property grants and licenses made by Mr. Johnson and his affiliates in connection therewith, Mr. Johnson received an RSU award for an aggregate value of $30.0 million. During the three and six months ended June 30, 2024, the Company recorded equity-based compensation expense of $6.7 million and $15.7 million associated with this award, respectively, which is included within direct operating costs in our consolidated statements of operations.

Mr. Johnson also receives annual royalties from WWE and will be entitled to receive royalties in connection with the sale of licensed products that utilize the Assigned IP and his name, likeness and other intellectual property rights in accordance with the DJ Services Agreement. For the three and six months ended June 30, 2024, the Company paid $0.3 million and $0.4 million, respectively, of royalties that were earned by Mr. Johnson. In addition, Mr. Johnson is entitled to reimbursement for certain travel expenses associated with delivering services under the DJ Services Agreement, of which $0.6 million and $2.5 million was incurred by the Company during the three and six months ended June 30, 2024, respectively, and is included as a component of selling, general and administrative expenses in our consolidated statements of operations. As of June 30, 2024, $0.4 million of these costs are payable to Mr. Johnson and are included as a component of accrued liabilities in our consolidated balance sheets.
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]  
Basis of Presentation Basis of Presentation

The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC for reporting interim financial information and should be read in conjunction with the Company’s consolidated financial statements and accompanying footnotes in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”). Certain information and note disclosures normally included in the annual financial statements have been condensed or omitted from these interim financial statements. The interim consolidated financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 are unaudited; however, in the opinion of management, such interim consolidated financial statements reflect all adjustments, consisting solely of normal and recurring adjustments, necessary for a fair statement of its financial position, results of operations and cash flows for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. All intercompany balances are eliminated in consolidation.

TKO is the sole managing member of TKO OpCo and maintains a controlling financial interest in TKO OpCo. As sole managing member, the Company operates and controls all of the business affairs of TKO OpCo. As a result, the Company is the primary beneficiary and thus consolidates the financial results of TKO OpCo and reports a non-controlling interest representing the economic interest in TKO OpCo held by the other members of TKO OpCo. As of June 30, 2024, the Company owned 47.4% of TKO OpCo.
Use of Estimates Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying disclosures.

Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the allowance for doubtful accounts, content cost amortization and impairment, the fair value of acquired assets and liabilities associated with acquisitions, the fair value of the Company’s reporting units and the assessment of goodwill, other intangible assets and long-lived assets for impairment, determination of useful lives of intangible assets and long-lived assets acquired, the fair value of equity-based compensation, leases, income taxes and contingencies.

Management evaluates these estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management's best judgment at a point in time and as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company's control could be material and would be reflected in the Company's consolidated financial statements in future periods.
v3.24.2.u1
RECENT ACCOUNTING PRONOUNCEMENTS (Policies)
 6 Months Ended
Jun. 30, 2024
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract]  
Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements

In August 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires that a joint venture apply a new basis of accounting upon formation. The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with an option to apply the amendments retrospectively. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532, Disclosure Update and Simplification, which was issued in 2018. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The update should be applied retrospectively to all prior periods presented in the financial statements. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that an entity annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate) as well as income taxes paid disaggregated by jurisdiction. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements – Amendments to Remove References to the Concepts Statements. This ASU amends the Accounting Standards Codification (“ASC”) to remove references to various FASB Concepts Statements to simplify the ASC and draw a distinction between authoritative and nonauthoritative literature. The amendments in this update apply to all reporting entities within the scope of the affected accounting guidance, and are effective for public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
v3.24.2.u1
REVENUE (Tables)
 6 Months Ended
Jun. 30, 2024
REVENUE [Abstract]  
Summary of Company's Revenue Disaggregated by Primary Revenue Sources

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

Revenue:

UFC Segment:

Media rights and content

$

250,585

$

211,709

$

465,047

$

435,771

Live events

69,152

32,405

104,429

63,795

Sponsorship

61,633

46,152

110,236

84,209

Consumer products licensing

12,988

14,919

27,636

28,140

Total UFC Segment revenue

394,358

305,185

707,348

611,915

WWE Segment:

Media rights and content

260,676

—

481,783

—

Live events

144,102

—

194,294

—

Sponsorship

24,750

—

38,565

—

Consumer products licensing

27,275

—

58,882

—

Total WWE Segment revenue

456,803

—

773,524

—

Total revenue

$

851,161

$

305,185

$

1,480,872

$

611,915
Summary of Remaining Performance Obligation for Contracts Greater Than One Year

Remainder of 2024

$

958,970

2025

2,174,613

2026

1,237,840

2027

1,164,830

2028

1,113,938

Thereafter

968,344

Total remaining performance obligations

$

7,618,535
Summary of Company's Deferred Revenue

As of

As of

December 31,

Foreign

June 30,

Description

2023

Additions

Deductions

Exchange

2024

Deferred revenue - current

$

118,992

$

798,174

$

(817,530)

$

(90)

$

99,545

Deferred revenue - non-current

672

2,500

(336)

—

2,836
v3.24.2.u1
SUPPLEMENTARY DATA (Tables)
 6 Months Ended
Jun. 30, 2024
SUPPLEMENTARY DATA [Abstract]  
Summary of Property and equipment

As of

June 30,

December 31,

2024

2023

Buildings and improvements

$

387,168

$

394,481

Office, computer and other equipment

134,779

126,082

Land and land improvements

50,539

80,919

Furniture and fixtures

76,727

74,862

Construction in progress

17,852

20,389

667,065

696,733

Less: accumulated depreciation

(118,960)

(88,317)

Total Property, buildings and equipment, net

$

548,105

$

608,416
Summary of Allowance for Doubtful Accounts

As of

Charged to

As of

December 31,

Costs and

Foreign

June 30,

2023

Expenses

Deductions

Exchange

2024

Six Months Ended June 30, 2024

$

1,093

$

1,366

$

(314)

$

—

$

2,145
Summary of Unamortized Content Costs

Predominantly Monetized Individually

Predominantly Monetized as a Film Group

As of

As of

June 30,

December 31,

June 30,

December 31,

2024

2023

2024

2023

Licensed and acquired program rights

$

—

$

—

$

23,166

$

21,413

Produced programming:

In release

423

1,410

1,675

2,049

Completed but not released

1

2,045

—

—

In production

667

1,350

984

819

In development

8

—

—

—

Total film and television costs

$

1,099

$

4,805

$

25,825

$

24,281
Summary of Amortization and Impairment of Content Costs

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

Content production amortization expense - assets monetized individually

$

1,477

$

—

$

4,701

$

—

Content production amortization expense - assets monetized as a film group

5,361

4,046

9,865

7,960

Content production impairment charges (1)

—

—

—

—

Total amortization and impairment of content costs

$

6,838

$

4,046

$

14,566

$

7,960

(1)Unamortized content costs are evaluated for impairment whenever events or changes in circumstances indicate that the fair value of a film predominantly monetized on its own or a film group may be less than its amortized costs. If conditions indicate a potential impairment, and the estimated future cash flows are not sufficient to recover the unamortized costs, the asset is written down to fair value. In addition, if we determine that content will not likely air, we will expense the remaining unamortized costs.

 
Summary of Other Current Assets

As of

June 30,

December 31,

2024

2023

Prepaid taxes

$

64,377

$

57,885

Assets held for sale

31,000

7,500

Amounts due from the Group (Note 20)

30,808

11,599

Prepaid event and production-related costs

25,955

15,382

Prepaid insurance

3,789

8,145

Other

20,990

20,644

Total

$

176,919

$

121,155
Summary of Accrued Liabilities

As of

June 30,

December 31,

2024

2023

Legal settlements (Note 17)

$

335,000

$

—

Event and production-related costs

69,901

51,015

Payroll-related costs

63,268

100,982

Interest

41,032

41,634

Legal and professional fees

21,198

18,730

Accrued capital expenditures

13,594

29,550

Other

27,148

25,452

Total

$

571,141

$

267,363
v3.24.2.u1
GOODWILL AND INTANGIBLE ASSETS (Tables)
 6 Months Ended
Jun. 30, 2024
GOODWILL AND INTANGIBLE ASSETS [Abstract]  
Summary of Changes in the Carrying Value of Goodwill The changes in the carrying value of Goodwill are as follows (in thousands):

UFC (1)

WWE (2)

Total

Balance — December 31, 2023

$

2,602,639

$

5,063,846

$

7,666,485

Foreign exchange and other

—

(1,205)

(1,205)

Balance — June 30, 2024

$

2,602,639

$

5,062,641

$

7,665,280

(1)Reflects goodwill resulting from the Company’s election to apply pushdown accounting to reflect EGH’s new basis of accounting in the UFC’s assets and liabilities, including goodwill, which occurred during 2016.

(2)Based on preliminary fair values acquired through the business acquisition of WWE. See Note 4, Acquisition of WWE, for further information.
Summary of Company's Identifiable Intangible Assets The following table summarizes information relating to the Company’s identifiable intangible assets as of June 30, 2024 (in thousands):

Weighted Average

Estimated Useful Life

Accumulated

(in years)

Gross Amount

Amortization

Carrying Value

Trademarks and trade names

22.8

$

2,891,826

$

(377,999)

$

2,513,827

Customer relationships

5.4

1,255,010

(469,398)

785,612

Other (1)

3.4

145,966

(43,514)

102,452

Total intangible assets

$

4,292,802

$

(890,911)

$

3,401,891

(1)Other intangible assets as of June 30, 2024 primarily consisted of talent roster, internally developed software and content library assets acquired through the business combination with WWE in September 2023. See Note 4, Acquisition of WWE, for further information.

The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2023 (in thousands):

Weighted Average

Estimated Useful Life

Accumulated

(in years)

Gross Amount

Amortization

Carrying Value

Trademarks and trade names

22.8

$

2,891,826

$

(314,685)

$

2,577,141

Customer relationships

5.5

1,254,210

(388,640)

865,570

Other (1)

3.4

145,438

(24,486)

120,952

Total intangible assets

$

4,291,474

$

(727,811)

$

3,563,663

(1)Other intangible assets as of December 31, 2023 primarily consisted of talent roster, internally developed software and content library assets acquired through the business combination with WWE in September 2023. See Note 4, Acquisition of WWE, for further information.
v3.24.2.u1
INVESTMENTS (Tables)
 6 Months Ended
Jun. 30, 2024
INVESTMENTS [Abstract]  
Summary of Company's Investments

As of

June 30,

December 31,

2024

2023

Equity method investments

$

3,371

$

3,775

Nonmarketable equity investments without readily determinable fair values

12,585

12,617

Total investment securities

$

15,956

$

16,392
v3.24.2.u1
DEBT (Tables)
 6 Months Ended
Jun. 30, 2024
DEBT [Abstract]  
Summary of Outstanding Debt

As of

June 30,

December 31,

2024

2023

First Lien Term Loan (due April 2026)

$

2,713,266

$

2,728,766

Secured Commercial Loans

31,067

31,867

Total principal

2,744,333

2,760,633

Unamortized discount

(6,623)

(8,367)

Unamortized debt issuance cost

(12,643)

(15,951)

Total debt

2,725,067

2,736,315

Less: Current portion of long-term debt

(22,247)

(22,367)

Total long-term debt

$

2,702,820

$

2,713,948
v3.24.2.u1
NON-CONTROLLING INTERESTS (Tables)
 6 Months Ended
Jun. 30, 2024
NON-CONTROLLING INTERESTS [Abstract]  
Changes in carrying value of redeemable non-controlling interest The changes in carrying value of the redeemable non-controlling interest for the six months ended June 30, 2024 were as follows (in thousands):

Balance — December 31, 2023

$

11,594

Net income attributable to non-controlling interest holders

1,485

Balance — June 30, 2024

$

13,079
v3.24.2.u1
EQUITY-BASED COMPENSATION (Tables)
 6 Months Ended
Jun. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Schedule of Equity-Based Compensation Expense

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

EGH 2021 Plan

$

1,850

$

5,789

$

4,640

$

11,584

Replacement Awards under WWE 2016 Plan

7,164

—

15,786

—

TKO 2023 Plan

15,353

—

34,166

—

Equity-based compensation expense

$

24,367

$

5,789

$

54,592

$

11,584
Replacement Awards [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of RSU Activity

Time Vested RSUs

Units

Weighted-

Average

Grant-Date

Fair Value

Outstanding at January 1, 2024

701,090

$

100.65

Vested

(54,931)

$

100.65

Forfeited

(183,937)

$

100.65

Outstanding at June 30, 2024

462,222

$

100.65
Summary of PSU Activity

Time Vested PSUs

Units

Weighted-
‎ Average
‎Grant-Date
‎Fair Value

Outstanding at January 1, 2024

327,403

$

93.84

Vested

(14,416)

$

100.65

Forfeited

(6,012)

$

100.65

Outstanding at June 30, 2024

306,975

$

103.45
EGH 2021 Plan [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of RSU Activity

Time Vested RSUs

Market / Market and Time
‎Vested RSUs

Units

Weighted-
‎ Average
‎Grant-Date
‎Fair Value

Units

Weighted-
‎ Average
‎Grant-Date
‎Fair Value

Outstanding at January 1, 2024

605,610

$

25.74

5,115

$

24.65

Granted

—

$

—

—

$

—

Released

(377,919)

$

25.81

—

$

—

Forfeited

(893)

$

21.73

—

$

—

Outstanding at June 30, 2024

226,798

$

25.64

5,115

$

24.65
Summary of Stock Option Activity

Stock Options

Units

Weighted-Average
‎Exercise Price

Outstanding at January 1, 2024

286,836

$

26.04

Granted

—

$

—

Exercised

—

$

—

Forfeited or expired

—

$

—

Outstanding at June 30, 2024

286,836

$

26.04

Vested and exercisable at June 30, 2024

258,064

$

25.51
TKO 2023 Plan [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of RSU Activity

Time Vested RSUs

Units

Weighted-

Average

Grant-Date

Fair Value

Outstanding at January 1, 2024

935,536

$

91.23

Granted

1,006,878

$

80.44

Vested

(205,299)

$

78.82

Forfeited

(23,066)

$

86.13

Outstanding at June 30, 2024

1,714,049

$

86.45
v3.24.2.u1
EARNINGS PER SHARE (Tables)
 6 Months Ended
Jun. 30, 2024
EARNINGS PER SHARE [Abstract]  
Schedule of Basic and Diluted Earnings Per Share and Weighted Average Shares Outstanding

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2024

Numerator

Net income (loss) attributable to TKO Group Holdings, Inc.

$

59,107

$

(44,733)

Denominator

Weighted average Class A Common Shares outstanding - Basic

80,884,513

81,618,084

Effect of dilutive securities:

Additional shares from RSUs and PSUs, as calculated using the treasury stock method

966,875

—

Weighted average number of shares used in computing diluted earnings (loss) per share

81,851,388

81,618,084

Basic earnings (loss) per share

$

0.73

$

(0.55)

Diluted earnings (loss) per share

$

0.72

$

(0.55)

Securities that are anti-dilutive this period

Unvested RSUs

—

2,176,271

Unvested PSUs

—

306,975

TKO Class B Common Shares

89,616,891

89,616,891
v3.24.2.u1
RESTRUCTURING CHARGES (Tables)
 6 Months Ended
Jun. 30, 2024
RESTRUCTURING CHARGES [Abstract]  
Summary of Changes in Company’s Restructuring Liability

Balance — December 31, 2023

$

9,725

Restructuring charges (excluding equity-based compensation expense)

13,804

Payments

(14,868)

Balance — June 30, 2024

$

8,661
v3.24.2.u1
SEGMENT INFORMATION (Tables)
 6 Months Ended
Jun. 30, 2024
SEGMENT INFORMATION [Abstract]  
Schedule of Revenue

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

UFC

$

394,358

$

305,185

$

707,348

$

611,915

WWE

456,803

—

773,524

—

Total consolidated revenue

$

851,161

$

305,185

$

1,480,872

$

611,915
Schedule of Reconciliation of Segment Profitability

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

UFC

$

231,897

$

188,200

$

426,980

$

374,457

WWE

251,312

—

391,525

—

Corporate

(62,246)

(14,642)

(115,382)

(28,291)

Total Adjusted EBITDA

420,963

173,558

703,123

346,166

Reconciling items:

Equity (earnings) losses of affiliates

(273)

717

(323)

980

Interest expense, net

(65,758)

(57,895)

(130,224)

(111,803)

Depreciation and amortization

(103,819)

(15,050)

(210,980)

(30,202)

Equity-based compensation expense

(24,367)

(5,789)

(54,592)

(11,584)

Merger and acquisition costs

(2,405)

(9,520)

(2,925)

(14,935)

Certain legal costs (1)

(5,992)

(46)

(351,191)

(488)

Restructuring, severance and impairment

(28,874)

—

(38,109)

—

Other adjustments

490

(535)

104

(851)

Income (loss) before income taxes and equity (earnings) losses of affiliates

$

189,965

$

85,440

$

(85,117)

$

177,283

(1)During the six months ended June 30, 2024, certain legal costs included a legal settlement related to UFC antitrust lawsuits of $335.0 million, which is included as a component of accrued liabilities in our consolidated balance sheets as of June 30, 2024 (see Note 6, Supplementary Data).

 
v3.24.2.u1
RELATED PARTY TRANSACTIONS (Tables)
 6 Months Ended
Jun. 30, 2024
RELATED PARTY TRANSACTIONS [Abstract]  
Schedule of Related Party Transactions EGH and its subsidiaries (collectively, the “Group”), which collectively own approximately 53.6% of the voting interest in TKO as of June 30, 2024, provide various services to the Company and, upon consummation of the Transactions, such services are provided pursuant to the Services Agreement. Revenue and expenses associated with such services are as follows (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,

2024

2023

2024

2023

Event and other licensing revenues earned from the Group

$

12,817

$

3,035

$

18,719

$

6,455

Expenses incurred with the Group included in direct operating costs (1)

8,392

3,888

13,241

8,304

Expenses incurred with the Group included in selling, general and administrative expenses (2)

10,590

6,400

18,041

12,752

Net expense resulting from Group transactions included within net income (loss)

$

(6,165)

$

(7,253)

$

(12,563)

$

(14,601)

(1)These expenses primarily consist of production and consulting services as well as commissions paid to the Group.

(2)These expenses primarily consist of service fees paid to the Group. The Company believes that these service fees are a reasonable allocation of costs related to representation, executive leadership, back-office and corporate functions and other services provided by the Group.

Outstanding amounts due to and from the Group were as follows (in thousands):

As of

June 30,

December 31,

Classification

2024

2023

Amounts due from the Group

Accounts receivable

$

1,448

$

—

Other current assets

30,808

11,599

Amounts due to the Group

Accrued liabilities

(334)

—

Other current liabilities

(7,286)

(5,473)
v3.24.2.u1
DESCRIPTION OF BUSINESS (Narrative) (Details)
Sep. 12, 2023
EGH [Member] | TKO Group Holdings, Inc. [Member]  
Description Of Business Disclosure [Line Items]  
Voting interest 51.90%
WWE [Member] | TKO Group Holdings, Inc. [Member]  
Description Of Business Disclosure [Line Items]  
Voting interest 49.00%
TKO [Member] | EGH [Member]  
Description Of Business Disclosure [Line Items]  
Non-economic voting interest 51.00%
Economic interest 51.00%
TKO [Member] | WWE [Member]  
Description Of Business Disclosure [Line Items]  
Non-economic voting interest 51.00%
Economic interest 100.00%
TKO OpCo [Member] | TKO Group Holdings, Inc. [Member]  
Description Of Business Disclosure [Line Items]  
Economic interest 49.00%
TKO OpCo [Member] | EGH [Member]  
Description Of Business Disclosure [Line Items]  
Economic interest 51.00%
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)
 6 Months Ended
Jun. 30, 2024
Variable Interest Entity, Primary Beneficiary [Member] | TKO OpCo [Member]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items]  
Variable interest entity owned 47.40%
v3.24.2.u1
ACQUISITION OF WWE (Narrative) (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Sep. 12, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
EGH [Member] | TKO OpCo [Member]          
Business Acquisition [Line Items]          
Economic interest 51.00%        
TKO [Member] | TKO OpCo [Member]          
Business Acquisition [Line Items]          
Economic interest 49.00%        
WWE [Member]          
Business Acquisition [Line Items]          
Finite-lived intangible assets, weighted average life 20 years 3 months 18 days        
Transaction costs   $ 1.2 $ 1.8 $ 9.5 $ 14.5
Consideration transferred $ 8,432.1        
Nonredeemable non-controlling interest 4,521.8        
Deferred consideration $ 321.0        
WWE [Member] | Common Class A [Member]          
Business Acquisition [Line Items]          
Consideration transferred, shares 83,161,123        
Consideration transferred, value of shares $ 8,061.8        
WWE [Member] | Replacement Awards [Member]          
Business Acquisition [Line Items]          
Consideration transferred, value of shares $ 49.3        
TKO Group Holdings, Inc. [Member] | TKO OpCo [Member]          
Business Acquisition [Line Items]          
Economic interest 49.00%        
TKO Group Holdings, Inc. [Member] | EGH [Member]          
Business Acquisition [Line Items]          
Voting interest 51.90%        
Trademarks and Trade Names [Member] | WWE [Member]          
Business Acquisition [Line Items]          
Finite-lived intangible assets, weighted average life 25 years        
Customer relationships [Member] | WWE [Member]          
Business Acquisition [Line Items]          
Finite-lived intangible assets, weighted average life 11 years 3 months 18 days        
Other [Member] | WWE [Member]          
Business Acquisition [Line Items]          
Finite-lived intangible assets, weighted average life 3 years 7 months 6 days        
v3.24.2.u1
REVENUE (Narrative) (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
REVENUE [Abstract]        
Revenue from prior period performance obligations $ 0 $ 0 $ 0 $ 0
v3.24.2.u1
REVENUE (Summary of Company's Revenue Disaggregated by Primary Revenue Sources) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenue $ 851,161 $ 305,185 $ 1,480,872 $ 611,915
Revenue, Remaining Performance Obligation, Amount 7,618,535   7,618,535  
UFC Segment [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 394,358 305,185 707,348 611,915
UFC Segment [Member] | Media Rights and Content [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 250,585 211,709 465,047 435,771
UFC Segment [Member] | Live Events [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 69,152 32,405 104,429 63,795
UFC Segment [Member] | Sponsorship [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 61,633 46,152 110,236 84,209
UFC Segment [Member] | Consumer Products Licensing [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 12,988 $ 14,919 27,636 $ 28,140
WWE Segment [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 456,803   773,524  
WWE Segment [Member] | Media Rights and Content [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 260,676   481,783  
WWE Segment [Member] | Live Events [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 144,102   194,294  
WWE Segment [Member] | Sponsorship [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 24,750   38,565  
WWE Segment [Member] | Consumer Products Licensing [Member]        
Disaggregation of Revenue [Line Items]        
Revenue $ 27,275   $ 58,882  
v3.24.2.u1
REVENUE (Summary of Remaining Performance Obligation for Contracts Greater Than One Year) (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 7,618,535
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 958,970
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 2,174,613
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 1,237,840
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 1,164,830
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 1,113,938
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 968,344
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
v3.24.2.u1
REVENUE (Summary of Company's Deferred Revenue) (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
USD ($)
Contract with Customer, Liability [Abstract]  
Beginning Balance $ 118,992
Additions 798,174
Deductions (817,530)
Foreign Exchange (90)
Ending Balance 99,545
Beginning Balance 672
Additions 2,500
Deductions (336)
Foreign Exchange 0
Ending Balance $ 2,836
v3.24.2.u1
SUPPLEMENTARY DATA (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]          
Depreciation expense $ 17,000 $ 3,400 $ 37,300 $ 6,800  
Completed but not released content costs, monetized individually, estimated amortization period     12 months    
In release content costs, monetized as a film group, estimated amortization period     3 years    
Assets held for sale 31,000   $ 31,000   $ 7,500
WWE Media Production Center [Member]          
Property, Plant and Equipment [Line Items]          
Reclassified cost related to property, buildings and equipment 53,400        
Reclassified accumulated depreciation related to property, buildings and equipment 5,600        
Impairment charge 24,300        
Assets held for sale $ 31,000   $ 31,000    
v3.24.2.u1
SUPPLEMENTARY DATA (Summary Property and equipment) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross $ 667,065 $ 696,733
Less: accumulated depreciation and amortization (118,960) (88,317)
Total property, buildings and equipment, net 548,105 608,416
Buildings and Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross 387,168 394,481
Office, Computer and Other Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross 134,779 126,082
Land and Land Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross 50,539 80,919
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross 76,727 74,862
Construction in Progress [Member]    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross $ 17,852 $ 20,389
v3.24.2.u1
SUPPLEMENTARY DATA (Summary of Allowance for Doubtful Accounts) (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
USD ($)
SUPPLEMENTARY DATA [Abstract]  
Balance at Beginning of Year $ 1,093
Charged to Costs and Expenses 1,366
Deductions (314)
Balance at End of Year $ 2,145
v3.24.2.u1
SUPPLEMENTARY DATA (Summary of Unamortized Content Costs) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
SUPPLEMENTARY DATA [Abstract]    
Predominantly Monetized Individually, In release $ 423 $ 1,410
Predominantly Monetized Individually, Completed but not released 1 2,045
Predominantly Monetized Individually, In production 667 1,350
Predominantly Monetized Individually, In development 8  
Predominantly Monetized Individually, Total film and television costs 1,099 4,805
Predominantly Monetized as a Film Group, Licensed and acquired program rights 23,166 21,413
Predominantly Monetized as a Film Group, In release 1,675 2,049
Predominantly Monetized as a Film Group, In production 984 819
Predominantly Monetized as a Film Group, Total film and television costs $ 25,825 $ 24,281
v3.24.2.u1
SUPPLEMENTARY DATA (Summary of Amortization and Impairment of Content Costs) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
SUPPLEMENTARY DATA [Abstract]        
Content production amortization expense - assets monetized individually $ 1,477   $ 4,701  
Content production amortization expense - assets monetized as a film group 5,361 $ 4,046 9,865 $ 7,960
Total amortization and impairment of content costs $ 6,838 $ 4,046 $ 14,566 $ 7,960
v3.24.2.u1
SUPPLEMENTARY DATA (Summary of Other Current Assets) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
SUPPLEMENTARY DATA [Abstract]    
Prepaid taxes $ 64,377 $ 57,885
Assets held for sale 31,000 7,500
Amounts due from the Group (Note 20) 30,808 11,599
Prepaid event and production-related costs 25,955 15,382
Prepaid insurance 3,789 8,145
Other 20,990 20,644
Total $ 176,919 $ 121,155
v3.24.2.u1
SUPPLEMENTARY DATA (Summary of Accrued Liabilities) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
SUPPLEMENTARY DATA [Abstract]    
Legal settlements (Note 17) $ 335,000  
Event and production-related costs 69,901 $ 51,015
Payroll-related costs 41,032 41,634
Interest 63,268 100,982
Legal and professional fees 21,198 18,730
Accrued capital expenditures 13,594 29,550
Other 27,148 25,452
Total accrued liabilities $ 571,141 $ 267,363
v3.24.2.u1
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
GOODWILL AND INTANGIBLE ASSETS [Abstract]        
Intangible asset amortization expense $ 81.5 $ 11.7 $ 163.1 $ 23.4
Goodwill impairment loss $ 0.0 $ 0.0 $ 0.0 $ 0.0
v3.24.2.u1
GOODWILL AND INTANGIBLE ASSETS (Summary of Changes in the Carrying Value of Goodwill) (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
USD ($)
GOODWILL AND INTANGIBLE ASSETS [Line Items]  
Balance — December 31, 2023 $ 7,666,485
Foreign exchange and other (1,205)
Balance — June 30, 2024 7,665,280
UFC Segment [Member]  
GOODWILL AND INTANGIBLE ASSETS [Line Items]  
Balance — December 31, 2023 2,602,639
Balance — June 30, 2024 2,602,639
WWE Segment [Member]  
GOODWILL AND INTANGIBLE ASSETS [Line Items]  
Balance — December 31, 2023 5,063,846
Foreign exchange and other (1,205)
Balance — June 30, 2024 $ 5,062,641
v3.24.2.u1
GOODWILL AND INTANGIBLE ASSETS (Summary of Company's Identifiable Intangible Assets) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 4,292,802 $ 4,291,474
Accumulated Amortization (890,911) (727,811)
Carrying Value $ 3,401,891 $ 3,563,663
Trademarks and Trade Names [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Estimated Useful Life (in years) 22 years 9 months 18 days 22 years 9 months 18 days
Gross Amount $ 2,891,826 $ 2,891,826
Accumulated Amortization (377,999) (314,685)
Carrying Value $ 2,513,827 $ 2,577,141
Customer relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Estimated Useful Life (in years) 5 years 4 months 24 days 5 years 6 months
Gross Amount $ 1,255,010 $ 1,254,210
Accumulated Amortization (469,398) (388,640)
Carrying Value $ 785,612 $ 865,570
Other [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Estimated Useful Life (in years) 3 years 4 months 24 days 3 years 4 months 24 days
Gross Amount $ 145,966 $ 145,438
Accumulated Amortization (43,514) (24,486)
Carrying Value $ 102,452 $ 120,952
v3.24.2.u1
INVESTMENTS (Narrative) (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
INVESTMENTS [Line Items]          
Equity earning (losses) of affiliates, net of tax $ 273,000 $ (717,000) $ 323,000 $ (980,000)  
Equity method investments 3,371,000   3,371,000   $ 3,775,000
Distributions received from other equity method investments 400,000   700,000    
Impairment charges on investments 0 0 0 0  
Observable price change upward price adjustment $ 0 0 $ 0 0  
Monkey Spirit, LLC [Member]          
INVESTMENTS [Line Items]          
Company's ownership of its equity method investments 7.00%   7.00%    
Equity earning (losses) of affiliates, net of tax $ (100,000) (400,000) $ (700,000) (900,000)  
Equity method investments 2,900,000   2,900,000   3,300,000
Other Equity Investments [Member]          
INVESTMENTS [Line Items]          
Equity earning (losses) of affiliates, net of tax 300,000 $ (100,000) 600,000 $ (100,000)  
Equity method investments $ 400,000   $ 400,000   $ 500,000
v3.24.2.u1
INVESTMENTS (Summary of Investments) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
INVESTMENTS [Abstract]    
Equity method investments $ 3,371 $ 3,775
Nonmarketable equity investments without readily determinable fair values 12,585 12,617
Total investment securities $ 15,956 $ 16,392
v3.24.2.u1
DEBT (Narrative) (Details) - USD ($)
 1 Months Ended 6 Months Ended 12 Months Ended
Apr. 07, 2024
Jun. 30, 2024
Apr. 30, 2024
Jun. 30, 2023
May 31, 2023
Jun. 30, 2024
Dec. 31, 2023
DEBT [Line Items]              
Long-term debt   $ 2,725,067,000       $ 2,725,067,000 $ 2,736,315,000
Cash and cash equivalents   277,532,000       277,532,000 235,839,000
Revolving Credit Facility [Member]              
DEBT [Line Items]              
Maximum borrowing capacity   205,000,000.0       205,000,000.0  
Threshold Amount of Outstanding Letters of Credit Not Cash Collateralized   10,000,000.0       10,000,000.0  
Line of credit             0
Borrowings from line of credit $ 150,000,000.0   $ 150,000,000.0        
Repayments of line of credit   150,000,000.0          
2016 Credit Facilities [Member]              
DEBT [Line Items]              
Outstanding letters of credit   10,000,000.0       $ 10,000,000.0 0
Minimum leverage ratio required           5.0  
Line of credit   0       $ 0 $ 0
Percentage of revolving commitments             35.00%
Swingline loan maximum amount   15,000,000.0       $ 15,000,000.0  
2016 Credit Facilities [Member] | Maximum [Member]              
DEBT [Line Items]              
Debt service leverage ratio           6.5  
First Lien Term Loan (due April 2026) [Member]              
DEBT [Line Items]              
Line of credit   $ 2,700,000,000       $ 2,700,000,000 $ 2,700,000,000
Percentage of principal amortization payable in equal quarterly installments           1.00%  
Effective rate   8.34%       8.34%  
Secured Commercial Loans [Member]              
DEBT [Line Items]              
Long-term debt   $ 31,100,000       $ 31,100,000 $ 31,900,000
Debt instrument, maturity date           Nov. 01, 2028  
Debt service coverage ratio           1.15  
Letter of credit [Member]              
DEBT [Line Items]              
Maximum borrowing capacity   $ 40,000,000.0       $ 40,000,000.0  
SOFR [Member] | First Lien Term Loan (due April 2026) [Member] | Maximum [Member]              
DEBT [Line Items]              
Variable rate       3.00%      
SOFR [Member] | First Lien Term Loan (due April 2026) [Member] | Minimum [Member]              
DEBT [Line Items]              
Variable rate       2.75%      
SOFR [Member] | Secured Commercial Loans [Member]              
DEBT [Line Items]              
Percentage of principal amortization payable in monthly installments         4.00%    
Variable rate         1.70%    
v3.24.2.u1
DEBT (Summary of Outstanding Debt) (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
DEBT [Line Items]    
Total principal $ 2,744,333 $ 2,760,633
Unamortized discount (6,623) (8,367)
Unamortized debt issuance cost (12,643) (15,951)
Total debt 2,725,067 2,736,315
Less: Current portion of long-term debt (22,247) (22,367)
Total long-term debt 2,702,820 2,713,948
First Lien Term Loan (due April 2026) [Member]    
DEBT [Line Items]    
Total principal $ 2,713,266 2,728,766
Line of credit maturity date April 2026  
Secured Commercial Loans [Member]    
DEBT [Line Items]    
Total principal $ 31,067 31,867
Total debt $ 31,100 $ 31,900
v3.24.2.u1
FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($)
$ in Millions
 1 Months Ended 3 Months Ended 6 Months Ended
Dec. 31, 2018
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Oct. 31, 2018
Secured Commercial Loans [Member]              
FINANCIAL INSTRUMENTS [Line Items]              
Fixed rate   4.99%   4.99%      
Effective rate   7.04%   7.04%      
Change in fair value of swap’s liability included in accumulated other comprehensive income   $ 0.1 $ 0.6 $ (0.3) $ 0.2    
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net   0.1 $ 0.2 $ 0.1 $ 0.2    
Secured Commercial Loans [Member] | SOFR [Member]              
FINANCIAL INSTRUMENTS [Line Items]              
Variable rate       1.70%      
Secured Commercial Loans [Member] | Level II [Member]              
FINANCIAL INSTRUMENTS [Line Items]              
Interest rate swaps   $ 0.9   $ 0.9   $ 0.3  
4.99% Interest Rate Swap [Member]              
FINANCIAL INSTRUMENTS [Line Items]              
Fixed rate 4.99%            
Effective rate 3.97%            
Debt Instrument face amount             $ 40.0
4.99% Interest Rate Swap [Member] | LIBOR [Member]              
FINANCIAL INSTRUMENTS [Line Items]              
Variable rate 1.62%            
v3.24.2.u1
STOCKHOLDERS’ EQUITY (Narrative) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 6 Months Ended
Apr. 07, 2024
Apr. 04, 2024
Apr. 30, 2024
Jun. 30, 2024
STOCKHOLDERS’ EQUITY [Line Items]        
Repurchase amount of stock       $ 165,000
Vincent K McMahon [Member] | Common Class A [Member]        
STOCKHOLDERS’ EQUITY [Line Items]        
Price per share $ 89.01 $ 89.01    
Shares repurchased 1,853,724 1,642,970    
Repurchase amount of stock $ 165,000 $ 146,200    
Revolving Credit Facility [Member]        
STOCKHOLDERS’ EQUITY [Line Items]        
Borrowings from line of credit $ 150,000   $ 150,000  
TKO OpCo [Member] | EGH [Member]        
STOCKHOLDERS’ EQUITY [Line Items]        
Variable interest entity owned       52.60%
Variable Interest Entity, Primary Beneficiary [Member] | TKO OpCo [Member]        
STOCKHOLDERS’ EQUITY [Line Items]        
Variable interest entity owned       47.40%
TKO Group Holdings, Inc. [Member] | EGH And Its Subsidiaries [Member]        
STOCKHOLDERS’ EQUITY [Line Items]        
Company's ownership interest percentage       53.60%
v3.24.2.u1
NON-CONTROLLING INTERESTS (Narrative) (Details)
$ in Millions
 1 Months Ended 6 Months Ended
Jul. 31, 2018
USD ($)
Jun. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Noncontrolling Interest [Line Items]      
Common units, convertible, conversion ratio   1  
Temporary equity, estimated redemption value   $ 11.2 $ 11.2
Russia Subsidiary [Member]      
Noncontrolling Interest [Line Items]      
Investment term   5 years 6 months  
Proceeds from noncontrolling interests $ 9.7    
v3.24.2.u1
NON-CONTROLLING INTERESTS (Changes in Redeemable Non-controlling Interest) (Detail)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
USD ($)
NON-CONTROLLING INTERESTS [Abstract]  
Balance $ 11,594
Net income attributable to non-controlling interest holders 1,485
Balance $ 13,079
v3.24.2.u1
EQUITY-BASED COMPENSATION (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation $ 24,367 $ 5,789 $ 54,592 $ 11,584
EGH 2021 Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation 1,850 $ 5,789 $ 4,640 $ 11,584
EGH 2021 Plan [Member] | Minimum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     2 years  
EGH 2021 Plan [Member] | Maximum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     5 years  
TKO 2023 Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation 15,353   $ 34,166  
TKO 2023 Plan [Member] | Minimum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     6 months  
TKO 2023 Plan [Member] | Maximum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     4 years  
Replacement Awards under WWE 2016 Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation 7,164   $ 15,786  
Dwayne Johnson [Member] | Restricted Stock Units (RSUs) [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Aggregate awards received by related parties     30,000  
Equity-based compensation $ 6,700   $ 15,700  
v3.24.2.u1
EQUITY-BASED COMPENSATION (Schedule of Equity-Based Compensation Expense) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation expense $ 24,367 $ 5,789 $ 54,592 $ 11,584
EGH 2021 Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation expense 1,850 $ 5,789 4,640 $ 11,584
Replacement Awards under WWE 2016 Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation expense 7,164   15,786  
TKO 2023 Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation expense $ 15,353   $ 34,166  
v3.24.2.u1
EQUITY-BASED COMPENSATION (Summary of RSU Activity) (Details)
 6 Months Ended
Jun. 30, 2024
$ / shares
shares
EGH 2021 Plan [Member] | Time Vested Restricted Stock Units [Member]  
EQUITY-BASED COMPENSATION [Line Items]  
Outstanding balances at beginning, Units | shares 605,610
Released, Units | shares (377,919)
Forfeited, Units | shares (893)
Outstanding balances at end, Units | shares 226,798
Outstanding balances at beginning, Weighted-Average Grant Date Fair Value | $ / shares $ 25.74
Released, Weighted-Average Grant Date Fair Value | $ / shares 25.81
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 21.73
Outstanding balances at end, Weighted-Average Grant Date Fair Value | $ / shares $ 25.64
EGH 2021 Plan [Member] | Market / Market and Time Vested RSUs [Member]  
EQUITY-BASED COMPENSATION [Line Items]  
Outstanding balances at beginning, Units | shares 5,115
Outstanding balances at end, Units | shares 5,115
Outstanding balances at beginning, Weighted-Average Grant Date Fair Value | $ / shares $ 24.65
Outstanding balances at end, Weighted-Average Grant Date Fair Value | $ / shares $ 24.65
Replacement Awards under WWE 2016 Plan [Member] | Restricted Stock Units (RSUs) [Member]  
EQUITY-BASED COMPENSATION [Line Items]  
Outstanding balances at beginning, Units | shares 701,090
Vested, Units | shares (54,931)
Forfeited, Units | shares (183,937)
Outstanding balances at end, Units | shares 462,222
Outstanding balances at beginning, Weighted-Average Grant Date Fair Value | $ / shares $ 100.65
Vested, Weighted-Average Grant Date Fair Value | $ / shares 100.65
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 100.65
Outstanding balances at end, Weighted-Average Grant Date Fair Value | $ / shares $ 100.65
TKO 2023 Plan [Member] | Restricted Stock Units (RSUs) [Member]  
EQUITY-BASED COMPENSATION [Line Items]  
Outstanding balances at beginning, Units | shares 935,536
Granted, Units | shares 1,006,878
Vested, Units | shares (205,299)
Forfeited, Units | shares (23,066)
Outstanding balances at end, Units | shares 1,714,049
Outstanding balances at beginning, Weighted-Average Grant Date Fair Value | $ / shares $ 91.23
Granted, Weighted-Average Grant Date Fair Value | $ / shares 80.44
Vested, Weighted-Average Grant Date Fair Value | $ / shares 78.82
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 86.13
Outstanding balances at end, Weighted-Average Grant Date Fair Value | $ / shares $ 86.45
v3.24.2.u1
EQUITY-BASED COMPENSATION (Summary of Stock Options Activity) (Detail) - Stock Options [Member]
 6 Months Ended
Jun. 30, 2024
$ / shares
shares
EQUITY-BASED COMPENSATION [Line Items]  
Outstanding balances at beginning, Units | shares 286,836
Granted, Units | shares
Outstanding balances at end, Units | shares 286,836
Vested and exercisable, Units | shares 258,064
Outstanding balances at beginning, Weighted-Average Exercise Price | $ / shares $ 26.04
Granted, Weighted-Average Exercise Price | $ / shares
Outstanding balances at end, Weighted-Average Exercise Price | $ / shares 26.04
Vested and exercisable, Weighted-Average Exercise Price | $ / shares $ 25.51
v3.24.2.u1
EQUITY-BASED COMPENSATION (Summary Of PSU Activity) (Details) - Time Vested PSUs [Member]
 6 Months Ended
Jun. 30, 2024
$ / shares
shares
EQUITY-BASED COMPENSATION [Line Items]  
Outstanding balances at beginning, Units | shares 327,403
Vested, Units | shares (14,416)
Forfeited, Units | shares (6,012)
Outstanding balances at end, Units | shares 306,975
Outstanding balances at beginning, Weighted-Average Grant Date Fair Value | $ / shares $ 93.84
Vested, Weighted-Average Grant Date Fair Value | $ / shares 100.65
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 100.65
Outstanding balances at end, Weighted-Average Grant Date Fair Value | $ / shares $ 103.45
v3.24.2.u1
EARNINGS PER SHARE (Schedule of Basic and Diluted Earnings Per Share and Weighted Average Shares Outstanding) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]    
Net income (loss) attributable to TKO Group Holdings, Inc. $ 59,107 $ (44,733)
Weighted average Class A Common Shares outstanding - Basic 80,884,513 81,618,084
Additional shares from RSUs and PSUs, as calculated using the treasury stock method 966,875  
Weighted average number of shares used in computing diluted earnings (loss) per share 81,851,388 81,618,084
Basic earnings (loss) per share [1] $ 0.73 $ (0.55)
Diluted earnings (loss) per share [1] $ 0.72 $ (0.55)
Restricted Stock Units (RSUs) [Member]    
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]    
Securities that are anti-dilutive this period   2,176,271
Performance Stock Units (PSUs) [Member]    
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]    
Securities that are anti-dilutive this period   306,975
Common Class B [Member]    
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]    
Securities that are anti-dilutive this period 89,616,891 89,616,891
[1] Basic and diluted net earnings (loss) per share of Class A common stock is applicable only for the period from January 1, 2024 through June 30, 2024, which is the period following the Transactions (as defined in Note 1 to the unaudited consolidated financial statements). See Note 14, Earnings Per Share, for the calculation of the number of shares used in computation of net earnings (loss) per share of Class A common stock and the basis for computation of net earnings (loss) per share.
v3.24.2.u1
INCOME TAXES (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Sep. 12, 2023
Operating Loss Carryforwards [Line Items]            
Effective tax rate 20.80% 3.40% 16.60% 3.70%    
Unrecognized tax benefits $ 6,400   $ 6,400   $ 5,500  
Legal settlement 335,000   335,000      
Discrete tax benefit     39,200      
Pretax income 189,965 $ 85,440 (85,117) $ 177,283    
Provision for income taxes $ 39,574 $ 2,869 $ 14,052 $ 6,499    
WWE [Member]            
Operating Loss Carryforwards [Line Items]            
Fair value step-up on acquired net assets           $ 3,300,000
Deferred tax liabilities           $ 379,800
v3.24.2.u1
RESTRUCTURING CHARGES (Narrative) (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
RESTRUCTURING CHARGES [Abstract]    
Restructuring charges including equity-based compensation expenses $ 5.5 $ 17.1
Equity-based compensation expenses included in restructuring charges $ 0.9 $ 3.3
v3.24.2.u1
RESTRUCTURING CHARGES (Summary of changes in company's restructuring liability) (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
USD ($)
RESTRUCTURING CHARGES [Abstract]  
Balance $ 9,725
Restructuring charges (excluding share-based compensation expense) 13,804
Payments (14,868)
Balance $ 8,661
v3.24.2.u1
COMMITMENTS AND CONTINGENCIES (Narrative) (Details)
$ in Millions
 4 Months Ended 6 Months Ended
Mar. 13, 2024
USD ($)
Mar. 31, 2015
item
Jun. 30, 2024
USD ($)
COMMITMENTS AND CONTINGENCIES [Abstract]      
Number of class action lawsuits   5  
Number of former fighters with class-action lawsuits   11  
Agreed amount to be paid under settlement | $ $ 335.0   $ 335.0
v3.24.2.u1
SEGMENT INFORMATION (Narrative) (Details)
 1 Months Ended
Sep. 30, 2023
segment
SEGMENT INFORMATION [Abstract]  
Number of reportable segments 2
v3.24.2.u1
SEGMENT INFORMATION (Schedule of Revenue) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue, Major Customer [Line Items]        
Revenues $ 851,161 $ 305,185 $ 1,480,872 $ 611,915
UFC Segment [Member]        
Revenue, Major Customer [Line Items]        
Revenues 394,358 305,185 707,348 611,915
WWE Segment [Member]        
Revenue, Major Customer [Line Items]        
Revenues 456,803   773,524  
Operating Segments [Member] | UFC Segment [Member]        
Revenue, Major Customer [Line Items]        
Revenues 394,358 $ 305,185 707,348 $ 611,915
Operating Segments [Member] | WWE Segment [Member]        
Revenue, Major Customer [Line Items]        
Revenues $ 456,803   $ 773,524  
v3.24.2.u1
SEGMENT INFORMATION (Schedule of Reconciliation of Segment Profitability) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]        
Adjusted EBITDA $ (420,963) $ (173,558) $ (703,123) $ (346,166)
Equity (earnings) losses of affiliates (273) 717 (323) 980
Depreciation and amortization     (210,980) (30,202)
Restructuring, severance and impairment (5,500)   (17,100)  
Other adjustments 775 (535) 504 (864)
Income (loss) before income taxes and equity (earnings) losses of affiliates 189,965 85,440 (85,117) 177,283
Operating Segments [Member] | UFC Segment [Member]        
Segment Reporting Information [Line Items]        
Adjusted EBITDA 231,897 188,200 426,980 374,457
Operating Segments [Member] | WWE Segment [Member]        
Segment Reporting Information [Line Items]        
Adjusted EBITDA 251,312   391,525  
Reconciling Items [Member]        
Segment Reporting Information [Line Items]        
Equity (earnings) losses of affiliates (273) 717 (323) 980
Interest expense, net (65,758) (57,895) (130,224) (111,803)
Depreciation and amortization (103,819) (15,050) (210,980) (30,202)
Equity-based compensation expense (24,367) (5,789) (54,592) (11,584)
Merger and acquisition costs (2,405) (9,520) (2,925) (14,935)
Certain legal costs (5,992) (46) (351,191) (488)
Restructuring, severance and impairment (28,874)   (38,109)  
Other adjustments 490 (535) 104 (851)
Reconciling Items [Member] | UFC Segment [Member]        
Segment Reporting Information [Line Items]        
Certain legal costs     335,000  
Corporate [Member]        
Segment Reporting Information [Line Items]        
Adjusted EBITDA $ (62,246) $ (14,642) $ (115,382) $ (28,291)
v3.24.2.u1
LEASES (Narrative) (Details) - WWE Global Headquarters Lease Amendment [Member]
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
ft²
LEASES [Line Items]    
Reduction of leased space | ft²   20,025
Rental savings due to lease reduction   $ 13.9
Lease term 15 years 15 years
Partial termination fee due to lease reduction $ 2.2 $ 2.2
Reduction to finance lease liability   21.4
Reduction to finance lease right-of-use assets   20.8
Gain on partial termination of lease $ 0.6 $ 0.6
v3.24.2.u1
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]          
Other current liabilities $ 13,498   $ 13,498   $ 8,997
Equity-based compensation 24,367 $ 5,789 54,592 $ 11,584  
Vincent K McMahon [Member]          
Related Party Transaction [Line Items]          
Liabilities paid directly by related party     1,500    
EGH And Its Subsidiaries [Member]          
Related Party Transaction [Line Items]          
Reimbursed costs     4,400 $ 5,400  
Other current liabilities $ 7,286   $ 7,286   5,473
EGH And Its Subsidiaries [Member] | TKO Group Holdings, Inc. [Member]          
Related Party Transaction [Line Items]          
Company's ownership interest percentage 53.60%   53.60%    
Dwayne Johnson [Member]          
Related Party Transaction [Line Items]          
Royalties earned by related parties $ 300   $ 400    
Reimbursed costs 600   2,500    
Other current liabilities 400   $ 400    
License agreement term     10 years    
Accrued Expenses [Member] | Vincent K McMahon [Member]          
Related Party Transaction [Line Items]          
Liabilities related to future payments owed         $ 1,500
Restricted Stock Units (RSUs) [Member] | Dwayne Johnson [Member]          
Related Party Transaction [Line Items]          
Aggregate awards received by related parties     $ 30,000    
Equity-based compensation $ 6,700   $ 15,700    
v3.24.2.u1
RELATED PARTY TRANSACTIONS (Summary of Provided Services) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Related Party Transaction [Line Items]        
Revenues $ 851,161 $ 305,185 $ 1,480,872 $ 611,915
Direct operating costs 259,792 82,789 460,807 171,941
Selling, general and administrative expenses 232,602 63,476 764,482 119,822
Net loss 59,107   (44,733)  
Income (Expense) Included within Net Income [Member]        
Related Party Transaction [Line Items]        
Net loss (6,165) (7,253) (12,563) (14,601)
EGH And Its Subsidiaries [Member] | Event And Other Licensing Revenues Earned From The Group [Member]        
Related Party Transaction [Line Items]        
Revenues 12,817 3,035 18,719 6,455
EGH And Its Subsidiaries [Member] | Expenses Incurred with the Group Included in Direct Operating Costs [Member]        
Related Party Transaction [Line Items]        
Direct operating costs 8,392 3,888 13,241 8,304
EGH And Its Subsidiaries [Member] | Expenses Incurred with the Group Included in Selling, General and Administrative Expenses [Member]        
Related Party Transaction [Line Items]        
Selling, general and administrative expenses $ 10,590 $ 6,400 $ 18,041 $ 12,752
v3.24.2.u1
RELATED PARTY TRANSACTIONS (Outstanding Amounts due to and from Related Party) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Accounts receivable $ 294,715 $ 135,436
Other current assets 176,919 121,155
Accrued liabilities (571,141) (267,363)
Other current liabilities (13,498) (8,997)
EGH And Its Subsidiaries [Member]    
Related Party Transaction [Line Items]    
Accounts receivable 1,448  
Other current assets 30,808 11,599
Accrued liabilities (334)  
Other current liabilities $ (7,286) $ (5,473)