Flutter Entertainment plc

Flutter Entertainment plc (the “Company” or “Flutter”) and its subsidiaries (together referred to as the “Group”) is a global online sports betting and iGaming entity, operating some of the world’s most innovative, diverse and distinctive online sports betting and

gaming

brands such as FanDuel, Sky Betting & Gaming, Sportsbet, PokerStars, Paddy Power, Sisal, tombola, Betfair, TVG, Junglee Games, Adjarabet and MaxBet. As of March 31, 2024, the Group offered its products in

over

countries

. The Group’s iGaming products are provided across its online business in many, but not all, jurisdictions in which it offers its sports services.

The Group is a public limited company incorporated in the Republic of Ireland and has its listing on the main market of the London Stock Exchange (“LSE”).

Public Listing on the New York Stock Exchange (“NYSE”)

On January 29, 2024, the Group completed its registration process with the United States Securities and Exchange Commission (“SEC”), and listed on the New York Stock Exchange (“NYSE”) for public

trading.

Basis

of presentation

— These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting and the rules and regulations of the SEC. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Group’s audited consolidated financial statements as of and for the year ended December 31, 2023. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements included in our Annual Report on Form

10-K

for the fiscal year ended December 31, 2023, as filed with the SEC on March 26, 2024 (the “2023 Annual Report”). These condensed consolidated financial statements are unaudited; however, in the opinion of management, they include all normal and recurring adjustments necessary for a fair presentation of the Group’s unaudited condensed consolidated financial statements for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year, due to seasonal fluctuations in the Group’s revenue as a result of the timing of various sports seasons, sporting events and other factors.

Recent Accounting Pronouncements Adopted

In January 2024, the Group adopted Accounting Standards Update ASU

2022-03,

Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance in Accounting Standards Codification Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions and Leases (Topic 842): Common Control Arrangements (ASU

2023-01),

which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The new standards did not have material impact on the Group’s unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU

2023-07,

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. This ASU is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. While the Group is continuing to assess the timing of adoption and the potential impacts of ASU

2023-07,

it does not expect ASU

2023-07

to have a material effect, if any, on its consolidated financial statements.

In March 2024, the FASB issued ASU

2024-01,

Compensation – Stock Compensation (Topic 718): which clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of ASC 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years with early adoption permitted. While the Group is continuing to assess the timing of adoption and the potential impacts of ASU

2024-01,

it does not expect ASU

2024-01

to have a material effect on the Group’s consolidated financial condition, results of operations or cash flows.

The Group reports its financial statements based onfour reportable segments:

The segment information aligns with how the chief operating decision maker (“CODM”) reviews and manages the business. The Group determined that it is the Chief Executive Officer and Chief Financial Officer jointly who are performing the function of CODM.

Beginning January 1, 2024, the Group revised its definition of Adjusted EBITDA, which is the segment measurement used to evaluate performance and allocate resources. The definition of Adjusted EBITDA now excludes share-based compensation as management believes inclusion of share-based compensation can obscure underlying business trends as share-based compensation could vary widely among companies due to different plans in place resulting in companies using share-based compensation awards differently, both in type and quantity of awards granted.

Effective January 1, 2024, subsequent to the Group’s decision to close the sports betting platform “FOX Bet”, the Group reorganized how the PokerStars (U.S.) business is managed which resulted in a change in operating segment composition. From January 1, 2024, PokerStars (U.S.) is included in the International segment as opposed to the U.S. segment.

Segment results for the three months ended March 31, 2023, have been revised to reflect the change in operating segment measurement and change in operating segment composition.

The Group manages its assets on a total company basis, not by operating segment. Therefore, the CODM does not regularly review any asset information by operating segment and accordingly, the Group doesnot report asset information by operating segment.

The following tables present the Group’s segment information:

iGaming revenue includes iGaming, Poker, and

Lottery

.

The information below summarizes revenue by geographical market for the three months ended March 31, 2024 and 2023:

The information below shows the reconciliation of reportable segment Adjusted EBITDA to loss before taxes for the three months ended March 31, 2024, and 2023:

The following table shows the detail of other expense, net for the three months ended March 31, 2024 and 2023:

The following table shows the detail of interest expense, net for the three months ended March 31, 2024 and 2023:

For interim income tax reporting the Group estimates its annual effective tax rate and applies it to its

year-to-date

ordinary income. The tax effects of unusual or infrequently occurring items, including changes in judgment about beginning of year valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. The Group’s effective income tax rate was a provision of 9.2% on loss before income taxes for the three months ended March 31, 2024 (benefit of 27.0% on loss before income taxes for the three months ended March 31, 2023). The difference in the effective income tax rate compared to the Irish corporation trading tax rate of 12.5% primarily reflects the tax impact of the impact of

amortization

of acquired intangibles and profit mix across jurisdictions, as well as the tax impact of discrete adjustments which includes our loss making jurisdictions and the fair value loss on Fox Option Liability.

The Group do

e

s

not expect there to be any material changes to its existing

unrecognized

tax benefits over the next 12 months, due to the current position with taxing authorities. The Group regularly reviews its tax position on the basis of current law.

The Organization for Economic

Co-operation

and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. Certain countries in which we operate have adopted the legislation, and other countries are in the process of introducing legislation to implement Pillar 2. The Group does not expect Pillar 2 to have a material impact on its effective tax rate and continues to monitor the impact of the Pillar 2 legislation on its future financial performance.

The following table sets forth the computation of the Group’s basic and diluted net loss per ordinary share attributable to the Group:

The number of options excluded from the diluted weighted average number of

ordinary

share calculation due to their effect being anti-dilutive is

1,987,193

(2023:

2,111,280

).

The following tables presents the changes in accumulated other comprehensive income / (loss) by component:

Prepaid expenses and other current assets consisted of the following as of March 31, 2024, and December 31, 2023:

Other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023:

Loss contingencies include accruals related to regulatory investigations and proceedings including those relating to gaming taxes to the extent to which they may apply to our business and industry.

The Group includes contract liability in relation to sports betting open positions in the Consolidated Balance Sheet. The contract liability balance was as follows:

Revenue recognized related to the contract liability for the three months ended March 31, 2023

,

was $113 million.

On January 10, 2024, the Group completed the acquisition of 51%

of MaxBet, a leading omni-channel sports betting and iGaming operator in Serbia. The purchase comprised of a provisional cash consideration of $144 million (€132 million), which remains subject to the finalization of the completion accounts as defined in the share purchase agreement and any consequent adjustment to the provisional purchase consideration. This process is expected to be completed in the second quarter of

The

share purchase agreement also includes call and put options to acquire the remaining

49%

stake. The call and put options are exercisable in 2029, commencing on the date on which the option price is determined in accordance with th

e

terms set out in the shareholders agreement and ending on a date that is 30 days thereafter. The options expire if neither the Group nor the

interest shareholder groups exercise the options within the option exercise period. The option price is calculated using a multiple of MaxBet’s EBITDA less net debt or plus net cash, as defined in the shareholders agreement, subject to a cap calculated as $7 billion (€6 billion) less the purchase consideration. The options can be settled, at the Group’s election, in cash or freely tradeable shares of Flutter.

The provisional fair value of assets and liabilities acquired was $117 million. The provisional measurements of fair value for certain assets and liabilities may be subject to change as additional information is received. The Group expects to finalize the valuation as soon as practicable, but not later than one year from acquisition date.

The acquisition resulted in the recognition of $116 million goodwill on the acquisition date which has been allocated to the International segment and reporting unit. The main factors leading to the recognition of goodwill (none of which is deductible for tax purposes) is the opportunity for the Group to enter the market in the Balkans region where MaxBet is one of the market leaders with an established retail and online presence. There are also tangible opportunities to deliver synergies from the acquisition of MaxBet through (i) leveraging MaxBet’s retail channel to grow online deposits for existing Flutter brands and (ii) enhancing MaxBet’s online capabilities by utilizing the Group’s technology and marketing resources.

The fair value of redeemable non-controlling interest was $89 million, which was provisionally estimated by applying a discount for lack of marketability

of 20%

considering the output of the Finnerty method and discount for lack of control

of 20%

using implied discounts from observable transactions and data based on Mergerstat studies.

Acquisition-related costs during the three months ended March 31, 2024 and March 31, 2023 were not material and are included in the general and administrative expenses in the Group’s consolidated statement of comprehensive (loss) / income.

Since

the date of acquisition to March 31, 202

, MaxBet has contributed revenue of $47 million and $3 million

of profit after tax to the results of the Group. Considering the size of the acquisition is not material, no additional informati

o

n is provided.

The Group’s debt comprised of the following:

As of March 31, 2024, the contractual principal repayments of the Group’s outstanding borrowings, excluding accrued interest, amount to the following:

During

the

ended March 31, 2024, the Group has drawn $126 million (March 31, 2023: $609 million) and repaid of $309 million (March 31, 2023: $598 million) under the GBP revolving credit facility. The Group had an undrawn revolving credit commitment of $716 million as of March 31, 2024 (December 31, 2023:

$

537 million), of which $13 million (December 31, 2023: $13 million) was reserved for issuing guarantees.

On

March 14, 2024, the Group refinanced the remaining amounts due under the USD First Lien Term Loan B due 2028 by entering into the First Incremental Assumption Agreement (the “Assumption Agreement”) to the TLA/TLB/RCF Agreement dated as of November 24, 2023 (as amended, the “Credit Agreement”). After giving effect to the Assumption Agreement, the aggregate principal amount of Term B loans outstanding under the Credit Agreement increased by $514 million (the “First Incremental Term B Loans”), which is fungible with the existing Term B loans outstanding under the Credit Agreement. As the terms of First Incremental Term B Loans

were

not substantially different from those of the original USD First Lien Term Loan B due 2028, the refinance was treated as continuation

of

the original debt instrument for accounting purposes.

As of March 31, 2024, and December 31, 2023, the Group was in compliance with all debt covenants.

In the normal course of the Group’s business operations, it is exposed to certain risks, including changes in interest rates and foreign currency risk. In order to manage these risks, the Group uses derivative instruments such as futures, forward contracts, swaps, options and other instruments with similar characteristics. All of the Group’s derivatives are used for

non-trading

activities.

Cash flow hedges of interest rate and foreign currency risk

Interest rate and foreign currency risk arising from a portion of the Group’s floating interest rate USD First Lien Term Loan A maturing in 2028 and USD First Lien Term Loan B maturing in 2030 respectively are managed using interest rate swaps and cross-currency interest rate swaps respectively, which are designated as cash flow hedges with the objective of reducing the volatility of interest expense and foreign currency gains and losses. Under the terms of the cross-currency interest rate swaps, the Group makes fixed- rate interest payments in pounds sterling (GBP) or euro (EUR) and receives variable interest amounts in U.S. dollars (USD) from counterparties over the life of the agreements effectively converting the variable rate term loans into fixed interest rate debts with the exchange of the underlying notional amounts at maturity whereby the Group will receive USD from and pay GBP or EUR to the counterparties at exchange rates which are determined at contract inception. Under the terms of the interest rate swaps, the Group makes fixed rate interest payments and receives variable interest amounts in USD from counterparties over the life of the agreements, effectively converting the variable rate term loans into fixed interest rate debts.

The notional amount of cross-currency interest rate swaps accounted for as cash-flow hedges was $1,599 million as of March 31, 2024, and $1,603 million as of December 31, 2023 with maturities of ranging from September 2024 to June 2025. The notional amount of interest-rate swaps accounted for as cash-flow hedges was $1,092 million as of March 31, 2024 and $1,094 million as of December 31, 2023 with maturities ranging from September 2024 to June 2025. Changes

in the fair value on the portion of the derivative included in the assessment of hedge effectiveness of cash-flow hedges are recorded in other comprehensive income / (loss), until earnings are affected by the variability of cash flows. Amounts recorded in accumulated other comprehensive income / (loss) were recognized in earnings within interest expense, net when the hedged interest payment was accrued. In addition, since the cross-currency interest rate swaps was a hedge of variability of the functional-currency-equivalent cash flows of the recognized term loan liability remeasured at spot exchange rates under ASC 830, “Foreign Currency Matters,” an amount that offset the gain or loss arising from the remeasurement of the hedged term loan liability was reclassified each period from accumulated other comprehensive income / (loss) to earnings in the foreign exchange loss, net, which is a component of other income, net.

The

amount reclassified from accumulated other comprehensive income / (loss) into

earnings was a net loss of $14 million for the three months ended March 31, 2024

,

and a net gain of $43 million for the three months ended March 31, 202

.

The Group expects to reclassify a gain of $4 million

from accumulated other comprehensive income / (loss)

into

earnings within the next 12 months.

Net investment hedge

The Group has investments in various subsidiaries which form part of the Group’s International segment with Euro functional currencies. As a result, the Group is exposed to the risk of fluctuations between the Euro and GBP exchange rates. The Group designated its EUR First Lien Term Loan A maturing in 2028, EUR First Lien Term Loan B maturing in 2026 and receive fixed rate, pay fixed rate cross-currency interest swaps whereby the Group will receive GBP from and pay Euro to the counterparties at exchange rates which are determined at contract inception, as a net investment hedge of its Euro denominated subsidiaries which are intended to mitigate foreign currency exposure related to

non-GBP

net investments in certain Euro functional subsidiaries.

As of March 31, 2024, the nominal exposures of EUR First Lien Term Loan A and EUR First Lien Term Loan B designated as net investment hedges were $959 million. The designated hedge amounts were considered highly effective. The Group has also designated certain EUR cross currency interest rate swap contracts in net investment hedging relationships. The notional amount of cross-currency swaps accounted for as net investment hedges was $350 million

as of March 31, 2024.

The foreign currency transaction gains and losses on the euro-denominated portion of the term loan and the cross-currency interest swaps, which are designated and effective as a hedge of the Group’s net investment in its euro-denominated functional currency subsidiaries, are included as a component of the foreign currency translation adjustment. Losses, net of tax, included in the foreign currency translation adjustment were

$21

million for the three months ended March 31, 2024, and gains, net of tax amounting to

$4 million for the

ended March 31, 2023. There wereno amounts reclassified out of accumulated other comprehensive income (“AOCI”) pertaining to the net investment hedge during the

ended March 31, 2024, and 2023 as the Group has not sold or liquidated (or substantially liquidated) its hedged subsidiaries.

Economic hedges

The Group uses cross-currency interest rate swaps to economically hedge the Group’s net foreign currency exposure arising from 1) the risk of fluctuations between the EUR and GBP exchange rates from the Group’s investment in various subsidiaries which form part of the Group’s International segment and 2) the risk of fluctuations between the USD and GBP exchange rates arising from the portion of the Group’s USD Term Loan that is not designated in a cash flow hedge. The cross-currency interest rate swaps are also used to manage the interest rate risk arising from the portion of the Group’s USD Term Loan that is not designated in a cash flow hedge. Under the terms of the cross-currency interest rate swaps, the Group makes fixed-rate interest payments in EUR and receives variable interest amounts in USD from counterparties over the life of the agreements effectively converting the variable rate debt into fixed interest rate debt with the exchange of the underlying notional amounts at maturity whereby the Group will receive USD from and pay EUR to the counterparties at exchange rates which are determined at contract inception. Changes in the fair value of these instruments are recorded in earnings throughout the term of the cross-currency interest rate swaps and are reported in other income, net in the Condensed Consolidated Statements of Comprehensive (Loss) / Income. As of March 31, 2024, the cross-currency interest rate swaps have maturities of September 2024 and June 2025.

The following table summarizes the fair value of derivatives as of March 31, 2024 and December 31, 2023:

For the three months ended March 31, 2024, the Group did not grant any restricted awards or share options.

As of March 31, 2024,3,434,407 restricted awards and options were outstanding across all employee share schemes.

Total compensation cost arising from employee share schemes for the

three mont

hs ended March 31, 2024, and March 31, 2023, was $41 million and $46 million

respectively, classified in the Condensed Consolidated Statements of Comprehensive (Loss) / Income as follows:

The following tables set forth the fair value of the

Group’s financial assets

, financial liabilities and redeemable

interests measured at fair value based on the three-tier fair value hierarchy:

There wereno

transfers between levels of the fair value hierarchy during the three months ended March 31, 2024, and December 31, 2023.

Valuation of Level 2 financial instruments

Available for sale – Player deposits – investments

The Group has determined that the fair value of available for sale – player deposits – investments is determined by using observable quoted prices or observable input parameters derived from comparable bonds/markets. Although the Group has determined that

a

number of the bonds fall within Level 1 of the fair value hierarchy, there are a class of bonds which have been classified as Level 2 due to the existence of relatively inactive trading markets for those bonds.

Derivative financial assets and liabilities – Swap agreements

The Group uses derivative financial instruments to manage its interest rate and foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis of the expected cash flows of each derivative and incorporates credit valuation adjustments. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, such as yield curves, spot and forward FX rates.

As of March 31, 2024, the Group assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions, determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Group determined that its valuations of its derivatives in their entirety are classified in Level 2 of the fair value hierarchy.

Valuation of Level 3 financial instruments

Equity securities

The Group determined the fair value of investments in equity securities that do not have a readily available market value amounting to $7 million at March 31, 2024 (December 31, 2023: $9 million) using the Market

Comparable Companies Approach. The EBITDA

multiple used to develop the level 3 fair value measured was 6.21 for the three months ended March 31, 2024 (December 31, 2023:8.08), which was based on the guideline public company method. An increase in the input would result in an increase in the investments in equity securities valuation; a decrease in the input would result in a decrease in the investments in equity securities valuation. The total

unrealized loss

of $2 million for the three months ended March 31, 2024 (March 31, 2023: $0

million)

is recognized with other expense, net in the Condensed Consolidated Statements of Comprehensive (Loss) / Income.

Non-derivative financial instruments

Fox Option

The fair value of the Fox Option amounts t

o $580

million at March 31, 2024 and

$400

million at December 31, 2023 which was determined using an option pricing model. As of March 31, 2024, and December 31, 2023, the option price

was $4.4 billion and $4.3 billion, respectively. The significant unobservable inputs were the enterprise value of FanDuel, the discount for lack of marketability (“DLOM”), the discount for lack of control (“DLOC”), implied volatility and probability of Fox getting licensed.

The enterprise value of FanDuel was determined using an equal weight to the value indications of the discounted cash flow analysis and the guideline public company analysis. The discount rate used in the discounted cash flow analysis was 20.5% and 19.0%

for the

ended March 31, 2024 and

year ended

December 31, 2023, respectively.

Additionally, management applied a combined

35%

discount for lack of marketability and lack of control as of March 31, 2024, and year ended December 31, 2023. A range of DLOMs obtained using these approaches was

13.2

%

to

20.4

%

.

DLOC was estimated at 18.4% and 18% using implied discounts in previous observable transactions involving FanDuel’s equity ownership and data based on Mergerstat studies for the three months ended March 31, 2024, and the year ended December 31, 2023 respectively.

Management selected a discount rate of 35%, which is on the higher end of the third quartile based on the ranges considered by management.

The

volatility was 36% and 36%

for the three months ended March 31, 2024 and year ended December 31, 2023, which was within the range of selected comparable companies. In developing the fair value measurement, the probability of a market participant submitting to and obtaining a license was estimated at

%

for the three months ended March 31, 2024, and the year ended December 31, 2023.

Changes in discount rates, revenue multiples, DLOM, DLOC, implied volatility and probability of Fox getting licensed, each in isolation, may change the fair value of certain of the Fox Option. Generally, an increase in discount rates and DLOM, DLOC or decrease in revenue multiples, implied volatility and probability of Fox getting licensed may result in a decrease in the fair value of the Fox Option. Due to the inherent uncertainty of determining the fair value of the Fox Option, the fair value of the Fox Option may fluctuate from period to period. Additionally, the fair value of the Fox Option may differ significantly from the value that would have been used had a readily available market existed for FanDuel Group LLC. In addition, changes in the market environment and other events that may occur over the life of the Fox Option may cause the losses ultimately realized on the Fox Option to be different than the unrealized losses reflected in the valuations currently assigned.

Redeemable

interests at fair value

The terms of symmetrical call and put options agreed between the Group and Boyd require exercise price to be calculated at fair market value without giving effect to DLOM and DLOC. FanDuel’s

pre-discount

enterprise value determined in the same manner as discussed earlier for March 31, 2024 and December 31, 2023 is considered in measuring the fair value of redeemable

interests owned by Boyd.

Contingent c

o

nsideration

The contingent consideration payable is primarily determined with reference to forecast performance for the acquired businesses during the relevant time periods and the amounts to be paid in such scenarios. The fair value was estimated by assigning probabilities to the potential payout scenarios. The significant unobservable inputs are forecast performance for the acquired businesses.

The fair value of contingent consideration is primarily dependent on forecast performance for the acquired businesses in excess of a predetermined base target. An increase and decrease of 10% in the excess over the predetermined base target during the relevant time periods would increase and decrease the value of contingent consideration at March 31, 2024 by $2 million and $2 million, respectively (December 31, 2023: $2 million and $2 million).

Movements in the three months period in respect of Level 3 financial instruments carried at fair value

The movements in respect of the financial assets and liabilities carried at fair value are as follows:

Guarantees

The Group has uncommitted working capital overdraft facilities as of March 31, 2024 of $21 million (December 31, 2023: $21 million) with Allied Irish Banks p.l.c. These facilities are secured by a Letter of Guarantee from Flutter Entertainment plc.

The Group has bank guarantees: (i) in favor of certain gaming regulatory authorities to guarantee the payment of player funds, player prizes, and certain taxes and fees due by a number of Group companies; and (ii) in respect of certain third-party rental and other property commitments, merchant facilities and third-party letter of credit facilities. The maximum amount of the guarantees as of March 31, 2024 was $313 million (December 31, 2023: $322 million). No claims had been made against the guarantees as of March 31, 2024 (December 31, 2023: $0). The guarantees are secured by counter indemnities from Flutter Entertainment plc and certain of its subsidiary companies. The value of cash deposits over which the guaranteeing banks hold security was $53 million as of March 31, 2024 (December 31, 2023: $29 million).

Other purchase obligations

The Group is a party to several

non-cancelable

contracts with vendors where the Group is obligated to make future minimum payments under the terms of these contracts as follows:

Legal Contingencies

The Group is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business. The Group establishes an accrued liability for legal claims and indemnification claims when the Group determines that a loss is both probable and the amount of the loss can be reasonably estimated. The est

ima

tes are based on all known facts at the time and our assessment of the ultimate outcome. As additional information becomes available, the Group reassesses the potential liability related to our pending claims and litigations, which may also revise our estimates. The amount of any loss ultimately incurred in relation to these matters may be higher or lower than the amounts accrued. Due to the unpredictable nature of litigation, there can be no assurance that our accruals will be sufficient to cover the extent of our potential exposure to losses. Any fees, expenses, fines, penalties, judgments, or settlements which might be incurred by us in connection with the various proceedings could affect our results of operations and financial condition.

Austrian and German player claims

As previously reported, the Group has seen a number of player claims in Austria and Germany for reimbursement of historic gaming losses. The basis of these claims is rooted in the Group having provided remote services in Austria and Germany (outside of Schleswig-Holstein) from Maltese entities on the basis of multi-jurisdictional Maltese licenses, which the Group continues to believe is compliant in accordance with EU law. However, the Austrian Courts and certain German Courts consider the Group’s services

non-compliant

with their respective local laws. The Group strongly disputes the basis of these claims and judgements made by Austrian and German courts in awarding the player’s claims.

As of March 31, 2024, the Group expects to settle claims amounting to €13 million ($15 million) and has recognized an accrued liability within loss contingencies forming part of other current liabilities. In addition, there are further claims made against the Group amounting to €40 million ($44 million

)

as of March 31, 2024,

the settlement of which is predicated on the merits of the case and whether the enforcement proceedings are successful in laying claim over the Group’s Maltese assets for settlement of these claims. The Group, based on advice from its legal counsel, believes such cross-border enforcement of judgements is in contravention to Maltese public policy and Regulation (EU) 1215/2012 and has not accrued any liability for these claims. The Group has filed countersuits before the Maltese Civil Court for setting aside these claims. The defendants have also filed garnishee orders with the Maltese Civil Court to attach the Group’s Maltese assets, some of which have already been declined by the Maltese Civil Court. Should the Maltese Courts decide in favor of the Group, there would be grounds for dismissal of all pending player claims instituted against the Group.

While the Group believes that it has strong arguments, at this time, the Group is unable to reasonably estimate the likelihood of the outcome due to the complexities and uncertainty around the judicial process.

Others

During the three months ended March 31, 2024, no additional information has become available that would cause the Group to reassess the potential liability related to the Group’s pending claims and litigations in relation to the Group’s previously reported tax dispute in PokerStars business in Italy, cybersecurity incident and G

oods and

Services Tax appli

cab

le to operations in India as discussed in our 2023 Annual

Report.

On April 29, 2024, the Group issued $525 million aggregate principal amount of

USD-denominated

6.375% senior secured notes due 2029 (the USD Notes) and €500 million aggregate principal amount of

EUR-denominated

5.000% senior secured notes due 2029 (the EUR Notes and, together with the USD Notes, the Notes), each issued at 100%

of their nominal value, by its subsidiary Flutter Treasury DAC. The Group used the proceeds of the Notes to repay the EUR First Lien Term Loan B due 2026 under the existing syndicated facility agreement dated July 10, 2018, and to repay borrowings under the existing multi-currency revolving credit facility, and pay certain costs, fees and expenses in connection with the offering of the Notes.

Shareholders at the Company’s Annual General Meeting held on May 1, 2024, approved the Company’s primary listing on the NYSE. As of May 31, 2024, the Company expects to transfer the Company’s LSE listing category on the Official List of the Financial Conduct Authority from “Premium Listing (commercial company)” to “Standard Listing (shares)”. Following such transfer, the Company’s shares will remain eligible for and continue to trade on the Main Market of the LSE as a Standard Listing segment issuer.