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Flutter Entertainment plc

For the period ended Jun 30, 2024. Filed Aug 13, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 13, 2024

FLUT$81.70-1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-14.

0001193125-24-137671

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-13.

0001193125-24-199779

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 125 previous paragraphs and 193 current paragraphs.

69 unchanged; 48 reworded; 56 added; 8 removed; 0 previous and 20 current paragraphs rearranged.

Tables are not compared: 33 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (56)

Current report

In circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the Group level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the Group level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or use product offerings in multiple divisions. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Current report

Adjusted EBITDA and Adjusted EBITDA Margin arenon-GAAP financial measures. See “—Supplemental Disclosure of Non-GAAP Measures” for additional information about these measures and reconciliations to the most directly comparable financial measures calculated in accordance with U.S. GAAP.

Current report

Technology, research and development expenses increased by 23%, to $216 million for the three months ended June 30, 2024, from $176 million for the three months ended June 30, 2023, primarily reflecting increased labor costs as we scale our business in the U.S. and invest in product development to enhance the customer proposition of our brands across the Group.

Current report

General and administrative expense remained consistent period on period at $445 million for the three months ended June 30, 2024, compared with $445 million for the three months ended June 30, 2023.

Current report

Operating profit increased by $147 million to $369 million for the three months ended June 30, 2024, from $222 million for the three months ended June 30, 2023, as a result of the factors above.

Current report

Net income increased by $233 million, or 364%, to $297 million for the three months ended June 30, 2024, from $64 million for the three months ended June 30, 2023 and net profit margin increased to 8.2% from 2.1%, as a result of the factors above.

Current report

Total U.S. AMPs is not a sum total of the AMPs for each product category because in circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the U.S. division level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the U.S. division level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or use product offerings in multiple divisions. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Current report

Total revenue for our U.S. segment increased by 39% to $1,527 million for the three months ended June 30, 2024, from $1,097 million for the three months ended June 30, 2023, reflecting AMPs growth of 27%. Sportsbook revenue increased by 41%, with amounts staked up 35% to $10,976 million and AMPs 30% higher at 2.8 million due to our strong growth across both new and existing states. Sportsbook net revenue margin increased to 10.0% for the three months ended June 30, 2024 compared to 9.6% for the three months ended June 30, 2023. This reflected continued expansion of our expected sportsbook net revenue margin, driven by our market leading product offering and pricing capabilities, partly offset by a 50 basis points adverse impact from less favorable sports results compared with the prior period (sports results for the three months ended June 30, 2024: 110 basis points favorable; for the three months ended June 30, 2023:160 basis points favorable).

Current report

iGaming revenue for the three months ended June 30, 2024 increased by 47% driven by our focuses on improving customer experiences and product innovation including the launch of exclusive new titles such as Fort Knox Catsand the addition of new FanDuel Reward Machine features. As a result AMPs increased by 30% period on period to 0.7 million for the three months ended June 30, 2023.

Current report

Adjusted EBITDA for the U.S. was $260 million for the three months ended June 30, 2024, a $88 million increase compared to $172 million for the three months ended June 30, 2023. Adjusted EBITDA Margin increased to 17.0% for the three months ended June 30, 2024 from 15.7% for the three months ended June 30, 2023. These improvements were driven by (i) an increase in revenue as a result of the factors above; and (ii) significant economies of scales achieved in sales and marketing expenses through continued disciplined player acquisition investment in existing states. These improvements were partially offset by an increase in technology, research and development costs, primarily reflecting increased headcount costs as we continue to invest in scaling our business in the US.

Current report

Total UKI AMPs is not a sum total of the AMPs for each product category because in circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the UKI division level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the UKI division level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or use product offerings in multiple divisions. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Current report

Sportsbook revenue increased by 12% to $451 million for the three months ended June 30, 2024 from $401 million for the three months ended June 30, 2023, mainly driven by the Euros and a 170 basis points increase in our sportsbook net revenue margin to 14.0%. This was driven by the continued expansion of our expected net revenue margin due to greater same game parlay adoption, which is a higher margin bet type. We also benefited from 110 basis points of favorable sports results period on period (sports results for the three months ended June 30, 2024: 190 basis points favorable; for the three months ended June 30, 2023: 80 basis points favorable).

Current report

Adjusted EBITDA for UKI was $293 million for the three months ended June 30, 2024, a $44 million increase from $249 million for the three months ended June 30, 2023. Adjusted EBITDA Margin remained consistent period on period at 31.6% for the three months ended June 30, 2024 and 2023. This was due to the increase in revenue as a result of the factors above, offset by the increase in sales and marketing expenses related to the Euros.

Current report

Total International AMPs is not a sum total of the AMPs for each product category because in circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the International division level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the International division level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or use product offerings in multiple divisions. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Current report

iGaming revenue increased by 6% to $574 million for the three months ended June 30, 2024 from $540 million for the three months ended June 30, 2023, due to the addition of MaxBet and growth in Italy and Georgia partly offset by tax changes in India.

Current report

Other revenue for the three months ended June 30, 2024 increased by 13% driven by the new concession in Morocco.

Current report

Adjusted EBITDA for International was $156 million for the three months ended June 30, 2024, a 8% increase from $145 million for the three months ended June 30, 2023, and Adjusted EBITDA Margin decreased by 70 basis points to 19.3% for the three months ended June 30, 2024. This reflects operating cost savings from the closure of Fox Bet and the optimization of the PokerStars business model being offset by the phasing of general and administration costs in the prior year.

Current report

See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Current report

Six months ended June 30, 2024 compared to six months ended June 30, 2023:

Current report

In circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the Group level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the Group level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or use product offerings in multiple divisions. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Current report

Net profit (loss) margin is net profit (loss) divided by revenue.

Current report

Adjusted EBITDA and Adjusted EBITDA Margin arenon-GAAP financial measures. See “—Supplemental Disclosure of Non-GAAP Measures” for additional information about these measures and reconciliations to the most directly comparable financial measures calculated in accordance with U.S. GAAP.

Current report

Our revenue increased by 18%, to $7,008 million for the six months ended June 30, 2024, from $5,919 million for the six months ended June 30, 2023 and our AMPs grew 14% period on period to 14.0 million. The key drivers of Group revenue growth were (i) continued expansion of our US segment, with revenue 35% higher period on period (ii) strong UKI iGaming and sportsbook growth following a positive Euros and the benefit of positive sports results during the three months ended June 30, 2024 and (iii) a strong International performance particularly in Italy. The addition of MaxBet in International segment in the six months ended June 30, 2024 also added 1% to total Group revenue. The impact of sports results which is calculated as the difference between our expected net revenue margin for the period and our actual net revenue margin had an approximately 1% positive impact on total revenue growth for the six months ended June 30, 2024.

Current report

Cost of sales increased by 20%, to $3,628 million for the six months ended June 30, 2024, from $3,032 million for the six months ended June 30, 2023, in line with the increase in revenue. Cost of sales as a percentage of revenue remained consistent period on period at 52% for the six months ended June 30, 2024 compared with 51% for the six months ended June 30, 2023.

Current report

Interest expense, net increased by $45 million, to $220 million for the six months ended June 30, 2024, from $174 million for the six months ended June 30, 2023, primarily as a result of an increase in interest rates due to maturity of our derivatives used to hedge interest rate risk in the six months ended June 30, 2023 and entering into new derivatives with higher fixed interest rates.

Current report

Income tax expense increased by $23 million, to $68 million for the six months ended June 30, 2024, from $45 million for the six months ended June 30, 2023. The movement is primarily due to the change in amount and jurisdictional mix of profits in which the Group has a taxable presence, as well as the tax impact of discrete adjustments.

Current report

Net income (loss) increased by $167 million, or 355%, to $120 million net profit for the six months ended June 30, 2024, from $47 million net loss for the six months ended June 30, 2023 and net profit margin increased to 1.7% from 0.8% net loss margin, as a result of the factors above.

Current report

Adjusted EBITDA increased by 27%, to $1,252 million for the six months ended June 30, 2024, from $985 million for the six months ended June 30, 2023. Adjusted EBITDA Margin increasing by 130 basis points from 16.6% to 17.9% reflecting the revenue performance and expenses trend outlined above.

Current report

Total U.S. AMPs is not a sum total of the AMPs for each product category because in circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the U.S. division level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the U.S. division level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or use product offerings in multiple divisions. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Current report

Total UKI AMPs is not a sum total of the AMPs for each product category because in circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the UKI division level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the UKI division level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or use product offerings in multiple divisions. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Current report

Total revenue for our UKI segment increased by 17% to $1,789 million for the six months ended June 30, 2024 from $1,525 million for the six months ended June 30, 2023. AMPs increased by 5% to 4.3 million for the six months ended June 30, 2024 from 4.1 million for the six months ended June 30, 2023, largely benefitted from the Euros and strong iGaming AMP growth.

Current report

Other revenue increased by 9%, to $98 million for the six months ended June 30, 2024 from $90 million for the six months ended June 30, 2023 driven by the Betfair Exchange.

Current report

Total International AMPs is not a sum total of the AMPs for each product category because in circumstances where a player uses multiple product categories within one brand, we are generally able to identify that it is the same player who is using multiple product categories and therefore count this player as only one AMP at the International division level while also counting this player as one AMP for each separate product category that the player is using. As a result, the sum of the AMPs presented at the product category level presented above is greater than the total AMPs presented at the International division level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or use product offerings in multiple divisions. See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Current report

Sportsbook revenue increased by 7% to $357 million for the six months ended June 30, 2024 from $335 million for the six months ended June 30, 2023. This was mainly due to stakes increasing by 22% to $3,042 million partly offset by the decrease in sportsbook net revenue margin of 170 basis points to 11.7%. The unfavorable sports results primarily in Sisal, during the three months ended June 30, 2024, led to 140 basis point unfavorable impact from sports results period on period (the six months ended June 30, 2024: 30 basis points unfavorable impact; six months ended June 30, 2023:110 basis points favorable impact).

Current report

iGaming revenue increased by 7% to $1,174 million for the six months ended June 30, 2024 from $1,093 million for the six months ended June 30, 2023, with the addition of MaxBet and strong AMP growth offsetting a challenging prior year comparative due to the record SuperEnalotto jackpot in Italy.

Current report

Other revenue for the six months ended June 30, 2024 increased by 26% driven by the new concession in Morocco and Betfair Exchange.

Current report

See “—Key Operational Metrics” above for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

Showing the first 40 of 56 passages. Open the source sections for the rest.

Removed paragraphs (8)

Previous report

Net loss increased by $66 million, or 59%, to $177 million for the three months ended March 31, 2024, from $111 million for the three months ended March 31, 2023 and net loss margin increased to 5.2% from 3.8%, as a result of the factors above.

Previous report

Syndicated Facility Agreement (the “Term Loan B Agreement”)

Previous report

The improvement in our cash clow from operating activities was driven by (i) delivery of cash flow from operating activities before changes in operating assets and liabilities due to improved Adjusted EBITDA and lower income taxes paid offset by interest payments and (ii) an improvement in our operating assets and liabilities (which include changes in operating lease liabilities, player deposit liabilities, current taxes payable and accruals for transaction fees and associated costs and restructuring and integration costs and cash flows from derivatives designated in hedging relationship) which was a cash inflow of $14 million for the three months ended March 31, 2024 compared to cash outflow of $234 million for the three months ended March 31, 2023.

Previous report

The improvement in our operating assets and liabilities was driven by the time lag between receipt of invoices and payments to our suppliers, as well an increase in other non-current assets during the three months ended March 31, 2023 largely due to the payment of advances relating to our dispute with the U.S. Internal Revenue Service relating to the applicability of excise tax on wagers in relation to our fantasy sports product offering, and a cash inflow of $73 million from player deposits in the three months ended March 31, 2024 versus a cash outflow of $77 million in the three months ended March 31, 2023 driven largely by our U.S business, and higher customer deposits and also the timing of sporting events in the three months ended March 31, 2023.
Reworded paragraphs (48)

Previous wording

We believe that we are well-positioned to capitalize on the future long-term growth of the markets we operate in. Our financial growth engine is built on sustainable revenue growth, margin benefits, significant cashflow generation, and disciplined capital allocation.

Current wording

We believe that we are well-positioned to capitalize on the future long-term growth of the markets we operate in.

Previous wording

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.

Current wording

Segment results for the three and six months ended June 30, 2023, have been revised to reflect the change in operating segment measurement and change in operating segment composition.

Previous wording

Notwithstanding the methodology described in the immediately preceding paragraph, our AMPs information is based on player data collected by each of our brands, which generally each employ their own unique data platform, and reflects a level of duplication that arises from individuals who use multiple brands. More specifically, we are generally unable to identify when the same individual player is using multiple brands and therefore count this player multiple times. In addition to the duplication that arises when the same individual player is using multiple brands, we do not eliminate from the AMPs information presented for the Group as a whole duplication of individual players who use our product offerings in multiple divisions. For example, a player who uses Betfair Casino in the iGaming product category within the UKI division and Betfair Exchange in the other product category within the International division would appropriately count as one AMP for each of the iGaming product category and the other product category and would appropriately count as one AMP for each of the UKI division and the International division; however, this player would count as two AMPs (rather than one AMP) for the Group as a whole. We are unable to quantify the level of duplication that arises as a result of these circumstances, but do not believe it to be material and note that players must demonstrate residency within the geography covered by a division to sign up for an account, and accordingly such duplication could only arise in the circumstance of an individual player having multiple residences across different divisions. For a further description of the duplication that can arise in the way we count AMPs, see Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2023 Annual Report. We do not believe that the existence of player duplication undercuts the meaningfulness of the AMPs data that we present for assessing underlying trends in our business, and our management uses this AMPs data for this purpose.

Current wording

Notwithstanding the methodology described in the immediately preceding paragraph, our AMPs information is based on player data collected by each of our brands, which generally each employ their own unique data platform, and reflects a level of duplication that arises from individuals who use multiple brands. More specifically, we are generally unable to identify when the same individual player is using multiple brands and therefore count this player multiple times. In addition to the duplication that arises when the same individual player is using multiple brands, we do not eliminate from the AMPs information presented for the Group as a whole duplication of individual players who use our product offerings in multiple divisions. For example, a player who uses Betfair Casino in the iGaming product category within the UKI division and Betfair Exchange in the other product category within the International division would appropriately count as one AMP for each of the iGaming product category and the other product category and would appropriately count as one AMP for each of the UKI division and the International division; however, this player would count as two AMPs (rather than one AMP) for the Group as a whole.

Previous wording

Our US segment is considered to be the largest growth opportunity for the Group. Since 2018 when the key gambling legislation was overturned by the U.S. Supreme Court, a number of states have moved to legalize and regulate gambling at the state level. As of March 31, 2024, FanDuel is active in 22 states that have legalized and regulated for a competitive online sports betting market and 5 states that have legalized and regulated iGaming.

Current wording

Our US segment is considered to be the largest growth opportunity for the Group. Since 2018 when the key gambling legislation was overturned by the U.S. Supreme Court, a number of states have moved to legalize and regulate gambling at the state level. As of June 30, 2024, FanDuel is active in 23 states that have legalized and regulated for a competitive online sports betting market and 5 states that have legalized and regulated iGaming. Effective from July 1, 2024, the state of Illinois increased its tax rates on online sports betting which we estimate equates to a $50 million U.S. Adjusted EBITDA impact for the six months ending December 31, 2024 before any mitigating actions which involves optimization of player incentives and media spend, which are expected to have an approximate $10 million impact, resulting in a net U.S. Adjusted EBITDA of $40 million for the 6 months ending December 31, 2024. We would anticipate that ongoing mitigation efforts can reduce the U.S. Adjusted EBITDA impact of the tax increase by approximately 50% in 2025. No other states have advanced similar legislation.

Previous wording

While more mature and developed than many other European markets, the United Kingdom and Ireland online gaming and betting market has continued to exhibit good levels of growth despite the introduction of safer gambling initiatives by operators in the United Kingdom and Ireland.

Current wording

While more mature and developed than many other European markets, the United Kingdom and Ireland online gaming and betting markets have continued to exhibit good levels of growth despite the introduction of safer gambling initiatives by operators in those markets and regulatory changes in Great Britain.

Previous wording

Italy is the largest regulated gambling market in the European Union, with its online penetration expected to stand at 22% based on GGR in 2024, which represents an opportunity for Italian online betting and gaming to further grow given the under-penetration in this market.

Current wording

Italy is the largest regulated gambling market in the European Union, with its online penetration expected to stand at 23.0% based on GGR in 2024, which represents an opportunity for Italian online betting and gaming to further grow given the under-penetration in this market.

Previous wording

In recent years, the regulatory framework in Italy has tightened with an online advertising ban issued in 2019 as well as an increase in tax on gross win for sports betting and gaming. In January 2024, the Italian government approved the terms of the Reorganization Decree which will undertake the first regulatory evaluation of the Italian gambling market with the primary objectives to enhance player protection, combat illegal gambling and increase tax revenue through a new licensing framework. The Group does not expect material impact from these regulatory changes due to less reliance on online advertising, the advantage of scale, as well as its retail presence in Italy.

Current wording

In recent years, the regulatory framework in Italy has tightened with an online advertising ban issued in 2019 as well as a temporary (2 years) increase in taxes on gross winnings for sports betting to finance Italian sport during the Covid pandemic. In August 2023, the Italian government approved the terms of a new decree to reorganize the entire gambling sector with the primary objective of improving player protection, combating illegal gambling and increasing tax revenue through a new licensing framework. The first operational step was the approval of a decree in March 2024 to initiate the reorganization of the online sector through the issuing of a new tender, for fifty expected new online gaming licenses to be awarded by the first quarter of 2025. Theses licenses will have a nine year validity and cover all the games that are not subject to exclusive licenses, such as online scratch cards. Groups, such as Flutter can hold a maximum of five licenses. The Group does not currently expect a significant impact from these regulatory changes due to its reduced dependence on online advertising, its scale advantage, and its retail presence in Italy.

Previous wording

Among international markets in which we operate, Turkey, India, Georgia, and Spain are our four largest markets after Italy. For the period between 2016 and 2023, the market grew at a CAGR of 27.2%, 22.9% and 21.5% in Turkey, India, and Georgia, respectively, driven by the fast-growing online channel. While the market grew at a CAGR of 2.5% in Spain for the same period, the online segment grew at a CAGR of 10.9%.

Current wording

Among the international markets in which we operate, Turkey, India, Georgia, Serbia and Spain are our five largest markets after Italy. For the period between 2016 and 2023, the market grew at a CAGR of 27.2%, 22.9% and 21.5% in Turkey, India, and Georgia, respectively, driven by the fast-growing online channel. While the market grew at a CAGR of 2.5% in Spain for the same period, the online segment grew at a CAGR of 10.9%.

Previous wording

The regulatory environment in Australia has also evolved significantly in recent years, especially after the introduction of point of consumption tax in 2019. Queensland, New South Wales and the Australian Capital Territory have since increased point of consumption tax, and finally, Victoria announced an increase in the point of consumption tax rate from 10% to 15%, effective from July 1, 2024. The higher tax environment underlines the importance of scale in the Australian market and favours large operators, as increasing regulatory and tax hurdles can drive out smaller operators and support market share expansion for scale operators.

Current wording

The regulatory environment in Australia has also evolved significantly in recent years, especially after the introduction of point of consumption tax in 2019. Queensland, New South Wales and the Australian Capital Territory have since increased point of consumption tax, and finally, Victoria announced an increase in the point of consumption tax rate from 10% to 15%, effective from July 1, 2024. The higher tax environment underlines the importance of scale in the Australian market and favors large operators, as increasing regulatory and tax hurdles can drive out smaller operators and support market share expansion for scale operators.

Previous wording

Our revenue grew 16%, to $3,397 million for the three months ended March 31, 2024, from $2,918 million for the three months ended March 31, 2023. The growth was mainly driven by continued expansion of our player base, with AMPs up 11% period on period to 13.7 million. The continued expansion of our US segment, with revenue 32% higher period on period and the excellent iGaming momentum in UKI segment and the addition of MaxBet in the three months ended March 31, 2024 which added 2% to total revenue growth period on period were the key drivers of this growth. The impact of sports results which is calculated as the difference between our expected net revenue margin for the period and our actual net revenue margin had an approximately 5% negative impact on total revenue growth for the three months ended March 31, 2024.

Current wording

Our revenue increased by 20%, to $3,611 million for the three months ended June 30, 2024, from $3,001 million for the three months ended June 30, 2023 and our AMPs grew 17% period on period to 14.3 million. The key drivers of Group revenue growth were (i) continued expansion of our US segment, with revenue 39% higher period on period, (ii) strong UKI iGaming and sportsbook growth following a positive European Football Championships (‘Euros’) and the benefit of positive sports results and finally (iii) a strong International performance particularly in Italy. The addition of MaxBet in the International segment in the three months ended June 30, 2024 also added 1% to total Group revenue. The impact of sports results which is calculated as the difference between our expected net revenue margin for the period and our actual net revenue margin had an approximately 7% positive impact on total revenue growth for the three months ended June 30, 2024.

Previous wording

Cost of sales increased by 16%, to $1,793 million for the three months ended March 31, 2024, from $1,541 million for the three months ended March 31, 2023, in line with the increase in revenue. Cost of sales as a percentage of revenue remained consistent period on period at 53% for the three months ended March 31, 2024 and 2023.

Current wording

Cost of sales increased by 23%, to $1,835 million for the three months ended June 30, 2024, from $1,491 million for the three months ended June 30, 2023, in line with the increase in revenue. Cost of sales as a percentage of revenue remained consistent period on period at 51% for the three months ended June 30, 2024 compared with 50% for the three months ended June 30, 2023.

Previous wording

Sales and marketing expenses remained consistent period on period at $881 million for the three months ended March 31, 2024, compared with $882 million for the three months ended March 31, 2023. Sales and marketing expenses as a percentage of revenue was 26% for the three months ended March 31, 2024, a decrease of 430 basis points from 30% for the three months ended March 31, 2023. This decrease was driven by (i) significant economies of scales achieved in existing states with continued disciplined player acquisition investment in the United States partly offset by new state launches, (ii) increasingly targeted investment in the “Consolidate and Invest” markets which include Italy, Spain, Georgia, Armenia, Brazil, India, Turkey, Morocco, Bosnia & Herzegovina, Serbia and the United States, to support the growth in these markets, as well as the closure of FOX Bet in August 2023 and (iii) a more personalized approach to spend within UKI.

Current wording

Sales and marketing expenses increased by 12%, to $746 million for the three months ended June 30, 2024, from $667 million for the three months ended June 30, 2023, primarily due to increased sales and marketing costs driven by investment in US customer acquisition and the Euros. Sales and marketing expenses as a percentage of revenue was 21% for the three months ended June 30, 2024, a decrease of 150 basis points from 22% for the three months ended June 30, 2023. This decrease was driven by (i) significant economies of scales achieved in existing states with continued disciplined player acquisition investment in the United States partly offset by new state launches, and (ii) increasingly targeted investment in the “Consolidate and Invest” markets which include Italy, Spain, Georgia, Armenia, Brazil, India, Turkey, Morocco, Bosnia & Herzegovina, Serbia and the United States, to support the growth in these markets, as well as the closure of FOX Bet in August 2023.

Previous wording

Other expense increased by $129 million, to $174 million for the three months ended March 31, 2024, from $45 million for the three months ended March 31, 2023. This increase was primarily driven by (i) the increase in the fair value loss of $120 million on the Fox Option liability period on period and, (ii) incurrence of a foreign exchange loss of $3 million for the three months ended March 31, 2024 as compared to a foreign exchange gain of $36 million for the three months ended March 31, 2023. This increase in other expense was partially offset as a result of a fair value gain on derivative instruments of $15 million for the three months ended March 31, 2024 as compared with a fair value loss on derivative instruments of $17 million for the three months ended March 31, 2023.

Current wording

Other income increased by $79 million, to $89 million for the three months ended June 30, 2024, from $10 million for the three months ended June 30, 2023. This increase was primarily driven by the fair value gain of $91 million on the Fox Option liability for the three months ended June 30, 2024, as compared to a fair value loss of $53 million for the three months ended June 30, 2023. This increase in other income was partially offset by (i) a foreign exchange loss of $8 million for the three months ended June 30, 2024 as compared to a foreign exchange gain of $35 million for the three months ended June 30, 2023 and (ii) a fair value gain on derivative instruments of $7 million for the three months ended June 30, 2024 as compared to $29 million for the three months ended June 30, 2023.

Previous wording

Interest expense, net increased by $20 million, to $112 million for the three months ended March 31, 2024, from $92 million for the three months ended March 31, 2023, primarily as a result of an increase in long-term debt.

Current wording

Interest expense, net increased by $26 million, to $108 million for the three months ended June 30, 2024, from $82 million for the three months ended June 30, 2023, primarily as a result of an increase in interest rates due to maturity of derivatives used to hedge interest rate risk in the three months ended June 30, 2023 and entering into new derivatives with higher fixed interest rates.

Previous wording

Income taxes decrease by $56 million, to a charge of $15 million for the three months ended March 31, 2024, from an income of $41 million for the three months ended March 31, 2023. The movement is primarily due to the change in the mix of profits in the jurisdictions in which the Group has a taxable presence.

Current wording

Income tax expense decreased by $33 million, to $53 million for the three months ended June 30, 2024, from $86 million for the three months ended June 30, 2023. The movement is primarily due to the change in amount and jurisdictional mix of profits in which the Group has a taxable presence, as well as the tax impact of discrete adjustments.

Previous wording

Adjusted EBITDA increased by 46%, to $514 million for the three months ended March 31, 2024, from $352 million for the three months ended March 31, 2023. Adjusted EBITDA Margin increasing by 310 basis points from 12.1% to 15.1% reflecting the revenue performance and sales and marketing expenses trend outlined above.

Current wording

Adjusted EBITDA increased by 17%, to $738 million for the three months ended June 30, 2024, from $633 million for the three months ended June 30, 2023. Adjusted EBITDA Margin decreased by 70 basis points from 21.1% to 20.4% reflecting the revenue performance and expenses trend outlined above.

Previous wording

Other revenue for the three months ended March 31, 2024 decreased by 7% period on period driven by a decline in DFS where a portion of our DFS player base has migrated some or all of their play to our sportsbook product.

Current wording

Other revenue for the three months ended June 30, 2024 decreased by 3% period on period driven by a decline in DFS where a portion of our DFS player base has migrated some or all of their play to our sportsbook product.

Previous wording

Total revenue for our UKI segment increased by 17% to $861 million for the three months ended March 31, 2024 from $736 million for the three months ended March 31, 2023. AMPs grew by 2% to 4.1 million for the three months ended March 31, 2024 from 4.0 million for the three months ended March 31, 2023 despite lapping an enlarged post World Cup recreational customer base in the prior period.

Current wording

Total revenue for our UKI segment increased by 18% to $928 million for the three months ended June 30, 2024 from $789 million for the three months ended June 30, 2023. AMPs increased by 7% to 4.4 million for the three months ended June 30, 2024 from 4.1 million for the three months ended June 30, 2023, largely benefitted from the Euros.

Previous wording

Other revenue grew by 7%, to $44 million for the three months ended March 31, 2024 from $41 million for the three months ended March 31, 2023 driven by the Betfair Exchange.

Current wording

Other revenue increased by 10%, to $54 million for the three months ended June 30, 2024 from $49 million for the three months ended June 30, 2023 driven by the Betfair Exchange.

Previous wording

Total revenue for our International segment increased by 5% to $797 million for the three months ended March 31, 2024 from $760 million for the three months ended March 31, 2023, reflecting a 20% increase in AMPs. Revenue in our “Consolidate and Invest” markets grew 8% reflecting the acquisition of MaxBet in January 2024 which contributed $47 million in revenue during the three months ended March 31, 2024, as well as the strong revenue growth in Georgia and Armenia (+20%), Spain (+13%), and Brazil (+8%). This growth helped to mitigate the revenue decline in India (-25%) due to the impact of tax changes introduced in the three months ended December 31, 2023.

Current wording

Total revenue for our International segment increased by 11% to $807 million for the three months ended June 30, 2024 from $726 million for the three months ended June 30, 2023, reflecting a 24% increase in AMPs. Revenue in our “Consolidate and Invest” markets grew 16% reflecting (i) the benefit from the Euros, (ii) the acquisition of MaxBet in January 2024, which contributed $52 million in revenue during the three months ended June 30, 2024 and, (iii) the strong revenue growth in Italy (+11%), Georgia (+12%), Spain (+10%) and Brazil (+6%). This growth helped to mitigate the revenue decline in India (-8%) due to the impact of tax changes introduced in the three months ended December 31, 2023.

Previous wording

Sportsbook revenue declined by 12% to $160 million for the three months ended March 31, 2024 from $181 million for the three months ended March 31, 2023. This was mainly due to the decrease in sportsbook net revenue margin of 370 basis points to 10.2%, despite stakes increasing by 21% to $1,567 million. The decrease in net revenue margin was driven by the 280 basis point impact from unfavorable sports results period on period (three months ended March 31, 2024: 150 basis points unfavorable impact; three months ended March 31, 2023: 130 basis points favorable impact). iGaming revenue increased by 8% to $600 million for the three months ended March 31, 2024 from $553 million for the three months ended March 31, 2023, with a strong Sisal iGaming revenue growth of 24% despite a challenging prior year comparative including the record SuperEnalotto jackpot. Other revenue for the three months ended March 31, 2024 increased by 42% driven by the launch of our Moroccan sports betting concession and the Betfair Exchange.

Current wording

Sportsbook revenue increased by 28% to $197 million for the three months ended June 30, 2024 from $154 million for the three months ended June 30, 2023. This was mainly due to the stakes increase of 23% to $1,475 million driven by the Euros and the increase in sportsbook net revenue margin of 50 basis points to 13.4%. The increase in net revenue margin was driven by the 20 basis point impact from favorable sports results period on period (three months ended June 30, 2024: 110 basis points favorable impact; three months ended June 30, 2023: 90 basis points favorable impact).

Previous wording

Australia revenue declined by 6% to $329 million for the three months ended March 31, 2024 from $351 million for the three months ended March 31, 2023, with AMPs broadly in line period on period. The decrease in sportsbook revenue was driven by a 19% decline in amounts staked to $2,546 million in for the three months ended March 31, 2024, due to continued softer racing market environment, compared to the three months ended March 31, 2023. The sportsbook net revenue margin increased by 180 basis points to 12.9% in three months ended March 31, 2024 primarily driven by favorable sports results. The impact of sports results 1 was 170 and 30 basis points of favorable impact in the three months ended March 31, 2024 and the three months ended March 31, 2023, respectively.

Current wording

Australia revenue decreased by 10% to $349 million for the three months ended June 30, 2024 from $389 million for the three months ended June 30, 2023, with AMPs increasing by 5%, to 1.2 million in period, due to strong engagement on key sports events including the Rugby League State of Origin games during the quarter. The decrease in sportsbook revenue was driven by a 8% decrease in amounts staked to $2,726 million in for the three months ended June 30, 2024, due to continued softer racing market environment, in line with expectations, compared to the three months ended June 30, 2023. The sportsbook net revenue margin decreased by 30 basis points to 12.8% in three months ended June 30, 2023 primarily driven by the adverse impact from less favorable sports results. The impact of sports results was 40 and 90 basis points of favorable impact in the three months ended June 30, 2024 and the three months ended June 30, 2023, respectively.

Previous wording

Adjusted EBITDA for Australia was $83 million for the three months ended March 31, 2024, a 2% decrease from $85 million for the three months ended March 31, 2023. Adjusted EBITDA Margin increased 100 basis points to 25.2%. Theperiod-on-period movement reflected the decrease in revenue as a result of the factors above which was partially offset by the lower racing streaming costs.

Current wording

Adjusted EBITDA for Australia was $74 million for the three months ended June 30, 2024, a 31% decrease from $108 million for the three months ended June 30, 2023. Adjusted EBITDA Margin decreased by 660 basis points to 21.2%. Theperiod-on-period movement reflected the decrease in revenue as a result of the factors above.

Previous wording

Technology, research and development expenses increased by 13%, to $190 million for the three months ended March 31, 2024, from $168 million for the three months ended March 31, 2023, primarily driven by continued investment in product development to enhance the customer proposition of our brands across the Group.

Current wording

Technology, research and development expenses increased by 18%, to $406 million for the six months ended June 30, 2024, from $344 million for the six months ended June 30, 2023, primarily driven by continued investment in product development to enhance the customer proposition of our brands across the Group and increased labor costs as we are scaling our business in the US.

Previous wording

General and administrative expenses increased by 20%, to $409 million for the three months ended March 31, 2024, from $342 million for the three months ended March 31, 2023. The increase was primarily as a result of (i) the continued expansion of our U.S. business and (ii) an increase in corporate overhead due to greater investment in Group resource. The increase also reflects the advisory fees related to activities associated with the change in the primary listing of the Group.

Current wording

General and administrative expenses increased by 9%, to $854 million for the six months ended June 30, 2024, from $787 million for the six months ended June 30, 2023. The increase was primarily as a result of (i) the continued expansion of our U.S. business and (ii) an increase in corporate overhead due to greater investment in Group resource. The increase also reflects the advisory fees related to activities associated with the change in the primary listing of the Group.

Previous wording

Operating profit increased by $139 million from a loss of $15 million for the three months ended March 31, 2023, to a profit of $124 million for the three months ended March 31, 2024, as a result of the factors above.

Current wording

Operating profit increased by $286 million from a profit of $207 million for the six months ended June 30, 2023, to a profit of $493 million for the six months ended June 30, 2024, as a result of the factors above.

Previous wording

Total revenue for our U.S. segment grew by 32% to $1,410 million for the three months ended March 31, 2024, from $1,071 million for the three months ended March 31, 2023, reflecting AMPs growth of 15%. Sportsbook revenue increased by 30%, with amounts staked up 24% to $13,484 million and AMPs 19% higher at 3.3 million from strong growth in existing states. Sportsbook net revenue margin increased to 7.3% for the three months ended March 31, 2024 compared to 7.0% for the three months ended March 31, 2023. This reflected continued expansion of our expected sportsbook net revenue margin, driven by our market leading product offering, partly offset by a 150 basis points adverse impact from unfavorable sports results compared with the prior period (sports results for the three months ended March 31, 2024: 130 basis points unfavorable; for the three months ended March 31, 2023: 20 basis points favorable). These unfavorable results were most pronounced in the second half of March 2024 related to the “March Madness” NCAA college basketball tournament.

Current wording

Total revenue for our U.S. segment increased by 35% to $2,937 million for the six months ended June 30, 2024, from $2,168 million for the six months ended June 30, 2023, reflecting AMPs increasing by 21%. Sportsbook revenue increased by 35%, with amounts staked increased by 28% to $24,460 million and AMPs 24% higher at 3.1 million from strong growth in both new and existing states. Sportsbook net revenue margin increased to 8.5% for the six months ended June 30, 2024 compared to 8.1% for the six months ended June 30, 2023. This reflected continued expansion of our expected sportsbook net revenue margin, driven by our market leading product offering, partly offset by a 100 basis points adverse impact from unfavorable sports results compared with the prior period (sports results for the six months ended June 30, 2024: 20 basis points unfavorable; for the six months ended June 30, 2023: 80 basis points favorable). These unfavorable results were most pronounced in the second half of March 2024 related to the “March Madness” NCAA college basketball tournament.

Previous wording

iGaming revenue for the three months ended March 31, 2024 increased by 49% driven by our focuses on improving customer experiences and product innovation including the launch of exclusive new slot games, that led to a 34% increase in AMPs period on period to 0.8 million for the three months ended March 31, 2024.

Current wording

iGaming revenue for the six months ended June 30, 2024 increased by 48% driven by our focus on improving customer experiences and product innovation including the launch of exclusive new slot games, that led to a 32% increase in AMPs period on period to 0.7 million for the six months ended June 30, 2024.

Previous wording

Adjusted EBITDA for the U.S. was $26 million for the three months ended March 31, 2024, a $79 million increase compared to $(53) million for the three months ended March 31, 2023. Adjusted EBITDA Margin improved to 1.8% for the three months ended March 31, 2024 from (4.9)% for the three months ended March 31, 2023. These improvements were driven by (i) an increase in revenue as a result of the factors above; and (ii) significant economies of scales achieved in sales and marketing expenses through continued disciplined player acquisition investment in existing states, partly offset by new state launches.

Current wording

Adjusted EBITDA for the U.S. was $286 million for the six months ended June 30, 2024, a $167 million increase compared to $119 million for the six months ended June 30, 2023. Adjusted EBITDA Margin increased to 9.7% for the six months ended June 30, 2024 from 5.5% for the six months ended June 30, 2023. These improvements were driven by (i) an increase in revenue as a result of the factors above; and (ii) significant economies of scales achieved in sales and marketing expenses through continued disciplined player acquisition investment in existing states, partly offset by new state launches.

Previous wording

Sportsbook revenue grew 9% to $411 million for the three months ended March 31, 2024 from $376 million for the three months ended March 31, 2023, despite a busier sporting calendar in the prior period. Sportsbook revenue growth reflected an increase in net revenue margin of 100 basis points period on period to 12.6%. This was driven by the continued expansion of our expected net revenue margin as penetration of higher margin bet types such as Build A Bet increase. We also benefited from 40 basis points of favorable sports results period on period (sports results for the three months ended March 31, 2024: 40 basis points favorable; for the three months ended March 31, 2023: in line with expected margin).

Current wording

Sportsbook revenue increased 11% to $862 million for the six months ended June 30, 2024 from $777 million for the six months ended June 30, 2023, mainly due to the Euros and an increase in net revenue margin of 140 basis points period on period to 13.3%. This was driven by the continued expansion of our expected net revenue margin due to greater adoption of higher margin same game parlay bet types. We also benefited from 80 basis points of favorable sports results period on period (sports results for the six months ended June 30, 2024: 120 basis points favorable; for the six months ended June 30, 2023: 40 basis points favorable). Sports results were particularly favorable during the Euros.

Previous wording

iGaming revenue grew 27%, to $406 million for the three months ended March 31, 2024, from $319 million for the three months ended March 31, 2023, driven by AMP growth of 9% through consistent delivery of product improvements which drove strong cross-sell rates.

Current wording

iGaming revenue increased 26%, to $829 million for the six months ended June 30, 2024, from $658 million for the six months ended June 30, 2023, driven by AMP growth of 12% through consistent delivery of product improvements which drove strong cross-sell rates.

Previous wording

Adjusted EBITDA for UKI was $268 million for the three months ended March 31, 2024, a $62 million increase from $206 million for the three months ended March 31, 2023. Adjusted EBITDA Margin improved by 310 basis points to 31.1%. The improvements were driven by (i) increase in revenue as a result of the factors above; and (ii) operating leverage, particularly in sales and marketing expenses.

Current wording

Adjusted EBITDA for UKI was $561 million for the six months ended June 30, 2024, a $106 million increase from $455 million for the six months ended June 30, 2023. Adjusted EBITDA Margin increased by 160 basis points to 31.4%. The improvements were driven by (i) increase in revenue as a result of the factors above; and (ii) operating leverage, particularly in general and administrative expenses.

Previous wording

Adjusted EBITDA for International was $173 million for the three months ended March 31, 2024, a 16% increase from $149 million for the three months ended March 31, 2023, and Adjusted EBITDA Margin increased by 210 basis points to 21.7% for the three months ended March 31, 2024. These increases were primarily driven by the (i) increase in revenue as a result of the factors above, (ii) increasingly targeted investment in the “Consolidate and Invest” markets to support the growth in these markets and (iii) the closure of FOX Bet in August 2023. These increases were partly offset by investment to support our expanding International portfolio.

Current wording

Adjusted EBITDA for International was $329 million for the six months ended June 30, 2024, a $35 million increase from $294 million for the six months ended June 30, 2023, and Adjusted EBITDA Margin increased by 70 basis points to 20.5% for the six months ended June 30, 2024. These increases were primarily driven by (i) the increase in revenue as a result of the factors above and (ii) cost savings from the closure of FOX Bet in August 2023 and the optimization of the PokerStars business model.

Previous wording

Adjusted EBITDA is defined on a Group basis as net profit (loss) before income taxes; other (expense)/ income, net; interest expense, net; depreciation and amortization; transaction fees and associated costs; restructuring and integration costs; impairment of property and equipment and intangible assets, and share-based compensation charge. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue.

Current wording

Adjusted EBITDA is defined on a Group basis as income (loss) before income taxes; other (expense) income, net; interest expense, net; depreciation and amortization; transaction fees and associated costs; restructuring and integration costs;; impairment of property and equipment and intangible assets, and share-based compensation charge. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue.

Previous wording

Adjusted EBITDA and Adjusted EBITDA Margin arenon-GAAP measures and should not be viewed as measures of overall operating performance, indicators of our performance, considered in isolation, or construed as alternatives to operating profit/(loss) or net profit/(loss) measures, or as alternatives to cash flows from operating activities, as measures of liquidity, or as alternatives to any other measure determined in accordance with GAAP.

Current wording

Adjusted EBITDA and Adjusted EBITDA Margin arenon-GAAP measures and should not be viewed as measures of overall operating performance, indicators of our performance, considered in isolation, or construed as alternatives to operating profit (loss) or net income (loss) measures, or as alternatives to cash flows from operating activities, as measures of liquidity, or as alternatives to any other measure determined in accordance with GAAP.

Previous wording

Adjusted EBITDA and Adjusted EBITDA Margin are not measures of performance or liquidity calculated in accordance with GAAP. They are unaudited and should not be considered as alternatives to, or more meaningful than, net profit/(loss) as indicators of our operating performance. In addition, other companies in the betting and gaming industry that report Adjusted EBITDA may calculate Adjusted EBITDA in a different manner and such differences may be material. The definition of Adjusted EBITDA and Adjusted EBITDA Margin may not be the same as the definitions used in any of our debt agreements.

Current wording

Adjusted EBITDA and Adjusted EBITDA Margin are not measures of performance or liquidity calculated in accordance with GAAP. They are unaudited and should not be considered as alternatives to, or more meaningful than, net income (loss) as indicators of our operating performance. In addition, other companies in the betting and gaming industry that report Adjusted EBITDA may calculate Adjusted EBITDA in a different manner and such differences may be material. The definition of Adjusted EBITDA and Adjusted EBITDA Margin may not be the same as the definitions used in any of our debt agreements.

Previous wording

The following table reconciles net profit/(loss), the most comparable GAAP financial measure, to Adjusted EBITDA and Adjusted EBITDA Margin for the fiscal quarters presented:

Current wording

The following table reconciles net income (loss), the most comparable GAAP financial measure, to Adjusted EBITDA and Adjusted EBITDA Margin for the fiscal quarters presented:

Previous wording

Our principal sources of liquidity are our cash and cash equivalents, cash generated from operations, and borrowings from various financial institutions and debt investors. We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service our long-term debt, and otherwise as described below under “—Other Purchase Obligations.” We believe we have the ability and sufficient capacity to meet these cash requirements in the short term and long term by using available cash, internally generated funds and borrowings under the Group’s £1 billion committed revolving credit facility. As of March 31, 2024, we had $1,353 million of cash and cash equivalents available for corporate use.

Current wording

Our principal sources of liquidity are our cash and cash equivalents, cash generated from operations, and borrowings from various financial institutions and debt investors. We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service our long-term debt, and otherwise as described below under “—Other Purchase Obligations.” We believe we have the ability and sufficient capacity to meet these cash requirements in the short term and long term by using available cash, internally generated funds and borrowings under the Group’s £1 billion committed revolving credit facility. As of June 30, 2024, we had $1,526 million of cash and cash equivalents available for corporate use.

Previous wording

On March 14, 2024, the Group refinanced 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 are 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.

Current wording

On March 14, 2024, the Group entered 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. The proceeds of the First Incremental Term B Loans were used to refinance the USD First Lien Term Loan B due 2028.The proceeds of the First Incremental Term B Loans were used to refinance the USD First Lien Term Loan B due 2028. As the terms of First Incremental Term B Loans are 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.

Previous wording

Following repayment of the EUR First Lien Term Loan B due 2026, the Term Loan A facilities, Term Loan B facilities and the GBP Revolving Credit Facility 2028 shall be secured by a first priority security interest (subject to permitted liens) (x) in respect of obligors organized or incorporated outside of the United States, over the shares held by an obligor in another obligor and (y) in respect of obligors organized or incorporated in the United States, substantially all of our assets (subject to certain exceptions), in each case, in accordance with the Agreed Guarantee and Security Principles (as defined in the TLA/TLB/RCF Agreement).

Current wording

Following repayment of the EUR First Lien Term Loan B due 2026 and the USD First Lien Term Loan B due 2028, the facilities under the Credit Agreement are secured by a first priority security interest (subject to permitted liens) (x) in respect of obligors organized or incorporated outside of the United States, over the shares held by an obligor in another obligor and (y) in respect of obligors organized or incorporated in the United States, substantially all of our assets (subject to certain exceptions), in each case, in accordance with the Agreed Guarantee and Security Principles (as defined in the Credit Agreement).

Showing the first 40 of 48 pairs. Open the source sections for the rest.

Rearranged current paragraphs (20)

Current report — wording carried from elsewhere

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report — wording carried from elsewhere

Our financial growth engine is built on sustainable revenue growth, margin benefits, significant cashflow generation and disciplined capital allocation.

Current report — wording carried from elsewhere

We are unable to quantify the level of duplication that arises as a result of these circumstances, but do not believe it to be material and note that players must demonstrate residency within the geography covered by a division to sign up for an account, and accordingly such duplication could only arise in the circumstance of an individual player having multiple residences across different divisions. For a further description of the duplication that can arise in the way we count AMPs, see Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2023 Annual Report. We do not believe that the existence of player duplication undercuts the meaningfulness of the AMPs data that we present for assessing underlying trends in our business, and our management uses this AMPs data for this purpose.

Current report — wording carried from elsewhere

The following table presents a summary of our financial results for the periods indicated and is derived from our condensed consolidated financial statements for the interim periods indicated.

Current report — wording carried from elsewhere

iGaming revenue increased 25%, to $423 million for the three months ended June 30, 2024, from $339 million for the three months ended June 30, 2023. This was driven by AMP growth of 14% and increased engagement through consistent delivery of product improvements which drove strong cross-sell rates.

Current report — wording carried from elsewhere

The following table presents our AMPs for the Group, by total Group and by product category for the interim periods indicated:

Current report — wording carried from elsewhere

Sales and marketing expenses increased by 5%, to $1,627 million for the six months ended June 30, 2024, from $1,549 million for the six months ended June 30, 2023. Sales and marketing expenses as a percentage of revenue was 23.2% for the six months ended June 30, 2024, a decrease of 300 basis points from 26.2% for the six months ended June 30, 2023. This decrease was driven by (i) significant economies of scales achieved in existing states with continued disciplined player acquisition investment in the United States partly offset by new state launches, (ii) increasingly targeted investment in the “Consolidate and Invest” markets, as well as the closure of FOX Bet in August 2023 and (iii) partly offset by increased investments in the Euros during the three months ended June 30, 2024.

Current report — wording carried from elsewhere

Other expense increased by $50 million, to $85 million for the six months ended June 30, 2024, from $35 million for the six months ended June 30, 2023. This increase was primarily driven by a foreign exchange loss of $11 million for the six months ended June 30, 2024 as compared to a foreign exchange gain of $71 million for the six months ended June 30, 2023. This increase in other expense was partially offset by (i) the decrease in the fair value loss of $24 million on the Fox Option liability period on period and, (ii) an increase in the fair value gain on derivative instruments of $10 million period on period.

Current report — wording carried from elsewhere

Operational and Financial Metrics by Segment

Current report — wording carried from elsewhere

The following table presents a summary of our operational metrics for the U.S. segment for the interim periods indicated.

Current report — wording carried from elsewhere

The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA Margin for the U.S. segment for the interim periods indicated.

Current report — wording carried from elsewhere

Other revenue for the six months ended June 30, 2024 decreased by 5% period on period driven by a decline in DFS where a portion of our DFS player base has migrated some or all of their play to our sportsbook product.

Current report — wording carried from elsewhere

The following table presents a summary of our operational metrics for the UKI segment for the interim periods indicated.

Current report — wording carried from elsewhere

The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA Margin for the UKI segment for the interim periods indicated.

Current report — wording carried from elsewhere

The following table presents a summary of our operational metrics for the International segment for the interim periods indicated.

Current report — wording carried from elsewhere

The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA Margin for the International segment for the interim periods indicated.

Current report — wording carried from elsewhere

Total revenue for our International segment increased by 8% to $1,604 million for the six months ended June 30, 2024 from $1,486 million for the six months ended June 30, 2023, reflecting a 22% increase in AMPs. Revenue in our “Consolidate and Invest” markets grew 12% reflecting (i) the acquisition of MaxBet in January 2024 which contributed $99 million in revenue during the six months ended June 30, 2024 and, (ii) the revenue growth in Italy (+4%), Georgia (+14%), Spain (+11%) and Brazil (+7%). This growth helped to mitigate the revenue decline in India (-17%) due to the impact of tax changes introduced in the three months ended December 31, 2023.

Current report — wording carried from elsewhere

The following table presents a summary of our operational metrics for the Australia segment for the interim periods indicated.

Current report — wording carried from elsewhere

The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA Margin for the Australia segment for the interim periods indicated.

Current report — wording carried from elsewhere

Credit Agreement – First Incremental Assumption Agreement