Flutter Entertainment plc

Previous wording

You should read the following discussion and analysis of the financial condition and results of operations of Flutter Entertainment plc and its consolidated subsidiaries in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under Part I, “Item 1A. Risk Factors” in our 2023 Annual Report.

Current wording

You should read the following discussion and analysis of the financial condition and results of operations of Flutter Entertainment plc and its consolidated subsidiaries in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 4, 2025 (the “2024 Annual Report”).

Previous wording

We operate a divisional management and operating structure across our geographic markets. Each division has an empowered management team responsible for maintaining the momentum and growth in their respective geographic markets. Our divisions are: (i) U.S., (ii) UKI, (iii) International and (iv) Australia, which align with our four reportable segments.

Current wording

We operate a divisional management and operating structure across our geographic markets. Our segments have an empowered management team responsible for maintaining the momentum and growth in their respective geographic markets. Effective from the first quarter of fiscal 2025, the Company updated its internal reporting, including the information provided to the chief operating decision maker to assess segment performance and allocate resources, and, as a result, updated its reportable segments for the three months ended March 31, 2025.

Previous wording

Segment results for the three and nine months ended September 30, 2024, have been revised to reflect the change in operating segment measurement and change in operating segment composition.

Current wording

Segment results for the three months ended March 31, 2024, have been revised to reflect the change in reportable segments.

Previous wording

We report our financial results in this quarterly report in accordance with U.S. GAAP; however, management believes that certain non-GAAP financial measures provide investors with useful information to supplement our financial operating performance in accordance with U.S. GAAP. We believe Adjusted EBITDA and Adjusted EBITDA Margin, both on a Group-wide basis, provide visibility to the performance of our business by excluding the impact of certain income or gains and expenses or losses. Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance.

Current wording

We report our financial results in this quarterly report in accordance with accounting principles generally accepted in the U.S. (“GAAP”); however, management believes that certain non-GAAP financial measures provide investors with useful information to supplement our financial operating performance in accordance with U.S. GAAP. We believe Adjusted EBITDA and Adjusted EBITDA Margin, both on a Group-wide basis, provide visibility to the performance of our business by excluding the impact of certain income or gains and expenses or losses. Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance.

Previous wording

Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business, or to distribute to shareholders, or as a measure of cash that will be available to us to meet our obligations.

Current wording

Adjusted EBITDA and Adjusted EBITDA Margin are not liquidity measures and should not be considered as discretionary cash available to us to reinvest in the growth of our business, or to distribute to shareholders, or as a measure of cash that will be available to us to meet our obligations.

Previous wording

Average Monthly Players (“AMPs”) is defined as the average over the applicable reporting period of the total number of players who have placed and/or wagered a stake and/or contributed to rake or tournament fees during the month. This measure does not include individuals who have only used new player or player retention incentives, and this measure is for online players only and excludes retail player activity. We present AMPs for each of our product categories, for each of our divisions and for the consolidated Group as a whole as we believe this provides useful information for assessing underlying trends. At the product category level, a player is generally counted as one AMP for each product category they use. 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 each of the division and Group levels while also counting this player as one AMP for each separate product category that the player is using.

Current wording

Average Monthly Players (“AMPs”) is defined as the average over the applicable reporting period of the total number of players who have placed and/or wagered a stake and/or contributed to rake or tournament fees during the month. This measure does not include individuals who have only used new player or player retention incentives, and this measure is for online players only and excludes retail player activity. We present AMPs for each of our product categories, for our segments and for the consolidated Group as a whole as we believe this provides useful information for assessing underlying trends. At the product category level, a player is generally counted as one AMP for each product category they use. 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 each of the segment and Group levels while also counting this player as one AMP for each separate product category that the player is using.

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.

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 within our segments during the reported period. For example, a player who uses Betfair Casino in the iGaming product category within the U.K. and Sisal sports in the sportsbook product category in Italy would appropriately count as one AMP for each of the iGaming product category and the sportsbook product category. However, this player would count as two AMPs (rather than one AMP) for the International segment and the Group as a whole.

Previous wording

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

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 segment to sign up for an account, and accordingly such duplication could only arise in the circumstance of an individual player having one or more residences in each of our segments. 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 2024 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.

Previous wording

In September 2024, we announced two strategic acquisitions: a 56% interest in NSX Group, a leading Brazilian operator of the Betnacional brand for a cash consideration of approximately $364 million (Brazilian Real 1,981 million) subject to customary completion accounts adjustments with a redemption mechanism in the form of call and put options which allows us to acquire the remaining interest in year five and year ten following the completion date, and 100% stake of Snaitech S.p.A., one of Italy’s leading omni-channel operators for a cash consideration of $2.6 billion (€2.3 billion). We expect these acquisitions to be complete in 2025. Both acquisitions fully align with our strategy to invest in leadership positions in international markets and will expand our reach in the attractive markets of Brazil and Italy.

Current wording

In September 2024, we announced the acquisition of a 56% interest in NSX Group, a leading Brazilian operator of the Betnacional brand for cash consideration of approximately $346 million (Brazilian Real 1,981 million), subject to customary completion accounts adjustments with a redemption mechanism in the form of call and put options which allows us to acquire the remaining interest in year five and year ten following the completion date. We expect the acquisition to be completed in May 2025 subject to customary closing conditions.

Previous wording

The global online betting and gaming market is currently expected to grow at a compound annual growth rate (“CAGR”) of 8.0% between 2024 and 2030, primarily driven by further migration to online channels and the increase in the number of regulated markets across the world. The expected regulation in the next two years of markets such as Canada, as well as additional states in the United States, have the potential to increase the international addressable market. The performance of our four reportable segments can be materially affected by these industrial trends and regulatory changes in the global online sports betting and iGaming market.

Current wording

The performance of our reportable segments can be materially affected by the following industrial trends and regulatory changes in the global online sports betting and iGaming market.

Previous wording

Our U.S. 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 September 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. On August 13, 2024, we announced we expect a $50 million impact in U.S. Adjusted EBITDA for the six months ending December 31, 2024 before any mitigating actions due to this increase. However, certain mitigation actions including optimization of player incentives and media spend are expected to have an approximate $10 million impact resulting in an expected net U.S. Adjusted EBITDA impact of $40 million for the six months ending December 31, 2024. No other states have advanced similar legislation.

Current wording

Our U.S. segment is 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, 2025, FanDuel is active in 22 states, the District of Columbia and Puerto Rico, all of which have legalized and regulated online sports betting and five states that have legalized and regulated iGaming.

Previous wording

Our International division operates in over 100 different countries in both regulated and unregulated markets with select markets discussed below.

Current wording

Our International segment operates in over 100 different countries in both locally regulated and locally unregulated markets with select markets discussed below.

Previous 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.

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 growth despite the introduction of safer gambling initiatives by operators in those markets and regulatory changes in Great Britain.

Previous wording

In recent years, the regulatory framework in Italy has tightened with a ban on online advertising issued in 2019 and a temporary (2 year) increase in taxes on gross winnings from 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 revenues 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 call for tenders, for new online gaming licenses expected by the first quarter of 2025. A significant amount of interest in the Italian market is anticipated, with at least 50 requests from operators expected to seek these new licenses. These licenses will be valid for nine years and will cover all games that are not subject to exclusive licenses, such as online scratch cards. The new licenses are scheduled to start in third quarter of 2025. Groups, such as Flutter, can hold a maximum of five licenses. At present, the Group does not expect a significant impact from these regulatory changes, given its reduced dependence on online advertising, its scale advantage and its retail presence in Italy. Additionally, bids for the tender of Italian Lotto are expected to be submitted by the end of 2024. Italian Lotto is current managed by Lottoitalia s.r.l. (“Lottoitalia”), a joint venture company among IGT Lottery S.p.A., Italian Gaming Holding a.s., Arianna 2001 (an entity associated with the Federation of Italian Tobacconists), and Novomatic Italia.

Current wording

There appears to be considerable interest in this tender, with between 40 and 50 operators expected to apply for these new licenses. These licenses will be valid for nine years and will cover all games that are not subject to exclusive licenses, such as online scratch cards. The new licenses are scheduled to take effect in the third quarter of 2025. Groups, such as Flutter, can hold a maximum of five licenses. At present, the Company does not expect a significant impact from these regulatory changes, given its reduced dependence on online advertising, its scale advantage and its retail presence in Italy. The above referenced legislative decree has also introduced provisions to promote the tender for the assignment of the Lotto License. Italian Lotto is currently managed by Lottoitalia s.r.l. (“Lottoitalia”), a joint venture company among IGT Lottery S.p.A., Italian Gaming Holding a.s. (Allwyn), Arianna 2001 (an entity associated with the Federation of Italian Tobacconists), and Novomatic Italia and the current license will terminate at the end of November 2025. The Lotto tender was published on January 10, 2025, with bids due by March 17, 2025. The Company has applied to the tender and has been formally admitted to the tender procedure. The award of the new Lotto license is expected within the next three months.

Previous wording

The Australian betting and gaming market is regulated with online betting and gaming accounting for 26% of the market in 2023. In recent years, the Australian market has benefitted from customer migration to online channels, accelerated by COVID-19 related restrictions in 2020 and 2021. However, the market has experienced a softer racing market due to the softened consumer demand post COVID-19, which is expected to continue in the near term, while the sports segment of the market has shown continued growth.

Current wording

The Australian betting and gaming market is a highly regulated market including for online betting. The market continues to experience a softer racing market, which is expected to continue in the near term, while the sports segment of the market has shown continued growth.

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 rates. Victoria is the most recent state to announce 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.

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, the Australian Capital Territory and Victoria have since increased point of consumption tax rates. The higher tax environment underlines the importance of scale in the Australian market and favors large operators.

Previous wording

Among the international markets in which we operate, Turkey, India, Georgia, Serbia and Spain are our five largest markets after Italy. Collectively we believe the addressable market which we have access to across India, Central and Eastern Europe, Latin America, Turkey and North Africa will represent approximately $40-50 billion in gross gaming revenue by 2030.

Current wording

Among the other international markets in which we operate, Turkey, Georgia, Serbia, India and Spain are our five largest markets after UK&I, Italy and Australia.

Previous wording

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 wording

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 product offerings. 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.

Previous wording

Cost of sales increased by 26%, to $1,752 million for the three months ended September 30, 2024, from $1,386 million for the three months ended September 30, 2023, in line with the increase in revenue. Cost of sales as a percentage of revenue remained consistent period on period at 54% for the three months ended September 30, 2024 compared with 54% for the three months ended September 30, 2023.

Current wording

Cost of sales increased by 9%, to $1,956 million for the three months ended March 31, 2025, from $1,793 million for the three months ended March 31, 2024. Cost of sales as a percentage of revenue remained consistent period on period at 53% for the three months ended March 31, 2025 and 2024, respectively. Cost of sales was impacted by increases in gaming taxes and partially offset by the decreases in the amortization in the acquired technologies.

Previous wording

Technology, research and development expenses increased by 11%, to $619 million for the nine months ended September 30, 2024, from $558 million for the nine months ended September 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 U.S..

Current wording

Technology, research and development expenses increased by 13%, to $215 million for the three months ended March 31, 2025 from $190 million for the three months ended March 31, 2024, 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 continue to scale our business in the U.S.

Previous wording

Sales and marketing expenses increased by 7% to $748 million for the three months ended September 30, 2024, from $701 million for the three months ended September 30, 2023, primarily due to investment in player acquisition in the U.S. at the start of the NFL season. Sales and marketing expenses as a percentage of revenue was 23% for the three months ended September 30, 2024, a decrease of 400 basis points from 27% for the three months ended September 30, 2023. This decrease was driven by significant economies of scale achieved in existing states with continued disciplined player acquisition investment in the United States partly offset by new state launches.

Current wording

Sales and marketing expenses decreased by 5% to $840 million for the three months ended March 31, 2025, from $881 million for the three months ended March 31, 2024. Sales and marketing expenses as a percentage of revenue was 23% for the three months ended March 31, 2025, a decrease of 300 basis points from 26% for the three months ended March 31, 2024. This decrease was primarily driven by sustained operating leverage in the U.S.

Previous wording

General and administrative expenses increased by 9%, to $1,292 million for the nine months ended September 30, 2024, from $1,181 million for the nine months ended September 30, 2023. The increase was primarily as a result of (i) the continued expansion of our U.S. business; (ii) advisory fees related to activities associated with the change in the primary listing of the Group; and (iii) an increase in labor cost due to greater investment in the Group’s workforce.

Current wording

General and administrative expense increased by 5%, to $431 million for the three months ended March 31, 2025, from $409 million for the three months ended March 31, 2024. The increase was primarily as a result of (i) the continued expansion of our U.S. business; and (ii) an increase in labor cost due to greater investment in the Group’s workforce.

Previous wording

Operating profit increased by $520 million from a profit of $70 million for the nine months ended September 30, 2023, to a profit of $590 million for nine months ended September 30, 2024, as a result of the factors above.

Current wording

Operating profit increased by $99 million to $223 million for the three months ended March 31, 2025, from $124 million for the three months ended March 31, 2024, as a result of the factors above.

Previous wording

Other expense, net increased by $128 million, to $207 million for the nine months ended September 30, 2024, from $79 million for the nine months ended September 30, 2023. This increase was primarily driven by (i) an increase in the fair value loss of $115 million on the Fox Option liability period on period; and (ii) a decrease in the fair value gain on derivative instruments of $35 million period on period partially offset by a foreign exchange gain of $30 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

Current wording

Other income (expense), net increased by $390 million, to a $216 million income for the three months ended March 31, 2025, from a $174 million expense for the three months ended March 31, 2024. This increase was primarily driven by (i) a movement in the fair value change on the Fox Option liability by $389 million to a gain of $205 million for the three months ended March 31, 2025 from a loss of $184 million for the three months ended March 31, 2024; and (ii) the impact of foreign exchange gain (loss) which was a gain of $8 million for the three months ended March 31, 2025 compared to a loss of $3 million for the three months ended March 31, 2024, partially offset by a decrease in fair value gain on derivative instruments of $16 million for the three months ended March 31, 2025 when compared to the three months ended March 31, 2024.

Previous wording

Income tax benefit increased by $5 million, to a $16 million income tax benefit for the three months ended September 30, 2024, from a $11 million income tax benefit for the three months ended September 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 wording

Income tax expense increased by $4 million, to a $19 million income tax expense for the three months ended March 31, 2025, from a $15 million income tax expense for the three months ended March 31, 2024. 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

Net loss decreased by $148 million, or 56%, to $114 million net loss for the three months ended September 30, 2024, from a net loss of $262 million for the three months ended September 30, 2023 and net loss margin decreased to 3.5% from 10.2% net loss marginfor the three months ended September 30, 2023, as a result of the factors above.

Current wording

Net income (loss) increased by $512 million to $335 million net income for the three months ended March 31, 2025, from a net loss of $177 million for the three months ended March 31, 2024 and net income margin increased to 9.1% from 5.2% net loss marginfor the three months ended March 31, 2024, as a result of the factors above.

Previous wording

Adjusted EBITDA increased by 74%, to $450 million for the three months ended September 30, 2024, from $258 million for the three months ended September 30, 2023. Adjusted EBITDA Margin increased by 380 basis points from 10.1% to 13.9% reflecting the revenue performance and expenses trend outlined above.

Current wording

Adjusted EBITDA increased by 20%, to $616 million for the three months ended March 31, 2025, from $514 million for the three months ended March 31, 2024. Adjusted EBITDA Margin increased by 170 basis points from 15.1% to 16.8% reflecting the revenue performance and expenses trend outlined above.

Previous wording

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 wording

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. segment 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. segment level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or product offerings. 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.

Previous wording

Total revenue for our U.S. segment increased by 40% to $4,187 million for the nine months ended September 30, 2024, from $2,996 million for the nine months ended September 30, 2023, reflecting AMPs increasing by 23%. Sportsbook revenue increased by 42%, with amounts staked increased by 30% to $34,497 million and AMPs 26% higher at 2.9 million from strong growth in both new and existing states. Sportsbook net revenue margin increased to 8.4% for the nine months ended September 30, 2024 compared to 7.7% for the nine months ended September 30, 2023. This reflected continued expansion of our expected sportsbook net revenue margin, driven by our market leading pricing capabilities and product offering. This was partly offset by a 30 basis points adverse impact from unfavorable sports results compared with the prior period (sports results for the nine months ended September 30, 2024: 10 basis points favorable; for the nine months ended September 30, 2023: 40 basis points favorable).

Current wording

Total revenue for our U.S. segment increased by 18% to $1,666 million for the three months ended March 31, 2025, from $1,410 million for the three months ended March 31, 2024, reflecting AMPs growth of 11%. Sportsbook revenue increased by 15%, with amounts staked up 8% to $14,606 million and AMPs 9% higher at 3.6 million due to scaling of our U.S. business and strong growth in pre-2024 states. Sportsbook net revenue margin increased to 7.8% for the three months ended March 31, 2025 compared to 7.3% for the three months ended March 31, 2024. This reflected (i) continued expansion of our expected sportsbook net revenue margin by 50 basis points, driven by our market leading pricing and risk capabilities and increase in Same Game parlay penetration of 260 basis points across NFL and NBA; and (ii) an increase driven by player incentive spend of 50 basis points as we lapped the impact of state launch investment in North Carolina in the prior year. These improvements in sportsbook net revenue margin were partly offset by unfavorable sports results relating to the “March Madness” NCAA college basketball tournament during the three months ended March 31, 2025. There was a 70 basis points adverse impact from unfavorable sports results compared with the prior period (sports results for the three months ended March 31, 2025: 200 basis points unfavorable; for the three months ended March 31, 2024: 130 basis points unfavorable).

Previous wording

Other revenue for the three months ended September 30, 2024 decreased by 14% 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 March 31, 2025 decreased by 9% period on period mainly due to 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 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 wording

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 segment 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 segment level. AMPs presented above reflects a level of duplication that arises from individuals who use multiple brands or product offerings. 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.

Previous wording

Adjusted EBITDA is defined on a Group basis as income (loss) before income taxes; other expense, 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 income (expense), net; interest expense, net; depreciation and amortization; transaction fees and associated costs; restructuring and integration costs; legal settlements; 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 are non-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.

Current wording

Adjusted EBITDA and Adjusted EBITDA Margin are non-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 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

•Other expense, net is excluded because it is not indicative of our core operating performance.

Current wording

•Other income (expense), net is excluded because it is not indicative of our core operating performance.

Previous wording

Comprises advisory fees related to implementation of internal controls, information system changes and other strategic advisory related to the change in the primary listing of the Group for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2024 transaction fees and associated costs comprised advisory fees related to the proposed listing of Flutter’s ordinary shares in the U.S..

Current wording

Fees primarily associated with (i) transaction costs of $1 million related to Snai and NSX during the three months ended March 31, 2025; and (ii) advisory fees of $29 million related to implementation of internal controls, information system changes and other strategic advisory related to the change in the primary listing of the Group during the three months ended March 31, 2024.

Previous wording

During the three and nine months ended September 30, 2024, costs of $42 million and $87 million (three and nine months ended September 30, 2023: $28 million and $75 million) primarily relate to various restructuring and other strategic initiatives to drive synergies. The programs are expected to run until 2027. These actions include efforts to consolidate and integrate our technology infrastructure, back-office functions and relocate certain operations to lower cost locations. It also includes business process re-engineering cost, planning and design of target operating models for the Group's enabling functions and discovery and planning related to the Group's anticipated migration to a new enterprise resource planning system. The costs primarily include severance expenses, advisory fees and temporary staffing cost.

Current wording

During the three months ended March 31, 2025, costs of $41 million (three months ended March 31, 2024: $23 million) primarily relate to various restructuring and other strategic initiatives to drive synergies. The programs are expected to run until 2027. These actions include efforts to consolidate and integrate our technology infrastructure, back-office functions and relocate certain operations to lower cost locations. It also includes business process re-engineering cost, planning and design of target operating models for the Group's enabling functions and discovery and planning related to the Group's anticipated migration to a new enterprise resource planning system. The costs primarily include severance expenses, advisory fees and temporary staffing costs.

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, our obligations under our operating leases, and to repurchase our ordinary shares subject to economic and market conditions and our capital requirements, 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 September 30, 2024, we had $1,483 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, to service our obligations under our operating leases, and to repurchase our ordinary shares subject to economic and market conditions and our capital requirements, 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 £1.05 billion committed revolving credit facility. As of March 31, 2025, we had $1,537 million of cash and cash equivalents available for corporate use.

Previous wording

On October 23, 2024, the Group entered into an amended and restated commitment letter originally dated September 12, 2024 with certain banks to obtain binding commitments in respect of a senior secured first lien term loan comprising an aggregate Euro principal of €2.5 billion (the “Facility”) to fund, among others, the strategic acquisition of Snaitech S.p.A which was announced by the Group in September 2024. If implemented, the Facility will (i) mature 12 months from first utilization of the Facility, subject to an extension option of six months which can be exercised twice and (ii) bear interest at a per annum rate equal to EURIBOR (provided that in no event shall EURIBOR be less than 0.00%) plus an applicable margin equal to 1.25% per annum, subject to an increase of 0.20% per annum on the last day of each fiscal quarter, commencing with the second complete quarter following first utilization of the Facility. The increase shall be 0.40% per annum instead of 0.20% per annum from the date being twelve calendar months after first utilization of the Facility. The other terms of Facility will be on substantially similar terms to that of the Credit Agreement dated as of November 24, 2023 between, among others, certain members of the Group and the lenders named therein.

Current wording

(ii)bear interest at a per annum rate equal to EURIBOR plus an applicable margin equal to 1.25%, which is subject to certain step-ups over the term of the facility.

Previous wording

As of September 30, 2024, we had an aggregate principal amount of long-term debt of $7 billion, with $39 million due within 12 months. In addition we are obligated to make periodic interest payments at variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of September 30, 2024, our total interest obligation on long-term debt totaled $445 million payable within 12 months net of hedging. Actual future interest payments may differ from these amounts based on changes in floating interest rates or other factors or events. Excluded from these amounts are other costs related to indebtedness.

Current wording

As of March 31, 2025, we had an aggregate principal amount of long-term debt of $7 billion, with $39 million due within 12 months. In addition we are obligated to make periodic interest payments at variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of March 31, 2025, our total interest obligation on long-term debt totaled $392 million payable within 12 months net of hedging. Actual future interest payments may differ from these amounts based on changes in floating interest rates or other factors or events. Excluded from these amounts are other costs related to indebtedness.

Previous wording

We have lease arrangements primarily for offices, retail stores and data centers. As of September 30, 2024, the Group had operating lease obligations of $567 million with $130 million payable within 12 months.

Current wording

We have lease arrangements primarily for offices, retail stores and data centers. As of March 31, 2025, the Group had operating lease obligations of $567 million with $121 million payable within 12 months.