FLUT 10-Q
Flutter Entertainment plc (FLUT)
10-Q
2025-08-07
For: 2025-06-30
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
or
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-37403
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (646) 930-0950
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| ☒ | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 28, 2025, the number of shares of the registrant’s ordinary shares outstanding is 176,099,559 .
TABLE OF CONTENTS
Page
i
CERTAIN TERMS
Unless otherwise specified or the context otherwise requires, the terms “Flutter,” the “Company,” the “Group,” “we,” “us” and “our” each refer to Flutter Entertainment plc and its subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current expectations as to future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. These statements include, but are not limited, to statements related to our expectations regarding the performance of our business, our financial results, our operations, our liquidity and capital resources, the conditions in our industry and our growth strategy. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” ”expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “goal,” “target,” “aspire,” “will likely result,” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Such factors include, among others:
•Flutter’s ability to effectively compete in the global entertainment and gaming industries;
•Flutter’s ability to retain existing customers and to successfully acquire new customers;
•Adverse changes to the regulation (including taxation) of online betting and iGaming;
•Flutter’s ability to accurately determine the odds in relation to any particular event exposes us to trading, liability management and pricing risk;
•Flutter’s ability to develop new product offerings;
•Flutter’s ability to successfully acquire and integrate new businesses;
•Flutter’s ability to maintain relationships with third-parties;
•Flutter’s ability to maintain its reputation;
•Public sentiment towards online betting and iGaming generally;
•The potential impact of general economic conditions, including inflation, tariffs and/or trade disputes, fluctuating interest rates and instability in the banking system, on Flutter’s liquidity, operations and personnel;
•Flutter’s ability to obtain and maintain licenses with gaming authorities;
•The failure of additional jurisdictions to legalize and regulate online betting and iGaming;
•Flutter’s ability to comply with complex, varied and evolving U.S. and international laws and regulations relating to its business;
•Flutter’s ability to raise financing in the future;
•Flutter’s success in retaining or recruiting officers, key employees or directors;
•Litigation and the ability to adequately protect Flutter’s intellectual property rights;
•The impact of data security breaches or cyber-attacks on Flutter’s systems; and
•Flutter’s ability to remediate material weaknesses in its internal control over financial reporting.
Additional factors that could cause the Company’s results to differ materially from those described in the forward-looking statements can be found in Part I, “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the SEC on March 4, 2025 and other periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
ii
Website and Social Media Disclosure
We use our website (www.flutter.com) and at times our corporate X account (@FlutterEnt) and LinkedIn (https://www.linkedin.com/company/flutter-entertainment) as well as other social media channels to distribute company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website and social media channels are not, however, a part of this Quarterly Report on Form 10-Q.
iii
PART I
Item 1. Financial Statements (unaudited)
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions except share and per share amounts)
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash and cash equivalents – restricted | |||||||||||
| Player deposits – cash and cash equivalents | |||||||||||
| Player deposits – investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Asset held for sale | |||||||||||
| TOTAL CURRENT ASSETS | |||||||||||
| Investments | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Deferred tax assets | |||||||||||
| Other non-current assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Player deposit liability | |||||||||||
| Operating lease liabilities | |||||||||||
| Long-term debt due within one year | |||||||||||
| Other current liabilities | |||||||||||
| Liability held for sale | |||||||||||
| TOTAL CURRENT LIABILITIES | |||||||||||
| Operating lease liabilities – non-current | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| TOTAL LIABILITIES | $ | $ | |||||||||
| COMMITMENTS AND CONTINGENCIES (Note 17) | |||||||||||
| REDEEMABLE NON-CONTROLLING INTERESTS | |||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
Ordinary share (Authorized | $ | $ | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total Flutter Shareholders’ Equity | |||||||||||
| Non-controlling interests | |||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | |||||||||||
| TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
1
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
($ in millions except share and per share amounts)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Technology, research and development expenses | ( | ( | ( | ( | |||||||||||||||||||
| Sales and marketing expenses | ( | ( | ( | ( | |||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to non-controlling interests and redeemable non-controlling interests | |||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest to redemption value | ( | ( | |||||||||||||||||||||
| Net income attributable to Flutter shareholders | |||||||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Effective portion of changes in fair value of cash flow hedges | ( | ( | ( | ||||||||||||||||||||
| Fair value of cash flow hedges transferred to the income statement | ( | ||||||||||||||||||||||
| Changes in excluded components of fair value hedge | ( | ( | |||||||||||||||||||||
| Foreign exchange (loss) gain on net investment hedges | ( | ( | |||||||||||||||||||||
| Foreign exchange gain (loss) on translation of the net assets of foreign currency denominated entities | ( | ( | |||||||||||||||||||||
| Fair value movements on available for sale debt instruments | |||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) attributable to Flutter shareholders | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) attributable to non-controlling interest and redeemable non-controlling interest | ( | ( | |||||||||||||||||||||
| Total comprehensive income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
2
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTS
($ in millions except share amounts)
| Ordinary shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable non- controlling interests | Shares | Amount | Additional paid-in capital | Accumulated other comprehensive (loss) | Retained earnings | Total Flutter shareholders’ equity | Non- controlling interests | Total equity | Net Income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest to fair value | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued on exercise of employee share options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled transactions – expense recorded in the income statement | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | — | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend distributed to non-controlling interests | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest to fair value | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued on exercise of employee share options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled transactions – expense recorded in the income statement | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of liability-classified share-based awards in equity | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of NSX | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | — | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend distributed to non-controlling interests | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTS (continued)
($ in millions except share amounts)
| Ordinary shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable non- controlling interests | Shares | Amount | Additional paid-in capital | Accumulated other comprehensive loss | Retained earnings | Total Flutter shareholders’ equity | Non- controlling interests | Total equity | Net income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest to fair value | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued on exercise of employee share options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled transactions – expense recorded in the income statement | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of redeemable non-controlling interests | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest to fair value | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued on exercise of employee share options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled transactions – expense recorded in the income statement | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend distributed to non-controlling interests | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
4
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| ($ in millions) | Six months ended June 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Change in fair value of derivatives | ( | ||||||||||
| Non-cash interest expense, net | |||||||||||
| Non-cash operating lease expense | |||||||||||
| Unrealized foreign currency exchange (gain) loss, net | ( | ||||||||||
| Gain on disposals | ( | ||||||||||
| Share-based compensation – equity classified | |||||||||||
| Share-based compensation – liability classified | |||||||||||
| Other (income) expense, net | ( | ||||||||||
| Deferred tax benefit | ( | ( | |||||||||
| Loss on extinguishment | |||||||||||
| Change in contingent consideration | ( | ||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Player deposits | ( | ||||||||||
| Accounts receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Accounts payable | ( | ( | |||||||||
| Other liabilities | ( | ( | |||||||||
| Player deposit liability | ( | ||||||||||
| Operating leases liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Purchases of intangible assets | ( | ( | |||||||||
| Capitalized software | ( | ( | |||||||||
| Acquisitions, net of cash acquired | ( | ( | |||||||||
| Proceeds from disposal of intangible assets | |||||||||||
| Cash settlement of derivatives designated in net investment hedge | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from issue of ordinary share upon exercise of options | |||||||||||
| Proceeds from issuance of long-term debt (net of transactions costs) | |||||||||||
| Repayment of long-term debt | ( | ( | |||||||||
| Distributions to non-controlling interests | ( | ( | |||||||||
| Payment of contingent consideration | ( | ||||||||||
| Repurchase of ordinary shares and taxes withheld and paid on employee share awards | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | ( | |||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | |||||||||||
| Effect of foreign exchange on cash, cash equivalents and restricted cash | ( | ||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period: | |||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH comprise of: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash and cash equivalents - restricted | |||||||||||
| Player deposits - cash & cash equivalents | |||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period: | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||||||
| Interest paid | |||||||||||
| Income tax paid (net of refunds) | |||||||||||
| Operating cash flows from operating leases | |||||||||||
5
FLUTTER ENTERTAINMENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
| Six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
| Purchase of intangible assets with accrued expense | |||||||||||
| Capitalized software with accrued expense | |||||||||||
| Purchase of property and equipment with accrued expense | |||||||||||
| Right of use assets obtained in exchange for new operating lease liabilities | |||||||||||
| Adjustments to lease balances as a result of remeasurement | ( | ||||||||||
| Business acquisitions (including contingent consideration) | |||||||||||
| Repurchase of ordinary shares with accrued expense | |||||||||||
| Non-cash issuance of common stock upon exercise of options | |||||||||||
| Non-cash transaction costs on issuance of long-term debt | |||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
6
1. DESCRIPTION OF BUSINESS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates — During the second quarter of fiscal 2025, the Group completed a review of useful lives of customer relationships as a consequence of certain platform integration initiatives. The Group revised the remaining estimated useful lives of PokerStars’ and Sky Betting & Gaming’s customer relationships from 16 to 8 years and from 16 to 11 years, respectively, effective April 1, 2025. The Group accounted for the change in estimated remaining useful lives as a change in estimate under ASC 250 “Accounting Changes and Error Corrections”. The impact of the change in estimate was accounted for prospectively effective as of April 1, 2025, resulting in an increase in depreciation and amortization expense of $35 32 0.18 137 million ($124 million after tax), $130 million ($118 million after tax), and $80 million ($74 million after tax) for the years ending December 31, 2025, 2026, and 2027, respectively.
Recent Accounting Pronouncements Adopted
In the six months ended June 30, 2025, the Group adopted Accounting Standards Update (“ASU”) 2024-01, Compensation – Stock Compensation (Topic 718): which clarifies how an entity determines whether a profit interest or similar award is (1) within the scope of ASC 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The Group has assessed the impact of ASU 2024-01 and the adoption of this new standard did not have a material effect on the Group's consolidated financial condition, results of operations or cash flows.
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for the year ending December 31, 2025. The Group is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure, in the notes to consolidated financial statements, of specified information about certain costs and expenses. The ASU’s amendments are effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Group is currently assessing the timing of adoption and the potential impacts of ASU 2024-03. The impact of the adoption will be limited to disclosure in the notes to the consolidated financial statements.
7
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. SEGMENTS AND DISAGGREGATION OF REVENUE
Effective from the first quarter of 2025, the Group has realigned its internal organizational structure, and as a result of this realignment, the Group updated its reportable segments to have two reportable segments:
•U.S.; and
•International (which includes what was formerly the UKI, International and Australia segments)
Segment results for the three and six months ended June 30, 2024, have been revised to reflect the change in reportable segments.
The Group’s chief operating decision maker (“CODM”) is the Group’s Chief Executive Officer.
The CODM uses Adjusted EBITDA to allocate resources for each operating segment predominantly in the annual budget and forecasting process. The CODM evaluates performance based on the Adjusted EBITDA of each operating segment by comparing actual results to previously forecasted financial information on a monthly basis. Adjusted EBITDA of each segment is defined as net income before income taxes; other (expense) income, 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.
The Group manages its assets on a total company basis, not by operating segment. Therefore, the CODM does not regularly review any asset information by operating segment and accordingly, the Group does not report asset information by operating segment.
The following tables present the Group’s segment information:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| U.S. | |||||||||||||||||||||||
| Sportsbook | $ | $ | $ | $ | |||||||||||||||||||
| iGaming | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| U.S. segment revenue | |||||||||||||||||||||||
| International | |||||||||||||||||||||||
| Sportsbook | |||||||||||||||||||||||
iGaming1 | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| International segment revenue | |||||||||||||||||||||||
| Total reportable segment revenue | $ | $ | $ | $ | |||||||||||||||||||
8
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table presents the International segment disaggregated revenue:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
UKI 1 | $ | $ | $ | $ | |||||||||||||||||||
Southern Europe and Africa 2 | |||||||||||||||||||||||
Asia Pacific 3 | |||||||||||||||||||||||
Central and Eastern Europe 4 | |||||||||||||||||||||||
Brazil 5 | |||||||||||||||||||||||
Other regions 6 | |||||||||||||||||||||||
| Total International segment revenue | $ | $ | $ | $ | |||||||||||||||||||
1.UKI represents Sky Bet, Paddy Power and Betfair UK and Ireland operations as well as the tombola brand.
2.Southern Europe and Africa comprises the Italian operations of our Sisal, Snai (effective from acquisition date) and PokerStars brands as well as Sisal’s business in Turkey and Morocco.
3.Asia Pacific includes our Sportsbet business in Australia and Junglee in India.
4.Central and Eastern Europe comprises Adjarabet in Georgia and Armenia together with MaxBet in Serbia, Bosnia Herzegovina, North Macedonia and Montenegro.
5.Brazil reflects our Betfair and Betnacional (effective from acquisition date) operations in the region.
6.Other regions comprises PokerStars’ non-Italian operations and Betfair’s non-Brazilian business.
The information below summarizes revenue from external customers by country for the three and six months ended June 30, 2025 and 2024:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||||||||
| UK | |||||||||||||||||||||||
| Italy | |||||||||||||||||||||||
| Australia | |||||||||||||||||||||||
| Ireland | |||||||||||||||||||||||
| Rest of the world | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
9
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The information below shows the reconciliation of reportable segment Adjusted EBITDA to income before income taxes for the three and six months ended June 30, 2025 and 2024:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||||||||
| International | |||||||||||||||||||||||
| Reportable segment Adjusted EBITDA | |||||||||||||||||||||||
Unallocated corporate overhead 1 | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Share-based compensation expense | ( | ( | ( | ( | |||||||||||||||||||
Transaction fees and associated costs 2 | ( | ( | ( | ( | |||||||||||||||||||
Restructuring and integration costs 3 | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
1.Unallocated corporate overhead includes shared technology, research and development, sales and marketing, and general and administrative expenses that are not allocated to specific segments.
2.During the three and six months ended June 30, 2025, transaction costs of $19 million and $20 million, respectively, relate to the Snai and NSX acquisitions. During the three and six months ended June 30, 2024, advisory fees of $16 million and $45 million, respectively, primarily relate to implementation of internal controls, information system changes and other strategic advisory fees related to the change in the primary listing of the Group.
10
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table shows the significant segment expense categories that are regularly provided to the CODM and included in segment profit and loss for the three and six months ended June 30, 2025 and 2024:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| U.S. | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of sales1 | ( | ( | ( | ( | |||||||||||||||||||
Technology, research and development expenses2 | ( | ( | ( | ( | |||||||||||||||||||
Sales and marketing expenses3 | ( | ( | ( | ( | |||||||||||||||||||
General and administrative expenses4 | ( | ( | ( | ( | |||||||||||||||||||
| Total U.S. adjusted EBITDA | |||||||||||||||||||||||
| International | |||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
Cost of sales1 | ( | ( | ( | ( | |||||||||||||||||||
Technology, research and development expenses2 | ( | ( | ( | ( | |||||||||||||||||||
Sales and marketing expenses3 | ( | ( | ( | ( | |||||||||||||||||||
General and administrative expenses4 | ( | ( | ( | ( | |||||||||||||||||||
| Total International adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
1. Reportable segment cost of sales excludes amortization of certain capitalized development costs, share-based compensation of revenue-associated personnel and restructuring and integration cost directly associated with revenue-generating activities.
2. Reportable segment technology, research and development expenses excludes share-based compensation for technology developers and product management employees, depreciation and amortization related to computer equipment and software not directly associated with revenue earning activities and restructuring and integration costs.
3. Reportable segment sales and marketing expenses exclude amortization of trademarks and customer relations, share-based compensation expenses of sales and marketing personnel and restructuring and integration costs.
4. Reportable segment general and administrative expenses exclude share-based compensation for executive management, finance administration, legal and compliance, and human resources, depreciation and amortization, transaction fees and associated costs and restructuring and integration costs.
The following table shows depreciation and amortization excluding amortization of acquired intangibles and share-based compensation expenses, excluding share-based compensation for the Group's executive management, finance, legal and compliance, and human resources functions by reportable segment that are regularly provided to the CODM for review for the three and six months ended June 30, 2025 and 2024:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| U.S. | |||||||||||||||||||||||
| Depreciation and amortization excluding amortization of acquired intangible | $ | $ | $ | $ | |||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||
| Total U.S. | |||||||||||||||||||||||
| International | |||||||||||||||||||||||
| Depreciation and amortization excluding amortization of acquired intangible | |||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||
| Total International | $ | $ | $ | $ | |||||||||||||||||||
11
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. OTHER (EXPENSE) INCOME, NET
The following table shows the detail of other (expense) income, net for the three and six months ended June 30, 2025 and 2024:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Foreign exchange gain (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Fair value gain on derivative instruments | |||||||||||||||||||||||
| Fair value gain on contingent consideration | |||||||||||||||||||||||
| Loss on settlement of long-term debt | ( | ( | ( | ( | |||||||||||||||||||
| Financing related fees not eligible for capitalization | ( | ( | |||||||||||||||||||||
| (Loss) gain on disposals | ( | ||||||||||||||||||||||
| Fair value (loss) gain on Fox Option liability | ( | ( | |||||||||||||||||||||
| Fair value loss on investment | ( | ||||||||||||||||||||||
| Total other (expense) income, net | $ | ( | $ | $ | $ | ( | |||||||||||||||||
5. INTEREST EXPENSE, NET
The following table shows the detail of interest expense, net for the three and six months ended June 30, 2025 and 2024:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Interest and amortization of debt discount and expense on long-term debt, bank guarantees | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
6. INCOME TAXES
The provision for income taxes for the three and six months ended June 30, 2025 is based on our projected annual effective tax rate for fiscal 2025, adjusted for specific items that are required to be recognized in the interim period in which they are incurred. The Group’s effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes.
The Group’s effective income tax rate was 82.0 % for the three months ended June 30, 2025, compared with an effective tax rate of 15.1 % for the three months ended June 30, 2024. The Group’s effective income tax rate was 33.5 % for the six months ended June 30, 2025, compared to 36.0 % for the six months ended June 30, 2024. The change in the effective tax rate for these periods is primarily due to the net impact of jurisdictional mix of earnings, utilization of U.S. federal deferred tax assets in fiscal 2024, withholding tax on earnings planned to be repatriated, and discrete items. The discrete items primarily comprised of the change in the fair value gain (loss) on the Fox Option liability, loss making jurisdictions for which no tax benefit is recognized, income tax expense resulting from the reorganization of our Betfair Brazil business, and an increase in our liabilities for various unrecognized tax benefits.
On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act, which includes a broad range of tax reform provisions, was signed into law in the United States and we continue to assess its impact. We currently do not expect the OBBB Act to have a material impact on our estimated annual effective tax rate in 2025. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the three and six months ended June 30, 2025.
12
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
As previously reported, we have received a discovery assessment from His Majesty’s Revenue and Customs authority (“HMRC”) relating to an intragroup transfer of intellectual property from the United Kingdom to United States for the year ended December 31, 2020. As of June 30, 2025, we are in the process of appealing this assessment and previously recognized a unrecognized tax benefit for the estimated settlement which is included in Other non-current liabilities in the Condensed Consolidated Balance Sheet. We do not expect to resolve this matter in the near term and will continue to reassess the recognition and measurement criteria of the tax position. While the Group believes that we have strong arguments, there can be no assurance this matter will be resolved favorably.
Each year the Group files hundreds of tax returns in various national, state, and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. The Group has ongoing income tax audits in various jurisdictions and evaluates tax positions that may be challenged by tax authorities in accordance with accounting for income taxes and accounting for uncertainty in income taxes. As of June 30, 2025, we have recorded an additional $16 million of income tax expense related to various unrecognized tax benefits and $8 million of interest and penalties.
7. EARNINGS PER SHARE
The following table sets forth the computation of the Group’s basic and diluted net earnings per ordinary share attributable to the Group:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| ($ in millions except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to non-controlling interests and redeemable non-controlling interests | |||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest to redemption value | ( | ( | |||||||||||||||||||||
| Net income attributable to Flutter shareholder – basic and diluted | |||||||||||||||||||||||
| Denominator | |||||||||||||||||||||||
| Basic weighted average outstanding shares | |||||||||||||||||||||||
| Effective of dilutive stock awards | |||||||||||||||||||||||
| Diluted weighted average outstanding shares | |||||||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
13
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following tables present the changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2025 and 2024:
| ($ in millions) | Fair value hedges | Gains and loss on cash flow hedges | Unrealized gains and losses on available- for- sale debt securities | Foreign currency translation, net of net investment hedges | Total | ||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||
| Net current period other comprehensive (loss) income | ( | ( | |||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||
| ($ in millions) | Fair value hedges | Gains and loss on cash flow hedges | Unrealized gains and losses on available- for- sale debt securities | Foreign currency translation, net of net investment hedges | Total | ||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||
| Net current period other comprehensive (loss) income | ( | ( | |||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||
| ($ in millions) | Gains and loss on cash flow hedges | Unrealized gains and losses on available- for- sale debt securities | Foreign currency translation, net of net investment hedges | Total | |||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
14
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| ($ in millions) | Gains and loss on cash flow hedges | Unrealized gains and losses on available- for- sale debt securities | Foreign currency translation, net of net investment hedges | Total | |||||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
9. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following as of June 30, 2025, and December 31, 2024:
| ($ in millions) | As of June 30, 2025 | As of December 31, 2024 | |||||||||
| Prepayments and accrued income | $ | $ | |||||||||
| Derivative financial assets | |||||||||||
| Income taxes receivable | |||||||||||
| Value-added tax and goods and services tax | |||||||||||
| Other receivables | |||||||||||
| Total prepaid expenses and other current assets | $ | $ | |||||||||
10. OTHER CURRENT LIABILITIES
Other current liabilities consisted of the following as of June 30, 2025, and December 31, 2024:
| ($ in millions) | As of June 30, 2025 | As of December 31, 2024 | |||||||||
| Accrued expenses | $ | $ | |||||||||
| Betting duty, excise tax, data rights, and racefield fees | |||||||||||
| Employee benefits and social security | |||||||||||
| Liability-classified share-based awards | |||||||||||
| Sports betting open positions | |||||||||||
| Derivative financial liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Loss contingencies | |||||||||||
| Value-added tax and goods and services tax | |||||||||||
| Contingent and deferred consideration | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
Loss contingencies include accruals related to regulatory investigations and proceedings including those relating to gaming taxes to the extent to which they may apply to our business and industry.
15
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The Group includes the contract liability in relation to sports betting open positions in the Condensed Consolidated Balance Sheet. The contract liability balance was as follows:
| As of June 30, 2025 | |||||
| ($ in millions) | |||||
| Contract liability, beginning of the period | |||||
Contract liability, end of the period 1 | |||||
11. GOODWILL
During the first quarter of 2025, following the change of reportable segments as described in Note 3 “Segments and Disaggregation of Revenue”, the Group reorganized its reporting structure within the International segment. This change resulted in the International segment consisting of five reporting units, namely Junglee, Sportsbet, Southern Europe and Africa (comprising the Italian operations of our Sisal and PokerStars brands as well as Sisal’s business in Turkey and Morocco), Central and Eastern Europe (comprising Adjarabet in Georgia and Armenia together with MaxBet in Serbia, Bosnia Herzegovina, North Macedonia and Montenegro), and UKI (comprising Sky Bet, Paddy Power, tombola, Betfair and PokerStars’ non-Italian operations).
During the second quarter of 2025, upon the completion of Snai acquisition, Snai became part of the Southern Europe and Africa reporting unit. Upon the completion of NSX acquisition, a new reporting unit of Brazil was formed, comprising Betfair Brazil and Betnacional. Betfair Brazil was previously included in the UKI reporting unit.
16
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
12. BUSINESS COMBINATIONS
Acquisition of Snai
On April 30, 2025, we completed the acquisition of 100 % of the outstanding shares of Pluto (Italia) S.p.A, the holding company that owns Snaitech S.p.A (“Snai”), one of Italy’s leading omni-channel operators in the sports betting and iGaming market, for a consideration of approximately $2.6 billion (€2.3 billion).
The following table summarizes the provisional purchase price allocation and fair value of the assets and liabilities acquired in the Snai acquisition:
| ($ in millions) | As of April 30, 2025 | ||||
| Cash and cash equivalents | $ | ||||
| Player deposits – cash and cash equivalents | |||||
| Cash and cash equivalents – restricted | |||||
| Accounts receivable, net | |||||
| Prepaid expenses and other current assets | |||||
| Asset held for sale | |||||
| Property and equipment, net | |||||
| Operating lease right-of-use assets | |||||
| Intangible assets, net | |||||
| Other non-current assets | |||||
| Total identifiable assets acquired | |||||
Liabilities assumed: | |||||
| Accounts payable | |||||
| Player deposit liability | |||||
| Other current liabilities | |||||
| Liability held for sale | |||||
| Operating lease liabilities | |||||
| Other non-current liabilities | |||||
| Deferred tax liabilities | |||||
| Total liabilities assumed: | |||||
| Net assets acquired (a) | |||||
| Purchase consideration (b) (satisfied by cash) | |||||
| Goodwill (b) – (a) | $ | ||||
Included within the intangible assets was a provisional amount of $1,437 million of separately identifiable intangible assets, net comprising trademarks, online customer relationships, point of sale network, licenses, and technology acquired as part of the acquisition, with the additional effect of a deferred tax liability of $407 million arising from book and tax basis differences generated upon the acquisition. The book value approximated to the fair value on the remaining assets as all amounts are expected to be received.
The provisional fair value of trademarks identified amounted to $717 million and was estimated using the Relief from Royalty Method. Significant assumptions included: (i) royalty rate of 6.5 % applied to the projected revenues for the remaining useful life of the tradename to estimate the royalty savings and (ii) a discount rate of 12.5 %. Trademarks are amortized over their expected useful economic life of 20 years.
The fair value of online customer relationships identified was a provisional amount of $490 million and was estimated using the Multi-Period Excess Earnings Method. Significant assumptions included: (i) expectations for the future after-tax cash flows arising from the follow-on revenue from online customer relationships that existed on the acquisition date over their estimated lives, (ii) a customer attrition rate of 5 %, less a contributory assets charge of 8.2 %, and (iii) a discount rate applied of 11.5 %. Online customer relationships are being amortized over their expected useful economic life of 12 years.
17
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The fair value of point of sale network was a provisional amount of $125 million and was estimated using the Multi-Period Excess Earnings Method. Significant assumptions included (i) expectations for the future after-tax cash flows arising from the follow-on revenue from point of sale network relationships that existed on the acquisition date over their estimated lives, (ii) a point of sale churn rates of 1.5 %, less a contributory assets charge of 8.5 %, and (iii) a discount rate applied of 11.5 %. The point of sale network is amortized over its expected useful economic life of 20 years.
Acquisition-related costs of $17 million and $18 million were included in general and administrative expenses in the Group’s Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025. The acquisition-related costs incurred during three and six months ended June 30, 2024 were not
The gross contractual amount for trade receivables and other receivables due is $166 million, with a loss allowance of $30 million recognized on acquisition.
The goodwill created by the acquisition is generally not deductible for tax purposes. Key factors that made up the goodwill included expected synergies from the combination of operations, products and the knowledge and experience of the acquired workforce. The goodwill has been allocated to the International segment and the Southern Europe and Africa reporting unit.
As of the date these unaudited consolidated financial statements were issued, the purchase accounting related to the acquisition is incomplete because the evaluation necessary to assess the fair values of certain intangible assets acquired is still in process. As such, the above balances may be adjusted in the future period as the valuation is finalized and these adjustments may be material to the unaudited consolidated financial statements. The Group expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.
Since the date of acquisition to June 30, 2025, Snai contributed revenue of $202 million and $8 million of net income to the results of the Group.
Unaudited pro forma information
The pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Snai acquisition had been completed on the date indicated, nor does it reflect synergies that might be achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Group believes are reasonable under the circumstances.
The following pro forma information presents the combined results of operations for each of the periods presented, as if Snai had been acquired as of January 1, 2024. Pro forma results of operations for the other transactions have not been included because they are not material to the consolidated results of operations. The pro forma financial information includes the historical results of the Group and Snai adjusted for certain items, which are described below.
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
Pro forma net income reflects the following adjustments:
•Snai’s historical condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”).We have made adjustments to conform Snai’s financial information prepared under IFRS to U.S. GAAP.
•Intangible assets are assumed to be recorded at their estimated fair value as of January 1, 2024, and are amortized over their estimated useful lives from that date along with the consequent deferred tax benefit. The amortization expense relating to the historical fair value uplift on Snai's intangible assets acquired by Playtech in 2018, together with the deferred tax benefit, are reversed.
•New debt financing required to complete the acquisition of Snai is assumed to have occurred on January 1, 2024. The additional interest expense recognized is calculated, together with the associated hedge impact and the amortization of related debts issuance costs. For the new debt at floating rate, we have assumed the actual three months SOFR rates for second quarter 2025 was constant from January 1, 2024 to April 29, 2025.
18
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
•Transaction fees and associated costs related to the Snai acquisition are assumed to have incurred prior to or soon after the acquisition date of January 1, 2024, and are presented as an expense for the six months ended June 30, 2024.
Acquisition of NSX
On May 14, 2025, we completed the acquisition of a 56 % interest in NSX, a leading Brazilian operator of the Betnacional brand. The total purchase consideration amounted to $678 million (BRL 3,819 million) comprising of a provisional cash consideration of $352 million (BRL 1,981 million), contribution of a portion of the Group’s existing Betfair Brazil business having a fair value of $40 million (BRL230 million), fair value of non-controlling interest of $254 million (BRL $1,430 million) and settlement of pre-existing relationship amount of $32 million (BRL 178 million). The provisional cash consideration remains subject to the finalization of the completion accounts as defined in the share purchase agreement and any consequent adjustment to the provisional purchase consideration.
As part of the acquisition of NSX, the Group has put in place arrangements, consisting of call and put options, that could result in it acquiring the remaining 44 % of the combined Flutter Brazil business held by the former shareholders of NSX. The call and put options subject to the terms of the shareholders agreement are exercisable in two tranches within 60 days starting immediately after the fifth and tenth anniversaries of the completion of the transaction. The options expire if neither the Group nor the non-controlling interest shareholder groups exercise the options within the option exercise period. The option price is based on market value of the shares on the valuation date, as defined in the shareholders agreement. The options can be settled, at the Group’s election, in cash or freely tradable shares of Flutter.
The provisional fair value of assets and liabilities acquired was $264 million which comprised of identifiable intangible assets of $398 million consisting primarily of $123 million of trademark, $37 million of developed technology and $238 million of online customer relationships. As of June 30, 2025, the accounting for this acquisition was provisional, and the measurements of fair value for certain assets and liabilities may be subject to change as additional information is received. The Group expects to finalize the valuation as soon as practicable, but not later than one year from acquisition date.
The acquisition resulted in the recognition of $414 million goodwill on the acquisition date which has been allocated to the existing International segment and the Brazil reporting unit. The main factors leading to the recognition of goodwill (none of which is deductible for tax purposes) is the expected synergies from the combination of operations, products and the knowledge and experience of the acquired workforce.
The fair value of non-controlling interest was $254 million, which was provisionally estimated by applying a discount for lack of marketability of 20 % considering the output of the Finnerty Method and discount for lack of control of 9 % using implied discounts from observable transactions and data based on Mergerstat studies.
Acquisition-related costs during the three and six months ended June 30, 2025 and June 30, 2024 were not material and are included in the general and administrative expenses in the Group’s Condensed Consolidated Statements of Comprehensive Income (Loss).
19
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
13. LONG-TERM DEBT
The Group’s debt comprised of the following:
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Principal outstanding balance in currency of debt (in millions) | Outstanding Balance ($ in millions) | Principal outstanding balance in currency of debt (in millions) | Outstanding Balance ($ in millions) | ||||||||||||||||||||
| TLA/TLB/RCF Agreement | |||||||||||||||||||||||
GBP First Lien Term Loan A due 2028 | £ | £ | |||||||||||||||||||||
EUR First Lien Term Loan A due 2028 | € | € | |||||||||||||||||||||
USD First Lien Term Loan A due 2028 | $ | $ | |||||||||||||||||||||
USD First Lien Term Loan B due 2030 | $ | € | |||||||||||||||||||||
USD First Lien Term Loan B due 2032 | $ | ||||||||||||||||||||||
| Senior Secured Notes | |||||||||||||||||||||||
EUR Senior Secured Notes due 2029 | € | ||||||||||||||||||||||
USD Senior Secured Notes due 2029 | $ | ||||||||||||||||||||||
EUR Senior Secured Notes due 2031 | € | ||||||||||||||||||||||
USD Senior Secured Notes due 2031** | $ | ||||||||||||||||||||||
GBP Senior Secured Notes due 2031 | £ | ||||||||||||||||||||||
| Total debt principal including accrued interest | |||||||||||||||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||||||||||||||
| Total debt | |||||||||||||||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||||||||||||||
| Total long-term debt | $ | $ | |||||||||||||||||||||
**Includes net fair value basis adjustment related to receive-fixed, pay variable interest rate swap agreements designated as fair value hedges.
As of June 30, 2025, the contractual principal repayments of the Group’s outstanding borrowings, excluding accrued interest, amount to the following:
| ($ in millions) | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | ||||||||
During the six months ended June 30, 2025, the Group has drawn £170 million ($227 million) (June 30, 2024: $126 million) and repaid £170 million ($232 million) (June 30, 2024: $851 million) under the GBP revolving credit facility. The Group had an undrawn revolving credit commitment of $1.44 billion (£1.05 billion) as of June 30, 2025 (December 31, 2024: $1.32 billion (£1.05 billion)), of which $13 million (December 31, 2024: $13 million) was reserved for issuing guarantees.
20
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
On June 4, 2025, the Group issued senior secured notes through its wholly owned subsidiary, Flutter Treasury DAC (the “Issuer”) as follows (together, the “Notes”):
•$1,000 million USD-denominated 5.875 % senior secured notes,
•€550 million EUR-denominated 4.000 % senior secured notes, and
•£450 million GBP-denominated 6.125 % senior secured notes.
The Notes were issued at par and bear interest payable semi-annually in arrears. The Notes are senior secured obligations of the Issuer and are guaranteed on a senior secured basis by the Group and certain of its subsidiaries (collectively, the “Guarantors”), who are also obligors under the Group’s senior secured credit facilities.
Prior to April 15, 2027, the Group is entitled, at its option, to redeem all or a portion of the Notes at a redemption price equal to 100 % of the principal amount of such Notes being redeemed, plus accrued and unpaid interest and additional amounts, if any, to but excluding the date of the redemption, plus a make-whole premium. In addition, prior to April 15, 2027, the Group is entitled to redeem up to 40 % of the aggregate principal amount of each series of Notes using the net cash proceeds from certain equity offerings at a price equal to 105.875 % of the principal amount of the USD Notes, 104 % of the principal amount of the EUR Notes and 106.125 % of the principal amount of the GBP Notes being redeemed, plus accrued and unpaid interest and additional amounts, if any, to but excluding the date of the redemption, subject to certain conditions set forth in the Indenture that governs the Notes. Furthermore, at any time prior to April 15, 2027, the Group is entitled, during each twelve month period commencing April 15, 2027, redeem up to 10 % of the aggregate principal amount of each series of Notes at a redemption price equal to 103 % of the principal amount redeemed, plus accrued and unpaid interest and additional amounts, if any, to but excluding, the date of redemption. On or after April 15, 2027, the Group may redeem some or all of the Notes at redemption prices as set forth in the Indenture that governs the Notes.
Concurrently, on June 4, 2025, the Group entered into a Third Incremental Assumption Agreement, amending its existing Credit Agreement dated November 24, 2023. This amendment provided for an additional $750 million of Term Loan B borrowings (the “Third Incremental Term B Loans”), which:
•mature on June 4, 2032;
•bear interest, at the Borrower’s option, at either (i) Adjusted Term SOFR + 2.00 % (subject to a 0.50 % floor) or (ii) ABR + 1.00 % (subject to a 1.00 % ABR floor); and,
•require quarterly amortization of 0.25 % of the original principal amount, with the remaining balance due at maturity.
All other terms of the Third Incremental Term B Loans and the Credit Agreement will remain substantially the same except as otherwise amended by the Third Incremental Assumption Agreement.
The aggregate net proceeds from the issuance of the Notes and the Third Incremental Term B Loans were used to (i) repay in full all outstanding amounts under the Bridge Credit Agreement dated April 29, 2025 (which financed the acquisition of Snai), (ii) fund general corporate purposes, and (iii) pay related transaction costs.
The Group incurred total issuance costs of $37 million in connection with the Notes and Third Incremental Term B Loans. These costs were recorded as a direct deduction from the carrying amount of the related debt and are amortized over the respective terms using the effective interest method.
In connection with the repayment of the Bridge Credit Agreement, the Group recognized a loss on extinguishment of debt of $14
21
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
14. DERIVATIVES
In the normal course of the Group’s business operations, it is exposed to certain risks, including changes in interest rates and foreign currency rates. In order to manage these risks, the Group uses derivative instruments such as cross-currency interest rate swaps, interest rate swaps, foreign exchange forward contracts, options and other instruments with similar characteristics. None of the Group’s derivatives are used for speculative purposes.
Cash flow hedges
Interest rate and foreign currency risk arising from a portion of the Group’s floating interest rate USD First Lien Term Loan B maturing in 2030 and foreign currency risk arising from the Group’s fixed rate USD Senior Secured Notes maturing in 2029 are managed using interest rate swaps and cross-currency interest rate swaps, which are designated as cash flow hedges with the objective of reducing the volatility of interest expense and foreign currency gains and losses in the case of the USD First Lien Term Loan B maturing in 2030 and foreign currency risk in case of fixed rate USD Senior Secured Notes maturing in 2029.
Cross-currency interest rate swaps
The cross-currency interest rate swaps designated as a hedge of the interest rate and foreign currency risk arising from the USD First Lien Term Loan B effectively convert the variable rate USD First Lien Term Loan B into fixed GBP interest rate Term Loan eliminating interest rate risk and foreign currency risk arising from the remeasurement of the USD First Lien Term Loan B.
The cross-currency interest rate swaps designated as a hedge of the foreign currency risk arising from the USD Senior Secured Notes effectively convert the fixed rate USD Senior Secured Notes to fixed rate GBP Senior Secured Notes.
Foreign currency and interest rate risks are eliminated by exchanging contractual amounts at exchange rates and interest rates determined at contract inception.
Interest rate swaps
The interest rate swaps designated as a hedge of the interest risk arising from the USD First Lien Term Loan B effectively converts the variable rate term loan into fixed rate term loan. Interest risk is eliminated by exchanging contractual amounts at interest rates determined at contract inception.
The following table summarizes the Group's outstanding derivative instruments designated as cash flow hedges:
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||
| Hedged Item | Notional ($ in millions) | Expiration date | Notional ($ in millions) | Expiration date | |||||||||||||||||||||||||
| Cross-currency interest rate swaps | USD Term Loan B | — | June 30, 2025 | ||||||||||||||||||||||||||
| Cross-currency interest rate swaps | USD Senior Secured Notes | April 15, 2026 | April 15, 2026 | ||||||||||||||||||||||||||
| Interest rate swaps | USD Term Loan B | September 30, 2026 | June 30, 2025 to September 30, 2026 | ||||||||||||||||||||||||||
22
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Changes in the fair value on the portion of the derivative included in the assessment of hedge effectiveness of cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows.
The following table summarizes the gains (losses) of the Company’s designated cash flow hedges for the three and six months ended June 30, 2025 and 2024:
| Amount of loss recognized in OCI | Location of loss recognized from AOCI into income (loss) | Amount of loss reclassified from AOCI into net income (loss) | |||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cross-currency interest rate swaps | ( | ( | Interest expense, net | ||||||||||||||
| Other (expense) income, net* | |||||||||||||||||
| Interest rate swaps | ( | Interest expense, net | ( | ||||||||||||||
| Total | ( | ( | |||||||||||||||
| Amount of (loss) gain recognized in OCI | Location of loss (gain) recognized from AOCI into income (loss) | Amount of loss (gain) reclassified from AOCI into net income (loss) | |||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cross-currency interest rate swaps | ( | Interest expense, net | |||||||||||||||
| Other (expense) income, net* | ( | ||||||||||||||||
| Interest rate swaps | ( | Interest expense, net | ( | ||||||||||||||
| Total | ( | ( | |||||||||||||||
* Included in foreign exchange gain (loss), net, which is a component of other (expense) income, net
The Group expects to reclassify a gain of $5 million from accumulated other comprehensive income (loss) into earnings within the next 12 months.
Fair value hedge
Cross-currency interest rate swaps
Foreign currency risk arising from a portion of the Group's floating rate USD First Lien Term Loan B and USD Senior Notes are managed using receive fixed rate, pay fixed rate or receive variable rate, pay variable rate cross-currency interest rate swaps with the objective of reducing the volatility of foreign currency gains and losses.
Foreign currency risk is eliminated by exchanging contractual amounts at exchange rates which are determined at contract inception.
The Group excludes the cross-currency basis spread in the swap from the hedge effectiveness assessment and recognizes the excluded component into earnings through the periodic interest settlements on the swap. The following table summarizes the Group's outstanding derivative instruments designated as fair value hedges:
23
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Hedged Item | Notional ($ in millions) | Expiration date | Notional ($ in millions) | Expiration date | |||||||||||||||||||
| Cross-currency interest rate swaps | USD Term Loan B | September 30, 2026 to June 4, 2027 | June 30, 2025 | ||||||||||||||||||||
| Cross-currency interest rate swaps | USD Senior Secured Notes | June 4,2027 | — | ||||||||||||||||||||
The following table summarizes the gains (losses) of the Group’s designated fair value hedges for the three and six months ended June 30, 2025 and 2024 (in millions):
| Amount of (loss) gain recognized in OCI | Location of loss (gain) recognized from AOCI into income (loss) | Amount of loss (gain) reclassified from AOCI into net income (loss) | |||||||||||||||||||||
| Excluded Component | Excluded Component | ||||||||||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cross-currency interest rate swaps | ( | Other (expense) income, net* | |||||||||||||||||||||
| Total | ( | ||||||||||||||||||||||
| Amount of (loss) gain recognized in OCI | Location of loss (gain) recognized from AOCI into income (loss) | Amount of loss (gain) reclassified from AOCI into net income (loss) | |||||||||||||||||||||
| Excluded Component | Excluded Component | ||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cross-currency interest rate swaps | ( | Other (expense) income, net* | |||||||||||||||||||||
| Total | ( | ||||||||||||||||||||||
* Included in foreign exchange gain (loss), net, which is a component of other (expense) income, net.
The Group recorded a foreign currency loss of $106 million and $150 million in earnings for the three and six months ended June 30, 2025, respectively, (three and six months ended June 30, 2024: nil
24
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Interest rate swaps
Interest risk arising from changes in three month SOFR arising from the fixed rate senior notes due 2031 are managed using interest rate swaps that effectively convert the fixed rate senior notes into variable rate senior notes . Interest risk is eliminated by exchanging contractual amounts at interest rates determined at contract inception. The following table summarizes the Group's outstanding derivative instruments designated as fair value hedges:
.
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Hedged Item | Notional ($ in millions) | Expiration date | Notional ($ in millions) | Expiration date | |||||||||||||||||||
| Interest rate swaps | USD Senior Secured Notes | June 4,2027 | — | ||||||||||||||||||||
The following table presents amounts recorded in long-term debt in the Condensed Consolidated Statements of Financial Position related to cumulative basis adjustment for fair value hedges ($ in millions):
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||
| Carrying amount | Cumulative basis adjustment included in the carrying amount | Carrying amount | Cumulative basis adjustment included in the carrying amount | ||||||||||||||
| Long-term debt | |||||||||||||||||
Net investment hedge
The Group has investments in various subsidiaries with Euro and USD functional currencies. As a result, the Group is exposed to the risk of fluctuations between the Euro and GBP and USD and GBP exchange rates. The Group designated its Euro denominated loans and a portion of its USD Term Loan B and receive fixed rate, pay fixed rate and receive variable rate, pay variable rate cross-currency interest swaps whereby the Group will receive GBP from, and pay Euro to, the counterparties at exchange rates which are determined at contract inception, as a net investment hedge which are intended to mitigate foreign currency exposure related to non-GBP net investments in certain Euro and USD functional subsidiaries.
The following table summarizes the hedging instruments designated in a net investment hedge and were considered highly effective:
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||
| Notional ($ in millions) | Expiration date | Notional ($ in millions) | Expiration date | ||||||||||||||
| Euro denominated debt | July 31, 2028 to June 04, 2031 | July 31, 2028 to April 29, 2029 | |||||||||||||||
| USD denominated debt | November 30, 2030 | — | |||||||||||||||
| Cross-currency interest rate swaps | September 30, 2026 to June 30, 2027 | June 30, 2025 to September 30, 2026 | |||||||||||||||
Gains (losses) on derivatives designated as net investment hedges recognized in other comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024 are summarized below (in millions):
| Gains (losses) recognized in OCI | |||||||||||
| Three Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Euro denominated debt | ( | ||||||||||
| USD denominated debt | |||||||||||
| Cross-currency interest rate swaps | ( | ||||||||||
| Total | ( | ||||||||||
25
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| Gains (losses) recognized in OCI | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Euro denominated debt | ( | ||||||||||
| USD denominated debt | |||||||||||
| Cross-currency interest rate swaps | ( | ||||||||||
| Total | ( | ||||||||||
There were no amounts reclassified out of accumulated other comprehensive income pertaining to the net investment hedge during the three and six months ended June 30, 2025 and 2024 as the Group has not sold or liquidated (or substantially liquidated) its hedged subsidiaries.
26
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes the fair value of derivatives as of June 30, 2025 and December 31, 2024:
| ($ in millions) | Derivative Assets | Derivative Liabilities | |||||||||||||||||||||||||||||||||||||||||||||
| As of June 30, 2025 | As of December 31, 2024 | As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Balance sheet location | Fair value | Balance sheet location | Fair value | Balance sheet location | Fair value | Balance sheet location | Fair value | ||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross-currency interest rate swaps | Prepaid expenses and other current assets | $ | Prepaid expenses and other current assets | $ | Other current liabilities | $ | ( | Other current liabilities | $ | ( | |||||||||||||||||||||||||||||||||||||
| Cross-currency interest rate swaps | Other non-current assets | Other non-current assets | Other non-current liabilities | Other non-current liabilities | |||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | Prepaid expenses and other current assets | Prepaid expenses and other current assets | Other current liabilities | Other current liabilities | |||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | Other non-current assets | Other non-current assets | Other non-current liabilities | ( | Other non-current liabilities | ||||||||||||||||||||||||||||||||||||||||||
| Total derivatives designated as cash flow hedges | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as fair value hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross-currency interest rate swaps | Prepaid expenses and other current assets | $ | Prepaid expenses and other current assets | $ | Other current liabilities | $ | ( | Other current liabilities | $ | ||||||||||||||||||||||||||||||||||||||
| Cross-currency interest rate swaps | Other non-current assets | Other non-current assets | Other non-current liabilities | ( | Other non-current liabilities | ||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | Other non-current assets | Other non-current assets | Other current liabilities | ( | |||||||||||||||||||||||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as net investment hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross-currency interest rate swaps | Prepaid expenses and other current assets | $ | Prepaid expenses and other current assets | $ | Other current liabilities | $ | Other non-current liabilities | $ | |||||||||||||||||||||||||||||||||||||||
27
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| Cross-currency interest rate swaps | Other non-current assets | $ | Other non-current assets | $ | Other non-current liabilities | $ | ( | Other non-current liabilities | $ | ( | |||||||||||||||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other current assets | Prepaid expenses and other current assets | Other current liabilities | Other current liabilities | ( | ||||||||||||||||||||||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
| Total derivatives | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
28
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
15. SHARE-BASED COMPENSATION
On June 5, 2025, the Company’s shareholders approved the Company’s Amended and Restated 2024 Omnibus Equity Incentive Plan (the “Amended Omnibus Plan”), the Company’s 2025 Employee Share Purchase Plan (the “2025 ESPP”) and the Company’s Sharesave Scheme, as amended and restated (the “Amended Sharesave Scheme”):
•The Amended Omnibus Plan increases the aggregate number of ordinary shares (“Shares”) that can be issued under the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (the “Original Omnibus Plan”) from 1,770,000 to 8,520,000 .
•The 2025 Employee Share Purchase Plan (“2025 ESPP”) consists of two components: a component intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (“the Code”) so that awards granted to U.S. taxpayers are treated as tax-qualified awards under the Code, and a component that is not intended to qualify. The maximum aggregate number of Shares that may be issued pursuant to the 2025 ESPP is equal to 3,000,000 Shares. No 2025 ESPP awards have been granted during 2025.
•The Amended Sharesave Scheme remains substantively the same as the Flutter Entertainment plc Sharesave Scheme, except for the following changes: reduction in the maximum level of discount represented by the option exercise price against the market value of shares (from twenty-five percent (25 %) to twenty percent (20 %)), and replacement of the U.K.- style dilution limit with a fixed number of 3,000,000 Shares being available under the plan (including any sub-plans). No Sharesave Scheme options have been granted during 2025.
During the three and six months ended June 30, 2025, the Group granted:
•71,063 awards (six months ended June 30, 2025: 924,622 ) under the 2024 Incentive Plan. Of the awards granted, 29,664 awards (six months ended June 30, 2025: 264,582 ) have a market condition based on the Total Shareholder Return (TSR) relative to the TSR performance of the S&P 500 equity index. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 39.00 229.07 295.51 41,399 (six months ended June 30, 2025: 660,040 ) options had a weighted average grant date fair value of $257.58
•No restricted awards (six months ended June 30, 2025: 45,941 ) under the Flutter Entertainment plc 2023 Long Term Incentive Plan. The Group engaged a third-party valuation specialist to provide a fair value for the awards using a Monte Carlo simulation model. The key inputs in the model were the expected weighted-average volatility of 41.27 227.50 179.72
During the three and six months ended June 30, 2024, the Group granted:
•52,902 207.70 7,466 200.14
•A further 792,246 197,519 35.58 196.70 73.98 594,727 194.08
29
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
•A further 45,733 39.94 180.70 62.14
As of June 30, 2025, 4,142,799 (June 30, 2024: 3,963,314 ) restricted awards and options were outstanding across all employee share schemes.
During the three and six months ended June 30, 2025, liability-classified awards settled amounting to $29
Total compensation cost arising from employee share schemes for the three and six months ended June 30, 2025 and June 30, 2024 was $72 million and $129 million, and $59 million, and $100 million, respectively, in the unaudited condensed consolidated statements of comprehensive income (loss).
16. FAIR VALUE MEASUREMENTS
The Group’s consolidated financial instruments including cash and cash equivalents, player deposits, accounts receivable, other current assets, accounts payable, player deposit liability, and other current liabilities are carried at historical cost. As of June 30, 2025 and December 31, 2024, the carrying amounts of these financial instruments approximated their fair values because of their short-term nature.
The carrying amount of long-term debt outstanding under the Credit Agreement approximate their fair values, as interest rates on these borrowings approximate current market rates. The fair value of the USD Senior Secured Notes, Euro Senior Secured Notes, and GBP Senior Secured Notes was $1,550 million, $1,258 million and $622 million respectively, as of June 30, 2025 (December 31, 2024: $533 million, $540 million and nil , respectively). The fair values are based on quoted market prices.
The following tables set forth the fair value of the Group’s financial assets, financial liabilities and redeemable non-controlling interests measured at fair value based on the three-tier fair value hierarchy:
| As of June 30, 2025 | |||||||||||||||||||||||
| ($ in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Financial assets measured at fair value: | |||||||||||||||||||||||
| Available for sale – Player deposits – Investments | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities - Investments | |||||||||||||||||||||||
| Derivative financial assets | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Financial liabilities measured at fair value: | |||||||||||||||||||||||
| Derivative financial liabilities | |||||||||||||||||||||||
| Fox Option liability | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Redeemable non-controlling interests at fair value | $ | $ | $ | $ | |||||||||||||||||||
30
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| As of December 31, 2024 | |||||||||||||||||||||||
| ($ in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Financial assets measured at fair value: | |||||||||||||||||||||||
| Available for sale – Player deposits – Investments | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities | |||||||||||||||||||||||
| Derivative financial assets | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Financial liabilities measured at fair value: | |||||||||||||||||||||||
| Derivative financial liabilities | |||||||||||||||||||||||
| Fox Option Liability | |||||||||||||||||||||||
| Contingent consideration | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Redeemable non-controlling interests at fair value | $ | $ | $ | $ | |||||||||||||||||||
Valuation of Level 2 financial instruments
Available for sale – Player deposits – investments
The Group has determined the fair value of available for sale – player deposits – investments by using observable quoted prices or observable input parameters derived from comparable bonds/markets. Although the Group has determined that a number of the bonds fall within Level 1 of the fair value hierarchy, there are a class of bonds which have been classified as Level 2 due to the existence of relatively inactive trading markets for those bonds.
Derivative financial assets and liabilities – Swap agreements
The Group uses derivative financial instruments to manage its interest rate and foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis of the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, such as yield curves, spot and forward foreign exchange rates.
As of June 30, 2025, the Group assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions, determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Group determined that its valuations of its derivatives in their entirety are classified in Level 2 of the fair value hierarchy.
Valuation of Level 3 financial instruments
Equity securities
The Group determined the fair value of investments in equity securities that do not have a readily available market value amounting to $7 million as of June 30, 2025 (December 31, 2024: $6 million) using the Market Comparable Companies Approach based on EBITDA multiple. The movement in the fair value of equity securities for each of the three and six months ended June 30, 2025 and 2024 was immaterial.
Non-derivative financial instruments
Fox Option liability
The fair value of the Fox Option liability amounts to $750 million as of June 30, 2025 and $810 million as of December 31, 2024 which was determined using an option pricing model. As of June 30, 2025 and December 31, 2024, the option exercise price was $4.6 billion and $4.5 billion, respectively. The significant unobservable inputs were the enterprise value of FanDuel, the discount for lack of marketability (“DLOM”), the discount for lack of control (“DLOC”), implied volatility and probability of Fox getting licensed.
The enterprise value of FanDuel was determined using an equal weight to the value indications of the discounted cash flow analysis and the guideline public company analysis. The discount rate used in the discounted cash flow analysis was 18.5 % and 20 % as of each of June 30, 2025 and December 31, 2024, respectively.
31
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Additionally, management applied a combined 32.5 12.5 19.8 18.4
Management selected a discount rate of 32.5
The volatility was 34.5 75.0
Changes in discount rates, revenue multiples, DLOM, DLOC, implied volatility and probability of Fox getting licensed, each in isolation, may change the fair value of the Fox Option liability. Generally, an increase in discount rates, DLOM and DLOC or decrease in revenue multiples, volatility and probability of Fox getting licensed may result in a decrease in the fair value of the Fox Option liability. Due to the inherent uncertainty of determining the fair value of the Fox Option liability, the fair value of the Fox Option liability may fluctuate from period to period. Additionally, the fair value of the Fox Option liability may differ significantly from the value that would have been used had a readily available market existed for FanDuel Group LLC. In addition, changes in the market environment and other events that may occur over the life of the Fox Option may cause the losses ultimately realized on the Fox Option liability to be different than the unrealized losses reflected in the valuations currently assigned.
Redeemable non-controlling interests at fair value
The terms of symmetrical call and put options agreed between the Group and Boyd require exercise price to be calculated at fair market value without giving effect to DLOM and DLOC. FanDuel’s pre-discount enterprise value determined in the same manner as discussed earlier is considered in measuring the fair value of redeemable non-controlling interests owned by Boyd.
The terms of symmetrical call and put options agreed between the Group and NSX shareholders require exercise price to be calculated at fair market value without giving effect to DLOM and DLOC. The enterprise value was determined using a discounted cash flow analysis. The Group based discount rates on the Weighted Average Cost of Capital (“WACC”). The WACC combines the required return on equity based on a Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, and small company premium with the cost of debt, based on BB+ yield curve, adjusted using income tax factor. The beta, cost of debt and ratio of weighted cost of capital was determined based on guideline public company analysis. The median of beta, cost of debt and ratio of equity to debt was 0.92 , 6.8 % and 87:13 respectively. The arithmetic average of beta, cost of debt and ratio of equity to debt was 0.94 , 7.0 % and 73:27. The calculation resulted in a WACC of 17 %. The long-term growth rate used in determining the terminal value was 2.6 %
Changes in WACC and long-term growth rate, each in isolation, may change the fair value of NSX redeemable non-controlling interest. An increase in WACC would result in a decrease in fair value and an increase in long-term growth rate would result in an increase in fair value. In addition, changes in the market environment and other events that may occur over the life of the symmetrical call and put options may cause the fair value of the NSX redeemable non-controlling interest to be different from the fair value reflected in these unaudited condensed consolidated financial statements.
32
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Contingent consideration
The contingent consideration payable is primarily determined with reference to forecast performance of the acquired businesses in excess of a predetermined base target during the relevant time periods and the amounts to be paid in such scenarios. The fair value was estimated by assigning probabilities to the potential payout scenarios. The significant unobservable inputs are forecast performance of the acquired businesses.
The contingent consideration was settled during the six months ended June 30, 2025 and therefore as of June 30, 2025, there was no contingent consideration outstanding.
Movements in the three months period in respect of Level 3 financial instruments carried at fair value
The movements in respect of the financial assets and liabilities carried at fair value are as follows:
| ($ in millions) | Contingent consideration | Equity securities | Fox option liability | Total | Redeemable non- controlling interest at fair value | |||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Total gains or losses for the period: | ||||||||||||||||||||||||||||||||
| Included in earnings | ( | ( | — | |||||||||||||||||||||||||||||
| Included in other comprehensive income (loss) | ( | ( | — | |||||||||||||||||||||||||||||
| Attribution of net income and other comprehensive income: | ||||||||||||||||||||||||||||||||
| Net income attributable to redeemable non-controlling interest | — | — | — | — | ( | |||||||||||||||||||||||||||
| Other comprehensive gain attributable to redeemable non-controlling interest | — | — | — | — | ( | |||||||||||||||||||||||||||
| Acquisitions and settlements: | ||||||||||||||||||||||||||||||||
| Acquisition of redeemable non-controlling interest | — | — | — | — | ( | |||||||||||||||||||||||||||
| Settlements | — | — | — | — | — | |||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest at redemption at fair value | — | — | — | — | ( | |||||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ( | ( | |||||||||||||||||||||||||||||
| ( | ( | — | ||||||||||||||||||||||||||||||
| Change in unrealized gains or losses for the period included in other comprehensive income (loss) | $ | $ | $ | ( | $ | ( | $ | — | ||||||||||||||||||||||||
33
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| ($ in millions) | Contingent consideration | Equity securities | Fox option liability | Total | Redeemable non- controlling interest at fair value | |||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Total gains or losses for the period: | ||||||||||||||||||||||||||||||||
| Included in earnings | — | |||||||||||||||||||||||||||||||
| Included in other comprehensive income (loss) | ( | ( | — | |||||||||||||||||||||||||||||
| Attribution of net income and other comprehensive income: | ||||||||||||||||||||||||||||||||
| Net income attributable to redeemable non-controlling interest | — | — | — | — | ( | |||||||||||||||||||||||||||
| Other comprehensive gain attributable to redeemable non-controlling interest | — | — | — | — | ( | |||||||||||||||||||||||||||
| Acquisitions and settlements: | ||||||||||||||||||||||||||||||||
| Acquisition of redeemable non-controlling interest | — | — | — | — | ( | |||||||||||||||||||||||||||
| Settlements | — | |||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest at redemption at fair value | — | — | — | — | ( | |||||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ( | ( | |||||||||||||||||||||||||||||
| — | ||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses for the period included in other comprehensive income (loss) | $ | $ | $ | ( | $ | ( | $ | — | ||||||||||||||||||||||||
| ($ in millions) | Contingent consideration | Equity securities | Fox option liability | Total | Redeemable non- controlling interest at fair value | |||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Total gains or losses for the period: | ||||||||||||||||||||||||||||||||
| Included in earnings | — | |||||||||||||||||||||||||||||||
| Included in other comprehensive income | ( | ( | — | |||||||||||||||||||||||||||||
| Attribution of net loss and other comprehensive income: | ||||||||||||||||||||||||||||||||
| Net income attributable to redeemable non-controlling interest | — | — | — | — | ( | |||||||||||||||||||||||||||
| Other comprehensive gain attributable to redeemable non-controlling interest | — | — | — | — | — | |||||||||||||||||||||||||||
| Acquisitions and settlements: | ||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest at redemption at fair value | — | — | — | — | ||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| — | ||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses for the period included in other comprehensive income (loss) | $ | $ | $ | ( | $ | ( | $ | — | ||||||||||||||||||||||||
34
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| ($ in millions) | Contingent consideration | Equity securities | Fox option liability | Total | Redeemable non- controlling interest at fair value | |||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Total gains or losses for the period: | — | — | — | — | ||||||||||||||||||||||||||||
| Included in earnings | ( | ( | ( | — | ||||||||||||||||||||||||||||
| Included in other comprehensive income | — | |||||||||||||||||||||||||||||||
| Attribution of net loss and other comprehensive income: | — | — | — | — | ||||||||||||||||||||||||||||
| Net income attributable to redeemable non-controlling interest | — | — | — | — | ( | |||||||||||||||||||||||||||
| Other comprehensive loss attributable to redeemable non-controlling interest | — | — | — | — | ||||||||||||||||||||||||||||
| Acquisitions and settlements: | — | — | — | — | ||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest at redemption at fair value | — | — | — | — | ( | |||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| ( | ( | ( | — | |||||||||||||||||||||||||||||
| Change in unrealized gains or losses for the period included in other comprehensive income (loss) | $ | $ | $ | $ | $ | — | ||||||||||||||||||||||||||
17. COMMITMENTS AND CONTINGENCIES
Guarantees
The Group has uncommitted working capital overdraft facilities as of June 30, 2025 of $23 million (December 31, 2024: $20 million) with Allied Irish Banks p.l.c. These facilities are secured by a Letter of Guarantee from Flutter Entertainment plc.
The Group has bank guarantees: (i) in favor of certain gaming regulatory authorities to guarantee the payment of player funds, player prizes, and certain taxes and fees due by a number of Group companies; and (ii) in respect of certain third-party rental and other property commitments, merchant facilities and third-party letter of credit facilities. The bank guarantees have various expected terms up to December 31, 2029; 18 of the bank guarantees are indefinite lived. The maximum amount of the guarantees as of June 30, 2025 was $414 million (December 31, 2024: $304 million). No claims had been made against the guarantees as of June 30, 2025 (December 31, 2024: $Nil ). The guarantees are secured by counter indemnities from Flutter Entertainment plc and certain of its subsidiary companies. The value of cash deposits over which the guaranteeing banks hold security was $50 million as of June 30, 2025 (December 31, 2024: $62 million).
35
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Other purchase obligations
The Group is a party to several non-cancelable contracts with vendors where the Group is obligated to make future minimum payments under the terms of these contracts as follows:
| ($ in millions) | Year Ending December 31, | ||||
| From June 30, 2025 to December 31, 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| $ | |||||
Legal Contingencies
The Group is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business. The Group establishes an accrued liability for legal claims and indemnification claims when the Group determines that a loss is both probable and the amount of the loss can be reasonably estimated. The estimates are based on all known facts at the time and our assessment of the ultimate outcome. As additional information becomes available, the Group reassesses the potential liability related to our pending claims and litigation, which may also revise our estimates. The amount of any loss ultimately incurred in relation to these matters may be higher or lower than the amounts accrued. Due to the unpredictable nature of litigation, there can be no assurance that our accruals will be sufficient to cover the extent of our potential exposure to losses. Any fees, expenses, fines, penalties, judgments, or settlements which might be incurred by us in connection with the various proceedings could affect our results of operations and financial condition.
Austrian and German player claims
The Group has seen a number of player claims in Austria and Germany for reimbursement of historic gaming losses. The basis of these claims is rooted in the Group having provided remote services in Austria and Germany (outside of Schleswig-Holstein) from Maltese entities on the basis of multi-jurisdictional Maltese licenses, which the Group continues to believe is compliant in accordance with EU law. However, the Austrian Courts and certain German Courts consider the Group’s services non-compliant with their respective local laws. The Group strongly disputes the basis of these claims and judgements made by Austrian and German courts in awarding the player’s claims.
As of June 30, 2025, the Group has recorded an amount of €17 million ($20 million) within loss contingencies forming part of other current liabilities. It is reasonably possible that the actual losses could be in excess of the Group’s accrual. The Group is unable to estimate a reasonably possible loss or range of loss in excess of its accrual due to the complexities and uncertainty around the judicial process.
In addition, there are further claims made against the Group amounting to €45 million ($53 million) as of June 30, 2025, the settlement of which is predicated on the merits of the case and whether the enforcement proceedings are successful in laying claim over the Group’s Maltese assets for settlement of these claims. The Group, based on advice from its legal counsel, believes such cross-border enforcement of judgements is in contravention to Maltese public policy and Regulation (EU) 1215/2012 and has not accrued any liability for these claims. The Group has filed countersuits before the Maltese Civil Court for setting aside these claims. The defendants have also filed garnishee orders with the Maltese Civil Court to attach the Group’s Maltese assets, some of which have already been declined by the Maltese Civil Court. Should the Maltese Courts decide in favor of the Group, there would be grounds for dismissal of all pending player claims instituted against the Group.
While the Group believes that it has strong arguments, at this time, the Group is unable to reasonably estimate the likelihood of the outcome due to the complexities and uncertainty around the judicial process.
36
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Cybersecurity Incident
As previously reported, the Group received notice in 2023 that certain customer and employee data was involved in the global incident involving the MOVEit file transfer software, which began when the third-party provider administering the software announced that it had identified a previously unknown vulnerability in MOVEit. The Group had previously used MOVEit to share data and manage file transfers similar to many companies globally. Once the Group was informed of the incident, the Group promptly undertook responsive measures, including restricting access to the affected application, launching an internal investigation in partnership with outside independent cybersecurity forensic consultants and notifying the relevant regulators and law enforcement agencies, as well as our employees and customers, impacted by the incident. Based on this investigation and information currently known at this time, the Group cannot determine or predict the ultimate outcome of this matter or any related claims or reasonably provide an estimate or range of the possible outcome or loss, if any, though the Group does not expect that this incident will have a material impact on our operations or financial results. However, the Group has incurred and may continue to incur, expenses related to existing or future claims arising from this incident.
Goods and Services Tax (“GST”) rate applicable to operations in India
As previously reported, India’s Directorate General of Goods & Services Tax (the “DGGI”) is currently investigating the historical characterization of products such as rummy, fantasy games and poker as ‘games of skill’ (subjects to tax of 18% on player commission) rather than ‘games of chance’ (subject to 28% tax on player stakes). In making GST returns, Junglee and PokerStars India have consistently followed the Supreme Court of India’s rulings in relation to the distinction between games of skill and games of chance and treated its products as games of skill.
The DGGI has issued notices to multiple online gaming businesses alleging historical underpayment of GST, including to Junglee, and most recently to PokerStars India for a total amount of ₹198.5 billion ($2.3 billion). The Group disputes that any additional tax is payable and has been advised that the notices received are not in accordance with the GST provisions applicable to past periods.
As of the date of issue of these unaudited condensed consolidated financial statements, Junglee and PokerStars India have had their respective cases joined to the GST cases of other online gaming operators pending at the Supreme Court of India (the “Supreme Court”). The Supreme Court has stayed proceedings such that DGGI cannot take any further action against Junglee or PokerStars India, including raising a demand of the alleged underpayment of GST, until the Supreme Court rules on the GST cases or vacates the stay. The legal arguments commenced before the Supreme Court on May 5, 2025 and are yet to be concluded as of the date of issue of these unaudited condensed consolidated financial statements. The lead case (The Directorate General of GST Intelligence vs. Gameskraft Technologies Private Limited) was ruled in favor of Gameskraft, the taxpayer, at the Karnataka High Court in May 2023, and found that taxes had been paid in accordance with the law, but the case remains unresolved at the Supreme Court.
On June 22, 2024, a meeting of India’s Goods and Services Tax Council (the “GST Council”) (a constitutional body responsible for the formation and recommendation of GST law changes, held by the Supreme Court to be the ultimate authority on the GST issues), recommended amending the GST law to empower the Indian Central Government, on the recommendation of the GST Council, to waive any historical taxes not paid, where the common trade practice was either:
1.not to subject the goods or services to tax, or
2.to subject the goods or services to a lower tax rate than what is now being suggested by the DGGI.
The recommendation of the GST Council was incorporated into the Finance Act, 2024.
While this law is not industry specific, if applied by the GST Council to the online real money gaming industry, we would expect the 18 % GST already paid on platform commissions for past periods to be accepted as the applicable tax rate and the litigation referenced above will likely cease.
As of the date of issue of the unaudited condensed consolidated financial statements, no liability has been accrued as the Group has determined that it is not probable that a liability has been incurred considering the progress of the cases pending at the Supreme Court, decisions of the State High Courts in favor of the industry, the arguments of legal counsel representing the industry and the opinion of the Group’s own legal counsel.
37
FLUTTER ENTERTAINMENT PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
18. SUBSEQUENT EVENTS
On July 10, 2025, the Group entered into an agreement with Boyd Gaming Corporation to acquire the redeemable non-controlling of 5 % held by Boyd Interactive Holdings L.L.C. (“Boyd”) in FanDuel Group Parent LLC (“FanDuel”) and terminate certain existing market access and retail agreements for an aggregate consideration of $1.76 billion, subject to certain adjustments (the “Boyd Transaction”). The Group also entered into new collaboration and market access agreements with Boyd. The acquisition brings the Group’s holding in FanDuel to 100 %. The transaction closed on July 31, 2025.
On July 10, 2025, the Company and certain of its subsidiaries entered into a definitive bridge credit agreement (the “Bridge Credit Agreement”) with certain banks to obtain binding commitments in respect of a senior secured first lien term loan comprising an aggregate principal of $1.75 billion (the “Facility”). The Group drew down the Facility on July 30, 2025 to fund the Boyd Transaction. The Facility bears interest at a per annum rate equal to Term SOFR plus an applicable margin equal to 1.25 %, which shall be subject to certain step-ups over the term of the Facility. The other terms of the Bridge Credit Agreement are substantially similar to the terms of the Term Loan A, Term Loan B and Revolving Credit Facility Agreement dated as of November 24, 2023 (and as amended from time to time).
On July 10, 2025, the Company and certain of its subsidiaries entered into a Commitment Letter (the “Commitment Letter”) with certain banks for an incremental commitment of $50 million, which when implemented shall increase the size of the Revolving Credit Facility to £1.1 billion.
On July 18, 2025, the Group exercised the second tranche of the Junglee Options for a cash payment of $67 million. This acquisition brings the Group’s holding in Junglee Games Inc. to 100 % and economic interest in Junglee Games India Private Limited to 95 %.
On July 24, 2025, the Group announced the pricing of an offering (the “Offering”) of $625 million aggregate principal amount of 5.875 % senior secured notes due 2031 issued at par, €300 million aggregate principal amount of 4.000 % senior secured notes due 2031 issued at par, and £250 million aggregate principal amount of 6.125 % senior secured notes due 2031 issued at 100.125 % (collectively, the “Notes”) by its subsidiary Flutter Treasury DAC (the “Issuer”). The Notes will constitute a further issuance of the Issuer’s 5.875 % senior secured notes due 2031, 4.000 % senior secured notes due 2031 and 6.125 % senior secured notes due 2031 that were each issued on June 4, 2025. The Offering is subject to customary closing conditions, and settlement is expected to occur on August 7, 2025.
******
38
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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”).
Our Business
Flutter is the world’s leading online sports betting and iGaming operator based on revenue. Our ambition is to change our industry for the better and deliver long-term growth while also achieving a positive, sustainable future for all our stakeholders. We are well-placed to do so through the global competitive advantages of the Flutter Edge, which provides our brands with access to group-wide benefits to stay ahead of the competition, while maintaining a clear vision for sustainability through our Positive Impact Plan.
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.
Our Products and Geographies
Our principal products include sportsbook, iGaming and other products, such as exchange betting, pari- mutuel wagering and daily fantasy sports (“DFS”). In each market that we operate in, we typically offer sports betting, iGaming, or both, depending on the regulatory conditions of that market.
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 and six months ended June 30, 2025.
The Company reports its consolidated financial statements based on two reportable segments:
•U.S.; and
•International (which includes what was formerly our UKI, International and Australia segments),
Segment results for the three and six months ended June 30, 2024, have been revised to reflect the change in reportable segments.
Non-GAAP Measures
We report our financial results in this quarterly report in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP” or “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.
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.
39
Our non-GAAP financial measures may not be comparable to similarly-titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with U.S. GAAP.
To evaluate our business properly and prudently, we encourage you to review the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report, and not rely on a single financial measure to evaluate our business. We also strongly urge you to review the reconciliations between our most directly comparable financial measures calculated in accordance with U.S. GAAP measures and our non-GAAP measures set forth in “—Supplemental Disclosure of Non-GAAP Measures.”
Key Operational Metrics
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.
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.
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.
Stakes represent the total amount our players wagered in sportsbook and is a key volume indicator for our sportsbook products. The variability of sporting outcomes can result in an impact to sportsbook revenue that may obscure underlying trends in the sportsbook business relating to growth in amounts wagered and, accordingly, staking data can provide additional useful information. We do not utilize staking information to track performance of our iGaming products. Because our iGaming business is not subject to the same variability in outcomes, management is able to assess trends in our iGaming business by analyzing AMPs and revenue changes, without the need to collect or analyze stakes and believes that collecting and analyzing stakes data in our iGaming business would not provide meaningful incremental information regarding trends in such business that is not already provided by collecting and analyzing our iGaming AMPs and revenue data.
Sportsbook net revenue margin is defined as sportsbook revenue as a percentage of the amount staked. This is a key indicator for measuring the combined impact of our overall margin on sportsbook products and levels of bonusing.
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Acquisitions
On April 30, 2025, we completed the acquisition of 100% of the outstanding shares of Pluto (Italia) S.p.A, the holding company that owns Snaitech S.p.A (“Snai”), one of Italy’s leading omni-channel operators in the sports betting and iGaming market, for consideration of approximately $2.6 billion (€2.3 billion). Snai is included in the International segment from the date of acquisition.
On May 14, 2025, we completed the acquisition of a 56% interest in NSX Group (“NSX”), a leading Brazilian operator of the Betnacional brand for a total consideration of BRL 3,819 million ($678 million) comprising of a provisional cash consideration of approximately BRL 1,981 million ($352 million) and non-cash consideration of BRL 1,910 million ($326 million), 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. NSX is included in the International segment from the date of acquisition.
We believe that 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.
On July 10, 2025, the Group entered into an agreement with Boyd Gaming Corporation to acquire the redeemable non-controlling of 5% held by Boyd Interactive Holdings L.L.C. (“Boyd”) in FanDuel Group Parent LLC (“FanDuel”) and terminate certain existing market access and retail agreements for an aggregate consideration of $1.76 billion, subject to certain adjustments (the “Boyd Transaction”). The Group also entered into new collaboration and market access agreements. The acquisition brings the Group’s holding in FanDuel to 100%. The transaction closed on July 31, 2025.
We intend to continue to make similar investments in the future in attractive, fast-growing markets where growing our business organically is typically slower or more difficult to achieve. Acquisitions can involve significant investments to integrate the business of the acquired company with our business, and such costs may vary significantly from period to period. Accordingly, the impact of significant acquisitions may result in our financial information for such periods being less comparable to prior financial periods, or not being comparable at all, to prior financial periods.
Business Environment
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.
U.S.
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 June 30, 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.
We are also closely monitoring the developments around the events contracts markets including among other things actions by state regulators, the U.S. Commodities Futures Trade Commission and the potential direct and indirect opportunities for FanDuel to explore. We already operate a substantially large betting exchange, the Betfair Exchange, and we have significant experience in this space.
In recent months, we have seen several U.S. states enact gaming tax increases.
•On June 1, 2025, the state of Maryland increased its tax rate on online sports betting from 15% to 20%;
•On July 1, 2025, the state of Illinois introduced a betting transaction fee for licensed operators on all sports wagers placed within the state. In response, from September 1, 2025, FanDuel will introduce a new $0.50 transaction fee on each bet placed on our platform in Illinois. This decision reflects the significant increase in the cost of operating in Illinois driven by the new Illinois transaction fee. The introduction of this fee by the state follows a substantial increase in the betting tax rate in Illinois in 2024;
•From July 1 2025, New Jersey increased their gaming tax rates on both sports betting (from 13.5% to 19.75%) and gaming (from 15% to 19.75%);
•From August 1 2025, the state of Louisiana will increase its tax rate on online sports betting from 15% to 21.5%.
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The estimated impact from Illinois transaction fee for the fiscal 2025 is $5 million net, with a gross impact of $35 million mitigated by $30 million in other revenue from the proposed transaction fee. The estimated impact from the New Jersey and Louisiana tax increases for the fiscal 2025 is $35 million net, with a gross impact of $45 million and approximately 20% mitigation through locally optimized promotional and marketing spend. Maryland is estimated to have an impact of $10 million before any mitigation. We expect to mitigate a similar portion of this impact through locally optimized promotional and marketing spend.
International
Our International segment operates in around 100 different countries in both locally regulated and locally unregulated markets with select markets discussed below.
UK and Ireland
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.
In October 2024, the Irish government enacted the Irish Gambling Act, which introduced major reform and consolidation of gambling laws in Ireland, including the creation of a Gambling Regulatory Authority of Ireland (“GRAI”), which will have broad powers to publish further guidance and codes of conduct. While the legislation has been enacted, it is yet to be formally commenced. The new licensing framework is expected to be commenced on a phased basis, with the issuing of licenses by the GRAI expected to take place in 2026.
In addition, the UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and gaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations. The UK Gambling Commission recently published the outcome of its socially responsible incentives consultation, which limits wagering restrictions to ten times and prohibits mixed product promotions from January 2026.
Italy
Italy is the largest regulated gambling market in the European Union. In recent years, the regulatory framework in Italy has tightened with a ban on online advertising issued in 2019. In August 2023, the Italian government approved the terms of a new legislative 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 in December 2024 of a call for tenders for new online gaming licenses. The bids for new online gaming licenses were submitted on May 30, 2025. These licenses are valid for nine years and cover all games that are not subject to exclusive licenses, such as online scratch cards. On July 1, 2025, Italy’s Agenzia delle dogane e dei Monopoli (“ADM”) confirmed that 46 applications have been approved for new online gaming licenses in the country. Flutter is awaiting official confirmation of the assignment of the five licenses for all the brands we operate in Italy (confirmation expected by the end of September 2025).
Australia
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.
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.
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Brazil
On January 1, 2025, Brazil launched its regulated market for online sports betting and casino. We received a provisional license from the Ministry of Finance, Brazil on December 31, 2024 and launched Betfair in Brazil on January 1, 2025. On February 7, 2025, we received a full license from the Ministry of Finance, Brazil. On May 14, 2025, Flutter completed its acquisition of a 56% interest in NSX operator of the Betnacional brand in Brazil. On May 29, 2025, Brazil’s Senate approved a bill implementing new rules to ban betting advertising during live sports broadcasts and prohibit the use of celebrities, influencers, and active athletes in gambling promotions. The bill will now be deliberated in the Chamber of Deputies. In June 2025, Brazil’s government published a provisional measure that if approved in Congress would raise the gross gaming revenue tax rate from 12% to 18%.
Other
Among the other international markets in which we operate, Turkey, Georgia, Spain, Serbia and India are our five largest markets after UKI, Italy and Australia.
Operating Results
Operational and Financial Metrics for the Group
Three months ended June 30, 2025 compared to three months ended June 30, 2024:
The following table presents our AMPs for the Group, by total Group and by product category for the interim periods indicated:
| Three months ended June 30, | |||||||||||
| AMPs (Amounts in thousands) | 2025 | 2024 | |||||||||
Total Group AMPs 1 | 15,978 | 14,344 | |||||||||
Group AMPs by Product Category 1 | |||||||||||
| Sportsbook | 8,593 | 8,312 | |||||||||
| iGaming | 8,007 | 6,487 | |||||||||
| Other | 2,292 | 2,135 | |||||||||
1.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 reflect 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.
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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:
| Three months ended June 30, | |||||||||||
| (Amounts in $ millions, except percentages) | 2025 | 2024 | |||||||||
| Revenue | $ | 4,187 | $ | 3,611 | |||||||
| Cost of Sales | (2,228) | (1,835) | |||||||||
| Gross profit | $ | 1,959 | $ | 1,776 | |||||||
| Technology, research and development expenses | (256) | (216) | |||||||||
| Sales and marketing expenses | (789) | (746) | |||||||||
| General and administrative expenses | (525) | (445) | |||||||||
| Operating profit | $ | 389 | $ | 369 | |||||||
| Other (expense) income, net | (74) | 89 | |||||||||
| Interest expense, net | (110) | (108) | |||||||||
| Income before income taxes | $ | 205 | $ | 350 | |||||||
| Income tax expense | (168) | (53) | |||||||||
| Net income | $ | 37 | $ | 297 | |||||||
Net income margin 1 | 0.9 | % | 8.2 | % | |||||||
Adjusted EBITDA 2 | $ | 919 | $ | 738 | |||||||
Adjusted EBITDA margin 2 | 21.9 | % | 20.4 | % | |||||||
1.Net income margin is net income divided by revenue.
2.Adjusted EBITDA and Adjusted EBITDA margin are non-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.
Our revenue increased by 16%, to $4,187 million for the three months ended June 30, 2025, from $3,611 million for the three months ended June 30, 2024 and our AMPs increased 11% period over period to 16 million. The key driver of Group revenue growth was continued strong growth of our U.S. segment, with revenue increasing by 17% period over period, due to scaling of our U.S. business and strong growth in existing states (pre-2024 states). Revenue in our International segment increased by 15% period over period, primarily driven by (i) the acquisitions of Snai and NSX, which were consolidated for the first time during the second quarter of 2025 and contributed an 11% increase in revenue, and (ii) strong momentum in iGaming within our other brands with revenue increasing 14% period over period, partially offset by a decrease in sportsbook revenue in other brands of 5% driven by the prior period containing the European Football Championships (“Euros”) which accounted for 6% of stakes in the prior period.
Cost of sales increased by 21%, to $2,228 million for the three months ended June 30, 2025, from $1,835 million for the three months ended June 30, 2024. Cost of sales as a percentage of revenue increased period over period to 53% for the three months ended June 30, 2025 from 51% for the three months ended June 30, 2024. In our U.S. segment, cost of sales as a percentage of revenue decreased period over period by 90 basis points, from 54.9% for the three months ended June 30, 2024 to 54.0% for the three months ended June 30, 2025 primarily driven by (i) the benefit of a 50 basis points due to improvement in payment processing costs initiatives deployed in the second half of fiscal year 2024 and other cost initiatives which were partially offset by an increase in taxes in Illinois and (ii) the benefit of 40 basis points due to the impact of more favorable sports results in the current period when compared with the prior period which typically give rise to a lower cost of sales. Cost of sales as a percentage of revenue increased in our International segment by 320 basis points with the acquisition of Snai and NSX contributing 170 basis points of the period over period increase. The remaining 150 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in taxes in Central and Eastern Europe (CEE) and Betfair Brazil.
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Technology, research and development expenses increased by 19%, to $256 million for the three months ended June 30, 2025 from $216 million for the three months ended June 30, 2024 primarily driven by (i) $13 million increase in our US segment primarily due to scaling of data storage and processing costs, (ii) $7 million of integration related expense primarily driven by the large-scale migration of Sky Betting & Gaming customers onto our shared UKI platform and migration of Pokerstars Italy to our Southern Europe and Africa (SEA) platform in the current period compared to other smaller migrations and integrations in the prior period and (iii) $5 million due to the consolidation of Snai and NSX.
Sales and marketing expenses increased by 6% to $789 million for the three months ended June 30, 2025, from $746 million for the three months ended June 30, 2024. Sales and marketing expenses as a percentage of revenue was 19% for the three months ended June 30, 2025, a decrease of 200 basis points from 21% for the three months ended June 30, 2024. In our US segment, sales and marketing expenses decreased by 13% period over period driven by heightened investment in the North Carolina launch in the prior year and a greater proportion of total marketing expenditure for fiscal year 2025 now expected to be incurred during the second half of fiscal year 2025 compared to the prior period. As a percentage of revenue, sales and marketing expenses decreased by 440 basis points period over period due to sustained operating leverage. In our International segment, sales and marketing expenses increased by $18 million or 5% with the acquisitions of Snai and NSX contributing to $37 million or 10% of the increase. As a percentage of revenue, sales and marketing expenses decreased by 150 basis points to 15.7% for the three months ended June 30, 2025 due to Euros related marketing expenses in the prior period which was offset by increased investment in Italy to support conversion of our retail customer base to online, and our growth plans in Turkey and Brazil in the current period. The decreases in our segment sales and marketing expenses as a percentage of revenue was offset by an increase of 90 basis points due to acceleration of amortization resulting from a change in estimated useful lives of acquired customer intangibles and amortization of acquired intangible assets from the Snai and NSX acquisitions.
General and administrative expenses increased by 18%, to $525 million for the three months ended June 30, 2025, from $445 million for the three months ended June 30, 2024. The increase was primarily as a result of (i) increased transaction fees and integration costs of $46 million which was primarily driven by (a) business process re-engineering cost and cost associated to our anticipated migration to a new enterprise resource planning system and (b) the acquisitions of Snai and NSX, (ii) an increase of $13 million due to the consolidation of Snai and NSX, (iii) increased share based compensation expense of $8 million due to an increase in stock price, timing of grants and number of grants awarded period over period and (iv) an increase in labor cost other than share based payments due to greater investment in the Group’s workforce.
Operating profit increased by $20 million to $389 million for the three months ended June 30, 2025, from $369 million for the three months ended June 30, 2024, as a result of the factors above.
Other (expense) income, net decreased by $163 million, to a $74 million expense for the three months ended June 30, 2025, from a $89 million income for the three months ended June 30, 2024. This decrease was primarily driven by the movement in the fair value (loss) gain on the Fox Option liability of $172 million to a loss of $81 million for the three months ended June 30, 2025 from a gain of $91 million for the three months ended June 30, 2024, partially offset by the impact of foreign exchange gain (loss) which was a gain of $25 million for the three months ended June 30, 2025 compared to a loss of $8 million for the three months ended June 30, 2024.
Interest expense, net increased by $2 million, to $110 million for the three months ended June 30, 2025, from $108 million for the three months ended June 30, 2024, primarily due to a $22 million increase in interest expense arising from the Bridge Credit Agreement dated April 29, 2025, the Senior Secured Notes due 2032 and the USD First Lien Term Loan B due 2032 which were both issued on June 4, 2025 offset primarily by a $21 million decrease in Term Loan and Revolving Credit Facility interest expense as a result of falling interest rates, a reduced margin on the Term Loan B resulting from a repricing and lower average drawings on the Revolving Credit Facility.
Income tax expense increased by $115 million, to a $168 million income tax expense for the three months ended June 30, 2025, from a $53 million income tax expense for the three months ended June 30, 2024. The movement is primarily due to (i) the $50 million tax benefit in fiscal year 2024 related to utilization of U.S. federal deferred tax assets, (ii) $28 million of income tax expense resulting from the reorganization of our Betfair Brazil business in fiscal year 2025, and (iii) the income tax impact of loss-making jurisdictions, for which no benefit can be recognized, and return-to-provision adjustments.
Net income decreased by $260 million to $37 million for the three months ended June 30, 2025, from $297 million for the three months ended June 30, 2024 and net income margin decreased to 0.9% from 8.2% for the three months ended June 30, 2024, as a result of the factors above.
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Adjusted EBITDA increased by 25%, to $919 million for the three months ended June 30, 2025, from $738 million for the three months ended June 30, 2024. Adjusted EBITDA margin increased by 150 basis points from 20.4% to 21.9% reflecting the revenue performance and expenses trends outlined above.
Operational and Financial Metrics by Segment
U.S.
The following table presents a summary of our operational metrics for the U.S. segment for the interim periods indicated.
| Three months ended June 30, | |||||||||||
| AMPs (Amounts in thousands) | 2025 | 2024 | |||||||||
Total U.S. AMPs 1 | 3,519 | 3,466 | |||||||||
U.S. AMPs by Product Category 1 | |||||||||||
| Sportsbook | 2,699 | 2,806 | |||||||||
| iGaming | 907 | 689 | |||||||||
| Other | 584 | 584 | |||||||||
Stakes (amounts in $ millions) | $ | 11,699 | $ | 10,976 | |||||||
| Sportsbook net revenue margin | 10.4 | % | 10.0 | % | |||||||
1.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 reflect 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.
The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the U.S. segment for the interim periods indicated.
| Three months ended June 30, | |||||||||||
| (Amounts in $ millions, except percentages) | 2025 | 2024 | |||||||||
| U.S. | |||||||||||
| Sportsbook | $ | 1,219 | $ | 1,099 | |||||||
| iGaming | 507 | 357 | |||||||||
| Other | 65 | 71 | |||||||||
| Total U.S. revenue | $ | 1,791 | $ | 1,527 | |||||||
| Adjusted EBITDA | $ | 400 | $ | 260 | |||||||
| Adjusted EBITDA margin | 22.3 | % | 17.0 | % | |||||||
Total revenue for our U.S. segment increased by 17% to $1,791 million for the three months ended June 30, 2025, from $1,527 million for the three months ended June 30, 2024. AMPs grew by 2% period over period as we lapped the benefit of the North Carolina launch in March during the prior period. Pre-2024 states AMPs increased by 5% and pre-2022 states AMPs increased by 7%.
Sportsbook revenue increased by 11%, driven by increased stakes of 7% to $11,699 million and an improvement in net revenue margin. The increase in stakes was driven by an increase in player frequency with live-betting representing over half the stakes in the second quarter of 2025.
Sportsbook net revenue margin increased by 40 basis points to 10.4% for the three months ended June 30, 2025 compared to 10.0% for the three months ended June 30, 2024. This reflected structural revenue margin expansion of 70 basis points to 13.6% driven by our market leading pricing and risk capabilities and delivering continued increased penetration of parlay bets. The increase in structural revenue margin was partially offset by less favorable sports results of 30 basis points period over period (three months ended June 30, 2025: 80 basis points favorable, three months ended June 30, 2024: 110 basis points favorable).
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iGaming revenue for the three months ended June 30, 2025 increased by 42% driven by an increase in AMPs of 32% period over period to 0.9 million for the three months ended June 30, 2025 compared to 0.7 million for the three months ended June 30, 2024 and an increase in player frequency driven by the launch of site-wide jackpots and the roll out of new titles to the platform.
Other revenue for the three months ended June 30, 2025 decreased by 8% period over 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.
Adjusted EBITDA for the U.S. was $400 million for the three months ended June 30, 2025, a $140 million increase compared to $260 million for the three months ended June 30, 2024. Adjusted EBITDA margin increased to 22.3% for the three months ended June 30, 2025 from 17.0% for the three months ended June 30, 2024. The improvements in Adjusted EBITDA margin were driven by (i) an increase in revenue of $264 million as a result of the factors above, (ii) a reduction in cost of sales as a percentage of revenue of 90 basis points from 54.9% for the three months ended June 30, 2024 to 54.0% for the three months ended June 30, 2025, primarily driven by (a) the benefit of 50 basis points due to improvement in payment processing costs initiatives deployed in the second half of fiscal year 2024 and other cost initiatives which were partially offset by an increase in taxes in Illinois and (b) the benefit of 40 basis points due to the impact of more favorable sports results in the current period when compared with the prior period which typically give rise to a lower cost of sales and (iii) a reduction in sales and marketing expenses as a percentage of revenue of 440 basis points from 16.6% for the three months ended June 30, 2024 to 12.2% for the three months ended June 30, 2025 due to (a) investment in North Carolina in the prior year, (b) sustained operating leverage and (c) a greater proportion of total marketing expenditure for fiscal year 2025 now expected to be incurred during second half of fiscal year 2025 compared to the prior period.
International
The following table presents a summary of our operational metrics for the International segment for the interim periods indicated.
| Three months ended June 30, | |||||||||||
| AMPs (Amounts in thousands) | 2025 | 2024 | |||||||||
Total International AMPs 1 | 12,459 | 10,878 | |||||||||
International AMPs by Product Category 1 | |||||||||||
| Sportsbook | 5,894 | 5,505 | |||||||||
| iGaming | 7,100 | 5,798 | |||||||||
| Other | 1,708 | 1,551 | |||||||||
Stakes (amounts in $ millions) | $ | 7,970 | $ | 7,422 | |||||||
| Sportsbook net revenue margin | 13.1 | % | 13.4 | % | |||||||
1.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 reflect 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.
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The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the International segment for the interim periods indicated.
| Three months ended June 30, | |||||||||||
| (Amounts in $ millions, except percentages) | 2025 | 2024 | |||||||||
| International | |||||||||||
| Sportsbook | $ | 1,041 | $ | 997 | |||||||
| iGaming | 1,268 | 997 | |||||||||
| Other | 87 | 90 | |||||||||
| Total International revenue | $ | 2,396 | $ | 2,084 | |||||||
| Adjusted EBITDA | $ | 591 | $ | 523 | |||||||
| Adjusted EBITDA margin | 24.7 | % | 25.1 | % | |||||||
The following tables present the International segment disaggregated revenue:
| Three months ended June 30, | |||||||||||
| ($ in millions) | 2025 | 2024 | |||||||||
UKI 1 | $ | 936 | $ | 928 | |||||||
Southern Europe and Africa 2 | 657 | 390 | |||||||||
Asia Pacific 3 | 402 | 385 | |||||||||
Central and Eastern Europe 4 | 138 | 128 | |||||||||
Brazil 5 | 44 | 18 | |||||||||
Other regions 6 | 219 | 235 | |||||||||
| Total International segment revenue | $ | 2,396 | $ | 2,084 | |||||||
1.UKI represents Sky Bet, Paddy Power and Betfair UK and Ireland operations as well as the tombola brand.
2.Southern Europe and Africa comprises the Italian operations of our Sisal, Snai (effective from acquisition date) and PokerStars brands as well as Sisal’s business in Turkey and Morocco.
3.Asia Pacific includes our Sportsbet business in Australia and Junglee in India.
4.Central and Eastern Europe comprises Adjarabet in Georgia and Armenia together with MaxBet in Serbia, Bosnia Herzegovina, North Macedonia and Montenegro.
5.Brazil reflects our Betfair and Betnacional (effective from acquisition date) operations in the region.
6.Other regions is comprised of PokerStars’ non-Italian operations and Betfair’s non-Brazilian business.
Total revenue for our International segment increased by 15% to $2,396 million for the three months ended June 30, 2025 from $2,084 million for the three months ended June 30, 2024 driven by a 15% increase in AMPs, with the acquisitions of Snai and NSX contributing an increase in revenue of 11%. Additionally, favorable changes in foreign currency exchange rates contributed to an increase in revenue of 3%.
Sportsbook revenue increased by 4% to $1,041 million for the three months ended June 30, 2025 from $997 million for the three months ended June 30, 2024, with the acquisitions of Snai and NSX contributing an increase in revenue of 9%. Sportsbook stakes grew 7% period over period with Snai and NSX contributing 9% of the period over period growth offsetting the impact of the Euros in the prior period which accounted for 6% of handle in the prior period. Additionally, favorable changes in foreign currency exchange rate contributed revenue growth of 2%.
Sportsbook net revenue margin decreased by 30 basis points period over period to 13.1%. Structural revenue margin was flat period-over-period, as underlying pricing capability driven margin expansion was offset by faster growth in regions with lower margins including SEA, Brazil and CEE. A decrease in favorable sports results contributed to the decline with period-over-period impact of 90 basis points (three months ended June 30, 2025: 30 basis points favorable, three months ended June 30, 2024: 120 basis points favorable). A reduction in promotional spend of 60 basis points to 3.6% of stakes had a positive impact on net revenue margin, partially offsetting the impacts set out above.
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iGaming revenue increased by 27% to $1,268 million for the three months ended June 30, 2025 from $997 million for the three months ended June 30, 2024, with the acquisitions of Snai and NSX contributing revenue growth of 13%. Additionally, revenue growth was driven by (i) strong performance in our other brands within SEA, continued momentum in India and double-digit growth in UKI due to higher engagement from new slots content and more targeted generosity partially offsetting the impact of slots limits and (ii) favorable changes in foreign currency exchange rates which contributed revenue growth of 4%.
Other revenue for the three months ended June 30, 2025 decreased by 3% driven by the lower commission from Betfair Exchange, partially offset by favorable changes in foreign currency exchange rates which contributed revenue growth of 4%.
On a regional basis:
UKI revenue grew by 1% period over period. UKI sportsbook revenue decreased by 12% due to a decrease in amounts staked of 3% driven by the Euros in the prior period, which accounted for 10% of overall volumes in the prior period. Adverse sports results also contributed to the decrease with period-over-period impact of 190 basis points with sports results in the three months ended June 30, 2025 being less favorable than those arising in the prior period (three months ended June 30, 2025: 0 basis points favorable, three months ended June 30, 2024: 190 basis points favorable). The overall decrease in sportsbook revenue was partially offset by a favorable change in foreign currency exchange rates which contributed revenue growth of 5%. UKI iGaming revenue grew 17% period-over-period driven by (i) continued product enhancements and generosity optimization, partially offsetting the impact of the Gambling Act review which led to player restrictions implemented during the quarter and (ii) a favorable change in foreign currency exchange rates which contributed revenue growth of 7%.
SEA revenue grew 68% period over period. The acquisition of Snai contributed revenue growth of 52% and a favorable change in foreign currency exchange rates contributed revenue growth of 5%. Sportsbook revenue for the region grew 64% due to (i) the acquisition of Snai which contributed an increase in revenue of 61%, (ii) a favorable change in foreign currency exchange rates which contributed revenue growth of 7%, (iii) revenue growth within our other brands, despite the prior period containing the Euros which accounted for 8% of stakes and (iv) an increase in structural revenue margin of 40 basis points offset by less favorable sporting results of 100 basis points period over period. iGaming revenue grew 70% period over period benefiting from (i) the acquisition of Snai which contributed an increase of 46%, (ii) continued momentum in our other brands in Italy and Turkey and (iii) favorable change in foreign currency exchange rates which contributed revenue growth of 3%. SEA Italian revenue grew by 67%, inclusive of Snai, and Turkey revenue grew by 87% period over period.
Asia Pacific (APAC) revenue was 4% higher period over period. Sportsbook revenue in Australia was 3% higher where a 6% decrease in amounts staked were partially offset by (i) a decrease in promotional spend due to optimized generosity and (ii) increased favorable sports results period over period. The increase in Sportsbook revenue was partially offset by unfavorable changes in foreign currency exchange rates which impacted revenue growth by 3%. iGaming growth in India of 24% primarily due to an increase in AMPs of 15% and improved monetization through pricing and bonus optimizations. The growth in India was impacted by unfavorable changes in foreign currency exchange rates which impacted revenue growth by 3%.
CEE revenue grew 8% primarily driven by iGaming growth of 13% due to (i) growth in Georgia and (ii) favorable change in foreign currency exchange rates which contributed revenue growth of 3%. The growth in iGaming was partially offset by a reduction in sportsbook revenue of 15%, primarily driven by the prior period containing the Euros which was partially offset by a favorable change in foreign currency exchange rates which contributed revenue growth of 4%.
Brazil revenue grew 144% period over period with NSX contributing 185% of revenue growth. The increase in revenue was partially offset by an unfavorable change in foreign currency exchange rates which contributed a revenue decline of 31%. Betfair Brazil revenue decreased period over period due to (i) adverse sports results and (ii) customer re-registration friction in the newly regulated market.
Other regions revenue was 7% lower driven by the impact of market exits and regulatory change offset by a favorable change in foreign currency exchange rates which contributed revenue growth of 2%.
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Adjusted EBITDA for International was $591 million for the three months ended June 30, 2025, a 13% increase from $523 million for the three months ended June 30, 2024, and Adjusted EBITDA margin decreased by 40 basis points to 24.7% for the three months ended June 30, 2025. The acquisitions of Snai and NSX contributed to the increase in Adjusted EBITDA by $33 million and the decrease in Adjusted EBITDA margin by 110 basis points.
The overall decrease in Adjusted EBITDA margin was primarily driven by an increase in cost of sales as a percentage of revenue of 320 basis points from 42.9% for the three months ended June 30, 2024, to 46.1% for the three months ended June 30, 2025, with the acquisitions of Snai and NSX contributing 170 basis points of the period over period increase. The remaining 150 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in taxes in CEE and Betfair Brazil. The increase in cost of sales as a percentage of revenue was partly offset by a reduction in sales and marketing expenses as a percentage of revenue of 150 basis points from 17.2% for the three months ended June 30, 2024 to 15.7% for the three months ended June 30, 2025 due to Euros related marketing expenses in the prior period which more than offset increased investment in Italy to support conversion of our retail customer base to online, and our growth plans in Turkey and Brazil.
Six months ended June 30, 2025 compared to six months ended June 30, 2024:
The following table presents our AMPs for the Group, by total Group and by product category for the interim periods indicated:
| Six months ended June 30, | |||||||||||
| AMPs (Amounts in thousands) | 2025 | 2024 | |||||||||
Total Group AMPs 1 | 15,429 | 14,033 | |||||||||
Group AMPs by Product Category 1 | |||||||||||
| Sportsbook | 8,695 | 8,326 | |||||||||
| iGaming | 7,634 | 6,511 | |||||||||
| Other | 1,895 | 1,756 | |||||||||
1.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 reflect 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.
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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:
| Six months ended June 30, | |||||||||||
| (Amounts in $ millions, except percentages) | 2025 | 2024 | |||||||||
| Revenue | $ | 7,852 | $ | 7,008 | |||||||
| Cost of Sales | (4,184) | (3,628) | |||||||||
| Gross profit | $ | 3,668 | $ | 3,380 | |||||||
| Technology, research and development expenses | (471) | (406) | |||||||||
| Sales and marketing expenses | (1,629) | (1,627) | |||||||||
| General and administrative expenses | (956) | (854) | |||||||||
| Operating profit | $ | 612 | $ | 493 | |||||||
| Other income (expense), net | 142 | (85) | |||||||||
| Interest expense, net | (195) | (220) | |||||||||
| Income before income taxes | $ | 559 | $ | 188 | |||||||
| Income tax expense | (187) | (68) | |||||||||
| Net income | $ | 372 | $ | 120 | |||||||
Net income margin 1 | 4.7 | % | 1.7 | % | |||||||
Adjusted EBITDA 2 | $ | 1,535 | $ | 1,252 | |||||||
Adjusted EBITDA margin 2 | 19.5 | % | 17.9 | % | |||||||
1.Net income margin is net income divided by revenue.
2.Adjusted EBITDA and Adjusted EBITDA margin are non-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.
Our revenue increased by 12%, to $7,852 million for the six months ended June 30, 2025, from $7,008 million for the six months ended June 30, 2024 and our AMPs increased 10% period over period to 15.4 million. This was primarily driven by the continued strong revenue growth of our U.S. segment, with revenue increasing by 18% period over period, due to scaling of our U.S. business and strong growth in existing states (pre-2024 states). Our revenue in the International segment increased by 8% period over period, driven by (i) our acquisitions of Snai and NSX which contributed revenue growth of 6% and (ii) strong momentum in iGaming within our other brands with revenue increasing 9% period over period, partially offset by a decrease in sportsbook revenue of 4% in our other brands due to a decrease in stakes of 4% driven by the prior period containing the Euros.
Cost of sales increased by 15%, to $4,184 million for the six months ended June 30, 2025, from $3,628 million for the six months ended June 30, 2024. Cost of sales as a percentage of revenue increased period over period from 52% for the six months ended June 30, 2024 to 53% for the six months ended June 30, 2025. Cost of sales as percentage of revenue in our U.S. segment decreased period over period by 120 basis points from 56.9% for the six months ended June 30, 2024 to 55.7% for the six months ended June 30, 2025 primarily driven by (i) the benefit of 150 basis points primarily from the year-over-year favorable impact of increased player incentive investment in North Carolina in the prior year and payment processing and other costs initiatives, partially offset by the impact of an increase in taxes in Illinois and (ii) the adverse impact of 30 basis points due to more unfavorable sports results in the current period when compared with the prior period. Cost of sales as a percentage of revenue increased in our International segment by 200 basis points with the acquisitions of Snai and NSX contributing 100 basis points of the period over period increase. The remaining 100 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in taxes in CEE and Betfair Brazil.
Technology, research and development expenses increased by 16%, to $471 million for the six months ended June 30, 2025 from $406 million for the six months ended June 30, 2024, primarily driven by (i) a $39 million increase in our U.S. segment primarily due to scaling of data storage and processing costs, (ii) $12 million of integration related expense primarily driven by the large-scale migration of Sky Betting & Gaming customers onto our shared UKI platform and migration of our Pokerstars Italy customers to our SEA platform in the current period compared to other smaller migrations and integrations in the prior period and (iii) $5 million due to the consolidation of Snai and NSX.
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Sales and marketing expenses increased by $2 million to $1,629 million for the six months ended June 30, 2025 compared to $1,627 million for the six months ended June 30, 2024. Sales and marketing expenses as a percentage of revenue was 21% for the six months ended June 30, 2025, a decrease of 200 basis points from 23% for the six months ended June 30, 2024. In our U.S. segment, sales and marketing expenses decreased by 12% period over period driven by heightened investment in the North Carolina launch in the prior year and a greater proportion of total marketing expenditure for fiscal year 2025 now expected to be incurred during second half of fiscal year 2025 compared to the prior period. As a percentage of revenue, sales and marketing expenses decreased by 580 basis points period over period due to sustained operating leverage. In our International segment, sales and marketing expenses increased by $10 million or 1% with the acquisitions of Snai and NSX contributing a $37 million or 5% of the increase. As a percentage of revenue sales and marketing expenses decreased by 100 basis points to 16.6% for the six months ended June 30, 2025 due to Euros related marketing expenses in the prior period which more than offset increased investment in Italy to support conversion of our retail customer base to online, and our growth plans in Turkey and Brazil. The decreases in our segment sales and marketing expenses as a percentage of revenue was offset by an increase of 50 basis points due to acceleration of amortization resulting from a change in estimated useful lives and amortization of acquired intangible assets from the Snai and NSX acquisitions.
General and administrative expenses increased by 12%, to $956 million for the six months ended June 30, 2025, from $854 million for the six months ended June 30, 2024. The increase was primarily as a result of (i) increased transaction fees and integration costs of $30 million which was primarily driven by (a) business process re-engineering cost and cost associated to our anticipated migration to a new enterprise resource planning system and (b) the acquisitions of Snai and NSX, (ii) an increase in share based compensation expenses of $19 million due to an increase in stock price, timing of grants and number of grants awarded period over period, (iii) an increase of $13 million due to the consolidation of Snai and NSX and (iv) an increase in other labor cost due to greater investment in the Group’s workforce.
Operating profit increased by $119 million to $612 million for the six months ended June 30, 2025, from $493 million for the six months ended June 30, 2024, as a result of the factors above.
Other income (expense), net increased by $227 million, to a $142 million income for the six months ended June 30, 2025, from a $85 million expense for the six months ended June 30, 2024. This increase was primarily driven by (i) a movement in the fair value change on the Fox Option liability of $216 million to a gain of $124 million for the six months ended June 30, 2025 from a loss of $93 million for the six months ended June 30, 2024; and (ii) the impact of foreign exchange gain (loss) which was a gain of $33 million for the six months ended June 30, 2025 compared to a loss of $11 million for the six months ended June 30, 2024, partially offset by (i) a decrease in fair value gain on derivative instruments of $22 million period over period and (ii) an increase in loss on settlement of debt of $9 million primarily driven by the settlement of the bridge facility during the six months ended June 30, 2025.
Interest expense, net decreased by $25 million, to $195 million for the six months ended June 30, 2025, from $220 million for the six months ended June 30, 2024, primarily due to a $59 million decrease in Term Loan and Revolving Credit Facility interest expense as a result of falling interest rates, a reduced margin on the Term Loan B resulting from a repricing, lower average drawings on the Revolving Credit Facility and repayment of the EUR TLB in 2024 partially offset by (i) a $22 million increase in interest expense arising from the Bridge Credit Agreement dated April 29, 2025 and, the Senior Secured Notes due 2032 and the USD First Lien Term Loan B due 2032 which were issued on June 4, 2025 and (ii) additional interest expense of $20 million on our Senior Secured Notes issued in April 2024 arising from an extra four months of interest being charged in fiscal year 2025.
Income tax expense increased by $119 million, to a $187 million income tax expense for the six months ended June 30, 2025, from a $68 million income tax expense for the six months ended June 30, 2024. The movement is primarily due to (i) the $50 million tax benefit in fiscal year 2024 related to utilization of U.S. federal deferred tax assets, (ii) $28 million of income tax expense resulting from the reorganization of our Betfair Brazil business in fiscal year 2025, and (iii) the income tax impact of loss-making jurisdictions, for which no benefit can be recognized, and return-to-provision adjustments.
Net income increased by $252 million to $372 million for the six months ended June 30, 2025, from $120 million for the six months ended June 30, 2024 and net income margin increased to 4.7% from 1.7% for the six months ended June 30, 2024, as a result of the factors above.
Adjusted EBITDA increased by 23%, to $1,535 million for the six months ended June 30, 2025, from $1,252 million for the six months ended June 30, 2024. Adjusted EBITDA margin increased by 160 basis points from 17.9% to 19.5% reflecting the revenue performance and expenses trend outlined above.
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Operational and Financial Metrics by Segment
U.S.
The following table presents a summary of our operational metrics for the U.S. segment for the interim periods indicated.
| Six months ended June 30, | |||||||||||
| AMPs (Amounts in thousands) | 2025 | 2024 | |||||||||
Total U.S. AMPs 1 | 3,915 | 3,682 | |||||||||
U.S. AMPs by Product Category 1 | |||||||||||
| Sportsbook | 3,164 | 3,071 | |||||||||
| iGaming | 946 | 730 | |||||||||
| Other | 486 | 511 | |||||||||
Stakes (amounts in $ millions) | $ | 26,305 | $ | 24,460 | |||||||
| Sportsbook net revenue margin | 8.9 | % | 8.5 | % | |||||||
1.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 reflect 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.
The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the U.S. segment for the interim periods indicated.
| Six months ended June 30, | |||||||||||
| (Amounts in $ millions, except percentages) | 2025 | 2024 | |||||||||
| U.S. | |||||||||||
| Sportsbook | $ | 2,353 | $ | 2,085 | |||||||
| iGaming | 979 | 715 | |||||||||
| Other | 125 | 137 | |||||||||
| Total U.S. revenue | $ | 3,457 | $ | 2,937 | |||||||
| Adjusted EBITDA | $ | 561 | $ | 286 | |||||||
| Adjusted EBITDA margin | 16.2 | % | 9.7 | % | |||||||
Total revenue for our U.S. segment increased by 18% to $3,457 million for the six months ended June 30, 2025, from $2,937 million for the six months ended June 30, 2024, reflecting AMPs growth of 6%.
Sportsbook revenue increased by 13%, driven by increased stakes of 8% to $26,305 million and improvement in net revenue margin. The increase in handle was driven by an increase in player frequency, scaling of our U.S. business and strong growth in pre-2024 states.
Sportsbook net revenue margin increased by 40 basis points to 8.9% for the six months ended June 30, 2025 compared to 8.5% for the six months ended June 30, 2024. This reflected (i) continued expansion of our expected sportsbook net revenue margin by 70 basis points to 13.6%, driven by our market leading pricing and risk capabilities and increase in Same Game parlay penetration and (ii) a decrease in player incentive spend of 30 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 partially offset by unfavorable sports results primarily relating to the “March Madness” NCAA college basketball tournament during the six months ended June 30, 2025. There was a 50 basis points adverse impact from unfavorable sports results compared with the prior period (sports results for the six months ended June 30, 2025: 70 basis points unfavorable; for the six months ended June 30, 2024: 20 basis points unfavorable).
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iGaming revenue for the six months ended June 30, 2025 increased by 37% driven by an increase in AMPs of 30% period over period to 0.9 million for the six months ended June 30, 2025 as compared to 0.7 million for the six months ended June 30, 2024, driven by the launch of site-wide jackpots and the roll out of new titles to the platform.
Other revenue for the six months ended June 30, 2025 decreased by 9% period over 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.
Adjusted EBITDA for the U.S. was $561 million for the six months ended June 30, 2025, a $275 million increase compared to $286 million for the six months ended June 30, 2024. Adjusted EBITDA margin increased to 16.2% for the six months ended June 30, 2025 from 9.7% for the six months ended June 30, 2024. The improvements in Adjusted EBITDA margin were driven by (i) an increase in revenue of $520 million as a result of the factors above; (ii) a reduction in cost of sales as a percentage of revenue of 120 basis points from 56.9% for the six months ended June 30, 2024 to 55.7% for the six months ended June 30, 2025 primarily driven by (a) the benefit of 150 basis points primarily from the year-over-year favorable impact of increased player incentive investment in North Carolina in the prior year and payment processing and other costs initiatives, partially offset by the impact of an increase in taxes in Illinois and (b) the adverse impact of 30 basis points due to more unfavorable sports results in the current period when compared with the prior period and (iii) a reduction in sales and marketing expenses as a percentage of revenue of 580 basis points from 23.0% for the six months ended June 30, 2024 to 17.2% for the six months ended June 30, 2025 due to (a) investment in North Carolina in the prior period, (b) sustained operating leverage and (c) a greater proportion of total marketing expenditure for fiscal year 2025 now expected to be incurred during second half of fiscal year 2025 compared to the prior period.
International
The following table presents a summary of our operational metrics for the International segment for the interim periods indicated.
| Six months ended June 30, | |||||||||||
| AMPs (Amounts in thousands) | 2025 | 2024 | |||||||||
Total International AMPs 1 | 11,514 | 10,351 | |||||||||
International AMPs by Product Category 1 | |||||||||||
| Sportsbook | 5,531 | 5,256 | |||||||||
| iGaming | 6,688 | 5,780 | |||||||||
| Other | 1,409 | 1,245 | |||||||||
Stakes (amounts in $ millions) | $ | 14,882 | $ | 14,798 | |||||||
| Sportsbook net revenue margin | 12.9 | % | 12.8 | % | |||||||
1.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 reflect 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.
The following table presents our revenue, Adjusted EBITDA and Adjusted EBITDA margin for the International segment for the interim periods indicated.
| Six months ended June 30, | |||||||||||
| (Amounts in $ millions, except percentages) | 2025 | 2024 | |||||||||
| International | |||||||||||
| Sportsbook | $ | 1,921 | $ | 1,897 | |||||||
| iGaming | 2,318 | 2,003 | |||||||||
| Other | 156 | 171 | |||||||||
| Total International revenue | $ | 4,395 | $ | 4,071 | |||||||
| Adjusted EBITDA | $ | 1,109 | $ | 1,047 | |||||||
| Adjusted EBITDA margin | 25.2 | % | 25.7 | % | |||||||
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The following tables present the International segment disaggregated revenue:
| Six months ended June 30, | |||||||||||
| ($ in millions) | 2025 | 2024 | |||||||||
UKI 1 | $ | 1,818 | $ | 1,789 | |||||||
Southern Europe and Africa 2 | 1,105 | 784 | |||||||||
Asia Pacific 3 | 715 | 743 | |||||||||
Central and Eastern Europe 4 | 278 | 250 | |||||||||
Brazil 5 | 53 | 34 | |||||||||
Other regions 6 | 426 | 471 | |||||||||
| Total International segment revenue | $ | 4,395 | $ | 4,071 | |||||||
1.UKI represents Sky Bet, Paddy Power and Betfair UK and Ireland operations as well as the tombola brand.
2.Southern Europe and Africa comprises the Italian operations of our Sisal, Snai (effective from acquisition date) and PokerStars brands as well as Sisal’s business in Turkey and Morocco.
3.Asia Pacific includes our Sportsbet business in Australia and Junglee in India.
4.Central and Eastern Europe comprises Adjarabet in Georgia and Armenia together with MaxBet in Serbia, Bosnia Herzegovina, North Macedonia and Montenegro.
5.Brazil reflects our Betfair and Betnacional (effective from acquisition date) operations in the region.
6.Other regions is comprised of PokerStars’ non-Italian operations and Betfair’s non-Brazilian business.
Total revenue for our International segment increased by 8% to $4,395 million for the six months ended June 30, 2025 from $4,071 million for the six months ended June 30, 2024, in addition to an 11% increase in AMPs. The increase of revenue was partially driven by the acquisitions of Snai and NSX, which contributed to an increase in revenue of 6%.
Sportsbook revenue increased by 1% to $1,921 million for the six months ended June 30, 2025 from $1,897 million for the six months ended June 30, 2024, with the acquisitions of Snai and NSX contributing an increase in revenue of 5%. Sportsbook stakes grew 1% period over period with Snai and NSX contributing 5% of the period over period growth offsetting the impact of the Euros in the prior period.
Sportsbook net revenue margin expanded by 10 basis points period over period to 12.9% driven by (i) structural revenue margin improvement of 50 basis points to 16.6% driven by our market-leading pricing and risk management capabilities along with increased Parlay product penetration across our largest sports businesses in UKI and Australia and (ii) a decrease of 10 basis points in customer generosity period over period. These increases were partially offset by less favorable sport results of 50 basis points period over period (six months ended June 30, 2025: 20 basis points favorable impact; six months ended June 30, 2024: 70 basis points favorable impact).
iGaming revenue increased by 16% to $2,318 million for the six months ended June 30, 2025 from $2,003 million for the six months ended June 30, 2024, with the acquisitions of Snai and NSX contributing revenue growth of 7%. Additionally, revenue growth was driven by strong performance in our other brands within SEA, continued momentum in India and double-digit growth in UKI in spite of implementing restrictions on customer play in line with the UK Gambling Act Review requirements.
Other revenue for the six months ended June 30, 2025 decreased by 9% driven by the lower commission from Betfair Exchange.
On a regional basis:
UKI revenue grew 2% period over period. UKI sportsbook revenue was down 7% driven by (i) lower handle of 5% due to the Euros during the prior period and a decrease in horse racing handle outside of major festivals, including Cheltenham, (ii) a decrease in favorable sports results of 70 basis points period over period and (iii) an increase in customer generosity of 70 basis points partly offset by continued expansion in structural revenue margin of 100 basis points driven by ongoing investment in sports products, including Super Sub, to offer even more markets, helping drive increased parlay penetration. The decrease in sportsbook revenue was partially offset by a favorable change in foreign currency exchange rates which contributed revenue growth of 2%. UKI iGaming grew 13% year-over-year driven by (i) continued product enhancements and generosity optimization, offsetting the impact of the Gambling Act Review which led to player restrictions implemented during the quarter and (ii) favorable change in foreign currency exchange rates which contributed revenue growth of 3%.
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SEA revenue grew by 41% period over period. The acquisition of Snai contributed to revenue growth of 26%. Sportsbook revenue for the region grew 47%, driven by (i) the acquisition of Snai which contributed growth of 33%, (ii) a favorable change in foreign currency exchange rates which contributed revenue growth of 2% (iii) revenue growth within our other brands in the region, despite the prior period containing the Euros and (iv) a favorable change in sports results of 120 basis points period over period (six months ended June 30, 2025: 90 basis points favorable impact; six months ended June 30, 2024: 30 basis points unfavorable impact). iGaming revenue grew 38% period over period due to (i) the acquisition of Snai which contributed revenue growth of 22%, (ii) continued momentum in our other brands in Italy and Turkey and (iii) improved content. The increase in iGaming revenue was partially offset by an unfavorable change in foreign currency exchange rates which contributed a revenue decline of 2%. SEA Italian revenue grew by 38%, inclusive of Snai, and Turkey revenue growing 72% period over period.
APAC revenue was 4% lower driven by 7% lower sportsbook revenues in Australia due to (i) a decrease in amounts staked of 7% resulting from the previously highlighted horse racing market softness and (ii) less favorable sports results period over period which were partially offset by a decrease in customer incentive spend due to optimized generosity. The decrease in sportsbook revenue was also impacted by an unfavorable change in foreign currency exchange rates which contributed a revenue decline of 3%. The decrease in sportsbook revenue was partially offset by strong iGaming growth in India of 32%, which was also impacted by an unfavorable change in foreign currency exchange rates which impacted revenue growth by 6%.
CEE revenue grew 11% primarily driven by sportsbook growth of 9%, inclusive of the impact of a favorable change in foreign currency exchange rates which contributed to sportsbook revenue growth of 2% and iGaming growth of 12%.
Brazil revenue grew 56% period over period with NSX contributing revenue growth of 100%. The increase in revenue was offset by an unfavorable change in foreign currency exchange rates which contributed a revenue decline of 21%. Betfair Brazil revenue decreased period over period due to (i) adverse sports results and (ii) customer re-registration friction in the newly regulated market.
Other regions revenue was 10% lower driven by the impact of market exits and regulatory change.
Adjusted EBITDA for International was $1,109 million for the six months ended June 30, 2025, a 6% increase from $1,047 million for the six months ended June 30, 2024, and Adjusted EBITDA margin decreased by 50 basis points to 25.2% for the six months ended June 30, 2025. The acquisitions of Snai and NSX contributed to the increase in Adjusted EBITDA by $33 million and the decrease in Adjusted EBITDA margin by 70 basis points.
The overall decrease in Adjusted EBITDA margin was primarily driven by an increase in cost of sales as a percentage of revenue of 200 basis points from 43.1% for the six months ended June 30, 2024, to 45.1% for the six months ended June 30, 2025, with the acquisitions of Snai and NSX contributing 100 basis points of the period over period increase. The remaining 100 basis points of the increase was primarily driven by (i) a continued shift in revenue mix in favor of iGaming which incurs higher third-party costs than sportsbook and (ii) an increase in taxes in CEE and Betfair Brazil. The increase in cost of sales as a percentage of revenue was partially offset by a reduction in sales and marketing expenses as a percentage of revenue of 100 basis points from 16.6% for the six months ended June 30, 2024 to 15.6% for the six months ended June 30, 2025 due to Euros related marketing expenses in the prior period, which more than offset increased investment in Italy to support conversion of our retail customer base to online, and our growth plans in Turkey and Brazil.
Supplemental Disclosure of Non-GAAP Measures
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; 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.
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.
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These non-GAAP measures are presented solely as supplemental disclosures to reported GAAP measures because we believe that this non-GAAP supplemental information will be helpful in understanding our ongoing operating results and these measures are widely used by analysts, lenders, financial institutions, and investors as measures of performance. Management has historically used Adjusted EBITDA and Adjusted EBITDA Margin when evaluating operating performance because we believe that they provide additional perspective on the financial performance of our core business.
In presenting Adjusted EBITDA and Adjusted EBITDA Margin, the Group excludes certain items as explained below:
•Transaction fees and associated costs and restructuring and integration costs, which include charges for discrete projects or transactions that significantly change our operations, are excluded because they are not part of the ongoing operations of our business, which includes normal levels of reinvestment in the business.
•Legal settlements and gaming tax disputes, which include charges for specific investigations and litigation, are excluded due to the difficulty in predicting their timing and scope and because they are considered by management to be outside the normal course of business.
•Other (expense) income, net is excluded because it is not indicative of our core operating performance.
•Impairment of property and equipment and intangible assets, which may arise from time to time that would impact comparability. We do not consider impairment when evaluating the Company’s performance, when making decisions regarding the allocation of resources, in determining incentive compensation, or in determining earnings estimates.
•Share-based compensation expense is excluded as this could vary widely among companies due to different plans in place resulting in companies using share-based compensation awards differently, both in type and quantity of awards granted.
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.
Adjusted EBITDA and Adjusted EBITDA Margin have further limitations as an analytical tool. Some of these limitations are:
•they do not reflect the Group’s cash expenditures or future requirements for capital expenditure or contractual commitments;
•they do not reflect changes in, or cash requirements for, the Group’s working capital needs;
•they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on the Group’s debt;
•they do not reflect shared-based compensation expense, which is primarily a non-cash charge that is part of our employee compensation;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA do not reflect any cash requirements for such replacements;
•they are not adjusted for all non-cash income or expense items that are reflected in the Group’s statements of cash flows; and
•the further adjustments made in calculating Adjusted EBITDA are those that management consider not to be representative of the underlying operations of the Group and therefore are subjective in nature.
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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:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (Amounts in $ millions, except percentages) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income | 37 | 297 | 372 | 120 | |||||||||||||||||||
| Add back: | |||||||||||||||||||||||
| Income taxes | 168 | 53 | 187 | 68 | |||||||||||||||||||
| Other income (expense), net | 74 | (89) | (142) | 85 | |||||||||||||||||||
| Interest expense, net | 110 | 108 | 195 | 220 | |||||||||||||||||||
| Depreciation and amortization | 369 | 272 | 663 | 569 | |||||||||||||||||||
| Share-based compensation expense | 72 | 59 | 129 | 100 | |||||||||||||||||||
Transaction fees and associated costs 1 | 19 | 16 | 20 | 45 | |||||||||||||||||||
Restructuring and integration costs 2 | 70 | 22 | 111 | 45 | |||||||||||||||||||
| Adjusted EBITDA | $ | 919 | $ | 738 | $ | 1,535 | $ | 1,252 | |||||||||||||||
| Revenue | $ | 4,187 | $ | 3,611 | $ | 7,852 | $ | 7,008 | |||||||||||||||
| Adjusted EBITDA Margin | 21.9 | % | 20.4 | % | 19.5 | % | 17.9 | % | |||||||||||||||
1.During the three and six months ended June 30, 2025, transaction costs of $19 million and $20 million, respectively, relate to the Snai and NSX acquisitions. During the three and six months ended June 30, 2024, advisory fees of $16 million and $45 million, respectively, primarily relate to implementation of internal controls, information system changes and other strategic advisory related to the change in the primary listing of the Group.
2.During the three and six months ended June 30, 2025, costs of $70 million and $111 million, respectively, (three and six months ended June 30, 2024: $22 million and $45 million, respectively) primarily relate to various restructuring, acquisition integration 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.
Liquidity and Capital Resources
Overview
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 June 30, 2025, we had $1,691 million of cash and cash equivalents available for corporate use.
In June 2025, we issued and sold senior secured notes in the aggregate principal amount as listed below:
•$1,000 million USD-denominated 5.875% senior secured notes,
•€550 million EUR-denominated 4.000% senior secured notes, and
•£450 million GBP-denominated 6.125% senior secured notes
The Notes were issued at 100% of their par value with interest payable semi-annually in arrears.
Concurrently, the Group entered into a Third Incremental Assumption Agreement, amending its existing Credit Agreement dated November 24, 2023. This amendment provided for an additional $750 million of Term Loan B borrowings (the “Third Incremental Term B Loans”), which:
•mature on June 4, 2032;
•bear interest, at the Borrower’s option, at either (i) Adjusted Term SOFR + 2.00% (subject to a 0.50% floor) or (ii) ABR + 1.00% (subject to a 1.00% ABR floor); and
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•require quarterly amortization of 0.25% of the original principal amount, with the remaining balance due at maturity.
The aggregate net proceeds from the issuance of the Notes and the Third Incremental Term B Loans were used to (i) repay in full all outstanding amounts under the Bridge Credit Agreement dated April 29, 2025 (which financed the acquisition of Snai), (ii) fund general corporate purposes, and (iii) pay related transaction costs.
On July 10, 2025, the Group entered into a definitive bridge credit agreement (the “Bridge Credit Agreement”) with certain banks to obtain binding commitments in respect of a senior secured first lien term loan comprising an aggregate principal of $1.75 billion (the “Facility”). The Group drew down the Facility on July 30, 2025 to fund the Boyd Transaction. The Facility bears interest at a per annum rate equal to Term SOFR plus an applicable margin equal to 1.25%, which shall be subject to certain step-ups over the term of the Facility. The other terms of the Bridge Credit Agreement are substantially similar to the terms of the Term Loan A, Term Loan B and Revolving Credit Facility Agreement dated as of November 24, 2023 (and as amended from time to time).
On July 10, 2025, the Company and certain of its subsidiaries entered into a Commitment Letter (the “Commitment Letter”) with certain banks for an incremental commitment of $50 million, which when implemented shall increase the size of the Revolving Credit Facility to £1.1 billion.
On July 24, 2025, the Group announced the pricing of an offering (the “Offering”) of $625 million aggregate principal amount of 5.875% senior secured notes due 2031 issued at par, €300 million aggregate principal amount of 4.000% senior secured notes due 2031 issued at par, and £250 million aggregate principal amount of 6.125% senior secured notes due 2031 issued at 100.125% (collectively, the “Notes”) by its subsidiary Flutter Treasury DAC (the “Issuer”). The Notes will constitute a further issuance of the Notes issued in June 2025 mentioned above. The Offering is subject to customary closing conditions, and settlement is expected to occur on or around August 7, 2025. Concurrently, the Group also announced that it has priced its new U.S. dollar-denominated term loan B facility (the “Fourth Incremental TLB Facility”). The proceeds from the Offering and the Fourth Incremental TLB Facility are expected to be utilized to repay the Facility.
Long-term Debt
As of June 30, 2025, we had an aggregate principal amount of long-term debt of $10 billion, with $47 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 June 30, 2025, our total interest obligation on long-term debt totaled $533 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.
Leases
We have lease arrangements primarily for offices, retail stores and data centers. As of June 30, 2025, the Group had operating lease obligations of $608 million with $122 million payable within 12 months.
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Share Repurchase Programs
On September 25, 2024, our Board authorized a share repurchase program (the “2024 Share Repurchase Program”) of up to $5 billion of our ordinary shares. While the authorization does not have a stated expiration date, we expect the 2024 Share Repurchase Program to be deployed over the next three to four years. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price, economic and market conditions and our capital requirements. We may from time to time in the future repurchase shares on the open market on a case by case basis or on a non-discretionary basis pursuant to a plan or in any other manner designed to comply with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, through block trades, in privately negotiated transactions, by effecting a tender offer, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing. As of June 30, 2025 Flutter has repurchased 2,585,695 ordinary shares under the 2024 Share Repurchase Program for a total of $650 million.
Other Purchase Obligations
As of June 30, 2025, material cash requirements from known contractual and other obligations relating to sponsorship, marketing, media and other agreements totaled $5,462 million, which includes capital expenditure commitments contracted for but not yet incurred of $28 million. Contractual and other obligations payable in the remainder of fiscal 2025 are $1,040 million.
Cash Flow Information
The following table summarizes our condensed consolidated cash flow information for the periods presented:
| Six months ended June 30, | |||||||||||
| ($ in millions) | 2025 | 2024 | |||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | 547 | $ | 660 | |||||||
| Investing activities | $ | (2,965) | $ | (436) | |||||||
| Financing activities | $ | 2,262 | $ | (230) | |||||||
Six months ended June 30, 2025 compared to six months ended June 30, 2024:
Operating Activities
Net cash provided by operating activities for the six months ended June 30, 2025, decreased by $113 million, or 17%, to $547 million compared to $660 million cash provided by operating activities for the six months ended June 30, 2024.
The movement in our cash flows from operating activities was driven primarily by a cash outflow in player deposit liabilities of $396 million due to timing of sports events and a cash outflow of $134 million in other liabilities due to payment of retention bonus relating to the Singular acquisition, increase in bonus payouts, timing of invoicing related to accruals and timing of payments relating to betting duty in the six months ended June 30, 2025, partially offset by an improvement in our operating profit, a cash inflow of $115 million due to sale of available for sale player deposit investments and a cash inflow in accounts payable of $40 million due to an increase in the time lag between receipt of invoices and payments.
Investing Activities
Net cash used in investing activities increased by $2,529 million, or 580%, for the six months ended June 30, 2025, to $2,965 million compared to $436 million for the six months ended June 30, 2024. The increase was primarily driven by the completion of the acquisitions of Snai and NSX during the second quarter of fiscal 2025.
Financing Activities
For the six months ended June 30, 2025, net cash provided by financing activities increased by $2,492 million, or 1,083%, to $2,262 million compared to net cash used in financing activities of $230 million for the six months ended June 30, 2024.
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The increase was primarily driven by net proceeds of $6,004 million received from the issuance of the Bridge Credit Agreement in April 2025 and the Notes and the Third Incremental Term B Loans in June 2025, partially offset by the subsequent repayment of the $3,140 million Bridge Credit Agreement in June 2025 and the repurchase of $583 million ordinary shares in the six months ended June 30, 2025.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Our discussion and analysis of the financial condition and results of operations are based on these unaudited condensed consolidated financial statements. The preparation of these unaudited condensed consolidated financial statements requires the application of accounting policies in addition to certain estimates and judgments by our management. Our estimates and judgments are based on currently available information, historical results and other assumptions we believe are reasonable. Actual results could differ materially from these estimates.
Fox Option liability
During the six months ended June 30, 2025, there were no changes to the fair value measurement approach for the Fox Option liability as discussed in the 2024 Annual Report. For the input of subjective assumptions used in the option pricing model, please see Note 16 “Fair Value Measurements” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.
Changes in assumptions, each in isolation, may change the fair value of the Fox Option liability. Generally, a decrease in the equity value of the investor units, volatility and the probability of FOX getting licensed and an increase in DLOM and DLOC may result in a decrease in the fair value of the Fox Option liability. Due to the inherent uncertainty of determining the fair value of the Fox Option liability, the fair value of the Fox Option liability may fluctuate from period to period.
Additionally, the fair value of the Fox Option liability may differ significantly from the value that would have been used had a readily available market existed for FanDuel. In addition, changes in the market environment and other events that may occur over the life of the Fox Option may cause the losses ultimately realized on the Fox Option to be different than the unrealized losses reflected in the valuations currently assigned. The range in fair value as of June 30, 2025, is $156 million to $2,303 million, assuming a 10% increase/decrease in the equity value of the investor units and using the upper and lower end of the ranges of volatility, DLOC and DLOM, as disclosed in Note 16 “Fair Value Measurements” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.
Allocation of goodwill to reporting units and goodwill impairment testing
The Group assessed its reporting units following the reorganization of its reporting structure within the International segment. Among the five reporting units identified during the first quarter of 2025 and the new Brazil reporting unit identified during the second quarter of 2025, Sportsbet was the previously identified Australia reporting unit and Sky Bet, Paddy Power, Betfair and tombola formed the legacy UKI reporting unit, both of which had pre-existing goodwill.
The Group was required to allocate goodwill in the previous International reporting unit to the newly identified reporting units based on their relative fair values.
The Group estimated the respective fair values of these reporting units based on a discounted cash flow model under the income approach, which utilized various inputs and assumptions, including projected operating results, growth rates and capital expenditures from the Group's projection process, applicable tax rates, estimated depreciation and amortization, changes in working capital, and terminal growth rates applied to projected operating results in the terminal period, and a weighted-average cost of capital rate. The comparable market multiples and the Company's market capitalization were also utilized to corroborate the results of the discounted cash flow models under the income approach.
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The fair values of these new reporting units were also used in the quantitative goodwill impairment testing immediately after the change by comparing each reporting unit’s fair value with the carrying value. Based on the analysis performed, the Group determined there was no impairment of goodwill for any of its reporting units following the change in reporting structure within the International segment. A reasonably possible change of plus (minus) 50 basis points in the weighted-average cost of capital rate and terminal growth rate, with other assumptions held constant, would not result in an impairment of any of these reporting units.
Litigation and Claims
We are regularly involved as plaintiffs or defendants in claims and litigation related to our past and current business operations. We establish an accrued liability for legal claims and indemnification claims when we determine that a loss is both probable and the amount of the loss can be reasonably estimated. Our estimates are based on all known facts at the time and our assessment of the ultimate outcome. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. The estimates require significant judgment, given the varying stages of the proceedings, the numerous yet-unresolved issues in many of the claims and the uncertainty of the various potential outcomes of such claims. We vigorously defend ourselves against what we believe are improper claims, including those asserted in litigation. Due to the unpredictable nature of litigation, there can be no assurance that our accruals will be sufficient to cover the extent of our potential exposure to losses. Any fees, expenses, fines, penalties, judgments or settlements which might be incurred by us in connection with the various proceedings could affect our results of operations and financial condition. Please see Note 17 “Commitments and Contingencies” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.
Valuation of Assets and Liabilities Acquired in a Business Combination
The accounting for a business combination requires the excess of the purchase price for an acquisition over the net book value of assets acquired to be allocated to identifiable assets, including intangible assets. Valuations are performed by independent valuation specialists under management’s supervision. We use various recognized valuation methods including present value modelling.
Significant estimates and assumptions that we must make in estimating the fair value of acquired trademarks and customer relationships include future cash flows that we expect to generate from the acquired assets, including expected revenue growth rates, estimated royalty rates, customer attrition rates and discount rates.
The fair value of the acquired trade name is generally estimated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the trade name. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the trade name to estimate the royalty savings. The fair value of customer relationships is estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as trade name, technology and working capital that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. Please see Note 12 “Business Combinations” to the unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report.
We believe that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that a marketplace participant would use. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk
There have been no significant changes in our exposure to market risk during the six months ended June 30, 2025. Refer to Part II, “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the 2024 Annual Report.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of June 30, 2025. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2025 due to the material weaknesses in our internal control over financial reporting as previously identified in our 2024 Annual Report that were not remediated as of June 30, 2025.
In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the unaudited condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP.
Remediation of Material Weaknesses
We continue to implement our remediation plans that address the material weaknesses in our internal controls over financial reporting as previously discussed in Part II, Item 9A of our 2024 Annual Report. The remaining remediation work involves (i) assessing the risk of fraud with respect to financial reporting, and combining this with our other risk assessment processes; (ii) designing and implementing enhanced business processes and controls and ensuring these operate effectively; and (iii) enhancing our IT processes and controls across the remaining applications for which deficiencies have been identified, particularly in relation to the general IT controls around user access management and change management where operating effectiveness needs to be demonstrated over a sustained period. The implementation of our remediation measures will require validation and testing of the design and operating effectiveness of internal controls over a sustained period. We will not consider the material weaknesses remediated until our enhanced controls are operational for a sufficient period of time and tested, enabling management to conclude that the enhanced controls are operating effectively. In addition, we cannot ensure that the measures taken by us to date, and actions that we may take in the future, will be sufficient to remediate these deficiencies or that they will prevent or avoid potential future deficiencies.
Changes in Internal Control over Financial Reporting
We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting, as described above. Except as otherwise described herein, there were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
Item 1. Legal Proceedings
We are, and from time to time may become, subject to litigation and various legal proceedings, including litigation and proceedings related to competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, advertising practices, labor and employment, commercial disputes and services, as well as shareholder derivative suits, class action lawsuits, actions from former employees, suits involving governmental authorities and other matters, that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or operations. Please see Note 17 “Commitments and Contingencies” to our unaudited condensed consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our 2024 Annual Report.
The risks described in our 2024 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about acquisitions of Flutter’s ordinary shares by Flutter during the second quarter of fiscal 2025:
| Period | Total Number of Shares Purchased (1) | Weighted Average Price Paid Per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (1) | |||||||||||||||||||
| April 1, 2025 to April 30, 2025 | 647,781 | 214.88 | 647,781 | $ | 4,510,797,010 | ||||||||||||||||||
| May 1, 2025 to May 31,2025 | 44,937 | 241.55 | 44,937 | $ | 4,499,942,462 | ||||||||||||||||||
| June 1, 2025 to June 30, 2025 | 557,232 | 269.17 | 557,232 | $ | 4,349,985,176 | ||||||||||||||||||
| Total | 1,249,950 | 240.04 | 1,249,950 | ||||||||||||||||||||
(1) On September 25,2024, our Board authorized the 2024 Share Repurchase Program of up to $5 billion of our ordinary shares. The 2024 Share Repurchase Program does not have a fixed expiration date.
(2) Average price per share excludes any excise tax.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
During the three months ended June 30, 2025, neither the Company nor any of its directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule10b5-1 trading arrangement
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Item 6. Exhibits
Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 4.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
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| 101.1 | The following information from Flutter Entertainment plc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024; (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024; (iii) Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity and Redeemable Non-Controlling Interests for the three and six months ended June 30, 2025 and 2024; (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024; and (v) Notes to the Unaudited Condensed Consolidated Financial Statements.* | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101.1). | |||||||
*Filed herewith.
† Management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Flutter Entertainment plc | |||||||||||
| (Registrant) | |||||||||||
Date: August 7, 2025 | By: | /s/ Peter Jackson | |||||||||
| Name: | Peter Jackson | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
| (Principal Executive Officer) | |||||||||||
Date: August 7, 2025 | By: | /s/ Rob Coldrake | |||||||||
| Name: | Rob Coldrake | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
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