UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 26, 2024

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

Registrant’s Telephone Number, Including Area Code: +353 (87) 223 2455

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

On March 26, 2024, Flutter Entertainment plc (the “Company”) issued a press release announcing the Company’s financial results for the full year ended December 31, 2023, and the availability of the Company’s full year 2023 financial supplement on the Company’s website. The press release and the financial supplement are furnished as Exhibits 99.1 and 99.2 to this Form 8-K and are incorporated herein by reference.

(d) Exhibits

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 hereunto duly authorized.

Exhibit 99.1

Announces Fiscal Year 2023 earnings: 

March 26, 2024: Flutter Entertainment (LSE:FLTR; NYSE:FLUT), the world’s leading online sports betting and iGaming operator, today announced results for fiscal year ended December 31, 2023. Guidance for fiscal year ending 31 December 2024 introduced, with Group revenue growth of 17.5% at the midpoint.

2023 financial overview

2024 trading to date

2024 Outlook

Peter Jackson CEO commented:

“Flutter delivered a strong 2023 performance as we continued to deliver on our strategy. This was underpinned by a localized approach to technology and product coupled with the unique scale advantages of the Flutter Edge. As anticipated, our number one position in the US has transformed the Group’s earnings profile during 2023 as FanDuel delivered a positive US full year Adjusted EBITDA for the first time. Outside of the US we made excellent progress integrating Sisal into our International business, a business which is a great example of our “local hero” strategy at work, and took market share in UKI. We also made further progress on our sustainability strategy with an increase in Play Well safer gambling tool usage, investment of over $100m in our global safer gambling initiatives including key marketing campaigns in the US with our FanDuel ambassadors to promote responsible play during the year.

I was proud to see Flutter shares trading for the first time on the NYSE on January 29, 2024 and we have been encouraged by the increased focus from new US investors as a result of our US listing. We are working towards a shareholder vote on May 1, 2024 to approve our primary listing move to NYSE.

The year has started well with very good momentum continuing into Q1. Record Super Bowl engagement contributed to US revenue growth of 55.6% for the period from January 1, 2024 to March 17, 2024. We also launched in North Carolina where we have been really pleased with performance to date. Outside of the US, revenue grew 6.3% as the market driven decline in Australia was more than offset by the growth of our UKI and other International businesses. We believe that our strategy and competitive advantages position us well to continue to grow the business through both organic and inorganic opportunities.”

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FY 23 Operating Review:

US:

FanDuel had another excellent year as we consolidated our position as America’s number one online sportsbook, with NGR market share of 53.4% (GGR share 43.2%) for Q4 2023⁵, while our iGaming strategy is delivering substantial market share gains, achieving 25.7% share in Q4 2023. As of the end of January 2024, FanDuel is the number one iGaming brand based on GGR⁵.

FanDuel acquired over 3.7m new sports betting and iGaming players in 2023, 19% more than the prior year. The average projected payback period on investment to acquire customers remains in line with recent years at less than 18 months⁴ giving us the confidence to continue investing in further customer acquisition. When combined with the strong contribution from our existing player base, this will drive the long-term profitability of the business.

FanDuel launched compelling new product features during the recent NFL season which increased player engagement. The Parlay Hub drove over 1.5m pre-packaged Same Game Parlays (‘SGP’) on Super Bowl 2024 alone. The Pulse improved our live betting experience, and contributed to a near three-fold year on year increase in the proportion of live SGP bets during Super Bowl 2024.

In iGaming, we launched 82% more gaming titles than the prior year, and also secured periods of exclusive access to some of the sector’s most famous games. We also expanded our iGaming team, agreed new partnerships and added new features to our product proposition. Our iGaming strategy is delivering strongly, and we believe we have now achieved product parity with our closest competitors. With a strong pipeline of further new products, including greater jackpot and multi-player functionality expected to be provided by the acquisition of Beyond Play we signed in February 2024, we are well-placed for further market share gains.

Group Ex-US:

Performance in UKI was strong during 2023, taking share across both retail and online channels, with our estimated 2023 online UK market share growing by 2 percentage points to 30%⁶. Our continuous focus on our product proposition saw us further enhance our higher-margin Bet Builder and Build-A-Bet parlay products. We added exclusive new betting markets, and launched well-received new products like ‘Acca Freeze’ on Sky Bet which drove increased penetration of these high-margin products and benefitted our net revenue margin. We also rolled out new iGaming features with improved cross-sell journeys for sportsbook customers to iGaming products and expanded content, particularly for Live casino. These changes drove iGaming AMP growth of 11.8% and record multi-product player rates with Paddy Power reaching 53% of sports customers playing iGaming in Q4.

In Australia, Sportsbet grew AMPs by 1.9% to 1.1 million, driven by high levels of retention. Average spend per player has however reduced back to pre-Covid levels. We have also seen a softness in the racing market across the second half of 2023, which we expect to persist through 2024. We expect the challenging market, along with increased regulatory and compliance costs, to reduce Australian profitability further in 2024. However, we believe Sportsbet’s scale, 45% market share⁹, and leadership in brand and product, position us well for the future.

The effectiveness of our International strategy to buy and build podium positions was evident from our strong 2023 performance with growth across both revenue and AMPs. We continued to focus on targeted investment and a “local hero” strategy in key “Consolidate and Invest” markets while optimizing the PokerStars business which has a greater presence in our “Optimize and Maintain” geographies. In Italy, Sisal is the #1 online brand across the combined sports, iGaming and lottery market⁹ and helped deliver 10.3% pro forma revenue growth¹⁰. We grew market share in Georgia and Armenia, continued to leverage key local partnerships in Brazil where we also improved our customer registration journey, delivered good growth in Spain with a refreshed product proposition, and drove strong online adoption in Turkey. We believe we are well-placed for continued expansion in India having successfully maintained our high levels of customer engagement following the change in tax regime in Q4. The acquisition of Maxbet was completed in January 2024 and the plans to integrate the business are progressing well.

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FY 2023 financial highlights: Group

The Group delivered strong revenue growth for 2023 up 24.6% year on year to $11,790m. We continued to expand our recreational customer base across all segments, with AMPs up 20.3% year on year to 12.3m. FanDuel was a key driver of this growth, with revenue in our US business up 40.7% despite customer friendly sports results. The impact of sports results is calculated as the difference between our expected net revenue margin and actual net revenue margin and had an approximately 7.8 percentage point negative impact on US revenue growth.

Group Ex-US revenue growth of 16.4% was driven by a strong performance in UKI and in our “Consolidate and Invest”⁷ International markets. We also benefited from the full year consolidation of the Sisal business acquired during 2022, which generated $1,218m in revenue compared with $465m in 2022. This was partly offset by the impact of softer racing market conditions in Australia combined with a reduced level of Australian player engagement compared with the prior year, following easing of COVID-19 restrictions. On a pro forma basis, revenue growth for the Group-Ex US was 6.3%¹⁰.

The Group reported a net loss for 2023 of $1,211m after recording a number of non-cash expenses including (i) a loss of $725m relating to an impairment of trademarks associated with the PokerStars business reflecting “local hero” strategy and PokerStars’ presence in predominantly lower growth “Optimize and Maintain” markets; (ii) a loss of $165 million relating to a change in the fair value of the Fox Option liability (2022: $83m gain); and (iii) amortization of acquired intangibles charge of $791 million (2022: $655m). The increases in the net loss, the net loss margin and the net loss per share during 2023 compared with 2022, were all primarily due to the PokerStars impairment loss and the change in the fair value of the Fox Option liability.

The Group delivered Further Adjusted EBITDA² growth of 45.4% to $1,874m. This growth reflects the strong performance described above and an expansion in Further Adjusted EBITDA Margin² of 230 basis points. This margin growth was primarily driven by the inflection of our US division to positive Adjusted EBITDA, partially offset by (i) the impact of the annualization of 2022 point of consumption tax rate increases in Australia; and (ii) an increase in unallocated corporate overhead (excl. Share compensation expense) of 47.2% to $187m. This reflected greater investment in Group resource and Flutter Edge capabilities, due to the rapid growth of the business in recent years, as well as new compliance requirements as a U.S. listed company¹¹.

Loss per share increased to $(6.89) per share due to the increase in net loss discussed above. Adjusted Earnings Per Share⁴ grew 25.8% to $3.51 year on year reflecting the Further Adjusted EBITDA² growth as detailed above which was partially offset by (i) an increase in Interest expense, net, when compared with 2022 as a result of the full year impact from the increased borrowings to fund the Sisal acquisition, as well as a higher cost of debt during 2023, (ii) the change in the Fox Option liability from a gain of $83m in 2022 to a loss in 2023 of $165m; and (iii) an increase in Adjusted Income tax expense primarily due to geographic profit mix changes.

The Group net cashflow provided by operating activities in 2023 decreased 19.4% compared with 2022 reflecting a decrease in player liabilities following the record lottery jackpot win in Sisal in February 2023. Adjusted Free Cash Flow² growth of 62.8% was primarily driven by the inflection of our US business.

Total debt increased from $6,750m to $7,056m while net debt² increased from $5,674m at December 31, 2022 to $5,795m at December 31, 2023. Further Adjusted EBITDA² growth reduced the Group’s leverage ratio² to 3.1x from 4.4x at the end of December, 31 2022 bringing the Group closer to the now updated medium term target of 2.0-2.5x.

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FY 2023 financial highlights: Segments

US revenue increased 40.7% year on year with strong growth in sportsbook and iGaming of 45.9% and 47.2% respectively. Sportsbook revenue benefitted from expansion into three additional sportsbook states, a full year’s contribution from 2022 new state openings and 24.8% growth in pre-2022 states. iGaming revenue growth was driven by strong player volumes with iGaming AMPs 41.8% higher than 2022. Adjusted EBITDA² and Further Adjusted EBITDA² grew $412m and $430m respectively due to the top line growth, combined with operating leverage efficiencies in sales and marketing and general and administrative expenses.

UKI strong revenue growth of 14.4% (13.7% on a constant currency basis) was driven by a continued expansion of our recreational customer base as we grew our AMPs by 5.4%, while delivering more efficient generosity to our customers. This resulted in sportsbook revenue growth of 10.5% and iGaming revenue up 18.1%. Adjusted EBITDA² and Further Adjusted EBITDA² growth of 17.2% and 17.3% respectively, reflected the revenue performance coupled with continued focus on driving marketing efficiencies which delivered an increase in both Adjusted EBITDA Margin² and Further Adjusted EBITDA² Margin of 70 basis points.

Australia revenue was 7.1% lower year on year or 2.8% lower on a constant currency basis². This was due to a softer racing market environment during 2023 when compared to 2022, which also benefited from higher levels of customer engagement following Covid related restrictions. The reduction year on year in Adjusted EBITDA² and Further Adjusted EBITDA² of 27.0% and 26.7% respectively, reflected this, as well as the annualization of 2022 point of consumption tax rate increases which drove a decline in Adjusted EBITDA Margin² and Further Adjusted EBITDA Margin² of 650 and 660 basis points, respectively.

International grew AMPs by 31.0% and revenue by 36.8%, or 34.2% on a constant currency² basis while Sisal generated $1,218m in revenue during 2023 compared with $465m in 2022 post acquisition. On a pro forma basis, International revenue grew 6.0% with “Consolidate and Invest” markets up 13.7% year on year¹⁰. This included Italy +10.0%, Georgia & Armenia +17.0%, Turkey +36.2% (despite a material foreign currency headwind), India +24.0%, Spain +15.5% and Brazil +6.5%. Adjusted EBITDA² and Further Adjusted EBITDA² were 49.8% and 50.4% higher year on year, respectively (41.5% and 42.7% on a constant currency basis, respectively), reflecting the top line growth above. In addition, optimization of sales and marketing expenses led to a year on year reduction of 570 basis points as a percentage of revenue. This contributed to an expansion in Adjusted and Further Adjusted EBITDA Margin of 180 and 200 basis points, respectively.

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Q1 2024 to date trading update

The Q1 trading update is based on how segments will be reported in 2024. PokerStars US will be reported in the International segment, having been included in the US segment for 2023, in line with how the business is now managed. In the above table, 2023 comparative numbers are on a 2024 comparable basis.

US: trading has been strong with total revenue growth of 55.6%:

UKI: revenue +17.3% with improved product proposition driving momentum into 2024, most notably in gaming +27.7%.

Australia: revenue reduced by 8.8% due to racing market softness continuing into 2024, partly offset by favorable sports results

International: revenue increased by 3.0%. The addition of MaxBet was more than offset by customer friendly sports results in Italy reducing sportsbook net revenue margin by 420bps. Sportsbook stakes were 24.4% higher year on year, somewhat benefitting from the recycling of players’ winnings

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FY 2024 outlook

The outlook above is based on how segments will be reported in 2024. PokerStars US will be reported in the International segment, having been included in the US segment for 2023, in line with how the business is now managed. In the above table, 2023 numbers are shown on a 2024 comparable basis. ¹⁶

We are introducing 2024 guidance with the following expectations:

Guidance is provided (i) on the basis that sports results are in line with our expected margin for the remainder of the year, (ii) at current foreign exchange rates, and (iii) on the basis of a consistent regulatory and tax framework.

A reconciliation of our forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measure cannot be provided without unreasonable effort. This is due to the inherent difficulty of accurately forecasting the occurrence and financial impact of the adjusting items necessary for such a reconciliation to be prepared of items that have not yet occurred, are out of our control, or cannot be reasonably predicted.

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Capital structure update

In August 2023, we outlined that we would consider the appropriate level of leverage for the Group given our plans to become US listed, as well as the positive cash flows and future profitability profile expected for the Group. Following extensive discussions with shareholders, the Board has confirmed that our medium-term target leverage ratio will increase to 2.0-2.5x (from previously disclosed 1.0x-2.0x³). In line with our approach in the past and given the expected improvement in Adjusted EBITDA profile of the Group, the Board will also allow flexibility for the leverage ratio to be higher than this range in support of value-creating acquisition opportunities.

Listing update

We were pleased to announce on January 29, 2024 that Flutter shares commenced trading on the NYSE under the ticker symbol: “FLUT” (CUSIP No.: G3643J 108). Flutter shares continue to trade on the London Stock Exchange (“LSE”) under the existing ticker symbol: “FLTR”. We announced our proposal to move our primary listing to the NYSE to the market here: https://flutter2024tf.q4web.com/rns/rns-details/2024/rns-61443/default.aspx. We believe that this will unlock long-term strategic and capital market benefits. Plans are on track for this proposal to be put to shareholders as a Special Resolution at the 2024 AGM on May 1, 2024. Subject to shareholder approval, the transition is expected to become effective on May 31, 2024.

Conference call:

Flutter management will host a conference call today at 10:30 a.m. GMT (6:30 a.m. ET) to review the results and be available for questions, with access via webcast and telephone.

A public audio webcast of management’s call and the related Q&A can be accessed by registering via www.flutter.com/investors. For those unable to listen to the live broadcast, a replay will be available approximately one hour after conclusion of the call. This earnings release and supplementary materials will also be made available via www.flutter.com/investors.

Analysts and investors who wish to participate in the live conference call must do so by dialing any of the numbers below and using conference ID 53722. Please dial in 10 minutes before the conference call begins.

+1 646 307 1963 (United States)

+44 20 3481 4247 (United Kingdom)

+353 1 582 2023 (Ireland)

+61 2 8088 0946 (Australia)

Forward-Looking Statements

This press release contains information that is forward-looking, including within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, and which reflects the Company’s current views with respect to, among other things, its operations, its financial performance and its industry. Forward-looking statements include all statements that are not historical facts. 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, risks related to Flutter’s business, operations and financial performance, including its ability to effectively compete in the global

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entertainment and gaming industries, its ability to retain existing customers and to successfully acquire new customers, its ability to develop new product offerings, its ability to successfully acquire and integrate new businesses, its ability to maintain relationships with third-parties, its ability to maintain its reputation, and public sentiment towards online betting and iGaming generally; market and global conditions and economic factors beyond Flutter’s control, such as the potential impact of general economic conditions, including inflation, rising interest rates and instability in the banking system, on Flutter’s liquidity, operations and personnel; risks related to licensing and regulation, including Flutter’s ability to obtain and maintain licenses with gaming authorities, adverse changes to the regulation of online betting and iGaming, the failure of additional jurisdictions to legalize and regulate online betting and iGaming, and 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 under the section entitled “Risk Factors” of the Company’s Amendment No. 1 to the Registration Statement on Form 20-F as filed with the Securities and Exchange Commission (“SEC”), on January 18, 2024, as such factors may be updated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 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.

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About Flutter Entertainment plc

Flutter is the world’s leading online sports betting and iGaming operator, with leading positions in markets across the world, including the US. Our ambition is to leverage our significant scale and our challenger mindset to change our industry for the better. By Changing the Game, we believe we can deliver long-term growth while promoting a positive, sustainable future for all our stakeholders. We are well-placed to do so through the distinctive, global competitive advantages of the Flutter Edge, which gives our brands access to group-wide benefits to stay ahead of the competition, as well as our clear vision for sustainability through our Positive Impact Plan.

Flutter operates a diverse portfolio of leading online sports betting and iGaming brands including FanDuel, Sky Betting & Gaming, Sportsbet, PokerStars, Paddy Power, Sisal, Tombola, Betfair, MaxBet, Junglee Games and Adjarabet. We are the industry leader with $11,790 million of revenue globally for fiscal 2023, up 25% YoY, and $3,312 million of revenue globally for the quarter ended December 31, 2023.

Contacts:

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Notes

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Definitions of non-GAAP financial measures

This press release includes Adjusted EBITDA, Further Adjusted EBITDA, Adjusted EBITDA Margin, Further Adjusted EBITDA Margin, Group Ex-US Adjusted EBITDA, Group Ex-US Further Adjusted EBITDA, Adjusted Net Profit Attributable to Flutter Shareholders, Adjusted Earnings Per Share (“Adjusted EPS”), Segment Further Adjusted EBITDA, leverage ratio, Net Debt, Adjusted Free Cash Flow, constant currency and IFRS Adjusted EBITDA which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are presented solely as supplemental disclosures to reported GAAP measures because we believe that these non-GAAP measures are useful in evaluating our operating performance, similar to measures reported by its publicly-listed U.S. competitors, and regularly used by analysts, lenders, financial institutional and investors as measures of performance. Adjusted EBITDA, Further Adjusted EBITDA, Adjusted EBITDA Margin, Further Adjusted EBITDA Margin, Adjusted Net Profit Attributable to Flutter Shareholders, Adjusted EPS, Segment Further Adjusted EBITDA, leverage ratio, Net Debt and Adjusted Free Cash Flow, are not intended to be substitutes for any GAAP financial measures, and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

Constant currency reflects certain operating results on a constant-currency basis in order to facilitate period-to-period comparisons of our results without regard to the impact of fluctuating foreign currency exchange rates. The term foreign currency exchange rates refer to the exchange rates used to translate our operating results for all countries where the functional currency is not the U.S. Dollar, into U.S. Dollars. Because we are a global company, foreign currency exchange rates used for translation may have a significant effect on our reported results. In general, our financial results are affected positively by a weaker U.S. Dollar and are affected negatively by a stronger U.S. Dollar. References to operating results on a constant-currency basis mean operating results without the impact of foreign currency exchange rate fluctuations. We believe the disclosure of constant-currency results is helpful to investors because it facilitates period-to-period comparisons of our results by increasing the transparency of our underlying performance by excluding the impact of fluctuating foreign currency exchange rates. We calculate constant currency revenue, Further Adjusted EBITDA and Segment Further Adjusted EBITDA by translating prior-period revenue, Further Adjusted EBITDA and Segment Further Adjusted EBITDA, as applicable, using the average exchange rates from the current period rather than the actual average exchange rates in effect in the prior period.

Adjusted EBITDA is defined on a Group basis as net profit/(loss) before income taxes; other (expense)/income, net; interest expense, net; depreciation and amortization; transaction fees and associated costs; restructuring and integration costs; legal settlements (loss contingencies), and impairment of PPE and intangible assets.

Further Adjusted EBITDA is defined as Adjusted EBITDA excluding share-based compensation.

Adjusted EBITDA Margin and Further Adjusted EBITDA Margin is Adjusted EBITDA and Further Adjusted EBITDA as a percentage of revenue, respectively.

Segment Further Adjusted EBITDA is defined as segment Adjusted EBITDA which is our segment measure of profit or loss excluding share-based compensation. Segment Further Adjusted EBITDA Margin is segment Adjusted Further Adjusted EBITDA as a percentage of revenue. From January 1, 2024, Adjusted EBITDA will exclude the cost of share-based compensation. We believe that this presentation is common practice in our industry and improves comparability of our results with those of our peers.

Group Ex-US Adjusted EBITDA is defined as Group Adjusted EBITDA excluding our US Segment Adjusted EBITDA.

Group Ex-US Further Adjusted EBITDA is defined as Group Ex-US Adjusted EBITDA excluding share-based compensation.

Adjusted Net Profit Attributable to Flutter Shareholders is defined as net profit/(loss) as adjusted for after-tax effects of transaction fees and associated costs; restructuring and integration costs; legal settlements (loss contingencies), gaming taxes dispute, amortization of acquired intangibles, accelerated amortization, loss/(gain) on settlement of long-term debt, impairment of PPE and intangible assets, financing related fees not eligible for capitalization, gain from disposal of businesses and share-based compensation.

Adjusted EPS is calculated by dividing adjusted net income attributable to Flutter shareholders by the number of diluted weighted-average ordinary shares outstanding in the period.

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Adjusted EBITDA, Further Adjusted EBITDA, Adjusted EBITDA Margin, Further Adjusted EBITDA Margin, Segment Further Adjusted EBITDA, Group Ex-US Adjusted EBITDA, Group Ex-US Further Adjusted EBITDA, Adjusted net profit attributable to Flutter shareholders and Adjusted EPS are non-GAAP measures and should not be viewed as measures of overall operating performance, indicators of our performance, considered in isolation, or construed as alternatives to operating profit/(loss), net profit/(loss) measures or earnings per share, 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.

IFRS Adjusted EBITDA is defined on a Group basis as net profit/(loss) before income taxes; financial income; financial expense; depreciation and amortization; transaction fees and associated costs; restructuring and integration costs and impairment of PPE and intangible assets.

Management has historically used these measures when evaluating operating performance because we believe that they provide additional perspective on the financial performance of our core business.

Adjusted EBITDA and Further Adjusted EBITDA has further limitations as an analytical tool. Some of these limitations are:

Net debt is defined as total debt, excluding premiums, discounts, and deferred financing expense, and the effect of foreign exchange that is economically hedged as a result of our cross-currency interest rate swaps reflecting the net cash outflow on maturity less cash and cash equivalents.

Leverage ratio is defined as net debt divided by Further Adjusted EBITDA. We use this non-GAAP financial measure to evaluate our financial leverage. We present net debt to Further Adjusted EBITDA because we believe it is more representative of our financial position as it is reflective of our ability to cover our net debt obligations with results from our core operations, and is an indicator of our ability to obtain additional capital resources for our future cash needs. We believe net debt is a meaningful financial measure that may assist investors in understanding our financial condition and recognizing underlying trends in our capital structure. The Leverage Ratio is not substitute for, and should be used in conjunction with, GAAP financial ratios. Other companies may calculate leverage ratios differently.

Adjusted Free Cash Flow is defined as net cash provided by operating activities excluding changes in operating assets and liabilities related to player deposits, investment and player deposit liabilities, cash paid for transaction fees and associated cost, restructuring fees and integration cost less payments for property and equipment, intangible assets and capitalized software. We believe that excluding these items from adjusted free cash flow better portrays our ability to generate cash, as such items are not indicative of our operating performance for the period. This non-GAAP measure may be useful to investors and other users of our financial statements as a supplemental measure of our cash performance, but should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to operating cash flows presented in accordance with GAAP. Adjusted Free Cash Flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. Our calculation of Adjusted Free Cash Flow may differ from similarly titled measures used by other companies, limiting their usefulness as a comparative measure.

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Consolidated Balance Sheets:

($ in millions except share and per share amounts)

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Consolidated Statement of Comprehensive Income/(Loss):

($ in millions except per share and per share amounts)

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Consolidated Statement of Cash Flows

($ in millions)

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Consolidated Statement of Cash Flows (continued)

($ in millions)

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Reconciliations of non-GAAP financial measures

Adjusted EBITDA reconciliation:

See below a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Further Adjusted EBITDA and Further Adjusted EBITDA Margin to net loss, to the most comparable GAAP measure.

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Further Adjusted EBITDA reconciliation, Segment and Group Ex-US:

See below a reconciliation of Group Ex-US and segment Adjusted EBITDA, Adjusted EBITDA Margin, Further Adjusted EBITDA and Further Adjusted EBITDA Margin to net loss, the most comparable GAAP measure.

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PokerStars US 2024 reporting reconciliation

Adjusted Free Cash Flow reconciliation:

See below a reconciliation of Adjusted Free Cash Flow to net cash generated in operating activities, the most comparable GAAP measure.

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Net debt reconciliation:

See below a reconciliation of net debt to long-term debt, the most comparable GAAP measure.

Adjusted net profit attributable to Flutter shareholders:

See below a reconciliation of Adjusted net profit attributable to Flutter shareholders to net loss, the most comparable GAAP measure.

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Adjusted Earnings Per Share reconciliation:

See below a reconciliation of Adjusted Earnings Per Share to net loss per share, the most comparable GAAP measure.

IFRS Adjusted EBITDA reconciliation:

See below a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Further Adjusted EBITDA and Further Adjusted EBITDA Margin to net loss, to the most comparable GAAP measure.

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Constant currency (‘CC’) growth rate reconciliation:

See below a reconciliation of constant currency growth rates to nominal currency growth rates, the most comparable GAAP measure.