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REG - FlutterEntertainment - Q2 2025 Update

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RNS Number : 5133U  Flutter Entertainment PLC  08 August 2025

New York, August 7, 2025: Flutter Entertainment (NYSE: FLUT; LSE: FLTR)
("Flutter") the world's leading online sports betting and iGaming operator
today announces Q2 results, and increased 2025 guidance.

Key financial highlights:

 In $ millions except where stated otherwise  Three months ended June 30,
                                              2025        2024        YOY

 Average monthly players (AMPs) ('000s)(1)    15,978      14,344      +11%
 Revenue                                      4,187       3,611       +16%
 Net income                                   37          297         (88)%
 Net income margin                            0.9%        8.2%        (730)bps
 Adjusted EBITDA(2)                           919         738         +25%
 Adjusted EBITDA margin(2)                    21.9%       20.4%       +150bps
 Earnings per share ($)                       0.59        1.45        (59)%
 Adjusted earnings per share ($)(2)           2.95        2.04        +45%
 Net cash provided by operating activities    359         323         +11%
 Free Cash Flow(2)                            156         171         (9)%
 Leverage ratio(2) (December 2024 2.2x)       3.2x
 Leverage ratio including Snai(2)             3.0x

Q2 2025 overview

 

 ·             Adjusted EBITDA growth of 25% driven by 11% AMP and 16% revenue growth, as our
               US business continues to scale rapidly. Net income decline of 88% impacted by
               a non-cash charge related to the movement in the Fox Option valuation(3),
               increased non-cash amortization of acquired intangibles and an increased
               income taxes expense
 ·             US: growth underpinned by sustained strength in pre-2024 launch states4 with
               FanDuel's lead in iGaming extended; US revenue +17% (sportsbook +11% and
               iGaming +42%). Adjusted EBITDA of $400m includes the benefit of favorable
               sports results and strong operating leverage
 ·             International: revenue and adjusted EBITDA growth of 15% and 13% respectively,
               includes the benefit of Snai and NSX acquisitions. Excellent iGaming revenue
               growth of 27% driven by UK and Ireland ("UKI"), Southern Europe and Africa
               ("SEA") and Asia Pacific ("APAC"). Sportsbook revenue growth of 4% reflects a
               very strong performance in the 2024 European Football Championships ("Euros")
               in the prior year, and less favorable year-over-year sports results
 ·             Earnings per share decreased by $0.86 reflecting the non-cash movements noted
               above, with adjusted earnings per share increasing by $0.91 driven by strong
               adjusted EBITDA growth
 ·             Net cash provided by operating activities grew +11% while free cash flow2 was
               9% lower mainly due to an increase in capital expenditure from the Snai
               acquisition and increased technology investment across the Group

 

Updated full year 2025 guidance

2025 outlook(5) is increased  to include (i) the impact of US sports
results(6), (ii) the impact of US gaming tax changes, (iii) renegotiated US
market access savings, and (iv) the impact of new state timings.

Group revenue and adjusted EBITDA are now expected to be $17.26bn and $3.295bn
at the midpoint representing 23% and 40% year-over-year growth, respectively.

 

Peter Jackson, CEO, commented:

"I am pleased with the excellent underlying performance we have delivered in
the second quarter alongside the good progress made on a number of key
strategic initiatives. Revenue grew by 16% year-on-year, as we continue to
build scale positions in the most attractive markets through strong organic
growth and value creating M&A. Since Q1, Flutter gained additional US
index inclusion and accelerated ownership of FanDuel to 100%. We also became
the largest operator in Italy with the addition of Snai; established a scale
position in Brazil through NSX; and successfully executed two transformative
customer migrations. Such varied achievements in one quarter are a great
reflection of our teams' focus and ability to execute effectively, leaving us
well positioned for the second half of the year."

 

To our shareholders

I am delighted to report a great set of results and meaningful strategic
progress during the quarter. We experienced strong year-over-year growth with
revenue 16% ahead, adjusted EBITDA 25% higher and cash from operating
activities $36m higher than last year's quarter. Net income, which reduced by
88%, was impacted by increased non-cash charges year-over-year. These included
an increase in amortization of acquired intangibles, an increase in income tax
expense, and a large swing in the Fox option charge driven by an increase in
FanDuel's valuation.

Before I provide an update on the excellent operational performance across our
US and International businesses, there are some key areas of strategic
progress I would like to share. Following our move to a US primary listing on
the New York Stock Exchange ("NYSE") in May last year, Flutter has now become
a well-established business within US capital markets, demonstrated by our
inclusion in two major share indices: CRSP and Russell. Positioning Flutter
closer to its primary market in the US was a core objective of our US listing,
and the inclusion in these indices demonstrates the clear benefits of this
strategy, with the vast majority of our trading volumes now passing through
NYSE. We believe we also remain well-placed for admission to other major US
indices.

We progressed another key strategic objective in July with the extension of
our US market access partnership with Boyd to 2038. This is a great example of
our position as an "and" business, able to deploy capital to various uses to
drive value creation. In addition to increasing our ownership of FanDuel to
100% at an attractive valuation, this transaction also secures US state market
access at much more favorable terms. This supports our conviction that market
access efficiency, alongside other cost levers, can help to offset regulatory
and tax changes that may affect FanDuel in the future and gives us further
confidence in the delivery of our long-term adjusted EBITDA margin targets.

On the US regulatory front, while some state legislative sessions concluded
with announced tax increases, I believe our sector is making meaningful
progress in encouraging law-makers to adopt a balanced approach. As we have
noted in the past, our substantial US scale positions us well to mitigate tax
changes and benefit from the market share gains market leaders such as FanDuel
have experienced when regulatory changes are introduced. We were, however,
disappointed to see the state of Illinois introduce a wager fee on July 1,
which we believe unfairly impacts our recreational, lower-handle customers. As
previously announced, starting September 1, we will introduce a 50 cent fee on
each bet placed in Illinois to help mitigate the significantly higher
operating costs in the state. The approach taken by the state of Illinois is
very much an outlier when compared with our broad International portfolio, and
we believe it risks driving customers to the unregulated market offering
limited consumer protections and no state revenue generation. We are
confident, as evidenced by the majority approach to date, that law-makers will
recognize the importance of adopting a balanced tax strategy which promotes
market growth and investment.

The event contracts landscape continues to develop at pace. We have  two
decades' experience of operating the world's largest betting exchange, the
Betfair Exchange, which shares similar characteristics with event contracts,
and this will help inform our views. We are closely monitoring regulatory
developments, and are assessing the opportunities and potential participation
strategies this may present for FanDuel.

In our International markets, the completion of the Snai and NSX transactions
in the quarter have created a leadership position in Italy for Flutter and
established a scale position in the newly regulated Brazilian market. Both
acquisitions are driven by a clear strategic rationale to expand our footprint
in attractive, regulated markets while leveraging the Flutter Edge to drive
operational and product improvements.

In Italy, we are executing on our integration plans and have increasing
confidence in our synergy targets. Snai has been consolidated within our SEA
region under a well-formed organizational plan. We finished the quarter with
21.7% overall market share, and 30.2% of the online market(7) in Italy.
Looking ahead, our attention is now focused on bringing Snai customers onto
SEA's market leading online platform in the first half of 2026.

Finally, in Brazil, following the combination of NSX and Betfair Brazil,
creating Flutter Brazil, our immediate focus has been on resourcing our newest
region with the best talent from across Flutter. The Brazilian market remains
highly competitive, and we retain a strong conviction that scale operators
with the best products will win the largest share of the market. To that
extent, our strategy is to elevate our Brazilian proposition, leveraging the
Flutter Edge to deliver unit economics we can invest behind and scale
meaningfully. We have targeted quick-wins in product and marketing, where
immediate improvements have already been made to iGaming content, generosity
capabilities and digital marketing effectiveness, while our sports product
roadmap will ensure significant improvements are delivered to the customer
proposition over the next twelve months.

US update

Turning to our US business, I was really pleased with our performance in Q2. I
have previously highlighted that the inherent variability of sports results
creates fluctuations around the average in the short-term, but that
cumulatively, sports results will align to our expected outcomes over the
long-term. Following the last two quarters with very unfavorable sports
results in the US, Q2 saw favorable outcomes, with June in particular
delivering the highest gross revenue margin month on record of 16.3%. This,
alongside very strong iGaming growth, helped deliver total US revenue growth
of 17%. We maintained our number one sportsbook position while extending our
number one position in iGaming, closing the quarter with sportsbook GGR market
share of 41%, a 44% NGR market share and a record 27% iGaming GGR market
share(8).

Our phenomenal iGaming performance is clear evidence of our strategy at work,
with Q2 AMP growth of 32% reflecting a consistent product roadmap tailored to
casino-first customers, the fastest-growing segment in the market. iGaming
customers continued to enjoy the site-wide jackpot functionality introduced in
Q1 with over 200k jackpot wins since it was first introduced. We launched our
FanDuel Rewards Club to all iGaming customers in April and also added the
second installment of our exclusive Huff and Puff series. Leveraging the
Flutter Edge via our proprietary iGaming platform, Q2 saw us add a record
volume of new titles to the platform. These features resonated with
casino-first customers driving increased player volumes and frequency.

In sportsbook, continued product improvements led to an increase in player
frequency year-over-year which drove handle 7% higher. AMPs were 4% lower as
we lapped our very successful North Carolina launch in the prior year when we
drove significant population penetration during the opening months. We were
pleased with customer activity during the NBA playoffs, with four separate
seven-game series, including the finals, helping to drive better engagement
than expected.

From a sportsbook product perspective, we continued to deliver innovative and
highly engaging features to our customers during Q2. Harnessing our next
generation pricing capability, we added Same Game Parlay+ ("SGP+") and profit
boost functionality to our Your Way feature during the NBA playoffs and have
been really pleased with engagement.

Our market-leading SGP offering continues to see excellent customer engagement
and underpinned a further structural gross revenue margin expansion of 70bps
to 13.6% during the quarter. Building on the success of our Parlay Your
Bracket offering during March Madness, we added similar features for both NHL
and WNBA during Q2 and we also expanded our SGP live offering to tennis for
the first time in the quarter helping to deliver a record Wimbledon for
FanDuel. On MLB, our Batter Up feature which allows customers to parlay
outcomes for the next three batters up was rolled out for all live games,
together with an accompanying Quick Bets page launched in July which has been
resonating well.

The strong live betting volumes we delivered during the quarter were supported
by our product improvements, with live betting over half our handle in Q2 and
SGP live its fastest growing component. A seamless live proposition, with
optimized in-game settlement and minimized friction was key to our growth,
underpinned by our best-in-class pricing and risk management capabilities.

International update

Our International performance continues to be positive, delivering
year-over-year revenue growth of 15%, with the acquisitions of Snai and NSX
contributing 11 percentage points of the increase. The organic growth of 4% is
particularly pleasing when compared against a strong sportsbook performance in
the prior year, which included the Euros and more favorable sports results.
iGaming has underscored the organic growth in Q2, with exceptional growth
achieved in Turkey and continued excellent momentum in SisaI's Italian online
business and in India. In addition, we delivered impressive double digit
growth in UKI despite implementing slots restrictions in line with the UK
Gambling Act Review requirements.

We continue to see good product delivery, driven by our focus on the Flutter
Edge, which is helping deliver innovation across our business. In July, we
launched Flutter's first bingo network following the successful partnership
between Sisal and tombola, which brings the latter's innovative product and
deep liquidity pool to Sisal's Italian online bingo customers. The launch of
MyCombo, our full Same Game Parlay proposition for Sisal Italy ahead of the
new soccer season is a market-first and represents a step-change in product
differentiation, made possible by our global scale and deep industry
expertise.

We are making very good progress against the $300m operational cost saving
program previously set out at our Investor Day in 2024. This quarter, we
successfully completed the large-scale migration of Sky Bet, moving over nine
million customers onto our shared UKI platform. Overall customer reaction to
the new offering has been positive and early performance on iGaming has been
very strong. Achieving this major milestone means we can now turn our
attention to enhancing the core experience for our Sky Bet customers. This
will include introducing a host of new exciting features, including a version
of our SuperSub offering alongside  new products powered by our
next-generation pricing capability.

The PokerStars transformation is another significant part of the program, and
we delivered our largest milestone to date in July, when PokerStars customers
in Italy were migrated onto the shared SEA platform. The majority of the
Pokerstars transformation savings will be recognized towards the end of the
three year program in 2027, following the final planned migration off the
PokerStars technology stack in the second half of 2026.

The migrations of Sky Bet and PokerStars in Italy mark significant progress in
our transformation journey, unlocking efficiencies, helping us simplify and
shape our organizational structures for the future, providing further scale
benefits and positioning us to deliver enhanced experiences for our customers.
The strategic cost transformation program is a great example of underlying
cost discipline, and we will continue to strive for further optimization and
efficiencies in the business.

Final thoughts and outlook

As I reflect on the progress we've made so far this year, I am particularly
proud that our growth is being achieved in a sustainable way. In May, FanDuel
launched an innovative safer gambling tool. The Real-Time Check-In feature
uses machine learning to detect risk and generate personalized interventions
at the point of play. This industry leading feature builds on work pioneered
in our Australian business, and reflects our commitment to leverage data and
technology to protect our customers.

Looking ahead to the remainder of the year, our strong performance in the
first half of 2025 underlines the strength of Flutter's fundamentals. I feel
confident as I consider our positioning heading into the second half of 2025.
Our performance in Q2 positions us well to deliver on our strategic objectives
and execute strongly throughout the content rich calendars for NFL, NBA and
European soccer during the remainder of the year.

Sincerely,

Peter Jackson

Flutter CEO

 

 

 In $ millions unless stated, unaudited         US                           International                 Group
 Three months ended June 30,                    2025    2024    YoY          2025     2024    YoY          2025    2024    YoY
 Average monthly players ('000s)                3,519   3,466   +2%          12,459   10,878  +15%         15,978  14,344  +11%
 Handle                                         11,699  10,976  +7%          7,970    7,422   +7%          19,669  18,398  +7%
 Net revenue margin                             10.4%   10.0%   +40bps       13.1%    13.4%   (30)bps      11.5%   11.4%   +10bps

 Sportsbook revenue                             1,219   1,099   +11%         1,041    997     +4%          2,260   2,096   +8%
 iGaming revenue                                507     357     +42%         1,268    997     +27%         1,775   1,354   +31%
 Other revenue                                  65      71      (8)%         87       90      (3)%         152     161     (6)%
 Total revenue                                  1,791   1,527   +17%         2,396    2,084   +15%         4,187   3,611   +16%

 Cost of sales                                  (968)   (839)   +15%         (1,104)  (894)   +23%
 Technology, research and development expenses  (86)    (73)    +18%         (107)    (106)   +1%
 Sales and marketing expenses                   (219)   (253)   (13)%        (376)    (358)   +5%
 General and administrative expenses            (118)   (102)   +16%         (218)    (203)   +7%
 Reportable segment adjusted EBITDA             400     260     +54%         591      523     +13%

 Unallocated corporate overhead(9)                                                                         (72)    (45)    +60%
 Group adjusted EBITDA                                                                                     919     738     +25%
 Adjusted EBITDA margin                         22.3%   17.0%   +530bps      24.7%    25.1%   (40)bps      21.9%   20.4%   +150bps

Group

The Group delivered a strong second quarter with AMP(1) and revenue growth of
11% and 16% respectively, driven by continued US momentum and a robust
underlying performance within International further enhanced by the addition
of the Snai and NSX businesses.

Net income of $37m reduced by $260m from $297m in Q2 2024 after including:

(i) a non-cash loss in the fair value of the Fox Option liability of $81m (Q2
2024: $91m gain)

(ii) a non-cash charge for the amortization of acquired intangibles of $209m
(Q2 2024: $147m) with the Snai and NSX acquisitions and the cost
transformation programs in PokerStars and Sky Bet driving a year-over-year
increase

(iii) an income tax charge of $168m (Q2 2024: $53m), with the year-over-year
increase primarily driven by the utilization of historic US deferred tax
assets in Q2 2024 and an income tax expense related to the Betfair Brazil
business reorganization in Q2 2025

(iv) restructuring, integration and transaction costs of $89m (Q2 2024: $38m)
with the the year-over-year increase primarily driven by costs incurred in
relation to the Snai and NSX acquisitions and subsequent integrations, and the
cost transformation programs in PokerStars and Sky Bet

Adjusted EBITDA of $919m grew 25% with adjusted EBITDA margin(2) 150bps higher
principally attributable to the expansion of our US business.

Earnings per share decreased by $0.86 to $0.59 inclusive of the impacts to net
income described above, and partially offset by an $80m reduction in
redeemable non-controllable interest charge (increasing earnings per share by
$0.45) driven by a temporary reduction in the Maxbet redemption value.

Adjusted earnings per share increased by $0.91 to $2.95 driven by the strong
adjusted EBITDA growth and the reduction in redeemable non-controlling
interest charge.

The Group's net cash provided by operating activities grew 11% underpinned by
the second quarter adjusted EBITDA growth outlined above, partly offset by
increased income tax payments. Free cash flow was 9% lower due to an increase
in capital expenditure from the Snai acquisition, and technology investment
across the Group which continues to pay dividends as we harness the Flutter
Edge and continue to innovate at pace.

US

US Q2 AMPs of 3.5m grew 2% year-over-year as we lapped the benefit of the
North Carolina launch in March during the prior year. (Pre-2024 state AMPs
+5%, pre-2022 state AMPs +7%). Revenue grew 17% including sportsbook revenue
growth of 11% and iGaming revenue growth of 42%.

Sportsbook revenue growth was driven by an increase in player frequency
together with improved structural revenue margin as handle grew 7%, with live
betting representing over half of handle during the quarter, and net revenue
margin increasing by 40 basis points year-over-year to 10.4%.

The increase in net revenue margin included:

 ·             Structural revenue margin expansion of 70bps to 13.6% enabled by our
               market-leading pricing and risk management capabilities delivering continued
               increased penetration of parlay bets
 ·             An adverse sports results impact year-over-year of 30 basis points with the
               gross revenue impact of sports results in Q2 2025 being less favorable than
               the prior year (Q2 2025: 80bps favorable, Q2 2024: 110bps favorable). This
               converted to a small revenue benefit year over year (Q2 2025: $90m, Q2 2024:
               $80m)
 ·             Promotional spend of 4% which was broadly in-line with the prior year

iGaming revenue grew 42% underpinned by AMP growth of 32% and an increase in
player frequency year-over-year.

Adjusted EBITDA was $400m (Q2 2024 $260m) with an adjusted EBITDA margin of
22.3%, up 530bps year-over-year supported by continued strong operating
leverage across the business.

Cost of sales as a percentage of revenue was 54.0%. Cost of sales in both the
current and prior year included the benefit from positive sports results. The
year-over-year reduction of 90bps was primarily due to the benefit of payment
processing cost initiatives deployed in H2 2024, partly offset by increased
taxes in Illinois year-over-year.

Sales and marketing expenses were 13% lower, driven by heightened investment
in the North Carolina launch in the prior year and a greater proportion of
expenditure for 2025  expected to be incurred during H2 than in the prior
year. The 440bps reduction year-over-year as a percentage of revenue to 12.2%
also reflected continued good operating leverage in pre-2024 states.
Technology, research and development costs were $13m higher year-over-year,
primarily as a result of the scaling of data storage and processing costs.
General and administrative costs were $16m higher as a result of  finance and
legal costs, together with the impact of increased headcount in key support
functions.

International

International revenue was 15% higher year-over year (up 12% on a constant
currency(10) basis, "cc") with 15% AMP growth. The inclusion of the Snai and
NSX acquisitions contributed 11 percentage points of the year-over-year
revenue growth.

Sportsbook revenue was 4% higher year-over-year (+2% cc), with the inclusion
of Snai and NSX acquisitions contributing 9 percentage points of the
year-over-year growth. Sportsbook handle grew 7% year-over-year, with Snai and
NSX contributing 9 percentage points of growth. This offset the impact of a
strong 2024 comparative period containing the Euros, which accounted for 6% of
handle in Q2 2024.

Net revenue margin decreased by 30 basis points year-over-year to 13.1%:

 ·             Structural revenue margin of 16.3% was broadly flat year-over-year, as growth
               driven by our superior pricing capabilities was offset by the impact of faster
               growth in regions with lower structural revenue margins including SEA, Brazil
               and CEE
 ·             An adverse sports results impact year-over-year of 90 basis points with sports
               results in Q2 2025 less favorable than the prior year period (Q2 2025: 30bps
               favorable, Q2 2024 120bps favorable)
 ·             A year-over-year reduction in promotional spend of 60 basis points to 3.6% of
               handle

 

iGaming revenue was 27% higher year-over-year (+23% cc), with Snai and NSX
contributing 13 percentage points of growth. On an organic basis, SEA growth
of 24% comprised Sisal Italy online growth of 36% and Turkey growth of 87%.
UKI grew 17% (+10% cc) year-over-year, APAC experienced growth of 24% (+27%
cc) in India and CEE grew 13% (+10% cc), driven by performance in Georgia.

 In $ millions except percentages, unaudited  Three months ended June 30,
 International revenue by region              2025     2024     YoY      YoY CC
 UK and Ireland                               936      928      +1%      (5)%
 Southern Europe and Africa                   657      390      +68%     +63%
 Asia Pacific                                 402      385      +4%      +7%
 Central and Eastern Europe                   138      128      +8%      +5%
 Brazil                                       44       18       +144%    +175%
 Other regions                                219      235      (7)%     (9)%
 International total revenue                  2,396    2,084    +15%     +12%

Revenue performance across our International regions year-over-year was as
follows:

 

 ·             UKI revenue grew 1% (-5% cc) with sportsbook revenue down 12% (-17% cc) driven
               by a 3% reduction in handle (-8% cc) impacted by the Euros which accounted for
               10% of overall handle in the prior year, combined with an adverse 190bps swing
               in sports results. iGaming growth of 17% (+10% cc) was delivered through
               continued product enhancements and generosity optimization which offset the
               impact of the Gambling Act Review-led player restrictions implemented during
               the quarter
 ·             SEA revenue grew 68% (+63% cc) with the inclusion of Snai contributing 52
               percentage points of the growth. Sportsbook revenue was up 64% (+57% cc)
               including Snai which contributed 61 percentage points of the growth. Organic
               sportsbook revenue growth was impacted by the Euros which accounted for 8% of
               handle in Q2 2024, and an adverse swing in sports results of 100bps which
               offset continued structural gross revenue margin expansion. iGaming revenue
               grew 70% (+67% cc) with Snai contributing 46 percentage points of growth. SEA
               Italian revenue11 grew 67%, with Snai contributing 59 percentage points of
               growth (sportsbook was up 65% with Snai contributing 62 percentage points of
               growth and iGaming was up 67% with Snai contributing 55 percentage points of
               growth). Turkey growth was also strong with revenue growing 87% (+124% cc).
               This growth was attributable to strong AMP growth, improved online penetration
               and an expansion in the products offered within the market
 ·             APAC revenue grew 4% (+7% cc) with sportsbook growth in Australia of 3% (+6%
               cc) where a handle reduction of 6% (-3% in cc) was more than offset by the
               benefits of optimized generosity and favorable sports results year-over-year.
               iGaming growth in India of 24% (+27% cc) was driven by 15% growth in AMPs and
               improved monetization through pricing and generosity optimizations
 ·             CEE revenue grew by 8% (+5% cc) with iGaming growth of 13% (+10% cc). This was
               largely driven by iGaming revenue growth of 26% year-over-year in Georgia,
               which offset a sportsbook revenue reduction of 15% (-19% cc) primarily
               attributable to the Euros which accounted for 14% of handle in 2024
 ·             Brazil revenue grew by 144% (+175% cc), benefiting from the acquisition of NSX
               which contributed 185 percentage points of growth. Betfair Brazil revenue
               declined year-over-year driven by adverse sports results in the quarter and
               the continuing impact of the customer re-registration friction post
               regulation.
 ·             Other regions revenue was 7% lower (-9% cc) due to the impact of some smaller
               market exits and regulatory change

 

Adjusted EBITDA increased by 13% year-over-year (+10% cc) with the acquisition
of Snai and NSX contributing 7 percentage points of growth year-over-year.
Adjusted EBITDA margin, before including Snai and NSX, expanded by 70 basis
points to 25.9%. Inclusive of Snai and NSX, adjusted EBITDA margin for the
quarter was 24.7%, a 40 basis point reduction, reflective of our investment
phase in Brazil.

Cost of sales as a percentage of revenue increased by 320 basis points to
46.1%, with the acquisition of Snai and NSX contributing 170 basis points of
the year-over-year increase. The remaining 150 basis point organic increase
was due to increased taxes in CEE and in Betfair Brazil, along with a
continued shift in revenue mix in favor of iGaming which generally incurs
higher third party costs than sportsbook.

Sales and marketing expenses increased by $18m or 5% year-over-year with the
acquisition of Snai and NSX contributing $37m or 10 percentage points of the
increase. As a percentage of revenue, sales and marketing reduced by 150 basis
points to 15.7%, with savings from Euros-related marketing spend in Q2 2024
more than offsetting increased investment in Italy to support conversion of
our retail customer base to online, and our growth plans in Turkey and Brazil.

Technology, research and development costs were $1m or 1% higher
year-over-year with the acquisition of Snai and NSX contributing $5m or 5
percentage points of the increase. General and administrative costs were $15m
or 7% higher with the inclusion of Snai and NSX contributing $14m or 7
percentage points of the increase. Operating leverage has been achieved across
both technology, research and development costs, and general and
administrative costs, with improvements of 60bps to each, bringing them to
4.5% and 9.1% of revenue for the quarter, respectively.

Unallocated corporate overhead(9) increased by $27m or 60% year-over-year.
This was driven by a $14m charge related to foreign exchange movements,
primarily due to a non-cash revaluation of related monetary items on the Group
balance sheet. The remaining increase is broadly split across inflationary pay
increases, investment in Flutter Edge initiatives primarily Flutter Studios
and shared technology.

Capital structure

Available cash increased $154m quarter-on-quarter, closing at approximately
$1.7bn. The $3,216m increase in total debt to $9,952m at June 30, 2025 from
$6,736m at December 31, 2024 reflects the financing for the Snai and NSX
acquisitions. Net debt was $8,522m at the end of Q2 2025, with a leverage
ratio(2) of 3.2x at June 30, 2025 (2.2x at December 31, 2024). The leverage
ratio(2) was 3.0x based on the last 12 months adjusted EBITDA including
Snai.

The purchase of Boyd's 5% interest in FanDuel for $1.76bn(12) was completed on
July 31, 2025 and financed by extending the existing Term Loan B and Euro,
Sterling and Dollar Senior Notes at attractive terms. We therefore expect our
leverage to increase in the near term but then reduce rapidly given the highly
visible and profitable growth opportunities that exist across the Group. We
remain committed to our medium-term leverage ratio target of 2.0-2.5x.

The share repurchase program, continued in Q2 2025 with 1.25 million shares
repurchased in the quarter for a consideration of $300m excluding excise
duties ($296m was paid for the program in the quarter). We are highly
disciplined allocators of capital and we expect to return up to $1bn of cash
to shareholders through the program during 2025, and up to $5bn of cash to
shareholders over a three to four year period, whilst also maintaining the
flexibility to invest significant amounts of capital both organically and
inorganically. The Boyd deal is a great example of both this flexible approach
and the value we believe we can create.

Guidance

Full year 2025 guidance is now increased for the following adjustments (i) the
impact of US sports results, (ii) the impact of US tax changes, (iii)
renegotiated US market access savings, and (iv) the impact of new state
timings.

The changes to the midpoints of our previous guidance are summarized in the
table below:

                                 US                        International             Corporate        Group
 ($ in millions)                 Revenue  Adjusted EBITDA  Revenue  Adjusted EBITDA  Adjusted EBITDA  Revenue  Adjusted EBITDA
 US existing states              7,440    1,220
 US new states                   (40)     (90)
 Previous Guidance               7,400    1,130            9,680    2,300            (250)            17,080   3,180

 US sports results (May-Jun)(6)  140      100                                                         140      100
 Boyd market access              0        35                                                          0        35
 NJ, IL and LA tax impacts       30       (40)                                                        30       (40)
 New state timing                10       20                                                          10       20
 Change                          180      115              0        0                0                180      115

 Revised Guidance(4)             7,580    1,245            9,680    2,300            (250)            17,260   3,295
 US existing states              7,610    1,315
 US new states                   (30)     (70)

Our updated outlook for 2025 now includes the following midpoints:

Group: revenue and adjusted EBITDA of $17.26bn and $3.295bn representing 23%
and 40% year-over-year growth, respectively.

US: revenue and adjusted EBITDA of $7.58bn and $1.245bn, representing
year-over-year growth of 31% and 146%, respectively. We expect revenue of
approximately $2.6bn and approximately $580m of adjusted EBITDA to arise in
Q4.

This comprises increased guidance for both existing and new states as follows:

Existing states

 

 ·             Revenue of $7.61bn and adjusted EBITDA of $1.315bn, with year-over-year growth
               of 31% and 159%, respectively
 ·             Increased from previous guidance primarily due to the benefit of May and June
               sports results of $140m revenue, $100m adjusted EBITDA
 ·             H2 2025 gaming tax costs include the previously announced changes in Illinois,
               New Jersey and Louisiana net of anticipated direct mitigation
 ·             Illinois transaction fee: net cost of $5m with gross cost of $35m mitigated by
               $30m in other revenue from the proposed FanDuel transaction fee
 ·             New Jersey and Louisiana: net cost of $35m with gross cost of $45m and
               approximately 20% mitigation through locally optimized promotional and
               marketing spend
 ·             Maryland gross cost of $10m was already included within our guidance set out
               in May and therefore does not represent a change to that previous guidance
 ·             The benefit of Boyd market access savings of $35m are therefore expected to
               almost entirely mitigate the net impact of incremental gaming tax costs of
               $40m above in H2

 

New states

 

 ·             Now expect negative revenue of $30m and adjusted EBITDA cost of $70m due to
               slightly later launch timings versus previous expectations (previous guidance
               -$40m revenue and -$90m adjusted EBITDA)

 

International: Foreign currency changes since our previous guidance are not
material and therefore revenue and adjusted EBITDA guidance of $9.68bn and
$2.30bn is re-affirmed, representing year-over-year growth of 17% and 11%
respectively.

Unallocated corporate overhead: cost guidance of $250m is unchanged.

Other items: also remain unchanged, with the exception of Interest expense,
which now includes the financing costs associated with the Boyd transaction.

                                                           Updated 2025 guidance         Previous guidance
                                                           Low       Midpoint  High      Midpoint
 Group revenue                                             $16.81bn  $17.26bn  $17.71bn  $17.08bn
 Group adjusted EBITDA                                     $3.075bn  $3.295bn  $3.515bn  $3.18bn

 US existing state(4) revenue                              $7.36bn   $7.61bn   $7.86bn   $7.44bn
 US existing state adjusted EBITDA                         $1.195bn  $1.315bn  $1.435bn  $1.220bn
 US new states revenue cost                                Approximately ($30m)          ($40m)
 US new states adjusted EBITDA                             Approximately ($70m)          ($90m)
 US total revenue                                          $7.33bn   $7.58bn   $7.83bn   $7.40bn
 US total adjusted EBITDA                                  $1.125bn  $1.245bn  $1.365bn  $1.13bn

 International revenue                                     $9.48bn   $9.68bn   $9.88bn   $9.68bn
 International adjusted EBITDA                             $2.20bn   $2.30bn   $2.40bn   $2.30bn

 Unallocated corporate overhead                            Approximately $250m           $250m
 Interest expense, net                                     $525m     $535m     $545m     $490m
 Depreciation and amortization excl. acquired intangibles  Approximately $670m           $670m
 Capital expenditure(12)                                   Approximately $820m           $820m
 Share repurchases                                         Up to $1bn                    Up to $1bn

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 stated foreign exchange
rates(13) and (iii) on the basis of a consistent regulatory and tax framework
except where otherwise stated.

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.

This announcement contains inside information as defined under assimilated
Regulation (EU) No. 596/2014, which is part of the laws of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended). The person
responsible for arranging release of this information on behalf of Flutter is
Edward Traynor, Company Secretary of Flutter.

 

Conference call:

Flutter management will host a conference call today at 4:30 p.m. ET (9:30
p.m. BST) 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 here (https://events.q4inc.com/attendee/169183171) or
via www.flutter.com/investors. For those unable to listen to the live
broadcast, a replay will be available approximately one hour after the
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 20251.
Please dial in 10 minutes before the conference call begins.

+1 888 500 3691 (North America)

+44 800 358 0970 (United Kingdom)

+353 1800 943926 (Ireland)

+61 1800 519 630 (Australia)

+1 646 307 1951 (International)

Forward-Looking Statements

This press release 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 filed with the Securities and Exchange
Commission (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.

 

About Flutter Entertainment plc

Flutter is the world's leading online sports betting and iGaming operator,
with a market leading position in the US and across the world. Our ambition is
to leverage our size 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 advantages of the Flutter
Edge, which gives our brands access to group-wide benefits, 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, Snai, tombola, Betfair, MaxBet, Junglee Games,
Adjarabet and Betnacional. We are the industry leader with $14,048m of revenue
globally for fiscal 2024, up 19% YoY, and $4,187m of revenue globally for the
quarter ended June 30, 2025.

 

Contacts:

 Investor Relations:                    Media Relations:
 Paul Tymms, Investor Relations         Kate Delahunty, Corporate Communications
 Ciara O'Mullane, Investor Relations    Lindsay Dunford, Corporate Communications
 Chris Hancox, Investor Relations       Rob Allen, Corporate Communications
 Email: investor.relations@flutter.com  Email: corporatecomms@flutter.com

Notes

 1   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. 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 is greater
     than the total AMPs presented at the Group level. See Part II, "Item 7.
     Management's Discussion and Analysis of Financial Condition and Results of
     Operations-Key Operational Metrics" of Flutter's Annual Report on Form 10-K
     for the year ended December 31, 2024 filed with the SEC on March 4, 2025 for
     additional information regarding how we calculate AMPs data, including a
     discussion regarding duplication of players that exists in such data.
 2   Adjusted EBITDA, adjusted EBITDA margin, last twelve months adjusted EBITDA
     including Snai, Free Cash Flow, net debt, leverage ratio, leverage ratio
     including Snai, constant currency, adjusted net income attributable to Flutter
     shareholders and adjusted earnings per share are non-GAAP financial measures.
     See "Definitions of non-GAAP financial measures" and "Reconciliations of
     Non-GAAP Financial Measures" sections of this announcement for definitions of
     these measures and reconciliations to the most directly comparable financial
     measures calculated in accordance with GAAP. Due to rounding, these numbers
     may not add up precisely to the totals provided.
 3   Fox has an option to acquire an 18.6% equity interest in FanDuel (the Fox
     Option). Gains or losses in the fair

     value of the Fox Option primarily due to changes in the fair value of FanDuel
     during the reporting period are

     recorded in Other income (expense), net. See Part II, "Item 8. Financial
     Statements and Supplementary Data-Fair Value Measurements" of Flutter's Annual
     Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on
     March 4, 2025 for additional information regarding the Fox Option.
 4   US analysis by state cohort includes the states and provinces by FanDuel
     launch date. Pre-2024, states include: New Jersey, Pennsylvania, West
     Virginia, Indiana, Colorado, Illinois, Iowa, Michigan, Tennessee, Virginia,
     Arizona, Connecticut, New York, Ontario, Louisiana, Wyoming, Kansas, Maryland,
     Ohio, Massachusetts, Kentucky.
 5   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.
 6   Q1 impact: revenue $230m unfavorable, adjusted EBITDA $150m unfavorable, Q2
     impact: revenue $90m favorable, adjusted EBITDA $70m favorable (April impact
     $50m revenue unfavorable, $30m adjusted EBITDA unfavorable. May/June impact:
     revenue $140m favorable, adjusted EBITDA $100m favorable). Impact of sports
     results year to date to the end of June: revenue $140m unfavorable and
     adjusted EBITDA $80m unfavorable. Impacts include an estimate for the benefit
     of recycling.
 7   Italian market position and share based on regulator GGR data from Agenzia
     delle dogane e dei Monopoli.
 8   US market position based on available market share data for states in which
     FanDuel is active. Online sportsbook market share is the gross gaming revenue
     (GGR) and net gaming revenue (NGR) market share of our FanDuel brand for the
     three months to June 30, 2025 in the states in which FanDuel was live
     (excluding Tennessee as they no longer report this data), based on published
     gaming regulator reports in those states. iGaming market share is the GGR
     market share of FanDuel for the three months to June 30, 2025 in the states in
     which FanDuel was live, based on published gaming regulator reports in those
     states. US iGaming GGR market share including PokerStars US (which is reported
     in the International segment) for the three months to June 30, 2025 was 28%.
 9   Unallocated corporate overhead includes shared technology, research and
     development, sales and marketing, and general and administrative expenses that
     are not allocated to a specific segment.
 10  Constant currency growth rates are calculated by retranslating the non-US
     dollar denominated component of Q2 2024 at Q2 2025 exchange rates. See
     reconciliation below.
 11  In addition to Q2 Italian revenue reported within SEA, there was also Italian
     revenue in the quarter generated across tombola (reported in UKI) and Betfair
     (reported in Other regions).
 12  Consideration comprises approximately $1.56bn attributable to the acquisition
     of Boyd's 5% stake in FanDuel and approximately $0.2bn attributable to the
     revision of various existing commercial terms.  The amount of $0.2bn will be
     reflected as a cash outflow within net cash provided by operating activities
     during Q3 2025
 13  Capital expenditure is defined as payments for the purchase of property and
     equipment, the purchase of intangible assets and capitalized software.
 14  The impact of changes in foreign exchange rates versus those used in the
     guidance issued on May 7, 2025 is not significant with movements in EUR and
     GBP offsetting at an International segment adjusted EBITDA level. Therefore,
     foreign exchange rates assumed for 2025 guidance remain unchanged versus those
     used for guidance issued on May 7, 2025 of USD:GBP of 0.746, USD:EUR of 0.878
     and USD:AUD of 1.563.

Definitions of non-GAAP financial measures

This press release includes Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted
Net Income Attributable to Flutter Shareholders, Adjusted Earnings Per Share
("Adjusted EPS"), leverage ratio, leverage ratio including Snai, Net Debt,
Free Cash Flow, and constant currency 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, Adjusted EBITDA
Margin, Adjusted Net Income Attributable to Flutter Shareholders, Adjusted
EPS, leverage ratio, Net Debt, Free Cash Flow, and Adjusted Depreciation 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, Adjusted EBITDA and Segment Adjusted
EBITDA by translating prior-period revenue, Adjusted EBITDA and Segment
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.

Last twelve months ("LTM") net income is defined on a Group basis as net
income for the year ended December 31, 2024, minus net income for six months
ended June 30, 2024 and plus net income for six months ended June 30, 2025.

LTM net income including Snai is defined on a Group basis as LTM net income
plus Snai's net income for the ten months ended April 30, 2025 prior to the
completion of acquisition. 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.

LTM adjusted net income including Snai is defined on a Group basis as LTM
adjusted net income, after adjusting for the following:

 •            Transaction fees and associated costs and restructuring and integration costs
              related to the acquisition assumed to have incurred prior to or soon after the
              acquisition date of January 1, 2024, and therefore are reversed from the
              twelve months result ended June 30, 2025.
 •            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 3 months SOFR rates for Q2 2025 was constant from July 2024
              to April 2025.
 •            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.

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

LTM adjusted EBITDA including Snai is defined on a Group basis as LTM adjusted
net income including Snai before income taxes; other expense, net; interest
expense, net; depreciation and amortization; share-based compensation expense;
transaction fees and associated costs; and restructuring and integration
costs.

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

Adjusted Net Income Attributable to Flutter Shareholders is defined as net
income (loss) as adjusted for after-tax effects of transaction fees and
associated costs; restructuring and integration costs; 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, fair value (gain)/loss on derivative instruments, fair value
(gain)/loss on contingent consideration, fair value (gain)/loss on Fox Option
Liability and fair value (gain)/loss on investment, 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.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income 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 income (loss) measures or earnings per share, or
as alternatives to net cash provided by (used in) operating activities, as
measures of liquidity, or as alternatives to any other measure determined in
accordance with GAAP.

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 has further limitations as an analytical tool. Some of these
limitations are:

 •                    it does not reflect the Group's cash expenditures or future requirements for
                      capital expenditure or contractual commitments;
 •                    it does not reflect changes in, or cash requirements for, the Group's working
                      capital needs;
 •                    it does not reflect interest expense, or the cash requirements necessary to
                      service interest or principal payments, on the Group's debt;
 •                    it does not reflect share-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 does not reflect any cash requirements for such replacements;
 •                    it is 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.

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 last twelve months Adjusted
EBITDA. We use this non-GAAP financial measure to evaluate our financial
leverage. We present net debt to 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 a
substitute for, and should be used in conjunction with, GAAP financial ratios.
Other companies may calculate leverage ratios differently.

Leverage ratio including Snai is defined as net debt divided by LTM adjusted
EBITDA including Snai.

Free Cash Flow is defined as net cash provided by (used in) operating
activities less payments for property and equipment, intangible assets and
capitalized software. We believe that excluding these items from 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. 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 Free Cash Flow may differ from similarly titled
measures used by other companies, limiting their usefulness as a comparative
measure.

Adjusted depreciation is defined as depreciation and amortization excluding
amortization of acquired intangibles.

 

Condensed Consolidated Balance Sheets

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

                                                                               June 30,       December 31,
                                                                               2025           2024
 Current assets:
 Cash and cash equivalents                                                     1,691          1,531
 Cash and cash equivalents - restricted                                        79             48
 Player deposits - cash and cash equivalents                                   1,745          1,930
 Player deposits - investments                                                 30             130
 Accounts receivable, net                                                      161            98
 Prepaid expenses and other current assets                                     665            607
 Asset held for sale                                                           23             -
 Total current assets                                                          4,394          4,344
 Investments                                                                   7              6
 Property and equipment, net                                                   602            493
 Operating lease right-of-use assets                                           562            507
 Intangible assets, net                                                        7,545          5,364
 Goodwill                                                                      16,487         13,352
 Deferred tax assets                                                           182            267
 Other non-current assets                                                      95             175
 Total assets                                                                  29,874         24,508
 Liabilities, redeemable non-controlling interests and shareholders' equity
 Current liabilities:
 Accounts payable                                                              350            266
 Player deposit liability                                                      1,712          1,940
 Operating lease liabilities                                                   122            119
 Long-term debt due within one year                                            70             53
 Other current liabilities                                                     2,371          2,212
 Liability held for sale                                                       1              -
 Total current liabilities                                                     4,626          4,590
 Operating lease liabilities - non-current                                     486            428
 Long-term debt                                                                9,882          6,683
 Deferred tax liabilities                                                      1,093          605
 Other non-current liabilities                                                 1,145          935
 Total liabilities                                                             17,232         13,241
 Commitments and contingencies
 Redeemable non-controlling interests                                          2,236          1,808
 Shareholders' equity
 Ordinary share (Authorized 3,000,000,000 shares of €0.09 ($0.11) par value    36             36
 each; issued June 30, 2025: 176,370,705 shares; December 31, 2024:
 177,895,367 shares)
 Additional paid-in capital                                                    1,810          1,611
 Accumulated other comprehensive loss                                          (880)          (1,927)
 Retained earnings                                                             9,249          9,573
 Total Flutter Shareholders' Equity                                            10,215         9,293
 Non-controlling interests                                                     191            166
 Total shareholders' equity                                                    10,406         9,459
 Total liabilities, redeemable non-controlling interests and shareholders'     29,874         24,508
 equity

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss)

 ($ in millions except share and per share amounts)                              Three months ended June 30,
                                                                                 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 attributable to non-controlling interests and redeemable             12                      18
 non-controlling interests
 Adjustment of redeemable non-controlling interest to redemption value           (80)                    18
 Net income attributable to Flutter shareholders                                 105                     261
 Earnings per share
 Basic                                                                           0.59                    1.47
 Diluted                                                                         0.59                    1.45
 Other comprehensive income (loss), net of tax:
 Effective portion of changes in fair value of cash flow hedges                  (67)                    (10)
 Fair value of cash flow hedges transferred to the income statement              65                      12
 Changes in excluded components of fair value hedge                              (1)                     -
 Foreign exchange (loss) gain on net investment hedges                           (30)                    50
 Foreign exchange gain (loss) on translation of the net assets of foreign        778                     (60)
 currency denominated entities
 Fair value movements on available for sale debt instruments                     -                       1
 Other comprehensive income (loss)                                               745                     (7)
 Other comprehensive income (loss) attributable to Flutter shareholders          711                     (3)
 Other comprehensive income (loss) attributable to non-controlling interest and  34                      (4)
 redeemable non-controlling interest
 Total comprehensive income                                                      782                     290

 

Condensed Consolidated Statements of Cash Flows(1)

                                                                               Three months ended June 30,
 ($ in millions)                                                               2025                    2024
 Cash flows from operating activities
 Net income                                                                    37                      297
 Adjustments to reconcile net income to net cash from operating activities:
 Depreciation and amortization                                                 369                     272
 Change in fair value of derivatives                                           -                       (7)
 Non-cash interest expense, net                                                2                       17
 Non-cash operating lease expense                                              28                      33
 Unrealized foreign currency exchange (gain) loss, net                         (25)                    2
 Loss (gain) on disposals                                                      3                       (1)
 Share-based compensation - equity classified                                  70                      57
 Share-based compensation - liability classified                               2                       2
 Other expense (income), net                                                   81                      (91)
 Deferred tax benefit                                                          (17)                    (35)
 Loss on extinguishment                                                        14                      5
 Change in contingent consideration                                            -                       (3)
 Change in operating assets and liabilities:
 Player deposits                                                               104                     (2)
 Accounts receivable                                                           37                      (3)
 Prepaid expenses and other current assets                                     58                      19
 Accounts payable                                                              (90)                    (28)
 Other liabilities                                                             (53)                    (115)
 Player deposit liability                                                      (235)                   (59)
 Operating leases liabilities                                                  (26)                    (37)
 Net cash provided by operating activities                                     359                     323
 Cash flows from investing activities:
 Purchases of property and equipment                                           (37)                    (28)
 Purchases of intangible assets                                                (9)                     (40)
 Capitalized software                                                          (157)                   (84)
 Acquisitions, net of cash acquired                                            (2,688)                 (25)
 Cash settlement of derivatives designated in net investment hedge             17                      -
 Other advances                                                                9                       -
 Net cash used in investing activities                                         (2,865)                 (177)
 Cash flows from financing activities:
 Proceeds from issue of ordinary share upon exercise of options                3                       7
 Proceeds from issuance of long-term debt (net of transactions costs)          6,004                   1,045
 Repayment of long-term debt                                                   (3,130)                 (1,095)
 Distributions to non-controlling interests                                    (5)                     (6)
 Payment of contingent consideration                                           -                       -
 Repurchase of ordinary shares and taxes withheld and paid on employee share   (339)                   -
 awards
 Net cash provided by (used in) financing activities                           2,533                   (49)

 Net increase in cash, cash equivalents and restricted cash                    27                      97
 Cash, cash equivalents and restricted cash - Beginning of the period          3,393                   3,157
 Foreign currency exchange gain (loss) on cash and cash equivalents            95                      (19)
 Cash, cash equivalents and restricted cash - End of the period                3,515                   3,235

 Cash, cash equivalents and restricted cash comprise of:
 Cash and cash equivalents                                                     1,691                   1,526
 Cash and cash equivalents - restricted                                        79                      25
 Player deposits - cash & cash equivalents                                     1,745                   1,684
 Cash, cash equivalents and restricted cash - End of the period                3,515                   3,235

 Supplemental disclosures of cash flow information:
 Interest paid                                                                 126                     108
 Income tax paid (net of refunds)                                              231                     86
 Operating cash flows from operating leases                                    44                      43

 Non-cash investing and financing activities:
 Purchase of intangible assets with accrued expense(2)                         77                      -
 Capitalized software with accrued expense(2)                                  8                       -
 Purchase of property and equipment with accrued expense(2)                    8                       -
 Right of use assets obtained in exchange for new operating lease liabilities  9                       54
 Adjustments to lease balances as a result of remeasurement                    1                       (1)
 Business acquisitions (including contingent consideration)                    331                     2
 Repurchase of ordinary shares with accrued expense(2)                         11                      -
 Non-cash issuance of common stock upon exercise of options(2)                 29                      -
 Non-cash transaction costs on issuance of long-term debt(2)                   17                      -

 

 1.    The Condensed Consolidated Statements of Cash Flows for the three months ended
       June 30, 2025 is derived by subtracting the cash flows from the three months
       ended March 31, 2025 from the cash flows for the six months ended June 30,
       2025. As such it does not reflect the settlement of pre-existing relationships
       for which Flutter has recognized an asset.
 2.    Figures represent the closing position at the end of the reporting period and
       not the movement during the period

 

 

Reconciliations of non-GAAP financial measures

Adjusted EBITDA reconciliation

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

                                            Three months ended June 30,
 ($ in millions)                            2025                    2024
 Net income                                 37                      297
 Add back:
 Income taxes                               168                     53
 Other income (expense), net                74                      (89)
 Interest expense, net                      110                     108
 Depreciation and amortization              369                     272
 Share-based compensation expense           72                      59
 Transaction fees and associated costs (1)  19                      16
 Restructuring and integration costs (2)    70                      22
 Group Adjusted EBITDA                      919                     738

 Group Revenue                              4,187                   3,611
 Group Adjusted EBITDA Margin               21.9%                   20.4%

 

 1.    Fees primarily associated with (i) 2025 transaction costs related to Snaitech
       and NSX acquisitions; and (ii) 2024 advisory fees related to implementation of
       internal controls, information system changes and other strategic advisory
       related to the change in the primary listing of the Group.
 2.    Costs primarily relate to various restructuring and other strategic
       initiatives to drive synergies. The programs are expected to run until 2027.
       These actions include efforts to consolidate and integrate our technology
       infrastructure, back-office functions and relocate certain operations to lower
       cost locations. It also includes business process re-engineering cost,
       planning and design of target operating models for the Group's enabling
       functions and discovery and planning related to the Group's anticipated
       migration to a new enterprise resource planning system. The costs primarily
       include severance expenses, advisory fees and temporary staffing costs.

 

Adjusted net income attributable to Flutter shareholders

See below a reconciliation of Adjusted net income attributable to Flutter
shareholders to net income/ (loss), the most comparable GAAP measure.

                                                                      Three months ended June 30,
 ($ in millions)                                                      2025                    2024
 Net income                                                           37                      297
 Less:
 Transaction fees and associated costs                                19                      16
 Restructuring and integration costs                                  70                      22
 Amortization of acquired intangibles                                 209                     147
 Share-based compensation                                             72                      59
 Loss on settlement of long-term debt                                 14                      5
 Financing related fees not eligible for capitalization               1                       -
 Fair value (gain) / loss on derivative instruments                   -                       (7)
 Fair value (gain) / loss on contingent consideration                 -                       (3)
 Fair value (gain) / loss on Fox Option Liability                     81                      (91)
 Fair value (gain) / loss on Investment                               -                       -
 Tax impact of above adjustments(1)                                   (45)                    (42)
 Adjusted net income                                                  458                     403
 Less:
 Net income attributable to non-controlling interests and redeemable  12                      18
 non-controlling interests(2)
 Adjustment of redeemable non-controlling interest(3)                 (80)                    18
 Adjusted net income attributable to Flutter shareholders             526                     367
 Weighted average number of shares                                    179                     180

 

 1.    Tax rates used in calculated adjusted net income attributable to Flutter
       shareholders is the statutory tax rate applicable to the geographies in which
       the adjustments were incurred.
 2.    Represents net loss attributed to the non-controlling interest in Sisal and
       the redeemable non-controlling interest in FanDuel, MaxBet, Junglee and NSX
 3.    Represents the adjustment made to the carrying value of the redeemable
       non-controlling interests in Junglee and MaxBet to account for the higher of
       (i) the initial carrying amount adjusted for cumulative earnings allocations,
       or (ii) redemption value at each reporting date through retained earnings.

 

Adjusted earnings per share reconciliation

See below a reconciliation of adjusted earnings per share to diluted earnings
per share, the most comparable GAAP measure.

                                                         Three months ended June 30,
 $                                                       2025                    2024
 Earnings per share to Flutter shareholders              0.59                    1.45
 Add/ (Less):
 Transaction fees and associated costs                   0.11                    0.09
 Restructuring and integration costs                     0.39                    0.12
 Amortization of acquired intangibles                    1.17                    0.82
 Share-based compensation                                0.40                    0.33
 Loss on settlement of long-term debt                    0.08                    0.03
 Financing related fees not eligible for capitalization  0.01                    -
 Fair value (gain) / loss on derivative instruments      -                       (0.04)
 Fair value (gain) / loss on contingent consideration    -                       (0.02)
 Fair value (gain) / loss on Fox Option Liability        0.45                    (0.51)
 Fair value (gain) / loss on Investment                  -                       -
 Tax impact of above adjustments                         (0.25)                  (0.23)
 Adjusted earnings per share                             2.95                    2.04

 

Last twelve months adjusted EBITDA

See below a reconciliation of LTM adjusted EBITDA to net income for the year
ended December 31, 2024.

 

 ($ in millions)                        Year ended December 31, 2024  Six months ended June 30, 2024  Six months ended June 30, 2025  Twelve months ended June 30, 2025

 Unaudited
 Net income                             162                           120                             372                             414
 Add back:
 Income taxes                           (146)                         68                              187                             (27)
 Other expense (income), net            434                           85                              (142)                           207
 Interest expense, net                  419                           220                             195                             394
 Depreciation and amortization          1,097                         569                             663                             1,191
 Share-based compensation expense       202                           100                             129                             231
 Transaction fees and associated costs  54                            45                              20                              29
 Restructuring and integration costs    135                           45                              111                             201
 LTM adjusted EBITDA                    2,357                         1,252                           1,535                           2,640
 Net debt                                                                                                                             8,522
 Leverage ratio                                                                                                                       3.2x

 

See below a reconciliation of LTM adjusted EBITDA including Snai to net income
for the year ended December 31, 2024. These figures have been adjusted to
include the relevant amounts for Snai during the pre-acquisition period as
though it formed part of the Group since July 1, 2024.

 ($ in millions)                                                             Twelve months ended June 30, 2025

 Unaudited
 Net income for Fiscal 2024                                                  162
 Less: Net income for six months ended June 30, 2024                         (120)
 Add: Net income for six months ended June 30, 2025                          372
 LTM net income                                                              414
 Snai's net income for the ten months ended April 30, 2025                   73
 LTM net income including Snai                                               487

 Transaction costs                                                           (17)
 Interest expense                                                            (137)
 Additional amortization expense (net of deferred tax impact)                (64)
 Reversal of previous PPA amortization expense (net of deferred tax impact)  12
 LTM adjusted net income including Snai                                      281

 Add:
 Income taxes                                                                8
 Other expense, net                                                          210
 Interest expense, net                                                       526
 Depreciation and amortization                                               1,319
 Share-based compensation expense                                            275
 Transaction fees and associated costs                                       52
 Restructuring and integration costs                                         201
 LTM adjusted EBITDA including Snai                                          2,872
 Net debt                                                                    8,522
 Leverage ratio including Snai                                               3.0x

 

Net debt reconciliation

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

 ($ in millions)                                                             As of          As of

                                                                             June 30,       December 31,

                                                                              2025           2024
 Long-term debt                                                              9,882          6,683
 Long-term debt due within one year                                          70             53
 Total Debt                                                                  9,952          6,736

 Add:
 Transactions costs, premiums or discount included in the carrying value of  86             52
 debt
 Less:
 Unrealized foreign exchange on translation of foreign currency debt (1)     175            (97)
 Cash and cash equivalents                                                   (1,691)        (1,531)
 Net Debt                                                                    8,522          5,160

 

 1.     Representing the adjustment for foreign exchange that is
 economically hedged as a result of our cross-currency interest rate swaps to
 reflect the net cash outflow on maturity.

 

Free Cash Flow reconciliation

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

                                            Three months ended June 30,
 ($ in millions)                            2025                    2024
 Net cash provided by operating activities  359                     323
 Less cash impact of:
 Purchases of property and equipment        (37)                    (28)
 Purchases of intangible assets             (9)                     (40)
 Capitalized software                       (157)                   (84)
 Free Cash Flow                             156                     171

 

Constant currency growth rate reconciliation

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

 ($ millions except percentages)  Three months ended June 30,
 Unaudited                        2025   2024   YOY         2025       2024   YOY
                                                            FX impact  CC     CC
 Revenue
 US                               1,791  1,527  +17%        (2)        1,525  +17%
 International                    2,396  2,084  +15%        64         2,148  +12%
 Group                            4,187  3,611  +16%        62         3,673  +14%

 Adjusted EBITDA
 US                               400    260    +54%        (3)        257    +56%
 International                    591    523    +13%        16         539    +10%
 Unallocated corporate overhead   (72)   (45)   +60%        (5)        (49)   +46%
 Group                            919    738    +25%        9          747    +23%

 

See below a reconciliation of other reported constant currency revenue growth
rates to nominal currency

growth rates.

 

                                   Three months ended June 30, 2025
 Unaudited                         YoY          YoY          YoY
                                   Nom          FX impact    CC
 International sportsbook revenue  +4%          +2%          +2%
 International iGaming revenue     +27%         +4%          +23%
 UKI sportsbook revenue            (12)%        +5%          (17)%
 UKI iGaming revenue               +17%         +7%          +10%
 SEA sportsbook revenue            +64%         +7%          +57%
 SEA iGaming revenue               +70%         +3%          +67%
 APAC sportsbook revenue           +3%          (3)%         +6%
 APAC iGaming revenue              +24%         (3)%         +27%
 CEE sportsbook revenue            (15)%        +4%          (19)%
 CEE iGaming revenue               +13%         +3%          +10%

 International adjusted EBITDA     +13%         +3%          +10%

 

 

International revenue by region

 ($ millions except percentages)  Three months ended June 30,
 Unaudited                        2025    2024    YoY     YoY        YoY
                                                  Nom     FX impact  CC
 UK and Ireland                   936     928     +1%     +6%        (5)%
 Southern Europe and Africa       657     390     +68%    +5%        +63%
 Asia Pacific                     402     385     +4%     (3)%       +7%
 Central and Eastern Europe       138     128     +8%     +3%        +5%
 Brazil                           44      18      +144%   (31)%      +175%
 Other regions                    219     235     (7)%    +2%        (9)%
 Total segment revenue            2,396   2,084   +15%    +3%        +12%

 

Reconciliation of supplementary non GAAP information: Adjusted depreciation
and amortization

 ($ millions)                                Three months ended June 30, 2025                Three months ended June 30, 2024
 Unaudited                                   US         Intl       Corp       Total          US         Intl       Corp       Total
 Depreciation and Amortization               34         324        11         369            28         236        8          272
 Less: Amortization of acquired intangibles  (4)        (205)      -          (209)          (4)        (143)      -          (147)
 Adjusted depreciation and amortization(1)   30         118        11         160            24         93         8          125

 

 1.     Adjusted depreciation and amortization is defined as depreciation
 and amortization excluding amortization of acquired intangibles

 

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