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 CORRESP

 Simpson Thacher & Bartlett LLP
 900 G STREET , NW
 WASHINGTON , D . C . 20001

 TELEPHONE :
 +1-202-636-5500
 FACSIMILE :
 +1-202-636-5502

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 +1-202-636-5804

 E-mail Address
 jbonnie@stblaw.com

 May 27, 2025
 VIA EDGAR

 Re:
 Flutter Entertainment plc
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-37403
 Ms. Megan Masterson Division of Corporation Finance
 Securities and Exchange Commission 100 F Street, N.E.
 Washington, D.C. 20549 Dear Ms. Masterson:
 On behalf of Flutter Entertainment plc (“Flutter”), we are providing the following in response to the comments of the staff of the
Securities and Exchange Commission (the “Staff”) set forth in your letter, dated April 22, 2025, regarding the Company’s above-referenced filing. To assist your review, we have retyped the text of the Staff’s comments in
italics below. Please note that all references to page numbers in our responses refer to the page numbers of Flutter’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). The responses and information described below are based upon information provided to us by Flutter.
 BEIJING  BRUSSELS  HONG KONG  HOUSTON  LONDON  LOS ANGELES  PALO ALTO  SÃO PAULO  TOKYO
 WASHINGTON, D.C.

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 Form 10-K for the Fiscal Year Ended December 31, 2024
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Operating Results Fiscal 2024 Compared to Fiscal 2023,
page 80

 1.
 In your discussion of Group and segment results, you cite multiple factors as impacting your results of
operations but provide little quantification of the contribution of each factor to the material changes in the various line items discussed. For example, your discussion of Group general and administrative expenses and your discussions of Adjusted
EBITDA for each of your segments beginning on page 84 refer to various factors; however, you do not quantify the impact of these factors. Where a material change is attributed to two or more factors, including any offsetting factors, please revise
to quantify the contribution of each factor. Refer to Item 303(b) of Regulation S-K.
 Flutter acknowledges the Staff’s comment. In all future filings commencing with Flutter’s Form
 10-Q for the quarter ended June 30, 2025, where two or more factors contribute to a material change in the operating results between comparative financial periods, Flutter will quantify each material
factor that contributed to the change, including offsetting factors where possible. Flutter will provide either a percentage or dollar amount to quantify the extent of the contributing factor to each material change.
 The following is an example of Flutter’s intended disclosure based on an illustrative revision of its disclosure in the Form 10-K to quantify the extent of the contributing factor to each material change by reference to a percentage or dollar amount.
 Group operating results
 General and administrative expenses increased by 13%, to $1,808 million for fiscal 2024 from $1,596 million for fiscal 2023. The
increase in general and administrative expenses included was primarily as a result of (i) the continued expansion of our U.S. business;
 (i i ) an increase of $58 million in integration costs and advisory fees related to activities associated with the change in the
primary listing of the Group and (ii) an increase of $117 million in labor costs due to greater investment in the Group’s workforce as we continued the expansion of our U.S.
business .

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 U.S. segment adjusted EBITDA
 Adjusted EBITDA for the U.S. was $507 million for fiscal 2024, a $275 million increase compared to fiscal 2023. Adjusted EBITDA
Margin improved to 8.7% for fiscal 2024 from 5.3% in fiscal 2023. These improvements were driven by (i) an increase in revenue of $1,394 million as a result of the factors above; and
(ii) a decrease of 4.1% in sales and marketing expenses as a percentage of revenue due to significant economies of scales achieved in sales and marketing expenses through continued disciplined player acquisition investment in
existing states, partly offset by (i) a 70 basis point impact of adverse sports results on revenue; (ii) increased taxes of $39 million in Illinois, prior to any
mitigation which came into effect from July 1, 2024; (iii) increased sales and marketing expenses for new state launches; and (iv) an increase of 38% (or $74 million) in technology, research and
development expenses and 34% (or $98 million) in general and administrative expenses reflecting the investment to scale our product, and technology and operational capabilities.
 UKI segment adjusted EBITDA
 Adjusted EBITDA was $1,117 million in fiscal 2024, a 23% increase from $911 million for fiscal 2023. Adjusted EBITDA Margin increased
by 110 basis points to 31.0%. The improvements were driven by (i) an increase in revenue of $551 million as a result of the factors above; and (ii) a reduction in cost of sales as a
percentage of revenue from 36.5% in fiscal 2023 to 35.8% in fiscal 2024 and research and development expenses as a percentage of revenue from 5.1% in fiscal 2023 to 4.5% in fiscal 2024.
 International segment adjusted EBITDA
 Adjusted EBITDA for International was $653 million for fiscal 2024, a 16% increase from $562 million for fiscal 2023. Adjusted EBITDA
Margin increased by 60 basis points to 20% for fiscal 2024. These increases were primarily driven by (i) the increase in revenue of $365 million as a result of the factors above; (ii) cost
savings from the closure of FOX Bet in August 2023 , which resulted in adjusted EBITDA improvement of $46 million and a decrease of $32 million in research and
development expenses from the optimization of the PokerStars business model; and (iii) a one-off credit of $18 million from a historic legal case.
 Australia segment adjusted EBITDA
 Adjusted EBITDA for Australia was $295 million for fiscal 2024, a 17% decrease from $357 million in fiscal 2023. Adjusted EBITDA
Margin decreased 360 basis points to 21.1%. The period-on-period movement reflected the decrease in revenue of $52 million
as a result of the factors above and the impact of increased taxes in Victoria of $22 million.

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 2.
 We note in your discussion of the changes in income tax benefit(expense) that the movement is partially due
to the tax impact of discrete adjustments. Please tell us what those discrete adjustments are and revise in future filings to discuss and quantify any material discrete items that impacted taxes.
 Flutter respectfully acknowledges the Staff’s comment. In all future filings, commencing with its Form
 10-Q for the quarter ended June 30, 2025, Flutter will discuss in greater detail the material items that impacted the change in income tax benefit (expense) compared to the prior period. The item referred
to as the “tax impact of discrete adjustments” in the Form 10-K was the tax benefit related to a combination of immaterial
 out-of- period adjustments, and return-to-provision adjustments which Flutter has
clarified in the illustrative proposed disclosure below. To facilitate the Staff’s review, below is Flutter’s proposed
disclosure using 2024 for illustrative purposes, which has been marked to show changes from the disclosures included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K: “Income tax benefit (expense) increased by $266 million to $146 million of income
tax benefit for fiscal 2024 from $120 million income tax expense for fiscal 2023. The movement is primarily due to the change in valuation allowance, mainly related to the
 $246 million release in U.S. federal and state deferred tax assets , the $52 million tax benefit related to a combination of immaterial out-of-period and return-to-provision adjustments recognized in fiscal 2024, as
well as the change in amount and jurisdictional mix of profits in which the Group has a taxable presence and tax impact of discrete adjustments .”

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 May 27, 2025
 Consolidated Financial Statements
 Note 3. Segments and Disaggregation of Revenue, page 118

 3.
 We note your disclosure on page 158 that effective from the first quarter of 2025 the company will have two
reportable segments: U.S. and International. Please describe the organizational and internal reporting changes that led to this change in reportable segments including whether you have two or four operating segments. Also, please address the
following:

 •

 If you now have two operating segments, tell us what financial or other information, if any, the CODM receives
for UKI, International or Australia and explain how you determined that these geographic markets no longer meet the definition of an operating segment in ASC 280-10-50-1.

 •

 If you continue to have four operating segments but now aggregate UKI, International and Australia into one
reportable segment provide us with a detailed analysis explaining how you determined that these operating segments meet the aggregation criteria in ASC
 280-10-50-11.
 Flutter respectfully acknowledges the Staff’s comment. Flutter confirms that it now has two operating segments based on the analysis set
out in the response and that it therefore has not needed to consider the aggregation criteria in ASC 280-10-50-11.
 The following provides information on the organizational and internal reporting changes that led to the change in Flutter’s operating
segments during the first quarter of 2025, including the financial and other information received by the CODM, and Flutter’s conclusion under ASC 280, Segment Reporting, that its UKI, International and Australia legacy divisions no longer
individually meet the definition of operating segments. Organizational and internal reporting changes
 Prior to the first quarter of 2025, Flutter had identified four operating and reporting segments namely, U.S., International, UKI and
Australia, which are referred to as “legacy divisions” in this response to the Staff’s comment. Towards the end of the third quarter and through the first half of the fourth quarter of 2024, Flutter undertook a strategic review of its
operational model in light of its long-term growth strategy and determined that it was time to evolve its operational model. Some of the key drivers for the change in operational model were as follows:

 •

 As Flutter pursued its strategy, the divisional model that existed prior to the first quarter of 2025 was
becoming unbalanced. As FanDuel continues to grow in the United States, there is an increasing disparity in size in terms of revenue when compared to other legacy divisions. Further, Flutter’s focus on growing outside the United States through
the announced acquisition of Snaitech in Italy would result in its Italian business within the legacy International division being of similar size and scale when compared to its legacy UKI division. To achieve its growth strategy, Flutter expects to
undertake further merger and acquisition activity, which would see the legacy International and U.S. divisions further diverge from its legacy UKI and Australia divisions in size and scale.

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 Flutter’s U.S. listing on the New York Stock Exchange became its primary listing venue, and its operational
headquarters were relocated to the United States in 2024. These changes, coupled with the growth of FanDuel, caused its legacy divisions to no longer be aligned with investors’ desire to see a US/non-US
split of financial and non-financial information.

 •

 Flutter’s technology integration initiatives were resulting in technology
 co-dependence and alignment between brands and platforms, which was driving the need to align management with technology responsibility.

 •

 Flutter’s Board of Directors desired to create further clarity around the Group Chief Executive Officer
(CEO)’s succession and to elevate talent to succeed other key individuals, which drove a need for a smaller executive committee composed of the Group CEO, the CEO of the U.S. division, the CEO of the International division, Flutter’s Chief
Operating Officer, Flutter’s Chief Financial Officer and Flutter’s General Counsel (collectively, the Executive Committee) and reporting directly to the Group CEO. The CEOs of the legacy UKI and Australia divisions, Flutter’s Chief
People Officer and Flutter’s Chief Information Officer no longer directly report to the Group CEO following the internal reorganization.
 Based on a review of the above factors, Flutter determined to simplify its organizational design in order to support its customers and growth
ambitions. Effective January 1, 2025, Flutter has two divisions: U.S. - led by Amy Howe (CEO of the U.S. Division) and a new Flutter International division - led by Dan Taylor (CEO of the International Division). The division CEOs are
accountable to Flutter’s CEO for the operating activities, development of plans, budgeting, and the financial results of their respective divisions.
 The new International Division is comprised of five regions led by CEOs who report to the CEO of the International Division for the operating
activities, development of plans, budgeting and financial result of their respective region as follows:

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 UK & Ireland (UKI) – which includes Sky Betting & Gaming, Paddy Power, Betfair and
tombola, as well as PokerStars outside Italy and Betfair International, and is led by Kevin Harrington (CEO UKI);

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 Asia-Pacific (APAC) – which includes Sportsbet and Junglee Games and is led by Barni Evans (CEO APAC);

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 Southern Europe & Africa (SEA) – which includes Sisal, Snai as well as PokerStars in these markets,
and is led by Francesco Durante (CEO SEA);

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 Central & Eastern Europe (CEE) – which includes MaxBet, Adjarabet and Singular, led by Irakli
Asanishvili (CEO CEE); and

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 Brazil – which will be formed on completion of the NSX acquisition, in combination with Flutter’s
existing Betfair Brazil business, and will be led by João Studart (CEO Brazil). On November 18, 2024, Peter
Jackson (Group CEO) made a group-wide announcement informing employees about the change from four divisions to two divisions as detailed above, effective from January 1, 2025. He also announced changes to the composition of the Executive
Committee that reports directly to him as detailed above, along with the departure of Ian Brown, CEO of the legacy UKI division, and the retirement of Padraig O’Riordain, Flutter’s former General Counsel, in April. Don Liu succeeded
Padraig O’Riordain as General Counsel in May. The change in internal reporting structure also resulted in a change in the
identification of the CODM and the monthly reporting package provided to the CODM as described below. Identification of CODM
 Prior to the organizational and internal reporting changes described above, Flutter determined that the role of CODM was fulfilled
by its Group CEO and Group Chief Financial Officer. As part of the organizational and internal reporting change, the composition of the Executive Committee was reviewed, resulting in a smaller more focused group of six individuals compared to the
previous broader composition of ten. The role of the Group Chief Financial Officer, who reports to the Group CEO, was also reviewed in the context of this streamlined Executive Committee. In consideration of the Board of Directors’ directive to
simplify the organization design, a decision was made that effective January 1, 2025, the Group CEO