SecProbe.io

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 June 3, 2025

Robert Coldrake
Chief Financial Officer
Flutter Entertainment plc
300 Park Ave South
New York, New York 10010

 Re: Flutter Entertainment plc
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-37403
Dear Robert Coldrake:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Don Liu
</TEXT>
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CORRESP
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 filename1.htm

 CORRESP

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

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

 Direct Dial Number
 +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.

 Simpson Thacher & Bartlett LLP

 Flutter Entertainment plc

 -
 2
-

 May 27, 2025
 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 .

 Simpson Thacher & Bartlett LLP

 Flutter Entertainment plc

 -
 3
-

 May 27, 2025
 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.

 Simpson Thacher & Bartlett LLP

 Flutter Entertainment plc

 -
 4
-

 May 27, 2025

 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 .”

 Simpson Thacher & Bartlett LLP

 Flutter Entertainment plc

 -
 5
-

 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.

 Simpson Thacher & Bartlett LLP

 Flutter Entertainment plc

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 6
-

 May 27, 2025

 •

 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:

 •

 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);

 Simpson Thacher & Bartlett LLP

 Flutter Entertainment plc

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 May 27, 2025

 •

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

 •

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

 •

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

 •

 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

CORRESP
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 [FLUTTER ENTERTAINMENT PLC LETTERHEAD]
 May 13, 2025 VIA EDGAR
 Ms. Megan Masterson Division of Corporation Finance
 Securities and Exchange Commission 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Flutter Entertainment plc
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-37403
 Dear Ms. Masterson: On behalf of Flutter
Entertainment plc (the “Company”), the undersigned hereby acknowledges receipt of the letter, dated April 22, 2025, from the staff of the Securities and Exchange Commission containing comments to the filing referenced above. Due to
the additional time required to prepare thorough and sufficient responses to the comments, the Company respectfully requests an extension of the deadline for its responses. The Company currently expects to respond on or before May 27, 2025.
 If you have any questions, please do not hesitate to contact the Company’s counsel, Joshua Ford Bonnie of Simpson Thacher &
Bartlett LLP, by phone at 202-636-5804 or by email at jbonnie@stblaw.com.

 Sincerely,

 /s/ Rob Coldrake

 Rob Coldrake

 Chief Financial Officer

 cc:
 Christine Dietz – Securities and Exchange Commission
 Don H. Liu – Flutter Entertainment plc
 Joshua Ford Bonnie – Simpson Thacher & Bartlett LLP

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<TEXT>
 April 22, 2025

Robert Coldrake
Chief Financial Officer
Flutter Entertainment plc
300 Park Ave South
New York, New York 10010

 Re: Flutter Entertainment plc
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-37403
Dear Robert Coldrake:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

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.
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.
 April 22, 2025
Page 2

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.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Megan Masterson at 202-551-3407 or Christine Dietz at
202-551-3408
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
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CORRESP
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CORRESP

 Flutter Entertainment plc

Belfield Office Park, Beech Hill Road

Clonskeagh, Dublin 4, D04 V972

Ireland

 January 22, 2024

VIA EDGAR

Re:
 Flutter Entertainment plc

Registration Statement on Form 20-F

File No. 001-37403

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Austin Pattan, Esq.

 Ladies and Gentlemen:

Pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2
thereunder, Flutter Entertainment plc (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 10:00 am, Washington D.C. time, on
January 26, 2024, or as soon as possible thereafter.

 Please contact Josh Bonnie at (202)
636-5804 or Jon Ozner at (212) 455-2632, of Simpson Thacher & Bartlett LLP, counsel to the Company, when the Registration Statement has been declared effective
and if you have any questions.

 [Signature Page Follows]

Very truly yours,

FLUTTER ENTERTAINMENT PLC

 /s/ Edward Traynor

Name:

Edward Traynor

Title:

General Counsel and Corporate Secretary

 [Signature Page to
Acceleration Request]

CORRESP
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CORRESP

 900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:
+1-202-636-5500

FACSIMILE:
+1-202-636-5502

 Direct Dial Number

+1-202-636-5804

 E-mail Address

 jbonnie@stblaw.com

 January 18, 2024

VIA EDGAR

Re:
 Flutter Entertainment plc

 Amendment No. 1 to

 Registration Statement on Form 20-F

 Filed January 18, 2024

 File No. 001-37403

Austin Pattan, Esq.

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Mr. Pattan:

On behalf of Flutter Entertainment plc (“Flutter”), we hereby transmit via EDGAR for filing with the Securities and Exchange
Commission (the “Commission”) Amendment No. 1 to the Registration Statement on Form 20-F (“Amendment No. 1”) relating to the registration of its ordinary shares, marked to show
changes from the Registration Statement filed on January 11, 2024. Amendment No. 1 has been revised to include the additional disclosure under “Item 5. Operating and Financial Review and Prospects—A. Operating
Results—Trading Updates—Trading Update for the Three Months Ended December 31, 2023.”

*                *
         *                *                *

Simpson Thacher & Bartlett LLP

 Flutter Entertainment plc

 -
 2
-

January 18, 2024

 Please do not hesitate to call me at (202) 636-5804
or Jonathan Ozner at (212) 455-2632 with any questions you may have regarding this filing or if you wish to discuss the above.

Very truly yours,

/s/ Joshua Ford Bonnie

Joshua Ford Bonnie

cc:
 Securities and Exchange Commission

Kathleen Collins

 Matthew Derby

 Joyce Sweeney

 Flutter
Entertainment plc

 Peter Jackson

Pádraig Ó Ríordáin

CORRESP
1
filename1.htm

CORRESP

 900 G STREET, NW

WASHINGTON, D.C. 20001

 TELEPHONE: +1-202-636-5500

 FACSIMILE: +1-202-636-5502

 Direct Dial Number

 +1-202-636-5804

 E-mail Address

jbonnie@stblaw.com

 January 11,
2024

 VIA EDGAR

Re:

Flutter Entertainment plc

Amendment No. 2 to

Draft Registration Statement on Form 20-F

Submitted December 29, 2023

CIK No. 0001635327

 Austin Pattan, Esq.

 Division of
Corporation Finance

 Securities and Exchange Commission

 100
F Street, N.E.

 Washington, D.C. 20549

 Dear
Mr. Pattan:

 On behalf of Flutter Entertainment plc (“Flutter”), we hereby transmit via EDGAR for filing with the
Securities and Exchange Commission (the “Commission”) a Registration Statement on Form 20-F (the “Registration Statement”) relating to the registration of its ordinary shares, marked to
show changes from Amendment No. 2 to the Draft Registration Statement confidentially submitted on December 29, 2023 (“Amendment No. 2”). The Registration Statement has been revised in response to the Staff’s comment, to
reflect that it has been filed rather than confidentially submitted and to reflect certain other changes.

Simpson Thacher & Bartlett LLP

 Flutter Entertainment plc

-2-

January 11, 2024

 In addition, we are providing the following response to your comment letter, dated
January 8, 2024, regarding Amendment No. 2. To assist your review, we have retyped the text of the Staff’s comment in italics below. Please note that all references to page numbers in our responses refer to the page numbers of the
Registration Statement. The response and information described below are based upon information provided to us by Flutter.

 Amendment No. 2 to
Draft Registration Statement on Form 20-F

 Item 5. Operating and Financial Review and Prospects

Key Operational Metrics, page 85

1.
 We note your revised disclosure in response to prior comments 2 and 3. Please address the following:

•

 Revise to clarify whether the example of a player using multiple products within one brand in a division (or
within multiple brands within a division that use the same data platform) would result in the sum of AMPs for product categories that is greater than the total AMPs for the division and Group.

•

 Revise to clarify your reference to “each product category” in the example of a
player that uses one product in two different brands in a division that uses different data platforms would count as one AMP for each product category used and two total AMPs for the applicable division and the Group as a
whole. In this regard, you refer to only one product category in this example.

•

 Revise to provide an example of a player that uses multiple products within one brand in multiple divisions,
such as what seems possible with the Betfair brand in the UK&I and International divisions.

•

 Where you present AMP information that includes duplicate player counts, revise to clearly indicate as such.
For example, you disclose AMPs for each product category on pages 62 and 92 that includes duplicate player counts.

•

 Alternatively, revise to disclose AMPs by product category excluding duplicate player counts or explain
further why you are unable to provide such information, which would ensure consistency throughout your filing.

•

 Considering the differences between the sum of AMPs by product category for each division and the total AMPs
for each division excluding identified duplicate players, explain your basis for concluding that the extent of such duplication is not material and “primarily” relates to your UK&I division. For example, we note for the six months
ended June 30, 2023, total AMPs by product for the U.S. division of 3,662,000 exceeds total U.S. AMPs excluding duplicate accounts of 3,119,000 by approximately 15%.

Simpson Thacher & Bartlett LLP

 Flutter Entertainment plc

-3-

January 11, 2024

•

 Revise footnote (1) to the table on page 92 to clarify what is meant by Total Group AMPs
excludes identified duplicate players. In this regard, explain that the AMPs for each product category includes the duplicate player information and that the Total Group AMPs in the table is not a sum total of the product category AMPs as this may
not otherwise be overly evident. Similar revisions should be made to the breakdown of AMPs by product category within each division beginning on page 97.

Flutter has revised pages 85 and 86 to address the matters identified in the first, second, third and sixth bullet points of the Staff’s
comment. In response to the fourth and fifth bullet points of the Staff’s comment, Flutter has revised pages ii, 59, 62, 63, 64, 82, 84, 85, 91, 92, 93, 98, 100, 103 and 104 to indicate when AMPs information presented includes duplicate player
counts. Flutter has revised pages 93, 97, 98, 100 and 104 to address the matters identified in the seventh bullet point of the Staff’s comment.

*                *
         *                *                *

 Please do not hesitate to call me at (202) 636-5804 or Jonathan Ozner at (212) 455-2632 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

Very truly yours,

/s/ Joshua Ford Bonnie

Joshua Ford Bonnie

cc:
 Securities and Exchange Commission

    Kathleen Collins

    Matthew Derby

    Joyce Sweeney

 Flutter Entertainment plc

    Peter Jackson

    Pádraig Ó Ríordáin

United States securities and exchange commission logo
January 8, 2024
Peter Jackson
Chief Executive Officer
Flutter Entertainment plc
Belfield Office Park, Beech Hill Road
Clonskeagh, Dublin 4, D04 V972
Ireland
Re:Flutter Entertainment plc
Amendment No. 2 to Draft Registration Statement on Form 20-F
Submitted December 29, 2023
CIK No. 0001635327
Dear Peter Jackson:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
December 21, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form 20-F
Item 5. Operating and Financial Review and Prospects
Key Operational Metrics, page 85
1.We note your revised disclosure in response to prior comments 2 and 3. Please address the
following:
•Revise to clarify whether the example of a player using multiple products within one
brand in a division (or within multiple brands within a division that use the same data
platform) would result in the sum of AMPs for product categories that is greater than
the total AMPs for the division and Group.
•Revise to clarify your reference to " each product category" in the example of a player

 FirstName LastNamePeter Jackson
 Comapany NameFlutter Entertainment plc
 January 8, 2024 Page 2
 FirstName LastName
Peter Jackson
Flutter Entertainment plc
January 8, 2024
Page 2
that uses one product in two different brands in a division that uses different data
platforms would count as  one AMP for each product category used and two total
AMPs for the applicable division and the Group as a whole. In this regard, you refer
to only one product category in this example.
•Revise to provide an example of a player that uses multiple products within one
brand in multiple divisions, such as what seems possible with the Betfair brand in the
UK&I and International divisions.
•Where you present AMP information that includes duplicate player counts, revise to
clearly indicate as such. For example, you disclose AMPs for each product category
on pages 62 and 92 that includes duplicate player counts.
•Alternatively, revise to disclose AMPs by product category excluding duplicate
player counts or explain further why you are unable to provide such information,
which would ensure consistency throughout your filing.
•Considering the differences between the sum of AMPs by product category for each
division and the total AMPs for each division excluding identified duplicate players,
explain your basis for concluding that the extent of such duplication is not material
and "primarily" relates to your UK&I division. For example, we note for the six
months ended June 30, 2023, total AMPs by product for the U.S. division of
3,662,000 exceeds total U.S. AMPs excluding duplicate accounts of 3,119,000 by
approximately 15%.
•Revise footnote (1) to the table on page 92 to clarify what is meant by Total Group
AMPs excludes identified duplicate players. In this regard, explain that the AMPs for
each product category includes the duplicate player information and that the Total
Group AMPs in the table is not a sum total of the product category AMPs as this may
not otherwise be overly evident. Similar revisions should be made to the breakdown
of AMPs by product category within each division beginning on page 97.
            Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua Bonnie

United States securities and exchange commission logo
December 21, 2023
Peter Jackson
Chief Executive Officer
Flutter Entertainment plc
Belfield Office Park, Beech Hill Road
Clonskeagh, Dublin 4, D04 V972
Ireland
Re:Flutter Entertainment plc
Amendment No. 1 to Draft Registration Statement on Form 20-F
Submitted December 6, 2023
CIK No. 0001635327
Dear Peter Jackson:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
November 16, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Business Overview, page 57
1.We note your response to prior comment 6. Please revise to clarify whether any aspects of
your Positive Impact Plan are required to be implemented by management, or if there are
any specific milestones or actions that must be taken in order to achieve the stated
goals. If not, please revise to clearly state as such.
Item 5. Operating and Financial Review and Prospects
Key Operational Metrics, page 84
2.Your revised disclosure in response to prior comment 4 states that multi-product players

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that use a single brand are not duplicated when determining total AMPs in each division
or the Group's total AMPs, and players that use multiple brands within a division would
be counted as an AMP for each brand that they use. Please revise to address the following:
•Identify the significant brands that cross multiple product categories and the related
product categories for each significant brand.
•Explain why you utilize a different methodology to count players that use multiple
brands within a division  and not multi-product players that use a single brand,
specifically clarifying the significance of brands in determining AMPs.
•Explain why duplicate counting of players that use multiple brands within a division
does not result in a difference between the aggregate of AMPs by geographic division
and total Group AMPs.
•In your response, provide us with examples of how players can be counted in your
AMPs measure based on product, brand and division to add context to your definition
of AMPs on page 58.
3.We note your response to prior comment 10. Please address the following regarding
AMPs:
•Revise to discuss the extent to which you use AMPs in managing your business,
across product categories, geographic divisions, and at the Group level.
•Explain what is meant by the reference in your response to "quantum" playing
individual products.
•Revise to quantify total Group AMPs for the prior comparable periods. In this regard
we note that you quantify the increases in AMPs as part of your discussion and
analysis of consolidated results on pages 90 and 91.
•In your response , provide us with the breakdown of AMPs between sportsbooks and
iGaming players by segment for each period presented, if available.
•Further explain to us why you believe providing such breakdown of AMPs would not
be meaningful for an understanding of your business. In this regard we note
discussion and quantification of the increase in AMPs in relation to iGaming
revenues for the U.S. geographic division on page 93.
4.Regarding your response to prior comment 10 as it relates to iGaming products, please
explain why the lack of variability of outcome causes staking information for iGaming to
be a less relevant metric. In your response, provide us with quantified information
of stakes or a similar metric for your iGaming products by geographic segment for each
period presented, to the extent available. In addition, tell us the net revenue margin or
similar measure for iGaming by geographic segment for each period presented, if
available.
Trends and Factors Affecting Our Future Performance, page 85
5.We note your revised disclosure in response to prior comment 3 that remediation actions
related your internal control over financial reporting are expected to be time-consuming
and put significant demands on the company's financial and operational resources. While
you state that you cannot provide an estimate of the costs expected to be incurred, please

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revise here to discuss, in qualitative terms, the impact of remediation if the related costs
are reasonably likely to be material. Refer to Item 5.D of Form 20-F.
General
6.We note your release of your third quarter trading update on your company website,
please include a discussion of your financial performance for this period in your
registration statement.
            Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua Bonnie

United States securities and exchange commission logo
November 16, 2023
Peter Jackson
Chief Executive Officer
Flutter Entertainment plc
Belfield Office Park, Beech Hill Road
Clonskeagh, Dublin 4, D04 V972
Ireland
Re:Flutter Entertainment plc
Draft Registration Statement on Form 20-F
Submitted October 20, 2023
CIK No. 0001635327
Dear Peter Jackson:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form 20-F
Overview, page ii
1.To provide further context to your disclosure regarding the Group’s financial growth
engine, please revise to clarify the time period over which you are discussing these
expectations in light of your current financial condition and results of operations for the
periods presented. In addition, address the following:
•When referring to "margins" and "profitability" clarify the specific measures to which
you are referring. To the extent you are referring to non-GAAP measures, ensure you
balance such disclosure with discussion of the comparable GAAP measures.
•Explain further your expectation for rapid U.S. growth to drive accretion in the
Group's profitability margin. In this regard, we note the U.S. segment experienced
significantly lower Adjusted EBITDA Margins compared to your other geographic
segments for the periods presented.

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•When you discuss the expectation of driving earnings per share growth, discuss your
net losses per share for the periods presented.
•Regarding expectation for "rapid deleveraging" discuss your current debt load and the
significant increase in borrowings from December 31, 2021 to December 31, 2022.
2.You state here and elsewhere that you are the world’s largest online sports betting and
iGaming operator. Please revise to disclose the basis for this statement.

Risk Factors
"In connection with our preparation for complying with the Sarbanes-Oxley Act, we have
identified deficiencies in our internal control...", page 47
3.We note you have identified material weaknesses in your internal control over financial
reporting. Please revise to disclose the timing of remediation activities and clarify what
remains to be completed in your remediation efforts. Also, disclose any material costs you
have incurred or expect to incur related to remediation.
Item 4. Information on the Company
B. Business Overview, page 57
4.Please reconcile the Average Monthly Players (AMPs) information provided on page 60
for your sportsbook, iGaming and Other products on page 60 to total AMPs discussed
elsewhere in the filing and explain any differences. For example, sportsbook, iGaming and
Other products AMPs disclosed on page 60 total 14.5 million at June 30, 2023 compared
to 12.3 million disclosed elsewhere (i.e. pages ii, 57 and 80).
5.We note your disclosure that you "intend to return to shareholders capital that cannot be
effectively deployed through organic investment or value creative M&A."  Please revise
to clarify whether you have any specific plans in place to return capital to shareholders
such as through dividends, share buybacks or other programs and the details of those
plans.
6.We note that your Positive Impact Plan strategy includes a "comprehensive DE&I
strategy", "corporate social responsibility initiatives", and plans to  "to reduce [y]our
environmental impact through...carbon reduction strategies and transition plans."  Please
revise here and elsewhere as appropriate to provide a more complete discussion regarding
each component of your Positive Impact Plan.  As part of your disclosure, discuss with
specificity what steps have been taken and plans implemented for each component.  To
the extent aspects of the Positive Impact Plan are aspirational in nature, please provide
appropriate disclosure.

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Item 5. Operating and Financial Review and Prospects
Non-GAAP Measures, page 82
7.You state that your non-GAAP measures of Adjusted EBITDA and Adjusted EBITDA
Margin enable a "better" comparison of your performance across periods and
provide visibility to the performance of your business by excluding the impact of certain
income or gains and expenses or losses. On page 98 you state that the exclusion of certain
items is "necessary to provide a full understanding" of your core operating results and as a
means to evaluate period-to-period results. Please revise to avoid statements that imply
your non-GAAP financial measures provide more meaningful information compared to
your GAAP financial measures. Also, describe why you believe excluding certain items
provides additional useful information for assessing the company’s performance.
8.When quantifying and discussing Adjusted EBITDA Margin for the consolidated Group,
please revise to disclose GAAP net loss margin with equal or greater prominence. In this
regard, revise the table on page 87 to include GAAP net loss margin information. Also,
revise your disclosures on pages 88 and 90 to include a discussion of GAAP net loss
margin and the factors impacting the change in such measure before your discussion of
Adjusted EBITDA Margin. Refer to Item 10(e)(1)(A) of Regulation S-K and Question
102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Key Operational Metrics, page 83
9.Please revise to clarify whether AMPs includes unique players or whether a player can be
counted more than once in this measure. Also, clarify whether AMPs includes players
who placed and/or wagered stake and/or contributed to rake or tournament fees using only
new player or player retention incentives, and if so, revise to quantify the impact of
including such players in this metric, if material. Refer to Item 5 of Form 20-F and
Section I of SEC Release No. 33-10751.
10.You refer to stakes and sportsbook net revenue margin as key operational metrics related
to your sportsbook products only, while AMPs includes players for both your sportsbooks
and iGaming products. Please address the following as it relates to your key operational
metrics:
•Provide us with a breakdown of AMPs between sportsbooks and iGaming players by
segment for each period presented. In an effort to add further context to your key
operational metrics, tell us your consideration to include this breakdown in the filing
or explain why you do not believe such information is necessary to an understanding
of your business.
•Tell us why you do not present stakes or similar metric for your iGaming products
and if available, provide us this information by segment for each period presented.
•Tell us, and revise to disclose, how you monitor your ability to grow player value for
your sportsbook products. For example, tell us your consideration to include

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measures such as amounts wagered per sportsbook player, revenue per sportsbook
player, etc.
•Similarly tell us how you monitor your ability to grow player value for
iGaming products or what measures besides AMPs you use for such products and
revise to include a quantified discussion of such metrics for each period presented.
item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders, page 126
11.Please disclose the natural persons that hold investment and/or voting power of the shares
owned by The Capital Group Companies, Inc., Caledonia (Private) Investments Pty
Limited, BlackRock Inc., and Parvus Asset Management Europe Limited. Refer to Item
7.A of Form 20-F.
Unaudited Condensed Consolidated Financial Statements
Note 18. Subsequent Events, page F-25
12.Please tell us when you recorded the acquisition of the redeemable noncontrolling interest
of Junglee Games, which you disclose was completed in July 2023. In this regard, we note
£75 million acquisition of redeemable non-controlling interests is included in
the Statements of Changes in Shareholders' Equity and Redeemable Non-Controlling
Interests for the six months ended June 30, 2023. In addition, disclose the date through
which you evaluated subsequent events and whether this was the date the financial
statements were issued or available to be issued. Refer to ASC 855-10-50-1.
Note 2. Summary of Significant Accounting Policies
Player deposits - cash and cash equivalents, page F-34
13.We note your disclosure that player deposits are held for customers and do not belong to,
and are not at the disposal of, the Group. Please revise to clarify whether the company has
legal ownership to player deposits. Also, tell us how you determined that the funds
collected as well as the player deposit liability should be reflected on your consolidated
balance sheet. Provide the accounting guidance considered to supports your conclusions.
Revenue recognition, page F-37
14.We note that sportsbook and iGaming revenues represent the net win or loss from a
sporting event or game, net of new player incentives and player retention incentives.
Please describe for us the nature and terms for both new player incentives and player
retention incentives and your determination that such incentives should be netted against
the respective revenues. As part of your response tell us the amount of player incentives
for each period presented, separately for the applicable sportsbook and iGaming revenues.
15.Please describe for us the various services provided for each of your draw based National
Numeric Totalizer Gaming (NTNG) and instant lottery games and the basis for
your determination that the services provided in such arrangements are a single

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performance obligation. In addition, describe for us your basis for recognizing revenue
upon execution of the draw for NTNG products and upon delivery of instant tickets to a
retailer for instant lottery games. In your response, please tell us the amount of
revenue generated from these lottery services for each period presented. Refer to ASC
606-10-25-19 and 25-30.
General
16.We note that your ADR currently trades on the OTC Markets under the symbol
"PDYPY." Please provide a discussion of the existence of such ADR where relevant.
17.We note that you received notice of a cybersecurity incident on August 15, 2023, and that
you “do not expect that this incident will have a material impact on our operations or
financial results.”  Please explain how you reached this conclusion or, to the extent you
have been materially impacted by a cybersecurity breach, please include a description of
the incident, costs, and other consequences in an appropriate risk factor.
            Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua Bonnie