COMMITMENTS AND CONTINGENCIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Guarantees The Group had uncommitted working capital overdraft facilities as of June 30, 2026 of $22 million (December 31, 2025: $22 million) with Allied Irish Banks p.l.c. These facilities are secured by a Letter of Guarantee from Flutter Entertainment plc. The Group has bank guarantees: (i) in favor of certain gaming regulatory authorities to guarantee the payment of player funds, player prizes, and certain taxes and fees due by a number of Group companies; and (ii) in respect of certain third-party rental and other property commitments, merchant facilities and third-party letter of credit facilities. The bank guarantees have various expected terms up to November 30, 2039; 23 of the bank guarantees are indefinite lived. The maximum amount of the guarantees as of June 30, 2026 was $636 million (December 31, 2025: $664 million). No claims had been made against the guarantees as of June 30, 2026 (December 31, 2025: nil). The guarantees are secured by counter indemnities from Flutter Entertainment plc and certain of its subsidiary companies. The value of cash deposits over which the guaranteeing banks hold security was $35 million as of June 30, 2026 (December 31, 2025: $39 million). Other purchase obligations The Group is a party to several non-cancelable contracts with vendors where the Group is obligated to make future minimum payments under the terms of these contracts as follows:
Legal Contingencies The Group is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business. The Group establishes an accrued liability for legal claims and indemnification claims when the Group determines that a loss is both probable and the amount of the loss can be reasonably estimated. The estimates are based on all known facts at the time and our assessment of the ultimate outcome. As additional information becomes available, the Group reassesses the potential liability related to our pending claims and litigation, which may also revise our estimates. The amount of any loss ultimately incurred in relation to these matters may be higher or lower than the amounts accrued. Due to the unpredictable nature of litigation, there can be no assurance that our accruals will be sufficient to cover the extent of our potential exposure to losses. Any fees, expenses, fines, penalties, judgments, or settlements which might be incurred by us in connection with the various proceedings could affect our results of operations and financial condition. Austrian and German player claims As previously reported, the Group has seen a number of player claims in Austria and Germany for reimbursement of historic gaming losses. The basis of these claims is rooted in the Group having provided remote services in Austria and Germany (outside of Schleswig-Holstein) from Maltese entities on the basis of multi-jurisdictional Maltese licenses, which the Group continues to believe is compliant in accordance with EU law. However, the Austrian Courts and certain German Courts consider the Group’s services non-compliant with their respective local laws. The Group strongly disputes the basis of these claims and judgments made by Austrian and German courts in awarding the player’s claims. An increasing number of German courts have ruled in our favor based on mainly procedural factors rather than the argument that the services from Malta were lawful in Germany. As of June 30, 2026, the Group has recorded an amount of €17 million ($19 million) within loss contingencies forming part of other current liabilities. It is reasonably possible that the actual losses could be in excess of the Group’s accrual. The Group is unable to estimate a reasonably possible loss or range of loss in excess of its accrual due to the complexities and uncertainty around the judicial process. In addition, there are further claims made against the Group amounting to €46 million ($52 million) as of June 30, 2026, the settlement of which is predicated on the merits of the case and whether the enforcement proceedings are successful in laying claim over the Group’s Maltese assets for settlement of these claims. The Group, based on advice from its legal counsel, believes such cross-border enforcement of judgments is in contravention to Maltese public policy and Regulation (EU) 1215/2012 and has not accrued any liability for these claims. The Group has filed countersuits before the Maltese Civil Court for setting aside these claims. The defendants have also filed garnishee orders with the Maltese Civil Court to attach the Group’s Maltese assets, some of which have already been declined by the Maltese Civil Court. Should the Maltese Courts decide in favor of the Group, the Group believes that there would be grounds for dismissal of all pending player claims instituted against the Group. Furthermore, during the six months ended June 30, 2026, a new claim by Austrian players was issued in Belgium, which included a claim for $27 million. While the Group believes that it has strong arguments, at this time, the Group is unable to reasonably estimate the likelihood of the outcome of these claims due to the complexities and uncertainty around the judicial process. Cybersecurity Incident As previously reported, the Group received notice in 2023 that certain customer and employee data was involved in the global incident involving the MOVEit file transfer software, which began when the third-party provider administering the software announced that it had identified a previously unknown vulnerability in MOVEit. The Group had previously used MOVEit to share data and manage file transfers similar to many companies globally. Once the Group was informed of the incident, the Group promptly undertook responsive measures, including restricting access to the affected application, launching an internal investigation in partnership with outside independent cybersecurity forensic consultants and notifying the relevant regulators and law enforcement agencies, as well as our employees and customers, impacted by the incident. Three US customers filed class action suits for US customers after the incident and later consolidated these into a single case. During the six months ended June 30, 2026, the Group entered into a settlement negotiation and as of June 30, 2026, the Group has recorded an immaterial provision (December 31, 2025: Nil) within loss contingencies forming part of other current liabilities, based on management’s best estimate of the expected settlement amount. Fast Code Class Action In January 2025, a class action was initiated on behalf of customers who placed losing bets on live sporting events using Sportsbet’s Fast Codes Service. The suit alleges that the Fast Codes Service did not comply with the Interactive Gambling Act (Cth) and consequently, that Sportsbet engaged in breach of contract, and / or misleading and deceptive conduct in offering it to customers. Sportsbet denies these allegations. The matter has progressed through key procedural stages, including formal mediation (as ordered by the court) in March 2026, but remains unresolved. The trial is scheduled to commence in August 2026. The Group remains confident in its position and intends to vigorously defend the matter. At this time, the Group cannot reasonably estimate potential losses, or a range thereof, and no loss contingency has been recorded for this matter. Goods and Services Tax (“GST”) rate applicable to operations in India As previously reported, Junglee and PokerStars India have been subject to investigations and notices from India’s Directorate General of Goods & Services Tax Intelligence (the “DGGI”) in relation to the historical characterization of real-money games of skill for Goods & Services Tax (“GST”) purposes. While both entities ceased offering real-money gaming in India following the enactment of the Promotion and Regulation of Online Gaming Act in August 2025; the retrospective assessment relates to the period from GST implementation in 2017 through to 2023. On May 27, 2026, the Supreme Court of India upheld the retrospective levy of 28%, determining that real-money games of skill constitute betting and gambling for GST purposes and therefore should have been taxed at the higher rate of 28%. Based on the Supreme Court's written judgment indicating deposits as the applicable tax base, the Group expects any final demand to be significantly lower than the ₹198.5 billion ($2.1 billion) previously disclosed, although the ultimate amount remains subject to the position taken by the Indian tax authorities, including with respect to interest, penalties, and applicable periods. As of the date of issue of these unaudited condensed consolidated financial statements, no final tax demand has been received. Having conducted a thorough review of the Group's exposure, including an assessment of the expected realizable value of the assets of Junglee and PokerStars India, the Group has recorded a provision of $62 million forming part of non-current liabilities. The provision reflects the Group's assessment of the potential exposure associated with this matter. The Group is closely monitoring developments, including the timing and content of any final tax demand, and will continue to evaluate its available legal options. Income tax dispute in relation to operations in Australia In May 2026, we received notices of amended assessments from the Australian Tax Office (“ATO”) relating to the valuation of intragroup royalties for fiscal years 2014 to 2021. The Group disputes the ATO’s amended assessment notices. In accordance with the ATO’s dispute resolution practices, the Group paid 50% of the assessed income tax (exclusive of interest and penalties) of $53 million (A$74 million) in the second quarter of 2026 to facilitate the formal appeal of the ATO’s assessment, with the balance of the assessments remaining unpaid pending final resolution of this matter. If the Group is ultimately successful, amounts prepaid to the ATO would be refunded. As of June 30, 2026, the payment has been recorded within “Other non-current assets” as a tax assessment deposit in the unaudited condensed consolidated balance sheets. The Group has not recognized any tax expense in relation to this matter. The Group does not expect to resolve this matter in the near term and will continue to reassess the recognition and measurement criteria of the position. Proposed tax assessments related to fantasy sports operations In August 2020, the Office of the Chief Counsel of the U.S. Internal Revenue Service (the “IRS”) issued a Generic Legal Advice Memorandum expressing the view that fantasy sports entry fees are wagers. Consistent with this view, in June 2026, the IRS issued Notices of Proposed Adjustments (“NOPAs”) proposing additional tax assessments for tax years 2018 to 2021. The proposed adjustments primarily relate to the IRS’s assertion that the Group had withholding tax obligations with respect to certain fantasy sports winnings, together with related information reporting matters, including, the alleged failure to timely or accurately furnish Forms W-2G. While the subsequent tax years remain open to possible examination by the IRS, the IRS has not yet proposed any adjustments for those years. The Group has been granted an extension to respond to the 30-day notice issued in connection with the NOPAs until September 2026. The Group disagrees with the IRS’s position and intends to pursue all available administrative and judicial remedies. As of the date of issue of these unaudited condensed consolidated financial statements, the Group has determined that it is not probable that the IRS’s position will ultimately be sustained, and as a result, no provision has been recorded. However, there can be no assurance as to the outcome of these or related examinations, any subsequent challenge, or the impact of adverse judicial rulings in other cases. In addition, if Group is ultimately unsuccessful in its administrative challenge of the NOPAs, it may be required to make a protective payment to pursue further judicial remedies; any such payment would not constitute an admission of liability and would be recorded as a tax assessment deposit within “Other non-current assets” in the unaudited condensed consolidated balance sheets.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||