2396804    30 march 2015 1156 am     proof 8
annual report  accounts 2014
stock code 888 888 holdings plc annual report  accounts 2014
888 holdings ar2014 proof 8indd   3 30032015   115746 2396804    30 march 2015 1156 am     proof 8
888 holdings plc annual report  accounts 2014
slugline
      is one of the world’s most popular 
online gaming entertainment and solutions 
providers
888’s strong and trusted brand 
offers localised online gaming 
products with market leading 
functionality and interactivity 
to players around the globe 
above all in a safe and secure 
environment
888 has been at the forefront of the online gaming industry for 
more than 16 years with a team of almost 1800 highly skilled 
and dedicated employees and outsourced staff we provide 
a firstclass online gaming experience to customers across 
products and markets our industryleading business analytics 
identify the best way to deliver to customers the offerings that 
they want and our proprietary technology platform allows 888 
to enter new markets efficiently and successfully as regulation 
allows 
888 is a responsible business and we work hard to ensure that 
our customers enjoy our games in the safest and securest 
possible environment innovation is at the core of our business 
and we continue to develop to ensure that our product offer 
and customer service continually exceeds expectations this 
will enable us to further grow the business and deliver value for 
our shareholders
888 holdings ar2014 proof 8indd   4 30032015   115747 2396804    30 march 2015 1156 am     proof 8
www888holdingsplccom stock code 888
overview
01
401
455
2014 2013
53
68
2014 2013
352
391
2014 2013
76
101
2014 2013
48
64
2014 2013
189
221
2014 2013
190
221
2014 2013
155
179
2014 2013
revenue
profit before tax
revenue  b2c
adjusted ebitda
1
revenue  b2b
adjusted ebitda
1
 margin
revenue  b2c casino
real money registered 
customer accounts
2
up 14
up 28
up 11
up 33
up 32 up 16
up 15
overview
01  highlights
02  chairman’s statement
strategic report
04  chief executive’s review
 04  2014 overview
 05   our business model and 
strategy
 06   oper a tional r e vie w 
delivering our strategy
10   financial review and key 
performance indicators
14   regulation and general 
regulatory developments
16   corporate responsibility
19   principal risks and 
uncertainties
governance
21   board of directors
22   dir ect or s’ r eport
25   directors’ statement of 
responsibilities
26   c orpor a t e go v ernanc e 
statement
30    a udit c ommit t ee r eport
33   dir ect or s’ r emuner a tion 
report
financials
50   independent auditor’s report 
54   consolidated income 
statement
54  consolidated statement of 
comprehensive income
55 consolidated balance sheet
56  consolidated statement of 
changes in equity
57   consolidated statement of 
cash flows
58   notes to the consolidated 
financial statements
88  company balance sheet
89  company statement of 
changes in equity
90  company statement of  
cash flows
91   notes to the company 
financial statements
93   shareholder information
contents
1 
as defined in table set out on page 10 
2 
casino poker and sport
highlights
us million
us million
us million
us million
us million
per cent
us million
million
888 holdings ar2014 proof 8indd   1 30032015   115749 2396804    30 march 2015 1156 am     proof 8
02
888 holdings plc  annual report  accounts 2014
advantage of these significant 
opportunities whilst ensuring 
that our investment in the us 
is disciplined as the market is 
established 
we monitor the regulatory 
environment in the uk and 
europe closely as countries 
adapt their approaches our 
significant regulatory 
experience and operational 
scale means that we are able 
to manage the impact of 
these changes better than 
most and to take advantage 
of opportunities that these 
changes open up particularly 
in enabling larger players like 
888 to increase market share  
financial results and 
dividend
2014 has seen another year 
of record performance driven 
by growth across our core 
products and delivering 
on our financial forecasts 
enabling us to increase 
revenue to us455 million 
representing a 14 uplift 
from the prior year 2013 
us401 million we continue 
to strengthen our market 
position through investment 
in product development 
and cost effective customer 
acquisition while increasing 
our adjusted ebitda by 33 
to us101 million 2013 
us76 million and profit after 
tax by 14 to us57 million 
2013 us50 million 
chairman’s statement
mobile is having a 
transformational impact on 
our business we continued to 
innovate with a ‘mobile first’ 
approach embedded in all 
product development whilst 
our bestinclass technology 
and analytical capabilities 
facilitated ever more effective 
targeting of our marketing 
investment 
growth in the global online 
gambling industry is set to 
continue in 2015 despite 
challenging poker market 
dynamics and a competitive 
uk bingo market new 
markets are becoming 
regulated presenting 
opportunities across the 
globe in the us we are 
uniquely positioned to exploit 
the progressive regulation 
of the market as the only 
operator active in all three 
regulated states whilst to 
date market momentum in 
the us has been slower than 
many anticipated the long
term opportunities remain 
significant and we will be a 
major player as more states 
regulate online gaming over 
time our approach gives us 
the financial firepower to take 
2014 was another record year for 888 building 
on the strategic development of the group 
in 2013 this success has been driven by an 
outstanding casino performance but was also 
underpinned by notably strong growth both 
in sport and in our b2b business as well as 
impressive market outperformance in poker and 
in bingo 
richard kilsby
chairman
888 holdings ar2014 proof 8indd   2 30032015   115750 2396804    30 march 2015 1156 am     proof 8
www888holdingsplccom stock code 888
03
overview
as at 31 december 2014 
888 had us163 million cash 
and cash equivalents 2013 
us116 million and us67 
million liabilities to customers 
2013 us55 million 
given the continuing strong 
financial performance 
of the group the board 
is recommending a final 
dividend of 45¢ per share 
which together with the 
interim dividend equals 80¢ 
per share in accordance with 
the group’s dividend policy 
and an additional oneoff 
70¢ per share bringing the 
total for the year to 150¢ per 
share 2013 140¢ per share 
board changes
i would like to take this 
opportunity to highlight 
some changes to our board 
some of which have been 
previously announced and all 
of which have been carefully 
planned and implemented 
in order to support the 
company’s further growth and 
development
late last year ron mcmillan 
joined the board and was 
appointed chair of the audit 
committee with a wealth of 
experience on boards and 
audit committees and a long 
and respected ‘big 4’ career 
behind him we can already 
see the great value that ron 
is bringing to 888 
from the conclusion of 
the 2015 annual general 
meeting i will be stepping 
down as chairman of the 
board due to my retirement 
it is with a heavy heart 
that i conclude my nine
year tenure as chairman 
however i am consoled by the 
knowledge that i am leaving 
the company at the top of 
its game and only getting 
stronger
at the same time as my 
retirement brian mattingley 
will be stepping down as 
chief executive officer 
and appointed executive 
chairman we are very 
excited at this move which 
will allow the company to 
continue to take advantage of 
brian’s wealth of experience 
particularly in maintaining 
and developing relationships 
with regulators in brian 
mattingley shareholders 
have an executive chairman 
with huge experience of the 
gaming industry and extensive 
knowledge of our business 
with brian as executive 
chairman we feel confident 
that we have an industry
leading senior team to 
continue 888’s growth and 
development in the years to 
come
finally john anderson will 
be stepping down as a 
nonexecutive director from 
the conclusion of the 2015 
annual general meeting john 
is a valuable resource of 
knowledge and experience in 
the industry and will remain 
available to consult with and 
assist the board as needed 
i would like to take this 
opportunity to thank john for 
his dedication and service 
to 888 as its ceo until 2006 
and as a nonexecutive 
director thereafter
on a personal note i would 
like to thank our shareholders 
for the trust and confidence 
which they have placed in the 
board and in my leadership 
as chairman 
winning team
the success enjoyed by 
the company in the last 
12months is once again 
testament to the hardwork 
and quality of the 888 team 
globally our 1800 staff 
are setting the standard of 
innovation in online gaming 
and are the group’s greatest 
asset their passion will ensure 
that 888 continues to be at 
the fore of the online gaming 
industry for years to come on 
behalf of the board i would 
like to thank all my colleagues 
for their commitment to 
making the 888 strategy 
come to life 
outlook
888’s success has been built 
on its world class technology 
and market leading products 
the global online gaming 
market will continue to 
develop driven by regulation 
and with mobile in particular 
making our products more 
accessible and enjoyable 
than ever 
although we do face 
regulatory headwinds in some 
of our markets including the 
point of consumption tax in 
the uk i am confident that we 
are strongly placed to take 
advantage of opportunities 
that they also open up to 
larger wellfinanced market 
leaders such as 888 
our focus will continue to 
be on delivering a truly 
satisfying experience for our 
customers and delivering 
strong sustainable long 
term earnings growth for our 
shareholders 
richard kilsby
chairman
888 holdings ar2014 proof 8indd   3 30032015   115751 2396804    30 march 2015 1156 am     proof 8
04
888 holdings plc  annual report  accounts 2014
2014 overview
another recordbreaking 
year
this excellent financial result 
reflects the fundamental 
strengths of our business 
and the continued execution 
of our focused strategy 
innovation and technology 
leadership are at 888’s core 
and we have continued to 
enhance our offering to 
ensure that our customers 
always play the most 
enjoyable games in the 
safest possible environment 
underpinning this focus are 
our technology platform and 
analytical capabilities which 
together deliver industry
leading marketing strategies 
that enable the group to 
attract more players to the 
888 brand and increase 
customer lifetime value this 
was evidenced by the number 
of active players in casino 
and poker increasing as at 
q4 2014 by seven and eight 
per cent respectively against 
the prior year
888’s casino offering has 
again been a key driver 
behind the group’s success 
delivering consistent stand
out growth reflecting the 
quality of our product as well 
as our unrivalled heritage in 
this vertical in poker i am 
delighted that we maintained 
our position at number two 
in the pokerscout global 
rankings at the year end and 
chief executive’s review
i am delighted to report that 2014 was 
another exceptional year for 888 as the 
group delivered alltimehigh revenues 
further enhanced profitability and 
maintained strong cash generation 
were able to deliver stable 
revenue in a market which 
many other operators have 
found challenging in bingo 
we continued to benefit from 
the strategic decision we took 
during 2013 to restructure 
the division as we performed 
well in what remained a 
competitive and mature 
market the performance of 
888sport was undoubtedly 
a major highlight in 2014 
as revenue increased in 
this important vertical by 
115 against the prior year 
reflecting the standard of 
our offer since relaunching 
the product in may 2013 
underpinning our growth 
across verticals has been our 
leading mobile proposition 
as more and more customers 
choose to play on touch 
devices benefitting from the 
unrivalled accessibility and 
usability they provide we 
were also pleased with the 
revenue growth delivered by 
dragonfish our leading b2b 
offer which was driven by 
our us operations as well as 
further progress on our bingo 
business 
the excellent overall progress 
we made in 2014 is testament 
to our highly skilled and 
dedicated team and as ever 
i would like to thank everyone 
at 888 for their hard work 
during the year as described 
in the chairman’s statement 
and as previously announced 
2014 was my final full year as 
ceo of 888 i look back on my 
three years as ceo with pride 
as the business has delivered 
transformational growth in 
its core markets and entered 
new regulated markets in 
spain italy and the us which 
provide a strong platform 
for future development 888 
boasts one of the most 
dynamic and talented teams 
in the industry and i look 
forward to continuing to 
provide guidance and support 
to the rest of the executive 
team as 888 continues to 
develop in the years to come 
 as at 17 march 2015
brian mattingley
chief executive officer
888 holdings ar2014 proof 8indd   4 30032015   115752 2396804    30 march 2015 1156 am     proof 8
strategic report
www888holdingsplccom stock code 888
05
our business model  
and strategy
888 is one of the world’s 
most popular online gaming 
and entertainment solutions 
providers under our trusted 
brands we have been at the 
forefront of the online gaming 
industry for more than 16 
years by providing customers 
with marketleading products 
that are localised to enable 
players to enjoy the games 
they want in the languages 
they speak in a safe and 
secure environment 
the group is structured into 
two lines of business b2c 
under the 888 brand and 
b2b conducted through 
dragonfish this structure 
allows the group to leverage 
its core technological 
product marketing and 
analytical strengths and 
maximise their benefits 
across both b2c and b2b 
routes to market this 
approach enables 888 to 
compete successfully and 
surpass competition in 
both established and newer 
markets 
with increasing international 
regulation in our industry 
and the evolution of more 
technologies we continue to 
see clear growth opportunities 
in our global markets we 
remain well placed to deliver 
long term growth across our 
business and value for our 
shareholders our stated 
strategy to achieve this 
comprises five key pillars 
growth and development of 
our core products
888 is focused on the growth 
and development of its core 
product groups which are 
casino poker bingo and 
sport where we work with a 
partner these products are 
delivered through our b2c 
and b2b lines of business
“ “best in class” b2c offer
888’s b2c offering remains 
at the core of the group 
and is the foundation for the 
success of the business we 
continue to innovate invest 
in and develop our offer 
to ensure that we deliver 
an unrivalled customer 
experience through bestin
class products excellence in 
customer service delivering 
a real valueformoney 
proposition for our customers 
these core principles of our 
b2c offer in combination 
with our advanced modelling 
and analytics competencies 
that underpin our product 
development and crm 
functions helps us to increase 
customer numbers and 
acquire customers at lower 
cost further strengthen 
brand loyalty and enhance 
customer lifetime value 
partner of choice through 
dragonfish b2b 
dragonfish is 888’s b2b arm 
which offers clients industry 
leading total gaming 
services solutions that are 
tested vigorously to meet 
the regulatory requirements 
of the different jurisdictions 
where they are involved the 
quality of our offering driven 
by our continuous investment 
in developing leading gaming 
platforms means that we 
continue to establishing 
ourselves as the partner of 
choice in both regulated and 
newly regulating markets
driving margin growth through 
operational efficiencies 
management remains 
steadfastly focused on 
improving the group’s margins 
by maximising operational 
efficiencies including by 
constantly developing our 
marketing approach and 
driving increased volumes
888 holdings ar2014 proof 8indd   5 30032015   115753 2396804    30 march 2015 1156 am     proof 8
06
888 holdings plc  annual report  accounts 2014
expansion in regulated 
markets
we are focused on developing 
our presence in locally 
regulated markets a key 
advantage of having our 
own technology product 
development marketing 
analytics and crm teams 
working closely together is 
that it allows us to control the 
key drivers for our success 
this ensures that we have 
the agility and skills to 
successfully and efficiently 
launch in newly regulated 
markets
operational review
delivering our strategy 
technology leadership and 
innovation
technology leadership and 
continuous innovation are 
central to 888’s progress 
our proprietary platform 
underpinned by industry
leading back office systems 
and unique online marketing 
experience developed over 
more than 16 years at the fore 
of the industry provide the 
bedrock of our competitive 
advantage 
this technical edge and 
our strong analytical 
capabilities drive the success 
of our products from initial 
development through to 
marketing and customer 
service we continue to 
enhance our comprehensive 
analytical tools allowing 
our marketing spend to be 
increasingly effective
touch devices represent the 
future of our industry and 888 
was quick to acknowledge 
the major shift in customer 
preferences towards mobile 
platforms we previously fully 
embedded a mobile product 
offering across all of our 
verticals and our strategic 
decision to develop our own 
mobile games and solution 
thereby giving the group full 
control over innovation and 
developing our offer ahead 
of our competition has 
been vindicated as revenue 
from mobile devices grew 
impressively during the year 
furthermore our internal 
culture has developed so 
that product development 
is first and foremost focused 
on developing mobile games 
and solutions we continue 
to invest in and develop our 
frontend mobile products 
which in combination with 
our proven back office 
capabilities mean that we 
are confident of delivering 
sustainable growth from 
mobile supported by new 
and innovative marketing 
strategies devised specifically 
for mobile players 
excellent momentum in b2c
888’s b2c offer comprises 
core products in casino 
poker and bingo as well 
as an emerging offering in 
sport our strong brands 
offer more than a dozen 
localised offerings to players 
in more than 100 countries 
b2c revenue during the 
year was us391 million an 
11 increase on the prior 
year 2013 us352 million 
representing 86 of total 
group revenue 2013 88 
casino
casino enjoyed another 
exceptional year delivering 
double digit revenue growth 
in each quarter of 2014 
against the prior year 
resulting in a total revenue 
increase of 16 to us221 
million 2013 us190 million 
this reflects exceptionally 
strong performances in 
our core market in the uk 
where we retained a market 
leading position as well as in 
spain where the 888 brand 
continues to gain traction 
888’s outperformance in this 
vertical is underpinned by our 
continuous innovation we 
have consistently refreshed 
our games portfolio and 
developed premium content 
courtesy of our inhouse 
games studio furthermore 
our ability to continually 
develop our own mobile 
casino product remains a key 
growth driver
we added 49 new pc games 
and 34 new mobile games 
during the course of the year 
to ensure we remain at the 
fore of the online gaming 
experience in combination 
with effective and innovative 
marketing campaigns this 
has helped the group to 
attract new customers to 
the 888casino brand with a 
7 year on year increase in 
active casino customers as at 
q4 2014
poker
poker delivered a very 
resilient performance in 
2014 bucking negative 
trends witnessed across 
the industry by recording 
stable revenue of us94 
million 2013 us94 million 
and maintaining 888poker’s 
position at number two in 
the global liquidity rankings 
according to pokerscout 
this pleasing performance 
demonstrates 888poker’s 
competitive edge which 
results from our consistent 
and unwavering focus on 
providing recreational players 
with a safe and enjoyable 
poker ecosystem as well as 
the strength of our player 
proposition together these 
enable 888 to perform well 
even in a challenging industry 
environment 
furthermore our trusted 
poker brand continues to 
provide significant cross
sell opportunities for 888 as 
we drive customers towards 
our other products notably 
casino 
mobile continued to grow in 
popularity particularly suiting 
the playing habits of our 
target customer base and 
we continue to develop and 
innovate our offer on this 
platform 
bingo
bingo delivered 7 year 
on year revenue growth to 
us47 million 2013 us44 
million this represents an 
impressive result in what 
continues to be a mature and 
competitive market and 888’s 
chief executive’s review
888 holdings ar2014 proof 8indd   6 30032015   115754 2396804    30 march 2015 1156 am     proof 8
strategic report
www888holdingsplccom stock code 888
07
performance vindicates the 
strategic decision taken in 
2013 to restructure our bingo 
division we are now able 
to apply the group’s core 
competencies in analytics 
crm and content creation to 
the bingo product
2015 is likely to be a 
challenging year in bingo 
as point of consumption 
tax impacts the highly 
competitive and fragmented 
uk market however we 
approach this environment 
with good momentum 
emerging offering 
revenue from our emerging 
offering was us30 million 
2013 us24 million 
reflecting the tremendous 
growth delivered by sport 
2014 was a transformational 
year for 888sport recording 
a spectacular 115 increase 
in revenue this reflected 
excellent performances 
during major sporting events 
over the year most notably 
including the fifa world cup 
in june and july the world 
cup saw a significant amount 
of promotional and marketing 
activity across the industry 
providing a stern test for the 
strength of our revamped 
product and the appeal of 
the 888sport brand and i am 
delighted that we delivered 
such a positive result
at the time of the relaunch 
of 888sport in may 2013 we 
set ourselves very testing and 
ambitious growth targets 
in this vertical that our 
team has achieved there 
remains a significant growth 
opportunity in this major 
egaming vertical and further 
developing sport will be a 
major driver of the group’s 
overall strategy in the coming 
years as significant customer 
acquisition and revenue 
opportunities remain available 
for 888 
significant growth in b2b
dragonfish the group’s b2b 
line of business delivered 
a strong 32 increase in 
revenue to us64 million 
2013 us48 million 
accounting for 14 of total 
group revenue this increase 
was driven by a first full year 
of contributions from our 
nascent us operations as well 
as growth in our preexisting 
leading b2b platform and 
offer
we further developed our 
leading b2b bingo platform 
adding 13 new skins to the 
dragonfish bingo network 
during the year and extending 
key strategic deals including 
a four year extension with 
cashcade ltd announced  
in may 
success in regulated markets 
uk  europe
we continued to drive 
growth in the uk market 
which accounted for 44 of 
group revenue 2014 saw a 
significant development in 
the uk as the entire online 
industry was subjected to 
licencing and taxation and 
we have adapted our strategy 
to accommodate this change 
in our major market as well 
as remaining highly focused 
on further developing our 
leading customer proposition 
a significant focus during the 
year was placed on ensuring 
the group was fully prepared 
in advance of the introduction 
of point of consumption 
tax which came into effect 
in december this included 
developing strategies to 
mitigate some of the financial 
impact of the tax for 888 
888 holdings ar2014 proof 8indd   7 30032015   115807 2396804    30 march 2015 1156 am     proof 8
08
888 holdings plc  annual report  accounts 2014
whilst continuing to ensure 
that our customers enjoy 
the most enjoyable gaming 
experience and exceptional 
value nevertheless our profit 
margins in this market are 
set to contract in the medium 
term 
as a result of our meticulous 
preparation operational 
momentum scale and leading 
brand we are well placed 
to further develop in the uk 
market and take advantage 
of opportunities that arise 
as a result of the changing 
industry landscape 
in spain we built on our 
leading position in casino 
and early in the second 
half of the year made the 
important introduction of 
888sportes to the spanish 
market spain is primarily 
a sport driven market and 
our strong results in spain 
prior to the introduction of 
888sportes were a significant 
achievement now with a full 
suite of casino poker and 
sport products across both 
desktop and mobile platforms 
we are in a strong position to 
further build our market share 
as the 888 brand continues to 
gain traction 
whilst the italian market 
continues be volatile we 
have seen positive and 
encouraging trends for 888it 
since introducing our mobile 
offering in the final quarter of 
the year we continue to focus 
on developing our casino 
product in this market and 
will evaluate opportunities for 
further products over time 
us
in the us we built on our 
achievements in 2013 when 
we launched successfully in 
all three regulated states  
nevada delaware and new 
jersey in our first full year of 
trading we have developed 
unrivalled knowhow and 
experience of the us market 
as well as further developing 
the key relationships and 
networks to reinforce our 
position to be a major player 
in the us market as state by 
state regulation occurs 
trading in new jersey the 
largest of the three regulated 
states has been slower 
than was forecast by many 
as a result of industrywide 
technical issues around geo
location and epayments 
as well as the continued 
operation of unregulated sites 
and a general lack of public 
awareness in the market 
of legalised online gaming 
a study we conducted in 
the summer informed us 
that a significant portion 
of our target new jersey 
market remained unaware of 
legalised online gaming and 
these findings along with our 
experience of this market are 
helping to shape and refine 
our marketing approach 
moving forward despite 
the overall slower market 
environment our market share 
performance is solid with 
more than 50 of the poker 
market accounted for by the 
888 platform which is used 
by the all american poker 
network “ “aapn” and other 
operators 
in february the states of 
delaware and nevada signed 
an interstate compact 
whereby poker liquidity can 
be pooled meaning that 888 
as the only operator in both 
states is in a unique position 
to gain from increased 
liquidity we deployed a 
shared poker network across 
both states in early 2015 
creating a competitive edge 
chief executive’s review
888 holdings ar2014 proof 8indd   8 30032015   115809 2396804    30 march 2015 1156 am     proof 8
strategic report
www888holdingsplccom stock code 888
09
for 888 as well as for our 
operating partners our ability 
and unique experience of 
delivering interstate liquidity 
is another advantage for 888 
as and when smaller states 
introduce regulation over time 
the opportunities in the us 
remain potentially vast and 
we remain committed for 
the long term our approach 
gives 888 the flexibility and 
resources to launch in more 
states as and when they 
regulate and coupled with our 
unique market experience we 
continue to have a significant 
technical and regulatory 
competitive edge
customer protection
888’s leading payment 
processing capabilities 
support a wide variety of 
languages and currencies 
with almost 50 payment 
methods it is vital that we 
are able to offer fast efficient 
and easy to use payment 
processing both to ensure a 
positive customer experience 
but also to maximise revenue 
and convert browsers into 
players however we take 
our duty as a responsible 
operator very seriously and 
take comprehensive steps 
to minimise fraud problem 
gaming and eliminate minors 
from using our services 
2015 outlook
in 2015 the uk market will 
undoubtedly be impacted by 
the new point of consumption 
tax that was introduced in 
december 2014 in the early 
stages of the new regime 
there has been minimal 
impact on competitor activity 
and marketing however we 
continue to expect smaller 
operators to be marginalised 
as a result of the duty which 
may present opportunities to 
industry leaders such as 888
the group continues 
to monitor regulatory 
changes developments and 
opportunities across europe 
and the us we remain in 
close dialogue with regulators 
and governments where 
we operate allowing 888 to 
plan ahead and leverage 
our experience and agility 
in preparing for significant 
regulatory changes 
regulatory developments will 
continue to have a profound 
impact on the group the 
growing trend towards ‘‘place
ofconsumption based” 
regulatory regimes means a 
growing number of licencing 
compliance and tax burdens 
for the group in addition 
to the uk we expect similar 
changes in other european 
markets such as the 
netherlands and romania 
in 2015
we are closely watching the 
ongoing debates around the 
us regarding the regulation of 
online gaming of particular 
interest is the ongoing debate 
in washington dc fuelled by 
the opponents of internet 
gaming over a federal ban 
on online gaming we hope 
that the voices of reason 
and progress will prevail in 
that debate and that 888 will 
continue to play a leading 
role in the emergence of 
internet gaming around  
the us
as always we remain firm 
believers in the importance 
of wellcrafted regulatory 
frameworks as a vehicle for 
creating longterm value 
in our industry and we 
continue to support efforts 
in this direction worldwide 
our significant experience 
of successfully entering 
regulated markets means 
that we continue to be well 
positioned to capitalise 
on positive regulatory 
developments
the fundamental growth 
drivers of the online gaming 
industry remain robust driven 
by continuing regulation 
and the increasing adoption 
of userfriendly mobile 
technology that provides 
players with an unrivalled 
experience wherever and 
whenever they choose to play 
888 remains well positioned 
in the market underpinned by 
our operational scale strong 
brand and exceptional team 
brian mattingley
chief executive officer 
24 march 2015
888 holdings ar2014 proof 8indd   9 30032015   115812 2396804    30 march 2015 1156 am     proof 8
10
888 holdings plc  annual report  accounts 2014
financial summary
2014
1
us million
2013
1
us million change
revenue    
b2c    
 casino 2206 1904 16
 poker 937 936 0
 bingo 466 437 7
 emerging offering 299 245 22
total b2c 3908 3522 11
b2b 639 483 32
revenue 4547 4005 14
operating expenses
23
1303 1141 14
gaming taxes and duties 158 137 16
research and development expenses 407 307 32
selling and marketing expenses 1338 1399 4
administrative expenses
4
334 265 26
adjusted ebitda
34
1007 756 33
depreciation amortisation and impairment charges 190 139
share benefit charges finance and other 61 44
share of joint venture loss 77 41
profit before tax 679 532 28
adjusted earnings per share
5
192¢ 166¢ 16
basic earnings per share 161¢ 142¢ 13
reconciliation of operating profit to adjusted ebitda
 
 
2014
1
us million
2013
1
us million
operating profit 800 562
depreciation 90 83
amortisation and impairment charges 100 56
share benefit charges 17 55
adjusted ebitda 1007 756
1 totals may not sum due to rounding
2 excluding depreciation of us90 million 2013 us83 million and amortization of us83 million 2013 us56 million
3 excluding impairment charges of us17 million 2013 nil
4 excluding share benefit charges of us17 million 2013 us55 million
5 as defined in note 8 to the financial statements
financial review and key performance indicators
as a result of the strong revenue increase 
coupled with strict cost control a record 
adjusted ebitda of us101 million 2013 us76 
million was achieved adjusted ebitda margin 
increased to a healthy 221 2013 189
aviad kobrine
chief financial officer
888 holdings ar2014 proof 8indd   10 30032015   115812 2396804    30 march 2015 1156 am     proof 8
strategic report
www888holdingsplccom stock code 888
11
financial review and key performance indicators
overview
888’s success is built on its technological strength in combination 
with the efficient utilisation of this technology directed by 
extensive data analytics the goals of 888’s industryleading 
business analytics are simple to maximise customer recruitment 
increase customer lifetime value and minimise the cost per 
customer acquisition thereby optimising return on marketing 
investment the continued growth in group revenues to record 
levels reflects 888’s continued success in attracting new 
customers retaining them and increasing their overall spend
following a record performance in 2013 in which the company 
delivered a revenue increase of 7 888 outperformed in 2014 
with another recordbreaking year recording an outstanding 
14 increase in revenues to us455 million 2013 us401 
million growth was driven primarily by the b2c line of 
business with an 11 revenue increase this was led by an 
outstanding performance from casino which recorded a 
revenue increase of 16 reflecting 888’s leading product 
back office technology and rich offering across platforms 
bingo revenue increased 7 and emerging offering increased 
22 led by impressive growth in sport leveraging the group’s 
new integrated sport platform capabilities introduced in may 
2013 poker maintained its leading performance with stable 
revenues of us94 million bucking negative industry trends 
and consolidating the group’s number two position in global 
liquidity rankings as reported by pokerscout 
888’s b2b business dragonfish delivered an outstanding 
increase in revenue of 32 driven by 888’s us business as well 
as expanding activity with the company’s bingo partners
adjusted ebitda increased 33 to us101 million 2013 us76 
million and adjusted ebitda margin increased to 221 2013 
189 this is a remarkable achievement given that research 
and development expenses increased by us10 million over the 
year and additional gaming duties charges were incurred as a 
result of the introduction of point of consumption tax in the uk 
which came into effect from the beginning of december
profit before tax increased 28 to us68 million 2013 us53 
million and adjusted earnings per share increased 16 to 
192¢ 2013 166¢
888’s record performance in 2014 resulted in strong and 
continually growing operational cash generation of us112 
million 2013 us90 million the group’s financial position 
remains strong with cash and cash equivalents at the yearend 
of us163 million 2013 us116 million
product segmentation
888’s revenue by product segment is set out in the table below
revenue by product segment
 
 
2014
us million
2013
us million change
revenue
b2c
 casino 2206 1904 16
 poker 937 936 0
 bingo 466 437 7
emerging offering 299 245 22
total b2c 3908 3522 11
b2b 639 483 32
revenue 4547 4005 14
q4 2014 q4 2013 change
number of active 
customers b2c 
casino and poker 633000 602000 5
2014 2013 change
casino poker and 
sport real money 
registered 
customer accounts 
million 179 155 15
888 holdings ar2014 proof 8indd   11 30032015   115812 2396804    30 march 2015 1156 am     proof 8
12
888 holdings plc  annual report  accounts 2014
financial review and key performance indicators
888casino continued its strong growth with record revenues of 
us221 million and a 7 increase in active players during q4 
compared to the prior year reflecting leading crm and back 
office technology accompanied by effective marketing as well 
as expansion of the mobile offering
888poker outperformed industry trends and maintained stable 
revenue at us94 million in a mature market supported by 
an 8 increase in active players during q4 compared to the 
prior year reflecting improvements made to the group’s poker 
product this resulted in impressive stability at number two in 
the global poker rankings as reported by pokerscout
bingo b2c revenues increased by 7 despite a highly 
competitive and mature market in the uk continuing the 
recovery in bingo following the strategic review the group 
performed at the end of 2013
emerging offerings delivered an impressive increase in revenue 
of 22 this was driven by growth from the 888sport brand 
resulting from 888’s strategic agreement with kambi sports 
solutions in 2013 which allowed the group to offer its players 
a broader range of products and an enhanced gaming 
experience on both online channels and mobile platforms the 
successful launch of sport in spain played an important role in 
the continuous success of the emerging offerings segment
888’s b2b line of business achieved a record performance with 
revenue rising by 32 to us64 million 2013 us48 million 
driven by the us business as well as expanding activity with 
various bingo partners 
geographical segmentation
888’s turnover by geographical market is set out in the table 
below
revenue by geographical market
2014
revenue 
us million
growth on 
prior year
 from total 
revenue
uk 2016 23 44
europe excluding 
uk 1701 5 38
americas 552 19 12
rest of world 278 5 6
total revenue 4547 14 100
growth was achieved in most geographical segments with uk 
revenue up 23 driven by continued success of the group’s 
casino offering on mobile which delivered a significant 
increase in new players the performance of bingo in the uk 
was improved against the prior year as a result of the division’s 
recent restructuring europe excluding uk revenue increased 
5 in part as a result of the successful launch of the group’s 
new sport offering in spain 
americas revenue increased 19 driven by a full year of 
contributions from the us b2b business
revenue from the rest of the world which was not a focus 
region for 888 in 2014 declined by 5
expenses
selling and marketing expenses were lower during 2014 as 
a result of further optimisation efforts and strict return on 
investment criteria in b2c on the other hand higher costs 
were incurred in research and development and in sport as 
a result of higher commissions and royalties related to higher 
business volume a oneoff special cash bonus was awarded to 
eligible employees in recognition of their efforts and dedication 
to the year’s record performance and increased corporate tax 
attributed to the recordbreaking set of results 
operating expenses
operating expenses which mainly comprise employee related 
costs commission and royalties payable to third parties 
chargebacks payment service providers’ “psp” commissions 
and costs related to operational risk management services 
totalled us130million 2013 us114 million this represented 
a stable proportion of revenues at 287 2013 285 as a 
result of continued operating efficiencies and strict cost control 
despite higher costs associated with sport content required to 
support the group’s enhanced sport performance
staff costs as a percentage of revenues was maintained at 
13 a consistent ratio with 2013 and 2012 
the group’s chargebacks ratio continued its trend of gradual 
decrease between 2011 and 2014 representing 06 of revenue 
during the year ongoing improvements to the group’s risk 
management and fraud detection mechanisms to enhance 
monitoring systems alert processes and reporting including 
the continued use of 3dsecure verification systems all resulted 
in an optimized balance between maintaining revenues and 
increased deposits inflow whilst reducing transactions with high 
risk profiles
the psp commission ratio decreased to 50 2013 55 
reflecting the group’s stronger commercial terms coupled with 
higher deposit volumes
gaming taxes and duties
gaming taxes and duties levied in regulated markets reached 
us16 million 2013 us14 million commencing from 
december 2014 point of consumption tax in the uk was 
introduced and resulted in additional charges
research and development expenses
the research and development expenses to revenue ratio 
increased slightly to 9 2013 8 this year’s expense of 
us41 million 2013 us31 million is mainly attributed to 
the group’s investment in maintaining its leading position in 
the market which was achieved by investments in its highly 
skilled development teams continued development of the us 
platform and a oneoff bonus as described above additionally 
significant efforts were invested towards the launch of licenced 
regulated gaming in the uk on 1 november 2014
 as defined in the table set out on page 10
888 holdings ar2014 proof 8indd   12 30032015   115812 2396804    30 march 2015 1156 am     proof 8
strategic report
www888holdingsplccom stock code 888
13
research and development expenses do not include 
capitalised inhouse development costs which totalled us67 
million 2013 us102 million the decrease is attributed 
mainly to the us regulated market as the majority of the 
investment took place during the previous year
selling and marketing expenses
marketing expenses during the year were us134 million 2013 
us140 million reflecting an optimization process which 
enabled the group to focus on effective marketing channels 
888’s online media buying channel focused on more profitable 
campaigns which generate an improved returntocost ratio 
in search engine marketing channels the group optimized 
campaigns by aiming its efforts on recruiting higher value 
players accordingly the marketing to revenue ratio significantly 
decreased to 29 2013 35
administrative expenses
administrative expenses totalled us33 million 2013 us27 
million representing 7 of revenue 2013 7 the increase 
over the previous year was mainly attributed to the one
off bonus described above expenses related to employers’ 
national insurance obligation and to the increased level of 
professional expenses associated with obtaining the uk 
gaming licence
share benefit charges
equity settled share benefit charges were us13 million 2013 
us33 million this year’s charges are mainly attributed 
to longterm incentive equity awards granted to eligible 
employees
cash settled share benefit charges decreased to us04 
million 2013 us22 million due to the lower fair value of 
the long term incentive plan further details are given in the 
director’s remuneration report on page 33
finance income and expenses
finance income less finance expenses resulted in an expense of 
us45 million 2013 expense of us03 million the majority 
of this change compared to the previous year is attributable to 
the fair value of operational hedging instruments
the group continually monitors foreign currency risk and takes 
steps where practical to ensure that the net exposure is kept 
to an acceptable level this has resulted in an expense of us5 
million in respect of the ilsus forward hedge given the 
strength of the us on the other hand eur and gbp forward 
transactions resulted in income of us2 million an additional 
expense of us2 million is attributable to the valuation of 
assets and liabilities denominated in currencies other than the 
group’s functional currency
adjusted ebitda
as a result of the strong revenue increase coupled with strict 
cost control a record adjusted ebitda of us101 million 
2013 us76 million was achieved adjusted ebitda margin 
increased to a healthy 221 2013 189
taxation
the tax charge for 2014 was us110 million 2013 us32 
million this was mainly attributed to the increase in the 
group’s profit as well as to tax expenses associated with 
the appreciation of financial assets denominated in foreign 
currencies incurred by the group’s local subsidiary which 
reports in non us dollars
equity accounted joint ventures
in 2013 the group entered into a joint venture agreement with 
avenue capital the group’s share of the posttax loss of this 
equity accounted joint venture was us77 million 2013 us41 
million in accordance with accounting standards given that 
this loss reduced the investment to nil during the year further 
losses of the us joint venture will not affect the carrying value 
of the investment on the balance sheet
earnings per share
basic earnings per share rose 13 to 161¢ 2013 142¢ 
adjusted basic earnings per share rose 16 to 192¢ 2013 
166¢ the board believes that adjusted basic earnings 
per share  excluding share benefit charges movement in 
contingent consideration impairment charges and share of 
joint venture loss  better reflects the underlying business and 
assists in providing a clearer view of group performance
dividend
given the strong cash generation during the year the board of 
directors declared an interim dividend of 35¢ per share that 
was paid on 1 october 2014 taking into account the strong 
performance the board is recommending a final dividend of 
45¢ per share which together with the interim dividend equals 
80¢ per share in accordance with the group’s dividend policy 
and an additional oneoff 70¢ per share bringing the total for 
the year to 150¢ per share 2013 140¢ per share
cash flow
the group’s outstanding performance and operating efficiency 
led to another record year generating substantial free cash 
with net cash generated from operating activities of us112 
million 2013 us90 million the net increase in cash and 
cash equivalents in 2014 was us48 million 2013 us34 
million after cash dividend payments during the year of 
us51 million 2013 us33 million
balance sheet
the group’s balance sheet remains strong with no debt and 
ample liquid resources the group’s cash position as at 31 
december 2014 was us163 million 2013 us116 million 
balances owed to customers were us67 million 2013 us55 
million
financial review and key performance indicators
 as defined in the table set out on page 10
888 holdings ar2014 proof 8indd   13 30032015   115812 2396804    30 march 2015 1156 am     proof 8
14
888 holdings plc  annual report  accounts 2014
regulation and general regulatory developments
gambling has long been a highly regulated industry as is often 
the case with technological advancements online gambling 
was initially underregulated as legal systems struggled to 
comprehend and address this novel industry however recent 
years have seen many jurisdictions develop regulatory regimes 
specifically designed to address online gambling naturally 
every such change has impacted online gambling businesses 
committed to operating compliantly such as 888 
no change has impacted 888 more profoundly than the 
shift of numerous jurisdictions most notably in the european 
union to regulatory regimes based on placeofconsumption 
large and important markets in europe have in recent years 
adopted regulatory regimes that require operators wishing to 
accept players from such markets to obtain a local licence 
and comply with local regulatory requirements this change 
has radically impacted the manner in which online operators 
conduct their business by imposing business constraints and 
raising costs notwithstanding the development of robust 
regulatory regimes has strengthened the industry by providing 
much needed legal certainty by segregating compliant 
reliable operators from the “ “black market” of illicit operations 
by protecting players and improving the public perception of 
online gambling and by creating a partnership between the 
industry and its regulators all these have generated and will 
continue to generate significant value for leading operators 
such as 888 who are deeply committed to operating in a 
compliant and lawful manner
the uk’s move in 2014 to a placeofconsumption based 
regulatory regime had a dramatic impact on the group given 
the prominence of 888’s ukfacing operations it is fair to 
assume that the full impact of these changes for 888 and the 
industry will only become evident over the coming months 
the debate over regulation of internet gambling continued in 
the us in 2014 the emergence of the first interstate gambling 
compact between nevada and delaware two states in which 
the group is licenced was coupled by the ongoing struggle 
on the federal level between those seeking to regulate internet 
gaming and those seeking to ban it entirely 
the group continues to closely monitor regulatory 
developments worldwide and to assess their impact on 
888’s operations we continue to support regulation of the 
industry and to work with our partners in the industry and 
with our regulators towards shaping a regulatory landscape 
that is businessfriendly while safeguarding the objectives of 
regulation 
the following paragraphs summarize the main relevant 
regulatory developments of 2014 and our expectations 
regarding changes that will impact the group in 2015
europe
as noted the most dramatic regulatory development of 2014 
came in the form of the uk’s shift to placeofconsumption 
based regulation a change to the 2005 gambling act 
abolished the group’s ability to service players in the uk 
under 888’s gibraltar licence and subjected the group to 
local licencing and compliance requirements the group 
prepared for these changes well in advance implementing the 
changes necessary to accommodate the applicable regulatory 
requirements adjusting 888’s business model to account for the 
imposition of gaming duty and interacting with the gambling 
commission and with industry bodies to fully understand and 
prepare for the regulatory reform in line with the requirements 
of the amended gambling act a subsidiary of the group 888 
uk limited applied to the gambling commission for a remote 
operating licence and seamlessly transitioned into trading 
under a ‘‘continuation licence” when the new regime came into 
force on 1 november 2014 the group is now in the process of 
obtaining a gambling software licence which it will be required 
to hold as of 31 march 2015 
the european commission’s involvement in the regulation of 
online gaming was fairly low key in 2014 following a flurry 
of activity by the commission in 2013 2014 saw only minor 
activity by the commission focusing mostly on peripheral 
aspects of online gaming these included antimoney 
laundering prevention of fraud and protection of vulnerable 
players also in 2014 the european commission published non
binding recommendations regarding consumer protection and 
advertising both with regard to online gaming however these 
developments while not unimportant did little to advance 
the cause of regulatory harmonization within the european 
union’s internal market notwithstanding infringement cases 
brought by the commission against several member states 
late in 2013 did seem to encourage regulatory reform in some 
states the impacts of which may be seen in 2015 the most 
notable example of eu action against a member state was the 
announcement in october 2014 regarding the commission’s 
intention to sue sweden for infringing eu law due to its non
compliant gaming legislation nevertheless any change to 
sweden’s regulatory regime is not likely to occur under the 
present government 
other than the uk several european jurisdictions implemented 
regulatory reforms in 2014
  spain where the group has held a licence since june 2012 
introduced online slot machines and exchange betting in 
2014 we view this as a tremendous opportunity given the 
group’s strong performance to date in this market 
  hungary passed legislation late in 2014 repealing a previous 
law which had never been implemented providing for the 
licencing of online gaming the practical impact of this 
change remains unclear given that the repealed legislation 
had never been implemented
  romania also passed legislation in the last days of 
2014 reforming a previous law also never implemented 
and introducing a more accommodating licencing and 
regulatory regime for online gambling secondary legislation 
888 holdings ar2014 proof 8indd   14 30032015   115812 2396804    30 march 2015 1156 am     proof 8
strategic report
www888holdingsplccom stock code 888
15
regulation and general regulatory developments
necessary to commence the licencing process is expected 
in 2015 and the group is exploring the viability of obtaining 
a licence under this new regime 
the regulatory landscape in germany continued to be mired 
by uncertainty in 2014 a ruling by the european court of 
justice did little to clarify the validity of the german inter
state gambling treaty and rulings by german courts on 
this matter were largely inconsistent varying from state to 
state the issuance of 20 federal sportsbetting licences was 
suspended due to legal challenges attacking the preceding 
tender process and such challenges are likely to continue 
well into 2015 it seems unlikely that 2015 will bring about a 
greater degree of clarity with regard to the german regulatory 
landscape 
similarly little occurred during 2014 to alleviate the uncertainty 
surrounding the regulation of online gambling in greece 888 
continues to follow closely developments in this jurisdiction 
several european jurisdictions are expected to introduce 
regulatory reform in 2015 
  ireland is expected to pass legislation reforming online 
betting in 2015 with a view to implementing such change 
late in 2015 or in early 2016 legislative action intended to 
reform the regulatory landscape relating to online gaming 
has presently been postponed 
  the netherlands is expected to reform its regulatory 
landscape opening the market for licencing of commercial 
operators during 2015 the dutch gaming authority has 
already sought expressions of interest by operators seeking 
to be licenced in the netherlands should a licencing 
regime be introduced and 888 continues to maintain a 
constructive dialogue with the dutch authorities as it has in 
the past the group continued to conduct its operations in 
the netherlands in accordance with interim guidelines issued 
by the local authorities
  both the czech republic and portugal are expected to 
introduce legislation early in 2015 aimed at liberalising 
and regulating the online gaming and betting markets 888 
hopes that such reform will contribute to the emergence 
of a vibrant and commercially viable market in these 
jurisdictions 
the united states
commercial internet gaming is now operational in three us 
states – nevada new jersey and delaware 888 remains the 
only online gaming operator presently authorized to conduct 
business in each of these jurisdictions and it continues to 
provide its technology and services to licenced online gaming 
operators in all three jurisdictions having launched operations 
in all three states in 2013 the last year saw the group 
upgrading its offering and working closely with its partners and 
with its regulators to make internet gaming in these states more 
attractive and userfriendly this is an effort that will surely 
continue during 2015 888 is proud to have pioneered the online 
gaming market in the united states and intends to continue 
playing a leading role in any us jurisdiction that regulates the 
industry 
during 2014 the states of nevada and delaware signed an 
agreement allowing for interstate pooling of poker liquidity 
and for regulatory cooperation between the states as the 
only provider of internet gaming technology operating in 
both jurisdictions 888 has been working closely with the 
gaming regulators in both states to implement this important 
agreement the group remains hopeful that similar agreements 
will follow with other us gaming jurisdictions 
also in 2014 888 received final approval of its internet poker 
platform from the nevada gaming commission later in the 
year the group received approval for the operation of an inter
operator poker network a first of its kind in the united states 
following a midterm election in november 2014 the 
momentum towards regulatory reform throughout the us is 
likely to recommence in 2015 several states are considering 
the introduction of an intrastate licencing regime these 
include california pennsylvania washington and possibly 
new york though it remains uncertain whether such initiatives 
will gain sufficient traction in 2015 the group remains actively 
engaged in dialogue with stakeholders in these jurisdictions 
with the knowledge that positive developments in these large
scale markets could present tremendous opportunities for 888 
simultaneously the opponents of internet gaming continue 
to exert significant pressure on federal and state lawmakers 
to ban internet gaming or abandon legislation intended to 
regulate the industry the most vocal opponent of internet 
gaming las vegas sands’ sheldon adelson has invested 
significant efforts in promoting legislation intended to amend 
the federal wire act and ban internet gaming throughout 
the united states political changes in the us congress 
following the 2014 elections could reinvigorate these efforts 
though congress has thus far withstood the pressure from 
internet gaming’s opponents to undo the positive regulatory 
renaissance of recent years the group continues to work 
closely with other prominent industry players and with 
stakeholders on the federal and state level to avert such 
developments 
further afield
2014 saw regulatory reform in jurisdictions around the world 
for example the mexican legislature debated regulatory 
reform though no legislative action was taken by year end 
and russia introduced stricter enforcement measures directed 
against unlicenced online gaming though their impact on 
nonrussian operators remained dubious 888 with the 
assistance of its legal advisers continues to monitor regulatory 
developments the world over and responds to these changes 
when and where they impact the group’s business and 
operations 
888 holdings ar2014 proof 8indd   15 30032015   115812 2396804    30 march 2015 1156 am     proof 8
16
888 holdings plc  annual report  accounts 2014
corporate responsibility
environmental impact
as an online business 888’s activities have a relatively small 
impact on the environment however we remain committed to 
ensuring that wherever possible we minimise what little effect 
we have with the following areas being the key focus points
  energy consumption we continuously monitor our energy 
consumption to help us ensure we are being as energy 
efficient as possible
  water we use only ecological detergents in our offices and 
use water saving devices in most of our locations
  travel to minimise the impact of travel on the environment 
we encourage employees to either cycle to work and in 
certain locations provide buses for commuters we also 
continue to invest in the stateoftheart technology to help 
meetings occur remotely 
888 commissioned a study in 2013 to provide quantitative 
information regarding its environmental impact and to assist it 
in finding ways to further reduce its environmental impact the 
results of the study were published in the 2013 annual report 
whilst 888 is committed to complying with uk disclosure 
requirements and appropriately managing its greenhouse gas 
emissions given the group has low emissions its environmental 
footprint has not changed materially since the study was 
carried out and in light of the costs involved in monitoring and 
measuring such emissions the board has concluded that a 
review will be carried out once every several years rather than 
annually the board acknowledges its overall responsibility 
for environmental issues and monitors the company’s 
environmental performance in light of internal targets
global greenhouse gas emissions for 
period 1 january to 31 december 2013
total emissions 
tonnes co
2
e
emissions from combustion of fuel scope 1 0
process or fugitive emissions scope 1 0
emissions from electricity heat steam and 
cooling purchased for own use scope 2 5718
total emissions 5718
intensity measure emissions per total 
revenue 143 tco
2
e£m
although not legally required to do so as the company is 
incorporated in gibraltar we have reported on all the emissions 
sources stipulated under the uk companies act 2006 
strategic report and directors’ reports regulations 2013 
these emissions sources fall within our consolidated financial 
statements we do not have responsibility for any emissions 
sources that are not included in our consolidated financial 
statements
we have used the ghg protocol corporate accounting and 
reporting standard revised edition data gathered from our 
own operations and emissions factors from uk government’s 
conversion factors for company reporting 2013 as well as an 
electricity emission factor for antigua sourced from undp
the reported emissions come from our offices data centre 
and servers owned by us but colocated at third party data 
centres 
our facilities in gibraltar use chilled water provided by a 
third party for cooling and no emission factor for the chilled 
water was available as a result we estimated the associated 
emissions based on the volume of chilled water and an 
assumed coefficient of performance
the account of our corporate ghg emissions was prepared by 
the carbon trust in the uk
888 holdings ar2014 proof 8indd   16 30032015   115813 2396804    30 march 2015 1156 am     proof 8
strategic report
www888holdingsplccom stock code 888
17
corporate responsibility
employees
888’s success depends on the quality and commitment of its 
people we take our responsibilities to our staff around the 
world very seriously and aim to provide an enjoyable work 
environment where employees are challenged and motivated 
to excel where flair is rewarded compensation is fair and the 
balance between work and family is respected 
some highlights from 2014 include the following
  it has been the second year of our “ “excellence club” our 
employee development program which sent a group of 
employees selected by their divisions for excellence in a 
number of fields to an exciting adventure trip in sri lanka 
we hope to continue this program in years to come with 
trips to other exotic locations planned in addition 888 runs 
a number of management skills programs for both senior 
managers and team leaders from all divisions  
  during the year we had team building activities intended 
to create better connections among team members and 
managers including a half fun day for each department 
overnight event combining engagement activities and 
professional lectures as well as holiday celebrations on all 
company sites  
  we have continued our annual evaluation process which is 
based on the principle that giving and getting feedback is 
key to each employee’s growth and development and that 
regularly evaluating on the job performance helps achieve 
success and is essential for the wellbeing of all employees
  we continued our efforts to extend our recruitment channels 
including “ “refer a friend” social networks and internet 
channels 
  we believe that employees should share part of the group’s 
success this year due to our great achievements and 
business success we granted various performance bonuses 
to some employees of the group
888 takes its employees’ health and safety seriously and has 
written policies in place with regard to occupational health and 
safety issues in its major offices the board will consider setting 
targets with regard to occupational health and safety issues 
in order to monitor performance the board acknowledges 
its overall responsibility for human resources issues including 
for human resources and labour standards implementing 
management structures and systems to monitor and evaluate 
employee performance and satisfaction promoting diversity 
at all levels of the company and within the company’s supplier 
base providing employees with the opportunity to have formal 
input into matters that affect them oversee and allocate 
resources to employee training and to monitor key health and 
safety performance goals and indicators during 2014 there 
were no material labour disputes litigation or health and 
safety related fines or sanctions imposed on the group
social community and human rights issues
our values
at 888 we are fully committed to maintaining a high standard 
of corporate and social responsibility this ethos is part of 
our culture and permeates throughout our business into the 
everyday business decisions we make on a daytoday basis 
we also recognise that a responsible approach is not only 
the correct way to do business but one that enhances our 
credibility amongst all our stakeholders and thereby supports 
the development of the group the board acknowledges its 
overall responsibility for social community and human rights 
issues
responsible gaming
our values place the community and the customer at the 
centre of all our endeavours we aim to provide responsible 
adults with the best online gaming entertainment experience 
however we acknowledge that gaming poses a potential 
danger to a small minority of people we are constantly 
revising our innovative procedures to ensure minors are unable 
to access our gaming sites we also continuously train all 
our staff in how to provide a safe gaming experience to our 
customers our training programme incorporates methods 
and techniques to help our employees recognise and take 
appropriate actions if they identify compulsive or underage 
activity we continue to innovate in this area including the 
development of our proprietary sophisticated observer system 
to help identify and prevent compulsive activity 
protecting customers
  as a responsible regulated gaming group we comply with 
both the gamcare and the ecogra guidelines gamcare 
is the leading authority on the provision of counselling 
advice and practical help in addressing the social impact of 
gambling in the uk ecogra ensures that approved online 
casinos are properly and transparently monitored to provide 
player protection
  our site has links to professional help agencies and we 
have placed many safeguards for those who need help with 
controlling their gaming
  ebreak  support programme run in collaboration with 
specialist wellknown charity gambling therapy to offer 888 
customers a free of charge fourweek gambling therapy 
programme 
  selfassessment test for players who are worried about 
their gaming habits and want to know more about the signs 
of compulsive gambling
  controlling deposit limits should clients feel the need 
to they can control their play pattern by self limiting the 
amounts they deposit per day per week or per month
  self exclusion a player can request to be self excluded for a 
chosen period due to different concerns based on internal 
studies we decided to increase time periods available for 
clients to “ “cool off” customers can choose from six different 
exclusion periods from one day to six months during this 
period 888 blocks the account and no promotional emails 
are sent to the customer
888 holdings ar2014 proof 8indd   17 30032015   115813 2396804    30 march 2015 1156 am     proof 8
18
888 holdings plc  annual report  accounts 2014
protecting minors
underage activity on our sites is strictly prohibited and 888 
takes the matter of underage gaming extremely seriously 
our offering is not designed to attract minors we make every 
effort to prevent minors from playing on our sites and use 
sophisticated verification systems as well as a third party 
verification supplier to identify and track minors if they log into 
our software the verification process today consists of two 
verification systems both 192com and uru
we train our staff to be highly sensitive to the possibility of 
underage activity and make sure we suspend any account 
suspected to be an underage account
888responsible
since 2007 a dedicated website www888responsiblecom has 
been available providing information regarding all aspects 
of responsible gaming the site is available in english french 
spanish and german
community
888 is committed to supporting both the various local 
communities in which it operates and also the broader 
global community our community investment programme 
includes charitable donations and longstanding community 
involvement in our key areas across the world in 2014 888 
supported the international medical corps in their efforts to 
assist people affected by typhoon haiyan which struck the 
philippines in november 2013 
human rights
888 ensures that its policies comply with local law in addition 
to reflecting the group’s values these policies set clear 
standards of behaviour to which all group personnel are 
expected to adhere including as regards social ethical and 
environmental matters in this respect 888 is guided by the 
ten principles of the united nations un global compact 
which encourages companies to make human rights labour 
standards environmental responsibility and anticorruption 
part of their business agenda
corporate responsibility
diversity
diversity is important to us as we believe that only through access to the most diverse pool of talent will we recruit and retain the 
most talented individuals to serve our customers we actively seek to recruit and advance women into our top management a 
summary of the breakdown of men and women across the group as of 31 december 2014 is as follows
men women
number percentage number percentage
board of directors 6 100 0 0
senior vice presidents 6 75 2 25
vice presidents 14 64 8 36
all employees 719 55 587 45
the board acknowledges that the lack of women on the board is a major challenge for the company and that it is the board’s 
responsibility to address this in 2014 the nominations committee again included in the mandate of odgers berndtson 
the executive search firm retained to recruit new nonexecutive directors to the board a specific request to include female 
candidates amongst the list of candidates presented for its consideration 
888 holdings ar2014 proof 8indd   18 30032015   115813 2396804    30 march 2015 1156 am     proof 8
strategic report
www888holdingsplccom stock code 888
19
corporate responsibility principal risks and uncertainties
the group operates in a dynamic business environment in 
addition to the daytoday commercial risks faced by most 
enterprises such as fraud and theft the online gaming industry 
faces particular challenges in respect of regulatory risk 
reputational risk information technology risk and taxation risk 
each of which is detailed below the group considers that the 
nature of its principal risks has not undergone any significant 
change during 2014
regulatory risk
the regulatory framework of online gaming is dynamic and 
complex change in the regulatory regime in a specific 
jurisdiction could have a material adverse effect on business 
volume and financial performance in that jurisdiction in 
addition a number of jurisdictions have regulated online 
gaming and in several of those jurisdictions the group 
holds licences however in some cases lack of clarity in 
the regulations or conflicting legislative and regulatory 
developments mean that the group may risk failing to obtain 
an appropriate licence having existing licences adversely 
affected or being subject to other regulatory sanctions 
furthermore legal and other action may be taken by 
incumbent gaming providers in jurisdictions which are seeking 
to regulate online gaming in an attempt to frustrate the grant 
of online gaming licences to the group a detailed regulatory 
review is set out in the regulation section above 
the group manages its regulatory risk by routinely consulting 
with legal advisers in the jurisdictions where its services are 
offered or are accessible where necessary obtaining formal 
legal opinions from local counsel furthermore the group 
obtains frequent and routine updates regarding changes in the 
law that may be applicable to its operations working with local 
counsel to assess the impact of any changes on its operations 
the group constantly adapts and moderates its services to 
comply with legal and regulatory requirements finally the 
group blocks players from certain “ “blocked jurisdictions” using 
multiple technological methods as appropriate
reputational risk
underage and problem gaming are inherent risks associated 
with the online gaming industry the group devotes 
considerable resources to putting in place prevention measures 
coupled with strict internal procedures designed to prevent 
underage players from accessing its real money sites in 
addition the group promotes a safe and responsible gaming 
environment to its customers supplemented by its corporate 
culture the group has a dedicated director of responsible 
gaming tasked with the responsibility of implementing such 
policies further details about the group’s responsible gaming 
initiatives are set out in the social community and human 
rights issue section above 
information technology risks
as a leading online business the group’s it systems are critical 
to its operation the group is reliant on the performance of 
these systems
cuttingedge technologies and procedures are implemented 
throughout the group’s technology operations and designed 
to protect its networks from malicious attacks and other 
such risks these measures include traffic filtering anti
ddos distributed denial of service devices and antivirus 
protection from leading vendors physical and logical network 
segmentation is also used to isolate and protect the group’s 
networks and restrict malicious activities the it environment 
is audited by independent auditors such as pci dss security 
audit and ecogra audit these audits form part of the group’s 
approach to ensuring proper it procedures and a high level of 
security in order to ensure systems are protected properly and 
effectively external security scans and assessments are carried 
out in a timely manner the group has a disaster recovery site 
to ensure full recovery in the event of disaster all critical data 
is replicated to the disaster recovery site and stored offsite on 
a daily basis in the event of loss of functionality of the group’s 
critical services the business can be fully recovered through 
the resources available at the disaster recovery site
in order to minimise dependence on telecommunication 
service providers the group invests in network infrastructure 
redundancies whilst regularly reviewing its service providers 
the group has two internet service providers in gibraltar in 
order to minimise reliance on one provider
as a part of its monitoring system the group deploys set user 
experience tests which measure performance from different 
locations around the world networkrelated performance 
issues are addressed by rerouting traffic using different routes 
or providers 888 operates a 247 network operations centre 
noc the noc’s role is to conduct real time monitoring of 
production activities using stateoftheart systems these 
systems are designed to identify and provide alerts regarding 
problems related to systems key business indicators and issues 
surrounding customer usability experience
the it environment tracks changes incidents and sla kpis in 
order to ensure that client experience is consistent and well 
managed as part of these procedures capacity planning 
takes place and infrastructure is built accordingly systemwide 
availability and businesslevel availability is measured and 
logged in the it information systems
888 holdings ar2014 proof 8indd   19 30032015   115813 2396804    30 march 2015 1156 am     proof 8
20
888 holdings plc  annual report  accounts 2014
taxation risk
the group aims to ensure that each legal entity within 
the group is a tax resident of the jurisdiction in which it is 
incorporated and has no taxable presence in any other 
jurisdiction in addition certain jurisdictions impose tax by 
reference to customers’ activity regardless of whether the 
group has a taxable presence in such jurisdiction in this 
respect the group pays vat in certain eu countries in which 
certain of the group’s online gaming offerings are considered 
electronically supplied services subject to vat furthermore 
jurisdictions in which online gaming is regulated impose gaming 
duties on licenced operators as of december 2014 the united 
kingdom has imposed gaming tax on a point of consumption 
basis which on the one hand has lowered margins but 
on the other it is expected to continue the trend toward 
consolidation in that market furthermore draft legislation 
has been published in the united kingdom intended to come 
into force on 1 april 2015 giving rise to a diverted profits tax 
which imposes tax at a rate of 25 on profits which would 
be attributable to a permanent establishment in the united 
kingdom were such a permanent establishment to exist in 
circumstances where profits are deemed “ “diverted” from 
the uk under the terms of such draft legislation the group 
is considering its position in this respect the group actively 
monitors taxation risk in the relevant jurisdictions and takes 
such steps as it considers necessary to minimise such risks 
financial risks and financial instruments
the group considers its exposure to financial risks including 
country risk and exposure to trading counterparties to be low 
the financial risk management objectives and policies of the 
company are set out in the notes to the financial statements 
on page 83 the company is exposed to foreign exchange 
fluctuations and is mitigating that risk by adopting policies to 
hedge its cost base currency exposure as described in note 
24 to the financial statements during 2014 the group hedged 
its foreign currency risks solely with leading banks including 
barclays plc
the company is not materially exposed to price risk credit risk 
or liquidity risk given that endusers are required to fund their 
online gaming wallet prior to carrying out any gaming activity 
operational cash flow is not a material risk for the company 
in addition the group manages its cash in a prudent manner 
and maintains sufficient liquid resources to meet its anticipated 
liabilities as and when they come due
partnership risks
in line with its strategy the group has consolidated its position 
in the b2b market to be focused on fewer larger b2b contracts 
however this strategy also gives rise to commercial risks in that 
the group is more exposed to nonrenewal or termination of 
existing contracts 
on behalf of the board 
brian mattingley
chief executive officer 
24 march 2015
principal risks and uncertainties
888 holdings ar2014 proof 8indd   20 30032015   115813 2396804    30 march 2015 1156 am     proof 8
21
stock code 888 www888holdingsplccom
governance
board of directors
richard kilsby 
nonexecutive chairman
richard kilsby has been chairman since march 2006 
having previously been deputy chairman of the group from 
august 2005 since 2002 he has held several board and 
management positions in various private and venture capital 
funded companies in 2004 he acted as independent monitor 
for the sec and usa department of justice in connection with 
adecco from 1999 to 2002 he was chief executive of trade 
point and subsequently executive vicechairman of virtx plc 
from 1995 to 1998 he was an executive director of the london 
stock exchange prior to which he was a managing director for 
bankers trust from 1992 to 1995 he was also vicechairman of 
charterhouse bank from 1988 to 1992 and spent the early part 
of his career with price waterhouse now pwc where he was 
a partner from 1984 to 1988 from the end of the 2015 agm 
richard will be retiring as chairman of the board age 63
brian mattingley
chief executive officer
brian mattingley has been chief executive officer since march 
2012 having previously been deputy chairman of the group 
and senior independent nonexecutive director since march 
2006 he joined the board in august 2005 he was previously 
chief executive of gala regional developments limited until 
2005 from 1997 to 2003 he was group finance and strategy 
director of gala group plc prior to which he was chief 
executive of ritz bingo limited he has held senior executive 
positions with kingfisher plc and dee corporation plc as of 
the 2015 agm brian will be stepping down as chief executive 
officer and will be appointed as executive chairman of the 
board age 63
aviad kobrine
chief financial officer
aviad kobrine has been chief financial officer of the 
group since june 2005 and was appointed to the board in 
august 2005 from october 2004 he was a consultant to 
888 previously he was a banker with the media telecoms 
investment banking group of lehman brothers and prior to 
that he was a senior associate with slaughter and may he 
holds a masters in finance from the london business school 
distinction a ba in economics and an llb from tel aviv 
university age 51
ron mcmillan
independent nonexecutive director
ron spent the whole of his career with pricewaterhousecoopers 
where he was a partner for 28 years until his retirement on 31 
march 2013 in addition to acting as the engagement leader 
on a number of major listed companies he was the global 
finance partner northern regional chairman of the uk firm 
and deputy chairman and head of assurance for the middle 
east firm he is the senior independent director and chairman 
of the audit committee of n brown group plc and scs plc 
and chairman of the audit committee of bm european value 
retail sa 
ron is the chairman of 888’s audit committee and a member 
of the remuneration committee age 62
john anderson
independent nonexecutive director
john anderson was the chief executive officer of the group 
from september 2000 to december 2006 he is currently 
nonexecutive chairman of burford holdings plc and was chief 
executive officer of burford holdings plc from 1996 to 2000 
he is chairman of the interactive gaming council chairman of 
10 tech holdings limited nonexecutive director of swiftstake 
technologies limited and nonexecutive director of probability 
gibraltar limited which is a wholly owned subsidiary 
of probability plc previously he was a board member of 
ladbrokes plc from 1990 to 1996 john is a member of 888’s 
audit committee nominations committee remuneration 
committee and gaming compliance committee from the end 
of the 2015 agm john will be stepping down as nonexecutive 
director of the company age 66
amos pickel
independent nonexecutive director
amos pickel was appointed in march 2006 formerly the chief 
executive officer of atlas management company limited and 
chief executive officer and member of the board of directors 
of red sea hotels ltd previously a nonexecutive director 
of gresham hotel group plc he is a nonpractising solicitor 
holding a master’s in law from new york university and an 
llb from tel aviv university he is chairman of the board of 
directors of berggruen residential limited and is an executive 
director of swiftstake technologies sa amos is the chairman 
of 888’s remuneration committee and nominations committee 
and is a member of the audit committee and gaming 
compliance committee age 48 
principal risks and uncertainties
888 holdings ar2014 proof 8indd   21 30032015   115813 2396804    30 march 2015 1156 am     proof 8
22
888 holdings plc  annual report  accounts 2014
directors’ report
the directors submit to the members their annual report 
and accounts of the group for the year ended 31 december 
2014 the strategic report corporate governance statement 
and directors’ remuneration report on pages 4 26 and 33 
respectively form part of this directors’ report
results 
the group’s profit after tax for the financial year of us57 
million is reported in the consolidated income statement on 
page 54 the board is recommending a final dividend of 45¢ 
per share which together with the interim dividend equals 80¢ 
per share in accordance with the group’s dividend policy and 
an additional oneoff 70¢ per share bringing the total for the 
year to 150¢ per share 2013 140¢ per share 
directors and their interests
biographical details of the current board of directors are 
shown on page 21 the directors who served during the year 
are shown below all directors retire at each annual general 
meeting and being eligible offer themselves for reelection on 
an annual basis
richard kilsby first appointed 30 august 2005 mr kilsby will 
not offer himself for reelection at the annual general meeting 
due to his retirement
brian mattingley first appointed 30 august 2005
aviad kobrine first appointed 30 august 2005
ron mcmillan first appointed 15 may 2014
john anderson first appointed 30 august 2005 mr anderson 
will step down as a nonexecutive director as from the end of 
the 2015 annual general meeting and will therefore not offer 
himself for reelection
amos pickel first appointed 14 march 2006 
the beneficial and nonbeneficial interests of the directors 
in shares of the company are set out in the directors’ 
remuneration report on page 33 there has been no change in 
the interests of directors in shares of the company between 31 
december 2014 and the date of this report
except as noted above none of the directors had any interests 
in the shares of the company or in any material contract or 
arrangement with the company or any of its subsidiaries
share capital
changes in the company’s share capital during the financial 
year are given in the consolidated statement of changes in 
equity as at 31 december 2014 the company’s issued share 
capital comprised 354436608 ordinary shares of gbp £0005 
each at the annual general meeting held in may 2014 the 
board was empowered to allot equity securities of the company 
for cash without application of preemptive rights under the 
company’s articles provided that such power is limited a to 
the allotment of equity securities in connection with a rights 
issue in favour of ordinary shareholders where the equity 
securities respectively attributable to the interests of all ordinary 
shareholders are proportionate as nearly as may be to the 
respective numbers of ordinary shares held by them and b to 
the allotment otherwise than pursuant to subparagraph a 
above of equity securities up to an aggregate nominal value of 
£8802251 5 of the company’s ordinary share capital in issue 
as at 31 march 2014 this authority expires at the conclusion 
of the next annual general meeting of the company in 2014 
the company did not exercise any of the foregoing powers and 
authorities in 2014 the company did not seek authority to and 
did not in fact purchase any of its own shares
articles of association
the articles of association of the company can only be 
amended by a special resolution at a general meeting of 
shareholders
rights attaching to ordinary shares
the rights and obligations attaching to ordinary shares are set 
out in the company’s articles of association holders of ordinary 
shares are entitled to attend and speak at general meetings of 
the company to appoint one or more proxies and to exercise 
voting rights holders of ordinary shares may receive a dividend 
and on liquidation may share in the assets of the company 
holders of ordinary shares are entitled to receive the company’s 
annual report subject to meeting certain thresholds holders 
of ordinary shares may requisition a general meeting of the 
company or the proposal of resolutions at general meetings
deadlines for exercising voting rights
electronic and paper proxy appointment and voting 
instructions must be received by the company’s registrars not 
later than 48 hours before a general meeting
restrictions on transfer of shares and limitations on holdings
there are no restrictions on transfer or limitations on the 
holding of ordinary shares other than under restrictions 
imposed by law or regulation for example insider trading 
laws or pursuant to the company’s share dealing code 
requirements of gaming regulations
amongst others the company
i holds a licence from the nevada gaming commission as 
the sole shareholder of an interactive gaming service 
provider licencee and as such is subject to the nevada 
gaming control act and to the licencing and regulatory 
control of the nevada state gaming control board and the 
nevada gaming commission
ii holds a transactional waiver from the new jersey division 
of gaming enforcement permitting it to be the sole 
shareholder of a casino service industry enterprise licence 
applicant presently holder of a transactional waiver 
allowing it to conduct online gaming related business in 
new jersey and as such is subject to the new jersey 
casino control act and to the licencing and regulatory 
control of the new jersey division of gaming enforcement 
and
iii is an applicant for a licence from the delaware department 
of finance state lottery office as the sole shareholder 
of a gaming technology provider licence applicant and 
as such is subject to title 29 of the delaware code and 
to the licencing and regulatory control of the delaware 
department of finance state lottery office
888 holdings ar2014 proof 8indd   22 30032015   115813 2396804    30 march 2015 1156 am     proof 8
23
stock code 888 www888holdingsplccom
governance
the company and its ordinary shareholders may also in the 
future be subject to similar restrictions in other jurisdictions 
where it secures a gaming licence
the criteria used by relevant regulatory authorities to make 
determinations as to suitability of an applicant for licencure 
varies from jurisdiction to jurisdiction but generally require 
the submission of detailed personal and financial information 
followed by a thorough investigation gaming authorities have 
very broad discretion in determining whether an applicant 
corporate or individual qualifies for licencing or should be 
found suitable 
many jurisdictions require any person who acquires beneficial 
ownership of more than a certain percentage typically 
five percent of the company’s securities to report the 
acquisition to the gaming authorities and apply for a finding 
of suitability many gaming authorities allow an “institutional 
investor” to apply for a waiver that allows such institutional 
investor to acquire up to a certain percentage of securities 
without applying for a finding of suitability subject to the 
fulfillment of certain conditions in some jurisdictions suitability 
investigations may require extensive personal and financial 
disclosure the failure of any such individuals or entities to 
submit to such background checks and provide the required 
disclosure could jeopardize the company’s eligibility for a 
required licence or approval 
any person who is found unsuitable by a relevant gaming 
authority may be prohibited by applicable gaming laws or 
regulations from holding directly or indirectly the beneficial 
ownership of any of the company’s securities
for this reason at the company’s 2014 annual general 
meeting the company amended its articles of association 
to bring them in line with the current market standard in the 
gaming industry and to ensure that the company has the 
required powers to continue to comply with applicable gaming 
regulations 
these provisions include providing the company in the event 
of a shareholder regulatory event as defined in the articles 
with the right to
a suspend certain rights of its members who do not comply 
with the provisions of the gaming regulations the “ “affected 
members”
b require such affected members to dispose of their ordinary 
shares and
c subject to b above dispose of the ordinary shares of such 
affected members
the company considers that these rights are required in 
order to mitigate the risk that an interest in ordinary shares 
held by a particular person could lead to action being taken 
by a relevant regulatory authority which in turn could lead 
to the withdrawal of existing licences held by the company 
or the exclusion of being awarded further licences in other 
jurisdictions that the company seeks to pursue this potential 
regulatory authority action could therefore cause substantial 
damage to the group’s business or prospects 
entities holding company shares on behalf of group 
employees
at 31 december 2014 virtual share services limited held 
3124612 ordinary shares and the 888 holdings plc share plan 
trust held 46432 ordinary shares in the company all on behalf 
of various group personnel who have received equity grants 
under the 888 allemployee share plan full details are set out 
on page 38 
substantial shareholdings
as at 31 december 2014 the company had been notified of the 
following interests in 5 or more of its share capital under dtr 
rule 5 of the uk listing authority
principal shareholders
number of 
shares
 issued 
share 
capital
e shaked shares trust 86283534 2434
o shaked shares trust 86283534 2434
benyitzhak family shares trust 37122358 1047
no notifications pursuant to dtr rule 5 have been received by 
the company between 31 december 2014 and the date of this 
annual report 
shareholder agreements and consent requirements 
there are no known arrangements under which financial rights 
are held by a person other than the holder of the shares 
a relationship agreement governing the relationship between 
the above principal shareholder trusts and the company was 
entered into in connection with the company’s flotation the 
relationship agreement provides that all transactions between 
the group and the principal shareholder trusts will be on a 
normal business basis that the group will be allowed to carry 
on business independently of them and that the principal 
shareholder trusts will not cause the company to contravene 
the uk corporate governance code unless required by law 
or as contemplated in the relationship agreement it further 
provides that each of the principal shareholder trusts will not 
solicit group employees without consent that only independent 
directors can vote on proposals to amend the relationship 
agreement that the principal shareholder trusts will consult 
the group prior to disposing of a significant number of shares 
in order to maintain an orderly market and shall not disclose 
confidential information unless required to do so by law or 
relevant regulation or having first received the company’s 
consent the relationship agreement also includes restrictions 
on the principal shareholder trusts’ power to appoint directors 
and includes obligations on the trusts to ensure that the 
majority of the board excluding the chairman is independent 
the principal shareholder trusts can nominate a nonexecutive 
director for appointment to the board in the event that this 
right is exercised and it results in fewer than half the board 
excluding the chairman of the board being independent 
directors such appointment shall only become effective upon 
the appointment to the board of an additional independent 
director acceptable to the nominations committee such 
restrictions and obligations apply in respect of the e shaked 
shares trust and o shaked shares trust whilst they collectively 
hold not less than 75 of the issued share capital of 888 
888 holdings ar2014 proof 8indd   23 30032015   115813 2396804    30 march 2015 1156 am     proof 8
24
888 holdings plc  annual report  accounts 2014
and in respect of the benyitzhak family shares trust whilst it 
individually holds not less than 75 of the issued share capital 
of 888 the obligations of the parties to the relationship 
agreement are at all times subject to all relevant legal and 
regulatory requirements and obligations of the parties thereto 
in the united kingdom gibraltar or elsewhere
during 2014 the company acted independently of its principal 
shareholder trusts specifically the company did not enter 
into any transactions or arrangements with the principal 
shareholder trusts or any of their associates neither the 
principal shareholder trusts nor any of their associates took 
any action which prevented the company from complying 
with its obligations under the listing rules of the uk listing 
authority neither the principal shareholder trusts nor any 
of their associates proposed or procured the proposal of 
any shareholder resolution which circumvented the proper 
application of the aforesaid listing rules and there were no 
instances in which an independent director of the company 
did not support the board’s statements regarding compliance 
with the aforementioned independence criteria
change of control 
a change of control in the group may in the event of failure to 
fulfill any applicable consent requirement give rise to certain 
revocation or termination rights under the group’s gaming 
licences or certain contracts to which the group is a party
political donations
the company did not make any political donations during the 
year 
financial instruments
details relating to financial instruments are set out in the risk 
report on page 20
directors’ indemnities
the company’s articles of association permit the company 
to indemnify its directors in certain circumstances as well 
as to provide insurance for the benefit of its directors the 
company has undertaken to indemnify its nonexecutive 
directors a in defending any proceedings whether civil or 
criminal in which judgment is given in favour of such non
executive director or in which such nonexecutive director 
is acquitted or b in connection with any application under 
section 378 of the gibraltar companies act pursuant to which 
the court may provide relief to such nonexecutive director 
in any proceedings for negligence default breach of duty or 
breach of trust on grounds that such nonexecutive director 
has acted honestly and reasonably and that having regard to 
all circumstances of the case including those connected with 
his appointment he ought fairly to be excused from liability 
on such terms as the court thinks fit the company also 
undertook in favour of aviad kobrine to indemnify him to the 
fullest extent permitted by applicable law and the company’s 
articles of association in connection with the execution of his 
duties andor exercise of his powers authorities and discretions 
pursuant to his employment agreement in addition certain 
special indemnities were provided to the executive directors 
in connection with the compliance and licencing procedures 
relating to the company’s business in the united states details 
of which were provided in the company’s 2011 annual report
corporate governance
the corporate governance statement is on pages 26 to 29 and 
is incorporated in this directors’ report by reference 
principal subsidiary undertakings
the principal subsidiary undertakings are listed on page 79
research  development activities
in 2014 the group maintained its focus on delivery of its 
offerings to regulated markets expansion of its mobile platform 
strategy and expansion of the capabilities of its gaming 
platform and offerings
some relevant achievements during the year in the field of 
research  development which are detailed in the strategic 
review on page 6 included
  launch of 888sportes in 2014 offering comprehensive 
prematch and live betting on pc and mobile and allowing 
888 to offer seamless navigation between sport poker and 
casino offerings in spain 
  launch of shared liquidity in new jersey between aapn 
and caesars playerbases and launch in nevada of poker 
offering via mobile platform and addition of payment 
methods
  ensuring that ukfacing casino poker sport and bingo 
offerings are compliant with uk regulatory requirements 
and certification of games 
  addition of mobile games content and marketing tools
greenhouse gas emissions
details of the company’s greenhouse gas emissions are set out 
in the corporate responsibility section of the business review 
on page 16
auditors
with effect from 30 june 2014 bdo llp and bdo limited 
chartered accountants were replaced by ey as the statutory 
auditor of the company ey was appointed auditor for the 
purposes of the company preparing financial statements 
as required pursuant to the listing rules of the uk listing 
authority and as statutory auditor for the purposes of issuing 
an audit report pursuant to section 10 of the gibraltar 
companies accounts act 1999 to be filed with the gibraltar 
companies registry
bdo llp and bdo limited chartered accountants provided 
audit services to the company for 10 years the board’s 
decision to replace 888’s auditor was taken in light of the 
changing regulatory environment and is in line with emerging 
practice and institutional investor guidelines in respect of audit 
tenure the board considers ey best positioned to provide audit 
services to the company through a period of significant growth 
and expansion into regulated markets especially the united 
states
there are no matters in connection with bdo’s resignation as 
auditor which in the view of the board need to be brought to 
the attention of shareholders
directors’ report
888 holdings ar2014 proof 8indd   24 30032015   115814 2396804    30 march 2015 1156 am     proof 8
25
stock code 888 www888holdingsplccom
governance
a resolution regarding the appointment of ey as auditor of the 
company will be proposed at the 2015 annual general meeting
during 2014 ey charged the company us04 million in audit 
fees and us01 million in nonaudit fees and during 2013 bdo 
charged the company us04 million in audit fees and us01 
million in nonaudit fees
directors’ statement of responsibilities
company law requires the directors to prepare financial 
statements in accordance with the gibraltar companies 
accounts act 1999 the gibraltar companies consolidated 
accounts act 1999 and the gibraltar companies act
international accounting standard 1 requires that financial 
statements present fairly for each financial year the group 
and company’s financial position financial performance 
and cash flows this requires the faithful representation of 
the effects of transactions other events and conditions in 
accordance with the definitions and recognition criteria 
for assets liabilities income and expenses set out in the 
international accounting standards board’s “ “framework for 
the preparation and presentation of financial statements” in 
virtually all circumstances a fair presentation will be achieved 
by compliance with all applicable ifrss a fair presentation 
also requires the directors to 
  consistently select and apply appropriate accounting 
policies 
  present information including accounting policies in a 
manner that provides relevant reliable comparable and 
understandable information and 
  provide additional disclosures when compliance with 
the specific requirements in ifrss is insufficient to 
enable members to understand the impact of particular 
transactions other events and conditions on the entity’s 
financial position and financial performance 
the directors are responsible for keeping proper accounting 
records which disclose with reasonable accuracy at any 
time the financial position of the company for safeguarding 
the assets for taking reasonable steps for the prevention 
and detection of fraud and other irregularities and for the 
preparation of a directors’ report which complies with the 
gibraltar companies accounts act 1999 the gibraltar 
companies consolidated accounts act 1999 and the 
gibraltar companies act
financial statements are published on the group’s website 
in accordance with legislation in the uk governing the 
preparation and dissemination of financial statements 
which may vary from legislation in other jurisdictions the 
maintenance and integrity of the group’s website is the 
responsibility of the directors the directors’ responsibility also 
extends to the ongoing integrity of the financial statements 
contained therein
the directors are responsible for preparing the annual report 
and the financial statements the directors are required to 
prepare financial statements for the group in accordance with 
international financial reporting standards ifrss and have 
also chosen to prepare financial statements for the company 
in accordance with ifrss
the directors consider that the annual report and accounts 
taken as a whole is fair balanced and understandable and 
provides the information necessary for shareholders to assess 
the group’s performance business model and strategy
we confirm to the best of our knowledge 
a the financial statements prepared in accordance with 
international financial reporting standards as adopted 
by the eu give a true and fair view of the assets liabilities 
financial position and profit or loss of the group and the 
undertakings included in the consolidation taken as a 
whole and
b the strategic report includes a fair review of the 
development and performance of the business and the 
position of the group and the undertakings included in the 
consolidation taken as a whole together with a description 
of the principal risks and uncertainties that they face
all of the current directors have taken all the steps that 
they ought to have taken to make themselves aware of 
any information needed by the company’s auditors for the 
purposes of their audit and to establish that the auditors are 
aware of that information the directors are not aware of any 
relevant audit information of which the auditors are unaware
on behalf of the board 
brian mattingley
chief executive officer 
24 march 2015
888 holdings ar2014 proof 8indd   25 30032015   115814 2396804    30 march 2015 1156 am     proof 8
26
888 holdings plc  annual report  accounts 2014
corporate governance statement
888 holdings plc is admitted to the uk official list and its shares 
are traded on the london stock exchange under a premium 
listing as such despite being incorporated in gibraltar the uk 
corporate governance code as published in 2012 the ‘‘code” 
applies to the company and is available at wwwfrcorguk a 
new edition of the code was published in september 2014 and 
will apply to the company from 2015
statement of compliance
the board remains committed to the principles of corporate 
governance in the code which it considers to be central to the 
effective management of the business and to maintaining the 
confidence of investors this report explains how the company 
has applied the main principles of the code 
during 2014 the company materially complied with the code 
other than as regards the following
  the company did not have a senior independent director 
serving on the board of directors during 2014 the functions 
of a senior independent director were fulfilled during 2014 by 
the chairman and nonexecutive directors
  board evaluations have been conducted internally over 
the past three years by facilitation of the chairman in 
coordination with the company’s legal adviser herzog fox  
neeman who may not be considered an external facilitator 
board composition
the directors consider it essential that the company should be 
both led and controlled by an effective board
from 15 may 2014 with the appointment of ron mcmillan to 
the board as chairman of the audit committee and as a 
member of the remuneration committee the board consisted 
of six directors prior thereto five directors as follows 
three independent nonexecutive directors a nonexecutive 
chairman and two executive directors being the chief 
executive officer and chief financial officer 
at present there is no senior independent director on the board 
during 2014 executive search firm odgers berndtson continued 
on behalf of the board to search for new nonexecutive 
directors a process of identification of potential candidates 
and interviewing took place it is noted that odgers berndtson 
is independent of the company and has no other connections 
with the company the role of the senior independent director 
is to provide a sounding board for the chairman to evaluate 
the chairman’s performance and lead the board’s succession 
planning and to serve as an intermediary for the other directors 
where necessary during 2014 the chairman and nonexecutive 
directors fulfilled the functions of a senior independent director
the biographical details of all of the directors are given on 
page 21 the service contracts of the present nonexecutive 
directors were renewed for an additional three year period on 1 
march 2014 in doing so the company rigorously reviewed the 
performance of its nonexecutive directors taking into account 
the need for progressive refreshing of the board a service 
contract with ron mcmillan was signed on 14 may 2014 with 
effect as of 15 may 2014 mr mcmillan was appointed to the 
board as chairman of the audit committee and as a member 
of the remuneration committee following a lengthy and rigorous 
recruitment process
board strategic approach
the board focuses upon the group’s long term objectives 
strategic and policy issues and formally and transparently 
considers the management of key risks facing the group as 
well as determining the nature and extent of significant risks it 
will take in achieving its strategic objectives maintaining sound 
risk management and internal control systems and reviewing 
annually the effectiveness of the company’s risk management 
and internal control systems the board is responsible for 
acquisitions and divestments major capital expenditure projects 
and considering group budgets and dividend policy the board 
also determines key appointments the board receives regular 
updates on shareholders’ views the board has an established 
calendar of business this covers the financial calendar strategic 
planning annual budgets and performance selfassessments as 
well as the conduct of standing business the calendar forms the 
basis for effective integration of business activities as between 
the board and its principal committees see pages 29 and 
30 which individually consider their own operating frameworks 
against the board’s business programme the board plans to 
meet six times a year during 2014 the board met seven times 
set out below are details of the directors’ attendance record at 
board and committee meetings in 2014
total number of meetings held during the year ended
december 2014 and the number of meetings attended by each director
board audit committee
remuneration 
committee
nominations 
committee
total held in year 7 4 3 1
richard kilsby 7 na na na
brian mattingley 7 na na na
aviad kobrine 7 na na na
ron mcmillan 4 3 2 na
john anderson 7 4 3 1
amos pickel 7 4 3 1
888 holdings ar2014 proof 8indd   26 30032015   115814 2396804    30 march 2015 1156 am     proof 8
27
stock code 888 www888holdingsplccom
governance
ron mcmillan was appointed to the board as chairman of 
the audit committee and as a member of the remuneration 
committee with effect as of may 15 2014 and attended all board 
and relevant committee meetings subsequent to that date
the chairman has responsibility for ensuring that agendas for 
board meetings are set in advance board papers are issued to 
directors sufficiently in advance of meetings to facilitate both 
informed debate and timely decisions
nonexecutive review and performance appraisal
the chairman holds meetings at least once per year one 
such meeting was held during 2014 with the nonexecutive 
directors without the executive directors being present and the 
nonexecutive directors meet once per year one such meeting 
was held during 2014 without the chairman present in order 
to appraise the performance of the chairman and take into 
account the views of the executive directors it is part of the 
role of the senior independent director to lead this process 
presently the board is in the process of appointing a new senior 
independent director during 2014 the chairman and non
executive directors fulfilled the functions of a senior independent 
director the directors have wideranging business experience 
and no individual or group of individuals dominates the board’s 
decision making
the board considers that ron mcmillan john anderson and 
amos pickel satisfy the independence criteria of the code 
in 2014 the board is satisfied that upon his appointment as 
chairman richard kilsby met the independence criteria of 
the code the other significant commitments of the chairman 
during 2014 are detailed in his biography on page 21 the board 
considers that mr kilsby’s other commitments do not interfere 
with the discharge of his responsibilities to the group and is 
satisfied that he makes sufficient time available to serve the 
company effectively as of the end of the 2015 annual general 
meeting mr kilsby will step down as chairman of the board 
brian mattingley will be appointed as executive chairman and 
john anderson will step down as nonexecutive director the 
board will continue its efforts in 2015 to recruit suitable and 
experienced independent nonexecutive directors
the board has established a formal process for the annual 
evaluation of its performance its committees and individual 
directors the evaluation process covers a range of issues 
such as board processes board roles and responsibilities 
board agendas and committee processes the internal board 
evaluation relating to performance in 2014 was carried out 
in march 2015 and included evaluation of the performance 
of the board as a whole as well as evaluation of individual 
directors and the chairman against criteria and minimum 
requirements set by the board pursuant to the evaluation the 
board was satisfied that the nonexecutive directors continue 
to be effective and to demonstrate commitment to their role 
the chairman in coordination with the company’s legal adviser 
facilitated the evaluation process a detailed questionnaire was 
used covering various aspects of the board’s functions and 
particular focus was given to the overall quality of decision
making and performance of the chairman following analysis 
of the questionnaire responses a detailed discussion was 
held by the board of the results and the company’s legal 
adviser provided external feedback the key action item from 
the evaluation was the board’s request to receive periodic 
information from the executives between scheduled board 
meetings concerning the performance of the business together 
with certain revisions to the materials routinely distributed to 
board members
reserved powers and delegation
a schedule of matters reserved to the board has been adopted 
and its content is reviewed to align it with operational needs 
and the board’s preference to monitor and where appropriate 
approve matters of substance to the group as a whole 
senior executives have given written undertakings to ensure 
compliance within their business operations with the board’s 
formal schedule of matters reserved to it for decision or 
approval
division of responsibilities
boardlevel responsibilities of the chairman are clearly and 
formally defined with the chairman being responsible for the 
effective operation of the board as a whole leadership of the 
board in achieving a culture of constructive challenge by non
executives regularly agreeing and reviewing each director’s 
training and development needs and supporting key external 
relationships the ceo has the overall executive responsibility 
for the running of the company’s business and the non
executive directors are responsible to constructively challenge 
and help develop proposals on strategy no one individual has 
unfettered powers of decision in the company
conflicts of interest
conflicts of interest of the directors are dealt with in 
accordance with the procedures set out in the company’s 
articles of association and are monitored by the chairman 
such procedures operated effectively during the year
succession planning
the board considers succession planning matters on an 
ongoing basis with particular focus on succession planning for 
the ceo role as well as for senior management at board level 
the board has prioritized the recruitment of experienced non
executive directors during 2014 ron mcmillan was appointed 
to the board as chairman of the audit committee and as a 
member of the remuneration committee
other matters
all directors have access to the advice and services of the 
company secretary and the company’s nominated advisers 
who are responsible for ensuring that board procedures are 
followed directors are able to seek independent professional 
advice if required at the company’s expense provided that 
they have first notified their intention to do so 
the appointment or removal of the company secretary is a 
matter for the board as a whole under the direction of the 
chairman the company secretary’s responsibilities include 
ensuring information flows within and between the board its 
committees and senior management as well as facilitating 
induction evaluation and professional development activities 
and advising the board on corporate governance legal and 
procedural matters 
the board accepts that there should be a formal rigorous and 
transparent procedure for the induction of new directors which has 
been formulated with the guidance of the nominations committee
the opportunity to hold office as nonexecutive directors of 
other companies enables directors of 888 to broaden their 
experience and knowledge which will benefit the company 
executive directors may be allowed to accept nonexecutive 
appointments with the board’s prior permission so long as 
these are not likely to lead to any conflict of interest executive 
directors may be required to account for fees received from 
such other companies
888 holdings ar2014 proof 8indd   27 30032015   115814 2396804    30 march 2015 1156 am     proof 8
28
888 holdings plc  annual report  accounts 2014
the company has arranged insurance cover in respect of 
legal actions against its directors to the extent permitted 
by gibraltar law the company also indemnifies the directors 
neither the insurance nor the indemnity provides cover where a 
director has acted fraudulently or dishonestly
reelection and appointment of directors
all directors are subject to reappointment by shareholders on an 
annual basis in accordance with the provisions of the code
the board may appoint any person to be a director of the 
company and such director shall hold office only until the next 
agm when he or she shall be eligible for reappointment by the 
shareholders 
audit committee
details of the audit committee’s functions together with its 
specific activities in 2014 are set out in the audit committee 
report on page 30
nominations committee
during the year the nominations committee comprised two 
independent nonexecutive directors amos pickel chair and 
john anderson 
the nominations committee assists the board in discharging 
its responsibilities relating to the composition of the board the 
nominations committee is responsible for reviewing from time 
to time the structure of the board determining succession plans 
for the chairman and chief executive officer and identifying 
and recommending suitable candidates for appointment as 
directors the nominations committee’s terms of reference are 
available on the company’s website www888holdingsplccom
as regards board nominations considered by the nominations 
committee during 2014 the board appointed ron mcmillan as 
a nonexecutive director as chairman of the audit committee 
and as a member of the remuneration committee mr mcmillan’s 
appointment was carried out with the assistance of odgers 
berndtson the executive search firm retained to recruit new non
executive directors to the board the nominations committee 
and the board will continue its efforts in 2015 to recruit suitable 
and experienced independent nonexecutive directors
the nominations committee is also responsible for implementing 
the board’s policy on diversity within the scope of its mandate 
including setting measurable objectives and monitoring 
progress on achieving such objectives in considering new 
board appointments diversity including gender diversity is 
one of the criteria considered by the nominations committee 
the company’s statement regarding diversity is set out in the 
corporate responsibility section of the business review on page 
16
remuneration committee
during the year the company’s remuneration committee 
comprised three independent nonexecutive directors amos 
pickel chair ron mcmillan and john anderson 
the board has overall responsibility for determining the 
framework of executive remuneration and its cost it is 
required to take account of any recommendation made by 
the remuneration committee in determining the remuneration 
benefits and employment packages of the executive directors 
and senior management and the fees of the chairman
the directors’ remuneration report which outlines the 
remuneration committee’s work and details of directors’ 
remuneration is on pages 33 to 49 the remuneration 
committee’s terms of reference are available on the company’s 
website www888holdingsplccom
gaming compliance committee
in accordance with nevada gaming control board requirements 
the board has appointed a gaming compliance committee 
its members are michael alonso an external consultant to the 
company john anderson and amos pickel 
the gaming compliance committee is entrusted with making 
sure that the 888 group’s licenced gaming activity is carried out 
with honesty and integrity in accordance with high moral legal 
and ethical standards and free from criminal and corruptive 
elements as such the committee is responsible and has the 
power to identify and evaluate situations arising in the course 
of the company’s and its affiliates’ business that may adversely 
affect the objectives of gaming control  
the committee is not intended to displace the board or the 
company’s executive officers with decisionmaking authority but 
is intended to serve as an advisory body to better ensure that 
the company’s goals of avoiding unsuitable situations and in 
entering into relationships exclusively with suitable persons 
the committee’s work is being done independently and 
impartially to this end its members are appointed by and 
report directly to the board of directors
risk management and internal control
the directors acknowledge that they are responsible for the 
company’s system of internal control for setting policy on 
internal control and risk management and for reviewing the 
effectiveness of internal control and risk management it is 
management’s role to implement board policies on risk and 
control including reporting the system of internal control is 
designed to manage rather than eliminate the risk of failure to 
achieve business objectives and can only provide reasonable 
and not absolute assurance against material misstatement or 
loss
the board has delegated responsibility to the audit committee 
to review the appropriateness and adequacy of systems 
of internal control and risk management in relation to the 
financial reporting process on an ongoing basis and to make 
recommendations to the board during 2014 deloitte carried 
out the company’s internal audit function reporting to the 
audit committee during 2014 the internal auditor provided five 
reports to the audit committee and discussed the internal audit 
working plan for 2015
888’s payment risk management team based in gibraltar 
has developed stringent payment risk management and fraud 
control procedures the team makes use of external and internal 
systems to manage the payment risks detailed procedures 
exist throughout the company’s operations and compliance is 
monitored by operational management and the internal audit 
function
the directors annually review the effectiveness of the group’s 
systems of internal control and risk management including 
identifying evaluating and managing the significant risks faced 
by the company the review considers individual risk control 
responsibilities reporting lines and qualitative assessments 
of residual risks such a review was carried out in 2014 and 
the process was in place throughout 2014 and to the date of 
approval of the annual report and accounts the board believes 
that its risk management process accords with the internal 
corporate governance statement
888 holdings ar2014 proof 8indd   28 30032015   115814 2396804    30 march 2015 1156 am     proof 8
29
stock code 888 www888holdingsplccom
governance
control revised guidance for directors on the combined code
relations with shareholders and key financial audiences
the company maintains an active and regular dialogue with 
principal and institutional shareholders and sellside analysts 
through a planned programme of investor relations and financial 
pr activity the outcome of these meetings is reported to the 
board the programme includes formal presentations of full 
year and interim results analysts’ conference calls and periodic 
roadshows 
shareholders are free to contact any nonexecutive director 
to address any issues where contact with the chairman chief 
executive officer and chief financial officer is inappropriate or 
where such contact has failed to resolve the issue
with regard to 2014 discussions were held with shareholder 
advisory bodies primarily regarding directors’ remuneration and 
matters relating to the remuneration policy
all shareholders are welcome to attend the 2015 annual general 
meeting scheduled to be held on 13 may 2015 and private 
investors are encouraged to take advantage of the opportunity 
given to ask questions the chairmen or nominated members 
of the audit remuneration and nominations committees will 
attend the meeting and be available to answer questions
compliance with statutory provisions
as the company is registered in gibraltar it is subject to 
compliance with gibraltar statutory requirements the main 
legislation relevant to companies in gibraltar is the gibraltar 
companies act which is based on the uk companies act 1929 
the company is in full compliance with the gibraltar companies 
act
going concern 
after careful review of the group’s budget for 2015 its medium
term plans liquid resources and all relevant matters the 
directors are confident that the company and the group 
have adequate financial resources to continue in operational 
existence for the foreseeable future they have therefore 
continued to adopt the going concern basis in preparing the 
financial statements
the principal risks and uncertainties faced by the group are 
disclosed in the business review on page 19
corporate social responsibility statement
the group’s chief executive officer is the director responsible for 
monitoring corporate social responsibility within 888 the board 
receives periodic reports on the group’s activities in this area 
from the chief executive officer further details are set out in the 
corporate responsibility section on pages 16 to 18
whistleblowing policy
the company’s whistleblowing policy sets out the overall 
responsibility of the board for implementation of the policy but 
notes that the board has delegated daytoday responsibility 
for overseeing and implementing it to the designated whistle
blowing officer the policy provides that where an employee is 
not comfortable making a disclosure to hisher respective direct 
line manager disclosure can be made to the designated whistle
blowing officer whose details are provided if the subject of the 
disclosure in any way involves the designated whistleblowing 
officer the disclosure may be made directly to the chairman 
of the audit committee or to another member of the group’s 
senior management whilst employees are permitted to make 
disclosures anonymously disclosing employees are encouraged 
to reveal their identity to the designated whistleblowing 
officer in order to allow a full and proper investigation to take 
place measures can be taken to preserve the confidentiality 
of the disclosure where appropriate the board commits to 
investigating all disclosures fully fairly quickly and where 
circumstances permit confidentially undertakings are made 
to employees who raise genuinely held concerns in good faith 
under the procedure that they will not be dismissed or subjected 
to any detriment as a result of hisher action employees of the 
group are regularly sent reminders regarding the whistleblowing 
policy as part of general refreshers of various group policies 
no reports of incidents under the whistleblowing policy were 
received in 2014
diversity policy
details of the company’s diversity policy and involvement 
of women in management of the group are set out in the 
corporate responsibility section of the business review on 
pages 16 to 18
other disclosures
the following matters can be found in this report on the following 
pages
applicable subparagraph within lr 984
disclosure 
provided
1 interest capitalised by the group na
2 publication of unaudited financial information na
3  details of longterm incentive schemes only 
involving a director na
4 waiver of emoluments by a director na
5 waiver of future emoluments by a director na
6 non prorata allotments for cash issuer na
7  non prorata allotments for cash major 
subsidiaries na
8  parent participation in a placing by a listed 
subsidiary na
9 contracts of significance na
10  provision of services by a controlling 
shareholder na
11 shareholder waivers of dividends na
12 shareholder waivers of future dividends na
13 agreements with controlling shareholders page 23
on behalf of the board  
brian mattingley
chief executive officer 
24 march 2015
888 holdings ar2014 proof 8indd   29 30032015   115814 2396804    30 march 2015 1156 am     proof 8
30
888 holdings plc  annual report  accounts 2014
audit committee report
letter to shareholders
dear shareholders
the audit committee exercises oversight of the company’s financial reporting policies monitors the integrity of the financial 
statements and considers the significant financial and accounting estimates and judgments applied in preparing the financial 
statements it also ensures that the disclosures in the financial statements are appropriate
amongst other things during the year the committee considered
  the complex legal and regulatory environment in which the company operates together with changes in laws and regulations 
which may impact the company’s business sector and market
  the company’s exposure to corporation tax and vat in various jurisdictions
  the appropriateness of the accounting for the joint venture arrangements entered into by the company in the united states
  the carrying value of goodwill and related disclosures in the financial statements
  the adequacy of the company’s it systems and controls
  the adequacy of the systems and controls on which management relies
a key responsibility of the committee is to review the scope nature and effectiveness of internal and external audits
internal audit work is conducted by deloitte and the scope of their work is agreed with both management and the audit 
committee the committee also monitors and reviews the key aspects of the company’s external audit
in relation to risks and controls the committee ensures that these have been identified and that appropriate responsibilities and 
accountabilities have been set
further information on the committee’s responsibilities and the manner in which they are discharged are set out below and are 
available on the company’s website – www888holdingsplccom 
i will be available at the annual general meeting in may 2015 to answer any questions and would like to thank my colleagues on 
the committee for their help and support
sincerely
ron mcmillan
chairman of the audit committee
audit committee report
888 holdings ar2014 proof 8indd   30 30032015   115815 2396804    30 march 2015 1156 am     proof 8
31
stock code 888 www888holdingsplccom
governance
committee composition
the committee comprises a minimum of three members all of 
whom are independent nonexecutive directors
two members constitute a quorum the committee requires 
the inclusion of at least one financially qualified member with 
recent and relevant financial experience the committee’s 
chairman fulfils that requirement all members of the 
committee are expected to have an understanding of financial 
reporting the company’s internal control environment relevant 
corporate legislation the functions of internal and external 
audit and the regulatory framework of the business
the members of the committee during the year were
ron mcmillan 
chairman – appointed may 15 2014
amos pickel 
chairman until may 15 2014
as of the end of the 2015 annual general meeting john 
anderson is stepping down as nonexecutive director the 
board will continue its efforts in 2015 to recruit suitable and 
experienced independent nonexecutive directors
details of meetings of the audit committee are set out in the 
corporate governance report on page 26 
in addition to scheduled meetings the chairman of the 
committee met with the chief financial officer and the internal 
and external auditors on a number of occasions
responsibilities
the committee is responsible for
  monitoring the integrity of the group’s financial statements 
and reviewing significant financial judgments and estimates 
in advance of these being considered by the board
  in conjunction with internal and external audit reviewing 
internal financial controls and management’s response to 
required corrective action
  monitoring and reviewing the role and effectiveness of the 
internal audit function including activities and resources 
and
  overseeing the role and effectiveness of the external auditor 
reviewing and monitoring their objectivity and independence 
and agreeing the scope of work and fees for audit and non
audit services
activities
the key matters discussed by the committee during the year 
included
goodwill and intangible assets 
as set out in note 10 to the consolidated financial statements 
the group has significant goodwill and other intangible assets 
relating to the acquisitions of businesses and the development 
of gaming platforms and software 
the audit committee reviewed the cash flow forecasts 
supporting the carrying value of goodwill and other intangible 
assets including the key assumptions and estimates and 
satisfied itself that no impairments were required in relation 
to carrying values in addition the appropriateness of the 
capitalisation of costs relating to the development of gaming 
platforms and software was reviewed
joint venture accounting 
as described in the note 12 to the consolidated financial 
statements the group has a joint venture in the us with avenue 
olg entertainment llc during the year the audit committee 
updated its review of the accounting for the joint venture in 
light of the additional investments made and satisfied itself in 
relation to this accounting and the completeness of the related 
disclosures
taxation 
the board oversees and sets the group’s tax strategy and 
evaluates tax risk in undertaking this task the group uses inter 
alia its legal advisors internal auditor deloitte and external 
auditor ey 
during the year the group’s legal advisors have kept the audit 
committee apprised of both existing and emerging tax risks 
and where appropriate these have been elevated to the board 
for consideration in conjunction with the group’s commercial 
strategy 
regulation 
the group manages its regulatory risk with input from 
its legal advisors and seeks to balance the needs of 
regulators with those of the business the group works with 
its lawyers to produce regular updates so that the board 
and audit committee understand what is happening in the 
regulatory landscape during the year the audit committee 
reviewed updates on the management of regulatory risk 
from management and the group’s lawyers in addition the 
group’s internal auditor reviewed the group’s regulatory risk 
management process and reported its findings to the audit 
committee
it systems
the group’s it systems are complex and in the main are 
developed in house the success of the business relies on 
the development of it platforms which are innovative and 
appealing to customers in addition the integrity and security 
of the it systems are vital from a commercial standpoint 
during the year the audit committee has reviewed reports 
from management on data security and disaster recovery 
planning and reviewed the results of work undertaken by the 
external auditor on the it general control environment and 
commissioned the internal auditor to perform it penetration 
testing 
888 holdings ar2014 proof 8indd   31 30032015   115815 2396804    30 march 2015 1156 am     proof 8
32
888 holdings plc  annual report  accounts 2014
internal controls 
the group maintains a robust system of internal control for 
the purpose of safeguarding the group’s assets managing risk 
and where required complying with regulations this covers 
all material risks and related controls including financial 
operational and compliance controls together with mitigating 
actions and responsibilities 
the group’s internal audit function is outsourced to deloitte 
and the audit committee reviewed and modified the internal 
audit plan it has also reviewed reports from deloitte in relation 
to all internal audit work carried out during the year the audit 
committee has also reviewed reports from ey the external 
auditor in relation to internal control matters arising from its 
work
in addition to the matters described above the work of the 
committee during the year included
  reviewing the draft interim and annual reports and 
considering
1 the accounting principles policies and practices 
adopted and the adequacy of related disclosures in the 
reports
2 the significant accounting issues estimates and 
judgments of management in relation to financial 
reporting
3 whether any significant adjustments were required 
arising from the audit and
4 compliance with statutory tax obligations and the 
group’s tax policy
  meeting with internal and external auditors both with and in 
the absence of the executive directors
  reviewing and approving the resources of the scope of work 
undertaken by and the reports prepared by internal audit
  reviewing the reports prepared by the external auditor on 
key audit findings and any significant deficiencies in the 
financial control environment
  reviewing and considering the company’s systems of 
internal risk control sources of assurance and exposure to 
fraud
  overseeing the management of the group’s whistleblowing 
procedures which contain procedures for the committee to 
receive in confidence complaints on all operational matters
  reviewing the performance of the external auditor 
including its relationship with the company the use of the 
external auditor for nonaudit services and the balance 
of audit and nonaudit fees paid to the auditor nonaudit 
services are generally subject to tender processes and the 
allocations of work are done on the basis of competence 
cost effectiveness regulatory requirements the potential for 
conflicts to arise and knowledge of the group’s business the 
committee is satisfied that in relation to these services ey 
has taken actions to ensure that any potential conflicts of 
interest are properly managed
  reporting to the board on how it has discharged its 
responsibilities
  making recommendations to the board in respect of its 
findings in respect of all of the above matters
  review of the going concern position of the company 
considering all relevant factors the committee determined 
that the company remains a going concern
the board considers that the processes undertaken by the 
audit committee continue to be appropriately robust and 
effective and in compliance with the guidance issued by the 
financial reporting council during the year the board has not 
been advised by the audit committee of nor identified itself 
any failings frauds or weaknesses in internal control which it 
has determined to be material in the context of the financial 
statements
the principal risks which the company has identified together 
with actions to mitigate those risks are set out on page 19
bdo llp had been the company’s auditor for ten years and 
in light of current recommendations with effect from 30 june 
2014 bdo was replaced by ey as the auditor of the company 
under the listing rules of the uk listing authority and as 
statutory auditor for the purposes of issuing audit reports 
pursuant to section 10 of the gibraltar companies accounts 
act 1999
the appointment or reappointment of the external auditor is 
put to the vote of each annual general meeting prior thereto 
the audit committee considers the auditor’s performance 
during the year and forms a view as to whether to recommend 
that the present auditors be reappointed or an alternative 
be proposed as regards 2014 the audit committee formed 
the view that the external auditor performed its role in a 
professional manner and recommended that at the next agm 
in may 2015 the shareholders ratify the appointment of ey as 
of 30 june 2014 and that ey be reappointed for 2015 and if 
so appointed that they will hold office until the conclusion of 
the next general meeting of the company at which accounts 
are laid
ey does not provide any material nonaudit services to 
the company the audit committee seeks to ensure that 
the company’s auditors are objective and independent by 
monitoring the appointment of the auditors for any nonaudit 
work involving fees above us01 million in 2014 the external 
auditors carried out nonaudit work for the company involving 
fees in the aggregate amount of us01 million
audit committee report
888 holdings ar2014 proof 8indd   32 30032015   115815 2396804    30 march 2015 1156 am     proof 8
33
stock code 888 www888holdingsplccom
governance
directors’ remuneration report
letter to shareholders
dear shareholders
the corporate governance code and regulations applying to directors’ remuneration reporting requires pay to be aligned with 
the longterm success of the company
888’s remuneration policy which was approved by an advisory vote of shareholders at the 2014 annual general meeting clearly 
enunciates that principle and seeks to align the incentives of executives with the interests of shareholders focus on topline 
growth and margin improvement link remuneration to performance and shareholder return provide strong linkage between 
remuneration performance and delivery of company strategy and ensure total remuneration is marketcompetitive in the industry 
and helps attract and retain executives of the highest calibre
whilst the remuneration policy set out in the 2014 annual report was adopted with the intention that it would be brought for 
shareholder approval in three years’ time and the company considers that the existing remuneration policy continues to apply 
during 2015 the board intends to put to the 2015 annual general meeting a resolution to approve a revised remuneration policy 
the revised remuneration policy is intended once approved to apply to payments made after the date of the annual general 
meeting to be held on 13 may 2015 which may relate to the financial year ended 31 december 2014 the revised remuneration 
policy includes the grant of discretion to the remuneration committee in circumstances of exceptional performance to grant 
executive directors an additional bonus of up to 50 of base salary in addition to the payment of bonus of up to 100 of base 
salary under the previously approved remuneration policy – the revision is intended to apply to the bonus payments for the 
financial year ended 31 december 2014 which will be payable following the approval of the group’s annual results at the 2015 
annual general meeting and for subsequent financial years during the life of the revised remuneration policy the remuneration 
committee has determined that the aforementioned amendment is required in order for the company to be competitive 
with market practice in terms of payment of shortterm incentives to executive directors and in order to provide a sufficiently 
attractive overall remuneration package to executive directors the remuneration committee considers that the existing 
performance targets are appropriately stretching and therefore it was determined not to adjust the performance targets in light 
of the increase in grant opportunity to executive directors
the approved remuneration policy as proposed to be revised by resolution of the 2015 annual general meeting is set out in this 
remuneration report
as required by the regulations the remuneration report includes an implementation report setting out the manner in which the 
remuneration policy is to be implemented in 2015 including changes in various salary components which are being implemented 
within the scope of the existing remuneration policy and set out therein
in 2015 various changes are taking place at board level brian mattingley will be stepping down as the company’s chief executive 
officer and will be appointed as executive chairman and richard kilsby will be stepping down as chairman as from the 2015 
annual general meeting during 2014 the remuneration committee considered mr mattingley’s new terms as executive chairman 
and these discussions are ongoing
since the company is incorporated in gibraltar it is not legally required to comply with the uk regulations on directors’ 
remuneration as such the board intends to put the revised remuneration policy set out in this report and the remainder of the 
report as a whole to shareholders for approval in two separate votes at the 2015 annual general meeting since the company 
is not a uk incorporated company and is not subject to the uk companies act 2006 nor the uk regulations on directors’ 
remuneration the two votes will be “advisory” votes this means that payments made or promised to directors would not have to 
be repaid if either of the votes were not passed and while the board intends to set directors’ remuneration in accordance with 
the remuneration policy subject to shareholder approval at the annual general meeting neither the board nor individual directors 
are legally bound by the policy
the board intends to put to the 2015 annual general meeting the revised remuneration terms subject to its approval by 
shareholders in the event that the revised remuneration terms are not approved by shareholders the remuneration policy 
approved at last year’s annual general meeting shall continue in force if the revised remuneration terms are approved it is 
intended to apply to payments made after the date of the annual general meeting to be held on 13 may 2015 which may relate 
to the financial year ended 31 december 2014 existing obligations will continue to be met it is the company’s intention that 
provided it remains unchanged the revised remuneration policy will continue to apply until a shareholder vote at the annual 
general meeting in 2017
888 holdings ar2014 proof 8indd   33 30032015   115815 2396804    30 march 2015 1156 am     proof 8
34
888 holdings plc  annual report  accounts 2014
the proposed revised remuneration policy seeks to align the company’s remuneration policy with company strategy and its 
approach to risk and on rewarding success fairly whilst avoiding paying more than is necessary to properly attract retain and 
motivate directors of appropriate calibre to the company’s business as well as to promote the longterm success of the company 
and for performancerelated elements thereof to be transparent stretching and rigorously applied in adopting the revised policy 
the company confirms that there is a formal and transparent procedure for developing policy on executive remuneration and for 
fixing the remuneration packages of individual directors with no director being involved in deciding his own remuneration
annual statement
2014 was another record year for the group with revenue increasing by 14 compared to 2013 adjusted ebitda increasing 
by 33 and adjusted ebitda margin increasing to 221 compared to 189 in 2013 during the year the board discussed with 
investor representative groups the remuneration of the executive directors amongst other matters during 2015 the remuneration 
committee will exercise its duties in accordance with the revised remuneration policy set out herein subject to its approval at the 
annual general meeting
we hope that you will find the directors’ remuneration report informative and would be happy to discuss any feedback you  
may have
sincerely
amos pickel
chairman of the remuneration committee 
24 march 2015
directors’ remuneration report
888 holdings ar2014 proof 8indd   34 30032015   115815 2396804    30 march 2015 1156 am     proof 8
35
stock code 888 www888holdingsplccom
governance
introduction
the company presents its report on the remuneration of its directors for the year ended 31 december 2014 the company 
is incorporated in gibraltar and therefore is not required to comply with the uk companies act 2006 or the directors’ 
remuneration report requirements in schedule 8 to the uk large and medium sized companies and groups accounts 
and reports regulations 2008 as amended but has chosen to prepare this remuneration report on the basis of those 
requirements as appropriate
the report sets out the revised remuneration policy proposed to be put to the 2015 annual general meeting together with the 
structure and details of the remuneration of the directors for the year ended 31 december 2014 including a report regarding 
implementation of the remuneration policy in 2015 the report also describes the board’s policy and approach to the principles of 
good governance relating to directors’ remuneration contained in the uk corporate governance code 
a resolution to approve the directors’ remuneration report is proposed annually to shareholders for approval this remuneration 
report and the proposed revisions described herein will each separately be put to advisory shareholder votes at the upcoming 
annual general meeting as stated above the advisory nature of the votes due to the company’s incorporation in gibraltar 
means that obligations to make payments to directors would continue to be enforceable in the event that either of the votes is 
not passed and neither the board nor individual directors are legally bound by the current or any revised remuneration policy
revised remuneration policy
executive directors
remuneration packages must be sufficient to attract retain and motivate directors of the calibre appropriate to a global business 
in a competitive environment the remuneration committee is mindful that many of the group’s competitors are not uk listed 
companies and acknowledges the unique risk profile associated with online businesses of the nature of the group’s and takes 
these matters into account in determining appropriate remuneration levels the components of the remuneration structure are set 
out below
at least half of the total potential remuneration of the chief executive officer and the chief financial officer is represented by 
a variable element dependent on the performance of the group the remuneration committee considers that these represent 
achievable and motivational levels of personal rewards commensurate with stipulated levels of corporate performance
the remuneration committee is mandated by the board to satisfy itself that the level of the directors’ and senior management’s 
remuneration is appropriate having regard to pay and conditions throughout the sectors in which the group operates as well 
as pay and conditions of employees throughout the group it further ensures that such remuneration aligns with the risks and 
rewards to shareholders in this context the remuneration committee regularly reviews individual and corporate performance 
targets and uses careful and rigorous judgment to match remuneration to achievements
the remuneration committee applies a remuneration policy which has at its core the following objectives
  to align the incentives of executives with the interests of shareholders including being mindful of employee costs in light of the 
company’s capital needs and return to shareholders
  to focus on topline growth and margin improvement
  to link a significant proportion of remuneration to financial and individual performance as well as shareholder return both in 
the short term and long term
  to provide strong linkage between remuneration performance and delivery of company strategy
  to ensure total remuneration is marketcompetitive in the industry and helps attract and retain executives of the highest 
calibre and
  to promote the longterm success of the company and for performancerelated elements thereof to be transparent stretching 
and rigorously applied
the following is the company’s remuneration policy which was approved by an advisory vote of the shareholders at the 2014 
annual general meeting of the company as revised in accordance with the resolution to be put to the shareholders at the 2015 
annual general meeting and described herein
888 holdings ar2014 proof 8indd   35 30032015   115815 2396804    30 march 2015 1156 am     proof 8
36
888 holdings plc  annual report  accounts 2014
chart 1  policy table
remuneration 
component purpose how it operates opportunity performance metrics
base salary provide an 
attractive pay 
package taking 
into account 
the risks and 
responsibilities 
of the role 
in order to 
attract retain 
and motivate 
directors of 
suitable calibre 
the executive directors’ 
base salaries are subject to 
annual review at the time 
of the publication of the 
annual financial statements 
with effect from 1 january 
of the same year the 
company considers that 
the executive directors’ 
personal performance is best 
measured in accordance 
with the performance of the 
company as a whole taking 
into account any changes 
in the level of responsibilities 
of the executive directors 
therefore in determining 
salary levels and raises the 
remuneration committee 
has regard to the pay and 
conditions of comparable 
companies in the same 
sector including the ftse 
250 index
the remuneration 
committee has 
regard to the 
last reported 
median salary 
level of the upper 
quartile of ftse 
250 companies 
in determining 
base salary the 
executive directors 
will generally not 
be paid more 
than 5 over 
such last reported 
upper quartile 
median except in 
circumstances of 
significant changes 
in responsibilities
payment of base salary is not subject to performance 
conditions however in reviewing salaries the 
remuneration committee takes into account pay and 
conditions elsewhere across the group relevant market 
data and benchmarking and the individual director’s 
performance and experience benchmarking is carried 
out on a total remuneration basis and takes account 
of pay levels for comparable roles at a range of 
organisations of similar size and sector no recovery or 
withholding applies to salary
benefits provide an 
attractive 
benefits 
package taking 
into account 
the risks and 
responsibilities 
of the role 
in order to 
attract retain 
and motivate 
directors of 
suitable calibre 
benefits may include cost 
of or an allowance toward 
accommodation where 
the company has required 
the executive director to 
relocate use of company 
car car allowance health 
insurance or contribution 
towards health insurance 
scheme disability and 
life insurance directors’ 
indemnities and directors’ 
 officers’ insurance to the 
extent permitted by law 
pension or payment in lieu 
thereof at the discretion of 
the remuneration committee 
 
benefits will be 
market competitive 
taking into account 
the role and the 
local market 
the value will be 
appropriate to 
the individual 
circumstances of the 
individual executive 
director the current 
package of benefits 
will generally be 
maintained but the 
value may fluctuate 
depending amongst 
other things on 
insurance costs 
an individual’s 
circumstances 
and nonmaterial 
changes determined 
in the discretion of 
the remuneration 
committee
benefits are not subject to performance conditions no 
recovery or withholding applies to benefits 
short term 
incentives
provide a 
challenging 
framework to 
incentivize 
executive 
performance 
and align 
executive 
incentives to 
shareholder 
interests
an annual cash bonus 
becomes payable following 
the approval of the group’s 
annual results at the 
annual general meeting 
in accordance with the 
performance criteria set by 
the remuneration committee 
at the beginning of the 
financial year the annual 
bonus may be paid following 
release of the annual financial 
results as the remuneration 
committee may determine 
in its discretion provided 
that any such earlier bonus 
payment shall be subject to 
clawback the bonus can 
be paid in cash or shares 
at the discretion of the 
remuneration committee
targets are set in 
light of company 
growth and market 
conditions the 
remuneration 
committee 
considers the target 
adjusted ebitda 
growth metric as 
being appropriate 
for determining 
challenging 
performance 
targets maximum 
opportunity is 100 
of base salary 
in circumstances 
of exceptional 
performance the 
remuneration 
committee shall 
have discretion to 
grant executive 
directors an 
additional bonus of 
up to 50 of base 
salary
maximum bonus award is 100 of base salary for the 
executive directors the foregoing is calculated on 
a linear scale based on likeforlike adjusted ebitda 
growth ie with the adjustment for exceptional items 
relating to the changing regulatory environment to 
arrive at a likeforlike adjusted ebitda as determined 
by the remuneration committee the threshold like
forlike adjusted ebitda growth and the likeforlike 
adjusted ebitda growth giving rise to maximum bonus 
award are determined by the remuneration committee 
in accordance with the executive directors’ annual 
targets in circumstances of exceptional performance 
the remuneration committee shall have discretion to 
grant executive directors an additional bonus of up to 
50 of base salary no bonus is paid where growth is 
below threshold likeforlike adjusted ebitda growth 
and a bonus is only payable where adjusted ebitda is 
above budget for the year as approved by the board 
whilst not implemented at present the remuneration 
committee may decide to apply clawback or malus 
to short term incentive grants to executive directors 
recruited in future at its discretion and pursuant to the 
employment agreement of such executive director
directors’ remuneration report
  it will be proposed at the 2015 annual general meeting to revise the remuneration policy approved at the 2014 annual general meeting such that the 
remuneration committee will have discretion in circumstances of exceptional performance to grant executive directors an additional bonus of up to 
50 of base salary
888 holdings ar2014 proof 8indd   36 30032015   115815 2396804    30 march 2015 1156 am     proof 8
37
stock code 888 www888holdingsplccom
governance
remuneration 
component purpose how it operates opportunity performance metrics
long term 
incentives
encourage 
executives to 
create long term 
shareholder 
value aligned 
with the 
timing of 
implementation 
of the 
company’s long 
term strategy
the following is a summary 
of the long term incentive 
plans currently utilised by 
the company other plans or 
amendments to the existing 
plans may be implemented 
at the discretion of the 
remuneration committee 
and subject to any required 
shareholder approvals
888 allemployee share plan
the company currently 
grants awards under the 888 
allemployee share plan
all employees consultants 
and executive directors 
of the group who are not 
within six months of their 
normal retirement age are 
eligible to participate in 
the 888 allemployee share 
plan at the discretion of the 
remuneration committee 
awards under the 888 all
employee share plan can either 
be granted for no consideration 
or with a nil exercise price for 
options or at an exercise price 
that will normally be no less 
than the market value of an 
ordinary share at the time of 
grant or average share price 
during a period as determined 
by the remuneration 
committee at time of grant in 
countries where an award or 
option involving real shares is 
not appropriate or feasible for 
legal regulatory or tax reasons 
a phantom award may be 
made which will on vesting pay 
a cash sum to an equivalent 
value in lieu of shares
the executive 
directors are 
granted nil cost 
options or awards 
over shares for 
no consideration 
on an annual 
basis following 
the publication 
of the group’s 
annual results 
the maximum 
grant allocation 
to each executive 
director under 
the allemployee 
plan is equal to 
100 of such 
executive director’s 
salary converted 
into shares of 
the company by 
reference to the 
prevailing market 
value of a share at 
the time of grant
share awards or nil cost options issued with 
performance criteria are subject to three year cliff 
vesting with equally weighted dependence on eps
based and tsrbased metrics
the performance conditions of nil cost options or free 
shares are measured over a period of three years 
commencing from the beginning of the financial year 
in which the award is granted with the vesting of 50 
of such share awards or options dependent upon the 
achievement of a performance condition based on 
cumulative growth in earnings per share eps over 
such threeyear period adjusted on a likeforlike 
basis and the vesting of the other 50 of such share 
awards or options dependent upon the achievement 
of a performance condition based on relative total 
shareholder return tsr compared to a defined peer 
group median over such threeyear period see below 
for peer group details
the threshold compound eps growth rate as well as 
the compound eps growth rate and annual relative tsr 
giving rise to maximum vesting are determined by the 
remuneration committee in accordance with executive 
directors’ annual targets with regard to the share 
awards or options subject to the eps performance 
condition where the compound annual eps growth 
rate is between the threshold compound eps growth 
rate and the compound eps growth rate giving rise 
to maximum vesting such share awards or options 
vest on a linear scale between 25 and 100 of the 
shares under the eps element with an eps growth rate 
of below the threshold compound eps growth rate not 
allowing any vesting with regard to the share awards 
or options subject to the tsr performance condition 
where the company’s tsr over the vesting period 
is between the median of a peer group determined 
by the remuneration committee and the tsr over 
the vesting period above such median giving rise to 
maximum vesting such share awards or options vest 
on a linear scale between 25 and 100 of the shares 
under the tsr element with a tsr below such median 
not allowing any vesting the peer group for the tsr 
performance condition determined by the remuneration 
committee is presently as follows with respect to awards 
made to date however the remuneration committee 
will reconsider the composition of such peer group on 
an annual basis prior to the grant of any share awards 
the maximum number of 
ordinary shares that an 
eligible employee may 
acquire pursuant to share 
awards or options granted 
to such person in any 
calendar year under the 
888 allemployee share 
plan and the 888 long term 
incentive plan may not have 
an aggregate market value 
as measured at the date of 
grant exceeding 200 of 
such person’s annual base 
salary or such higher limit as 
the remuneration committee 
may determine is appropriate 
in any individual case
awards vest over a fixed 
period of up to four years 
from the date determined by 
the remuneration committee 
at the time of grant the 
remuneration committee may 
determine that the vesting 
and release or exercise of 
share awards and options 
under    the 888 all employee 
share plan are subject to such 
performance conditions as the 
remuneration committee may 
impose at the time of grant
  bwinparty digital entertainment plc
  sportech plc
  ladbrokes plc
  playtech ltd and
  paddy power plc
the above conditions also applied to all awards under 
the 888 allemployee share plan to the executive 
directors from 1 january 2012
888 holdings ar2014 proof 8indd   37 30032015   115815 2396804    30 march 2015 1156 am     proof 8
38
888 holdings plc  annual report  accounts 2014
remuneration 
component purpose how it operates opportunity performance metrics
long term 
incentives
the vesting of awards is 
subject to any applicable 
performance conditions 
and continued employment 
during the vesting period 
with exceptions where the 
executive director leaves 
for certain “ “good reasons” 
including ill health injury 
disability timely retirement 
disposal of employing 
company or business 
by the group or other 
reasons determined by the 
remuneration committee 
awards will vest early in 
the event of a change of 
control of the company 
and in such event options 
may be exercised within 
one month of the date on 
which the relevant event 
occurs or otherwise lapse 
automatically provided that 
the board may determine 
instead that outstanding 
awards shall instead be 
exchanged for new awards 
which in the opinion of the 
board are equivalent thereto 
but relate to shares in a 
different company 
whilst not implemented at present the remuneration 
committee may decide to apply clawback or malus 
to long term incentive grants to executive directors 
recruited in future at its discretion and pursuant to the 
employment agreement of such executive director
awards and options granted 
under the 888 allemployee 
share plan may be satisfied 
through the issue of new 
shares it is intended that 
grants of options and awards 
under all employee share 
schemes utilised by the 
company are to be planned 
so as not to exceed 10 of 
the issued and outstanding 
ordinary share capital in any 
rolling ten year period the 
committee has regard to 
appropriate annual flowrates 
so as to ensure that these 
limits are not breached
 emplo y ee t rus ts
the company established 
a trust to further the 
interests of the company its 
subsidiaries and shareholders 
by providing share incentives 
to employees including 
executive directors of any 
group company to enable 
the group to attract retain 
and motivate employees 
the 888 holdings plc share 
plan trust currently holds 
46432 ordinary shares in the 
company
no recovery or withholding 
applies under the 888 
holdings plc share plan trust
directors’ remuneration report
888 holdings ar2014 proof 8indd   38 30032015   115816 2396804    30 march 2015 1156 am     proof 8
39
stock code 888 www888holdingsplccom
governance
remuneration 
component purpose how it operates opportunity performance metrics
long term 
incentives
company shares held by 
virtual share services limited
a whollyowned gibraltar 
subsidiary of the company 
named virtual share 
services limited has been 
established for the purpose 
of administering certain 
equity grants under the 888 
allemployee share plan 
including holding shares and 
paid dividends to satisfy 
future exercise of options by 
various group personnel who 
received such equity awards 
as at 31 december 2014 
virtual share services limited 
held 3124612 issued and 
outstanding ordinary shares 
in the company in order to 
satisfy vested nilcost options
888 long term incentive plan
all employees and executive 
directors of the group who 
are not within six months of 
their normal retirement age 
are eligible to participate in 
the 888 long term incentive 
plan at the discretion of the 
remuneration committee as 
at the date of this report no 
awards have been granted 
pursuant to the 888 long 
term incentive plan as set 
out above the company has 
given long term incentive 
awards to executive directors 
under the 888 allemployee 
share plan
awards and options granted 
under the 888 long term 
incentive plan may be 
satisfied through the issue 
of new shares it is intended 
that grants of options and 
awards under all employee 
share schemes utilised by the 
company are to be planned 
so as not to exceed 10 of 
the issued and outstanding 
ordinary share capital in any 
rolling ten year period the 
committee has regard to 
appropriate annual flowrates 
so as to ensure that these 
limits are not breached
this plan is 
presently not in use
this plan is presently not in use and the remuneration 
committee does not intend to operate this plan during 
the life of the remuneration policy
888 holdings ar2014 proof 8indd   39 30032015   115816 2396804    30 march 2015 1156 am     proof 8
40
888 holdings plc  annual report  accounts 2014
remuneration 
component purpose how it operates opportunity performance metrics
long term 
incentives
phantom share award
generally in circumstances where the grant 
of equity may give rise to dilution in excess 
of limits set down in institutional investor 
guidelines a phantom share award may be 
granted 
brian mattingley was granted a phantom 
share award by the company pursuant to 
his employment agreement dated 27 march 
2012 
the phantom share based award provides 
that mr mattingley will be entitled to a 
onetime cash sum on the vesting date 
of 27 march 2015 provided that he is in 
employment with the company at that time 
the amount payable is calculated on an 
incremental basis based on the average 
share price of the company over a period 
of 20 dealing days prior to the scheduled 
vesting date for the award the minimum 
amount payable is £250000 and the 
maximum payable is £5500000
specifically where the company’s average 
share price is less than 50p in the 20 
dealing days prior to the scheduled 
vesting date a minimum award amount 
of £250000 is payable where the share 
price is between 50p and 60p the award 
payable is calculated on a straightline 
basis between £250000 and £450000 
for each additional 10p above a share 
price of 60p up to £1 an incremental 
amount of £200000 is payable for each 
additional 10p above a share price of £1 
and up to £120 an incremental amount of 
£300000 is payable for each additional 
10p above a share price of £120 and up to 
£160 an incremental amount of £400000 
is payable and for each additional 10p 
above a share price of £160 up to £200 
an incremental amount of £500000 is 
payable up to a maximum payment of 
£5500000 
the maximum 
amount payable is 
£5500000 for the 
achievement of an 
average share price 
of at least £200 
over the 20 dealing 
days prior to  
27 march 2015
phantom awards are subject to three 
year cliff vesting and provide for a 
onetime cash sum on the vesting date 
provided that the executive director is in 
employment with the company at that 
time 
whilst not implemented at present the 
remuneration committee may decide 
to apply clawback or malus to phantom 
grants to executive directors recruited 
in future at its discretion and pursuant 
to the employment agreement of such 
executive director
the phantom award will also vest if mr 
mattingley leaves employment before the 
normal vesting date for any reason unless 
he resigns or the company dismisses him 
summarily in accordance with the terms 
of his contract for example for gross 
misconduct the average share price will 
normally be calculated by reference to 
the 20 day period up to the date of the 
termination of employment however if the 
company has terminated mr mattingley’s 
employment under notice he may request 
the average share price to be calculated 
either by reference to the period up to the 
service of the notice or the normal vesting 
date of 27 march 2015 as he chooses if 
there is a change of control the average 
share price will be calculated by reference 
to the period up to the change of control 
the fair value of mr mattingley’s award 
at 31 december 2014 has been externally 
evaluated at £22 million with the company 
recording a charge in the amount of £03 
million in its 2014 £14 million in 2013 
accounts in respect of the amount earned 
in the year
directors’ remuneration report
888 holdings ar2014 proof 8indd   40 30032015   115816 2396804    30 march 2015 1156 am     proof 8
41
stock code 888 www888holdingsplccom
governance
determination of performance measures
the performance measures adopted by the company in 
determining the remuneration of its executive directors 
acknowledge that the performance of the executive directors 
is best measured in accordance with the performance of 
the company as a whole for this reason the remuneration 
policy has regard to various financial measures including 
both internal measures such as likeforlike adjusted ebitda 
growth and cumulative growth in earnings per share adjusted 
to compare like for like as well as relative total shareholder 
return compared to a peer group median which the company 
believes best reflects the interests of shareholders in general 
the company seeks to remunerate its executive directors in line 
with comparable roles at other companies in the same market 
taking into account the scope of roles and responsibilities 
of the executive directors similarly the company seeks to 
remunerate its employees generally in line with comparable 
roles of personnel located in comparable locations
recruitment of new directors
the company is aware of its need to attract and retain new 
directors of suitable calibre to its business and determines the 
remuneration packages it offers by taking into account the 
global nature and competitive environment of its business 
the principles to be applied by the company in agreeing the 
components of a remuneration package for the appointment 
of a new executive director will include the following
  in general the total compensation package offered to a 
new executive director will not exceed the upper quartile 
total compensation package of the ftse 250
  insofar as practicable the remuneration proposed for a new 
executive director would be consistent with the ”approved 
policy” table set out above
  in order to secure an appropriate candidate it may be 
necessary to offer a higher base salary than that offered to 
the current executive directors
  there may be a need to compensate a newly recruited 
executive director for forfeiting remuneration from existing 
employment the company may award a newly recruited 
executive director a signing bonus or retention bonus 
which may be paid in the form of cash options and
or shares and may rely on listing rule 942 to put an 
appropriate arrangement in place upon recruitment if the 
remuneration being forfeited was subject to the achievement 
of performance conditions the compensation awards 
will be subject to company performance conditions and 
where practicable will mirror the vesting schedule of the 
remuneration being forfeited
  the company will not pay more than is necessary to attract 
a suitable individual for the role 
  relocation benefits may be provided where the newly 
recruited executive director is required by the company to 
relocate
  other benefits may also be payable including business 
expense reimbursement car or car allowance health 
insurance or contribution towards health insurance 
scheme pension or payment in lieu of pension life 
insurance holiday pay sick pay and other statutory benefits
  where an existing employee is promoted to the board 
existing contractual entitlements including any outstanding 
share and cash awards and pension entitlements will be 
honoured
  the remuneration committee may negotiate inclusion in a 
newly recruited executive director’s employment agreement 
a clawback andor malus mechanism as regards short term 
or long term incentives andor a mitigation mechanism 
regarding short term andor long term incentive payments 
made during the executive directors’ unexpired notice 
period where such executive director is engaged in other 
employment during such period 
  the company will make timely disclosure of the 
remuneration structure of any new executive director or 
chairman in a ris
directors’ service agreements and termination benefits
details of the directors’ service agreements are set out in 
charts 6a and 6b on page 46
it is the company’s policy that each executive director’s service 
agreement is terminable on no more than 12 months’ written 
notice by either party the notice period applying to brian 
mattingley’s and aviad kobrine’s employment is 12 months 
each executive director’s employment can be terminated 
by making a payment equal to the salary and pension 
contributions if any and the value of other contractual 
benefits due to the executive director in lieu of any unexpired 
notice period the executive directors shall continue to be 
entitled to be paid a bonus and in brian mattingley’s case to 
payment of his phantom share award as described on page 
40 in respect of any unexpired part of the notice period even 
if the employment is terminated by making payment in lieu 
of notice no other benefits upon termination of employment 
are payable each executive director’s employment can be 
terminated without compensation in circumstances where the 
employer is entitled to terminate for cause as defined for the 
purposes of the service agreement an executive director’s 
entitlement to share awards and share options under the 888 
allemployee plan on termination of employment are governed 
by the terms of that plan pursuant to which if the termination 
occurs for various “good reasons” set out in the plan details 
888 holdings ar2014 proof 8indd   41 30032015   115816 2396804    30 march 2015 1156 am     proof 8
42
888 holdings plc  annual report  accounts 2014
set out on page 38 any vested but unexercised awards 
may be exercised or released within six months after such 
cessation whilst any unvested portion automatically lapses 
unless determined otherwise by the remuneration committee 
in exercising its discretion the remuneration committee will 
have regard to the circumstances of the termination and any 
special circumstances of the executive director in determining 
whether to allow unvested awards to continue to be exercisable 
for an additional short period 
the directors’ service contracts are available for inspection 
at the company’s registered office at any time during normal 
business hours on any weekday saturdays sundays and 
public holidays excepted
policy on exit payments and loss of office
the remuneration committee will consider a director’s past 
performance the circumstances of and the reasons for his 
departure prevailing best practice and any transition  
handover required in exercising any discretions relating to 
his arrangements for loss of office including his contractual 
arrangements his participation in an annual bonus scheme 
and awards under the 888 all employee share plan and in 
brian mattingley’s case the phantom share award
consideration of shareholder views on remuneration
the remuneration committee intends to establish a 
programme of consultation with significant investors the board 
engages with significant investors regarding remuneration 
issues and intends to continue doing so
consideration of employee views on remuneration
whilst the company does not formally consult employees 
on remuneration in determining the remuneration policy for 
executive directors the committee takes account of the policy 
for employees across the workforce in particular when setting 
base salaries for executives the committee compares the 
salary increases with those for the workforce as a whole 
the overall remuneration policy for executive directors is 
broadly consistent with the remainder of the workforce 
executive remuneration and remuneration of senior employees 
is weighted towards performancerelated pay the company 
has introduced equity based schemes for senior employees 
albeit at lower quantum which are similar to those of the 
directors
remuneration scenarios
the company has prepared the following chart regarding 2015 
on a voluntary basis for the information of its shareholders 
the following charts set out the minimum target and maximum 
remuneration presently expected to be payable to each of the 
executive directors in 2015
chart 2 – remuneration scenarios
brian mattingley
maximum
42 58 0
0
0
target
59 41
minimum
100
■ fixed    ■ short term incentive    ■ long term incentive
700 600 500 400
’000
300 200 100 
aviad kobrine
46 27 27
33 40 27
maximum
target
minimum
100
■ fixed    ■ short term incentive    ■ long term incentive
2500 2000 1500 1000
’000
500 
fixed salary benefits and pension of brian mattingley and 
aviad kobrine are expected to be as follows
brian mattingley aviad kobrine
salary us 235338 614865
benefits us 18874 49124
pension us — 92230
total fixed 254212 756219
   as from the 2015 annual general meeting brian mattingley will be 
stepping down as chief executive officer and will be appointed as 
executive chairman of the board brian mattingley’s remuneration as 
executive chaiman will be decided by the remuneration committee 
in accordance with the company’s remuneration policy at the time of 
his appointment at this state mr mattingley’s remuneration following 
such dates is not reflected in the above chart
  brian mattingley will not be provided an accommodation benefit  
in 2015
directors’ remuneration report
888 holdings ar2014 proof 8indd   42 30032015   115816 2396804    30 march 2015 1156 am     proof 8
43
stock code 888 www888holdingsplccom
governance
the following assumptions were used in the charts on page 42
short term incentive the maximum bonus payable to 
executive directors is equal to one year’s salary pursuant 
to the revised remuneration policy to be proposed to 
shareholders at the 2015 annual general meeting of the 
company in circumstances of exceptional performance 
the remuneration committee shall have discretion to grant 
executive directors an additional bonus of up to 50 of base 
salary the chart assumes that the executive directors’ 2015 
target performance which the board considers stretching will 
give rise to entitlement of 75 of the maximum award amount 
in ordinary circumstances
long term incentive the chart assumes no further phantom 
grants to brian mattingley in 2015 and therefore there is 
no long term incentive component of brian mattingley’s 
compensation in 2015 aviad kobrine’s nil cost options are 
granted subject to the performance conditions set out in the 
remuneration policy the maximum grant to executive directors 
under the 888 allemployee share plan and remuneration 
policy is equal to of up to 100 of such executive director’s 
salary converted into shares of the company by reference to 
the prevailing market value of a share at the time of grant the 
chart assumes that aviad kobrine’s 2015 target performance 
which the board considers stretching will give rise to vesting 
of 75 of the maximum award amount with regard to brian 
mattingley the company’s expectation according to fair 
value has been used the chart assumes that the share price 
remains at the same share price as at 31 december 2014 
finally it should be noted that the chart shows the potential 
remuneration opportunity granted in the relevant year rather 
than what actually vests and is received in such year
  it is noted for completeness that the phantom share award granted to 
brian mattingley on 27 march 2012 will be fully vested and payable on 
27 march 2015 the fair value of mr mattingley’s award at 31 december 
2014 has been externally evaluated at £22 million
chart 3 – chairman and nonexecutive directors
remuneration 
component purpose how it operates
fees duly compensate chairman and non
executive directors taking into account 
the risks of the role in order to attract 
and retain a chairman and non
executive directors of suitable calibre
the chairman and the executive directors determine the fees paid to 
the nonexecutive directors the chairman’s fees are determined by the 
remuneration committee with reference to prevailing fee rates amongst 
the upper quartile of ftse 250 companies fees paid to the nonexecutive 
directors are set by reference to an assessment of the time commitment and 
responsibility associated with each role and the remuneration committee 
has reference in this respect to prevailing fee rates amongst the upper 
quartile of ftse 250 companies levels take account of additional demands 
placed upon individual nonexecutive directors by virtue of their holding 
particular offices such as committee chairman andor deputy chairman 
and travel time to board meetings at the groups headquarters in gibraltar 
the fees paid to each nonexecutive director during 2014 are disclosed in the 
directors remuneration summary on page 45
other benefits the chairman and the nonexecutive directors are not eligible to participate 
in any bonus plan pension plan share plan or long term incentive plan of 
the company the chairman and nonexecutive directors are covered by 
the company’s directors’  officers’ insurance policy and are entitled to 
indemnification in accordance with the company’s articles of association in 
addition the chairman receives a cash amount covering life insurance and 
health insurance expenses the amount paid to the chairman during 2014 is 
disclosed in the directors’ remuneration summary on page 45
nonexecutive directors’ appointments which are for a term of three years may be terminated by the company without notice 
in accordance with the company’s articles of association and the gibraltar companies act except for the chairman who 
is required to be given six months’ prior written notice of termination no compensation is payable on the termination of the 
appointment 
888 holdings ar2014 proof 8indd   43 30032015   115817 2396804    30 march 2015 1156 am     proof 8
44
888 holdings plc  annual report  accounts 2014
annual remuneration report
the following tables set out the remuneration received by the executive directors and nonexecutive directors in 2013 and 2014
chart 4a – single total figure executive directors
 
brian mattingley ceo1
’000
aviad kobrine cfo1
’000
salary 
2013 590  562 
2014 653  621 
benefits 
2013 63  46 
2014 64
2
  52 
short term incentives 
2013 622  592 
2014 615 586
long term incentives 
2013 —  — 
2014 — 2556
3
pension 
2013 —  84 
2014 — 93 
other items in the nature of 
remuneration 
2013 —  632
3
2014 — 562
3
total 
2013 1275  1916 
2014 1332 4470 
1  directors remuneration is converted from sterling into us at the average rate of exchange for the relevant month it was paid save for the 
annual cash bonus which is converted into us at the year end exchange rate
2  brian mattingley was granted an additional health insurance bupa benefit during 2014 the additional benefit was approved by the 
remuneration committee in order to bring mr mattingley’s benefits in line with other group executives and was considered an immaterial 
change to his current package of benefits 
3 the value of company shares held by vss for future satisfaction of nilcost options which vested during the relevant period together with 
dividend paid by the company to vss in respect of such shares until exercise of such nil cost options awards not subject to performance 
conditions are included under ‘‘other items in the nature of remuneration” rather than under ‘‘long term incentives”
salary in 2014 brian mattingley’s annual salary was £396000 
and aviad kobrine’s annual salary was £377000 in 2015 
brian mattingley’s and aviad kobrine’s annual salaries will 
be as stated on page 44 the increase in salary for each 
executive directors reflects an increase of 5 on the salary 
for 2014 in line with the remuneration policy in taking this 
decision the remuneration committee had regard to the last 
reported median salary level of the upper quartile of ftse 250 
companies and noted that the aforementioned increase in 
determining base salary did not constitute payment of more 
than 5 over such last reported upper quartile median salary 
amounts are converted from sterling into us at the average 
rate of exchange for the relevant month it was paid save for 
the annual cash bonus which is converted into us at the 
yearend exchange rate
  part of which is paid by the company and part by cassava 
enterprises gibraltar limited
benefits benefits provided to brian mattingley in 2014 include 
the provision of accommodation and health insurance benefits 
provided to aviad kobrine include a car allowance and health 
disability and life insurance
short term incentives the sole short term incentives applicable 
to brian mattingley and aviad kobrine in 2013 and 2014 
were their annual bonuses in both cases the performance 
conditions set out in the remuneration policy applied 
threshold performance for 2014 was 5 year on year adjusted 
ebitda growth and target performance for 2014 which was 
considered a stretching target was 15 yearonyear adjusted 
ebitda growth which would have given rise to payment of 
75 of the executive directors’ bonus opportunity with 20 
year on year adjusted ebitda growth giving rise to payment 
of the maximum amount of 100 of the executive directors’ 
bonuses in fact yearonyear adjusted ebitda growth for 
2014 increased by 33 thus giving rise to payment of 100 
of the executive directors’ bonuses the 2014 adjusted ebitda 
performance also exceeded budgeted ebitda for 2014
888 holdings ar2014 proof 8indd   44 30032015   115817 2396804    30 march 2015 1156 am     proof 8
45
stock code 888 www888holdingsplccom
governance
long term incentives the long term incentives applicable to aviad kobrine in 2013 and 2014 were governed by the 888 all
employee share plan in 2014 1175373 nilcost options granted to aviad kobrine on 24 may 2011 and due to vest on 24 may 
2014 subject to the fulfillment of the performance conditions set out in the directors’ remuneration report vested in full the 
performance targets set with regard to vesting of long term incentives in 2014 were calculated as follows
minimum maximum actual over three year period
performance vesting performance vesting performance vesting
annual eps growth linear 
metric applies to 50 of 
shares
5 25 20 100 83 per annum
year on year
100
tsr linear metric applies 
to 50 of shares
median of peer 
group identified 
in remuneration 
policy
25 10 above median 
of peer group 
identified in 
remuneration policy
100 49 above median 
of peer group 
identified in 
remuneration policy
100
as regards brian mattingley the phantom award is due to vest in 2015 and therefore no long term incentive figure appears in the 
table for 2013 and 2014 
pensions in 2014 brian mattingley had no pension entitlement from the company aviad kobrine is entitled to a cash payment in 
lieu of an annual contribution to his personal pension scheme of 15 of his base salary
other items in the nature of remuneration aviad kobrine benefited in 2013 and 2014 from vesting of awards under the 888 all
employee share plan granted to him in previous years the value of the vested awards is determined in accordance with the 
share price as of the vesting dates being £160 on 24 may 2013 and £127 on 24 may 2014 awards not subject to performance 
conditions are included under ‘‘other items in the nature of remuneration” rather than under ‘‘long term incentives”
chart 4b – single total figure nonexecutive directors
john anderson
3
’000
amos pickel
’000
ron mcmillan
2
 
’000
richard kilsby
1
’000
salary 2013 120  120 — 361 
2014 127  127  83  380 
1 richard kilsby will retire as chairman from the 2015 annual general meeting mr kilsby’s fee includes a cash amount covering life insurance and 
health insurance expenses
2  ron mcmillan was appointed to the board as chairman of the audit committee and as a member of the remuneration committee with effect 
as of 15 may 2014
3 as of the end of the 2015 annual general meeting john anderson is stepping down as nonexecutive director
scheme interests awarded
the following table sets out the long term incentives awarded to the executive directors under the 888 allemployee share plan  
in 2014
chart 5 – scheme interests awarded
executive director
scheme interest 
award
face value of 
award usd
percentage 
receivable 
on threshold 
performance
date on which 
performance 
measurement 
period ends
aviad kobrine long term 
incentives— 
performance nil 
cost options 
 634193 25 31 december 
2016
basis of awards awards over 248845 ordinary shares were made in 2014 to aviad kobrine details of the phantom award to brian 
mattingley in 2012 are detailed separately in the policy table the total grant allocation to eligible executive directors in 2014 
is equal to 100 of such executive director’s salary converted into shares of the company by reference to the prevailing market 
value of a share at the time of grant the prevailing share price at the date of the award 28 march 2014 was £ 154
888 holdings ar2014 proof 8indd   45 30032015   115817 2396804    30 march 2015 1156 am     proof 8
46
888 holdings plc  annual report  accounts 2014
performance conditions the performance conditions applying to the grants are as set out in the remuneration policy the 
performance targets applying to directors’ remuneration in 2015 are considered commercially sensitive the remuneration 
committee intends to disclose these performance targets retrospectively in the 2015 remuneration report
payments to past directors and payments for loss of office
no payments were made by the company in 2014 to any past director or for loss of office by any director
directors’ service contracts
chart 6a – directors’ service contracts executive directors
executive directors
name position contracting party
service 
contract date
unexpired term of 
service contract
brian mattingley chief executive officer the company 27032012 indefinite subject to termination 
provisions set out in the service 
agreement
aviad kobrine chief financial officer the company 14092005 indefinite subject to termination 
provisions set out in the service 
agreement
aviad kobrine chief financial officer cassava enterprises 
gibraltar limited
1
14092005 indefinite subject to termination 
provisions set out in the service 
agreement
1
 wholly owned subsidiary of the company
chart 6b – directors’ service contracts nonexecutive directors
nonexecutive directors
the chairman and the nonexecutive directors do not have service contracts but have signed letters of appointment
name position contracting party
letter of 
renewal date
unexpired term 
of appointment
richard kilsby chairman the company 01032013 until 01032016 subject to 
reelection at each 
annual general meeting
ron mcmillan nonexecutive 
director
the company appointed 
effective 
15052014
until 15052017 subject to 
reelection at each 
annual general meeting
john anderson nonexecutive 
director
the company 01032013 until 01032016 subject to 
reelection at each 
annual general meeting
1
amos pickel nonexecutive 
director
the company 01032013 until 01032016 subject to 
reelection at each 
annual general meeting
1 as of the end of the 2015 annual general meeting john anderson is stepping down as nonexecutive director
directors’ shareholdings and scheme interests
the following table sets out the shareholdings and scheme interests held in 2014 by the executive directors and nonexecutive 
directors no director is required to own shares in the company there have been no changes in directors’ interests in shares of 
the company between 31 december 2014 and the date of this report
directors’ remuneration report
888 holdings ar2014 proof 8indd   46 30032015   115817 2396804    30 march 2015 1156 am     proof 8
47
stock code 888 www888holdingsplccom
governance
chart 7 – directors’ shareholdings and scheme interests
 
share
1 
interests
unvested 
options
2
 with 
performance 
conditions
unvested 
options
2
 without 
performance 
conditions
vested 
unexercised 
options
2
 with 
performance 
conditions
vested 
unexercised 
options
2
 without 
performance 
conditions total
aviad kobrine —
3
 1086945  235075  1269874  1420562  4012456 
brian mattingley 142857  142857 
richard kilsby 114285  114285 
amos pickel 100000  100000 
john anderson 138869  138869 
ron mcmillan — —
1 ordinary shares
2 nil cost options
3 in previous annual reports aviad kobrine had erroneously been stated to hold 15620 ordinary shares in the company following further 
investigation the board acknowledged as of 29 september 2014 that these were in fact nilcost options granted to aviad kobrine on  
14 september 2006 and which vested on 14 april 2007 but that they were not in fact exercised promptly thereafter the shares in question 
reverted to the company’s ownership as did all dividends paid thereupon
no director was materially interested during the year in any contract which was significant in relation to the business of the 
company 
the parts of the directors’ remuneration report from chart 4a – single total figure to this point have been audited by ey in 
accordance with schedule 8 to the large and mediumsized companies and groups accounts and reports regulations 2008 
as amended 
total shareholder return
the chart below shows the value of an investment of £100 sterling in the company’s shares and in the ftse 250 index over a six 
year period ended 31 december 2014 the directors have chosen the ftse 250 index as the most appropriate comparator index 
as the company was a constituent member until october 2006 was included again in that index from february 2008 until 2010 
was on the reserve list in 2012 was readmitted as a full member in 2013 and was again excluded in june 2014 
chart 8 – value of £100 in 888 over 6 year period ended 31 december 2014 v ftse 250 index
300
250
200
150
100
50
0
112009
142009
172009
1102009
888 div
112010
142010
172010
1102010
112011
142011
172011
1102011
112012
142012
172012
1102012
112013
142013
172013
1102013
112014
142014
172014
1102014
888 div reinvest ftse 250 index
performance graph and table
the following table sets out details of the chief executive’s remuneration during the period 1 january 2009 – 31 december 2014 
it is noted that gigi levy served as chief executive of the company until 30 april 2011 and that brian mattingley then deputy 
chairman was appointed fulltime chief executive officer in march 2012 during the interim period brian mattingley took on 
certain executive duties
888 holdings ar2014 proof 8indd   47 30032015   115817 2396804    30 march 2015 1156 am     proof 8
48
888 holdings plc  annual report  accounts 2014
chart 9 – ceo performance
  2009 2010 2011 2012 2013 2014
total remuneration ’000 1168  958  3783  1060  1275  1331 
short term incentives 
–  compared to maximum possible 100 100 100 100 100 100
long term incentives 
–  compared to maximum possible 68 — 100 — — —
ceo remuneration – percentage change
the following table sets out the percentage change in salary  fees benefits and short term incentives from financial year 2013 to 
financial year 2014 for both the ceo and employees of the group taken as a whole
chart 10 – ceo remuneration percentage change
 
percentage change in 
ceo 
2014 vs 2013
average percentage 
change for all employees 
2014 vs 2013
salary 5 –3
benefits –5
1
0
short term incentives 5 15
1 during 2013 a one off lease payment was paid in relation to the ceo’s previous apartment the reduction in overall level of benefits is reflected 
in the gbp remuneration paid in practice and reflected in this chart however it is noted that due to gbpusd differentials the usd value of 
benefits paid to mr mattingley in 2014 showed an increase
notes
 — the salary figure includes base salary together with other payments made to the employees eg sick pay vacation pay but 
excluding discretionary bonuses
 — the benefits figure includes benefits granted to employees which are not part of salary eg medical insurance meals further 
education fund
 — pension amounts are not included in benefits
 — the short term incentives figure solely includes bonuses which are based on an estimation by the company based on the 
bonus accrual since bonuses are generally paid to group employees in april in respect of the previous financial year
 — ceo benefits include the provision of accommodation as well as health insurance from 1 june 2014
 — exchange rates were normalized for 2013 in order to neutralise foreign exchange effects
relative importance of spend on pay
the following graph sets out the actual expenditure by the company in financial years 2013 and 2014 on various items including 
on remuneration to group employees
chart 11 – relative importance of spend on pay
employee pay 
 beneﬁts
160
us millions
0
20
40
60
80
100
120
140
selling  marketing 
expenses
dividends taxes and duties 
■ 2014
■ 2013
95
18
4
53
59
112
140
134
33
51
17
27
directors’ remuneration report
888 holdings ar2014 proof 8indd   48 30032015   115818 2396804    30 march 2015 1156 am     proof 8
49
stock code 888 www888holdingsplccom
governance
the comparables chosen were the following
  the employee pay figure includes employee benefits in 
accordance with the financial statements including both 
staff costs and share benefit charges 
  sales and marketing expenses – this reflects the amount 
invested in development of the future revenue stream of the 
group driven by customer acquisition
  dividends – this reflects amounts distributed to 
shareholders
  taxes and duties – this is a necessary cost of doing 
business in a regulated business environment
implementation of the remuneration policy
the performance targets applying to directors’ remuneration in 
2015 are set out on remuneration policy table on page 36 
the salary to be paid to the executive directors in 2015 is set 
out on page 42 brian mattingley is entitled in 2015 to health 
insurance as from the 2015 annual general meeting brian 
mattingley will be stepping down as chief executive officer 
and will be appointed as executive chairman of the board 
discussions regarding brian mattingley’s remuneration as 
executive chairman are ongoing benefits payable to aviad 
kobrine in 2015 will be paid on the same basis as 2014 as set 
out on page 42 payment of short term incentives and vesting 
of long term incentives will occur in accordance with the 
remuneration policy and the performance targets set by the 
remuneration committee as stated above
remuneration committee advice
the remuneration committee consisted solely of independent 
nonexecutive directors currently amos pickel chair ron 
mcmillan and john anderson as a member of the ftse 250 
index until june 2014 the company was required to have three 
independent nonexecutive directors on its remuneration 
committee as of the end of the 2015 annual general meeting 
john anderson will step down as a nonexecutive director 
the company continues to seek suitably experienced non
executive directors to expand its board and committee 
membership details of attendances at committee meetings 
are contained in the statement on corporate governance on 
page 26
the remuneration committee’s remit includes such matters as
  determining and agreeing with the board the remuneration 
policy with regard to the company’s chairman chief 
executive officer chief financial officer and other members 
of the executive management 
  regularly reviewing the ongoing appropriateness and 
relevance of the company’s remuneration policy
  setting and monitoring performance criteria for bonus 
arrangements operated by the group ensuring that 
they represent achievable and motivating rewards for 
appropriate levels of performance and where appropriate 
are justifiable taking into account the company’s and its 
group’s overall performance and the corresponding return 
on shareholders’ investment in the same period
  recommending to the board the policy for and scope of 
pension arrangements for the executive directors and 
  in relation to the company’s share option and share award 
schemes setting or recommending vesting criteria which are 
appropriate in terms of the company’s performance and 
return on shareholders’ investment over the same period
the formal terms of reference of the remuneration committee 
are available on the company’s website www888holdingsplc
com
the board intends that executive remuneration policies be 
both formal and transparent it further acknowledges the 
importance of taking into consideration independent advice 
in setting remuneration policies and benefit levels in 2014 
the remuneration committee took into consideration advice 
received in the past from new bridge street however no 
additional advice was received during 2014 new bridge street 
does not provide any other services to the company and was 
appointed in the past by the remuneration committee as an 
objective and independent remuneration adviser no fees were 
paid by the company to new bridge street in 2014
voting at general meeting
at the company’s last annual general meeting held on 14 
may 2014 9204 of the votes 232709379 votes were cast 
for the resolution to approve the remuneration report 796 
20127376 votes of the votes were cast against the resolution 
to approve the remuneration report and 5523385 votes were 
withheld similarly 9011 of the votes 228221653 votes were 
cast for the resolution to approve the remuneration policy 
989 25058248 votes of the votes were cast against the 
resolution to approve the remuneration policy and 5080239 
votes were withheld
actions taken by the directors in 2014 in response to concerns 
of institutional investor groups included
  mr ron mcmillan was appointed to the board on 15 may 
2014 as chairman of the audit committee and as a 
member of the remuneration committee in light of mr 
mcmillan’s strong track record and capabilities the board 
believes that this appointment sends a strong message to 
institutional investors that it takes seriously the independent 
elements on its board and committees 
approval 
this report was approved by the board and signed on its 
behalf by
amos pickel
chairman of the remuneration committee
24 march 2015
888 holdings ar2014 proof 8indd   49 30032015   115818 2396804    30 march 2015 1156 am     proof 8
50
888 holdings plc  annual report  accounts 2014
independent auditor’s report to the members of 888 holdings plc
opinion on financial statements
in our opinion 
  the financial statements give a true and fair view of the state of the group’s and of the company’s affairs as at 31 december 
2014 and of the group’s profit for the year then ended
  the group financial statements have been properly prepared in accordance with ifrss as adopted by the european union
  the company financial statements have been properly prepared in accordance with ifrss as adopted by the european union 
and as applied in accordance with the provisions of the gibraltar companies act 1930 as amended and
  the financial statements have been prepared in accordance with the requirements of the gibraltar companies act 1930 as 
amended the gibraltar companies accounts act 1999 the gibraltar companies consolidated accounts act 1999 and 
article 4 of the ias regulation
what we have audited
we have audited the financial statements of 888 holdings plc for the year ended 31 december 2014 which comprise the 
consolidated income statement the consolidated statement of comprehensive income the consolidated and company 
balance sheets the consolidated and company statements of changes in equity the consolidated and company statements 
of cash flows and the related notes the financial reporting framework that has been applied in their preparation is international 
financial reporting standards ifrss as adopted by the european union and as regards the company financial statements as 
applied in accordance with the provisions of the gibraltar companies act 1930 as amended
this report is made solely to the company’s members as a body in accordance with section 182 of the gibraltar companies act 
1930 as amended and our engagement letter dated 1 september 2014 our audit work has been undertaken so that we might 
state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose 
to the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the company and the 
company’s members as a body for our audit work for this report or for the opinions we have formed 
respective responsibilities of directors and auditor
as explained more fully in the directors’ statement of responsibilities set out on page 25 the directors are responsible for 
the preparation of the financial statements and for being satisfied that they give a true and fair view the directors are also 
responsible for the preparation of the directors’ remuneration report which they have chosen to prepare being under no 
obligation to do so under gibraltar law and the preparation of the corporate governance report and statement on going 
concern under the listing rules our responsibility is to audit and express an opinion on the financial statements in accordance 
with applicable law and international standards on auditing uk and ireland those standards require us to comply with the 
auditing practices board’s ethical standards for auditors
scope of the audit of the financial statements
an audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material misstatement whether caused by fraud or error this includes an 
assessment of whether the accounting policies are appropriate to the group’s and the company’s circumstances and have been 
consistently applied and adequately disclosed the reasonableness of significant accounting estimates made by the directors 
and the overall presentation of the financial statements in addition we read all the financial and nonfinancial information in 
the annual report and accounts to identify material inconsistencies with the audited financial statements and to identify any 
information that is apparently materially incorrect based on or materially inconsistent with the knowledge acquired by us in the 
course of performing the audit if we become aware of any apparent material misstatements or inconsistencies we consider the 
implications for our report
in addition the company has also instructed us to
  report as to whether the information given in the corporate governance report with respect to internal control and risk 
management systems in relation to financial reporting processes and share capital structures is consistent with the financial 
statements
  report as to whether the section of the directors’ remuneration report that is described as audited has been properly 
prepared in accordance with the basis of preparation described therein and
  review the directors’ statement in relation to going concern as set out on page 29 which for a premium listed uk incorporated 
company is specified for review by the listing rules of the financial conduct authority
888 holdings ar2014 proof 8indd   50 30032015   115818 2396804    30 march 2015 1156 am     proof 8
51
www888holdingsplccom stock code 888
financials
our assessment of risk of material misstatement and response to that risk
the table below shows the risks we identified that have had the greatest effect on the overall audit strategy the allocation of 
resources in the audit and directing the efforts of the engagement team together with our audit response to the risk 
risk response
revenue recognition
the group makes a number of judgements 
in recognising revenue principally in 
respect of whether the group is acting 
as a principal or an agent with its b2b 
customers and whether certain customer 
bonuses are treated as a deduction from 
revenue or as a cost there is a risk that 
revenue is overstated in the group financial 
statements
  we documented and tested the key it general application and manual controls 
over the group’s principal gaming systems we then applied itbased auditing 
techniques to reperform the reconciliation between the group’s gaming revenue 
cash and customer accounts
  we challenged management’s judgements in respect of whether in its b2b 
contracts with customers the group was acting as a principal or an agent by 
reviewing the group’s contractual arrangements in the context of the guidance 
in ias 18 we also challenged the treatment of certain customer bonuses by 
considering the customer’s contractual obligations in respect of these bonuses
  we used analytical procedures to compare revenue to our expectations which 
were set on the basis of our understanding of the group and the industry this 
enabled us to identify any unusual trading patterns and to perform additional 
substantive audit and cutoff procedures on a sample of transactions
regulatory and legal risks
given the industry and jurisdictions in which 
the group operates as described in the 
principal risks and uncertainties on page 
19 there is a risk that the group will fail 
to obtain an appropriate licence have an 
existing licence adversely affected or be 
subject to other regulatory sanctions this 
gives rise to a risk over the completeness 
of provisions and disclosure of contingent 
liabilities
  we inquired of management and the group’s legal advisers about any known 
instances of material breaches in regulatory or licence compliance that needed 
to be disclosed or required provisions to be recorded
  we challenged any provisions recorded or contingent liabilities disclosed in the 
consolidated financial statements based on the correspondence with regulators 
and any legal advice the group has received
  we understood the group’s process and related controls over the identification 
and mitigation of regulatory and legal risks and assessed whether the controls 
are designed effectively to achieve this
capitalisation of development costs
the capitalisation of costs associated with 
the development of the group’s systems in 
accordance with the criteria set out in ifrs 
involves significant management judgement 
and is therefore an area of focus for 
our audit there is a risk that costs are 
capitalised inappropriately improving the 
group’s profitability
  we understood and tested the process and key controls over the group’s 
capitalisation of internal development costs including its payroll and purchasing 
systems
  for development projects capitalised in the year we challenged whether the 
group met the conditions set out in ias 38 for capitalisation and tested on a 
sample basis external supplier and internal payroll costs capitalised
taxation
the group operates in a number of 
countries resulting in complexities in 
the payment of and accounting for tax 
the group faces a risk that given the 
international nature of its operations 
material tax exposures may not be 
appropriately provided or disclosed in the 
financial statements
  we discussed with management and its legal advisers with support from our 
tax experts how the group manages and controls the companies in countries in 
which it operates
  we obtained and read the results of the third party tax studies obtained by the 
group and reviewed its correspondence with the relevant tax authorities in order 
to support the tax position of the group
  with support from our international tax experts we understood management’s 
interpretation and application of relevant tax law and challenged the 
appropriateness of its assumptions and estimates in relation to provisions and 
contingent liabilities
888 holdings ar2014 proof 8indd   51 30032015   115819 2396804    30 march 2015 1156 am     proof 8
52
888 holdings plc  annual report  accounts 2014
independent auditor’s report to the members of 888 holdings plc
risk response
impairment of assets
the group applies judgement and 
estimates in its assessment of the carrying 
value of its goodwill and other noncurrent 
assets these include goodwill arising 
from previous acquisitions and capitalised 
development costs relating to activities in a 
number of jurisdictions there is a risk that 
impairments in the value of the group’s 
assets are not identified
  we challenged the inputs and assumptions to management’s discounted cash 
flow models to support its impairment tests these included management’s 
cash flow forecasts operating margins and longterm growth rates which we 
compared to the group’s historical performance and forecasting accuracy 
and the discount rates applied in the context of externally available data and 
benchmarking studies
  we challenged management’s sensitivity analysis to focus on those 
assumptions to which these valuations were more sensitive and considered 
the appropriateness of the disclosures in note 10 to the consolidated financial 
statements given the requirements of ias 36
our application of materiality 
we determined materiality for the group to be us34 million 2013 us40 million which is approximately 5 of profit before 
tax and below 2 of equity we used profit before tax as the basis for determining materiality as it is a key measure for the 
group’s shareholders to assess its financial performance this provided a basis for determining the nature timing and extent of 
risk assessment procedures identifying and assessing the risk of material misstatement and determining the nature timing and 
extent of further audit procedures
on the basis of our risk assessments together with our assessment of the group’s overall control environment our judgement 
was that overall performance materiality ie our tolerance for misstatement in an individual account or balance for the group 
should be 50 of planning materiality namely us17 million our objective in adopting this approach was to ensure that total 
uncorrected and undetected audit differences in all accounts did not exceed our materiality level
we agreed with the audit committee that we would report to the committee all audit differences in excess of us145000 as well 
as differences below that threshold that in our view warranted reporting on qualitative grounds
we evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in the 
light of other relevant qualitative considerations
an overview of the scope of our audit
the group operates from a small number of locations and as an online gaming operator the group’s accounting is centrally 
managed for the purposes of our group audit we determined that there were two components one being a subsidiary in israel 
and the other being the remainder of the group the israeli subsidiary was subject to a full scope audit by a component team in 
israel and the remainder of the group was audited by the group audit team the components we audited therefore account for 
the entirety of the group’s revenue profit before tax and total assets this provided us with an appropriate basis for undertaking 
audit work to address the risks of material misstatement identified above
audit work at the israeli subsidiary is undertaken based on a percentage of our total performance materiality the performance 
materiality set for that component is based on its relative size and our view of the risk of misstatement at that component in the 
current year the performance materiality allocated to the israeli subsidiary was us07 million
the group audit team followed a programme of planned visits that has been designed to ensure that the gibraltar statutory audit 
partner and the uk audit partner visited the group’s key locations including the israeli subsidiary at the planning interim and 
year end phases of the audit during these visits the group audit team attended audit planning and closing meetings the group’s 
audit committee meetings and conducted and reviewed audit work for the israeli subsidiary in addition to the location visits the 
group audit team reviewed key working papers and participated in the component team’s planning including its discussion of 
fraud and error the allocation of responsibilities between the group audit team and the israeli component team was such that 
the audit work on each of the areas of risk described above was led by the group audit team
888 holdings ar2014 proof 8indd   52 30032015   115819 2396804    30 march 2015 1156 am     proof 8
53
www888holdingsplccom stock code 888
financials
opinion on other matters prescribed by the gibraltar companies act 1930 as amended
in our opinion the information given in the strategic report and the directors report for the financial year for which the financial 
statements are prepared is consistent with the financial statements
opinion on other matters as per the terms of our engagement with the company 
in our opinion
  the information given in the corporate governance report with respect to internal control and risk management systems in 
relation to financial reporting processes and share capital structures is consistent with the financial statements and
  the section of the directors’ remuneration report that is described as audited has been properly prepared in accordance with 
the basis of preparation described therein
matters on which we are required to report by exception
we have nothing to report in respect of the following 
under the isas uk and ireland we are required to report to you if in our opinion information in the annual report and accounts 
is 
  materially inconsistent with the information in the audited financial statements or
  apparently materially incorrect based on or materially inconsistent with our knowledge of the group acquired in the course of 
performing our audit or
  is otherwise misleading 
in particular we are required to consider whether we have identified any inconsistencies between our knowledge acquired during 
the audit and the directors’ statement that they consider the annual report and accounts is fair balanced and understandable 
and whether the annual report and accounts appropriately discloses those matters that we communicated to the audit 
committee which we consider should have been disclosed
under the gibraltar companies act 1930 as amended we are required to report to you if in our opinion
  the company has not kept proper accounting records or
  if information specified by law regarding directors’ remuneration and other transactions is not disclosed or 
  we have not received all the information and explanations we require for our audit
under the listing rules we are required to review
  the part of the corporate governance report relating to the company’s compliance with the nine provisions of the uk 
corporate governance code specified for our review
the company has voluntarily complied with and has instructed us to review the directors’ statement set out on page 29 in 
relation to going concern this statement is specified for review by the listing rules of the financial conduct authority for 
premium listed uk incorporated companies
cameron cartmell nonstatutory auditor 
ernst  young llp  
london 
24 march 2015
jose julio pisharello statutory auditor 
for and on behalf of ey limited registered auditors 
regal house 
queensway 
gibraltar 
24 march 2015
888 holdings ar2014 proof 8indd   53 30032015   115819 2396804    30 march 2015 1156 am     proof 8
54
888 holdings plc  annual report  accounts 2014
consolidated income statement
for the year ended 31 december 2014
note
2014 
us million
2013
us million
revenue 3 4547 4005
operating expenses 1493 1280
gaming duties 158 137
research and development expenses 407 307
selling and marketing expenses 1338 1399
administrative expenses 351 320
operating profit before share benefit charges 817 617
share benefit charges 21 17 55
operating profit 4 800 562
finance income 6 03 72
finance expenses 6 48 75
movement in contingent consideration 01 05
profit on acquisition of equity accounted joint ventures 12 — 19
share of posttax loss of equity accounted joint ventures 12 77 41
profit before tax 679 532
taxation 7 110 32
profit after tax for the year attributable to equity holders of the parent 569 500
note
2014
us 
2013
us
earnings per share 8
basic 161¢ 142¢
diluted 159¢ 140¢
consolidated statement of comprehensive income
for the year ended 31 december 2014
note
2014 
us million
2013
us million
profit for the year 569 500
items that may be reclassified subsequently to profit or loss
group share of equity injections by joint venture partner in equity accounted joint ventures 12 38 61
exchange differences on translation of foreign operations 05 —
items that will not be reclassified to profit or loss
remeasurement of severance pay liability 5 03 05
total other comprehensive income for the year 30 56
total comprehensive income for the year attributable to equity holders of the parent 599 556
the notes on pages 58 to 87 form part of these consolidated financial statements
888 holdings ar2014 proof 8indd   54 30032015   115819 2396804    30 march 2015 1156 am     proof 8
55
www888holdingsplccom stock code 888
financials
note
2014 
us million
2013
us million
assets
noncurrent assets
goodwill and other intangible assets 10 1572 1557
property plant and equipment 11 155 191
investment in equity accounted joint ventures 12 — 39
noncurrent receivables 16 07 —
available for sale investment 02 02
deferred taxes assets 13 05 12
1741 1801
current assets
cash and cash equivalents 14 1631 1158
short term investments 15 — 39
trade and other receivables 16 300 314
income tax receivable — 10
1931 1521
total assets 3672 3322
equity and liabilities
equity attributable to equity holders of the parent
share capital 17 32 32
share premium 13 09
retained earnings 1806 1706
total equity attributable to equity holders of the parent 1851 1747
liabilities
current liabilities
trade and other payables 18 1041 925
derivative financial instruments 24 25 42
income tax payable 46 19
customer deposits 19 675 554
contingent consideration — 04
share benefit charges  cash settled 21 34 —
1821 1544
noncurrent liabilities
share benefit charges  cash settled 21 — 31
total liabilities 1821 1575
total equity and liabilities 3672 3322
the consolidated financial statements on pages 54 to 87 were approved and authorised for issue by the board of directors on  
24 march 2015 and were signed on its behalf by
brian mattingley
chief executive officer
aviad kobrine
chief financial officer
the notes on pages 58 to 87 form part of these consolidated financial statements
consolidated balance sheet
at 31 december 2014
888 holdings ar2014 proof 8indd   55 30032015   115819 2396804    30 march 2015 1156 am     proof 8
56
888 holdings plc  annual report  accounts 2014
consolidated statement of changes in equity 
for the year ended 31 december 2014
share 
capital 
us  million
share 
premium 
us  million
retained 
earnings 
us  million
foreign 
currency 
translation 
reserve 
us  million
total 
us  million
balance at 1 january 2013 32 01 1449 — 1482
profit after tax for the year attributable to equity  
holders of the parent — — 500 — 500
other comprehensive income for the year — — 56 — 56
total comprehensive income — — 556 — 556
dividend paid note 9 — — 332 — 332
equity settled share benefit charges note 21 — — 33 — 33
issue of shares note 17 — 08 — — 08
balance at 31 december 2013 32 09 1706 — 1747
profit after tax for the year attributable to equity  
holders of the parent — — 569 — 569
other comprehensive income for the year — — 35 05 30
total comprehensive income — — 604 05 599
dividend paid note 9 — — 512 — 512
equity settled share benefit charges note 21 — 13 — 13
issue of shares note 17 — 04 — — 04
balance at 31 december 2014 32 13 1811 05 1851
the following describes the nature and purpose of each reserve within equity 
share capital — represents the nominal value of shares allotted calledup and fully paid 
share premium — represents the amount subscribed for share capital in excess of nominal value 
retained earnings — represents the cumulative net gains and losses recognised in the consolidated statement of comprehensive 
income and other transactions with equity holders 
foreign currency translation reserve — represents exchange differences arising from the translation of all group entities that have 
functional currency different from us dollars
the notes on pages 58 to 87 form part of these consolidated financial statements
888 holdings ar2014 proof 8indd   56 30032015   115820 2396804    30 march 2015 1156 am     proof 8
57
www888holdingsplccom stock code 888
financials
note
2014 
us million
2013
us million
cash flows from operating activities
profit before tax 679 532
adjustments for 
depreciation 11 90 83
amortisation and impairment charges 10 100 56
interest income 6 03 03
fair value movements on unrealised foreign exchange derivatives 6 17 75
share of post tax loss of equity accounted joint ventures 12 77 41
profit on acquisition of equity accounted joint ventures 12 — 19
movement in contingent consideration 01 05
share benefit charges 21 17 55
942 825
decrease increase in trade receivables 16 16 07
decrease increase in other accounts receivables 16 36 20
increase in customer deposits 19 81 59
increase in trade and other payables 18 125 88
cash generated from operations 1200 945
income tax paid 81 43
net cash generated from operating activities 1119 902
cash flows from investing activities
consideration paid on acquisitions 03 08
purchase of property plant and equipment 11 55 91
decrease increase in short term investments 15 39 04
interest received 6 03 03
acquisition of intangible assets 10 29 08
internally generated intangible assets 10 86 127
net cash used in investing activities 131 235
cash flows from financing activities
issue of shares 17 04 08
dividends paid 9 512 332
net cash used in financing activities 508 324
net increase in cash and cash equivalents 480 343
net foreign exchange difference 07 —
cash and cash equivalents at the beginning of the year 14 1158 815
cash and cash equivalents at the end of the year
1
14 1631 1158
1 cash and cash equivalents includes restricted cash of 49 million 2013 46 million 
the notes on pages 58 to 87 form part of these consolidated financial statements
consolidated statement of cash flows
for the year ended 31 december 2014
888 holdings ar2014 proof 8indd   57 30032015   115820 2396804    30 march 2015 1156 am     proof 8
58
888 holdings plc  annual report  accounts 2014
1 general information
company description and activities 
888 holdings public limited company the ‘company’ and its subsidiaries together the ‘group’ was founded in 1997 in the 
british virgin islands and since 17 december 2003 has been domiciled in gibraltar company number 90099  
on 4 october 2005 the company listed on the london stock exchange 
the group is the owner of innovative proprietary software solutions providing a range of virtual online gaming services 
over the internet including casino and games poker bingo and emerging offerings mainly comprising 888’s sportsbook 
brand licencing revenue on third party platforms and mytopia social games these services are provided to end users and 
to business partners through its business to business unit dragonfish in addition the group provides payment services 
customer support and online advertising
definitions 
in these financial statements 
the company 888 holdings public limited company
the group 888 holdings public limited company and its subsidiaries
subsidiaries companies over which the company has control as defined in ifrs 10  consolidated financial 
statements and whose accounts are consolidated with those of the company
related parties as defined in ias 24 — related party disclosures
jointly controlled 
entities as defined in ifrs 11 — joint arrangements
2 significant accounting policies
the significant accounting policies applied in the preparation of the consolidated financial statements are as follows 
basis of preparation 
the consolidated financial statements of the group have been prepared in accordance with international financial 
reporting standards ‘ifrss’ including international accounting standards ‘ias’ and interpretations adopted by the 
international accounting standards board ‘iasb’ and endorsed for use by companies listed on an eu regulated market 
the consolidated financial statements have been prepared on a historical cost basis except for available for sale 
investments and derivative financial instruments which have been measured at fair value
the consolidated financial statements are presented in us dollars us million because that is the currency the group 
primarily operates in 
the consolidated financial statements comply with the gibraltar companies accounts act 1999 the gibraltar companies 
consolidated accounts act 1999 and the gibraltar companies act 1930 as amended 
the significant accounting policies applied in the consolidated financial statements in the prior year have been 
applied consistently in these consolidated financial statements without any material changes the following standards 
interpretations and amendments issued by the iasb or the international financial reporting interpretations committee 
‘ifric’ have been adopted by the group during the year with no significant impact on its consolidated results or financial 
position
  ifrs 10 — consolidated financial statements and ias 27 — separate financial statements — ifrs 10 establishes 
a single control model that applies to all entities including special purpose entities as a consequence ias 27 was 
renamed separate financial statements and has been limited to accounting for subsidiaries jointly controlled 
entities and associates in separate financial statements the changes introduced by ifrs 10 required management to 
reconsider which entities are controlled and therefore are required to be consolidated by a parent compared with the 
requirements that were in ias 27 no differences were identified effective for accounting periods beginning on or after  
1 january 2014 
  ifrs 11 — joint arrangements and ias 28 — investments in associates and joint ventures — ifrs 11 removes the option to 
account for jointlycontrolled entities using proportionate consolidation instead entities that meet the definition of a joint 
venture based on rights to net assets only must be accounted for using the equity method ias 28 has been renamed 
investments in associates and joint ventures and describes the application of the equity method to investments in joint 
ventures in addition to associates effective for accounting periods beginning on or after 1 january 2014 
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   58 30032015   115820 2396804    30 march 2015 1156 am     proof 8
59
www888holdingsplccom stock code 888
financials
  ifrs 12 — disclosure of interests in other entities — ifrs 12 includes all of the disclosures required by ifrs 10 ias 27 
ias 28 and ifrs 11 in one standard these disclosures relate to an entity’s interests in subsidiaries joint arrangements 
associates and structured entities a number of new disclosures are also required including how the entity determines 
that it controls another entity where judgement is used effective for accounting periods beginning on or after  
1 january 2014 
  amendments to ifrs 10 ifrs 12 and ias 27 — investment entities — these amendments provide an exception to the 
consolidation requirement for entities that meet the definition of an investment entity under ifrs 10 consolidated 
financial statements these amendments have no impact on the group since none of the entities in the group qualifies 
to be an investment entity under ifrs 10 effective for accounting periods beginning on or after 1 january 2014 
  amendments to ias 32 — offsetting financial assets and financial liabilities — these amendments clarify the meaning 
of ’currently has a legally enforceable right to setoff’ and the criteria for nonsimultaneous settlement mechanisms of 
clearing houses to qualify for offsetting and is applied retrospectively these amendments have no impact on the group 
since none of the entities in the group has any offsetting arrangements effective for accounting periods beginning on or 
after 1 january 2014
  amendments to ias 36 — recoverable amount disclosures for nonfinancial assets — these amendments clarify 
the disclosure requirements in respect of fair value less costs of disposal removing the requirement to disclose the 
recoverable amount for each cashgenerating unit for which the carrying amount of goodwill or intangible assets with 
indefinite useful lives allocated to that unit is significant these amendments have no impact on the group as it uses value 
in use in its impairment testing effective for accounting periods beginning on or after 1 january 2014
  amendments to ias 39 — novation of derivatives and continuation of hedge accounting — these amendments provide 
relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets 
certain criteria and retrospective application is required these amendments have no impact on the group as the group 
does not apply hedge accounting effective for accounting periods beginning on or after 1 january 2014
  ifric 21 levies — clarifies that an entity recognises a liability for a levy when the activity that triggers payment as 
identified by the relevant legislation occurs for a levy that is triggered upon reaching a minimum threshold the 
interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached 
retrospective application is required for ifric 21 this interpretation has no impact on the group as it has applied 
the recognition principles under ias 37 provisions contingent liabilities and contingent assets consistent with the 
requirements of ifric 21 in prior years effective for accounting periods beginning on or after 1 january 2014
the following standards interpretations and amendments issued by the iasb or ifric have not been adopted by the group 
as they were not effective for the year the group is currently assessing the impact these standards interpretations and 
amendments will have on the presentation of and recognition in its consolidated results in future periods
  amendments to ias 19 — defined benefit plans employee contributions effective for accounting periods beginning on or 
after 1 july 2014
  amendments to ias 1 — disclosure initiative effective for accounting periods beginning on or after 1 january 2016
  amendments to ias 16 and ias 38 — clarification of acceptable methods of depreciation and amortisation effective for 
accounting periods beginning on or after 1 january 2016
  amendments to ias 16 and ias 41 — agriculture bearer plants effective for accounting periods beginning on or after  
1 january 2016
  amendments to ias 27 — equity method in separate financial statements effective for accounting periods beginning on 
or after 1 january 2016
  amendments to ifrs 10 ifrs 12 and ias 28 — investment entities applying the consolidation exception effective for 
accounting periods beginning on or after 1 january 2016
  amendments to ifrs 10 and ias 28 — sale or contribution of assets between an investor and its associate or joint 
venture effective for accounting periods beginning on or after 1 january 2016
888 holdings ar2014 proof 8indd   59 30032015   115820 2396804    30 march 2015 1156 am     proof 8
60
888 holdings plc  annual report  accounts 2014
2 significant accounting policies continued
  amendments to ifrs 11 — accounting for acquisitions of interests in joint operations effective for accounting periods 
beginning on or after 1 january 2016
  ifrs 14 — regulatory deferral accounts effective for accounting periods beginning on or after 1 january 2016
  ifrs 15  revenue from contracts with customers effective for accounting periods beginning on or after 1 january 2017
  ifrs 9  financial instruments effective for accounting periods beginning on or after 1 january 2018 
critical accounting estimates and judgments
the preparation of consolidated financial statements under ifrs requires the group to make estimates and judgments that 
affect the application of policies and reported amounts estimates and judgments are continually evaluated and are based 
on historical experience and other factors including expectations of future events that are believed to be reasonable under 
the circumstances actual results may differ from these estimates 
included in this note are accounting policies which cover areas that the directors consider require estimates and 
assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities 
in the future these policies together with references to the related notes to the financial statements which include further 
commentary on the nature of the estimates and judgments made can be found below 
revenue
the group applies judgement in determining whether it is acting as a principal or an agent where it provides services to 
business partners through its business to business unit in making these judgements the group considers by examining each 
contract with its business partners which party has the primary responsibility for providing the services and is exposed 
to the majority of the risks and rewards associated with providing the services as well as if it has latitude in establishing 
prices either directly or indirectly this is described in further detail in the revenue accounting policy set out below
taxation
due to the international nature of the group and the complexity of tax legislation in the jurisdictions in which it operates 
the group applies judgement in estimating the likely outcome of tax matters and the resultant provision for income taxes 
in making that judgement the group makes assumptions regarding the interpretation and application of tax laws to the 
circumstances of those specific items the group believes that its accruals for tax liabilities are appropriate based on its 
assessment of many factors including past experience and these interpretations of tax law
impairment of goodwill and other intangible assets
determining whether goodwill or intangible assets with indefinite lives are impaired requires an estimation of the value in use 
of the cashgenerating units to which the goodwill or intangible assets have been allocated the value in use calculation 
requires the entity to estimate the future cash flows expected to arise from the cashgenerating unit and a suitable discount 
rate in order to calculate present value for further information see note 10 
internally generated intangible assets
costs relating to internally generated intangible assets are capitalised if the criteria for recognition as assets are met 
the initial capitalisation of costs is based on management’s judgment that technological and economic feasibility criteria 
are met in making this judgement management considers the progress made in each development project and its latest 
forecasts for each project other expenditure is charged to the consolidated income statement in the year in which the 
expenditure is incurred following initial recognition intangible assets are carried at cost less any accumulated amortisation 
and any accumulated impairment losses for further information see note 10 
investment in equity accounted joint ventures
the group’s share of results of joint ventures is included in the consolidated income statement using the equity method 
of accounting investments in joint ventures are carried in the consolidated balance sheet at cost plus postacquisition 
changes in the group’s share of net assets of the entity less any impairment in value if the group’s share of losses in the 
joint venture equals or exceeds its investment in the joint venture the group does not recognise further losses the group 
also applies judgement in determining the appropriate accounting treatment for its share of equity contributions made by 
its joint venture partners for further information see note 12 
contingent liabilities and regulatory matters
the group makes a number of judgements in respect of the disclosure of contingent liabilities for regulatory matters these 
are described in further detail in note 26
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   60 30032015   115820 2396804    30 march 2015 1156 am     proof 8
61
www888holdingsplccom stock code 888
financials
2 significant accounting policies continued
basis of consolidation
the consolidated financial statements include the accounts of the company and its subsidiaries the subsidiaries are 
companies controlled by 888 holdings public limited company control exists where the company has power over an entity 
exposure or rights to variable returns from its involvement with an entity and the ability to use its power over an entity to 
affect the amount of its returns subsidiaries are consolidated from the date the parent gained control until such time as 
control ceases 
the financial statements of subsidiaries are included in the consolidated financial statements using the purchase method 
of accounting on the date of the acquisition the assets and liabilities of a subsidiary are measured at their fair values and 
any excess of the fair value of the consideration over the fair values of the identifiable net assets acquired is recognised as 
goodwill 
intercompany transactions and balances are eliminated on consolidation 
the financial statements of subsidiaries are prepared for the same reporting period as the parent company and using 
consistent accounting policies 
revenue 
revenue is recognised provided that it is probable that economic benefits will flow to the group and the revenue can be 
reliably measured revenue is recognised in the accounting periods in which the transactions occurred after deduction 
of certain promotional bonuses granted to customers and after adding the management fees and charges applied to 
customer accounts and is measured at the fair value of the consideration received or receivable 
revenue consists of income from online activities and income generated from foreign exchange commissions on customer 
deposit and withdrawals and account fees which is allocated to each reporting segment 
revenue from online activities comprises
casino and bingo
casino and bingo online gaming revenue is represented by the difference between the amounts of bets placed by 
customers less amounts won
poker 
poker online gaming revenue represents the commission charged from each poker hand in ring games and entry fees 
for participation in poker tournaments in poker tournaments entry fee revenue is recognised when the tournament has 
concluded 
emerging offerings 
revenue from emerging offerings is mainly comprised of sportsbook social games and brand licensing on third party 
platforms
  sportsbook online gaming revenue comprises bets placed less payouts to customers adjusted for the fair value of open 
betting positions
  social games revenue comprises the group’s share from the sale of virtual goods to customers playing the group’s 
games 
  revenue derived from brand licensing on third party platforms represents the group’s net revenue share from that 
activity
888 holdings ar2014 proof 8indd   61 30032015   115820 2396804    30 march 2015 1156 am     proof 8
62
888 holdings plc  annual report  accounts 2014
2 significant accounting policies continued
b2b 
for services provided to business partners through its business to business unit the group considers whether for each 
customer it is acting as a principal or as an agent by considering which party has the primary responsibility for providing 
the services and is exposed to the majority of the risks and rewards associated with providing the services as well as if it 
has latitude in establishing prices either directly or indirectly
  where the group is considered to be the principal income is recognised as the gross revenue generated from use of the 
group’s platform in online gaming activities with the partners’ share of the revenue charged to operating expenses 
  in other cases income is recognised as the group share of the net revenue generated from use of the group’s platform
  b2b also includes fees from the provision of certain gaming related services to partners
  customer advances received are treated as deferred income within current liabilities and released as they are earned
operating expenses
operating expenses consists primarily of staff costs payment service providers’ commissions chargebacks commission 
and royalties payable to third parties all of which are recognised on an accruals basis and depreciation and amortisation
administrative expenses
administrative expenses consist primarily of staff costs and corporate professional expenses both of which are recognised 
on an accruals basis
foreign currency 
monetary assets and liabilities denominated in currencies other than the functional currency of the relevant company are 
translated into that functional currency using yearend spot foreign exchange rates nonmonetary assets and liabilities are 
translated using exchange rates prevailing at the dates of the transactions exchange rate differences on foreign currency 
transactions are included in financial income or financial expenses in the consolidated income statement as appropriate 
the results and financial position of all group entities that have a functional currency different from us dollars are 
translated into the presentation currency at foreign exchange rates as set out below exchange differences arising if any 
are recorded in the consolidated statement of comprehensive income as a component of other comprehensive income 
i assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance 
sheet and
ii income and expenses for each income statement are translated at an average exchange rate unless this average 
is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates in which 
case income and expenses are translated at the dates of the transactions
taxation 
the tax expense represents tax payable for the year based on currently applicable tax rates 
deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet 
differs from its tax base they are accounted for using the balance sheet liability method recognition of deferred tax 
assets is restricted to those instances where it is probable that taxable profits will be available against which the difference 
can be utilised such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the 
initial recognition other than in a business combination of other assets and liabilities in a transaction that affects neither 
the taxable profit nor the accounting profit the amount of the asset or liability is determined using tax rates that have 
been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax 
liabilitiesassets are settledrecovered
intangible assets 
acquired intangible assets 
intangible assets acquired separately consist mainly of software licences and domain names are capitalised at cost  
those acquired as part of a business combination are recognised separately from goodwill if the fair value can be 
measured reliably these intangible assets are amortised over the useful life of the assets which for software licences is 
between one and five years and for domain names is five years 
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   62 30032015   115820 2396804    30 march 2015 1156 am     proof 8
63
www888holdingsplccom stock code 888
financials
2 significant accounting policies continued
internally generated intangible assets 
expenditure incurred on development activities of gaming platform is capitalised only when the expenditure will lead to new 
or substantially improved products or processes the products or processes are technically and commercially feasible and 
the group has sufficient resources to complete development all other development expenditure is expensed subsequent 
expenditure on intangible assets is capitalised only where it clearly increases the economic benefits to be derived from 
the asset to which it relates the group estimates the useful life of these assets as between three and five years except 
for certain licence costs which are amortised over either the life of the licence or up to 20 years whichever is the shorter 
period
goodwill and business combinations
goodwill represents the excess of the fair value of the consideration in a business combination over the group’s interest in 
the fair value of the identifiable assets liabilities and contingent liabilities acquired consideration comprises the fair value 
of any assets transferred liabilities assumed and equity instruments issued
goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated 
income statement and not subsequently reversed where the fair values of identifiable assets liabilities and contingent 
liabilities exceed the fair value of consideration paid the excess is credited in full to the consolidated income statement 
on the acquisition changes in the fair value of the contingent consideration are charged or credited to the consolidated 
income statement in addition the direct costs of acquisition are charged immediately to the consolidated income 
statement
property plant and equipment 
property plant and equipment is stated at historic cost less accumulated depreciation assets are assessed at each 
balance sheet date for indicators of impairment 
depreciation is calculated using the straightline method at annual rates estimated to write off the cost of the assets less 
their estimated residual values over their expected useful lives the annual depreciation rates are as follows 
it equipment 33
office furniture and equipment 7–15
motor vehicles 15
leasehold improvements over the shorter of the term of the lease or useful lives
impairment of nonfinancial assets 
impairment tests on goodwill are undertaken annually on 31 december and where applicable an impairment loss is 
recognised immediately in the consolidated income statement other nonfinancial assets are subject to impairment tests 
whenever events or changes in circumstances indicate that their carrying amount may not be recoverable where the 
carrying value of an asset exceeds its recoverable amount being the higher of value in use and fair value less costs to sell 
the asset is written down accordingly through the consolidated income statement 
where it is not possible to estimate the recoverable amount of an individual asset the impairment test is carried out on 
the asset’s cash generating unit ie the smallest group of assets to which the asset belongs for which there are separately 
identifiable and largely independent cash inflows 
investment in equity accounted joint ventures
joint ventures are those entities over whose activities the group has joint control established by contractual agreement and 
requiring unanimous consent for strategic financial and operating decisions 
joint ventures are accounted for using the equity method and are recognised initially at cost the group’s share of post
acquisition profits and losses is recognised in the consolidated income statement except that losses in excess of the 
group’s investment in the joint ventures are not recognised unless there is an obligation to make good those losses 
profits and losses arising on transactions between the group and its joint ventures are recognised only to the extent of 
unrelated investors’ interests in the joint ventures the investor’s share in the joint ventures’ profits and losses resulting from 
these transactions is eliminated against the carrying value of the joint ventures
any premium paid for a joint venture above the fair value of the group’s share of the identifiable assets liabilities and 
contingent liabilities acquired is capitalised and included in the carrying amount of the joint venture where there is 
objective evidence that the investment in a joint venture has been impaired the carrying amount of the investment is tested 
for impairment in the same way as other nonfinancial assets and any charge or reversal of previous impairments is taken 
to the consolidated income statement
888 holdings ar2014 proof 8indd   63 30032015   115820 2396804    30 march 2015 1156 am     proof 8
64
888 holdings plc  annual report  accounts 2014
2 significant accounting policies continued
where amounts paid for a joint venture are in excess of the group’s share of the fair value of net assets acquired the 
excess is recognised as negative goodwill and released to the consolidated income statement immediately
the group’s share of additional equity contributions from other joint venture partners is taken to the consolidated statement 
of comprehensive income
trade receivables 
trade receivables are initially recognised at fair value and subsequently measured at amortised cost and principally 
comprise amounts due from credit card companies and from epayment companies an estimate for doubtful debts is 
made when collection of the full amount is no longer probable bad debts are written off when there is objective evidence 
that the full amount may not be collected 
fair value measurement
the group measures certain financial instruments including derivatives and available for sale investments at fair value 
at each balance sheet date the fair value related disclosures are included in notes 24 and 25 fair value is the price that 
would be received or paid in an orderly transaction between market participants at a particular date either in the principal 
market for the asset or liability or in the absence of a principal market in the most advantageous market for that asset or 
liability accessible to the group
the group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available 
to measure fair value maximising the use of relevant observable inputs and minimising the use of unobservable inputs 
derivative financial instruments
the group enters into contracts for derivative financial instruments such as forward currency contracts to hedge 
operational risks associated with foreign exchange rates such derivative financial instruments are measured at fair value 
under ias 39 and are carried in the consolidated balance sheet as assets when the fair value is positive and as liabilities 
when the fair value is negative any gains or losses arising from changes in the fair values of derivatives are recorded 
immediately in the consolidated income statement
the fair value measurement hierarchy is based on the inputs to valuation techniques used to measure fair value the inputs 
are categorised into three levels with the highest level level 1 given to inputs for which there are unadjusted quoted prices 
in active markets for identical assets or liabilities and the lowest level level 3 given to unobservable inputs level 2 inputs 
are directly or indirectly observable inputs other than quoted prices 
shortterm investments
shortterm investments are nonderivative financial assets with fixed or determinable payments that are not quoted on an 
active market they are initially recognised at fair value plus transaction costs directly attributable to their acquisition they 
are subsequently carried at amortised cost using the effective interest rate method less any provisions for impairment
cash and cash equivalents 
cash comprises cash in hand and balances with banks cash equivalents are shortterm highly liquid investments that are 
readily convertible to known amounts of cash they include shortterm deposits originally purchased with maturities of three 
months or less 
equity 
equity issued by the company is recorded as the proceeds received from the issue of shares net of direct issue costs 
trade and other payables 
trade and other payables are initially recognised at fair value and subsequently measured at amortised cost 
liabilities to customers 
liabilities to customers comprise the amounts that are credited to customers’ bankroll the group’s electronic ‘wallet’ 
including provision for bonuses granted by the group less management fees and charges applied to customer accounts 
along with full progressive provision for jackpots these amounts are repayable in accordance with the applicable terms 
and conditions
leases 
leases are classified as finance leases wherever the terms of the lease transfer substantially all the risks and rewards 
of ownership to the group all other leases are classified as operating leases and rentals payable are charged to the 
consolidated income statement on a straightline basis over the term of the lease 
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   64 30032015   115821 2396804    30 march 2015 1156 am     proof 8
65
www888holdingsplccom stock code 888
financials
2 significant accounting policies continued
provisions 
provisions are recognised when the group has a present or constructive obligation as a result of a past event from which it 
is probable that it will result in an outflow of economic benefits that can be reasonably estimated 
dividends 
dividends are recognised when they become legally payable in the case of interim dividends to equity shareholders this 
is when declared by the board of directors in the case of final dividends this is when approved by the shareholders at the 
annual general meeting
share benefit charges 
equitysettled
where the company grants its employees or contractors shares or options the cost of those awards recognised in the 
consolidated income statement over the vesting period with a corresponding increase in equity is measured with reference 
to the fair value at the date of grant market performance conditions are taken into account in determining the fair value at 
the date of grant nonmarket performance conditions including service conditions are taken into account by adjusting the 
number of instruments expected to vest at each balance sheet date so that ultimately the cumulative amount recognised 
over the vesting period is based on the number of instruments that eventually vest 
cashsettled
for transactions treated as cashsettled share benefit charges the company recognises an expense in the consolidated 
income statement and a corresponding liability as the employees render services 
until the liability is settled the company measures the fair value of the liability at each reporting date and at the date of 
settlement with any changes in fair value charged or credited to the consolidated income statement 
severance pay schemes
severance scheme surpluses and deficits are measured as
  the fair value of plan assets at the reporting date less
  plan liabilities calculated using the projected unit credit method discounted to its present value using yields available for 
the appropriate government bonds that have maturity dates appropriate to the terms of the liabilities plus
  unrecognised past service costs
actuarial gains and losses being any difference between the expected return on assets and that actually achieved and any 
changes in liabilities due to changes in assumptions or experience within the scheme are recognised in the consolidated 
statement of comprehensive income in the period in which they arise
financial guarantee contracts
where the group or company enters into financial guarantee contracts these are classified as financial liabilities and 
measured at fair value by estimating the probability of the guarantees being called upon and the related cash outflows 
from the group or company
888 holdings ar2014 proof 8indd   65 30032015   115821 2396804    30 march 2015 1156 am     proof 8
66
888 holdings plc  annual report  accounts 2014
3 segment information
segmental results are reported in a manner consistent with the internal reporting provided to the chief operating decision 
maker the chief operating decision maker has been identified as the management team comprising mainly the chief 
executive officer and the chief financial officer the operating segments identified are 
  b2c business to customer including casino and games poker bingo and emerging offering and
  b2b business to business offering total gaming services under the dragonfish trading brand dragonfish offers to its 
business partners use of technology software operations epayments and advanced marketing services through the 
provision of offlineonline marketing management of affiliates seo crm and business analytics
there has been no aggregation of these two operating segments for reporting purposes the management team continues 
to assess the performance of operating segments based on revenue and segment profit being revenue net of chargebacks 
payment service providers’ commissions gaming duties royalties payable to third parties selling and marketing expenses
2014
b2c b2b consolidated
casino
us million
poker
us million
bingo
us million
emerging
offerings
us million
total b2c
us million us million us million
segment revenue 2206 937 466 299 3908 639 4547
segment result
1
 2110 387 2497
unallocated corporate expenses
2
1697
operating profit 800
finance income 03
finance expenses 48
movement in contingent 
consideration 01
share of posttax loss of equity 
accounted joint ventures 77
taxation 110
profit after tax for the year 569
assets
unallocated corporate assets 3672
total assets 3672
liabilities
segment liabilities 594 81 675
unallocated corporate liabilities 1146
total liabilities 1821
1 revenue net of chargebacks payment service providers’ commissions gaming duties royalties payable to third parties selling and 
marketing expenses
2 including staff costs corporate professional expenses other administrative expenses depreciation amortisation and share benefit charges 
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   66 30032015   115821 2396804    30 march 2015 1156 am     proof 8
67
www888holdingsplccom stock code 888
financials
3 segment information continued
2013
b2c b2b consolidated
casino
us million
poker
us million
bingo
us million
emerging
offerings
us million
total b2c
us million us million us million
revenue 1904 936 437 245 3522 483 4005
segment result
1
1714 270 1984
unallocated corporate expenses
2
1422
operating profit 562
finance income 72
finance expenses 75
movement in contingent 
consideration 05
profit on acquisition of equity 
accounted joint ventures 19
share of posttax loss of equity 
accounted joint ventures 41
taxation 32
profit after tax for the year 500
assets
unallocated corporate assets 3322
total assets 3322
liabilities
segment liabilities 521 33 554
unallocated corporate liabilities 1021
total liabilities 1575
1 revenue net of chargebacks payment service providers’ commissions gaming duties royalties payable to third parties selling and 
marketing expenses
2 including staff costs corporate professional expenses other administrative expenses depreciation amortisation and share benefit charges
other than where amounts are allocated specifically to the b2c and b2b segments above the expenses assets and 
liabilities relate jointly to all segments these amounts are not discretely analysed between the two operating segments as 
any allocation would be arbitrary
geographical information 
the group’s performance can also be reviewed by considering the geographical markets and geographical locations within 
which the group operates this information is outlined below 
revenue by geographical market based on location of customer
2014
us million
2013
us million
uk 2016 1633
europe excluding uk 1701 1617
americas 552 464
rest of world 278 291
total revenue 4547 4005
888 holdings ar2014 proof 8indd   67 30032015   115821 2396804    30 march 2015 1156 am     proof 8
68
888 holdings plc  annual report  accounts 2014
3 segment information continued
noncurrent assets by geographical location
carrying amount of non
current assets by location
2014
us million
2013
us million
gibraltar 1610 1659
rest of world 126 130
total noncurrent assets by geographical location
1
1736 1789
1 excludes deferred tax assets of us05 million 2013 us12 million
4 operating profit
2014
us million
2013
us million
operating profit is stated after charging
staff costs 1101 895
fees payable to ey limited ernst  young llp and its affiliates
 statutory audit of the consolidated financial statements 03 —
 other statutory audits 01 —
 other assurance services 01 —
fees payable to bdo llp and bdo limited  
 statutory audit of the consolidated financial statements — 03
 other statutory audits — 01
 other assurance services — 01
depreciation within operating expenses 90 83
amortisation within operating expenses 83 56
impairment charges within operating expenses 17 —
chargebacks 27 31
payment of service providers’ commissions 223 215
5 employee benefits
staff costs including executive directors’ remuneration comprises the following elements
2014
us million
2013
us million
wages and salaries 1053 899
social security 45 38
pension and severance pay scheme costs 70 60
1168 997
staff costs capitalised in respect of internally generated intangible assets 67 102
1101 895
in the consolidated income statement total staff costs excluding share benefit charges of us17 million 2013 us55 
million are included within the following expenditure categories
2014
us million
2013
us million
operating expenses 584 518
research and development expenses 296 198
administrative expenses 221 179
1101 895
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   68 30032015   115821 2396804    30 march 2015 1156 am     proof 8
69
www888holdingsplccom stock code 888
financials
5 employee benefits continued
the average number of employees by category was as follows
2014
number
2013
number
operations 822 736
research and development 354 279
administration 120 115
1296 1130
at 31 december 2014 the group employed 1306 2013 1253 staff
severance pay liability — israel 
the group’s employees in israel are eligible to receive certain benefits from the group in specific circumstances on leaving 
the group as such the group operates a defined benefit severance pay plan which requires contributions to be made to 
separately administrated funds 
the current service cost and the present value of the defined benefit obligation are measured using the projected unit 
credit method according to ias 19 — employee benefits revised
the following table summarises the employee benefits figures as included in the consolidated financial statements 
2014
us million
2013
us million
severance pay liability within trade and other payables on the consolidated balance sheet 12 12
current service costs within operating expenses in the consolidated income statement 17 13
current service costs within research and development expenses in the consolidated income 
statement 17 14
current service costs within administrative expenses in the consolidated income statement 06 06
remeasurement of severance pay liability included in the consolidated statement of 
comprehensive income 03 05
movement in severance pay liability
severance pay plan assets
2014
us million
2013
us million
at beginning of year 141 104
interest income 05 04
contributions by the group 41 36
benefits paid 27 17
actuarial gain on past experience 03 06
actuarial gain on changes in demographic assumptions — —
actuarial gain on changes in financial assumptions — 02
exchange differences 17 06
at end of year 146 141
888 holdings ar2014 proof 8indd   69 30032015   115821 2396804    30 march 2015 1156 am     proof 8
70
888 holdings plc  annual report  accounts 2014
5 employee benefits continued
severance pay plan liabilities
2014
us million
2013
us million
at beginning of year 153 114
interest expense 05 04
current service costs 40 33
benefits paid 28 18
actuarial loss on past experience 04 11
actuarial loss on changes in demographic assumptions 04 —
actuarial gain loss on changes in financial assumptions 02 02
exchange differences 18 07
at end of year 158 153
employees can determine individually into which type of investment their share of the plan assets are invested therefore the 
group is unable to accurately disclose the proportions of the plan assets invested in each class of asset
the expected contribution for 2015 is us37 million
the main actuarial assumptions used in determining the fair value of the group’s severance pay plan are shown below
2014

2013

discount rate nominal 310 353
estimated increase in employee benefits costs 247 371
voluntary termination rate 75 70
inflation rates based on israeli bonds 187 218
6 finance income and finance expenses
finance income
2014
us million
2013
us million
interest income 03 03
foreign exchange gains — 69
finance income 03 72
finance expenses
2014
us million
2013
us million
fair value movements on foreign exchange derivatives 28 75
foreign exchange losses 20 —
finance expenses 48 75
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   70 30032015   115822 2396804    30 march 2015 1156 am     proof 8
71
www888holdingsplccom stock code 888
financials
7 taxation 
corporate taxes
2014
us million
2013
us million
gibraltar taxation 56 25
other jurisdictions taxation 52 23
adjustments in respect of prior years 05 08
deferred tax origination and reversal of temporary differences 07 08
taxation expense 110 32
the taxation expense for the year differs from the standard gibraltar rate of tax the differences are explained below
2014
us million
2013
us million
profit before taxation 679 532
standard tax rate in gibraltar 201410 2013 10 68 53
higher effective tax rate on other jurisdictions 41 14
losses carried forward 13 —
expenses not allowed for taxation
1
14 05
nontaxable income 21 32
adjustments to prior years’ tax charges 05 08
total tax charge for the year 110 32
1 the expenses not allowed for taxation are primarily in respect of losses from equity accounted investments and 
impairment of intangible assets
current tax is calculated with reference to the profit of the company and its subsidiaries in their respective countries of 
operation set out below are details in respect of the significant jurisdictions where the group operates
gibraltar — gibraltar companies are subject to a corporate tax rate of 10 
israel — the domestic corporate tax rate in israel in 2014 is 265 2013 25 the company’s israeli subsidiary had 
entered into certain transfer pricing agreements with the israeli income tax commissioner which were effective until the end 
of 2010 the subsidiary has concluded an assessment agreement with respect to all tax years up to and including 2012 
uk — the group’s subsidiary in the uk pays corporate tax at the applicable rate of 215 2013 2325
8 earnings per share
basic earnings per share 
basic earnings per share ‘eps’ has been calculated by dividing the profit attributable to ordinary shareholders by the 
weighted average number of shares in issue during the year 
diluted earnings per share 
in accordance with ias 33 — earnings per share the weighted average number of shares for diluted earnings per share 
takes into account all potentially dilutive equity instruments granted which are not included in the number of shares for 
basic earnings per share certain equity instruments have been excluded from the calculation of diluted eps as their 
conditions of being issued were not deemed to satisfy the performance conditions at the end of the performance period or 
it will not be advantageous for holders to exercise them into shares in the case of options the number of equity instruments 
included in the diluted eps calculation consist of 3100238 ordinary shares 2013 5143035 and 122228 marketvalue 
options 2013 300675
the number of equity instruments excluded from the diluted eps calculation is 3153810 2013 2259924
888 holdings ar2014 proof 8indd   71 30032015   115822 2396804    30 march 2015 1156 am     proof 8
72
888 holdings plc  annual report  accounts 2014
8 earnings per share continued
2014 2013
profit for the period attributable to equity holders of the parent us million 569 500
weighted average number of ordinary shares in issue 353515738 350909199
effect of dilutive ordinary shares and share options 3222466 5443710
weighted average number of dilutive ordinary shares 356738204 356352909
basic earnings per share 161¢ 142¢
diluted earnings per share 159¢ 140¢
adjusted earnings per share
the directors believe that eps excluding share benefit charges movement in contingent consideration impairment charges 
share of posttax loss of equity accounted joint ventures and profit on acquisition of equity accounted joint ventures 
“ “adjusted eps” better reflects the underlying performance of the business and assists in providing a clearer view of the 
performance of the group 
reconciliation of profit to profit excluding share benefit charges movement in contingent consideration impairment 
charges share of posttax loss of equity accounted joint ventures and profit on acquisition of equity accounted joint 
ventures “ “adjusted profit” 
2014
us million
2013
us million
profit for the period attributable to equity holders of the parent 569 500
share benefit charges 17 55
movement in contingent consideration 01 05
impairment charges see note 10 17 —
share of posttax loss of equity accounted joint ventures 77 41
profit on acquisition of equity accounted joint ventures — 19
adjusted profit 679 582
weighted average number of ordinary shares in issue 353515738 350909199
weighted average number of dilutive ordinary shares 356738204 356352909
adjusted basic earnings per share 192¢ 166¢
adjusted diluted earnings per share 190¢ 163¢
9 dividends
2014
us million
2013
us million
dividends paid 512 332
an interim dividend of 35¢ per share was paid on 1 october 2014 us124 million the board of directors will recommend 
to the shareholders a final dividend in respect of the year ended 31 december 2014 comprising 45¢ per share and an 
additional oneoff dividend of 70¢ both of which will be recognised in the 2015 financial statements once approved
in 2013 an interim dividend of 30¢ per share was paid on 4 october 2013 us104 million and a final dividend of 110¢ per 
share was paid on 21 may 2014 us388 million
 
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   72 30032015   115822 2396804    30 march 2015 1156 am     proof 8
73
www888holdingsplccom stock code 888
financials
10 goodwill and other intangible assets
goodwill
us million
acquired 
intangible 
assets
us million
internally 
generated 
intangible 
assets
us million
total
us million
cost or valuation
at 1 january 2013 1461 107 307 1875
additions — 09 127 136
at 31 december 2013 1461 116 434 2011
additions — 29 86 115
at 31 december 2014 1461 145 520 2126
amortisation and impairments
at 1 january 2013 207 87 104 398
amortisation charge for the year — 08 48 56
at 31 december 2013 207 95 152 454
amortisation charge for the year — 08 75 83
impairment charge — — 17 17
at 31 december 2014 207 103 244 554
carrying amounts
at 31 december 2014 1254 42 276 1572
at 31 december 2013 1254 21 282 1557
at 1 january 2013 1254 20 203 1477
analysis of goodwill by cash generating units
bingo online 
business
us million
other 
us million
total 
goodwill
us million
carrying value at 31 december 2013 and 31 december 2014 1251 03 1254
impairment
in accordance with ias 36 and the group’s stated accounting policy an impairment test is carried out annually at 31 
december on the carrying amounts of goodwill and a review for indicators of impairment is carried out for other non
current assets where an impairment test was carried out the carrying value is compared to the recoverable amount of 
the asset or the cash generating unit in each case the recoverable amount was the value in use of the assets which was 
determined by discounting the future cash flows of the relevant asset or cash generating unit to their present value
goodwill – bingo online business 
goodwill and intangible assets associated with the bingo online business unit arose following the acquisition of the bingo 
online business of globalcom limited during 2007 and the acquisition of the wink bingo business in 2009 the income 
streams generated from the bingo online business comprising the b2c bingo cash generating unit and the b2b cash 
generating unit have been considered together as the risks and rewards associated with those income streams are deemed 
to be sufficiently similar
cash flow projections have been prepared for a five year period following which a long term growth rate has been 
assumed underlying growth rates as shown in the table below have been applied to revenue and are based on past 
experience including the positive results in 2014 following the 2013 reorganisations in the b2c bingo cash generating unit 
and projections of future changes in the online gaming market
the discount rate that is considered by the directors to be appropriate is the group’s specific weighted average cost of 
capital which is considered to be appropriate for the online bingo cash generating units
888 holdings ar2014 proof 8indd   73 30032015   115822 2396804    30 march 2015 1156 am     proof 8
74
888 holdings plc  annual report  accounts 2014
10 goodwill and other intangible assets continued
key assumptions used 
discount 
rate applied
1
underlying 
growth rate 
year 
underlying 
growth rate 
years 2–5
longterm 
growth rate 
year 6
operating 
expenses
2 
increase 
years 1–5
operating 
expenses
2
 
increase 
year 6
at 31 december 2014 9 2 1 1 2 1
at 31 december 2013 9 2 1 1 3 1
1 the discount rate is recalculated every year by taking into account prevailing risk free rates equity risk premium and company beta and 
having regard to external data commenting upon the weighted average cost of capital applied to the group 
2 operating expenses exclude marketing costs which are included in the projections as a fix percentage of revenues
the directors have concluded that there are no reasonably possible changes to key assumptions that would lead to 
impairment in the bingo goodwill and intangible assets
other intangible assets 
the group performed an impairment review during the year on certain development projects that were abandoned as no 
longer expected to generate revenues the review resulted in an impairment of us17 million as indicated in the table 
above
licences
no impairment tests were considered to be required at 31 december 2014 and the carrying value of other intangible assets 
is considered to be appropriate 
11 property plant and equipment
it equipment
us million
office furniture equipment 
and motor vehicles
us million
leasehold 
improvements
us million
total
us million
cost
at 1 january 2013 505 35 134 674
additions 82 03 06 91
disposals — 03 02 05
at 31 december 2013 587 35 138 760
additions 46 01 08 55
disposals 03 01 — 04
at 31 december 2014 630 35 146 811
accumulated depreciation
at 1 january 2013 377 26 88 491
charge for the year 69 02 12 83
disposals — 03 02 05
at 31 december 2013 446 25 98 569
charge for the year 76 02 12 90
disposals 03 — — 03
at 31 december 2014 519 27 110 656
carrying amounts
at 31 december 2014 111 08 36 155
at 31 december 2013 141 10 40 191
at 1 january 2013 128 09 46 183
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   74 30032015   115822 2396804    30 march 2015 1156 am     proof 8
75
www888holdingsplccom stock code 888
financials
12 investment in equity accounted joint ventures
the following entities meet the definition of joint ventures and have been equity accounted in the consolidated financial 
statements
name
country of 
incorporation
effective interest
31 december 2014
effective interest
31 december 2013
aapn holdings llc usa 47 47
agn llc usa 47 47
aapn new jersey llc usa 47 47
usa joint ventures
on 11 march 2013 the group entered into a joint venture agreement ‘‘jva” with avenue olg entertainment llc ‘‘avenue” 
and other minority shareholders to form aapn holdings llc ‘‘aapn” under the jva the group has a 47 interest in aapn 
aapn is funded by avenue as defined in the jva
aapn new jersey llc ‘‘aapn nj” is the entity which contracted with an atlantic city casino licensee in connection with 
the operation of a b2c gaming offering in new jersey an offering which launched in november 2013 agn llc ‘‘agn” is 
the entity which contracted with a las vegas casino licensee in connection with the operation of a b2c gaming offering in 
nevada this offering has not yet launched
on 8 july 2013 agn obtained the required licences from the nevada gaming commission enabling it to provide online 
gaming services in the state of nevada in accordance with the stipulations of the licences
on 8 november 2013 aapn nj obtained the transactional waiver by the new jersey division of gaming enforcement 
enabling it to provide online gaming services in the state of new jersey for a period of six months from the date of the 
waiver and subject to final approval by the new jersey division of gaming enforcement on 7 may 2014 and then again on 
7 november 2014 the transactional waiver was renewed for a further period of six months
on 21 may 2014 the group contributed its subsidiary aapn nj to aapn in fulfilment of its prior obligation 
on 21 may 2014 and 10 october 2014 avenue contributed further us15 million and us5 million respectively to aapn in 
consideration for the issuance of class b units in accordance with the jva the class b units grant avenue a priority return 
together with interest at arm’s length rates all of which is payable to avenue as a preference over any distributions to 
aapn‘s shareholders or upon liquidation of aapn
as at december 31 2014 agn remained 100 owned by the group however the group considers that due to the manner 
in which agn is operated under the contractual arrangements in the aapn jva it is regarded as a joint venture the group 
also has an irrevocable commitment to contribute its ownership of agn to aapn for no consideration upon fulfilment of 
certain conditions
on this basis the three entities aapn aapn nj and agn have been equity accounted for reflecting the group’s effective 
47 interest in their aggregated results and assets
888 holdings ar2014 proof 8indd   75 30032015   115822 2396804    30 march 2015 1156 am     proof 8
76
888 holdings plc  annual report  accounts 2014
12 investment in equity accounted joint ventures continued
amounts relating to the joint ventures and the group’s share of net assets and posttax losses of the joint ventures are as 
follows
net assets of us joint ventures
2014
us million
2013
us million
noncurrent assets 53 59
current assets 170 60
current liabilities 17 36
net assets of joint ventures 206 83
assets attributed to class b holders 206 —
net assets of joint ventures attributed to the group — 83
group effective interest in joint ventures 47 47
group share of net assets of joint ventures — 39
income statement of us joint ventures
income 23 —
expenses 180 87
post tax loss of joint ventures 157 87
expenses attributed to class b holders 07 —
total post tax loss of joint ventures attributed to the group 164 87
group effective interest in joint ventures 47 47
group share of post tax loss of joint ventures 77 41
during 2013 the us joint ventures launched regulated licensed gaming offerings in the states of nevada and new jersey  
as a result substantial marketing costs were incurred in order to facilitate the penetration into these newly opened markets
on acquisition of the interest in aapn the difference of us19 million between the consideration paid of nil and the share 
of net assets of the entity of us19 million was accounted for during 2013 as a profit on acquisition in the consolidated 
income statement in line with ias 31
the group’s share of subsequent increases in the net assets of aapn arising from equity injections by its joint venture 
partners amounting to us38 million 2013 us61 million has been accounted for through the consolidated statement of 
comprehensive income
a reconciliation of the movements in the group’s interest in equity accounted joint ventures is shown below
investment in equity accounted joint ventures
us joint ventures
us million
at 1 january 2013 —
profit on acquisition of equity accounted joint venture 19
group share of equity injections by joint venture partner in equity accounted joint venture 61
share of posttax loss of equity accounted joint ventures 41
at 31 december 2013 39
group share of equity injections by joint venture partner in equity accounted joint venture 38
share of posttax loss of equity accounted joint ventures 77
at 31 december 2014 —
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   76 30032015   115822 2396804    30 march 2015 1156 am     proof 8
77
www888holdingsplccom stock code 888
financials
13 deferred taxes
deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and 
liabilities for financial reporting purposes and the amounts used for income tax purposes the group’s deferred tax assets 
resulting from temporary differences the majority of which are expected to be settled on a net basis are as follows 
2014
us million
2013
us million
intangible assets 17 13
property plant and equipment 09 09
accrued severance pay 04 04
share benefit charges 01 01
vacation pay accrual 05 07
derivative financial instruments 03 04
05 12
the group has tax losses at 31 december 2014 of us161 million 2013 us64 million that are available indefinitely 
for offset against future taxable profits of the companies in which the losses arose deferred tax assets have not been 
recognised in respect of these losses as there is insufficient certainty that there will be suitable taxable profits against which 
these losses can be offset
14 cash and cash equivalents 
2014
us million
2013
us million
cash and cash equivalents 1582 1112
restricted cash 49 46
1631 1158
restricted cash mainly represents customers’ funds held in designated accounts under regulated market licence 
requirements
15 short term investments 
2014
us million
2013
us million
deposits — 39
short term investments primarily relates to deposits held by banks to support guarantees in respect of regulated markets 
licence requirements
16 trade and other receivables
2014
us million
2013
us million
trade receivables 190 209
other receivables and prepayments 110 105
current trade and other receivables 300 314
noncurrent other receivables and prepayments 07 —
307 314
the carrying value of trade receivables and other receivables approximates to their fair value as the credit risk has been 
addressed as part of impairment provisioning and due to the shortterm nature of the receivables they are not subject to 
ongoing fluctuations in market rates note 24 provides credit risk disclosures on trade and other receivables
888 holdings ar2014 proof 8indd   77 30032015   115823 2396804    30 march 2015 1156 am     proof 8
78
888 holdings plc  annual report  accounts 2014
17 share capital 
share capital comprises the following
authorised
31 december 
2014
number
31 december 
2013
number
31 december 
2014
us million
31 december 
2013
us million
ordinary shares of £0005 each 426387500 426387500 39 39
allotted called up and fully paid
31 december 
2014
number
31 december 
2013
number
31 december 
2014
us million
31 december 
2013
us million
ordinary shares of £0005 each at beginning of year 351977275 349688356 32 32
issue of ordinary shares of £0005 each 2459333 2288919 — —
ordinary shares of £0005 each at end of year 354436608 351977275 32 32
the following tables include details on issue of ordinary shares of £0005 each as part of the group’s employee share 
option plan see note 21 during 2014 and 2013
during 2014 the company issued 2459333 shares 2013 2289919 out of which 239693 shares 2013 461406 were 
issued in respect of employees’ exercising market value options giving rise to an increase in share premium of us04 
million 2013 us08 million
shares issued are converted into us at the exchange rate prevailing on the date of issue the issued and fully paid share 
capital of the group amounts to us32 million 2013 us32 million and is split into 354436608 2013 351977275 
ordinary shares the share capital in uk sterling gbp is £18 million 2013 £18 million 
18 trade and other payables
2014
us million
2013
us million
trade payables 299 313
other payables accrued expenses and deferred income 742 612
1041 925
the carrying value of trade and other payables approximates to their fair value given the short maturity date of these 
balances
19 liabilities to customers and progressive prize pools
2014
us million
2013
us million
liabilities to customers 580 511
progressive prize pools 95 43
675 554
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   78 30032015   115823 2396804    30 march 2015 1156 am     proof 8
79
www888holdingsplccom stock code 888
financials
20 investments in significant subsidiaries
the consolidated financial statements include the following principal subsidiaries of 888 holdings plc
name
country of 
incorporation
percentage of equity 
interest 2014

percentage of equity 
interest 2013
 nature of business
cassava enterprises 
gibraltar limited
gibraltar 100 100 holder of gaming licences in 
gibraltar and main trading 
company
virtual marketing services 
uk limited
uk 100 100 advertising services
virtual marketing services 
gibraltar limited
gibraltar 100 100 marketing acquisition
dixie operation limited antigua 100 100 customer call center operator
random logic limited israel 100 100 research development and 
marketing support
brigend limited gibraltar 100 100 bingo business operator
fordart limited gibraltar 100 100 b2b business operator except 
bingo
new wave virtual ventures 
limited
gibraltar 100 100 development of social games 
– mytopia
virtual internet services 
limited
gibraltar 100 100 data hosting and development 
services
virtual marketing services 
italia srl
italy 100 100 holder of italian online gaming 
licence
888 spain public limited 
company
gibraltar 100 100 holder of spanish online 
gaming licence
virtual ip assets limited bvi 100 100 holder of group ip assets
sparkware technologies srl romania 100 100 software development
888 us limited gibraltar 100 100 holder of interactive gaming 
service provider and 
manufacturer licence in the 
state of nevada
888 atlantic limited gibraltar 100 100 holder of transactional waiver 
pending application for full 
licensing in the state of new 
jersey
888 us inc delaware 
usa
100 100 holder of us joint venture
888 us services inc new jersey
usa
100 100 provider of us—based services 
for us operations
888 liberty limited gibraltar 100 100 holder of transactional waiver 
pending application for 
full licensing in the state of 
delaware
888 uk limited gibraltar 100 — holder of uk remote gaming 
licence
888 holdings ar2014 proof 8indd   79 30032015   115823 2396804    30 march 2015 1156 am     proof 8
80
888 holdings plc  annual report  accounts 2014
21 share benefit charges 
equitysettled share benefit charges
the company has two equitysettled employee share incentive plans  the 888 allemployee share plan and the long
term incentive plan the 888 allemployee share plan is open to all employees and executive directors of the group who 
are not within six months of their normal retirement age at the discretion of the remuneration committee awards under 
this scheme will vest in installments over a fixed period of up to four years subject to the relevant individuals remaining in 
service certain of these awards are subject to additional performance conditions imposed by the remuneration committee 
at the dates of grant further details of which are given in the directors’ remuneration report on pages 37 to 39 the  
longterm incentive plan is not currently in use
details of equity settled shares and share options granted as part of the 888 allemployee share plan are set out below 
share options granted
2014 2013
weighted 
average 
exercise 
price number
weighted 
average 
exercise 
price number
outstanding at the beginning of the year £ 144 2560600 £ 141 3141422
market value options lapsed during the year £ 151 184274 £ 147 112399
market value options exercised during the year £ 110 239693 £ 121 468423
outstanding at the end of the year
123
£ 148 2136633 £ 144 2560600
1 of the total number of options outstanding at 31 december 2014 2136633 had vested and were exercisable 2013 2560600
2 the range of exercise prices for options outstanding at 31 december 2014 is £102£180 2013 £102£180
3 the weighted average remaining contractual life at the yearend was 244 years 2013 359 years 
ordinary shares granted without performance conditions
2014
number
2013
number
outstanding at the beginning of the year 1495484 2654091
shares granted during the year — 405843
lapsed future vesting shares — 24462
shares issued during the year 756738 1539988
outstanding at the end of the year 738746 1495484
averaged remaining life until vesting 040 years 089 years
shares are granted at a nominal exercise price 
ordinary shares granted subject to performance conditions
2014
number
2013
number
outstanding at the beginning of the year 3949488 3205587
shares granted during the year 1039223 1049059
lapsed future vesting shares 29604 17629
shares issued during the year 1462902 287529
outstanding at the end of the year 3496205 3949488
averaged remaining life until vesting 116 years 122 years
of these grants 50 of each are dependent on an eps growth target and 50 on total shareholder return tsr 
compared to a peer group of companies further details of performance conditions that have to be satisfied on these 
awards are set out in the directors remuneration report on pages 37 to 39 the eps growth target is taken into account 
when determining the number of shares expected to vest at each reporting date and the tsr target is taken into account 
when calculating the fair value of the share grant
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   80 30032015   115823 2396804    30 march 2015 1156 am     proof 8
81
www888holdingsplccom stock code 888
financials
21 share benefit charges continued
valuation information – shares granted under tsr condition
shares granted during the year 2014 2013
share pricing model used monte carlo monte carlo
determined fair value £092 £114
number of shares granted 519612 524530
average riskfree interest rate 118 073
average standard deviation 45 53
average standard deviation of peer group 32 34
valuation information – shares granted
2014 2013
without 
performance 
conditions
with 
performance 
conditions
without 
performance 
conditions
with 
performance 
conditions
weighted average share price at grant date — £154 £154 £163
weighted average share price at issue of shares £132 £131 £160 £171
ordinary shares granted for future vesting with eps growth performance conditions are valued at the share price at grant 
date which the group considers approximates to the fair value the restrictions on the shares during the vesting period 
primarily relating to nonreceipt of dividends are considered to have an immaterial effect on the share option charge
in accordance with ifrss a charge to the consolidated income statement in respect of any shares or options granted under 
the above schemes is recognised and spread over the vesting period of the shares or options based on the fair value of the 
shares or options at the grant date adjusted for changes in vesting conditions at each balance sheet date these charges 
have no cash impact 
cashsettled sharebased payment
on 27 march 2012 the company awarded its chief executive officer a cashsettled sharebased award “ “phantom award” 
the phantom award will be fully vested in three years from the grant date provided he remains in employment with the 
company on the third anniversary of the grant date under specific terms the phantom award will also vest if he leaves 
employment before the normal vesting date as detailed in the directors’ remuneration report
the amount payable is calculated on an incremental basis based on the average share price of the company over a 
period of 20 dealing days prior to the scheduled vesting date for the award the minimum amount payable is £025 million 
us 04 million and the maximum amount payable is £55 million us85 million if the share price is above £200
valuation information
2014 2013
option pricing model used monte carlo monte carlo
share price at 31 december £139 £173
remaining life until vesting 024 years 124 years
riskfree interest rate 014 046
standard deviation 2730 4310
the cash settled share based payment charge for the year amounts to us04 million 2013 us22 million and the 
liability recognised at 31 december 2014 amounts to us34 million 2013 us31 million
888 holdings ar2014 proof 8indd   81 30032015   115823 2396804    30 march 2015 1156 am     proof 8
82
888 holdings plc  annual report  accounts 2014
21 share benefit charges continued
share benefit charges
2014
us million
2013
us million
equitysettled 
equitysettled charge for the year 13 33
cashsettled
charges in respect of the phantom award 04 22
total share benefit charges 17 55
22 related party transactions
the aggregate amounts payable to key management personnel considered to be the directors of the company as well as 
their share benefit charges are set out below
2014
us million
2013
us million
shortterm benefits 34 31
postemployment benefits 01 01
share benefit charges – equitysettled 04 10
share benefit charges – cashsettled 04 22
43 64
further details on directors’ remuneration are given in the directors’ remuneration report on pages 44 to 45
during 2014 the group charged the us joint ventures for reimbursement of costs of us61 million 2013 us52 million of 
which the outstanding balance at 31 december 2014 is us03 million 2013 us19 million 
23 commitments 
lease commitments 
future minimum lease commitments under operating leases on properties occupied by the group at the year end are as 
follows 
leases expiring
2014
us million
2013
us million
within one year 37 40
between two and five years 47 83
84 123
the expense relating to operating leases recorded in the consolidated income statement in the year was us43 million 
2013 us36 million
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   82 30032015   115823 2396804    30 march 2015 1156 am     proof 8
83
www888holdingsplccom stock code 888
financials
24 financial risk management 
the group is exposed through its operations to risks that arise from use of its financial instruments policies and procedures 
for managing these risks are set by the board following recommendations from the chief financial officer 
the board reviews the effectiveness of these procedures and if required approves specific policies and procedures in order 
to mitigate these risks
the main financial instruments used by the group on which financial risk arises are as follows 
  cash and cash equivalents
  restricted cash
  short term investments
  trade and other receivables
  trade and other payables
  liabilities to customers
  available for sale financial investments 
detailed analysis of these financial instruments is as follows
financial assets
2014
us million
2013
us million
trade and other receivables 263 271
cash and cash equivalents 1631 1158
short term investments — 39
available for sale investment 02 02
1896 1470
in accordance with ias 39 all financial assets are classified as loans and receivables except for availableforsale 
investments which are classified as available for sale assets
financial liabilities
2014
us million
2013
us million
trade and other payables 925 829
derivative financial instruments 25 42
contingent consideration — 04
customer deposits 675 554
1625 1429
in accordance with ias 39 all financial liabilities are held at amortised cost except for the derivative financial instruments 
which are recognised at fair value through profit and loss
888 holdings ar2014 proof 8indd   83 30032015   115824 2396804    30 march 2015 1156 am     proof 8
84
888 holdings plc  annual report  accounts 2014
24 financial risk management continued
capital
the capital employed by the group is composed of equity attributable to shareholders the primary objective of the group 
is maximising shareholders’ value which from the capital perspective is achieved by maintaining the capital structure most 
suited to the group’s size strategy and underlying business risk other than disclosed elsewhere in note 25 there are no 
demands or restrictions on the group’s capital 
the main financial risk areas are as follows 
credit risk
trade receivables
the group’s credit risk is primarily attributable to trade receivables most of which are due from the group’s payment 
service providers ‘psp’ these are third party companies that facilitate deposits and withdrawals of funds to and from 
customers’ virtual wallets with the group these are mainly intermediaries that transact on behalf of credit card companies 
the risk is that a psp would fail to discharge its obligation with regard to the balance owed to the group the group 
reduces this credit risk by 
  monitoring balances with psps on a regular basis
  arranging for the shortest possible cash settlement intervals
  replacing rolling reserve requirements where they exist with a letter of credit by a reputable financial institution
  ensuring a new psp is only contracted following various due diligence and ‘know your customer’ procedures
  ensuring policies are in place to reduce dependency on any specific psp and as a limit any concentration of risk
the group considers that based on the factors above and on extensive past experience the psp receivables are of good 
credit quality and there is a low level of potential bad debt amounting to us05 million arising from a psp failing to 
discharge its obligation 2013 nil this has been charged to the consolidated income statement 
an additional credit risk the group faces relates to customers disputing charges made to their credit cards ‘chargebacks’ 
or any other funding method they have used in respect of the services provided by the group customers may fail to fulfil 
their obligation to pay which will result in funds not being collected these chargebacks and uncollected deposits when 
occurring will be deducted at source by the psps from any amount due to the group as such the group provides for these 
eventualities by way of an impairment provision based on analysis of past transactions this provision is set off against 
trade receivables and at 31 december 2014 was us12 million 2013 us12 million 
the group’s inhouse fraud and risk management department carefully monitors deposits and withdrawals by following 
prevention and verification procedures using internallydeveloped bespoke systems integrated with commerciallyavailable 
third party measures 
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   84 30032015   115824 2396804    30 march 2015 1156 am     proof 8
85
www888holdingsplccom stock code 888
financials
24 financial risk management continued
cash and cash equivalents 
the group controls its cash position from its gibraltar headquarters subsidiaries in its other main locations maintain 
minimal cash balances as required for their operations cash settlement proceeds from psps as described above  
are paid into bank accounts controlled by the treasury function in gibraltar 
the group holds its funds with highly reputable financial institutions and will not hold funds with financial institutions with 
a low credit rating the group maintains its cash reserves in highly liquid deposits and regularly monitors interest rates in 
order to maximise yield
restricted cash
restricted cash represents mainly customers’ funds held in designated accounts under regulated market licence 
requirements
short term investments
short term investments primarily relates to deposits held by banks to support guarantees in respect of regulated markets 
licence requirements
the group’s maximum exposure to credit risk is the amount of financial assets presented above totaling us1896 million 
2013 us1470 million
liquidity risk 
liquidity risk exists where the group might encounter difficulties in meeting its financial obligations as they become 
due the group monitors its liquidity in order to ensure that sufficient liquid resources are available to allow it to meet its 
obligations 
the following table details the contractual maturity analysis of the group’s financial liabilities
2014
on 
demand
us million
in 
3 months
us million
between 
3 months 
and 1 year
us million
more than 
1 year
us million
total
us million
trade and other payables
1
97 716 112 — 925
derivative financial instruments — 07 18 — 25
customer deposits 675 —  — — 675
772 723 130 — 1625
1 excludes deferred income
2013
on 
demand
us million
in 
3 months
us million
between 
3 months 
and 1 year
us million
more than 
1 year
us million
total
us million
trade and other payables
1
94 618 86 31 829
derivative financial instruments — 07 35 — 42
contingent consideration — 01 03 — 04
customer deposits 554 —  — — 554
648 626 124 31 1429
1 excludes deferred income
888 holdings ar2014 proof 8indd   85 30032015   115824 2396804    30 march 2015 1156 am     proof 8
86
888 holdings plc  annual report  accounts 2014
24 financial risk management continued
market risk
currency risk 
the group’s financial risk arising from exchange rate fluctuations is mainly attributed to 
  mismatches between customer deposits which are predominantly denominated in us and the net receipts from 
customers which are settled in the currency of the customer’s choice and of which pounds sterling gbp and euros 
eur are the most significant
  mismatches between reported revenue which is mainly generated in us dollars usd the group’s functional and 
reporting currency and a significant portion of deposits settled in local currencies 
  expenses the majority of which are denominated in foreign currencies including pounds sterling gbp euros eur and 
new israeli shekels ils
the group continually monitors the foreign currency risk and takes steps where practical to ensure that the net exposure 
is kept to an acceptable level this includes the use of foreign exchange forward contracts designed to fix the economic 
impact of known liabilities at 31 december 2014 the group had open foreign exchange forward contracts between new 
israeli shekels and us dollars with a principal amount of us91 million in respect of 2015 operational costs incurred in new 
israeli shekels the fair value of these forward contracts was a liability of us25 million to be settled on a monthly basis 
throughout 2015
at 31 december 2013 the group had foreign exchange forward contracts between us dollars and pounds streling and 
between us dollars and euros with a principal amount of us146 million in respect of expected excess pounds sterling and 
euros through 2014 the fair value of these forward contracts was a liability of us42 million which was settled during 2014
the tables below detail the monetary assets and liabilities by currency
2014
gbp
us million
eur
us million
ils
us million
usd
us million
other
us million
total
us million
cash and cash equivalents 191 156 226 990 68 1631 
trade and other receivables 128 51 04 33 47 263 
available for sale investments — — — 02  — 02
monetary assets 319 207 230 1025 115 1896 
trade and other payables 315 129 229 236 16 925
derivative financial instruments — — — 25 — 25
customer deposits 135 52 — 487 01 675
monetary liabilities 450 181 229 748 17 1625
net financial position 131 26 01 277 98 271 
2013
gbp
us million
eur
us million
ils
us million
usd
us million
other
us million
total
us million
cash and cash equivalents 165 120 159 689 25 1158
trade and other receivables 90 73 04 57 47 271
short term investments — 29 10 — — 39
available for sale investments — — — 02 — 02
monetary assets 255 222 173 748 72 1470
trade and other payables 231 104 243 237 14 829
derivative financial instruments 32 10 — — — 42
contingent consideration — — — 04 — 04
customer deposits 104 51 — 399 — 554
monetary liabilities 367 165 243 640 14 1429
net financial position 112 57 70 108 58 41
notes to the consolidated financial statements
888 holdings ar2014 proof 8indd   86 30032015   115824 2396804    30 march 2015 1156 am     proof 8
87
www888holdingsplccom stock code 888
financials
24 financial risk management continued
interest rate risk 
the group’s exposure to interest rate risk is limited to the interest bearing deposits in which the group invests surplus funds 
the group’s policy is to invest surplus funds in low risk money market funds and in interest bearing bank accounts the 
group arranges for excess funds to be placed in these interest bearing accounts with its principal bankers in order to 
maximise availability of funds for investments 
downside interest rate risk is minimal as the group has no floating rates borrowings given current low interest rates a 05 
downward movement in bank interest rates would not have a significant impact on finance income for the year however  
a 05 increase in interest rates would based on the year end deposits increase annual profits by us06 million
sensitivity analysis 
the table below details the effect on profit before tax of a 10 strengthening and weakening in the us dollar exchange 
rate at the balance sheet date for balance sheet items denominated in pounds sterling euros and new israeli shekels 
2014
gbp
us million
eur
us million
ils
us million
10 strengthening 13  03 —
10 weakening 13 03 — 
2013
gbp
us million
eur
us million
ils
us million
10 strengthening 10 06 07
10 weakening 10 06 07
25 fair value measurements
at 31 december 2014 and 2013 the group’s derivative financial instruments and available for sale investment are measured 
at fair value for the remaining financial assets and liabilities the group considers that the book value approximates to fair 
value
at 31 december 2014 the group’s derivative financial instruments are measured at fair value under ias 39 and are 
designated as level 2 in the fair value hierarchy the fair value of derivative financial instruments was a liability of us25 
million at 31 december 2014 2013 a liability of us42 million determined using forward exchange rates that are quoted 
in an active market
other financial instruments carried at fair value are not considered material there were no changes in valuation techniques 
or transfers between categories in the period
26 contingent liabilities and regulatory matters
a as part of the board’s ongoing regulatory compliance and operational risk assessment process it continues to 
monitor legal and regulatory developments and their potential impact on the business and continues to take 
appropriate advice in respect of these developments 
b given the nature of the legal and regulatory landscape of the industry from time to time the group has received 
notices communications and legal actions from a small number of regulatory authorities and other parties in respect 
of its activities the group has taken legal advice as to the manner in which it should respond and the likelihood of 
success of such actions based on this advice and the nature of the actions the board is unable to quantify reliably 
any material outflow of funds that may result if any accordingly no provisions have been made 
c the group operates in numerous jurisdictions accordingly the group is filing tax returns providing for and paying 
all taxes and duties it believes are due based on local tax laws transfer pricing agreements and tax advice 
obtained the group is periodically subject to audits and assessments by local taxing authorities the board is 
unable to quantify reliably any exposure for additional taxes if any that may arise from the final settlement of such 
assessments accordingly no additional provisions have been made
888 holdings ar2014 proof 8indd   87 30032015   115824 2396804    30 march 2015 1156 am     proof 8
88
888 holdings plc  annual report  accounts 2014
note
2014 
us million
2013
us million
assets
noncurrent assets
investments in subsidiaries 2 274 261
274 261
current assets
trade and other receivables 3 888 741
cash and cash equivalents 4 — 07
888 748
total assets 1162 1009
equity and liabilities
equity
share capital 5 32 32
share premium 13 09
retained earnings 654 708
total equity 699 749
liabilities
current liabilities
trade and other payables 6 423 229
share benefit charges – cashsettled 9 34 —
noncurrent liabilities
deferred tax liability 06 —
share benefit charges – cashsettled 9 — 31
total liabilities 463 260
total equity and liabilities 1162 1009
the financial statements on pages 88 to 92 were approved and authorised for issue by the board of directors on 24 march 2015 
and were signed on its behalf by
brian mattingley
chief executive officer
aviad kobrine
chief financial officer
the notes on pages 91 to 92 form part of these financial statements
company balance sheet 
at 31 december 2014
888 holdings ar2014 proof 8indd   88 30032015   115824 2396804    30 march 2015 1156 am     proof 8
89
www888holdingsplccom stock code 888
financials
company statement of changes in equity 
for the year ended 31 december 2014
share
capital
us million
share
premium
us million
retained
earnings
us million
total
us million
balance at 1 january 2013 32 01 325 358
total comprehensive income for the year — — 682 682
dividend paid note 10 — — 332 332
issue of shares note 5 — 08 08
equity settled share benefit charges note 9 — — 33 33
balance at 31 december 2013 32 09 708 749
total comprehensive income for the year — — 445 445
dividend paid note 10 — — 512 512
issue of shares note 5 — 04 — 04
equity settled share benefit charges note 9 — — 13 13
balance at 31 december 2014 32 13 654 699
the following describes the nature and purpose of each reserve within equity 
share capital — represents the nominal value of shares allotted calledup and fully paid for 
share premium — represents the amount subscribed for share capital in excess of nominal value 
retained earnings — represents the cumulative net gains and losses recognised in the consolidated statement of comprehensive 
income and other transactions with equity holders 
the notes on pages 91 to 92 form part of these financial statements
888 holdings ar2014 proof 8indd   89 30032015   115825 2396804    30 march 2015 1156 am     proof 8
90
888 holdings plc  annual report  accounts 2014
company statement of cash flows 
for the year ended 31 december 2014
note
2014
u million
2013
us million
cash flows from operating activities
profit before tax 501 704
adjustments for
share benefit charges 9 07 29
increase in net amounts owed by subsidiaries 36 19 537
decrease in other receivables 3 — 01
increase decrease in trade and other payables 6 47 19
cash generated from operations 536 178
income tax paid 35 23
net cash generated from operating activities 501 155
cash flows from financing activities
issue of shares 5 04 08
dividends paid 10 512 332
net cash used in financing activities 508 324
net decrease in cash and cash equivalents 07 169
cash and cash equivalents at the beginning of the year 4 07 176
cash and cash equivalents at the end of the year 4 — 07
the notes on pages 91 to 92 form part of these financial statements
888 holdings ar2014 proof 8indd   90 30032015   115825 2396804    30 march 2015 1156 am     proof 8
91
www888holdingsplccom stock code 888
financials
1 general information and accounting policies 
a description of the company its activities and definitions are included in note 1 to the consolidated financial statements 
the company has applied accounting policies identical to the group’s accounting policies listed in note 2 to the 
consolidated financial statements other than in relation to investments in subsidiaries which are held at cost less any 
impairment provision required 
under section 102 of the gibraltar consolidated accounts act 1999 the company is exempt from the requirement to 
present its own income statement 
2 investments in subsidiaries
the company’s principal subsidiaries are listed in note 20 to the consolidated financial statements and in the company’s 
financial statements are held at cost less provision for any impairment the group applies ifrs 2 — sharebased payment 
consequently the company recognises as a cost of investment the value of its own shares that it makes available for 
the purpose of granting share options to employees or contractors of its subsidiaries the movement in investment in 
subsidiaries during the year was us13 million 2013 us27 million included within this were sharebased payment 
charges of us09 million in 2014 2013 us27 million
3 trade and other receivables
2014
us million
2013
us million
amounts due from subsidiaries 885 738
other receivables and prepayments 03 03
888 741
the carrying value of trade and other receivables approximates to their fair value none of the balances included within 
trade and other receivables are past due or impaired amounts due from subsidiaries are payable on demand
4 cash and cash equivalents
2014
us million
2013
us million
cash and cash equivalents — 07
— 07
5 share capital
the disclosures in note 17 to the consolidated financial statements are identical for the company 
6 trade and other payables
2014
us million
2013
us million
trade payables 04 04
amounts due to subsidiaries 304 172
income tax payable 29 11
other payables and accrued expenses 86 42
423 229
the carrying value of trade and other payables approximates to their fair value all balances included within trade and 
other payables are repayable on demand
notes to the company financial statements 
888 holdings ar2014 proof 8indd   91 30032015   115825 2396804    30 march 2015 1156 am     proof 8
92
888 holdings plc  annual report  accounts 2014
7 financial risk management
the company’s financial risk management objectives and policies are identical to those of the group as disclosed in note 
24 to the consolidated financial statements 
8 contingent liabilities
the disclosures in note 26 to the consolidated financial statements are identical for the company 
9 share benefit charges 
the disclosures in note 21 to the consolidated financial statements are identical for the company except that the charge 
for the year is partly taken to investment in subsidiaries as set out in note 2
10 related party transactions 
during the year the company received dividends from its subsidiaries totaling us600 million 2013 us861 million and 
paid to its shareholders dividends totaling us512 million 2013 us332 million 
share benefit charges in respect of options and shares of the company awarded to employees of subsidiaries totalled 
us09 million 2013 us27 million 
during the year subsidiaries of the company supported it in funding us188 million of the company’s costs 2013 us125 
million at 31 december 2014 the net amounts owed by subsidiaries to the company were us581 million 2013 us566 
million 
the aggregate benefits paid to key management personnel which the company considers are the directors of the 
company by its subsidiaries are set out below
2014
us million
2013
us million
short term benefits 02 02
11 significant non cash transactions 
during the year 2013 the company was a party to arrangements made by the group to rationalise the intercompany 
balances within the group under these arrangements certain intercompany balances were novated to and from the 
company and its subsidiaries and certain intercompany balances were forgiven by subsidiary companies as a result 
movements on amounts due from and to subsidiaries of us238 million and us238 million respectively in the period did 
not arise as a result of cash transfers and have therefore been excluded from the company statement of cash flows 
notes to the company financial statements 
888 holdings ar2014 proof 8indd   92 30032015   115825 2396804    30 march 2015 1156 am     proof 8
93
www888holdingsplccom stock code 888
financials
group websites 
a range of shareholder information is available in the investor 
relations area of the group’s website www888holdingsplccom 
including 
  latest information on the group’s share price 
  information on the group’s financial performance
  news and events 
the following websites can also be accessed through the 
group’s main website www888com or are available directly 
casino 
888’s casino games are offered through its 888casino and  
live casino
  www888casinocom 
  wwwcasinoonnetcom
  wwwreefclubcasinocom
  wwweucitycasinocom
poker 
888’s poker offering is through 888poker
  www888pokercom
  wwwpacificpokercom
  wwwluckyacepokercom
bingo 
888’s bingo offering is through 888ladies and wink
  www888ladiescom 
  wwwwinkbingocom
  wwwposhbingocouk
  wwwtastybingocom
  wwwredbusbingocom
  wwwbingostreetcom
  wwwbigbrotherbingocom
  www888bingocom
  wwwbingofabulouscom
sportsbook 
888’s sportsbook offering is through 888sport
  www888sportcom 
usa
888’s new jersey poker and casino games are offered through 
its us regulated website
  us888pokercom 
  us888casinocom 
  us888com 
spain
888’s spain poker and casino games are offered through its 
spanish regulated website
  www888es 
  www888pokeres 
  www888casinoes 
  www888sportes
italy
888’s italy casino games are offered through its italian 
regulated website
  www888it 
  www888casinoit 
games
888’s games offering is through 888games
  www888gamescom
  www888playcom 
mytopia social games 
888’s social games are offered through mytopia social games 
websites
  wwwmytopiacom 
  wwwbingoislandcom 
responsible gaming 
the group’s dedicated site focusing on responsible gaming
  www888responsiblecom
shareholder information 
888 holdings ar2014 proof 8indd   93 30032015   115825 2396804    30 march 2015 1156 am     proof 8
94
888 holdings plc  annual report  accounts 2014
shareholder notes 
888 holdings ar2014 proof 8indd   94 30032015   115825 2396804    30 march 2015 1156 am     proof 8
incorporated in gibraltar with registered number 90099
shareholder services
all enquiries relating to ordinary shares depository 
interests dividends and changes of address should be 
directed to the group’s transfer agent
capita registrars
the registry
34 beckenham road
beckenham
kent
br3 4tu
uk
tel 0870 162 3100
wwwcapitaregistrarscom
further information
for further information please contact 
info888holdingsplccom
principal bankers
barclays bank plc
1 churchill place
london
e14 5hp
uk
solicitors
freshfields bruckhaus deringer
65 fleet street
london
ec4y 1hs
uk
hassans
5763 line wall road
gibraltar
company secretary
strait secretaries limited
5763 line wall road
gibraltar
auditors
ernst  young llp 
1 more london place 
london 
se1 2af 
united kingdom
ey limited 
po box 191 
regal house 
queensway 
gibraltar
stock code 888
888 holdings ar2014 proof 8indd   6 30032015   115747 2396804    30 march 2015 1156 am     proof 8
888 holdings plc
suite 601701 europort
europort road
gibraltar
t 350 20049800
f 350 20048280
e info888holdingsplccom
www888holdingsplccom
annual report  accounts 2014
stock code 888 888 holdings plc annual report  accounts 2014
888 holdings ar2014 proof 8indd   1 30032015   115744


Summary:
 2396804    30 march 2015 1156 am     proof 8
www888holdingsplccom stock code 888
overview
01
401
455
2014 2013
53
68
2014 2013
352
391
2014 2013
76
101
2014 2013
48
64
2014 2013
189
221
2014 2013
190
221
2014 2013
155
179
2014 2013
revenue
profit before tax
revenue  b2c
adjusted ebitda
1
revenue  b2b
adjusted ebitda
1
 margin
revenue  b2c casino
real money registered 
customer accounts
2
up 14
up 28
up 11
up 33
up 32 up 16
up 15
overview
01  highlights
02  chairman’s statement
strategic report
04  chief executive’s review
 04  2014 overview
 05   our business model and 
strategy
 06   oper a tional r e vie w 
delivering our strategy
10   financial review and key 
performance indicators
14   regulation and general 
regulatory developments
16   corporate responsibility
19   principal risks and 
uncertainties
governance
21   board of directors
22   dir ect or s’ r eport
25   directors’ statement of 
responsibilities
26   c orpor a t e go v ernanc e 
statement
30    a udit c ommit t ee r eport
33   dir ect or s’ r emuner a tion 
report
financials
50   independent auditor’s report 
54   consolidated income 
statement
54  consolidated statement of 
comprehensive income
55 consolidated balance sheet
56  consolidated statement of 
changes in equity
57   consolidated statement of 
cash flows
58   notes to the consolidated 
financial statements
88  company balance sheet
89  company statement of 
changes in equity
90  company statement of  
cash flows
91   notes to the company 
financial statements
93   shareholder information
contents
1 
as defined in table set out on page 10 
2 
casino poker and sport
highlights
us million
us million
us million
us million
us million
per cent
us million
million
888 holdings ar2014 proof 8indd   1 30032015   115749