Report of Foreign Issuer (6-k)
February 13 2018 - 5:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2018
Commission File Number 001-36906
INTERNATIONAL GAME TECHNOLOGY PLC
(Translation of registrants name into English)
66 Seymour Street, Second Floor
London, W1H 5BT
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
x
Form 40-F
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
o
Resolution of Comment Letter Exchange with SEC Staff Regarding Classification of Upfront Payments
made in Connection with the Italian Lotto Concession
As disclosed by International Game Technology PLC (the Company) on a Form 6-K furnished with the Securities and Exchange Commission (the SEC) on November 14, 2017, the Company received a comment from the SECs Division of Corporation Finance on July 27, 2017 relating to the 2016 Form 20-F inquiring about the cash flow classification of the upfront payment of $665.3 million, made in two installments in 2016 to the Italian governmental authority in connection with the Italian Gioco del Lotto service concession (the Upfront Payment). After additional correspondence with the SEC and consultation with the SECs Office of the Chief Accountant, the Company concluded the Upfront Payment should be classified as an operating activity rather than as an investing activity in the Companys consolidated statements of cash flows in accordance with ASC 230, Statement of Cash Flows. Following these discussions, management recommended to the Companys Audit Committee that the Companys consolidated financial statements for the year ended December 31, 2016, be restated to correct the classification of the Upfront Payment as an operating activity. Additionally, in the 2017 fiscal year the Company made the third and final payment of $185.4 million. The Company classified this payment as an investing cash outflow and will similarly change the classification to an operating cash outflow. The Consolidated Statement of Cash Flows will be corrected when the Company files the Form 20-F for the 2017 fiscal year. This change in classification does not and will not have any impact on the Companys historical balance sheets and income statements, including previously provided GAAP and non-GAAP measures of Net Income, Adjusted EBITDA, net change in cash and cash equivalents, Free Cash Flow, and Net Debt. In addition to this correction, the Consolidated Statements of Cash Flows for fiscal years 2016 and 2015 will be corrected when the Company files its Form 20-F for the 2017 fiscal year to reflect other immaterial accounting adjustments.
Solely as a result of the classification error, the Company determined that there was a material weakness in internal control over financial reporting as of December 31, 2016 and as a result the Companys internal controls over financial reporting were ineffective as of such date. The Company has modified its technical accounting procedures and implemented additional processes and controls to identify, evaluate, and document significant judgments related to the classification on the statement of cash flows of material upfront payments made to customers.
A copy of the news release relating to the above matters is set forth in Exhibit 99.1, which is being furnished herewith.
Exhibit
Number
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Description
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99.1
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News Release International Game Technology PLC to Correct Classification of Upfront Payments to Customers in Consolidated Statements of Cash Flows; Change in Classification will have no Impact on Previously Reported Profitability and Non-GAAP Liquidity Measures, dated February 13, 2018
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 13, 2018
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INTERNATIONAL GAME TECHNOLOGY PLC
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By:
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/s/ Pierfrancesco Boccia
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Pierfrancesco Boccia
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Corporate Secretary
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