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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
OR
 
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended
December 31, 2019
OR
 
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
OR
 
 
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-36906

INTERNATIONAL GAME TECHNOLOGY PLC
(Exact name of Registrant as specified in its charter)

England and Wales
(Jurisdiction of incorporation or organization)

66 Seymour Street, 2nd Floor
London W1H 5BT
United Kingdom
(Address of principal executive offices)

Christopher Spears
Senior Vice President and General Counsel
Telephone: (401) 392-1000 Fax: (401) 392-4812
E-mail: Christopher.Spears@IGT.com
IGT Center, 10 Memorial Boulevard, Providence, RI 02903
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act: 
 
Title of each class
 
Name of each exchange on which registered
 
Trading Symbol
 
 
 
 
 
 
 
 
 
Ordinary Shares, nominal value $0.10
 
New York Stock Exchange
 
IGT
 
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
204,435,333

ordinary shares, nominal value $0.10 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 
x Yes   o No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934. 
o Yes   x No
Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes   o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
x Yes   o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer 
o
Non-accelerated filer
 o
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
x
 
 International Financial Reporting Standards as issued
by the International Accounting Standards Board
 o
 
Other 
o
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
o Item 17   or o Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   x No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
o Yes   o No




TABLE OF CONTENTS
 
 
Page
 
 
3
 
 
 
4
 
 
 
5
 
 
 
 
6
 
 
 
6
6
6
18
31
32
51
68
69
70
70
83
84
 
 
 
 
85
 
 
 
85
85
85
86
86
86
86
87
87
87
87
 
 
 
 
87
 
 
87
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87


2



PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

International Game Technology PLC (the "Parent"), together with its consolidated subsidiaries, is a global leader in gaming. In this annual report on Form 20-F, unless otherwise specified or the context otherwise indicates, all references to “IGT PLC” and the “Company” refer to the business and operations of the Parent and its consolidated subsidiaries.
This annual report on Form 20-F includes the consolidated financial statements of the Company for the years ended December 31, 2019, 2018 and 2017 (the “Consolidated Financial Statements”) prepared in accordance with United States Generally Accepted Accounting Principles as issued by the Financial Accounting Standards Board.
The financial information is presented in U.S. dollars. All references to “U.S. dollars,” “U.S. dollar,” “U.S. $” and “$” refer to the currency of the United States of America. All references to “euro” and “€” refer to the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended.
The language of this annual report on Form 20-F is English. Certain legislative references and technical terms have been cited in their original language so that the correct technical meaning may be ascribed to them under applicable law. 


3


Glossary of Certain Terms and Abbreviations

The glossary is used to define common terms and abbreviations that appear throughout the annual report on Form 20-F. Other, less common, terms and phrases are defined in the sections in which they appear, as they may either be Company or industry-specific. Additionally, definitions in “Item 18. Financial Statements” stand alone and are independently defined in that section.
Abbreviation/Term
 
Definition
ASC
 
Accounting Standards Codification
ASU
 
Accounting Standards Update
B2B
 
business-to-business
B2C
 
business-to-consumer
BEAT
 
base-erosion and anti-abuse tax
Brexit
 
the vote by the U.K. to leave the E.U. and the terms of such departure
CEO
 
Chief Executive Officer
CFO
 
Chief Financial Officer
Company
 
the Parent together with its consolidated subsidiaries
De Agostini
 
De Agostini S.p.A.
EBITDA
 
earnings before interest, taxes, depreciation and amortization
E.U.
 
European Union
GAAP
 
United States Generally Accepted Accounting Principles
GDPR
 
E.U. General Data Protection Regulation
GILTI
 
global intangible low-taxed income
GTECH
 
GTECH S.p.A.
iGaming
 
digital (interactive) gaming
IGT
 
International Game Technology, a Nevada corporation
IGT PLC
 
the Parent together with its consolidated subsidiaries
Lottomatica
 
Lottomatica Holding S.r.l.
Loyalty Plan
 
the terms and conditions related to the Special Voting Shares
Loyalty Register
 
the register of ordinary shares for which holders thereof have validly elected to exercise the related Special Voting Shares
NAGI
 
North America Gaming and Interactive
NALO
 
North America Lottery
NYSE
 
New York Stock Exchange
Parent
 
International Game Technology PLC
R&D
 
research and development
SEC
 
United States Securities and Exchange Commission
Special Voting Shares
 
the special voting shares in the Parent, worth U.S.$0.000001 each and carrying 0.9995 votes
Tax Act
 
the Tax Cuts and Jobs Act of 2017
U.K.
 
United Kingdom
U.S.
 
United States of America
Wire Act
 
U.S. Interstate Wire Act of 1961

4


FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F includes forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning the Company and other matters. These statements may discuss goals, intentions, and expectations as to future plans, trends, events, dividends, results of operations, or financial condition, or otherwise, based on current beliefs of the management of the Company as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “would,” “should,” “shall,” “continue,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or the negative or other variations of them. These forward-looking statements speak only as of the date on which such statements are made and are subject to various risks and uncertainties, many of which are outside the Company’s control. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements and from past results, performance, or achievements. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include (but are not limited to):

the possibility that the Parent will be unable to pay future dividends to shareholders or that the amount of such dividends may be less than anticipated;
the possibility that the Company may not achieve its anticipated financial results in one or more future periods;
reductions in customer spending;
a slowdown in customer payments and changes in customer demand for products and services as a result of changing
economic conditions or otherwise;
unanticipated changes relating to competitive factors in the industries in which the Company operates;
the Company’s ability to hire and retain key personnel;
the Company’s ability to attract new customers and retain existing customers in the manner anticipated;
reliance on and integration of information technology systems;
changes in legislation, governmental regulations, or the enforcement thereof that could affect the Company;
enforcement of an interpretation of the Wire Act in such a manner as to prohibit or limit activities in which the Company and its customers are engaged;
international, national, or local economic, social, or political conditions that could adversely affect the Company or its
customers;
conditions in the credit markets; risks associated with assumptions the Company makes in connection with its critical
accounting estimates;
the resolution of pending and potential future legal, regulatory, or tax proceedings and investigations;
the Company’s international operations, which are subject to the risks of currency fluctuations and foreign
exchange controls; and
the effect of coronavirus on our operations or the operations of our customers and suppliers.
 
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company’s business, including those described in “Item 3. Key Information—D. Risk Factors” and other documents filed by the Parent from time to time with the SEC. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements. Nothing in this annual report is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per share of the Parent for the current or any future financial years will necessarily match or exceed the historical published earnings per share of the Parent, as applicable. All forward-looking statements contained in this annual report on Form 20-F are qualified in their entirety by this cautionary statement.



5


PART I
 
Item 1. 
Identity of Directors, Senior Management and Advisers 
Not applicable.
 
Item 2. 
Offer Statistics and Expected Timetable
Not applicable.
 
Item 3. 
Key Information
A.
Selected Financial Data 
The following tables set forth the Company's summary historical consolidated financial and other information for the periods indicated, which have been derived from the consolidated financial statements of the Company for the years ended December 31, 2019, 2018, 2017, 2016, and 2015.
The following information should be read in conjunction with: 
“Presentation of Financial and Certain Other Information;”
“Item 3.D. Risk Factors;”
“Item 5. Operating and Financial Review and Prospects;” and
The Consolidated Financial Statements included in “Item 18. Financial Statements.”
Consolidated Income Statement Data
 
 
For the years ended December 31,
($ thousands, except per share and dividend amounts)
 
2019
 
2018
 
2017
 
2016
 
2015 (2)
Total revenue (1)
 
4,785,806

 
4,831,256

 
4,938,959

 
5,153,896

 
4,689,056

Operating income (loss)
 
637,128

 
646,991

 
(51,092
)
 
660,436

 
539,956

Income (loss) before provision for income taxes
 
284,767

 
304,048

 
(976,925
)
 
323,413

 
(17,031
)
Net income (loss)
 
111,658

 
114,647

 
(947,511
)
 
264,207

 
(55,927
)
Attributable to:
 
 

 
 

 
 

 
 
 
 
IGT PLC
 
(19,025
)
 
(21,350
)
 
(1,068,576
)
 
211,337

 
(75,574
)
Non-controlling interests
 
130,683

 
115,671

 
55,400

 
45,413

 
19,647

Redeemable non-controlling interests
 

 
20,326

 
65,665

 
7,457

 

Net (loss) income attributable to IGT PLC per common share - basic
 
(0.09
)
 
(0.10
)
 
(5.26
)
 
1.05

 
(0.39
)
Net (loss) income attributable to IGT PLC per common share - diluted
 
(0.09
)
 
(0.10
)
 
(5.26
)
 
1.05

 
(0.39
)
Dividends declared per common share ($)
 
0.80

 
0.80

 
0.80

 
0.80

 
0.40

(1) The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent amendments (collectively "ASC 606") in the first quarter of 2018 using a modified retrospective application approach. Results for reporting periods on or after January 1, 2018 are presented under ASC 606. Prior period amounts were not adjusted and, as such, are not comparable.
(2) On April 7, 2015, GTECH S.p.A. acquired IGT. Prior to April 7, 2015, the historical information presented reflects the results of GTECH S.p.A. only.






6


Consolidated Balance Sheet Data
 
 
December 31,
($ thousands, except share amounts)
 
2019
 
2018
 
2017
 
2016
 
2015
Cash and cash equivalents
 
662,934

 
250,669

 
1,057,418

 
294,094

 
627,484

Total assets (1) (2)
 
13,644,590

 
13,648,502

 
15,159,208

 
15,060,162

 
15,163,295

Debt (3)
 
8,065,517

 
8,012,089

 
8,376,559

 
7,863,162

 
8,334,173

Redeemable non-controlling interests
 

 

 
356,917

 
223,141

 

Total equity
 
2,484,978

 
2,751,929

 
2,354,931

 
3,425,665

 
3,366,142

Attributable to IGT PLC
 
1,658,262

 
1,807,899

 
2,004,995

 
3,068,699

 
3,017,648

Attributable to non-controlling interests
 
826,716

 
944,030

 
349,936

 
356,966

 
348,494

Common stock
 
20,443

 
20,421

 
20,344

 
20,228

 
20,024

Common shares issued
 
204,435,333

 
204,210,731

 
203,446,572

 
202,285,166

 
200,244,239

(1) The Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"), in the first quarter of 2018. In connection with the adoption of ASU 2016-18, the Company corrected its consolidated balance sheet at December 31, 2015 to include additional amounts of restricted cash and cash equivalents of $48.6 million, which had previously been offset against current liabilities of the same amounts.
(2) The Company adopted ASU No. 2016-02, Leases (Topic 842) and all subsequent amendments (collectively "ASC 842") in the first quarter of 2019 using the optional transition method. The adoption of ASC 842 resulted in the Company recognizing right-of-use assets and lease liabilities on the consolidated balance sheet for reporting periods on or after January 1, 2019. Prior period amounts were not adjusted, and, as such, are not comparable.
(3) Debt is composed of: (i) current portion of long-term debt, (ii) short-term borrowings, and (iii) long-term debt, less current portion, as included in the Consolidated Balance Sheets in Item 18. Financial Statements.
B. Capitalization and Indebtedness
Not applicable.
C.
Reasons for the Offer and Use of Proceeds
Not applicable.

7


D.
Risk Factors
The following risks should be considered in conjunction with “Item 5. Operating and Financial Review and Prospects” and the other risks described in the Safe Harbor Statement set forth in Item 5.G. These risks may affect the Company's operating results and, individually or in the aggregate, could cause its actual results to differ materially from past and anticipated future results. The following discussion of risks may contain forward-looking statements which are intended to be covered by the Safe Harbor Statement. Except as may be required by law, the Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. The Company invites you to consult any further related disclosures made by the Parent from time to time in materials filed with or furnished to the SEC.
Risks related to the Company's Business and Industry
The Company has a concentrated customer base in certain business segments, and the loss of any of its larger customers (or lower sales from any of these customers) could lead to significantly lower revenue
A substantial portion of the Company’s revenues (equal to approximately 32.0% of its total consolidated revenues for the year ended December 31, 2019) is derived from exclusive and non-exclusive licenses awarded to the Company by Agenzia delle Dogane e Dei Monopoli ("ADM"), the governmental authority responsible for regulating and supervising gaming in Italy. In particular, a substantial portion of the Company’s revenues is derived from two exclusive licenses, one for the operation of the Italian Gioco del Lotto game (the "Lotto License") and one for instant tickets (equal to approximately 10.0% and 6.0%, respectively, of its total consolidated revenues for the year ended December 31, 2019).
The Company expects that a significant portion of its revenues and profits will continue to depend upon the licenses awarded to the Company by ADM. Licenses may be terminated prior to their expiration dates upon the occurrence of certain events of default affecting the Company, or if such licenses are deemed to be against the public interest, or terminated or annulled if successfully challenged by competitors. The law providing the extension of the license for instant tickets in Italy has been challenged from two operators (Sisal and Stanleybet) and the European Court of Justice ("ECJ") has been asked to express an opinion on the compatibility of that law within the E.U. law principles. In addition, the conditions for any new license will be established by law and included in the rules of the new license. Any material reduction in the Company’s revenues from these licenses, including as a result of an annulment, early termination, or non-renewal of these licenses following their expiration, could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects. 
In addition, recurring revenues from the Company’s top 10 customers outside of Italy accounted for approximately 18.0% of its total consolidated revenues for the year ended December 31, 2019. If the Company were to lose any of these larger customers, or if these larger customers experience lower sales and consequently reduced revenues, which are primarily service revenues, there could be a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.
The Company’s operations are dependent upon its continued ability to retain and extend its existing contracts and win new contracts
The Company derives a substantial portion of its revenues from its portfolio of long-term contracts in the North America Lottery and International segments (equal to approximately 32.0% of its total consolidated revenues for the year ended December 31, 2019), awarded through competitive procurement processes. In addition, the Company’s U.S. lottery contracts typically permit a lottery authority to terminate the contract at any time for material, uncured breaches and for other specified reasons out of the Company's control, such as the failure by a state legislature to approve the required budget appropriations, and many of these contracts in the U.S. permit the lottery authority to terminate the contract at will with limited notice and do not specify the compensation to which the Company would be entitled were such termination to occur.
In the event that the Company is unable or unwilling to perform certain lottery contracts, such contracts permit the lottery authority a right to use the Company's system-related equipment and software necessary for the performance of the contract until the expiration or earlier termination of the contract.
The termination of or failure to renew or extend one or more of the Company’s lottery contracts, or the renewal or extension of one or more of the Company’s lottery contracts on materially altered terms, could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.

8


Adverse changes in discretionary consumer spending may adversely affect the Company's business
Socio-political and economic factors that impact consumer confidence may result in decreased discretionary spending by consumers and have a negative effect on the Company's business. Unfavorable changes in social, political and economic conditions and economic uncertainties, as well as decreased discretionary spending by consumers, may adversely impact customers, suppliers and business partners in a variety of ways.
The revenue generated by the Company's business relies on players’ discretionary income and their level of gaming activity. Economic factors resulting in a reduction of such discretionary income could result in fewer lottery ticket sales and fewer patrons visiting casinos or engaging in online or digital gaming. A decline in discretionary income over an extended period could cause some of the Company’s customers to close casinos or other gaming operations, which would adversely affect the Company's business. A decline in casino visits may also have an adverse impact on the businesses of casino customers and their ability to purchase or lease products and services.
The Company is subject to substantial penalties for failure to perform
The Company’s Italian licenses, lottery contracts in the U.S. and in other jurisdictions, and other service contracts often require performance bonds or letters of credit to secure its performance under such contracts and require the Company to pay substantial monetary liquidated damages in the event of non-performance by the Company.
At December 31, 2019, the Company had outstanding performance bonds and letters of credit in an aggregate amount of approximately $1.173 billion. These instruments present a potential for expense for the Company and divert financial resources from other uses. Claims on performance bonds, drawings on letters of credit, and payment of liquidated damages could individually or in the aggregate have a material adverse effect on the Company's results of operations, business, financial condition, or prospects.
The Company’s inability to successfully complete and integrate future acquisitions could limit its future growth or otherwise be disruptive to its ongoing business
From time to time, the Company expects it will pursue acquisitions in support of its strategic goals. There can be no assurance that acquisition opportunities will be available on acceptable terms or at all or that the Company will be able to obtain necessary financing or regulatory approvals to complete potential acquisitions. The Company’s ability to succeed in implementing its strategy will depend to some degree upon the ability of its management to identify, complete and successfully integrate commercially viable acquisitions. Acquisition transactions may disrupt the Company’s ongoing business and distract management from other responsibilities. In connection with any such acquisitions, the Company could face significant challenges in managing and integrating its expanded or combined operations, including acquired assets, operations, and personnel.
Slow growth or declines in the lottery and gaming markets could lead to lower revenues for the Company
The Company’s dependence on large jackpot games and, specifically, the decline in aggregate sales at similar jackpot levels (“jackpot fatigue”) can have a negative impact on revenue from this game category. These developments may in part reflect increased competition for consumers’ discretionary spending, including from a proliferation of destination gaming venues and an increased availability of internet gaming opportunities. The Company’s future success will depend, in part, on the success of the lottery industry and the gaming industry in attracting and retaining new players in the face of such increased competition in the entertainment and gaming markets, as well as the Company's own success in developing innovative services, products and distribution methods/systems to achieve this goal. In addition, there is a risk that new products and services may replace existing products and services and the Company's customers might acquire or develop competencies that reduce their dependencies on the Company's product and services. The replacement of old products and services with new products and services may offset the overall growth of sales of the Company. A failure by the Company to achieve these goals could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.
The construction of new casinos or expansion of existing casinos fluctuates with demand, general economic conditions and the availability of financing. Slow growth in the establishment of new gaming jurisdictions, delays in the opening of new or expanded casinos and declines in, or low levels of demand for, machine replacements could reduce the demand for the Company’s products. Because a substantial portion of the Company’s sales come from existing customers, its business could be affected if one or more of its customers consolidates with another entity that uses more of the products and services of the Company’s competitors, reduces spending on the Company's products, or causes downward pricing pressures. Such consolidation could lead to order cancellations, a slowing in the rate of gaming machine replacements, or require the Company’s current customers to switch to its competitors’ products, any of which could negatively impact the Company’s results of operations, business, financial condition, or prospects.

9


Brexit has created uncertainty that could impact the Company's operations, business, financial condition, or prospects
The U.K. exited the E.U. on January 31, 2020, which commenced a transition period through December 31, 2020, during which the U.K. will continue to apply E.U. laws and regulations and the trading relationship between the U.K. and the E.U. will remain the same. Negotiations to determine the terms of trade and other arrangements between the U.K. and the E.U. following the conclusion of the transition period at the end of 2020 are expected to commence in March 2020. Uncertainty remains as to what terms, if any, may be approved during the transition period. Ongoing uncertainty regarding the status of such terms and the possibility of the U.K. and the E.U. ending the transition period without any agreement in place remains, which could result in further political and economic uncertainty in the U.K. and the E.U. that may impact the Company's global operations. Because the Company maintains significant operations in the E.U., the terms of Brexit following the transition period could also impact intercompany transactions and create new or additional tax liabilities. The Company’s ability to operate in Italy may be negatively impacted if the terms of Brexit following the transition period do not maintain parity rights for U.K. and E.U. companies and the current Italian regulatory framework is modified as a result of such terms. The Company continues to monitor Brexit and its potential impacts on the Company’s results of operations, business, financial condition, or prospects.

The effect of the coronavirus, or the perception of its effects, on our operations and the operations of our customers and suppliers could have a material adverse effect on our business, financial condition, results of operations or cash flows
We have been closely monitoring the outbreak of the coronavirus that originated in Wuhan, China. A significant duration and extent of the coronavirus outbreak and related government actions may impact many aspects of our business, including creating workforce limitations, travel restrictions and impacting our customers and suppliers. If a significant percentage of our workforce is unable to work, either because of illness or travel or government restrictions in connection with the coronavirus outbreak, our operations may be negatively impacted. The Company’s response strategy in areas of high impact, including Italy where the Company maintains a large employee base, may result in a temporary reduced workforce as a result of self-isolation or other government or Company imposed measures to quarantine impacted employees and prevent infections at the workplace.
In addition, the coronavirus may result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and services. In particular, Italian authorities have implemented measures to try to halt the coronavirus outbreak including closures to public venues in the north of the country. The imposed government regulations could adversely impact the Company’s results of operations, business, financial condition, or prospects derived from its presence in this or other affected areas. Further, the outbreak of the coronavirus may negatively impact our suppliers and supply chain, which would likely impact our sales and operating results. Any of these events could have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows. At this point, the extent to which the coronavirus may impact our results is uncertain.

The Company’s success depends in large part on its ability to develop and manage frequent introductions of innovative products and the ability to respond to technological changes
The gaming industry is characterized by dynamic customer demand and technological advances, both for land-based and digital gaming products. As a result, the Company must continually introduce and successfully market new games and technologies to remain competitive and effectively stimulate customer demand. The process of developing new products is inherently complex and uncertain. It requires accurate anticipation of changing customer needs and end-user preferences as well as emerging technological trends. If the Company's competitors develop new game content and technologically innovative products and the Company fails to keep pace, its business could be adversely affected. To remain competitive, the Company invests resources toward its research and development efforts to introduce new and innovative games and technology with dynamic features to attract new customers and retain existing customers. If the Company fails to accurately anticipate customer needs and end-user preferences through the development of new products and technologies, the Company could lose business to its competitors, which would adversely affect its results of operations, business, financial condition, or prospects. The Company intends to continue investing resources in research and development. There is no assurance that its investments in research and development will guarantee successful products. The Company invests heavily in product development in various disciplines: platform hardware, platform software, digital services, content (game) design and casino software systems. Because the Company’s newer products are generally more technologically sophisticated than those it has produced in the past, the Company must continually refine its design, development, and delivery capabilities across all channels to ensure product innovation. If the Company cannot efficiently adapt its processes and infrastructure to meet the needs of its product innovations, its results of operations, business, financial condition, or prospects could be negatively impacted.
The Company’s customers will purchase new products only if such products are likely to increase profits more than the Company's competitors’ products. The amount of profits primarily depends on consumer play levels, which are influenced by player demand for the Company’s products. There is no certainty that the Company’s new products will attain this market acceptance or that the

10


Company’s competitors will not anticipate or respond to changing customer preferences more effectively than the Company. In addition, any delays by the Company in introducing new products could negatively impact its operating results by providing an opportunity for its competitors to introduce new products and gain market share.
Demand for and the level of play of the Company’s products could be adversely affected by changes in social mores
The popularity and acceptance of gaming is influenced by the prevailing social attitudes toward gaming, and changes in social attitudes could result in reduced acceptance of gaming as a leisure activity. The Company’s future financial success will depend on the appeal of its products to its customers and players and the general acceptance of gaming. If the Company is not able to anticipate and react to changes in consumer preferences and social attitudes, its results of operations, business, financial condition, or prospects may be adversely affected.
If the Company is unable to protect its intellectual property or prevent its unauthorized use by third parties, its ability to compete in the market may be harmed
The Company protects its intellectual property to ensure that its competitors do not use such intellectual property. However, intellectual property laws in the U.S., Italy, and in other jurisdictions may afford differing and limited protection, may not permit the Company to gain or maintain a competitive advantage, and may not prevent its competitors from duplicating its products, designing around its patented products, or gaining access to its proprietary information and technology.
The Company may not be able to prevent the unauthorized disclosure or use of its technical knowledge or trade secrets. For example, there can be no assurance that consultants, vendors, partners, former employees, or current employees will not breach their obligations regarding non-disclosure and restrictions on use. In addition, anyone could seek to challenge, invalidate, circumvent, or render unenforceable any of the Company's patents. The Company cannot provide assurance that any pending or future patent applications it holds will result in an issued patent, or that, if patents are issued, they would necessarily provide meaningful protection against competitors and competitive technologies or adequately protect the Company’s then-current technologies. The Company may not be able to detect the unauthorized use of its intellectual property, prevent breaches of its cybersecurity efforts, or take appropriate steps to enforce its intellectual property rights effectively. In addition, certain contractual provisions, including restrictions on use, copying, transfer, and disclosure of software, may be unenforceable under the laws of certain jurisdictions.
The Company’s success may depend in part on its ability to obtain trademark protection for the names or symbols under which it markets its products and to obtain copyright protection and patent protection of its technologies and game innovations. The Company may not be able to build and maintain goodwill in its trademarks or obtain trademark or patent protection, and there can be no assurance that any trademark, copyright, or issued patent will provide competitive advantages for the Company or that the Company’s intellectual property will not be successfully challenged or circumvented by competitors.
The Company intends to enforce its intellectual property rights, and from time to time may initiate claims against third parties that it believes are infringing its intellectual property rights. Litigation brought to protect and enforce the Company’s intellectual property rights could be costly, time-consuming, and distracting to management, could fail to obtain the results sought, and could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.
If the Company is unable to license intellectual property from third parties, its ability to compete in the market may be harmed
The Company licenses intellectual property rights from third parties. If such third parties do not properly maintain or enforce the intellectual property rights underlying such licenses, or if such licenses are terminated or expire without being renewed, the Company could lose the right to use the licensed intellectual property, which could adversely affect its competitive position or its ability to commercialize certain of its technologies, products, or services.
In addition, some of the Company’s most popular games and features are based on trademarks, patents and other intellectual property licensed from third parties. The Company’s future success may depend upon its ability to obtain, retain and/or expand licenses for popular intellectual property rights with reasonable terms in a competitive market. If the Company cannot renew and/or expand existing licenses, it may be required to discontinue or limit its use of the games or gaming machines that use the licensed technology or bear the licensed marks, which could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.

11


Third party intellectual property infringement claims against the Company could limit its ability to compete effectively
The Company cannot provide assurance that its products do not infringe the intellectual property rights of third parties. Infringement and other intellectual property claims and proceedings brought against the Company, whether successful or not, are costly, time-consuming and distracting to management, and could harm the Company's reputation. In addition, intellectual property claims and proceedings could require the Company to do one or more of the following: (1) cease selling or using any of its products that allegedly incorporate the infringed intellectual property, (2) pay substantial damages, (3) obtain a license from the third-party owner, which license may not be available on reasonable terms, if at all, (4) rebrand or rename its products, and (5) redesign its products to avoid infringing the intellectual property rights of third parties, which may not be possible and, if possible, could be costly, time-consuming, or result in a less effective product. A successful claim against the Company could have a material adverse effect on its results of operations, business, financial condition, or prospects.
The Company’s business may be adversely affected by lower cost of entry into the gaming industry
As a result of developments in digital and internet gaming, the cost of entry to the gaming market has decreased significantly. This results in a highly competitive environment. Digital and internet gaming have emerged as substantial methods of competition from existing competitors and, increasingly, new competitors as a result of the lower cost of entry. The increased competition may result in increased pricing pressures on a number of our products and services, and may impact the Company’s results and financial position.
The illegal gaming market could negatively affect the Company’s business
A significant threat to the gaming industry arises from illegal activities. Such illegal activities may drain significant betting volumes away from the regulated industry. In particular, illegal gaming could take away a portion of the present players that are the focus of the Company’s business. The loss of such players could have a material adverse effect on the Company's results of operations, business, financial condition, or prospects.
The Company faces reputational risks related to the use of social media
From time to time, the Company uses social media platforms as marketing tools. These platforms provide the Company, as well as individuals, with access to a broad audience of consumers and other interested persons. Negative commentary regarding the Company or the products it sells may be posted on social media platforms and similar devices at any time and may be adverse to the Company’s reputation or business.
Legal and Compliance Risks
Changing enforcement of the Wire Act may negatively impact the Company's operations, business, financial condition, or prospects
On January 14, 2019, the U.S. Department of Justice (the “DOJ”) published an opinion (the "2019 Opinion") reversing its previously-issued opinion (the "2011 Opinion") that the Wire Act, which prohibits several types of wager-related communications over a “wire communications facility,” was applicable only to sports betting. The 2019 Opinion interprets the Wire Act as applying to other forms of gambling that cross state lines, though the precise scope of the 2019 Opinion is unclear, and the DOJ has not yet addressed how it plans to enforce the Wire Act in light of the 2019 Opinion. Further, the New Hampshire Lottery Commission and certain private parties have commenced litigation in federal district court in New Hampshire challenging the 2019 Opinion. In response to this and other lawsuits, the DOJ issued a memorandum in April 2019 acknowledging that the 2019 Opinion did not consider whether the Wire Act applies to State lotteries and their vendors, and the DOJ is now considering this issue. In connection with such acknowledgment, the DOJ also extended the non-prosecution period for State lotteries and their vendors indefinitely while they consider the question. If the DOJ concludes that the Wire Act does apply to State lotteries and/or their vendors, they would extend the non-prosecution period for an additional period of 90 days after the DOJ publicly announces such position.
On June 3, 2019, the U.S. District Court for the District of New Hampshire ruled in favor of the plaintiffs and opined that the Wire Act applies only to sports betting and related activities (the “NH Decision”). The NH Decision also set aside the 2019 Opinion leaving the 2011 Opinion as the DOJ's only stated opinion on the subject. In response to the NH Decision, the DOJ extended the forbearance period to December 31, 2019; such forbearance period was further extended through June 30, 2020. The Lottery Forbearance remains unchanged. On August 16, 2019, the DOJ filed a Notice of Appeal with respect to the NH Decision. The DOJ filed its opening brief with the First Circuit Court of Appeal on December 20, 2019. Plaintiffs’ opening briefs are due February 26, 2020. It is unclear when the DOJ will conclude its consideration of whether the Wire Act applies to State lotteries and their vendors, or whether other courts would come to the same conclusions set forth in the NH Decision. The Company’s management

12


is evaluating the NH Decision, the 2019 Opinion, the DOJ appeal and their implications to the Company, its customers, and the industries in which the Company operates. If the Wire Act is broadly interpreted and enforced to prohibit activities in which the Company and its customers are engaged, the Company could be subject to investigations, criminal and civil penalties, sanctions and/or other remedial measures and/or the Company may be required to substantially change the way it conducts its business, any of which could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects. 
The Company faces risks related to the extensive and complex governmental regulation applicable to its operations
The Company’s activities are subject to extensive and complex governmental regulation, including restrictions on advertising, increases in or differing interpretations by authorities on taxation, limitations on the use of cash, and anti-money laundering compliance procedures. In particular, the Italian government has recently banned gaming advertising and significantly raised gaming taxes. Any changes in the legal or regulatory framework or other changes, such as increases in the taxation of sports betting or gaming, changes in the compensation paid to licensees, or increases in the number of licenses, authorizations, or licenses awarded to the Company's competitors, could materially affect its profitability.
In addition, in the U.S. and in many international jurisdictions where the Company currently operates or seeks to do business, lotteries, sports betting, and gaming are not permitted unless expressly authorized by law. The successful implementation of the Company’s growth strategy and its business could be materially adversely affected if jurisdictions that do not currently authorize lotteries, sports betting, or gaming do not approve such activities or if those jurisdictions that currently authorize lotteries, sports betting, or gaming do not continue to permit such activities.
With respect to the Company’s use of social media, as laws and regulations rapidly evolve to govern the use of these platforms and mobile devices, the failure by the Company, its employees or third parties acting at the Company's direction to abide by applicable laws and regulations in the use of these platforms and devices could adversely impact the Company’s business, financial condition, and results of operations or subject it to fines or other penalties.
Investigations by governmental and licensing entities can result in adverse findings or negative publicity
From time to time, the Company is subject to extensive background investigations, and other investigations of various types are conducted by governmental and licensing authorities with respect to applicable gaming regulations. These regulations and investigations vary from time to time and from jurisdiction to jurisdiction where the Company operates. Because the Company’s reputation for integrity is an important factor in its business dealings with lottery and other governmental agencies, a governmental allegation or a finding of improper conduct by or attributable to the Company in any manner, the prolonged investigation of these matters by governmental or regulatory authorities, and/or the adverse publicity resulting therefrom could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects, including its ability to retain existing contracts or to obtain new or renewed contracts, both in the subject jurisdiction and elsewhere.
Failure to comply with the GDPR could result in significant penalties

The GDPR came into effect on May 25, 2018, expanding the rules on using personal data and increasing the risks of processing personal data compared to prior legislation and introducing new obligations on data controllers and rights for data subjects, including, among others:

accountability and transparency requirements, which will require data controllers to demonstrate and record compliance
with the GDPR and to provide more detailed information to data subjects regarding processing;
enhanced data consent requirements, which includes "explicit" consent in relation to the processing of sensitive data;
obligations to consider data privacy as any new products or services are developed and limit the amount of information
collected, processed, and stored as well as its accessibility;
constraints on using data to profile data subjects;
providing data subjects with personal data in a usable format on request and erasing personal data in certain circumstances;
and
reporting of breaches without undue delay (72 hours where feasible).

Several of the Parent’s subsidiaries, particularly those within the Italy business segment, deal with a significant amount of employee and customer personal data. There is a risk that the Company's policies and procedures for compliance with the GDPR will not be implemented correctly or that individuals within the Company will not be fully compliant with the new procedures. Failure to comply with the GDPR may have serious financial consequences to the Company, including fines for data breaches of up to the maximum of either €20 million or 4% of worldwide annual revenue, and the Company could face significant administrative

13


sanctions and reputational damage that could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.

The Company is exposed to significant risks in relation to compliance with anti-corruption laws and regulations and economic sanction programs

Doing business on a worldwide basis requires the Company to comply with the laws and regulations of various jurisdictions. In particular, the Company's operations are subject to anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and other anti-corruption laws that apply in countries where the Company operates. Other laws and regulations applicable to the Company control trade by imposing economic sanctions on countries and persons and creating customs requirements and currency exchange regulations. The Company's continued global expansion, including in countries which lack a developed legal system or have high levels of corruption, increases the risk of actual or alleged violations of such laws.

The Company cannot predict the nature, scope or effect of future regulatory requirements to which its operations might be subject or the manner in which such laws might be administered or interpreted.

There can be no assurance that the policies and procedures the Company has implemented have been or will be followed at all times or will effectively detect and prevent violations of these laws by one or more of the Company's directors, officers, employees, consultants, agents, joint-venture partners or other third-party partners.  As a result, the Company could be subject to investigations, criminal and civil penalties, sanctions and/or other remedial measures that in turn could have a material adverse effect on its business, results of operations and financial condition.

Negative perceptions and publicity surrounding the gaming industry could lead to increased gaming regulation

From time to time, the gaming industry is exposed to negative publicity related to gaming behavior, gaming by minors, the presence of gaming machines in too many locations, risks related to digital gaming and alleged association with money laundering. Publicity regarding problem gaming and other concerns with the gaming industry, even if not directly connected to the Company, could adversely impact its business, results of operations, and financial condition. For example, if the perception develops that the gaming industry is failing to address such concerns adequately, the resulting political pressure may result in the industry becoming subject to increased regulation and restrictions on operations. Such an increase in regulation could adversely impact the Company's results of operations, business, financial condition, or prospects.
Recent and future changes to U.S. and foreign tax laws could adversely affect the Company
The Company is subject to tax laws in the U.S. and several foreign tax jurisdictions and significant judgment is required in determining the Company’s global provision for income taxes. While the Company believes its tax positions are consistent with the tax laws in the jurisdictions in which it conducts business, it is possible that these positions may be overturned by tax authorities, which may have a significant impact on the Company’s global provision for income taxes.
Changes in tax laws or regulations may be proposed or enacted that could significantly affect the Company’s overall tax expense. For example, on December 22, 2017, the U.S. government enacted comprehensive tax legislation through the Tax Act, which significantly changed the U.S. corporate income tax system and has a meaningful impact on the Company’s provision for income taxes. The Tax Act made broad changes to the U.S. federal income tax code, including reducing the federal corporate income tax rate from 35% to 21%, imposing limitations on the Company’s ability to deduct interest expense for tax purposes, creating a new minimum tax on GILTI, and creating BEAT, among many other complex provisions.
The Tax Act requires complex calculations to be performed that were not previously required, significant judgments, estimates and calculations to be made in interpreting its provisions, and the preparation and analysis of information not previously relevant or regularly produced. In addition, the U.S. Department of Treasury has issued and will continue to issue regulations and interpretive guidance that may significantly impact how the Company will apply the tax law and impact the Company’s results of operations. As additional regulatory and interpretive guidance is issued, the Company may refine its analysis and make adjustments that differ from amounts initially recorded, which could materially affect its tax obligations and effective tax rate. Various uncertainties also exist in terms of how U.S. states and any foreign countries within which the Company operates will react to U.S. federal income tax reform.
In addition, tax authorities are increasingly scrutinizing the tax positions of companies. Many countries in the E.U., as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase the Company’s tax obligations in countries where it does

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business. If U.S. or other foreign tax authorities change applicable tax laws, the Company’s overall taxes could increase, and its results of operations, business, financial condition, or prospects may be adversely affected.
The Company may be subject to an unfavorable outcome with respect to pending regulatory, tax, or other legal proceedings, which could result in substantial monetary damages or other harm to the Company
The Company is involved in a number of legal, regulatory, tax, and arbitration proceedings including claims by and against it as well as injunctions by third parties arising out of the ordinary course of its business and is subject to investigations and compliance inquiries related to its ongoing operations. It is difficult to estimate accurately the outcome of any proceeding. As such, the amounts of the Company’s provision for litigation risks could vary significantly from the amounts the Company may be asked to pay or ultimately pay in any such proceeding. In addition, unfavorable resolution of or significant delay in adjudicating such proceedings could require the Company to pay substantial monetary damages or penalties and/or incur costs that may exceed any provision for litigation risks or, under certain circumstances, cause the termination or revocation of the relevant license or authorization and thereby have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.
Operational Risks
Failure to attract, retain and motivate personnel may adversely affect the Company's ability to compete
The Company's ability to attract and retain key management, product development, finance, marketing, and research and development personnel is directly linked to the Company's continued success. Particularly in the lottery and gaming industries, the market for qualified executives and highly-skilled technical workers is intensely competitive, and the loss of key employees or an inability to hire a sufficient number of technical staff could limit the Company's ability to develop successful products and could cause delays in getting new products to market.
The Company’s business prospects and future success rely heavily upon the integrity of its employees, directors and agents
The real and perceived integrity and security of the Company's products are critical to its ability to attract customers and players. The Company strives to set exacting standards of personal integrity for its employees and directors and its reputation in this regard is an important factor in its business dealings with lottery, gaming, and other governmental agencies. For this reason, an allegation or a finding of improper conduct on the Company’s part, or on the part of one or more of its current or former employees, directors or agents that is attributable to the Company, could have a material adverse effect upon the Company’s results of operations, business, financial condition, or prospects, including its ability to retain or renew existing contracts or obtain new contracts.
The success of the Company’s business is dependent on customers’ confidence in the integrity of the Company’s products
The real and perceived integrity of the Company’s products is critical to its ability to attract customers and players. In the event of an actual or alleged defect in a Company product, the Company’s existing and prospective customers may lose confidence in the integrity and security of the Company’s products. Such a failure could have a material adverse effect upon the Company’s results of operations, business, financial condition or prospects, including its ability to attract new customers and retain its existing customers.
The Company faces supply chain risks that, if not properly managed, could adversely affect its financial results
The Company purchases most of the parts, components, and subassemblies necessary for its lottery terminals and electronic gaming machines from outside sources. The Company outsources all the manufacturing and assembly of certain lottery terminals to a single vendor and portions of other products to multiple vendors. The Company’s operating results could be adversely affected if one or more of its manufacturing and assembly outsourcing vendors fails to meet production schedules. The Company’s management believes that if a supply contract with one of these vendors were to be terminated or breached, it may take time to replace such vendor under some circumstances and any replacement parts, components, or subassemblies may be more expensive, which could reduce the Company’s margins. Depending on a number of factors, including the Company’s available inventory of replacement parts, components or subassemblies, the time it takes to replace a vendor may result in a delay for a customer. Generally, if the Company fails to meet its delivery schedules under its contracts, it may be subject to substantial penalties or liquidated damages, or contract termination, which in turn could adversely affect the Company's results of operations, business, financial condition, or prospects.

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The Company and its operations are subject to cyber-attacks and cyber-security risks which may have an adverse effect on its business and results of operations and result in increasing costs to minimize these risks
The Company's business involves the storage and transmission of confidential business and personal information, and theft and security breaches may expose the Company to a risk of loss of, or improper use and disclosure of, such information, which may result in significant litigation expenses and liability exposure. The Company has experienced and continues to experience cyber-attacks of varying degrees and phishing attacks on a regular basis. To date, the Company has not suffered any material losses as a result of such attacks. The Company's internal policies and procedures may not be able to prevent or detect every cyber-attack or reduce all negative effects they may cause. In addition, the Company's insurance policies may not be sufficient to mitigate all potential negative effects of a cyber-attack.
Any systems failure or compromise of the Company's security that results in the release of confidential business or personal information could seriously harm the Company's reputation and have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.
The Company's security measures may also be breached due to employee error, malfeasance, system errors or vulnerabilities, including vulnerabilities of the Company's subcontractors, vendors, suppliers, or otherwise. Such breach could result in significant reputational, legal, and financial liability, and may potentially have a material adverse effect upon the Company’s business, results of operations and financial condition. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, become more sophisticated, and often are not recognized until launched against a target, the Company may be unable to anticipate these techniques or to implement adequate preventative measures. Additionally, cyber-attacks could also compromise trade secrets and other sensitive information and result in such information being disclosed to others and becoming less valuable, which could have a material adverse effect upon the Company’s results of operations, business, financial condition, or prospects.
Failures in technology may disrupt the Company’s business and have an adverse effect on its results of operations
The Company’s success depends on its ability to avoid, detect, replicate, and correct software and hardware defects and fraudulent manipulation of its products. The Company incorporates security features into the design of its products which are designed to prevent its customers and players from being defrauded. The Company also monitors its software and hardware to avoid, detect and correct any technical errors. However, there can be no guarantee that the Company’s security features or technical efforts will continue to be effective in the future.
In addition, any disruption in the Company’s network or telecommunications services, or those of third parties that the Company uses in its operations, could affect the Company’s ability to operate its systems, which could result in reduced revenues and customer downtime. The Company’s network and databases of business and customer information, including intellectual property and other proprietary business information and those of third parties the Company uses, are susceptible to outages due to fire, floods, power loss, break-ins, cyber-attacks, network penetration, data privacy or security breaches, denial of service attacks, and similar events, including inadvertent dissemination of information due to increased use of social media. Disruptions with such systems could result in a wide range of negative outcomes, including devaluation of the Company’s intellectual property, increased expenditures on data security, and costly litigation and potential payment of liquidated damages, each of which could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.
Financial Risks
Covenants in the Company’s debt agreements may limit its ability to operate its business, and the Company’s breach of such covenants could materially and adversely affect its results of operations, business, financial condition, or prospects
Certain of the Company’s debt agreements require it to comply with covenants that may limit the Company’s ability to:
pay dividends and repurchase shares;
acquire assets of other companies or acquire, merge or consolidate with other companies;
dispose of assets;
incur indebtedness; and
grant security interests in its assets.
The Company’s ability to comply with these covenants may be affected by events beyond its control, such as prevailing economic, financial, regulatory and industry conditions. These covenants may limit its ability to react to market conditions or take advantage of potential business opportunities. Further, a breach of such covenants could, if not cured or waived, result in acceleration of its indebtedness, result in the enforcement of security interests or force the Company into bankruptcy or liquidation. Such a breach

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or any failure to otherwise timely repay outstanding indebtedness could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.
Risks related to the Loyalty Voting Structure
The Parent's controlling shareholder and loyalty voting structure may limit other shareholders' ability to influence corporate decisions
At February 24, 2020, De Agostini had an economic interest of approximately 50.59% and, due to its election to exercise the special voting shares associated with its ordinary shares pursuant to the loyalty plan, a voting interest in the Parent of approximately 67.18% of the total voting rights. See “Item 7. Major Shareholders and Related Party Transactions” for additional information.  This shareholder may make decisions with which other shareholders may disagree, including, among other things, delaying, discouraging, or preventing a change of control of the Company or a potential merger, consolidation, tender offer, takeover, or other business combination and may also prevent or discourage shareholders’ initiatives aimed at changes in the Parent’s management.
The tax consequences of the loyalty voting structure are uncertain
No statutory, judicial, or administrative authority has provided public guidance in respect of the special voting shares of the Parent and as a result, the tax consequences of owning such shares are uncertain. The fair market value of the Parent's special voting shares, which may be relevant to the tax consequences of owning, acquiring, or disposing of such shares, is a factual determination and is not governed by any guidance that directly addresses such a situation. Because, among other things, (i) the special voting shares are not transferable (other than in very limited circumstances as provided for in the loyalty voting structure), (ii) on a winding up or otherwise, the holders of the special voting shares will only be entitled to receive out of the Parent's assets available for distribution to its shareholders, in aggregate, $1, and (iii) loss of the entitlement to instruct the nominee on how to vote in respect of special voting shares will occur without consideration, the Parent believes and intends to take the position that the value of each special voting share is minimal. However, the relevant tax authorities could assert that the value of the special voting shares as determined by the Parent is incorrect. Shareholders are urged to consult their own tax advisors with respect to treatment of special voting shares. See “Item 10.E Taxation” for additional information. 
The loyalty voting structure may affect the liquidity of the Parent's ordinary shares and reduce their ordinary share price

The loyalty voting structure may limit the liquidity and adversely affect the trading prices of the Parent's ordinary shares. The loyalty voting structure is intended to reward shareholders for maintaining long-term share ownership by granting persons holding ordinary shares continuously for at least three years the option to elect to receive special voting shares. The special voting shares cannot be traded and, immediately prior to the deregistration of ordinary shares from the register of loyalty shares, any corresponding special voting shares shall cease to confer any voting rights in connection with such special voting shares. This loyalty voting structure is designed to encourage a stable shareholder base, but it may deter trading by those shareholders who are interested in gaining or retaining the special voting shares. Therefore, the loyalty voting structure may reduce liquidity in the Parent's ordinary shares and adversely affect their trading price.


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Item 4. 
Information on the Company
A.
History and Development of the Company
The Parent is organized as a public limited company under the laws of England and Wales. The Parent’s principal office is located at 66 Seymour Street, 2nd Floor, London W1H 5BT, United Kingdom, telephone number +44 (0) 207 535 3200. The Parent’s agent for service in the United States is CT Corporation System, 701 S. Carson Street - Suite 200, Carson City, Nevada 89701 (telephone number: +1 518 433 4740). The Company operates under the Companies Act 2006, as amended.
The Parent was formed as a business combination shell company on July 11, 2014 under the name “Georgia Worldwide Limited.” On September 16, 2014, it changed its name to “Georgia Worldwide PLC,” and on February 26, 2015, it changed its name to “International Game Technology PLC.”
The Company is a product of the acquisition of International Game Technology by GTECH S.p.A., which was completed on April 7, 2015, through mergers of the prior businesses into the Parent and a subsidiary of the Parent. Prior to the mergers, the Parent did not conduct any material activities other than those incident to its formation, the making of certain required securities law filings, and the preparation of the proxy statement/prospectus filed in connection with the acquisition and mergers. For more information on the mergers, please see Item 4.A of the Parent's annual report on Form 20-F for 2015, filed with the SEC on April 29, 2016.
Capital Expenditures and Divestitures
For a description, including the amount invested, of the Company’s principal capital expenditures (including interests in other companies) for the years ended December 31, 2019, 2018 and 2017, see “Item 5.B Liquidity and Capital Resources—Capital Expenditures.”
For a description of the Company’s principal divestitures for the years ended December 31, 2019 and 2018, see “Item 5.A Operating Results.” In 2017, the Company's principal divestiture was the sale of Double Down Interactive LLC for total cash consideration of $825.8 million ($823.8 million net of cash divested), which resulted in a gain of $27.2 million, net of selling costs, which is classified within other operating expense, net in the consolidated statement of operations for the year ended December 31, 2017.
To date, the Company has not made any capital expenditures or divestitures in calendar year 2020 that were not in the ordinary course of business.
More Information
The SEC maintains an internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The Company's SEC filings can be found there and on the Company's website: www.igt.com.
B. Business Overview

The Company is a global leader in gaming that delivers entertaining and responsible gaming experiences for players across all channels and regulated segments, from Gaming Machines and Lotteries to Sports Betting and Digital. Leveraging compelling content, substantial investment in innovation, player insights, operational expertise, and leading-edge technology, the Company's solutions deliver gaming experiences that engage players and drive growth. The Company has a well-established local presence and relationships with governments and regulators in more than 100 countries around the world, and creates value by adhering to the highest standards of service, integrity, and responsibility.
The Company operates and provides an integrated portfolio of innovative gaming technology products and services, including: lottery management services, online and instant lottery systems, gaming systems, instant ticket printing, electronic gaming machines, sports betting, digital gaming, and commercial services. The Company is headquartered in London, with principal operating facilities located in Providence, Rhode Island; Las Vegas, Nevada; and Rome, Italy. The Company is organized into four business segments, which are supported by corporate shared services: North America Gaming and Interactive, North America Lottery, International, and Italy. Research and development and product assembly are mostly centralized in North America. The Company had approximately 12,000 employees at December 31, 2019.


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The Company is committed to responsible gaming, giving back to its communities, and doing its part to protect the environment, and is recognized in the following ways:

the Company’s lottery operations have been certified for compliance with the World Lottery Association ("WLA") Associate Member CSR Standards and Certification Framework;
the Company has received responsible gaming accreditation for its land-based casino and lottery segments from the Global Gambling Guidance Group;
the Company’s B2C website interactive.IGTGames.com is certified through the Internet Compliance Assessment Program (iCAP), developed by the National Council on Problem Gambling;
the Company’s digital and gaming operations both achieved RG accreditation from the Global Gambling Guidance Group;
the Company has received an "AA" environmental, social and governance rating from MSCI, Inc. and a "prime" designation in corporate responsibility from ISS-oekom; and
the Company has been selected for inclusion in the Bloomberg Gender Equality Index.

Products and Services

The Company has five broad categories of products and services: (1) Lottery, (2) Machine Gaming, (3) Sports Betting, (4) Digital, and (5) Commercial Services.

1. Lottery

The Company supplies a unique set of lottery solutions to more than 100 customers worldwide, including to 37 of the 46 U.S. lotteries through its NALO segment. Lottery customers frequently designate their revenues for particular purposes, such as education, economic development, conservation, transportation, programs for senior citizens and veterans, health care, sports facilities, capital construction projects, cultural activities, tax relief, and others. Many governments have become increasingly dependent on their lotteries as revenues from lottery ticket sales are often a significant source of funding for these programs. Lottery products and services are provided through the NALO, International, and Italy business segments.

Lottery services are provided through operating contracts, facilities management contracts ("FMCs"), lottery management agreements ("LMAs"), and product sales contracts. In the majority of jurisdictions, lottery authorities award contracts through a competitive bidding process. Typical service contracts are five to 10 years in duration, often with multi-year extension options. After the expiration of the initial or extended contract term, a lottery authority generally may either seek to negotiate further extensions or commence a new competitive bidding process. Lottery authorities may require providers to pay an upfront fee for the right to manage their lotteries.

The Company designs, sells, leases, and operates a complete suite of point-of-sale machines that are electronically linked with a centralized transaction processing system that reconciles lottery funds between the retailer and the lottery authority. The Company provides and operates highly secure, online lottery transaction processing systems that are capable of processing over 500,000 transactions per minute. The Company provides more than 450,000 point-of-sale devices to lottery customers and lotteries that it supports worldwide. The Company also produces high-quality instant ticket games and provides printing services such as instant ticket marketing plans and graphic design, programming, packaging, shipping, and delivery services.

The Company has developed and continues to develop new lottery games, licenses new game brands from third parties, and installs a range of new lottery distribution devices, all of which are designed to drive responsible same-store sales growth for its customers. In connection with its delivery of lottery services, the Company actively advises its customers on growth strategies. Depending on the type of contract and the jurisdiction, the Company also provides marketing services, including retail optimization and lottery brand awareness campaigns. The Company works closely with its lottery customers and retailers to help retailers sell lottery games more effectively. These programs include product merchandising and display recommendations, a selection of appropriate lottery product mix for each location, and account reviews to plan lottery sales growth strategies. The Company leverages years of experience accumulated from being the exclusive licensee for the Italian Lotto, one of the world’s largest lotteries. This B2C expertise in Italy, which includes management of all the activities along the lottery value chain, allows the Company to better serve B2B customers in its NALO and International segments. The Company's primary competitors in the Lottery business include Camelot, Intralot, Pollard, SAZKA, Scientific Games, Sisal and Tattersalls.


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The primary types of lottery agreements are outlined below:

Operating and Facilities Management Contracts

The majority of the Company's revenue in the Lottery business comes from operating contracts and FMCs. Since 1998, the Company has been the exclusive licensee for the Italian Lotto game (management of operations commenced in 1994). Beginning in November of 2016, the Company's exclusive license for the Italian Lotto includes partners as part of a joint venture. Lottoitalia s.r.l., a joint venture company among Lottomatica, Italian Gaming Holding a.s., Arianna 2001, and Novomatic Italia ("Lottoitalia"), is the exclusive manager of the Italian Lotto game. Lottoitalia is 61.5% owned by Lottomatica. The Company, through Lottoitalia, manages the activities along the lottery value chain, such as creating games, determining payouts, collecting wagers through its network, paying out prizes, managing all accounting and other back-office functions, running advertising and promotions, operating data transmission networks and processing centers, training staff, providing retailers with assistance, and supplying materials including play slips, tickets and receipts, and marketing and point-of-sale materials for the game. Since 2004, and for a term expiring in 2028, the Company also has been the exclusive licensee for the instant ticket lottery ("Gratta e Vinci") through Lotterie Nazionali S.r.l., a joint venture 64.0% owned by the Parent's subsidiary Lottomatica Holding, with the remainder directly and indirectly owned by Scientific Games Corporation and Arianna 2001.

The Company’s FMCs typically require the Company to design, install, and operate the lottery system and retail terminal network for an initial term, which is typically five to 10 years. The Company’s FMCs usually contain extension options under the same or similar terms and conditions, generally ranging from one to five years. Under a typical FMC, the Company maintains ownership of the technology and equipment, and is responsible for capital investments throughout the duration of the contract, although the investments are generally concentrated during the early years. The Company provides a wide range of services to lottery customers related to the technology, equipment, and facilities such as hosting, maintenance, marketing, and other support services. The Company generally provides its lottery customers retailer terminal and communication network equipment through operating leases. In return, the Company typically receives fees based upon a percentage of the sales of draw based and/or instant ticket games. In limited instances, the Company provides instant tickets and online lottery systems and services under the same facilities management contract. As of February 24, 2020, the Company had FMCs with 24 U.S. states. As of December 31, 2019, the Company's largest FMCs in the U.S., by annual revenue, were Texas, California, New York, Florida and Michigan, and the revenue weighted-average remaining term of the Company's existing U.S. FMCs was 6.8 years (8.0 years including available extensions). Also, as of February 24, 2020, the Company operated under operating contracts or FMCs in 17 international jurisdictions, excluding Italy.

Operating contracts and FMCs often require the Company to pay substantial monetary liquidated damages in the event of non-performance by the Company. The Company's revenues from operating contracts and FMCs are generally service fees paid to the Company directly from the lottery authority based on a percentage of such lottery’s wagers or ticket sales. The Company categorizes revenue from operating contracts and FMCs as service revenue from "Operating and Facilities Management Contracts" as described in "Notes to the Consolidated Financial Statements—3. Revenue Recognition" included in "Item 18. Financial Statements".

Lottery Management Agreements

A portion of the Company’s revenues are derived from LMAs. Under an LMA, the Company manages, within parameters determined by the lottery customer, the core lottery functions, including the lottery systems and the majority of the day-to-day activities along the lottery value chain. This includes collecting wagers, managing accounting and other back-office functions, running advertising and promotions, operating data transmission networks and processing centers, training staff, providing retailers with assistance, and supplying materials for the games. LMAs also include a separate supply agreement, pursuant to which the Company leases certain hardware and equipment, and provides access to software and support services. The Company provides lottery management services in New Jersey as part of a joint venture and in Indiana through a wholly-owned subsidiary of the Parent. The Company's revenues from LMAs are based on achievement of contractual metrics and, with respect to the supply agreements, are based generally on a percentage of wagers. The Company categorizes revenue from LMAs as service revenue from "Lottery Management Agreements" as described in "Notes to the Consolidated Financial Statements—3. Revenue Recognition" included in "Item 18. Financial Statements".

Instant Ticket Printing Contracts

As an end-to-end provider of instant tickets and related services, the Company produces high-quality instant ticket games and provides ancillary printing services such as instant ticket marketing plans and graphic design, programming, packaging, shipping, and delivery services. Instant tickets are sold at numerous types of retail outlets but most successfully in grocery and convenience stores.


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Instant ticket contracts are priced based on a percentage of ticket sales revenues or on a price per unit basis and generally range from two to five years with extension opportunities. Government-sponsored lotteries grant printing contracts on both an exclusive and non-exclusive basis where there is typically one primary vendor and one or more secondary vendors. A primary contract permits the vendor to supply the majority of the lottery’s ticket printing needs and includes the complete production process from concept development through production and shipment. It also typically includes marketing and research support. A primary printing contract can include any or all of the following services: warehousing, distribution, telemarketing, and sales/field support. A secondary printing contract includes providing backup printing services and alternate product sources. It may or may not include a guarantee of a minimum or maximum number of games. As of February 24, 2020, the Company provided instant ticket printing products and services to 33 customers in North America and 26 customers in international jurisdictions. The Company categorizes revenue from instant ticket printing contracts, that are not part of an operator or LMA contract, as product revenue from "Systems and other Product sales" as described in "Notes to the Consolidated Financial Statements—3. Revenue Recognition" included in "Item 18. Financial Statements". The instant ticket production business is also highly competitive and subject to strong, price-based competition.

Product Sales and Services Contracts

Under product sales and services contracts, the Company assembles, sells, delivers, and installs turnkey lottery systems or lottery equipment, provides related services, and licenses related software. The lottery authority maintains, in most instances, responsibility for lottery operations. The Company sells additional machines and central computers to expand existing systems and/or replace existing equipment and provides ancillary maintenance and support services related to the systems, equipment sold, and software licensed. The Company categorizes revenue from product sales and services contracts on a case-by-case basis as either service or product revenue from "Other Services" or "Systems and other Product Sales", respectively," as described in "Notes to the Consolidated Financial Statements—3. Revenue Recognition" included in "Item 18. Financial Statements".

2. Machine Gaming
 
The Company designs, develops, assembles and provides cabinets, games, systems and software for customers in regulated gaming markets throughout the world under fixed fee, participation and product sales contracts. The Company holds more than 450 global gaming licenses and does business with commercial casino operators, tribal casino operators, and governmental organizations (primarily consisting of Lottery operators). Machine gaming products and services are provided through the NAGI, NALO, International, and Italy business segments.

The Company’s primary global competitors in Machine Gaming are American Gaming Systems, Aristocrat, Everi, Euro Games Technology, Konami, Novomatic, and Scientific Games.

Gaming Machines and Game Content

The Company offers a diverse range of gaming machine cabinets from which land-based casino customers can choose to maximize functionality, flexibility, and player comfort. In addition to cabinets, the Company develops a wide range of casino games taking into account local jurisdictional requirements, market dynamics, and player preferences. The Company combines elements of math, play mechanics, sound, art, and technological advancements with a library of entertainment licenses and a proprietary intellectual property portfolio to provide gaming products designed to provide a high degree of player appeal and entertainment.  The Company offers a wide array of casino-style games in a variety of multi-line, multi-coin and multi-currency configurations.

The Company's casino games typically fall into two categories: premium games and core games.
  
Premium games include:

Wide Area Progressives - games that are linked across several casinos and/or jurisdictions and share a large common jackpot, including The Wheel of Fortune® franchise; and
Multi-Level Progressives - games that are linked to a number of other games within the casino itself and offer players the opportunity to win different levels of jackpots, such as Fortune Coin™ Boost.

Core games, which include video reel, mechanical reel, and video poker, are typically sold and in some situations leased to customers.


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The Company produces other types of games including:
 
"Centrally Determined" games which are games connected to a central server that determines the game outcome;
Class II games which are electronic video bingo machines that can be typically found in North American tribal casinos and certain other jurisdictions like South Africa; and
Random-number-generated and live dealer electronic table games, including baccarat and roulette.

Gaming service revenue is primarily generated through providing premium game content and cabinets on short duration leases to customers. The pricing of these arrangements is largely variable where the casino customer pays fees to the Company based on a percentage of amounts wagered, net win, or a daily fixed fee for use of the game content, cabinets, and related support services.
 
Machine gaming product sales revenues are generated from the sales of land-based gaming machines (equipment and game content), systems, component parts (including game conversion sales), other equipment and services. The Company categorizes revenue from gaming machines as product revenue from "Gaming Machines" and revenue from game content as product revenue from "Systems and other Product Sales" as described in "Notes to the Consolidated Financial Statements—3. Revenue Recognition" included in "Item 18. Financial Statements".

Video Lottery Terminals ("VLT") and Amusement with Prize Machines ("AWP")

The Company provides VLTs, VLT central systems and VLT games worldwide. VLTs are usually connected to a central system. In addition, the Company provides AWPs and games to licensed operators in Italy and the rest of Europe. AWPs are typically low-denomination gaming machines installed in retail outlets.

With respect to the Company's machine gaming licenses in Italy, the Company directly manages, and controls throughout the period of use, stand-alone AWPs, as well as VLTs that are installed in various retail outlets and linked to a central system. The Company also provides systems and machines to other machine gaming licensees, either as a product sale or with long-term, fee-based contracts where the service revenue earned is generally based on a percentage of wagers, net of applicable gaming taxes. Due to the nature of the transactions, North America Lottery and International generally categorize revenue from VLTs as product revenue from "Lottery product" or as service revenue from "Machine gaming" and Italy categorizes revenue from VLTs as service revenue from "Machine gaming" as described in "Notes to the Consolidated Financial Statements—3. Revenue Recognition" included in "Item 18. Financial Statements".

Gaming Management Systems
 
The Company offers a comprehensive range of system modules and applications for all areas of casino management. Gaming systems products include infrastructure and applications for casino management, customer relationship management, patron management, and server-based gaming. The Company's main casino management system offering is the Advantage® System, which offers solutions and modules for a wide-range of activities from accounting and payment processing to patron management and regulatory compliance.

The Company's systems feature customized player messaging, tournament management, and integrated marketing and business intelligence modules that provide analytical, predictive, and management tools for maximizing casino operational effectiveness. The server-based solutions enable electronic game delivery and configuration for slot machines, as well as providing casino operators with opportunities to increase profits by enhancing the players’ experience, connecting with players interactively, and creating operational efficiencies. Service Window enables operators to market to customers more effectively by leveraging an additional piece of hardware onto existing machines for delivering in-screen messaging. The Company's systems portfolio also extends to encompass mobile solutions such as the Cardless Connect™ app, which offers a cardless, cashless loyalty solution for casino players. Mobile solutions that drive efficiencies and enable floor monitoring for operators while decreasing response time to player needs include Mobile Host, Mobile Responder, and Mobile Notifier. The Company categorizes revenue from gaming management systems as product revenue from "Systems and other Product sales" as described in "Notes to the Consolidated Financial Statements—3. Revenue Recognition" included in "Item 18. Financial Statements".
 

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3. Sports Betting
 
In Italy, the Company is a licensee for the operation of direct to consumer retail and internet-based sports betting. Specifically, the Company:

operates an expansive land-based B2C sports betting network through its “Better” brand on a fixed odds or pari-mutuel basis;
establishes odds and assumes the risks related to fixed-odds sports contracts;
collects the wagers; and
makes the payouts.

The Company offers Italian consumers betting on sports events (including basketball, horse racing, soccer, cycling, downhill skiing, cross country skiing, tennis, sailing, and volleyball), motor sports (car and motorcycle racing), non-sports events connected with the world of entertainment, music, culture, and current affairs of primary national and international interest, as well as Virtual (computer generated) events.
The Company also provides sports betting technology and management services to licensed sports betting operators in eleven states in the U.S. through both the NAGI and NALO business segments. The Company does not operate direct to consumer sports betting in the U.S.
The Company offers a combination of technology and services to U.S. licensed sports book operators in each state where sports betting is legal. The offering may be different in each market in order to comply with local regulations and market conditions. The Company currently packages services in two ways:
“software as a service” solutions offering modular services hosted and maintained in each U.S. state or tribal jurisdiction where Sports Betting is legal. These solutions provide the technology requirement for companies wishing to operate for themselves land-based (retail), digital and mobile fixed odds and pari-mutuel sports wagering, including trading and risk management tools, point of sale, websites, mobile apps and player account management software; and,
“turnkey” managed service solutions which combine the Company’s end-to-end sports betting management technology with a portfolio of value-added services including offer management, patron support, payments, fraud management, and other advisory functions to support operations by land-based, digital and omni-channel sports betting operators.

The Company also manufactures and sells a range of retail point of sale products for use by its sports betting customers in the U.S. which includes a variety of self-service kiosks and over the counter betting solutions.
Sports betting operators who are customers of the Company in the U.S. include: FanDuel (Flutter plc), PointsBet, FoxBet (Stars Group), Delaware North and the Rhode Island Lottery. The Company’s primary competitors in the U.S. sports betting market include Scientific Games, Kambi and SBTech.
The Company’s primary competitors in B2C Sports Betting in Italy are Bet365, Betfair/PaddyPower, Eurobet, Sisal, SNAITECH, and William Hill.

The Company categorizes revenue from sports betting as service revenue from "Other services" as described in "Notes to the Consolidated Financial Statements—3. Revenue Recognition" included in "Item 18. Financial Statements".

4. Digital

Digital gaming and lottery (or iGaming) enables game play via the internet for real money or for fun (social). The Company designs, assembles, and distributes a full suite of configurable products, systems, contents and services and holds more than 20 licenses that authorize the provision of digital gaming products and services worldwide. In Italy, the Company acts as both a complete internet gaming operator and mobile casino, sports betting and poker operator. The Company's digital products include poker, bingo, and online casino table and slot games with features such as single and multiplayer options with branded titles and select third-party content. The Company provides social casino content as part of a multi-year strategic partnership with DoubleU Games. The Company’s complete suite of PlayLottery solutions, services, and professional expertise allows lotteries to fully engage their players on any digital channel in regulated markets. Existing lottery game portfolios are extended to the digital channel to provide a spectrum of engaging content such as eInstant tickets.

23


 
The Company’s iGaming systems and digital platforms offer customers an integrated system that provides player account management, advanced marketing and analytical capabilities, and a highly reliable and secure payment system. IGT Connect™ integrates third-party player account management systems, third-party game engines, and regulatory systems. The Company also offers a remote game server, which is a fast gateway to extensive casino and eInstant content, and digital and social gaming services that enhance player experiences and create marketing opportunities around either the Company's games or third-party games.

The Company's diverse iGaming B2B customer base (more than 150 operators) includes Caesar's Entertainment, the Georgia Lottery, and William Hill, among others. Digital and social gaming products and services are provided through the NAGI, NALO, International, and Italy business segments. The Company faces competition from operators, such as 888 Holdings and bwin.party, and broad-based traditional B2B providers, such as Playtech plc and Microgaming. The Company also faces competition in the digital space from other machine gaming suppliers, such as Scientific Games. In sports betting, the Company faces competition from other specialist B2C providers such as Kambi PLC.

The Company categorizes revenue from digital products as product revenue from "Systems and other Product sales" and categorizes revenue from digital services as service revenue from "Other services" as described in "Notes to the Consolidated Financial Statements—3. Revenue Recognition" included in "Item 18. Financial Statements".
 
5. Commercial Services
 
The Company develops innovative technology to enable lotteries to offer commercial services over their existing lottery infrastructure or over standalone networks separate from the lottery. Leveraging its distribution network and secure transaction processing experience, the Company offers high-volume processing of commercial transactions including: prepaid cellular telephone recharges, bill payments, e-vouchers and retail-based programs, electronic tax payments, stamp duty services, prepaid card recharges, and money transfers. These services are primarily offered outside of North America. In Italy, the Company's commercial payment and eMoney services network comprises points-of-sale divided among the primary retailers of lottery products: tobacconists, bars, petrol stations, newspaper stands, and motorway restaurants. The Company categorizes revenue from commercial services as service revenue from "Other services" as described in "Notes to the Consolidated Financial Statements—3. Revenue Recognition" included in "Item 18. Financial Statements".

Business Segment Revenue

Revenues for the Company by business segment are as follows:
 
 
For the year ended December 31,
($ thousands)
 
2019
 
2018
Service revenue
 
619,265

 
624,476

Product sales
 
451,382

 
378,693

North America Gaming and Interactive
 
1,070,647

 
1,003,169

 
 
 
 
 
Service revenue
 
1,072,383

 
1,111,069

Product sales
 
92,816

 
80,833

North America Lottery
 
1,165,199

 
1,191,902

 
 
 
 
 
Service revenue
 
460,307

 
495,497

Product sales
 
379,881

 
324,486

International
 
840,188

 
819,983

 
 
 
 
 
Service revenue
 
1,708,069

 
1,814,549

Product sales
 
981

 
930

Italy
 
1,709,050

 
1,815,479

 
 
 
 
 
Other
 
722

 
723

 
 
 
 
 
Total revenue
 
4,785,806

 
4,831,256

  

24


For a further description of the principal services and products the Company provides by business segment, including a breakdown of the Company's revenues by geographic market, see “Item 5.A Operating and Financial Review and Prospects—Operating Results” and “Notes to the Consolidated Financial Statements—19. Segment Information.”
Seasonality
In general, the Company’s business is not materially affected by seasonal variation. However, in the sports betting business, the volume of bets that are collected over the year can be affected by the schedules of sporting events and the particular season of such sports. The volume of bets collected may also be affected by schedules of significant sporting events that occur at regular, but infrequent, intervals, such as the FIFA Football World Cup. In the lottery business, lottery consumption and gaming may decrease over the summer months due to the tendency of consumers to be on vacation during that time. Seasonal gaming trends generally show higher play levels in the spring and summer months and lower levels in the fall and winter months. Gaming product sales may be uneven throughout the year, and can be affected by factors including the timing of large transactions and new casino openings.
Source of Materials
The Company uses a variety of raw materials to assemble gaming devices (e.g., metals, wood, plastics, glass, electronic components, and LCD screens). Moreover, there is significant paper, toner, and ink consumption in the Company's offices and at our two ticket printing facilities. A large portion of the materials used involve packaging, most of which is cardboard and paper.
Management believes that adequate supplies and alternate sources of the Company’s principal raw materials are available, and does not believe that the prices of these raw materials are especially volatile. The Company generally has global material suppliers and uses multi-sourcing practices to promote component availability.
Product Development
The Company devotes substantial resources to research and development and incurred $266.2 million and $263.3 million of related expenses in 2019 and 2018, respectively. The Company's research and development efforts cover multiple creative and engineering disciplines for its lottery and gaming businesses, including creative game content, hardware, and software; and land-based, online social, and digital real-money applications. These products are created primarily by employee designers, engineers, and artists, as well as third-party content creators. Third-party technologies are used to improve the yield from development investment and concentrate increased resources on product differentiation engineering.
Product assembly operations primarily involve the configuration and assembly of electronic components, cables, harnesses, video monitors, and prefabricated parts purchased from outside sources.
Intellectual Property
The Company’s intellectual property (“IP”) portfolio of patents, trademarks, copyrights, and other licensed rights is significant. At December 31, 2019, the Company held 4,686 patents and 8,034 trademarks filed and registered worldwide. The Company's IP portfolio is widely diversified with patents related to a variety of products, including game designs, bonus and secondary embedded game features, device components, systems features, and web-based or mobile functionality. The Company also relies on trade secret protection, believing that its technical “know-how” and the creative skills of its personnel are of substantial importance to its success.
Most of the Company’s products are marketed under trademarks and copyrights that provide product recognition and promote widespread acceptance. The Company seeks protection for its copyrights and trademarks in the U.S. and various foreign countries, where applicable, and uses IP assets offensively and defensively to protect its innovation. The Company also has a program where it licenses its patents to others under terms designed to promote standardization in the gaming industry.
In addition, some of the Company’s most popular games and features, including Wheel of Fortune®, are based on trademarks, patents and/or other intellectual property licensed from third parties. The Company routinely obtains, retains, and expands licenses for popular intellectual property.
Software Development
The Company has developed software for use in the management of a range of lottery, gaming, and betting functions and products, including leveraging integration with third-party software components. Software developed by the Company is used in a variety

25


of applications including (i) in centralized systems for the management of lotteries, machine gaming and betting, and other commercial services; (ii) to enhance functions connected to services provided through websites and mobile applications including lotteries, sports betting, instant win, and casino style games; and (iii) in a variety of back-office functions. Software developed by the Company is also used in machines for: management of lotteries, machine gaming, betting and online payments; provision of gaming and non-gaming content; and integration with other devices such as mobile phones and tablets.
Regulatory Framework
The gaming and lottery industries are subject to extensive and evolving governmental regulation in the U.S. and other jurisdictions. Gaming laws are based upon declarations of public policy designed to ensure that gaming is conducted honestly, competitively and free of criminal and corruptive elements. While the regulatory requirements vary from jurisdiction to jurisdiction, the majority typically require some form of licensing or regulatory suitability of operators, suppliers, manufacturers and distributors as well as their major shareholders, officers, directors and key employees. Regulators review many aspects of an applicant including financial stability, integrity and business experience. Additionally, the Company’s gaming products and technologies require certification or approval in most jurisdictions where the Company conducts business.
A comprehensive network of internal and external resources and controls is required to achieve compliance with the broad governmental oversight of the Company’s business. The Company has a robust internal compliance program to ensure compliance with applicable requirements imposed in connection with its gaming and lottery activities, as well as legal requirements generally applicable to all publicly traded companies. The Company employs more than 150 people to support global compliance which is directed on a day-to-day basis by the Company’s Senior Vice President, Chief Compliance and Risk Management Officer. Legal advice is provided by attorneys from the Company’s legal department as well as outside experts. The compliance program, accountable to the Parent’s board of directors, is overseen by the Global Compliance Governance Committee, which comprises employee and nonemployee directors and a non-employee gaming law expert. Through these efforts, the Company seeks to assure both regulators and investors that all its operations maintain the highest levels of integrity.
Gaming
The assembly, sale and distribution of gaming devices, equipment, and related technology and services are subject to federal, state, tribal, and local regulations in the U.S. and foreign jurisdictions. The initial regulatory requirement in most jurisdictions is to obtain the privileged licenses that allow the Company to participate in gaming activities. The Company’s operating entities and key personnel have obtained or applied for all known government licenses, permits, registrations, findings of suitability, and approvals necessary to assemble, distribute and/or operate gaming products in all jurisdictions where it does business. Although many gaming regulations across jurisdictions are similar or overlapping, the Company must satisfy all conditions individually for each jurisdiction. Obtaining the required licenses at a corporate and individual level is a thorough process, in which the authorities review detailed information about the companies and individuals applying for suitability, as well as the processes used in the assembly, sale, and distribution of gaming devices. Once the license has been granted, regulatory oversight ensures that the licensee continue to operate with honesty and integrity.
Frequently, gaming regulators not only govern the activities within their jurisdiction or origin, but also monitor activities in other jurisdictions to ensure that the Company complies with local standards on a worldwide basis. A violation in one jurisdiction could result in disciplinary action in another.
The Company holds over 450 gaming licenses across approximately 340 jurisdictions. Key regulatory authorities that have licensed the Company include, among others, the United Kingdom Gambling Commission, the Nevada State Gaming Control Board and the New Jersey Division of Gaming Enforcement. The Company has never been denied a gaming related license, nor had any of its licenses suspended or revoked.
Lottery
Lotteries in the U.S. are regulated by state or other applicable law. There are currently 46 U.S. jurisdictions (including the District of Columbia) that authorize the operation of lotteries. The ongoing operations of lotteries and lottery operators are typically subject to extensive and broad regulation, which vary state-by-state. Lottery regulatory authorities generally exercise significant discretion, including with respect to the determination of the types of games played, the price of each wager, the manner in which the lottery is marketed and the selection of suppliers of equipment, technology, and services, as well as the retailers of lottery products. To ensure the integrity of contract awards and lottery operations, most jurisdictions require detailed background disclosure on a continuous basis from vendors and their officers, directors, subsidiaries, affiliates, and principal stockholders. Background investigations of the vendors’ employees who will be directly responsible for the operation of lottery systems are also generally conducted. Certain jurisdictions also require extensive personal and financial disclosure and background checks from persons and

26


entities beneficially owning a specified percentage of a vendor’s securities. The awarding of lottery contracts and ongoing operations of lotteries in international jurisdictions are also extensively regulated, although international regulations typically vary from those prevailing in the U.S.
Digital and Sports Betting
In 2019, there was continued growth in sports wagering across the U.S. In addition to the states and tribal jurisdictions that adopted Sports Betting in 2018, more states legalized and adopted regulations to govern sports wagers in 2019: Colorado, Iowa, Indiana, Illinois, New York, and additional Tribal jurisdictions. Some of these states launched in 2019, with others expected to launch in 2020. More states are expected to address the legalization of sports wagering in upcoming legislative sessions. The channels for offering sports wagering differ from state to state, with most states seeking to offer sports wagering both in person and through some electronic means, such as via a mobile phone app.
In the U.S., the Unlawful Internet Gambling Enforcement Act of 2006 (“UIGEA”) prohibits, among other things, the acceptance by a business of a wager by means of the internet where such wager is prohibited by any applicable law where initiated, received or otherwise made. Under UIGEA, severe criminal and civil sanctions may be imposed on the owners and operators of such systems and on financial institutions that process wagering transactions. The law contains a safe harbor for wagers placed within a single state (disregarding intermediate routing of the transmission) where the method of placing the bet and receiving the bet is authorized by that state’s law, provided the underlying regulations establish appropriate age and location verification.
Also in the U.S., the Wire Act prohibits several types of wager-related communications over a “wire communications facility.” In 2011, the U.S. Department of Justice (the “DOJ”) issued an opinion interpreting the Wire Act as applicable only to sports wagering and that UIGEA does not supersede or otherwise limit the scope of the Wire Act (the “2011 Opinion”). In January 2019, the DOJ published the 2019 Opinion, concluding that the Wire Act was applicable to other forms of gambling that cross state lines, though the precise scope of the 2019 Opinion is unclear, and the DOJ has not yet addressed how it plans to enforce the Wire Act. The DOJ initially issued a memorandum stating that it will not enforce the 2019 Opinion prior to June 14, 2019. Further, the New Hampshire Lottery Commission and certain private parties (the “Plaintiffs”) commenced litigation in federal district court in New Hampshire challenging the 2019 Opinion. In response to this and other lawsuits, the DOJ issued a memorandum in April 2019 acknowledging that the 2019 Opinion did not consider whether the Wire Act applies to State lotteries and their vendors, and the DOJ is now considering this issue. In connection with such acknowledgment, the DOJ also extended the non-prosecution period for State lotteries and their vendors indefinitely while they consider the question. If the DOJ concludes that the Wire Act does apply to State lotteries and/or their vendors, they would extend the non-prosecution period for an additional period of 90 days after the DOJ publicly announces such position (the “Lottery Forbearance”).
On June 3, 2019, the U.S. District Court for the District of New Hampshire ruled in favor of the Plaintiffs and opined that the Wire Act applies only to sports betting and related activities (the “NH Decision”). The NH Decision also set aside the 2019 Opinion leaving the 2011 Opinion as DOJ’s only stated position on the subject. In response to the NH Decision, the DOJ extended the forbearance period to December 31, 2019; such forbearance period was further extended through June 30, 2020. The Lottery Forbearance remains unchanged. On August 16, 2019, the DOJ filed a Notice of Appeal with respect to the NH Decision. DOJ filed its opening brief with the First Circuit Court of Appeal on December 20, 2019. Plaintiffs’ opening briefs are due February 26, 2020. It is unclear when the DOJ will conclude its consideration of whether the Wire Act applies to State lotteries and their vendors, or whether other courts would come to the same conclusions set forth in the NH Decision. The Company’s management is evaluating the NH Decision, the 2019 Opinion, the DOJ appeal and their implications to the Company, its customers, and the industries in which the Company operates.
Delaware, New Jersey, Pennsylvania and West Virginia have authorized internet casino gaming and Nevada has authorized online poker. Additionally, a few state lotteries offer internet instant game sales to in-state lottery customers and several states allow subscription sales of draw games over the internet.
The Company participates in digital gaming and sports wagering in the U.S. as a content and technology provider within fully regulated gaming and lottery frameworks.
Digital gaming in the E.U. is characterized by diverse regulatory frameworks with some E.U. countries having monopolistic regimes run by a sole operator and others having established licensing systems for more than one operator. The Company carefully evaluates each E.U. jurisdiction to ensure adherence to applicable laws and regulations.  As local regulations and related guidance from authorities change, the Company re-evaluates its position in any given country. In 2018, the E.U. Court of Justice announced that it was dropping all enforcement proceedings related to gambling which allows the individual E.U. country rulings to stand, regardless of whether or not they violate E.U. laws. As a result, the Company has made adjustments to its strategy, to respect the individual E.U. country rulings.

27


Italian Gaming and Betting Regulations
The Company operates in Italy in the lottery, gaming, and betting sectors and is subject to regulatory oversight by the Agenzia delle Dogane e Dei Monopoli ("ADM"). At December 31, 2019, the Company held licenses for (1) the activation and operation of the network for Italy's Lotto game, (2) the operation of instant and traditional lotteries, (3) the activation and operation of the network for the telematic operation of legalized AWPs and VLTs, (4) the land based collection of pari-mutuel and fixed odds betting through physical points of sale and digital channels and (5) the digital gaming collection operated through digital channels, including digital sports betting, skill games, casino games, and digital Bingo.
Gaming in Italy is an activity reserved to the State. Any game that is carried out without proper authorization is illegal and subject to criminal penalties. Italian law grants the Ministry of Economy and Finance, through ADM, the power to introduce games and to manage gaming and betting activities directly or by granting licenses to qualified operators selected by means of public tenders as further explained below. The process of creating and granting gaming and betting licenses in Italy is heavily regulated.
Gaming and betting licenses are granted pursuant to a public tender procurement process. The license provides for all of the licensee’s requirements, in accordance with the provisions of Italian law and regulation, activities and duties, including collection of the game’s revenues, the payment of winnings, the payment of the point of sale, payment of gaming taxes and all the other amounts due to the State, the drawings and the management of all of the technological assets to operate gaming, requirements of the technological infrastructure and the relevant service levels. Licenses are for a determined time period, generally nine years, and are not renewable unless indicated in the licensing agreement; in such event, the renewal is not guaranteed to be on the same terms. In certain cases, the license may be extended at the option of the ADM on the same terms. Under other circumstances, which are typically defined in the licensing agreement, the license may be revoked or terminated. Most cases of early termination are related to the breach of the terms of the licensing agreement or the non-fulfillment of conditions of that agreement as well as the loss of the requirements prescribed by Italian law and regulation for the assignment and the maintenance of gaming licenses. In some cases, the early termination of the license allows the State to draw upon the entire amount of the performance bond presented by the licensee. Upon governmental request, the licensee has an obligation to transfer, free of charge, the assets subject of the license to the State at the end of the term of the license or in the event of its revocation or early termination. Each single license contains specific provisions enacting such general obligation.


28


C.
Organizational Structure
A listing of the Parent’s directly and indirectly owned subsidiaries at February 24, 2020 is set forth in Exhibit 8.1 to this annual report on Form 20-F. At February 24, 2020, De Agostini had an economic interest of approximately 50.59% and, due to its election to exercise the special voting shares associated with its ordinary shares pursuant to the loyalty plan, a voting interest in the Parent of approximately 67.18% of the total voting rights. See “Item 7. Major Shareholders and Related Party Transactions” for additional information.
The following is a diagram of the Parent and certain of its subsidiaries and associated companies at February 24, 2020

NEWORGCHARTA01.GIF

29


D. 
Property, Plant and Equipment
The Parent's principal office is located at Marble Arch House, 66 Seymour Street, 2nd Floor, London W1H 5BT, U.K., telephone number +44 (0) 207 535 3200. At February 24, 2020, the Company leased approximately 123 properties in the U.S. and 280 properties outside of the U.S., and owned a number of facilities and properties, including:
an approximately 113,000 square foot production and research and development office building in Moncton, New Brunswick, Canada;
an approximately 52,500 square foot research and development lab and engineering office in Reno, Nevada;
an approximately 51,000 square foot production and assembly facility and office in Gross St. Florian, Austria; and
an approximately 13,000 square foot enterprise data center in West Greenwich, Rhode Island.
The following table shows the Company's material properties at February 24, 2020:
U.S. Properties
Location
Square
Feet
Use and Productive Capacity
Extent of
Utilization
Holding
Status
9295 Prototype Drive,
Reno, NV
1,251,179
Office; Warehouse, Game Studios; Hardware/Software Engineering; Global Production Center; Electronic Gaming Machine and Instant Ticket Vending Machine Production
100
%
Leased
6355 S. Buffalo Drive,
Las Vegas, NV
222,268
U.S. Principal Operating Facility, Game Studio, Systems Software, Showroom
100
%
Leased
55 Technology Way,
West Greenwich, RI
170,000
WG Technology Center: Office; Research and Testing; Storage and Distribution
100
%
Leased
4000 South Frontage Road, Suite 101
Lakeland, FL
141,960
Printing Plant: Printing facility; Storage and Distribution; Office
100
%
Leased
10 Memorial Boulevard,
Providence, RI
124,769
U.S. Principal Operating Facility
100
%
Leased
300 California Street, Floor 8,
San Francisco, CA
15,457
Office; PlayDigital HQ
100
%
Leased
8520 Tuscany Way, Bldg. 6, Suite 100,
Austin, TX
81,933
Texas Warehouse and National Response Center: Contact Center; Storage and Distribution; Office
95
%
Leased
5300 Riata Park Court, Bldg. E, Suite 100,
Austin, TX
42,537
Austin Tech Campus: Research and Test; Office
90
%
Leased
8200 Cameron Road, Suite E120,
Austin, TX
41,705
Data Center of the Americas: Data Center; Network Operations; Office
80
%
Leased
47 Technology Way,
West Greenwich, RI
13,050
Enterprise Data Center: Data Center; Network Operations
75
%
Owned
75 Baker Street,
Providence, RI
10,640
RI National Response Center: Office; Contact Center
100
%
Leased

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Non-U.S. Properties
Location
Square
Feet
Use and Productive Capacity
Extent of
Utilization
Holding
Status
Via delle Monachelle S.N.C.
Pomezia, Rome, Italy
170,456
Instant Ticket Warehouse; Instant Ticket Production
100
%
Leased
Galwin 2
1046 AW Amsterdam, Netherlands
125,128
Electronic Gaming Machine Production; Gaming Distribution/Repair; Research and Test; Office
90
%
Leased
Viale del Campo Boario 56/D 00154
Roma, Italy
123,740
Principal Operating Facility in Italy: Office Italy Data Center: Data Center; Network Operations
100
%
Leased
328 Urquhart Ave,
Moncton, New Brunswick, Canada
113,000
Canada HQ; Office; Research and Testing; VLT Production
100
%
Owned
Viale del Campo Boario 19 00154
Roma, Italy
96,840
Office; Software Development
95
%
Leased
Seering 13-14,
Unterpremstatten, Austria
73,750
Austria Gaming HQ; Office; Research and Test
90
%
Leased
29 Suzhoujie Street, Viva Plaza, Haidian District, Room No. 1-20, 11th and 18th Floors, Beijing 100080, China
54,058
Game Studio; Systems Software; Office
85
%
Leased
Al. Jerozolimskie, 92
Brama Building,
Warsaw, Poland
71,904
International Tech Hub; Office; Research and Test
95
%
Leased
USCE Tower
Bulevar Mihajla, Pupina No. 6
Belgrade, Serbia
42,764
Software Development Office, Lottery and Gaming Products
95
%
Leased
11 Talavera Rd.
Building  B,
Sydney, Australia
27,432
Office; Sales & Marketing; Financial Support
100
%
Leased
10 Finsbury Square, 3rd Floor
London EC2A 1AD, United Kingdom
17,340
International Management HQ, Play Digital

100
%
Leased
Marble Arch House,
66 Seymour Street, 2nd Floor,
London W1H 5BT, United Kingdom
11,495
Registered Global Headquarters of the Parent
75
%
Leased
 
The Company's facilities are in good condition and are adequate for its present needs and there are no known environmental issues that may affect the Company's utilization of its real property assets.
The Company does not have any plans to construct, expand or improve its facilities in any material manner other than general maintenance of facilities.  As such, no increase in productive capacity is anticipated.
None of the Company's properties are subject to mortgages or other security interests.

Item 4A.
Unresolved Staff Comments

None.


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Item 5. 
Operating and Financial Review and Prospects
 
The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, included in this annual report, as well as “Presentation of Financial and Certain Other Information,” “Item 3.A. Selected Financial Data,”  “Item 3.D. Risk Factors” and “Item 4.B. Business Overview.”
 
The following discussion includes information for the fiscal years ended December 31, 2019 and 2018. Refer to Part I, Item 5 of the annual report on Form 20-F for the fiscal year ended December 31, 2018, filed with the SEC on March 8, 2019, for the Operating and Financial Review and Prospects for the fiscal year ended December 31, 2017.

The following discussion includes certain forward-looking statements. Actual results may differ materially from those discussed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, including in “Item 5.G. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995” and “Item 3.D. Risk Factors.”

A.            Operating Results

Business Overview
 
The Company is a global leader in gaming that delivers entertaining and responsible gaming experiences for players across all channels and regulated segments, from Gaming Machines and Lotteries to Sports Betting and Digital. Leveraging compelling content, substantial investment in innovation, player insights, operational expertise, and leading-edge technology, the Company's solutions deliver gaming experiences that engage players and drive growth. The Company has a well-established local presence and relationships with governments and regulators in more than 100 countries around the world, and creates value by adhering to the highest standards of service, integrity, and responsibility. The Company's operations for the period presented here-in are classified into four principal business segments operating in three regions: North America Gaming and Interactive, North America Lottery, International, and Italy.

Key Factors Affecting Operations and Financial Condition
 
The Company's worldwide operations can be affected by industrial, economic, and political factors on both a regional and global level. The following are the principal factors which have affected the Company's results of operations and financial condition and/or which may affect results of operations and financial condition for future periods.
 
Product Sales: Product sales fluctuate from year to year due to the mix, volume, and timing of the transactions. Product sales amounted to $925.1 million and $784.9 million, or approximately 19.3% and 16.2% of total revenues, for the years ended December 31, 2019 and 2018, respectively.

Jackpots and Late Numbers: The Company believes that the performance of lottery products is influenced by the size of available jackpots in jurisdictions that offer such jackpots. In general, when jackpots increase, sales of lottery tickets also increase, further increasing the jackpot. The Company also believes that consumers in Italy monitor “late numbers” (numbers that have not been drawn for more than 100 draws) and when there is a good pipeline of late numbers, wagers in Italy increase. Under both circumstances, the Company's service revenues are positively impacted.

Non-Cash Goodwill Impairments: In 2019, the Company determined that there was an impairment in the International reporting unit’s goodwill due to the deterioration in the Company's forecasted cash flows of the International reporting unit and a higher weighted-average cost of capital. A $99.0 million non-cash goodwill impairment loss with no income tax benefit was recorded to reduce the carrying amount of the International reporting unit to fair value. The goodwill remaining in the International reporting unit after the impairment was $1.308 billion for the year ended December 31, 2019. The impairment loss had no impact on the Company’s cash flows, ability to service debt, compliance with financial covenants, or underlying liquidity.

Effects of Foreign Exchange Rates: The Company is affected by fluctuations in foreign exchange rates (i) through translation of foreign currency financial statements into U.S. dollars for consolidation, which is referred to as the translation impact, and (ii) through transactions by subsidiaries in currencies other than their own functional currencies, which is referred to as the transaction impact. Translation impacts arise in the preparation of the consolidated financial statements; in particular, the consolidated financial statements are prepared in U.S. dollars while the financial statements of each of the Company's subsidiaries are generally prepared in the functional currency of that subsidiary. In preparing consolidated financial statements, assets and liabilities measured in the functional currency of the subsidiaries are translated into U.S. dollars using the exchange rate prevailing

32


at the balance sheet date, while income and expenses are translated using the average exchange rates for the period covered. Accordingly, fluctuations in the exchange rate of the functional currencies of the Company's subsidiaries against the U.S. dollar impacts the Company's results of operations. The Company is particularly exposed to movements in the euro/U.S. dollar exchange rate. Although the fluctuations in exchange rates have had a significant impact on the Company's revenues, net income, and net debt, the impact on operating income and cash flows is less significant as revenues are typically matched to costs denominated in the same currency.

The Wire Act: The Company's management is evaluating the Wire Act and related legal developments, and their implications to the Company, its customers, and the industries in which the Company operates, as more fully described in “Item 3.D Risk Factors” and “Item 4.B Business Overview”. If the Wire Act is broadly interpreted and enforced to prohibit activities in which the Company and its customers are engaged, the Company could be subject to investigations, criminal and civil penalties, sanctions and/or other remedial measures and/or the Company may be required to substantially change the way it conducts its business, any of which could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects.

Critical Accounting Estimates
 
The Company's consolidated financial statements are prepared in conformity with GAAP which require the use of estimates, judgments, and assumptions that affect the carrying amount of assets and liabilities and the amounts of income and expenses recognized. The estimates and underlying assumptions are based on information available at the date that the financial statements are prepared, on historical experience, judgments, and assumptions considered to be reasonable and realistic.
 
The Company periodically and continuously reviews the estimates and assumptions. Actual results for those areas requiring management judgment or estimates may differ from those recorded in the consolidated financial statements due to the occurrence of events and the uncertainties which characterize the assumptions and conditions on which the estimates are based.
 
The areas that require greater subjectivity of management in making estimates and judgments and where a change in such underlying assumptions could have a significant impact on the Company's consolidated financial statements are fully described in "Notes to the Consolidated Financial Statements—2. Summary of Significant Accounting Policies" included in "Item 18. Financial Statements". Certain critical accounting estimates are discussed below.
 
Revenue Recognition
 
The Company recognized service and product revenues of $3,860.7 million and $925.1 million, respectively, for the year ended December 31, 2019. The Company often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance obligations. Management applies judgment in identifying and evaluating the contractual terms and conditions that impact the identification of performance obligations and the pattern of revenue recognition. The Company's revenue recognition policy, which requires significant judgments and estimates, is fully described in "Notes to the Consolidated Financial Statements—2. Summary of Significant Accounting Policies" included in "Item 18. Financial Statements".

Impairments related to Goodwill

The process of evaluating potential impairments related to goodwill requires the application of significant judgment. Goodwill is tested for impairment annually, in the fourth quarter, or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. If an event occurs that would cause revisions to the estimates and assumptions used in analyzing the fair value of goodwill, the revision could result in a non-cash impairment loss that could have a material impact on financial results.

The goodwill impairment test compares the fair value of the Company’s four reporting units (which are the same as its reportable segments) with its carrying amount and an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value.

In performing the goodwill impairment test, the Company estimates the fair value of the reporting units using an income approach based on projected discounted cash flows. The procedures the Company follows include, but are not limited to, the following:

Analysis of the conditions in, and the economic outlook for, the reporting units;
Analysis of general market data, including economic, governmental, and environmental factors;
Review of the history, current state, and future operations of the reporting units;
Analysis of financial and operating projections based on historical operating results, industry results, and expectations;

33


Analysis of financial, transactional, and trading data for companies engaged in similar lines of business to develop appropriate valuation multiples and operating comparisons; and
Calculation of the Company's market capitalization, total invested capital, the implied market participant acquisition premium, and supporting qualitative and quantitative analysis.

Under the income approach, the fair value of the reporting unit is determined based on the present value of each unit's estimated future cash flows, discounted at a risk-adjusted rate. The Company uses internal forecasts to estimate future cash flows and estimates long-term future growth rates based on internal projections of the long-term outlook for each reporting unit. Actual results may differ from those assumed in forecasts. The discount rates are based on a weighted-average cost of capital analysis computed by calculating the after-tax cost of debt and the cost of equity and then weighted based on the concluded capital structure of the respective reporting unit. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in each reporting unit and in internally developed forecasts. Discount rates used in the reporting unit valuations ranged from 7.4% to 10.6%.

Estimating the fair value of reporting units requires the Company's management to use its judgment in making estimates and making forecasts that are based on a number of factors including forecasted revenue, forecasted operating profits, terminal growth rates, and weighted-average costs of capital.


34


Results of Operations

Comparison of the years ended December 31, 2019 and 2018
 
 
For the year ended
 
 
 
 
December 31, 2019
 
December 31, 2018
 
Change
($ thousands)
 
$
 
% of
Revenue
 
$
 
% of
Revenue
 
$
 
%
Service revenue
 
3,860,746

 
80.7

 
4,046,314

 
83.8

 
(185,568
)
 
(4.6
)
Product sales
 
925,060

 
19.3

 
784,942

 
16.2

 
140,118

 
17.9

Total revenue
 
4,785,806

 
100.0

 
4,831,256

 
100.0

 
(45,450
)
 
(0.9
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services
 
2,380,355

 
49.7

 
2,450,658

 
50.7

 
(70,303
)
 
(2.9
)
Cost of product sales
 
553,293

 
11.6

 
491,030

 
10.2

 
62,263

 
12.7

Selling, general and administrative
 
846,047

 
17.7

 
844,059

 
17.5

 
1,988

 
0.2

Research and development
 
266,241

 
5.6

 
263,279

 
5.4

 
2,962

 
1.1

Goodwill impairment
 
99,000

 
2.1

 
118,000

 
2.4

 
(19,000
)
 
(16.1
)
Other operating expense, net
 
3,742

 
0.1

 
17,239

 
0.4

 
(13,497
)
 
(78.3
)
Total operating expenses
 
4,148,678

 
86.7

 
4,184,265

 
86.6

 
(35,587
)
 
(0.9
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
 
637,128

 
13.3

 
646,991

 
13.4

 
(9,863
)
 
(1.5
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(410,129
)
 
(8.6
)
 
(417,387
)
 
(9.3
)
 
7,258

 
(1.7
)
Foreign exchange gain, net
 
39,839

 
0.8

 
129,051

 
(9.0
)
 
(89,212
)
 
(69.1
)
Other income (expense), net
 
17,929

 
0.4

 
(54,607
)
 
(1.1
)
 
72,536

 
(132.8
)
Total non-operating expenses
 
(352,361
)
 
(7.4
)
 
(342,943
)
 
(7.1
)
 
(9,418
)
 
2.7

 
 
 
 
 
 
 
 
 
 
 
 
 
Income before provision for income taxes
 
284,767

 
6.0

 
304,048

 
6.3

 
(19,281
)
 
(6.3
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for income taxes
 
173,109

 
3.6

 
189,401

 
3.9

 
(16,292
)
 
(8.6
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
111,658

 
2.3

 
114,647

 
2.4

 
(2,989
)
 
(2.6
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: Net income attributable to non-controlling interests
 
130,683

 
2.7

 
115,671

 
2.4

 
15,012

 
13.0

Less: Net income attributable to redeemable non-controlling interests
 

 

 
20,326

 
0.4

 
(20,326
)
 
(100.0
)
Net loss attributable to IGT PLC
 
(19,025
)
 
(0.4
)
 
(21,350
)
 
(0.4
)
 
2,325

 
(10.9
)

35



Service revenue 
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
North America Gaming and Interactive
 
619,265

 
624,476

 
(5,211
)
 
(0.8
)
North America Lottery
 
1,072,383

 
1,111,069

 
(38,686
)
 
(3.5
)
International
 
460,307

 
495,497

 
(35,190
)
 
(7.1
)
Italy
 
1,708,069

 
1,814,549

 
(106,480
)
 
(5.9
)
 Operating Segments
 
3,860,024

 
4,045,591

 
(185,567
)
 
(4.6
)
Corporate Support
 

 

 

 
-

Purchase Accounting
 
722

 
723

 
(1
)
 
(0.1
)
 
 
3,860,746

 
4,046,314

 
(185,568
)
 
(4.6
)
 
North America Gaming and Interactive

The following table sets forth changes in service revenue in the North America Gaming and Interactive segment:
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Machine gaming
 
406,673

 
420,447

 
(13,774
)
 
(3.3
)
Other services
 
212,592

 
204,029

 
8,563

 
4.2

 
 
619,265

 
624,476

 
(5,211
)
 
(0.8
)

The principal drivers of the decrease in service revenue for the year ended December 31, 2019 compared to the year ended December 31, 2018 were as follows:

A decrease of $13.8 million in Machine gaming, primarily driven by an 11% year-over-year reduction in the installed base units that includes the impact of a strategic agreement with a distributor in Oklahoma, partially offset by higher average yields; and
An increase of $8.6 million in Other services, principally due to the expansion of the U.S. Sports Betting market and new iGaming contracts resulting in an increase of $16.2 million, partially offset by a $9.3 million decrease in social gaming.

North America Lottery

The following table sets forth changes in service revenue in the North America Lottery segment:
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Operating and Facilities Management Contracts
 
807,354

 
828,641

 
(21,287
)
 
(2.6
)
Lottery Management Agreements
 
108,032

 
129,104

 
(21,072
)
 
(16.3
)
Machine gaming
 
97,013

 
99,679

 
(2,666
)
 
(2.7
)
Other services
 
59,984

 
53,645

 
6,339

 
11.8

 
 
1,072,383

 
1,111,069

 
(38,686
)
 
(3.5
)


36


The principal drivers of the decrease in service revenue for the year ended December 31, 2019 compared to the year ended December 31, 2018 were as follows:

A decrease of $21.3 million in Operating and Facilities Management Contracts, primarily driven by a 29.3% reduction in same store revenues (revenue from existing customers as opposed to new customers) from multi-state jackpot games and a $45.5 million reduction in revenue due to the conclusion of the Illinois supply contract in the first quarter of 2019, partially offset by an increase in same store revenue growth of 4.6% due to increases in instant ticket and draw games;
A decrease of $21.1 million in lottery management agreements ("LMAs"), principally driven by lower multi-state jackpot activity resulting in a lower amount of expected LMA incentives to be earned; and
An increase of $6.3 million in Other services, principally due to a $5.5 million increase in sports betting revenue.

International

The following table sets forth changes in service revenue in the International segment:
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Operating and Facilities Management Contracts
 
284,417

 
282,864

 
1,553

 
0.5

Machine gaming
 
111,839

 
139,936

 
(28,097
)
 
(20.1
)
Other services
 
64,051

 
72,697

 
(8,646
)
 
(11.9
)
 
 
460,307

 
495,497

 
(35,190
)
 
(7.1
)

The principal drivers of the decrease in service revenue for the year ended December 31, 2019 compared to the year ended December 31, 2018 were as follows:

An increase of $1.6 million in Operating and Facilities Management Contracts, principally due to higher same store revenue of $8.5 million, partially offset by unfavorable foreign currency translation of $10.4 million;
A decrease of $28.1 million in Machine gaming, principally driven by an 8.7% year-over-year reduction in the commercial gaming installed base units and $8.2 million of unfavorable foreign currency translation, partially offset by a 20.6% year-over-year increase in the video lottery terminal ("VLT") installed base units; and
A decrease of $8.6 million in Other services, principally driven by lower Commercial Services revenue of $7.9 million driven by unfavorable foreign exchange translation of $4.8 million and the sale of the Company’s BillBird subsidiary in the fourth quarter of 2019.

Italy

The following table sets forth changes in service revenue in the Italy segment:
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Operating and Facilities Management Contracts
 
760,185

 
793,303

 
(33,118
)
 
(4.2
)
Machine gaming
 
572,242

 
672,202

 
(99,960
)
 
(14.9
)
Other services
 
375,642

 
349,044

 
26,598

 
7.6

 
 
1,708,069

 
1,814,549

 
(106,480
)
 
(5.9
)

Operating and Facilities Management Contracts - Lotto

Lotto revenue for the year ended December 31, 2019 decreased by $16.3 million compared to the year ended December 31, 2018, principally due to $24.6 million of unfavorable foreign currency translation, partially offset by a 1.7% increase in wagers.


37


Wagers for the years ended December 31, 2019 and 2018 are as follows:
 
 
For the year ended December 31,
 
Change
(€ millions)
 
2019
 
2018
 
 
%
10eLotto wagers
 
5,860

 
5,728

 
132

 
2.3

Core wagers
 
1,941

 
1,877

 
64

 
3.4

Wagers for late numbers
 
163

 
227

 
(64
)
 
(28.2
)
Million day
 
187

 
185

 
2

 
1.1

Total wagers
 
8,151

 
8,017

 
134

 
1.7


Operating and Facilities Management Contracts - Instant tickets
 
Instant tickets revenue for the year ended December 31, 2019 decreased by $16.8 million compared to the year ended December 31, 2018, principally driven by unfavorable foreign currency translation of $16.4 million. Total wagers were consistent with the prior year driven by strong performance of new products, offsetting the conclusion of several games.

Wagers for the years ended December 31, 2019 and 2018 are as follows:
 
 
For the year ended December 31,
 
Change
(€ millions)
 
2019
 
2018
 
 
%
Total wagers
 
9,194

 
9,207

 
(13
)
 
(0.1
)

Machine gaming
 
Machine gaming for the year ended December 31, 2019 decreased by $100.0 million compared to the year ended December 31, 2018, primarily driven by:

A decrease of $68.0 million in VLTs due primarily to increases in gaming machine taxes related to the Prelievo Unico Erariale (“PREU”) and unfavorable foreign exchange translation of $19.4 million, partially offset by a reduction in the return to players;
A decrease of $32.0 million in amusement with prize machines ("AWPs") due primarily to an 11.6% decrease in the average number of AWPs and unfavorable foreign exchange translation of $10.6 million.

Total wagers for the years ended December 31, 2019 and 2018 are as follows:
 
 
For the year ended December 31,
 
Change
(€ millions)
 
2019
 
2018
 
 
%
VLT wagers
 
5,669

 
5,838

 
(169
)
 
(2.9
)
AWP wagers
 
3,690

 
3,717

 
(27
)
 
(0.7
)
Total wagers
 
9,359

 
9,555

 
(196
)
 
(2.1
)
 
Total wagers and machines installed correspond to the management of VLTs and AWPs under the Company's licenses.
 
Other services

Other services for the year ended December 31, 2019 increased by $26.6 million compared to the year ended December 31, 2018, primarily driven by:

An increase of $30.1 million in Commercial Services due to an increase in POS fees as a result of a new service offering, partially offset by unfavorable foreign currency translation of $8.6 million; and
A decrease of $1.7 million in Sports Betting primarily due to unfavorable foreign currency translation of $8.4 million, partially offset by a 6.6% increase in wagers (€908 million for the year ended December 31, 2019 compared to €852 million for the year ended December 31, 2018).


38


Product sales
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
North America Gaming and Interactive
 
451,382

 
378,693

 
72,689

 
19.2
North America Lottery
 
92,816

 
80,833

 
11,983

 
14.8
International
 
379,881

 
324,486

 
55,395

 
17.1
Italy
 
981

 
930

 
51

 
5.5
 Operating Segments
 
925,060

 
784,942

 
140,118

 
17.9
Purchase Accounting
 

 

 

 
-
 
 
925,060

 
784,942

 
140,118

 
17.9

North America Gaming and Interactive
 
The following table sets forth changes in product sales in the North America Gaming and Interactive segment:
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Gaming machines
 
321,217

 
261,696

 
59,521

 
22.7
Systems and other
 
130,165

 
116,997

 
13,168

 
11.3
 
 
451,382

 
378,693

 
72,689

 
19.2

The principal drivers of the increase in product sales for the year ended December 31, 2019 compared to the year ended December 31, 2018 were as follows:

An increase of $59.5 million in Gaming machines, primarily related to an increase of $30.1 million due to a higher volume of terminal sales, and an increase of $29.4 million due to higher average selling prices (“ASP”); and
An increase of $13.2 million in Systems and other, principally associated with an increase of $18.4 million in the license of software and other intellectual property rights, offset by fewer system add-on sales.

North America Lottery

The following sets forth changes in product sales in the North America Lottery segment:
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Lottery product
 
91,287

 
80,405

 
10,882

 
13.5
Systems and other
 
1,529

 
428

 
1,101

 
> 200.0
 
 
92,816

 
80,833

 
11,983

 
14.8

The principal drivers of the increase in product sales for the year ended December 31, 2019 compared to the year ended December 31, 2018 were as follows:

An increase of $10.9 million in Lottery product, principally due to an increase in the sale of systems and point of sale machines of $27.8 million to existing lottery customers and a $3.7 million increase in instant ticket printing sales to new and existing customers, partially offset by $19.6 million of lower product sales to Massachusetts.
 

39


International

The following sets forth changes in product sales in the International segment:
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Lottery product
 
18,501

 
46,323

 
(27,822
)
 
(60.1
)
Gaming machines
 
259,424

 
193,092

 
66,332

 
34.4

Systems and other
 
101,956

 
85,071

 
16,885

 
19.8

 
 
379,881

 
324,486

 
55,395

 
17.1

 
The principal drivers of the increase in product sales for the year ended December 31, 2019 compared to the year ended December 31, 2018 were as follows:

A decrease of $27.8 million in Lottery product, primarily related to a large multi-year software license in the third quarter of 2018 that did not recur in 2019;
An increase of $66.3 million in Gaming machines, principally due to approximately 4,800 additional VLTs sold, primarily in Sweden, and approximately 2,500 additional commercial gaming machines (an 18.3% increase from the year ended December 31, 2018), partially offset by higher incentives and $6.9 million of unfavorable foreign currency translation; and
An increase of $16.9 million in Systems and other primarily due to $14.3 million higher gaming software licenses, partially offset by unfavorable foreign currency translation of $4.6 million.

Operating expenses
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Cost of services
 
2,380,355

 
2,450,658

 
(70,303
)
 
(2.9
)
Cost of product sales
 
553,293

 
491,030

 
62,263

 
12.7

Selling, general and administrative
 
846,047

 
844,059

 
1,988

 
0.2

Research and development
 
266,241

 
263,279

 
2,962

 
1.1

Goodwill impairment
 
99,000

 
118,000

 
(19,000
)
 
(16.1
)
Other operating expense, net
 
3,742

 
17,239

 
(13,497
)
 
(78.3
)
Total operating expenses
 
4,148,678

 
4,184,265

 
(35,587
)
 
(0.9
)

Information on the material changes in operating expenses are as follows:

Cost of services

Cost of services decreased for the year ended December 31, 2019 compared to the year ended December 31, 2018, principally due to:
An increase of $24.4 million in the North America Gaming and Interactive segment, principally due to an increase of $14.5 million in amortization and depreciation and a $3.0 million increase in licensing and royalties;
An increase of $6.8 million in the North America Lottery segment, principally due to an increase of $4.8 million in amortization and depreciation;
A decrease of $0.5 million in the International segment, principally due to a $4.6 million legal settlement offset by favorable foreign currency translation of $12.3 million;
A decrease of $89.0 million in the Italy segment, primarily related to favorable foreign currency translation of $53.9 million, a $26.1 million reduction in the amount of marketing and advertising ($25.1 million net of foreign currency translation) driven by regulations in Italy banning certain types of advertising, a $34.5 million decrease ($13.6 million net of foreign currency translation) in fees paid on gaming machines partially offset by an increase in fees received from commercial services, and an $8.0 million reduction in outside services ($3.5 million net of foreign currency translation); and
A decrease of $11.6 million in Purchase Accounting, principally associated with a decrease in depreciation and amortization primarily related to fully depreciated developed technologies acquired in the 2015 acquisition of IGT.

40



Cost of product sales

Cost of product sales increased for the year ended December 31, 2019 compared to the year ended December 31, 2018, principally due to:
A $12.6 million increase in the North America Gaming and Interactive segment, primarily related to an increase of $5.8 million due to product sale mix, a $5.3 million increase in inventory obsolescence costs and a $4.9 million increase in manufacturing costs, partially offset by a $4.8 million reduction in freight costs; and
A $47.3 million increase in the International segment, principally due to an increase of $41.2 million due to product sale mix and a $10.2 million increase in manufacturing costs, partially offset by favorable foreign currency translation of $7.5 million.

Selling, general and administrative

Selling, general and administrative expense increased for the year ended December 31, 2019 compared to the year ended December 31, 2018, principally due to:
A $9.8 million increase in the North America Gaming and Interactive segment, principally due to a $15.5 million increase in litigation costs;
A $7.2 million decrease in the International segment, principally due to a $13.5 million reduction in bad debt expense and $3.6 million of favorable foreign currency translation, partially offset by a non-recurring benefit in 2018 of $7.5 million related to the earn out of an acquisition;
A $3.6 million increase in the Italy segment, primarily related to a $10.5 million increase in depreciation and amortization, partially offset by a $7.3 million decrease in payroll related costs and $4.1 million of favorable foreign translation; and
A $3.8 million decrease in Corporate Support, primarily due to favorable foreign currency translation of $6.9 million, partially offset by $4.0 million of higher software license costs.

Research and development

Research and development expense increased for the year ended December 31, 2019 compared to the year ended December 31, 2018, principally due to:
A $4.8 million increase in the North America Gaming and Interactive segment, primarily related to an increase of $7.3 million in outside services, partially offset by $5.6 million of favorable foreign currency translation.

Goodwill impairment

In 2019, the Company incurred a $99.0 million impairment loss in the International segment as discussed in the Critical Accounting Estimates section. The Company determined that there was an impairment in the International reporting unit’s goodwill due to lower forecasted cash flows along with a higher weighted-average cost of capital.

In 2018, the Company incurred a $118.0 million impairment loss in the International segment as discussed in the Critical Accounting Estimates section. The Company determined that there was an impairment in the International reporting unit’s goodwill due to the results of 2018 being lower than forecasted along with a higher weighted-average cost of capital.

Impairments for the years ended December 31, 2019 and 2018 are recorded within Purchase Accounting.

Other operating expense, net
 
 
For the year ended December 31,
($ thousands)
 
2019
 
2018
Restructuring expense
 
24,855

 
14,781

Transaction expense, net
 
5,588

 
51

Impairment (non-goodwill)
 
994

 
2,407

Gain on sale of assets to distributor
 
(27,695
)
 

 
 
3,742

 
17,239



41


In 2019, the Company entered into a long-term strategic agreement with a distributor in Oklahoma that included the sale of
used, non-premium equipment, which resulted in a gain of $27.7 million for the year ended December 31, 2019.

Operating income
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
North America Gaming and Interactive
 
263,968

 
218,860

 
45,108

 
20.6

North America Lottery
 
256,192

 
296,527

 
(40,335
)
 
(13.6
)
International
 
126,825

 
142,077

 
(15,252
)
 
(10.7
)
Italy
 
520,673

 
541,254

 
(20,581
)
 
(3.8
)
 Operating Segments
 
1,167,658

 
1,198,718

 
(31,060
)
 
(2.6
)
Corporate Support
 
(237,663
)
 
(226,231
)
 
(11,432
)
 
(5.1
)
Purchase Accounting
 
(292,867
)
 
(325,496
)
 
32,629

 
10.0

 
 
637,128

 
646,991

 
(9,863
)
 
(1.5
)

Operating margin for each of the Company's operating segments is as follows:
 
 
For the year ended December 31,
 
 
2019
 
2018
North America Gaming and Interactive
 
24.7
%
 
21.8
%
North America Lottery
 
22.0
%
 
24.9
%
International
 
15.1
%
 
17.3
%
Italy
 
30.5
%
 
29.8
%
 
North America Gaming and Interactive

Segment operating margin increased from 21.8% at year ended December 31, 2018 to 24.7% at year ended December 31, 2019, principally due to product sales margin mix and the strategic Oklahoma distributor sale, partially offset by lower operating margins derived from service revenue attributed to a reduction in the installed base.

North America Lottery

Segment operating margin decreased from 24.9% at year ended December 31, 2018 to 22.0% at year ended December 31, 2019, principally due to a reduction in same-store revenues for the multi-state jackpot games and associated expected lower LMA incentives.

International

Segment operating margin decreased from 17.3% at year ended December 31, 2018 to 15.1% at year ended December 31, 2019, principally due to product sales mix and resolution of an ongoing matter in Colombia in 2019.

Italy

Segment operating margin increased slightly from 29.8% at year ended December 31, 2018 to 30.5% at year ended December 31, 2019, principally due to overall business performance within Lotto, Instant Ticket, and Sports Betting.


42


Non-operating expenses

Interest expense, net
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Senior Secured Notes
 
(351,077
)
 
(352,293
)
 
(1,216
)
 
(0.3
)
Term Loan Facilities
 
(36,138
)
 
(39,462
)
 
(3,324
)
 
(8.4
)
Revolving Credit Facilities
 
(28,160
)
 
(27,805
)
 
355

 
1.3

Other
 
(8,040
)
 
(12,058
)
 
(4,018
)
 
(33.3
)
Interest expense
 
(423,415
)
 
(431,618
)
 
(8,203
)
 
(1.9
)
Interest income
 
13,286

 
14,231

 
945

 
(6.6
)
Interest expense, net
 
(410,129
)
 
(417,387
)
 
(7,258
)
 
(1.7
)
 
Interest expense, net for the year ended December 31, 2019 decreased compared to the year ended December 31, 2018, primarily related to:
A $4.5 million decrease in Senior Secured Notes and Term Loan Facilities, principally due to the following 2019 refinancing activities:
The redemption of the €700 million 4.125% Senior Secured Notes due February 2020 in June 2019;
The June 2019 issuance of the €750 million 3.500% Senior Secured Euro Notes due June 2026;
The September 2019 issuance of the €500 million 2.375% Senior Secured Euro Notes due April 2028;
The prepayment of the Term Loan Facility amortization payment due January 2020 in September 2019; and
A $5.6 million decrease related to cross-currency swaps designated as net investment hedges.

Foreign exchange gain, net

The Company recorded foreign exchange gains, net of $39.8 million and $129.1 million in 2019 and 2018, respectively, which are principally non-cash and relate to fluctuations in the euro to U.S. dollar exchange rate on euro-denominated debt.

Other income (expense), net
 
The components of other income (expense), net are as follows: 
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Gain on sale of investments
 
33,882

 

 
33,882

 
-
Debt related transactions
 
(11,935
)
 
(54,907
)
 
42,972

 
78.3
Other
 
(4,018
)
 
300

 
(4,318
)
 
> 200.0
 
 
17,929

 
(54,607
)
 
72,536

 
132.8
 
Gain on sale of investments

In 2019, the Company recorded $33.9 million of gains on the sale of investments, primarily related to the May 2019 sale of
its ownership interest in Yeonama Holdings Co. Limited ("Yeonama"), resulting in a pre-tax gain of $29.1 million.

Debt related transactions

In September 2019, the Company issued €500 million of 2.375% Senior Secured Euro Notes due April 2028 at par. The Company used the net proceeds from the notes to pay the €320 million ($350.2 million) first installment on the Euro Term Loan due January 25, 2020 and pay down $192.3 million of the Revolving Credit Facilities. The Company recorded a $2.3 million loss on extinguishment of debt in connection with the Euro Term Loan repayment.

In June 2019, the Company issued €750 million of 3.500% Senior Secured Euro Notes due June 2026 at par. The Company used the net proceeds from the notes to repurchase €437.6 million ($497.5 million) of the 4.125% Senior Secured Notes due February 2020 and pay down $339.3 million of the Revolving Credit Facilities. The Company recorded a $9.6 million loss on extinguishment of debt in connection with the repurchase.

43



In October 2018, the Company redeemed in full its subsidiary's $144.3 million 7.500% Senior Secured Notes due July 2019 (the "7.500% Notes") and $96.8 million of its subsidiary's $124.1 million 5.500% Senior Secured Notes due June 2020 (the "5.500% Notes") for total consideration, excluding interest, of $248.7 million and recorded a $4.8 million loss on extinguishment of debt in connection with the redemption.

In September 2018, the Company redeemed in full the 5.625% Notes for total consideration, excluding interest, of $617.1 million and recorded a $20.0 million loss on extinguishment of debt in connection with the redemption.

In June 2018, the Company offered to purchase up to €500 million of the €700 million 4.125% Senior Secured Notes due February 2020 (the "4.125% Notes") and the €500 million 4.750% Senior Secured Notes due March 2020 (the "4.750% Notes"). The Company purchased €262.4 million ($303.6 million) of the 4.125% Notes and €112.1 million ($129.7 million) of the 4.750% Notes for total consideration, excluding interest, of €395.5 million ($457.5 million) and recorded a $29.6 million loss on extinguishment of debt in connection with the purchase.

Provision for income taxes
 
 
For the year ended December 31,
($ thousands, except percentages)
 
2019
 
2018
Provision for income taxes
 
173,109

 
189,401

Income before provision for income taxes
 
284,767

 
304,048

Effective income tax rate
 
60.8
%
 
62.3
%
 
In 2019, the Company's effective tax rate was higher than the U.K. statutory rate of 19.0% primarily due to the impact of the international provisions of the Tax Act (BEAT and GILTI), foreign rate differences, and a goodwill impairment with no associated tax benefit.

In 2018, the Company's effective tax rate was higher than the U.K. statutory rate of 19.0% primarily due to the impact of the international provisions of the Tax Act (BEAT and GILTI), a goodwill impairment with no associated tax benefit, foreign rate differences, increases in uncertain tax positions, and the settlement of an Italian tax audit.

B.
Liquidity and Capital Resources

Overview

The Company's business is capital intensive and requires liquidity to meet its obligations and fund growth. Historically, the Company's primary sources of liquidity have been cash flows from operations and, to a lesser extent, cash proceeds from financing activities, including amounts available under the Revolving Credit Facilities due July 2024. In addition to general working capital and operational needs, the Company's liquidity requirements arise primarily from its need to meet debt service requirements and to fund capital expenditures and upfront license fee payments. The Company also requires liquidity to fund any acquisitions and associated costs. The Company's cash flows generated from operating activities together with cash flows generated from financing activities have historically been sufficient to meet the Company's liquidity requirements.
 
The Company believes its ability to generate cash from operations to reinvest in its business, primarily due to the long-term nature of its contracts, is one of its fundamental financial strengths. Combined with funds currently available and committed borrowing capacity, the Company expects to have sufficient liquidity to meet its financial obligations and working capital requirements in the ordinary course of business for at least the next 12 months.
 
The cash management, funding of operations, and investment of excess liquidity are centrally coordinated by a dedicated treasury team with the objective of ensuring effective and efficient management of funds.
 
The Company's total available liquidity was as follows: 
 
 
December 31,
($ thousands)
 
2019
 
2018
Revolving Credit Facilities due July 2024
 
1,752,125

 
1,601,968

Cash and cash equivalents
 
662,934

 
250,669

Total Liquidity
 
2,415,059

 
1,852,637


44



The Revolving Credit Facilities due July 2024 are subject to customary covenants (including maintaining a minimum ratio of EBITDA to net interest costs and a maximum ratio of total net debt to EBITDA) and events of default, none of which are expected to impact the Company's liquidity or capital resources. At December 31, 2019, the Company was in compliance with the covenants.
 
The Company completed multiple debt transactions in 2019. Refer to the "Notes to the Consolidated Financial Statements—14. Debt" included in "Item 18. Financial Statements" for further discussion of these transactions as well as information regarding the Company's other debt obligations, including the maturity profile of borrowings and committed borrowing facilities.

At December 31, 2019 and 2018, approximately 24% and 35% of the Company's net debt portfolio was exposed to interest rate fluctuations, respectively. The Company's exposure to floating rates of interest primarily relates to the Euro Term Loan Facility due January 2023 and Revolving Credit Facilities due 2024. At December 31, 2019 and 2018, the Company held $625.0 million (notional amount) in interest rate swaps that effectively convert $625.0 million of the 6.250% Senior Secured U.S. Dollar Notes due February 2022 from fixed interest rate debt to variable rate debt.
 
The following table summarizes the Company's cash balances by currency: 
 
 
December 31, 2019
 
December 31, 2018
($ thousands)
 
$
 
%
 
$
 
%
Euros
 
399,042

 
60.2
 
140,282

 
56.0
U.S. dollars
 
170,771

 
25.8
 
41,395

 
16.5
Other currencies
 
93,121

 
14.0
 
68,992

 
27.5
Total Cash
 
662,934

 
100.0
 
250,669

 
100.0
 
The Company holds insignificant amounts of cash in countries where there may be restrictions on transfer due to regulatory or governmental bodies. Based on the Company's review of such transfer restrictions and the cash balances held in such countries, it does not believe such transfer restrictions have an adverse impact on its ability to meet liquidity requirements at years ended December 31, 2019 and 2018.
 
Cash Flow Summary
 
The following table summarizes the statements of cash flows. A complete statement of cash flows is provided in the Consolidated Financial Statements included herein. 
 
 
For the year ended December 31,
 
Change
($ thousands)
 
2019
 
2018
 
$
 
%
Net cash provided by operating activities
 
1,093,135

 
29,626

 
1,063,509

 
> 200.0

Net cash used in investing activities
 
(312,190
)
 
(511,537
)
 
199,347

 
39.0

Net cash used in financing activities
 
(376,274
)
 
(311,545
)
 
(64,729
)
 
(20.8
)
Net cash flows
 
404,671

 
(793,456
)
 
1,198,127

 
151.0


Analysis of Cash Flows
 
Net Cash Provided by Operating Activities

During the year ended December 31, 2019, the Company generated $1,093.1 million of net cash from operating activities, an increase of $1,063.5 million compared to the year ended December 31, 2018. The increase was principally attributed to:
A decrease in cash outflows of $878.1 million related to the upfront Italian license fee payments;
A decrease in cash outflows of $59.2 million in accounts payable, primarily due to the timing of payments;
A decrease in cash outflows of $71.9 million related to inventory, principally related to the strong product sales in the North America Gaming and Interactive and International segments during 2019 resulting in lower ending inventories;
A decrease in cash outflows of $45.7 million related to interest paid;
A decrease in cash outflows of $32.1 million related to contract assets and liabilities; and
An increase in cash outflows of $37.5 million primarily related to non-income based taxes in the Italy segment.

45



Net Cash Used in Investing Activities

During the year ended December 31, 2019, the Company used $312.2 million of net cash for investing activities, a decrease of $199.3 million compared to the year ended December 31, 2018. The decrease in net cash used in investing activities was principally attributed to:
A reduction of $91.0 million in capital expenditures (refer to "Capital Expenditures" included within this section for details on the 2019 and 2018 activity); and
An increase in the proceeds from sale of assets of $104.8 million primarily related to the sale of the Company's investment in Yeonama, the sale of fixed assets as part of a strategic agreement with a distributor in Oklahoma, and the sale of the Company's BillBird subsidiary in the fourth quarter of 2019.
 
Net Cash Used in Financing Activities

Financing activities for 2019
The Company made principal payments on long-term debt of $1.265 billion, principally composed of:
The repurchase of $497.5 million of the 4.125% Senior Secured Euro Notes due February 2020;
Principal payments of $350.2 million on the first installment on the Euro Term Loan Facility due January 25, 2020;
Payments, net of borrowings, of $417.0 million on the Revolving Credit Facilities due July 2024;
The Company paid dividends of $163.5 million to shareholders;
The Company paid $136.7 million of dividends and returned $98.8 million of capital to non-controlling shareholders;
The Company received proceeds of $1.397 billion from long term debt, primarily related to:
Proceeds of $550.1 million from the issuance of the €500 million 2.375% Senior Secured Euro Notes due April 2028 in September; and
Proceeds of $847.0 million from the issuance of the €750 million 3.500% Senior Secured Euro Notes due June 2026 in June; and
The Company paid debt issuance costs of $25.9 million related to the 2019 debt issuances and certain amendments to the Euro Term Loan Facility due January 2023 and the Revolving Credit Facilities due July 2024.

Financing activities for 2018
The Company made principal payments on long-term debt of $1.900 billion composed of:
Principal payments of $625.5 million on the 6.625% Senior Secured Notes due February 2018 upon maturity;
Principal payments of $600.0 million on the 5.625% Notes in connection with the redemption in September 2018;
Principal payments of $433.3 million on the 4.125% Notes and the 4.750% Notes in connection with the repurchases in June 2018; and
Principal payments of $144.3 million on the 7.500% Notes in connection with the redemption in October 2018;
The Company paid dividends of $163.2 million to shareholders;
The Company paid $126.9 million of dividends and returned $85.1 million of capital to non-controlling shareholders;
The Company received capital increases of $321.6 million from non-controlling interests related to the Scratch & Win license in Italy; and
The Company received proceeds of $1.688 billion from long term debt, primarily related to:
Proceeds of $577.7 million from the issuance of the €500 million 3.500% Senior Secured Euro Notes due July 2024 in June 2018;
Proceeds of $750.0 million from the issuance of the $750 million 6.250% Senior Secured U.S. Dollar Notes due January 2027 in September 2018; and
Net proceeds of $360.1 million from the Revolving Credit Facilities due July 2021.

46


 
Capital Expenditures

Capital expenditures are principally composed of:

Systems, equipment and other assets related to contracts;
Property, plant and equipment;
Intangible assets; and
Investments in associates. 

The table below details total capital expenditures by operating segment:
 
 
For the year ended December 31,
($ thousands)
 
2019
 
2018
 
2017
North America Gaming and Interactive
 
(126,428
)
 
(150,985
)
 
(147,804
)
North America Lottery
 
(149,982
)
 
(163,912
)
 
(196,930
)
International
 
(45,908
)
 
(61,218
)
 
(89,700
)
Italy
 
(110,440
)
 
(145,692
)
 
(257,586
)
Operating Segments
 
(432,758
)
 
(521,807
)
 
(692,020
)
Corporate Support
 
(9,326
)
 
(11,245
)
 
(5,990
)
 
 
(442,084
)
 
(533,052
)
 
(698,010
)
 
North America Gaming and Interactive
 
Capital expenditures for 2019 of $126.4 million principally consist of:
Investments in systems, equipment and other assets related to contracts with customers in North America of $116.9 million; and
Investments in property, plant and equipment of $9.7 million.
 
Capital expenditures for 2018 of $151.0 million principally consist of:
Investments in systems, equipment and other assets related to contracts with customers in North America of $139.7 million; and
Investments in property, plant and equipment of $10.8 million.

Capital expenditures for 2017 of $147.8 million principally consist of:
Investments in systems, equipment and other assets related to contracts with customers in North America of $125.1 million; and
Investments in property, plant and equipment of $22.0 million.

North America Lottery
 
Capital expenditures for 2019 of $150.0 million principally consist of:
Investments in systems, equipment and other assets related to contracts of $141.3 million, including systems and equipment deployed in California, Florida, Michigan, Rhode Island, and Texas.

Capital expenditures for 2018 of $163.9 million principally consist of:
Investments in systems, equipment and other assets related to contracts of $158.7 million, including systems and equipment deployed in California, New York, Rhode Island, South Carolina, West Virginia, and Florida.

Capital expenditures for 2017 of $196.9 million principally consist of:
Investments in systems, equipment and other assets related to contracts of $194.8 million, including systems and equipment deployed in Florida, Virginia, Georgia, and North Carolina.


47


International
Capital expenditures for 2019 of $45.9 million principally consist of:
Investment in systems, equipment and other assets related to contracts of $39.6 million including systems and equipment deployed in Africa, Slovakia, Mexico, and Finland.

Capital expenditures for 2018 of $61.2 million principally consist of:
Investment in systems, equipment and other assets related to contracts of $59.0 million including systems and equipment deployed in Greece, Africa, Mexico, Poland, and the United Kingdom.

Capital expenditures for 2017 of $89.7 million principally consist of:
Investment in systems, equipment and other assets related to contracts of $73.2 million including systems and equipment deployed in Greece, Sweden, Colombia, and Poland; and
Acquisitions of $11.6 million.

Italy
Capital expenditures for 2019 of $110.4 million principally consist of:
Investments in systems, equipment and other assets related to contracts of $48.1 million principally for Machine Gaming and Lotto; and
Investments in intangible assets of $63.2 million principally related to software, sports betting rights, and licenses.
 
Capital expenditures for 2018 of $145.7 million principally consist of:
Investments in systems, equipment and other assets related to contracts of $89.0 million principally for Lotto and Machine Gaming; and
Investments in intangible assets of $52.2 million principally related to software, sports betting rights, and licenses.

Capital expenditures for 2017 of $257.6 million principally consist of:
Investment in systems, equipment and other assets related to contracts of $188.3 million principally for Lotto and Machine Gaming; and
Investments in intangible assets of $58.0 million principally related to software and licenses.

C.
Research and Development, Patents, and Licenses, etc.

To remain competitive, the Company invests resources toward its R&D efforts to introduce new and innovative games with dynamic features to attract new customers and retain existing customers. The Company's R&D efforts cover multiple creative and engineering disciplines, including creative game content, hardware, electrical, systems, and software for lottery, land-based, online social, and digital real-money applications.

R&D costs include salaries and benefits, stock-based compensation, consultants' fees, facilities-related costs, material costs, depreciation, and travel and are expensed as incurred.
 
The Company devotes substantial resources on R&D and incurred $266.2 million, $263.3 million, and $313.1 million of related expenses in 2019, 2018, and 2017, respectively.

D.
Trend Information
 
See “Item 5. Operating and Financial Review and Prospects — A. Operating Results” and “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources.”


48


E.
Off-Balance Sheet Arrangements

The Company has the following off-balance sheet arrangements:
 
Performance and other bonds
 
In connection with certain contracts, the Company has delivered performance bonds for the benefit of customers; bid and litigation bonds for the benefit of potential customers; and wide area progressive ("WAP") bonds that are used to secure the Company's financial liability when a player elects to have their WAP jackpot winnings paid over an extended period of time.

These bonds give the beneficiary the right to obtain payment and/or performance from the issuer of the bond if certain specified events occur. In the case of performance bonds, which generally have a term of one year, such events include the Company's failure to perform its obligations under the applicable contract. The following table provides information related to potential commitments for bonds outstanding at December 31, 2019
($ thousands)
 
Total bonds
Performance bonds
 
507,123

WAP bonds
 
218,419

Bid and litigation bonds
 
41,788

All other bonds
 
3,602

 
 
770,932

 
Letters of Credit
 
The Parent and certain of its subsidiaries may obtain letters of credit under the Revolving Credit Facilities due July 2024 and under senior unsecured uncommitted demand credit facilities. The letters of credit secure various obligations, including obligations arising under customer contracts and real estate leases. The following table summarizes the letters of credit outstanding at December 31, 2019 and 2018 and the weighted-average annual cost of such letters of credit:
 
 
 
Letters of Credit Outstanding
 
 
($ thousands)
 
Not under the
Revolving Credit
Facilities
 
Under the
Revolving Credit
Facilities
 
Total
 
Weighted- 
Average
Annual Cost
December 31, 2019
 
402,300

 

 
402,300

 
1.02
%
December 31, 2018
 
453,719

 

 
453,719

 
0.98
%

F.             Tabular Disclosure of Contractual Obligations
 
The following table summarizes payments due under the Company's significant contractual obligations at December 31, 2019
 
 
Payments due by period
($ thousands)
 
Total
 
Less than 1 year
 
1-3 years
 
3-5 years
 
more than 5 years
Long-term debt (1)
 
8,120,097

 
463,078

 
2,218,976

 
2,183,793

 
3,254,250

Operating leases (2)
 
497,437

 
72,690

 
117,776

 
96,566

 
210,405

Finance leases (3)
 
52,988

 
10,803

 
18,392

 
10,737

 
13,056

Total
 
8,670,522

 
546,571

 
2,355,144

 
2,291,096

 
3,477,711

(1) Long-term debt consists of the principal amount of long-term debt, including current portion, as included in "Notes to the Consolidated Financial Statements—14. Debt" included in "Item 18. Financial Statements". Certain of the Company's long-term debt is denominated in euros.
(2) Operating leases principally relate to leases for facilities and equipment used in the Company's business. The amounts presented include the imputed interest to the counterparties.
(3) Finance leases principally consist of the Company's facility in Providence, Rhode Island and communications equipment used in its business. The amounts presented include the imputed interest to the counterparties.


49


G. 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
This annual report on Form 20-F includes forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning the Company and other matters. These statements may discuss goals, intentions, and expectations as to future plans, trends, events, dividends, results of operations, or financial condition, or otherwise, based on current beliefs of the management of the Company as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “would,” “should,” “shall,” “continue,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or the negative or other variations of them. These forward-looking statements speak only as of the date on which such statements are made and are subject to various risks and uncertainties, many of which are outside the Company’s control. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements and from past results, performance, or achievements. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include (but are not limited to):

the possibility that the Parent will be unable to pay future dividends to shareholders or that the amount of such dividends may be less than anticipated;
the possibility that the Company may not achieve its anticipated financial results in one or more future periods;
reductions in customer spending;
a slowdown in customer payments and changes in customer demand for products and services as a result of changing
economic conditions or otherwise;
unanticipated changes relating to competitive factors in the industries in which the Company operates;
the Company’s ability to hire and retain key personnel;
the Company’s ability to attract new customers and retain existing customers in the manner anticipated;
reliance on and integration of information technology systems;
changes in legislation, governmental regulations, or the enforcement thereof that could affect the Company;
enforcement of an interpretation of the Wire Act in such a manner as to prohibit or limit activities in which the Company and its customers are engaged;
international, national, or local economic, social, or political conditions that could adversely affect the Company or its customers;
conditions in the credit markets; risks associated with assumptions the Company makes in connection with its critical
accounting estimates;
the resolution of pending and potential future legal, regulatory, or tax proceedings and investigations;
the Company’s international operations, which are subject to the risks of currency fluctuations and foreign
exchange controls; and
the effect of coronavirus on our operations or the operations of our customers and suppliers.
 
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company’s business, including those described in “Item 3. Key Information—D. Risk Factors” and other documents filed by the Parent from time to time with the SEC. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements. Nothing in this annual report is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per share of the Parent for the current or any future financial years will necessarily match or exceed the historical published earnings per share of the Parent, as applicable. All forward-looking statements contained in this annual report on Form 20-F are qualified in their entirety by this cautionary statement.



50


Item 6.     
Directors, Senior Management, and Employees

A. 
Directors and Senior Management
 
As of February 24, 2020, the Parent's board of directors (the "Board") consists of 10 directors. Seven of the current directors were determined by the Board to be independent under the listing standards and rules of the NYSE, as required by the Articles of Association of the Parent adopted on May 17, 2018 (the "Articles").  For a director to be independent under the listing standards of the NYSE, the Board must affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company).  The Board has made an affirmative determination that the members of the Board so designated in the table below meet the standards for “independence” set forth in the Parent's Corporate Governance Guidelines and applicable NYSE rules.  The Articles require that for as long as the Parent’s ordinary shares are listed on the NYSE, the Parent will comply with all NYSE corporate governance standards set forth in Section 3 of the NYSE Listed Company Manual applicable to non-controlled domestic U.S. issuers, regardless of whether the Parent is a foreign private issuer.
 
At February 24, 2020, the directors, certain senior managers, and the senior consultant are as set forth below:
Name
 
Position
Lorenzo Pellicioli(1)
 
Chairperson of the Board; Non-executive Director
James F. McCann
 
Vice-Chairperson of the Board; Lead Independent Director; Non-executive Director
Paget L. Alves
 
Independent Non-executive Director
Alberto Dessy
 
Independent Non-executive Director
Marco Drago(1)
 
Non-executive Director
Heather J. McGregor
 
Independent Non-executive Director
Samantha F. Ravich
 
Independent Non-executive Director
Vincent L. Sadusky
 
Independent Non-executive Director
Marco Sala
 
Director and Chief Executive Officer
Gianmario Tondato da Ruos
 
Independent Non-executive Director
Renato Ascoli
 
Chief Executive Officer, North America(2)
Walter Bugno
 
Chief Executive Officer, International
Fabio Cairoli
 
Chief Executive Officer, Italy
Fabio Celadon
 
Executive Vice President, Strategy and Corporate Development
Mario Di Loreto
 
Executive Vice President, People & Transformation
Scott Gunn
 
Senior Vice President, Corporate Public Affairs
Wendy Montgomery
 
Senior Vice President, Global Brand, Marketing and Communications
Timothy M. Rishton
 
Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer
Robert Vincent
 
Chairperson of IGT Global Solutions Corporation(3)
(1) Messrs. Pellicioli and Drago are the chief executive officer and chairperson of the board, respectively, of De Agostini.
(2) The Chief Executive Officer, North America, is the Chief Executive Officer of NAGI and NALO.
(3) IGT Global Solutions Corporation is the primary operating subsidiary for the Company's U.S. lottery business. Mr. Vincent's title is honorary and he serves as a senior consultant to Mr. Sala and the rest of the Company's senior leadership team.
(4) Patti Hart was previously a Non-Executive Director of the Board. Ms. Hart's term of office ended on May 17, 2019.
(5) Alberto Fornaro was previously Executive Vice President and Chief Financial Officer of the Company. Mr. Fornaro resigned effective as of January 31, 2020.

On May 16, 2018, the Board approved the observer agreement (the “Observer Agreement”) between De Agostini and the Company permitting De Agostini to appoint an observer to attend meetings of the Parent's directors. Effective November 12, 2019, the Observer Agreement was renewed for a two-year term and Paolo Ceretti, a former director of the Parent, acknowledged and agreed to his renewed appointment by De Agostini as an observer pursuant to the terms of the Observer Agreement. The Observer Agreement expires following the meeting of the Parent's directors at which the financial results for the third quarter of 2021 are reviewed.
 

51


Directors
Lorenzo Pellicioli, 68, has served as Chairperson of the Board since November 2018, before which he served as Vice-Chairperson of the Board since the formation of the Company in April 2015. From August 2006 to the formation of the Company, Mr. Pellicioli served on the GTECH S.p.A. (formerly Lottomatica Group) board of directors as Chairman from August 2006 to April 2015. Mr. Pellicioli has served as Chief Executive Officer of De Agostini S.p.A. since November 2005.

Mr. Pellicioli started his career as a journalist for the newspaper Giornale Di Bergamo and afterwards he became Bergamo TV Programmes Vice President. From 1978 to 1984, he held different posts in the sector of the Italian private television for Manzoni Pubblicità, Publikompass up to his nomination as Rete4 General Manager. In 1984, he joined the Gruppo Mondadori Espresso, the first Italian publishing group. He was initially appointed General Manager for Advertising Sales and Mondadori Periodici (magazines) Vice General Manager and afterwards President and CEO of Manzoni & C. S.p.A, advertising rep of the Group.

From 1990 to 1997, he was appointed first President and CEO of Costa Cruise Lines in Miami, being part of Costa Crociere Group operating in the North American market (USA, Canada and Mexico) and then became Worldwide General Manager of Costa Crociere S.p.A., based in Genoa. From 1995 to 1997 he was also appointed President and CEO of the Compagnie Francaise de Croisières (Costa-Paquet), the Paris-based subsidiary of Costa Crociere.

In 1997, he took part to the privatization of SEAT Pagine Gialle purchased by a group of financial investors. After the acquisition he was appointed CEO of SEAT. In February 2000, he also managed the “Internet Business Unit” of the Telecom Italia Group following the sale of SEAT. In September 2001, following the acquisition of Telecom Italia by the Pirelli Group, he resigned. Since November 2005 he has been CEO of the De Agostini Group, an Italian financial group with ownership in the publishing sector (De Agostini Editore), games and lotteries (IGT PLC), media and communications (Atresmedia - Spanish television leader, Banijay Group - a leading company in the production and distribution of television and media content) and financial investments (DeA Capital).

He is also Chairman of the Board of Directors of DeA Capital, a member of the Board of Directors of Assicurazioni Generali S.p.A., and a member of the Advisory Board of Palamon Capital Partners. He was formerly also a member of the Boards of Directors of Enel, INA-Assitalia, and Toro Assicurazioni and of the Advisory Board of Lehman Brothers Merchant Banking.

On April 3, 2017 he was honored with the title of
Chevalier dans l’ordre de la Légion d’Honneur.
 
James F. McCann, 68, has served on the Board since the formation of the Company and is currently the Vice Chairperson, Lead Independent Director and is Chair of the Nominating and Corporate Governance Committee. He is the Chairman of 1-800-Flowers.com, Inc., and previously served as Chief Executive Officer, a position he held since 1976. Mr. McCann previously served as director and Chair of the Nominating and Governance Committee of Willis Towers Watson until his retirement in May 2019. He previously served as the Chairman of the Board of Directors of Willis Towers Watson from January 4, 2016 to January 1, 2019. Previously he served as Director (2004-2015) and non-executive Chairman (2013-2015) of Willis Group Holdings PLC (“Willis Group”). Prior to serving as the non-executive Chairman of the board of Willis Group, he served as the company’s presiding independent director. Mr. McCann previously served as a director for Scott’s Miracle-Gro from January 2014 to January 2020.

He previously served as a director and compensation committee member of Lottomatica S.p.A. (from August 2006 to April 2011), and as a director of Gateway, Inc. and The Boyds Collection, Ltd.
 
Paget L. Alves, 65, has served on the Board since the formation of the Company and is a member of the Audit Committee and the Compensation Committee. Prior to the formation of the Company, Mr. Alves served on the International Game Technology board of directors since January 2010. He served as Chief Sales Officer of Sprint Corporation, a wireless and wireline communications services provider (“Sprint”), from January 2012 to September 2013 after serving as President of the Business Markets Group since 2009. From 2003 to 2009, Mr. Alves held various positions at Sprint, including President, Sales and Distribution from 2008 to 2009; President, South Region, from 2006 to 2008; Senior Vice President, Enterprise Markets, from 2005 to 2006; and President, Strategic Markets from 2003 to 2005. Between 2000 and 2003, Mr. Alves served as President and Chief Executive Officer of PointOne Telecommunications Inc., and President and Chief Operating Officer of Centennial Communications. He currently serves on the board of directors of YUM! Brands, Synchrony Financial, and Assurant, Inc.

Mr. Alves previously served on the board of directors of GTECH Holdings Corporation (2005-2006), and Herman Miller, Inc. (2008-2010). Mr. Alves earned a Bachelor of Science degree in Industrial and Labor Relations and a Juris Doctor degree from Cornell University.

52


Alberto Dessy, 67, has served on the Board since the formation of the Company in April 2015 and is a member of the Compensation Committee and the Nominating and Corporate Governance Committee. He is currently a Professor at Bocconi University. Mr. Dessy is a Chartered Accountant who specializes in corporate finance, particularly the evaluation of companies, trademarks, equity and investments, financial structure, channels and loan instruments, funding for development and in acquisitions and disposals of companies. He has been an expert witness for parties to lawsuits and as an independent expert appointed by the court in various legal disputes.

He has previously served on the boards of many companies, both listed and unlisted, including Chiorino S.p.A., Redaelli Tecna S.p.A., Laika Caravans S.p.A., Premuda S.p.A., I.M.A. S.p.A, Milano Centro S.p.A., and DeA Capital S.p.A. Mr. Dessy graduated from Bocconi University and is a member of the distinguished faculty in corporate finance at the SDA Bocconi School of Management.
 
Marco Drago, 74, has served on the Board since the formation of the Company in April 2015. From 2002 to the formation of the Company, Mr. Drago served on the board of directors of GTECH S.p.A. (formerly Lottomatica Group). Since 1997, Mr. Drago has been the Chairman of De Agostini, one of Italy’s largest family-run groups. Since July 2018 he has been the President of The Board of Directors of B&D Holding S.p.A. (formerly B&D Holding di Marco Drago e C.S.a.p.A., of which he had been President of the Board of Partners since 2006). He is also Vice President of Planeta De Agostini Group, Director of Atresmedia, DeA Capital S.p.A., De Agostini Editore S.p.A., S. Faustin (Techint Group) and member of the Assonime’s board of governors.

Mr. Drago graduated in Economics and Business at Università Bocconi in Milan in 1969. He started his career that same year in the family company joining Istituto Geografico De Agostini. In 1997 he replaced Achille Boroli as Chairman of De Agostini Holding S.p.A., having previously served as Executive Officer and Managing Director. He has received important awards such as “Bocconiano dell’anno” in 2001, and was made “Cavaliere del Lavoro” in 2003.
 
Prof. Heather J. McGregor, 57, was appointed to the Board in March of 2017 and is a member of the Audit Committee. She is the Executive Dean of the Edinburgh Business School, the business school of Heriot Watt University in the U.K. In addition, Professor McGregor is a director of Non-Standard Finance PLC, a company specializing in offering consumer loans in the U.K. Professor McGregor has a Ph.D. from the University of Hong Kong in Structured Finance and is an experienced writer and broadcaster, including writing for the Financial Times for 17 years, and is currently a weekly columnist in the Sunday Times. Professor McGregor is also the founder of the Taylor Bennett Foundation, which works to promote diversity in the communications industry, and a founding member of the steering committee of the 30% Club, which is working to raise the representation of women at senior levels within the U.K.’s publicly listed companies.

In June 2015, Professor McGregor was made a Commander of the British Empire for her services to diversity and employment. In February 2017, she was appointed by the U.K. Government to be a member of the Honours Committee for the Economy.
 
Dr. Samantha F. Ravich, 53, was appointed to the Board in July of 2019 and is a member of the Nominating and Corporate Governance Committee. She is a defense and intelligence policy and tech entrepreneur and the Chair of the Center on Cyber and Technology Innovation at the Foundation for Defense of Democracies and its Transformative Cyber Innovation Lab; the Vice Chair of the President’s Intelligence Advisory Board; a Commissioner on the Congressionally-mandated Cyberspace Solarium Commission; and a member of the Secretary of Energy’s Advisory Board. Dr. Ravich is also a managing partner at A2P, LLC, a technology company that focuses on advanced advertising techniques, and a Board Governor at the Gemological Institute of America. Previously, she was the Republican Co-Chair of the Congressionally-mandated National Commission for Review of Research and Development Programs in the United States Intelligence Community and served as Deputy National Security Advisor for Vice President Cheney.

Dr. Ravich received her Ph.D. in Policy Analysis from the RAND Graduate School and her MCP/BSE from the University of Pennsylvania/Wharton School and is a member of the Council on Foreign Relations and the National Association of Corporate Directors.
 

53


Vincent L. Sadusky, 54, has served on the Board since the formation of the Company and is Chair of the Audit Committee. Prior to the formation of the Company, Mr. Sadusky served on the International Game Technology board of directors from July 2010 to April 2015. He is Chief Executive Officer and a member of the board of directors of Univision Communications Inc., the largest Hispanic media company in the U.S. He served as President and Chief Executive Officer of Media General, Inc., one of the U.S’s largest owners of television stations, from December 2014 until January 2017, following the company’s merger with LIN Media LLC. Mr. Sadusky served as President and Chief Executive Officer of LIN Media LLC from 2006 to 2014 and was Chief Financial Officer from 2004 to 2006. Prior to joining LIN Media LLC, he held several management positions, including Chief Financial Officer and Treasurer, at Telemundo Communications, Inc. from 1994 to 2004, and from 1987 to 1994, he performed attestation and consulting services with Ernst & Young, LLP. Mr. Sadusky formerly served on the board of directors of Hemisphere Media Group, Inc. Previously, he served on the Open Mobile Video Coalition, to which he served as President from 2011 until its integration into the National Association of Broadcasters in January 2013. He formerly served on the boards of directors of JVB Financial Group, LLC, Maximum Service Television, Inc., Media General, Inc., LIN Media LLC and NBC Affiliates.

Mr. Sadusky earned a Bachelor of Science degree in Accounting from Pennsylvania State University where he was a University Scholar. He earned a Master of Business Administration degree from the New York Institute of Technology.
 
Marco Sala, 60, has served as a member of the Board of Directors and Chief Executive Officer of the Company since its admission to the listing on the NYSE in 2015. Before then and since 2009, Mr. Sala served as Chief Executive Officer and a member of the Board of Directors of predecessor GTECH (formerly Lottomatica Group). Prior to the Company's admission to the listing on the NYSE in 2015, Mr. Sala served on the Board of Directors of Lottomatica since 2003, when he joined as Co-General Manager, before being appointed Managing Director with responsibility for the Italian Operations and other European activities since 2006.

Until June 2019, Mr. Sala has served as a member of the Board of Directors of OPAP S.A., a Greek gaming and sports betting operator.

He is also a member of the Board of Directors of Save the Children Italia, the Italian extension of the worldwide non-profit organization.

Before joining the Company, he served as Chief Executive Officer of Buffetti, Italy’s leading office equipment and supply retail chain. Prior to Buffetti, Mr. Sala served as Head of the Italian Business Directories Division for SEAT Pagine Gialle. He was later promoted to Head of Business Directories with responsibility for a number of international companies, such as Thomson (Great Britain), Euredit (France), and Kompass (Italy). Earlier in his career, he worked as Head of the Spare Parts Divisions at Magneti Marelli (a Fiat Group company) and soon after he became Head of the Lubricants Divisions. Additionally, he held various marketing positions at Kraft Foods. Mr. Sala graduated from Bocconi University in Milan, majoring in Business and Economics.
 
Gianmario Tondato da Ruos, 60, has served on the Board since the formation of the Company and is Chair of the Compensation Committee. From 2006 to the formation of the Company, Mr. Tondato da Ruos served as a Lead Independent Director of GTECH S.p.A. (formerly Lottomatica Group). Mr. Tondato da Ruos has served as the Chief Executive Officer of Autogrill S.p.A. since April 2003. He joined Autogrill Group in 2000, and moved to the United States to manage the integration of the North American subsidiary HMSHost and successfully implemented a strategic refocusing on concessions and diversification into new business sectors, distribution channels and geographies.

Mr. Tondato da Ruos is Chairman of HMSHost Corporation, of Autogrill Italia S.p.A. and of Autogrill Europe S.p.A. He has been a director of Autogrill since March 2003, and sits on the advisory board of Rabobank (Hollande). He was formerly Chairman of World Duty Free S.p.A. and a director of World Duty Free Group S.A.U. Mr. Tondato da Ruos graduated with a degree in economics from Ca’Foscari University of Venice.

54



Senior Management
Renato Ascoli, 58, is Chief Executive Officer, North America, and is responsible for product development, production, marketing, and delivery of all of the Company’s gaming and lottery offerings for the NAGI and NALO business units. This includes interactive and sports betting. Mr. Ascoli also currently serves on the board of directors of the American Gaming Association.

Prior to the formation of the Company, Mr. Ascoli served as General Manager of GTECH S.p.A. (formerly known as Lottomatica Group) and President of GTECH Products and Services, where he was responsible for overseeing the design, development, and delivery of state-of-the-art platforms, products, and services. He supported all stages of the sales process, and provided marketing and technology leadership to optimize investment decisions. Prior to this role, Mr. Ascoli served as Head of Italian Operations. In this position, he was responsible for the strategic direction and operations of the Company’s Italian businesses. He joined GTECH S.p.A. in 2006 as Director of the Gaming division.

From 1992 to 2005, Mr. Ascoli worked for the national railway system Ferrovie dello Stato/Trenitalia, where he held roles of increasing responsibility including head of Administration, Budget, and Control of the Local Transport Division; head of Strategies, Planning, and Control of the Transport Area; and head of the Passengers Commercial Unit. In 2000, he was appointed Marketing Director of the Passengers Division, and later served as Director of Operations and Passengers Division. He also was head of International Development for Trenitalia. Earlier in his career, he led international marketing efforts for Fincentro Group - Armando Curcio Editore, where he was responsible for commercial development of the publishing assets of Fincentro Group. He was also responsible for defining the strategic and management assets of the many companies comprising Fincentro Group. Mr. Ascoli also served as a consultant to Ambrosetti Group, supporting the internationalization process (Spain, England, and U.S.A.). He graduated from Bocconi University in Milan, majoring in Economics and Social Studies.
 
Walter Bugno, 60, is Chief Executive Officer, International, and is responsible for the management and strategic development of the International region. He works directly with the Parent’s management teams to implement the Company’s vision through the ongoing delivery of value to customers, shareholders, and employees. Mr. Bugno leads the Company’s lottery, gaming, and interactive businesses throughout Europe (except Italy), as well as in the Middle East, Latin America and the Caribbean, Africa, and the Asia-Pacific region. He also oversees private manager agreement opportunities across these regions.

He joined GTECH S.p.A. (formerly known as Lottomatica Group) in July 2010 as President and CEO of SPIELO International. He led the business by capitalizing on the many growth opportunities in the gaming industry, and overseeing the Company’s long-term strategic direction. In 2012, Mr. Bugno’s portfolio expanded to include the Company’s interactive business. Under his leadership, SPIELO experienced substantial growth and became a major contributor to the Company’s total earnings. From 2006 to 2009, Mr. Bugno was the CEO of Casinos for Tabcorp Holdings Limited, Australia’s premier gambling and entertainment group. During his tenure with Tabcorp, Mr. Bugno transformed the business from being product-driven to customer-driven by revitalizing the customer casino experience with new loyalty programs, products, and customer service. Some of his successes included a new 12-year exclusive casino license with the New South Wales government, expansion of gaming products, and increases in market share.

Prior to Tabcorp, Mr. Bugno was President of Campbell Soup Company in Asia Pacific from 2002 to 2006. He was responsible for Campbell’s food products, manufacturing, and distribution. He was previously Managing Director of Lion Nathan Australia, a division of Lion, one of Australasia’s leading beverage and food companies. Mr. Bugno grew up in Australia and Italy, and has Bachelor of Commerce and Master of Commerce degrees from the University of New South Wales, Australia.
 
Fabio Cairoli, 54, is Chief Executive Officer, Italy, and is responsible for managing all business lines, marketing services, and sales for the Company’s Italian operations. Through his leadership of the largest lottery operator in the world, Mr. Cairoli shares insights and best practices with other organizations in the Company. Mr. Cairoli joined the Company in 2012 as Senior Vice President of Business. He has more than 20 years of experience in consumer goods for multinational organizations, with both local and international expertise. He served as Group General Manager and Board Member of Bialetti Industrie, a world-renowned Italian manufacturer and retailer of stovetop coffee (espresso) makers and small household electrical appliances. During his tenure at Bialetti, he was responsible for turning around the business by refocusing strategy, streamlining costs, and optimizing the product portfolio and retail presence.

Prior to Bialetti, Mr. Cairoli served as General Manager of Star Alimentare, a major Italian food company, and successfully relaunched a historical brand. Additionally, he spent part of his career with Julius Meinl Italia and with Motorola Mobile Devices Italy. He also spent 10 years with Kraft Foods in Italy and the U.K. in various capacities. Mr. Cairoli holds a Bachelor’s degree in Economics from the Catholic University in Milan.

55


Fabio Celadon, 48, is Executive Vice President, Strategy and Corporate Development, and is responsible for the Company's Strategy, Mergers and Acquisitions and Competitive Intelligence functions. Under his direction, the organization monitors industry and competitive trends in the Company's core and adjacent markets; develops the Company's portfolio strategy; identifies key portfolio initiatives and supports the business unit CEOs in the identification and execution of their business unit strategic initiatives; executes the Group’s M&A strategy (mergers, acquisitions, JVs and divestitures), managing deal evaluation, structuring and negotiation, and coordinating internal cross-functional teams as well as external advisors.

Mr. Celadon most recently served as Senior Vice President, Gaming Portfolio, with responsibility for monitoring relevant technological advancements and market and competitive trends; consolidating the Company’s global research and development plan and related allocation of budgets and resources; evolving the Company’s content portfolio and consolidating hardware and content roadmaps; and, monitoring product performance and results.

Mr. Celadon previously served as Managing Director, Greater China and Senior Vice President, International. In this role, he was responsible for managing the Company's business and operations across lotteries, video lotteries, sports betting and interactive, and mobile gaming in Greater China. He was also responsible for the strategic development of the Company's business in Greater China, India, and Japan.
 
Mario Di Loreto, 56, is Executive Vice President, People & Transformation, and is responsible for providing the overall HR leadership and strategy to further organizational development and ensure that the Company attracts, develops, and retains a talented, diverse, and engaged workforce. Prior to joining the Company, Mr. Di Loreto was Executive Vice President for Human Resources and Organization at Telecom Italia Group and its 50,000 employees, where he led a complete re-engineering of the HR management core processes across the global organization as part of a three-year People Strategy Program.

Prior to joining Telecom Italia, he spent four years as the Human Resources Group Director for Barilla, where he was responsible for 15,000 employees in 17 countries. In this role, Mr. Di Loreto participated in the re-organization of the international subsidiary companies to achieve cultural and business integration and alignment. In addition, Mr. Di Loreto has held HR positions with increasing levels of responsibility and authority with Starwood Hotels, where he was part of a global innovation team that worked under Starwood’s CEO at its U.S. headquarters to help define the evolution of the company’s organizational and business models. He has also held senior HR positions with Air One and subsequently Alitalia, where he participated in the creation and development of two low-cost carriers, Alitalia Team and Alitalia Express.

Mr. Di Loreto graduated with a Ph.D. in the Philosophy of Science from the University of Rome, and for a time, pursued an academic career before beginning his career in business.
 
Scott Gunn, 53, is Senior Vice President, Corporate Public Affairs, and is responsible for the Company’s public affairs related to government relations strategy, and is instrumental in directing and facilitating government relationships and public engagement to advance global business interests for the NAGI, NALO, and International business units. Mr. Gunn has been with the Company for more than 25 years, and has held positions in operations, sales, business development, and public affairs. Prior to his current role, he was Senior Vice President of Global Government Relations and NALO Business Development, overseeing worldwide government relations strategy and managing the Company’s global network of government relations resources, as well as pursuing public sector market opportunities for the Company’s various lines of business in North America.

Mr. Gunn began his career at a public affairs firm in Washington, D.C. He was also an Associate at National Media Inc., where he worked on media strategy for state and federal political campaigns. He has held various positions within national and state political party organizations, and has been involved with several U.S. presidential campaigns. Mr. Gunn serves on the Board of Advisors to Reviver Auto, is chairperson of the Company’s Political Action Committee, and is a member of the Company’s Executive Diversity and Inclusion Council. He has a bachelor’s degree in Political Economics from Tulane University.
 
Wendy Montgomery, 57, is Senior Vice President, Global Brand, Marketing and Communications, and oversees the strategy for the Company’s global brand, trade shows, product marketing, and external communications, including community relations, responsible gaming, and corporate social responsibility. Prior to joining the Company in 2018 as Senior Vice President of Global Lottery Marketing, Ms. Montgomery spent 13 years at the Ontario Lottery and Gaming Corporation where she led marketing, sales, operations, policy and planning, and the iGaming business. Her previous experience spans multiple industries, including in the entertainment business in her role as Vice President and General Manager, W Network, under Corus Entertainment, Inc., and before that, in the telecommunications field as Vice President of Marketing with Star Choice Communications, Inc. She has also held leadership roles in apparel, consumer products, and food categories, and has previously lived and worked in South Africa, Israel, Eastern Europe, Canada, and the United States.

Ms. Montgomery is a graduate of the Executive Leadership Program at Queen’s University in Kingston, Canada. She holds a diploma in Marketing Management from the Institute of Marketing Management in Johannesburg, South Africa, as well as a Higher National Diploma in Business Studies from Greenwich University in London, U.K. As of September 2019, Ms. Montgomery serves as Governor on the Miriam Hospital Foundation Board in Providence, RI.
 

56


Timothy M. Rishton, 54, is Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer, and is responsible for overseeing Accounting and Tax, including developing and maintaining systems and internal controls over financial reporting; and the preparation of the Company's consolidated annual reporting in accordance with generally accepted accounting principles. On November 29, 2019, the Company's board of directors unanimously approved the appointment of Mr. Rishton as Interim Chief Financial Officer upon the resignation of Alberto Fornaro at the end of January 2020, during the search for a permanent replacement. As Interim Chief Financial Officer, Mr. Rishton oversees Finance, Accounting, Tax, Treasury, Legal, Investor Relations, and Compliance.

Prior to the formation of the Company, Mr. Rishton served as the Chief Accounting Officer for GTECH S.p.A.  Mr. Rishton has been with the Company (and predecessor GTECH) since 1995, and over his 24 years with the Company, he has held a series of roles with increasing responsibility, including Vice President - Finance, Assistant Corporate Controller and Director of Accounting.

Before joining the Company, Mr. Rishton held various roles at Acushnet Company and Ernst & Young, where he provided assurance services to publicly listed and private company clients in a variety of industries. Mr. Rishton is a member of The American Institute of Certified Public Accountants and the Rhode Island Society of CPA’s.

Mr. Rishton received his bachelor’s degree in Accounting from the University of Rhode Island.

Senior Consultant
Robert Vincent, 66, is Chairperson of IGT Global Solutions Corporation, the primary operating subsidiary for the U.S. lottery business, and represents the Company when interacting with global customers, current and potential partners, and government officials. He also serves as a senior counselor to Chief Executive Officer Marco Sala and the rest of the Company's senior leadership team.
Previously, Mr. Vincent served as the Company's Executive Vice President for Administrative Services and External Relations. He oversaw global external and internal corporate communications, media relations, branding, and social responsibility programs. He also led a centralized Administrative Services organization that included information security, global procurement, real estate/facilities, food services, environmental health and safety, and facility security and monitoring. In addition, he was involved in selected business development projects, and supported activities in compliance, investor relations, marketing communications, and government relations. Prior to that, he served as the Company's Senior Vice President of Human Resources and Public Affairs.
Before April 2015, Mr. Vincent had been affiliated with GTECH S.p.A. for more than 20 years, having served as an external consultant; as Vice President of Business Development for Dreamport, GTECH’s former gaming and entertainment subsidiary; and as Senior Vice President of Human Resources and Public Affairs for GTECH S.p.A.
Before joining the Company, he was a senior partner at RDW Group, a regional advertising and public relations company in Rhode Island. He also held senior policy and administrative positions with Rhode Island-based governments, including the Governor’s Office, Secretary of State’s Office, and the Providence Mayor’s Office. In addition, he has staffed community and government affairs efforts at Brown University in Providence.
Active in the community, Mr. Vincent serves on the Boards of the University of Rhode Island Foundation, Rhode Island Hospital Foundation, Family Service of Rhode Island, and the URI Harrington School of Communication.
Mr. Vincent received his bachelor’s degree in Political Science from the University of Rhode Island.

There are no familial relationships among any of the Parent's directors, senior managers or the senior consultant set forth above.


57


B.
Compensation
 
Non-Executive Director Compensation
 
The Parent's compensation policy for non-executive directors is to provide an annual cash retainer payable in quarterly tranches as well as a restricted stock unit ("RSU") award vesting on an annual basis. Additional cash retainers are provided for the non-executive directors serving as Chairpersons of the Board and/or the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee as well as the Lead Independent Director. Awards to non-executive directors under the Long-Term Incentive ("LTI") Compensation Plan (“LTIP”) vest over the service period of the award.

LTIP - Annual Equity Awards for Continuing Non-Executive Directors
 
On the date of each annual meeting of the Parent’s shareholders ("AGM") each non-executive director continuing to serve after that date will automatically be granted an award of RSUs which vest on the AGM date of the next financial year. The number of RSUs covered by each such award will be determined by dividing (1) the Annual Equity Award grant value by (2) the closing price of an ordinary share as of the date of grant (rounded down to the nearest whole unit).

LTIP - Initial Equity Awards for New Non-Executive Directors

Each new non-executive director will be granted an award of RSUs determined by dividing (1) a pro-rata portion of the Annual Equity Award value by (2) the closing share price as of the date of grant. The pro-rata portion of the Annual Equity Award value will equal the Annual Equity Award value multiplied by the fraction which results from the following formula:
X - Y
X
where:

X is the number of days in the period beginning with (and including) the date of the AGM immediately preceding the appointment date (the Previous AGM) and ending on (and including) the date of the AGM immediately after the appointment date (the Next AGM); and
Y is the number of days in the period beginning with (and including) the date of the Previous AGM and ending on (and including) the appointment date.

Initial equity awards granted to non-executive directors will vest on the date of the AGM that first occurs after the grant date.

Annual Compensation
Position
 
Fees ($)(1)
 
RSUs ($)(2)
Non-executive Director
 
100,000

 
200,000

Chairperson additional compensation
 
50,000

 
50,000

Lead Independent Director additional compensation
 
20,000

 
20,000

Committee Chairpersons additional compensation:
 
 
 
 
    Audit Committee
 
40,000

 

    Compensation Committee
 
30,000

 

    Nominating and Corporate Governance Committee
 
20,000

 


(1) All fees are established in USD but paid quarterly in GBP, with the amount paid converted from USD to GBP based on the exchange rate in effect on the date of processing the payment.
(2) The number of RSUs granted is calculated by dividing the grant value listed in this column by the closing share price as of the date of grant.



58


2019 Plan Year Actual Compensation

The following table sets forth the approximate compensation received or earned, calculated in accordance with the Companies Act 2006 and relevant regulations, as applicable, by the Company's non-executive directors during the year ended December 31, 2019.
Name & Position(s)(1)
 
Fees ($)
 
Taxable Benefits ($)(2)
 
RSUs ($)(3)
 
Total
Lorenzo Pellicioli(4)
Non-executive Director
Chairperson of the Board
 
150,000

 

 
116,160

 
266,160

James F. McCann
Non-executive Director
Vice-Chairperson of the Board
Lead Independent Director
Chairperson of the Nominating and Corporate Governance Committee
 
140,000

 
54,053

 
102,066

 
296,119

Paget L. Alves
Non-executive Director
 
100,000

 
26,993

 
92,689

 
219,682

Alberto Dessy(5)
Non-executive Director
 
106,722

 

 
92,689

 
199,411

Marco Drago
Non-executive Director
 
100,000

 

 
92,689

 
192,689

Patti S. Hart(6)
Non-executive Director
 
75,000

 
5,969

 
92,689

 
173,658

Heather J. McGregor
Non-executive Director
 
100,000

 

 
92,689

 
192,689

Dr. Samantha Ravich(7)
Non-executive Director
 
42,436

 

 

 
42,436

Vincent L. Sadusky
Non-executive Director
Chairperson of the Audit Committee
 
140,000

 
13,720

 
92,689

 
246,409

Gianmario Tondato da Ruos
Non-executive Director
Chairperson of the Compensation Committee
 
130,000

 

 
92,689

 
222,689


(1) Marco Sala, the Company's Chief Executive Officer, also serves on the board of directors, but does not receive any additional compensation for such service. Please see the Executive Officer Compensation section below for information regarding Mr. Sala's compensation.
(2) Relates to reimbursable meal and travel expenses for attending Board of Director meetings in the U.K.
(3) Represents the settlement date fair value of RSUs vested during 2019, based on the closing share price on the date of vest.
(4) Mr. Pellicioli's RSUs includes a prorated RSU award that vested in February 2019 related to his service as Chairperson of the board from his appointment on November 19, 2018 through the 2019 AGM.
(5) Includes a 4% stipend related to Italian regulatory requirements.
(6) Ms. Hart did not stand for re-election at the 2019 AGM and her term ended on May 17, 2019. Ms. Hart received a prorated amount of compensation for her services during the year.
(7) Dr. Ravich was appointed to the board of directors on July 31, 2019 and received a prorated amount of compensation for her services during the year.

Executive Officer Compensation
 
Total Executive Officer Compensation

The following table sets forth the approximate 2019 compensation received or earned, calculated in accordance with the Companies Act 2006 and relevant regulations, as applicable, by the Company's executive officers as of December 31, 2019, including Marco Sala, CEO; Renato Ascoli, CEO, North America; Walter Bugno, CEO International; Fabio Cairoli, CEO Italy; Fabio Celadon, Senior Vice President, Gaming Portfolio; Mario Di Loreto, Executive Vice President of People & Transformation; Alberto Fornaro, Executive Vice President and CFO; Scott Gunn, Senior Vice President of Corporate Public Affairs; and Wendy Montgomery, Senior Vice President, Global Brand, Marketing and Communications. Also included is compensation paid to Robert Vincent, former Executive Vice President of External Relations & Administrative Services, who retired from the Company on April 9, 2019. Mr. Vincent has continued to provide consulting services to the Company, the fees for which are included as "Other" compensation in the table below. Mr. Fornaro resigned from the Company effective January 31, 2020 and Timothy Rishton, Senior Vice President and Chief Accounting Officer was appointed to interim CFO upon Mr. Fornaro's departure until a replacement is

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identified. Therefore, Mr. Fornaro's 2019 compensation is included in the table below and Mr. Rishton's compensation has been excluded.
Name
 
Salary
($)(1)
 
2019 Bonus
($)(2)
 
Equity
Awards
($)(3)
 
Other
($)(4)
 
Total
($)
Marco Sala,
Chief Executive Officer
 
1,277,768
 
3,797,237
 
1,004,475
 
765,795
 
6,845,275
Other Executive Officers &
Senior Consultant
 
4,223,723
 
5,644,716
 
1,659,656
 
5,683,148
 
17,211,243

(1) Mr. Sala’s salary is $1,000,000. Mr. Sala is paid monthly, 70% in GBP and 30% in EUR, both of which are converted based on 2019 year-to-date exchange rates. In addition to base salary, amount includes a true-up payment related to FX fluctuations and tax equalization of $396,537, per Mr. Sala's employment contract.
(2) Represents the short-term incentive compensation earned for the 2019 fiscal year, expected to be paid in March 2020. In addition to bonus, amount includes a true-up payment related to FX fluctuations and tax equalization of $1,319,687, per Mr. Sala's employment contract.
(3) Represents 38.2% of target performance-based RSUs subject to performance-based vesting conditions for the 2017 through 2019 performance period, which will vest in April 2020 and 2021, multiplied by $14.25, the three-month average closing stock price as of December 31, 2019.
(4) Represents the value of certain health and welfare benefits received by the executive officers during 2019 (including tax preparation, employer contributions to post-retirement plans, relocation benefits and taxable life insurance premiums paid). Also includes car allowances, housing allowances and perquisites. Mr. Sala's other compensation also includes tax equalization of $247,356 related to equity awards and other benefits. In addition, includes consulting fees paid to Mr. Vincent during 2019.

 Short-Term Incentive Compensation Plans
 
The Company's 2019 short-term incentive compensation (“STI”) plans were performance-based and designed to encourage achievement of both short-term financial results and longer-term strategic objectives. The STI plans recognize growth achievement with an opportunity to earn an incentive on the upside, as well as limit the downside potential. Payments under the STI plans were based on the Company's 2019 financial performance and individual Management by Objectives (“MBOs”). The Company's executive officers participated in the same STI plans as other employees during 2019
 
Executive Officers STI

For purposes of the STI plans, financial performance was measured based on Consolidated Adjusted EBITDA (“EBITDA”), Consolidated Adjusted Operating Income ("OI"), excluding Purchase Price Accounting, and Adjusted Consolidated Net Debt. Executive Officers focused on a specific business unit will have an Adjusted Business Unit OI metric in lieu of Consolidated Adjusted OI. STI targets as a percentage of base salary is 150% for the CEO and 70% to 100% for the Company's other executive officers. STI payouts could be adjusted to account for unusually negative or positive financial results due to events outside of the control of the Company's executive officers. All STI objectives had a mix of financial and individual metrics, which is presented in the table below.
 
Level
 
Financial Performance
 
Individual MBO
 
Financial Metric Mix
Corporate
 
80%
 
20%
 
25% Adjusted EBITDA
 
25% Adjusted Consolidated Operating Income
 
30% Net Debt
Business Unit
 
80%
 
20%
 
25% Adjusted EBITDA
 
35% Adjusted Business Unit Operating Income
 
20% Net Debt

All financial objectives were established by the Compensation Committee of the Board of Directors for the CEO and by the Board of Directors for the other executive officers, upon recommendation of the Compensation Committee.

Long-Term Incentive Compensation Plans
 
The Company’s LTIP plan provides for several different types of stock-based awards including stock options, restricted stock and RSUs, both time and performance-based. In 2019, annual awards to executive officers under the Company's LTIP were 100% performance-based RSUs.

The principal purposes of granting LTI awards are to assist the Company in attracting and retaining executive officers, to provide

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a market-competitive total compensation package and to motivate recipients to increase shareholder value by enabling them to participate in the value created, thus aligning their interests with those of the Company's shareholders. 

The LTI plan for 2019 is performance-based with vesting of each award tied to three performance metrics: Three-Year Cumulative Consolidated Adjusted EBITDA (profitability measure); Adjusted Net Debt (use of cash); and relative Total Shareholder Return ("TSR") performance against the Russell Mid Cap Market Index.  Adjusted EBITDA and TSR were selected as performance measures to provide a strong focus on profit and alignment to shareholder returns, respectively. Adjusted Net Debt is designed to focus the Company's executive officers on de-leveraging and reducing net debt. Three-Year Cumulative Adjusted EBITDA and Adjusted Net Debt performance are combined in a grid of outcomes: the Adjusted EBITDA and Adjusted Net Debt Payment Matrix. The performance factor is the product of the Adjusted EBITDA and Adjusted Net Debt Payment Matrix, multiplied by the Relative TSR performance factor. Actual vesting under the plan can range from 0% to 145% if all maximum targets are met. Financial objectives were established by the Compensation Committee and reviewed by the Board, consistent with the authorization provided by the Company’s shareholders.

Grants of LTI

The table below sets forth the performance-based RSUs granted pursuant to the Company's compensation plans to its executive officers during 2019, which will vest 50% in 2022 and 2023, respectively, based on cumulative performance over the 2019-2021 performance and continued service through the applicable vesting dates.
Name
 
No. of
Shares
 
Grant Date Fair Value on Date of Grant
 
Vesting
Period
 
Grant
Date
 
Per Share Market Price on Date of Grant
Marco Sala, Chief Executive Officer
 
212,927

 
$
11.11

 
 2019-2023
 
July 29, 2019
 
$
13.86

Other Executive Officers
 
369,385

 
$
11.11

 
 2019-2023
 
July 29, 2019
 
$
13.86


No stock options were granted in 2019.

Amounts accrued for pensions and similar benefits
 
At December 31, 2019, the total amount accrued by the Company to provide pension, retirement, or similar benefits was $17.2 million.
 
Severance Arrangements
 
Certain executive officers of the Company are entitled to severance payments and benefits if such executive officer’s employment is terminated other than for cause under either individual employment agreements or provisions of national collective agreements for executives of the industry.
 
The employment agreements with United States-based executive officers (i.e., Messrs. Gunn, Fornaro, and Celadon and Ms. Montgomery) generally provide for the following benefits upon a termination other than for “cause.”
 
18 months of base salary;
18 months of STI (based upon a three-year average) and perquisites;
18 months tax preparation;
any accrued but unpaid STI earned for the prior fiscal year;
a prorated STI for the current fiscal year based on actual performance;
18 months of health and welfare benefits continuation; and
18 months following termination of employment to exercise vested stock options, unless the options otherwise expire under the original terms and conditions of the award.

In addition, upon the United States executive officer’s death or disability, the executive officer will be entitled to the following benefits under the employment agreements:
 
18 months of base salary;
18 months of STI compensation (based upon a three-year average) and perquisites;
18 months of tax preparation;
any accrued but unpaid STI earned for the prior fiscal year;

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a prorated STI for the current fiscal year based on actual performance;
24 months of health and welfare benefits continuation; and
18 months following termination of employment to exercise vested stock options, unless the options otherwise expire under the original terms and conditions of the award.
 
Upon an executive officer’s retirement from the Company, these employment agreements also provide for accelerated vesting of a portion of an executive officer’s outstanding performance-based RSUs and an ability to exercise vested options until the expiration date.
 
Pursuant to the terms of the Italian national collective agreement for executives of the industry (Contratto Collettivo Nazionale di Lavoro per i Dirigenti di Aziende produttrici di beni e servizi), Messrs. Sala (30% of employment), Ascoli, Cairoli, and Di Loreto are generally entitled, unless ad hoc agreements provide differently, to the following severance payments and benefits upon a termination of employment by Lottomatica Holding S.r.l. ("Lottomatica") other than for “cause,” a resignation for “good reason,” or due to the executive officer’s death or disability:
severance pay determined under the collective agreement;
any accrued but unpaid STI earned for the prior fiscal year; and
a notice indemnity equal to a minimum of six and a maximum of 12 months of total base salary and STI compensation.
 
Under the Lottomatica service agreement, Mr. Sala’s base salary is €272,430 ($306,048) at December 31, 2019 divided into 13 equal gross installments, plus additional benefits, including a company car. Mr. Sala also receives an integrative pension fund in accordance with Italian law.
 
Mr. Sala also has a service agreement with the Parent (70% of employment), under which Mr. Sala shall be paid a salary of £450,220 ($596,857 as of December 31, 2019) per annum and this salary shall be reviewed by the Board annually, but the Parent is under no obligation to award an increase in salary.

Mr. Sala’s service agreement with the Parent (70% of employment) can be terminated by either party on the giving of six months’ notice, if not, immediately for cause. Mr. Sala cannot resign without prior approval from the Board. Following termination of employment, for a period of 24 months thereafter, Mr. Sala is subject to certain restrictive covenants, including restrictions on soliciting or providing goods or services to certain customers, employing or enticing away from the group certain persons employed by any group company or being involved with any business in competition with the any group company, among others. As consideration for compliance with the post-employment restrictive covenants, Mr. Sala is entitled to a lump sum payment equal to two years’ base salary and any STI payments for the two financial years prior to the date of termination.

According to a severance agreement entered into between the Company and Mr. Sala (which supersedes a stability agreement originally entered into on February 20, 2012 between Mr. Sala and legacy GTECH S.p.A. and then assigned to Lottomatica S.p.A. as part of the merger), subject to Mr. Sala working his notice period, he is entitled to a severance payment equal to one year’s base salary (plus any amounts owed to Mr. Sala) and a pro-rated STI payment as of the date of termination based on the projection of the Company's full year business and financial results. The severance payment is subject to the Company determining that Mr. Sala is a good leaver which includes, but is not limited to, circumstances involving redundancy, permanent incapacity, or retirement with the agreement of the Company. No severance payment will be made if Mr. Sala’s employment is terminated for cause.

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The table below sets out the provisions of Mr. Sala's service and severance agreements with the Parent.
 
Period
Estimated Value at December 31, 2019 ($) (1)
Severance Provisions
 
 
Base Pay
12-months
1,000,000

STI
Pro-rated at termination date (2)
 
Non-Compete Provisions
 
 
Additional Base Pay
Actual base for last 2 years
2,000,000

Projected STI
Actual payout for last 2 years (2017 & 2018)
4,157,250

 
Total Value
7,157,250

(1) Excludes impact of FX payments and tax equalization, per Mr. Sala's employment contract, which is calculated as of the payment dates.
(2) Mr. Sala is also entitled to receive a pro-rated STI payment as of the date of termination based on a projection of the Company's full year business and financial results. As of December 31, 2019, this amount is equal to the 2019 Annual Bonus expected to be paid in March 2020, which is disclosed in the summary of compensation table above.

The Parent will also fully reimburse all executives for business expenses incurred in accordance with Company policy.

C. 
Board Practices
 
As of February 24, 2020, the Board consists of 10 members. The current directors were elected by shareholder vote on May 17, 2019, other than Dr. Ravich who was appointed to the Board in July 2019. See “Item 6.A. Directors, Senior Management, and Employees” above. The term of office of the current Board will expire at the conclusion of the next annual general meeting of the Company, with the exception of Marco Sala, the Chief Executive Officer, who was re-elected for a term of three years at the Company's annual general meeting in 2018. Each director may be re-elected at any subsequent general meeting of shareholders. None of the Parent's directors have service contracts with the Parent (or any subsidiary) providing for benefits upon termination of employment as a director.
 
The directors are responsible for the management of the Company’s business, for which purpose they may exercise all of the powers of the Parent whether relating to the management of the business or not. As described above in section “Item 6.A. Directors, Senior Management, and Employees,” as of February 24, 2020, the Board is comprised of (i) seven independent directors including James F. McCann, the Vice Chairperson of the Board and Lead Independent Director, and (ii) three non-independent directors including the Parent’s CEO, Marco Sala, the Board's Chairperson, Lorenzo Pellicioli, and Marco Drago. Messrs. Pellicioli and Drago are the chief executive officer and chairperson of the board, respectively, of De Agostini, the Parent's controlling shareholder.
 
The Board has the following committees: (1) an Audit Committee, (2) a Nominating and Corporate Governance Committee, and (3) a Compensation Committee. The membership of each committee meets the independence and eligibility requirements of the NYSE and applicable law.  The members of each committee are appointed by and serve at the discretion of the Board until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The chairperson of each committee is appointed by the Board.

The Audit Committee
 
The Parent’s Audit Committee is responsible for, among other things, assisting the Board's oversight of:

the integrity of the Parent’s financial statements;
the Parent’s compliance with legal and regulatory requirements;
the independent registered public accounting firm’s qualifications and independence; and
the performance of the Parent’s internal audit function and independent registered public accounting firm.
 
As of February 24, 2020, the Audit Committee consists of Vincent L. Sadusky (chairperson), Paget L. Alves, and Heather J. McGregor. Each member of the Audit Committee must meet the financial literacy requirement, as such qualification is interpreted by the Board in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. In addition, at least one member of the Audit Committee must have accounting or related financial management expertise, as the Board interprets such qualification in its business judgment. See “Item 16.A. Audit Committee Financial Expert” of this annual report on Form 20-F for additional information regarding Audit Committee financial experts.

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The Compensation Committee
 
The purpose of the Compensation Committee is to discharge the responsibilities of the Board relating to compensation of the Parent’s executives and directors. The Compensation Committee is responsible for, among other things:

ensuring that provisions regarding disclosure of information, including pensions, as set out in the Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations 2008 (U.K.), are fulfilled;
producing a report of the Parent’s remuneration policy and practices to be included in the Parent’s U.K. annual report and ensure that it is approved by the Board and put to shareholders for approval at the annual general meeting in accordance with the Companies Act 2006;
reviewing management recommendations and advising management on broad compensation policies such as salary
ranges, deferred compensation, incentive programs, pension, and executive stock plans;
reviewing and approving goals and objectives relevant to the CEO’s compensation, evaluating the CEO’s performance
in light of those goals and objectives, and setting the CEO’s compensation level;
monitoring issues associated with CEO succession (in non-emergencies) and management development
making recommendations to the Board with respect to the Parent’s non-CEO executive officer compensation;
reviewing and recommending director compensation;
creating, modifying, amending, terminating, and monitoring compliance with stock ownership guidelines for executives and directors; and
designing, reviewing and amending the Company's policies relating to anti-harassment and coercion, and providing oversight of the enforcement of such policies by the Company's People & Transformation department.

As of February 24, 2020, the Compensation Committee consists of Gianmario Tondato da Ruos (chairperson), Alberto Dessy, and Mr. Alves.
 
The Nominating and Corporate Governance Committee
 
The Nominating and Corporate Governance Committee is responsible for, among other things:

recommending to the Board, consistent with criteria approved by the Board, the names of qualified persons to be
nominated for election or re-election as directors and the membership and chairperson of each Board committee;
reviewing directorships in other public companies held by or offered to directors and senior officers of the Parent;
making recommendations to the Board for any changes, amendments, and modifications to the Parent's code of conduct and promptly disclosing any waivers for directors or executive officers, as required by applicable law;
monitoring and reassessing from time to time the Parent's Corporate Governance Guidelines and recommending any
changes to the Board;
determining, at least annually, the independence of each director under the independence requirements of the NYSE
and any other regulatory requirements and report such findings to the Board;
overseeing, at least annually, the evaluation of the performance of the Board and each Board committee, as well as individual directors where appropriate;
assisting the Parent in making the periodic disclosures related to the Nominating and Corporate Governance
Committee and required by rules issued or enforced by the SEC;
making recommendations to the Board concerning CEO emergency succession plans;
considering Parent’s legal obligations in the context of nominations and corporate governance, including any changes in applicable law and to recommendations and associated guidance from advisors, professional bodies, and proxy advisory firms; and
overseeing management's corporate social responsibility program and giving due consideration to environmental and social matters that could impact the Company, the environment or the communities in which the Company operates.
 
As of February 24, 2020, the Nominating and Corporate Governance Committee consists of Mr. McCann (chairperson), Mr. Dessy, and Dr. Ravich.
 
The charters for each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are available at www.igt.com; information contained thereon, including each committee charter, is not included in, or incorporated by reference into, this annual report on Form 20-F.
 

64


Indemnification of Members of the Board
 
The Parent has committed, to the fullest extent permitted under applicable law, to indemnify and hold harmless (and advance any expenses incurred, provided that the person receiving such advancement undertakes to repay such advances if it is ultimately determined such person was not entitled to indemnification), each of the Parent’s and IGT’s and their subsidiaries’ present and former directors, officers, and employees against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities, and settlement amounts paid in connection with any claim, action, suit, proceeding, or investigation arising out of or related to such person’s service as a director, officer, or employee of the Parent or IGT or any of their subsidiaries.
 
The Articles and IGT’s certificate of incorporation and bylaws provide, and will continue to provide for six years following the formation of the Company, for the exculpation and indemnification of, and advancement of expenses to, the Parent's and IGT's directors, officers, and employees.

D.
Employees
 
At December 31, 2019, the Company conducted business in approximately 100 countries on six continents and had 11,922 employees. The Company believes that its relationship with its employees is generally satisfactory. Most of the Company’s employees are not represented by any labor union. However, labor agreements are common in some countries around the world and the Company recognizes such arrangements and works closely with the applicable work councils. Relations with the Company’s mid-level employees and production workers in Italy are subject to Italy’s national collective bargaining agreement for the metalworks industry. Relations with the Company’s executives in Italy are subject to the national collective bargaining agreement for executives in the industry companies producing services (CCNL Dirigenti Industria).  During the last four years, the Company has not experienced any strike that significantly influenced its business activities. In the United States, three organizational units, totaling less than 100 employees, have elected representation by third-party union organizations. Collective bargaining agreements are in place with two of the organizational units and the Company is negotiating in good faith a collective bargaining agreement with the third organizational unit.

The Company is operated under four business segments supported by central corporate support functions.
 
Employees by Segment
 
 
At December 31,
 
 
2019
 
2018
 
2017
North America Gaming and Interactive (1) (2) (3)
 
5,287

 
5,438

 
4,777

North America Lottery (2)
 
1,642

 
1,635

 
2,608

International (3)
 
1,406

 
1,505

 
1,542

Italy (3)
 
2,077

 
2,034

 
1,950

Corporate Support (1)
 
1,510

 
1,488

 
1,401

 
 
11,922

 
12,100

 
12,278


(1) In 2018, there was a re-organization that moved Internal IT Services headcount from North America Gaming and Interactive to the Corporate Support organization as part of the new CIO group.
(2) In 2018, there was a re-organization that combined functions from North America Gaming and Interactive and North America Lottery which increased headcount in North America Gaming and Interactive and decreased headcount in North America Lottery.
(3) In 2017, there was a re-organization that moved headcount from North America Gaming and Interactive to the International and Italy organizations.

The chart above includes 131, 147, and 172 interns and temporary employees at December 31, 2019, 2018, and 2017, respectively.

At December 31, 2019, the proportion of women among permanent employees was 31.06% and 18.66% of employees with the title of vice president or higher were female.

In 2019, 869 employees left the Company voluntarily. The staff voluntary attrition rate was 7.32%, compared to 7.88% in 2018 and 6.74% in 2017. Additionally, 488 employees had their employment involuntarily terminated, 117 of which were workforce reductions.

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E. 
Share Ownership
 
Executive Stock Ownership Requirements
 
On July 28, 2015, the Board approved share ownership guidelines for Senior Vice Presidents and above. Below is a summary of the guidelines.
Policy Effective Date:
 
July 28, 2015
Stock Ownership Guidelines apply to:
 
Share plans starting in 2015
Any award vesting after the Policy Effective Date
Unvested Options as of the Policy Effective Date
Covered Executives:
 
CEO
Business Unit CEOs and Executive Vice Presidents
Senior Vice Presidents
Ownership Requirement Multiple of Base Salary:
 
CEO - 5X
Business Unit CEOs and Executive Vice Presidents - 3X
Senior Vice Presidents - 1X
Shares Included in Ownership:
 
All shares beneficially owned regardless of whether they are from a plan of the Parent or purchased on the market
Vested shares held in a trust to benefit the executive or family members
Shares under the legacy GTECH plans where vesting has been determined (earned) but shares have not been released
Note that Unearned Performance Shares do not count towards the Stock Ownership Guidelines until earned. (i.e., Performance Factor has not been determined/applied)
Legacy GTECH Holding Requirements:
 
Holding requirements stated in legacy GTECH Plans are still in effect, in addition to the new Stock Ownership Guidelines
Additional Holding Requirement - Not in Compliance with Stock Ownership Requirements:
 
50% of after tax options or shares that vest or are exercised after the effective date of the Stock Ownership Guidelines
Additional Holding Requirement - In Compliance with Stock Ownership Requirements:
 
20% of after tax options or shares that are exercised or vest for a period of 3 years following the exercise or vest date
 
Director Stock Ownership Requirements
 
Beginning November 10, 2020 (or five years after joining the Board if such date is subsequent to November 10, 2020), each non-executive director is expected to hold, for as long as they remain on the Board, ordinary shares of the Parent that have a fair market value equal to at least three times the base annual retainer amount then in effect for non-executive directors.  The current base annual retainer amount is $100,000.

The following table sets forth information, as of February 24, 2020, regarding the beneficial ownership of the Parent's ordinary shares, including:
 
each member of the Board;
each executive officer and senior consultant of the Parent; and
all members of the Board, executive officers, and senior consultant, taken together.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, the Parent believes that each shareholder identified in the table possesses sole voting and investment power over all ordinary shares of the Parent shown as beneficially owned by that shareholder. Percentage of beneficial ownership is based on approximately 204.4 million ordinary shares of the Parent outstanding as of February 24, 2020

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Name of Beneficial Owner
 
Number of
Ordinary
Shares(1)
 
Number of Ordinary Shares issuable upon vest within 60 days(2)
 
Percentage(3)
Directors:
 
 

 
 
 
 
Lorenzo Pellicioli
 
102,435

 

 
0.05
James F. McCann
 
99,770

 

 
0.05
Paget L. Alves
 
20,510

 

 
0.01
Alberto Dessy
 
29,176

 

 
0.01
Marco Drago
 
32,649

 

 
0.02
Heather J. McGregor
 
9,570

 

 
Less than 0.005
Dr. Samantha F. Ravich
 

 

 
Vincent L. Sadusky
 
40,188

 

 
0.02
Marco Sala
 
1,687,413

 
80,083

 
0.86
Gianmario Tondato da Ruos
 
27,058

 

 
0.01
Non-Director Executive Officers:
 
 

 
 

 
 
Renato Ascoli
 
219,198

 
35,040

 
0.12
Walter Bugno
 
316,081

 
25,500

 
0.17
Fabio Cairoli
 
55,355

 
21,609

 
0.04
Fabio Celadon
 
32,044

 
4,425

 
0.02
Mario Di Loreto
 
3,052

 
9,444

 
0.01
Scott Gunn
 
39,637

 
5,781

 
0.02
Wendy Montgomery
 

 

 
Timothy M. Rishton
 
14,268

 
3,041

 
0.01
 
 
2,728,404

 
184,923

 
1.43

(1) Includes shares issuable upon the exercise of options which are exercisable as of February 24, 2020, the details of which are included in the "Amount Exercisable (Vested)" in the table below.
(2) Represents performance share units expected to vest in the next 60 days, fractional amounts have been rounded down to the nearest whole number. Excludes shares issuable upon the exercise of options.
(3) Any securities not outstanding that are subject to options or conversion privileges exercisable within 60 days of February 24, 2020 are deemed outstanding for the purpose of computing the percentage of outstanding securities of the class owned by any person holding such securities and by all Board members and executive officers as a group, but are not deemed outstanding for the purpose of computing the percentage of the class owned by any other individual person. Except where noted, percentages have been rounded to the nearest hundredth.
 
The table below sets forth the options on the Parent’s ordinary shares granted to each executive officer that were outstanding as of February 24, 2020. As of such date, Messrs. Ascoli, Cairoli, and Di Loreto and Ms. Montgomery did not hold outstanding options. Further, none of the directors held outstanding options, other than Mr. Sala. For each of the option grants listed below, the options are exercisable for ordinary shares of the Parent, and there is no purchase price applicable to the options other than the exercise price indicated below. 
Name
 
Grant Date
 
Amount of
Shares
Underlying
Grant
 
Amount
Exercisable (Vested)
 
Amount
Unexercisable (Unvested)
 
Exercise
Price
 
Expiration Date
Marco Sala
 
July 31, 2014
 
420,673

 
328,124

 

 
$
20.29

 
May 26, 2020
 
 
November 30, 2015
 
250,000

 
250,000

 

 
$
15.53

 
December 31, 2022
 
 
May 15, 2018
 
172,500

 
 
172,500

 
$
30.12

 
May 15, 2024
Walter Bugno
 
July 31, 2014
 
117,521

 
91,666

 

 
$
20.29

 
May 26, 2020
Fabio Celadon
 
July 31, 2014
 
17,094

 
13,333

 

 
$
20.29

 
May 26, 2020
Scott Gunn
 
July 31, 2014
 
27,029

 
21,082

 

 
$
20.29

 
May 26, 2020
Timothy M. Rishton
 
July 31, 2014
 
3,739

 
2,916

 

 
$
20.29

 
May 26, 2020

For a further discussion of stock-based employee compensation, please see “Notes to the Consolidated Financial Statements—20. Stock-Based Compensation.”


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Item 7.                
Major Shareholders and Related Party Transactions

A. 
Major Shareholders
 
At February 24, 2020, the Parent's outstanding capital stock consisted of 204,435,333 ordinary shares having a nominal value of $0.10 per share, 204,435,333 special voting shares of $0.000001 each, and 50,000 sterling non-voting shares of £1 each, held by Intertrust N.V. Each ordinary share carries one vote and each special voting share carries 0.9995 votes.
 
The following table sets forth information with respect to beneficial ownership of the Parent's ordinary shares by persons known by the Parent to beneficially own 5% or more of voting rights as a result of their ownership of ordinary shares and election to exercise the votes of special voting shares by placing the associated ordinary shares on the Loyalty Register as of February 24, 2020.
Name of Beneficial Owner
Number of 
Ordinary
Shares Owned
Percent of 
Ordinary
Shares Owned
Number of Ordinary Shares on the Loyalty Register
Percent of Total 
Voting Power
De Agostini S.p.A.
103,422,324

50.59
%
103,422,324

67.18
%
 
At February 24, 2020, B&D Holding S.p.A. ("B&D Holding") owned 61.24% of De Agostini. Marco Drago is the chairperson and a director of B&D Holding, and Lorenzo Pellicioli is a director of B&D Holding. B&D Holding is in turn owned by members of the Boroli and Drago families.

Significant Changes in Ownership

Prior to January 1, 2018, De Agostini's wholly-owned subsidiary, DeA Partecipazioni S.p.A., held 10,073,006 ordinary shares. Effective January 1, 2018, DeA Partecipazioni S.p.A. merged into De Agostini, resulting in the transfer of ownership of 10,073,006 ordinary shares from DeA Partecipazioni S.p.A. to De Agostini.

On May 22, 2018, De Agostini entered into a variable forward transaction (the "Variable Forward Transaction") with Credit Suisse International ("Credit Suisse") relating to 18.0 million of the Company's ordinary shares owned by De Agostini (the "Variable Forward Transaction Shares"). As part of the Variable Forward Transaction, to hedge its exposure Credit Suisse or its affiliates borrowed approximately 13.2 million of the Company's ordinary shares from third-party stock lenders and subsequently sold such ordinary shares in an underwritten public offering through Credit Suisse Securities (USA) LLC, acting as the underwriter, pursuant to an automatically effective registration statement on Form F-3 (including a base prospectus) filed by the Company with the SEC on May 21, 2018.

The Variable Forward Transaction does not currently impact De Agostini's ownership and voting rights with respect to the Variable Forward Transaction Shares, though if De Agostini pledges any of the Variable Forward Transaction Shares to Credit Suisse as part of the Variable Forward Transaction at a future date, the Variable Forward Transaction Shares will be removed from the Loyalty Register. Credit Suisse will also have, in the event of a De Agostini default or similar enforcement event pursuant to the Variable Forward Transaction, the right to vote or direct the vote and dispose of or direct the disposition of the Variable Forward Transaction Shares pledged by De Agostini, but not to direct the votes of the related Special Voting Shares unless they subsequently elect to place such shares on the Loyalty Register in accordance with the terms of the Loyalty Plan.

De Agostini elected, effective as of May 25, 2018, to place all its owned ordinary shares, including the Variable Forward Transaction Shares, on the Loyalty Register, thereby gaining the power to exercise the votes of the related Special Voting Shares. As of February 28, 2019, no other shareholder has elected to place any ordinary shares on the Loyalty Register. For more information regarding the Special Voting Shares and the Loyalty Register, please see “Item 10.B Memorandum and Articles of Association—Loyalty Plan.”

Voting Rights 
 
De Agostini controls the Parent but does not have different voting rights from the Parent's other shareholders, aside from the election to exercise the votes of the special voting shares related to the shares owned by De Agostini. However, through its voting rights, De Agostini has the ability to control the Company and significantly influence the decisions submitted to a vote of the Parent's shareholders, including approval of annual dividends, the election and removal of directors, mergers or other business combinations, the acquisition or disposition of assets, and issuances of equity, and the incurrence of indebtedness.


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Additional Share Information
 
The Parent's ordinary shares are listed and can be traded on the NYSE in U.S. dollars. The Parent's ordinary shares may be held in the following two ways:
 
beneficial interests in the Parent's ordinary shares that are traded on the NYSE are held through the book-entry system provided by The Depository Trust Company (“DTC”) and are registered in the register of shareholders in the name of Cede & Co., as DTC’s nominee; and

in certificated form
 
All of the Parent's ordinary shares are held on the U.S. registry. At February 24, 2020, there were 206 record holders in the U.S. holding approximately 49.41% of the Parent's outstanding ordinary shares, including ordinary shares held by Cede & Co., the nominee for DTC. Ordinary shares held through DTC may be beneficially owned by holders within or outside of the U.S. The shares held by De Agostini are beneficially owned by an entity organized under the laws of Italy. At February 24, 2020, there were 204,435,333 special voting shares of the Parent outstanding, which are all held by Computershare Company Nominees Limited in its capacity as the nominee appointed by the Parent to hold the special voting shares under the terms of the Parent’s Loyalty Plan.
 
The Parent's special voting shares are not listed on the NYSE and will be transferable only in very limited circumstances. For more information regarding the Special Voting Shares, please see “Item 10.B Memorandum and Articles of Association—Loyalty Plan.”

B. 
Related Party Transactions

The Company engages in business transactions with certain related parties, which include (i) entities and individuals capable of exercising control, joint control, or significant influence over the Company, (ii) De Agostini or entities directly or indirectly controlled by De Agostini and (iii) unconsolidated subsidiaries or joint ventures of the Company. Members of the Parent's Board of Directors, executives with authority for planning, directing, and controlling the activities of the Company and such Directors' and executives' close family members are also considered related parties.

The Company is majority-owned by De Agostini. Amounts receivable from De Agostini and subsidiaries of De Agostini (the "De Agostini Group") are non-interest bearing. Transactions with the De Agostini Group include payments for support services provided and office space rented pursuant to a lease entered into prior to the formation of the Company. In addition, certain of the Company's Italian subsidiaries have a tax unit agreement, and in some cases, a value-added tax agreement, with De Agostini pursuant to which De Agostini consolidates certain Italian subsidiaries of De Agostini for the collection and payment of taxes to the Italian tax authority. Tax-related receivables from De Agostini were $2.0 million and $0.4 million at December 31, 2019 and 2018, respectively. Tax-related payables to De Agostini were $17.0 million and $12.3 million at December 31, 2019 and 2018, respectively.

The Company generally carries out transactions with related parties on commercial terms that are normal in their respective markets, considering the characteristics of the goods or services involved. For a further discussion of transactions with related parties, including transactions with De Agostini and companies in which we have strategic investments that develop software, hardware, and other technologies or provide services supporting the Company's technologies, please see “Notes to the Consolidated Financial Statements - 23. Related Party Transactions.”

C.
Interests of Experts and Counsel
 
Not applicable.

Item 8.                 Financial Information
 
A.
Consolidated Statements and Other Financial Information
 
See “Item 18. Financial Statements” for the Company's Consolidated Financial Statements including the Notes thereto and report of its independent registered accounting firm. The Company has not yet implemented a formal policy on dividend distributions.
 

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B.
Significant Changes
 
No significant changes have occurred since December 31, 2019, the date of the financial statements included in this annual report on Form 20-F.

Item 9.        The Offer and Listing
 
A.
Offer and Listing Details
 
The Parent's ordinary shares are listed on the NYSE under the symbol “IGT.” 
B.
Plan of Distribution
Not applicable.
C.
Markets
The Parent's outstanding ordinary shares are listed on the NYSE under the symbol “IGT.”
D.
Selling Shareholders
Not applicable.
E.
Dilution
Not applicable.
F.
Expenses of the Issue
Not applicable.

Item 10. 
Additional Information

A.
Share Capital
 
Not applicable.

B.     Memorandum and Articles of Association
 
The Parent is a public limited company registered in England and Wales under company number 09127533. Its objects are unrestricted, in line with the default position under the Companies Act 2006, as amended. The following is a summary of certain provisions of the Articles and of the applicable laws of England. The following is a summary and, therefore, does not contain full details of the Articles, which are attached as Exhibit 1.1 to this annual report on Form 20-F.
 
The Parent's board of directors (the “Board”)
 
Directors’ interests
 
Except as otherwise provided in the Articles, a director may not vote on or be counted in the quorum in relation to a resolution of the directors or committee of the directors concerning a matter in which he has a direct or indirect interest which is, to his knowledge, a material interest (otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise in or through the Parent), including with respect to compensation, but this prohibition does not apply to any interest arising only because a resolution concerns any of the following matters:
 
the giving of a guarantee, security, or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Parent or any of its subsidiary undertakings;

the giving of a guarantee, security, or indemnity in respect of a debt or obligation of the Parent or any of its subsidiary undertakings for which the director has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;


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a transaction or arrangement concerning an offer of shares, debentures, or other securities of the Parent or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

a transaction or arrangement to which the Parent is or is to be a party concerning another company (including a subsidiary undertaking of the Parent) in which he or any person connected with him is interested (directly or indirectly) whether as an officer, shareholder, creditor, or otherwise (a “relevant company”), if he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in sections 820 to 825 of the CA 2006) representing 1% or more of either any class of the equity share capital (excluding any share of that class held as treasury shares) in the relevant company or of the voting rights available to members of the relevant company;

a transaction or arrangement for the benefit of the employees of the Parent or any of its subsidiary undertakings (including any pension fund or retirement, death or disability scheme) which does not award him a privilege or benefit not generally awarded to the employees to whom it relates; or

a transaction or arrangement concerning the purchase or maintenance of any insurance policy for the benefit of directors or for the benefit of persons including directors.

Directors’ borrowing powers
 
The directors may exercise all the powers of the Parent to borrow money and to mortgage or charge all or part of the undertaking, property, and assets (present or future) and uncalled capital of the Parent and, subject to the CA 2006, to issue debentures and other securities, whether outright or as collateral security for a debt, liability, or obligation of the Parent or of a third party.
 
Directors’ shareholding requirements
 
A director need not hold shares in the Parent to qualify to serve as a director.
 
Age limit
 
There is no age limit applicable to directors in the Articles.
 
Compliance with NYSE Rules
 
For as long as the Parent’s ordinary shares are listed on the NYSE, the Parent will comply with all NYSE corporate governance standards set forth in Section 3 of the NYSE Listed Company Manual applicable to non-controlled domestic U.S. issuers, regardless of whether the Parent is a foreign private issuer.
 
Classes of shares
 
The Parent has three classes of shares in issue. This includes ordinary shares of U.S. $0.10 each; special voting shares of U.S. $0.000001 each (the “Special Voting Shares”); and sterling non-voting shares of £1.00 each (the “Sterling Non-Voting Shares”).
 
Dividends and distributions
 
Subject to the CA 2006, the Parent's shareholders may declare a dividend on the Parent's ordinary shares by ordinary resolution, and the Board may decide to pay an interim dividend to holders of the Parent's ordinary shares in accordance with their respective rights and interests in the Parent, and may fix the time for payment of such dividend. Under English law, dividends may only be paid out of distributable reserves, defined as accumulated realized profits not previously utilized by distribution or capitalization less accumulated realized losses to the extent not previously written off in a reduction or reorganization of capital duly made, and not out of share capital, which includes the share premium account.
 
The Special Voting Shares and Sterling Non-Voting Shares do not entitle their holders to dividends.
 
If 12 years have passed from the date on which a dividend or other sum from the Parent became due for payment and the distribution recipient has not claimed it, the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the Parent.
 

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The Articles also permit a scrip dividend scheme under which the directors may, with the prior authority of an ordinary resolution of the Parent, allot to those holders of a particular class of shares who have elected to receive them further shares of that class or ordinary shares in either case credited as fully paid instead of cash in respect of all or part of a dividend or dividends specified by the resolution.

Voting rights
 
Subject to any rights or restrictions as to voting attached to any class of shares and subject to disenfranchisement in the event of non-payment of any call or other sum due and payable in respect of any shares not fully paid, the voting rights of shareholders of the Parent in a general meeting are as follows:
 
1.              On a show of hands,
 
a.              the shareholder of the Parent who (being an individual) is present in person or (being a corporation) is present by a duly authorized corporate representative at a general meeting of the Parent will have one vote; and
 
b.             every person present who has been appointed by a shareholder as a proxy will have one vote, except where:
 
i.                  that proxy has been appointed by more than one shareholder entitled to vote on the resolution; and
 
ii.               the proxy has been instructed:
 
A.            by one or more of those shareholders to vote for the resolution and by one or more of those shareholders to vote against the resolution; or
 
B.     by one or more of those shareholders to vote in the same way on the resolution (whether for or against) and one or more of those shareholders has permitted the proxy discretion as to how to vote, in which case, the proxy has one vote for and one vote against the resolution.
 
2.              On a poll taken at a meeting, every qualifying shareholder present and entitled to vote on the resolution has one vote for every ordinary share of the Parent of which he, she, or it is the holder, and 0.9995 votes for every Special Voting Share for which he, she, or it is entitled under the terms of the Parent’s loyalty voting structure to direct the exercise of the vote.
 
Under the Articles, a poll on a resolution may be demanded by the chairperson, the directors, five or more people having the right to vote on the resolution, or a shareholder or shareholders (or their duly appointed proxies) having not less than 10% of either the total voting rights or the total paid up share capital. Once a resolution is declared, such persons may demand the poll both in advance of, and during, a general meeting, either before or immediately after a show of hands on such resolution.
 
In the case of joint holders, only the vote of the senior holder who votes (or any proxy duly appointed by him) may be counted by the Parent.
 
The necessary quorum for a general shareholder meeting is the shareholders who together represent at least a majority of the voting rights of all the shareholders entitled to vote at the meeting, present in person or by proxy, save that if the Parent only has one shareholder entitled to attend and vote at the general meeting, one shareholder present in person or by proxy at the meeting and entitled to vote is a quorum. In case of a meeting requisitioned by the shareholders, where the quorum is not met the meeting is dissolved. In case of other meetings, where the quorum is not met, the meeting is adjourned. If a meeting is adjourned for lack of quorum, the quorum of the adjourned meeting will be one shareholder present in person or by proxy.
 
The Sterling Non-Voting Shares carry no voting rights (save where required by law).

Winding up

On a return of capital of the Parent on a winding up or otherwise, the holders of the Parent's ordinary shares (and any other shares outstanding at the relevant time which rank equally with such shares) will share equally, on a share for share basis, in the Parent’s assets available for distribution, save that:

the holders of the Special Voting Shares will be entitled to receive out of the assets of the Parent available for distribution to its shareholders the sum of, in aggregate, U.S. $1.00 but shall not be entitled to any further participation in the assets of the Parent; and

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the holders of the Sterling Non-Voting Shares will be entitled to receive out of the assets of the Parent available for distribution to its shareholders the sum of, in aggregate, £1.00 but shall not be entitled to any further participation in the assets of the Parent,
 
but in no case will any of such holders be entitled to any further participation in the assets of the Parent.
 
Redemption provisions
 
The Parent's ordinary shares are not redeemable.
 
The Special Voting Shares may be redeemed by the Parent for nil consideration in certain circumstances (as set out in the Articles).
 
The Sterling Non-Voting Shares may be redeemed by the Parent for nil consideration at any time.
 
Sinking fund provisions
 
None of the Parent's shares are subject to any sinking fund provision under the Articles or as a matter of English law.
 
Liability to further calls
 
No holder of any share in the Parent is liable to make additional contributions of capital in respect of its shares.
 
Discriminating provisions
 
There are no provisions discriminating against a shareholder because of his or her ownership of a particular number of shares.
 
Variation of class rights
 
Any special rights attached to any shares in the Parent's capital may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated, either while the Parent is a going concern or during or in contemplation of a winding up, with the consent in writing of those entitled to attend and vote at general meetings of the Parent representing 75.0% of the voting rights attaching to the Parent's ordinary shares and the Special Voting Shares, in aggregate, which may be exercised at such meetings, or with the sanction of 75% of those votes attaching to the Parent's ordinary shares and the Special Voting Shares, in aggregate, cast on a special resolution proposed at a separate general meeting of all those entitled to attend and vote at the Parent's general meetings, but not otherwise. The CA 2006 allows an English company to vary class rights of shares by a resolution of 75.0% of the shareholders of the class in question. The Articles treat the Parent's ordinary shares and the Special Voting Shares as a single class for the purposes of voting.
 
A resolution to vary any class rights relating to the giving, variation, revocation or renewal of any authority of the directors to allot shares or relating to a reduction of the Parent’s capital may only be varied or abrogated in accordance with the CA 2006 but not otherwise.
 
The rights attached to a class of shares are not, unless otherwise expressly provided for in the rights attaching to those shares, deemed to be varied by the creation, allotment, or issue of further shares ranking pari passu with or subsequent to them or by the purchase or redemption by the Parent of its own shares in accordance with the CA 2006.

General meetings and notices
 
The Board has the power to call a general meeting of shareholders at any time. The Board shall determine whether a general meeting (including an annual general meeting) is to be held as a physical general meeting or an electronic general meeting (or a combination thereof). In addition, the Board must convene such a meeting if it has received requests to do so from shareholders representing at least 5% of the paid up share capital of the Parent as carries voting rights at general meetings in accordance with section 303 of the CA 2006.
 
An annual general meeting must be called by not less than 21 clear days’ notice (i.e., excluding the date of receipt or deemed receipt of the notice and the date of the meeting itself). All other general meetings will be called by not less than 14 clear days’ notice. A general meeting may be called by shorter notice if it is agreed to by a majority in number of the shareholders having the

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right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving that right. At least seven clear days’ notice is required for any meeting adjourned for 28 days or more or for an indefinite period.
 
The notice of a general meeting will be given to the shareholders (other than any who, under the provisions of the Articles or the terms of allotment or issue of shares, are not entitled to receive notice), to the Board, to the beneficial owners nominated to enjoy information rights under the CA 2006, and to the auditors. The shareholders entitled to receive notice of and attend a general meeting are those on the share register at the close of business on a day determined by the directors. Under English law, the Parent is required to hold an annual general meeting within six months from the day following the end of its fiscal year and, subject to the foregoing, the meeting may be held at a time and place (whether physical or electronic or a combination thereof) determined by the Board whether within or outside of the U.K.
 
The notice of general meeting must specify a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the share register in order to have the right to attend or vote at the meeting. Only such persons or their duly appointed proxies have the right to attend and vote at the meeting of shareholders.
 
Limitations on rights to own shares
 
There are no limitations imposed by the Articles or the applicable laws of England on the rights to own shares, including the right of non-residents or foreign persons to hold or vote the Parent's shares, other than limitations that would generally apply to all shareholders.
 
Change of control
 
There is no specific provision in the Articles that directly would have an effect of delaying, deferring, or preventing a change in control of the Parent and that would operate only with respect to a merger, acquisition, or corporate restructuring involving the Parent or any of its subsidiaries. However, the loyalty voting structure may make it more difficult for a third party to acquire, or attempt to acquire, control of the Parent. As a result of the loyalty voting structure, it is possible that a relatively large portion of the voting rights of the Parent could be concentrated in a relatively small number of holders who would have significant influence over the Parent. Such shareholders participating in the loyalty voting structure could reduce the likelihood of change of control transactions that may otherwise benefit holders of the Parent's ordinary shares. For a discussion of this risk, see “Item 3. Key Information - D. Risk Factors."
 
Disclosure of ownership interests in shares
 
Under article 59 of the Articles, shareholders must comply with the notification obligations to the Parent contained in Chapter 5 (Vote Holder and Issuer Notification Rules) of the Disclosure Guidance and Transparency Rules (“DTR”) (including, without limitation, the provisions of DTR 5.1.2) as if the Parent were an issuer whose home member state is in the United Kingdom, save that the obligation arises if the percentage of voting rights reaches, exceeds, or falls below 1% and each one percent threshold thereafter (up or down) up to 100%. In effect, this means that a shareholder must notify the Parent if the percentage of voting rights in the Parent it holds reaches 1% and crosses any one percent threshold thereafter (up or down).
 
Section 793 of the CA 2006 gives the Parent the power to require persons whom it knows have, or whom it has reasonable cause to believe have, or within the previous three years have had, any ownership interest in any shares of the Parent to disclose specified information regarding those shares. Failure to provide the information requested within the prescribed period (or knowingly or recklessly providing false information) after the date the notice is sent can result in criminal or civil sanctions being imposed against the person in default.
 
Under article 60 of the Articles, if any shareholder, or any other person appearing to be interested in the Parent's shares held by such shareholder, fails to give the Parent the information required by a section 793 notice, then the Board may withdraw voting and certain other rights, place restrictions on the rights to receive dividends, and transfer such shares (including any shares allotted or issued after the date of the Section 793 notice in respect of those shares).
 

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Changes in share capital
 
The Articles authorize the directors, for a period of up to five years from the date of the shareholder resolution granting them authority (which resolution was passed on July 28, 2015 in respect of purchase by the Company of ordinary shares), to purchase its own shares of any class, on the terms of any buyback contract approved by the shareholders (or otherwise as may be permitted by the CA 2006), provided that:
 
1.             the maximum aggregate number of the Parent's ordinary shares authorized to be purchased equals 20% of the total issued ordinary shares of the relevant class on April 7, 2015 (subject to adjustments for consolidation or division);
 
2.             the maximum price that may be paid to purchase an ordinary share of the Parent is 105% of the average market value of an ordinary share for the five business days prior to the day the purchase is made (subject to any further price restrictions contained in any buyback contract);
 
3.             the maximum aggregate number of Special Voting Shares authorized to be purchased will equal 20% of the total issued Special Voting Shares of the relevant class on April 7, 2015 (subject to adjustments for consolidation or division); and
 
4.              the maximum price that may be paid to purchase a Special Voting Share is its nominal value.
 
These provisions are more restrictive than required under English law; an English company is not required to set limits in its articles on the maximum aggregate number or price paid for an "off market" repurchase of its shares.
 
The Articles authorize the Company to allot (with or without conferring rights of renunciation), issue, grant options over or otherwise deal with or dispose of shares in the capital of the Company and to grant rights to subscribe for, or to convert any security into, shares in the capital of the Company to such persons, at such times and upon such terms as the Directors may decide, provided that no share may be issued at a discount. Pursuant to a shareholder resolution passed on May 17, 2019, for a period expiring (unless previously revoked, varied or renewed) at the end of the next annual general meeting of the Company or, if sooner, on 16 August 2020, directors are authorized to:

(i)
allot shares in the Parent, or to grant rights to subscribe for or to convert or exchange any security into shares in the Parent, up to an aggregate nominal amount (i.e., par value) of U.S. $6,813,040.10;

(ii)
allot Special Voting Shares and to grant rights to subscribe for, or to convert any security into, Special Voting Shares, up to a maximum aggregate nominal amount of $136.26; and

(iii)
exclude pre-emption rights in respect of such issuances up to an aggregate nominal amount (i.e., par value) of U.S. $1,201,956.02.
 
These provisions are more restrictive than required under English law which does not prescribe a limit for the maximum amounts for allotment of shares or exclusion of pre-emption rights.

Loyalty Plan
 
Scope
 
The Parent has implemented a loyalty plan (the “Loyalty Plan”), the purpose of which is to reward long-term ownership of the Parent's ordinary shares and promote stability of the Parent's shareholder base by granting long-term shareholders, subject to certain terms and conditions, with the equivalent of 1.9995 votes for each ordinary share that they hold.  The Loyalty Plan is governed by the provisions of the Articles and the Loyalty Plan Terms and Conditions from time to time adopted by the Board, a copy of which is available on the Company's website, together with some Frequently Asked Questions.
 
Characteristics of Special Voting Shares
 
Each Special Voting Share carries 0.9995 votes.  The Special Voting Shares and ordinary shares will be treated as if they are a single class of shares and not divided into separate classes for voting purposes (save upon a resolution in respect of any proposed termination of the Loyalty Plan).
 
The Special Voting Shares have only minimal economic entitlements.  Such economic entitlements are designed to comply with English law but are immaterial for investors.

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Issue
 
The number of Special Voting Shares on issue equals the number of ordinary shares on issue.  A nominee appointed by the Parent (the “Nominee”), which is currently Computershare Company Nominees Limited, holds the Special Voting Shares on behalf of the shareholders of the Parent as a whole, and will exercise the voting rights attached to those shares in accordance with the Articles.
 
Participation in the Loyalty Plan
 
In order to become entitled to elect to participate in the Loyalty Plan, a person must maintain ownership in accordance with the Loyalty Plan for a continuous period of three years or more (an “Eligible Person”). 
 
An Eligible Person within the Loyalty Plan Terms and Conditions may elect to participate in the Loyalty Plan by submitting a validly completed and signed election form (the “Election Form”) and, if applicable, the requisite custodial documentation, to the Parent’s designated agent (the “Agent”). The Election Form is available on the Company's website. Upon receipt of a valid Election Form and, if applicable, custodial documentation, the Agent will register the relevant ordinary shares on a separate register (the “Loyalty Register”). In order for an Eligible Person’s ordinary shares to remain on the Loyalty Register, they may not be sold, disposed of, transferred, pledged or subjected to any lien, fixed or floating charge or other encumbrance, except in very limited circumstances.
 
Voting arrangements
 
The Nominee will exercise the votes attaching to the Special Voting Shares held by it from time to time at a general meeting or a class meeting: (a) in respect of any Special Voting Shares associated with ordinary shares held by an Eligible Person, in the same manner as the Eligible Person exercises the votes attaching to those IGT PLC ordinary shares; and (b) in respect of all other Special Voting Shares, in the same percentage as the outcome of the vote of any general meeting (taking into account any votes exercised pursuant to (a) above).
 
The proxy or voting instruction form in respect of an Eligible Person’s ordinary shares will contain an instruction and authorization in favor of the Nominee to exercise the votes attaching to the Special Voting Shares associated with those ordinary shares in the same manner as that Eligible Person exercises the votes attaching to those ordinary shares.
 
Transfer or withdrawal
 
If, at any time and for any reason, one or more ordinary shares are de-registered from the Loyalty Register, or any ordinary shares held by an Eligible Person on the Loyalty Register are sold, disposed of, transferred (other than with the benefit of a waiver in respect of certain permitted transfers), pledged or subjected to any lien, fixed or floating charge or other encumbrance, the Special Voting Shares associated with those ordinary shares will cease to confer on the Eligible Person any voting rights (or any other rights) in connection with those Special Voting Shares and such person will cease to be an Eligible Person in respect of those Special Voting Shares.
 
A shareholder may request the de-registration of their ordinary shares from the Loyalty Register at any time by submitting a validly completed Withdrawal Form to the Agent.  The Agent will release the ordinary shares from the Loyalty Register within three business days thereafter.  Upon de-registration from the Loyalty Register, such ordinary shares will be freely transferable.  From the date on which the Withdrawal Form is processed by the Agent, the relevant shareholder will be considered to have waived their rights in respect of the relevant Special Voting Shares.
 
Termination of the Plan
 
The Loyalty Plan may be terminated at any time with immediate effect by a resolution passed on a poll taken at a general meeting with the approval of members representing 75% or more of the total voting rights attaching to the ordinary shares of members who, being entitled to vote on that resolution, do so in person or by proxy.  For the avoidance of doubt, the votes attaching to the Special Voting Shares will not be exercisable upon such resolution.

Upon termination of the Loyalty Plan, the directors may elect to redeem or repurchase the Special Voting Shares from the Nominee for nil consideration or cancel them, or convert the Special Voting Share into deferred shares carrying no voting rights and no economic rights (or any other rights), save that on a return of capital or a winding up, the holder of the deferred shares shall be entitled to, in aggregate, $1.00.

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Transfer
 
The Special Voting Shares may not be transferred, except in exceptional circumstances, e.g., for transfers between Loyalty Plan nominees.
 
Repurchase or redemption
 
Special Voting Shares may only be purchased or redeemed by the Parent in limited circumstances, including to reduce the number of Special Voting Shares held by the Nominee in order to align the aggregate number of ordinary shares and Special Voting Shares in issue from time to time, upon termination of the Loyalty Plan or pursuant to an off-market purchase arrangement. Special Voting Shares may be redeemed for nil consideration and repurchased for (depending on the circumstances) nil consideration or their nominal value.

C.    Material Contracts
 
Observer Agreement with De Agostini

On May 16, 2018, the Parent's directors approved the observer agreement (the “Observer Agreement”) between De Agostini and the Company permitting De Agostini to appoint an observer to attend meetings of the Parent's directors. On November 12, 2019, the Observer Agreement was renewed for a two-year term and Paolo Ceretti, a former director of the Parent, acknowledged and agreed to his renewed appointment by De Agostini as an observer pursuant to the terms of the Observer Agreement. Unless renewed, the Observer Agreement is set to expire following the meeting of the Parent's directors at which the financial results for the third quarter of 2021 are reviewed.
 
Agreements Related to the Italian Lotto License

In March 2016, the Parent, through its subsidiary Lottomatica, Italian Gaming Holding a.s., Arianna 2001, and Novomatic Italia (the "Consortium") entered into a consortium agreement (the "Consortium Agreement") to bid on the Italian Gioco del Lotto license (the “Lotto License”). On May 16, 2016, the Consortium was awarded management of the Lotto License for a nine-year term. Under the terms of the Consortium Agreement, Lottomatica is the principal operating partner to fulfill the requirements of the Lotto License. According to the bid procedure and Consortium Agreement, a joint venture company called Lottoitalia s.r.l ("Lottoitalia") has been established with Lottomatica having 61.5% equity ownership interest, and the remainder of the equity ownership shared among the other three Consortium members. For a further discussion of the Consortium Agreement's terms, please see "Notes to Consolidated Financial Statements—18.  Non-Controlling Interests.

Italian Scratch & Win License

In December 2017, the Parent, through its subsidiary Lotterie Nazionali S.r.l. ("LN") accepted a contract extension of nine years for the Italian Scratch & Win license. The Italian Scratch & Win license is managed exclusively by LN, a joint venture owned 64% by Lottomatica Holding S.r.l., with Scientific Games Corporation (20%), Arianna 2001 (15%), and Servizi in Rete S.p.A. (1%) as minority shareholders.

Related Party Agreements
 
For a discussion of the Company's related party transactions, including additional transactions with De Agostini, please see “Notes to the Consolidated Financial Statements—23.  Related Party Transactions.”
 
Compensation Arrangements
 
For a description of compensation arrangements with the Parent's directors and executive officers, please see “Item 6. Directors, Senior Managements and Employees — B. Compensation.”
 
Financing
 
For a description of the Company's outstanding financing agreements, please see section “Item 3. Key Information—B. Liquidity and Capital Resources—Credit Facilities and Indebtedness.”


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D.
Exchange Controls
 
Other than applicable taxation, anti-money laundering, and counter-terrorist financing law and regulations and certain economic sanctions which may be in force from time to time, there are currently no English laws or regulations, or any provision of the Articles, which would prevent the transfer of capital or remittance of dividends, interest, and other payments to holders of the Parent’s securities who are not residents of the U.K. on a general basis.

E.
Taxation
 
Material United States Federal Income Tax Considerations
 
This section summarizes certain material U.S. federal income tax considerations regarding the ownership and disposition of the Parent's ordinary shares by a U.S. holder (as defined below). This summary is based on U.S. federal income tax law, including the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, administrative guidance and court decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. No ruling from the Internal Revenue Service (the "IRS") has been sought with respect to any U.S. federal income tax considerations described below, and there can be no assurance that the IRS or a court will not take a contrary position. The discussion assumes that the Parent's shareholders hold their ordinary shares, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion further assumes that all items or transactions identified as debt will be respected as such for U.S. federal income tax purposes.

This summary does not constitute tax advice and does not address all aspects of U.S. federal income taxation that may be relevant to the Parent's shareholders in light of their personal circumstances, including any tax consequences arising under the tax on certain investment income pursuant to the Health Care and Education Reconciliation Act of 2010 or arising under the U.S. Foreign Account Tax Compliance Act, (or any Treasury regulations or administrative guidance promulgated thereunder, any intergovernmental agreement entered into in connection therewith or any non-U.S. laws, rules or directives implementing or relating to any of the foregoing), or to shareholders subject to special treatment under the Code, including (but not limited to):
 
banks, thrifts, mutual funds, and other financial institutions;
regulated investment companies;
real estate investment trusts;
traders in securities that elect to apply a mark-to-market method of accounting;
broker-dealers;
tax-exempt organizations and pension funds;
U.S. holders that own (directly, indirectly, or constructively) 10% or more of the Company's stock (by vote or value);
insurance companies;
dealers or brokers in securities or foreign currency;
individual retirement and other deferred accounts;
U.S. holders whose functional currency is not the U.S. dollar;
U.S. expatriates;
“passive foreign investment companies” or “controlled foreign corporations”;
persons subject to the alternative minimum tax;
U.S. holders that hold their shares as part of a straddle, hedging, conversion constructive sale or other risk reduction transaction;
partnerships or other entities or other arrangements treated as partnerships for U.S. federal income tax purposes and their partners and investors; and
U.S. holders that received their shares through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan.
 
This discussion does not address any non-income tax considerations or any state, local or non-U.S tax consequences. For purposes of this discussion, a "U.S. holder" means a beneficial owner of the Parent's ordinary shares that is, for U.S. federal income tax purposes:
 
an individual who is a citizen or resident of the United States;
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;
an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

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a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.
 
This discussion does not purport to be a comprehensive analysis or description of all potential U.S. federal income tax considerations. Each of the Parent's shareholders is urged to consult with such shareholder’s tax advisor with respect to the particular tax consequences of the ownership and disposition of the Parent's ordinary shares to such shareholder.
 
If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds the Parent's ordinary shares, the tax treatment of a partner therein will generally depend upon the status of such partner, the activities of the partnership and certain determinations made at the partner level. Any such holder that is a partnership and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the ownership and disposition of their ordinary shares.
 
Ownership and Disposition of the Parent's Ordinary Shares
 
The following discusses certain material U.S. federal income tax consequences of the ownership and disposition of the Parent's ordinary shares by U.S. holders and assumes that the Parent will be a resident exclusively of the U.K. for all tax purposes.
 
Taxation of Distributions
 
Subject to the discussion below under "Passive Foreign Investment Company Considerations", the gross amount of distributions with respect to the Parent's ordinary shares (including the amount of any non-U.S. withholding taxes) will be taxable as dividends, to the extent that they are paid out of the Parent's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such dividends will be includable in a U.S. holder’s gross income as ordinary dividend income on the day actually or constructively received by the U.S. holder. Such dividends will not be eligible for the dividends-received deduction allowed to corporations under the Code.

The gross amount of the dividends paid by the Parent to non-corporate U.S. holders may be eligible to be taxed at reduced rates of U.S. federal income tax applicable to “qualified dividend income.” Recipients of dividends from non-U.S. corporations will be taxed at this rate, provided that certain holding period requirements are satisfied and certain other requirements are met, if the dividends are received from “qualified foreign corporations,” which generally include corporations eligible for the benefits of an income tax treaty with the United States that the U.S. Secretary of the Treasury determines is satisfactory and includes an information exchange program. The U.S. Department of the Treasury and the IRS have determined that the U.K.- U.S. Income Tax Treaty is satisfactory for this purposes and the Parent believes that it is eligible for benefits under such treaty. Dividends paid with respect to stock of a foreign corporation which stock is readily tradable on an established securities market in the United States will also be treated as having been received from a “qualified foreign corporation.” The U.S. Department of the Treasury and the IRS have determined that common stock is considered readily tradable on an established securities market if it is listed on an established securities market in the United States, such as the NYSE.

Non-corporate U.S. holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss, or that elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code, will not be eligible for the reduced rates of taxation regardless of the Parent's status as a qualified foreign corporation. In addition, even if the minimum holding period requirement has been met, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. Each U.S. holder should consult its own tax advisors regarding the application of these rules given its particular circumstances.
 
To the extent that the amount of any distribution exceeds the Parent’s current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the excess will first be treated as a tax-free return of capital to the extent of each U.S. holder’s adjusted tax basis in the Parent's ordinary shares and will reduce such U.S. holder's basis accordingly. The balance of the excess, if any, will be taxed as capital gain, which would be long-term capital gain if the holder has held the Parent's ordinary shares for more than one year at the time the distribution is received. Long-term capital gain of certain non-corporate U.S. holders, including individuals, is generally taxed at reduced rates. The deduction of capital losses is subject to limitations.
 
The amount of any distribution paid in foreign currency will be the U.S. dollar value of the foreign currency distributed by the Parent, calculated by reference to the exchange rate in effect on the date the distribution is includible in the U.S. holder’s income, regardless of whether the payment is in fact converted into U.S. dollars on the date of receipt. Generally, a U.S. holder would not recognize any foreign currency gain or loss if the foreign currency is converted into U.S. dollars on the date the payment is received.

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However, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. holder includes the distribution payment in income to the date such U.S. holder actually converts the payment into U.S. dollars will generally be treated as ordinary income or loss.
 
Sale, Exchange, or Other Taxable Disposition
 
Subject to the discussion below under "Passive Foreign Investment Company Considerations", a U.S. holder will generally recognize taxable gain or loss on the sale, exchange or other taxable disposition of the Parent's ordinary shares in an amount equal to the difference, if any, between the amount realized on the sale, exchange, or other taxable disposition and the U.S. holder’s tax basis in such Parent's ordinary shares. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the ordinary shares have been held for more than one year. Long-term capital gain of certain non-corporate U.S. holders, including individuals, is generally taxed at reduced rates. The deduction of capital losses is subject to limitations.
 
Passive Foreign Investment Company Considerations
 
A Passive Foreign Investment Company ("PFIC") is any foreign corporation if, after the application of certain “look-through” rules, (a) at least 75% of its gross income is “passive income” as that term is defined in the relevant provisions of the Code, or (b) at least 50% of the average value of its assets produces “passive income” or is held for the production of “passive income.” The determination as to PFIC status is a fact-intensive determination that includes ascertaining the fair market value (or, in certain circumstances, tax basis) of all the Parent's assets on a quarterly basis and the character of each item of income, and cannot be completed until the close of a taxable year. If a U.S. holder is treated as owning PFIC stock, such U.S. holder will be subject to special rules generally intended to reduce or eliminate the benefit of the deferral of U.S. federal income tax that results from investing in a foreign corporation that does not distribute all of its earnings on a current basis. These rules may adversely affect the tax treatment to a U.S. holder of distributions paid by the Parent and of sales, exchanges, and other dispositions of the Parent's ordinary shares, and may result in other adverse U.S. federal income tax consequences.
 
The Parent believes that the ordinary shares should not be treated as shares of a PFIC in the current taxable year, and the Parent does not expect that it will become a PFIC in the future. However, there can be no assurance that the IRS will not successfully challenge this position or that the Parent will not become a PFIC at some future time as a result of changes in the Parent's assets, income, or business operations.
 
Each U.S. holder is urged to consult its tax advisor concerning the U.S. federal income tax consequences of acquiring, owning or disposing of the Parent's ordinary shares if the Parent is or becomes classified as a PFIC, including the possibility of making a mark-to-market election. The remainder of the discussion below assumes that the Parent is not a PFIC, has not been a PFIC and will not become a PFIC in the future.

Information Reporting
 
U.S. individuals and certain entities with interests in “specified foreign financial assets” (including, among other assets, the Parent's ordinary shares, unless such shares were held on such U.S. holder’s behalf through certain financial institutions) with values in excess of certain thresholds are required to file an information report with the IRS. Taxpayers that fail to file the information report when required are subject to penalties. U.S. holders should consult their own tax advisors as to the possible obligation to file such information reports in light of their particular circumstances.

Special Voting Shares
 
NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY DISCUSSES HOW THE RECEIPT, OWNERSHIP, OR LOSS OF ENTITLEMENT TO INSTRUCT THE NOMINEE ON HOW TO VOTE IN RESPECT OF SPECIAL VOTING SHARES SHOULD BE TREATED FOR U.S. FEDERAL INCOME TAX PURPOSES AND AS A RESULT, THE U.S. FEDERAL INCOME TAX CONSEQUENCES THEREOF ARE UNCERTAIN. ACCORDINGLY, U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE RECEIPT, OWNERSHIP, AND LOSS OF ENTITLEMENT TO INSTRUCT THE NOMINEE ON HOW TO VOTE IN RESPECT OF SPECIAL VOTING SHARES.
 
While the tax consequences of the receipt of special voting shares upon request from the Nominee are unclear, such receipt is not expected to constitute a separate transaction for U.S. federal income tax purposes. As such, the receipt of the special voting shares is not expected to give rise to a taxable event for U.S. federal income tax purposes.
 

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Material U.K. Tax Considerations
 
The following summary is intended to apply only as a general guide to certain U.K. tax considerations, and is based on current U.K. tax law and current published practice of Her Majesty's Revenue and Customs (“HMRC”), both of which are subject to change at any time, possibly with retrospective effect. They relate only to certain limited aspects of the U.K. taxation treatment of investors who are resident and, in the case of individuals, domiciled in (and only in) the U.K. for U.K. tax purposes (except to the extent that the position of non-U.K. resident shareholders is expressly referred to), who will hold the Parent's ordinary shares as investments (other than under an individual savings account or a self-invested personal pension) and who are the beneficial owners of the Parent's ordinary shares. The statements may not apply to certain classes of investors such as (but not limited to) persons acquiring their ordinary shares in connection with an office or employment, dealers in securities, insurance companies, and collective investment schemes.
 
Any shareholder or potential investor should obtain advice from his or her own investment or taxation advisor.
 
Dividends
 
The Parent will not be required to withhold U.K. tax at the source from dividend payments it makes.
 
U.K. resident individual shareholders
 
Individual shareholders are no longer entitled to credit in respect of any dividend received from the Parent. Instead, and to the extent that the dividends they receive (whether from the Parent or other companies) exceed the tax free dividend allowance (£5,000 for the current tax year and £2,000 for the tax year beginning on April 6, 2018), they are taxed on such dividends at either 7.5% (for shareholders who are liable to tax only at the basic rate), 32.5% (for shareholders who are liable to pay tax at the higher rate) or 38.1% (for shareholders who are liable to pay tax at the additional rate).
 
U.K. resident corporate shareholders
 
A corporate shareholder resident in the U.K. for tax purposes which is a “small company” for the purposes of Chapter 2 of Part 9A of the Corporation Tax Act 2009 will not be subject to U.K. corporation tax on any dividend received from the Parent provided that certain conditions are met (including an anti-avoidance condition).
 
Other corporate shareholders resident in the U.K. for tax purposes will not be subject to U.K. corporation tax on any dividend received from the Parent so long as the dividends fall within an exempt class and certain conditions are met. For example, (1) dividends paid on shares that are not redeemable and do not carry any present or future preferential rights to dividends or to a company’s assets on its winding up, and (2) dividends paid to a person holding less than a 10% interest in the Parent should generally fall within an exempt class. However, the exemptions mentioned above are not comprehensive and are subject to anti-avoidance rules.
 
If the conditions for exemption are not met or cease to be satisfied, or such a corporate shareholder elects an otherwise exempt dividend to be taxable, the shareholder will be subject to U.K. corporation tax on dividends received from the Parent, at the rate of corporation tax applicable to that corporate shareholder (currently 19%).
 
 Non-U.K. resident shareholders
 
A shareholder resident outside the U.K. for tax purposes and who holds the Parent's ordinary shares as investments will not generally be liable to tax in the U.K. on any dividend received from the Parent.
 
A non-U.K. resident shareholder may also be subject to taxation on dividend income under local law. A shareholder who is not solely resident in the U.K. for tax purposes should consult his or her own tax advisers concerning his or her tax liabilities (in the U.K. and any other country) on dividends received from the Parent, whether he or she is entitled to claim any part of the tax credit and, if so, the procedure for doing so, and whether any double taxation relief is due in any country in which he or she is subject to tax.
 

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Taxation of Capital Gains
 
Disposal of the Parent's Ordinary Shares
 
A disposal or deemed disposal of the Parent's ordinary shares by a shareholder who is resident in the U.K. for tax purposes may, depending upon the shareholder’s circumstances and subject to any available exemptions and reliefs (such as the annual exempt amount for individuals and indexation allowance for corporate shareholders), give rise to a chargeable gain or an allowable loss for the purposes of U.K. taxation of capital gains.
 
If an individual shareholder who is subject to income tax at either the higher or the additional rate becomes liable to U.K. capital gains tax on the disposal of the Parent's ordinary shares, the applicable rate will be either 10% or 20% (save in some limited circumstances).

A shareholder who is not resident in the U.K. for tax purposes should not normally be liable to U.K. taxation on chargeable gains on a disposal of the Parent's ordinary shares. However, an individual shareholder who has ceased to be resident in the U.K. for tax purposes for a period of less than five years and who disposes of the Parent's ordinary shares during that period may be liable on his return to the U.K. to U.K. taxation on any capital gain realized (subject to any available exemption or relief).
 
Inheritance Tax
 
The Parent's ordinary shares will be assets situated in the U.K. for the purposes of U.K. inheritance tax. A gift or settlement of such assets by, or on the death of, an individual holder of such assets may (subject to certain exemptions and reliefs and depending upon the shareholder’s circumstances) give rise to a liability to U.K. inheritance tax even if the holder is not a resident of or domiciled in the U.K. for tax purposes. For inheritance tax purposes, a transfer of assets at less than market value may be treated as a gift and particular rules apply to gifts where the donor reserves or retains some benefit.
 
A charge to inheritance tax may arise in certain circumstances where the Parent's ordinary shares are held by close companies and by trustees of settlements. Shareholders should consult an appropriate tax adviser as to any inheritance tax implications if they intend to make a gift or transfer at less than market value or intend to hold the Parent's ordinary shares through a close company or trust arrangement.
 
Shareholders and/or potential investors who are in any doubt as to their tax position, or who are subject to tax in any jurisdiction other than the U.K., should consult a suitable professional advisor.

F.
Dividends and Paying Agents
 
Not applicable.

G.
Statement of Experts
 
Not applicable.

H.
Documents on Display
 
The Parent files reports, including annual reports on Form 20-F, furnishes current reports on Form 6-K and discloses other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. These may be accessed by visiting the SEC’s website at www.sec.gov.

I.
Subsidiary Information
 
Not applicable.


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Item 11. 
 Quantitative and Qualitative Disclosures About Market Risk
 
The Company's activities expose it to a variety of market risks including interest rate risk and foreign currency exchange rate risk. The Company's overall risk management strategy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on its performance through ongoing operational and finance activities. The Company monitors and manages its exposure to such risks both centrally and at the local level, as appropriate, as part of its overall risk management program with the objective of seeking to reduce the potential adverse effects of such risks on its results of operations and financial position.
 
Depending upon the risk assessment, the Company uses selected derivative hedging instruments, including principally interest rate swaps and foreign currency forward contracts, for the purposes of managing interest rate risk and currency risks arising from its operations and sources of financing. The Company's policy is not to enter into such contracts for speculative purposes.
 
The following section provides qualitative and quantitative disclosures on the effects that these risks may have. The quantitative data reported below does not have any predictive value and does not reflect the complexity of the markets or reactions which may result from any changes that are assumed to have taken place.

Interest Rate Risk
 
Indebtedness
 
The Company's exposure to changes in market interest rates relates primarily to its cash and financial liabilities which bear floating interest rates. The Company's policy is to manage interest cost using a mix of fixed and variable rate debt. The Company has historically used various techniques to mitigate the risks associated with future changes in interest rates, including entering into interest rate swap and treasury rate lock agreements.

At December 31, 2019 and 2018, approximately 24% and 35% of the Company's debt portfolio was exposed to interest rate fluctuations, respectively. The Company's exposure to floating rates of interest primarily relates to the Euro Term Loan Facility due January 2023 and Revolving Credit Facilities due 2024. At December 31, 2019 and 2018, the Company held $625.0 million (notional amount) in interest rate swaps that effectively convert $625.0 million of the 6.250% Senior Secured U.S. Dollar Notes due February 2022 from fixed interest rate debt to variable rate debt.
 
A hypothetical 10 basis points increase in interest rates for 2019 and 2018, with all other variables held constant, would have resulted in lower income before provision for income taxes of approximately $2.0 million and $2.8 million, respectively.
 
Costs to Fund Jackpot Liabilities
 
Fluctuations in prime, treasury, and agency rates due to changes in market and other economic conditions directly impact the Company's cost to fund jackpots and corresponding gaming operating income. If interest rates decline, jackpot cost increases and operating income decreases. The Company estimates a hypothetical decline of one percentage point in applicable interest rates would have reduced operating income by approximately $5.6 million and $7.1 million in 2019 and 2018, respectively. The Company does not manage this exposure with derivative financial instruments.

Foreign Currency Exchange Rate Risk

The Company operates on an international basis across a number of geographical locations. The Company is exposed to (i) transactional foreign exchange risk when an entity enters into transactions in a currency other than its functional currency, and (ii) translation foreign exchange risk which arises when the Company translates the financial statements of its foreign entities into U.S. dollars for the preparation of the consolidated financial statements.
 
Transactional Risk

The Company's subsidiaries generally execute their operating activities in their respective functional currencies. In circumstances where the Company enters into transactions in a currency other than the functional currency of the relevant entity, the Company seeks to minimize its exposure by (i) sharing risk with its customers (for example, in limited circumstances, but whenever possible, the Company negotiates clauses into its contracts that allows for price adjustments should a material change in foreign exchange rates occur), (ii) creating a natural hedge by netting receipts and payments, (iii) utilizing foreign currency borrowings, and (iv) where applicable, by entering into foreign currency forward and option contracts.
 

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The principal foreign currency to which the Company is exposed is the euro. A hypothetical 10% decrease in the U.S. dollar to euro exchange rate, with all other variables held constant, would have resulted in lower income before provision for income taxes of approximately $331.2 million and $337.8 million for 2019 and 2018, respectively.
 
From time to time, the Company enters into foreign currency forward and option contracts to reduce the exposure associated with certain firm commitments, variable service revenues, and certain assets and liabilities denominated in foreign currencies. These contracts generally have average maturities of 12 months or less, and are regularly renewed to provide continuing coverage throughout the year. It is the Company's policy to negotiate the terms of the hedge derivatives to match the terms of the hedged item to maximize hedge effectiveness.
 
At December 31, 2019, the Company had forward contracts for the sale of approximately $187.6 million of foreign currency (primarily Colombian peso, Canadian dollars, South African rand, and Australian dollars) and the purchase of approximately $419.2 million of foreign currency (primarily euro and Canadian dollars).
 
At December 31, 2018, the Company had forward contracts for the sale of approximately $283.2 million of foreign currency (primarily euro and British pounds) and the purchase of approximately $309.5 million of foreign currency (primarily U.S. dollars, Canadian dollars, and Swedish krona).
 
Translation Risk
 
Certain of the Company's subsidiaries are located in countries that are outside of the United States, in particular the Eurozone. As the Company's reporting currency is the U.S. dollar, the income statements of those entities are converted into U.S. dollars using the average exchange rate for the period, and while revenues and costs are unchanged in local currency, changes in exchange rates may lead to effects on the converted balances of revenues, costs, and the result in U.S. dollars. The monetary assets and liabilities of consolidated entities that have a reporting currency other than the U.S. dollar are translated into U.S. dollars at the period-end foreign exchange rate. The effects of these changes in foreign exchange rates are recognized directly in the consolidated statements of shareholders' equity within accumulated other comprehensive income.
 
The Company's foreign currency exposure primarily arises from changes between the U.S. dollar and the euro. A hypothetical 10% decrease in the U.S. dollar to euro exchange rate, with all other variables held constant, would have reduced equity by $120.4 million and $143.7 million for 2019 and 2018, respectively.

Item 12.
Description of Securities Other than Equity Securities
 
Not applicable.
 

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PART II

Item 13.
Defaults, Dividends, Arrearages, and Delinquencies
 
None.
 
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
 
See the description of the loyalty plan in “Item 10. Additional Information—B. Memorandum and Articles of Association—Loyalty Plan.”
 
Item 15.
Controls and Procedures
 
Disclosure Controls and Procedures
 
The Company's management maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating its disclosure controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company's are designed to do.
 
As required by Rule 13a-15(b) under the Exchange Act, an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2019 was conducted under the supervision and with the participation of its management including its Chief Executive Officer and Chief Financial Officer. Based on this evaluation, its Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective as of December 31, 2019 at a reasonable assurance level.
 
Management’s Report on Internal Control over Financial Reporting
 
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
 
The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
The Company’s internal control over financial reporting includes those policies and procedures that:
    
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded, as necessary, to permit preparation of financial statements in accordance with generally accepted accounting principles; and that receipts and expenditures of the Company are made only in accordance with authorizations of the Company's management and directors; and
provide reasonable assurance that unauthorized acquisition, use or disposition of the Company's assets, that could have a material effect on the financial statements, would be prevented or detected on a timely basis.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
The Company's management assessed the effectiveness of internal control over financial reporting as of December 31, 2019 based upon the framework presented in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2019.
 

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The Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2019 as stated in their report appearing in "Report of Independent Registered Public Accounting Firm" included in "Item 18. Financial Statements".

Changes in Internal Control over Financial Reporting
 
There have been no changes in internal control over financial reporting during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 16A.    Audit Committee Financial Expert
 
The Parent's Board of Directors has determined that Vincent L. Sadusky, chairperson of the Audit Committee, is an audit committee financial expert. He is an independent director under the NYSE standards.
 
Item 16B.    Code of Ethics
 
The Company has adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers which is applicable to its principal executive officer, principal financial officer, the principal accounting officer and controller, and any persons performing similar functions. This code of ethics is posted on its website, www.igt.com, and may be found as follows: from the main page, first click on “Explore IGT” and then on "Investor Relations" and then on “Management and Governance” and then on “Documents.” The information contained on the Company's website is not included in, or incorporated by reference into, this annual report on Form 20-F.

Item 16C.    Principal Accountant Fees and Services
 
PricewaterhouseCoopers LLP (“PwC US”) has been serving as the Company’s independent auditor since 2015.
  
Aggregate fees for professional services and other services rendered by PwC US and its foreign entities belonging to the PwC network in 2019 and 2018 were as follows: 
 
 
For the year ended December 31,
($ thousands) 
 
2019
 
2018
Audit fees
 
11,090

 
13,254

Tax fees
 
1,294

 
1,242

Audit-related fees
 
660

 
1,028

All other fees
 
147

 
189

 
 
13,191

 
15,713

 
Audit fees consist of professional services performed in connection with the annual financial statements.
Tax fees consist of professional services for tax planning and compliance.
Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and agreed upon procedures for certain financial statement areas.
All other fees, other than those reported above, mainly consist of services in relation to intellectual property royalty audits, compliance-related services, and access to online accounting research software applications.
 
Audit Committee’s Pre-Approval Policies and Procedures
 
The Audit Committee pre-approves engagements of the Company's independent registered public accounting firm to audit the Company's consolidated financial statements. The Audit Committee has a policy requiring management to obtain the Audit Committee’s approval before engaging the Company's independent registered public accounting firm to provide any other audit or permitted non-audit services to the Company or its subsidiaries. Pursuant to this policy, which is designed to ensure that such engagements do not impair the independence of the Company's independent registered public accounting firm, the Audit Committee reviews and pre-approves, if appropriate, specific audit and non-audit services in the categories audit services, tax services, audit-related services, and any other services that may be performed by the Company's independent registered public accounting firm.
 
Item 16D.    Exemptions from the Listing Standards for Audit Committees
 
None.

86



Item 16E.    Purchases of Equity Securities by the Issuer and Affiliated Purchasers
 
The Company currently has neither purchased any common shares of the Company nor announced any share buyback plans. The Company has the authority to repurchase, subject to a maximum repurchase price, a maximum of 20% of the aggregate issued share capital of ordinary shares as of April 7, 2015. This authority will expire on July 28, 2020.

Item 16F.    Change in Registrant’s Certifying Accountant
 
None.

Item 16G.    Corporate Governance
 
The Parent is a public limited company incorporated under the laws of England and Wales and qualifies as a foreign private issuer under the rules and regulations of the SEC and the listing standards of the NYSE. In accordance with the NYSE listing rules related to corporate governance, listed companies that are foreign private issuers are permitted to follow home-country practice in some circumstances in lieu of the provisions of the corporate governance rules contained in Section 303A of the NYSE Listed Company Manual that are otherwise applicable to listed companies. However, for as long as the Parent’s ordinary shares are listed on the NYSE, the Company will comply with all NYSE corporate governance standards set forth in Section 3 of the NYSE Listed Company Manual applicable to non-controlled domestic U.S. issuers, regardless of whether the Company is a foreign private issuer.

Item 16H.    Mine Safety Disclosure
 
Not applicable.

PART III
Item 17.
Financial Statements
 
Not applicable.
 
Item 18.
Financial Statements
 
The audited Consolidated Financial Statements as required under Item 18 are attached hereto starting on page F-1 of this annual report on Form 20-F.
 
Item 19.
Exhibits
 
A list of exhibits included as part of this annual report on Form 20-F is set forth in the Index to Exhibits immediately following this Item 19.


87


INDEX TO EXHIBITS
 
Exhibit
 
Description
 
 
 
1.1
 
 
 
 
 
 
There have not been filed as exhibits to this Form 20-F certain long-term debt instruments, none of which relates to indebtedness that exceeds 10% of the consolidated assets of International Game Technology PLC. International Game Technology PLC agrees to furnish the Securities and Exchange Commission, upon its request, a copy of any instrument defining the rights of holders of long-term debt of International Game Technology PLC and its consolidated subsidiaries.
 
 
 
2.1
 
 
 
 
2.2
 
 
 
 
2.3
 
Senior Facilities Agreement dated November 4, 2014, as amended April 2, 2015, October 28, 2015, June 26, 2016, July 31, 2017, and December 17, 2018 for the US$1,200,000,000 and €725,000,000 multicurrency revolving credit facilities among International Game Technology PLC (as successor to GTECH S.p.A.), as the Parent and a Borrower; GTECH Corporation, as a Borrower; J.P. Morgan Limited and Mediobanca — Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners, and Mandated Lead Arrangers; the entities listed in Part III of Schedule I thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule I thereto, as the Mandated Lead Arrangers; the entities listed in Part V of Schedule I thereto, as the Arrangers, the financial institutions listed in Part IIA of Schedule I thereto, as the Original Lenders; The Royal Bank of Scotland plc, as the Agent; The Royal Bank of Scotland plc, as the Issuing Agent; KeyBank National Association, as the Swingline Agent; and the financial institutions listed in Part IIB of Schedule I thereto, as the Original US Dollar Swingline Lenders (incorporated herein by reference to Exhibit 99.3 of the Company’s Form 6-K furnished to the SEC on December 21, 2018).
 
 
 
2.4
 
Senior Facility Agreement dated July 25, 2017, as amended December 18, 2018 for the €1,500,000,000 term loan facility among International Game Technology PLC, as the Borrower; Bank of America Merrill Lynch International Limited and Mediobanca - Banca di Credito Finanziario S.p.A. as Global Coordinators, Bookrunners, and Mandated Lead Arrangers; BNP Paribas, Italian Branch, Banca IMI S.p.A., and UniCredit Bank AG, Milan Branch, as Bookrunners and Mandated Lead Arrangers; Barclays Bank PLC, Credit Agricole Corporate & Investment Bank, Milan Branch, ING Bank N.V. - Milan Branch, National Westminster Bank PLC, Socgen Inversiones Financiers S.A.U., The Bank of Nova Scotia, and Credit Suisse AG, Milan Branch as Mandated Lead Arrangers; Mediobanca - Banca di Credito Finanziario S.p.A., as the Agent; and others (incorporated herein by reference to Exhibit 99.4 of the Company’s Form 6-K furnished to the SEC on December 21, 2018).
 
 
 
2.5
 
Indenture dated as of April 7, 2015 among International Game Technology PLC, as the Issuer; certain subsidiaries of International Game Technology PLC, as the Initial Guarantors; BNY Mellon Corporate Trustee Services Limited, as Trustee; The Royal Bank of Scotland plc, as Security Agent; The Bank of New York Mellon, London Branch, as Euro Paying Agent and Transfer Agent; The Bank of New York Mellon, as Dollar Paying Agent and Dollar Registrar; and The Bank of New York Mellon (Luxembourg) S.A., as Euro Registrar, with respect to $600,000,000 5.625% Senior Secured Notes due February 15, 2020, $1,500,000,000 6.250% Senior Secured Notes due February 15, 2022, $1,100,000,000 6.500% Senior Secured Notes due February 15, 2025, €700,000,000 4.125% Senior Secured Notes due February 15, 2020 and €850,000,000 4.750% Senior Secured Notes due February 15, 2023 (incorporated herein by reference to Exhibit 4.8 to the Current Report on Form 8-K filed by International Game Technology on April 10, 2015).
 
 
 

88


Exhibit
 
Description
2.6
 
 
 
 
2.7
 
 
 
 
2.8
 
 
 
 
2.9
 
 
 
 
2.10
 
 
 
 
2.11
 
 
 
 
2.12
 
 
 
 
2.13
 
 
 
 
2.14
 
 
 
 
2.15
 
 
 
 

89


Exhibit
 
Description
2.16
 
 
 
 
2.17
 
 
 
 
2.18
 
 
 
 
2.19
 
 
 
 
2.20
 
 
 
 
2.21
 
 
 
 
4.1
 
 
 
 
4.2
 
 
 
 
4.3
 
 
 
 
4.4
 
 
 
 
4.5
 
 
 
 
4.6
 
 
 
 
4.7
 
 
 
 

90


Exhibit
 
Description
4.8
 
 
 
 
8.1
 
 
 
 
12.1
 
 
 
 
12.2
 
 
 
 
13.1
 
 
 
 
13.2
 
 
 
 
15.1
 
 
 
 
101.INS
 
Inline XBRL Instance Document
 
 
 
101.SCH
 
Inline XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
Inline XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF
 
Inline XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB
 
Inline XBRL Taxonomy Extension Labels Linkbase Document
 
 
 
101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)

91


SIGNATURE
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 
INTERNATIONAL GAME TECHNOLOGY PLC
 
 
 
 
 
/s/ Timothy M. Rishton
 
Name: Timothy M. Rishton
 
Title: Interim Chief Financial Officer
 
Dated:  March 3, 2020

92


ITEM 18. FINANCIAL STATEMENTS
 
INTERNATIONAL GAME TECHNOLOGY PLC
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 


F-1


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of International Game Technology PLC
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of International Game Technology PLC and its subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Changes in Accounting Principles

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in 2018.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

F-2


company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessments - NAGI and International Reporting Units

As described in Notes 2 and 11 to the consolidated financial statements, the Company’s consolidated goodwill balance was $5,451 million as of December 31, 2019, of which a significant portion is associated with the North America Gaming and Interactive (“NAGI”) and International reporting units. During the fourth quarter of 2019, the Company recorded a $99 million impairment loss, reducing the carrying amount of the International reporting unit to fair value and the related goodwill balance to $1,308 million. The goodwill balance of the NAGI reporting unit as of December 31, 2019 was $1,440 million. Goodwill is tested for impairment annually, in the fourth quarter, or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount and an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. In performing the goodwill impairment test, management estimates the fair value of the reporting units using an income approach based on projected discounted cash flows. As disclosed by management, estimating the fair value of reporting units requires the Company's management to use its judgment in making estimates and making forecasts that are based on a number of factors including forecasted revenue, forecasted operating profits, terminal growth rates, and weighted-average costs of capital.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments for the NAGI and International reporting units is a critical audit matter are there was significant judgment by management when developing the fair value measurement of the reporting units. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s projected discounted cash flows and significant assumptions, including forecasted revenue, forecasted operating profits, terminal growth rates and weighted-average costs of capital, and significant audit effort was necessary to evaluate the audit evidence obtained relating to these impairment assessments. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments of the NAGI and International reporting units, including controls over the valuation of the Company’s reporting units. These procedures also included, among others, testing management’s process for developing the fair value estimates; evaluating the appropriateness of the income approach based on projected discounted cash flows; testing the completeness, accuracy, and relevance of underlying data used in the income approach; and evaluating the significant assumptions used by management, including forecasted revenue, forecasted operating profits, terminal growth rates and weighted-average costs of capital. Evaluating management’s assumptions related to forecasted revenue, forecasted operating profits, terminal growth rates and weighted-average costs of capital involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s income approach based on projected discounted cash flows and certain significant assumptions, including the weighted-average costs of capital.


F-3


Revenue Recognition - Identifying and Evaluating Contractual Terms and Conditions

As described in Notes 2 and 3 to the consolidated financial statements, the Company generated service and product revenues of $3,861 million and $925 million, respectively, for the year ended December 31, 2019. The Company often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance obligations. Management applies judgment in identifying and evaluating contractual terms and conditions that impact the identification of performance obligations and pattern of revenue recognition.

The principal considerations for our determination that performing procedures relating to revenue recognition, specifically identifying and evaluating contractual terms and conditions, is a critical audit matter are there was significant judgment by management in identifying and evaluating contractual terms and conditions that impact the identification of performance obligations and the pattern of revenue recognition. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing our audit procedures to evaluate whether terms and conditions in contracts were appropriately identified and evaluated by management.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to revenue recognition, including controls related to the identification and evaluation of contractual terms and conditions impacting the identification of performance obligations and the pattern of revenue recognition. These procedures also included, among others, (i) evaluating and testing management’s process for identifying performance obligations and assessing the pattern of revenue recognition, and (ii) evaluating, on a test basis, the completeness and accuracy of the contractual terms and conditions identified in contracts with customers.


/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 3, 2020
We have served as the Company’s auditor since 2015.






F-4


International Game Technology PLC
Consolidated Balance Sheets
($ thousands, except par value and number of shares)
 
 
 
 
 
December 31,
 
 
Notes
 
2019
 
2018
Assets
 
 
 
 

 
 

Current assets:
 
 
 
 

 
 

Cash and cash equivalents
 
 
 
662,934

 
250,669

Restricted cash and cash equivalents
 
 
 
231,317

 
261,108

Trade and other receivables, net
 
4
 
1,006,127

 
949,085

Inventories
 
5
 
161,790

 
282,698

Other current assets
 
6
 
571,869

 
543,136

Total current assets
 
 
 
2,634,037

 
2,286,696

Systems, equipment and other assets related to contracts, net
 
9
 
1,307,940

 
1,404,426

Property, plant and equipment, net
 
9
 
146,055

 
185,349

Operating lease right-of-use assets
 
10
 
341,538

 

Goodwill
 
11
 
5,451,494

 
5,580,227

Intangible assets, net
 
12
 
1,836,002

 
2,044,723

Other non-current assets
 
6
 
1,927,524

 
2,147,081

Total non-current assets
 
 
 
11,010,553

 
11,361,806

Total assets
 
19
 
13,644,590

 
13,648,502

 
 
 
 
 
 
 
Liabilities and shareholders' equity
 
 
 
 

 
 

Current liabilities:
 
 
 
 

 
 

Accounts payable
 
 
 
1,120,922

 
1,142,371

Current portion of long-term debt
 
14
 
462,155

 

Short-term borrowings
 
14
 
3,193

 
34,822

Other current liabilities
 
13
 
882,081

 
824,931

Total current liabilities
 
 
 
2,468,351

 
2,002,124

Long-term debt, less current portion
 
14
 
7,600,169

 
7,977,267

Deferred income taxes
 
15
 
366,822

 
446,083

Operating lease liabilities
 
10
 
310,721

 

Other non-current liabilities
 
13
 
413,549

 
471,099

Total non-current liabilities
 
 
 
8,691,261

 
8,894,449

Total liabilities
 
 
 
11,159,612

 
10,896,573

Commitments and contingencies
 
16
 


 


Shareholders’ equity
 
 
 
 

 
 

Common stock, par value $0.10 per share; 204,435,333 and 204,210,731 shares issued and outstanding at December 31, 2019 and 2018, respectively
 
 
 
20,443

 
20,421

Additional paid-in capital
 
 
 
2,395,532

 
2,534,134

Retained deficit
 
 
 
(1,020,238
)
 
(1,008,193
)
Accumulated other comprehensive income
 
17
 
262,525

 
261,537

Total IGT PLC’s shareholders’ equity
 
 
 
1,658,262

 
1,807,899

Non-controlling interests
 
 
 
826,716

 
944,030

Total shareholders’ equity
 
 
 
2,484,978

 
2,751,929

Total liabilities and shareholders’ equity
 
 
 
13,644,590

 
13,648,502


The accompanying notes are an integral part of these consolidated financial statements.


F-5


International Game Technology PLC
Consolidated Statements of Operations
($ and shares in thousands, except per share amounts)
 
 
 
 
 
For the year ended December 31,
 
 
Notes
 
2019
 
2018
 
2017
Service revenue
 
3, 19
 
3,860,746

 
4,046,314

 
4,136,556

Product sales
 
3, 19
 
925,060

 
784,942

 
802,403

Total revenue
 
3, 19
 
4,785,806

 
4,831,256

 
4,938,959

 
 
 
 
 
 
 
 
 
Cost of services
 
 
 
2,380,355

 
2,450,658

 
2,553,083

Cost of product sales
 
 
 
553,293

 
491,030

 
579,431

Selling, general and administrative
 
 
 
846,047

 
844,059

 
816,093

Research and development
 
 
 
266,241

 
263,279

 
313,088

Goodwill impairment
 
11
 
99,000

 
118,000

 
714,000

Other operating expense, net
 
 
 
3,742

 
17,239

 
14,356

Total operating expenses
 
 
 
4,148,678

 
4,184,265

 
4,990,051

 
 
 
 
 
 
 
 
 
Operating income (loss)
 
19
 
637,128

 
646,991

 
(51,092
)
 
 
 
 
 
 
 
 
 
Interest expense, net
 
14
 
(410,129
)
 
(417,387
)
 
(448,463
)
Foreign exchange gain (loss), net
 
 
 
39,839

 
129,051

 
(443,977
)
Other income (expense), net
 
 
 
17,929

 
(54,607
)
 
(33,393
)
Total non-operating expenses
 
 
 
(352,361
)
 
(342,943
)
 
(925,833
)
 
 
 
 
 
 
 
 
 
Income (loss) before provision for (benefit from) income taxes
 
15
 
284,767

 
304,048

 
(976,925
)
 
 
 
 
 
 
 
 
 
Provision for (benefit from) income taxes
 
15
 
173,109

 
189,401

 
(29,414
)
 
 
 
 
 
 
 
 
 
Net income (loss)
 
 
 
111,658

 
114,647

 
(947,511
)
 
 
 
 
 
 
 
 
 
Less: Net income attributable to non-controlling interests
 
 
 
130,683

 
115,671

 
55,400

Less: Net income attributable to redeemable non-controlling interests
 
 
 

 
20,326

 
65,665

Net loss attributable to IGT PLC
 
 
 
(19,025
)
 
(21,350
)
 
(1,068,576
)
 
 
 
 
 
 
 
 
 
Net loss attributable to IGT PLC per common share - basic and diluted
 
22
 
(0.09
)
 
(0.10
)
 
(5.26
)
 
 
 
 
 
 
 
 
 
Weighted-average shares - basic and diluted
 
22
 
204,373

 
204,083

 
203,130

 
The accompanying notes are an integral part of these consolidated financial statements.


F-6


International Game Technology PLC
Consolidated Statements of Comprehensive Income (Loss)
($ thousands)
 
 
 
 
 
For the year ended December 31,
 
 
Notes
 
2019
 
2018
 
2017
Net income (loss)
 
 
 
111,658

 
114,647

 
(947,511
)
Other comprehensive (loss) income, net of tax:
 
 
 
 

 
 

 
 

Foreign currency translation adjustments
 
17
 
(16,527
)
 
(90,784
)
 
183,350

Unrealized loss on hedges
 
17
 
(1,451
)
 
(1,531
)
 
(3,554
)
Unrealized gain (loss) on other
 
17
 
3,060

 
(5,008
)
 
(733
)
Other comprehensive (loss) income
 
 
 
(14,918
)
 
(97,323
)
 
179,063

Comprehensive income (loss)
 
 
 
96,740

 
17,324

 
(768,448
)
Less: Comprehensive income attributable to non-controlling interests
 
 
 
114,777

 
96,980

 
54,937

Less: Comprehensive income attributable to redeemable non-controlling interests
 
 
 

 
20,326

 
65,665

Comprehensive loss attributable to IGT PLC
 
 
 
(18,037
)
 
(99,982
)
 
(889,050
)
 
The accompanying notes are an integral part of these consolidated financial statements.


F-7


International Game Technology PLC
Consolidated Statements of Cash Flows
($ thousands)
 
 
 
 
For the year ended December 31,
 
 
Notes
 
2019
 
2018
 
2017
Cash flows from operating activities
 
 
 
 

 
 

 
 

Net income (loss)
 
 
 
111,658

 
114,647

 
(947,511
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 

 
 

 
 

Depreciation
 
 
 
434,264

 
432,899

 
401,085

Amortization
 
 
 
279,193

 
272,561

 
401,355

Amortization of upfront license fees
 
 
 
205,739

 
217,341

 
209,774

Goodwill impairment
 
11
 
99,000

 
118,000

 
714,000

Stock-based compensation expense
 
20
 
26,514

 
33,086

 
4,704

Debt issuance cost amortization
 
 
 
22,436

 
22,042

 
23,217

Loss on extinguishment of debt
 
 
 
11,964

 
54,423

 
25,733

Foreign exchange (gain) loss, net
 
 
 
(39,839
)
 
(129,051
)
 
443,977

Gain on sale of assets
 
 
 
(64,714
)
 
(318
)
 
(51,186
)
Deferred income taxes
 
15
 
(68,293
)
 
(34,494
)
 
(296,265
)
Other non-cash costs, net
 
 
 
23,091

 
32,275

 
26,826

Changes in operating assets and liabilities, excluding the effects of dispositions and acquisitions:
 
 
 
 

 
 

 
 

Trade and other receivables
 
 
 
(58,213
)
 
(54,356
)
 
45,465

Inventories
 
 
 
84,472

 
12,556

 
51,406

Upfront license fees
 
 
 

 
(878,055
)
 
(244,698
)
Accounts payable
 
 
 
7,180

 
(51,990
)
 
(3,031
)
Other assets and liabilities
 
 
 
18,683

 
(131,940
)
 
(141,463
)
Net cash provided by operating activities
 
 
 
1,093,135

 
29,626

 
663,388

 
 
 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 

 
 

 
 

Capital expenditures
 
 
 
(442,084
)
 
(533,052
)
 
(698,010
)
Proceeds from sale of assets
 
 
 
124,043

 
19,243

 
167,452

Proceeds from sale of Double Down Interactive LLC, net of cash divested
 
 
 

 

 
823,788

Other
 
 
 
5,851

 
2,272

 
2,336

Net cash (used in) provided by investing activities
 
 
 
(312,190
)
 
(511,537
)
 
295,566

 
 
 
 
 
 
 
 
 
Cash flows from financing activities
 
 
 
 

 
 

 
 

Principal payments on long-term debt
 
 
 
(1,264,647
)
 
(1,899,888
)
 
(1,754,259
)
Dividends paid
 
 
 
(163,503
)
 
(163,236
)
 
(162,528
)
Net (payments of) receipts from financial liabilities
 
 
 
(34,324
)
 
7,123

 
(150
)
Net (payments of) proceeds from short-term borrowings
 
 
 
(32,067
)
 
34,822

 

Debt issuance costs paid
 
 
 
(25,930
)
 
(17,033
)
 
(16,378
)
Payments in connection with the extinguishment of debt
 
 
 
(8,689
)
 
(49,976
)
 
(38,832
)
Proceeds from long-term debt
 
 
 
1,397,025

 
1,687,761

 
1,762,270

Dividends paid - non-controlling interests
 
 
 
(136,655
)
 
(126,926
)
 
(50,601
)
Return of capital - non-controlling interests
 
 
 
(98,788
)
 
(85,121
)
 
(52,352
)
Capital increase - non-controlling interests
 
 
 
1,499

 
321,584

 
41,011

Dividends paid - redeemable non-controlling interests
 
 
 

 

 
(7,307
)
Return of capital - redeemable non-controlling interests
 
 
 

 

 
(32,039
)
Capital increase - redeemable non-controlling interests
 
 
 

 

 
107,457

Other
 
 
 
(10,195
)
 
(20,655
)
 
(43,264
)
Net cash used in financing activities
 
 
 
(376,274
)
 
(311,545
)
 
(246,972
)
 
 
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents
 
 
 
404,671

 
(793,456
)
 
711,982

Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents
 
 
 
(22,197
)
 
(197
)
 
52,132

Cash and cash equivalents, and restricted cash and cash equivalents at the beginning of the period
 
 
 
511,777

 
1,305,430

 
541,316

Cash and cash equivalents, and restricted cash and cash equivalents at the end of the period
 
 
 
894,251

 
511,777

 
1,305,430


F-8


International Game Technology PLC
Consolidated Statements of Cash Flows
($ thousands)

 
 
For the year ended December 31,
 
 
2019
 
2018
 
2017
Supplemental disclosures of cash flow information
 
 

 
 

 
 

Cash paid during the period for:
 
 
 
 
 
 
Interest
 
(400,022
)
 
(445,698
)
 
(417,110
)
Income taxes
 
(235,385
)
 
(239,831
)
 
(296,386
)
 
 
 
 
 
 
 
Non-cash investing and financing activities:
 
 
 
 
 
 
Capital expenditures
 
(50,616
)
 
(51,805
)
 
(62,858
)
Dividends declared - non-controlling interests
 

 

 
(12,588
)

The accompanying notes are an integral part of these consolidated financial statements.


F-9


International Game Technology PLC
Consolidated Statement of Shareholders’ Equity
($ thousands)
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
 Earnings
(Deficit)
 
Accumulated
Other
Comprehensive
Income
 
Total
IGT PLC
Equity
 
Non-
Controlling
Interests
 
Total
Equity
Balance at December 31, 2016
20,228

 
2,849,761

 
38,067

 
160,643

 
3,068,699

 
356,966

 
3,425,665

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income

 

 
(1,068,576
)
 

 
(1,068,576
)
 
55,400

 
(1,013,176
)
Other comprehensive income (loss), net of tax

 

 

 
179,526

 
179,526

 
(463
)
 
179,063

Total comprehensive (loss) income

 

 
(1,068,576
)
 
179,526

 
(889,050
)
 
54,937

 
(834,113
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital increase

 

 

 

 

 
41,799

 
41,799

Stock-based compensation expense

 
4,704

 

 

 
4,704

 

 
4,704

Shares issued upon exercise of stock options
21

 
(3,566
)
 

 

 
(3,545
)
 

 
(3,545
)
Shares issued under stock award plans
95

 
(11,514
)
 

 

 
(11,419
)
 

 
(11,419
)
Return of capital

 

 

 

 

 
(51,211
)
 
(51,211
)
Dividends paid

 
(162,528
)
 

 

 
(162,528
)
 
(49,777
)
 
(212,305
)
Other

 
(3
)
 
(1,863
)
 

 
(1,866
)
 
(2,778
)
 
(4,644
)
Balance at December 31, 2017
20,344

 
2,676,854

 
(1,032,372
)
 
340,169

 
2,004,995

 
349,936

 
2,354,931

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income

 

 
(21,350
)
 

 
(21,350
)
 
115,671

 
94,321

Other comprehensive loss, net of tax

 

 

 
(78,632
)
 
(78,632
)
 
(18,691
)
 
(97,323
)
Total comprehensive (loss) income

 

 
(21,350
)
 
(78,632
)
 
(99,982
)
 
96,980

 
(3,002
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reclassification of redeemable non-controlling interests

 

 

 

 

 
377,243

 
377,243

Capital increase

 

 

 

 

 
319,254

 
319,254

Adoption of new accounting standards

 

 
45,527

 

 
45,527

 

 
45,527

Stock-based compensation expense

 
33,086

 

 

 
33,086

 

 
33,086

Shares issued upon exercise of stock options
15

 
(1,566
)
 

 

 
(1,551
)
 

 
(1,551
)
Shares issued under stock award plans
62

 
(11,153
)
 

 

 
(11,091
)
 

 
(11,091
)
Return of capital

 

 

 

 

 
(85,046
)
 
(85,046
)
Dividends paid

 
(163,236
)
 

 

 
(163,236
)
 
(114,337
)
 
(277,573
)
Other

 
149

 
2

 

 
151

 

 
151

Balance at December 31, 2018
20,421

 
2,534,134

 
(1,008,193
)
 
261,537

 
1,807,899

 
944,030

 
2,751,929

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income

 

 
(19,025
)
 

 
(19,025
)
 
130,683

 
111,658

Other comprehensive income (loss), net of tax

 

 

 
988

 
988

 
(15,906
)
 
(14,918
)
Total comprehensive (loss) income

 

 
(19,025
)
 
988

 
(18,037
)
 
114,777

 
96,740

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based payment expense

 
26,514

 

 

 
26,514

 

 
26,514

Capital increase

 

 

 

 

 
1,499

 
1,499

Shares issued under stock award plans
22

 
(1,613
)
 

 

 
(1,591
)
 

 
(1,591
)
Return of capital

 

 

 

 

 
(98,872
)
 
(98,872
)
Dividends paid

 
(163,503
)
 

 

 
(163,503
)
 
(136,836
)
 
(300,339
)
Other

 

 
6,980

 

 
6,980

 
2,118

 
9,098

Balance at December 31, 2019
20,443

 
2,395,532

 
(1,020,238
)
 
262,525

 
1,658,262

 
826,716

 
2,484,978

 
The accompanying notes are an integral part of these consolidated financial statements.

F-10


International Game Technology PLC
Notes to the Consolidated Financial Statements

1.
Description of Business
 
International Game Technology PLC (the "Parent"), together with its consolidated subsidiaries (collectively referred to as "IGT PLC," the "Company," "we," "our," or "us"), is a global leader in gaming that delivers entertaining and responsible gaming experiences for players across all channels and regulated segments, from Gaming Machines and Lotteries to Sports Betting and Digital. We operate and provide an integrated portfolio of innovative gaming technology products and services, including: lottery management services, online and instant lottery systems, gaming systems, instant ticket printing, electronic gaming machines, sports betting, digital gaming, and commercial services. We have a local presence and relationships with governments and regulators in more than 100 countries around the world.

2.
Summary of Significant Accounting Policies

Basis of Preparation
The accompanying consolidated financial statements and notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated financial statements are stated in thousands of U.S. dollars (except share and per share data) unless otherwise indicated. We have reclassified certain prior period amounts to align with the current period presentation. All references to "U.S. dollars," "U.S. dollar," "USD," and "$" refer to the currency of the United States of America. All references to "euro," "EUR," and "€" refer to the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended.

Principles of Consolidation
The consolidated financial statements include the accounts of the Parent, our majority-owned or controlled subsidiaries, and any variable interest entities in which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated in consolidation. Earnings or losses attributable to non-controlling interests in a subsidiary are included in net income (loss) in the consolidated statements of operations.

Investments in which we have the ability to exercise significant influence, but do not control, and with respect to which we are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we have no ability to exercise significant influence are accounted for using the cost method of accounting. Equity and cost method investments are included within other non-current assets on the consolidated balance sheets.

Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates and assumptions are based on management’s best judgment.

We evaluate our estimates continuously and base them on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results may differ significantly from these estimates.

Revenue Recognition
We account for a contract with a customer when:
i.
we have written approval;
ii.
the contract is committed;
iii.
the rights of the parties, including payment terms, are identified;
iv.
the contract has commercial substance; and
v.
collectability of consideration is probable.

A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct.  If we enter into two or more contracts at or near the same time, the contracts may be combined and accounted for as one contract, in which case we determine whether the services or products in the combined contract are distinct. A service or product that is promised to

F-11


a customer is distinct if both of the following criteria are met: 

The customer can benefit from the service or product either on its own or together with other resources that are readily available to the customer; and
Our promise to transfer the service or product to the customer is separately identifiable from other promises in the contract.
 
Revenue is recognized when (or as) control of a promised service or product transfers to a customer, in an amount that reflects the consideration (which represents the transaction price) to which we expect to be entitled in exchange for transferring that service or product. If the consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or most likely amount method. Our contracts may include terms that could cause variability in the consideration, including, for example, rebates, volume discounts, service-level penalties, and performance bonuses or other forms of contingent revenue.

Our standard payment terms dictate that payment is due upon receipt of invoice, payable within 30 days. Invoices are generally issued as control transfers and/or as services are rendered. Additionally, in determining the transaction price, we adjust the promised amount of consideration for the effects of the time value of money if the payment terms are not standard and the timing of payments agreed to by the parties to the contract provide the customer or the Company with a significant benefit of financing, in which case the contract contains a significant financing component. Most arrangements that contain a significant financing component include explicit financing terms.

We may include subcontractor services or third-party vendor services or products in certain arrangements. In these arrangements, revenue from sales of third-party vendor services or products are recorded net of costs when we are acting as an agent between the customer and the vendor, and gross when we are the principal for the transaction. To determine whether we are an agent or principal, we consider whether we obtain control of the services or products before they are transferred to the customer. In making this evaluation, several factors are considered, most notably whether we have primary responsibility for fulfillment to the customer, as well as inventory risk and pricing discretion.

Service Revenue
Service revenue is derived from the following sources:

Operating and Facilities Management Contracts;
Lottery Management Agreements ("LMA");
Machine Gaming; and
Other Services.

Operating and Facilities Management Contracts
Our revenue from operating contracts, primarily from the Italy segment, is derived from long-term exclusive operating licenses. Under operating contracts, we manage all the activities along the lottery value chain including collecting wagers, paying out prizes, managing all accounting and other back-office functions, running advertising and promotions, operating data transmission networks and processing centers, training staff, providing retailers with assistance, and supplying materials for the game. In most cases, the arrangement is accounted for as a single performance obligation composed of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service).

Under operating contracts, we typically satisfy the performance obligation and recognize revenue over time because the customer simultaneously receives and consumes the benefits provided as we perform the services. The amount of consideration to which we are typically entitled is variable based on a percentage of sales. Revenue is typically recognized in the amount that we have the right to invoice the customer as this corresponds directly with the value to the customer of our performance completed to date. In arrangements where we are performing services on behalf of the government and the government is considered our customer, revenue is recognized net of prize payments, taxes, retailer commissions, and remittances to state authorities. Under operating contracts, we are generally required to pay an upfront license fee. Refer to the Upfront License Fee policy below for further details.
   
Our revenue from facilities management contracts ("FMC") is generated by assembling, installing, and operating the online lottery system and related point-of-sale equipment. Under a typical FMC, we maintain ownership of the technology and are responsible for capital investments throughout the duration of the contract. FMCs typically include a wide range of support services that are provided throughout the contract and are part of the integrated solution that the customer has contracted to obtain. In most cases, the arrangement is accounted for as a single performance obligation composed of a series of distinct services that are substantially the same and that have the same pattern of transfer. Under FMCs, we typically satisfy the performance obligation and recognize

F-12


revenue over time because the customer simultaneously receives and consumes the benefits provided as we perform the services. The amount of transaction price to which we are entitled is typically variable based on a percentage of sales. Revenue is typically recognized in the amount that we have the right to invoice the customer, as this corresponds directly with the value to the customer of our completed performance.

Lottery Management Agreements
Our revenue from LMAs is derived from two exclusive contracts within the North America Lottery segment. Similar to operating contracts, under LMAs we manage all the activities along the lottery value chain including collecting wagers, paying out prizes, managing all accounting and other back-office functions, running advertising and promotions, operating data transmission networks and processing centers, training staff, providing retailers with assistance, and supplying materials for the game. The arrangement is accounted for as a single performance obligation composed of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). In LMAs, we satisfy the performance obligation and recognize revenue over time because the customer simultaneously receives and consumes the benefits provided as we perform the services. These contracts are annual cost reimbursable contracts with incentives based on the achievement of contractual metrics. Annually, we estimate the amount of incentive to which we expect to be entitled and recognize the incentive and gross revenues on costs incurred as we perform the service. Changes in the annual estimated incentive are made cumulatively each reporting period. Under LMAs, we can be required to pay an upfront license fee. Refer to the Upfront License Fee policy below for further details.

Machine Gaming
Our revenue from machine gaming services is generated by providing customers with proprietary land-based gaming systems and equipment under a variety of recurring revenue arrangements, including a percentage of amounts wagered, a percentage of net win, or a fixed daily/monthly fee.
 
Included in machine gaming services are wide area progressive ("WAP") systems. WAP systems consist of linked slot machines located in multiple casino properties, connected to a central computer system. WAP systems include a Company-sponsored progressive jackpot that increases with every wager until a player wins the top award combination. Casinos with WAP machines pay a percentage of amounts wagered for services related to the design, assembly, installation, operation, maintenance, and marketing of the WAP systems, as well as funding and administration of Company-sponsored progressive jackpots. A portion of the total fee collected is allocated to the WAP jackpot. Since the jackpot is a payment to the customer, the portion allocated to the jackpot is classified as a reduction of revenue.

In some arrangements, there is a single performance obligation composed of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The amount of transaction price to which we are entitled typically is variable based on a percentage of wagers. This results in revenue recognition that corresponds with the value to the customer for the services transferred in the amount that we have the right to invoice. In other arrangements where the end customer is the player, we record revenue net of prize payouts once the wagering outcome has been determined.

Other Services
We also generate revenue from other services, including sports betting and commercial services.

We provide sports betting technology to lotteries and commercial operators in regulated markets, primarily in Italy and other countries in Europe as well as in the U.S. We currently offer two types of sports betting services: fixed odds contracts and sports pools arrangements.

In fixed odds contracts, we establish and assume the risks related to the odds. The potential payout is fixed at the time bets are placed and we bear the risk of odds setting. We are responsible for collecting the wagers, paying prizes, and paying fees to retailers. We retain the remaining amounts as profits. Under these contracts, we record revenue net of prize payouts, once the wagering outcome has been determined.

Our revenue from sports pools arrangements is derived from the management of sports pools where the prizes are divided among those players who select the correct outcome. There are no odds involved in sports pools and each winner’s payoff depends on the number of players and the size of the pool. Under sports pools arrangements, we collect the wagers, pay prizes, pay a percentage fee to retailers, withhold our fee, and remit the balance to the respective regulatory agency. We assume no risk associated with sports pool wagering. We record revenue net of prize payouts, retailer commissions, and remittances to state authorities once the event occurs.


F-13


We also develop technology to enable lotteries to offer commercial services over their existing lottery infrastructure or over standalone networks separate from the lottery. Leveraging our distribution network and secure transaction processing, we offer high-volume processing of commercial transactions including: prepaid cellular telephone recharges, bill payments, e-vouchers and retail-based programs, electronic tax payments, stamp duty services, prepaid card recharges, and money transfers. These services are primarily offered outside of North America. In most cases, these arrangements are considered to be short in duration. The amount of transaction price that we are typically entitled to is variable based on the number of transactions processed. Revenue is typically recognized in the amount that we have the right to invoice the customer as this corresponds directly with the value to the customer of our completed performance.
 
Our contracts generally include other services, including telephone support, software maintenance, content licensing, hardware maintenance, and the right to receive unspecified upgrades or enhancements on a when-and-if-available basis, and other professional services. Fees earned for other services are generally recognized as service revenue in the period the service is performed (i.e., over the support period).

Product Sales
Product sales are derived from the following sources:

Lottery and gaming machines, including game content; and
Lottery and gaming systems and other.

Lottery and Gaming Machines, including Game Content
Our revenue from the sale of lottery and gaming machines includes game content, non-machine gaming services related equipment, licensing and royalty fees, and component parts (including game themes and electronics conversion kits). Our credit terms are predominantly short-term in nature. We also grant extended payment terms under contracts where the sale is typically secured by the related equipment sold. Revenue from the sale of lottery and gaming machines is recognized based upon the contractual terms of each arrangement, but predominantly upon transfer of physical possession of the goods or the lapse of customer acceptance provisions. If the sale of lottery and gaming machines includes multiple performance obligations, these arrangements are accounted for under arrangements with multiple performance obligations, discussed below.

Lottery and Gaming Systems and Other
Our revenue from the sale of lottery systems and gaming systems typically includes multiple performance obligations, where we assemble, sell, deliver, and install a turnkey system (inclusive of point-of-sale terminals, if applicable) or deliver equipment and license the computer software for a fixed price, and the customer subsequently operates the system. These arrangements generally include customer acceptance provisions and general rights to terminate the contract if we are in breach of the contract or at the convenience of the customer. Such arrangements include hardware, software, and professional services. In these arrangements, the performance obligation is satisfied over time if the customer controls the asset as it is created (i.e., when the asset is built at the customer site) or if our performance does not create an asset with an alternative use and we have an enforceable right to payment plus a reasonable profit for performance completed to date. If revenue is not recognized over time, it is recognized based upon the contractual terms of each arrangement, but predominantly upon transfer of physical possession of the goods or the satisfaction of customer acceptance provisions. Our other product sales are primarily derived from the production and sales of instant ticket games under multi-year contracts. In these arrangements, the performance obligation is generally satisfied at a point in time (i.e., upon transfer of control of the game tickets to the customer) based on the contractual terms of each arrangement. 

Arrangements with Multiple Performance Obligations
We often enter into contracts that consist of a combination of services and products based on the needs of our customers, which may include post-contract support for the software and a contract for post-warranty maintenance service for the hardware. These contracts consist of multiple services and products, whereby the hardware and software may be delivered in one period and the software support and hardware maintenance services are delivered over time.
  
To the extent that a service or product in an arrangement with multiple performance obligations is subject to other specific accounting guidance, that service or product is accounted for in accordance with such specific guidance.
 
For all other distinct services and products in these arrangements, the arrangement transaction price is allocated to each performance obligation on a relative standalone selling price basis or another method that depicts the amount of consideration to which we expect to be entitled in exchange for transferring the promised services or products. If the services and products are not distinct,

F-14


we determine an appropriate measure of progress based on the nature of our overall promise for the single performance obligation.

To the extent we grant the customer the option to acquire additional services or products in one of these arrangements, we account for the option as a distinct performance obligation in the contract only if the option provides a material right to the customer that it would not receive without entering into the contract (i.e., a significant discount incremental to the range of discounts typically given for the service or product), in which case the customer in effect pays in advance for the option to purchase future services or products. We allocate a portion of the transaction price to the material right and recognize revenue when those future services or products are transferred or when the option expires.

Standalone Selling Price
We allocate the transaction price to each performance obligation on a relative standalone selling price ("SSP") basis. The SSP is the price at which we would sell a promised service or product separately to a customer. In some instances, we are able to establish SSP based on the observable prices of services or products sold separately in comparable circumstances to a similar customer. We typically establish an SSP range for our services and products that are reassessed on a periodic basis or when facts and circumstances change.
 
In other instances, we may not be able to establish an SSP range based on observable prices, and we estimate the SSP by considering multiple factors including, but not limited to, overall market conditions, including geographic or regional specific factors, competitive positioning, competitor actions, internal costs, profit objectives, and pricing practices. Estimating SSP is a formal process that includes review and approval by management.

Contract Costs
Certain eligible, non-recurring costs incurred in the initial phases of service contracts are deferred and amortized ratably over the expected period of benefit, which includes anticipated contract renewals or extensions. Recurring operating costs in these contracts are recognized as incurred.

Practical Expedients and Exemptions
We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions.

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses in our consolidated statements of operations. For certain of our long-term contracts, we capitalize and amortize incremental costs of obtaining a contract (e.g., sales commissions) on a straight-line basis over the expected customer relationship period if we expect to recover those costs.

We do not account for significant financing components if the period between when we transfer the promised service or product to the customer and when the customer pays for that service or product will be one year or less.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) performance obligations for which we recognize revenue at the amount that we have the right to invoice for services performed, (iii) contracts for which variable consideration is accounted for in accordance with sales-based or usage-based royalty guidance, and (iv) wholly unperformed contracts.

Contract Assets and Liabilities
Contract assets arise from contracts when revenue is recognized over time and the amount of revenue recognized exceeds the amount billed to the customer. These amounts are included in contract assets until the right to payment is no longer conditional on events other than the passage of time. Contract liabilities include deferred revenue, advance payments, and billings in excess of revenue recognized.


F-15


Prior Accounting Standards
Prior to January 1, 2018, the Company recognized revenue under Accounting Standards Codification ("ASC") 605, Revenue Recognition ("ASC 605") and ASC 985, Software ("ASC 985"). Our accounting policies under Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"), are materially similar to our prior accounting policies with the following differences:

The Company recognized revenue when persuasive evidence of an arrangement existed, delivery had occurred, the sales price was fixed and determinable and collectability was reasonably assured (or probable under ASC 985, Software);
The Company allocated the transaction price based on the relative selling price for each element determined using vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”) or best estimate of selling price if neither VSOE nor TPE were available. The Company’s process for determining relative selling price was materially the same as its current allocation of the transaction price to each performance obligation; and
Jackpot expense for our WAP services were recognized as a cost of service, whereas similar payments under ASC 606 are recognized as a reduction of revenue.

Stock-Based Compensation
Stock-based compensation represents the cost related to stock-based awards granted to directors and employees. Stock-based compensation cost is measured at the grant date or modification date, based on the estimated fair value of the award and recognized as expense, net of estimated forfeitures, over the vesting period. For awards subject to graded vesting that contain only a service vesting condition, compensation cost is recognized on a straight-line basis over the entire award service period. For awards subject to graded vesting with a performance condition, when achievement of the performance condition is deemed probable, compensation cost is recognized by way of an accelerated attribution method over the awards’ expected vesting periods.

Advertising
Advertising costs are expensed as incurred. Advertising expense was $41.4 million, $61.5 million, and $111.9 million for the years ended December 31, 2019, 2018, and 2017, respectively.

Research and Development Costs
Research and development costs ("R&D"), which include salaries and benefits, stock-based compensation, consultants' fees, facilities-related costs, material costs, depreciation and travel, are expensed as incurred.

Cash and Cash Equivalents
Cash and cash equivalents consist primarily of highly liquid investments purchased with an original maturity of three months or less at the date of acquisition, such as bank deposits, money market funds, and interest bearing bank accounts with insignificant interest rate risk. The fair value of cash and cash equivalents approximates the carrying amount.

Restricted Cash and Cash Equivalents
We are required by gaming regulation to maintain sufficient reserves in restricted cash accounts to be used for the purpose of funding payments to WAP jackpot winners. These restricted cash balances are based primarily on the jackpot meters displayed to slot players, or for previously won jackpots, and vary by jurisdiction. Under our Italian Lotto contract, we deposit wagers, net of prizes paid and retailer commissions retained by the retailer at point of sale, into bank accounts, the use of which is restricted based on the contract with our customer. Restricted cash is also maintained for interactive digital player deposits, collections on factored and serviced receivables not yet paid through to the third-party owner, and for customer funds received in relation to the provision of our commercial services. These amounts are restricted based on the contracts with our customers or local regulations.

Restricted cash equivalents are primarily composed of publicly-traded foreign government and corporate bonds and mutual funds, and are valued using quoted market prices.

Allowance for Credit Losses
We maintain an allowance for credit losses for the estimated probable losses on uncollectible trade and customer financing receivables. The allowance is estimated based upon the credit-worthiness of our customers, historical experience, and aging analysis, as well as current market and economic conditions. Receivables are written off against these allowances in the period they are determined to be uncollectible.

F-16


 
We determine our allowances for credit losses on customer financing receivables based on two classes: contracts and notes. Contracts include extended payment terms granted to qualifying customers for periods from one to six years and are typically secured by the related products sold. Notes consist of development financing loans granted to select customers to assist in the funding of new or expanding gaming facilities, generally under terms of one to seven years, and are secured by the developed property and/or other customer assets. Customer financing interest income is recognized based on market rates prevailing at issuance.

Inventories
Inventories are stated at the lower of cost (applying the first in, first out method) and net realizable value. Allowances are made for defective, obsolete, or excess inventory.

Systems, Equipment and Other Assets Related to Contracts, Net and Property, Plant and Equipment, Net
We have two categories of fixed assets: systems, equipment and other assets related to contracts ("Systems & Equipment"); and property, plant and equipment ("PPE").
 
Systems & Equipment are assets that primarily support our operating contracts, FMCs, and WAP systems (collectively, the "Contracts") and are principally composed of lottery and gaming assets. PPE are assets we use internally, not associated with Contracts, primarily related to production and assembly, selling, general and administration, and R&D.

Systems & Equipment and PPE are stated at cost, net of accumulated depreciation and accumulated impairment loss, if any. Depreciation commences when the asset is placed in service and is recognized on a straight-line basis over the estimated useful lives of the assets. Repair and maintenance costs are expensed as incurred, whereas major improvements that increase asset values and extend useful lives are capitalized. 
 
The estimated useful lives for Systems & Equipment depends on the type of asset. Lottery assets (such as terminals, mainframe computers, communications equipment, and software development costs) have estimated useful lives that generally do not exceed 10 years and commercial gaming machines have estimated useful lives of three to five years.

The estimated useful lives for PPE is 40 years for buildings and five to 10 years for furniture and equipment. Leasehold improvements are amortized over the shorter of the lease term or estimated useful life. 

Systems & Equipment and PPE are tested for impairment whenever events or changes in circumstances indicate the carrying amount of those assets may not be recoverable. An impairment loss is recognized only if the carrying amount is not recoverable and exceeds its fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted forecasted cash flows resulting from the use and eventual disposition of such asset. An impairment loss is measured as the amount by which the carrying amount exceeds its fair value.

Goodwill
The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses, and is stated at cost less accumulated impairment losses.

Goodwill has been allocated to and is tested for impairment at the reporting unit level, which is the same level as our operating segment. We assess our reporting units annually and have identified the following four reporting units at December 31, 2019: North America Gaming and Interactive, North America Lottery, International, and Italy.

Goodwill is tested for impairment annually, in the fourth quarter, or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. We either first perform a qualitative assessment to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount and whether the quantitative analysis is necessary, or elect to perform a quantitative one-step process. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount and an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. In performing the goodwill impairment test, we estimate the fair value of the reporting units using an income approach based on projected discounted cash flows.


F-17


Other Intangible Assets
Other intangible assets, which include indefinite-lived and definite-lived intangible assets, are stated at cost, less accumulated amortization and accumulated impairment losses.

Indefinite-lived intangible assets are composed of trademarks for which there is no foreseeable limit of the period over which they are expected to generate net cash inflows. Definite-lived intangible assets, which are primarily composed of customer relationships and computer software and game library, are capitalized and amortized on a straight-line basis over their estimated economic lives. Amortization of software-related intangibles is included in cost of services and cost of product sales and amortization of other intangible assets is included in selling, general and administrative expenses in the consolidated statement of operations.

The estimated economic lives of our definite-lived intangible assets are as follows:
Category
 
Estimated
economic life
Sports betting rights
 
7 years
Computer software and game library
 
3 - 14 years
Licenses
 
3 - 15 years
Customer relationships
 
3 - 20 years
Developed technologies
 
5 - 14 years
Trademarks
 
6 - 20 years
Other
 
4 - 17 years


Indefinite-lived intangible assets other than goodwill are tested for impairment annually, in the fourth quarter, or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets are less than their carrying amount and whether the quantitative analysis is necessary. The quantitative analysis compares the fair value of indefinite-lived intangible assets to their carrying amount and an impairment loss is recognized when the carrying amount exceeds the fair value.

Capitalized Software Development Costs
Costs incurred in the development of our externally-sold software products are expensed as incurred, except certain software development costs eligible for capitalization. Software development costs incurred subsequent to establishing technological feasibility and through the general release of the software products are capitalized. Capitalized costs are amortized over the products’ estimated economic life to cost of product sales in the consolidated statement of operations.

Costs incurred during the application development phase of software for services provided to customers are capitalized as internal-use software and amortized over the useful life to cost of services. Costs incurred during the application of software for internal use are capitalized and amortized over the useful life to selling, general and administrative expenses in the consolidated statement of operations.

Upfront License Fees
We periodically make long-term investments in contracts with customers and obtain licenses to supply products and services to the customers. As consideration, we pay license fees, which are classified as other non-current assets in the consolidated balance sheets. We recognize the amortization of the license fees as a reduction of service revenue over the estimated economic life of the license term. This method reflects the pattern in which economic benefits are expected to be realized. The recoverability of each payment is subject to significant estimates about future revenues related to the contracts' future cash flows. We evaluate these assets for impairment and update amortization rates on an agreement by agreement basis. The assets are reviewed for impairment whenever events or changes in circumstances indicate their carrying amount may not be recoverable. In periods in which payments are made to the customer, we classify the payment as a cash outflow from operating activities in the consolidated statements of cash flows.


F-18


Jackpot Accounting
We incur costs to fund jackpots and accrue jackpot liabilities with every wager on devices connected to a WAP system. Jackpot liabilities are estimated based on the size of the jackpot, the number of WAP units in service, variations and volume of play, and interest rate movements. Jackpots are generally payable to winners immediately, in the case of instant wins, or in equal annual installments over 20 to 26 years. Winners may elect to receive a lump sum payment for the present value of the jackpot discounted at applicable interest rates in lieu of periodic annual installments.

Jackpot liabilities are composed of payments due to previous winners, and amounts due to future winners of jackpots not yet won. Liabilities due to previous winners for periodic payments are carried at the accreted cost of a qualifying U.S. government or agency annuity investment that may be purchased at the time of the jackpot win. If the periodic liability is not initially funded with an annuity investment, it is discounted and accreted using the risk-free rate at the time of the jackpot win.

Liabilities due to future winners are recorded at the present value of the estimated amount of jackpots not yet won. We estimate the present value of these liabilities using current market rates, weighted with historical lump sum payout election ratios. Based on the most recent historical patterns, approximately 85% of winners will elect the lump sum payment option. The current portion of these liabilities are estimated based on historical experience with winner payment elections, in conjunction with the theoretical projected number of jackpots.

Legal and Other Contingencies
Loss contingency provisions arising from a legal proceeding or claim are recorded for probable and estimable losses at the best estimate of a loss, or when a best estimate cannot be made, at the minimum estimated loss, the determination of which requires significant judgment. If it is reasonably possible but not probable that a liability has been incurred, or if the amount of a probable loss cannot be reasonably estimated, the amount or range of estimated loss is disclosed, if material. We evaluate our provisions for legal contingencies at least quarterly and, as appropriate, establish new provisions or adjust existing provisions to reflect the facts and circumstances known to us at the time, including information regarding negotiations, settlements, rulings, and other relevant events and developments; the advice of counsel; and the assumptions and judgment of management. Legal costs are expensed as incurred.

Fair Value Measurements
We account for certain financial assets and liabilities at fair value. Financial assets and liabilities are categorized, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to the use of observable inputs and the lowest priority to the use of unobservable inputs. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. These levels are as follows:
Level 1 - inputs are based upon unadjusted quoted prices for identical instruments in active markets.
Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the instruments.
Level 3 - inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. 

Derivative Financial Instruments
We use derivative financial instruments for the management of foreign currency risks and interest rate risks. We do not enter into derivatives for speculative purposes. Derivatives are recognized as either assets or liabilities in the consolidated balance sheet at fair value. All derivatives are recorded gross, except netting of foreign exchange contracts and counterparty netting of interest receivable and payable related to interest rate swaps, as applicable. The accounting for changes in the fair value of a derivative depends on the nature of the hedge and the hedge effectiveness. Derivative gains and losses are reported in the consolidated statements of cash flows consistent with the classification of the cash flows from the underlying hedged items.

For derivative instruments designated as cash flow hedges, gains and losses are recorded in other comprehensive income (loss) and are subsequently reclassified when the hedged item affects earnings. At that time, the amount is reclassified from other comprehensive income (loss) to the same income statement line as the earnings effect of the hedged item.

F-19



For derivative instruments designated as fair value hedges, changes in fair value are recorded in interest income (expense) and are offset by changes in the fair value of the underlying debt instrument due to changes in the benchmark interest rate.

For derivative instruments designated as net investment hedges, the spot portion of the derivative gain or loss is reported in foreign currency translation within other comprehensive income (loss) to offset any gains or losses on translation of the net investment in the subsidiary. All other components of the derivative fair value will be reported in income, as either interest income or interest expense, on an amortized basis.

Derivative instruments not designated as hedges are recognized in the consolidated balance sheet at fair value with the changes in fair value recorded in foreign exchange gain (loss), net in the consolidated statements of operations.

Leases
We determine whether a contract is or contains a lease at inception. As a lessee, we recognize right-of-use ("ROU") assets and lease liabilities on the lease commencement date based on the present value of lease payments over the lease term. ROU assets also include any upfront lease payments or initial direct costs and are adjusted for lease incentives received.

We consider renewal and termination options, including whether they are reasonably certain to be exercised, in determining the lease term and establishing the ROU assets and lease liabilities. ROU assets and lease liabilities are calculated using our incremental borrowing rate, which is based on the lease currency and length of the lease, unless the implicit rate is determinable.

Most of our lease contracts contain both lease and non-lease components. As a lessee, we combine lease and non-lease components into a single lease component for all classes of underlying assets except certain communication equipment. For certain communication equipment, we allocate the consideration between lease and non-lease components based on relative standalone price. Lease expense is recognized on a straight-line basis over the lease term.

Variable lease payments are generally expensed as incurred except for certain rent payments that depend on an index, which are included in lease payments using the index rate in effect as of the lease commencement date.

Short-term leases, which are leases with an initial term of 12 months or less with no purchase options that are reasonably certain of exercise, are not recognized on the balance sheet. The rental payments are recognized as lease expense on a straight-line basis over the lease term.

Certain of our lottery and commercial gaming arrangements include leases for equipment installed at customer locations as part of our long-term service contracts. As the lessor, we combine lease and non-lease components for all classes of underlying assets in arrangements that involve operating leases. Within operating leases, the single combined component is accounted for under ASC 842, Leases, or ASC 606, depending on which component is the predominant component in the arrangement. If a component cannot be combined, the consideration is allocated between the lease component and the non-lease component based on relative standalone selling price.

Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using the enacted tax rates in effect for the year in which the differences are expected to reverse. Tax credits are generally recognized as reductions of income tax provisions in the year in which the credits arise. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enacted or substantively enacted date.

Accounting for uncertainty in income taxes recognized in the consolidated financial statements is in accordance with accounting authoritative guidance, which prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more likely than not" to be sustained, the tax position is then assessed to determine the amount of the benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement.


F-20


We recognize interest and penalties related to unrecognized tax benefits on the provision for taxes line of the consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheets.

We use the period cost method for global intangible low-taxed income ("GILTI") provisions and therefore have not recorded deferred taxes for basis differences expected to reverse in future periods.

Foreign Currency Translation
The financial statements of subsidiaries located outside of the United States with functional currencies other than the U.S. dollar are translated into U.S. dollars, with the resulting translation adjustments recorded as a component of accumulated other comprehensive income ("AOCI") within shareholders’ equity. Assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, while income and expense items are translated using the average exchange rates during the period.

New Accounting Standards - Recently Adopted
In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. In 2017, 2018, and 2019, the FASB amended ASU 2016-02. We adopted ASU 2016-02 and subsequent amendments (collectively "ASC 842") as of January 1, 2019.

We used the optional transition method which resulted in a cumulative effect adjustment to retained earnings on January 1, 2019. We elected to apply the package of practical expedients and to use hindsight in determining the lease term and assessing impairment. Our election of the hindsight practical expedient resulted in longer lease terms for certain existing leases.

The adoption of the new standard resulted in the recognition of ROU assets and lease liabilities of $419.5 million and $445.2 million, respectively. The adoption did not materially impact our consolidated statements of operations, comprehensive income, or cash flows.

While lessor accounting is largely unchanged under ASC 842, certain of our lottery and gaming arrangements include implicitly or explicitly identified equipment installed at customer locations. In these arrangements, we are typically compensated based on a percentage of sales or other forms of variable payment. Under ASC 842, we expect most of the arrangements to include leases that will be classified as operating leases; however, certain of these leases could be classified as sales-type financing leases either at inception or upon modification of existing contracts in future periods. After electing the practical expedient to combine lease and non-lease components as the lessor for an operating lease, these contracts will fall under the revenue guidance when the predominant component of these arrangements is non-lease components.

New Accounting Standards - Not Yet Adopted
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes ("ASU 2019-12"). This update provides, among other things, simplifications for accounting for income taxes by removing certain exceptions. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. We will adopt ASU 2019-12 upon the effective date and do not expect it to have a material impact upon adoption.

In April 2019, the FASB issued ASU No. 2019-04, Codification improvements to Topic 326, Financial instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”). This update clarifies certain aspects of accounting for credit losses, hedging activities, and financial instruments (addressed by ASUs 2016-13, 2017-12, and 2016-01 respectively). The amendments related to ASU 2016-13 and ASU 2016-01 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The amendments related to ASU 2017-12 are effective January 1, 2020, with early adoption permitted. We will adopt ASU 2019-04 upon the effective date and do not expect it to have a material impact upon adoption.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"), which provides guidance around disclosure requirements for fair value measurement of investments. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We will adopt ASU 2018-13 upon the effective date and do not expect it to have an impact upon adoption.


F-21


In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") and subsequent amendments, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, and loans and other financial instruments, we will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Additionally, the guidance permits irrevocable election of the fair value option on an instrument-by-instrument basis for certain financial assets previously measured at amortized cost. ASU 2016-13 and subsequent amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted beginning January 1, 2018. Application of ASU 2016-13 and subsequent amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. We will adopt ASU 2016-13 upon the effective date and do not expect it to have a material impact upon adoption.

We do not currently expect that any other recently issued accounting guidance will have a significant effect on the consolidated financial statements.

3.
Revenue Recognition

Disaggregation of Revenue

The following tables summarizes customer contract revenue disaggregated by reportable segment and the source of the revenue for the years ended December 31, 2019 and 2018:
 
 
For the year ended December 31, 2019
($ thousands)
 
North America Gaming and Interactive
 
North America Lottery
 
International
 
Italy
 
Other
 
Total
Operating and Facilities Management Contracts
 

 
807,354

 
284,417

 
760,185

 

 
1,851,956

Lottery Management Agreements
 

 
108,032

 

 

 

 
108,032

Machine gaming
 
406,673

 
97,013

 
111,839

 
572,242

 

 
1,187,767

Other services
 
212,592

 
59,984

 
64,051

 
375,642

 
722

 
712,991

Service revenue
 
619,265

 
1,072,383

 
460,307

 
1,708,069

 
722

 
3,860,746

 
 
 
 
 
 
 
 
 
 
 
 
 
Lottery product
 

 
91,287

 
18,501

 

 

 
109,788

Gaming machines
 
321,217

 

 
259,424

 

 

 
580,641

Systems and other
 
130,165

 
1,529

 
101,956

 
981

 

 
234,631

Product sales
 
451,382

 
92,816

 
379,881

 
981

 

 
925,060

Total revenue
 
1,070,647

 
1,165,199

 
840,188

 
1,709,050

 
722

 
4,785,806


 
 
For the year ended December 31, 2018
($ thousands)
 
North America Gaming and Interactive
 
North America Lottery
 
International
 
Italy
 
Other
 
Total
Operating and Facilities Management Contracts
 

 
828,641

 
282,864

 
793,303

 

 
1,904,808

Lottery Management Agreements
 

 
129,104

 

 

 

 
129,104

Machine gaming
 
420,447

 
99,679

 
139,936

 
672,202

 

 
1,332,264

Other services
 
204,029

 
53,645

 
72,697

 
349,044

 
723

 
680,138

Service revenue
 
624,476

 
1,111,069

 
495,497

 
1,814,549

 
723

 
4,046,314

 
 
 
 
 
 
 
 
 
 
 
 
 
Lottery product
 

 
80,405

 
46,323

 

 

 
126,728

Gaming machines
 
261,696

 

 
193,092

 

 

 
454,788

Systems and other
 
116,997

 
428

 
85,071

 
930

 

 
203,426

Product sales
 
378,693

 
80,833

 
324,486

 
930

 

 
784,942

Total revenue
 
1,003,169

 
1,191,902

 
819,983

 
1,815,479

 
723

 
4,831,256



F-22



Contract Balances
 
Information about receivables, contract assets, and contract liabilities is as follows: 
($ thousands)
 
December 31, 2019
 
December 31, 2018
 
Balance Sheet Classification
Receivables, net
 
1,006,127

 
949,085

 
Trade and other receivables, net
 
 
 
 
 
 
 
Contract assets:
 
 
 
 
 
 
Current
 
47,499

 
58,739

 
Other current assets
Non-current
 
76,188

 
69,691

 
Other non-current assets
 
 
123,687

 
128,430

 
 
 
 
 
 
 
 
 
Contract liabilities:
 
 
 
 
 
 
Current
 
(67,816
)
 
(72,005
)
 
Other current liabilities
Non-current
 
(65,855
)
 
(67,022
)
 
Other non-current liabilities
 
 
(133,671
)
 
(139,027
)
 
 

 
The amount of revenue recognized during the year ended December 31, 2019 that was included in the contract liabilities balance at December 31, 2018 was $50.7 million. The amount of revenue recognized during the year ended December 31, 2018 that was included in the contract liabilities balance at January 1, 2018 was $44.5 million.

Transaction Price Allocated to Remaining Performance Obligations

At December 31, 2019, unsatisfied performance obligations for contracts expected to be greater than one year, or performance obligations for which we do not have a right to consideration from the customer in the amount that corresponds to the value to the customer for our performance completed to date, variable consideration which is not accounted for in accordance with the sales-based or usage-based royalties guidance, or contracts which are not wholly unperformed were approximately 10% of our annual revenue for 2019, of which approximately 26% is expected to be satisfied within one year and the remainder is expected to be satisfied over the subsequent 8 years.

4.
Trade and Other Receivables, net
 
Trade and other receivables are recorded at cost, net of allowances for credit losses.
 
 
December 31,
($ thousands)
 
2019
 
2018
Gross
 
1,057,489

 
1,008,509

Allowance for credit losses
 
(51,362
)
 
(59,424
)
Net
 
1,006,127

 
949,085


 
The following table presents the activity in the allowance for credit losses:
 
 
December 31,
($ thousands)
 
2019
 
2018
 
2017
Balance at beginning of year
 
(59,424
)
 
(53,323
)
 
(58,884
)
Recoveries (provisions), net
 
2,920

 
(10,800
)
 
(12,255
)
Amounts written off as uncollectible
 
4,119

 
2,222

 
17,826

Foreign currency translation
 
729

 
2,869

 
(5,885
)
Other
 
294

 
(392
)
 
5,875

Balance at end of year
 
(51,362
)
 
(59,424
)
 
(53,323
)

 

F-23


5.
Inventories

 
 
December 31,
($ thousands)
 
2019
 
2018
Raw materials
 
86,877

 
172,229

Work in progress
 
11,663

 
32,835

Finished goods
 
96,895

 
117,519

Inventories, gross
 
195,435

 
322,583

Obsolescence reserve
 
(33,645
)
 
(39,885
)
Inventories, net
 
161,790

 
282,698



The following table presents the activity in the obsolescence reserve:
 
 
December 31,
($ thousands)
 
2019
 
2018
 
2017
Balance at beginning of year
 
(39,885
)
 
(26,911
)
 
(17,402
)
Provisions, net
 
(28,970
)
 
(14,199
)
 
(8,909
)
Amounts written off
 
23,375

 
817

 
41

Foreign currency translation
 
(130
)
 
408

 
(641
)
Other
 
11,965

 

 

Balance at end of year
 
(33,645
)
 
(39,885
)
 
(26,911
)


6.
Other Assets
 
Other Current Assets
 
 
 
 
December 31,
($ thousands)
 
Note
 
2019
 
2018
Customer financing receivables, net
 
 
 
226,979

 
170,273

Other receivables
 
 
 
67,095

 
61,055

Income taxes receivable
 
 
 
56,857

 
39,075

Value-added tax ("VAT") receivable
 
 
 
53,148

 
60,232

Contract assets
 
3
 
47,499

 
58,739

Prepaid expenses
 
 
 
41,520

 
47,781

Prepaid royalties
 
 
 
24,999

 
52,712

Other
 
 
 
53,772

 
53,269

 
 
 
 
571,869

 
543,136


 

F-24


Other Non-Current Assets
 
 
 
 
December 31,
($ thousands)
 
Notes
 
2019
 
2018
Upfront license fees, net:
 
 
 
 
 
 
Italian Scratch & Win
 
 
 
873,756

 
992,333

Italian Lotto
 
 
 
568,669

 
677,564

New Jersey
 
 
 
83,209

 
91,970

Indiana
 
 
 
11,853

 
13,247

 
 
 
 
1,537,487

 
1,775,114

 
 
 
 
 
 
 
Customer financing receivables, net
 
 
 
122,124

 
88,354

Contract assets
 
3
 
76,188

 
69,691

Finance lease right-of-use assets
 
10
 
35,586

 

Deferred income taxes
 
15
 
27,108

 
38,117

Prepaid royalties
 
 
 
25,092

 
64,598

Debt issuance costs
 
14
 
20,464

 

Other
 
 
 
83,475

 
111,207

 
 
 
 
1,927,524

 
2,147,081



Upfront License Fees

The upfront license fees are being amortized on a straight-line basis as follows:
Upfront License Fee
 
License Term
 
Amortization Start Date
Italian Scratch & Win
 
9 years
 
October 2019
Italian Lotto
 
9 years
 
December 2016
New Jersey
 
15 years, 9 months
 
October 2013
Indiana
 
15 years
 
July 2013


Yeonama Holdings Co. Limited ("Yeonama")

In May 2019, we sold our ownership interest in Yeonama, an investment previously included within other non-current assets on the consolidated balance sheet. The sale resulted in a pre-tax gain of €26.1 million ($29.1 million at the May 31, 2019 exchange rate).

Customer Financing Receivables

Customer financing receivables, net are recorded at cost.
 
 
December 31, 2019
 
 
 
 
Allowance for
 
 
($ thousands)
 
Gross
 
credit losses
 
Net
Current
 
255,221

 
(28,242
)
 
226,979

Non-current
 
125,542

 
(3,418
)
 
122,124

 
 
380,763

 
(31,660
)
 
349,103


 
 
December 31, 2018
 
 
 
 
Allowance for
 
 
($ thousands)
 
Gross
 
credit losses
 
Net
Current
 
196,831

 
(26,558
)
 
170,273

Non-current
 
91,005

 
(2,651
)
 
88,354

 
 
287,836

 
(29,209
)
 
258,627



F-25


The following table presents the activity in the allowance for credit losses: 
 
 
December 31,
($ thousands)
 
2019
 
2018
 
2017
Balance at beginning of year
 
(29,209
)
 
(19,574
)
 
(7,856
)
Provisions, net
 
(2,477
)
 
(10,131
)
 
(5,236
)
Amounts written off as uncollectible
 
11

 
317

 

Foreign currency translation
 
15

 
179

 
(159
)
Other
 

 

 
(6,323
)
Balance at end of year
 
(31,660
)
 
(29,209
)
 
(19,574
)


7.
Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Our significant financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 are as follows:
 
 
 
 
December 31, 2019
($ thousands)
 
Balance Sheet Location
 
Level 1
 
Level 2
 
Level 3
 
Total Fair Value
Assets:
 
 
 
 
 
 
 
 
 
 
Derivative assets
 
Other current and other non-current assets
 

 
8,317

 
2,471

 
10,788

Equity investments
 
Other non-current assets
 
7,769

 

 
15,098

 
22,867

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Derivative liabilities
 
Other current and other non-current liabilities
 

 
6,425

 

 
6,425

 
 
 
 
December 31, 2018
($ thousands)
 
Balance Sheet Location
 
Level 1
 
Level 2
 
Level 3
 
Total Fair Value
Assets:
 
 
 
 
 
 
 
 
 
 
Restricted cash equivalents
 
Restricted cash and cash equivalents
 
56,550

 

 

 
56,550

Derivative assets
 
Other current and other non-current assets
 

 
7,317

 
2,519

 
9,836

Equity investments
 
Other non-current assets
 
6,585

 

 
13,509

 
20,094

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Derivative liabilities
 
Other current and other non-current liabilities
 

 
25,473

 

 
25,473


 
Valuation Techniques
 
Derivative assets and liabilities classified as Level 2 were derived from quoted market prices for similar instruments or by discounting the future cash flows with adjustments for credit risk as appropriate. All significant inputs were derived from or corroborated by observable market data including current forward exchange rates and LIBOR rates, among others. The Level 3 derivative asset was valued based on a free cash flow forecast.
 
Equity investments classified as Level 2 were valued using quoted market prices. Level 3 equity investments are carried at cost, which approximates fair value.

Restricted cash equivalents are primarily composed of publicly-traded foreign government and corporate bonds and mutual funds, and were valued using quoted market prices.

At December 31, 2019 and 2018, the carrying amounts for cash and cash equivalents, restricted cash, trade and other receivables, other current assets, accounts payable, and other current liabilities approximated their estimated fair values because of their short-term nature.


F-26


Financial Assets Measured at Fair Value on a Nonrecurring Basis

Our assessment of goodwill for impairment includes various inputs, including forecasted revenue, forecasted operating profits, terminal growth rates, and weighted-average costs of capital. The projected cash flows used in calculating the fair value of our reporting units, using the income approach, considered historical and estimated future results and general economic and market conditions, as well as the impact of planned business and operational strategies. As a result, the Company classified the International reporting unit measured at fair value on a nonrecurring basis within Level 3 of the fair value hierarchy.

Financial Assets and Liabilities Not Carried at Fair Value

The carrying amounts and fair value hierarchy classification of our significant financial assets and liabilities not carried at fair value as of December 31, 2019 and 2018 are as follows:
 
 
December 31, 2019
($ thousands)
 
Carrying 
Amount
 
Level 1
 
Level 2
 
Level 3
 
Total Fair Value
Assets:
 
 
 
 
 
 
 
 
 
 
Customer financing receivables, net
 
349,103

 

 

 
349,686

 
349,686

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Jackpot liabilities
 
234,827

 

 

 
230,363

 
230,363

Debt (1)
 
8,062,816

 

 
8,589,939

 

 
8,589,939

 
 
December 31, 2018
($ thousands)
 
Carrying 
Amount
 
Level 1
 
Level 2
 
Level 3
 
Total Fair Value
Assets:
 
 
 
 
 
 
 
 
 
 
Customer financing receivables, net
 
258,627

 

 

 
260,857

 
260,857

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Jackpot liabilities
 
254,567

 

 

 
229,089

 
229,089

Debt (1)
 
7,996,073

 

 
8,089,154

 

 
8,089,154


(1) Debt excludes short-term borrowings and swap adjustments
 
8.
Derivative Financial Instruments

We use selected derivative hedging instruments, principally foreign currency forward contracts and interest rate swaps, for the purpose of managing currency risks and interest rate risk arising from our operations and sources of financing.

Cash Flow Hedges
 
The notional amount of foreign currency forward contracts, designated as cash flow hedges, outstanding at December 31, 2019 and 2018 were $56.8 million and $74.0 million, respectively. The amount recorded within other comprehensive income (loss) at December 31, 2019 is expected to impact the consolidated statement of operations in 2020.

Fair Value Hedges
 
In September 2015, we executed $625.0 million notional amount of interest rate swaps that effectively convert $625.0 million of the 6.250% Senior Secured U.S. Dollar Notes from fixed interest rate debt to variable rate debt. The terms of the swap require periodic net settlement payments and expire in February 2022.

Net Investment Hedges

In October 2018, we executed $200.0 million notional amount of cross-currency swaps that are a hedge of foreign exchange risk associated with a net investment in foreign operations. The terms of the swap require periodic net settlement payments and a final notional exchange will occur on settlement. The swaps expire in August 2021.

F-27


Derivatives Not Designated as Hedging Instruments
 
The notional amount of foreign currency forward contracts, not designated as hedging instruments, outstanding at December 31, 2019 and 2018 was $550.0 million and $518.7 million, respectively.

Refer to Note 17, Shareholders’ Equity - Accumulated Other Comprehensive Income for further information.

9.
Systems, Equipment and Other Assets Related to Contracts, net and Property, Plant and Equipment, net

Systems & Equipment and PPE, net consist of the following: 
 
 
Systems & Equipment, net
 
PPE, net
 
 
December 31,
 
December 31,
($ thousands)
 
2019
 
2018
 
2019
 
2018
Land
 
297

 
303

 
2,317

 
2,462

Buildings
 
107,538

 
157,611

 
70,473

 
69,799

Terminals and systems
 
2,933,649

 
3,014,733

 

 

Furniture and equipment
 
198,324

 
205,305

 
240,375

 
257,444

Construction in progress
 
54,950

 
74,382

 
15,624

 
12,777

 
 
3,294,758

 
3,452,334

 
328,789

 
342,482

Accumulated depreciation
 
(1,986,818
)
 
(2,047,908
)
 
(182,734
)
 
(157,133
)
 
 
1,307,940

 
1,404,426

 
146,055

 
185,349



Gain on Sale of Assets to Distributor

During 2019, we entered into a long-term strategic agreement with a distributor in Oklahoma that included the sale of used, non-premium equipment, which was previously included within Systems & Equipment, net within the consolidated balance sheet. This sale resulted in a gain of $27.7 million which is classified in other operating expense, net on the consolidated statements of operations for the year ended December 31, 2019.

10.
Leases

Lessee

We have operating and finance leases for real estate (warehouses, office space, data centers), vehicles, communication equipment, and other equipment. Many of our real estate leases include one or more options to renew, while some include termination options. Certain vehicle and equipment leases include residual value guarantees and options to purchase the leased asset.

Many of our real estate leases include variable payments for maintenance, real estate taxes, and insurance that are determined based on the actual costs incurred by the landlord. Some of our equipment leases include variable payments that are determined based on a percentage of sales.

F-28



The classification of our operating and finance leases in the consolidated balance sheets are as follows:
($ thousands)
 
Balance Sheet Classification
 
December 31, 2019
Assets
 
 
 
 
     Operating ROU asset
 
Operating lease right-of-use assets
 
341,538

     Finance ROU asset, net (1)
 
Other non-current assets
 
35,586

Total lease assets
 
 
 
377,124

 
 
 
 
 
Liabilities
 
 
 
 
    Operating lease liability, current
 
Other current liabilities
 
50,442

    Finance lease liability, current
 
Other current liabilities
 
8,731

    Operating lease liability, non-current
 
Operating lease liabilities
 
310,721

    Finance lease liability, non-current
 
Other non-current liabilities
 
36,335

Total lease liabilities
 
 
 
406,229

(1) Finance ROU assets are recorded net of accumulated amortization of $6.9 million at December 31, 2019.

Weighted-average lease terms and discount rates at December 31, 2019 are as follows:
 
 
Weighted-Average
 
 
Remaining Lease Term (in years)
 
Discount Rate
Operating leases
 
8.60
 
6.89
%
Finance leases
 
6.01
 
5.45
%

Components of lease expense are as follows:
($ thousands)
 
For the year ended
December 31, 2019
Operating lease costs
 
83,972

Finance lease costs (1)
 
10,341

Variable lease costs (2)
 
74,324

(1) Finance lease costs include amortization of ROU assets of $7.8 million and interest on lease liabilities of $2.5 million.
(2) Variable lease costs include immaterial amounts related to short-term leases and sublease income.

Maturities of operating and finance lease liabilities at December 31, 2019 are as follows ($ thousands):
Year
 
Operating Leases
 
Finance Leases
 
Total
2020
 
72,690

 
10,803

 
83,493

2021
 
63,013

 
10,413

 
73,426

2022
 
54,763

 
7,979

 
62,742

2023
 
50,544

 
5,749

 
56,293

2024
 
46,022

 
4,988

 
51,010

Thereafter
 
210,405

 
13,056

 
223,461

Total lease payments
 
497,437

 
52,988

 
550,425

Less: Imputed interest
 
(136,274
)
 
(7,922
)
 
(144,196
)
Present value of lease liabilities
 
361,163

 
45,066

 
406,229


(1) The maturities above exclude leases that have not yet commenced. We have committed rental payments of $14.4 million for leases that will commence in 2020 with lease terms ranging from 5-13 years.


F-29


Cash flow information and non-cash activity related to leases is as follows:
($ thousands)
 
For the year ended
December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
 
 
     Operating cash flows from operating and finance leases
 
82,366

     Finance cash flows from finance leases
 
7,632

 
 
 
Non-cash activity:
 
 
ROU assets obtained in exchange for lease obligations (net of early terminations)
 
 
     Operating leases
 
16,000

     Finance leases
 
9,441



Disclosures related to periods prior to adoption of ASC 842
 
Rent and lease expense was $118.5 million and $106.1 million for the years ended December 31, 2018 and 2017, respectively, and included contingent rent payments of $28.7 million and $24.2 million for the years ended December 31, 2018 and 2017, respectively.

The future minimum lease payments for the remaining non-cancellable term of our leases at December 31, 2018 were as follows ($ thousands): 
Year
 
Operating
 
Capital
 
Total
2019
 
69,690

 
8,946

 
78,636

2020
 
56,204

 
8,304

 
64,508

2021
 
46,092

 
7,499

 
53,591

2022
 
41,324

 
5,809

 
47,133

2023
 
38,155

 
6,097

 
44,252

Thereafter
 
204,216

 
2,978

 
207,194

Total future minimum lease payments
 
455,681

 
39,633

 
495,314

Less imputed interest
 
 

 
(9,529
)
 
 

Present value of future minimum lease payments
 
 

 
30,104

 
 



Facility Lease
 
We have a lease for a facility in Providence, Rhode Island. We have the right to terminate the lease after June 30, 2023 if our FMC with the State of Rhode Island is not renewed, in exchange for a termination fee equal to six months of base rent plus operating expenses. The lease includes two 10-year extension options. We have the unilateral right to extend the lease under the two extension options under the same terms as in the initial term. We may not assign the lease or sublease our portion of the facility without the lessor’s approval, which is not to be unreasonably withheld. Under ASC 840, the lease was accounted for under the build-to-suit guidance because we were considered the owner of the facility during the construction period. At the end of the construction period, the transaction did not qualify for sale-leaseback accounting because we had continuing involvement. Therefore, we carried the entire cost of the facility as an asset with an offsetting liability that was reduced over time under the financing method. The facility was depreciated over its useful life of 40 years. The asset associated with this lease, which was classified as PPE in the consolidated balance sheets, was carried at a cost of $55.6 million with accumulated depreciation of $17.0 million at December 31, 2018. The liability and the net book value of the asset would have been $32.5 million at the end of the non-cancellable lease term.

Sale and Leaseback Transactions

On March 29, 2017, we entered into a sale-leaseback transaction for our main production facility located in Reno, Nevada. The transaction included a 15.5 year initial lease term, with four 5-year additional renewal periods exercisable at our option, 3% annual rent increases, and payment and performance guarantees. Rent expense was $13.4 million for the year ended December 31, 2018.


F-30


Lessor

We have various arrangements for commercial gaming and lottery equipment under which we are the lessor. These leases generally meet the criteria for operating lease classification. Lease income for operating leases is included within service revenue, while lease income for sales type leases is included within product sales in the consolidated statements of operations. Lease income was approximately 7.0% and 6.0% of total revenue for the years ended December 31, 2019 and 2018, respectively.

11.
Goodwill

Changes in the carrying amount of goodwill consist of the following:
($ thousands)
 
North America
Gaming and
Interactive
 
North America
Lottery
 
International
 
Italy
 
Total
Balance at December 31, 2017
 
1,439,867

 
1,221,589

 
1,549,381

 
1,512,978

 
5,723,815

Impairment
 

 

 
(118,000
)
 

 
(118,000
)
Foreign currency translation
 

 

 
(8,534
)
 
(17,319
)
 
(25,853
)
Other
 

 

 

 
265

 
265

Balance at December 31, 2018
 
1,439,867

 
1,221,589

 
1,422,847

 
1,495,924

 
5,580,227

Impairment
 

 

 
(99,000
)
 

 
(99,000
)
Disposal
 

 

 
(13,201
)
 

 
(13,201
)
Foreign currency translation
 

 

 
(2,677
)
 
(13,855
)
 
(16,532
)
Balance at December 31, 2019
 
1,439,867

 
1,221,589

 
1,307,969

 
1,482,069

 
5,451,494

 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2018
 
 

 
 

 
 

 
 

 
 

Cost
 
2,153,867

 
1,225,682

 
1,658,698

 
1,497,641

 
6,535,888

Accumulated impairment
 
(714,000
)
 
(4,093
)
 
(235,851
)
 
(1,717
)
 
(955,661
)
 
 
1,439,867

 
1,221,589

 
1,422,847

 
1,495,924

 
5,580,227

 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2019
 
 

 
 

 
 

 
 

 
 

Cost
 
2,153,867

 
1,225,682

 
1,641,187

 
1,483,754

 
6,504,490

Accumulated impairment
 
(714,000
)
 
(4,093
)
 
(333,218
)
 
(1,685
)
 
(1,052,996
)
 
 
1,439,867

 
1,221,589

 
1,307,969

 
1,482,069

 
5,451,494



Goodwill Impairment

During the fourth quarter of 2019, we recorded a $99.0 million non-cash impairment loss with no income tax benefit and reduced the carrying amount of our International reporting unit to fair value. The Company determined that there was an impairment in the International reporting unit’s goodwill due to lower forecasted cash flows along with a higher weighted-average cost of capital.

During the fourth quarter of 2018, we recorded a $118.0 million non-cash impairment loss with no income tax benefit and reduced the carrying amount of our International reporting unit to fair value. The Company determined that there was an impairment in the International reporting unit’s goodwill due to the results of 2018 being lower than forecasted along with a higher weighted-average cost of capital.

During the third quarter of 2017, we determined that the North America Gaming and Interactive reporting unit's long-term strategy of improving content and game performance to stabilize and then grow market share was taking longer than expected which resulted in us performing an interim goodwill impairment test. As a result of the interim test, we recorded a $714.0 million non-cash impairment loss with no income tax benefit to reduce the carrying amount of this reporting unit to fair value.


F-31


12.
Intangible Assets, net
 
Intangible assets at December 31, 2019 and 2018 are summarized as follows:
 
 
 
 
December 31, 2019
 
December 31, 2018
($ thousands)
 
Weighted- Average
Amortization Period (Years)
 
Gross  Carrying Amount
 
Accumulated
Amortization
 
Net Carrying Amount
 
Gross  Carrying Amount
 
Accumulated
Amortization
 
Net Carrying Amount
Amortized:
 
 
 
 

 
 

 
 

 
 
 
 
 
 
Customer relationships
 
15.2
 
2,379,425

 
1,176,860

 
1,202,565

 
2,428,946

 
1,093,753

 
1,335,193

Computer software and game library
 
5.4
 
998,360

 
809,079

 
189,281

 
967,828

 
753,160

 
214,668

Trademarks
 
14.1
 
185,285

 
76,196

 
109,089

 
185,590

 
61,806

 
123,784

Licenses
 
10.1
 
298,007

 
247,436

 
50,571

 
294,104

 
221,934

 
72,170

Developed technologies
 
5.4
 
219,448

 
203,121

 
16,327

 
220,097

 
179,192

 
40,905

Sports betting rights
 
6.5
 
146,505

 
137,772

 
8,733

 
134,197

 
131,933

 
2,264

Other
 
7.7
 
35,439

 
21,003

 
14,436

 
27,460

 
18,634

 
8,826

 
 
 
 
4,262,469

 
2,671,467

 
1,591,002

 
4,258,222

 
2,460,412

 
1,797,810

Unamortized:
 
 
 
 

 
 

 
 

 
 

 
 

 
 

Trademarks
 
 
 
245,000

 

 
245,000

 
246,913

 

 
246,913

Total intangible assets, excluding goodwill
 
 
 
4,507,469

 
2,671,467

 
1,836,002

 
4,505,135

 
2,460,412

 
2,044,723


Intangible asset amortization expense of $271.5 million, $272.7 million, and $401.5 million (which includes computer software amortization expense of $29.4 million, $29.6 million, and $31.4 million) was recorded in 2019, 2018, and 2017, respectively.

Amortization expense on intangible assets for the next five years is expected to be as follows ($ thousands):
Year
 
Amount
2020
 
252,983

2021
 
211,443

2022
 
181,008

2023
 
146,148

2024
 
138,744

Total
 
930,326


 
13.
Other Liabilities
 
Other Current Liabilities 
 
 
 
 
December 31,
($ thousands)
 
Notes
 
2019
 
2018
Employee compensation
 
 
 
163,463

 
145,616

Accrued interest payable
 
 
 
141,485

 
139,276

Taxes other than income taxes
 
 
 
135,607

 
149,203

Accrued expenses
 
 
 
123,280

 
115,165

Jackpot liabilities
 
16
 
74,725

 
76,191

Contract liabilities
 
3
 
67,816

 
72,005

Current financial liabilities
 
 
 
62,860

 
107,316

Operating lease liabilities
 
10
 
50,442

 

Income taxes payable
 
 
 
33,314

 
8,209

Other
 
 
 
29,089

 
11,950

 
 
 
 
882,081

 
824,931




F-32


Other Non-Current Liabilities 
 
 
 
 
December 31,
($ thousands)
 
Notes
 
2019
 
2018
Jackpot liabilities
 
16
 
160,101

 
178,376

Contract liabilities
 
3
 
65,855

 
67,022

Reserves for uncertain tax positions
 
 
 
47,523

 
40,803

Finance lease liabilities
 
10
 
36,335

 
57,756

Income taxes payable
 
 
 
26,493

 
25,654

Royalties payable
 
 
 
18,918

 
26,686

Other
 
 
 
58,324

 
74,802

 
 
 
 
413,549

 
471,099



14.
Debt

The principal balance of each debt obligation reconciles to the consolidated balance sheet as follows: 
 
 
December 31, 2019
($ thousands)
 
Principal
 
Debt issuance
cost, net
 
Premium
 
Swap
 
Total
6.250% Senior Secured U.S. Dollar Notes due February 2022
 
1,500,000

 
(8,199
)
 

 
(473
)
 
1,491,328

4.750% Senior Secured Euro Notes due February 2023
 
954,890

 
(6,508
)
 

 

 
948,382

5.350% Senior Secured U.S. Dollar Notes due October 2023
 
60,567

 

 
318

 

 
60,885

3.500% Senior Secured Euro Notes due July 2024
 
561,700

 
(4,369
)
 

 

 
557,331

6.500% Senior Secured U.S. Dollar Notes due February 2025
 
1,100,000

 
(10,041
)
 

 

 
1,089,959

3.500% Senior Secured Euro Notes due June 2026
 
842,550

 
(7,445
)
 

 

 
835,105

6.250% Senior Secured U.S. Dollar Notes due January 2027
 
750,000

 
(6,613
)
 

 

 
743,387

2.375% Senior Secured Euro Notes due April 2028
 
561,700

 
(5,297
)
 

 

 
556,403

Senior Secured Notes, long-term
 
6,331,407

 
(48,472
)
 
318

 
(473
)
 
6,282,780

 
 
 
 
 
 
 
 
 
 
 
Euro Term Loan Facility due January 2023
 
1,325,612

 
(8,223
)
 

 

 
1,317,389

Euro Revolving Credit Facilities due July 20241
 

 

 

 

 

U.S. Dollar Revolving Credit Facilities due July 20241
 

 

 

 

 

Long-term debt, less current portion
 
7,657,019

 
(56,695
)
 
318

 
(473
)
 
7,600,169

 
 
 
 
 
 
 
 
 
 
 
4.750% Senior Secured Euro Notes due March 2020
 
435,767

 
(978
)
 

 

 
434,789

5.500% Senior Secured U.S. Dollar Notes due June 2020
 
27,311

 

 
74

 
(19
)
 
27,366

Current portion of long-term debt
 
463,078

 
(978
)
 
74

 
(19
)
 
462,155

 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
 
3,193

 

 

 

 
3,193

 
 
 
 
 
 
 
 
 
 
 
Total Debt
 
8,123,290

 
(57,673
)
 
392

 
(492
)
 
8,065,517

(1) $20.5 million of debt issuance costs, net presented in other non-current assets
 

F-33




 
December 31, 2018
($ thousands)
 
Principal
 
Debt issuance
cost, net
 
Premium
 
Swap
 
Total
4.125% Senior Secured Euro Notes due February 2020
 
501,058

 
(1,891
)
 

 

 
499,167

4.750% Senior Secured Euro Notes due March 2020
 
444,146

 
(5,894
)
 

 

 
438,252

5.500% Senior Secured U.S. Dollar Notes due June 2020
 
27,311

 

 
234

 
(26
)
 
27,519

6.250% Senior Secured U.S. Dollar Notes due February 2022
 
1,500,000

 
(11,611
)
 

 
(18,780
)
 
1,469,609

4.750% Senior Secured Euro Notes due February 2023
 
973,250

 
(8,520
)
 

 

 
964,730

5.350% Senior Secured U.S. Dollar Notes due October 2023
 
60,567

 

 
416

 

 
60,983

3.500% Senior Secured Euro Notes due July 2024
 
572,500

 
(5,321
)
 

 

 
567,179

6.500% Senior Secured U.S. Dollar Notes due February 2025
 
1,100,000

 
(11,615
)
 

 

 
1,088,385

6.250% Senior Secured U.S. Dollar Notes due January 2027
 
750,000

 
(7,333
)
 

 

 
742,667

Senior Secured Notes, long-term
 
5,928,832

 
(52,185
)
 
650

 
(18,806
)
 
5,858,491

 
 
 
 
 
 
 
 
 
 
 
Euro Term Loan Facility due January 2023
 
1,717,500

 
(12,105
)
 

 

 
1,705,395

Euro Revolving Credit Facilities due July 2024
 
313,158

 
(6,163
)
 

 

 
306,995

U.S. Dollar Revolving Credit Facilities due July 2024
 
115,000

 
(8,614
)
 

 

 
106,386

Long-term debt, less current portion
 
8,074,490

 
(79,067
)
 
650

 
(18,806
)
 
7,977,267

 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
 
34,822

 

 

 

 
34,822

 
 
 
 
 
 
 
 
 
 
 
Total Debt
 
8,109,312

 
(79,067
)
 
650

 
(18,806
)
 
8,012,089

 

The principal amount of long-term debt maturing over the next five years and thereafter as of December 31, 2019 is as follows
($ thousands): 
Year
 
U.S. Dollar Denominated
 
Euro Denominated
 
Total
2020
 
27,311

 
435,767

 
463,078

2021
 

 
359,488

 
359,488

2022
 
1,500,000

 
359,488

 
1,859,488

2023
 
60,567

 
1,561,526

 
1,622,093

2024
 

 
561,700

 
561,700

2025 and thereafter
 
1,850,000

 
1,404,250

 
3,254,250

Total principal payments
 
3,437,878

 
4,682,219

 
8,120,097








F-34


Senior Secured Notes
 
The key terms of our senior secured notes (the "Notes"), which are rated Ba2 and BB+ by Moody’s Investor Service ("Moody’s") and Standard & Poor’s Ratings Services ("S&P"), respectively, are as follows:
Description
 
Principal (thousands)
 
Effective 
Interest Rate
 
Issuer
 
Guarantors
 
Collateral
 
Redemption
 
Interest payments
4.750% Senior Secured Euro Notes due March 2020 (1)
 
€387,900
 
6.00%
 
Parent
 
*
 
 
+
 
Annually in arrears
5.500% Senior Secured U.S. Dollar Notes due June 2020
 
$27,311
 
4.88%
 
IGT
 
**
 
††
 
++
 
Semi-annually in arrears
6.250% Senior Secured U.S. Dollar Notes due February 2022
 
$1,500,000
 
6.52%
 
Parent
 
*
 
 
+++
 
Semi-annually in arrears
4.750% Senior Secured Euro Notes due February 2023
 
€850,000
 
4.98%
 
Parent
 
*
 
 
+++
 
Semi-annually in arrears
5.350% Senior Secured U.S. Dollar Notes due October 2023
 
$60,567
 
5.47%
 
IGT
 
**
 
††
 
++
 
Semi-annually in arrears
3.500% Senior Secured Euro Notes due July 2024
 
€500,000
 
3.68%
 
Parent
 
*
 
 
+++
 
Semi-annually in arrears
6.500% Senior Secured U.S. Dollar Notes due February 2025
 
$1,100,000
 
6.71%
 
Parent
 
*
 
 
+++
 
Semi-annually in arrears
3.500% Senior Secured Euro Notes due June 2026
 
€750,000
 
3.65%
 
Parent
 
*
 
 
++++
 
Semi-annually in arrears
6.250% Senior Secured U.S. Dollar Notes due January 2027
 
$750,000
 
6.41%
 
Parent
 
*
 
 
+++
 
Semi-annually in arrears
2.375% Senior Secured Euro Notes due April 2028
 
€500,000
 
2.50%
 
Parent
 
*
 
 
++++
 
Semi-annually in arrears
(1) Subject to a 1.25% per annum decrease in the event of an upgrade in ratings by Moody’s to Baa or higher and S&P to BBB- or higher.
 
*    Certain subsidiaries of the Parent.

**    The Parent and certain subsidiaries of the Parent.

Ownership interests of the Parent in certain of its direct subsidiaries and certain intercompany loans with principal balances in excess of $10 million.

††
Certain intercompany loans with principal balances in excess of $10 million.

+
The Parent may redeem in whole but not in part at any time prior to maturity at 100% of their principal amount together with accrued and unpaid interest and a make-whole premium. The Parent may also redeem in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events. Upon the occurrence of certain events, the Parent will be required to redeem in whole or in part at 100% of their principal amount together with accrued and unpaid interest.

++
International Game Technology ("IGT") may redeem in whole or in part at any time prior to maturity at 100% of their principal amount together with accrued and unpaid interest and a make-whole premium. IGT may also redeem in whole or in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain gaming regulatory events. Upon the occurrence of certain events, IGT will be required to offer to repurchase all of the notes at a price equal to 101% of their principal amount together with accrued and unpaid interest.

+++
The Parent may redeem in whole or in part at any time prior to the date which is six months prior to maturity at 100% of their principal amount together with accrued and unpaid interest and a make-whole premium. After such date, the Parent may redeem in whole or in part at 100% of their principal amount together with accrued and unpaid interest. The Parent may also redeem in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events. Upon the occurrence of certain events, the Parent will be required to offer to repurchase all of the notes at a price equal to 101% of their principal amount together with accrued and unpaid interest.


F-35


++++
The Parent may redeem in whole or in part at any time prior to the first date set forth in the redemption price schedule at 100% of their principal amount together with accrued and unpaid interest and a make-whole premium. After such date, the Parent may redeem in whole or in part at a redemption price set forth in the redemption price schedule in the indenture, together with accrued and unpaid interest. The Parent may also redeem in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events. Upon the occurrence of certain events, the Parent will be required to offer to repurchase all of the notes at a price equal to 101% of their principal amount together with accrued and unpaid interest.

The Notes contain customary covenants and events of default. At December 31, 2019, the issuers were in compliance with the covenants.

2.375% Senior Secured Euro Notes due April 2028

On September 16, 2019, the Parent issued €500 million of 2.375% Senior Secured Euro Notes due April 2028 (the "2.375% Notes") at par.

The Parent used the net proceeds from the 2.375% Notes to pay the €320.0 million ($350.2 million) first installment on the Euro Term Loan Facility due January 25, 2020 on September 27, 2019 and pay down $192.3 million of the Revolving Credit Facilities due July 2024, for total consideration, excluding interest, of $542.5 million. The Company recorded a €2.1 million ($2.3 million) loss on extinguishment of debt in connection with the Term Loan repayment, which is classified in other income (expense), net on the consolidated statement of operations for the year ended December 31, 2019.

3.500% Senior Secured Euro Notes due June 2026

On June 20, 2019, the Parent issued €750 million of 3.500% Senior Secured Euro Notes due June 2026 (the "3.500% Notes due 2026") at par.

The Parent used the net proceeds from the 3.500% Notes due 2026 to repurchase €437.6 million ($497.5 million) of the 4.125% Senior Secured Euro Notes due February 2020 (the "4.125% Notes") and pay down $339.3 million of the Revolving Credit Facilities due July 2024, for total consideration, excluding interest, of $845.3 million. The Company recorded an €8.5 million ($9.6 million) loss on extinguishment of debt in connection with the repurchase, which is classified in other income (expense), net on the consolidated statement of operations for the year ended December 31, 2019.

6.250% Senior Secured U.S. Dollar Notes due January 2027

On September 26, 2018, the Parent issued $750 million of 6.250% Senior Secured U.S. Dollar Notes due January 2027 (the "6.250% Notes") at par.

The Parent used the net proceeds from the 6.250% Notes and borrowings under the Revolving Credit Facilities due July 2021 to redeem $600.0 million of the 5.625% Senior Secured U.S. Dollar Notes due February 2020, $144.3 million of the 7.500% Senior Secured U.S. Dollar Notes due July 2019 (the "7.500% Notes") and $96.8 million of the 5.500% Senior Secured U.S. Dollar Notes due June 2020 (the "5.500% Notes"), for total consideration, excluding interest, of $865.8 million. The Company recorded a $24.8 million loss on extinguishment of debt in connection with the redemptions, which is classified in other income (expense), net on the consolidated statement of operations for the year ended December 31, 2018.

3.500% Senior Secured Euro Notes due July 2024

On June 27, 2018, the Parent issued €500 million of 3.500% Senior Secured Euro Notes due July 2024 (the "3.500% Notes due 2024") at par.

The Parent used the net proceeds from the 3.500% Notes due 2024 to repurchase €262.4 million ($303.6 million) of the 4.125% Notes and €112.1 million ($129.7 million) of the 4.750% Senior Secured Euro Notes due March 2020, for total consideration, excluding interest, of €395.5 million ($457.5 million). The Company recorded a $29.6 million loss on extinguishment of debt in connection with the repurchases, which is classified in other income (expense), net on the consolidated statement of operations for the year ended December 31, 2018.


F-36


6.625% Senior Secured Euro Notes due February 2018

The Parent redeemed the €500 million ($625.5 million) 6.625% Senior Secured Euro Notes due February 2018 when they matured on February 2, 2018, using proceeds from the Euro Term Loan Facility due January 2023.

7.500% Senior Secured U.S. Dollar Notes due July 2019

On June 12, 2017, International Game Technology offered to purchase any and all of the $500.0 million 7.500% Notes and on June 21, 2017 International Game Technology purchased $355.7 million of these notes for total consideration, excluding interest, of $393.5 million. The Company recorded a $25.7 million loss on extinguishment of debt in connection with the purchase, which is classified in other income (expense), net on the consolidated statement of operations for the year ended December 31, 2017. International Game Technology redeemed the remaining $144.3 million of these notes on September 21, 2018.

Term Loan Facility
 
The Parent is party to a senior facility agreement (the "Term Loan Facility Agreement") for a €1.5 billion term loan facility maturing in January 2023 (the "Term Loan Facility"), which must be repaid in the following installments, as detailed below:
Due Date
 
Amount (€ thousands)
January 25, 2021
 
320,000

January 25, 2022
 
320,000

January 25, 2023
 
540,000



On September 27, 2019, the Parent repaid the first €320 million installment due January 25, 2020 (resulting in €1.2 billion principal remaining) from the proceeds of the 2.375% Notes issued on September 16, 2019.
Interest on the Term Loan Facility is payable between one and six months in arrears at rates equal to the applicable LIBOR or EURIBOR plus a margin based on our long-term ratings by Moody’s and S&P. At December 31, 2019 and 2018, the effective interest rate on the Term Loan Facility was 2.05%.
The Term Loan Facility is guaranteed by certain subsidiaries of the Parent and is secured by ownership interests of the Parent in certain of its direct subsidiaries and certain intercompany loans with principal balances in excess of $10 million.
Upon the occurrence of certain events, the Parent may be required to prepay the Term Loan Facility in full.
The Term Loan Facility Agreement contains customary covenants (including maintaining a minimum ratio of EBITDA to net interest costs and maximum ratio of total net debt to EBITDA) and events of default. At December 31, 2019, the Parent was in compliance with the covenants.
 
Revolving Credit Facilities
 
The Parent and certain of its subsidiaries are party to a senior facilities agreement (the "RCF Agreement") which provides for the following multi-currency revolving credit facilities (the "Revolving Credit Facilities"):
Maximum Amount
Available (thousands)
 
Facility
 
Borrowers
$1,050,000
 
Revolving Credit Facility A
 
Parent, IGT, and IGT Global Solutions Corporation
€625,000
 
Revolving Credit Facility B
 
Parent and Lottomatica Holding S.r.l.

On July 24, 2019, the Company entered into an amendment to the Revolving Credit Facilities due July 2021. The amendment extended the final maturity date of the Revolving Credit Facilities from July 26, 2021 to July 31, 2024 and established the minimum ratio of EBITDA to total net interest costs and the maximum ratio of total net debt to EBITDA for the extended term of the revolving credit facilities. In addition, the amendment reduced the aggregate revolving facilities commitments of the lenders from $1.20 billion and €725 million to $1.05 billion and €625 million and amended the definition of "Permitted Restricted Payment" to eliminate the leverage ratio threshold condition to the payment of dividends and other restricted payments. The amendment also allowed IGT-Europe B.V. to be added as a borrower under Revolving Credit Facility B and modified certain other non-material provisions.


F-37


Interest on the Revolving Credit Facilities is payable between one and six months in arrears at rates equal to the applicable LIBOR or EURIBOR plus a margin based on the Parent’s long-term ratings by Moody’s and S&P. At December 31, 2019, there was no balance for the Revolving Credit Facilities. At December 31, 2018, the effective interest rate on the Revolving Credit Facilities was 2.66%.

The RCF Agreement provides that the following fees, which are recorded in interest expense in the consolidated statements of operations, are payable quarterly in arrears:
 
Commitment fees - payable on the aggregate undrawn and un-cancelled amount of the Revolving Credit Facilities depending on the Parent’s long-term ratings by Moody’s and S&P. The applicable rate was 0.725% at December 31, 2019.
Utilization fees - payable on the aggregate drawn amount of the Revolving Credit Facilities at a rate depending on the percentage of the Revolving Credit Facilities utilized. There was no balance as of December 31, 2019.
 
The Revolving Credit Facilities are guaranteed by the Parent and certain of its subsidiaries and are secured by ownership interests of the Parent in certain of its direct subsidiaries and certain intercompany loans with principal balances in excess of $10 million.
 
Upon the occurrence of certain events, the borrowers may be required to repay the Revolving Credit Facilities and the lenders may have the right to cancel their commitments.
 
At December 31, 2019 the available liquidity under the Revolving Credit Facilities was $1.752 billion.

The RCF Agreement contains customary covenants (including maintaining a minimum ratio of EBITDA to net interest costs and a maximum ratio of total net debt to EBITDA) and events of default. At December 31, 2019, the borrowers were in compliance with the covenants.
 
Other Credit Facilities
 
The Parent and certain of its subsidiaries may borrow under senior unsecured uncommitted demand credit facilities made available by several financial institutions. At December 31, 2019, there were no borrowings under these facilities. At December 31, 2018, there were $34.8 million borrowings under these facilities with an effective interest rate of 3.64%.

Letters of Credit
 
The Parent and certain of its subsidiaries may obtain letters of credit under the Revolving Credit Facilities and under senior unsecured uncommitted demand credit facilities. The letters of credit secure various obligations, including obligations arising under customer contracts and real estate leases. The following table summarizes the letters of credit outstanding at December 31, 2019 and 2018 and the weighted-average annual cost of such letters of credit:
 
 
 
Letters of Credit Outstanding
 
 
($ thousands)
 
Not under the
Revolving Credit
Facilities
 
Under the
Revolving Credit
Facilities
 
Total
 
Weighted-
Average
Annual Cost
December 31, 2019
 
402,300

 

 
402,300

 
1.02
%
December 31, 2018
 
453,719

 

 
453,719

 
0.98
%



F-38


Interest Expense, Net
 
 
For the year ended December 31,
($ thousands)
 
2019
 
2018
 
2017
Senior Secured Notes
 
(351,077
)
 
(352,293
)
 
(389,879
)
Term Loan Facilities
 
(36,138
)
 
(39,462
)
 
(23,567
)
Revolving Credit Facilities
 
(28,160
)
 
(27,805
)
 
(34,984
)
Other
 
(8,040
)
 
(12,058
)
 
(10,469
)
Interest expense
 
(423,415
)
 
(431,618
)
 
(458,899
)
Interest income
 
13,286

 
14,231

 
10,436

Interest expense, net
 
(410,129
)
 
(417,387
)
 
(448,463
)


15.
Income Taxes
 
The components of income (loss) before provision for (benefit from) income taxes, determined by tax jurisdiction, are as follows:
 
 
For the year ended December 31,
($ thousands)
 
2019
 
2018
 
2017
United Kingdom
 
35,401

 
195,629

 
(408,595
)
United States
 
(301,307
)
 
(363,507
)
 
(1,173,601
)
Italy
 
507,491

 
535,643

 
479,851

Other
 
43,182

 
(63,717
)
 
125,420

 
 
284,767

 
304,048

 
(976,925
)

 
The provision for (benefit from) income taxes consists of:
 
 
For the year ended December 31,
($ thousands)
 
2019
 
2018
 
2017
Current:
 
 

 
 

 
 

United Kingdom
 
1,803

 
3,579

 
733

United States
 
46,288

 
(12,028
)
 
80,140

Italy
 
143,982

 
186,402

 
131,155

Other
 
49,329

 
45,942

 
54,823

 
 
241,402

 
223,895

 
266,851

Deferred:
 
 

 
 

 
 

United Kingdom
 
(78
)
 
(282
)
 
4,366

United States
 
(68,789
)
 
(20,900
)
 
(175,539
)
Italy
 
3,651

 
(3,186
)
 
865

Other
 
(3,077
)
 
(10,126
)
 
(125,957
)
 
 
(68,293
)
 
(34,494
)
 
(296,265
)
 
 
173,109

 
189,401

 
(29,414
)

 
Income taxes paid, net of refunds, were $235.4 million, $239.8 million, and $296.4 million in 2019, 2018, and 2017, respectively.

In 2017, the United States enacted into law the Tax Cuts and Jobs Act of 2017 (the "Tax Act") which resulted in significant changes to the U.S. corporate income tax system. Changes include, but are not limited to: a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017; the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system; and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings (the "transition tax") as of December 31, 2017. In accordance with the Tax Act, we recorded a $114.2 million income tax benefit in the fourth quarter of 2017, the period in which the legislation was enacted. The total tax benefit included a $60.5 million tax expense related to the transition tax and a $174.7 million tax benefit related to the remeasurement of deferred tax assets and liabilities.



F-39


The Parent is a tax resident in the United Kingdom (the "U.K."). A reconciliation of the provision for (benefit from) income taxes, with the amount computed by applying the weighted-average rate of the U.K. statutory main corporation tax rates enacted in each of the Parent’s calendar year reporting periods to income (loss) before provision for (benefit from) income taxes is as follows:
 
 
For the year ended December 31,
($ thousands)
 
2019
 
2018
 
2017
Income (loss) before provision for (benefit from) income taxes
 
284,767

 
304,048

 
(976,925
)
United Kingdom statutory tax rate
 
19.00
%
 
19.00
%
 
19.25
%
Statutory tax expense (benefit)
 
54,106

 
57,769

 
(188,058
)
 
 
 
 
 
 
 
Base erosion and anti-abuse ("BEAT") tax
 
31,340

 
13,769

 

IRAP and state taxes
 
30,607

 
38,820

 
33,484

Non-deductible goodwill impairment
 
18,810

 
22,420

 
137,445

Foreign tax expense, net of U.S. federal benefit
 
13,585

 
14,930

 
14,500

Foreign tax and statutory rate differential (1)
 
10,805

 
48,040

 
(71,050
)
Change in unrecognized tax benefits
 
6,637

 
9,166

 
20,624

GILTI tax
 
4,575

 
11,079

 

Change in valuation allowances
 
507

 
(13,723
)
 
58,672

Italian allowance for corporate equity
 
(3,674
)
 
(4,515
)
 
(11,761
)
Non-taxable foreign exchange gain
 
(3,744
)
 
(12,384
)
 

Non-taxable gains on investments
 
(6,225
)
 

 

Italian tax settlement
 

 
16,664

 

Tax impact of Tax Act
 

 
(10,852
)
 
(114,219
)
Capital gain taxes on sale of Double Down Interactive LLC ("DoubleDown")
 

 

 
94,303

Other
 
15,780

 
(1,782
)
 
(3,354
)
 
 
173,109

 
189,401

 
(29,414
)
 
 
 
 
 
 
 
Effective tax rate
 
60.8
%
 
62.3
%
 
3.0
%

 (1) Includes the effects of foreign subsidiaries' earnings taxed at rates other than the U.K. statutory rate

In 2019, our effective tax rate was higher than the U.K. statutory rate of 19.00% primarily due to the impact of the international provisions of the Tax Act (BEAT and GILTI), foreign rate differences, and a goodwill impairment with no associated tax benefit.

In 2018, our effective tax rate was higher than the U.K. statutory rate of 19.00% primarily due to the impact of the international provisions of the Tax Act (BEAT and GILTI), a goodwill impairment with no associated tax benefit, foreign rate differences, increases in uncertain tax positions, and the settlement of an Italian tax audit.

In 2017, our effective tax rate was higher than the U.K. statutory rate of 19.25% primarily due to a goodwill impairment with no associated tax benefit, capital gain taxes incurred on the sale of DoubleDown, a net increase in valuation allowances in the U.K. and other foreign jurisdictions, offset by a favorable net tax benefit recorded related to the impact of the Tax Act.


F-40


The components of deferred tax assets and liabilities are as follows: 
 
 
December 31,
($ thousands)
 
2019
 
2018
Deferred tax assets:
 
 

 
 

Net operating losses
 
175,342

 
226,249

Provisions not currently deductible for tax purposes
 
143,864

 
112,768

Section 163(j) interest limitation
 
93,522

 
75,778

Lease liabilities
 
79,328

 

Depreciation and amortization
 
43,034

 
49,548

Jackpot timing differences
 
40,550

 
42,651

Inventory reserves
 
3,437

 
10,497

Other
 
44,099

 
17,503

Gross deferred tax assets
 
623,176

 
534,994

Valuation allowance
 
(156,133
)
 
(170,831
)
Deferred tax assets, net of valuation allowance
 
467,043

 
364,163

 
 
 
 
 
Deferred tax liabilities:
 
 

 
 

Acquired intangible assets
 
536,244

 
589,993

Depreciation and amortization
 
175,254

 
157,260

Lease right-of-use assets
 
74,201

 

Other
 
21,058

 
24,876

Total deferred tax liabilities
 
806,757

 
772,129

Net deferred income tax liability
 
(339,714
)
 
(407,966
)
 
Our net deferred income taxes are recorded in the consolidated balance sheets as follows: 
 
 
December 31,
($ thousands)
 
2019
 
2018
Deferred income taxes - non-current asset
 
27,108

 
38,117

Deferred income taxes - non-current liability
 
(366,822
)
 
(446,083
)
 
 
(339,714
)
 
(407,966
)

 
Net Operating Loss Carryforwards

We have a $813.4 million gross tax loss carryforward, of which $393.8 million relates to the U.K., $87.6 million relates to U.S. Federal, and $332.0 million relates to other foreign tax jurisdictions. Carryforwards in certain tax jurisdictions begin to expire in 2030, while others have an unlimited carryforward period. A valuation allowance has been provided on $703.3 million of the gross net operating loss carryforwards. Portions of the tax loss carryforwards are subject to annual limitations, including Section 382 of the U.S. Internal Revenue Code of 1986, as amended, for U.S. tax purposes, and similar provisions under other countries' laws. In addition, as of December 31, 2019, we had U.S. state tax net operating loss carryforwards, resulting in a deferred tax asset (net of U.S. federal tax benefit) of approximately $10.0 million. U.S. state tax net operating loss carryforwards generally expire in the years 2020 through 2039.

Valuation Allowance

A reconciliation of the valuation allowance is as follows:
 
 
December 31,
($ thousands)
 
2019
 
2018
 
2017
Balance at beginning of year
 
170,831

 
184,554

 
151,653

Expiration of tax attributes
 
(15,205
)
 

 
(25,771
)
Net charges to (income) expense
 
507

 
(13,723
)
 
58,672

Balance at end of year
 
156,133

 
170,831

 
184,554




F-41


The valuation allowance primarily relates to U.K. and foreign net operating losses that are not more likely than not expected to be realized. In assessing the need for a valuation allowance, we considered both positive and negative evidence for each jurisdiction including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. When we change our determination as to the amount of deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to the provision for (benefit from) income taxes in the period in which such determination is made.

In December 2017, we recorded a valuation allowance on the U.K. net operating losses. The net operating losses were primarily due to significant foreign exchange losses relating to euro-denominated debt that is recorded on a U.S. dollar functional currency U.K. company.

For the years ended December 31, 2019 and December 31, 2018, we recorded a net valuation (decrease) increase of $(14.7) million and $13.7 million, respectively.

Accounting for Uncertainty in Income Taxes

A reconciliation of the unrecognized tax benefits is as follows: 
 
 
December 31,
($ thousands)
 
2019
 
2018
 
2017
Balance at beginning of year
 
26,635

 
20,975

 
14,340

Additions to tax positions - current year
 
717

 
11,947

 
479

Additions to tax positions - prior years
 
2,358

 
16,973

 
7,503

Reductions to tax positions - current year
 

 

 
(893
)
Reductions to tax positions - prior years
 

 
(4,610
)
 
(41
)
Settlements
 

 
(17,238
)
 

Lapses in statutes of limitations
 
(535
)
 
(1,412
)
 
(413
)
Balance at end of year
 
29,175

 
26,635

 
20,975


 
At December 31, 2019, 2018, and 2017, $29.1 million, $26.6 million, and $16.6 million, respectively, of the unrecognized tax benefits, if recognized, would affect our effective tax rates.
 
We recognize interest expense and penalties related to income tax matters in the provision for income taxes. For 2019, 2018, and 2017, we recognized $4.7 million, $0.7 million, and $12.1 million, respectively, in interest expense, penalties, and inflationary adjustments. At December 31, 2019, 2018, and 2017, the gross balance of accrued interest and penalties was $21.2 million, $16.4 million, and $15.7 million, respectively.

Unrecognized tax benefits increased during 2019, 2018 and 2017 as a result of various international tax audits.

We file income tax returns in various jurisdictions of which the United Kingdom, United States, and Italy represent the major tax jurisdictions. All years prior to calendar year 2016 are closed with the IRS. As of December 31, 2019, we are subject to income tax audits in various tax jurisdictions globally, most significantly in Mexico and Italy.

Mexico Tax Audit

Based on a 2006 tax examination, the Company's Mexican subsidiary, GTECH Mexico S.A. de C.V., was issued an income tax assessment of approximately Mexican peso ("MXN") 425.0 million. The assessment relates to the denial of a deduction for cost of goods sold and the taxation of intercompany loan proceeds. The Company has unsuccessfully contested the two issues in the Mexican court system receiving unfavorable decisions by the Mexican Supreme Court in June 2017 and October 2019, respectively. As of December 31, 2019, based on the unfavorable decisions received, the Company has recorded a liability of MXN 463.9 million (approximately $24.5 million), which includes additional interest, penalties, and inflationary adjustments.

Italy Tax Audits

On December 21, 2017 and on March 29, 2018, the Italian Tax Authority issued a preliminary tax audit report for the 2014 and 2015 fiscal years, respectively. Both audit reports related to the reorganization of the Italian business and the merger of GTECH S.p.A. with and into the Parent effective from April 7, 2015, addressing (i) the non-deductibility of certain transaction costs, (ii) withholding taxes on bridge facility fees, and (iii) the redetermination of the taxable gains associated with the reorganization of

F-42


the Italian business. The total income tax assessment for fiscal 2014 and fiscal 2015 was €13.2 million ($16.7 million), which has been settled and fully paid with the Italian Tax Authority as of December 31, 2018.

16.
Commitments and Contingencies

Commitments

Jackpot Commitments
 
Jackpot liabilities are recorded as current and non-current liabilities as follows: 
($ thousands)
 
December 31, 2019
Current liabilities
 
74,725

Non-current liabilities
 
160,101

 
 
234,826

 
Future jackpot payments are due as follows: 
($ thousands)
 
Previous Winners
 
Future Winners
 
Total
2020
 
32,589

 
41,988

 
74,577

2021
 
25,111

 
8,326

 
33,437

2022
 
22,338

 
689

 
23,027

2023
 
20,073

 
689

 
20,762

2024
 
17,496

 
689

 
18,185

Thereafter
 
93,745

 
10,329

 
104,074

Future jackpot payments due
 
211,352

 
62,710

 
274,062

Unamortized discounts
 
 

 
 

 
(39,236
)
Total jackpot liabilities
 
 

 
 

 
234,826

 
Performance and other bonds
 
In connection with certain contracts, we have delivered performance bonds for the benefit of customers; bid and litigation bonds for the benefit of potential customers; and WAP bonds that are used to secure our financial liability when a player elects to have their WAP jackpot winnings paid over an extended period of time.

These bonds give the beneficiary the right to obtain payment and/or performance from the issuer of the bond if certain specified events occur. In the case of performance bonds, which generally have a term of one year, such events include our failure to perform our obligations under the applicable contract. The following table provides information related to potential commitments for bonds outstanding at December 31, 2019
($ thousands)
 
Total bonds
Performance bonds
 
507,123

WAP bonds
 
218,419

Bid and litigation bonds
 
41,788

All other bonds
 
3,602

 
 
770,932



Legal Proceedings

From time to time, the Parent and/or one or more of its subsidiaries are party to legal, regulatory, or administrative proceedings regarding, among other matters, claims by and against us, and injunctions by third parties arising out of the ordinary course of business. Licenses are also subject to legal challenges by competitors seeking to annul awards made to the Company. The Parent and/or one or more of its subsidiaries are also, from time to time, subjects of, or parties to, ethics and compliance inquiries and investigations related to the Company’s ongoing operations. Legal proceedings can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings are often difficult to predict and our view of these matters may change as

F-43


the related proceedings and events unfold. At December 31, 2019, provisions for litigation matters amounted to $15.5 million. With respect to litigation and other legal proceedings where we have determined that a loss is reasonably possible but we are unable to estimate the amount or range of reasonably possible loss in excess of amounts already accrued, no additional amounts have been accrued, given the uncertainties of litigation and the inherent difficulty of predicting the outcome of legal proceedings.
 
Texas Fun 5’s Instant Ticket Game

Five lawsuits have been filed against IGT Global Solutions Corporation (f/k/a GTECH Corporation) in Texas state court arising out of the Fun 5’s instant ticket game sold by the Texas Lottery Commission ("TLC") from September 14, 2014 to October 21, 2014. Plaintiffs allege each ticket’s instruction for Game 5 provided a 5x win (five times the prize box amount) any time the "Money Bag" symbol was revealed in the "5X BOX". However, TLC awarded a 5x win only when (1) the "Money Bag" symbol was revealed and (2) three symbols in a pattern were revealed.

(a)
Steele, James et al. v. GTECH Corp., filed on December 9, 2014 in Travis County (No. D1GN145114). Through intervenor actions, over 1,200 plaintiffs claim damages in excess of $500.0 million. GTECH Corporation’s plea to the jurisdiction for dismissal based on sovereign immunity was denied. GTECH Corporation appealed. The appellate court ordered that plaintiffs' sole remaining claim should be reconsidered.
(b)
Nettles, Dawn v. GTECH Corp. et al., filed on January 7, 2015 in Dallas County (No. 051501559CV). Plaintiff claims damages in excess of $4.0 million. GTECH Corporation and the TLC won pleas to the jurisdiction for dismissal based on sovereign immunity. Plaintiff lost her appeal and petitioned for Texas Supreme Court review. On April 27, 2018, IGT Global Solutions Corporation petitioned for Texas Supreme Court review and the Texas Supreme Court heard arguments on December 3, 2019 in both the Nettles and Steele cases. A decision is expected by June 2020.
(c)
Guerra, Esmeralda v. GTECH Corp. et al., filed on June 10, 2016 in Hidalgo County (No. C277716B). Plaintiff claims damages in excess of $0.5 million.
(d)
Wiggins, Mario & Kimberly v. IGT Global Solutions Corp., filed on September 15, 2016 in Travis County (No. D1GN16004344). Plaintiffs claim damages in excess of $1.0 million.
(e)
Campos, Osvaldo Guadalupe et al. v. GTECH Corp., filed on October 20, 2016 in Travis County (No. D1GN16005300). Plaintiffs claim damages in excess of $1.0 million.

We dispute the claims made in each of these cases and continue to defend against these lawsuits.

Illinois State Lottery

On February 2, 2017, putative class representatives of retailers and lottery ticket purchasers alleged the Illinois Lottery collected millions of dollars from sales of instant ticket games and wrongfully ended certain games before all top prizes had been sold. Raqqa, Inc. et al. v. Northstar Lottery Group, LLC., was filed in Illinois state court, St. Clair County (No. 17L51) against Northstar Lottery Group LLC, a consortium in which the Parent indirectly holds an 80% controlling interest. The claims include tortious interference with contract, violations of Illinois Consumer Fraud and Deceptive Practices Act, and unjust enrichment. The lawsuit was removed to the U.S. District Court for the Southern District of Illinois. On May 9, 2018, IGT Global Solutions Corporation and Scientific Games International, Inc. were added as defendants. We dispute these claims and continue to defend against the lawsuit.

On March 15, 2017, a second lawsuit, Atteberry, Dennis et al. v. Northstar Lottery Group, LLC, was filed in Illinois state court, Cook County (No. 2017CHO3755) seeking damages on the same matter. On September 25, 2019, the Illinois state court, Cook County dismissed this case, as the parties entered into a settlement agreement.


F-44


17.
Shareholders’ Equity
 
Shares Authorized and Outstanding
 
The Board of Directors of the Parent (the "Board") is authorized to issue shares of any class in the capital of the Parent. The authorized shares of the Parent consist of 1.850 billion ordinary shares with a $0.10 per share par value.
 
Ordinary shares outstanding were as follows:
 
 
December 31,
 
 
2019
 
2018
 
2017
Balance at beginning of year
 
204,210,731

 
203,446,572

 
202,285,166

Shares issued under restricted stock plans
 
224,602

 
619,614

 
947,709

Shares issued upon exercise of stock options
 

 
144,545

 
213,697

Balance at end of year
 
204,435,333

 
204,210,731

 
203,446,572


 
Repurchases of Ordinary Shares

The Parent has the authority to repurchase, subject to a maximum repurchase price, a maximum of 20% of the aggregate issued share capital of ordinary shares as of April 7, 2015. This authority will expire on July 28, 2020.

The Parent did not repurchase any of its ordinary shares in 2019, 2018, or 2017.

Dividends
 
We declared cash dividends per share during the periods presented as follows: 
Per share amount ($)
 
2019
 
2018
 
2017
First Quarter
 
0.20

 
0.20

 
0.20

Second Quarter
 
0.20

 
0.20

 
0.20

Third Quarter
 
0.20

 
0.20

 
0.20

Fourth Quarter
 
0.20

 
0.20

 
0.20

Total cash dividends declared
 
0.80

 
0.80

 
0.80



Future dividends are subject to Board approval.
 
The RCF Agreement and Term Loan Facility Agreement limit the aggregate amount of dividends and repurchases of the Parent's ordinary shares in each year to $300 million based on our current ratings by Moody’s and S&P.


F-45


Accumulated Other Comprehensive Income
 
The following table details the changes in AOCI: 
 
 
 
 
Unrealized Gain (Loss) on:
 
AOCI
 
 
Foreign
Currency
Translation
 
Hedges
 
Other
 
Total
 
Attributable 
to non-controlling
interests
 
Attributable to IGT PLC
Balance at December 31, 2016
 
154,796

 
(1,673
)
 
6,734

 
159,857

 
786

 
160,643

Change during period
 
182,791

 
(6,610
)
 
(798
)
 
175,383

 
463

 
175,846

Reclassified to operations (1)
 

 
1,744

 

 
1,744

 

 
1,744

Tax effect
 
559

 
1,312

 
65

 
1,936

 

 
1,936

Other comprehensive income (loss)
 
183,350

 
(3,554
)
 
(733
)
 
179,063

 
463

 
179,526

Balance at December 31, 2017
 
338,146

 
(5,227
)
 
6,001

 
338,920

 
1,249

 
340,169

Change during period
 
(90,309
)
 
(163
)
 
(4,979
)
 
(95,451
)
 
18,691

 
(76,760
)
Reclassified to operations (1)
 
(4,254
)
 
536

 

 
(3,718
)
 

 
(3,718
)
Tax effect
 
3,779

 
(1,904
)
 
(29
)
 
1,846

 

 
1,846

Other comprehensive (loss) income
 
(90,784
)
 
(1,531
)
 
(5,008
)
 
(97,323
)
 
18,691

 
(78,632
)
Balance at December 31, 2018
 
247,362

 
(6,758
)
 
993

 
241,597

 
19,940

 
261,537

Change during period
 
(18,172
)
 
237

 
2,877

 
(15,058
)
 
15,906

 
848

Reclassified to operations (1)
 
1,623

 
(2,183
)
 

 
(560
)
 

 
(560
)
Tax effect
 
22

 
495

 
183

 
700

 

 
700

Other comprehensive (loss) income
 
(16,527
)
 
(1,451
)
 
3,060

 
(14,918
)
 
15,906

 
988

Balance at December 31, 2019
 
230,835

 
(8,209
)
 
4,053

 
226,679

 
35,846

 
262,525

(1) Foreign currency translation adjustments related to liquidated subsidiaries were reclassified into foreign exchange gain (loss), net on the consolidated statements of operations for the years ended December 31, 2019 and 2018. Unrealized gain (loss) on hedges were reclassified into service revenue on the consolidated statements of operations for the years ended December 31, 2019, 2018, and 2017, respectively.

18.
Variable Interest Entities

We hold ownership interests in the following variable interest entities ("VIEs"):
Name of subsidiary
 
% Ownership held by
the Company
Lottoitalia S.r.l. ("Lottoitalia")
 
61.50
%
Lotterie Nazionali S.r.l. ("LN")
 
64.00
%
Northstar New Jersey Lottery Group, LLC ("Northstar NJ") (1)
 
82.31
%
(1) Northstar New Jersey Holding Company LLC, of which we are a 50.15% shareholder, holds the 82.31% ownership in Northstar NJ

Lottoitalia holds a license to operate the Lotto game in Italy through November 2025. LN holds a license to operate the Scratch & Win instant lottery game in Italy through September 2028. Northstar NJ manages a wide range of the lottery's day-to-day operations in the State of New Jersey, as well as provides marketing and sales services under a license valid through June 2029.

We are the principal operating partner fulfilling the requirements under the licenses held by the VIEs. As such, we have the power to direct the activities that significantly affect the VIEs' economic performance, along with the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIEs. As a result, we concluded we are the primary beneficiary of the VIEs and they have been consolidated. Accordingly, the balance sheet and operating activity of the VIEs are included in our consolidated financial statements and we adjust the net income (loss) in our consolidated statement of operations to exclude the non-controlling interests' proportionate share of results. We present the proportionate share of non-controlling interests as equity in the consolidated balance sheets.


F-46


The carrying amounts and classification of these VIEs' assets and liabilities in our consolidated balance sheets at December 31, 2019 and 2018 are as follows:
 
 
December 31,
($ thousands)
 
2019
 
2018
Current assets
 
842,893

 
890,664

Non-current assets
 
1,652,641

 
1,924,277

Total assets
 
2,495,534

 
2,814,941

 
 
 
 
 
Total liabilities
 
498,681

 
389,853



19.
Segment Information
 
The Company's operations for the period presented here-in are classified into four principal business segments operating in three regions: North America Gaming and Interactive, North America Lottery, International, and Italy.
 
Our chief operating decision maker monitors the operating results of our segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating income. Segment accounting policies are consistent with those of the consolidated financial statements.

Corporate support expenses, which are not allocated to the segments, are principally composed of selling, general and administrative expenses and other expenses that are managed at the corporate level, including restructuring, transaction, corporate headquarters, and Board expenses.
 
Purchase accounting principally represents the depreciation and amortization of acquired tangible and intangible assets in connection with acquired companies.

Segment information is as follows ($ thousands):
For the year ended
December 31, 2019
 
North
America
Gaming and
Interactive
 
North
America
Lottery
 
International
 
Italy
 
Operating
Segment
Total
 
Corporate
Support
 
Purchase
Accounting
 
Total
Service revenue
 
619,265

 
1,072,383

 
460,307

 
1,708,069

 
3,860,024

 

 
722

 
3,860,746

Product sales
 
451,382

 
92,816

 
379,881

 
981

 
925,060

 

 

 
925,060

Total revenue
 
1,070,647

 
1,165,199

 
840,188

 
1,709,050

 
4,785,084

 

 
722

 
4,785,806

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
263,968

 
256,192

 
126,825

 
520,673

 
1,167,658

 
(237,663
)
 
(292,867
)
 
637,128

Depreciation and amortization
 
117,940

 
157,042

 
61,405

 
169,607

 
505,994

 
12,586

 
194,877

 
713,457

Expenditures for long-lived assets
 
(126,579
)
 
(149,982
)
 
(39,909
)
 
(47,233
)
 
(363,703
)
 
(8,115
)
 

 
(371,818
)
 
For the year ended
December 31, 2018
 
North
America
Gaming and
Interactive
 
North
America
Lottery
 
International
 
Italy
 
Operating
Segment
Total
 
Corporate
Support
 
Purchase
Accounting
 
Total
Service revenue
 
624,476

 
1,111,069

 
495,497

 
1,814,549

 
4,045,591

 

 
723

 
4,046,314

Product sales
 
378,693

 
80,833

 
324,486

 
930

 
784,942

 

 

 
784,942

Total revenue
 
1,003,169

 
1,191,902

 
819,983

 
1,815,479

 
4,830,533

 

 
723

 
4,831,256

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
218,860

 
296,527

 
142,077

 
541,254

 
1,198,718

 
(226,231
)
 
(325,496
)
 
646,991

Depreciation and amortization
 
105,295

 
152,135

 
62,688

 
161,758

 
481,876

 
14,495

 
209,089

 
705,460

Expenditures for long-lived assets
 
(150,440
)
 
(163,912
)
 
(60,456
)
 
(93,252
)
 
(468,060
)
 
(9,719
)
 

 
(477,779
)
 

F-47


For the year ended
December 31, 2017
 
North
America
Gaming and
Interactive
 
North
America
Lottery
 
International
 
Italy
 
Operating
Segment
Total
 
Corporate
Support
 
Purchase
Accounting
 
Total
Service revenue
 
780,633

 
1,093,048

 
557,049

 
1,703,901

 
4,134,631

 
1,203

 
722

 
4,136,556

Product sales
 
377,065

 
92,174

 
332,015

 
1,149

 
802,403

 

 

 
802,403

Total revenue
 
1,157,698

 
1,185,222

 
889,064

 
1,705,050

 
4,937,034

 
1,203

 
722

 
4,938,959

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
278,963

 
289,025

 
163,799

 
478,540

 
1,210,327

 
(197,089
)
 
(1,064,330
)
 
(51,092
)
Depreciation and amortization
 
81,355

 
129,517

 
66,745

 
161,484

 
439,101

 
11,554

 
351,785

 
802,440

Expenditures for long-lived assets
 
(147,175
)
 
(204,104
)
 
(77,815
)
 
(188,013
)
 
(617,107
)
 
(3,964
)
 

 
(621,071
)


Total assets by segment are as follows:
 
 
December 31,
($ thousands)
 
2019
 
2018
North America Gaming and Interactive
 
3,467,583

 
3,655,694

North America Lottery
 
2,441,256

 
2,467,487

International
 
2,613,698

 
2,807,234

Italy
 
4,297,267

 
4,505,689

 
 
12,819,804

 
13,436,104

Corporate Support
 
824,786

 
212,398

 
 
13,644,590

 
13,648,502



Geographical Information
 
Revenue from external customers, which is based on the geographical location of our customers, is as follows: 
 
 
December 31,
($ thousands)
 
2019
 
2018
 
2017
United States
 
2,115,791

 
2,063,477

 
2,195,791

Italy
 
1,743,845

 
1,824,004

 
1,728,472

United Kingdom
 
73,050

 
59,062

 
74,567

Rest of Europe
 
323,382

 
312,484

 
383,170

All other
 
529,738

 
572,229

 
556,959

Total
 
4,785,806

 
4,831,256

 
4,938,959



Revenue from one customer in the Italy segment represented 15.9%, 16.4%, and 14.6% of consolidated revenue in 2019, 2018, and 2017, respectively.

Long-lived assets, which are comprised of Systems & Equipment and PPE, are based on the geographical location of the assets as follows: 
 
 
December 31,
($ thousands)
 
2019
 
2018
United States
 
928,535

 
993,615

Italy
 
289,517

 
332,378

United Kingdom
 
17,911

 
26,256

Rest of Europe
 
102,973

 
115,345

All other
 
115,059

 
122,181

Total
 
1,453,995

 
1,589,775




F-48


20.
Stock-Based Compensation
 
Incentive Awards
 
Stock-based incentive awards are provided to directors and employees under the terms of our 2015 Equity Incentive Plan (the "Plan") as administered by the Board. Awards available under the Plan principally include stock options, performance share units, restricted share units or any combination thereof. The maximum number of new shares that may be granted under the Plan is 11.5 million shares. To the extent any award is forfeited, expires, lapses, or is settled for cash, the award is available for reissue under the Plan. We utilize authorized and unissued shares to satisfy all shares issued under the Plan.
 
Stock Options
 
Stock options are awards that allow the employee to purchase shares of our stock at a fixed price. Stock options are granted under the Plan at an exercise price not less than the fair market value of a share on the date of grant. In 2018, stock options were granted solely to our Chief Executive Officer, which will vest in 2021 subject to certain performance and other criteria, and have a contractual term of approximately six years. No stock options were granted in 2019 or 2017.
 
Stock Awards
 
Stock awards are principally made in the form of performance share units ("PSUs") and restricted share units ("RSUs"). PSUs are stock awards where the number of shares ultimately received by the employee depends on the Company’s performance against specified targets, which may include Adjusted EBITDA, Adjusted Net Debt and Total Shareholder Return ("TSR") relative to the Russell Mid Cap Market Index. PSUs typically vest 50% over an approximate three-year period and 50% over an approximate four-year period. Dividend equivalents are not paid under the Plan. The fair value of each PSU is determined on the grant date or modification date, based on the Company’s stock price, adjusted for the exclusion of dividend equivalents, and assumes that performance targets will be achieved. Over the performance period, the number of shares of stock that will be issued is adjusted based upon the probability of achievement of performance targets. The ultimate number of shares issued and the related compensation cost recognized as expense is based on a comparison of the final performance metrics to the specified targets.
 
RSUs are stock awards granted to directors that entitle the holder to shares of common stock as the award vests, typically over a one-year period, and have a contractual term of 10 years. Dividend equivalents are not paid under the Plan.

Stock Option Activity
 
A summary of our stock option activity and related information is as follows: 
 
 
 
 
Weighted-Average
 
 
 
 
Stock
Options
 
Exercise Price Per Share ($)
 
Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value ($ thousands)
Outstanding at January 1, 2019
 
1,785,383

 
21.07

 
 
 
 

Granted
 

 

 
 
 
 
Exercised
 

 

 
 
 
 

Expired
 
(644,817
)
 
21.66

 
 
 
 

Outstanding at December 31, 2019
 
1,140,566

 
20.73

 
1.43
 
 

 
 
 
 
 
 
 
 
 
At December 31, 2019:
 
 

 
 

 
 
 
 

Vested and expected to vest
 
1,140,566

 
20.73

 
1.43
 

Exercisable
 
968,066

 
19.06

 
0.91
 


 
No stock options were exercised in 2019. The total intrinsic value of stock options exercised was $6.0 million and $9.3 million in 2018 and 2017, respectively. There were no cash proceeds from stock options exercised in 2018 and 2017.
 

F-49


Fair Value of Stock Options Granted
 
We estimate the fair value of stock options at the date of grant using a valuation model that incorporates key inputs and assumptions as detailed in the table below. The weighted-average grant date fair value of stock options granted during 2018 was $6.84 per share. 
 
 
2018
Valuation model
 
Monte Carlo

Exercise price ($)
 
30.12

Expected option term (in years)
 
2.83

Expected volatility of the Company’s stock (%)
 
35.00

Risk-free interest rate (%)
 
2.73

Dividend yield (%)
 
2.66


 
The expected volatility assumes the historical volatility is indicative of future trends, which may not be the actual outcome. The expected option term is based on historical data and is not necessarily indicative of exercise patterns that may occur. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value.

Stock Award Activity
 
A summary of our stock award activity and related information is as follows: 
 
 
PSUs
 
Weighted- Average Grant Date Fair Value ($)
 
RSUs
 
Weighted- Average Grant Date Fair Value ($)
Nonvested at January 1, 2019
 
4,270,047

 
25.79

 
59,913

 
30.21

Granted
 
2,133,512

 
11.10

 
131,676

 
14.10

Vested
 
(277,330
)
 
27.52

 
(61,580
)
 
29.84

Forfeited
 
(1,065,278
)
 
25.89

 

 

Nonvested at December 31, 2019
 
5,060,951

 
19.41

 
130,009

 
14.07

 
 
 
 
 
 
 
 
 
At December 31, 2019:
 
 

 
 

 
 

 
 

Unrecognized cost for nonvested awards ($ thousands)
 
39,661

 
 

 
676

 
 

Weighted-average future recognition period (in years)
 
2.64

 
 

 
0.37

 
 


 
The total vest-date fair value of PSUs vested was $3.7 million, $24.6 million, and $28.8 million in 2019, 2018, and 2017, respectively. The total vest-date fair value of RSUs vested was $0.9 million, $3.4 million, and $2.8 million for 2019, 2018, and 2017, respectively.
 
Fair Value of Stock Awards Granted
 
We estimated the fair value of PSUs at the date of grant using a Monte Carlo simulation valuation model, as the awards include a market condition. The market condition is based on the Company's TSR relative to the Russell Midcap Market Index.
 
During 2019, 2018, and 2017, we estimated the fair value of RSUs at the date of grant based on our stock price. Details of the grants are as follows: 
 
 
2019
 
2018
 
2017
PSUs granted during the year
 
2,133,512

 
1,564,083

 
1,723,730

Weighted-average grant date fair value ($)
 
11.10

 
28.93

 
17.74

 
 
 
 
 
 
 
RSUs granted during the year
 
131,676

 
68,142

 
117,745

Weighted-average grant date fair value ($)
 
14.10

 
30.23

 
21.12




F-50


Modifications
 
2018

During the first quarter of 2018, we modified the measurement of a performance condition for the outstanding PSUs granted in 2015, as the original vesting conditions were not expected to be satisfied. The modification affected 301 employees and resulted in $13.2 million of compensation cost for the year ended December 31, 2018.

During the third quarter of 2018, we modified the measurement of a performance condition for the outstanding PSUs granted in 2016 and 2017, in order to better align the performance conditions with the PSUs granted in 2018. The modification affected 473 employees and resulted in $10.6 million of compensation cost for the year ended December 31, 2018.

2017

During the second quarter of 2017, we modified the measurement of a performance condition for the PSUs granted in 2016. The modification affected 974 employees but did not result in any incremental compensation cost.
  
Stock-Based Compensation Expense
 
Total compensation cost for our stock-based compensation plans is recorded based on the employees’ respective functions as detailed below. 
 
 
For the year ended December 31,
($ thousands)
 
2019
 
2018
 
2017
Cost of services
 
2,131

 
1,923

 
26

Cost of product sales
 
430

 
445

 
(8
)
Selling, general and administrative
 
21,409

 
27,702

 
4,628

Research and development
 
2,544

 
3,016

 
58

Stock-based compensation expense before income taxes
 
26,514

 
33,086

 
4,704

Income tax benefit
 
6,119

 
7,562

 
975

Total stock-based compensation, net of tax
 
20,395

 
25,524

 
3,729


 
21.
Dispositions

Sale of DoubleDown

On June 1, 2017, we sold DoubleDown for a total cash consideration of $825.8 million ($823.8 million net of cash divested), which resulted in a gain of $27.2 million, net of selling costs, which is classified within other operating expense, net in the consolidated statement of operations for the year ended December 31, 2017.

22.
Earnings Per Share
 
The following table presents the computation of basic and diluted loss per share: 
 
 
For the year ended December 31,
($ and shares in thousands, except per share amounts)
 
2019
 
2018
 
2017
Numerator:
 
 

 
 

 
 

Net loss attributable to IGT PLC
 
(19,025
)
 
(21,350
)
 
(1,068,576
)
 
 
 
 
 
 
 
Denominator:
 
 

 
 

 
 

Weighted-average shares - basic and diluted
 
204,373

 
204,083

 
203,130

 
 
 
 
 
 
 
Net loss attributable to IGT PLC per common share - basic and diluted
 
(0.09
)
 
(0.10
)
 
(5.26
)


Certain stock options to purchase common shares were outstanding, but were excluded from the computation of diluted earnings per share, because the exercise price of the options was greater than the average market price of the common shares for the full year, and therefore, the effect would have been antidilutive.

F-51



During years when we are in a net loss position, certain outstanding stock options and unvested restricted stock awards are excluded from the computation of diluted earnings per share because including them would have had an antidilutive effect.

For the years ended December 31, 2019, 2018, and 2017, stock options and unvested restricted stock awards totaling 1.2 million, 1.6 million, and 0.4 million, respectively, were excluded from the computation of diluted earnings per share because including them would have had an antidilutive effect.

23.
Related Party Transactions

We engage in business transactions with certain related parties which include (i) De Agostini S.p.A. ("De Agostini") or entities directly or indirectly controlled by De Agostini, (ii) other entities and individuals capable of exercising control, joint control, or significant influence over us, and (iii) our unconsolidated subsidiaries or joint ventures. Members of the Board, executives with authority for planning, directing, and controlling the activities of the Company and such Directors' and executives' close family members are also considered related parties. We may make investments in such entities, enter into transactions with such entities, or both.

De Agostini Group

We are majority-owned by De Agostini. Amounts receivable from De Agostini and subsidiaries of De Agostini (the "De Agostini Group") are non-interest bearing. Transactions with the De Agostini Group include payments for support services provided and office space rented pursuant to a lease entered into prior to the formation of the Company. In addition, certain of our Italian subsidiaries have a tax unit agreement, and in some cases, a VAT agreement, with De Agostini pursuant to which De Agostini consolidates certain Italian subsidiaries of De Agostini for the collection and payment of taxes to the Italian tax authority. Tax-related receivables from De Agostini were $2.0 million and $0.4 million at December 31, 2019 and 2018, respectively. Tax-related payables to De Agostini were $17.0 million and $12.3 million at December 31, 2019 and 2018, respectively.

Related party transactions with the De Agostini Group are as follows:
 
 
December 31,
($ thousands)
 
2019
 
2018
Trade receivables
 
2

 
1,898

Trade payables
 
3,180

 
8,131



On May 22, 2018, De Agostini entered into a variable forward transaction (the "Variable Forward Transaction") with Credit Suisse International ("Credit Suisse") relating to 18.0 million of our ordinary shares owned by De Agostini. As part of the Variable Forward Transaction, to hedge its exposure, Credit Suisse or its affiliates borrowed approximately 13.2 million of our ordinary shares from third-party stock lenders and subsequently sold such ordinary shares in an underwritten public offering through Credit Suisse Securities (USA) LLC, acting as the underwriter, pursuant to an automatically effective registration statement on Form F-3 (including a base prospectus) filed by the Company with the SEC on May 21, 2018 (the "Registration Statement").

We were not a party to the Variable Forward Transaction, did not issue or sell any ordinary shares in connection with the Variable Forward Transaction, and did not receive any proceeds from the sale of the ordinary shares in the Variable Forward Transaction. De Agostini agreed to reimburse us for certain costs and fees incurred by us in connection with the Variable Forward Transaction and the preparation and filing of the Registration Statement.

Unconsolidated Subsidiaries and Joint Ventures

From time to time, we make strategic investments in publicly traded and privately held companies that develop software, hardware, and other technologies or provide services supporting its technologies. We may also purchase from or make sales to these organizations.

Ringmaster S.r.l. ("Ringmaster")

We have a 50% interest in Ringmaster, an Italian joint venture, that is accounted for using the equity method of accounting. Ringmaster provides software development services for our interactive gaming business pursuant to an agreement dated December 7, 2011. Our investment in Ringmaster was $0.7 million and $0.5 million at December 31, 2019 and 2018, respectively.


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We incurred $6.1 million, $10.4 million, and $10.9 million in expenses to Ringmaster for the years ended December 31, 2019, 2018, and 2017, respectively.

Connect Ventures One LP and Connect Ventures Two LP

We have held investments in Connect Ventures One LP and Connect Ventures Two LP (the "Connect Ventures") since 2011 and 2015, respectively, that are accounted for as equity investments. De Agostini also holds investments in the Connect Ventures, and Nicola Drago, the son of director Marco Drago, holds a 10% ownership interest in, and is a non-executive member of, Connect Ventures LLP, the fund that manages the Connect Ventures. The Connect Ventures are venture capital funds that target "early stage" investment operations.

Our investment in Connect Ventures One LP was $4.9 million and $4.3 million at December 31, 2019 and 2018, respectively. Our investment in Connect Ventures Two LP was $6.2 million and $5.3 million at December 31, 2019 and 2018, respectively.


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