Additional Proxy Soliciting Materials (definitive) (defa14a)
2013年2月21日 - 5:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §
240.14a-12
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INTERNATIONAL GAME TECHNOLOGY
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of
Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities
to which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed maximum aggregate value
of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with
preliminary materials.
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Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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News Release
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Proxy Advisory Firm ISS Recommends that IGT Shareholders
Reject Two out of Three of the Ader / Mathewson Groups
Nominees, including Charles Mathewson
Egan-Jones Recommends IGT Shareholders Vote to Elect All
Eight of the Companys Director Nominees and Reject All
Three of the Ader / Mathewson Group Nominees
LAS VEGASFebruary 19, 2013
International Game Technology (NYSE: IGT) (IGT or the Company), today
announced that Institutional Shareholder Services (ISS) recommends that IGT
shareholders vote to elect seven of IGTs eight director nominees, and that
Egan-Jones Proxy Services (Egan-Jones) recommends FOR ALL of IGTs directors in
connection with the Companys 2013 Annual Meeting of Shareholders on March 5,
2013.
In its February 19, 2013 report, ISS noted, Two of IGTs business
segments product sales and interactive are growing well, and the company
has recently been able to expand its total margins through both revenue
improvements and lower operating expenses for both of these segments.*
In addition, in its February 14, 2013 report, Egan-Jones stated, We
believe that support for voting the Management ballot is merited and that
voting the Management ballot is in the best interest of the Company and its
shareholders. In its report, Egan Jones noted, among other things, that the
Board is comprised of capable professionals with experience and expertise
across a wide range of industries important to the Companys business and that
the Board has overseen managements turnaround strategies which generated good
financial results and positioned the Company for continued growth and value
creation.*
IGT issued the following statement:
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We are
pleased that Egan-Jones supports the election of
all
of IGTs
highly-qualified and experienced director nominees and that that ISS, in
effect, endorses the election of seven of IGTs eight director nominees.
However, we believe that ISS, in failing to recommend that shareholders
reject Daniel Silvers, a nominee proposed by the Ader / Mathewson Group,
misses the mark. In our opinion, ISS does not recognize the substantial
progress that this Board and management team has achieved since 2009, when
Patti Hart became the CEO of IGT.
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IGTs
financial performance and stock price have improved substantially since 2009,
with the Company showing increases in revenue and ship share (a common
industry measure of market share), as well as adjusted operating income and
adjusted earnings per share (EPS) from continuing operations.
**
From the date that Patti Hart became CEO of IGT, April 1, 2009, through
January 30, 2013, IGTs share price, after adjusting for dividends, has
increased by 67%. In addition, since 2009, IGT has invested nearly $800
million in R&D, and has strategically deployed $750 million to enhance
its core electronic gaming business, while returning more than $860 million
to shareholders through dividends and share repurchases over that same period
of time.
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News Release
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The
success of our strategy focusing on the core business while investing in
adjacent opportunities and controlling costs was highlighted by IGTs 2013
fiscal first quarter results. Among other things, IGT grew revenues by 19%,
shipped more units within its core products than in any first quarter in four
years and achieved a 65% increase in adjusted earnings per share from
continuing operations.
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The
Board believes that the Ader / Mathewson Group nominees, if elected, would
detract from the strength of the IGT Board. In particular, we believe that
Daniel Silvers has no relevant operating or management experience in the
gaming industry and only limited public company board experience, and that he
would not be additive to the IGT Board.
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In
contrast, IGT has a highly experienced and diverse Board. The Company has
substantially reconstituted its eight-member Board, adding six new
independent directors over the last five years. IGTs directors have
considerable public company experience and a wide range of views and
backgrounds, encompassing a number of relevant fields, including the gaming
industry, the financial sector, consumer sales and marketing, technology and
compliance.
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The IGT
Board urges shareholders to protect their investment by voting the WHITE
proxy card today and not signing any proxy card they receive from the Ader /
Mathewson Group.
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IGT shareholders are reminded that their vote is important, no matter
how many shares they own. Whether or not they attend the Annual Meeting, IGT
shareholders are encouraged to vote the WHITE proxy FOR all eight of IGTs
director nominees Paget L. Alves, Janice Chaffin, Greg Creed, Patti S. Hart,
Robert J. Miller, David E. Roberson, Vincent L. Sadusky and Philip G. Satre.
Vote the WHITE proxy by Internet, telephone or by signing and dating the WHITE
proxy card itself and returning it as soon as possible.
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* Permission to use quotations
neither sought nor obtained
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** Adjusted operating income and
adjusted earnings per share from continuing operations are non-GAAP financial
measures; reconciliation of non-GAAP to GAAP measures is included at the end
of this letter.
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If you have questions or need assistance voting your shares
please contact:
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105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
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News Release
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IGT Resources:
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Like us on Facebook
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Play DoubleDown Casino games
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Like DoubleDown Casino on
Facebook
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Follow us on Twitter
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View IGTs YouTube Channel
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Check out our other games and
gaming systems
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About IGT
International Game Technology (NYSE: IGT
) is a
global leader in casino gaming entertainment and continues to transform the
industry by translating casino player experiences to social, mobile and
interactive environments for regulated markets around the world. IGTs recent
acquisition of DoubleDown Interactive provides engaging casino style
entertainment to more than 5 million players monthly. More information about
IGT is available at
www.IGT.com
or connect with IGT at
@IGTNews
or
facebook.com/IGT
. Anyone can play at the DoubleDown Casino by visiting
http://apps.facebook.com/doubledowncasino
or
doubledowncasino.com
.
Forward-Looking Statements
This
document contains forward-looking statements that involve risks and
uncertainties. These statements include our expected future financial and
operational performance and our strategic and operational plans. These
statements involve a number of risks and uncertainties that could cause actual
results to differ materially from the results predicted, and reported results
should not be considered an indication of future performance. Among the factors
that could cause actual results and outcomes to differ materially from those
contained in such forward-looking statements are the following:, general
economic conditions and changes in economic conditions affecting the gaming
industry; new or changing laws or regulations or new interpretations of
existing laws or regulations affecting our business; difficulties or delays in
obtaining or maintaining necessary licenses or approvals; slow growth in the
number of new gaming jurisdictions or new casinos or the rate of replacement of
existing gaming machines; changes in operator or player preferences for our
products; our ability to compete in the gaming industry with new or existing
competitors; our ability to develop and introduce new products and their
acceptance by our customers; risks related to our international operations; our
ability to protect our intellectual property; adverse results of litigation,
including intellectual property infringement claims; risks related to business
combinations, investments in intellectual property and the integration of
acquisitions; business disruptions, costs; future developments or changes
affecting online gaming or social casino-style gaming, which is a new and
evolving industry; and future events related to the proxy contest initiated by
the insurgent group. A further list and description of these and other risks,
uncertainties and other matters can be found in our annual report and other
reports filed with the Securities and Exchange Commission, including under the
captions Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report on Form 10-K for
fiscal 2012 filed with the SEC on November 28, 2012 and our Quarterly Report on
Form 10-Q for the fiscal quarter ended December 29, 2012 filed with the SEC on
February 6, 2013 and available on the SEC website at www.sec.gov and on the
investor relations section of our website at www.IGT.com. All information
provided in this letter is as of the date hereof, and IGT does not intend, and
undertakes no duty, to update this information to reflect subsequent events or
circumstances.
Important Additional Information
International Game Technology (IGT), its directors and certain of its
executive officers may be deemed to be participants in the solicitation of
proxies from IGT stockholders in connection with the matters to be considered
at IGTs 2013 annual meeting of stockholders. IGT has filed its definitive
proxy statement (as it may be amended, the Proxy Statement) with the U.S.
Securities and Exchange Commission (the SEC) in connection with any such
solicitation of proxies from IGT stockholders. IGT STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AS THEY
CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of IGTs
directors and executive officers in IGT stock, restricted stock units and stock
options is included in their SEC filings on Forms 3, 4 and 5, which can be found
at IGTs website (www.igt.com) in the section Investor Relations.
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News Release
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More
detailed information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or otherwise, is set
forth in the Proxy Statement and other materials to be filed with the SEC in
connection with IGTs 2013 annual meeting of stockholders. Stockholders can
obtain the Proxy Statement, any amendments or supplements to the Proxy
Statement and other documents filed by IGT with the SEC for no charge at the
SECs website at www.sec.gov. Copies are also available at no charge at IGTs
website at www.igt.com or by writing to IGT at 6355 South Buffalo Drive, Las
Vegas, Nevada 89113, Attn: Corporate Secretary.
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Year Ended
September 30, 2012
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Continuing Operations
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Operating
Income
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Net
Earnings(a)
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Diluted
EPS
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GAAP Measures
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$
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421.7
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$
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249.7
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$
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0.86
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% of Revenue
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20
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%
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Acquisition related charges: (b)
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Contingent retention & earn-out
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69.1
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44.1
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0.15
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Amortization of intangibles
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19.1
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12.2
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0.04
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Professional fees
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5.8
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3.7
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0.01
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Impairment and restructuring:
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Patents (Walker Digital)
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14.6
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9.3
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0.03
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Notes (Alabama)
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12.8
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8.1
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0.03
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Entraction reorganization
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15.1
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(29.6
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(0.10
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Distributor settlement
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3.1
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2.0
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0.01
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Severance
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2.5
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1.6
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0.01
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Total non-GAAP adjustments
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142.1
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51.4
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0.18
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Adjusted
Measures
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$
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563.8
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$
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301.1
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$
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1.04
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% of Revenue
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26
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%
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(a) Adjustments tax effected at 37%, except Entraction impairment included tax benefit of $44.7
million
(b) Primarily related to DoubleDown
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News Release
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Quarter Ended
December 31, 2012
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Continuing Operations
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Operating Income
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Net Earnings(a)
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Diluted
EPS
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GAAP Measures
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$
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118.4
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$
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65.3
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$
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0.24
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% of Revenue
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22
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%
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Acquisition related charges: (b)
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Contingent retention & earn-out
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17.5
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11.5
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0.04
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Amortization of intangibles
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6.7
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4.4
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0.02
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Royalty Settlement
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(5.0
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(5.0
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(0.02
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Total non-GAAP adjustments
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19.2
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10.9
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0.04
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Adjusted
Measures
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$
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137.6
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$
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76.2
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$
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0.28
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% of Revenue
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26
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%
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(a) Adjustments
tax effected at 34%, except no tax effect on royalty settlement
(b) Primarily
related to DoubleDown
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Year Ended
September 30, 2011
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Continuing Operations
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Operating Income
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Net Earnings(a)
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Diluted
EPS
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GAAP Measures
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$
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504.9
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$
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292.3
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$
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0.97
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% of Revenue
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26
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%
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IP Usage settlements
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4.8
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3.0
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0.01
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Impairment
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15.8
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10.0
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0.03
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Investment gain
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(4.3
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(0.01
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)
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Certain discrete tax items (benefits)
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(22.1
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(0.07
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Total non-GAAP adjustments
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20.6
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(13.4
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(0.04
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Adjusted
Measures
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$
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525.5
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$
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278.9
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$
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0.93
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% of Revenue
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27
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%
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(a) Adjustments
tax effected at 36%
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News Release
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Year Ended
September 30, 2010
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Continuing Operations
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Operating Income
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Net Earnings(a)
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Diluted
EPS
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GAAP Measures
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$
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424.8
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$
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219.6
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$
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0.73
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% of Revenue
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22
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%
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Impairment and restructuring
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68.4
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42.6
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0.15
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Investment loss
(no tax
benefit)
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19.9
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0.07
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Debt refinancing charges
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2.5
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0.01
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Certain discrete tax items (benefits)
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(36.7
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)
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(0.12
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)
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Total non-GAAP adjustments
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68.4
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28.3
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0.11
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Adjusted
Measures
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$
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493.2
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$
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247.9
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$
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0.84
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% of Revenue
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26
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%
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(a) Adjustments
tax effected at 38%
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Year Ended
September 30, 2009
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Continuing Operations
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Operating Income
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Net Earnings(a)
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Diluted
EPS
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GAAP Measures
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$
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332.4
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$
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148.7
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$
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0.50
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% of Revenue
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16
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%
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Impairment and restructuring
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109.1
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68.2
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0.24
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Investment loss
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14.4
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0.05
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Debt refinancing charges
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1.8
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3.0
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0.01
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Certain discrete tax items (benefits)
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(17.1
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(0.06
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)
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Total non-GAAP adjustments
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110.9
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68.5
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0.24
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Adjusted
Measures
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$
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443.3
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$
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217.2
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$
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0.74
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% of Revenue
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22
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%
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(a) Adjustments
tax effected at 38%
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Adjusted
operating income and adjusted earnings per share from continuing operations
are non-GAAP financial measures. We believe that certain non-GAAP measures,
when presented in conjunction with comparable GAAP (Generally Accepted
Accounting Principles) measures, are useful because that information is an
appropriate measure for evaluating our operating performance. Non-GAAP
information is used to evaluate business performance and managements
effectiveness. These measures should be considered in addition to, not as a
substitute for, or superior to, measures of financial performance prepared in
accordance with GAAP. Non-GAAP measures may not be calculated in the same manner by all companies and therefore may not be
comparable.
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News Release
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Contact
Matt
Moyer, Vice President, Investor Relations of IGT, +1 866-296-4232
Andrew
Siegel / Jed Repko, Joele Frank, Wilkinson Brimmer Katcher, +1 212-355-4449
Dan Burch / Larry
Dennedy, MacKenzie Partners, Inc. +1 212-929-5500
International Game Techn... (NYSE:IGT)
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