20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o	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)

Neil Abrams

General Counsel

10 Memorial Boulevard

Providence, RI  02903

Telephone:  (401) 392-1000

Fax:  (401) 392-4812

E-mail:  Neil.Abrams@IGT.com

(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
Ordinary Shares, nominal value $0.10	New York Stock Exchange

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:

200,244,239 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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

x Yes   o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x

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).

o 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
Presentation of Financial and Certain Other Information			3
Glossary of Terms and Abbreviations			4
PART I			6
Item 1.		Identity of Directors, Senior Management and Advisers	6
Item 2.		Offer Statistics and Expected Timetable	6
Item 3.		Key Information	6
Item 4.		Information on the Company	29
Item 4A.		Unresolved Staff Comments	58
Item 5.		Operating and Financial Review and Prospects	58
Item 6.		Directors, Senior Management and Employees	126
Item 7.		Major Shareholders and Related Party Transactions	151
Item 8.		Financial Information	155
Item 9.		The Offer and Listing	156
Item 10.		Additional Information	158
Item 11.		Quantitative and Qualitative Disclosures About Market Risk	178
Item 12.		Description of Securities Other than Equity Securities	181
PART II
Item 13.		Defaults, Dividend Arrearages and Delinquencies	181
Item 14.		Material Modifications to the Rights of Security Holders and Use of Proceeds	181
Item 15.		Controls and Procedures	181
Item 16A.		Audit Committee Financial Expert	182
Item 16B.		Code of Ethics	182
Item 16C.		Principal Accountant Fees and Services.	183
Item 16D.		Exemptions from the Listing Standards for Audit Committees	183
Item 16E.		Purchases of Equity Securities by the Issuer and Affiliated Purchasers	184
Item 16F.		Changes in Registrant’s Certifying Accountant	184
Item 16G.		Corporate Governance	185
Item 16H.		Mine Safety Disclosure	186
PART III
Item 17.	Financial Statements		186
Item 18.	Financial Statements		186
Item 19.	Exhibits		186

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PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

International Game Technology PLC, a public limited company organized under the laws of, England and Wales (“IGT PLC”), has its corporate headquarters in London, England, and operating headquarters in Rome, Italy; Providence, Rhode Island; and Las Vegas, Nevada. IGT PLC is the successor to GTECH S.p.A., a società per azioni incorporated under the laws of Italy (“GTECH”), and the sole stockholder of International Game Technology, a Nevada corporation (“IGT”).

On April 7, 2015, GTECH acquired IGT through:

·the merger of GTECH with and into IGT PLC (the “Holdco Merger”), and

·the merger of Georgia Worldwide Corporation, a Nevada corporation and a wholly owned subsidiary of IGT PLC (“Sub”) with and into IGT (the “Subsidiary Merger” and, together with the Holdco Merger, the “Mergers”).

For additional information on the Mergers, see “Item 4. Information on the Company-A. History and Development of the Company-Acquisition of International Game Technology.”

In this annual report on Form 20-F, unless otherwise specified, the terms “we,” “us” and “our,” and the “Company” refer to IGT PLC together with its consolidated subsidiaries or, for periods of or points in time prior to the completion of the Holdco Merger, to GTECH together with its consolidated subsidiaries, or any or more of them, as the context may require.

The historical results of operations for IGT PLC reflect the operations of GTECH prior to the completion of the Holdco Merger.

This annual report on Form 20-F includes the Consolidated Financial Statements of IGT PLC for the years ended December 31, 2015, 2014 and 2013 (the “Consolidated Financial Statements”) prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) as issued by the Financial Accounting Standards Board (“FASB”).

The financial information is presented in US dollars. All references to “U.S. dollars,” “U.S. dollar,” “U.S. $” and “$” refer to the currency of the United States of America (or “U.S.”). 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 in order that the correct technical meaning may be ascribed to them under applicable law.

Certain totals in the tables included in this annual report on Form 20-F may not add due to rounding.

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Glossary of Terms and Abbreviations (as used in this annual report on Form 20-F)

Abbreviation/Term	Definition
ADM	Agenzia delle Dogane e Dei Monopoli
AWPs	Amusement with prize machines
B2B	Business-to-business
B2C	Business-to-consumer
CA 2006	Companies Act 2006, as amended
CEO	Chief Executive Officer
CFO	Chief Financial Officer
Code	Internal Revenue Code of 1986, as amended
CONSOB	The Italian Stock Exchange Regulatory Agency
COSO	Committee of Sponsoring Organizations of the Treadway Commission
CTA	Italian Consolidated Tax Act
DoubleDown	Double Down Interactive LLC
DTC	The Depository Trust Company
DTR	Disclosure and Transparency Rules
EBITDA	Earnings before interest, taxes, depreciation and amortization
EPS	Earnings per share
Exchange Act	Securities Exchange Act of 1934, as amended
EY	Reconta Ernst & Young S.p.A
FASB	Financial Accounting Standards Board
FCPA	U.S. Foreign Corrupt Practices Act of 1977, as amended
FMC	Facilities Management Contracts
SARs	Stock appreciation rights which are not granted in conjunction with a share option
GAAP	United States Generally Accepted Accounting Principles
GMS	Gaming Management Systems
GTECH	GTECH S.p.A
HMRC	Her Majesty’s Revenue & Customs of the United Kingdom
IAS	International accounting standards
IFRS	International financial reporting standards
iGaming	Interactive gaming
IGT	International Game Technology, a Nevada corporation
IGT PLC	International Game Technology PLC or the Company
ITVMs	Instant ticket vending machines
LMA	Lottery Management Agreements
LN	Lotterie Nazionali S.r.l.
LTI	Long-term incentive compensation
Mergers	The Subsidiary Merger together with the Holdco Merger
Moody’s	Moody’s Investor Service

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NAGI	North America Gaming and Interactive
NYSE	New York Stock Exchange
PCAOB	Public Company Accounting Oversight Board (United States)
PFICs	Passive Foreign Investment Companies
PMA	Private management agreement
PSC	Product Sales Contracts
PwC Entities	PricewaterhouseCoopers LLP, as well as all of the foreign entities belonging to its network
PwC Italy	PricewaterhouseCoopers S.p.A.
PwC US	PricewaterhouseCoopers LLP
R&D	Research and development
RFP	Request for proposal
S&P	Standard & Poor’s Ratings Services
SARs	Share appreciation rights
SEC	United States Securities and Exchange Commission
SOG	Stock Ownership Guidelines
SSTs	Self-Service Terminals
STI	Short-term incentive compensation
Subsidiary Merger	The merger of Georgia Worldwide Corporation, a wholly owned subsidiary of IGT PLC, with and into IGT
Tandem SARs	SARs which are granted in conjunction with a share option
10eLotto	A game of chance in Italy
TITO	Ticket-In-Ticket-Out
U.K.	United Kingdom
U.S.	United States of America
VLTs	Video lottery terminals
VSOE	Vendor specific objective evidence
WAP	Wide area progressive
WLA	North America World Lottery Association

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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 summary historical consolidated financial and other information of IGT PLC for the periods indicated, and have been derived from the Consolidated Financial Statements of the Company for the years ended December 31, 2015, 2014 and 2013, included in “Item 18. Financial Statements.”

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 the Consolidated Financial Statements included in “Item 18. Financial Statements.”

Consolidated Income Statement Data

	For the years ended December 31,
($ thousands, except share amounts)	2015		2014	2013
Total revenue	4,689,056		3,812,311	3,829,634
Operating income	539,956		715,051	683,976
(Loss) income before provision for income taxes	(17,031	)	340,217	459,437
Net (loss) income	(55,927	)	99,804	233,482
Attributable to:
IGT PLC	(75,574	)	86,162	201,605
Non-controlling interests	19,647		13,642	31,877
(Loss) income attributable to IGT PLC per common share - basic	(0.39	)	0.50	1.16
(Loss) income attributable to IGT PLC per common share - diluted	(0.39	)	0.49	1.16
Dividends declared per common share ($)	0.40		1.97	0.95

·During the historical periods presented there were no discontinued operations.

·Dividends declared in euro in 2014 and 2013 were translated into U.S. dollar at the exchange rates in effect on the dates the dividends were declared.

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Consolidated Balance Sheet Data

	December 31,
($ thousands, except share amounts)	2015	2014	2013
Cash and cash equivalents	627,484	317,106	578,008
Total assets	15,114,692	8,435,297	9,616,622
Debt (a)	8,334,173	2,959,471	3,817,055
Total equity	3,366,142	2,947,720	3,367,307
Attributable to IGT PLC	3,017,648	2,569,837	2,815,381
Attributable to Non-controlling interests	348,494	377,883	551,926
Common stock	20,024	217,171	215,836
Common shares issued	200,244,239	174,976,029	173,992,168

(a) Debt is comprised of long-term debt, including current portion and short-term borrowings.

Selected financial data for the earliest two years of the five-year period has been omitted as such information cannot be provided without unreasonable effort and expense as the Company converted from International Financial Reporting Standards to US GAAP in 2015.

B.Capitalization and Indebtedness

Not applicable.

C.Reasons for the Offer and Use of Proceeds

Not applicable.

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. These risks may affect our operating results and, individually or in the aggregate, could cause our 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, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. We invite you to consult any further related disclosures we make from time to time in materials filed with or furnished to the United States Securities and Exchange Commission (“SEC”).

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IGT PLC is exposed to risks associated with the performance of the global economy, the Eurozone debt crisis and the prevailing economic conditions in the markets in which it operates, including Italy.

IGT PLC is exposed to risks associated with the performance of the global economy and the markets in which it operates. IGT PLC’s income and results of operations have been influenced, and will continue to be influenced, to a certain degree, by the general state and performance of the global economy. The volatility of the financial markets shows that there can be no assurance that any recovery is sustainable or that there will be no recurrence of the global financial and economic crisis or similar adverse market conditions.

IGT PLC’s business is particularly sensitive to reductions in discretionary consumer spending in the markets in which it operates, which may be affected by general economic conditions in these markets. Economic contraction, economic uncertainty and the perception by IGT PLC’s customers of weak or weakening economic conditions may cause a decline in demand for entertainment in the forms of the gaming services that IGT PLC offers. In addition, changes in discretionary consumer spending or consumer preferences could be driven by factors such as an unstable job market, perceived or actual disposable consumer income and wealth, or fears of war and future acts of terrorism.

In particular, the lack of resolution of the sovereign debt crisis of several countries of the Eurozone, including Greece, Italy, Cyprus, Ireland, Spain and Portugal, together with the risk of contagion to other—more stable—countries, particularly France and Germany, has raised a number of uncertainties regarding the stability and overall standing of the European Monetary Union. Concerns that the Eurozone sovereign debt crisis could worsen may lead to the reintroduction of national currencies in one or more Eurozone countries or, in particularly dire circumstances, the abandonment of the euro. The departure or risk of departure from the euro by one or more Eurozone countries and/or the abandonment of the euro as a currency could have major negative effects on both existing contractual relations and the fulfillment of obligations by IGT PLC and/or its customers, which could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

A decline in the relative health of the gaming industry and any difficulty or inability of our customers to obtain adequate levels of capital to finance their ongoing operations may reduce their resources available to purchase our products and services or affect our ability to collect outstanding receivables, which adversely affects our revenues. If we experience a significant unexpected decrease in demand for our products, we could also be required to increase our inventory obsolescence and other asset impairment charges.

Furthermore, an extended economic downturn could impact the ability of our customers to make timely payments to us which could adversely affect our results of operations. We may incur additional provisions for bad debt related to credit concerns on certain receivables, including in connection with customer financing we provide.

A significant portion of IGT PLC’s total consolidated revenues is derived from government concessions in Italy including the Lotto and instant lottery concessions.

A substantial portion of IGT PLC’s revenues, equal to approximately 33.6% of its total consolidated revenues for the year ended December 31, 2015, is derived from exclusive and non-exclusive concessions awarded to IGT PLC 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 IGT PLC’s revenues is derived from two exclusive concessions, one for the operation of the Lotto game (the “Lotto Concession”) and one for instant tickets (equal to approximately 10.5% and 6.2%, respectively, of its total consolidated revenues for the year ended December 31, 2015). The Lotto Concession and the instant ticket majority-owned concession have been, respectively, awarded by ADM to IGT PLC and its subsidiary, Lotterie Nazionali S.r.l. IGT PLC expects that the Lotto Concession will expire on June 8, 2016, while the instant ticket concession will expire on September 30, 2019.

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We expect that a significant portion of our business and profitability will continue to depend upon the concessions awarded to us by ADM and other Italian governmental entities. Therefore, a material reduction in IGT PLC’s revenues from these concessions, including as a result of an early termination or non-renewal of these concessions following their expiration, could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

One specific case of non-renewal might be triggered as a result of the impediment for IGT PLC to participate in future tenders, in the event that (i) the UK as its home member state left the European Union without maintaining parity rights for its resident companies vs. the EU resident companies, (ii) the relevant RFPs require candidates and the relevant holding companies to be EU resident, and (iii) the Italian-based controlling shareholder De Agostini were to dismiss control of IGT PLC or not qualify as a holding company for purposes of the RFP.

The expected termination of the Lotto Concession on June 7, 2016 was determined by an arbitral ruling in favor of IGT PLC on August 1, 2005 and confirmed by the Supreme Court of Cassation on February 3, 2014. The final expiration date of the Lotto Concession is subject to dispute by ADM, which argues that the Lotto Concession should have expired on April 17, 2012, and an appeal lodged by Stanley International Betting Limited (“Stanley”) is still pending. The outcome of the aforementioned dispute and appeal could have a material adverse effect on IGT PLC’s business, results of operations and financial condition.

Despite several prior arbitral awards and judicial decisions in IGT PLC’s favor, ADM or other governmental or judicial authorities nonetheless may continue to seek monetary or other relief from IGT PLC in respect of these four disputed years of concession, potentially through additional legal, administrative or criminal action, investigations or proceedings. An adverse finding or settlement could result in significant damages or other payments or sanctions (including, under certain circumstances, revocation of existing concessions or sanctions under Italian Legislative Decree No. 231 of June 8, 2001). It is uncertain what effect, if any, the ongoing dispute regarding the expiration of the Lotto Concession will have on IGT PLC’s ability to reacquire the Lotto Concession.

IGT PLC relies on time-limited government concessions to conduct a significant portion of its business activities, particularly in Italy. Termination or non-renewal of the Lotto Concession, instant lottery or machine gaming concessions in Italy, or renewal on different terms, could have a material adverse effect on IGT PLC’s revenues.

IGT PLC is required to obtain and maintain licenses from various jurisdictions in order to operate its business, including the Lotto Concession, instant lottery concession, and machine gaming concession in Italy. Upon the expiration of IGT PLC’s concessions, new concessions may be awarded to one or more parties through a competitive bidding process open to parties other than IGT PLC or its subsidiaries. In addition, concessions may be terminated prior to their expiration dates upon the occurrence of certain events of default affecting IGT PLC or its subsidiaries or if their continuation is determined under applicable principles of law to be against the public interest.

Our current Lotto Concession in Italy is scheduled to expire on June 7, 2016. In December 2015, the Italian government issued a request for proposal (“RFP”) to award a new Lotto Concession. In March 2016, IGT PLC, as leader of a consortium of strategic and financial partners, submitted a bid on the new Lotto Concession. In April 2016, the ADM announced that the consortium has been provisionally awarded the new Lotto Concession. Although the consortium is the sole bidder, IGT PLC cannot be certain of the results of the tender, including whether the consortium, of which IGT PLC is the principal operating partner, will be finally awarded the new concession.

The instant ticket concession in Italy is scheduled to expire on September 30, 2019. The instant ticket concession is, in theory, renewable; however, we believe that an RFP may be issued under a different law, with new rules, for a new concession. Under the new rules, the RFP may result in a non-exclusive concession (i.e., more than one bidder may be awarded the concession), and award of the concession may entail payment of a lump sum.

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As with the above concessions, the non-exclusive concession for the operation of video lottery terminals (“VLTs”) and amusement with prize machines (“AWPs”) in Italy held by our subsidiary Lottomatica Videolot Rete S.p.A., as well as the betting concessions that expire in June 2016 held by our subsidiary Lottomatica Scommesse S.r.l., may also be subject to the same possibilities. Finally, the conditions for any new concession will be established by law and included in the rules of the new concession.

There can be no assurance that IGT PLC will be able to renew any of its existing concessions, and the loss, denial, non-renewal or renewal on different terms of any of its concessions could have a material adverse effect on its results of operations, business, financial condition or prospects.

There may be risks associated with the consortium arrangement for the new Lotto Concession

In March 2016, IGT PLC, through its subsidiary Lottomatica S.p.A. (“Lottomatica”), entered into a consortium of strategic and financial partners to bid on the new Lotto Concession. Under the terms of the consortium agreement, Lottomatica will serve as the principal operating partner to fulfill the requirements of the Lotto license. The consortium submitted its bid for the new Lotto Concession in March 2016. In April 2016, the ADM announced that the consortium has been provisionally awarded the new Lotto Concession, and the final award is expected to be made during the second quarter of 2016. According to the bid procedure and consortium agreement, a joint venture company will be established. Lottomatica will have 61.5% equity ownership, with the remainder of the equity ownership shared among the other three consortium members. Lottomatica will appoint a majority of the joint venture board and will enter into a contract with the joint venture to provide technology products and services for the new Lotto Concession.

Unlike the current Lotto Concession for which we are the sole licensee without a consortium, as a result of the consortium arrangement for the new Lotto Concession we will be required to share any profits from the new Lotto Concession with the consortium members. As part of the joint venture arrangement, in the event that the joint venture is profitable in a given year, Lottomatica as principal operating partner will be required to make distributions to the other joint venture members, which will reduce the amount of profits and cash flows we receive from the new Lotto Concession. Consequently, IGT PLC may not achieve the same levels of profitability and cash flows under the new Lotto Concession as IGT PLC has achieved under the current Lotto Concession.

Furthermore, if the joint venture members are unable to reach agreement upon certain specified matters or if the joint venture’s cash flows generated in the first year of operation falls below a pre-determined level, one of the joint venture partners, Italian Gaming Holding (“IGH”), may put its entire joint venture interest to Lottomatica and, in certain cases, Lottomatica may exercise a call option to acquire IGH’s entire joint venture interest. In the event IGH exercises the put right (including under the circumstances in which the joint venture’s cash flow falls below a pre-determined level), IGT PLC, through Lottomatica, will take on a greater percentage of the ownership of the joint venture and accordingly a greater amount of the risk related to the joint venture, including in the event that the joint venture does not achieve expected levels of profitability and cash flows under the new Lotto Concession.

IGT PLC’s obligation to transfer assets upon the termination of the Lotto Concession and other concessions could have a material adverse effect on IGT PLC’s financial position and results of operations.

Upon the termination or non-renewal of the Lotto Concession, the instant lottery or machine gaming concessions, IGT PLC will be required at the request of ADM to transfer to ADM, free of charge, ownership of certain assets that are part of its central system used to operate Lotto, the instant lottery or machine gaming and equipment such as terminals at the points of sale, facilities, software, data files, and any other related assets that may be necessary for the full functioning, operation, and operability of the system itself. As of December 31, 2015, the value of such assets was $35.6 million or approximately 0.24% of IGT PLC’s consolidated total assets and approximately 0.43% without goodwill. The obligation to transfer the Lotto Concession assets may also have detrimental effects on certain other businesses

10

operated by IGT PLC because IGT PLC uses terminals, central system hardware and software used in the operation of Lotto in connection with certain of its other businesses.

IGT PLC’s operations in its North America Lottery and International segments are dependent upon its continued ability to retain and extend its existing contracts and win new contracts.

IGT PLC derives a substantial portion of its revenues and cash flow from its portfolio of long-term contracts in the North America Lottery and International segments (equal to approximately 32.1% of its total consolidated revenues for the year ended December 31, 2015), awarded through competitive procurement processes. In addition, IGT PLC’s U.S. lottery contracts typically permit a lottery authority to terminate the contract at any time for failure to perform and for other specified reasons, 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, if any, to which IGT PLC would be entitled were such termination to occur.

Further, in the event that IGT PLC is unable or unwilling to perform, some of its lottery contracts permit the lottery authority to acquire title to its system-related equipment and software during the term of the contract or upon the expiration or earlier termination of the contract, in some cases without paying IGT PLC any compensation related to the transfer of that equipment and software to the lottery authority.

The termination of or failure to renew or extend one or more of IGT PLC’s lottery contracts, or the renewal or extension of one or more of IGT PLC’s lottery contracts on materially altered terms or the transfer of its assets without compensation could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

IGT PLC is subject to substantial penalties for failure to perform under its concessions and contracts.

IGT PLC’s Italian concessions, lottery contracts in the United States and in other jurisdictions and other service contracts often require substantial performance bonds to secure its performance under such contracts and require IGT PLC to pay substantial monetary liquidated damages in the event of non-performance by IGT PLC.

As of December 31, 2015, IGT PLC had outstanding performance bonds and letters of credit in an aggregate amount of approximately $1.241 billion. These instruments present a potential for expense for IGT PLC 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 IGT PLC’s results of operations, business, financial condition or prospects.

Slow growth or declines in sales of lottery goods and services could lead to lower revenues and cash flows for IGT PLC.

In recent years, as the lottery industry has matured in the primary markets where IGT PLC operates, the rate of lottery sales growth has moderated and some of IGT PLC’s customers have from time to time experienced a downward trend in sales. IGT PLC’s dependence on large jackpot games and, specifically, the decline in aggregate sales at similar jackpot levels (“jackpot fatigue”) has had 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. IGT PLC’s future success will depend, in part, on the success of the lottery industry, as a whole, in attracting and retaining new players in the face of such increased competition in the entertainment and gaming markets (which competition may continue to increase), as well as its 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. The replacement of old products and services with new products

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and services may offset the overall growth of sales of IGT PLC. A failure by IGT PLC to achieve these goals could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

IGT PLC faces risks related to the extensive and complex governmental regulation applicable to its operations.

IGT PLC’s activities are subject to extensive and complex governmental regulation which varies from time to time and from jurisdiction to jurisdiction where IGT PLC operates, which includes restrictions on advertising, increases in or differing interpretations by authorities on taxation, limitations on the use of cash and anti-money laundering compliance procedures. Any failure by IGT PLC to so comply or its inability to obtain required suitability findings could lead regulatory authorities to seek to restrict IGT PLC’s business in their jurisdictions.

In addition, IGT PLC is subject to extensive background investigations in its lottery and gaming businesses. Authorities generally conduct such investigations prior to and after the award of a lottery contract or issuance of a gaming license. Such investigations frequently include individual suitability standards for officers, directors, major shareholders and key employees. Authorities are generally empowered to disqualify IGT PLC from receiving a lottery contract or operating a lottery system as a result of any such investigation. IGT PLC’s failure, or the failure of any of its personnel, systems or machines, in obtaining or retaining a required license or approval in one jurisdiction could negatively impact its ability to obtain or retain required licenses and approvals in other jurisdictions. Any such failure would decrease the geographic areas where IGT PLC may operate and as a result could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

Further, from time to time investigations of various types are conducted by governmental authorities into possible improprieties and wrongdoing in connection with IGT PLC’s efforts to obtain or the awarding of lottery contracts and related matters. Because such investigations frequently are conducted in secret, IGT PLC may not necessarily know of the existence of an investigation in which it might be involved. Because IGT PLC’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 IGT PLC in any manner or the prolonged investigation of these matters by governmental or regulatory authorities could have a material adverse effect on IGT PLC’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. In addition, adverse publicity resulting from any such proceedings could have a material adverse effect on IGT PLC’s reputation, results of operations, business, financial condition or prospects.

IGT PLC is exposed to significant risks in relation to compliance with anti-corruption and corporate criminal laws and regulations and economic sanction programs.

Doing business on a worldwide basis requires us to comply with the laws and regulations of various jurisdictions. In particular, our international operations are subject to anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the United Kingdom Bribery Act of 2010 (the “Bribery Act”), the Italian Legislative Decree No. 231 of June 8, 2001 and economic sanctions programs, including those administered by the UN, EU and OFAC and regulations set forth under the Comprehensive Iran Accountability Divestment Act. The FCPA prohibits providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. We may deal with both government and state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. The provisions of the Bribery Act extend beyond bribery of foreign public officials and are more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties. Under the Italian Legislative Decree No. 231 of June 8, 2001, we may be held responsible for certain crimes committed in Italy or abroad (including corruption, fraud against the state, corporate offenses and market abuse) in our interest or for our benefit, by individuals having a functional relationship with us at the time the relevant crime was committed, including third party agents or intermediaries. In such circumstances, we could be

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subject to fines, confiscation of profits or legal sanctions, such as termination of authorizations, licenses, concessions and financing agreements, suspension of our operations, or prohibitions on contracting with public authorities.

The duration of these disqualifications ranges from a minimum of three months to a maximum of two years, although in very serious cases, some of these disqualifications can be applied permanently. Certain of the above-mentioned legal sanctions may also be applied as interim measures during investigations. As an alternative to the legal sanctions, the court may appoint a judicial custodian to run the company, with the consequence that the profits gained during the receivership period are automatically confiscated. Economic sanctions programs restrict our business dealings with certain sanctioned countries.

We are exposed to a risk of violating anti-corruption laws and sanctions regulations applicable in those countries where we, our partners or agents operate. Some of the international locations in which we operate lack a developed legal system and have high levels of corruption. Our continued expansion and worldwide operations, including in developing countries, the development of joint venture relationships worldwide and the employment of local agents in the countries in which we operate increases the risk of violations of anti-corruption laws, OFAC or similar laws.

From time to time we may be subject to proceedings and investigations relating to such laws and regulations. Violations of anti-corruption laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as well as criminal fines and imprisonment. In addition, any major violations could have a significant impact on our reputation and consequently on our ability to win future business.

There can be no assurance that the policies and procedures we have implemented have been or will be followed at all times or will effectively detect and prevent violations of the applicable laws by one or more of our directors, officers, employees, consultants, agents or partners and, as a result, we could be subject to penalties and sanctions, which in turn could have a material adverse effect on our business, results of operations and financial condition.

IGT PLC may be subject to an unfavorable outcome with respect to pending regulatory or tax matters or other legal proceedings, which could result in substantial monetary damages or other harm to IGT PLC.

IGT PLC is involved in a number of legal, regulatory, tax and arbitration proceedings regarding, among other matters, 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. The outcome of these proceedings and similar future proceedings cannot be predicted with certainty. As of December 31, 2015, our total provision for litigation risks was $17.7 million. However, it is difficult to accurately estimate the outcome of any proceeding. As such, the amounts of IGT PLC’s provision for litigation risk could vary significantly from the amounts IGT PLC may be asked to pay and from the amounts IGT PLC would ultimately pay in any such proceeding. In addition, unfavorable resolution of or significant delay in adjudicating such proceedings could require IGT PLC to pay substantial monetary damages or penalties and/or incur costs which may exceed any provision for litigation risks or, under certain circumstances, cause the termination or revocation of the relevant concession, license or authorization and thereby have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

Two of our senior executives (Marco Sala and Renato Ascoli) and one member of our board of directors (Lorenzo Pellicioli) are the subject of an ongoing investigation in Italy by the Rome Public Prosecutor’s office as a result of a 2012 tax audit performed by the Italian tax agency as settled by our predecessor entity GTECH in December 2013. The investigation involves the structuring of the leveraged buyout transaction of GTECH Holdings Corporation in 2006 and subsequent acquisition debt refinancing and whether GTECH’s income was under-reported in Italy for any of the tax years from 2006 to 2013. As required under Italian law, the Company’s legal representative and the signatories of the relevant corporate tax returns are subject to investigation. The relevant tax returns were signed by the three individuals named above. If the Rome Public Prosecutor determines that GTECH’s income was under-reported in one or more tax years, the prosecutor may choose to bring criminal charges in Italy against one or more of these individuals.

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Within the context of this investigation, in June 2015 a further tax audit in Italy was initiated that is also focused on the leveraged buyout transaction of GTECH Holdings Corporation in 2006 and subsequent acquisition debt refinancing. In July 2015, the Italian Tax Police issued a tax audit report covering the years 2006 to 2010, alleging that GTECH did not recharge to GTECH Holdings Corporation all interest expenses and other costs incurred in connection with the 2006 transaction and subsequent refinancing. Based on this tax report, in December 2015 the Italian tax agency issued a number of tax assessment notices to the Company covering the years 2006 to 2010 and alleging that additional taxes, penalties and interest for these years totaling €200 million are due. Under Italian law, the Company has 60 days in which to appeal the tax assessment notices. On February 26, 2016 GTECH submitted a voluntary settlement request, which entitles the Company to an automatic 90 day extension. The extension will allow the Tax Agency to re-examine the preliminary conclusions of the Tax Police.  At the end of the 90 day extension period, if the parties do not reach a settlement, GTECH retains its right to appeal the tax assessment before the first degree Tax Court.

In April 2016, the Company received a tax audit report from the Italian Tax Police covering the years 2011 to 2014. Based on this report, the additional taxes, penalties and interest associated with the transfer price challenge could be estimated to be approximately €275.0 million for those years. Furthermore, this report contains two additional claims regarding (i) the alleged improper deduction of €140.0 million in value added tax and (ii) under-reported taxable income pursuant to Italy’s controlled foreign corporation regime with specific reference to the Company’s fully controlled subsidiary incorporated in Cyprus. Such Tax Audit Report was delivered to the Public Prosecutor and the Italian Tax Agency for their independent evaluation.

An unfavorable outcome to either the tax investigation or the tax audit could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

IGT PLC faces risks in connection with its global operations and operations outside of traditional U.S. jurisdictions.

IGT PLC is a global business and derives a substantial portion of its revenues from operations outside of Italy and the United States (20.2% of its total consolidated revenues for the year ended December 31, 2015). IGT PLC also operates in tribal jurisdictions with sovereign immunity which subjects it to certain inherent risks. In addition, certain aspects of IGT PLC’s U.S. business, such as its supply chain, may be impacted by events and conditions internationally. Risks associated with IGT PLC’s global operations include increased governmental regulation of the online lottery and commercial gaming industries in the markets where it operates, exchange controls or other currency restrictions and significant political instability.

Other economic risks of doing business globally include:

·Additional costs of compliance with the laws of international jurisdictions,

·Inflation or currency devaluation,

·Illiquid or restricted foreign exchange markets,

·High interest rates, debt default, or unstable capital markets, and

·Restrictions on foreign direct investment.

Political risks include:

·Political instability or change of leadership in government,

·Change of governmental policies, laws or regulations,

·New foreign exchange controls regulating the flow of money into or out of a country,

·Failure of a government to honor existing contracts,

·Governmental corruption, and

·Political unrest, war or acts of terrorism.

Finally, social instability risks include high crime in certain of the countries in which IGT PLC operates due to poor economic and political conditions, riots, unemployment and poor health conditions. These factors may affect IGT PLC’s workforce as well as the general business environment in a country. The materialization of such risks could have a negative impact on IGT PLC’s results of operations, business,

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financial condition or prospects.

If IGT PLC is unable to protect its intellectual property or prevent its use by third parties, its ability to compete in the market may be harmed.

IGT PLC protects its proprietary technology and intellectual property to ensure that its competitors do not use such technology and intellectual property. However, intellectual property laws in Italy, the United States and in other jurisdictions may afford differing and limited protection, may not permit IGT PLC to gain or maintain a competitive advantage, and may not prevent IGT PLC’s competitors from duplicating its products, designing around its patented products, or gaining access to its proprietary information and technology.

Although IGT PLC takes measures intended to prevent disclosure of its trade secrets and proprietary know-how through non-disclosure and confidentiality agreements and other contractual restrictions, IGT PLC 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 IGT PLC patent. IGT PLC 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 and/or adequately protect IGT PLC’s then-current products and technologies. IGT PLC may not be able to detect the unauthorized use, or access from breaches of IGT PLC’s cybersecurity efforts, of its intellectual property or take appropriate steps to enforce its intellectual property rights effectively, and certain contractual provisions, including restrictions on use, copying, transfer and disclosure of licensed programs, may be unenforceable under the laws of certain jurisdictions.

IGT PLC 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, IGT PLC 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 IGT PLC’s most popular games and features are based on trademarks, patents, and other intellectual property licensed from third parties. IGT PLC’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. In the event that IGT PLC cannot renew and/or expand existing licenses, it may be required to discontinue or limit IGT PLC’s use of the games or gaming machines that use the licensed technology or bear the licensed marks.

IGT PLC’s success may depend in part on its ability to obtain trademark protection for the names or symbols under which IGT PLC markets its products and to obtain copyright protection and patent protection of IGT PLC’s proprietary technologies, intellectual property and other game innovations. IGT PLC may not be able to build and maintain goodwill in IGT PLC’s 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 IGT PLC or that IGT PLC’s intellectual properties will not be successfully challenged or circumvented by competitors.

IGT PLC intends to enforce its intellectual property rights, and from time to time it may initiate claims against third parties that it believes are infringing its intellectual property rights if it is unable to resolve matters satisfactorily through negotiation. Litigation brought to protect and enforce IGT PLC’s intellectual property rights could be costly, time-consuming and distracting to management and could fail to obtain the results sought and could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

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Third party intellectual property infringement claims against IGT PLC could limit or affect its ability to compete effectively.

IGT PLC cannot provide assurance that its products or methods do not infringe the patents or other intellectual property rights of third parties. Infringement and other intellectual property claims and proceedings brought against IGT PLC, whether successful or not, are costly, time-consuming and distracting to management, and could harm IGT PLC’s reputation. In addition, intellectual property litigation or claims could require IGT PLC 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. The loss of proprietary technology or a successful claim against IGT PLC could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

Failure to attract, retain and motivate key management and employees may adversely affect our ability to compete.

Our success depends largely on recruiting and retaining talented executives and employees.  Our ability to attract and retain key management, product development, finance, marketing, and research and development personnel is directly linked to our continued success. The market for qualified executives and highly-skilled technical workers is intensely competitive. The loss of key employees or an inability to hire a sufficient number of technical staff could limit our ability to develop successful products and could cause delays in getting new products to market.

IGT PLC’s business prospects and future success rely heavily upon the integrity of its employees, directors and agents and the security of its systems.

The real and perceived integrity and security of a lottery are critical to its ability to attract players. IGT PLC strives to set exacting standards of personal integrity for its employees and directors, as well as system security for the systems that it provides to its customers, and its reputation in this regard is an important factor in its business dealings with lottery and other governmental agencies. For this reason, an allegation or a finding of improper conduct on IGT PLC’s part, or on the part of one or more of its current or former employees, directors or agents that is attributable to IGT PLC, or an actual or alleged system security defect or failure attributable to IGT PLC, could have a material adverse effect upon IGT PLC’s results of operations, business, financial condition or prospects, including its ability to retain or renew existing contracts or obtain new contracts.

IGT PLC may not be able to respond to technological changes or to satisfy future technology demands of its customers, in which case it could fall behind its competitors.

Many of IGT PLC’s software and hardware products are based on proprietary technologies. While management believes that certain of IGT PLC’s technologies, such as the IGT PLC Aurora open-architecture software platform, provide an industry standard, if IGT PLC were to fail to enhance its product and service offerings to take advantage of technological developments, it may fall behind its competitors and IGT PLC’s results of operations, business, financial condition or prospects could suffer.

IGT PLC 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.

Revenues from IGT PLC’s top ten customers in its North America Lottery and International segments accounted for approximately 16.8% of its total consolidated revenues for the year ended December 31, 2015. If IGT PLC were to lose any of these larger customers, or if these larger customers experience slow lottery ticket sales and consequently reduced lottery revenue, there could be a material adverse effect on

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IGT PLC’s results of operations, business, financial condition or prospects.

We face supply chain risks that, if not properly managed, could adversely affect our financial results.

IGT PLC purchases most of the parts, components and subassemblies necessary for its lottery and machine gaming terminals and other system components from outside sources. IGT PLC outsources all of the manufacturing and assembly of certain lottery products to a single vendor while other products have portions outsourced to multiple qualified vendors. Although IGT PLC works closely with its manufacturing outsourcing vendor and IGT PLC is likely to be able to realign its manufacturing facilities to manufacture its products itself, IGT PLC’s operating results could be adversely affected if one or more of its manufacturing outsourcing vendors fails to meet production schedules. IGT PLC’s management believes that if a supply contract with one of these vendors were to be terminated or breached, IGT PLC would be able to replace the vendor. However, it may take time to replace the vendor under some circumstances and any replacement parts, components or subassemblies may be more expensive, which could reduce IGT PLC’s margins. Depending on a number of factors, including the level of the related part, component or subassembly in IGT PLC’s inventory, the time it takes to replace a vendor may result in a delay in its implementation for a customer. Generally, if IGT PLC fails to meet its delivery schedules under its contracts, it may be subject to substantial penalties or liquidated damages, or even contract termination, which in turn could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

In addition, the SEC’s conflict minerals rule requires disclosure by public companies of the origin, source and chain of custody of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured. We may incur significant costs associated with complying with the rule, such as costs related to the determination of the origin, source and chain of custody of the minerals used in our products, the adoption of conflict minerals-related governance policies, processes and controls, and possible changes to products or sources of supply as a result of such activities.

New arrangements with state lotteries in the United States, such as lottery management contracts, may increase the risks to IGT PLC in its dealings with state lotteries, including requiring the guarantee of income, upfront payments or similar arrangements.

In the United States, state lotteries are exploring lottery management contracts as a means of maximizing lottery profits. Under certain of these contracts (currently in Indiana and New Jersey), IGT PLC is required to guarantee income levels to the state. In addition, in other states, agreements may require upfront payments for concessions. Arrangements such as the guarantee of income when not achieved, large upfront payments or other similar arrangements may have a material adverse effect on IGT PLC’s results of operation, business, financial condition or prospects.

IGT PLC’s business may be adversely affected by competition.

The gaming business is highly competitive. IGT PLC faces competition from a number of companies in Italy, the United States and worldwide. Although IGT PLC is making investments, including the acquisition of International Game Technology in April 2015, intended to position it to exploit the opportunities in the machine gaming, interactive gaming and sports betting markets, it expects significant competition in these markets from other companies. Competition could cause IGT PLC to lose players or customers and could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects. The online lottery industry has faced increased competition from the entertainment and gaming industries in recent years, including from a proliferation of destination gaming venues, and an increased availability of gaming opportunities including gaming opportunities on the Internet. In recent years there has been increased competition in the gaming industry and, in some instances, IGT PLC observed extremely aggressive pricing from these competitors in an effort to gain market share. Increased competition and aggressive pricing practices from competitors could adversely affect IGT PLC’s ability to retain business, to win new business and may impact the margin of profitability on

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contracts that IGT PLC is successful in retaining or winning. Also, awards of contracts to IGT PLC are, from time to time, challenged by its competitors. Increased competition also may have a material adverse effect on the profitability of contracts which IGT PLC does obtain. Over the past several years, IGT PLC has experienced and may continue to experience a reduction in the percentage of lottery ticket sales that it receives from certain customers resulting from contract rebids, extensions and renewals due to a number of factors, including the substantial growth of lottery sales, reductions in the cost of technology and telecommunications services and general and competitive dynamics.

IGT PLC may also be affected by increased competition as a result of consolidation among gaming equipment and technology companies. IGT PLC expects the trend toward consolidation in its global industry to continue as gaming equipment and technology companies attempt to strengthen or expand their market positions in the gaming industry through mergers and acquisitions. Several acquisitions of slot machine and other gaming equipment makers by gaming technology companies have occurred recently, such as the acquisition of Bally Technologies, Inc. by Scientific Games Corporation and the acquisition of Multimedia Games Holding Co. Inc. by Global Cash Access Holdings Inc. IGT PLC believes that industry consolidation such as these acquisitions may result in stronger competitors that are better able to compete by increasing their scale and operating efficiencies. Consolidation may also result in competitors with greater resources which may be directed toward accelerating innovation and product development, resulting in a broader service and product offering. Such changes in the competitive landscape could potentially reduce IGT PLC’s market share and lead to declining sales volumes and prices for its products and services. If any of these risks are realized, IGT PLC’s competitive position and therefore its business, results of operations and financial condition may be materially adversely affected.

Competition is intense among gaming and systems providers, including manufacturers of electronic gaming equipment and systems products. Competition is primarily based on the amount of profit IGT PLC’s products generate for its customers, together with cost savings, convenience, and other benefits. Additionally, IGT PLC competes on the basis of price, pricing models, and financing terms made available to customers, the appeal of game content and features to the end player, and the features and functionality of IGT PLC’s hardware and software products. IGT PLC’s competitors range from small, localized companies to large, multi-national corporations, several of which have substantial resources.

Competition in the gaming industry has accelerated due to the increasing number of providers, combined with the limited number of operators and jurisdictions in which they operate. In particular, IGT PLC has observed an influx of small gaming equipment manufacturers entering the market over the last few years. In addition, several casinos have recently ceased operations due to unfavorable economic conditions. This combination of a growing number of providers and a limited number of operators has resulted in an increased focus on price to value. To compete effectively, providers must offer innovative products, with increasing features and functionality benefiting the operators along with game content appealing to the end player, at prices and, in certain cases, financing terms that are attractive to operators.

Obtaining space and favorable placement on casino gaming floors is also a competitive factor. In addition, the level of competition among equipment providers has increased significantly due to consolidation among casino operators and cutbacks in capital spending by casino operators resulting from the economic downturn and resulting decreased player spend.

IGT PLC’s online social gaming and online real-money gaming operations are also subject to intense competition. In particular, the online social casino industry is relatively new and has lower barriers to entry than the land-based casino industry. Several companies have launched social casino offerings, and new competitors are likely to continue to emerge, some of which may be operated by social gaming companies with a larger base of existing users, or by casino operators with more experience in operating a casino. If the products offered through IGT PLC’s online businesses do not maintain their popularity, or fail to grow in a manner that meets IGT PLC’s expectations, IGT PLC’s results of operations and financial condition could be harmed.

The gaming and betting industry is highly regulated.

The gaming and betting industry is highly regulated. In Italy, this regulation determines, among others, (1) games that may be operated and amounts that may be charged by operators, (2) the prizes for the players, (3) the compensation paid to concessionaires, including IGT PLC, (4) the kinds of points of sale and (5) the applicable tax regulations. Renewing existing and applying for new licenses, concessions, permits and approvals can be costly and time-consuming and there is no assurance of success. Any failure to renew or obtain any such license, concession, permit or approval could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects. Any changes in the legal or regulatory framework or other changes, such as increases in the taxation of gaming or betting, changes in the compensation paid to concessionaires or increases in the number of licenses, authorizations or concessions awarded to competitors of IGT PLC could materially and adversely affect its profitability. For instance, the profitability of the video lottery terminal (“VLT”) sector has declined since 2012, after ADM increased taxation on VLTs from 2% to 4% in January 2012, and then to 5% during 2013 through 2015, and then to 5.5% effective January 1, 2016.

In the United States and in many international jurisdictions where IGT PLC currently operates or seeks to do business, lotteries are not permitted unless expressly authorized by law. The successful implementation of IGT PLC’s growth strategy and its business could be materially adversely affected if jurisdictions that do not currently authorize lotteries do not approve new lotteries or if those jurisdictions that currently authorize lotteries do not continue to permit such activities.

Once authorized, the ongoing operations of lotteries and lottery operators are typically subject to extensive and evolving regulation. In the United States, in particular, lottery authorities generally conduct an investigation of the winning vendor and its employees prior to and after the award of a lottery contract. Further, lottery authorities may require the removal of any of the vendor’s employees deemed to be unsuitable and are generally empowered to disqualify IGT PLC from receiving a lottery contract or operating a lottery system as a result of any such investigation. Some jurisdictions also require extensive personal and financial disclosure and background checks from persons and entities beneficially owning a specified percentage (typically 5% or more) of IGT PLC’s securities. The failure of these beneficial owners to submit to such background checks and provide required disclosure could jeopardize the award of a lottery contract to IGT PLC or provide grounds for termination of an existing lottery contract. Additional restrictions are often imposed by international jurisdictions upon foreign corporations, such as IGT PLC,

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seeking to do business there.

Finally, sales generated by lottery games frequently are dependent upon decisions over which IGT PLC has no control made by lottery authorities with respect to the operation of these games, such as matters relating to the marketing and prize payout features of lottery games. Because IGT PLC is typically compensated in whole or in part based on a jurisdiction’s gross lottery sales, lower than anticipated sales due to these factors could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

The illegal gaming market could negatively affect IGT PLC’s business.

A significant threat for the entire gaming and betting 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 IGT PLC’s business. The loss of such players could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

The Company may not realize the cost savings, synergies and other benefits that the Company expects to achieve from the Mergers.

The combination of two independent companies is a complex, costly and time-consuming process. As a result, the Company is required to devote significant management attention and resources to integrating the business practices and operations of GTECH and IGT. The integration process may disrupt the business of either or both of the companies and, if implemented ineffectively, could preclude realization of the full benefits expected by IGT PLC, including the achievement of expected cost savings and revenue synergies. The failure of the Company to meet the challenges involved in successfully integrating the operations of GTECH and IGT or otherwise to realize the anticipated benefits of the Mergers could cause an interruption of the activities of the Company and could seriously harm its results of operations. In addition, the overall integration of the two companies may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of client relationships, and diversion of management’s attention, and may cause the Company’s stock price to decline. The difficulties of combining the operations of the companies include, among others:

·managing a significantly larger company;

·coordinating geographically separate organizations;

·the potential diversion of management focus and resources from other strategic opportunities and from operational matters;

·retaining existing customers and attracting new customers;

·maintaining employee morale and retaining key management and other employees;

·integrating two unique business cultures, which may prove to be incompatible;

·the possibility of faulty assumptions underlying expectations regarding the integration process;

·consolidating corporate and administrative infrastructures and eliminating duplicative operations;

·issues in integrating information technology, communications and other systems;

·unanticipated changes in applicable laws and regulations;

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·managing tax costs or inefficiencies associated with integrating the operations of the Company; and

·unforeseen expenses or delays associated with the Mergers.

Many of these factors are outside of the Company’s control and any one of them could result in increased costs, decreased revenues and diversion of management’s time and energy, which could materially impact the Company’s businesses, financial condition and results of operations. In addition, even if the operations of GTECH and IGT are fully integrated successfully, the Company may not realize the full benefits of the Mergers, including the synergies, cost savings or sales or growth opportunities that the Company expects. These benefits may not be achieved within the anticipated time frame, or at all.

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 business, financial condition and results of operations.

Certain of the Company’s debt agreements require it to comply with certain covenants, including covenants that 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;

·extend credit to other persons;

·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, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

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. 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. There can be no assurance that acquisition opportunities will be available on acceptable terms or at all or that IGT PLC 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.

Slow growth in the establishment of new gaming jurisdictions or the number of new casinos, declines in the rate of replacement of existing gaming machines and ownership changes and consolidation in the casino industry could limit or reduce IGT PLC’s future profits.

Demand for IGT PLC’s products is driven substantially by the establishment of new land-based and/or online gaming jurisdictions, the addition of new casinos or expansion of existing casinos within existing gaming jurisdictions and the replacement of existing gaming machines. The establishment or expansion

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of gaming in any jurisdiction, whether land-based or online, typically requires a public referendum or other legislative action. As a result, gaming continues to be the subject of public debate, and there are numerous active organizations that oppose gaming. Opposition to gaming could result in restrictions on, or even prohibitions of, gaming operations or the expansion of operations in any jurisdiction.

In addition, 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 IGT PLC’s products and IGT PLC’s future profits. Because a substantial portion of IGT PLC’s sales come from repeat customers, its business could be affected if one or more of IGT PLC’s customers consolidates with another entity that utilizes more of the products and services of IGT PLC’s competitors or that reduces spending on IGT PLC’s products or causes downward pricing pressures. Such consolidations could lead to order cancellations, a slowing in the rate of gaming machine replacements, or require IGT PLC’s current customers to switch to IGT PLC’s competitors’ products, any of which could negatively impact IGT PLC’s results of operations.

Demand for IGT PLC’s products and the level of play of IGT PLC’s products could be adversely affected by changes in player and operator preferences.

As a supplier of gaming machines, IGT PLC must offer themes and products that appeal to gaming operators and players. There is constant pressure to develop and market new game content and technologically innovative products. IGT PLC’s revenues are dependent on the earning power and life span of IGT PLC’s games. IGT PLC therefore faces continuous pressure to design and deploy new and successful game themes to maintain IGT PLC’s revenue and remain competitive. If IGT PLC is unable to anticipate or react in a timely manner to any significant changes in player preferences, such as a negative change in the level of acceptance of IGT PLC’s newest systems innovations or jackpot fatigue (i.e. declining play levels on smaller jackpots), the demand for and level of play of IGT PLC’s gaming products could decline. Further, IGT PLC’s products could suffer a loss of floor space to table games or competitors’ products, or operators may reduce revenue sharing arrangements, each of which would harm IGT PLC’s sales and financial results. In addition, general changes in consumer behavior, such as reduced travel activity or redirection of entertainment spending to other venues, could result in reduced demand and reduced play levels for IGT PLC’s gaming products.

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IGT PLC’s success in the competitive gaming industry depends in large part on its ability to develop and manage frequent introductions of innovative products.

The gaming industry is characterized by dynamic customer demand and technological advances, both for land-based and online gaming products. As a result, IGT PLC must continually introduce and successfully market new themes and technologies in order to remain competitive and effectively stimulate customer demand. The process of developing new products and systems is inherently complex and uncertain. It requires accurate anticipation of changing customer needs and end-user preferences as well as emerging technological trends. If IGT PLC’s competitors develop new game content and technologically innovative products and IGT PLC fails to keep pace, IGT PLC’s business could be adversely affected. To remain competitive, IGT PLC invests resources towards its research and development efforts to introduce new and innovative games with dynamic features to attract new customers and retain existing customers. If IGT PLC fails to accurately anticipate customer needs and end-user preferences through the development of new products and technologies, IGT PLC could lose business to its competitors, which would adversely affect IGT PLC’s results of operations and financial position.

IGT PLC intends to continue investing resources toward its research and development efforts. There is no assurance that IGT PLC’s investments in research and development will lead to successful new technologies or timely new products. IGT PLC invests heavily in product development in various disciplines: platform hardware, platform software, online services, content (game) design and casino software systems. Because IGT PLC’s newer products are generally more technologically sophisticated than those IGT PLC has produced in the past, IGT PLC must continually refine its design, development and delivery capabilities across all channels to meet the needs of IGT PLC’s product innovation. If IGT PLC cannot efficiently adapt its processes and infrastructure to meet the needs of its product innovations, IGT PLC’s business could be negatively impacted.

IGT PLC’s customers will accept a new game product only if it is likely to increase operator profits more than competitors’ products. The amount of operator profits primarily depends on consumer play levels, which are influenced by player demand for IGT PLC’s product. There is no certainty that IGT PLC’s new products will attain this market acceptance or that IGT PLC’s competitors will not more effectively anticipate or respond to changing customer preferences. In addition, any delays by IGT PLC in introducing new products could negatively impact IGT PLC’s operating results by providing an opportunity for IGT PLC’s competitors to introduce new products and gain market share ahead of IGT PLC.

IGT PLC’s online social gaming casino offering is conducted largely through Facebook, Apple’s iOS platform and Google’s Android platform, and IGT PLC’s business and IGT PLC’s growth prospects would suffer if IGT PLC fails to maintain good relationships with these parties, or if any of these parties were to alter the terms of IGT PLC’s relationship.

DoubleDown Casino, which is IGT PLC’s online social gaming casino offering, operates largely through Facebook, Apple’s IOS platform and Google’s Android platform. Consequently, IGT PLC’s operating platform, growth prospects and future revenues from this online offering are dependent on IGT PLC’s continued relationships with Facebook, Apple and Google. While DoubleDown Casino has historically

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maintained good relationships with these parties, IGT PLC’s online social gaming casino offering would suffer if IGT PLC is unable to continue these relationships in the future.

In addition, IGT PLC’s relationships with Facebook, Apple and Google are not governed by a contract, but rather by each’s standard terms and conditions for application developers. Each of Facebook, Apple and Google modifies these terms and conditions as well as their respective privacy policies from time to time, and any future changes, including any changes required as a result of government regulation, could have a material adverse impact on IGT PLC’s business. For example, if Facebook, Apple or Google were to increase the fees they charge application developers, IGT PLC’s gross profit and operating income would suffer. Additionally, if users were to limit IGT PLC’s ability to use their personal information, if Facebook, Apple or Google were to develop competitive offerings, either on its own or in cooperation with another competitor, or if Facebook, Apple or Google were to alter its operating platform to IGT PLC’s detriment, IGT PLC’s growth prospects would be negatively impacted.

IGT PLC’s gaming machines and online gaming operations may experience losses due to technical problems or fraudulent activities.

IGT PLC’s success depends on IGT PLC’s ability to avoid, detect, replicate and correct software and hardware anomalies and fraudulent manipulation of its gaming machines, systems, and online offerings. IGT PLC incorporates security features into the design of its gaming machines and other systems, including those features responsible for IGT PLC’s online operations, which are designed to prevent it and its patrons from being defrauded. IGT PLC also monitors its software and hardware to avoid, detect and correct any technical errors. However, there can be no guarantee that IGT PLC’s security features or technical efforts will continue to be effective in the future. If IGT PLC’s security systems fail to prevent fraud or if IGT PLC experiences any significant technical difficulties, its operating results could be adversely affected. Additionally, if third parties breach IGT PLC’s security systems and defraud its patrons, or if IGT PLC’s hardware or software experiences any technical anomalies, the public may lose confidence in IGT PLC’s gaming products and online operations or it could become subject to legal claims by its customers or to investigation by gaming authorities.

IGT PLC’s gaming machines and online offerings have experienced anomalies and fraudulent manipulation in the past. Games and gaming machines may be replaced by casinos and other gaming machine operators if they do not perform according to expectations, or may be shut down by regulators. The occurrence of anomalies in, or fraudulent manipulation of, IGT PLC’s games, gaming machines, systems, or online games and systems may give rise to claims for lost revenues and related litigation by IGT PLC’s customers and may subject it to investigation or other action by gaming regulatory authorities, including suspension or revocation of IGT PLC’s gaming licenses, or other disciplinary action.

IGT PLC’s online casino offerings are part of a new and evolving industry, which presents significant uncertainty and business risks.

Online gaming, including social casino-style gaming, is a relatively new industry that continues to evolve. The success of this industry and IGT PLC’s online business will be affected by future developments in social networks, mobile platforms, legal or regulatory developments (such as the passage of new laws or regulations or the extension of existing laws or regulations to social casino-style gaming activities), taxation of gaming activities, data privacy and cybersecurity laws and regulations, and other factors that IGT PLC is unable to predict, and are beyond IGT PLC’s control. This environment can make it difficult to plan strategically and can provide opportunities for competitors to grow revenues at IGT PLC’s expense. Consequently, IGT PLC’s future operating results relating to its online offerings may be difficult to predict and IGT PLC cannot provide assurance that its online offerings will grow at the rates IGT PLC expects, or be successful in the long term.

In addition, IGT PLC uses social media platforms, such as Facebook, YouTube and Twitter, as marketing tools. These platforms allow individuals access to a broad audience of consumers and other interested persons. Negative commentary regarding IGT PLC or the products it sells may be posted on social media platforms and similar devices at any time and may be adverse to IGT PLC’s reputation or business. As

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laws and regulations rapidly evolve to govern the use of these platforms and mobile devices, the failure by IGT PLC, its employees or third parties acting at its direction to abide by applicable laws and regulations in the use of these platforms and devices could adversely impact IGT PLC’s business, financial condition and results of operations or subject it to fines or other penalties.

Systems, network or telecommunications failures or cyber-attacks may disrupt IGT PLC’s business and have an adverse effect on its results of operations.

Any disruption in IGT PLC’s network or telecommunications services, or those of third parties that IGT PLC utilizes in its operations, could affect IGT PLC’s ability to operate its games or financial systems, which would result in reduced revenues and customer downtime. IGT PLC’s network and databases of business and customer information, including intellectual property, trade secrets, and other proprietary business information and those of third parties IGT PLC utilizes, 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. Despite the implementation of network security measures and data protection safeguards by IGT PLC and third parties IGT PLC utilizes, including a disaster recovery strategy for back office systems, IGT PLC’s servers and computer resources, and those of third parties IGT PLC utilizes, are vulnerable to viruses, malicious software, hacking, break-ins or theft, third party security breaches, employee error or malfeasance, and other potential compromises. Disruptions from unauthorized access to or tampering with IGT PLC’s computer systems, or those of third parties IGT PLC utilizes, in any such event could result in a wide range of negative outcomes, including devaluation of IGT PLC’s intellectual property, increased expenditures on data security, and costly litigation, each of which could have a material adverse effect on IGT PLC’s business, reputation, operating results and financial condition.

A decline in and/or sustained low interest rates causes an increase in IGT PLC’s jackpot expense which could limit or reduce its future profits.

Changes in prime and/or treasury and agency interest rates during a given period cause fluctuations in jackpot expense largely due to the revaluation of future winner liabilities. When rates increase, jackpot liabilities are reduced as it costs less to fund the liability. However, when interest rates decline, the value of the liability (and related jackpot expense) increases because the cost to fund the liability increases. IGT PLC’s results may continue to be negatively impacted by a continued low interest rate environment or any or further decline in interest rates, resulting in increased jackpot expense and a reduction of IGT PLC’s investment income, which could limit or reduce IGT PLC’s future profits.

IGT PLC’s results of operations could be affected by natural events in the locations in which IGT PLC or its customers or suppliers operate.

IGT PLC, its customers, and its suppliers have operations in locations subject to natural occurrences such as severe weather and other geological events, including hurricanes, earthquakes, floods, or tsunamis that could disrupt operations. Any serious disruption at any of IGT PLC’s facilities or the facilities of its customers or suppliers due to a natural disaster could have a material adverse effect on IGT PLC’s revenues and increase IGT PLC’s costs and expenses. If there is a natural disaster or other serious disruption at any of IGT PLC’s facilities, it could impair IGT PLC’s ability to adequately supply its customers, cause a significant disruption to its operations, cause it to incur significant costs to relocate or reestablish these functions and negatively impact IGT PLC’s operating results. While IGT PLC insures against certain business interruption risks, such insurance may not adequately compensate IGT PLC for any losses incurred as a result of natural or other disasters. In addition, any natural disaster that results in a prolonged disruption to the operations of IGT PLC’s customers or suppliers may adversely affect IGT PLC’s business, results of operations or financial condition.

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Changes in consumer preferences and behavior could affect the popularity of the gaming industry.

The popularity and acceptance of gaming is influenced by the prevailing social mores, and changes in social mores could result in reduced acceptance of gaming as a leisure activity. The Company’s future financial success will depend on the appeal of its gaming offerings to its customers and players and the acceptance of gaming generally. If IGT PLC is not able to anticipate and react to changes in consumer preferences and social mores, its competitive and financial position may be adversely affected. In addition, the Company’s future success will also depend on the success of the gaming industry as a whole in attracting and retaining players in the face of increased competition for players’ entertainment spend. Gaming may lose popularity as new leisure activities arise or as other leisure activities become more popular. If the popularity of gaming declines for any reason, IGT PLC’s business, financial condition and results of operations may be adversely affected.

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 shops, risks related to online gaming and alleged association with money laundering. Publicity regarding problem gaming and other concerns with the gaming industry, even if not directly connected to IGT PLC, 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. Such an increase in regulation could adversely impact our business, results of operations and financial condition.

Any decisions to reduce or discontinue paying cash dividends to our shareholders could cause the market price for our ordinary shares to decline.

We may modify, suspend or cancel our cash dividend in any manner and at any time. Any reduction or discontinuance by us of the payment of quarterly cash dividends could cause the market price of our ordinary shares to decline. Moreover, in the event our payment of quarterly cash dividends are reduced or discontinued, our failure or inability to resume paying cash dividends at historical levels could cause the market price of our ordinary shares to decline.

Recent and future changes to U.S. and foreign tax laws could adversely affect IGT PLC.

IGT PLC believes that, under current law, it is treated as a foreign corporation for U.S. federal tax purposes. However, Section 7874 of the Internal Revenue Code provides that a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. The U.S. Treasury recently issued temporary regulations that increase the possibility that non-U.S. incorporated entities are treated as U.S. corporations for U.S. federal income tax purposes under Section 7874 of the Internal Revenue Code. These U.S. Treasury Regulations in substantial part implement rules set forth in an I.R.S. notice issued on September 22, 2014, which IGT took into account when considering whether Section 7874 applied to the April 2015 IGT acquisition. Although such U.S. Treasury Regulations have been issued in temporary form, they are effective as issued, and those portions of such regulations that implement the rules set forth in the September 2014 Notice apply in full to transactions, such as the Mergers, completed on or after September 22, 2014. As anticipated by IGT, such U.S. Treasury Regulations likely have the effect of increasing the percentage of IGT PLC shares considered held (for purposes of Section 7874 of the Internal Revenue Code) by former IGT shareholders immediately after the Mergers by reason of holding IGT stock (the “Section 7874 Percentage”), compared to the percentage of IGT PLC shares actually held by the former IGT shareholders immediately after the Mergers by reason of holding IGT stock. Even taking into account these new regulations, IGT believes the Section 7874 Percentage remains less than 60%, and based on IGT’s calculation less than 50%. Therefore, under current law, IGT believes that IGT PLC should not be treated as a U.S. corporation for U.S. federal income tax purposes.

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In addition to the recently-issued temporary U.S. Treasury Regulations described above, future changes to the inversion rules in Section 7874 of the Internal Revenue Code or the U.S. Treasury Regulations promulgated thereunder or other guidance from the U.S. IRS could adversely affect IGT PLC’s status as a foreign corporation for U.S. federal tax purposes or otherwise adversely affect IGT PLC for U.S. federal income tax purposes, and any such changes could have prospective or retroactive application to IGT PLC, its shareholders and affiliates. Recent legislative proposals have aimed to expand the scope of U.S. corporate tax residence, and such legislation, if passed, could have an adverse effect on IGT PLC. Other recent legislative proposals would cause IGT PLC and its affiliates to be subject to certain intercompany financing limitations, including with respect to their ability to use certain interest expense deductions.

The U.S. Treasury recently issued proposed regulations that would treat certain debt between related parties, generally limited to cross-border debt, as stock for U.S. federal income tax purposes. It is uncertain whether the proposed regulations will be adopted and, if so, in what form. If such proposed regulations are finalized in their current form, they could have an adverse U.S. tax effect on IGT and its affiliates with regard to debts incurred after the date these regulations are finalized. Although the potential future impact on IGT PLC and its affiliates cannot be determined at this time, IGT believes that no currently issued debt between its members will be subject to these new rules.

Moreover, the U.S. Congress, the Organization for Economic Co-operation and Development and other government agencies in jurisdictions where IGT PLC and its affiliates do business are focusing on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the United States and other countries in which IGT PLC and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect IGT PLC and its affiliates

IGT PLC is a company incorporated in the U.K. Current United Kingdom (“U.K.”) law, the decisions of the U.K. courts and the published practice of Her Majesty’s Revenue & Customs, or HMRC, suggest that IGT PLC, a group holding company, is likely to be regarded as being a U.K. resident from incorporation and remaining so if, as IGT PLC intends that, (i) all major meetings of its board of directors and most routine meetings are held in the U.K. with a majority of directors present in the U.K. for those meetings; (ii) at those meetings there are full discussions of, and decisions are made regarding, the key strategic issues affecting IGT PLC and its subsidiaries; (iii) those meetings are properly minuted; (iv) at least some of the most senior employees of IGT PLC, together with supporting staff, are based in the U.K.; and (v) IGT PLC has permanent staffed office premises in the U.K. sufficient to discharge its functions as a holding company.

IGT PLC owns subsidiaries incorporated and doing business in Italy. Should Italian withholding taxes be imposed on dividends or distributions with respect to IGT PLC ordinary shares, whether such withholding taxes are creditable against a tax liability to which a shareholder is otherwise subject depends on the laws of such shareholder’s jurisdiction and such shareholder’s particular circumstances. Shareholders are urged to consult their tax advisors in respect of the consequences of the potential imposition of Italian withholding taxes.

Voting power with respect to our shares is concentrated in a small number of IGT PLC shareholders, and the loyalty voting structure, when it becomes effective in 2018, may further concentrate and/or sustain voting power in a small number of IGT PLC shareholders and such concentration may increase over time.

A relatively large proportion of the voting power of IGT PLC is concentrated in a relatively small number of shareholders who have the ability to exert significant influence over the Company.  As of April 21, 2016, De Agostini S.p.A. and DeA Partecipazioni S.p.A. (collectively, “De Agostini”) had a voting interest in IGT PLC of approximately 51.45%. See “Item 7. Major Shareholders and Related Party Transactions” for additional information.  These holders have the ability to exert significant influence over our business and may make decisions with which other shareholders may disagree, including, among other things,

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delaying, discouraging or preventing a change of control of our Company or a potential merger, consolidation, tender offer, takeover or other business combination.

The loyalty voting structure set forth in the IGT PLC Articles, when it becomes effective in 2018, may further concentrate and/or sustain voting power in a small number of shareholders.  Under the loyalty voting structure, IGT PLC shareholders that maintain their ownership of IGT PLC ordinary shares continuously for at least three years will be entitled, upon election, to direct the voting rights in respect of one special voting share per ordinary share held for such period, provided that such shareholders meet certain conditions.  If IGT PLC shareholders maintaining ownership of a significant number of IGT PLC ordinary shares for an uninterrupted period of at least three years elect to receive the right to direct the exercise of the voting rights attaching to special voting shares, it is possible that a relatively large proportion of the voting power of IGT PLC could be further concentrated in a relatively small number of shareholders who would have or increase their significant influence over IGT PLC.

The loyalty voting structure may prevent or frustrate attempts by IGT PLC shareholders to change IGT PLC’s management and hinder efforts to acquire a controlling interest in IGT PLC, and the IGT PLC ordinary share price may be lower as a result.

The provisions of the IGT PLC Articles establishing the loyalty voting structure may make it more difficult for a third party to acquire, or attempt to acquire, control of IGT PLC, even if a change of control were considered favorably by shareholders holding a majority of IGT PLC ordinary shares. As a result of the loyalty voting structure, it is possible that a relatively large proportion of the voting power of IGT PLC could be concentrated in a relatively small number of holders who would have significant influence over IGT PLC. Such shareholders participating in the loyalty voting structure could reduce the likelihood of change of control transactions that may otherwise benefit holders of IGT PLC ordinary shares.

The loyalty voting structure may also prevent or discourage shareholders’ initiatives aimed at changes in IGT PLC’s management.

Tax consequences of the loyalty voting structure are uncertain.

No statutory, judicial or administrative authority has provided public guidance on how the receipt, ownership, or loss of the entitlement to instruct the nominee appointed by IGT PLC (the “Nominee”), which is currently Computershare Company Nominees Limited, on how to vote in respect of special voting shares and, as a result, the tax consequences are uncertain.

The fair market value of the IGT PLC special voting shares, which may be relevant to the tax consequences, 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 transferrable (other than in very limited circumstances as provided for in the loyalty voting structure), (ii) on a return of capital of IGT PLC on a winding up or otherwise, the holders of the special voting shares will only be entitled to receive out of IGT PLC 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 for nil consideration, IGT PLC 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 IGT PLC is incorrect. The tax treatment of the loyalty voting structure is unclear and shareholders are urged to consult their tax advisors as to the tax consequences of receipt, ownership and loss of the entitlement to instruct the Nominee on how to vote in respect of special voting shares. See “Material United States Federal Income Tax Considerations,” “Material U.K. Tax Considerations” and “Material Italian Tax Considerations” for a further discussion.

The Company is exposed to foreign currency exchange risk.

The Company transacts business in numerous countries around the world and expects that a significant portion of its business will continue to take place in international markets. IGT PLC prepares its consolidated financial statements in its functional currency (U.S. dollars), while the financial statements of

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each of its subsidiaries are prepared in the functional currency of that entity. Accordingly, fluctuations in the exchange rate of the functional currencies of the Company’s foreign currency entities against the functional currency of IGT PLC will impact its results of operations and financial condition. Therefore, it is expected that the Company’s revenues and earnings will continue to be exposed to the risks that may arise from fluctuations in foreign currency exchange rates, which could have a material adverse effect on IGT PLC’s business, results of operation or financial condition.

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Item 4.Information on the Company

A.History and Development of the Company

IGT PLC is incorporated in, and organized as a public limited company under, the laws of England and Wales. IGT PLC’s principal office is located at 66 Seymour Street, 2nd Floor, London W1H 5BT, United Kingdom, telephone number +44 (0) 207 535 3200. The Company’s agent for service in the United States is CSC Services Of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, NV 89119 (telephone number: +1 518 433 4740) and the company’s registered agent in the U.K. is Elian Corporate Services (UK) Limited (formerly Ogier Corporate Services (UK) Ltd.), whose address is 11 Old Jewry, 6th Floor, London, EC2R 8DU, United Kingdom, and its telephone number is +44 (0) 207 160 5000.

IGT PLC 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 legal name to “Georgia Worldwide PLC,” and on February 26, 2015, it changed its legal name to “International Game Technology PLC.” Prior to the Mergers, IGT PLC did not conduct any material activities other than those incident to its formation and the matters contemplated by the Merger Agreement, such as the formation of Georgia Worldwide Corporation, the making of certain required securities law filings and the preparation of the proxy statement/prospectus filed in connection with the Mergers.

Acquisition of International Game Technology

The Mergers

IGT PLC is the successor of GTECH, an Italian corporation (società per azioni), and the parent of IGT, a Nevada corporation.

On July 15, 2014, the Company, GTECH, GTECH Corporation (now IGT Global Solutions Corporation) (solely with respect to Section 5.02(a) and Article VIII of the Merger Agreement), Sub and IGT signed the Merger Agreement, which was subsequently amended. On November 4, 2014, the Holdco Merger was approved at an extraordinary general shareholders’ meeting of GTECH, and on February 10, 2015, the Subsidiary Merger was approved at a special shareholders’ meeting of International Game Technology. On April 7, 2015, GTECH merged with and into the Company, and IGT merged with and into Sub, with IGT surviving the Subsidiary Merger, all pursuant to the Merger Agreement. The objective of the Mergers was to combine GTECH’s and IGT’s businesses.

In connection with the Holdco Merger, GTECH shareholders received one newly issued ordinary share in IGT PLC (having a nominal value of $0.10 each) for each ordinary share held in GTECH (having a nominal value of €1.00 each). In connection with the Subsidiary Merger, each IGT common share (having a par value of $0.00015625 each) was converted into the right to receive (1) $14.3396 in cash without interest and (2) 0.1819 ordinary shares, nominal value $0.10 per share, of IGT PLC (the “Exchange Ratio”). The final per share merger consideration payable to IGT shareholders was determined pursuant to the process outlined in the Merger Agreement, which included the calculation of the “Gold Share Trading Price” of $20.2379, wherein an average U.S. dollar converted volume-weighted average price for GTECH shares was calculated from ten trading days selected randomly from a 20-trading day window. The total share merger consideration payable to IGT shareholders amounted to €3.3 billion ($3.6 billion) and 45 million IGT PLC shares.

In connection with the closing of the Mergers, IGT PLC issued 198,526,804 ordinary shares to GTECH and IGT shareholders on the basis of the established exchange ratios described above. On April 7, 2015, IGT PLC ordinary shares began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “IGT.” For information on our share capital, see “Item 10. Additional Information—B. Memorandum and Articles of Association.”

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Settlement of Cash Exit Rights

Under Italian law, GTECH shareholders who did not approve the Holdco Merger were entitled to exercise cash exit rights (“diritto di recesso”). On April 2, 2015, the 19,796,852 GTECH shares for which entitled GTECH shareholders exercised cash exit rights in relation to the Holdco Merger were settled at the cash exit price of €19.174 per share. Holders of the 62,607 GTECH cash exit shares that had been purchased in a pre-emptive offer pursuant to Article 2437- quater of the Italian Civil Code received ordinary shares of IGT PLC on the basis of the Exchange Ratio, and an interim dividend equal to €0.75. The residual 19,734,245 cash exit shares were purchased by GTECH pursuant to Article 2437- quater , para. 5, of the Italian Civil Code for a total cash consideration of $407.8 million and cancelled in the Holdco Merger, together with the 2,183,503 treasury shares held at that time by GTECH.

Dividend Payments

The Company paid interim cash dividends on its ordinary shares during 2015 as follows:

				Aggregate
Declaration	Payment	Per Share Amount		Payment
Date	Date	$	€	(thousands)
November 10, 2015	December 11, 2015	0.20	—	39,956
August 10, 2015	September 10, 2015	0.20	—	39,913
December 17, 2014	January 21, 2015	0.93	0.75	129,720
				209,589

Dividends paid in euro in the first quarter of 2015 were translated into U.S. dollars at the exchange rate in effect on the date of payment

Other Transactions

Effective April 1, 2015, GTECH contributed in-kind its ongoing business related to the Lotto concession to its wholly owned subsidiary Lottomatica S.p.A., by way of increasing Lottomatica S.p.A.’s capital by €378 million. Thereafter, effective April 3, 2015, GTECH contributed in-kind its wholly owned subsidiary Lottomatica S.p.A. to its wholly owned subsidiary Lottomatica Holding S.r.l. by increasing Lottomatica Holding S.r.l.’s capital by €811 million.

In April 2015, Invest Games S.A., a wholly owned subsidiary of IGT PLC organized under the laws of the Grand Duchy of Luxembourg, was converted to Invest Games S.á.r.l, a private limited liability company (“Invest Games”). IGT then purchased all of the shares of Invest Games by way of an intercompany loan agreement and promissory note. In September 2015, Invest Games was liquidated.

On September 22, 2015 a joint venture agreement was entered into between IGT PLC’s wholly owned subsidiary Lottomatica Videolot S.p.A. and Ancona Time S.r.l., whereby the former would be entitled to 50.35% of the profits of the latter subject to making given cash contributions to the development of its business,

Effective October 1, 2015, to further the global branding of IGT PLC and its subsidiaries as “IGT,” GTECH Corporation changed its name to IGT Global Solutions Corporation.

Effective November 2, 2015, GTECH USA, LLC merged with and into IGT, with IGT being the surviving entity.

Effective January 1, 2016, GTECH Holdings Corporation merged with and into IGT Global Solutions Corporation (formerly known as GTECH Corporation), with IGT Global Solutions Corporation being the surviving entity.

Other than as described above, including in relation to the Mergers (see “—Acquisition of International Game Technology”), there have not been any public takeover offers by third parties in respect of IGT PLC’s shares or by IGT PLC in respect of other companies’ shares which have occurred during the last and current financial years.

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Capital Expenditures

Capital expenditures are defined as investments for the period in systems, equipment and other assets related to contracts, property, plant and equipment, intangible assets and investments in associates as shown in our cash flow statement. For a description, including the amount invested, of the Company’s principal capital expenditures and divestitures (including interests in other companies) for the years ended December 31, 2015, 2014 and 2013, see “Item 5—B. Liquidity and Capital Resources—Capital Expenditures.”

The Company did not make any capital expenditures in the first quarter of calendar 2016 that were not in the ordinary course of business.

In March 2016, IGT PLC, through its subsidiary Lottomatica, entered into a consortium of strategic and financial partners to bid on the new Lotto Concession. Under the terms of the consortium agreement, Lottomatica will serve as the principal operating partner to fulfill the requirements of the Lotto license. The consortium submitted its bid for the new Lotto Concession in March 2016. In April 2016, the ADM announced that the consortium has been provisionally awarded the new Lotto Concession. The final award of the concession is expected to be made during the second quarter of 2016. The consortium’s bid was comprised of euro 770 million in upfront concession payments that will be paid in three installments between the time of the award and April 2017. IGT PLC currently expects the first two installments of €350 million and €250 million to be made in 2016, with the balance made in April 2017. In addition, €140 million will be invested by the consortium to upgrade the technological infrastructure supporting the Lotto game. Members of the consortium will contribute to the upfront concession payments on a pro rata basis, based on each party’s equity ownership interest.

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B. Business Overview

The following description refers to the combined business and operations of the following legacy companies: GTECH and IGT. The merger was completed on April 7, 2015.

International Game Technology PLC is the world’s leading end-to-end gaming company, operating and providing an integrated portfolio of leading-edge technology products and services across all gaming markets, including: lottery management services, online and instants lotteries, electronic gaming machines, sports betting, interactive gaming, and commercial services. IGT PLC provides business-to-consumer (“B2C”) and business-to-business (“B2B”) products and services to customers in approximately 100 countries.

IGT PLC’s integrated portfolio of technology, products, and services, including its best-in-class content, is shaping the future of the gaming industry by delivering the innovation that players want. IGT enables players to experience their favorite games across all channels and regulated segments, from gaming machines and lotteries to interactive and social gaming. Leveraging a wealth of premium content, substantial investment in innovation, in-depth customer intelligence, operational expertise, and leading-edge technology, our gaming solutions anticipate the demands of consumers wherever they decide to play, providing our customers with leading edge solutions.

The Company strives to create shareholder value by adhering to the highest levels of service, integrity, responsibility, and innovation. Social responsibility is vital and we are committed to responsible gaming, giving back to our communities, and doing our part to protect the environment.

IGT PLC is headquartered in London, with operating centers 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. Each one of these segments operates and provides the full range of gaming products and services described above. Hardware and software development, and manufacturing are centralized in North America. The Company had over 12,000 employees as of December 31, 2015.

Products and Services

Lottery

IGT PLC’s lottery services are provided through concession or operator contracts (also referred to as lottery management services arrangements), facilities management contracts, and product sales contracts. In the majority of jurisdictions, lottery authorities generally award contracts through a competitive bidding process. 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.

IGT PLC supplies a unique set of solutions for online, draw-based, and instant ticket lotteries to more than 100 customers worldwide. IGT PLC designs, sells and operates a complete suite of lottery-enabled point-of-sale terminals that are electronically linked with a centralized transaction processing system that reconciles lottery funds between the retailer, where a transaction is enabled, and the lottery authority. Among those solutions, IGT PLC provides and operates highly secure, online lottery transaction processing systems which are capable of processing over 500,000 transactions per minute. IGT PLC provides more than 500,000 point-of-sale devices to lottery customers and lotteries that IGT PLC supports worldwide.

IGT PLC is also a major instant ticket game supplier. As an end-to-end provider of instant tickets and related services, IGT PLC specializes in the fast delivery of high-quality instant ticket games and provides printing services, instant ticket marketing plans and graphic design, programming, production, packaging, shipping and delivery services. Instant tickets are sold at numerous types of retail outlets but most successfully in grocery and convenience stores. IGT PLC is the global leader in terms of deployments and sales for Lottery Vending Machines (LVMs) that sell instant tickets as well as draw-based games.

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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

IGT PLC 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 maintain a strong level of same store sales growth for IGT PLC customers. In connection with its delivery of lottery services, IGT PLC actively advises its customers on growth strategies.

IGT PLC also provides marketing services, in particular retail optimization and branding. IGT PLC employs marketing and sales staff who are directly responsible for developing and helping execute marketing programs that grow sales of lottery games. IGT PLC also works closely with lottery customers and retailers to help retailers sell lottery games more effectively. These programs include product merchandising and display recommendations, selection of appropriate lottery product mix for each location, and account reviews to plan lottery sales growth strategy.

IGT PLC operates or acts in a growing number of jurisdictions as the provider of lottery management services and is responsible for supporting the day-to-day operations of the lottery and its core functions. In this respect, IGT PLC leverages its years of experience accumulated from being the sole concessionaire for the Italian Lotto game, the world’s largest lottery, which includes management of all of the activities along the lottery value chain.

The lottery technology business is highly competitive and subject to strong price-based competition. IGT PLC’s primary competitors in the lottery technology business include Scientific Games Corporation and Intralot S.A. The instant tickets production business is also highly competitive and subject to strong price-based competition. IGT PLC’s competitors in the United States include Scientific Games Corporation and Pollard Banknote Limited.  Internationally, a number of instant ticket game vendors compete with us, including the competitors mentioned above, as well as diversified printing companies such as Eagle Press of India.

The private manager, operator and licensee sector continues to emerge globally.  Competitors in this market primarily consist of a handful of commercial lottery operators active mainly in their domestic markets, such as Tattersalls, Sisal S.p.A. (“Sisal”), Sazka, and OPAP, and also includes a few commercial lottery operators, such as IGT PLC and Camelot, which compete globally.  IGT PLC is the leading commercial operator in the United States and manages the day-to-day operations of the Illinois, Indiana, and New Jersey lotteries and their core functions, subject to the state’s control over all significant business decisions.  Camelot U.K.  Lotteries Ltd. operates the UK National Lottery and the Ireland National Lottery.

Facilities Management Contracts (or FMC). IGT PLC’s facilities management contracts typically require IGT PLC to construct, install and operate the lottery system for an initial term, which is typically five to ten years. IGT PLC’s facilities management contracts usually contain options permitting the lottery authority to extend the contract under the same terms and conditions, or similar or predetermined terms and conditions, for additional periods, generally ranging from one to five years. IGT PLC’s customers also occasionally renegotiate extensions on different terms and conditions. IGT PLC’s revenues under facilities management contracts are generally service fees which are paid to IGT PLC directly from the lottery authority based on a percentage of such lottery’s gross online and instant ticket sales. Under a number of IGT PLC’s facilities management contracts, in addition to constructing, installing and operating the lottery systems, IGT PLC provides a wide range of support services and equipment for the lottery’s instant ticket games, such as marketing, distribution and automation of validation, inventory and accounting systems, for which IGT PLC receives fees based upon a percentage of the sales of the instant ticket games. In limited instances, IGT PLC provides instant tickets and online lottery systems and services under the same facilities management contract. The majority of IGT PLC’s North American Lottery revenues are earned under FMCs.

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Concessions and Lottery Management Agreements (LMA). A portion of IGT PLC’s revenues, primarily from its Italy segment, is derived from operating contracts. Under certain operating contracts, IGT PLC manages all of 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 games. The service revenues IGT PLC earns in return for operating these concessions are based on a percentage of wagers. For certain concessions this percentage decreases as the total wagers increase during an annual period, while for others the fee is fixed based on the percentage of wagers. In the United States, IGT PLC is the lottery management services provider in three U.S. jurisdictions — Illinois, Indiana and New Jersey.  In each jurisdiction, IGT PLC manages the day-to-day operations of the lottery and its core functions subject to lottery oversight. In Illinois and New Jersey, IGT PLC provides lottery management services as part of a joint venture or consortium, respectively, and in Indiana through a wholly-owned subsidiary.

Illinois. IGT PLC provides lottery management services in Illinois through Northstar Lottery Group, LLC (“Northstar”), a consortium in which IGT PLC indirectly holds an 80% controlling interest.  IGT Global Solutions Corporation, an affiliate of IGT PLC provides certain hardware, equipment, software and support services to Northstar.  On December 9, 2014, the Illinois Department of Lottery (the “State of Illinois”) and Northstar entered into an agreement (the “Termination Agreement”) to terminate their relationship under the private management agreement (the “PMA”) between them. Over one month after its execution by the Governor of the State of Illinois, the Illinois Attorney General notified the State of Illinois that it “disapproved” of the “proposed” Termination Agreement.  Relying on the Attorney General’s “disapproval,” the Governor’s Office informed Northstar that it believed the Termination Agreement was invalid and unenforceable, and that therefore, the Illinois Contract remained in effect.  Both Northstar and IGT PLC believed that the Termination Agreement was valid and binding on the parties but entered into subsequent negotiations with the Illinois Lottery in an attempt to resolve the dispute.

Effective September 18, 2015, Northstar signed a Letter Agreement (the “Letter Agreement”) with the State of Illinois and the Illinois Lottery that superseded the Termination Agreement. The Letter Agreement sets forth the terms governing the termination of the PMA, the transition services to be provided by Northstar, and the amendment and expiration terms of the respective Supply Agreements between Northstar and each of its key vendors, IGT Global Solutions Corporation and Scientific Games.  Under the terms of the Letter Agreement, the PMA shall remain in effect until the earlier of (i) the date that a transition of Northstar’s responsibilities to a replacement private manager is complete, or (ii) January 1, 2017. The PMA may be extended for additional periods of between three and six months, upon the agreement of the Lottery and Northstar, provided that Northstar receives written notice from the Lottery of the desired length of extension at least ninety (90) days’ prior to the expiration of the then current term, and Northstar agrees in writing to such extension.  The Supply Agreement with IGT Global Solutions Corporation is set to expire on July 1, 2017.  If a replacement private manager is selected, the Letter Agreement provides IGT Global Solutions Corporation with the right to negotiate with the new replacement private manager to extend its Supply Agreement beyond such date.  If the parties do not come to an agreement to extend or modify the IGT Supply Agreement by July 1, 2017, as consideration for the shortened IGT Supply Agreement, IGT Global Solutions Corporation will be paid a fee.

Indiana.  In Indiana, IGT PLC manages the day-to-day sales and marketing operations and core functions of the Hoosier Lottery through IGT Indiana, LLC (“IGT Indiana”), a wholly owned indirect subsidiary of IGT PLC, which has a 15-year integrated services agreement (the “Indiana Agreement”) with the Hoosier Lottery expiring on June 30, 2028.  Under the terms of the Indiana Agreement, IGT Indiana was entitled to earn incentive compensation (“Incentive Compensation”) to the extent that actual net income in a given fiscal year exceeded the net income targets proposed by IGT Indiana in its original bid (“Bid Net Income”), with such Incentive Compensation capped at five percent (5%) of actual net income in such fiscal year.  To the extent that actual net income in a given fiscal year was less than Bid Net Income in such fiscal year, IGT Indiana was required to pay net income shortfall payments (“Net Income Shortfall Payments”) to the Hoosier Lottery, with such amounts capped at five percent (5%) of Bid Net Income in such fiscal year.

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In June 2015, the State of Indiana and IGT Indiana executed an amendment to the Indiana Contract which modified certain economics set forth therein.  IGT Indiana made a one-time payment of approximately $18.3 million to the State of Indiana in connection with the execution of such amendment.  In addition, at the conclusion of Fiscal Year 2015 (June 30, 2015), Bid Net Income was replaced with minimum net income (“Minimum Net Income”) and incentive net income (“Incentive Net Income”).  If during any given fiscal year, actual net income is:

·Less than Minimum Net Income, then IGT Indiana shall be required to make a Net Income Shortfall Payment to the State of Indiana and shall not be eligible to receive Incentive Compensation. Net Income Shortfall Payments are capped at five percent (5%) of Minimum Net Income.

·Equals or exceeds Minimum Net Income, but is less than or equal to Incentive Net Income, then IGT Indiana will not be required to make a Net Income Shortfall Payment to the State of Indiana and shall continue to not be eligible to receive Incentive Compensation.

·Exceeds Incentive Net Income, then IGT Indiana will receive Incentive Compensation, and the State of Indiana shall retain its share of such Incentive Compensation, capped at five percent (5%) of actual net income.  In any fiscal year where IGT Indiana is eligible to receive Incentive Compensation, the State of Indiana shall retain fifty percent (50%) of every dollar of actual net income that exceeds Incentive Net Income, up to the cap, over which the State of Indiana shall retain all actual net income.

New Jersey.  Northstar New Jersey is party to a lottery management agreement (the “Services Agreement”) with the State of New Jersey Department of the Treasury, Division of Purchase and Property and Division of Lottery (the “New Jersey Lottery”) which expires on June 30, 2029.  In New Jersey, IGT PLC manages the day-to-day sales and marketing operations and core functions of the New Jersey Lottery through Northstar New Jersey Lottery Group, LLC (“Northstar New Jersey”), a consolidated joint venture comprised of IGT Global Solutions Corporation, a wholly-owned subsidiary of IGT PLC, Scientific Games New Jersey, a subsidiary of Scientific Games International, Inc., and OSI LTT NJ Grantor Trust, an affiliated entity of Ontario Municipal Employees Retirement System, in which IGT PLC indirectly holds an approximate 41% interest. IGT Global Solutions Corporation provides certain hardware, equipment, software and support services and certain instant ticket goods and services to Northstar New Jersey for the benefit of the New Jersey Lottery.  Northstar New Jersey is responsible for payments to the New Jersey Lottery to the extent certain net income targets are not achieved by the New Jersey Lottery, subject to a cap of 2% of the applicable year’s net income and a $20.0 million shortfall payment credit that was fully utilized by the end of the fourth quarter of 2015.

In December 2015, Northstar New Jersey and the New Jersey Lottery executed an amendment to the Services Agreement.  Pursuant to the terms of such amendment, (i) the Net Income Levels, which determine the amounts of incentive compensation, if any, that Northstar New Jersey is entitled to receive, and (ii) the Net Income Targets, which determine the amount of net income shortfall payments, if any, that Northstar New Jersey, would be required to pay, were modified. As consideration in connection with the terms of the amendment, Northstar New Jersey made a $15.4 million payment to the State, of which IGT Global Solutions Corporation contributed its pro rata portion of $6.3 million.  In addition, pursuant to the terms of the amendment, the State will be entitled to receive from Northstar New Jersey additional amounts for each of the New Jersey Lottery’s 2016-2018 fiscal years to the extent total transfers to the New Jersey Lottery (which includes the sum of the New Jersey Lottery’s net income (less any incentive compensation payable to Northstar) and the net income shortfall payments paid to the State by Northstar New Jersey (if any) for the applicable year) fall below certain guaranteed revenue amounts. In addition, the incentive compensation that Northstar New Jersey is entitled to receive in any fiscal year was reduced, from five percent (5%) to three percent (3%) of actual net income.

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Product Sales Contracts (or PSC). Under product sales contracts, IGT PLC constructs, sells, delivers and installs turnkey lottery systems or lottery equipment and licenses the software for a fixed price, and the lottery authority subsequently operates the lottery system or equipment. IGT PLC also sells additional terminals and central computers to expand existing systems and/or replace existing equipment under product sales contracts and will also provide ancillary maintenance and support services related to the systems, equipment sold and software licensed.

The table below sets forth the lottery authorities and customers with which IGT PLC had facilities management contracts (“FMC”) for the installation and operation of lottery systems as of April 14, 2016, and as to which IGT PLC is the sole supplier of central computers and terminals and material services. The table below does not include FMCs in jurisdictions where IGT PLC also has contracts listed below under the heading “—Lottery Management Services Contracts.”

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	Date of	Date of
	Commencement	Expiration of	Current
	of Current	Current	Extension
Jurisdiction	Contract*	Contract	Options**	Additional Commentary
United States:
Arizona	November 2005	August 2016
California	October 2003	October 2019		At the end of the final extension option period, the contract will remain in effect under the same terms and conditions until either party provides at least two years’ notice of termination.
Colorado	January 2014	June 2021	2 two-year
Florida	January 2005	March 2017		Effective June 15, 2015, the contract was extended to the date that is the earlier of March 28, 2017 and the date upon which the Florida Lottery has approved of successful conversion to a new gaming system.
Georgia	September 2003	September 2018
Kansas	July 2008	June 2018
Kentucky	July 2011	July 2021	5 one-year	In December 2014, The Kentucky Lottery and IGT PLC executed a separate agreement for the provision of an iLottery Gaming System. The iLottery contract has a term of four (4) years from the commencement of sales, and may be extended by the Lottery for a period of up to six (6) years.
Michigan	January 2009	January 2021		In January 2016, the Michigan Lottery and IGT PLC agreed to extend the term of its contract four (4) years, through January 19, 2021.
Minnesota	April 2015	November 2023	3 Up to 3 years
Missouri	October 2014	June 2022	Up to 3 years
Nebraska	December 2010	June 2021		In September 2015, the Nebraska Lottery and IGT PLC agreed to extend the term of its contract four (4) years, through June 30, 2021
New York	September 2009	August 2017	Up to 3 years
North Carolina	March 2016	June 2027	Up to 5 years	In March 2016, the North Carolina Educational Lottery executed a contract with IGT PLC for an initial term of ten (10) years from “Go-Live,” with a five (5) year extension option.
Oregon	October 2007	November 2020
Rhode Island	July 2003	June 2023
South Dakota	August 2009	August 2019
Tennessee	April 2015	June 2022	Up to 7 years
Texas	September 2011	August 2020	3 two-year
Virginia	March 2016	June 2023	Up to 6 years	In March 2016, the Virginia Lottery executed a contract with IGT PLC for the provision of a Draw Game Lottery System and related services.
Washington	October 2014	June 2026	Up to 10 years
West Virginia	June 2009	June 2017		In November 2015, the West Virginia Lottery and IGT PLC agreed to extend the term of its contract one (1) year, through June 27, 2017.
Wisconsin	February 2016	May 2024	Up to 3 one-year	In February 2016, the Wisconsin Lottery and IGT PLC executed a contract pursuant to which IGT PLC will provide bundled services, including a draw-based and instant ticket lottery system, terminals and insant ticket printing, warehousing and distribution.

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	Date of	Date of
	Commencement	Expiration of	Current
	of Current	Current	Extension
Jurisdiction	Contract*	Contract Term	Options**	Additional Commentary
Caribbean and Latin America:
Argentina - Slot Machines S.A. (San Luis Province/Agencia Financiera de Loterías, Casinos y Juegos de Azar)	April 2012	October 2021	Sole discretion of Agencia, up to 10 years
Chile—Polla Chilena de Beneficencia	September 2008	August 2016	Up to 24 months
Jamaica—Supreme Ventures Limited	November 2000	January 2026
Mexico—Pronosticos Para La Asistencia Publica	December 2014	December 2020

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	Date of	Date of
	Commencement	Expiration of	Current
	of Current	Current	Extension
Jurisdiction	Contract*	Contract Term	Options**	Additional Commentary
Europe, Africa, Asia
Belgium - Loterie Nationale de Belgique	June 2014	May 2024
China — Beijing Welfare Lottery	January 2012	December 2020	Automatic two one-year terms unless a party gives at least 180 days’ notice before the end of initial or extension term
China — Shenzhen Welfare Lottery	July 2010	April 2021	Automatic two eighteen-month terms unless a party gives at least 180 days’ notice before the end of the initial or extension term
Czech Republic—SAZKA a.s. (f/k/a Czech Republic—SAZKA sázková kancelář a.s.)	November 2011	December 2022
Ireland—An Post Nat’l Lottery Company	June 2002	June 2015
Luxembourg—Loterie Nationale	March 2013	March 2021	5 one-year terms
Nigeria—Secure Electronic Technology plc. (SET)	November 2008	December 2016	Contract expires on the date SET’s license expires - which is in December 2016, with an option to extend for ten (10) years.
Poland—Totalizator Sportowy	December 2011	November 2018	3 one-year or three-years
Slovak Republic—TIPOS, National Lottery Company, a.s.	January 2007	December 2018
Spain—Organizacion Nacional de Ciegos Españoles (ONCE)	May 2010	December 2020	5 years and subsequently for biannual periods unless either party elects to terminate with prior notice of two years
South Africa - Ithuba Holding (Pty.) Ltd.	June 2015	May 2020	Five years with possible three year extension
Turkey—Turkish National Lottery	February 1996	November 2016	The term of the contract renews for successive one-year periods unless either party gives timely notice of non-renewal.
United Kingdom—The National Lottery	February 2009	January 2023		Operated by Camelot U.K. Lotteries Limited on a facilities management basis.

*   Reflects the date upon which the contract became effective.

** Reflects extensions available to the lottery authority under the same terms as the current contract.  Lottery authorities occasionally negotiate extensions on different terms and conditions.

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The table below sets forth the lottery authorities with which IGT PLC had operator contracts or lottery management services arrangements as of December 31, 2015 for the day-to-day operation of core lottery functions, and management of lottery systems, and as to which IGT PLC is the supplier of central computers and terminals and material services.  The table also sets forth information regarding the term of each contract.

	Date of	Date of
	Commencement	Expiration of	Current
	of Current	Current	Extension
Jurisdiction	Contract*	Contract	Options**	Additional Commentary
Italy:
Agenzia delle Dogane e dei Monopoli - Lotto	1998	June 2016		A consortium led by IGT PLC was selected provisionally for the Lotto Concession in April 2016 for a nine-year term
Agenzia delle Dogane e dei Monopoli - “Scratch & Win” Instant Lotteries	October 2010	September 2019
United States:
Illinois	July 2011	January 2017	Option to extend for up to three periods of three (3) to six (6) months each	Reflects revised period under Letter Agreement between Northstar and the State of Illinois effective September 18, 2015.
Indiana	October 2012	June 2028	Ten one-year	In addition to the installation of its own lottery terminals, IGT PLC has contracted with Scientific Games International, Inc. for the provision of the hardware of Scientific Games’ WAVE™ lottery terminals. This contract expires in August 2016, at which time all terminals will be converted to IGT temrinals.
New Jersey	June 2013	June 2029
Caribbean and Latin America:
Colombia
ETESA/ COLJUEGOS	April 2012	April 2017
Grupo Empresarial En Linea, S.A.	September 2011	April 2017
Costa Rica
Junta de Protección Social	June 2013	June 2019	Automatic renewals for two-year periods up to a total of ten years unless the Junta gives notice of non-renewal
Trinidad & Tobago—National Lotteries Control Board	December 1993	March 2021	Automatic extension for one three-year period
Anguilla—LILHCo	May 2007	May 2017
Antigua/Barbuda—LILHCo	September 1996	September 2016
Barbados—LILHCo	June 2005	June 2023
Bermuda—LILHCo			Automatic annual renewal
St. Kitts/Nevis—LILHCo	October 2013	October 2016	Three years
St. Maarten—LILHCo	September 2007	September 2017	One ten-year	The extension option for this contract may be exercised on mutual agreement of the parties.
U.S. Virgin Islands—LILHCo	December 2001	December 2016	One five-year

*Reflects the date upon which the contract became effective.

**Reflects extensions available to the lottery authority under the same terms as the current contract.  Lottery authorities occasionally negotiate extensions on different terms and conditions.

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MACHINE GAMING

IGT PLC designs, develops, manufactures and provides cabinets, games, systems and software for customers in legal gaming markets throughout the world under fixed fee, participation and product sales contracts. IGT PLC holds more than 400 global gaming licenses, including from the Nevada Gaming Commission.

IGT PLC offers a diverse range of machine cabinets which land-based customers can choose from to maximize functionality, flexibility, and player comfort. In addition to cabinets, IGT PLC develops a wide range of Casino games taking into account local jurisdictional requirements, market dynamics and player preferences.  IGT PLC casino games typically fall into two categories:

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

·Premium games includes:

·Wide Area Progressives which are games that are linked across several casinos and/or jurisdictions and share a large common jackpot.  An example of a WAP offered by IGT PLC is Megabucks.

·Multi-Level Progressives are games which are linked to a number of other games within the casino itself and offer players the opportunity to win different levels of jackpots.  An example of a Multi-level progressive game offered by IGT PLC is Party Time.

Premium games are typically not sold to customers but instead provided on a leased basis through revenue sharing or daily fee arrangements.

IGT PLC also produces other types of games including:

·Centrally Determined games which are games connected to a central server that determines the game outcome.

·Class 2 games which are electronic video bingo machines which can be typically found in North American Tribal Casinos and certain other jurisdictions like South Africa.

IGT PLC supports the widely used SAS protocol but also uses G2S open industry standards for server-based gaming machines.

Gaming service revenue is primarily generated through the leasing to customers of premium games and cabinets. These pricing arrangements are largely variable where the casino customer pays service fees to IGT PLC based on a percentage of amounts wagered (aka coin-in or play), net win, or a daily fee.

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.

IGT PLC’s three largest gaming customers represent 3% of overall revenue.

Video Lottery Machines

IGT PLC provides video lottery terminals (“VLT”), VLT central systems and VLT games to government customers worldwide, and provides VLT and games to operators worldwide. IGT PLC also provides a dedicated client service team to each of its VLT and VLT systems customers. IGT PLC also provides video and traditional mechanical reel slot machines and casino systems to casino operators in Europe, Asia and the Americas and to Native American casinos in the United States. In addition, IGT PLC provides amusement with prize (“AWP”) machines and games to licensed operators in Europe.

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Game Content

IGT PLC 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.  The game library is continuously expanded with new content, popular brands, and appealing bonuses to address player preferences and other market trends. A wide array of casino-style games is offered, in a variety of multi-line, multi-coin and multi-currency configurations. Examples of successful IGT PLC game content include: Kitty Glitter®, Wheel of Fortune®, and SPHINX 3D™.

Land-Based

Premium (MegaJackpots®)

Multi-Level Progressive

Wide-Area Progressive

Powerbucks Interstate Progressive

Other Premium Stand-Alone games

Core

Video Reel

Spinning or Mechanical Reel

Video Poker

Multi-Game

Central Determination System

Bingo (Class II)

VLT

Multi-Player

Electronic Table

Gaming Systems

IGT PLC 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, player management, and server-based gaming. IGT’s main Casino Management System (CMS) offering is the Advantage System.

The Advantage system offers solutions and modules for:

·	Machine Accounting	·	Bonusing (jackpots and promotions)
·	Patron Management	·	Table Game Automation
·	Cage Accounting	·	Payment Processing
·	Table Accounting	·	Reporting
·	Ticket-in/Ticket-out	·	Regulatory Compliance

Player management solutions 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.

IGT’s primary competitors in Machine Gaming are Scientific Games, Aristocrat Leisure Limited and Konami.

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SPORTS BETTING

IGT PLC provides betting technology to lotteries and commercial operators in regulated markets, primarily in Italy and other countries in Europe. World Lottery Association customers of IGT PLC include: OPAP; Lottery National Belgium (LNB); Marca, the Spanish national daily sports newspaper owned by Unidad Editorial in Spain; and Szerencsejáték Zrt (National Lottery in Hungary).

IGT PLC also offers a sports betting platform comprised of a core engine and associated support modules which serves leading lotteries and commercial operators around the world. IGT PLC offers trading services, fully managed partnerships, or “software only” technical solutions to create a complete one-stop solution or to integrate new functionality to existing operations. IGT PLC also provides secure retail betting solutions, point-of-sale display systems, call center facilities, Internet betting technology, and fixed odds or pool betting options.

Through sports betting point-of-sale locations, IGT PLC offers directly to customers betting on sports events (including basketball, soccer, cycling, downhill skiing, cross country skiing, tennis, sailing and volleyball), motor sports (car and motorcycle racing), and non-sports events connected with the world of entertainment, music, culture, and current affairs of primary national and international importance.

IGT PLC operates an expansive land-based betting network in Italy through its “Better” and “Totosi” brands on either a pari-mutuel or fixed odds basis. For pari-mutuel betting the total pool of wagers placed, minus a specified percentage, is divided among the winning players according to a formula. In Italy, this formula is set by the Italian regulatory body “Agenzia delle dogane e dei Monopoli” or “ADM”. A winner will be paid an amount equal to his or her share of the prize pool. For fixed odds the payout amount is agreed upon in advance between the player and the bookmaker. In the case of a win, the bookmaker pays an amount equal to the bet multiplied by the odds fixed at the moment of the bet. The maximum prize for a ticket cannot exceed €10,000.

IGT’s primary competitors in Sports Betting are Bet365, SNAI, Eurobet, and Sisal.

INTERACTIVE & SOCIAL GAMING

Interactive gaming (or iGaming) enables game play via the Internet for real money or for fun (social).  IGT designs, manufactures, and distributes a full suite of award winning customizable products, systems, and services for Internet gaming, including: Internet poker, table games, slots, bingo, iLottery and Gaming Management Systems (“GMSs”). IGT PLC holds more than 24 interactive gaming licenses worldwide. IGT PLC also acts as a mobile casino operator through its subsidiary, Probability plc. IGT PLC’s diverse interactive customer base in iGaming includes Lottomatica (Italy), Veikkaus (Finland), LNB (Belgium), OLG (Canada), William Hill (UK), the Illinois Lottery, the Kentucky Lottery, and the Georgia Lottery.

Products

DoubleDown Casino.  IGT’s DoubleDown online casino-style social gaming operation provides a unique opportunity for casino entertainment to reach a broader audience, while complementing IGT’s other existing offerings and the core casino audience. Our North America based online social gaming casino generates revenues from the sale of virtual casino chips to players for use within the DoubleDown Casino for additional play or game enhancements. Unlike many other online casino-style social games where each game is a unique application, DoubleDown operates as a single casino application with multiple games where all games are available to the player within a single application. DoubleDown Casino is available online through Facebook and www.DoubleDownCasino.com on a variety of personal computer and mobile devices.

Poker. IGT PLC’s poker product is 100% compatible with all leading platforms and devices. Offering a player-friendly interface and sophisticated graphics, IGT PLC’s poker product is scalable and flexible, and

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tailored to the specific needs of customers and their player base. The platform is modern and able to address the changing dynamics of online poker.

Online Casino. IGT PLC’s online casino products include a wide selection of table and slot games with single, multiplayer and tournament play. IGT PLC casino content includes branded titles and select third party content. Available in download, instant, or mobile formats and as play-for-fun or real money solutions, casino games are available anytime, anywhere, and on any device

Bingo. IGT PLC’s bingo solution includes a social and interactive Bingo Live offering, available in four countries and in four languages, with the content adjusted to suit specific regions. IGT PLC Bingo is flexible and scalable to meet regulatory requirements and all levels of certification and testing, and is offered as play-for-fun (social) or a real-money solution across multiple channels and currencies.

iLottery. IGT PLC’s complete suite of iLottery solutions, services, and professional expertise allows lotteries to fully engage their players on any interactive channel in regulated markets. Existing lottery game portfolios are extended to the interactive channel to provide a spectrum of engaging content such as eInstant. IGT PLC offers a vast library of mobile content available on any device.

Platform. IGT PLC’s iGaming systems cover every channel (retail, mobile and web) and vertical from a 360-degree view of the player, web design and an engine to accelerate more game content to customers’ websites. IGT PLC’s Interactive Platforms offering includes Player Account Management, the master of player profiles and player accounts, which pulls all player, reward, and financial activity together in one place and provides a one-stop integrated CRM system that allows for advanced marketing and analytical capabilities. Include a highly reliable and secure payment system that allows for a wide range of different payment methods across continents and a dynamic web application framework providing cross-cutting functionalities such as authentication and authorization.

IGT Interactive also includes IGT Connect, which is the integration layer of the IGT PLC Player Account Management system and includes game integration and network layers. IGT Connect integrates with third party player account management systems, third party game engines, and regulatory systems.

Remote Games Server. IGT PLC also offers a Remote Games Server, which is a fast gateway to extensive content. For customers operating their own or third party systems, IGT PLC is able to provide a simple plug-and-play approach to all of IGT PLC’s and IGT PLC’s premium suppliers’ content.

Services

IGT PLC offers a complete range of services to support interactive customers. IGT PLC services are aimed at helping lower the cost of player acquisition and increasing lifetime player value. IGT PLC’s player service centers are located worldwide to serve players 24 hours a day, 365 days a year. IGT PLC Marketing Intelligence Services manages the player lifecycle to maximize player yield while ensuring the player is entertained and plays responsibly.

Additionally, IGT PLC provides player services, including marketing, portal, player acquisition, Customer Relationship Management (CRM), VIP, player support, payment solutions, fraud and collusion protection, responsible gaming, game management, migration, and trading services.

Competition

The interactive gaming B2B competitive landscape has evolved to mirror industry-wide trends of product and channel (online and mobile) convergence and vertical integration. IGT PLC faces competition from operators, such as 888 Holdings and bwin.party, which have developed broad, crosschannel product offerings and solutions for internal use and as a supplier to third parties. IGT PLC also competes with broad-based traditional B2B providers, such as Playtech plc and Microgaming Software Systems, which have developed extensive interactive casino content and broad cross-channel product offerings. IGT PLC also faces competition from traditional machine gaming suppliers, such as Scientific Games Corporation and Amaya Gaming. In social gaming, our main competitors include Caesars and Zynga.

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COMMERCIAL SERVICES

IGT PLC 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, IGT PLC offers high-volume transaction processing of commercial transactions including: prepaid cellular telephone recharges, prepaid mobile data, collection and payment services for the payment of utility bills, money transfer services, ticketing for sporting and musical events, credit card transactions, social security contributions and payments, and prepaid cards.

In addition, IGT PLC provides collection services and processing and network services on behalf of third parties, and issues electronic money through immediate conversion of funds received, as well as other related activities. These services are primarily offered outside of North America.

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Business Segments

Revenues for IGT PLC by segment are as follows:

	Year Ended December 31,
($ thousands)	2015		2014	2013
North America Gaming and Interactive	1,101,807		132,501	192,142
Service Revenue	780,189		45,575	37,425
Product Sales	321,618		86,926	154,717
North America Lottery	1,045,670		940,097	882,542
Service Revenue	992,684		865,023	826,936
Product Sales	52,986		75,074	55,606
International	853,074		630,629	636,197
Service Revenue	512,004		473,653	481,176
Product Sales	341,070		156,976	155,021
Italy	1,704,046		2,108,362	2,118,031
Service Revenue	1,702,174		2,104,996	2,114,257
Product Sales	1,872		3,366	3,774
Purchase Accounting (1)	(15,541	)	722	722
Total Revenues	4,689,056		3,812,311	3,829,634

(1) Purchase accounting represents the amortization of certain intangible assets in connection with acquired companies.

North America Gaming and Interactive

The North America Gaming and Interactive (NAGI) segment develops and delivers leading games, systems and solutions for land-based casinos, Interactive for-wager online play, and the DoubleDown Casino free-to-play social casino app.  The segment is responsible for R&D for commercial gaming products that are distributed to casinos throughout the world.  NAGI is headquartered in Las Vegas, Nevada, and has sales offices throughout North America.  NAGI provides a full suite of casino-related products and solutions to its commercial, government and tribal customers in the U.S. and Canada.

For land-based casino customers, NAGI provides Company leadership in the development and distribution of Global Premium Product, including licensed content such as Wheel of Fortune® slots.  In addition the Global Core Product organization within NAGI develops slot themes and video poker themes such as Game King®.

The NAGI segment includes revenue from the sale or lease of commercial gaming machines and software to casinos and government entities in the U.S. and Canada.  NAGI also develops, sells and licenses Casino Management Systems. These systems help casino customers to increase operational efficiencies and enhance player engagement by delivering personalized player amenities and promotional offers.  Additionally, service revenue is generated for commercial gaming from the maintenance of machines and systems.  NAGI also generates revenue from its DoubleDown Casino social casino app, where customers purchase virtual currency for use in non-wagering interactive games (“play for fun”) played over the Internet including desktop and mobile devices.

IGT’s advanced cross-platform content delivery system, IGT Casino rgs (remote game server), enables iGaming operators of for-wager online Interactive properties to access the Company’s vast content library to provide players with their favorite casino content on desktop and mobile devices.  The Company’s content powers the leading selection of iGaming sites for regulated Betting markets around the world.

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IGT’s Global Operations organization, including Global Manufacturing Operations, is based in Reno, Nevada, and is the primary manufacturer of all NAGI products in addition to a number of other products for other IGT business segments such as Lottery.

North America Lottery

The North America Lottery segment develops and delivers innovative and future-focused Lottery solutions, further enhancing the global leadership of IGT PLC in the Lottery segment. This business segment is headquartered in Providence, Rhode Island and provides North America World Lottery Association (WLA) customers with a single point of contact, leveraging IGT PLC’s full lottery product suite. IGT PLC supports 40 of the 45 U.S. lotteries. North America Lottery performs R&D for all Lottery-related products globally.

North America Lottery includes revenue related to the sale or lease of lottery central system hardware and software, and the sale or lease of lottery and gaming terminals to government entities. The majority of the revenue we earn in the North America Lottery segment is derived from facilities management contracts. IGT PLC also has lottery management agreements in three U.S. jurisdictions—Illinois, Indiana, and New Jersey.

The North America Lottery segment also includes revenue generated from the sale of physical instant tickets to government entities. 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 also 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.

In the United States, lottery revenues are frequently designated for particular purposes, such as education, economic development, conservation, transportation and aid to the elderly. Many states have become increasingly dependent on their lotteries as revenues from lottery ticket sales are often a significant source of funding for these programs.

International

The International segment is a global leader in delivering innovative end-to-end solutions across all channels and regulated gaming segments. This segment is responsible for the strategic development and operation management for all markets in Europe, the Middle East, Central and Latin America (including Mexico), the Caribbean, Asia Pacific, and Oceania, across IGT PLC’s entire product portfolio. Our global strategy capitalizes on our North America experience, while customizing products for foreign languages, unique local preferences, and regulatory requirements.

International includes revenue from the sale or lease of commercial gaming machines and software to casinos and government entities, and from the sale or hosting or real-money interactive wagering games played over the internet. This segment also includes revenue from the sale or lease of lottery central system hardware and software, and the sale or lease of lottery terminals to government entities. Additionally, international includes revenue from the sale of physical instant tickets to government entities, and professional services in the form of lottery facility management and lottery operation fees. Legalized online real-money gaming in certain regulated international markets also continues to make a contribution. IGT PLC offers a variety of interactive gaming products within the International segment, including poker, casino, bingo and mobile systems.

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Italy

The majority of the revenue we earn in the Italy segment is derived from Lottery and Machine Gaming concessions. The Italy segment operates and provides a full range of business-to-consumer (“B2C”) gaming products including all five product lines of IGT PLC:

·Lottery — operation of instant and traditional lotteries;

·Machine Gaming — operates in the machine gaming concession in Italy;

·Sports Betting — Sports events and non-sports events connected with current affairs are the subjects of legal betting in Italy;

·Commercial Services — offers high-volume transaction processing of commercial transactions, collection and payment services, money transfer services, fidelity card services, and stamp duty services; and

·Interactive Gaming — provides all of the games currently authorized in the Italian market, including skill games and other board and soft games.

Lottery

Since 1993, IGT PLC has been the sole concessionaire for the Italian Lotto game. IGT PLC has gained substantial experience in managing all of the activities along the lottery value chain, such as collecting wagers through its network, paying out prizes, managing all accounting and other back-office functions, running advertising and promotion, 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, IGT PLC also has been the sole concessionaire for instant ticket lotteries, which are games involving pre-printed paper tickets (called Gratta & Vinci).

Machine Gaming

In IGT PLC’s machine gaming concessions in Italy, IGT PLC directly manages stand-alone amusement with prize (AWP) machines, in addition to video lottery terminals (VLTs) that are installed in various retail outlets linked to a central system. IGT PLC collects the wagers, deducts the applicable gaming taxes, and pays out prizes to winners and fees to retailers. The service revenue earned is generally based on a percentage of wagers, net of applicable gaming taxes. We also provide systems and machines to other machine gaming concessionaires, either as a product sale or with long term fee-based contracts.

Sports Betting

IGT PLC, as concessionaire, offers a sports betting platform comprised of a core engine and associated support modules which serves leading lotteries and commercial operators around the world. IGT PLC also provides secure retail betting solutions, point-of-sale display systems, call center facilities, Internet betting technology, and fixed odds or pool betting options.

Interactive

IGT PLC provides all of the Internet games currently authorized in the Italian market, including skill games such as poker and other board and skill games; bingo; casino games such as roulette and blackjack and reel games; live dealer roulette, blackjack, baccarat, and poker; horse and sports betting (fixed odds); pool games, such as a local game based on soccer events (pari-mutuel); virtual betting on events such as car, motorcycle, horse, and dog races and tennis or soccer matches; lottery including Lotto and “10 and Lotto” and Superenalotto with “Win for Life,” “Eurojackpot”; and instant lottery (iGratta eVinci on Line).

Commercial Services

IGT PLC provides collection and processing services in Italy which include bill payments, electronic tax payments, utility payments, prepaid cellular telephone recharges, prepaid cards and retail-based programs. IGT PLC’s commercial services network comprises about 70,000 points of sale divided among tobacconists, bars, petrol stations, newspaper stands and motorway restaurants.

Seasonality

In general, IGT PLC’s business is not materially affected by seasonal variation. However, in the sports

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betting business, the volume of bets that IGT PLC collects over the year can be affected by the schedules of sporting events and the particular season of such sports. The volume of bets IGT PLC collects can 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. Gaming operations revenues are affected by variations in the number and type of machines in service, levels and frequency of player wagers, and pricing arrangement terms. Seasonal trends generally show higher play levels in the spring and summer months and lower in the fall and winter months.

Source of Materials

We use a variety of raw materials to manufacture our gaming devices (e.g. metals, wood, plastics, glass, electronic components, and LCD screens). We mainly use paper for office work and for the production of tickets in our two printing facilities, where there is also a significant consumption of toner and ink. A significant part of the materials used involve packaging, which is mainly based on cardboard and paper.

Management believes that adequate supplies and alternate sources of IGT PLC’s principal raw materials are available, and does not believe that the prices of these raw materials are especially volatile. IGT PLC has global material suppliers and utilizes multi-sourcing practices to promote component availability, and is not substantially dependent on any single supplier.

Product Development

We devote substantial resources on research and development and incurred $277.4 million, $108.2 million and $104.8 million of related expenses in 2015, 2014 and 2013, respectively.

Our R&D efforts covering multiple engineering disciplines, including hardware, electrical, systems and software for lottery, land-based, online social, and online real-money applications. IGT PLC specializes in progressive creative game development including design, math, graphics and audio. The gaming 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.

IGT PLC’s main manufacturing and production facility is located in Reno, Nevada, with approximately 594,000 square feet dedicated to product development, warehousing, shipping, and receiving. Other facilities located in California (San Francisco), Washington (Seattle), and China (Beijing) provide local community presence, customized products, and regional production where beneficial or required. Manufacturing operations primarily involve the configuration and assembly of electronic components, cables, harnesses, video monitors, and prefabricated parts purchased from outside sources.

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Intellectual Property

IGT PLC’s Intellectual Property (IP) portfolio of patents, trademarks, copyrights, and other licensed rights in commercial gaming are significant. As of December 31, 2015, IGT PLC held approximately 5,400 patents or patent applications and approximately 4,400 trademarks filed and registered worldwide. The brand licensing arrangements have various expiration dates through 2024 and commonly contain options to extend.

We seek to protect our investment in research and development and the new and original features of our products by perfecting and maintaining our IP rights. We obtain patent protection covering many of our products and have a significant number of U.S. and foreign patent applications pending. Our portfolio is widely diversified with patents related to a variety of gaming products, including game designs, bonus and secondary imbedded game features, device components, and online or mobile functionality.

Most of IGT PLC’s products are marketed under trademarks and copyrights that provide product recognition and promote widespread acceptance. IGT PLC seeks protection for our copyrights and trademarks in the U.S. and various foreign countries, where applicable, and uses IP assets offensively and defensively to protect our innovation and license it to others under terms designed to promote standardization in the gaming industry.

Software Development

IGT PLC has developed certain software for use in the management of a range of lottery, betting, and gaming functions and products, including leveraging integration with other software components. The intellectual property of the software is managed according to concession requirements. Software developed by IGT PLC is used: (1) in the central system for the centralized management of (a) functions connected to the services provided by IGT PLC through the points of sale of Lotto, of the lotteries, machine gaming and betting, and to other commercial services not connected to games, such as telephonic top up services or utilities payment services, (b) functions connected to the services provided through websites for online gaming and (c) back office functions for the centralized management of data relating to the points of sale and machine gaming, for the connection of the central system with terminals located at the points of sale, for IGT PLC’s online payments, for trouble ticketing of the terminals, for management of the points of sale, for updating of the terminals through the network, for updating of content for machine gaming, for management of the network and data exchange and for management of the data archive of IGT PLC; and (2) in the terminals for the management of Lotto, of the lotteries, machine gaming, betting and online payments, for the provision of gaming and non-gaming content, as well as in the integration with other devices such as mobile phones. Historically, IGT PLC generally has sought to obtain patents on its products, but also relied heavily on trade secret protection, believing that its technical “know-how” and the creative skills of its personnel would be of substantial importance to its success. As IGT PLC continues to advance the development of new technological solutions and expand its presence in other market segments, it continues to pursue comprehensive intellectual property protection, including patents where appropriate, for these solutions. IGT PLC is currently pursuing protection of some of its newest advances in technology and gaming. IGT PLC has obtained patent protection in certain of its key business methods in the areas of infrastructure systems, terminal improvements and creative game design. Many of IGT PLC’s products bear recognizable brand names that it either owns or has the right to use pursuant to license agreements. IGT PLC owns trademark registrations in the United States and in foreign countries and uses other marks that have not been registered. IGT PLC also licenses certain trademarks from third parties such as Wheel of Fortune™, Jeopardy!™, Life is Good™, Circuit of the Americas™, Ghostbusters™, Gas Monkey Garage™, The Three Stooges™, Plants v. Zombies™, Bejeweled™, Zuma™ Caesars™, Harrah’s™, Rio™, Paris™ Las Vegas, and Horseshoe™.

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Regulatory Framework

IGT PLC currently does business in approximately 100 countries worldwide. In most countries, the gaming market is heavily regulated. Each country governs the gaming sector, from a regulatory and administrative point of view, with its own solutions. Lotteries and other gaming activities are typically regulated by a specialized governing body. The organizational model varies from country to country, although, more frequently, the operation of games is conducted by one or more dedicated public or private entities. In certain countries, the operation of games is conducted by several operators. In the United States, there is a lottery authority or a commission for gaming activities in each state. On a worldwide basis, the supply of gaming products is varied and can be broken down by game lines, such as gaming (casino, VLT and other games), lotteries (online, instant and traditional lotteries) and betting. The development of these game lines among different countries is highly diversified. This is attributable, in particular, to macroeconomic factors, but also to player preferences and local legislation.

Our operating entities and key personnel have obtained or applied for all required government licenses, permits, registrations, findings of suitability, and approvals necessary to manufacture and distribute gaming products in all jurisdictions where we do business. Although many regulations at each level are similar or overlapping, we must satisfy all conditions individually for each jurisdiction.  State lottery authorities generally conduct intensive investigations of vendors and their employees prior to and after awarding a vendor a contract with the lottery. State lottery authorities may require the removal of any of the vendor’s employees deemed to be unsuitable and are generally empowered to disqualify a vendor from receiving a lottery contract or operating a lottery system as a result of any such investigation. Some states also require extensive personal and financial disclosure and background checks from persons and entities beneficially owning a specified percentage (typically 5% or more) of a company.

Gaming laws and regulations serve to protect the public and ensure that gaming related activity is conducted honestly, competitively, and free of corruption. Regulatory oversight additionally ensures that the local authorities receive the appropriate amount of gaming tax revenues. As such, our financial systems and reporting functions must demonstrate high levels of detail and integrity.

Certain regulators not only govern the activities within their jurisdiction, but also monitor our activities in other jurisdictions to ensure that we comply with local standards on a worldwide basis. As a Nevada licensee, state regulatory authorities require us to maintain Nevada standards for all operations worldwide. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

The nature of the industry and our worldwide operations make this process very time-consuming and require extensive resources. We employ additional community staff members and legal resources familiar with local customs in certain jurisdictions to assist in keeping us compliant with applicable regulations worldwide. Through this process, we seek to assure both regulators and investors that all our operations maintain the highest levels of integrity and avoid any appearance of impropriety. We have never been denied a gaming related license, nor have our licenses ever been suspended or revoked.

US Gaming Regulation

The gaming industry is subject to extensive governmental regulation by U.S. federal, state and local governments, as well as tribal officials or organizations and foreign governments. Lotteries are regulated by state law in the United States, which typically prohibits gaming except as authorized and regulated by the particular state. There are currently 45 jurisdictions that authorize the operation of online lotteries in the United States. The ongoing operations of lotteries and lottery operators are typically subject to extensive and evolving regulation, which vary state-by-state.  While the regulatory requirements vary by jurisdiction, most require:

·Licenses and/or permits

·findings of suitability for the company, as well as individual officers, directors, major shareholders, and key employees

·documentation of qualifications, including evidence of financial stability

·specific approvals for gaming equipment manufacturers and distributors

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Italian Gaming and Betting Regulations

IGT PLC operates in Italy in the gaming and betting sectors. The Italian gaming and betting regulatory authority is ADM.

As of December 31, 2015, IGT PLC held concessions for (1) the activation and operation of the network for the Lotto game, (2) the operation of instant and traditional lotteries, (3) the activation and operation of the network for the telematic operation of legalized AWP machine (new slot), and (4) the collection of pari-mutuel and fixed odds betting through physical points of sale and interactive channels.

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 the power to introduce games and to manage gaming and betting activities directly or by granting concessions to third parties. The process of creating and granting gaming and betting concessions in Italy is heavily regulated.

Gaming and betting concessions are granted pursuant to a public tender procurement process. The concession provides for all of the concessionaire’s activities and duties, including collection of the game’s revenues, the payment of winnings, the payment of the point of sale, the drawings and the management of all of the technological assets to operate gaming. However, pursuant to Article 24, paragraph 11-26 of Law no. 88/2009, the exercise and remote collection of bets and games is not based on a tender process but rather the authorization of applicants meeting certain qualifications. Concessions are for a determined time period and are not renewable unless indicated in the concession agreement; in such event, the renewal is not on the same terms. In certain cases, the concession may be extended at the option of the governmental authority. Under certain circumstances, which are typically defined in the concession agreement, the concession may be revoked or terminated. Most cases of early termination are related to the breach of the terms of the concession agreement or the non-fulfillment of conditions of that agreement. In some cases, the early termination of the concession allows the State to draw upon the entire amount of the performance bond presented by the concessionaire. Upon governmental request, the concessionaire has an obligation to transfer, free of charge, the assets subject of the concession to the State at the end of the term of the concession or in the event of its revocation or early termination. Each single concession contains specific provisions enacting such general obligation.

The ongoing operations of Italian gaming and betting operators are typically subject to extensive and evolving regulation. In general, the regulatory requirements include:

·licenses and/or permits;

·findings of suitability for the company, as well as individual officers, directors, major stockholders and key employees;

·documentation of qualification, including evidence of financial stability;

·the provision of financial guarantees (bid bond and performance bond);

·information on shareholders owning more than 2% with regard to bidding processes;

·specific approvals for gaming equipment manufacturers and distributors;

·good standing of directors, manager and shareholders owning more than 2% of the concessionaire;

·certain economic and financial requirements;

·taxation and financial requirements;

·taxation on the wagers coming from illegal gaming;

·permission of the State in case of change of control of the concessionaires;

·registration of all operators in the gaming machine industry; and

·anti-money laundering compliance.

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EU Proposed Gaming Regulation

The European Union is considering setting out a harmonizing regulation on online gambling. The European Commission is unveiling a recommendation, with a series of initiatives aimed at clarifying the regulation of online gambling and encouraging cooperation between Member States. While Member States are, in principle, free to set the objectives of their policies on online gambling, the purpose of the European Commission is to develop a well-regulated, safer online gambling sector in the European Union. The European Commission will adopt three recommendations addressed to the Member States, namely on (1) common protection of consumers; (2) responsible gambling advertising; and (3) the prevention of betting-related match-fixing.

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C.Organizational Structure

A listing of IGT PLC’s directly and indirectly owned subsidiaries as of April 21, 2016 is set forth in Exhibit 8.1 to this annual report on Form 20-F.

On April 7, 2015, GTECH merged with and into the Company, and IGT merged with and into Sub, with IGT surviving the Subsidiary Merger, all pursuant to the conditions set forth in the Merger Agreement. As a result, the Company is the successor of GTECH and the parent of IGT. For detailed information, see “—A. History and Development of the Company”.

The following is a diagram of the Company and certain of its subsidiaries and associated companies, including all U.S. regulated entities, following the completion of the Mergers and certain reorganization transactions which are described under “—A. History and Development of the Company—Other Transactions”:

* Accumulated shareholdings of De Agostini S.p.A., which holds 46.43%, and DeA Partecipazioni S.p.A., which holds 5.01% of the IGT PLC ordinary shares.

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D.Property, Plant and Equipment

IGT PLC’s principal office is located at Marble Arch House, 66 Seymour Street, 2nd Floor, London W1H 5BT, United Kingdom, telephone number +44 (0) 207 535 3200. As of December 31, 2015, IGT PLC and subsidiaries leased approximately 141 properties in the United States and 136 properties outside of the United States, and owned a number of facilities and properties, including:

·an approximately 140,000 square foot manufacturing and central storage facility in Coventry, Rhode Island;

·an approximately 13,000 square foot enterprise data center in West Greenwich, Rhode Island;

·an approximately 113,000 square foot manufacturing, research and development and office building in Moncton, New Brunswick, Canada;

·an approximately 51,000 square foot manufacturing and office facility in Gross St. Florian, Austria;

·an approximately 1.2 million square foot office/warehouse/game studio/engineering/global manufacturing/global data center in Reno, Nevada.

·an approximately 52,500 square foot research and development lab and engineering office in Reno, Nevada

The following table shows IGT PLC’s material owned and leased properties as of December 31, 2015:

U.S. Properties

Location	Square Feet	Use and Productive Capacity	Extent of Utilization		Holding Status	Products Produced
9295 Prototype Dr., Reno, NV	1,180,418	Office, Warehouse, Game Studios, Hardware/Software Engineering; Global Manufacturing Center	100	%	Owned	EGM’s
6355 S. Buffalo Dr., Las Vegas, NV	222,268	Office, Game Studio, Systems Software, Showroom	100	%	Leased	N/A
55 Technology Way, West Greenwich, RI	170,000	WG Technology Center: Office; research and testing; storage and distribution	100	%	Leased	N/A
1372 Main Street, Coventry, RI	140,000	Storage	100	%	Owned	N/A
10 Memorial Blvd., Providence, RI	124,769	IGT PLC US Headquarters: Office	100	%	Leased	N/A
4000 South Frontage Road, Suite 101 Lakeland, FL	98,280	IGT PLC Printing Plant: Printing facility; storage and distribution; office	100	%	Leased	Printed tickets

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Location	Square Feet	Use and Productive Capacity	Extent of Utilization		Holding Status	Products Produced
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	N/A
1000 Sandhill Rd., Reno, NV	52,500	Office, Warehouse, Global Test & Interoperability Center	60	%	Owned	N/A
605 Fifth Avenue South, Suite 300 Seattle, WA	49,375	DoubleDown Interactive Offices and Game Studio	95	%	Leased	N/A
5300 Riata Park Court, Bldg. E, Suite 100, Austin, TX	42,537	Austin Tech Campus: Research and test; office	90	%	Leased	N/A
403 Westcoat Road, Egg Harbor Township, NJ	30,698	Service Office, Warehouse, Game Studio, MJP Monitoring	75	%	Leased	N/A
405 Howard Street, Floor 6, San Francisco, CA	28,921	Office, Interactive	100	%	Leased	N/A
8200 Cameron Road, Suite E120, Austin, TX	24,320	Data Center of the Americas: Data center; network operations; office	80	%	Leased	N/A
47 Technology Way, West Greenwich, RI	13,050	Enterprise Data Center: Data center; network operations	75	%	Owned	N/A
75 Baker Street, Providence, RI	10,640	RI National Response Center: Office; contact center	100	%	Leased	N/A

Non-U.S. Properties

Location	Square Feet	Use and Productive Capacity	Extent of Utilization		Holding Status	Products Produced
Viale del Campo Boario 56/D 00154 Roma, Italy	123,740	IGT PLC Headquarters in Italy: Office Italy Data Center: Data center; network operations	100	%	Leased	N/A
328 Urquhart Ave, Moncton, New Brunswick, Canada	113,000	Canada HQ: Manufacturing; office; research and test	100	%	Owned	VLTs
Viale del Campo Boario 19 00154 Roma, Italy	96,840	Office for administration, software development	95	%	Leased	N/A

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Location	Square Feet	Use and Productive Capacity	Extent of Utilization		Holding Status	Products Produced
Seering 13-14, Unterpremstatten, Austria	73,776	Austria Gaming HQ: Office; research and test	90	%	Leased	N/A
Building 2, Reserve Industrial Estate, 6 Hope Street, Ermington, Australia	62,277	Office, Warehouse, Game Studio, Systems Software, Sales, AUS Final Assembly	100	%	Leased	N/A
29, Suzhoujie Street, Viva Plaza, Haidian District, Room No. 1-20, 11th and 18th Floors, Beijing 100080, China	56,898	Game Studio, Systems Software, Office	85	%	Leased	N/A
Al. Jerozolimskie, 92 Brama Building, Warsaw, Poland	51,072	International Tech Hub: Office; research and test	95	%	Leased	N/A
Lasnitzstrasse 19, Gross St. Florian, Austria	50,808	Austria Manufacturing: Manufacturing; storage and distribution	75	%	Owned	VLTs
48 Indianapolis Street, Kyalami Business Park, Midrand, South Africa	44,001	Office, Warehouse, Systems Software, Sales, SA Final Assembly	90	%	Leased	EGMs
Bijlmermeerstraat 30, Hoofddorp, 2131, Netherlands	35,306	Office, EMEA Final Assembly, Warehouse	90	%	Leased	EGMs
Emilio Frers 2154, Martinez, Buenos Aires, Argentina	35,090	Office, LAC Final Assembly, Warehouse	90	%	Leased	EGMs
USCE Tower Bulevar Mihajla Pupina No. 6 Belgrade, Serbia	28,471	Software development office, Lottery and Gaming products	95	%	Leased	N/A
11 Talavera Rd. Building  B, Sydney, Australia	27,432	Office, sales & Marketing, Financial support	100	%	Leased	N/A
Marble Arch House, 66 Seymour Street, 2nd Floor, London W1H 5BT, United Kingdom	11,495	IGT PLC Registered global headquarters	60	%	Leased	N/A

IGT PLC’s facilities are in good condition and are adequate for its present needs and there are no known environmental issues that may affect IGT PLC’s utilization of its real property assets.

IGT PLC 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 IGT PLC’s properties is subject to mortgages or other security interests granted to secure indebtedness to certain financial institutions.

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Item 4A.Unresolved Staff Comments

None.

Item 5.Operating and Financial Review and Prospects

The following discussion and analysis of our 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 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.”

In the following discussion, unless otherwise specified or the context otherwise indicates, all references to “IGT PLC,” “we,” “us,” “our,” and the “Company” refer to the business and operations of International Game Technology PLC and consolidated subsidiaries.

A.Operating Results

Overview

We are a leading commercial operator and provider of technology in the regulated worldwide gaming markets. We operate and provide a full range of services and leading-edge technology products across all gaming markets, including lotteries, machine gaming, sports betting and interactive gaming. We also provide high-volume processing of commercial transactions. Our state-of-the-art information technology platforms and software enable distribution through land-based systems, Internet and mobile devices. We provide business-to-consumer (B2C) and business-to-business (B2B) products and services to customers in over 100 countries worldwide on six continents and had 12,543 employees at December 31, 2015.

The structure of our internal organization is customer-facing aligned around four business units operating in three regions as follows:

·North America Gaming and Interactive

·North America Lottery

·International

·Italy

Each of these segments operate and provide a full range of gaming services including lottery management services, online and instant lotteries, sports betting, machine gaming and interactive gaming.

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Key Factors Affecting Operations and Financial Condition

The following are a description of the principal factors which have affected our results of operations and financial condition for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 and/or which may affect results of operations and financial condition for future periods.

The IGT Acquisition and Related Financing Transactions: On April 7, 2015, we acquired International Game Technology (“IGT”), a global leader in casino and social gaming entertainment, headquartered in Las Vegas, Nevada. We recorded $49.4 million and $44.0 million of professional fees and expenses related to the acquisition of IGT in 2015 and 2014, respectively, which are recorded in Transaction expense, net in our consolidated income statements.

Effects of Foreign Exchange Rates: We are affected by fluctuations in foreign exchange rates (i) through translation of foreign currency financial statements into U.S.$ for consolidation, which we refer to as the translation impact, and to a lesser extent (ii) through transactions by subsidiaries in currencies other than their own functional currencies, which we refer to as the transaction impact. Translation impacts arise in the preparation of the consolidated financial statements; in particular, we prepare our consolidated financial statements in U.S. $ while the financial statements of each of our subsidiaries are prepared in the functional currency of that subsidiary. In preparing consolidated financial statements, we translate assets and liabilities measured in the functional currency of the subsidiaries into U.S.$ using the exchange rate prevailing at the balance sheet date, while we translate income and expenses using the average exchange rates for the period covered. Accordingly, fluctuations in the exchange rate of the functional currencies of our subsidiaries against the U.S. dollar impacts our results of operations. We are particularly exposed to movements in the euro/US dollar exchange rate. For example, our service revenues in the Italy segment decreased by $402.8 million, or 19.1% in 2015 compared to 2014, however, on a constant currency basis (as described below under “Constant currency information”), our revenues in the Italy segment would have decreased by $71.8 million, or 3.4%. Although the fluctuations in foreign exchange rates has had a material impact on our revenues, the impact on our operating income and our cash flows is less significant in that revenues are mostly matched by costs denominated in the same currency.

Regulation: We operate on an international basis in regulated gaming markets, where the regulatory markets are subject to continuous evolution. Our ability to enter new markets or to offer new products in existing markets depends on decisions made by the market regulator, which often follow a period of political debate. For example, in November 2011 a bill was signed into law that permits the establishment of casinos in Massachusetts and, in September 2014, a developer was awarded a license that permits the construction of a casino resort in the greater Boston area. Accordingly, we are not in control of the timing of new opportunities, including the outsourcing of gaming operations, the award of new contracts, the introduction of new instant ticket price points and the launch of new games.

The Italian betting and gaming market is regulated by the Italian government through Agenzia delle Dogane e dei Monopoli (“ADM”), the national regulator and other bodies responsible for the control and regulation of this market. From time to time, regulatory changes could be introduced which might affect our existing business in certain jurisdictions, including opening hours for points of sale, restrictions on the sale of certain products, the awarding, monitoring and renewal of gaming concessions, the minimum payout ratios on certain games, gaming tax increases and other legislation designed to encourage responsible gaming. For example, the tax on VLT’s in Italy increased from 4% of wagers in 2012 to 5% of wagers during 2013, 2014 and 2015 and then 5.5% of wagers effective January 1, 2016. Our Gaming machine revenues are recorded net of tax, and therefore any changes in taxation can impact our revenues and results of operations. Moreover, the Italian budget law for 2015 introduced a number of new laws, effective from January 1, 2015, that impacted the public tender procurement process for the award of the Lotto concession (including by introducing a starting price for the tender of €700 million ($762.1 million at the December 31, 2015 exchange rate), to be paid by the winning bidder in three installments) and the fees and commissions regime applicable to the operation of VLT’s and AWP’s (including by reducing the fees due to concessionaires and operators in aggregate by €500 million ($544.4 million at the December 31, 2015 exchange rate) per year, starting from 2015).

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The profitability of our gaming products is affected by taxes imposed and the minimum payout ratios. Some of our gaming products have payout ratios greater than the minimum payout ratios allowed by the regulators and, for these products we may be able to decrease the payout ratio in order to mitigate the effect of any tax increases applied on them. However, in order to minimize any negative impact on prizes and volumes, we would generally seek to decrease such payout ratios gradually over time. Accordingly, there can be a time delay between increases in taxes and decreases in payout ratios which would result in a temporary reduction in our profitability.

Macroeconomic Factors and Demographics: Gaming is a form of entertainment and, as such, competes with other forms of entertainment for the discretionary spending of the local population. In general, countries and regions with higher GDPs will tend to have higher levels of discretionary spending that can be directed to gaming and other forms of entertainment. Similarly, although we believe gaming tends to be more resilient than other forms of entertainment, when a country or region experiences a decline in GDP or a rise in inflation, spending on gaming may also decline. Demographic changes may also affect results of operations. In addition, changing social habits, such as longer working hours that result in a decrease in time spent on entertainment, may adversely affect results of operations.

Existing Contracts, New Contracts and Contractual Rates: Our revenue is significantly impacted by the renewal or loss of existing contracts, as well as our ability to secure new contracts. Service revenue represented 84.8% of our total revenue for the year ended December 31, 2015, with the majority of such revenue being derived from contracts with a duration (including extension options) at December 31, 2015 of five or more years. Revenue from our top ten customers in the North America Lottery and International segments represented 16.8% of our total revenue for the year ended December 31, 2015. Accordingly, the retention, loss or addition of a significant contract or customer can have a material effect on our results of operations. Further, our Lotto concession in Italy, which represented 10.5% of our total revenue for the year ended December 31, 2015, expires in June 2016 and is currently subject to a public tender process. In March 2016, IGT PLC, as leader of a consortium of strategic and financial partners, submitted a bid on the new Lotto Concession. In April 2016, the ADM announced that the consortium has been provisionally awarded the new Lotto Concession. Although the consortium is the sole bidder, IGT PLC cannot be certain of the results of the tender, including whether the consortium, of which IGT PLC is the principal operating partner, will be finally awarded the new concession. In addition, our results of operations are significantly impacted by the level of fees we receive under our contracts. For the Lotto concession, we receive from ADM a fee equal to a percentage of ticket sales, which decreases as the total wagers increases during an annual period. Under the Italian budget law for 2015, the fee received by the concessionaire from ADM will be equal to 6% of wagers (the annual average fee rates we received from ADM was approximately 6.24% and 6.42% for the years ended December 31, 2015 and 2014, respectively).

Jackpots and Late Numbers: We believe 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. We also believe that consumers in Italy monitor “late numbers” (numbers which 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 of these circumstances, our service revenues are positively impacted.

Seasonality: Our business is not materially affected by seasonal variation. However, in our sports betting business, the volume of bets which we collect over the year can be affected by the schedules of sporting events and the particular season of such sports. The volume of bets which we collect can also be affected by schedules of significant sporting events that occur at regular, but infrequent intervals, such as the FIFA Football World Cup. In our 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. Gaming operations revenues are affected by variations in the number and type of machines in service, levels and frequency of player wagers, and pricing arrangement terms. Seasonal trends generally show higher play levels in the spring and summer months and lower in the fall and winter months.

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Product Sales: Our product sales fluctuate from year to year due to the mix, volume and timing of the product sales transactions. In general, our product sales contracts are dependent on the timing of replacement cycles. Product sales amounted to $711.4 million, $322.3 million and $369.1 million, or approximately 15.2%, 8.5% and 9.6% of total revenues, in 2015, 2014 and 2013, respectively. The $389.1 million increase in product sales in 2015 compared to 2014 was due principally to the IGT acquisition.

Restructuring Costs: During the historical periods presented we have undertaken restructuring plans and initiatives principally related to the streamlining of our interactive gaming operations, optimization projects for Lottery and costs associated with the overall management reorganization announced in 2013. In addition, with respect to the IGT acquisition we have undertaken various restructuring plans to eliminate redundant costs across the business. We recorded restructuring costs associated with these plans of $76.9 million, $23.7 million and $27.9 million, in 2015, 2014 and 2013, respectively.

Penalties under Minimum Profit Contracts: We have three contracts where we have provided customers with minimum profit level guarantees (the Illinois Contract, Indiana Contract and New Jersey Contract). In relation to the Illinois Contract, we guaranteed a minimum profit level to the State of Illinois for each fiscal year of the agreement, commencing with the State of Illinois’s fiscal year ended June 30, 2012. The amounts guaranteed and therefore amounts owed by the Company as shortfall payments under the Illinois Contract were under dispute. In December 2014, the Company and the State of Illinois entered into a termination agreement which settled the amounts of shortfall payments for fiscal years 2012, 2013 and 2014, in the amounts of $21.8 million, $38.6 million and $37.1 million, respectively. In 2015, the Attorney General of the State of Illinois questioned the validity of the termination agreement between the Company and the State of Illinois which resulted in the Company and the State of Illinois entering into a new termination agreement and the Company paid the State of Illinois an additional $10 million representing the shortfall payment for the State of Illinois’s fiscal year ending June 30, 2015. The Company will not be responsible for the payment of any other shortfall payment, nor will it be entitled to receive any incentive compensation, for all or any portion of fiscal year 2015, or any subsequent fiscal year. The Company recorded reductions of service revenue of $10 million, $55.5 million and $42.0 million in 2015, 2014 and 2013, respectively.

In relation to the Indiana Contract, we guaranteed a minimum profit level to the State of Indiana commencing with the contract year starting July 1, 2013. We recorded reductions of service revenue of $8.0 million, $8.8 million and $0.8 million in 2015, 2014 and 2013, respectively related to this guarantee. In 2015, the Company and the State of Indiana renegotiated the Indiana Contract which resulted in revised guarantee levels and in consideration the Company paid the State of Indiana $18.3 million which the Company capitalized to Other Assets in its consolidated balance sheet and which the Company is amortizing to service revenue over the remaining contract term.

In relation to the New Jersey Contract, we guaranteed a minimum profit level to the State of New Jersey commencing with the contract year starting July 1, 2014. In 2015, the Company and the State of New Jersey renegotiated the New Jersey Contract which resulted in revised guarantee levels and in consideration the Company paid the State of New Jersey $15.4 million which the Company capitalized to Other Assets in its consolidated balance sheet and which the Company is amortizing to service revenue over the remaining contract term.

For more information on these lottery management contracts, see Item 4.B — Information on the Company — Business Overview.

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Settlement of Litigation related to Machine Gaming and Certain Italian Tax Matters: In December 2014, the Company reached agreement with the Italian Tax Agency for the settlement of certain tax matters. The settlement payment was €15.1 million (or approximately $18.3 million at the December 31, 2014 exchange rate) which includes €13.0 million of tax, €2.0 million of interest and €0.1 million of penalties.

In our Italy segment, we recorded €30.0 million (or approximately $40.5 million at the September 30, 2013 exchange rate) of expense in our income statement for 2013 in relation to the settlement of litigation between the Italian machine gaming regulator and all machine gaming operators in Italy. We paid the settlement in the fourth quarter of 2013.

In December 2013, we paid €34.7 million (or approximately $47.9 million at the December 31, 2013 exchange rate) to the Italian Tax Agency (Agenzia delle Entrate) in settlement of certain tax matters of which €28.0 million involved the corporate reorganization and subsequent restructuring of certain intercompany financing transactions during the years 2007, 2008 and 2009 related to the acquisition of GTECH Holdings Corporation in August 2006. Of the €34.7 million settlement, €6.3 million had already been recorded as a provision in previous periods.

Research and Development Activities: We devote substantial resources on research and development and incurred $277.4 million, $108.2 million and $104.8 million of related expenses in 2015, 2014 and 2013, respectively. As anticipated, investments in research and development increased following the April 2015 acquisition of IGT.

Critical Accounting Estimates

Our 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.

We periodically and continuously review 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 which require greater subjectivity of management in making estimates and judgments and where a change in such underlying assumptions could have a significant impact on our consolidated financial statements are discussed below.

Revenue Recognition

The Company has two categories of revenue: Service revenue and Product sales.

Service revenue is derived from the following sources:

·Operating contracts predominately related to Italian contracts;

·Gaming operations arrangements where the Company provides customers with proprietary gaming equipment, systems, content licensing, and services;

·Facility Management Contracts (Hosting arrangements);

·Interactive contracts; and

·Post-contract customer support (“PCS”).

Product sales are derived from the following sources:

·Sale of lottery terminals and sale of gaming machines, including game content; and

·Sale of lottery and gaming systems, including the licensing of proprietary software, and implementation services.

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Revenue is recognized when all of the following conditions are met:

(i)Persuasive evidence of an arrangement exists;

(ii)Delivery has occurred;

(iii)The fee is fixed or determinable; and

(iv)Collectability is probable.

Revenues are reported net of incentives, rebates, and discounts. Sales taxes, gaming taxes and other taxes of a similar nature are presented on a net basis (excluded from revenue). Amounts billed prior to completing the earnings process are deferred until revenue recognition criteria is met.

Service revenue

Service revenue is derived from the following types of arrangements:

Operating contracts

Certain of the Company’s revenue, primarily revenue from the Italy segment, is derived from operating contracts. Under operating contracts, the Company manages 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 Italian arrangements whereby the Company is performing services on behalf of the government and the government is considered the Company’s customer, revenue is recognized net of prize payments, taxes, retailer commissions and remittances to state authorities, because the Company is acting as an agent to the authorities. In arrangements where the Company’s customers are the end players and/or retailers, the Company records revenue net of prizes and taxes only, and records the retailer commissions as a cost of service, because the Company is acting as the principal.

The Company also provides sports pools and sports betting services. Under sports pools arrangements, the Company manages the sports pool whereby the sports pool 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, the Company collects the wagers, pays prizes, pays a percentage fee to retailers, withholds its fee, and remits the balance to the respective regulatory agency. The Company assumes no risk associated with sports pool wagering. The Company records revenue net of prize payouts, gaming taxes, retailer commissions and remittances to state authorities, because the Company is acting as an agent to the authorities.

In sports betting contracts, the Company establishes and assumes the risks related to the odds. Under fixed odds betting, the potential payout is fixed at the time bets are placed and the Company bears the risk of odds setting. The Company is responsible for collecting the wagers, paying prizes, and paying fees to retailers. The Company retains the remaining cash as profits. Under these arrangements, the Company records revenue net, calculated as total wagers less the estimated payout for prizes, because the betting contract is considered a derivative and is required to be recorded at fair value. Taxes are recorded as contra revenue and retailer commissions are shown as expenses.

Fees earned under operating contracts are recognized as revenue in the period earned and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Under operating contracts, the Company is generally required to pay upfront concession payments. When such upfront payments are paid to the Company’s customers, the payment is recorded as a non-current asset and amortized as a reduction of service revenue over the concession term.

Gaming Operations

Gaming operations revenues are generated by providing customers with proprietary land-based gaming equipment, systems, content licensing, and services under a variety of recurring revenue arrangements, including a percentage of coin-in (amounts wagered), a percentage of net win, or a fixed daily/monthly fee.  Included in gaming operations are Wide Area Progressive (“WAP”) systems. WAP systems consist of linked slot machines located in multiple casino properties, connecting to a central computer system. WAP games differ from

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all other games in that a Company-sponsored progressive jackpot increases with every wager until a player wins the top award combination. Casinos with WAP machines pay a percentage of the coin-in (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. Fees earned under operating contracts are recognized as revenue in the period earned and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Facility management contracts

Under facilities management contracts, the Company constructs, installs, operates and retains ownership of the online system. These contracts, principally in the North America Lottery segment, generally provide for a variable amount of monthly or weekly service fees paid to the Company directly from the customer based on a percentage of sales.

Fees earned under facilities management contracts are recognized as revenue in the period earned, throughout the service period, and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Interactive Contracts

Interactive revenues are principally generated from online social gaming and online real-money products and services (“IGTi”).

Social gaming revenues are generated from the sale of virtual casino chips to players in the online DoubleDown Casino that can be used for additional play or game enhancements. Revenues from player purchases are recognized ratably over the estimated average service period in which the chips are consumed based on historical data analysis. Because DoubleDown is the principal, responsible for substantially all aspects of the casino services and sale of virtual goods to the player, revenues are recorded on a gross basis. Payment processing fees paid to Facebook, Apple and Google on a revenue participation basis are recorded within cost of services. This determination is subject to judgment and material changes in the substance or nature of arrangements with customers and payment processors may result in a change in presentation.

IGTi revenues are generated from online real-money gaming solutions offerings, which encompass gaming systems infrastructure, applications, content licensing, and back office operational support services, including WAP jackpot funding and administration. IGTi solutions are generally provided under revenue sharing arrangements based on a percentage of net win similar to gaming operations discussed above.

Post-contract customer support (PCS)

Product sales contracts generally include PCS, which includes telephone support, software maintenance, software support, professional services, and in some scenarios the right to receive unspecified upgrades/enhancements on a when-and-if-available basis. Fees earned under PCS contracts are recognized as revenue in the period earned (i.e. over the support period) and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Product Sales

Product sales are derived from the following types of arrangements:

Sale of lottery terminals and sale of gaming machines, including game content

These arrangements include the sale of lottery terminals and sale of gaming machines including game content, non-machine gaming related equipment, licensing and royalty fees, and component parts (including game themes and electronics conversion kits). The Company’s credit terms are predominately short term in nature. The Company also grants extended payment terms under contracts where the sale is secured by the related equipment sold. Revenue from the sale of lottery terminals and gaming machines is recognized based upon the contractual terms of each arrangement, but predominately upon delivery or acceptance. If the sale of lottery terminals and gaming machines include multiple elements, these arrangements are accounted for under Multiple Element Accounting, discussed below.

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System Sales (Lottery and Gaming)

System Sale arrangements typically include multiple elements, where the Company constructs, sells, delivers and installs a turnkey system (inclusive of point of sale terminals, if applicable) or delivers equipment and licenses the computer software for a fixed price, and the customer subsequently operates the system. System sale arrangements generally include customer acceptance provisions and general rights to terminate the contract if the Company is in breach of the contract. Such arrangements include non-software elements, software, professional services, and PCS in the form of maintenance and software support arrangements. Amounts due to the Company and costs incurred by the Company in implementing the system prior to customer acceptance are deferred. Revenue attributable to the system is classified as product sales in the consolidated statement of operations and is recognized upon customer acceptance as long as there are no substantial doubts regarding collectability. Revenues attributable to PCS provided subsequent to customer acceptance are classified as service revenue in the consolidated statement of operations in the period earned.

Multiple Element Arrangements

The Company uses multiple element guidance for both service arrangements and product sale arrangements. In some scenarios, all deliverables are considered one unit of accounting (i.e. facility management contracts where the Company provides software as a service), while other arrangements contain multiple elements that can be separated into distinct deliverables. When arrangements contain multiple elements, including software and non-software components, the Company allocates revenue to each category based on a selling price hierarchy. Allocation of revenue to software and non-software components is based on either vendor-specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or best estimate of selling price (BESP) if neither VSOE nor TPE is available.

·VSOE of selling price is based on the net price charged when the element is sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices fall within a reasonable range based on historical discounting trends for specific products and services. VSOE for post-contract support is determined based on renewals rates, if available.

·TPE of selling price is established by evaluating largely interchangeable competitor products or services in stand-alone sales to similar customers. However, as the Company’s products contain a significant element of proprietary technology and the Company’s solutions offer different features and functionality, the comparable pricing of third-party products with similar functionality typically cannot be obtained.

·BESP is established considering multiple factors including, but not limited to market conditions, competitive landscape, internal costs, and gross profit objectives. In some scenarios, contractual pricing may serve as the best estimate given the variability among jurisdictions and customers, while in other scenarios cost for each deliverable plus the overall contract margin is used as management’s best estimate.

In scenarios where the Company’s products include hardware containing required software that function together to provide the essential functionality of the product, the Company considers both the hardware and required software as “non-software deliverables” and has therefore concluded that such arrangements are not subject to the industry-specific software revenue recognition guidance. The Company recognizes revenue for these arrangements based on ASC 605 and allocates the arrangement consideration based on the relative selling price of the deliverables. In scenarios where the Company’s products include hardware where the software is not considered essential to the functionality of the hardware, the hardware revenue is recognized based on when the revenue recognition criteria is met (i.e. shipment, delivery and/or acceptance) and the software revenue is recognized under the software revenue recognition guidance provided under ASC 985.

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If there are multiple deliverables within the software and non-software categories, revenue is first allocated between the software pool of deliverables and the non-software pool of deliverables on a relative fair value basis. Thereafter, revenue for each pool is further allocated as follows:

·Non-software components: Revenue is further allocated to each separate unit of accounting using the relative selling prices of each deliverable in the priority order described above. However, revenue is only recognized if the unit of accounting has stand-alone value. A deliverable is considered to have stand-alone value if (a) it has value to the customer on stand-alone basis, and (b) if a general right of return exists relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the Company’s control.

·Software components: If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software category as a group is then allocated to each software deliverable using VSOE, provided the deliverable has stand-alone value. If VSOE is not available for all deliverables, then the Company uses the residual method when VSOE of fair value of the undelivered items exists. If VSOE of one or more undelivered software items does not exist, then all the software deliverables are considered one unit of accounting. Revenue is deferred and recognized at the earlier of (i) delivery of those elements or (ii) when fair value can be established for the undelivered elements, unless PCS is the only undelivered element, in which case, the entire software category allocated consideration is recognized ratably over the service period.

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Goodwill, Intangible Assets and Long-lived Assets

Goodwill is tested for impairment annually, or more frequently if facts or circumstances indicate that it may be impaired. Goodwill is tested for impairment at the reporting unit level, which is one level below or the same level as an operating segment. We have four reporting units as follows:

·North America Gaming and Interactive;

·North America Lottery;

·International; and

·Italy.

The carrying amount of goodwill amounted to $6.8 billion and $4.0 billion at December 31, 2015 and December 31, 2014, respectively. There were no goodwill impairment losses recorded in 2015, 2014 or 2013.

When testing goodwill for impairment, we first perform a qualitative assessment to determine whether it is necessary to perform step one of a two-step annual goodwill impairment test for each reporting unit. We are required to perform step one only if we conclude that it is more likely than not that a reporting unit’s fair value is less than its carrying value. Should this be the case, the first step of the two-step process is to identify whether a potential impairment exists by comparing the estimated fair values of our reporting units with their respective book values, including goodwill. If the estimated fair value of the reporting unit exceeds book value, goodwill is considered not to be impaired, and no additional steps are necessary. If the fair value of the reporting unit is less than book value, then the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss, if any. The amount of the impairment loss is the excess of the carrying amount of the goodwill over its estimated fair value. The estimate of fair value of goodwill is primarily based on an estimate of the discounted cash flows expected to result from that reporting unit, but may require valuations of certain internally generated and unrecognized intangible assets such as software, technology, patents and trademarks. If the carrying amount of goodwill exceeds the estimated fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.

In performing step one of the goodwill impairment test for the Company’s reporting units, the Company estimated the fair value of the reporting units using an income approach that analyzed projected discounted cash flows. The procedures the Company followed included, but were 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;

·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 market capitalization, total invested capital, the implied market participant acquisition premium, and supporting qualitative and quantitative analysis.

The results of step one of the Company’s impairment testing by reporting unit is as follows ($ thousands):

	Estimated	Carrying
	Fair Value	Amount	Excess	%
North America Gaming and Interactive	5,590,000	5,116,000	474,000	9%
North America Lottery	2,820,000	2,189,400	630,600	29%
International	2,920,000	2,585,600	334,400	13%
Italy	2,695,000	2,109,648	585,352	28%

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The key assumptions used in the goodwill impairment testing were as follows:

	Normalized
	Growth		Discount
	Rate		Rate
North America Gaming and Interactive	3.00	%	8.25%
North America Lottery	2.25	%	6.60%
International	3.00	%	9.50%
Italy	0.50	%	9.40%

Where reporting unit fair values did not exceed the carrying amounts by a substantial amount, which the Company believes to be 20% or more, additional analysis was performed and additional disclosure is provided below.

North America Gaming and Interactive

In calculating the fair value of the North America Gaming and Interactive reporting unit using the income approach, the Company used projections of revenues, operating costs and capital expenditures. The projected cash flows considered historical and estimated future results and general economic and market conditions, as well as the impact of planned business and operational strategies. The following estimates and assumptions were also used in the discounted cash flow analysis:

·A normalized growth rate of 3.00% based on the estimated sustainable long-term growth rate for the reporting unit;

·A normalized operating EBITDA margin percentage was estimated based on a review of average margins within the projection period;

·Normalized capital expenditure requirements were estimated based on a review of historical and projected capital expenditures and typical replacement cycles; and

·A discount rate of 8.25% based on the weighted average cost of capital.

Although the fair value of the North America Gaming and Interactive reporting unit exceeded the carrying amount based on the results of step one of the Company’s goodwill impairment analysis, a decrease in the fair value of more than 8.5% could potentially result in an impairment of goodwill. The use of 8.76% for the discount rate or 2.35% for the growth rate would render the estimated fair value equal to the carrying amount.

International

The fair value of the International reporting unit was calculated using the income approach, in the same manner as described for the North America Gaming and Interactive reporting unit. The following estimates and assumptions were used in the discounted cash flow analysis:

·A normalized growth rate of 3.00% based on the estimated sustainable long-term growth rate for the reporting unit;

·A normalized operating EBITDA margin percentage was estimated based on a review of average margins within the projection period;

·Normalized capital expenditure requirements were estimated based on a review of historical and projected capital expenditures and typical replacement cycles; and

·A discount rate of 9.50% based on the weighted average cost of capital.

Although the fair value of the International reporting unit exceeded the carrying amount based on the results of step one of the Company’s goodwill impairment analysis, a decrease in the fair value of more than 11.5% could potentially result in an impairment of goodwill. The use of 10.37% for the discount rate or 1.82% for the growth rate would render the estimated fair value equal to the carrying amount.

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We also evaluate indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate impairment may exist. 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.

The process of evaluating the potential impairment related to our goodwill and indefinite-lived intangible assets is highly subjective and requires the application of significant judgment. If an event occurs that would cause revisions to the estimates and assumptions used in analyzing the value of goodwill and other intangible assets with indefinite lives, the revision could result in a non-cash impairment loss that could have a material impact on our financial results. Our annual review of goodwill and indefinite-lived intangible assets for impairment is performed as of November 1 each year. The review in 2015 concluded that no impairment existed.

We evaluate long-lived assets, including identifiable intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events or changes in circumstances that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the overall business strategy and significant negative industry or economic trends. Impairment is recognized when the asset is not recoverable and the carrying amount of an asset exceeds its fair value as calculated on a discounted cash flow basis. If an event occurs necessitating revised estimates and assumptions previously used in analyzing the value of our property and equipment or our finite-lived intangibles and other assets that revision could result in a non-cash impairment loss that could have a material impact on our financial results. We recorded impairment losses related to long-lived assets of $12.5 million, $2.6 million and $13.6 million in 2015, 2014 and 2013, respectively. We recorded impairment losses of $9.7 million in 2015 and $3.6 million in 2013 for certain indefinite lived intangible assets.

Litigation Provisions

Due to the nature of our business, we are involved in a number of legal, regulatory and arbitration proceedings regarding, among other matters, claims by and against us, injunctions by third parties arising out of the ordinary course of our business and investigations and compliance inquiries related to our ongoing operations. The outcome of these proceedings and similar future proceedings cannot be predicted with certainty. It is difficult to accurately estimate the outcome of any proceeding. As such, the amounts of the provision for litigation risk, which has been accrued on the basis of assessments made by external counsel, could vary significantly from the amounts which we would ultimately be obligated or agree to pay to settle any such proceeding. In addition, unfavorable resolution of or significant delay in adjudicating such proceedings could require us to pay substantial monetary damages or penalties and/or incur costs which may exceed any provision for litigation risks or, under certain circumstances, cause the termination or revocation of the relevant concession, license or authorization and thereby have a material adverse effect on our consolidated results of operations, business, financial condition or prospects. At December 31, 2015 and December 31, 2014, provisions for litigation matters amounted to $17.7 million and $6.8 million, respectively.

Share-based payments

We measure the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments on the date they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant, and incorporates assumptions to the valuation model inputs, including the expected life of the option, volatility, dividend yield and risk-free interest rate. We recorded share-based payment expense of $36.1 million, $13.8 million and $11.3 million in 2015, 2014 and 2013, respectively.

Minimum profit level guarantees

We have three contracts where we have provided customers with minimum profit level guarantees as summarized above. Our estimates of liabilities for minimum profit level guarantees take into consideration contract terms and financial information provided by our customers, the availability and timing of which could significantly impact our estimates. We account for minimum profit level guarantees as a reduction of service

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revenue on an annual basis based on our best estimate of amounts due to the customer annually.

Further details of these guarantees, which require management to make estimates and assumptions concerning profit levels, are provided in our consolidated financial statements included herein.

Income taxes

The Company records a tax provision for the anticipated tax consequences of its reported operating results. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to the taxable income in effect for the years in which those assets and liabilities are expected to be realized and settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based upon the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Management believes it is more likely than not that forecasted income, including income that may be generated as a result of certain tax planning strategies, together with future reversals of existing taxable temporary differences, will be sufficient to fully recover the deferred tax assets. In the event that the Company determines all or part of the net deferred tax assets are not realizable in the future, the Company will record an adjustment to the valuation allowance that would be charged to earnings in the period such determination is made. In addition, the calculation of tax liabilities involve significant judgment in estimating the impact of uncertainties in the application of GAAP and complex tax laws.

Income Statement Overview

Revenue

Our revenue is comprised of service revenue and product sales. Our service revenue is principally derived from multi-year contracts under which we earn revenue over time as we provide the related services. Service revenue comprises the majority of our revenue, amounting to $3.98 billion, $3.49 billion and $3.46 billion, or approximately 84.8%, 91.5% and 90.4% of total revenues in 2015, 2014 and 2013, respectively. Product sales are derived principally from the installation of new and replacement systems, software and terminals. Product sales in our business fluctuate due to the mix, volume and timing of product sales contracts and therefore may not be comparable from period to period.

Summarized below by operating segment are the principal services and products we provide:

North America Gaming and Interactive segment

The majority of the revenue we earn in the North America Gaming and Interactive segment is derived from service revenue generated from commercial gaming and social gaming. Commercial gaming service revenue is derived from the lease of real money “commercial” gaming machines and software to casinos and government entities in the U.S. and Canada. Social gaming service revenue is derived from customer’s purchase of virtual currency for use in non-wagering interactive games (“play for fun”) played over the Internet. Product sales in the North America Gaming and Interactive segment are derived from the sale of real money “commercial” gaming machines and software to casinos and government entities in the U.S. and Canada. Revenues in the North America Gaming and Interactive segment amounted to $1.1 billion, $132.5 million and $192.1 million, or approximately 23.5%, 3.5% and 5.0% of our total revenues in 2015, 2014 and 2013, respectively.

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North America Lottery Segment

The majority of the revenue we earn in the North America Lottery segment is derived from Lottery contracts. Revenues in the North America Lottery segment amounted to $1.0 billion, $940.1 million and $882.5 million, or approximately 22.3%, 24.7% and 23.0% of our total revenues in 2015, 2014 and 2013, respectively.

Service revenue in the North America Lottery segment is derived from contracts, under which we design, install, operate and retain ownership of the gaming system. These contracts generally provide for a variable amount of monthly or weekly service fees paid to us directly from our customer based on a percentage of sales or net machine income. We recorded fees earned under these contracts as service revenue in the period earned. Expenses associated with providing services under these contracts principally consist of cost of personnel, telecommunications, equipment maintenance and repair, consumables for the games and depreciation of tangible assets.

Product sales in the North America Lottery segment are derived from contracts under which we construct, sell, deliver and install a turnkey system or deliver equipment, and license the computer software for a fixed price, and our customer subsequently operates the system or equipment. Revenue attributable to any ongoing services (such as post contract support) provided subsequent to customer acceptance, are recorded as service revenue in the period earned.

International segment

The majority of the revenue we earn in the International segment is derived from Lottery and Machine Gaming contracts. Revenues in the International segment amounted to $853.1 million, $630.6 million and $636.2 million, or approximately 18.2%, 16.5% and 16.6% of our total revenues in 2015, 2014 and 2013, respectively.

Service revenue in the International segment is derived from contracts, under which we design, install, operate and retain ownership of the gaming system. These contracts generally provide for a variable amount of monthly or weekly service fees paid to us directly from our customer based on a percentage of sales or net machine income. We recorded fees earned under these contracts as service revenue in the period earned. Expenses associated with providing services under these contracts principally consist of cost of personnel, telecommunications, equipment maintenance and repair, consumables for the games and depreciation of tangible assets.

Product sales in the International segment are derived from contracts under which we construct, sell, deliver and install a turnkey system or deliver equipment, and license the computer software for a fixed price, and our customer subsequently operates the system or equipment. Revenue attributable to any ongoing services (such as post-contract support) provided subsequent to customer acceptance, are recorded as service revenue in the period earned.

Italy segment

The majority of the revenue we earn in the Italy segment is derived from Lottery and Machine Gaming concessions. Revenues in the Italy segment amounted to $1.704 billion, $2.108 billion and $2.118 billion, or approximately 36.3%, 55.3% and 55.3% of our total revenues in 2015, 2014 and 2013, respectively. We also earn service revenue under Sports Betting, Commercial Services and Interactive Gaming concessions. Summarized below is an overview of the key services within the Italy segment:

Lottery

Under our Lotto and Gratta e Vinci (“Scratch and Win”) concessions we manage all of the activities along the 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 games. The service revenues we earn in return for operating these concessions are based on a percentage of wagers. For the Lotto concession this percentage of wagers decreases as the total wagers increase during an annual period, while for the Scratch and Win concession our fee is a fixed percentage of wagers. ADM pays us our Lotto fee on a weekly basis and our Scratch and Win fee on a monthly basis. For Lotto, we deposit wagers, net of prizes paid and retailer commissions retained by the retailer at point of sale into bank accounts owned by ADM. We do not consolidate such accounts on our consolidated statement of financial position as they are the property of ADM. Scratch and

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Win sales to the retailers are recorded as a receivable on our consolidated statement of financial position with a corresponding payable to ADM. We collect Scratch and Win wagers from retailers, net of prizes paid directly by retailers and the retailers’ fee, on a weekly basis. On a monthly basis, we remit amounts due to ADM. Expenses associated with providing services under these concessions principally consist of consumable costs, postage and freight, network costs, marketing and advertising of the games, cost of personnel dedicated to these activities and depreciation and amortization of tangible and intangible assets.

Machine Gaming

Under our Machine Gaming concessions we directly manage stand-alone amusement with prize (“AWPs”) machines and video lottery terminals (“VLTs”) that are installed in various retail outlets linked to a central system. For Machine Gaming we collect the wagers, deduct the applicable gaming taxes, and pay prizes to winners and fees to retailers. The service revenue we earn in return for operating these concessions are generally based on a percentage of wagers net of applicable gaming taxes. We record service revenue net, equal to total wagers less the payout for prizes and applicable gaming taxes. Expenses associated with providing services under these concessions principally consist of point of sale fees, network costs, marketing and advertising of the games, cost of personnel dedicated to these activities, concession fees and depreciation and amortization of tangible and intangible assets. We also provide systems and machines to other machine gaming concessionaires, either as a product sale or with long-term fee-based contracts.

Sports Betting

We have a number of concessions to operate sports betting (including horse race competitions) and the right to operate sports betting over the internet. Sports betting concessions are principally comprised of arrangements under which we collect the wagers, pay prizes and pay a percentage fee to retailers. We record service revenue net, equal to wagers less prizes and taxes. Expenses associated with providing services under these concessions principally consist of point of sale commissions and depreciation and amortization of tangible and intangible assets.

Commercial Transaction Processing Services

We leverage our distribution networks and offer high-volume transaction processing services which include bill payments, electronic tax payments, utility payments, prepaid cellular telephone recharges, prepaid cards and retail-based programs. We earn a fee for processing such transactions that is transaction-based (a fixed fee per transaction or a fee based on a percentage of monetary volume processed). We recognize these fees as service revenue at the time a transaction is processed. Expenses associated with providing services under these concessions principally consist of point of sale commissions, network costs, banking fees and depreciation of tangible assets.

Interactive Gaming

We provide interactive skill games such as poker and other board and soft games through the Internet and mobile channels. For these services, we record service revenue net equal to wagers less prizes and taxes. Expenses associated with providing services under these concessions principally consist of marketing and advertising of the games.

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Key Performance Indicators and Terminology

We use certain key performance indicators and terminology, which in our view are useful in explaining the trends of our business, including:

Constant Currency Information: The “Consolidated Results” discussion below includes information calculated at constant currency. We calculate constant currency by applying the prior-year/period exchange rates to current financial data expressed in local currency in order to eliminate the impact of foreign exchange rate fluctuations originating from translating the income statement of our foreign entities into euro. These constant currency measures are non-GAAP measures. Although we do not believe that these measures are a substitute for GAAP measures, we do believe that such results excluding the impact of currency fluctuations period-on-period provide additional useful information to investors regarding our operating performance on a local currency basis.

For example, if an entity with euro functional currency recorded net revenues of €100 million for 2015 and 2014, we would report $111.0 million in net revenues for 2015 (using an average exchange rate of 1.11) compared to $133.0 million for 2014 (using an average exchange rate of 1.33). The constant currency presentation would translate the 2015 net revenue using the 2014 exchange rates, and indicate that the underlying net revenue on a constant currency basis were unchanged year-on-year. We present such information in order to assess how the underlying business has performed prior to the translation impact of fluctuations in foreign currency exchange rates.

Same Store Revenue: We refer to the growth in revenue from existing customers as same store revenue. Revenue generated from new customers are referred to as “new contracts” or “contract wins”.

Late Numbers: If one of the 90 numbers of the Lotto game in Italy has not been drawn for 100 drawings, it becomes a late number, or a “centenarian”. We believe that consumers in Italy monitor late numbers and wager more on them than on other numbers, although the probability for a number to be drawn is always the same, being it a centenarian or not. Our service revenue is favorably impacted by an increase in late number wagers as is the case when there is a good pipeline of late numbers.

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Comparison of the year ended December 31, 2015 and 2014

	For the year ended
	December 31, 2015				December 31, 2014
			% of				% of
($ thousands)	$		Revenue		$		Revenue
Service revenue	3,977,693		84.8		3,489,969		91.5
Product sales	711,363		15.2		322,342		8.5
Total revenue	4,689,056		100.0		3,812,311		100.0
Cost of services	2,417,315		51.6		2,324,043		61.0
Cost of sales	520,343		11.1		190,454		5.0
Selling, general and administrative	795,252		17.0		413,001		10.8
Research and development	277,401		5.9		108,175		2.8
Restructuring expense	76,896		1.6		23,654		0.6
Impairment loss	12,497		0.3		2,597		0.1
Transaction expense, net	49,396		1.1		35,336		0.9
Total operating expenses	4,149,100		88.5		3,097,260		81.2
Operating income	539,956		11.5		715,051		18.8
Interest income	17,681		0.4		4,765		0.1
Equity income (loss), net	207		0.0		(2,114	)	(0.1	)
Other income	6,939		0.1		7,650		0.2
Other expense	(129,441	)	(2.8	)	(119,129	)	(3.1	)
Foreign exchange gain (loss), net	5,611		0.1		(3,786	)	(0.1	)
Interest expense	(457,984	)	(9.8	)	(262,220	)	(6.9	)
Total non-operating expenses	(556,987	)	(11.9	)	(374,834	)	(9.8	)
(Loss) income before income tax expense	(17,031	)	(0.4	)	340,217		8.9
Provision for income taxes	38,896		0.8		240,413		6.3
Net (loss) income	(55,927	)	(1.2	)	99,804		2.6
Less: Net income attributable to non-controlling interests	19,647		0.4		13,642		0.4
Net (loss) income attributable to IGT PLC	(75,574	)	(1.6	)	86,162		2.2

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Service revenue

	For the year ended
	December 31,			Change
($ thousands)	2015		2014	$		%
Operating Segments
North America Gaming and Interactive	780,189		45,575	734,614		>200.0
North America Lottery	992,684		865,023	127,661		14.8
International	512,004		473,653	38,351		8.1
Italy	1,702,174		2,104,996	(402,822	)	(19.1	)
	3,987,051		3,489,247	497,804		14.3
Purchase accounting	(9,358	)	722	(10,080	)	>200.0
	3,977,693		3,489,969	487,724		14.0

Service revenue in 2015 increased by $487.7 million, or 14% compared to 2014. On a constant currency basis, service revenue in 2015 increased by $898.7 million, or 25.8% compared to 2014.

Service revenue in the North America Gaming and Interactive segment in 2015 increased by $734.6 million compared to 2014 principally driven by the IGT acquisition. On a constant currency basis, service revenue in the North America Gaming and Interactive segment increased by $739.9 million compared to 2014.

Service revenue in the North America Lottery segment in 2015 increased by $127.7 million, or 14.8%, compared to 2014. These increases were partially offset by unfavorable foreign exchange impacts of $3.8 million. On a constant currency basis, service revenue in the North America Lottery segment increased by $131.4 million, or 15.2% compared to 2014.

Service revenue in the International segment in 2015 increased by $38.4 million, or 8.1% compared to 2014. On a constant currency basis, service revenue in the International segment in 2015 increased by $109.2 million, or 23.1% compared to 2014.

Service revenue in the Italy segment in 2015 decreased by $402.8 million, or 19.1% compared to 2014, principally driven by unfavorable foreign exchange impacts. On a constant currency basis, service revenue in the Italy segment in 2015 decreased by $71.8 million, or 3.4% compared to 2014.

Further information on the key performance drivers related to service revenues is provided in the Operating Segment Results section of this report.

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Product sales

	For the year ended
	December 31,			Change
($ thousands)	2015		2014	$		%
North America Gaming and Interactive	321,618		86,926	234,692		>200.0
North America Lottery	52,986		75,074	(22,088	)	(29.4	)
International	341,070		156,976	184,094		117.3
Italy	1,872		3,366	(1,494	)	(44.4	)
	717,546		322,342	395,204		122.6
Purchase accounting	(6,183	)	—	(6,183	)	—
	711,363		322,342	389,021		120.7

Product sales fluctuate from period to period due to the mix, volume and timing of product sales transactions. Product sales in 2015 increased by $389.0 million, or 120.7% compared with 2014. On a constant currency basis, product sales in 2015 increased by $441.8 million, or 137.1% compared to 2014.

Product sales in the North America Gaming and Interactive segment in 2015 increased by $234.7 million, principally driven by the IGT acquisition. On a constant currency basis, product sales in the North America Gaming and Interactive segment increased by $246.8 million compared to 2014.

Product sales in the North America Lottery segment in 2015 decreased by $22.1 million, or 29.4% compared to 2014. On a constant currency basis, product sales in the North America Lottery segment decreased by $20.9 million, or 27.8% compared to 2014.

Product sales in the International segment in 2015 increased by $184.1 million, or 117.3% compared to 2014, principally driven by the IGT acquisition. On a constant currency basis, product sales in the International segment increased by $223.3 million, or 142.2% compared to 2014.

Further information on the key performance drivers related to product sales is provided in the Operating Segment Results section of this report.

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Segment operating income

	For the year ended
	December 31,				Change
($ thousands)	2015		2014		$		%
North America Gaming and Interactive	294,256		1,054		293,202		>200.0
North America Lottery	182,615		74,293		108,322		145.8
International	164,949		156,295		8,654		5.5
Italy	554,937		711,881		(156,944	)	(22.0	)
	1,196,757		943,523		253,234		26.8
Corporate support	(292,371	)	(150,268	)	(142,103	)	94.6
Purchase accounting	(364,430	)	(78,204	)	(286,226	)	>200.0
	539,956		715,051		(175,095	)	(24.5	)

Operating income in the North America Gaming and Interactive segment increased by $293.2 million compared to 2014, principally driven by the IGT acquisition. On a constant currency basis, operating income in the North America Gaming and Interactive segment increased by $276.1 million compared to 2014.

Operating income in the North America Lottery segment increased by $108.3 million, or 145.8% compared to 2014. On a constant currency basis, operating income in the North America Lottery segment increased by $109.3 million, or 147.1% compared to 2014.

Operating income in the International segment increased by $8.7 million, or 5.5% compared to 2014, principally driven by the IGT acquisition. On a constant currency basis, operating income in the International segment increased by $48.5 million, or 31.0% compared to 2014.

Operating income in the Italy segment decreased by $156.9 million, or 22% compared to 2014, principally driven by unfavorable foreign exchange impacts. On a constant currency basis, operating income in the Italy segment decreased by $30.4 million, or 4.3% compared to 2014.

Further information on the key performance drivers related to operating income is provided in the Operating Segment Results section of this report.

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Transaction expense, net

	For the year ended
	December 31,			Change
($ thousands)	2015	2014		$	%
IGT acquisition costs	49,396	43,972		5,424	12.3
Gain on sale of ticketing business	—	(8,636	)	8,636	100.0
	49,396	35,336		14,060	39.8

We incurred $49.4 million and $44.0 million of professional fees and expenses related to the April 2015 acquisition of IGT in 2015 and 2014, respectively.

In July 2014, we sold our sports and events ticketing business (“LisTicket”) to the international operator TicketOne, CTS Eventim Group for €13.9 million ($18.6 million) and recorded a gain on the sale of €5.7 million ($8.6 million).

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Other expense

The components of other expense are as follows:

	For the year ended
	December 31,				Change
($ thousands)	2015		2014		$		%
Tender premium	—		(88,628	)	(88,628	)	(100.0	)
Unamortized debt issuance cost	—		(3,182	)	(3,182	)	(100.0	)
Swap gain	—		10,103		10,103		100.0
Notes due 2016	—		(81,707	)	(81,707	)	(100.0	)
Unamortized debt issuance cost	(34,526	)	(17,023	)	17,503		102.8
Fees	(3,640	)	—		3,640		—
Bridge Facility	(38,166	)	(17,023	)	21,143		124.2
Tender premium	(73,376	)	—		73,376		—
Unamortized debt issuance cost	(4,295	)	—		4,295		—
Fees	(2,040	)	—		2,040		—
Capital Securities	(79,711	)	—		79,711		—
Unamortized debt issuance cost - Term loan facility and Revolver B	—		(3,542	)	(3,542	)	(100.0	)
Debt modification - Notes due 2018 and 2020	—		(3,931	)	(3,931	)	(100.0	)
Total debt related	(117,877	)	(106,203	)	11,674		11.0
Other	(11,564	)	(12,926	)	(1,362	)	(100.0	)
	(129,441	)	(119,129	)	10,312		8.7

Other expense for the years ended December 31, 2015 and 2014 was principally driven by certain refinancing activities related to the acquisition of IGT.

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Interest expense

	For the year ended
	December 31,				Change
($ thousands)	2015		2014		$		%
Senior Secured Notes	(248,407	)	—		248,407		—
Revolving Credit Facilities	(47,789	)	(14,954	)	32,835		219.6
6.625% Senior Notes due 2018	(40,481	)	(36,961	)	3,520		9.5
4.750% Senior Notes due 2020	(29,941	)	(24,842	)	5,099		20.5
Bridge Facility	(23,717	)	(47,577	)	(23,860	)	(100.0	)
7.500% Senior Notes due 2019	(18,651	)	—		18,651		—
Term Loan Facilities	(15,537	)	—		15,537		—
Capital Securities due 2066	(8,550	)	(85,250	)	(76,700	)	(100.0	)
5.350% Senior Notes due 2023	(4,753	)	—		4,753		—
5.500% Senior Notes due 2020	(3,359	)	—		3,359		—
5.375% Senior Notes due 2016	—		(45,864	)	(45,864	)	(100.0	)
Other	(16,799	)	(6,772	)	10,027		148.1
	(457,984	)	(262,220	)	195,764		74.7

Interest expense in 2015 increased by $195.8 million, or 74.7% compared to 2014, driven by the higher level of debt in 2015 related to the acquisition of IGT. See Credit Facilities and Indebtedness section of this report for the terms of our debt instruments.

Provision for income taxes

	For the year ended
	December 31,
($ thousands, except percentages)	2015		2014
Provision for income taxes	38,896		240,413
(Loss) income before provision for income taxes	(17,031	)	340,217
Effective income tax rate	-228.4	%	70.7	%

Our effective income tax rate of (228.4)% in 2015 was higher than the effective income tax rate of 70.7% in the same period of the prior year principally due to costs associated with the IGT acquisition in 2015 that were either non-deductible for tax purposes or deductible at rates lower than the Company’s global blended statutory tax rate.

80

Operating Segment Results

The following section sets forth an overview of our revenue and operating income by operating segment.

North America Gaming and Interactive segment

Revenue in the North America Gaming and Interactive segment in 2015 increased by $969.3 million compared to 2014, driven by the acquisition of IGT. At constant currency, revenue in the North America Gaming and Interactive segment in 2015 increased by $986.6 million compared to 2014.

Service revenue

Service revenue in the North America Gaming and Interactive segment in 2015 increased by $734.6 million ($739.9 million at constant currency) compared to 2014.

The following table sets forth changes in service revenue for 2015 compared to 2014, on a constant currency basis:

	Service Revenue Change
	IGT	Constant		Foreign
($ thousands)	Acquistion	Currency		Currency		Change
Machine revenue	389,304	7,265		(2,109	)	394,460
Social iGaming	239,079	—		(2,723	)	236,356
Other	109,107	(4,881	)	(428	)	103,798
	737,490	2,384		(5,260	)	734,614

The principal drivers of the $734.6 million increase in service revenue were as follows:

·An increase of $737.5 million associated with the acquisition of IGT;

·An increase of $7.3 million in Machine revenue associated with increased machine placements in North America;

·A decrease of $5.3 million related to unfavorable foreign exchange impacts.

81

Product sales

Product sales in the North America Gaming and Interactive segment in 2015 increased by $234.7 million ($246.8 million at constant currency) compared to 2014.

The following table sets forth changes in product sales for the year ended December 31, 2015 compared to the same period in 2014 on a constant currency basis:

	Product Sale Change
	IGT	Constant		Foreign
($ thousands)	Acquistion	Currency		Currency		Change
Gaming machine sales	179,270	(22,290	)	(8,736	)	148,244
Non-machine sales	90,655	(884	)	(3,323	)	86,448
	269,925	(23,174	)	(12,059	)	234,692

The principal drivers of the $234.7 million increase in product sales were as follows:

·An increase of $269.9 million associated with the acquisition of IGT;

·A decrease of $22.3 million in Gaming machine sales;

·A decrease of $12.1 million related to unfavorable foreign exchange impacts.

Segment operating income

Operating income in the North America Gaming and Interactive segment in 2015 increased by $293.2 million ($276.1 million on a constant currency basis) compared to 2014, while segment operating margin increased from 0.8% in 2014 to 26.7% in 2015.

The principal driver of the increase in segment operating income was the acquisition of IGT and $17.1 million of favorable foreign exchange impacts.

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North America Lottery segment

Revenue in the North America Lottery segment in 2015 increased by $105.6 million, or 11.2% compared to 2014, driven by a $127.7 million increase in service revenue, partially offset by a $22.1 million decrease in product sales. At constant currency, revenue in the North America Lottery segment in 2015 increased by $110.5 million, or 11.8% compared to 2014.

Service revenue

Service revenue in the North America Lottery segment in 2015 increased by $127.7 million, or 14.8% ($131.4 million, or 15.2% at constant currency) compared to 2014.

The following table sets forth changes in service revenue for 2015 compared to 2014, on a constant currency basis:

	Service Revenue Change
	IGT	Constant		Foreign
($ thousands)	Acquisition	Currency		Currency		Change
Machine revenue	56,085	(2,721	)	(8	)	53,356
Lottery	—	39,249		(24	)	39,225
Lottery Management Services	—	25,183		—		25,183
Other	4,326	9,301		(3,730	)	9,897
	60,411	71,012		(3,762	)	127,661

The principal drivers of the $127.7 million increase in service revenue were as follows:

·An increase of $60.4 million associated with the acquisition of IGT;

·An increase in Lottery service revenue of $39.2 million principally driven by an increase of $40.4 million in same store revenue;

·An increase of $25.2 million in Lottery Management Services revenues, related to a decrease in minimum profit level penalties, partially offset by a decrease in pass-through revenues both principally associated with our contract in Illinois;

·A decrease of $3.8 million related to unfavorable foreign exchange impacts.

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Product sales

Product sales in the North America Lottery segment in 2015 decreased by $22.1 million, or 29.4% ($20.9 million. or 27.8% at constant currency) compared to 2014.

The following table sets forth changes in product sales for year ended December 31, 2015 compared to the same period in 2014 on a constant currency basis:

	Product Sale Change
	IGT	Constant		Foreign
($ thousands)	Acquistion	Currency		Currency		Change
Lottery	—	(14,205	)	(1,145	)	(15,350	)
Gaming (Non-machine sales)	20	(6,721	)	(37	)	(6,738	)
	20	(20,926	)	(1,182	)	(22,088	)

The principal drivers of the $22.1 million decrease in product sales were as follows:

·A decrease of $14.2 million in Lottery product sales principally related to a decrease in sales to three U.S. customers;

·A decrease of $6.7 million in Gaming machine system sales principally related to the winding down of the Canadian replacement cycle;

·A decrease of $1.2 million related to unfavorable foreign exchange impacts.

Segment operating income

Operating income in the North America Lottery segment in 2015 increased by $108.3 million, or 145.8% ($109.3 million, or 147.1% on a constant currency basis) compared to 2014, while segment operating margin increased from 7.9% in 2014 to 17.5% in 2015.

The increase in segment operating income was principally driven by:

·An increase of $48.0 million associated with the acquisition of IGT;

·An increase of $46.6 million associated with the decrease in minimum profit level penalties;

·An increase of $37.3 million related to the increase in same store service revenue;

·A decrease of $7.5 million related to the decrease in product sales.

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International segment

Revenue in the International segment in 2015 increased by $222.4 million, or 35.3% compared to 2014, driven by a $184.1 million increase in product sales and a $38.3 million increase in service revenue. At constant currency, revenue in the International segment in 2015 increased by $332.5 million, or 52.7%.

Service revenue

Service revenue in the International segment in 2015 increased by $38.3 million, or 8.1% ($109.2 million or 23.1% at constant currency) compared to 2014.

The following table sets forth changes in service revenue for 2015 compared to 2014, on a constant currency basis:

	Service Revenue Change
	IGT	Constant		Foreign
($ thousands)	Acquisition	Currency		Currency		Change
Lottery	—	(11,481	)	(32,052	)	(43,533	)
Gaming machine	118,906	(291	)	(23,620	)	94,995
Other	—	2,097		(15,208	)	(13,111	)
	118,906	(9,675	)	(70,880	)	38,351

The principal drivers of the $38.3 million increase in service revenue were as follows:

·An increase of $118.9 million associated with the acquisition of IGT;

·A decrease in Lottery service revenue of $11.5 million principally driven by the loss of the Ireland contract;

·A decrease of $70.9 million related to unfavorable foreign exchange impacts.

85

Product sales

Product sales in the International segment in 2015 increased by $184.1 million, or 117.3% ($223.3 million, or 142.2% at constant currency) compared to 2014.

The following table sets forth changes in product sales for 2015 compared to 2014, on a constant currency basis:

	Product Sales Change
	IGT	Constant		Foreign
($ thousands)	Acquisition	Currency		Currency		Change
Lottery	—	26,091		(7,930	)	18,161
Gaming machine	137,834	14,276		(21,294	)	130,816
Other	59,320	(14,268	)	(9,935	)	35,117
	197,154	26,099		(39,159	)	184,094

The principal drivers of the $184.1 million increase in product sales were as follows:

·An increase of $197.2 million associated with the acquisition of IGT;

·An increase in Lottery sales of $26.1 million principally due to a new contract in South Africa;

·A decrease of $39.2 million related to unfavorable foreign exchange impacts.

Segment operating income

Operating income in the International segment in 2015 increased by $8.7 million, or 5.5% ($48.5 million, or 31.0% on a constant currency basis) compared to 2014, while segment operating margin decreased from 24.8% in 2014 to 19.3% in 2015.

The increase in segment operating income was principally driven by:

·An increase of $48.5 million associated with the acquisition of IGT;

·A decrease of $39.9 million related to unfavorable foreign exchange impacts.

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Italy segment

Service revenues

Service revenues in the Italy segment in 2015 decreased by $402.8 million, or 19.1% compared to 2014, driven by fluctuation in the euro/US dollar exchange rate and to a lesser extent a decrease in sports betting and commercial service revenues. The components of service revenues in the Italy segment in 2015 and 2014 are as follows:

	For the year ended
	December 31,		Change
($ thousands)	2015	2014	$		%
Service revenue
Lotto	494,048	561,109	(67,061	)	(12.0	)
Instant tickets	293,056	371,204	(78,148	)	(21.1	)
Lottery	787,104	932,313	(145,209	)	(15.6	)
Machine gaming	626,637	752,509	(125,872	)	(16.7	)
Commercial services	126,372	169,009	(42,637	)	(25.2	)
Sports Betting	112,899	187,093	(74,194	)	(39.7	)
Interactive	49,162	64,072	(14,910	)	(23.3	)
	1,702,174	2,104,996	(402,822	)	(19.1	)

The following table sets forth changes in service revenue for 2015 compared to 2014, on a constant currency basis:

	Service Revenue Change
	Constant		Foreign
($ thousands)	Currency		Currency		Change
Lotto	30,191		(97,252	)	(67,061	)
Instant tickets	(21,115	)	(57,033	)	(78,148	)
Lottery	9,076		(154,285	)	(145,209	)
Machine gaming	(5,869	)	(120,003	)	(125,872	)
Commercial Services	(18,017	)	(24,620	)	(42,637	)
Sports Betting	(51,630	)	(22,564	)	(74,194	)
Interactive Gaming	(5,333	)	(9,577	)	(14,910	)
	(71,773	)	(331,049	)	(402,822	)

The constant currency movements in service revenues for each of the core activities within the Italy segment are discussed below.

87

Lottery service revenue in the Italy segment decreased by $145.2 million, or 15.6% compared to 2014, principally driven by fluctuation in the euro/US dollar exchange rate and a decrease in service revenue from instant tickets, partially offset by an increase in service revenue from Lotto. The following table sets forth an analysis of our Lottery service revenues in the Italy segment:

Lotto

At constant currency, Lotto service revenue in 2015 increased by $30.2 million or 5.4% compared to 2014, due to an increase in core wagers which were driven by higher wagers from successful product innovation in 10eLotto. This increase was partially offset by a decrease in late number wagers as detailed below:

	For the year ended
	December 31,		Change
(€ millions)	2015	2014	Wagers		%
10eLotto wagers	4,287.0	3,618.6	668.4		18.5
Core wagers	2,449.3	2,552.0	(102.7	)	(4.0	)
Wagers for late numbers	340.3	458.7	(118.4	)	(25.8	)
	7,076.6	6,629.3	447.3		6.7

Instant tickets

At constant currency, Instant ticket service revenue in 2015 decreased by $21.1 million, or 5.7%, compared to 2014, principally due to a 6.1% decrease in the number of tickets sold which was only partially offset by a 2.2% increase in the average price point (the average value of the ticket sold), as detailed below.

	For the year ended
	December 31,				Change
	2015		2014		Amount			%
Total sales (in millions)	€	9,016.4	€	9,403.3	€	(386.9	)	(4.1	)
Total tickets sold (in millions)	1,787.1		1,902.9		(115.8		)	(6.1	)
Average price point	€	5.05	€	4.94	€	0.11		2.2

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Machine Gaming

At constant currency, Machine Gaming service revenue in 2015 decreased by $5.9 million, or 0.8% compared to 2014, primarily due to a 2.9% decrease in wagers as detailed below. The decrease in wagers was driven by a 3% decrease in VLT wagers and a 2.7% decrease in AWP Wagers. The 2.9% decrease in wagers did not result in a proportional impact on service revenues due to the increase in AWP wagers as a percentage of overall wagers, and a resulting change in the mix. In particular, due to the nature of the product, a higher proportion of AWP wagers are converted into revenue. In 2015, AWP wagers represented 44.7% of our total wagers compared to 44.6% in 2014. This change in mix had a positive impact on service revenues.

	For the year ended
	December 31,		Change
(€ millions)	2015	2014	Amount		%
VLT wagers	5,432.9	5,599.9	(167.0	)	(3.0	)
AWP wagers	4,387.9	4,510.9	(123.0	)	(2.7	)
Total wagers	9,820.8	10,110.8	(290.0	)	(2.9	)
(Installed at the end of December)
VLT’s installed (B2C)	11,115	10,956	159		1.5
VLT’s installed (B2B)	8,291	8,392	(101	)	(1.2	)
AWP machines installed	58,328	65,316	(6,988	)	(10.7	)
Total machines installed	77,734	84,664	(6,930	)	(8.2	)

Total wagers and machines installed correspond to the management of VLT’s and AWP’s under our concession.

Commercial Services

At constant currency, Commercial Services service revenue in 2015 decreased by $18.0 million, or 10.7% compared to 2014, principally due to a decrease in the number of transactions processed.

Sports Betting

At constant currency, Sports Betting service revenue in 2015 decreased by $51.6 million, or 27.6% compared to 2014, due to an increase in the payout percentage (83.7% in 2015; 80.2% in 2014) and the 3.3% decrease in wagers (as detailed below).

	For the year ended
	December 31,		Change
(€ millions)	2015	2014	Wagers		%
Fixed odds sports betting and other wagers	863.9	893.3	(29.4	)	(3.3	)

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Interactive Gaming

At constant currency, Interactive Gaming service revenue in 2015 decreased by $5.3 million, or 8.3% compared to 2014, driven by a 6.2% decrease in game wagers principally resulting from a decrease in poker wagers.

	For the year ended
	December 31,		Change
(€ millions)	2015	2014	Wagers		%
Interactive game wagers	1,699.8	1,812.2	(112.4	)	(6.2	)

Product sales

Product sales in the Italy segment amounted to $1.9 million and $3.4 million in 2015 and 2014, respectively.

Segment operating income

Operating income in the Italy segment in 2015 decreased by $157 million, or 22% compared to 2014, while segment operating margin amounted to 32.6% and 33.8% in 2015 and 2014, respectively principally driven by:

·A decrease of $126.5 million related to unfavorable foreign exchange impacts;

·A decrease of $37.4 million associated with the 27.6% reduction in sports betting service revenue;

·An decrease of $28.0 million principally associated with the stability law impact on Machine Gaming service revenues;

·An increase of $40.8 million associated with Lotto due to an increase in wagers and cost optimization.

90

Comparison of the year ended December 31, 2014 and 2013

	For the year ended
	December 31, 2014				December 31, 2013
			% of				% of
($ thousands)	$		Revenue		$		Revenue
Service revenue	3,489,969		91.5		3,460,516		90.4
Product sales	322,342		8.5		369,118		9.6
Total revenue	3,812,311		100.0		3,829,634		100.0
Cost of services	2,324,043		61.0		2,373,184		62.0
Cost of sales	190,454		5.0		223,889		5.8
Selling, general and administrative	413,001		10.8		402,264		10.5
Research and development	108,175		2.8		104,845		2.7
Restructuring expense	23,654		0.6		27,872		0.7
Impairment loss	2,597		0.1		13,604		0.4
Transaction expense, net	35,336		0.9		—		0.0
Total operating expenses	3,097,260		81.2		3,145,658		82.1
Operating income	715,051		18.8		683,976		17.9
Interest income	4,765		0.1		4,436		0.1
Equity loss, net	(2,114	)	(0.1	)	(1,326	)	0.0
Other income	7,650		0.2		6,883		0.2
Other expense	(119,129	)	(3.1	)	(14,972	)	(0.4	)
Foreign exchange loss, net	(3,786	)	(0.1	)	(2,432	)	(0.1	)
Interest expense	(262,220	)	(6.9	)	(217,128	)	(5.7	)
Total non-operating expenses	(374,834	)	(9.8	)	(224,539	)	(5.9	)
Income before income tax expense	340,217		8.9		459,437		12.0
Provision for income taxes	240,413		6.3		225,955		5.9
Net income	99,804		2.6		233,482		6.1
Less: Net income attributable to non-controlling interests	13,642		0.4		31,877		0.8
Net income attributable to IGT PLC	86,162		2.2		201,605		5.3

91

Service revenue

	For the year ended
	December 31,		Change
($ thousands)	2014	2013	$		%
Operating Segments
North America Gaming and Interactive	45,575	37,425	8,150		21.8
North America Lottery	865,023	826,936	38,087		4.6
International	473,653	481,176	(7,523	)	(1.6	)
Italy	2,104,996	2,114,257	(9,261	)	(0.4	)
	3,489,247	3,459,794	29,453		0.9
Purchase accounting	722	722	—		—
	3,489,969	3,460,516	29,453		0.9

Service revenue in 2014 increased by $29.5 million, or 0.9% compared to 2013. On a constant currency basis, service revenue in 2014 increased by $59.6 million, or 1.7% compared to 2013.

Service revenue in the North America Gaming and Interactive segment in 2014 increased by $8.2 million, or 21.8% compared to 2013. On a constant currency basis, service revenue in the North America Gaming and Interactive segment increased by $8.8 million, or 23.6% compared to 2013.

Service revenue in the North America Lottery segment in 2014 increased by $38.1 million, or 4.6%, compared to 2013. On a constant currency basis, service revenue in the North America Lottery segment increased by $38.7 million, or 4.7% compared to 2013.

Service revenue in the International segment in 2014 decreased by $7.5 million, or 1.6% compared to 2013. On a constant currency basis, service revenue in the International segment in 2014 increased by $5.7 million, or 1.2% compared to 2013.

Service revenue in the Italy segment in 2014 decreased by $9.3 million, or 0.4% compared to 2013. On a constant currency basis, service revenue in the Italy segment in 2014 increased by $6.4 million, or 0.3% compared to 2013.

Further information on the key performance drivers related to service revenues is provided in the Operating Segment Results section of this report.

92

Product sales

	For the year ended
	December 31,		Change
($ thousands)	2014	2013	$		%
North America Gaming and Interactive	86,926	154,717	(67,791	)	(43.8	)
North America Lottery	75,074	55,606	19,468		35.0
International	156,976	155,021	1,955		1.3
Italy	3,366	3,774	(408	)	(10.8	)
	322,342	369,118	(46,776	)	(13	)
Purchase accounting	—	—	—		—
	322,342	369,118	(46,776	)	(12.7	)

Product sales fluctuate from period to period due to the mix, volume and timing of product sales transactions. Product sales in 2014 decreased by $46.8 million, or 12.7% compared with 2013. On a constant currency basis, product sales in 2014 decreased by $33.7 million, or 9.1% compared to 2013.

Product sales in the North America Gaming and Interactive segment in 2014 decreased by $67.8 million, or 43.8% compared to 2013. On a constant currency basis, product sales in the North America Gaming and Interactive segment decreased by $61.8 million, or 40.0% compared to 2013.

Product sales in the North America Lottery segment in 2014 increased by $19.5 million, or 35.0% compared to 2013. On a constant currency basis, product sales in the North America Lottery segment increased by $20.2 million, or 36.3% compared to 2013.

Product sales in the International segment in 2014 increased by $2.0 million, or 1.3% compared to 2013. On a constant currency basis, product sales in the International segment increased by $8.2 million or 5.3%, compared to 2013.

Further information on the key performance drivers related to product sales is provided in the Operating Segment Results section of this report.

93

Segment operating income

	For the year ended
	December 31,				Change
($ thousands)	2014		2013		$		%
North America Gaming and Interactive	1,054		(11,154	)	12,208		109.4
North America Lottery	74,293		82,727		(8,434	)	(10.2	)
International	156,295		140,844		15,451		11.0
Italy	711,881		647,812		64,069		9.9
	943,523		860,229		83,294		9.7
Corporate support	(150,268	)	(98,138	)	(52,130	)	(53.1	)
Purchase accounting	(78,204	)	(78,115	)	(89	)	0.1
	715,051		683,976		31,075		4.5

Operating income in the North America Gaming and Interactive segment increased by $12.2 million, or 109.4% compared to 2013. On a constant currency basis, operating income in the North America Gaming and Interactive segment increased by $13.5 million, or 121.4% compared to 2013.

Operating income in the North America Lottery segment decreased by $8.4 million, or 10.2% compared to 2013. On a constant currency basis, operating income in the North America Lottery segment decreased by $8.6 million, or 10.4% compared to 2013.

Operating income in the International segment increased by $15.5 million, or 11.0% compared to 2013. On a constant currency basis, operating income in the International segment increased by $20.9 million, or 14.9% compared to 2013.

Operating income in the Italy segment increased by $64.1 million, or 9.9% compared to 2013. On a constant currency basis, operating income in the Italy segment increased by $63.3 million, or 9.8% compared to 2013.

Further information on the key performance drivers related to operating income is provided in the Operating Segment Results section of this report.

94

Transaction expense, net

	For the year ended
	December 31,			Change
($ thousands)	2014		2013	$		%
IGT acquisition costs	43,972		—	43,972		—
Gain on sale of ticketing business	(8,636	)	—	(8,636	)	—
	35,336		—	35,336		—

We incurred $44.0 million of professional fees and expenses related to the April 2015 acquisition of IGT in 2014.

In July 2014, we sold our sports and events ticketing business (“LisTicket”) to the international operator TicketOne, CTS Eventim Group for $18.6 million (€13.9 million) and recorded a gain on the sale of $8.6 million (€5.7 million).

Other expense

	For the year ended
	December 31,				Change
($ thousands)	2014		2013		$		%
Tender premium	(88,628	)	—		88,628		—
Unamortized debt issuance cost	(3,182	)	—		3,182		—
Swap gain	10,103		—		(10,103	)	—
Notes due 2016	(81,707	)	—		81,707		—
Unamortized debt issuance costs - Bridge Facility	(17,023	)	—		17,023		—
Unamortized debt issuance cost - Term loan facility and Revolver B	(3,542	)	—		3,542		—
Debt modification - Notes due 2018 and 2020	(3,931	)	—		3,931		—
Total debt related	(106,203	)	—		106,203		—
Other	(12,926	)	(14,972	)	(2,046	)	13.7
	(119,129	)	(14,972	)	104,157		>200.0

Other expense in 2014 increased by $104.2 million compared to 2013, driven by certain refinancing activities related to the acquisition of IGT, including the early extinguishment of the Notes due 2016 and the refinancing of the existing Facilities as detailed in the table above.

95

Interest expense

	For the year ended
	December 31,				Change
($ thousands)	2014		2013		$		%
Capital Securities due 2066	(85,250	)	(85,881	)	(631	)	(0.7	)
Bridge Facility	(47,577	)	—		47,577		—
5.375% Senior Notes due 2016	(45,864	)	(49,770	)	(3,906	)	(7.8	)
6.625% Senior Notes due 2018	(36,961	)	(36,861	)	100		(0.3	)
4.750% Senior Notes due 2020	(24,842	)	(24,633	)	209		0.8
Revolving Credit Facilities	(14,954	)	(15,121	)	(167	)	(1.1	)
Other	(6,772	)	(4,862	)	1,910		39.3
	(262,220	)	(217,128	)	45,092		20.8

Interest expense in 2014 increased by $45.1 million, or 20.8% compared to 2013, driven by interest expense of $47.6 million associated with the bridge facility we entered into in connection with the acquisition of IGT. Interest expense on the 5.375% Senior Notes due 2016 decreased by $3.9 million due to their early redemption on December 8, 2014. See Credit Facilities and Indebtedness section of this report for the terms of our debt instruments.

Provision for income taxes

	For the year ended
	December 31,
(€ thousands, except percentages)	2014	2013
Provision for income taxes	240,413	225,955
Income before provision for income taxes	340,217	459,437
Effective income tax rate	70.7%	49.2%

Our effective income tax rate of 70.7% in 2014 was higher than the effective income tax rate of 49.2% in the same period of the prior year principally due to Italian capital gains tax associated with the reorganization of our Italian business, a tax audit settlement in Italy and non-deductible acquisition costs on the planned acquisition of IGT.

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Operating Segment Results

The following section sets forth an overview of our revenue and operating income by operating segment.

North America Gaming and Interactive segment

Revenue in the North America Gaming and Interactive segment in 2014 decreased by $59.6 million, or 31.0% compared to 2013, driven by a decrease in product sales, partially offset by an increase in service revenue. At constant currency, revenue in the North America Gaming and Interactive segment in 2014 decreased by $53.0 million, or 27.6% compared to 2013.

Service revenue

Service revenue in the North America Gaming and Interactive segment in 2014 increased by $8.2 million, or 21.8% ($8.8 million, or 23.6% at constant currency) compared to 2013.

The following table sets forth changes in service revenue for 2014 compared to 2013, on a constant currency basis:

	Service Revenue Change
	Constant	Foreign
($ thousands)	Currency	Currency		Change
Gaming revenue	8,821	(671	)	8,150
	8,821	(671	)	8,150

Product sales

Product sales in the North America Gaming and Interactive segment in 2014 decreased by $67.8 million, or 43.8% ($61.8 million, or 40.0% at constant currency) compared to 2013.

The following table sets forth changes in product sales for year ended December 31, 2014 compared to the same period in 2013 on a constant currency basis:

	Product Sale Change
	Constant		Foreign
($ thousands)	Currency		Currency		Change
Gaming machine sales	(66,393	)	(5,197	)	(71,590	)
Non-machine sales	4,572		(773	)	3,799
	(61,821	)	(5,970	)	(67,791	)

The principal drivers of the $67.8 million decrease in product sales were as follows:

·A decrease of $66.4 million in Gaming machine sales principally related to the winding down of the Canadian replacement cycle;

·A decrease of $6.0 million related to unfavorable foreign exchange impacts.

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Segment operating income

Operating income in the North America Gaming and Interactive segment in 2014 increased by $12.2 million ($13.5 million on a constant currency basis) compared to 2013, while segment operating margin increased from (5.8%) in 2013 to 0.8% in 2014. The increase in segment operating income was principally driven by the absence in 2014 of costs incurred in 2013, associated with a reduction in employees at our Växjö Office in Sweden in October 2013, related to the outsourcing of certain interactive gaming activities previously conducted internally in Sweden.

North America Lottery segment

Revenue in the North America Lottery segment in 2014 increased by $57.6 million, or 6.5% compared to 2013, driven by a $38.1 million increase in service revenue and a $19.5 million increase in product sales. At constant currency, revenue in the North America Lottery segment in 2014 increased by $58.9 million, or 6.7% compared to 2013.

Service revenue

Service revenue in the North America Lottery segment in 2014 increased by $38.1 million, or 4.6% ($38.7 million, or 4.7% at constant currency) compared to 2013.

The following table sets forth changes in service revenue for 2014 compared to 2013, on a constant currency basis:

	Service Revenue Change
	Constant	Foreign
($ thousands)	Currency	Currency		Change
Lottery Management Services	20,301	—		20,301
Lottery	17,517	(12	)	17,505
Other	921	(640	)	281
	38,739	(652	)	38,087

The principal drivers of the $38.1 million increase in service revenue were as follows:

·An increase of $20.3 million in Lottery Management Services revenues, related to an increase of $43.2 million in service revenues principally from a full year of service revenue in 2014 from the New Jersey and Indiana agreements, which commenced operations on October 1, 2013 and July 1, 2013, respectively, partially offset by a decrease in service revenue of $22.9 million, principally related to the minimum profit level guarantee in Illinois;

·An increase in Lottery service revenue of $17.5 million driven by:

·An increase of $9.3 million due to contractual rate changes with customers in the United States;

·An increase of $5.6 million from new contracts in Colorado and Indiana;

·A decrease of $0.7 million related to unfavorable foreign exchange impacts.

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Product sales

Product sales in the North America Lottery segment in 2014 increased by $19.5 million, or 35.0% ($20.2 million, or 36.3% at constant currency) compared to 2013.

The following table sets forth changes in product sales for the year ended December 31, 2014, compared to the same period in 2013 on a constant currency basis:

	Product Sales Change
	Constant	Foreign
($ thousands)	Currency	Currency		Change
Lottery	16,553	(61	)	16,492
Gaming (Non-machine sales)	3,631	(655	)	2,976
	20,184	(716	)	19,468

The principal drivers of the $19.5 million increase in product sales were as follows:

·An increase of $16.6 million in Lottery product sales, principally to a customer in the United States;

·An increase of $3.6 million in non-machine sales principally to a customer in Canada;

·A decrease of $0.7 million related to unfavorable foreign exchange impacts.

Segment operating income

Operating income in the North America Lottery segment in 2014 decreased by $8.4 million, or 10.2% ($8.6 million, or 10.4% on a constant currency basis) compared to 2013, while segment operating margin decreased from 9.4% in 2013 to 7.9% in 2014.

The decrease in segment operating income was principally driven by:

·A decrease of $22.9 million associated with minimum profit level guarantee penalties related to the Lottery Management Service agreement in Illinois;

·An increase of $11.3 million associated with the increase in lottery product sales.

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International segment

Revenue in the International segment in 2014 decreased by $5.6 million, or 0.9% compared to 2013, driven by a $7.5 million decrease in service revenue, partially offset by a $2.0 million increase in product sales. At constant currency, revenue in the International segment in 2014 increased by $13.9 million, or 2.2%.

Service revenue

Service revenue in the International segment in 2014 decreased by $7.5 million, or 1.6% (an increase of $5.7 million or 1.2% at constant currency) compared to 2013.

The following table sets forth changes in service revenue for 2014 compared to 2013, on a constant currency basis:

	Service Revenue Change
	Constant		Foreign
($ thousands)	Currency		Currency		Change
Lottery	(14,113	)	(6,380	)	(20,493	)
Machine Gaming	4,986		(2,612	)	2,374
Other	14,788		(4,192	)	10,596
	5,661		(13,184	)	(7,523	)

The principal drivers of the $7.5 million decrease in service revenue were as follows:

·A decrease in Lottery service revenue of $14.1 million driven by a change in contract terms with a European lottery customer, which lowered revenue but increased profit;

·An increase in Other service revenue of $14.8 million driven by an increase in commercial service revenues, principally in Chile and Colombia;

·A decrease of $13.2 million related to unfavorable foreign exchange impacts.

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Product sales

Product sales in the International segment in 2014 increased by $2.0 million, or 1.3% ($9.7 million, or 6.3% at constant currency) compared to 2013.

The following table sets forth changes in product sales for 2014 compared to 2013, on a constant currency basis:

	Product Sales Change
	Constant		Foreign
($ thousands)	Currency		Currency		Change
Lottery	11,022		(5,122	)	5,900
Machine Gaming	(9,065	)	(1,361	)	(10,426	)
Other	7,788		(1,307	)	6,481
	9,745		(7,790	)	1,955

The principal drivers of the $2.0 million increase in product sales were as follows:

·An increase in Lottery sales of $11.0 million due to a sale to our customer in Belgium, partially offset by the absence of prior year sales to customers in New Zealand, Singapore and Turkey;

·A decrease of $7.8 million related to unfavorable foreign exchange impacts.

Segment operating income

Operating income in the International segment in 2014 increased by $15.5 million, or 11.0% ($20.9 million, or 14.9% on a constant currency basis) compared to 2013, while segment operating margin increased from 22.1% in 2013 to 24.8% in 2014.

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Italy segment

Service revenues

Service revenue in the Italy segment in 2014 decreased by $9.3 million, or 0.4% (an increase of $6.4 million or 0.3% at constant currency) compared to 2013. The components of service revenues in the Italy segment in 2014 and 2013 are as follows:

	For the year ended
	December 31,		Change
($ thousands)	2014	2013	$		%
Service revenue
Lotto	561,109	542,492	18,617		3.4
Instant tickets	371,204	384,197	(12,993	)	(3.4	)
Lottery	932,313	926,689	5,624		0.6
Machine Gaming	752,509	773,297	(20,788	)	(2.7	)
Sports Betting	187,093	167,383	19,710		11.8
Commercial Services	169,009	175,958	(6,949	)	(3.9	)
Interactive Gaming	64,072	70,930	(6,858	)	(9.7	)
	2,104,996	2,114,257	(9,261	)	(0.4	)

The following table sets forth changes in service revenue for 2014 compared to 2013, on a constant currency basis:

	Service Revenue Change
	Constant		Foreign
($ thousands)	Currency		Currency		Change
Lotto	23,093		(4,476	)	18,617
Instant tickets	(9,475	)	(3,518	)	(12,993	)
Lottery	13,618		(7,994	)	5,624
Machine Gaming	(14,197	)	(6,591	)	(20,788	)
Sports Betting	19,438		272		19,710
Commercial Services	(6,128	)	(821	)	(6,949	)
Interactive Gaming	(6,364	)	(494	)	(6,858	)
	6,367		(15,628	)	(9,261	)

The constant currency movements in service revenues for each of the core activities within the Italy segment are discussed below.

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Lotto

At constant currency, Lotto service revenue in 2014 increased by $23.1 million or 4.3% compared to 2013, due to an increase in core wagers which were driven by higher wagers from successful product innovation in 10eLotto. This increase was partially offset by a decrease in late number wagers as detailed below:

	For the year ended
	December 31,		Change
(€ millions)	2014	2013	Wagers		%
10eLotto	3,618.6	2,970.9	647.7		21.8
Core wagers	2,552.0	2,707.6	(155.6	)	(5.7	)
Wagers for late numbers	458.7	654.2	(195.5	)	(29.9	)
	6,629.3	6,332.7	296.6		4.7

Instant tickets

At constant currency, Instant ticket service revenue in 2014 decreased by $9.5 million, or 2.5%, compared to 2013, principally due to a 3.4% decrease in the number of tickets sold which was only partially offset by a 1.6% increase in the average price point (the average value of the ticket sold), as detailed below.

	For the year ended
	December 31,				Change
	2014		2013		Amount			%
Total sales (€ millions)		9,403.3		9,573.8		(170.5	)	(1.8	)
Total tickets sold (€ millions)	1,902.9		1,970.8		(67.9		)	(3.4	)
Average price point (€)		4.94		4.86		0.08		1.6

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Machine Gaming

At constant currency, Machine Gaming service revenue in 2014 decreased by $14.2 million, or 1.8% compared to 2013, primarily due to an 8% decrease in wagers as detailed below. The decrease in wagers was driven by a 13.3% decrease in VLT wagers and a 0.5% decrease in AWP Wagers. The 8% decrease in wagers did not result in a proportional impact on service revenues due to the increase in AWP wagers as a percentage of overall wagers, and a resulting change in the mix. In particular, due to the nature of the product, a higher proportion of AWP wagers are converted into revenue. In 2014, AWP wagers represented 44.6% of our total wagers compared to 41.2% in 2013. This change in mix had a positive impact on service revenues.

	For the year ended
	December 31,		Change
(€ millions)	2014	2013	Amount		%
VLT wagers	5,599.9	6,458.5	(858.6	)	(13.3	)
AWP wagers	4,510.9	4,532.4	(21.5	)	(0.5	)
Total wagers	10,110.8	10,990.9	(880.1	)	(8.0	)
(Installed at the end of December)
VLT’s installed (B2C)	10,956	10,596	360		3.4
VLT’s installed (B2B)	8,392	7,702	690		9.0
AWP machines installed	65,316	70,203	(4,887	)	(7.0	)
Total machines installed	84,664	88,501	(3,837	)	(4.3	)

Total wagers and machines installed correspond to the management of VLT’s and AWP’s under our concession.

Sports Betting

At constant currency, Sports Betting service revenue in 2014 increased by $19.4 million, or 11.6% compared to 2013, principally due to the 14.7% increase in wagers (as detailed below), including the introduction of virtual betting in the first quarter of 2014, which was offset by an increase in the payout percentage (80.2% in 2014; 79.4% in 2013).

	For the year ended
	December 31,		Change
(€ millions)	2014	2013	Wagers	%
Fixed odds sports betting and other wagers	893.3	778.5	114.8	14.7

Commercial Services

At constant currency, Commercial Services service revenue in 2014 decreased by $6.1 million, or 3.5%, compared to 2013, principally due to a decrease in the number of transactions processed.

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Interactive Gaming

At constant currency, Interactive Gaming service revenue in 2014 decreased by $6.4 million, or 9.0%, compared to 2013, driven by a 9% decrease in game wagers principally resulting from a decrease in poker wagers.

	For the year ended
	December 31,		Change
(€ millions)	2014	2013	Wagers		%
Interactive game wagers	1,812.2	1,990.9	(178.7	)	(9.0	)

Product sales

Product sales in the Italy segment amounted to $3.4 million and $3.8 million in 2014 and 2013, respectively.

Segment operating income

Operating income in the Italy segment in 2014 increased by $64.1 million, or 9.9% ($63.3 million, or 9.8% on a constant currency basis) compared to 2013, while segment operating margin amounted to 33.8% and 30.6% in 2014 and 2013, respectively, principally driven by:

·An increase of $40.5 million (€30 million) associated with the absence of the 2013 Machine Gaming settlement of AWP litigation in 2013;

·An increase of $32.2 million associated with Lotto due to an increase in wagers and cost optimization.

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B.Liquidity and Capital Resources

Our business is capital intensive and therefore we require liquidity in order to meet our obligations and fund our growth. Historically, our primary sources of liquidity have been cash flows from operations and, to a lesser extent, cash proceeds from financing activities, including amounts available under our Revolving Credit Facilities. In addition to our general working capital and operational needs, our liquidity requirements arise primarily from our need to meet debt service requirements and to fund capital expenditures. We also require liquidity to fund any acquisitions and associated costs. Our cash flows generated from operating activities together with our cash flows generated from financing activities have historically been sufficient to meet our liquidity requirements.

We believe our ability to generate cash from operations to reinvest in our business, primarily due to the long-term nature of our contracts, is one of our fundamental financial strengths. Combined with funds currently available and committed borrowing capacity, we expect to have sufficient liquidity to meet our financial obligations and working capital requirements in the ordinary course of business for at least the next twelve 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.

At December 31, 2015 and December 31, 2014, our total available liquidity was $2.7 billion and $1.9 billion, respectively. The following table summarizes our total available liquidity:

	December 31,
$ thousands	2015	2014
Revolving Credit Facilities	2,087,655	1,534,870
Cash and cash equivalents	627,484	317,106
Term Loan Facilities due 2019	—	—
Total Liquidity	2,715,139	1,851,976

The Revolving Credit Facilities 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 our liquidity or capital resources. As of December 31, 2015, the borrowers under the Revolving Credit facilities were in compliance with all of the covenants.

Our liquidity is principally denominated in euros and U.S. dollars. The following table summarizes our cash balances in US$ at December 31, 2015 and December 31, 2014:

	December 31, 2015		December 31, 2014
in thousands	$	%	$	%
U.S. Dollars	288,502	46%	101,014	32%
Euros	162,847	26%	137,684	43%
Other currencies	176,135	28%	78,408	25%
Total cash	627,484	100%	317,106	100%

We hold insignificant amounts of cash in countries where there may be restrictions on transfer due to regulatory or governmental bodies. Based on our review of such transfer restrictions and the cash balances held in such territories, we do not believe such transfer restrictions have an adverse impact on

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our ability to meet liquidity requirements at the dates represented above.

To further support our liquidity requirements, in 2015 we sold various assets including our Las Vegas campus, certain jackpot annuities and other assets totaling $230.6 million. In addition, in 2014 and 2013 we entered into two agreements with major European financial institutions to sell certain accounts receivable on a non-recourse basis, from our Italy segment’s Scratch & Win and Commercial Services concessions. The agreements have a three- and five-year duration, respectively, and are subject to early termination by either party. The aggregate amount of outstanding accounts receivables is limited to a maximum amount of €300 million and €150 million for the Scratch & Win and Commercial Services concessions, respectively. At December 31, 2015 and 2014, the following receivables had been sold:

	December 31, 2015		December 31, 2014
in thousands	Euro	$	Euro	$
Scratch & Win	179,904	195,862	116,023	140,863
Commercial services	60,265	65,611	41,598	50,504
	240,169	261,473	157,621	191,367

We paid dividends of $209.6 million, $177.6 million and $163.8 million in 2015, 2014 and 2013, respectively.

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Summary Statements of Cash Flows

The following table summarizes our statements of cash flows. A complete statement of cash flows is provided in the Consolidated Financial Statements included herein.

Comparison of the Year Ended December 31, 2015, 2014 and 2013

	For the year ended December 31,
($ thousands)	2015		2014		2013
Cash flows before changes in operating assets and liabilities	1,039,464		890,659		863,841
Changes in operating assets and liabilities, net of acquisition	(253,467	)	175,251		(130,282	)
Net cash flows provided by operating activities	785,997		1,065,910		733,559
Acquisition of IGT, net of cash acquired	(3,241,415	)	—		—
Capital expenditures	(402,634	)	(335,220	)	(476,705	)
Other investing activities, net	282,526		15,095		14,375
Net cash flows used in investing activities	(3,361,523	)	(320,125	)	(462,330	)
Proceeds from issuance of long-term debt	6,521,991		897,115		—
Proceeds from interest rate swaps	67,773		15,294		—
Capital increase - non-controlling interest	9,049		7,789		95,191
Treasury shares purchased	—		(53,160	)	—
Acquisition of non-controlling interest	—		(99,726	)	—
Net (payments of) receipts from financial liabilities	(21,539	)	58,911		—
Payments in connection with note consents	(29,022	)	(6,773	)	—
Dividends paid - non-controlling interest	(29,156	)	(45,561	)	(44,323	)
Return of capital - non-controlling interest	(30,568	)	(74,441	)	(52,200	)
Payments on bridge facility	(51,409	)	(63,999	)	—
Payments made in connection with early extinguishment of debt	(79,526	)	(88,628	)	—
Debt issuance costs paid	(84,859	)	(23,542	)	(5,787	)
Dividends paid	(209,589	)	(177,608	)	(163,774	)
Payments to withdrawing shareholders	(407,759	)	—		—
Principal payments on long-term debt	(2,714,867	)	(1,295,575	)	(140,558	)
Other	(20,353	)	(9,030	)	247
Net cash flows provided by (used in) financing activities	2,920,166		(958,934	)	(311,204	)
Net cash flows	344,640		(213,149	)	(39,975	)

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The following table sets forth the movements in operating assets and liabilities:

	For the year ended December 31,
($ thousands)	2015		2014		2013
Accrued expenses	(170,381	)	(474	)	14,706
Income taxes payable	(160,299	)	29,148		(3,370	)
Other current assets	(73,059	)	(13,175	)	(11,045	)
Accounts payable	(53,762	)	(20,184	)	(43,098	)
Jackpot liabilities	(35,188	)	—		—
Employee compensation	(29,828	)	(8,621	)	2,355
Deferred revenue	(22,116	)	(25,911	)	28,951
Taxes other than income taxes	(17,507	)	(4,413	)	(1,238	)
Other non-current liabilities	(4,629	)	5,676		7,385
Provisions	(2,782	)	(1,152	)	(2,671	)
Non-current financial liabilities	(797	)	4,323		(2,300	)
Inventories	72		3,620		19,084
Advance billings	223		7,020		(4,145	)
Other	3,476		(29	)	(2,686	)
Current financial liabilities	6,541		(33,100	)	6,266
Advance payments from customers	11,286		1,181		(39,451	)
Other current liabilities	11,703		56,428		5,960
Current financial assets	18,758		(2,108	)	(3,510	)
Other non-current assets	49,193		4,510		47,110
Accrued interest payable	52,139		1,903		15,933
Non-current financial assets	80,272		(649	)	(383	)
Trade and other receivables	83,218		171,258		(164,135	)
Net cash flows	(253,467	)	175,251		(130,282	)

Analysis of Cash Flows

Net Cash Flows From Operating Activities

During 2015, we generated $786 million of net cash flows from operating activities, a decrease of $279.9 million compared to the same period in 2014, principally due to the payment of transaction costs and pre-acquisition liabilities related to the acquisition of IGT, along with an increase in interest payments on debt incurred to finance the acquisition of IGT.

During 2014, we generated $1.066 billion of net cash flows from operating activities, an increase of $332.4 million compared to the same period in 2013, principally due to a decrease in Lottery receivables within the Italy segment primarily due to factoring and a decrease in sales compared to 2013.

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Net Cash Flows Used In Investing Activities

During 2015, 2014, and 2013, we used $3.4 billion, $320.1 million, and $462.3 million, respectively, of net cash flows in investing activities.

Investing activities for the year ended December 31, 2015

·We invested $3.2 billion to acquire IGT;

·We invested $402.6 million in capital expenditures, further details of which follow;

·We received $230.6 million, net from the sale of various assets including our Las Vegas campus, certain jackpot annuities and other assets.

Investing activities for the year ended December 31, 2014

·We invested $335.2 million in capital expenditures, further details of which follow.

Investing activities for the year ended December 31, 2013

·We invested $476.7 million in capital expenditures, further details of which follow.

Net cash flows used in Financing Activities

During 2015, 2014, and 2013, net cash flows provided by (used in) financing activities were $2.9 billion, ($958.9) million, and ($311.2) million, respectively.

Financing activities for the year ended December 31, 2015

·We borrowed $6.5 billion in connection with the acquisition of IGT;

·We paid $29.2 million of dividends and returned $30.6 million of capital to non-controlling shareholders;

·We paid $51.4 million of fees related to our 364-day senior bridge term loan credit facility we entered into in July 2014 in connection with our planned acquisition of IGT;

·We paid a make whole and fees totaling $79.5 million in connection with the redemption of a portion of the Capital Securities;

·We paid $84.9 million in debt issuance costs in connection with Senior Unsecured Notes issued in connection with the acquisition of IGT;

·We paid dividends of $209.6 million to shareholders;

·We made payments to withdrawing shareholders of $407.8 million;

·We made principal payments on long-term debt of $2.7 billion, principally composed of the following:

·Early redemption of $796.4 million of Capital Securities;

·Net payments of $716.7 million on Revolving Credit Facilities;

·Payment of $585 million on legacy IGT facilities;

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·Early redemption of $439 million of 5.350% Senior Secured Notes due October 2023;

·Early redemption of $175.9 million of 5.50% Senior Secured Notes due June 2020.

Financing activities for the year ended December 31, 2014

·We made net payments on long-term debt of $398.5 million. In November 2014, we entered into a senior facilities agreement (“RCF Senior Facilities Agreement”) with a syndicate of financial institutions that, as amended, provides for a $1.8 billion multicurrency revolving credit facility for IGT PLC and IGT Global Solutions Corporation and a €1,050 million multicurrency revolving credit facility for IGT PLC and Lottomatica Holding S.r.l. (collectively the “Revolving Credit Facilities”). With proceeds from the Revolving Credit Facilities, we repaid outstanding amounts due under our prior senior facilities agreement and the redemption price of the Legacy GTECH 2016 Notes due 2016, in November 2014 and December 2014, respectively;

·We paid dividends of $177.6 million (€130.5 million; €0.75 per share) to shareholders for calendar 2013 results;

·In connection with the redemption of the Legacy GTECH 2016 Notes due 2016, we paid a $88.6 million tender premium to note holders;

·In March 2014, we acquired from UniCredit S.p.A. (“UniCredit”), through the exercise of a call option, the entire 12.5% interest held by UniCredit in SW Holding S.p.A. (“SW”) for cash consideration of $99.7 million, including transaction costs. In 2010, through its investment in SW, UniCredit had made an indirect equity investment in Lotterie Nazionali S.r.l. (“LN”), a majority-owned IGT PLC subsidiary that holds an instant ticket concession license in Italy. IGT PLC’s direct and indirect ownership in LN increased from 51.5% to 64% as a result of the buyout of UniCredit’s interest;

·We returned $74.4 million of capital and paid $45.6 million of dividends to non-controlling shareholders;

·We paid $64.0 million of fees related to our 364-day senior bridge term loan credit facility we entered into in July 2014 in connection with our acquisition of IGT;

·We paid $53.2 million to purchase 2,183,503 shares of our Company’s stock.

Financing activities for the year ended December 31, 2013

·We paid dividends of $163.8 million (€125.9 million; €0.73 per share) to shareholders for calendar 2012 results;

·We returned $52.2 million of capital and paid $44.3 million of dividends to non-controlling shareholders;

·We received capital contributions of $95.2 million from our partners in Northstar New Jersey Lottery Group, LLC and Northstar Lottery Group, LLC.

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Capital Expenditures

Capital expenditures are principally composed of investments for the period in systems, equipment and other assets related to contracts, property, plant and equipment, intangible assets, other assets and investments in associates as shown in our cash flow statement. The table below sets forth a breakdown of total capital expenditures for the periods indicated:

	For the year ended December 31,
($ thousands)	2015		2014		2013
Operating Segments
North America Gaming and Interactive	(92,673	)	(32,065	)	(20,970	)
North America Lottery	(141,514	)	(111,325	)	(217,978	)
International	(94,643	)	(69,587	)	(71,798	)
Italy	(62,186	)	(118,749	)	(164,408	)
	(391,016	)	(331,726	)	(475,154	)
Corporate Support	(11,618	)	(3,494	)	(1,551	)
	(402,634	)	(335,220	)	(476,705	)

North America Gaming and Interactive

Capital expenditures for the year ended December 31, 2015 of $92.7 million principally consist of:

·Investments in systems, equipment and other assets related to North America contracts of $74.4 million;

·Investments in property, plant and equipment of $8.4 million;

·Investments in intangible assets of $9.8 million related to interactive offerings.

Capital expenditures for the year ended December 31, 2014 of $32.1 million principally consist of:

·Investments in systems, equipment and other assets related to North America contracts of $20 million;

·Investments in property, plant and equipment of $5.4 million;

·Investments in intangible assets of $6.6 million related to interactive offerings.

Capital expenditures for the year ended December 31, 2013 of $21 million principally consist of:

·Investments in systems, equipment and other assets related to North America contracts of $10.5 million;

·Investments in property, plant and equipment of $8.4 million;

·Investments in intangible assets of $2.1 million related to interactive offerings.

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North America Lottery

Capital expenditures for the year ended December 31, 2015 of $141.5 million principally consist of:

·Investments in systems, equipment and other assets related to contracts of $86.9 million, including systems and equipment deployed in Missouri, Minnesota and Tennessee;

·Investment in Lottery Management Services agreements in Indiana and New Jersey totaling $33.7 million.

Capital expenditures for the year ended December 31, 2014 of $111.3 million principally consist of:

·Investments in systems, equipment and other assets related to contracts of $108.5 million including systems and equipment deployed in Colorado, Tennessee, New Jersey, Ontario, Texas and Florida.

Capital expenditures for the year ended December 31, 2013 of $218 million principally consist of:

·Investment in systems, equipment and other assets related to contracts of $94.6 million including systems and equipment deployed in California, Indiana, Georgia, Texas, New Jersey, Illinois, Rhode Island and New York;

·Investments in other assets of $120 million related to the upfront payment required under the Services Agreement that Northstar New Jersey Lottery Group, LLC signed with the State of New Jersey, Department of the Treasury, Division of Purchase and Property and Division of Lottery in June 2013 to manage a wide range of the lottery’s marketing, sales, and related functions.

International

Capital expenditures for the year ended December 31, 2015 of $94.6 million principally consist of:

·Investment in systems, equipment and other assets related to contracts of $86.9 million including systems and equipment deployed in Mexico, Greece, Colombia, the Czech Republic and Jamaica.

Capital expenditures for the year ended December 31, 2014 of $69.6 million principally consist of:

·Investments in systems, equipment and other assets related to contracts of $43.7 million including systems and equipment deployed in Trinidad and Tobago, the United Kingdom, Greece, Colombia and Poland;

·The May 2014 acquisition of Probability Plc, a mobile gaming solutions company, of which $24.2 million of the $28.5 million purchase price was allocated to the International segment.

Capital expenditures for the year ended December 31, 2013 of $71.8 million principally consist of:

·Investments in systems, equipment and other assets related to contracts of $43.5 million including systems and equipment deployed in the United Kingdom, Beijing, China, Slovakia, Costa Rica and Colombia;

·An investment of $26.4 million for a 30% share of Yeonama Holdings Co. Limited, a shareholder in Emma Delta Limited, the fund that holds a 33% interest in OPAP S.A., the Greek gaming and football betting operator.

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Italy

Capital expenditures for the year ended December 31, 2015 of $62.2 million principally consist of:

·Investments in intangible assets of $28.1 million principally related to software and concessions and licenses;

·Investments in systems, equipment and other assets related to contracts of $22.4 million principally for Machine Gaming, Lotto and Sports Betting;

·Acquisitions of $9.8 million.

Capital expenditures for the year ended December 31, 2014 of $118.7 million principally consist of:

·Investments in systems, equipment and other assets related to contracts of $78.9 million principally related to the expansion of systems in Machine Gaming, Sports Betting and Lotto;

·Investments in intangible assets of $25.3 million principally related to software and concessions and licenses;

·The May 2014 acquisition of Probability Plc, a mobile gaming solutions company, of which $4.3 million of the purchase price of $28.5 million was allocated to the Italy segment.

Capital expenditures for the year ended December 31, 2013 of $164.4 million principally consist of:

·Investments in systems, equipment and other assets related to contracts of $95.8 million principally for Machine Gaming, Lotto and Sports Betting;

·Investments in intangible assets of $54.8 million principally related to sports betting rights, concessions and licenses and software.

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Credit Facilities and Indebtedness

	December 31,
$ thousands	2015	2014
6.250% Senior Secured Notes due 2022	1,468,875	—
6.500% Senior Secured Notes due 2025	1,084,249	—
4.750% Senior Secured Notes due 2023	912,418	—
4.125% Senior Secured Notes due 2020	752,212	—
5.625% Senior Secured Notes due 2020	592,245	—
Senior Secured Notes	4,809,999	—
6.625% Senior Secured Notes due 2018	533,915	590,557
4.750% Senior Secured Notes due 2020	520,649	575,270
Legacy GTECH Notes	1,054,564	1,165,827
7.500% Senior Secured Notes due 2019	530,009	—
5.500% Senior Secured Notes due 2020	126,833	—
5.350% Senior Secured Notes due 2023	61,303	—
Legacy IGT Notes	718,145	—
Term Loan Facilities due 2019	866,785	—
Revolving Credit Facilities due 2019	834,968	876,505
Capital Securities due 2066	49,472	54,975
Other	80	1,764
Long-term debt, less current portion	8,334,013	2,099,071
Current portion of long-term debt	160	849,600
Short-term borrowings	—	10,800
Total Debt	8,334,173	2,959,471

Senior Secured Notes

In April 2015, IGT PLC issued five series of senior secured notes (the “Senior Secured Notes”). The original principal amounts of and the proceeds received by IGT PLC from the issuance of the Senior Secured Notes were as follows (in thousands):

Senior Secured Notes	Original Principal Amount		Proceeds (in U.S. Dollars)	Effective Interest Rate
6.250% Senior Secured Notes due 2022	$	1,500,000	1,500,000	6.52%
6.500% Senior Secured Notes due 2025	$	1,100,000	1,100,000	6.71%
4.750% Senior Secured Notes due 2023	€	850,000	919,190	4.98%
4.125% senior secured notes due 2020	€	700,000	756,980	4.47%
5.625% Senior Secured Notes due 2020	$	600,000	600,000	5.98%
Total proceeds			4,876,170

Principal amounts in euro were converted to U.S. dollars using the exchange rate in effect on April 7, 2015.

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IGT PLC used the net proceeds from the issuance of the Senior Secured Notes to fund the cash portion of the merger consideration for the Subsidiary Merger and to pay certain costs associated with the Mergers.

Interest on the Senior Secured Notes at the rates per annum set forth in the table above is payable semi-annually in arrears.

The Senior Secured Notes are rated Ba2 and BB+ by Moody’s Investor Service (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”), respectively.

The Senior Secured Notes are guaranteed by certain subsidiaries of IGT PLC and are secured by certain assets of IGT PLC and its subsidiaries.

IGT PLC may redeem the Senior Secured Notes in whole or in part at any time prior to certain specified dates that range from November 15, 2019 through August 15, 2024 at 100% of their principal amount together with accrued and unpaid interest plus an applicable “make whole” premium. After such dates, IGT PLC may redeem the Senior Secured Notes in whole or in part at 100% of their principal amount together with accrued and unpaid interest. IGT PLC may also redeem the Senior Secured Notes in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events. In addition, upon the occurrence of certain events, IGT PLC will be required to offer to repurchase all of the Senior Secured Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest.

The Senior Secured Notes contain customary covenants and events of default. As of December 31, 2015, IGT PLC was in compliance with all of the covenants.

Legacy GTECH Notes

In December 2010, GTECH S.p.A. (“GTECH”), issued €500 million ($544.4 million at the December 31, 2015 exchange rate) of 5.375% senior notes due 2018 (the “Legacy GTECH 2018 Notes”) and in December 2012, GTECH issued €500 million ($544.4 million at the December 31, 2015 exchange rate) of 3.500% senior notes due 2020 (the “Legacy GTECH 2020 Notes” and together with the Legacy GTECH 2018 Notes, the “Legacy GTECH Notes”).

In October 2014, GTECH solicited the holders of the Legacy GTECH Notes to approve proposals by extraordinary resolutions to: (1) approve the Holdco Merger and certain related transactions generally and in accordance with and for the purposes of any applicable statutory or court creditor process, (2) agree that no put event was deemed to occur as a result of or in connection with the Holdco Merger and such related transactions and (3) waive any and all events of default, potential events of default and any other breach of the conditions of the Legacy GTECH Notes that had been, were or may have been, within the period of 12 months from the passing of the extraordinary resolutions, triggered by or in connection with the Holdco Merger or such related transactions. In November 2014, holders of the requisite principal amounts of the Legacy GTECH Notes passed extraordinary resolutions approving the proposals. GTECH paid an aggregate of $39 million (€31.3 million) in consent fees to the relevant holders of the Legacy GTECH Notes in connection therewith.

In January 2015, Moody’s and S&P downgraded the ratings of the Legacy GTECH Notes from Baa3 and BBB- to Ba2 and BB+, respectively. As a result, the interest rate on the Legacy GTECH 2018 Notes was increased to 6.625% per annum effective February 2, 2015 and the interest rate on the Legacy GTECH 2020 Notes was increased to 4.750% per annum effective March 5, 2015. Interest on the Legacy GTECH Notes at such rates is payable annually in arrears. The interest rates on the Legacy GTECH Notes are subject to a 1.25% per annum decrease in the event of an upgrade in their ratings by Moody’s and S&P.

As a result of the Holdco Merger, IGT PLC became the issuer of the Legacy GTECH Notes.

The Legacy GTECH Notes are guaranteed by certain subsidiaries of IGT PLC and are secured by certain

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assets of IGT PLC and its subsidiaries.

IGT PLC may redeem the Legacy GTECH Notes in whole but not in part, at the greater of:

·100% of their principal amount together with any accrued and unpaid interest, or

·at an amount specified in the terms and conditions of the Legacy GTECH Notes.

IGT PLC may also redeem the Legacy GTECH Notes in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events. In addition, upon the occurrence of certain events, IGT PLC may be required to redeem the Legacy GTECH Notes in whole or in part at 100% of their principal amount plus accrued and unpaid interest.

At December 31, 2015, the effective interest rate on the legacy GTECH Notes due 2018 and Legacy GTECH Notes due 2020 was 7.74% and 6.00%, respectively. At December 31, 2014, the effective interest rate on the legacy GTECH Notes due 2018 and Legacy GTECH Notes due 2020 was 5.59% and 3.76%, respectively.

The Legacy GTECH Notes contain customary covenants and events of default. As of December 31, 2015 and 2014, IGT PLC was in compliance with all of the covenants.

Legacy IGT Notes

In June 2009, International Game Technology, a Nevada corporation (“IGT”), issued $500 million 7.500% senior notes due 2019 (the “Legacy IGT 2019 Notes”), in June 2010, IGT issued $300 million 5.500% senior notes due 2020 (the “Legacy IGT 2020 Notes”) and in September 2013, IGT issued $500 million 5.350% senior notes due 2023 (the “Legacy IGT 2023 Notes” and together with the Legacy IGT 2019 Notes and the Legacy IGT 2020 Notes, the “Legacy IGT Notes”).

As a result of the change in control of IGT which occurred as a result of the Subsidiary Merger, IGT was required to offer to purchase the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes for a purchase price equal to 101% of the principal plus any accrued and unpaid interest. In April 2015, IGT made the required offers to purchase and solicited the consent of the holders of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes to an amendment to the financial reporting covenant of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes. In May 2015, holders of $175.9 million of the Legacy IGT 2020 Notes tendered their notes for purchase and holders of $439.4 million of the Legacy IGT 2023 Notes tendered their notes for purchase and requisite holders of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes consented to the amendment. IGT accepted all of the Legacy IGT 2020 Notes and all of the Legacy IGT 2023 Notes tendered for purchase and paid an aggregate of $621.4 million to the relevant holders of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes in connection therewith.

Interest on the Legacy IGT Notes at the rates per annum set forth in the table above is payable semi-annually in arrears.

The Legacy IGT Notes were rated Ba2 and BB+ by Moody’s and S&P, respectively, at December 31, 2015.

The Legacy IGT Notes are guaranteed by IGT PLC and certain of its subsidiaries and are secured by certain assets of IGT and its subsidiaries.

IGT may redeem the Legacy IGT Notes in whole but not in part, at the greater of:

·100% of their principal amount together with any accrued, and

·unpaid interest and a make-whole premium.

In addition, upon the occurrence of certain events, IGT will be required to offer to repurchase all of the Legacy IGT Notes at a price equal to 100% of their principal amount and accrued and unpaid interest.

At December 31, 2015, the effective interest rate on the Legacy IGT 2019 Notes, Legacy IGT 2020 Notes and Legacy IGT 2023 Notes was 5.67%, 4.88% and 5.47%, respectively.

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The Legacy IGT Notes contain customary covenants and events of default. As of December 31, 2015, IGT was in compliance with all of the covenants.

Term Loan Facilities

In January 2015, GTECH entered into a senior term loan facilities agreement (“TLF Senior Facilities Agreement”) with a syndicate of financial institutions that provides for two (2) €400 million ($435.5 million at the December 31, 2015 exchange rate) term loan facilities maturing in 2019 (the “Term Loan Facilities”). Upon the completion of the Holdco Merger, IGT PLC became the borrower under one of the Term Loan Facilities and a subsidiary of IGT PLC became the borrower under the other of the Term Loan Facilities.

IGT PLC used the proceeds of the Term Loan Facilities to repay borrowings under the Revolving Credit Facilities (as defined below).

Interest on the Term Loan Facilities is payable between one and six months in arrears at rates equal to the applicable LIBOR or EURIBOR plus a margin based on IGT PLC’s long-term ratings by Moody’s and S&P. At December 31, 2015, the effective interest rate on the Term Loan Facilities was 1.9%.

The Term Loan Facilities are guaranteed by IGT PLC and certain of its subsidiaries and are secured by certain assets of IGT PLC and its subsidiaries.

Upon the occurrence of certain events, the borrowers may be required to prepay the Term Loan Facilities in full. The TLF Senior Facilities 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. As of December 31, 2015, the borrowers under the Term Loan Facilities were in compliance with all of the covenants.

Revolving Credit Facilities

In November 2014, GTECH and IGT Global Solutions Corporation entered into a senior facilities agreement (“RCF Senior Facilities Agreement”) with a syndicate of financial institutions that provided for the following multi-currency revolving credit facilities (the “Revolving Credit Facilities”):

Maximum
Borrowing
Available		Facility	Borrower
$	1,800,000	Revolving Credit Facility A	IGT PLC, IGT and IGT Global Solutions Corporation
€	1,050,000	Revolving Credit Facility B	IGT PLC and Lottomatica Holding S.r.l.

In April 2015, the RCF Senior Facilities Agreement was amended to increase the maximum principal amount of Revolving Credit Facility A from $1.5 billion to $1.8 billion and Revolving Credit Facility B from €850 million ($925.4 million at the December 31, 2015 exchange rate) to €1.05 billion ($1.14 billion at the December 31, 2015 exchange rate).

The borrowers may utilize the Revolving Credit Facilities for letters of credit up to certain sub-limits and Revolving Credit Facility A for U.S. dollar swingline loans.

Proceeds from the Revolving Credit Facilities may be used for general corporate purposes. In 2014, the borrowers used proceeds from the Revolving Credit Facilities to repay amounts borrowed under a prior senior facilities agreement and to pay the redemption price of the Legacy GTECH 2016 Notes (as defined below). In 2015, the borrowers used the proceeds from the Revolving Credit Facilities to fund the cash portion of the merger consideration for the Subsidiary Merger, to repay amounts borrowed by IGT under a prior revolving credit facility agreement and to pay the purchase price of the Legacy IGT 2020 Notes and the Legacy IGT 2023 notes tendered for purchase and the associated consent fees.

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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 IGT PLC’s long-term ratings by Moody’s and S&P. At December 31, 2015 and 2014, the effective interest rate on the Revolving Credit Facilities was 2.2% and 1.78%, respectively.

The RCF Senior Facilities Agreement provides that the following fees (which are recorded as interest expense) are payable quarterly in arrears:

·Commitment fees — payable on the undrawn and un-cancelled amount of the Revolving Credit Facilities depending on IGT PLC’s long-term ratings by Moody’s and S&P. The applicable rate was 0.725% at December 31, 2015.

·Utilization fees — payable on the aggregate amount of the Revolving Credit Facilities at a rate determined upon such drawn amount. The applicable rate was 0.30% at December 31, 2015.

The Revolving Credit Facilities are guaranteed by IGT PLC and certain of its subsidiaries and are secured by certain assets of IGT PLC and its subsidiaries.

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.

The RCF Senior Facilities 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. As of December 31, 2015, the borrowers under the Revolving Credit Facilities were in compliance with all of the covenants.

Capital Securities

In May 2006, GTECH issued subordinated interest-deferrable Capital Securities due 2066 (the “Capital Securities”).

In December 2014, GTECH invited the holders of the Capital Securities to: (1) tender the Capital Securities for purchase by GTECH and (2) approve proposals by extraordinary resolutions to (a) acknowledge that a condition of the Capital Securities did not apply to the offer to purchase the Capital Securities and (b) approve certain amendments to the conditions of the Capital Securities. In January 2015, holders of the Capital Securities tendered $796.4 million (€704.5 million) of the Capital Securities for purchase by GTECH and holders of the requisite principal amount of the Capital Securities passed extraordinary resolutions approving the proposals. GTECH purchased all of the Capital Securities tendered for purchase and paid an aggregate of $869.8 million (€816.9 million) in consideration to the relevant holders of the Capital Securities in connection therewith.

Interest on the Capital Securities at the rate of 8.250% is payable annually through March 31, 2016 and a variable rate of EURIBOR plus 5.050% payable semi-annually thereafter.

As a result of the Holdco Merger, IGT PLC became the issuer of the Capital Securities.

The Capital Securities were rated B1 and B+ by Moody’s and S&P, respectively, at December 31, 2015.

IGT PLC may redeem the Capital Securities in whole but not in part at 100% of their principal amount together with accrued and unpaid interest and certain other amounts on March 31, 2016 and any interest payment date thereafter. IGT PLC may also redeem the Capital Securities in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events.

On March 31, 2016, after the close of 2015, IGT PLC redeemed the Capital Securities in full at par.

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Legacy GTECH Notes due 2016

In December 2009, GTECH issued €750 million ($816.5 million at the December 31, 2015 exchange rate) of 5.375% senior notes due 2016 (the “Legacy GTECH 2016 Notes”). The Legacy GTECH 2016 Notes were rated Baa3 and BBB- by Moody’s and S&P, respectively, and were guaranteed by certain subsidiaries of GTECH. In December 2014, GTECH redeemed the Legacy GTECH 2016 Notes. In connection with the redemption, GTECH paid an aggregate $88.6 million make-whole premium to the holders of the Legacy GTECH 2016 Notes and wrote off unamortized debt issuance costs of $3.2 million. GTECH also held $150 million notional amount of interest rate swaps, which were designated as hedges of fixed interest rates on the Legacy GTECH 2016 Notes, which were settled in December 2014 in connection with the redemption, resulting in a $10.1 million gain.

Bridge Facility

In July 2014, in connection with GTECH’s planned acquisition of IGT, GTECH obtained a commitment from affiliates of Credit Suisse AG, Barclays PLC and Citigroup Inc. to fund a 364-day senior bridge term loan credit facility (the “Bridge Facility”) in an aggregate principal amount of approximately $10.7 billion, of which approximately 45% was denominated in euros and approximately 55% of which was denominated in U.S. dollars. The proceeds of the Bridge Facility were to be used to fund the cash portion of the merger consideration of the Subsidiary merger, to pay transaction expenses, to redeem or refinance the Legacy GTECH Notes, the Legacy IGT Notes, the Capital Securities and the Legacy GTECH 2016 Notes, to the extent applicable, and to pay the shareholders of GTECH exercising rescission rights.

In connection with the Bridge Facility commitment, GTECH incurred fees of $80.5 million (€59.1 million), which were payable in full upon the earliest occurrence of certain events set forth in the related agreements, including, among others, the closing of the acquisition of IGT or the date the Bridge Facility terminated in accordance with its terms. The fees of $80.5 million (€59.1 million) were recorded within current financial liabilities, with an offsetting entry in other current assets on the consolidated statements of financial position. The cost deferred in other current assets was being amortized to interest expense over the estimated duration of the Bridge Facility (11½ months beginning July 15, 2014 based on the applicable commitment amounts). In addition, a daily ticking fee accrued on the aggregate amount of the commitments in respect of the Bridge Facility during the period from and including July 15, 2014, to but excluding the date upon which the Bridge Facility was terminated, at a rate equal to 0.25% per annum. The ticking fee was payable in full on the earlier of (1) termination or expiration of the commitment letter and (2) the closing of the acquisition of IGT. The ticking fee was recorded as interest expense in the consolidated income statement and accrued within current financial liabilities on the consolidated statements of financial position. On December 12, 2014, in accordance with the terms of the Bridge Facility, the Company incurred additional fees of approximately $31.1 million which were recorded within other current liabilities and other current assets to be amortized over the remaining estimated duration of the Bridge Facility. In 2015 and 2014, the Company recorded $23.8 million and $47.6 million of interest expense, respectively, relating to the Bridge Facility.

In February 2015, the Bridge Facility commitment was terminated and unamortized bridge fees of $34.5 million were recorded to other expense in the consolidated income statement.

Other Credit Facilities

IGT PLC and certain of its subsidiaries may borrow under senior unsecured uncommitted demand credit facilities made available by several financial institutions. At December 31, 2015 and 2014, there were no borrowings under these facilities.

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Letters of Credit

IGT PLC and certain of its subsidiaries may obtain letters of credit under the Revolving Credit Facilities and under senior unsecured uncommitted letter of credit facilities made available by several financial institutions. 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, 2015 and 2014 and the weighted average annual cost of such letters of credit:

	Letters of Credit Outstanding
	Not under the	Under the		Weighted
	Revolving Credit	Revolving Credit		Average
($ thousands)	Facilities	Facilities	Total	Annual Cost
December 31, 2015	711,365	—	711,365	0.97%
December 31, 2014	796,397	—	796,397	0.94%

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

Research and development (“R&D”) costs incurred prior to technological feasibility are expensed as incurred. R&D costs include salaries and benefits, stock-based compensation, consultants, facilities related costs, material costs, depreciation and travel. Material software development costs incurred subsequent to establishing technological feasibility through the general release of products are capitalized. Technological feasibility is demonstrated by the completion of a detailed program design or working model, if no program design is completed. Software development costs to be used only for services provided to customers are capitalized as internal-use software and amortized over their useful life to costs of revenue. Development costs specific to customer contracts are capitalized and amortized over the products’ estimated economic life as costs of revenue.

Costs incurred in the development of the Company’s 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. Technological feasibility is demonstrated by the completion of a detailed program design or working model, if no program design is completed. Capitalized costs are amortized to cost of product sales over the products’ estimated economic life.

We devote substantial resources on research and development and incurred $277.4 million, $108.2 million and $104.8 million of related expenses in 2015, 2014 and 2013, respectively.

D.Trend Information

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

E.Off-Balance Sheet Arrangements

We have the following off-balance sheet arrangements:

Performance and other bonds

In connection with certain contracts and procurements, we have been required to deliver performance bonds for the benefit of customers and bid and litigation bonds for the benefit of potential customers, respectively. These bonds, on which customers and potential customers have never made a claim, 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, 2015:

($ thousands)	Total bonds
Performance bonds	474,724
Litigation bonds	37,084
All other bonds	19,254
	531,062

Loxley GTECH Technology Co., LTD guarantee

We have a 49% interest in Loxley GTECH Technology Co., LTD (“LGT”), which is accounted for as an asset held for sale with a de minimis value. LGT is a joint venture that was formed to provide an online lottery system in Thailand.

The Company has guaranteed, along with the 51% shareholder in LGT, performance bonds provided to LGT by an unrelated commercial lender. The performance bonds relate to LGT’s performance under the July 2005 contract between the Government Lottery Office of Thailand and LGT should such contract become operational. The Company is jointly and severally liable with the other shareholder in LGT for this guarantee. There is no scheduled termination date for the Company’s guarantee obligation. The maximum liability under the guarantee is Baht 375 million ($10.4 million). At December 31, 2015, the Company does not have any obligation related to this guarantee because the July 2005 contract to provide the online lottery system is not in operation due to continuing political instability in Thailand.

Commonwealth of Pennsylvania indemnification

We will indemnify the Commonwealth of Pennsylvania and any related state agencies for claims made relating to the state’s approval of IGT Global Solutions Corporation’s manufacturer’s license in the Commonwealth of Pennsylvania.

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F.Tabular Disclosure of Contractual Obligations

The following table summarizes payments due under our significant contractual commitments as of December 31, 2015:

	Payments by calendar year
$ thousands						2021 and
Description	2016	2017	2018	2019	2020	thereafter	Total
6.25% Senior Secured Notes due 2022	—	—	—	—	—	1,500,000	1,500,000
6.50% Senior Secured Notes due 2025	—	—	—	—	—	1,100,000	1,100,000
4.75% Senior Secured Notes due 2023	—	—	—	—	—	925,395	925,395
4.125% Senior Secured Notes due 2020	—	—	—	—	762,090	—	762,090
5.625% Senior Secured Notes due 2020	—	—	—	—	600,000	—	600,000
Total Senior Secured Notes	—	—	—	—	1,362,090	3,525,395	4,887,485
6.625% Senior Secured Notes due 2018	—	—	544,350	—	—	—	544,350
4.75% Senior Secured Notes due 2020	—	—	—	—	544,350	—	544,350
Legacy GTECH Notes	—	—	544,350	—	544,350	—	1,088,700
7.5% Senior Secured Notes due 2019	—	—	—	500,000	—	—	500,000
5.5% senior Secured Notes due 2020	—	—	—	—	124,143	—	124,143
5.35% Senior Secured Notes due 2023	—	—	—	—	—	60,567	60,567
Legacy IGT Notes	—	—	—	500,000	124,143	60,567	684,710
Term Loan Facilities due 2019	—	—	—	870,960	—	—	870,960
Revolving Credit Facilities due 2019	—	—	—	855,480	—	—	855,480
Capital Securities due March 2066 (1)	—	—	—	—	—	49,530	49,530
Other	160	80	—	—	—	—	240
Total Debt (2)	160	80	544,350	2,226,440	2,030,583	3,635,492	8,437,105
Capital Leases (3)	13,874	13,772	6,992	6,664	5,862	14,526	61,690
Operating leases (4)	71,684	44,645	37,247	30,135	23,276	77,426	284,413
Total	85,718	58,497	588,589	2,263,239	2,059,721	3,727,444	8,783,208

(1)The Company redeemed the Capital Securities at par on March 31, 2016.

(2)Amounts presented relate to the principal amount of Long-term debt and exclude the related interest expense that will be paid when due, fair value adjustments, discounts, premiums and loan origination fees. See the table below for a reconciliation of the amounts presented to the amounts on the Consolidated Balance Sheet included in this report.

(3)Capital leases consist principally of our operating headquarters facility in Providence, Rhode Island and communications equipment and point of sale equipment used in our business. The amounts presented include the interest component of the payments to the counterparties.

(4)Operating lease obligations principally relate to leases for facilities and equipment used in our business. The amounts reported above include the minimum rental and payment commitments due under such leases.

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The long-term debt obligations reflected in the table above can be reconciled to the amount in the December 31, 2015 Consolidated Balance Sheets as follows:

	December 31, 2015
		Debt
$ thousands	Principal	issuance cost		Premium	Swap		Total
6.250% Senior Secured Notes due 2022	1,500,000	(20,610	)	—	(10,515	)	1,468,875
6.500% Senior Secured Notes due 2025	1,100,000	(15,751	)	—	—		1,084,249
4.750% Senior Secured Notes due 2023	925,395	(12,977	)	—	—		912,418
4.125% Senior Secured Notes due 2020	762,090	(9,878	)	—	—		752,212
5.625% Senior Secured Notes due 2020	600,000	(7,755	)	—	—		592,245
Senior Secured Notes	4,887,485	(66,971	)	—	(10,515	)	4,809,999
6.625% Senior Secured Notes due 2018	544,350	(10,435	)	—	—		533,915
4.75% Senior Secured Notes due 2020	544,350	(23,701	)	—	—		520,649
Legacy GTECH Notes	1,088,700	(34,136	)	—	—		1,054,564
7.5% Senior Secured Notes due 2019	500,000	—		28,345	1,664		530,009
5.5% Senior Secured Notes due 2020	124,143	—		3,034	(344	)	126,833
5.35% Senior Secured Notes due 2023	60,567	—		736	—		61,303
Legacy IGT Notes	684,710	—		32,115	1,320		718,145
Term Loan Facilities due 2019	870,960	(4,175	)	—	—		866,785
Revolving Credit Facilities due 2019	855,480	(20,512	)	—	—		834,968
Capital Securities due March 2066	49,530	(58	)	—	—		49,472
Other	240	—		—	—		240
Total Debt	8,437,105	(125,852	)	32,115	(9,195	)	8,334,173

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G.Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This annual report includes forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning IGT PLC 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 IGT PLC 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 IGT PLC’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 businesses of International Game Technology and GTECH will not be integrated successfully or that the combined companies will not realize estimated cost savings, synergies, growth or other anticipated benefits or that such benefits may take longer to realize than expected, or that the Company will incur unanticipated costs in connection with the integration; the possibility that the Company 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 obtain 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 impact of the consummation of the business combination on relationships with third parties, including customers, employees and competitors; 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 or governmental regulations affecting the Company; 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; and the Company’s international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.

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 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 IGT PLC share for the current or any future financial years will necessarily match or exceed the historical published earnings per IGT PLC share, as applicable. All forward-looking statements contained in this annual report are qualified in their entirety by this cautionary statement. All subsequent written or oral forward-looking statements attributable to IGT PLC, or persons acting on its behalf, are expressly qualified in its entirety by this cautionary statement.

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Item 6.Directors, Senior Management and Employees

A.Directors and Senior Management

The board of directors of the Company currently consists of 12 directors, each of whom was elected upon effectiveness of the Mergers on April 7, 2015.  Tracey Weber, who was also elected upon effectiveness of the Mergers, resigned as a director, effective March 16, 2016, so that the board is currently comprised of 12 members.  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 IGT PLC Articles.  For a director to be independent under the listing standards of the NYSE, the board of directors must affirmatively determine that the director has no material relationship with IGT PLC (either directly or as a partner, stockholder or officer of an organization that has a relationship with IGT PLC).  Our board of directors 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 our Corporate Governance Guidelines and applicable NYSE rules.  The IGT PLC Articles memorialize our agreement in the Merger Agreement that for as long as the Company’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.

As of April 29, 2016, our directors and certain senior managers are as set forth below:

Name	Position with IGT PLC
Philip G. Satre	Chairman of the Board; Director (Independent)
Patti S. Hart	Vice-Chairman of the Board; Director
Lorenzo Pellicioli	Vice-Chairman of the Board; Director
Paget L. Alves	Director (Independent)
Paolo Ceretti	Director
Alberto Dessy	Director (Independent)
Marco Drago	Director
Sir Jeremy Hanley	Director (Independent)
James F. McCann	Director (Independent)
Vincent L. Sadusky	Director (Independent)
Marco Sala	Director and Chief Executive Officer
Gianmario Tondato da Ruos	Director (Independent)
Renato Ascoli	Chief Executive Officer, North America Gaming/Interactive (DoubleDown Casino)
Walter Bugno	Chief Executive Officer, International
Fabio Cairoli	Chief Executive Officer, Italy
Michael Chambrello	Chief Executive Officer, North America Lottery
Alberto Fornaro	Executive Vice President and Chief Financial Officer
Donald R. Sweitzer (1)	Chairman, IGT Global Solutions Corporation
Robert Vincent	Senior Vice President, Human Resources and Public Affairs

(1) Mr. Sweitzer is a consultant to the Company.

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Directors

Name	Age	Biography
Philip G. Satre	66	Philip G. Satre has served as Chairman of the IGT PLC board of directors since the effective time of the Mergers and is a member of the Nominating and Corporate Governance Committee. Prior to the effective time of the Mergers, Mr. Satre served on the International Game Technology board of directors since January 2009 and as independent Chairman since December 2009. Mr. Satre has been a private investor since 2005. Mr. Satre has extensive gaming industry experience having served on the board of directors of Harrah’s Entertainment, Inc. (now Caesars Entertainment Corporation), a provider of branded casino entertainment (“Harrah’s”), from 1988 to 2004 and as Chairman from 1997 to 2004. Between 1980 and 2002, Mr. Satre held various executive management positions at Harrah’s, including Chief Executive Officer, President and Chief Executive Officer of Harrah’s gaming division and Vice President, General Counsel and Secretary. Mr. Satre currently serves on the board of directors of Nordstrom, Inc., The National Automobile Association, the National World War II Museum and as President of the National Center for Responsible Gaming. Mr. Satre previously served on the board of directors of the Stanford University Board of Trustees (2005-2010), Rite Aid Corporation (2005-2011) and NV Energy, Inc. (2005-2013), where he served as Chairman from 2008 to 2013. Mr. Satre holds a Bachelor of Arts degree in Psychology from Stanford University and a Juris Doctor degree from the University of California at Davis.
Patti S. Hart	60	Patti S. Hart has served as Vice-Chairman of the IGT PLC board of directors since the effective time of the Mergers. Prior to the effective time of the Mergers, Ms. Hart served as Chief Executive Officer of International Game Technology since April 2009 and on the International Game Technology board of directors since June 2006. Ms. Hart also served as President of International Game Technology from April 2009 until July 2011. Prior to joining International Game Technology, Ms. Hart served as the Chairman and Chief Executive Officer of each of Pinnacle Systems Inc. from 2004 to 2005, Excite@Home Inc. from 2001 to 2002, and Telocity Inc. from 1999 to 2001. Ms. Hart also held various positions at Sprint Corporation, including President and Chief Operating Officer, Long Distance Division. Ms. Hart has served on numerous public company boards, including Yahoo! Inc. (2010-2012), LIN TV Corp. (2006-2009), Spansion Inc. (2005-2008), and Korn/Ferry International Inc. (2000-2009). She currently serves on the board of the American Gaming Association. Ms. Hart earned a Bachelor of Science degree in Business Administration with an emphasis in Marketing and Economics from Illinois State University.
Lorenzo Pellicioli	65	Lorenzo Pellicioli has served as Vice-Chairman of the IGT PLC board of directors since the effective time of the Mergers. Prior to the effective time of the Mergers, 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

127

Name	Age	Biography
		Agostini S.p.A. since November 2005. Previously, he served as the first President and Chief Executive Officer of Costa Cruise Lines in Miami, a division of the Costa Crociere Group that operates in North America. He was then promoted to Worldwide General Manager of Costa Crociere S.p.A. In the past (2011 and 2010) he served as a director of IDeA Alternative Investments S.p.A. and as Managing Director of DeA Factor S.p.A. Mr. Pellicioli was also appointed President and Chief Executive Officer of the Compagnie Française de Croisières (Costa-Paquet), a subsidiary of Costa Crociere. He took part in the privatization of SEAT Pagine Gialle and, after the acquisition, he was appointed Chief Executive Officer. Following the sale of SEAT, Pellicioli worked for the Telecom Italia Group as head of the Internet Business Unit. Earlier in his career, he served as General Manager of Advertising Sales and Vice General Manager of Mondadori Periodici (magazines) for the Gruppo Mondadori Espresso, the first Italian publishing group. He was promoted to President and Chief Executive Officer of Manzoni & C. S.p.A, an advertising division of the Group. He has also held various positions in the private sector of Italian television for Manzoni Pubblicità, Publikompass and he was appointed president of Bergamo TV Programmes after starting his career as a journalist for the newspaper Giornale Di Bergamo. Since 2006, he has been a member of the Clinton Global Initiative. He is also a member of the advisory boards of Investitori Associati IV, Wisequity II e Macchine Italia and Palamon Capital Partners. Mr. Pellicioli serves as Chairman of the board of directors of DeA Capital, as a director of Banijay Group SAS and LDH SAS, De Agostini Editore S.p.A., and he is also a member of the Compensation committee and of the Appointments and Corporate Governance committee and director of the board of directors of Assicurazioni Generali S.p.A.
Paget L. Alves	61	Paget L. Alves has served on the IGT PLC board of directors since the effective time of the Mergers and is a member of the Audit Committee and the Compensation Committee. Prior to the effective time of the Mergers, 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 Ariel Investments, LLC and Synchrony Financial. 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.

128

Name	Age	Biography
Paolo Ceretti	61	Paolo Ceretti has served on the IGT PLC board of directors since the effective time of the Mergers. Prior to the effective time of the Mergers, Mr. Ceretti served on the GTECH S.p.A. (formerly Lottomatica Group) board of directors since 2004. Mr. Ceretti has been General Manager of De Agostini since 2004. He is also Chief Executive Officer of DeA Capital (De Agostini’s arm in private equity investments and alternative asset management, listed at the Milan Stock Exchange) and De Agostini Editore (Publishing). Mr. Ceretti gained most of his professional experience at Fiat Group, where he held positions of increasing importance at the corporate level (Internal Auditing, Finance) and then in the Financial Services Sector. He then became the Head of Strategic Planning and Development of IFIL (currently EXOR, listed holding company of the Italian Agnelli Group). After assuming responsibility for the Internet B2C sector of Fiat/IFIL in 1999, Mr. Ceretti was appointed Chief Executive Officer of Global Value S.p.A., a Fiat/IBM joint venture in the Information Technology sector. He is currently a member of the board of directors of Banijay Group (TV and multimedia content production), IDeA Capital Funds (asset management), IDeA Fimit (real estate asset management), among other companies.
Alberto Dessy	63	Alberto Dessy has served on the IGT PLC board of directors since the effective time of the Mergers and is a member of the Compensation Committee. Prior to the effective time of the Mergers, Mr. Dessy served on the GTECH S.p.A. (formerly Lottomatica Group) board of directors since 2011. He is currently a Professor at Bocconi University. Mr. Dessy is a Chartered Accountant specialized 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 is currently on the board of directors of Chiorino S.p.A. and has been on the boards of many companies, both listed and unlisted, including Redaelli Tecna S.p.A., Laika Caravans S.p.A., Premuda S.p.A., I.M.A., Milano Centro S.p.A., and DeA Capital S.p.A. Mr. Dessy graduated from Bocconi University.
Marco Drago	70	Marco Drago has served on the IGT PLC board of directors since the effective time of the Mergers. Prior to the effective time of the Mergers, Mr. Drago served on the GTECH S.p.A. (formerly Lottomatica Group) board of directors since 2002. Since 1997, Mr. Drago has been the Chairman of De Agostini, one of Italy’s largest family-run groups, which he led through an extraordinary phase of development and diversification in new activities, so that nowadays De Agostini Group is operating worldwide, with revenues over €5 billion, an EBITDA of €1.2 billion, and about 12,000 employees in different sectors: lotteries, gaming and services (IGT); media and communications (Atresmedia, Planeta, Banijay Group); Finance (DeA Capital); Real Estate Asset Management (IDeA FIMIT); and insurance (Assicurazioni Generali). Since October 2006, he has also been Chairman of the Board of Partners of B&D, a family limited partnership created to ensure cohesion in share

129

Name	Age	Biography
		ownership, consistency of intent and continuity in decision-making over the long term. Mr. Drago is Vice President of De Agostini Planeta Group and director of Atresmedia, DeA Capital, De Agostini Editore, Zodiak Media and S. Faustin (Techint Group) and a member of the Assonime’s board of governors. Mr. Drago graduated in Economics and Business from Bocconi University and achieved important awards such as “Bocconiano dell’anno” in 2001 and appointed “Cavaliere del Lavoro” in 2003.
Sir Jeremy Hanley	70	Sir Jeremy Hanley has served on the IGT PLC board of directors since the effective time of the Mergers and is a member of the Audit Committee. Prior to the effective time of the Mergers, Sir Hanley served on the GTECH Holdings Corporation board from 2001 to 2006. He is a Privy Counsellor and Knight Commander of the Order of St. Michael and St. George. He is also a Chartered Accountant. He has served as a director of London Asia Capital from 2012 to December 2014; Willis Ltd. since March 2008; Parkstone Capital Limited (f/k/a Langbar International Ltd.) from April 2006 to December 2014; and Willis Group Holdings Inc. from April 2006 to January 2016. Sir Hanley also served as a director and audit committee member of Lottomatica Group S.p.A. from April 2008 to April 2011, and served as a member of the advisory board of Blue Hackle Ltd. from February 2006 to January 2011. In addition, he has served on the boards of the Arab-British Chamber of Commerce (1999-2011, chairman of the audit committee); Mountfield Group plc (2008-2009); Onslow Suffolk Ltd (2007-2008, chairman); CSS Stellar plc (2007-2008); ITE Group plc (1998-2008); MTF Ltd (2008-2009); Nymex Europe Ltd. (2008-2009, chairman of audit committee 2005-2007, member of remuneration committee 2005-2007); International Trade & Investment Missions Ltd (1997-2005, chairman); Caylon (f/k/a Credit Lyonnais) (2000-2005); Brain Games Network Ltd (2000-2002, chairman); AdVal Group plc (2000-2003); Christchurch group Ltd. (1997-1998); Brass Tacks Publishing Company (1997-2000); Fields Aircraft Spares, Inc. (1998-1999); and Talal Abu Ghazaleh International (2004-2005). Sir Hanley was a Member of Parliament for Richmond and Barnes from 1983 to 1997, and held a number of ministerial positions in the U.K. government, including Under Secretary of State for Northern Ireland, Minister of State for the Armed Forces, Cabinet Minister without Portfolio at the same time as being Chairman of the Conservative Party, and Minister of State for Foreign & Commonwealth Affairs. He retired from politics in 1998. Sir Hanley was educated at the Rugby School and began his accounting career with Peat Marwick Mitchell & Company (KPMG) as an articled clerk in 1963. He qualified as a Chartered Accountant in 1969 and joined The Financial Training Company, and in 1980 qualified as a Certified Accountant and Chartered Secretary and Administrator.
James F. McCann	64	James F. McCann has served on the IGT PLC board of directors since the effective time of the Mergers and is Chair of the Nominating and Corporate Governance Committee. Mr. McCann joined the IGT PLC board of directors in April 2015. He is the Chairman and Chief Executive Officer of 1-800-Flowers.com, Inc., a position he has held since 1976.

130

Name	Age	Biography
		McCann has served as the Chairman of the Board of Directors of Willis Towers Watson since January 4, 2016. 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. McCann also serves as a director for Scott’s Miracle-Gro. 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.
Vincent L. Sadusky	51	Vincent L. Sadusky has served on the IGT PLC board of directors since the effective time of the Mergers and is Chair of the Audit Committee. Prior to the effective time of the Mergers, Mr. Sadusky served on the International Game Technology board of directors since July 2010. He has served as President and Chief Executive Officer of Media General, Inc., one of the nation’s largest multimedia companies, since December 2014, following the company’s merger with LIN Media LLC. Prior to the effective time of the Mergers, 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 currently serves on the board of directors of Media General, Inc., Hemisphere Media Group, Inc. and NBC Affiliates, to which he was elected Treasurer in 2012. 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 board of directors of JVB Financial Group, LLC (2001-2011) and Maximum Service Television, Inc. (2006-2011). 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	57	Marco Sala has served on the IGT PLC board of directors and as Chief Executive Officer of IGT PLC since the effective time of the Mergers. Prior to the effective time of the Mergers, Mr. Sala served as Chief Executive Officer of GTECH S.p.A. (formerly Lottomatica Group) since April 2009. Since joining GTECH S.p.A. as Co-General Manager in 2003, Mr. Sala has been a member of the board of directors. In August 2006, he was appointed Managing Director with responsibility for the Company’s Italian Operations and other European activities. He was named Chief Executive Officer of GTECH S.p.A. in April 2009 with responsibility for overseeing all of the Company’s segments, including the Americas, International, Italy, and Products and Services. 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

131

Name	Age	Biography
		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	56	Gianmario Tondato da Ruos has served on the IGT PLC board of directors since the effective time of the Mergers and is Chair of the Compensation Committee. Prior to the effective time of the Mergers, Mr. Tondato da Ruos served as a Lead Independent Director of GTECH S.p.A. (formerly Lottomatica Group) from 2006 to April 2014. 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, Chairman of World Duty Free S.p.A., and director of World Duty Free Group S.A.U. He has been a director of Autogrill since March 2003, and sits on the advisory board of Rabo Bank (Hollande). Mr. Tondato da Ruos graduated with a degree in economics from Ca’Foscari University of Venice.

Senior Management

Name		Biography
Renato Ascoli	54	Renato Ascoli, as Chief Executive Officer, North America Gaming/Interactive (DoubleDown Casino) of IGT PLC, is responsible for product development, manufacturing, marketing, and delivery of all of the Company’s gaming offerings. This includes interactive and sports betting, as well as oversight of the DoubleDown Casino online social gaming business. Prior to the effective time of the Mergers, 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

132

Name		Biography
		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	56	As Chief Executive Officer, International of IGT PLC, Walter Bugno is responsible for the management and strategic development of the International region. He works directly with IGT PLC’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 (now integrated into GTECH). 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

133

Name		Biography
		New South Wales, Australia.
Fabio Cairoli	50	As Chief Executive Officer, Italy of IGT PLC, Fabio Cairoli 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 an 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.
Michael Chambrello	58	As Chief Executive Officer, North America Lottery of IGT PLC, Michael Chambrello is responsible for the development and delivery of all lottery technology solutions globally for the Company, as well as the strategic development and management of the lottery business in the U.S. and Canada. In addition, he is also responsible for the global instant ticket printing business. A seasoned lottery industry expert, Mr. Chambrello most recently served as CEO of Scientific Games Corporation, where he had overall responsibility for managing Scientific Games’ day-to-day worldwide activities. Prior to that, he was Scientific Games’ President and Chief Operating Officer. He left Scientific Games in 2013. For a 17-year span, Mr. Chambrello held various roles of increasing responsibility at GTECH until he left the Company in 1998. From 1996 to 1998, he was President of GTECH Corporation and Executive Vice President of GTECH Holdings Corporation. Mr. Chambrello has also served as President and CEO of Environmental Systems Products Holdings (ESP), and as CEO of Transmedia Asia Pacific, Inc. and Transmedia Europe Inc. Mr. Chambrello has served on the board of directors of various public and private companies, most recently as chairman of the board of directors for Meridian Lightweight Technologies in Detroit, the world’s leading provider of magnesium die casting components for the automobile industry. He has served on the board of numerous not-for-profit organizations, and currently sits on the executive committees of the Petit Family Foundation and the Southern Connecticut State

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Name		Biography
		University Foundation. Mr. Chambrello earned a Bachelor of Science degree in Economics from Southern Connecticut State University, and attended graduate school at the American University Kogod College of Business in Washington, D.C.
Alberto Fornaro	51	As Executive Vice President and Chief Financial Officer of IGT PLC, Alberto Fornaro is responsible for managing and developing the financial strategy for the Company. He oversees the Finance, Accounting, and Control Organization, which includes making decisions and improving financial strategies to maximize shareholder value and cash flow; providing high-quality financial and management reporting; and ensuring compliance of all fiscal and statutory reporting, and legal matters. He brings more than 20 years of strong financial expertise to IGT PLC and has an extensive record of significant international exposure. Prior to the effective time of the Mergers, Mr. Fornaro served as Executive Vice President and Chief Financial Officer for GTECH S.p.A. He was previously Group CFO and President of the EMEA (Europe, Middle East, and Africa) division at Doosan Infracore Construction Equipment (DICE), a world leader in the construction equipment industry formed by Bobcat and Doosan Infracore. During his tenure at DICE, he led numerous integration programs and several cost-saving initiatives, helping DICE to weather the recent economic downturn and emerge as an even stronger player in a highly competitive industry. Mr. Fornaro also served as General Manager and CFO of Technogym, the second-largest worldwide manufacturer of fitness equipment. Additionally, he spent 12 years in finance at Case New Holland (CNH) Global/Fiat Group in Italy and the U.S. At CNH, he served in many different financial capacities at the vice president level. He holds a bachelor’s degree in Economics and Banking Sciences from the University of Siena, Italy; a master’s degree in Banking Disciplines from the University of Siena’s Post Graduate School, Italy; and was a Visiting Scholar at the Ph.D. Program in Economics at Columbia University, New York. Mr. Fornaro is licensed as a Certified Public Accountant in Illinois.
Donald R. Sweitzer	68	As Chairman of IGT Global Solutions Corporation, Donald R. Sweitzer is an ambassador for the Company when interacting with global customers, current and potential partners, and government officials. Additionally, Mr. Sweitzer advises IGT PLC’s CEO on government affairs and general business matters. Prior to becoming Chairman, Mr. Sweitzer served as Senior Vice President of Global Business Development and Public Affairs of GTECH, and was responsible for leading the Company’s efforts to identify and develop new business opportunities in targeted markets, support the expansion of GTECH’s products and services in existing jurisdictions, and continually enhance the Company’s communications

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Name		Biography
		and services to its worldwide government and commercial clients. When Mr. Sweitzer joined GTECH in 1998, he brought more than 20 years of experience in government and public affairs. A recognized authority on national politics and public affairs, Mr. Sweitzer has advised numerous national, statewide, and congressional candidates throughout his career, and has worked at every level of government.
Robert Vincent	62	As the Senior Vice President of Human Resources and Public Affairs of IGT PLC, Robert Vincent is responsible for global organizational development and people management, as well as corporate communications, branding, real estate and facilities. He is also involved in selected business development projects, as well as support activities in compliance, investor relations, marketing communications, and government relations. Additionally, he leads the Company’s corporate social responsibility efforts. Prior to the effective time of the Mergers, 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 Corporate Affairs for GTECH Corporation. 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 Family Services of RI Board of Directors, Hasbro Children’s Hospital Advisory Board, the URI Foundation Executive Committee, the URI Harrington School of Advisory Board and is an Emeritus Trustee of Trinity Repertory Company. Mr. Vincent received his bachelor’s degree in Political Science from the University of Rhode Island.

In relation to the Mergers, IGT PLC’s controlling shareholders, De Agostini S.p.A. and DeA Partecipazioni S.p.A. (collectively, “De Agostini”) entered into a voting agreement with IGT PLC pursuant to which De Agostini has agreed to vote, for a period of three years following the effectiveness of the Mergers, all of the IGT PLC ordinary shares then owned in favor of any proposal or action so as to effect and preserve the board and executive officer composition of IGT PLC in place immediately following the Mergers.  For more information, see Item 10.C. Material Contracts—Voting Agreement”. There are no familial relationships among any of our Directors or senior managers set forth above.

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B. Compensation

Non-Employee Director Compensation

The Company’s compensation policy for Non-Executive Directors is to provide an annual cash retainer for the Chairperson of the Board and for each Non-Executive Director, payable in quarterly tranches as well as a stock award vesting on a yearly basis.

Additional cash retainers are provided for the Non-Executive Directors serving as Chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Awards to Non-Executive Directors under the Long Term Incentive Plan (“LTIP”) vest on the basis of time rather than on the basis of performance conditions.

LTIP - Annual Equity Awards for Continuing Non-Executive Directors

On the date of each annual meeting of the Company’s shareholders each Non-Executive Director continuing to serve after that date will automatically be granted an award of restricted share units (“RSUs”).  The number of RSUs covered by each such award will be determined by dividing (1) the Annual Equity Award (being $250,000 for the role of Chairman and $200,000 in respect of other Non-Executive Director roles) grant value by (2) the closing price as of the date of grant (rounded down to the nearest whole unit). Annual equity awards granted to Non-Executive Directors under this policy will vest on the date of the annual meeting of the Company’s shareholders that occurs in the Company’s financial year after the financial year in which the date of grant occurs.

LTIP - Initial Equity Awards for New Non-Executive Directors

For each new Non-Executive Director appointed or elected on any date other than on the date of an annual meeting of the Company’s shareholders at which the Company grants annual equity awards to its non-employee directors, on the date that the new Non-Executive Director first becomes a member of the Board, that new Non-Executive Director will automatically be granted an award of RSUs determined by dividing (1) a prorata portion of the Initial Equity Award (being $250,000 for the role of Chairman and $200,000 in respect of other Non-Executive Director roles) value by (2) the closing price as of that date (rounded down to the nearest whole unit).  The prorata portion of the Initial Equity Award value for purposes of the applicable initial equity award will equal the Annual Equity Award value multiplied by a fraction (not greater than one), the numerator of which is 365 minus the number of calendar days that, as of the particular grant date, had elapsed since the Company’s last annual meeting of shareholders at which annual equity awards were granted by the Company to the Non-Executive Directors, and the denominator of which is 365.

	Chairman		Non- executive director basic fee		Vice Chairpersons		Compensation Committee Chairman		Nominating and Corporate Governance Committee Chairman		Audit Committee Chairman
Fees	$	150,000	$	100,000	$	100,000	$	130,000	$	120,000	$	140,000
LTI	$	250,000	$	200,000	$	200,000	$	200,000	$	200,000	$	200,000

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Executive Officer Compensation

Total Compensation

The following table sets forth the approximate compensation paid to our executive officers during 2015, including Marco Sala, Chief Executive Officer, Renato Ascoli, CEO of North America Gaming & Interactive, Michael Chambrello, CEO of North America Lottery, Fabio Cairoli, CEO Italy, Walter Bugno, CEO International, Alberto Fornaro, Chief Financial Officer of IGT and Robert Vincent, SVP of Human Resources & Public Affairs.

Officer Compensation

Name	Salary ($)	Bonus ($)	Equity Awards ($)(1)	Other ($)(2)	Total ($)
Marco Sala, Chief Executive Officer	907,966	2,250,000	6,516,829	2,092,535	11,767,330
Other Executive Officers	3,400,074	5,333,663	5,463,387	3,261,386	17,458,510

(1)Represents the US GAAP grant date fair value of equity compensation vested during fiscal year 2015.

(2)Represents the value of health and welfare benefits received by the officers during 2015 (including medical, dental, disability, life insurance, retirement, relocation, tax preparation and retirement benefits).  Also includes car allowances, housing allowances and perquisites.

Equity Compensation

The table below sets forth the stock options relating to IGT PLC shares granted to our executive officers during 2015.

Grants of Stock Options

Name	No. of Options (#)(1)	Exercise Price ($)		Exercise Period	Grant Date
Marco Sala	250,000	$	15.53	2018 -2022	November 30, 2015

(1)This award was granted in recognition of Mr. Sala’s continued ownership of 500,000 IGT PLC shares.  It vests based on

·Mr. Sala’s continued service with the Company in his current role until the date of approval of 2017 IGT PLC financial statements;

·Mr. Sala’s continued ownership of 500,000 IGT PLC shares during the service period noted above;

·IGT PLC’s share price being equal to or greater than $16.83 with the final price based on an average 3 months stock price ending the date of approval of 2017 IGT PLC financial statements); and

·Re-investment of 50% of the total committed and awarded shares (considering also cash proceeds for exercised stock options) (after tax) in the next 3-years co-investment plan if in 2018 confirmed in the role for another three year mandate. To be noted that the 50% re-invested shares should be reduced by the shares missing to reach the Share Ownership Requirements.

See “CEO Co-Investment Award” below.

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The table below sets forth the shares granted pursuant to compensation plans, other than stock options, to our executive officers during 2015.

Grants of Shares

Name	No. of Shares	Fair Value at Date of Allocation		Vesting Period	Allocation Date	Share’s Market Price upon Allocation
Marco Sala (1)	250,000	$	6.56	2018	November 30, 2015	$	15.53
Marco Sala	257,108	$	7.11	2017-2018	November 10, 2015	$	16.00
Other Executive Officers	343,263	$	7.11	2017-2018	November 10, 2015	$	16.00

(1)This award was granted in recognition of Mr. Sala’s continued ownership of 500,000 IGT PLC shares. It vests based on:

·Mr. Sala’s continued service with the Company in his current role until the date of approval of 2017 IGT PLC financial statements;

·Mr. Sala’s continued ownership of 500,000 IGT PLC shares during the service period noted above;

·IGT PLC’s share price being equal to or greater than $16.83 with the final price based on an average 3 months stock price ending on the date of approval of the 2017 IGT PLC financial statements; and

·Re-investment of 50% of the total committed and awarded shares (considering also cash proceeds for exercised stock options) (after tax) in the next 3-years co-investment plan if in 2018 confirmed in the role for another three year mandate. To be noted that the 50% re-invested shares should be reduced by the shares missing to reach the Executive Stock Ownership Requirments.

See “CEO Co-Investment Award” below.

Short-Term Incentive Compensation Plans

Our short-term incentive compensation (“STI”) plans during 2015 were performance-based and designed to encourage employees to achieve both short-term financial results and longer term strategic objectives.  Our officers participated in the same STI plans as other employees during 2015.  The primary focus of the STI plans was to motivate and reward our officers and employees for the achievement of annual objectives. The STI plans were designed to recognize growth achievement with an opportunity to earn a bonus on the upside, as well as to limit the downside potential.  Payments under the STI plans were based on group and individual Management by Objectives (“MBOs”).

Senior Management STI

Financial	Individual MBO	Financial Metric Mix
80%	20%	50% EBITDA 30% Net Debt

For purposes of the STI plans, financial performance was measured based on earnings before interest, taxes, depreciation and amortization (EBITDA) at the IGT PLC level and Net Debt at the IGT PLC level. The table below sets forth the minimum, target, and maximum performance thresholds for EBITDA and Net Debt under the STI plans.

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EBITDA and Performance

Percent of EBITDA Achieved			IGT EBITDA (millions)		Payout Curve (%)
90%			$	1,458	0
100%			$	1,620	100
110%			$	1,782	200
Net Debt (in thousands)
Measure	Threshold		Target		Max
Net Debt	$	9,300	$	9,120	$	8,870
Payout Curve	0%		100%		200%

All financial objectives were established after the Mergers by the Compensation Committee of the IGT PLC Board of Directors for the CEO, and by the Board of Directors for the other officers, in each case upon recommendator of the Compensation Committee.

All STI objectives had an appropriate mix of financial and individual metrics.  The STI component of compensation was subject to a maximum award limit equal to 200% of the target STI award of the plan participant and was paid upon achievement of maximum financial performance as shown above.  STI payouts could be adjusted for windfalls outside of the control of the officers.

STI Targets as a % of base salary:

·CEO — 150%

·Senior Management — 87.5% - 100%

Long-Term Incentive Compensation Plans

IGT’s long-term incentive compensation (“LTI”) plan provides for many types of stock awards including stock options, performance-based restricted stock and restricted stock awards.  Annual awards to employees under our LTI plans are 100% performance-based restricted stock.

The principal purpose of granting LTI awards is to assist IGT PLC and its subsidiaries in attracting and retaining award recipients, to provide a market competitive total compensation package and to motivate award recipients to increase shareholder value by enabling them to participate in the value that was created, thus aligning their interests with those of our shareholders. The LTI plans for 2015 are based upon three performance metrics: Three-Year Cumulative Consolidated Adjusted EBITDA (profitability measure), Net Debt (use of cash) and Total Shareholder Return (performance against peers).  Financial objectives were established by our Board of Directors based upon a proposal by the Compensation Committee, consistent with the authorization provided by our shareholders. Company-related LTI targets throughout individual LTI plans for 2015 are based on economic consolidated performance as follows:

·a total consolidated EBITDA of at least 90% of the targeted total consolidated EBITDA;

·a ratio calculated between the consolidated net debt and consolidated EBITDA; and

·Total Share Holder Return (“TSR”) against the Russell Mid Cap Market Index.

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Awards granted in 2015 will vest 50% in 2017 based on 2015 and 2016 performance and 50% in 2018 based on 2015, 2016 and 2017 performance.

Part 1: Vesting Based on 2015 – 2016 Performance in 2017

Step 1:

Net Debt / EBITDA Ratio	>5.09	Greater than 5.05 but less than or equal to 5.09	Greater than 5.0 but less than or equal to 5.05	Less than or equal to 5.0
% Vesting	0%	50%	75%	100%

Step 2:

Adjusted EBITDA Target $3.519 billion	<90%	90%	100%	105%
% Vesting	0%	33.5%	100%	110%

Linear interpolation shall be used between the applicable Adjusted EBITDA targets set forth above.  In no event will the Adjusted EBITDA Payment Factor exceed 1.100.

Step 3:

TSR Modifier	<25th  Percentile	60th Percentile	>75th  Percentile
% Vesting	75%	100%	125%

Part 2: Vesting Based on 2015 – 2017 Performance in 2018

Step 1:

Net Debt / EBITDA Ratio	> 4.44	Greater than 4.40 but less than or equal to 4.44	Greater than 4.35 but less than or equal to 4.40	Less than or equal to 4.35
% Vesting	0%	50%	75%	100%

Step 2:

Adjusted EBITDA Target $5.506 billion.	<90%	90%	100%	105%
% Vesting	0%	33.5%	100%	110%

Linear interpolation shall be used between the applicable Adjusted EBITDA targets set forth above. In no event will the Adjusted EBITDA Payment Factor exceed 1.100.

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Step 3:

TSR Modifier	<25th Percentile		60th Percentile		>75th Percentile
% Vesting	75	%	100	%	125	%

Actual vesting under the plan can range from 0% to 137.5% if all maximum targets are met.

The LTI plans permit us to clawback or to make other, similar adjustments to the plans following vesting of the applicable awards in the event of erroneous financial statements or incorrect data contained therein.

CEO Co-Investment Award

In recognition of Mr. Sala’s ownership of 500,000 IGT shares, the Company has matched the Mr. Sala’s commitment 1:1 (up to 500,000 shares), half in additional shares and half in additional stock options, as long as the conditions below are met:

·Mr. Sala’s continued service with the Company in his current role until the date of approval of 2017 IGT PLC financial statements;

·Mr. Sala’s continued ownership of 500,000 IGT shares during the service period noted above;

·IGT PLC’s share price being equal to or greater than $16.83 with the final price based on an average 3 months stock price ending on the date of approval of the 2017 IGT PLC financial statements; and

·Re-investment of 50% of the total committed and awarded shares (considering also cash proceeds for exercised stock options) (after tax) in the next 3-years co-investment plan if in 2018 confirmed in the role for another three year mandate. To be noted that the 50% re-invested shares should be reduced by the shares missing to reach the Executive Stock Ownership Requirements.

If all conditions are met, all shares and all options will fully vest on the date of approval of 2017 IGT PLC financial statements, and options will then be subject to an additional four year exercise period (option strike price based on closing price on the day of grant).

Executive Stock Ownership Requirements

On July 28, 2015, our Board of Directors 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 (SOG) apply to:	- IGT PLC share plans starting in 2015 - Legacy IGT awards vesting after Policy effective date - Legacy GTECH awards, starting with the second tranche of the 2012 award and all of the 2013 and 2014 awards. - Options not vested as of Effective Date (2013 and 2014)
Covered Execs:	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

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Shares Included in Ownership:	All shares beneficially owned regardless of whether they are from an IGT PLC plan 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

Amounts accrued for pensions and similar benefits

As of December 31, 2015, the total amount accrued by IGT PLC and its subsidiaries to provide pension, retirement or similar benefits was $20,229,000.

Severance Arrangements

Each IGT PLC officer is entitled to severance payments and benefits if such 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 officers (i.e., Messrs.  Chambrello, Fornaro & Vincent) generally provide for the following benefits upon a termination other than for “cause.”

·18 months of base salary, bonus (based upon a three-year average), and perquisites;

·18 months tax preparation;

·any accrued but unpaid bonus earned for the prior fiscal year;

·a prorated bonus for the current fiscal year;

·18 months of health and welfare benefit continuation; and

·18 months following termination of employment to exercise vested stock options.

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In addition, upon the United States officer’s death or disability, the officer will be entitled to the following benefits under the employment agreements:

·18 months of base salary;

·18 months of bonus (based upon a three-year average) and perquisites;

·18 months of tax preparation;

·any accrued but unpaid bonus earned for the prior fiscal year;

·a prorated bonus for the current fiscal year;

·24 months of health and welfare benefit continuation; and

·18 months following termination of employment to exercise vested stock options.

Upon an officer’s retirement from IGT PLC, these employment agreements also provide for accelerated vesting of a portion of an officer’s outstanding performance share awards 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 Industriali), Messrs. Sala (30% of employment), Ascoli, and Cairoli are generally entitled, unless different ad hoc agreements between parties, to the following severance payments and benefits upon a termination of employment by IGT PLC other than for “cause,” a resignation for “good reason,” or due to the officer’s death or disability:

·severance pay determined under the collective agreement;

·any accrued but unpaid bonus for the prior fiscal year; and

·a notice indemnity equal to a minimum of six and a maximum of twelve months of total base salary and STI compensation.

Under the Lottomatica service agreement, Mr. Sala’s base salary is EUR 271,500, paid in 12 equal gross installments, plus additional benefits, including a company car. Mr. Sala also receives an integrative pension fund in accordance with Italian law. The base salary paid by Lottomatica will not be less than 25% of the total salary paid to him by the Company.

Mr. Sala also has an agreement with IGT PLC (70% of employment). The CEO’s service agreement with the Company can be terminated by either party on the giving of 3 months’ notice, if not immediately for cause. If terminated other than for cause, Mr. Sala is entitled to a severance payment worth three years of base salary and short-term incentive assumed at top level as of the termination date. The CEO cannot resign without prior approval from the Board. The CEO shall be paid a salary of £450,520 per annum and this salary shall be reviewed by the Board annually, but the Company is under no obligation to award an increase in salary. IGT PLC will also fully reimburse the CEO for any expenses incurred as a result of his appointment. The CEO does not receive any other benefits under his employment contract with the Company

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C.Board Practices

Pursuant to the IGT PLC Articles, the number of directors was set at 13, unless and until otherwise decided by the board (where, for the period of three years from the date of adoption of the IGT PLC Articles, not less than three-quarters of the directors present shall have voted in favor of such decision). The current directors were elected upon effectiveness of the Mergers. Tracey Weber, who was elected to the board upon effectiveness of the Mergers, resigned as a director, effective March 16, 2016. As a result of Ms. Weber’s resignation, there are currently 12 directors on the board. See “Item 6.A. Directors, Senior Management and Employees” above. The term of office of the current board of directors will expire three years from the date of the Mergers, after which period the directors will be elected annually. Each director may be re-elected at any subsequent general meeting of shareholders. None of our directors have service contracts with the Company (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 Company whether relating to the management of the business or not. As described above in section “Item6.A. Directors, Senior Management and Employees”, the board of directors currently comprises (i) five non-independent directors including IGT PLC’s CEO, Marco Sala; the former CEO of International Game Technology, Patti S. Hart; three directors appointed by IGT PLC’s controlling shareholder, De Agostini S.p.A.; and (ii) seven independent directors.

On April 7, 2015, the board of directors of the Company appointed the following committees: (1) an Audit Committee, (2) a Nominating and Corporate Governance Committee, and (3) a Compensation Committee. The board of directors also appointed Mr. Philip G. Satre as Non-Executive Chairman of the board.

The Audit Committee

IGT PLC’s Audit Committee is responsible for assisting the board of directors’ oversight of: (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent registered public accounting firm’s qualifications and independence, (d) the performance of the Company’s internal audit function and independent registered public accounting firm, and (e) such other duties as may be directed by the board.

The Audit Committee currently consists of Mr. Sadusky (Chairman), Sir Hanley and Mr. Alves. The membership of the Audit Committee comprises not less than three independent members, as determined by the board, and meets the independence and eligibility requirements of the NYSE and applicable law. Specifically, all members of the Audit Committee must meet (1) 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 and (2) the independence requirements of the NYSE, the SEC (including Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and other applicable law. The members of the 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. At least one member of the

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Committee must have accounting or related financial management expertise, as the board interprets such qualification in its business judgment. The Chairperson of the Audit Committee is also appointed by the board. See “Item16.A. Audit Committee Financial Expert” of this annual report on Form 20-F for additional information regarding Audit Committee financial experts.

The Charter for the Audit Committee is available on our website (www.igt.com). The information contained on our website is not included in, or incorporated by reference into, this annual report on Form 20-F.

The Compensation Committee

The purpose of the Compensation Committee is to discharge the responsibilities of the board relating to compensation of the Company’s executives and to take such other actions within the scope of its Charter as the Committee deems necessary or appropriate. IGT PLC’s Compensation Committee is responsible for, among other things: (1) 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, are fulfilled and produce a report of the Company’s remuneration policy and practices to be included in the Company’s 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; (2) reviewing management recommendations and advising management on broad compensation policies such as salary ranges, deferred compensation, incentive programs, pension and executive stock plans; (3) 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 (including, but not limited to, salary, long- and short-term incentive plans, retirement plans, deferred compensation plans, equity award plans, change in control or other severance plans, as the Committee deems appropriate) based on this evaluation: (4) monitoring issues associated with CEO succession and management development, and regularly reporting to the board of directors on them; (5) making recommendations to the board of directors with respect to the Company’s non-CEO executive officer compensation, incentive compensation plans and equity-based plans that are subject to board approval, reviewing and recommending to the board the form and amount of compensation paid to directors for board and committee service and for serving as Chairperson of a committee or Chairperson of the board of directors; (6) publishing the Charter as required by the rules and regulations of applicable law and as otherwise deemed advisable by the Committee; (7) evaluating the Committee’s performance and reviewing with the board of directors at least annually; (8) taking such other actions as may be requested or required by the board of directors from time to time; and (9) making recommendations and report to the board of directors and other board committees with respect to compensation policy of the Company or any of the foregoing matters.

The Compensation Committee currently consists of Messrs. Tondato da Ruos (Chairman), Dessy and Alves. The membership of the Committee comprises not less than three independent members, as determined by the board, and meets the independence and eligibility requirements of the NYSE and applicable law. The members 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 the Committee is appointed by the board of directors.

The Charter for the Compensation Committee is available on our website (www.igt.com). The information contained on our website is not included in, or incorporated by reference into, this annual report on Form 20-F.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for, among other things: (1) recommending to the board, consistent with criteria approved by the board (as set forth in the Company’s corporate governance guidelines) and consistent with policies, processes and criteria approved by the committee the number of directors comprising the board, the names of qualified persons to be nominated

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for election or re-election as directors and the membership and chairman of each board committee; (2) reviewing directorships in other public companies held by or offered to directors and senior officers of the Company; (3) evaluating Company policies relating to the recruitment of directors, including D&O insurance and indemnification bylaws, and making recommendations to the board, or any appropriate board committees, regarding such matters, reviewing periodically with the Company’s General Counsel and Chief Compliance Officer, in the light of changing conditions, new legislation, regulations and other developments, the Company’s Code of Business Conduct, making recommendations to the board of directors for any changes, amendments and modifications to the Code that the Committee shall deem desirable and promptly disclosing any waivers for directors or executive officers, as required by applicable law; (4) monitoring and reassessing from time to time the Corporate Governance Guidelines of the Company and recommending any changes to the board; (5) 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; (6) evaluating the Committee’s performance at least annually and report such evaluation to the board; (7) assisting the Company in making the periodic disclosures related to the Committee and required by rules issued or enforced by the SEC, publish its Charter as required by the rules and regulations of applicable law and as otherwise deemed advisable by the Committee; (8) taking such other actions as may be requested or required by the board from time to time; and (9) making recommendations and report to the board and other board committees with respect to any of the foregoing matters.

The Nominating and Corporate Governance Committee currently consists of Mr. McCann (Chairman), Sir Hanley and Mr. Satre. The membership of the Committee comprises not less than three independent members, as determined by the board, and meets the independence and eligibility requirements of the NYSE and applicable law. The members are appointed by and serve at the discretion of the board until each such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The Chairperson of the Committee is appointed by the board of directors.

The Charter for the Nominating and Corporate Governance Committee is available on our website (www.igt.com). The information contained on our website is not included in, or incorporated by reference into, this annual report on Form 20-F.

Indemnification of Members of the Board of Directors

IGT PLC 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 IGT PLC’s and International Game Technology’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 IGT PLC or International Game Technology or any of their subsidiaries at or prior to the completion of the Mergers.

IGT PLC’s articles of association and International Game Technology’s certificate of incorporation and bylaws will provide, and will continue to provide for the six years following the completion of the Mergers, for the exculpation and indemnification of, and advancement of expenses to, IGT PLC and International Game Technology directors, officers and employees.

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D. Employees

As of December 31, 2015, IGT PLC conducted business in approximately 100 countries worldwide on six continents and had 12,543 employees.  Relations with IGT PLC’s mid-level employees and production workers in Italy are subject to Italy’s national collective bargaining agreement for the metalwork’s industry.  On December 1, 2000, IGT PLC entered into an agreement with its mid-level employees and production workers supplementing the terms of the relevant national collective bargaining agreement.  Relations with IGT PLC’s executives are subject to the national collective bargaining agreement for executives in the metalwork’s industry.  Most of IGT PLC’s employees are not represented by any labor union.  IGT PLC believes that its relationship with its employees is generally satisfactory.  During the last three years, IGT PLC has not experienced any strike that significantly influenced its business activities. In the United States, three organizational units have elected representation by third-party union organizations.  The Company is currently negotiating in good faith collective bargaining agreements with three separate labor unions.

Compared to the preceding fiscal year, IGT PLC’s headcount increase as of December 31, 2015 was significant, increasing by over 3,600 employees, due to the Mergers.  Hiring of new employees outside of replacing employees who left IGT PLC has been focused on game engineering and content.  Workforce reductions over the past year have been mostly focused on synergies gained due to the Mergers.

On April 7, 2015 the Mergers were completed. The Mergers necessitated a reorganization of the Company.  As shown in the table below, IGT PLC is now operated under four business segments supported by central corporate support functions. These changes resulted in a number of changes in roles and responsibilities, as well as reporting relationships for many employees globally.

Employees by Segment

	As of December 31,
	2015	2014	2013
North America Gaming & Interactive	6,533	3,166	2,850
North America Lottery	2,514	2,509	2,399
International	781	914	1,132
Italy	1,714	1,605	1,481
Corporate Support	1,001	617	606
	12,543	8,811	8,468

As of December 31, 2015, the proportion of women among permanent employees was 31%; 22% of senior management was female.

1,056 employees left IGT PLC voluntarily in the course of 2015.  Staff voluntary attrition rate was 8.23%, compared to 7.1% in 2014 and 8.3% in 2013.  Additionally, 834 employees had their employment involuntarily terminated, 553 of which were part of synergies gained due to the Mergers.

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E.Share Ownership

The following table sets forth information, as of April 21, 2016, regarding the beneficial ownership of IGT PLC ordinary shares, including:

·each member of the IGT PLC board of directors;

·each executive officer of IGT PLC; and

·all members of the IGT PLC board of directors and executive officers, 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, IGT PLC believes that each shareholder identified in the table possesses sole voting and investment power over all IGT PLC ordinary shares shown as beneficially owned by that shareholder.  Percentage of beneficial ownership is based on the approximately 201,034,498 million IGT PLC ordinary shares outstanding as of April 21, 2016.

Name of Beneficial Owner	Number of Ordinary Shares(1)		Percentage(2)
Directors:
Philip G. Satre	35,378	(3)	0.02
Paget L. Alves	15,878		0.01
Paolo Ceretti	13,597		0.01
Alberto Dessy	10,537		0.01
Marco Drago	10,537		0.01
Sir Jeremy Hanley	10,537		0.01
Patti S. Hart	208,426		0.10
James F. McCann	39,288		0.02
Lorenzo Pellicioli	81,937		0.04
Vincent L. Sadusky	13,739		0.01
Marco Sala	1,841,956		0.91
Gianmario Tondato da Ruos	10,537		0.01
Non-Director Executive Officers:
Renato Ascoli	541,369		0.27
Walter Bugno	350,762		0.17
Fabio Cairoli	79,593		0.04
Michael Chambrello	0		0
Alberto Fornaro	311,833		0.15
Robert Vincent	46,393		0.02
All members of IGT PLC board of directors and executive officers as a group	3,622,297		1.78

(1)Includes shares issuable upon the exercise of options which are exercisable as of, or will become exercisable within 60 days after, April 21, 2016 as follows:  Mr. Sala (1,036,929), Mr. Ascoli (346,626), Mr. Bugno (261,365), Mr. Cairoli (65,159), Mr. Fornaro (252,987), and Mr. Vincent (36,068).  Includes restricted share units scheduled to vest within 60 days of April 21, 2016 as follows:  Mr. Satre (13,171), Mr. Alves (10,537), Mr. Ceretti (10,537), Mr. Dessy (10,537), Mr. Drago (10,537), Sir Hanley (10,537), Ms. Hart (10,537), Mr. McCann (10,537), Mr. Pellicioli (10,537), Mr.

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Sadusky (10,537), and Mr. Tandato da Ruos (10,537).  Includes performance share units scheduled to vest within 60 days of April 21, 2016 as follows:  Mr. Sala (170,712), Mr. Ascoli (57,630), Mr. Bugno (43,006), Mr. Cairoli (14,434), Mr. Fornaro (41,279), and Mr. Vincent (5,874).  For performance share units, fractional amounts have been rounded to the nearest whole number.

(2)Any securities not outstanding that are subject to options or conversion privileges exercisable within 60 days of April 21, 2016 are deemed outstanding for the purpose of computing the percentage of outstanding securities of the class owned by any person holding such securities but are not deemed outstanding for the purpose of computing the percentage of the class owned by any other person.

(3)Of this total, 22,207 shares are held by the Philip G. Satre and Jennifer A. Satre Family Revocable Trust (of which Mr. Satre is a trustee and beneficiary).

The table below sets forth the options on the Company’s ordinary shares granted to each executive officer that were outstanding as of April 21, 2016.  As of such date, none of the directors held outstanding options other than Mr. Sala.  In addition, Mr. Chambrello did not hold any outstanding options as of such date.  For each of the option grants listed below, the options are exercisable for IGT PLC ordinary shares, 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 Vested	Amount Unvested	Exercise Price		Expiration Date
Marco Sala	November 30, 2015	250,000	0	250,000	$	15.53	November 30, 2022
	July 28, 2011	386,376	386,376	0	$	13.96	April 14, 2017
	July 26, 2012	386,518	301,484	0	$	16.54	March 31, 2018
	July 30, 2013	349,069	0	349,069	$	21.74	March 31, 2019
	July 31, 2014	420,673	0	420,673	$	20.29	March 31, 2020
Renato Ascoli	July 28, 2011	124,110	124,110	0	$	13.96	April 14, 2017
	July 26, 2012	124,169	96,851	0	$	16.54	March 31, 2018
	July 30, 2013	125,665	0	125,665	$	21.74	March 31, 2019
	July 31, 2014	158,653	0	158,653	$	20.29	March 31, 2020
Walter Bugno	July 28, 2011	95,570	95,570	0	$	13.96	April 14, 2017
	July 26, 2012	93,218	72,710	0	$	16.54	March 31, 2018
	July 30, 2013	93,085	0	93,085	$	21.74	March 31, 2019
	July 31, 2014	117,521	0	117,521	$	20.29	March 31, 2020
Fabio Cairoli	July 30, 2013	65,159	0	65,159	$	21.74	March 31, 2019
	July 31, 2014	98,824	0	98,824	$	20.29	March 31, 2020
Alberto Fornaro	July 28, 2011	95,570	95,570	0	$	13.96	April 14, 2017
	July 26, 2012	93,218	72,710	0	$	16.54	March 31, 2018
	July 30, 2013	84,707	0	84,707	$	21.74	March 31, 2019
	July 31, 2014	106,944	0	106,944	$	20.29	March 31, 2020
Robert Vincent	July 28, 2011	13,650	13,650	0	$	13.96	April 14, 2017
	July 26, 2012	13,228	10,317	0	$	16.54	March 31, 2018
	July 30, 2013	12,101	0	12,101	$	21.74	March 31, 2019
	July 31, 2014	32,051	0	32,051	$	20.29	March 31, 2020

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Item 7.Major Shareholders and Related Party Transactions

A.Major Shareholders

As of April 21, 2016, our outstanding capital stock consisted of 201,034,498 ordinary shares having a nominal value of $0.10 per share.

The following table sets forth information with respect to beneficial ownership of our ordinary shares by persons known by us to beneficially own 5% or more of voting power as a result of their ownership of ordinary shares as of April 21, 2016.

Name of Beneficial Owner	Number of Ordinary Shares Owned	Percent of Common Shares Owned		Percent of Combined Voting Power
De Agostini S.p.A.(*)	103,422,324	46.43	%	51.45	%
DeA Partecipazioni S.p.A.	10,073,006	5.01	%	5.01	%

(*) Includes the ordinary shares held in the Company by DeA Partecipazioni S.p.A., a wholly owned subsidiary of De Agostini S.p.A.

Immediately prior to effectiveness of the Mergers on April 7, 2015, De Agostini S.p.A. held 93,349,318 ordinary shares of GTECH, equal to approximately 53.30% of GTECH’s then-outstanding ordinary share capital, and DeA Partecipazioni S.p.A. held 10,073,006 ordinary shares of GTECH, equal to approximately 5.75% of GTECH’s then-outstanding ordinary share capital. Because DeA Partecipazioni is a wholly owned subsidiary of De Agostini, we refer to both entities collectively as “De Agostini” unless the context otherwise requires. During the past three years prior to April 7, 2015, there have been no significant changes in the percentage ownership held by De Agostini in the Company.

De Agostini does not have different voting rights from our other shareholders. However, through its voting power, De Agostini has the ability to significantly influence the decisions submitted to a vote of our 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.

Our ordinary shares are listed and can be traded on the NYSE in U.S. dollars. Our special voting shares are not listed on the NYSE and will be transferable only in very limited circumstances.

Our ordinary shares may be held in the following two ways:

·Beneficial interests in our 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.

·In certificated form.

As of April 21, 2016, 100% of our ordinary shares were held in the U.S. by 103 record holders. As of April 21, 2016, there were 201,034,498 special voting shares of the Company outstanding, which are all held by Computershare Company Nominees Limited in its capacity as the nominee appointed by the Company to hold the special voting shares under the terms of the Company’s loyalty share plan.

As of March 31, 2016, B&D di Marco Drago e C. S.a.p.a. owned 68.2% of De Agostini. As described above, De Agostini controls IGT PLC.

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B.Related Party Transactions

Amounts receivable from and payable to related parties are as follows:

	December 31,
($ thousands)	2015	2014
Tax related receivables	1,286	47,405
Trade receivables	8	91
De Agostini Group	1,294	47,496
Trade receivables	17,347	30,650
Autogrill S.p.A.	17,347	30,650
Trade receivables	2,086	205
OPAP S.A.	2,086	205
Trade receivables	—	84
Ringmaster S.r.l.	—	84
Total related party receivables	20,727	78,435
Tax related payables	35,627	148,609
Trade payables	3,354	3,260
De Agostini Group	38,981	151,869
Trade payables	846	989
Autogrill S.p.A.	846	989
Trade payables	524	1,509
Ringmaster S.r.l.	524	1,509
Total related party payables	40,351	154,367

Tax related receivables and payables arise from the tax consolidation performed at the De Agostini Group level.

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The following table sets forth transactions with related parties:

	For the year ended December 31,
($ thousands)	2015	2014	2013
Service revenue and product sales
Autogrill S.p.A.	6,060	7,834	7,474
OPAP S.A.	4,036	3,153	—
Ringmaster S.r.l.	239	535	329
De Agostini Group	21	380	94
	10,356	11,902	7,897
Operating costs
Ringmaster S.r.l.	12,651	14,808	9,064
Assicurazioni Generali S.p.A.	3,003	3,641	3,390
De Agostini Group	569	1,266	7,324
	16,223	19,715	19,778

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 our technologies. We may purchase from or make sales to these organizations. We believe that the terms of each of these arrangements were fair and not less favorable to us than could have been obtained from unaffiliated parties.

De Agostini Group

The Company is majority owned by De Agostini S.p.A. Amounts receivable from De Agostini S.p.A. and subsidiaries of De Agostini S.p.A. (“De Agostini Group”) are non-interest bearing.

On May 8, 2013, the Company entered into a framework agreement with De Agostini S.p.A. pursuant to which De Agostini S.p.A. may make short-term loans to the Company and the Company may deposit cash with De Agostini S.p.A. on a short-term basis. The framework agreement provided that any such transactions would be in compliance with existing third party loan covenants and concluded on an arm’s-length basis. The framework agreement was terminated on March 18, 2015, and no transactions were executed under the framework agreement.

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Autogrill S.p.A.

IGT PLC board member Gianmario Tondato da Rous is Chief Executive Officer and a director of Autogrill S.p.A. (“Autogrill”), a global operator of food and beverage services for travelers. Under concessions signed with operators of airports, motorways and railway stations in Italy, Autogrill is also a seller of scratch and win (“S&W”) and lottery tickets. The Company is the sole licensee for the S&W and lottery concessions in Italy through its subsidiary Lotterie Nazionali S.r.l.

Ringmaster S.r.l.

The Company has a 50% interest in Ringmaster S.r.l., an Italian joint venture, which is accounted for using the equity method of accounting. Ringmaster S.r.l. provides software development services for the Company’s interactive gaming business pursuant to an agreement dated December 7, 2011.

Assicurazioni Generali S.p.A.

Assicurazioni Generali S.p.A. (“Generali”) is a related party of the Company as the Vice-Chairman of the Company’s board also serves on Generali’s board of directors. In 2012, the Company entered into a lease agreement to lease the Company’s headquarters facility in Rome, Italy from a wholly-owned subsidiary of Generali.

Yeonama Holdings Co. Limited and OPAP S.A.

The Company has a 30% interest in Yeonama Holdings Co. Limited (“Yeonama”), which is accounted for at fair value. Yeonama is a shareholder in Emma Delta Limited, the fund that holds a 33% interest in OPAP S.A. (“OPAP”), the Greek gaming and football betting operator. Marco Sala, IGT PLC Chief Executive Officer and board member, is a member of the board of directors of OPAP. GTECH UK Interactive Limited (“GTECH UK”), a subsidiary of the Company, provide sports betting and player account management systems to OPAP S.A. The Company is also a technology provider of VLT central systems to OPAP S.A.

CLS-GTECH Company Limited

The Company has a 50% interest in CLS-GTECH Company Limited (“CLS-GTECH”), which is accounted for using the equity method of accounting. CLS-GTECH is a joint venture that was formed to provide a nationwide KENO system for Welfare lotteries throughout China.

Connect Ventures One LP

Since 2011, the Company has held an investment in Connect Ventures One LP, a venture capital fund which targets ‘‘early stage’’ investment operations, with the legal status of limited partnership under English law. The fund is considered a related party because at least one key figure in the fund’s management is related to a number of leading representatives of De Agostini S.p.A., as well as directors of the Company.

The Company’s investment in Connect Ventures One LP was $4.7 million and $3.6 million at December 31, 2015 and December 31, 2014, respectively. The Company accounts for this investment as an available for sale investment.

Connect Ventures Two LP

On November 24, 2015, the Company invested $0.5 million in Connect Ventures Two LP. The fund is considered a related party because at least one key figure in the fund’s management is related to a number of leading representatives of De Agostini S.p.A., as well as directors of the Company.

The Company accounts for its investment in Connect Ventures Two LP as an available for sale investment.

Willis Towers Watson

IGT PLC board member James McCann is a member of the board of directors of Willis Towers Watson (previously Willis Group Holdings PLC) (“Willis Towers”), a global firm with offerings from insurance and reinsurance to retirement planning and health-care consulting. IGT PLC board member Sir Jeremy Hanley is a member of the board of directors of Willis Ltd., a subsidiary of Willis Towers. The Company obtains insurance coverage, including director and officer insurance, through subsidiaries of Willis Towers. The Company paid subsidiaries of Willis Towers $5.0 million, $3.3 million and $3.2 million in 2015, 2014 and 2013, respectively.

Employment Arrangement

Enrico Drago, the son of IGT PLC board member Marco Drago, is a board member and Chief Executive Officer of the Company’s wholly owned subsidiary Lottomatica S.p.A.

C.Interests of Experts and Counsel

Not applicable.

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Item 8.Financial Information

A.Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements” for our Consolidated Financial Statements and reports of our independent registered accounting firms. The Company has not yet implemented a formal policy on dividend distributions.

B.Significant Changes

On April 7, 2015, GTECH merged with and into IGT PLC, and Sub merged with and into International Game Technology, with International Game Technology surviving the merger as a wholly owned subsidiary of IGT PLC, all pursuant to the Merger Agreement. See “Item 4. Information on the Company - A. History and Development of the Company - Acquisition of International Game Technology.”

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Item 9.The Offer and Listing

A.Offer and Listing Details

On April 7, 2015, our ordinary shares began trading on the NYSE under the symbol “IGT.”  The following tables set forth the high and low daily closing prices of our ordinary shares as reported on the NYSE for each of the periods indicated:

Ordinary Share Price

	NYSE
	High		Low
	(USD)
Year:
2015	$	20.68	$	14.73

	NYSE
Reference Date	High		Low
Month
First Quarter 2016	$	18.25	$	12.71
Fourth Quarter 2015	$	16.64	$	14.73
Third Quarter 2015	$	19.32	$	15.13
Second Quarter 2015	$	20.68	$	17.17

	NYSE
Reference Date	High		Low
Month
April 2016	$	18.49	$	17.34
March 2016	$	18.25	$	15.14
February 2016	$	14.94	$	12.71
January 2016	$	16.16	$	13.93
December 2015	$	16.64	$	14.74
November 2015	$	16.58	$	15.24

On April 29, 2016, the last reported daily closing price of our ordinary shares as reported was $17.34 per share on the NYSE.

B.Plan of Distribution

Not applicable.

C.Markets

Our outstanding ordinary shares are listed on the NYSE under the symbol “IGT.”

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D.Selling Shareholders

Not applicable.

E.Dilution

Not applicable.

F.Expenses of the Issue

Not applicable.

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Item 10.Additional Information

A.Share Capital

Not applicable.

B. Memorandum and Articles of Association

IGT PLC 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 (“CA 2006”). The following is a summary of certain provisions of the IGT PLC Articles and of the applicable laws of England. The following is a summary and, therefore, does not contain full details of the IGT PLC Articles, which are attached as Exhibit 1.1 to this annual report on Form 20-F.

Board of directors (the “Board”)

Directors’ interests

Except as otherwise provided in the IGT PLC 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 IGT PLC), 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 IGT PLC or any of its subsidiary undertakings;

·the giving of a guarantee, security or indemnity in respect of a debt or obligation of IGT PLC 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;

·a transaction or arrangement concerning an offer of shares, debentures or other securities of IGT PLC 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 IGT PLC is or is to be a party concerning another company (including a subsidiary undertaking of IGT PLC) 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 IGT PLC 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.

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Directors’ borrowing powers

The directors may exercise all the powers of IGT PLC to borrow money and to mortgage or charge all or part of the undertaking, property and assets (present or future) and uncalled capital of IGT PLC 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 IGT PLC or of a third party.

Directors’ shareholding requirements

A director need not hold shares in IGT PLC to qualify to serve as a director.

Age limit

There is no age limit applicable to directors in the IGT PLC Articles.

Compliance with NYSE Rules

For as long as the Company’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.

Classes of shares

The Company 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 IGT PLC shareholders may declare a dividend on IGT PLC ordinary shares by ordinary resolution, and the Board may decide to pay an interim dividend to holders of IGT PLC ordinary shares in accordance with their respective rights and interests in IGT PLC, 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 realised 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 IGT PLC 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 IGT PLC.

The IGT PLC Articles also permit a scrip dividend scheme under which the directors may, with the prior authority of an ordinary resolution of IGT PLC, 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.

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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 IGT PLC in a general meeting are as follows:

1.On a show of hands,

a.the IGT PLC shareholder 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 IGT PLC 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; and

2.on a poll taken at a meeting, every qualifying shareholder present and entitled to vote on the resolution has one vote for every IGT PLC ordinary share 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 IGT PLC’s loyalty voting structure to direct the exercise of the vote.

Under the IGT PLC Articles, a poll on a resolution may be demanded by the chairman, 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. Such persons may demand the poll both in advance of, and during, a general meeting, either before or after a show of hands on a resolution.

In the case of joint holders, the vote of the senior holder who votes (or any proxy duly appointed by him) may be counted by IGT PLC.

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 IGT PLC 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. 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).

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Winding up

On a return of capital of IGT PLC on a winding up or otherwise, the holders of IGT PLC 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 IGT PLC’s assets available for distribution, save that:

·the holders of the Special Voting Shares will be entitled to receive out of the assets of IGT PLC available for distribution to its shareholders the sum of, in aggregate, U.S. $1.00; and

·the holders of the Sterling Non-Voting Shares will be entitled to receive out of the assets of IGT PLC available for distribution to its shareholders the sum of, in aggregate, £1.00,

but in no case will any of such holders be entitled to any further participation in the assets of IGT PLC.

Redemption provisions

The IGT PLC ordinary shares are not redeemable.

The Special Voting Shares may be redeemed by IGT PLC for nil consideration in certain circumstances (as set out in the IGT PLC Articles).

The Sterling Non-Voting Shares may be redeemed by IGT PLC for nil consideration at any time.

Sinking fund provisions

None of the shares in IGT PLC is subject to any sinking fund provision under the IGT PLC Articles or as a matter of English law.

Liability to further calls

No holder of any share in IGT PLC 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 capital of IGT PLC may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated, either while IGT PLC 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 IGT PLC representing 75% of the voting rights attaching to the IGT PLC 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 IGT PLC 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 general meetings of IGT PLC, but not otherwise. The CA 2006 allows an English company to have flexibility in its articles of association with respect to variation of class rights, but the foregoing is typical and it broadly matches the default position under the CA 2006.

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 IGT PLC’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 IGT PLC of its own shares in accordance with the CA 2006.

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General meetings and notices

The Board has the power to call a general meeting of shareholders at any time. 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 company 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 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 IGT PLC 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 a general meeting are those on the register at the close of business on a day determined by the directors. Under English law, IGT PLC 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 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 IGT PLC 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 shares of IGT PLC, other than limitations that would generally apply to all shareholders.

Change of control

There is no specific provision in the IGT PLC Articles that directly would have an effect of delaying, deferring or preventing a change in control of IGT PLC and that would operate only with respect to a merger, acquisition or corporate restructuring involving IGT PLC 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 IGT PLC. As a result of the loyalty voting structure, it is possible that a relatively large portion of the voting power of IGT PLC could be concentrated in a relatively small number of holders who would have significant influence over IGT PLC. Such shareholders participating in the loyalty voting structure could reduce the likelihood of change of control transactions that may otherwise benefit holders of IGT PLC ordinary shares.  For a discussion of this risk, see “Item 3 Key Information - D. Risk Factors”.

Disclosure of ownership interests in shares

Under article 60 of the IGT PLC Articles, shareholders must comply with the notification obligations to the company contained in Chapter 5 (Vote Holder and Issuer Notification Rules) of the Disclosure and Transparency Rules (“DTR”) (including, without limitation, the provisions of DTR 5.1.2) as if IGT PLC 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 IGT PLC if the percentage of voting rights in IGT PLC it holds reaches 1% and crosses any one percent threshold thereafter (up or down).

Section 793 of the CA 2006 gives IGT PLC 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

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interest in any IGT PLC shares 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 the IGT PLC Articles, if any shareholder, or any other person appearing to be interested in IGT PLC shares held by such shareholder, fails to give IGT PLC 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).

Changes in share capital

The IGT PLC 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 March 13, 2015), 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 IGT PLC 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 IGT PLC ordinary share 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; and English company is not required to set limits in its articles on the maximum aggregate number or price paid for the repurchase of its shares.

The IGT PLC 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 March 13, 2015), to allot shares in IGT PLC, or to grant rights to subscribe for or to convert or exchange any security into shares in IGT PLC, up to an aggregate nominal amount (i.e., par value) of U.S. $185,000,000.

The IGT PLC 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 March 13, 2015), to exclude pre-emption rights in respect of such issuances up to an aggregate nominal amount (i.e., par value) of U.S. $185,000,000.

These provisions are more restrictive than required under English law; and English company is not required to set limits in its articles on the maximum amounts for allotment of shares or exclusion of pre-emption rights.

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C.Material Contracts

Agreements related to the Acquisition of International Game Technology

For a discussion of the Mergers, please see “Item 4.  Information on the Company—A.  History and Development of the Company—Acquisition of International Game Technology.”

Voting Agreement

In connection with the Merger Agreement, on July 15, 2014, IGT PLC and International Game Technology entered into a voting agreement (the “Voting Agreement”) with De Agostini.  The Voting Agreement requires that, from and after April 7, 2015 until April 7, 2018, De Agostini will vote all of the IGT PLC ordinary shares then owned in favor of any proposal or action so as to effect and preserve the board and executive officer composition of IGT PLC in place immediately following the Mergers.  Pursuant to the Voting Agreement, De Agostini is restricted from transferring any covered IGT PLC ordinary shares to any affiliate prior to April 7, 2018, unless the affiliate agrees to be bound by the Voting Agreement.

The Voting Agreement will terminate on April 7, 2018.  All determinations regarding any dispute between IGT PLC, International Game Technology and De Agostini following the effective times of the Mergers will be made by a committee of independent directors of IGT PLC who are not directors, officers or employees of De Agostini.

Illinois Contract Letter Agreement

In December 2014, the Illinois Contract was terminated pursuant to a termination agreement between Northstar, GTECH Corporation, Scientific Games International, Inc.  (“SGI”), and the State of Illinois (the “Termination Agreement”).  Over one month after its execution by the Governor of Illinois and the State of Illinois, the Illinois Attorney General notified the State of Illinois that it “disapproved” of the “proposed” Termination Agreement.  Relying on the Attorney General’s “disapproval,” the Governor’s Office informed Northstar that it believed the Termination Agreement was invalid and unenforceable, and that therefore the Illinois Contract remained in effect.  Both Northstar and IGT PLC believed that the Termination Agreement was valid and binding on the parties but entered into subsequent negotiations with the Illinois Lottery in an attempt to resolve the dispute.

Effective September 18, 2015, Northstar signed a Letter Agreement (the “Letter Agreement”) with the

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State of Illinois and the Illinois Lottery that superseded the previously entered Termination Agreement.  The Letter Agreement sets forth the terms governing the termination of the PMA, the transition services to be provided by Northstar, and the amendment and expiration terms of the respective Supply Agreements between Northstar and each of its key vendors, IGT Global Solutions Corporation and Scientific Games International, Inc.  As part of the Letter Agreement, the shortfall payments Northstar is required to make in relation to its obligation to guarantee minimum profit levels under the Illinois Contract for the fiscal years 2012, 2013, 2014 and 2015 have been agreed upon and settled for $21.8 million, $38.6 million, $37.1 million and $10.0 million, respectively.  No further cash impact will result from these shortfall payments’ final determination.  Northstar will not be responsible for the payment of any other shortfall payment, nor will it be entitled to receive any incentive compensation, for all or any portion of fiscal year 2015 or any subsequent fiscal year.  Under the terms of the Letter Agreement, the PMA shall remain in effect until the earlier of (i) the date that a transition of Northstar’s responsibilities to a replacement private manager is complete, or (ii) January 1, 2017.  The PMA may be extended for additional periods of between three and six months, upon the agreement of the Lottery and Northstar\, provided that Northstar receives written notice from the Illinois Lottery of the desired length of extension at least ninety (90) days prior to the expiration of the then-current term, and Northstar agrees in writing to such extension.  The Supply Agreement with IGT Global Solutions Corporation is scheduled to expire on July 1, 2017.  If a replacement private manager is selected, the Letter Agreement provides IGT Global Solutions Corporation with the right to negotiate with the new replacement private manager to extend its Supply Agreement beyond such date.  If the parties do not come to an agreement to extend or modify the IGT Supply Agreement by July 1, 2017, as consideration for the shortened IGT Supply Agreement, IGT Global Solutions Corporation will be paid a fee.

Related Party Agreements

For a discussion of our related party transactions, please see “Item 7.  Major Shareholders and Related Party Transactions—B.  Related Party Transactions.”

Compensation Arrangements

For a description of compensation arrangements with our directors and executive officers, please see “Item 6. Directors, Senior Managements and Employees — B. Compensation.”

Financing

For a description of our outstanding financing agreements, please see section “Item 3 Key Information—B. Liquidity and Capital Resources—Credit Facilities and Indebtedness.”

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 IGT PLC’s articles of association, which would prevent the transfer of capital or remittance of dividends, interest and other payments to holders of IGT PLC’s securities who are not residents of the U.K. on a general basis.

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E.Taxation

Material United States Federal Income Tax Considerations

This section summarizes the material U.S. federal income tax consequences of the ownership and disposition of IGT PLC ordinary shares by a U.S. holder (as defined below). This summary is based on and subject to the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, administrative rulings and court decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. The discussion assumes that IGT PLC shareholders will hold their IGT PLC 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. The discussion does not constitute tax advice and does not address all aspects of U.S. federal income taxation that may be relevant to particular IGT PLC shareholders in light of their personal circumstances, including any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, the U.S. Foreign Account Tax Compliance Act, or to such shareholders subject to special treatment under the Code, such as:

·banks, thrifts, mutual funds and other financial institutions;

·regulated investment companies;

·real estate investment trusts;

·traders in securities who elect to apply a mark-to-market method of accounting;

·broker-dealers;

·tax-exempt organizations and pension funds;

·U.S. holders who own (directly, indirectly or constructively) 10% or more of our 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 liable for the alternative minimum tax;

·shareholders who hold their shares as part of a straddle, hedging, conversion constructive sale or other risk reduction transaction;

·partnerships or other pass-through entities for U.S. federal income tax purposes and their partners and investors.; and

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·shareholders who 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 non-U.S., state or local tax consequences. For purposes of this discussion, a U.S. holder means a beneficial owner of IGT PLC ordinary shares who is:

·an individual who is a citizen or resident of the United States;

·a corporation (or other entity taxable 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 or any subdivision thereof;

·an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

·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 under applicable Treasury regulations 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 consequences. Each shareholder is urged to consult with such shareholder’s tax advisor with respect to the particular tax consequences to such shareholder.

If a partnership, including for this purpose any entity that is treated as a partnership for U.S. federal income tax purposes, holds IGT PLC ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A 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 IGT PLC ordinary shares.

Ownership of IGT PLC Ordinary Shares

The following discusses the material U.S. federal income tax consequences of the ownership and disposition of IGT PLC ordinary shares and assumes that IGT PLC will be a resident exclusively of the U.K. for tax purposes.

U.S. Holders

Taxation of Dividends

Subject to the following discussion of special rules applicable to Passive Foreign Investment Companies (“PFICs”), the gross amount of distributions with respect to IGT PLC’s ordinary shares (including the amount of any non-U.S. withholding taxes) will be taxed as dividends, to the extent that they are paid out of IGT PLC’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such distributions 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. The gross amount of the dividends paid by IGT PLC to U.S. holders may be eligible to be taxed at reduced rates applicable to “qualified dividend income.” Recipients of dividends from foreign 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 certain “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. Dividends paid with respect to stock of a foreign corporation which 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 the U.K.-U.S. Income Tax Treaty is satisfactory for this purpose and IGT PLC believes that it is eligible for benefits under such Income Tax

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Treaty. In addition, 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. Dividends paid by IGT PLC will not qualify for the dividends received deduction otherwise available to corporate shareholders.

To the extent that the amount of any dividend exceeds IGT PLC’s current and accumulated earnings and profits for a taxable year, the excess will first be treated as a tax-free return of capital, causing a reduction in the U.S. holder’s adjusted basis in IGT PLC ordinary shares. 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 IGT PLC ordinary shares for more than one year at the time the dividend is received as described below under “Sale, Exchange or Other Taxable Disposition.”

The amount of any dividend paid in foreign currency will be the U.S. dollar value of the foreign currency distributed by IGT PLC, calculated by reference to the exchange rate in effect on the date the dividend 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 should 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. However, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. holder includes the dividend payment in income to the date such U.S. holder actually converts the payment into U.S. dollars will be treated as ordinary income or loss.

Sale, Exchange or Other Taxable Disposition

Subject to the special rules applicable to PFICs, a U.S. holder will generally recognize taxable gain or loss on the sale, exchange or other taxable disposition of IGT PLC 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 holder’s tax basis in the IGT PLC ordinary shares.

Gain or loss realized on the sale, exchange or other taxable disposition of IGT PLC ordinary shares generally will be capital gain or loss and will be long-term capital gain or loss if the IGT PLC 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 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 made annually. If a U.S. holder is treated as owning PFIC stock, the 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 dividends paid by IGT PLC and of sales, exchanges and other dispositions of IGT PLC ordinary shares, and may result in other adverse U.S. federal income tax consequences.

IGT PLC believes that IGT PLC ordinary shares should not be treated as shares of a PFIC in the taxable year in which the Mergers are completed, and IGT PLC 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 IGT PLC will not become a PFIC at some future time as a result of changes in IGT PLC’s assets, income or business operations.

Information Reporting and Backup Withholding

U.S. individuals (and, under proposed regulations, certain entities) with interests in “specified foreign financial assets” (including, among other assets, IGT PLC ordinary shares, unless such shares were held

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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 who fail to file the form when required are subject to penalties. You should consult your own tax advisor as to the possible obligation to file such information reports in light of your particular circumstances.

Dividends paid by IGT PLC to a U.S. holder may be subject to U.S. information reporting requirements and may be subject to backup withholding unless the U.S. holder provides an accurate taxpayer identification number on a properly completed IRS Form W-9 and certifies that no loss of exemption from backup withholding has occurred.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit on a holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

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 ARE UNCERTAIN. ACCORDINGLY, WE URGE U.S. SHAREHOLDERS TO CONSULT THEIR TAX ADVISOR 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 should generally not give rise to a taxable event for U.S. federal income tax purposes.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE SPECIAL VOTING SHARES IS UNCLEAR AND U.S. SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS IN RESPECT OF THE CONSEQUENCES OF ACQUIRING, OWNING, AND LOSING THE ENTITLEMENT TO INSTRUCT THE NOMINEE ON HOW TO VOTE IN RESPECT OF SPECIAL VOTING SHARES.

Material U.K. Tax Considerations

The following summary is intended to apply only as a general guide to certain United Kingdom (“U.K.”) tax considerations, and is based on current U.K. tax law and current published practice of HM 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 IGT PLC 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 IGT PLC ordinary shares. The statements may not apply to certain classes of investors such as (but not limited to) persons acquiring their IGT PLC 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

IGT PLC will not be required to withhold tax at the source from dividend payments it makes.

U.K. resident individual shareholders

An individual shareholder who is resident in the U.K. for tax purposes and who receives a dividend from

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IGT PLC will be entitled to a tax credit which may be set off against such individual shareholder’s total income tax liability on the dividend. Such an individual shareholder’s liability to income tax is calculated on the aggregate of the dividend and the tax credit (the “gross dividend”) which will be regarded as the top slice of the individual’s income. The tax credit is equal to 10% of the gross dividend (i.e. one-ninth of the amount of the cash dividend received).

A U.K. resident individual shareholder who is not liable to income tax in respect of the gross dividend will not be entitled to reclaim any part of the tax credit. A U.K. resident individual shareholder who is liable to income tax at the basic rate will be subject to income tax on the dividend at the rate of 10% of the gross dividend so that the tax credit will satisfy in full such shareholder’s liability to income tax on the dividend. A U.K. resident individual shareholder liable to income tax at the higher rate will be subject to income tax on the gross dividend at 32.5% but will be able to set the tax credit off against part of this liability. A U.K. resident individual shareholder liable to income tax at the additional rate will be subject to income tax on the gross dividend at 37.5% but will be able to set the tax credit off against part of this liability.

The effect of the tax credit is that a basic rate taxpayer will not have to account for any additional tax to HMRC, a higher rate taxpayer will have to account for additional tax equal to 22.5% of the gross dividend (which equals 25% of the cash dividend received) and an additional rate taxpayer will have to account for additional tax equal to 27.5% of the gross dividend (which is approximately 30.56% of the cash dividend received).

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 IGT PLC 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 IGT PLC 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 IGT PLC 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 IGT PLC, at the rate of corporation tax applicable to that corporate shareholder (currently 20%).

U.K. resident exempt shareholders

U.K. resident shareholders who are not liable to U.K. taxation on dividends, including pension funds and charities, will not be entitled to reclaim the tax credit attaching to any dividend paid by IGT PLC.

Non-U.K. resident shareholders

A shareholder resident outside the U.K. for tax purposes and who holds the IGT PLC ordinary shares as investments will not generally be liable to tax in the U.K. on any dividend received from IGT PLC, but would also not be able to claim payment from HMRC of any part of the tax credit attaching to a dividend received from IGT PLC, although this will depend on the existence and terms of any double taxation convention between the U.K. and the country in which such shareholder is resident.

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

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advisers concerning his or her tax liabilities (in the U.K. and any other country) on dividends received from IGT PLC, 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.

Taxation of Capital Gains

Disposal of IGT PLC Ordinary Shares

A disposal or deemed disposal of IGT PLC 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 IGT PLC ordinary shares, the applicable rate will be 28% (20% from April 2016, subject to the enactment of the Finance Bill). For an individual shareholder who is subject to income tax at the basic rate and liable to U.K. capital gains tax on such disposal, the applicable rate would be 0% (from April 2016, subject to the enactment of the Finance Bill).

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 IGT PLC 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 IGT PLC 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 IGT PLC 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 IGT PLC 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 IGT PLC 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.

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Material Italian Tax Considerations

This section describes the material Italian tax consequences of the ownership and transfer of IGT PLC ordinary shares. The following description does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to own or dispose of the shares (such as Italian inheritance and gift tax considerations, and transfer tax considerations) and, in particular does not discuss the treatment of shares that are held in connection with a permanent establishment or a fixed base through which a non-Italian resident shareholder carries on business or performs personal services in Italy.

For the purposes of this discussion, an “Italian Shareholder” is a beneficial owner of IGT PLC ordinary shares that is:

·an Italian resident individual; or

·an Italian resident corporation.

This section does not apply to shareholders subject to special rules, including:

·non profit organizations, foundations and associations that are not subject to tax;

·Italian commercial partnerships and assimilated entities (società in nome collettivo, in accomandita semplice);

·Italian noncommercial partnerships (società semplice);

·Individuals holding the shares in connection with the exercise of a business activity; and

·Italian real estate investment funds (fondi comuni di investimento immobiliare) and Italian real estate SICAF ( società di investimento a capitale fisso ).

In addition, where specified, this section also applies to Italian pension funds, Italian investment funds (fondi comuni di investimento mobiliare ), Società di Investimento Collettivo A Capitale Variabile (“SICAVs”) and Societa di Investimento Collettivo A Capitale Fisso (“SICAFs”) other than real estate SICAFs.

For the purposes of this discussion, a Non-Italian Shareholder means a beneficial owner of IGT PLC ordinary shares that is neither an Italian Shareholder nor a permanent establishment or a fixed base through which a non-Italian resident shareholder carries on business or performs personal services in Italy nor a partnership.

This discussion is limited to Italian Shareholders and Non-Italian Shareholders that hold their shares directly and whose shares represent, and have represented in any 12-month period preceding each disposal: (i) a percentage of voting rights in the ordinary shareholders’ meeting not greater than 2% for listed shares, or (ii) a participation in the share capital not greater than 5% for listed shares.

This section is based upon tax laws and applicable tax treaties and what is understood to be the current practice in Italy in effect on the date of the filing of this Form 20-F which may be subject to changes in the future, even on a retroactive basis. Italian Shareholders and Non-Italian Shareholders should consult their own advisors as to the Italian tax consequences of the ownership and disposal of IGT PLC ordinary shares in their particular circumstances.

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Ownership of IGT PLC Ordinary Shares

Italian Shareholders

Taxation of Dividends

The tax treatment applicable to dividend distributions depends upon the nature of the dividend recipient, as summarized below.

Italian resident individual shareholders

Dividends paid by a non-Italian resident company, such as IGT PLC, to Italian resident individual shareholders are subject to a 26% tax. Such tax (i) may be applied by the taxpayer in its tax return or (ii) if an Italian withholding agent intervenes in the collection of the dividends, may be withheld by such withholding agent.

In the event that a taxpayer elects to be taxed under the “Regime del Risparmio Gestito” (discussed below in the paragraph entitled “—Taxation of Capital Gains—Italian resident individual shareholders”), dividends are not subject to the 26% tax, but are subject to taxation under such “Regime del Risparmio Gestito.”

Pursuant to Law Decree No. 167, dated June 28, 1990, as amended, Italian resident individual shareholders who hold (or are beneficial owners of) foreign financial activities not being deposited or otherwise held or traded through Italian resident financial intermediaries must, in certain circumstances, disclose the aforesaid to the Italian tax authorities in their income tax return.

Italian resident corporations

Subject to the paragraph below, Italian Shareholders subject to Italian corporate income tax (“IRES”) should benefit from a 95% exemption on dividends if certain conditions are met. The remaining 5% of dividends are treated as part of the taxable business income of such Italian resident corporations, subject to tax in Italy under the IRES.

Dividends, however, are fully subject to tax in the following circumstances: (i) dividends paid to taxpayers using IAS/IFRS in relation to shares accounted for as “held for trading” on the balance sheet of their statutory accounts; or (ii) dividends paid in relation to shares acquired through repurchase transactions, stock lending and similar transactions, unless the beneficial owner of such dividends would have benefited from the 95% exemption described in the above paragraph.

For certain companies operating in the financial field and subject to certain conditions, dividends are also included in the tax base for the regional tax on productive activities (Imposta regionale sulle attività produttive —“IRAP”).

Italian pension funds

Dividends paid to Italian pension funds (subject to the regime provided for by Article 17 of Italian Legislative Decree No. 252 dated December 5, 2005) are not subject to any withholding tax, but must be included in the result of the relevant portfolio accrued at the end of the tax period, which is subject to substitute tax at the rate of 20%. Under certain conditions provided for by Article 1(92) of the Law dated December 23, 2014, No. 190 (published in the Official Gazette dated December 29, 2014), pensions funds may be granted a tax credit equal to 9% of the result accrued at the end of the tax period and subject to the substitute tax.

Italian investment funds (fondi comuni di investimento mobiliare), SICAVs and SICAFs.

Dividends paid to Italian investment funds, SICAVs and SICAFs are neither subject to any withholding tax nor to any taxation at the level of the fund, SICAV or SICAF. A withholding tax may apply in certain circumstances at the rate of up to 26% on distributions made by the investment funds, SICAVs or SICAFs.

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Taxation of Capital Gains

Italian resident individual shareholders

Capital gains realized upon disposal of shares or rights by an Italian resident individual shareholder are subject to Italian final substitute tax (imposta sostitutiva ) at a 26% rate.

Capital gains and capital losses realized in the relevant tax year have to be declared in the annual income tax return (Regime di Tassazione in Sede di Dichiarazione dei Redditi). Losses in excess of gains may be carried forward against capital gains realized in the four subsequent tax years. While losses generated as of July 1, 2014 can be carried forward for their entire amount, losses realized until December 31, 2011 can be carried forward for 48.08% of their amount only, and losses realized between January 1, 2012 and June 30, 2014 for 76.92% of their amount.

As an alternative to the Regime di Tassazione in Sede di Dichiarazione dei Redditi described in the above paragraph, Italian resident individual shareholders may elect to be taxed under one of the two following regimes:

(i) Regime del Risparmio Amministrato: Under this regime, separate taxation of capital gains is allowed subject to (i) the shares and rights in respect of the shares being deposited with Italian banks, società di intermediazione mobiliare or certain authorized financial intermediaries resident in Italy for tax purposes and (ii) an express election for the Regime del Risparmio Amministrato being timely made in writing by the relevant shareholder. Under the Regime del Risparmio Amministrato, the financial intermediary is responsible for accounting for the substitute tax in respect of capital gains realized on each sale of the shares or rights on the shares, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the shareholder. Under the Regime del Risparmio Amministrato, where a sale of the shares or rights on the shares results in a capital loss, such loss may be deducted (up to 48.08% for capital losses realized until December 31, 2011 and up to 76.92% for capital losses realized between January 1, 2012 and June 30, 2014) from capital gains of the same kind subsequently realized under the same relationship of deposit in the same tax year or in the four subsequent tax years. Under the Regime del Risparmio Amministrato, the shareholder is not required to declare the capital gains in its annual tax return.

(ii) Regime del Risparmio Gestito: Under this regime, any capital gains accrued to Italian resident individual shareholders that have entrusted the management of their financial assets, including the shares and rights in respect of the shares, to an authorized Italian-based intermediary, and have elected for the Regime del Risparmio Gestito, are included in the computation of the annual increase in value of the managed assets accrued, even if not realized, at year-end, subject to the 26% substitute tax to be applied on behalf of the taxpayer by the managing authorized Italian-based intermediary. Under the Regime del Risparmio Gestito, any decline in value of the managed assets accrued at year-end may be carried forward (up to 48.08% if accrued until December 31, 2011 and up to 76.92% if accrued between January 1, 2012 and June 30, 2014) and set against increases in value of the managed assets which accrue in any of the four subsequent tax years. Under the Regime del Risparmio Gestito, the shareholder is not required to report capital gains realized in its annual tax declaration.

Italian resident corporations

Capital gains realized through the disposal of IGT PLC ordinary shares by Italian Shareholders which are companies subject to IRES benefit from a 95% exemption (referred to as the “Participation Exemption Regime”), if the following conditions are met:

i.the shares have been held continuously from the first day of the 12th month preceding the disposal; and

ii.the shares were accounted for as a long-term investment in the first balance sheet closed after the acquisition of the shares (for companies adopting IAS/IFRS, shares are considered to be a long-term investment if they are different from those accounted for as “held for trading”).

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Based on the assumption that IGT PLC is a resident of the U.K. for tax purposes, that its ordinary shares are listed on a regulated market, that its value will be predominantly composed of shareholdings in companies carrying on a business activity and not resident in a State with a preferential tax system, the two additional conditions set forth by Article 87 of the CTA in order to enjoy the Participation Exemption Regime (i.e. the company is not resident in a State with a preferential tax system and carries on a business activity) are both met.

The remaining 5% of the amount of such capital gain is included in the aggregate taxable income of the Italian resident corporate shareholders and subject to taxation according to ordinary IRES rules and rates.

If the conditions for the Participation Exemption Regime are met, capital losses from the disposal of shareholdings realized by Italian resident corporate shareholders are not deductible from the taxable income of the company.

Capital gains and capital losses realized through the disposal of shareholdings which do not meet at least one of the aforementioned conditions for the Participation Exemption Regime are, respectively, fully included in the aggregate taxable income and fully deductible from the same aggregate taxable income, subject to taxation according to ordinary rules and rates. However, if such capital gains are realized upon disposal of shares which have been accounted for as a long-term investment on the last three balance sheets, then if the taxpayer so chooses the gains can be taxed in equal parts in the year of realization and the four following tax years.

The ability to use capital losses to offset income is subject to significant limitations, including provisions against “dividend washing.”  In addition, Italian resident corporations that recognize capital losses exceeding €50,000 are subject to tax reporting requirements in their annual income tax return (also in case such capital losses are realized as a consequence of a number of transactions). Furthermore, for capital losses of more than €5,000,000, deriving from transactions on shares booked as fixed financial assets, the taxpayer must report the relevant information in its annual income tax return (also in case such capital losses are realized as a consequence of a number of transactions). Such an obligation does not apply to parties who prepare their financial statements in accordance with IAS/IFRS international accounting standards. Italian resident corporations that recognize capital losses should consult their tax advisors as to the tax consequences of such losses.

For certain types of companies operating in the financial field and subject to certain conditions, the capital gains are also included in the IRAP taxable base.

Italian pension funds

Capital gains realized by Italian pension funds are not subject to any withholding or substitute tax. Capital gains and capital losses must be included in the result of the relevant portfolio accrued at the end of the tax period, which is subject to a 20% substitute tax. Under certain conditions provided for by Article 1(92) of the Law dated December 23, 2014, No. 190 (published in the Official Gazette dated December 29, 2014) pension funds may be granted a tax credit equal to 9% of the result accrued at the end of the tax period and subject to the substitute tax.

Italian investment funds (fondi comuni di investimento mobiliare), SICAVs and SICAFs.

Capital gains realized by Italian investment funds, SICAVs and SICAFs are not subject to any withholding or substitute tax. Capital gains and capital losses must be included in the investment funds, SICAV’s and SICAF’s annual results, which are not subject to tax. A withholding tax may apply in certain circumstances at the rate of up to 26% on distributions made by the funds, SICAVs and SICAFs.

IVAFE-Imposta sul Valore delle Attività Finanziarie detenute all’Estero

According to Article 19 of the Law Decree of December 6, 2011, No. 201 (“Decree No. 201/2011”), implemented by the Law dated December 22, 2011, No. 214, Italian resident individuals holding financial assets—including shares—outside the Italian territory are required to pay a special tax (IVAFE) at the rate of 0.20%. The tax applies on the market value (or, in the lack thereof, on the nominal value or the

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redemption value) at the end of the relevant year of such financial assets held outside the Italian territory.

Taxpayers may deduct from the tax due a tax credit equal to any wealth taxes paid in the State where the financial assets are held (up to the amount of the Italian tax due).

Non-Italian Shareholders

Taxation of Dividends

According to Italian tax laws, the distribution of dividends by IGT PLC will not trigger any taxable event for Italian income tax purposes for Non-Italian Shareholders.

Taxation of Capital Gains

According to Italian tax laws, capital gains on IGT PLC ordinary shares will not trigger any taxable event for Italian income tax purposes for Non-Italian Shareholders.

Loyalty Voting Structure

NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY HAS PROVIDED PUBLISHED GUIDANCE ON THE ITALIAN TAX CONSEQUENCES OF THE RECEIPT, OWNERSHIP OR LOSS OF THE ENTITLEMENT TO INSTRUCT THE NOMINEE ON HOW TO VOTE IN RESPECT OF SPECIAL VOTING SHARES AND AS A RESULT, SUCH TAX CONSEQUENCES ARE UNCERTAIN. ACCORDINGLY, WE URGE ITALIAN SHAREHOLDERS TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE RECEIPT, OWNERSHIP AND LOSS OF THE ENTITLEMENT TO INSTRUCT THE NOMINEE ON HOW TO VOTE IN RESPECT OF SPECIAL VOTING SHARES.

Receipt of the entitlement to instruct the Nominee on how to vote in respect of special voting shares

An Italian Shareholder that receives the entitlement to instruct the Nominee on how to vote in respect of special voting shares issued by IGT PLC should in principle not recognize any taxable income upon the receipt of such entitlement.  Under a possible interpretation, the issue of special voting shares can be treated as the issue of bonus shares free of charge to the shareholders out of existing available reserves of IGT PLC. Such issue should not have any material effect on the allocation of the tax basis of an Italian Shareholder between its IGT PLC ordinary shares and the corresponding IGT PLC special voting shares.  Because the special voting shares are not transferable and their very limited economic rights (equal to a fraction of the aggregate sum of $1) can be enjoyed only at the time of a return of capital of the company, of a winding up or otherwise, IGT PLC believes and intends to take the position that the tax basis and the fair market value of the special voting shares is minimal. However, because the determination of the tax basis and fair market value of the special voting shares is not governed by any guidance that directly addresses such a situation and is unclear, the Italian tax authorities could assert that the tax basis and fair market value of the special voting shares as determined by IGT PLC are incorrect.

Loss of the entitlement to instruct the Nominee on how to vote in respect of special voting shares

The tax treatment of an Italian Shareholder that loses its entitlement to instruct the Nominee on how to vote in respect of special voting shares for no consideration is uncertain. It is possible that an Italian Shareholder should recognize a loss to the extent of the Italian Shareholder’s tax basis (if any). The deductibility of such loss depends on individual circumstances and conditions required by Italian law. It is also possible that an Italian Shareholder would not be allowed to recognize a loss upon losing its entitlement to instruct the Nominee on how to vote in respect of special voting shares and instead should increase its basis in its IGT PLC ordinary shares by an amount equal to the tax basis (if any) in such IGT PLC special voting shares.

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Stamp Duty (Imposta di bollo)

According to Article 19 of Decree No. 201/2011, a proportional stamp duty applies on a yearly basis on the market value (or, in the lack thereof, on the nominal value or the redemption value) of any financial product or financial instrument. The stamp duty applies at the rate of 0.20% and, in respect of Italian Shareholders or Non-Italian Shareholders other than individuals, it cannot exceed €14,000. The stamp duty applies with respect to any Italian Shareholders or Non-Italian Shareholders (other than banks, insurance companies, investments and pension funds and certain other financial intermediaries) to the extent that the shares are held through an Italian-based banking or financial intermediary or insurance company.

F.Dividends and Paying Agents

Not applicable.

G.Statement of Experts

Not applicable.

H.Documents on Display

We file reports, including annual reports on Form 20-F, furnish periodic reports on Form 6-K and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers.  These may be read without charge and copied, upon payment of prescribed rates, at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549.  To obtain information on the operation of the public reference facility, the telephone number is 1-800-SEC-0330.  Any SEC filings may also 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

Our activities expose us to a variety of risks including interest rate risk, foreign currency exchange rate risk, liquidity risk and credit risk. Our overall risk management strategy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our performance through ongoing operational and finance activities. We monitor and manage our exposure to such risks both centrally and at the local level, as appropriate, as part of our overall risk management program with the objective of seeking to reduce the potential adverse effects of such risks on our results of operations and financial position.

Depending upon the risk assessment, we use selected derivative hedging instruments, including principally interest rate swaps and forward currency contracts, for the purposes of managing interest rate risk and currency risks arising from our operations and sources of financing.  Our policy is not to enter into such contracts for speculative purposes. Our accounting policies regarding derivatives are set out in Note 2 and disclosures regarding our derivatives are set out in Note 8 to the Consolidated Financial Statements.

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

Credit Facilities and Indebtedness

Our exposure to changes in market interest rates relates primarily to our cash and financial liabilities which bear floating interest rates. Our policy is to manage interest cost using a mix of fixed and variable rate debt. We have 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. Disclosures regarding our derivatives are set out in Note 8 to our Consolidated Financial Statements.

Until 2014 we were exposed to floating rates of interest particularly relating to the Legacy GTECH Credit Facilities (which were repaid in 2014).  In addition, we had entered into interest rate swaps to swap a portion of the Legacy GTECH Notes due 2016 into floating rate interest. During 2014, the Legacy GTECH Notes due 2016 and the prior credit facilities were repaid. In 2014, our exposure to floating rates of interest related primarily to the Revolving Credit Facilities which we entered into in November 2014.

In 2015, our exposure to floating rates of interest related primarily to the Revolving Credit Facilities and the Term Loan Facilities.

As of December 31, 2015, there were $625 million (notional value) in interest rate swaps and approximately 28% of our net debt portfolio was exposed to interest rate fluctuations. As of December 31, 2014 there were no interest rate swaps outstanding and approximately 30% of our net debt portfolio was exposed to interest rate fluctuations.

A hypothetical 10 basis points increase in interest rates for the year ended December 31, 2015, with all other variables held constant, would have resulted in a decrease in our income (loss) before income taxes of approximately $2.4 million ($0.9 million and $0.6 million for the years ended December 31, 2014 and 2013, respectively).

Costs to Fund Jackpot Liabilities

Fluctuations in prime, treasury and agency rates due to changes in market and other economic conditions directly impact our cost to fund jackpots and corresponding gaming operating income. If interest rates decline, jackpot cost increases and operating income decreases. We estimate a hypothetical decline of 100 bps in applicable interest rates would have reduced our operating income by approximately $2.2 million in 2015. We do not manage this exposure with derivative financial instruments.

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Foreign Currency Exchange Rate Risk

We operate on an international basis across a number of geographical locations. We are 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 we translate the financial statements of our foreign entities into U.S. dollars for the preparation of the consolidated financial statements.

Transactional Risk

Our subsidiaries generally execute their operating activities in their respective functional currencies. In circumstances where we enter into transactions in a currency other than the functional currency of the relevant entity, we seek to minimize our exposure by (i) sharing risk with our customers (for example, in limited circumstances, but whenever possible, we negotiate clauses into our contracts that allow 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.

The principal foreign currency to which we are exposed is the euro. A hypothetical 10% decrease in the US dollar to euro exchange rate, with all other variables held constant, would have further reduced our loss before income taxes by $357.4 million for 2015 and reduced our income before income taxes by $1.5 million and $3.4 million for 2014 and 2013, respectively.

From time to time, we enter 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 our policy to negotiate the terms of the hedge derivatives to match the terms of the hedged item to maximize hedge effectiveness.

As of December 31, 2015, we had forward contracts for the sale of approximately $272.1 million of foreign currency (primarily British pounds, US dollars and euro) and the purchase of approximately $85.2 million of foreign currency (primarily Swedish krona, euro and US dollars).

As of December 31, 2014, we had forward contracts for the sale of approximately $513.1 million of foreign currency (primarily euro, US dollars and British pounds) and the purchase of approximately $445.6 million of foreign currency (primarily euro and Swedish krona).

Translation Risk

Certain of our subsidiaries are located in countries which are outside of the United States, in particular the Eurozone. As our reporting currency is the US dollar, the income statements of those entities are converted into US 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 US dollars. The monetary assets and liabilities of consolidated entities that have a reporting currency other than the US dollar are translated into US dollars at the period-end foreign exchange rate. The effects of these changes in foreign exchange rates are recognized directly in the consolidated statement of changes in equity within other reserves.

Our foreign currency exposure primarily arises from changes between the US dollar and the euro and the US dollar and Swedish krona. A hypothetical 10% decrease in the US dollar to euro exchange rate, with all other variables held constant, would have reduced equity by $42.1 million for 2015 and increased equity by $79.4 million and $50.9 million for 2014 and 2013, respectively. A hypothetical 10% decrease in the US dollar to Swedish krona exchange rate, with all other variables held constant, would have reduced equity by $18.6 million, $12.3 million and $13.9 million for 2015, 2014 and 2013, respectively.

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Liquidity Risk

Liquidity risk is the risk of not being able to fulfill present or future obligations if we do not have sufficient funds available to meet such obligations. Liquidity risk arises mostly in relation to cash flows generated and used in working capital and from financing activities, particularly by servicing our debt, in terms of both interest and capital, and our payment obligations relating to our ordinary business activities. We believe that the cash which we generate from our operating activities, together with our committed borrowing capacity, will be sufficient to meet our financial obligations and operating requirements in the foreseeable future. Therefore, we do not believe that we are exposed to a significant concentration of liquidity risk.

Credit Risk

Our credit risk primarily arises from cash and trade receivables. We have established risk management policies whereby we hold our cash deposits with major, financially sound counterparties with high credit ratings and limit exposure to any one credit party.

We enter into commercial transactions only with recognized, creditworthy third parties. A significant portion of our trade receivables are from government lottery entities which we therefore consider to pose insignificant credit risk. Additionally, we do not have significant credit risk to any one customer. Geographically, credit risk is concentrated as follows:

	December 31,
	2015		2014
in thousands	$	%	$	%
United States	371,708	32%	109,781	12%
Italy	368,151	32%	595,403	65%
Latin America	185,036	16%	93,527	10%
Europe and Africa	168,357	14%	98,601	11%
Other	70,248	6%	24,454	3%
	1,163,500	100%	921,766	100%
Reconciliation to Balance Sheet:
Trade and other receivables, net	959,592		919,606
Customer financing receivables, net - non-current	137,136		—
Customer financing receivables, net - current	62,709		—
Other receivables, net - non-current	4,063		2,160
	1,163,500		921,766

The Company has $39.4M of outstanding receivables due from the State of Illinois, which remain unpaid pending the approval of the 2015 Illinois budget approval. The Company believes these amounts are collectible and has not reserved for this balance.

Commodity Price Risk

Our exposure to commodity price changes is not considered material and is managed through our procurement and sales practices.

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Item 12.Description of Securities Other than Equity Securities

Not applicable.

Item 13.Defaults, Dividends Arrearages and Delinquencies

None.

Item 14.Material Modifications to the Rights of Security holders and Use of Proceeds

See the discussion of the Mergers in “Item 4. Information on the Company - A. History and Development of the Company-Acquisition of International Game Technology” and the description of the loyalty scheme in “Item 10. Additional Information - B. Memorandum and Articles of Association - Loyalty Plan.”

Item 15.Controls and procedures

A.Disclosure Controls and Procedures

Management maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)  is recorded, processed, summarized and reported within time periods specified in the 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 our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.

As required by Rule 13a-15(b) under the Exchange Act, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in rule 13a-15(e) under the Exchange Act) as of December 31, 2015 was conducted under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2015.

B.Management’s Report on Internal Control over Financial Reporting

IGT’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).

IGT’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 IGT;

·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 IGT are made only in accordance with authorizations of IGT’s management and directors; and

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·provide reasonable assurance that unauthorized acquisition, use or disposition of IGT’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 is not intended to provide absolute assurance that a misstatement of the Company’s financial statements would be prevented or detected. In addition, 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.

IGT’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2015 based upon the framework presented in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management concluded that IGT’s internal control over financial reporting was effective as of December 31, 2015.  IGT PLC is a non-accelerated filer and therefore is not required to include an attestation report from its independent registered public accounting firm related to internal control over financial reporting.

C.Attestation Report of the Registered Public Accounting Firm

Not applicable.

D.Changes in Internal Control

On April 7, 2015, we completed our acquisition of U.S. – based International Game Technology. We have extended our oversight and monitoring processes that support our internal control over financial reporting to include these operations.  We are continuing to integrate these acquired operations into our overall internal control over financial reporting process. There has been no other change in our internal control over financial reporting annual period ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16.

A.Audit Committee Financial Expert

Our Board of Directors has determined that two members of the Audit Committee, namely, Sir Jeremy Hanley and Vincent L. Sadusky, are each audit committee financial experts. Both are independent directors under the NYSE standards.

B.Code of Ethics

We have adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers which is applicable to our 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 our website, www.igt.com, and may be found as follows:  from our main page, first click on “Investors” and then on “Management and Governance” and then on “Documents.” The information contained on our website is not included in, or incorporated by reference into, this annual report on Form 20-F.

182

C.Principal Accountant Fees and Services

Beginning with the financial year ended December 31, 2015, PricewaterhouseCoopers LLP (“PwC US”) is serving as the Company’s independent auditor. PricewaterhouseCoopers S.p.A. (“PwC Italy”) acted in this role for the financial year ended December 31, 2014.

“PwC Entities” means PricewaterhouseCoopers LLP, the auditor of the Company, as well as all of the foreign entities belonging to the PwC network.

The following table sets forth the aggregate fees for professional services and other services rendered by PwC Entities in 2015 and 2014.

	For the Years Ended December 31,
($ thousands)	2015	2014
Audit fees	9,496	6,819
Audit-related fees	3,312	307
Tax fees	1,245	49
All other fees	860	522
	14,913	7,697

·Audit fees consist of fees billed for professional services in connection with our annual financial statements, reviews of interim financial statements as well as comfort letters issued in relation to capital market transactions and included those required for some transactions by regulations abroad.

·Audit-related fees are fees charged for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements, agreed upon procedures for certain financial statement areas and are not reported under “Audit fees.”

·Tax fees consist of fees billed for professional services for tax planning and compliance.

·All other fees consist of fees billed for services other than those reported above and mainly comprise services in relation to the Mergers.

Audit Committee’s Pre-Approval Policies and Procedures

Our Audit Committee pre-approves engagements of our independent registered public accounting firm to audit our consolidated financial statements. Our Audit Committee has a policy requiring management to obtain the Audit Committee’s approval before engaging our independent registered public accounting firm to provide any other audit or permitted non-audit services to us or our subsidiaries. Pursuant to this policy, which is designed to ensure that such engagements do not impair the independence of our 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, Audit-Related Services, Tax Services, and any other services that may be performed by our independent registered public accounting firm.

D.Exemptions from the Listing Standards for Audit Committees

None.

183

E.Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We currently have neither purchased any common shares of the Company nor announced any share buyback plans.

F.Change in Registrant’s Certifying Accountant

Appointment of PwC-US and Dismissal of PwC-Italy

Following the Company’s acquisition of legacy IGT, the Company dismissed PricewaterhouseCoopers SpA (PwC-Italy) as the Company’s independent registered public accounting firm on July 28, 2015. PwC-Italy did not report on any periods prior to the year-ended December 31, 2014 because those periods were reported on by Ernst & Young SpA (EY).The Audit Committee of the Board of Directors approved the dismissal of PwC-Italy.

The report of PwC-Italy on the financial statements of the Company for the year ended December 31, 2014 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

From May 8, 2014, the date of appointment of PwC-Italy as the Company’s independent statutory auditors for the year ended December 31, 2014 and through July 28, 2015, there were no disagreements with PwC-Italy on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC-Italy, would have caused it to make reference thereto in connection with its report on the financial statements of the Company for such year. From May 8, 2014, the date of appointment of PwC-Italy as the Company’s independent statutory auditors for the year ended December 31, 2014 and through July 28, 2015, there were not reportable events as defined under Item 16F (a)(1)(v) of Form 20-F. The Company has requested PwC-Italy to furnish it a letter addressed to the SEC stating whether it agrees with the statements related to them. A copy of that letter is filed as an Exhibit to this Form 20-F.

Following the Company’s acquisition of legacy IGT, the Audit Committee recommended and approved the selection of PricewaterhouseCoopers LLP (PwC-US), on July 28, 2015, as the Company’s new independent registered public accounting firm.  The Company engaged PwC-US on November 9, 2015.

PwC-US served as a component auditor and reported on such work to PwC-Italy for the audit for the year ended December 31, 2014. During the years ended December 31, 2014 and 2013 and through November 9, 2015, the Company did not consult PwC-US regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither a written report was provided to the Registrant or oral advice was provided that PwC-US concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F, or a reportable event, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F other than those matters in the ordinary course of the audit.

Re-appointment of EY and PwC-Italy for Form 20-F Filing

The Company had previously prepared its financial statements for 2014 and 2013 on the basis of International Financial Reporting Standards as issued by the IASB (IFRS).  For purposes of this 2015 annual report on Form 20-F, the Company has elected to prepare its financial statements for the years ended December 31, 2015, 2014 and 2013 on a US GAAP basis.  Accordingly, in connection with the preparation of the 2015 20-F, the Audit Committee re-engaged EY to audit the financial statements for the year ended December 31, 2013 as prepared under US GAAP, which is the same period on which EY previously reported on financial statements prepared under IFRS. The Company will dismiss EY upon the filing of this 20-F on April 29, 2016.

The report of EY on the financial statements of the Company for the year ended December 31, 2013 prepared under US GAAP did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the year ended December 31, 2013 and through April 29, 2016, there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure, which disagreement (s), if not resolved to the satisfaction of EY, would have caused it to make reference thereto in connection with its report on the financial statements of the Company for such year. During the year ended December 31, 2013 and through April 29, 2016, there were no reportable events as defined under Item 16F (a)(1)(v) of Form 20-F.  The Company has requested EY to furnish it a letter addressed to the SEC stating whether it agrees with the statements related to them. A copy of that letter is filed as an Exhibit to this Form 20-F

In connection with the preparation of the 2015 20-F under US GAAP and for the same reasons as noted above for EY, the Company re-engaged PwC-Italy to audit the 2014 financial statements as prepared under US GAAP. The Company will dismiss PwC-Italy upon the filing of the 20-F on April 29, 2016.

The report of PwC-Italy on the US GAAP financial statements of the Company for the year ended December 31, 2014 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the year ended December 31, 2014 and through April 29, 2016, there were no disagreements with PwC-Italy on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure, which disagreement (s), if not resolved to the satisfaction of PwC-Italy, would have caused it to make reference thereto in connection with its report on the financial statements of the Company for such year. During the year ended December 31, 2013 and through April 28, 2016, there were no reportable events as defined under Item 16F (a)(1)(v) of Form 20-F.

184

G.Corporate Governance

IGT PLC is a company organized 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 Company’s ordinary shares are listed on the NYSE, IGT PLC 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.

185

H.  Mine Safety Disclosure

Not applicable.

Item 17.Financial Statements

We have responded to Item 18 in lieu of responding to this item.

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 that immediately follows the signature page of this annual report on Form 20-F.

186

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/ Alberto Fornaro

Name: Alberto Fornaro

Title: Chief Financial Officer

Dated:  April 29, 2016

187

INDEX TO EXHIBITS

Exhibit	Description
1.1	Articles of Association of International Game Technology PLC, dated April 7, 2015 (incorporated herein by reference to Exhibit 1.1 of the Company’s Annual Report on Form 20-F filed by International Game Technology PLC on May 15, 2015).
	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	First Supplemental Trust Deed dated April 7, 2015 relating to the Trust Deed dated December 2, 2010 in respect of €500,000,000 5.375% Guaranteed Notes due February 2, 2018 among International Game Technology PLC, as the Issuer; certain subsidiaries of International Game Technology PLC, as the Initial Guarantors; certain subsidiaries of International Game Technology PLC, as the Additional Guarantors; and BNY Mellon Corporate Trustee Services Limited, as the Trustee (incorporated herein by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by International Game Technology on April 10, 2015).
2.2	First Supplemental Trust Deed dated April 7, 2015 relating to the Trust Deed dated December 5, 2012 in respect of €500,000,000 3.500% Guaranteed Notes due March 5, 2020 among International Game Technology PLC, as the Issuer; certain subsidiaries of International Game Technology PLC, as the Initial Guarantors; certain subsidiaries of International Game Technology PLC, as the Additional Guarantors; and BNY Mellon Corporate Trustee Services Limited, as the Trustee (incorporated herein by reference to Exhibit 4.7 to the Current Report on Form 8-K filed by International Game Technology on April 10, 2015).
2.3	Senior Facilities Agreement dated November 4, 2014, as amended April 2, 2015 and October 29, 2015, for the US$1,800,000,000 and €1,050,000,000 multicurrency revolving credit facilities among 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.
2.4	Senior Facilities Agreement dated January 29, 2015, as amended October 27, 2015, for the €800,000,000 term loan facilities among GTECH S.p.A., as the Original Borrower and the Parent; GTECH Corporation, as the Original Guarantor; Banca IMI S.p.A., BNP Paribas, Italian Branch, Mediobanca — Banca di Credito Finanziario S.p.A. and UniCredit Bank AG, Milan Branch, as the Mandated Lead Arrangers; BNP Paribas, Italian Branch and UniCredit Bank AG, Milan Branch, as the Original International Lenders; Intesa Sanpaolo S.p.A. and Mediobanca — Banca di Credito Finanziario S.p.A., as the Original Italian Lenders; and Mediobanca — Banca di Credito Finanziario S.p.A., as the Agent.
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).

188

Exhibit	Description
2.6	Indenture dated as of June 15, 2009 between International Game Technology, as the Company, and Wells Fargo Bank, National Association, as the Trustee (Senior Debt Securities) (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by International Game Technology on June 15, 2009).
2.7	First Supplemental Indenture dated as of June 15, 2009 between International Game Technology, as the Company, and Wells Fargo Bank, National Association, as the Trustee (Creating a Series of Securities Designated 7.50% Notes due 2019) (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by International Game Technology on June 15, 2009).
2.8	Amendment No. 1 dated as of October 20, 2014 between International Game Technology, as the Company; and Wells Fargo Bank, National Association, as the Trustee, to the Indenture dated as of June 15, 2009, as supplemented by the First Supplemental Indenture dated as of June 15, 2009 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by International Game Technology on October 22, 2014).
2.9	Amendment No. 2 dated as of April 7, 2015 among International Game Technology, as the Company; Wells Fargo Bank, National Association, as the Trustee; and The Royal Bank of Scotland plc, as the Security Agent, to the Indenture dated as of June 15, 2009, as supplemented by the First Supplemental Indenture dated as of June 15, 2009 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by International Game Technology on April 10, 2015).
2.10	Amendment No. 3 dated as of April 22, 2015 among International Game Technology, as the Company; International Game Technology PLC and certain subsidiaries of International Game Technology PLC, as the Guarantors; and Wells Fargo Bank, National Association, as the Trustee, to the Indenture dated as of June 15, 2009, as supplemented by the First Supplemental Indenture dated as of June 15, 2009 (incorporated herein by reference to Exhibit 4.25 of the Company’s Annual Report on Form 20-F filed by International Game Technology PLC on May 15, 2015).
2.11	Second Supplemental Indenture dated as of June 8, 2010 between International Game Technology, as the Company, and Wells Fargo Bank, National Association, as the Trustee (Creating a Series of Securities Designated 5.500% Notes due 2020) (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by International Game Technology on June 8, 2010).

189

Exhibit	Description
2.12	Amendment No. 1 dated as of April 7, 2015 among International Game Technology, as the Company; Wells Fargo Bank, National Association, as the Trustee; and The Royal Bank of Scotland plc, as the Security Agent, to the Indenture dated as of June 15, 2009, as supplemented by the Second Supplemental Indenture dated as of June 8, 2010 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by International Game Technology on April 10, 2015).
2.13	Amendment No. 2 dated as of April 22, 2015 among International Game Technology, as the Company; International Game Technology PLC and certain subsidiaries of International Game Technology PLC, as the Guarantors; and Wells Fargo Bank, National Association, as the Trustee, to the Indenture dated as of June 15, 2009, as supplemented by the Second Supplemental Indenture dated as of June 8, 2010 (incorporated herein by reference to Exhibit 4.26 of the Company’s Annual Report on Form 20-F filed by International Game Technology PLC on May 15, 2015).
2.14	Amendment No. 3 dated as of April 23, 2015 between International Game Technology, as the Company; and Wells Fargo Bank, National Association, as the Trustee, to the Indenture dated as of June 15, 2009, as supplemented by the Second Supplemental Indenture dated as of June 8, 2010 (incorporated herein by reference to Exhibit 4.28 of the Company’s Annual Report on Form 20-F filed by International Game Technology PLC on May 15, 2015).
2.15	Third Supplemental Indenture dated as of September 19, 2013 between International Game Technology, as the Company, and Wells Fargo Bank, National Association, as the Trustee (Creating a Series of Securities Designated 5.350% Notes due 2023) (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by International Game Technology on September 19, 2013).
2.16	Amendment No. 1 dated as of April 7, 2015 among International Game Technology, as the Company; Wells Fargo Bank, National Association, as the Trustee; and The Royal Bank of Scotland plc, as the Security Agent, to the Indenture dated as of June 15, 2009, as supplemented by the Third Supplemental Indenture dated as of September 19, 2013 (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by International Game Technology on April 10, 2015).
2.17	Amendment No. 2 dated as of April 22, 2015 among International Game Technology, as the Company; International Game Technology PLC and certain subsidiaries of International Game Technology PLC, as the Guarantors; and Wells Fargo Bank, National Association, as the Trustee, to the Indenture dated as of June 15, 2009, as supplemented by the Third Supplemental Indenture dated as of September 19, 2013 (incorporated herein by reference to Exhibit 4.27 of the Company’s Annual Report on Form 20-F filed by International Game Technology PLC on May 15, 2015).
2.18	Amendment No. 3 dated as of April 23, 2015 between International Game Technology, as the Company; and Wells Fargo Bank, National Association, as the Trustee, to the Indenture dated as of June 15, 2009, as supplemented by the Third Supplemental Indenture dated as of September 19, 2013 (incorporated herein by reference to Exhibit 4.29 of the Company’s Annual Report on Form 20-F filed by International Game Technology PLC on May 15, 2015).

190

Exhibit	Description
4.1	Agreement and Plan of Merger, dated as of July 15, 2014, by and among GTECH S.p.A., a joint stock company organized under the laws of Italy, solely with respect to Section 5.02(a) and Article VIII, GTECH Corporation, a Delaware corporation, International Game Technology PLC (f/k/a Georgia Worldwide Limited), a public limited company organized under the laws of England and Wales, Georgia Worldwide Corporation, a Nevada corporation, and International Game Technology, a Nevada corporation (incorporated herein by reference to Annex A to the Registration Statement on Form F-4 filed by International Game Technology PLC (f/k/a Georgia Worldwide PLC) on January 2, 2015).
4.2	Amendment No.  1 to the Agreement and Plan of Merger, dated as of July 15, 2014, by and among GTECH S.p.A., a joint stock company organized under the laws of Italy, solely with respect to Section 5.02(a) and Article VIII, GTECH Corporation, a Delaware corporation, International Game Technology PLC (f/k/a Georgia Worldwide Limited), a public limited company organized under the laws of England and Wales, Georgia Worldwide Corporation, a Nevada corporation, and International Game Technology, a Nevada corporation (incorporated herein by reference to Annex B to the Registration Statement on Form F-4 filed by International Game Technology PLC (f/k/a Georgia Worldwide PLC) on January 2, 2015).
4.3	Voting Agreement, dated as of July 15, 2014, among International Game Technology, International Game Technology PLC (formerly known as Georgia Worldwide Limited), De Agostini S.p.A. and DeA Partecipazioni S.p.A. (incorporated herein by reference to Annex D to the Registration Statement on Form F-4 filed by International Game Technology PLC (f/k/a Georgia Worldwide PLC) on January 2, 2015).
4.4	Support Agreement, dated as of July 15, 2014, among International Game Technology, De Agostini S.p.A. and DeA Partecipazioni S.p.A. (incorporated herein by reference to Annex C to the Registration Statement on Form F-4 filed by International Game Technology PLC (f/k/a

191

Exhibit	Description
	Georgia Worldwide PLC) on January 2, 2015).
4.5	The Lotto Concession for the activation and operation of the network for the national lotto game between the Ministry of Finance and Lottomatica S.c.p.A, issued March 17, 1993, expiring June 8, 2016 (incorporated herein by reference to Exhibit 10.7 to the Registration Statement on Form F-4 filed by International Game Technology PLC (f/k/a Georgia Worldwide PLC) on January 2, 2015)
4.6	Instant Ticket Concession for the operation of the national instant ticket lottery games between the Amministrazione Autonoma dei Monopoli di Stato (now known as Agenzia delle Dogane e dei Monopoli) and Lotterie Nazionali S.r.l., issued and effective from October 1, 2010, expiring September 30, 2019 (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form F-4 filed by International Game Technology PLC (f/k/a Georgia Worldwide PLC) on January 2, 2015).
4.7	Video Lottery Concession for the activation and operation of the network for managing legalized gaming machines—including amusement with prize machines “AWP” and (video lottery terminals) “VLT” between Amministrazione Autonoma dei Monopoli di Stato (now known as Agenzia delle Dogane e dei Monopoli) and Lottomatica Videolot Rete S.p.A. issued March 20, 2013 expiring March 19, 2022 (incorporated herein by reference to Exhibit 10.9 to the Registration Statement on Form F-4 filed by International Game Technology PLC (f/k/a Georgia Worldwide PLC) on January 2, 2015).
4.8	Lottomatica Group 2009-2015 Stock Option Plan (incorporated herein by reference to Exhibit 99.1 to the Post-Effective Amendment No. 1 on Form S-8 to Form F-4 filed by International Game Technology PLC on April 6, 2015).
4.9	Lottomatica Group 2010-2016 Stock Option Plan (incorporated herein by reference to Exhibit 99.2 to the Post-Effective Amendment No. 1 on Form S-8 to Form F-4 filed by International Game Technology PLC on April 6, 2015).
4.10	Lottomatica Group 2011-2017 Stock Option Plan (incorporated herein by reference to Exhibit 99.3 to the Post-Effective Amendment No. 1 on Form S-8 to Form F-4 filed by International Game Technology PLC on April 6, 2015).
4.11	Lottomatica Group 2012-2018 Stock Option Plan (incorporated herein by reference to Exhibit 99.4 to the Post-Effective Amendment No. 1 on Form S-8 to Form F-4 filed by International Game Technology PLC on April 6, 2015).
4.12	GTECH 2013-2019 Stock Option Plan (incorporated herein by reference to Exhibit 99.5 to the Post-Effective Amendment No. 1 on Form S-8 to Form F-4 filed by International Game Technology PLC on April 6, 2015).
4.13	GTECH 2014-2020 Stock Option Plan (incorporated herein by reference to Exhibit 99.6 to the Post-Effective Amendment No. 1 on Form S-8 to Form F-4 filed by International Game Technology PLC on April 6, 2015).
4.14	Lottomatica Group 2011-2015 Share Allocation Plan (incorporated herein by reference to Exhibit 99.7 to the Post-Effective Amendment No. 1 on Form S-8 to Form F-4 filed by International Game Technology PLC on April 6, 2015).

192

Exhibit	Description
4.15	Lottomatica Group 2012-2016 Share Allocation Plan (incorporated herein by reference to Exhibit 99.8 to the Post-Effective Amendment No. 1 on Form S-8 to Form F-4 filed by International Game Technology PLC on April 6, 2015).
4.16	GTECH 2013-2017 Share Allocation Plan (incorporated herein by reference to Exhibit 99.9 to the Post-Effective Amendment No. 1 on Form S-8 to Form F-4 filed by International Game Technology PLC on April 6, 2015).
4.17	GTECH 2014-2018 Share Allocation Plan (incorporated herein by reference to Exhibit 99.10 to the Post-Effective Amendment No. 1 on Form S-8 to Form F-4 filed by International Game Technology PLC on April 6, 2015).
4.18	International Game Technology 2002 Stock Incentive Plan (incorporated herein by reference to International Game Technology’s Proxy Statement (Commission File No. 001-10684), filed on January 18, 2011).
4.19	International Game Technology PLC 2015 Equity Incentive Plan, as amended.
4.20	Notice of Imposition of Trading Blackout Period Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, dated November 28, 2015
8.1	List of subsidiaries of the registrant.
12.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
12.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
13.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1	Consent of PricewaterhouseCoopers LLP
15.2	Consent of PricewaterhouseCoopers SpA
15.3	Consent of Reconta Ernst & Young SpA
15.4	Confirmatory Letter of Reconta Ernst & Young SpA
15.5	Confirmatory Letter of PricewaterhouseCoopers SpA
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

193

Exhibit	Description
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

194

ITEM 18. FINANCIAL STATEMENTS

INTERNATIONAL GAME TECHNOLOGY PLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets at December 31, 2015 and 2014	F-5
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013	F-6
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013	F-8
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2015, 2014 and 2013	F-9
Notes to Consolidated Financial Statements	F-12
Schedule II — Valuation and Qualifying Accounts	F-85

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

International Game Technology PLC

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows present fairly, in all material respects, the financial position of International Game Technology PLC and its subsidiaries at December 31, 2015, and the results of their operations and their cash flows for the year ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.   In addition, in our opinion, the financial statement schedule listed in the accompanying index as of and for the year ended December 31, 2015 presents fairly, in all material respects the information set forth therein when read in conjunction with the related consolidated financial statements.  These financial statements and financial statement schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.  We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, MA

April 29, 2016

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and the Shareholders of

International Game Technology PLC (successor of GTECH SpA)

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows present fairly, in all material respects, the financial position of International Game Technology PLC and its subsidiaries at December 31, 2014, and the results of their operations and their cash flows for the year ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule listed in the accompanying index as of and for the year ended December 31, 2014 presents fairly, in all material respects the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.  We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers SpA

Rome, Italy

April 29, 2016

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

International Game Technology PLC (successor of GTECH S.p.A.)

We have audited the accompanying consolidated statements of operations, comprehensive income, cash flows and shareholders’ equity of International Game Technology PLC (successor of GTECH S.p.A.) for the year ended December 31, 2013. Our audit also included the financial statement schedule listed in the index for the year ended December 31, 2013. These financial statements and schedule are the responsibility of International Game Technology PLC’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of International Game Technology PLC’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of International Game Technology PLC’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations of International Game Technology PLC (successor of GTECH S.p.A.) and its cash flows for the year ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statements schedule, when considered in relation to the basic financial statement taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Reconta Ernst & Young S.p.A.

Rome, Italy

April 29, 2016

F-4

International Game Technology PLC

Consolidated Balance Sheets

($ thousands, except par value and number of shares)

	December 31,
	2015		2014
ASSETS
Current assets:
Cash and cash equivalents	627,484		317,106
Restricted cash and investments	169,101		108,115
Trade and other receivables, net	959,592		919,606
Inventories	269,982		184,593
Other current assets	423,701		211,786
Income taxes receivable	35,514		11,425
Total current assets	2,485,374		1,752,631
Systems, equipment and other assets related to contracts, net	1,127,518		1,086,426
Property, plant and equipment, net	349,677		123,542
Goodwill, net	6,830,499		3,958,881
Intangible assets, net	3,335,633		786,321
Other non-current assets	937,917		714,514
Deferred income taxes	48,074		12,982
Total assets	15,114,692		8,435,297
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	1,057,860		1,241,037
Other current liabilities	922,586		862,357
Current portion of long-term debt	160		849,600
Short-term borrowings	—		10,800
Income taxes payable	30,020		25,689
Total current liabilities	2,010,626		2,989,483
Long-term debt, less current portion	8,334,013		2,099,071
Deferred income taxes	941,418		198,606
Other non-current liabilities	462,493		200,417
Total non-current liabilities	9,737,924		2,498,094
Total Liabilities	11,748,550		5,487,577
Commitments and contingencies (Note 17)	—		—
Shareholders’ equity:
Common stock, par value $0.10 and $1.24 per share; 200,244,239 and 174,976,029 shares issued; 200,244,239 and 172,792,526 shares outstanding at December 31, 2015 and 2014, respectively	20,024		217,171
Additional paid-in capital	2,816,057		2,204,246
Treasury stock	—		(53,160	)
Retained (deficit) earnings	(13,271	)	46,377
Accumulated other comprehensive income	194,838		155,203
Total IGT PLC’s shareholders’ equity	3,017,648		2,569,837
Non-controlling interests	348,494		377,883
Total shareholders’ equity	3,366,142		2,947,720
Total liabilities and shareholders’ equity	15,114,692		8,435,297

The accompanying notes are an integral part of the 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,
	2015		2014		2013
Service revenue	3,977,693		3,489,969		3,460,516
Product sales	711,363		322,342		369,118
Total revenue	4,689,056		3,812,311		3,829,634
Cost of services	2,417,315		2,324,043		2,373,184
Cost of product sales	520,343		190,454		223,889
Selling, general and administrative	795,252		413,001		402,264
Research and development	277,401		108,175		104,845
Restructuring expense	76,896		23,654		27,872
Impairment loss	12,497		2,597		13,604
Transaction expense, net	49,396		35,336		—
Total operating expenses	4,149,100		3,097,260		3,145,658
Operating income	539,956		715,051		683,976
Interest income	17,681		4,765		4,436
Equity income (loss), net	207		(2,114	)	(1,326	)
Other income	6,939		7,650		6,883
Other expense	(129,441	)	(119,129	)	(14,972	)
Foreign exchange gain (loss), net	5,611		(3,786	)	(2,432	)
Interest expense	(457,984	)	(262,220	)	(217,128	)
Total non-operating expenses	(556,987	)	(374,834	)	(224,539	)
(Loss) income before provision for income taxes	(17,031	)	340,217		459,437
Provision for income taxes	38,896		240,413		225,955
Net (loss) income	(55,927	)	99,804		233,482
Less: Net income attributable to non-controlling interests	19,647		13,642		31,877
Net (loss) income attributable to IGT PLC	(75,574	)	86,162		201,605
Net (loss) income attributable to IGT PLC per common share - basic	(0.39	)	0.50		1.16
Net (loss) income attributable to IGT PLC per common share - diluted	(0.39	)	0.49		1.16
Weighted-average shares - basic	192,398		173,792		173,315
Weighted-average shares - diluted	192,398		174,490		173,644

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

F-6

International Game Technology PLC

Consolidated Statements of Comprehensive Income

($ thousands)

	For the year ended December 31,
	2015		2014		2013
Net (loss) income	(55,927	)	99,804		233,482
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	60,079		62,514		(52,331	)
Change in unrealized (loss) gain on cash flow hedges:
Unrealized (loss) gain on cash flow hedges	(594	)	4,059		(1,780	)
Reclassification of gain to net income	(244	)	(640	)	(1,011	)
Total change in unrealized (loss) gain on cash flow hedges	(838	)	3,419		(2,791	)
Unrealized gain on hedge of net investment in foreign operation	—		1,861		494
Unrealized (loss) gain on available-for-sale securities	(3,046	)	2,845		3,913
Unrealized gain (loss) on defined benefit plans	395		(2,055	)	(1,725	)
Share of other comprehensive loss of associate	—		(748	)	—
Other comprehensive income (loss), before tax	56,590		67,836		(52,440	)
Income tax (provision) benefit related to items of other comprehensive income	(17,259	)	(20,009	)	6,943
Other comprehensive income (loss)	39,331		47,827		(45,497	)
Total comprehensive (loss) income	(16,596	)	147,631		187,985
Less: Total comprehensive income attributable to non-controlling interests	19,343		14,547		31,648
Total comprehensive (loss) income attributable to IGT PLC	(35,939	)	133,084		156,337

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

F-7

International Game Technology PLC

Consolidated Statements of Cash Flows

($ thousands)

	For the year ended December 31,
	2015		2014		2013
Operating activities
Net (loss) income	(55,927	)	99,804		233,482
Adjustments for:
Amortization	410,264		148,823		134,149
Depreciation	369,564		323,729		331,531
Amortization of upfront payments to customers	107,812		126,253		121,389
Loss on extinguishment of debt	73,806		88,628		—
Debt issuance cost amortization	40,366		48,604		12,180
Stock-based payment expense	36,067		13,823		11,301
Impairment loss	12,497		2,597		13,604
Other, net	45,015		38,398		6,205
Cash flows before changes in operating assets and liabilities	1,039,464		890,659		863,841
Changes in operating assets and liabilities, net of acquisition:
Trade and other receivables	83,218		171,258		(164,135	)
Inventories	72		3,620		19,084
Accounts payable	(53,762	)	(20,184	)	(43,098	)
Other assets and liabilities	(282,995	)	20,557		57,867
Net cash flows provided by operating activities	785,997		1,065,910		733,559
Investing activities
Acquisition of IGT, net of cash acquired	(3,241,415	)	—		—
Capital expenditures	(402,634	)	(335,220	)	(476,705	)
Proceeds from jackpot annuity investments	36,215		—		—
Purchases of jackpot annuity investments	(6,799	)	—		—
Proceeds from sale of assets	230,587		1,390		2,422
Other	22,523		13,705		11,953
Net cash flows used in investing activities	(3,361,523	)	(320,125	)	(462,330	)
Financing activities
Proceeds from issuance of long-term debt	6,521,991		897,115		—
Proceeds from interest rate swaps	67,773		15,294		—
Proceeds from stock options	10,672		4,641		20,859
Capital increase - non-controlling interest	9,049		7,789		95,191
Treasury stock purchases	—		(53,160	)	—
Acquisition of non-controlling interest	—		(99,726	)	—
Payments for accelerated stock awards	(14,867	)	—		—
Net (payments of) receipts from financial liabilities	(21,539	)	58,911		—
Payments in connection with note consents	(29,022	)	(6,773	)	—
Dividends paid - non-controlling interest	(29,156	)	(45,561	)	(44,323	)
Return of capital - non-controlling interest	(30,568	)	(74,441	)	(52,200	)
Payments on bridge facility	(51,409	)	(63,999	)	—
Payments in connection with the early extinguishment of debt	(79,526	)	(88,628	)	—
Debt issuance costs paid	(84,859	)	(23,542	)	(5,787	)
Dividends paid	(209,589	)	(177,608	)	(163,774	)
Payments to withdrawing shareholders	(407,759	)	—		—
Principal payments on long-term debt	(2,714,867	)	(1,295,575	)	(140,558	)
Other	(16,158	)	(13,671	)	(20,612	)
Net cash flows provided by (used in) financing activities	2,920,166		(958,934	)	(311,204	)
Net increase (decrease) in cash and cash equivalents	344,640		(213,149	)	(39,975	)
Effect of exchange rate changes on cash	(34,262	)	(47,753	)	16,652
Cash and cash equivalents at the beginning of the period	317,106		578,008		601,331
Cash and cash equivalents at the end of the period	627,484		317,106		578,008

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

F-8

International Game Technology PLC

Consolidated Statement of Shareholders’ Equity

($ thousands)

									Accumulated
			Additional				Retained		Other	Total		Non
	Common		Paid-In		Treasury		Earnings		Comprehensive	IGT PLC		Controlling		Total
	Stock		Capital		Stock		(Deficit)		Income	Equity		Interests		Equity
Balance at December 31, 2014	217,171		2,204,246		(53,160	)	46,377		155,203	2,569,837		377,883		2,947,720
Net (loss) income	—		—		—		(75,574	)	—	(75,574	)	19,647		(55,927	)
Other comprehensive income (loss), net of tax	—		—		—		—		39,635	39,635		(304	)	39,331
Total comprehensive (loss) income	—		—		—		(75,574	)	39,635	(35,939	)	19,343		(16,596	)
Shares issued to acquire IGT	4,532		912,725		—		—		—	917,257		—		917,257
Stock-based payment expense	—		36,067		—		—		—	36,067		—		36,067
Payment for accelerated stock awards	—		(14,867	)	—		—		—	(14,867	)	—		(14,867	)
Escrow deposit returned-withdrawing shareholders	—		—		—		15,926		—	15,926		—		15,926
IGT stock awards attributable to purchase price	—		11,626		—		—		—	11,626		—		11,626
Shares issued upon exercise of stock options	221		10,610		—		—		—	10,831		—		10,831
Capital increase	—		—		—		—		—	—		9,049		9,049
Merger of GTECH S.p.A. into IGT PLC	(217,332	)	(242,932	)	460,264		—		—	—		—		—
GTECH S.p.A. shares exchanged for IGT PLC shares	15,320		(15,320	)	—		—		—	—		—		—
Share issuance costs	—		(3,034	)	—		—		—	(3,034	)	—		(3,034	)
Shares issued under stock award plans	112		(3,195	)	—		—		—	(3,083	)	—		(3,083	)
Return of capital	—		—		—		—		—	—		(29,695	)	(29,695	)
Dividends paid	—		(79,869	)	—		—		—	(79,869	)	(28,086	)	(107,955	)
Treasury stock purchases	—		—		(407,104	)	—		—	(407,104	)	—		(407,104	)
Balance at December 31, 2015	20,024		2,816,057		—		(13,271	)	194,838	3,017,648		348,494		3,366,142

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

F-9

International Game Technology PLC

Consolidated Statement of Shareholders’ Equity

($ thousands)

								Accumulated
		Additional						Other	Total		Non
	Common	Paid-In		Treasury		Retained		Comprehensive	IGT PLC		Controlling		Total
	Stock	Capital		Stock		Earnings		Income	Equity		Interests		Equity
Balance at December 31, 2013	215,836	2,280,907		—		210,357		108,281	2,815,381		551,926		3,367,307
Net income	—	—		—		86,162		—	86,162		13,642		99,804
Other comprehensive income, net of tax	—	—		—		—		46,922	46,922		905		47,827
Total comprehensive income	—	—		—		86,162		46,922	133,084		14,547		147,631
Capital increase	—	—		—		—		—	—		22,312		22,312
Stock-based payment expense	—	13,823		—		—		—	13,823		—		13,823
Shares issued upon exercise of stock options	409	4,734		—		—		—	5,143		—		5,143
Capital reallocation	—	—		—		3,000		—	3,000		(3,000	)	—
Shares issued under stock award plans	926	(926	)	—		—		—	—		—		—
Treasury stock purchases	—	—		(53,160	)	—		—	(53,160	)	—		(53,160	)
Return of capital	—	—		—		—		—	—		(74,441	)	(74,441	)
Acquisition of non-controlling interest	—	—		—		(12,487	)	—	(12,487	)	(87,900	)	(100,387	)
Dividends declared	—	—		—		(156,922	)	—	(156,922	)	—		(156,922	)
Dividends paid	—	(94,292	)	—		(83,733	)	—	(178,025	)	(45,561	)	(223,586	)
Balance at December 31, 2014	217,171	2,204,246		(53,160	)	46,377		155,203	2,569,837		377,883		2,947,720

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

F-10

International Game Technology PLC

Consolidated Statement of Shareholders’ Equity

($ thousands)

							Accumulated
		Additional					Other		Total		Non
	Common	Paid-In		Treasury	Retained		Comprehensive		IGT PLC		Controlling		Total
	Stock	Capital		Stock	Earnings		Income (Loss)		Equity		Interests		Equity
Balance at December 31, 2012	213,812	2,252,425		—	170,126		153,549		2,789,912		505,989		3,295,901
Net income	—	—		—	201,605		—		201,605		31,877		233,482
Other comprehensive loss, net of tax	—	—		—	—		(45,268	)	(45,268	)	(229	)	(45,497	)
Total comprehensive income (loss)	—	—		—	201,605		(45,268	)	156,337		31,648		187,985
Capital increase	—	—		—	—		—		—		99,334		99,334
Shares issued upon exercise of stock options	1,587	17,618		—	—		—		19,205		—		19,205
Acquisition of non-controlling interest	—	—		—	—		—		—		13,878		13,878
Stock-based payment expense	—	11,301		—	—		—		11,301		—		11,301
Capital reallocation	—	—		—	2,400		—		2,400		(2,400	)	—
Shares issued under stock award plans	437	(437	)	—	—		—		—		—		—
Return of capital	—	—		—	—		—		—		(52,200	)	(52,200	)
Dividends paid	—	—		—	(163,774	)	—		(163,774	)	(44,323	)	(208,097	)
Balance at December 31, 2013	215,836	2,280,907		—	210,357		108,281		2,815,381		551,926		3,367,307

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

F-11

Notes to Consolidated Financial Statements

1.Business and Basis of Presentation

International Game Technology PLC (“IGT PLC”), a public limited company organized under the laws of England and Wales, has its corporate headquarters in London, England and operating headquarters in Rome, Italy, Providence, Rhode Island and Las Vegas Nevada. IGT PLC is the successor to GTECH S.p.A., a società per azioni incorporated under the laws of Italy (“GTECH”), and the sole stockholder of International Game Technology, a Nevada corporation (“IGT” or “Legacy IGT”).

On April 7, 2015, GTECH acquired IGT through:

·The merger of GTECH with and into IGT PLC (the “Holdco Merger”), and

·The merger of Georgia Worldwide Corporation, a Nevada corporation and a wholly owned subsidiary of IGT PLC with and into IGT (the “Subsidiary Merger” and, together with the Holdco Merger, the “Mergers”).

Prior to the Mergers, IGT PLC conducted no activities other than those incident to its formation and essentially had no assets or operations. For presentation and disclosure purposes, transactions entered into by (1) IGT PLC, (2) GTECH prior to the Mergers and (3) IGT subsequent to the Mergers are collectively referred to and referenced as transactions entered into by the Company in the notes to the consolidated financial statements, unless otherwise specified.

IGT PLC and its consolidated subsidiaries (collectively, the “Company”), is a leading commercial operator and provider of technology in the regulated worldwide gaming markets.

When used in these notes, unless otherwise specified or the context otherwise indicates, all references to “IGT PLC,” and the “Company” refer to the business and operations of International Game Technology PLC and consolidated subsidiaries.

The Company operates and provides a full range of services and leading-edge technology products across all gaming markets, including lotteries, machine gaming, sports betting and interactive gaming. The Company also provides high-volume processing of commercial transactions. The Company’s state-of-the-art information technology platforms and software enable distribution of its products and services through land-based systems, internet and mobile devices. The Company’s principal activities are described in Note 20.

F-12

2.Summary of Significant Accounting Policies

The consolidated financial statements and accompanying notes, which are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), reflect the application of significant accounting policies described below and elsewhere in the notes to the consolidated financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of International Game Technology PLC and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements are presented in US dollars and all amounts are rounded to the nearest thousand (except share and per share data) unless otherwise indicated

Investments in other entities that the Company has the ability to control, through a majority voting interest or otherwise, or with respect to which the Company is the primary beneficiary, are consolidated. Earnings or losses attributable to any non-controlling interests in a subsidiary, are included in net income (loss) in the consolidated statements of operations. Any investments in affiliates over which the Company has the ability to exert significant influence, but do not control and with respect to which the Company is not the primary beneficiary, are accounted for using the equity method of accounting. Investments in affiliates for which the Company has no ability to exert significant influence are accounted for using the cost method of accounting.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues, costs and expenses during the reporting period and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Significant estimates and judgments relied upon by the Company in preparing these financial statements include the timing of revenue recognition, allowance for doubtful accounts and credit losses, the fair value assigned to acquired assets and assumed and contingent liabilities associated with business combinations, expensing or capitalizing research and development costs for software development, the determination of the fair value of stock-based compensation awards, the amount of the provision for income taxes and the valuation of deferred taxes and intangible assets, including goodwill.

Foreign Currency Translation

The functional currency of the Companies subsidiaries located outside of the United States are determined in accordance with authoritative guidance issued by the Financial Accounting Standards Board, or FASB. Assets and liabilities for these subsidiaries are translated at exchange rates in effect at the balance sheet date. Income and expense accounts for these subsidiaries are translated at the average exchange rates for the periods. Resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within shareholders’ equity. The Company records gains and losses from currency transactions denominated in currencies other than the functional currency in its consolidated statement of operations.

Local currency transactions of subsidiaries located outside of the United States where the U.S. dollar is the functional currency are remeasured into U.S. dollars using current rates of exchange for monetary assets and liabilities and historical rates of exchange for non-monetary assets and liabilities. Gains and losses from remeasurement of monetary assets and liabilities are recorded in the consolidated statement of operations.

Acquisitions

The Company accounts for acquired businesses using the acquisition method of accounting, which requires that the assets acquired, liabilities assumed, contractual contingencies and contingent consideration be recorded at the date of acquisition at their respective fair values. Goodwill represents the excess of the purchase price, including the fair value of any contingent consideration, over the fair value of the net assets acquired. It further requires (1) acquisition related costs to be recognized separately from the acquisition and expensed as incurred, (2) most restructuring costs to be expensed in periods subsequent to the acquisition date and (3) changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period to be reflected in the provision for income taxes. The operating results of acquisitions are included in the consolidated financial statements from the date control is obtained. Acquisition-related costs are

F-13

included in the consolidated statement of operations within “Transaction expense, net”. Transaction expense, net is composed of transaction costs on significant business combinations and significant gains and losses incurred on disposals of group entities or businesses.

The fair value of identifiable intangible assets is based on significant judgments made by the Company, including the selection of the appropriate valuation methodologies and the determination of the economic lives of the assets acquired. These estimates and assumptions are based on historical and industry experience, information obtained from management of the acquired business, and also include, but are not limited to, future expected cash flows earned from the identified intangible assets and discount rates applied in determining the present value of those cash flows. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. Acquired identifiable intangible assets are amortized on the straight-line method over their estimated economic lives. Amortization of acquired software-related intangibles is included in cost of services and cost of product sales and amortization of other acquired intangible assets is included in selling, general and administrative expenses in the consolidated statement of operations.

Goodwill, Intangible Assets and Long-Lived Assets

Goodwill is tested for impairment at the reporting unit level annually, which is one level below or the same level as an operating segment. The Company has four reporting units as follows:

·North America Gaming and Interactive

·North America Lottery

·International

·Italy

When testing goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is necessary to perform step one of a two-step annual goodwill impairment test for each reporting unit. The Company is required to perform step one only if it concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying value. Should this be the case, the first step of the two-step process is to identify whether a potential impairment exists by comparing the estimated fair values of the reporting units with their respective book values, including goodwill. If the estimated fair value of the reporting unit exceeds book value, goodwill is considered not to be impaired, and no additional steps are necessary. If the fair value of the reporting unit is less than book value, then the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss, if any. The amount of the impairment loss is the excess of the carrying amount of the goodwill over its estimated fair value. The estimate of fair value of goodwill is primarily based on an estimate of the discounted cash flows expected to result from that reporting unit, but may require valuations of certain internally generated and unrecognized intangible assets such as software, technology, patents and trademarks. If the carrying amount of goodwill exceeds the estimated fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.

The Company also evaluates indefinite-lived intangible assets for impairment annually on November 1 and whenever events or changes in circumstances indicate impairment may exist. The Company first performs 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.

The process of evaluating the potential impairment related to goodwill and indefinite-lived intangible assets is highly subjective and requires the application of significant judgment. If an event occurs that would cause revisions to the estimates and assumptions used in analyzing the value of goodwill and other intangible assets with indefinite lives, the revision could result in a non-cash impairment loss that could have a material impact on the Company’s financial results. The Company’s annual review of goodwill and indefinite-lived intangible assets for impairment is performed as of November 1 each year.

The Company evaluates long-lived assets, including identifiable intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events or changes in circumstances that could result in an impairment review include, but are not

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limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the overall business strategy and significant negative industry or economic trends. Impairment is recognized when the asset is not recoverable and the carrying amount of an asset exceeds its fair value as calculated on a discounted cash flow basis. If an event occurs necessitating revised estimates and assumptions previously used in analyzing the value of property and equipment or finite-lived intangibles and other assets that revision could result in a non-cash impairment loss that could have a material impact on the Company’s financial results. The Company recorded impairment losses related to long-lived assets of $12.5 million, $2.6 million and $13.6 million in 2015, 2014 and 2013, respectively.

Investments

The Company’s short-term and long-term investments, classified as available-for-sale securities, consist primarily of marketable securities such as U.S. treasury or agencies purchased to fund jackpot winner payments. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date. All securities classified as short-term investments have contractual maturities of less than twelve months. All securities classified as long-term investments have contractual maturities greater than twelve months.

Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of shareholders’ equity. Any premiums or discounts are amortized or accreted, respectively, to maturity as a component of other income (expense) in the consolidated statement of operations. Cash flows from the principal amount of purchases, sales and maturities of available-for-sale securities are classified as cash flows from investing activities. Any amount of premium on purchased securities and discount on matured and sold securities and the related amortization and accretion are classified as cash flows from operating activities in the consolidated statement of cash flows.

The cost of securities sold is based on the specific-identification method. In determining if and when a decline in fair value is judged to be other-than temporary, we consider the duration of a decline in fair value in light of its significance and other factors. The Company evaluates, among other factors: the duration and extent to which the fair value has been less than the carrying value and the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair market value. Declines in fair value deemed other-than temporary are included as a component of other income (expense) in the consolidated statement of operations.

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Fair Value of Financial Instruments

The Company applies the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, as well as those financial assets and liabilities that are not measured at fair value but for which fair value is disclosed.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price), in the principal or most advantageous market, in an orderly transaction between market participants, on the measurement date. The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date.

Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3: Inputs that are unobservable in the marketplace and significant to the valuation.

Valuation methods and assumptions used to estimate fair value, when quoted market prices are not available, are subject to judgments and changes in these factors can materially affect fair value estimates.

For financial assets and financial liabilities that are recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, other current assets, accounts payable, and other current liabilities approximate fair value due to relatively short periods to maturity.

Derivative Instruments

The Company uses derivatives to hedge foreign currency exposures related to foreign currency denominated assets and liabilities and forecasted revenue and expense transactions.

The Company uses interest rate derivative instruments designated as fair value hedges to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to agreed-upon notional principal amounts. Changes in the fair value of the derivative instrument are recorded in interest expense and are offset by changes in the fair value on the underlying debt instrument. The cash flows from these contracts are reported as operating activities in the consolidated statement of cash flows. The gains (losses) from terminated interest rate swap agreements are recorded in long-term debt, increasing (decreasing) the outstanding balances of the debt, and amortized as a reduction (addition) of interest expense over the remaining life of the related debt. The cash flows from the termination of the interest rate swap agreements are reported as financing activities in the consolidated statement of cash flows.

The Company hedges its exposure to foreign currency denominated monetary assets and liabilities with foreign currency forward and option contracts. Since these derivatives hedge existing exposures that are denominated in foreign currencies, the contracts do not qualify for hedge accounting. Accordingly, these outstanding non-designated derivatives are recognized on the consolidated balance sheet at fair value with the changes in fair value recorded in foreign exchange gain (loss), net, in the consolidated statement of operations. These derivative contracts mature in less than one year.

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The Company also uses foreign currency forward and option contracts to hedge its exposure on a portion of forecasted revenue and expense transactions. These derivatives are designated as cash flow hedges. All outstanding cash flow hedges are recognized on the consolidated balance sheets at fair value with changes in their fair value recorded in accumulated other comprehensive income (loss) until the underlying forecasted transactions occur. To achieve hedge accounting, certain criteria must be met, which include:

·ensuring at the inception of the hedge that formal documentation exists for both the hedging relationship and the risk management objective and strategy for undertaking the hedge, and

·at the inception of the hedge and on an ongoing basis, the hedging relationship is expected to be highly effective in achieving offsetting changes in fair value attributed to the hedged risk during the period that the hedge is designated.

Further, an assessment of effectiveness is required at a minimum on a quarterly basis. Absent meeting these criteria, changes in fair value are recognized in the consolidated statement of operations. Once the underlying forecasted transaction occurs, the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive income (loss) to the consolidated statement of operations, in the related revenue or expense caption, as appropriate. In the event the underlying forecasted transaction does not occur, the amount recorded in accumulated other comprehensive income (loss) is reclassified to the consolidated statement of operations. The ineffective portion of derivatives designated as cash flow hedges is recognized in the consolidated statement of operations as interest expense and the ineffective portion of foreign currency forward and option contracts is recognized in the consolidated statement of operations as foreign exchange gain (loss), net. The ineffective portion of derivatives includes gains or losses associated with differences between actual and forecasted amounts.

For purposes of presentation within the consolidated statement of cash flows, derivative gains and losses are presented within net cash provided by operating activities.

Debt Issuance Costs and Premiums/Discounts

The Company accounts for incremental costs directly attributable to realizing the proceeds of a debt issuance (“Debt issuance costs”) and the difference between the net proceeds received upon debt issuance and the amount payable at maturity (“Debt premium or discount”) as adjustments to the carrying amount of the debt on its consolidated balance sheets. These adjustments are amortized to interest expense using the effective interest method over the estimated term of the debt, typically the contractual term.

Revenue Recognition

The Company has two categories of revenue: Service revenue and Product sales.

Service revenue is derived from the following sources:

·Operating contracts predominately related to Italian contracts;

·Gaming operations arrangements where the Company provides customers with proprietary gaming equipment, systems, content licensing, and services;

·Facility Management Contracts (Hosting arrangements);

·Interactive contracts;

·Post-contract customer support (“PCS”).

Product sales are derived from the following sources:

·Sale of lottery terminals and sale of gaming machines, including game content;

·Sale of lottery and gaming systems, including the licensing of proprietary software, and implementation services.

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Revenue is recognized when all of the following conditions are met:

(i)Persuasive evidence of an arrangement exists;

(ii)Delivery has occurred;

(iii)The fee is fixed or determinable;

(iv)Collectability is probable.

Revenues are reported net of incentives, rebates, and discounts. Sales taxes, gaming taxes and other taxes of a similar nature are presented on a net basis (excluded from revenue). Amounts billed prior to completing the earnings process are deferred until revenue recognition criteria is met.

Service revenue

Service revenue is derived from the following types of arrangements:

Operating contracts

Certain of the Company’s revenue, primarily revenue from the Italy segment, is derived from operating contracts. Under operating contracts, the Company manages 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 Italian arrangements whereby the Company is performing services on behalf of the government and the government is considered the Company’s customer, revenue is recognized net of prize payments, taxes, retailer commissions and remittances to state authorities, because the Company is acting as an agent to the authorities. In arrangements where the Company’s customers are the end players and/or retailers, the Company records revenue net of prizes and taxes only, and records the retailer commissions as a cost of service, because the Company is acting as the principal.

The Company also provides sports pools and sports betting services. Under sports pools arrangements, the Company manages the sports pool whereby the sports pool 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, the Company collects the wagers, pays prizes, pays a percentage fee to retailers, withholds its fee, and remits the balance to the respective regulatory agency. The Company assumes no risk associated with sports pool wagering. The Company records revenue net of prize payouts, gaming taxes, retailer commissions and remittances to state authorities, because the Company is acting as an agent to the authorities.

In sports betting contracts, the Company establishes and assumes the risks related to the odds. Under fixed odds betting, the potential payout is fixed at the time bets are placed and the Company bears the risk of odds setting. The Company is responsible for collecting the wagers, paying prizes, and paying fees to retailers. The Company retains the remaining cash as profits. Under these arrangements, the Company records revenue net, calculated as total wagers less the estimated payout for prizes, because the betting contract is considered a derivative and is required to be recorded at fair value. Taxes are recorded as contra revenue and retailer commissions are shown as expenses.

Fees earned under operating contracts are recognized as revenue in the period earned and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Under operating contracts, the Company is generally required to pay upfront concession payments. When such upfront payments are paid to the Company’s customers, the payment is recorded as a non-current asset and amortized as a reduction of service revenue over the concession term.

Gaming Operations

Gaming operations revenues are generated by providing customers with proprietary land-based gaming equipment, systems, content licensing, and services under a variety of recurring revenue arrangements, including a percentage of coin-in (amounts wagered), a percentage of net win, or a fixed daily/monthly fee.

Included in gaming operations are Wide Area Progressive (“WAP”) systems. WAP systems consist of linked slot machines located in multiple casino properties, connecting to a central computer system. WAP games differ from

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all other games in that a Company-sponsored progressive jackpot increases with every wager until a player wins the top award combination. Casinos with WAP machines pay a percentage of the coin-in (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.

Fees earned under operating contracts are recognized as revenue in the period earned and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Facility management contracts

Under facilities management contracts, the Company constructs, installs, operates and retains ownership of the online system. These contracts, principally in the North America Lottery segment, generally provide for a variable amount of monthly or weekly service fees paid to the Company directly from the customer based on a percentage of sales.

Fees earned under facilities management contracts are recognized as revenue in the period earned, throughout the service period, and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Interactive Contracts

Interactive revenues are principally generated from online social gaming and online real-money products and services (“IGTi”).

Social gaming revenues are generated from the sale of virtual casino chips to players in the online DoubleDown Casino that can be used for additional play or game enhancements. Revenues from player purchases are recognized ratably over the estimated average service period in which the chips are consumed based on historical data analysis. Because DoubleDown is the principal, responsible for substantially all aspects of the casino services and sale of virtual goods to the player, revenues are recorded on a gross basis. Payment processing fees paid to Facebook, Apple and Google on a revenue participation basis are recorded within cost of services. This determination is subject to judgment and material changes in the substance or nature of arrangements with customers and payment processors may result in a change in presentation.

IGTi revenues are generated from online real-money gaming solutions offerings, which encompass gaming systems infrastructure, applications, content licensing, and back office operational support services, including WAP jackpot funding and administration. IGTi solutions are generally provided under revenue sharing arrangements based on a percentage of net win similar to gaming operations discussed above.

Post-contract customer support (PCS)

Product sales contracts generally include PCS, which includes telephone support, software maintenance, software support, professional services, and in some scenarios the right to receive unspecified upgrades/enhancements on a when-and-if-available basis. Fees earned under PCS contracts are recognized as revenue in the period earned (i.e. over the support period) and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Product Sales

Product sales are derived from the following types of arrangements:

Sale of lottery terminals and sale of gaming machines, including game content

These arrangements include the sale of gaming machines including game content, non-machine gaming related equipment, licensing and royalty fees, and component parts (including game themes and electronics conversion kits). The Company’s credit terms are predominately short term in nature. The Company also grants extended payment terms under contracts where the sale is secured by the related equipment sold. Revenue from the sale of lottery terminals and gaming machines is recognized based upon the contractual terms of each arrangement, but predominately upon delivery or acceptance. If the sale of lottery terminals and gaming machines include multiple elements, these arrangements are accounted for under Multiple Element Accounting, discussed below.

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System Sales (Lottery and Gaming)

System Sale arrangements typically include multiple elements, where the Company constructs, sells, delivers and installs a turnkey system (inclusive of point of sale terminals, if applicable) or delivers equipment and licenses the computer software for a fixed price, and the customer subsequently operates the system. System sale arrangements generally include customer acceptance provisions and general rights to terminate the contract if the Company is in breach of the contract. Such arrangements include non-software elements, software, professional services, and PCS in the form of maintenance and software support arrangements. Amounts due to the Company and costs incurred by the Company in implementing the system prior to customer acceptance are deferred. Revenue attributable to the system is classified as product sales in the consolidated statement of operations and is recognized upon customer acceptance as long as there are no substantial doubts regarding collectability. Revenues attributable to PCS provided subsequent to customer acceptance are classified as service revenue in the consolidated statement of operations in the period earned.

Multiple Element Arrangements

The Company uses multiple element guidance for both service arrangements and product sale arrangements. In some scenarios, all deliverables are considered one unit of accounting (i.e. facility management contracts where the Company provides software as a service), while other arrangements contain multiple elements that can be separated into distinct deliverables. When arrangements contain multiple elements, including software and non-software components, the Company allocates revenue to each category based on a selling price hierarchy. Allocation of revenue to software and non-software components is based on either vendor-specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or best estimate of selling price (BESP) if neither VSOE nor TPE is available.

·VSOE of selling price is based on the net price charged when the element is sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices fall within a reasonable range based on historical discounting trends for specific products and services. VSOE for post contract support is determined based on renewals rates, if available.

·TPE of selling price is established by evaluating largely interchangeable competitor products or services in stand-alone sales to similar customers. However, as the Company’s products contain a significant element of proprietary technology and the Company’s solutions offer different features and functionality, the comparable pricing of third-party products with similar functionality typically cannot be obtained.

·BESP is established considering multiple factors including, but not limited to market conditions, competitive landscape, internal costs, and gross profit objectives. In some scenarios, contractual pricing may serve as the best estimate given the variability among jurisdictions and customers, while in other scenarios cost for each deliverable plus the overall contract margin is used as management’s best estimate.

In scenarios where the Company’s products include hardware containing required software that function together to provide the essential functionality of the product, the Company considers both the hardware and required software as “non-software deliverables” and has therefore concluded that such arrangements are not subject to the industry-specific software revenue recognition guidance. The Company recognizes revenue for these arrangements based on ASC 605 and allocates the arrangement consideration based on the relative selling price of the deliverables. In scenarios where the Company’s products include hardware where the software is not considered essential to the functionality of the hardware, the hardware revenue is recognized based on when the revenue recognition criteria is met (i.e. shipment, delivery and/or acceptance) and the software revenue is recognized under the software revenue recognition guidance provided under ASC 985.

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If there are multiple deliverables within the software and non-software categories, revenue is first allocated between the software pool of deliverables and the non-software pool of deliverables on a relative fair value basis. Thereafter, revenue for each pool is further allocated as follows:

·Non-software components: Revenue is further allocated to each separate unit of accounting using the relative selling prices of each deliverable in the priority order described above. However, revenue is only recognized if the unit of accounting has stand-alone value. A deliverable is considered to have stand-alone value if (a) it has value to the customer on stand-alone basis, and (b) if a general right of return exists relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the Company’s control.

·Software components: If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software category as a group is then allocated to each software deliverable using VSOE, provided the deliverable has stand-alone value. If VSOE is not available for all deliverables, then the Company uses the residual method when VSOE of fair value of the undelivered items exists. If VSOE of one or more undelivered software items does not exist, then all the software deliverables are considered one unit of accounting. Revenue is deferred and recognized at the earlier of (i) delivery of those elements or (ii) when fair value can be established for the undelivered elements, unless PCS is the only undelivered element, in which case, the entire software category allocated consideration is recognized ratably over the service period.

Cash and Cash Equivalents

Cash and cash equivalents are composed of cash at banks and on hand and short-term highly liquid investments with a maturity of ninety days or less. Cash equivalents are stated at fair value.

Allowances for Trade Receivables and Customer Financing Receivables

The Company maintains an allowance for doubtful accounts for the estimated probable losses on uncollectible trade and customer financing receivables. The allowance is based upon the credit worthiness of the Company’s customers, historical experience, the age of the receivable and current market and economic conditions. Receivables are written off against these allowances in the period they are determined to be uncollectible.

The Company’s customer financing receivables portfolio is composed of two classes, contracts and notes. Contracts include extended payment terms granted to qualifying customers for periods from one to five 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.

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Inventories

Inventories are valued at the lower of cost (under the first in, first out method) or market, not in excess of net realizable value.

Systems, equipment and other assets related to contracts, net and property, plant and equipment, net

The Company has two principle types of fixed assets (collectively, “Fixed Assets”):

·Systems, equipment and other assets relating to contracts (“Contract Assets”) principally composed of:

·Gaming assets

·Lottery assets

·Property, plant and equipment (“Non-Contract Assets”)

Contract Assets are assets that primarily support the Company’s Operating Contracts and Facilities Management Contracts. Non-Contract Assets are assets the Company uses internally primarily in manufacturing, selling, general and administration, research and development and commercial service applications not associated with contracts.

Fixed Assets are stated at cost, net of accumulated depreciation and accumulated impairment loss, if any. Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful lives of the assets.

The Company depreciates Fixed Assets over their estimated useful lives. The estimated useful life and salvage value are assigned to these assets based on historical information and future expectations.

The estimated useful lives for Contract Assets depends on the type of actual cost which is principally composed of three categories:

·Lottery hard costs (for example: terminals, mainframe computers, communications equipment) and;

·Lottery soft costs (for example: software development costs represented by internal personnel costs);

·Commercial gaming machines

Lottery hard costs are depreciated over the base term of the contract plus extension years as defined in the contract, but generally not to exceed 10 years. Lottery soft costs are depreciated over the base term of the contract, but generally not to exceed 10 years. Commercial gaming machines are generally depreciated over three to five years.

The estimated useful lives for property plant and equipment are generally 40 years for buildings and five to 10 years for furniture and equipment.

Fixed Assets are derecognized upon disposal or when no future economic benefits are expected from the assets’ use or disposal. Any gain or loss arising on disposal of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of operations when the asset is derecognized. The residual values, useful lives and methods of depreciation are reviewed, at a minimum, at each financial year end and adjusted prospectively if appropriate. Fixed Assets carrying values are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

Leasehold improvements are depreciated over the lesser of the remaining life of the lease or the estimated useful life of the improvement.

Repair and maintenance costs, including planned maintenance, are expensed as incurred.

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Research and Development and Capitalized Software Development Costs

Research and development (“R&D”) costs incurred prior to technological feasibility are expensed as incurred. R&D costs include salaries and benefits, stock-based compensation, consultants, facilities related costs, material costs, depreciation and travel. Material software development costs incurred subsequent to establishing technological feasibility through the general release of products are capitalized. Technological feasibility is demonstrated by the completion of a detailed program design or working model, if no program design is completed. Software development costs to be used only for services provided to customers are capitalized as internal-use software and amortized over their useful life to costs of revenue. Development costs specific to customer contracts are capitalized and amortized over the products’ estimated economic life as costs of revenue.

Costs incurred in the development of the Company’s 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. Technological feasibility is demonstrated by the completion of a detailed program design or working model, if no program design is completed. Capitalized costs are amortized to cost of product sales over the products’ estimated economic life.

Jackpot Accounting

The Company incurs jackpot expense and accrues jackpot liabilities with every wager on devices connected to a WAP system. Only WAP games include Company-sponsored jackpots for which the Company incurs jackpot expense. A portion of the fees paid to the Company is used for the funding and administration of Company-sponsored WAP jackpot payments.

Jackpot expense represents the estimated cost to fund jackpots and is recorded to cost of revenues. Changes in estimates for WAP jackpot liabilities and expense are attributable to regular analysis and evaluation of the following factors:

·variations in slot play (frequency of WAP jackpots and patterns of coin-in driving WAP jackpot growth),

·volume (number of WAP units in service and levels of play or coin-in per unit),

·interest rate movements (higher rates cause lower jackpot expense; lower rates cause higher jackpot expense),

·and startup amount (the size of base WAP jackpots at initial setup or after a jackpot is won).

The Company’s WAP jackpots are generally payable in equal annual installments over 20 to 26 years or immediately in the case of instant win systems. 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. Discount rates eligible for use in the lump sum payment calculation vary by jurisdiction and are impacted by market forces and other economic conditions.

Jackpot liabilities are composed of payments due previous winners, as well as amounts due future winners of WAP jackpots not yet won. Liabilities due previous winners for periodic payments are carried at the accreted cost of the qualifying US government or agency annuity investment purchased at the time of the jackpot win. If an annuity is subsequently sold and the periodic liability is instead guaranteed by surety bonds or letters of credit, the liability initially funded by an annuity continues to accrete at the same rate. See Jackpot Annuity Investments section below. If the periodic liability is not initially funded with an annuity investment, it is discounted and accreted using the risk-free rate (i.e. treasury rate) at the time of the jackpot win.

Liabilities due future winners are recorded at the present value of the amount carried on WAP meters for jackpots not yet won. The Company estimates the present value of future winner liabilities using current market rates applicable (prime, treasury, or agency), weighted with historical lump sum payout election ratios. The most recent historical patterns indicate that approximately 90% of winners will elect the lump sum payment option. Additionally, the Company estimates the current portion of future winner liabilities based on historical experience with winner payment elections, in conjunction with the theoretical projected number of jackpots.

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Restricted Cash and Investments

The Company is required by gaming regulation to maintain sufficient reserves in restricted accounts to be used for the purpose of funding payments to WAP jackpot winners. In certain cases regulators have allowed for surety bonds or letters of credit in lieu of restricted cash. Restricted amounts are based primarily on the jackpot meters displayed to slot players and vary by jurisdiction. Compliance with restricted cash and investment or assurance requirements for jackpot funding is reported to gaming authorities in various jurisdictions. Additionally, restricted cash is maintained for interactive online player deposits.

Jackpot Annuity Investments

In December 2015, the Company initiated a plan to sell jackpot annuity investments previously held-to-maturity for funding jackpot payments to previous winners, and instead satisfy funding assurance requirements through surety bonds or letters of credit where allowed by regulators. As a result, jackpot annuity investments, composed of discounted qualifying US treasury or agency securities, were reclassified from held-to-maturity to available-for-sale investments and carried at fair value with unrealized gain/loss recorded in other comprehensive income.

WAP Systems Interest

Interest income accretion on jackpot annuity investments is offset by interest expense accretion on previous winner liabilities. When the jackpot liability is funded by annuity investments, WAP interest income and expense accretes at approximately the same rate. When the jackpot liability is instead guaranteed by surety bonds or letters of credit and funded from operating cash flows, there is no WAP interest income accretion. WAP interest expense varies depending on the amount of jackpots won and the number of winners electing periodic payments. In addition to accretion, WAP interest income includes earnings on other cash and short-term investments held for WAP operations.

Advertising

Advertising costs are expensed as incurred. Advertising expense was $130.1 million, $126.7 million and $125.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Contingencies

The Company accounts for claims and contingencies in accordance with authoritative guidance that requires that the Company record an estimated loss from a claim or loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability has been incurred at the date of the consolidated financial statements and the amount of the loss can be reasonably estimated. If the Company determines that 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, then in accordance with the authoritative guidance, the Company discloses the amount or range of estimated loss if the amount or range of estimated loss is material. Accounting for claims and contingencies requires the Company to use judgment. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to matters in the ordinary course of business. The Company expenses legal costs as incurred.

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Income Taxes

Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using 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 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.

The Company recognizes 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.

Deferred income taxes have not been provided on the majority of undistributed earnings of international subsidiaries as the majority of such earnings are indefinitely reinvested by the Company.

Earnings Per Share

Basic earnings per share of common stock is computed by dividing net income attributable to IGT PLC by the weighted-average number of common shares outstanding for the period. Diluted earnings per share of common stock is computed on the basis of the weighted-average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and restricted stock awards.

F-25

Concentrations of Risks

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of bank deposits, short and long-term investments, accounts receivable, customer financing receivables and foreign currency exchange contracts. Deposits held with banks in the United States may exceed the amount of FDIC insurance provided on such deposits. Deposits held with banks outside the United States generally do not benefit from FDIC insurance. The majority of the Company’s day-to-day banking operations globally are maintained with major, financially sound counterparties with high-grade credit ratings, and the Company limits its exposure to any one counterparty.

The Company provides credit to customers in the normal course of business. Credit is extended to new customers based on checks of credit references, credit scores and industry reputation. Credit is extended to existing customers based on prior payment history and demonstrated financial stability. The credit risk associated with accounts receivable and customer financing receivables is generally limited due to the large number of customers and their geographic dispersion. The Company establishes an allowance for the estimated uncollectible portion of accounts receivable and customer financing receivables. Product sales are generally dispersed among a large number of customers, minimizing the reliance on any particular customer or group of customers.

The counterparties to the Company’s foreign currency exchange contracts consist of a number of major financial institutions. In addition to limiting the amount of contracts the Company enters into with any one party, the Company monitors the credit quality of the counterparties on an ongoing basis.

The Company purchases or licenses many sophisticated components and products from one or a limited number of qualified suppliers. If any of the Company’s suppliers were to cancel or materially change contracts or commitments with the Company or fail to meet the quality or delivery requirements needed to satisfy customer orders for the Company’s products, the Company could lose customer orders. The Company attempts to minimize this risk by finding alternative suppliers or maintaining adequate inventory levels.

Stock-Based Compensation

Stock-based compensation represents the cost related to stock-based awards granted to directors and employees. The Company measures stock-based compensation cost at the grant date, based on the estimated fair value of the award and recognizes the cost as expense, net of estimated forfeitures, over the vesting period. The Company’s accounting policy is to follow the tax law ordering approach regarding net operating losses and determining when tax benefits are realized related to excess stock option deductions that are recorded to equity. For awards that contain only a service vesting feature, the Company recognizes compensation cost on a straight-line basis over the awards’ vesting period. For awards with a performance condition, when achievement of the performance condition is deemed probable, the Company recognizes compensation cost on a graded-vesting basis over the awards’ expected vesting period.

F-26

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board issued a new standard ASU No.2016-02, “Leases” (Topic 842). The new standard is intended to increase transparency and comparability among organizations to recognize lease assets and liabilities on the balance sheet and disclose key information about leasing arrangements. It will be effective for fiscal years beginning after December 15, 2018 including interim periods within those years. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its financial position, results of operations and cash flows.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes: Balance Sheet Classification of Deferred Taxes” which requires that deferred tax assets and liabilities be classified as noncurrent. The Company elected to early adopt this new accounting guidance for the year ended December 31, 2015 and apply it retrospectively to all years presented in the consolidated financial statements. As a result of adopting this guidance, the Company classified current deferred income tax assets and liabilities as non-current deferred income tax assets and liabilities.

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”). The new standard requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined and sets forth new disclosure requirements related to the adjustments. ASU 2015-16 is effective for the Company in the first quarter of fiscal year 2017. The Company does not believe that ASU 2015-16 will have a material impact on the consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). The amendments in the ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company early adopted ASU 2015-03 in 2015.

In April 2015, the FASB issued guidance to customers about whether a cloud computing arrangement includes software and how to account for that software license. The new guidance does not change the accounting for a customer’s accounting for service contracts. The standard is effective beginning January 1, 2017, with early adoption permitted, and may be applied prospectively or retrospectively. The Company does not believe that ASU 2015-05 will have a material impact on its consolidated financial statements.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). The amendments in ASU 2015-02 provide guidance on evaluating whether a company should consolidate certain legal entities. In accordance with the guidance, all legal entities are subject to reevaluation under the revised consolidation model. ASU 2015-02 is effective for the Company in the first quarter of fiscal year 2017 with early adoption permitted. The Company does not believe that ASU 2015-02 will have a material impact on its consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the Company in the first quarter of fiscal year 2017, with early adoption permitted. The Company does not believe that ASU 2014-15 will have a material impact on its consolidated financial statements.

F-27

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers: Topic 606” (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company in the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements.

In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”), to change the criteria for determining which disposals can be presented as discontinued operations and enhanced the related disclosure requirements. ASU 2014-08 is effective for the Company on a prospective basis in the Company’s first quarter of fiscal year 2016 with early adoption permitted for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued. The Company early adopted ASU 2014-08 on January 1, 2014 and has presented $8.6 million of gain related to the sale of its sports and events ticketing business to the international operator TicketOne, CTS Eventim Group as Transaction expense, net in the consolidated statement of operations.

3.Acquisitions

As described in Note 1, the acquisition of IGT was completed on April 7, 2015 (the “Acquisition Date”). IGT is a global gaming company specializing in the design, development, manufacture and marketing of casino-style gaming equipment, systems technology and game content across multiple platforms — land-based, online real money and social gaming. The acquisition of IGT established IGT PLC as the world’s leading end-to-end gaming company, uniquely positioned to capitalize on opportunities in global gaming markets. IGT PLC combines best-in-class content, operator capabilities and interactive solutions, joining IGT’s leading game library and manufacturing and operating capabilities with GTECH’s gaming operations, lottery technology and services.

Total acquisition consideration of $4.5 billion consisted of $3.6 billion cash consideration and $0.9 billion equity consideration. Consistent with the terms of the transaction, equity consideration was determined based on the average of the volume-weighted average prices of GTECH common shares on the Italian Stock Exchange, converted to the US dollar equivalent, for ten randomly selected days within the period of 20 consecutive trading days ending on the second full trading day prior to the Acquisition Date. Under the terms of the transaction, IGT shareholders received 45.3 million IGT PLC common shares, and IGT employees received 1.4 million IGT PLC restricted stock units. The Company utilized the closing stock price immediately prior to the merger and the number of shares issued to determine the fair value of the consideration.

Equity consideration included the fair value of shares vested and outstanding immediately prior to the Acquisition Date of $917.3 million and the portion of outstanding restricted stock units deemed to have been earned as of the Acquisition Date of $11.6 million. The portion of outstanding restricted stock units deemed not to have been earned as of the Acquisition Date of $16.2 million are being expensed over the remaining future vesting period.

F-28

The transaction was accounted for as a business combination using the acquisition method of accounting.  This method requires that the assets acquired and liabilities assumed be recognized at their fair values as of the Acquisition Date. The following table summarizes the initial allocation of the consideration to the fair values of the assets acquired and liabilities assumed at the Acquisition Date. The Company is in process of finalizing the valuation of tax assets and liabilities and accordingly the amounts below are subject to change.

($ thousands)
Purchase Price Allocation:
Cash consideration	3,616,410
Equity consideration	928,884
Total purchase price	4,545,294
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	374,995
Restricted cash	56,656
Trade and other receivables	237,488
Inventories	95,562
Other current assets	361,003
Systems, equipment and other assets related to contracts	126,524
Property, plant and equipment	336,044
Intangible assets	2,960,000
Other non-current assets	628,620
Deferred income taxes	243,342
Accounts payable	(75,814	)
Other current liabilities	(379,968	)
Long-term debt, less current portion	(1,937,942	)
Deferred income taxes	(1,070,292	)
Other non-current liabilities	(356,756	)
	1,599,462
Goodwill	2,945,832

The cash outflow associated with the IGT acquisition is summarized as follows:

($ thousands)
Cash payment for IGT shares outstanding	3,572,968
Cash payment for IGT employee stock awards	43,442
	3,616,410
Less cash acquired	(374,995	)
Net cash outflow	3,241,415

F-29

The fair values of acquired intangible assets as of the Acquisition Date along with the weighted-average useful lives over which the finite-lived intangibles are being amortized on a straight-line basis (which approximates their economic use) are as follows:

		Weighted
		Average
		Useful Life
($ thousands)	Fair Value	in Years
Customer relationships	1,715,000	14.8
Game library	360,000	2.5
Corporate trademarks	340,000	Indefinite
Computer software	275,000	9.4
Developed technologies	180,000	3.8
Product trademarks	90,000	7.3
	2,960,000

The Company incurred $49.4 million and $44.0 million of legal, accounting and other professional fees and expenses in 2015 and 2014, respectively, related to the IGT acquisition. These expenses are included in the consolidated statement of operations in the line item entitled “Transaction expense, net.”

The Company’s consolidated financial statements for the year ended December 31, 2015 include IGT’s results of operations from April 7, 2015 through December 31, 2015. Revenue and operating loss attributable to IGT during this period total $1.3 billion and $45.4 million, respectively. The $45.4 million operating loss includes $276.0 million of acquired intangible assets amortization which are a direct result of the IGT acquisition.

The following unaudited, pro forma financial information presents the combined results of operations as if the acquisition had been completed on January 1, 2014, the beginning of the comparable prior annual period. This pro forma information is provided for illustrative purposes only and is not necessarily indicative of the results that would have been obtained if the acquisition had occurred on the date assumed or that may occur in the future, and does not reflect synergies, integration costs, or other such costs or savings.

	For the year ended December 31,
($ thousands)	2015		2014
Revenue	5,105,159		5,779,872
Net (loss) income	(61,946	)	67,720

This pro forma financial information is based on historical results of operations adjusted for:

(i)amortization of the fair value of intangible assets acquired;

(ii)interest expense reflecting the changes to the Company’s debt structure directly attributable to the acquisition;

(iii)non-recurring transaction expenses and debt extinguishment costs directly attributable to the acquisition; and

(iv)the associated tax impact of these pro forma adjustments at an average rate of 32.0%.

The pro forma results for 2015 presented above exclude $49.4 million of pre-tax transaction expenses and $36.5 million of pre-tax debt extinguishment costs recognized on the consolidated statement of operations.

The pro forma results for 2014 presented above exclude $44.0 million of pre-tax transaction expenses recognized in the consolidated statement of operations.

F-30

4.     Trade and Other Receivables, net

Trade and other receivables, net are recorded at cost.

	December 31, 2015
	Trade and other			Trade and other
	receivables	Allowance for		receivables
($ thousands)	(Gross)	credit losses		(Net)
Trade receivables	1,013,330	(76,137	)	937,193
Related party receivables (Note 27)	20,727	—		20,727
Sales-type lease receivables	1,672	—		1,672
	1,035,729	(76,137	)	959,592

	December 31, 2014
	Trade and other			Trade and other
	receivables	Allowance for		receivables
($ thousands)	(Gross)	credit losses		(Net)
Trade receivables	932,166	(91,819	)	840,347
Related party receivables (Note 27)	78,435	—		78,435
Sales-type lease receivables	824	—		824
	1,011,425	(91,819	)	919,606

The Company maintains an allowance for credit losses on its trade and other receivables. The allowance is based on the credit worthiness of the Company’s customers, including an assessment of the customer’s financial position, operating performance and their ability to meet their contractual obligation. The Company assess the creditworthiness of customers each quarter. In addition, the Company considers historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance account.

The following table presents the activity in the allowance for credit losses related to trade and other receivables:

	December 31,
($ thousands)	2015		2014
Balance at beginning of year	(91,819	)	(99,657	)
Provisions, net	(18,883	)	(14,655	)
Amounts written off as uncollectible	25,703		14,310
Foreign currency translation	9,263		11,695
Other	(401	)	(3,512	)
Balance at end of year	(76,137	)	(91,819	)

At December 31, 2015, the Company has $39.4M of outstanding receivables due from the State of Illinois, which remain unpaid pending the approval of the 2015 Illinois budget approval. The Company believes these amounts are collectible and has not reserved for this balance.

F-31

In 2014 and 2013 the Company entered into two agreements with major European financial institutions to sell certain accounts receivable on a non-recourse basis, related to the Italy segment’s Scratch & Win and Commercial Services concessions. These receivables have been derecognized from the Company’s consolidated balance sheet. The agreements have a three- and five-year duration, respectively, and are subject to early termination by either party. The aggregate amount of outstanding accounts receivables is limited to a maximum amount of €300 million and €150 million for the Scratch & Win and Commercial Services concessions, respectively. At December 31, 2015 and 2014, the following receivables had been sold:

	December 31, 2015		December 31, 2014
(in thousands)	Euro	$	Euro	$
Scratch & Win	179,904	195,862	116,023	140,863
Commercial services	60,265	65,611	41,598	50,504
	240,169	261,473	157,621	191,367

5.     Inventories

	December 31,
($ thousands)	2015	2014
Raw materials	110,367	30,775
Work in progress	56,841	53,916
Finished goods	102,774	99,902
	269,982	184,593

F-32

6.     Other Assets

Other current assets

	December 31,
($ thousands)	2015	2014
Customer financing receivables, net	137,136	—
Other receivables	102,585	92,211
Prepaid royalties	53,293	—
Prepaid expenses	33,710	20,799
Jackpot investments	26,690	—
Bridge financing costs	—	58,386
Other	70,287	40,390
	423,701	211,786

Other non- current assets

	December 31,
($ thousands)	2015	2014
Contract assets, net	498,583	623,081
Prepaid royalties	156,479	—
Jackpot investments	124,809	—
Customer financing receivables, net	62,709	—
Other	95,337	91,433
	937,917	714,514

Contract assets are principally composed of license fees for the Italian Scratch & Win and New Jersey licenses. The Scratch & Win license fee is being amortized over the contract term of nine years beginning October 2010 and the New Jersey license fee is being amortized over the contract term of 15 years and nine months beginning October 2013 as reductions of service revenues.

The allowance for customer financing receivables, net are as follows:

	December 31, 2015
		Allowance for
($ thousands)	Gross	credit losses		Net
Current	140,681	(3,545	)	137,136
Non-current	63,052	(343	)	62,709
	203,733	(3,888	)	199,845

F-33

The following table presents the activity in the allowance for credit losses related to customer financing receivables, net:

	December 31,
($ thousands)	2015
Balance at January 1, 2015	—
Provisions, net	(3,706	)
Amounts written off as uncollectible	20
Foreign currency translation	(59	)
Other	(143	)
Balance at December 31, 2015	(3,888	)

F-34

7.     Fair Value of Financial Assets and Liabilities

Financial assets and liabilities carried at fair value

The following tables represent the fair value hierarchy for financial assets and liabilities measured at fair value as of December 31, 2015 and 2014:

	December 31, 2015
($ thousands)	Fair Value	Level 1	Level 2	Level 3	Total
Restricted Investments	43,426	43,426	—	—	43,426
Derivative Assets:
Foreign Currency Forward Contracts	5,002	—	5,002	—	5,002
Interest Rate Swaps	1,963	—	1,963	—	1,963
Jackpot Investments	151,499	151,499	—	—	151,499
Available for Sale Investments	7,250	7,250	—	—	7,250
Derivative Liabilities:
Foreign Currency Forward Contracts	750	—	750	—	750
Interest Rate Swaps	8,958	—	8,958	—	8,958

	December 31, 2014
($ thousands)	Fair Value	Level 1	Level 2	Level 3	Total
Restricted Investments	76,843	76,843	—	—	76,843
Derivative Assets:
Foreign Currency Forward Contracts	1,999	—	1,999	—	1,999
Available for Sale Investments	7,073	7,073	—	—	7,073
Derivative Liabilities:
Foreign Currency Forward Contracts	4,596	—	4,596	—	4,596

Valuation Techniques and Balance Sheet Presentation

Restricted investments are primarily composed of publicly-traded foreign government and corporate bonds and mutual investment funds, and were valued using quoted market prices. Restricted investments are presented in restricted cash and investments in the consolidated balance sheet.

Foreign currency forward contracts were calculated by reference to current forward exchange rates for contracts with similar maturity profiles. Foreign currency forward contracts are presented as current assets and current liabilities in the consolidated balance sheet.

Interest rate swaps were calculated by discounting future cash flows using LIBOR rates with an appropriate adjustment for credit risk. Interest rate swaps are presented as current assets and non-current liabilities in the consolidated balance sheet.

Jackpot investments were valued using quoted market prices. Jackpot investments are presented as other current and noncurrent assets in the consolidated balance sheet.

Available for sale investments were valued using quoted market prices. Available for sale investments are presented as other non-current assets in the consolidated balance sheet.

F-35

Financial assets and liabilities not carried at fair value

The following tables represent the fair value hierarchy for financial assets and liabilities not measured at fair value as of December 31, 2015 and 2014:

	December 31, 2015
($ thousands)	Carrying  Value	Fair Value	Level 1	Level 2	Level 3	Total	Unrealized  Gain (Loss)
Customer financing receivables, net	199,845	199,845	—	—	199,845	199,845	—
Available for sale investments	13,232	13,232	—	—	13,232	13,232	—
Jackpot liabilities	337,243	329,923	—	—	329,923	329,923	7,320
Debt	8,343,368	8,176,986	6,450,306	1,726,680	—	8,176,986	166,382

	December 31, 2014
($ thousands)	Carrying  Value	Fair Value	Level 1	Level 2	Level 3	Total	Unrealized  Gain (Loss)
Available for sale investments	10,925	10,925	—	—	10,925	10,925	—
Debt	2,959,471	3,136,084	2,226,226	909,858	—	3,136,084	(176,613	)

Valuation Techniques and Balance Sheet Presentation

Customer financing receivables, net are recorded and valued based on expected payments and market interest rates (ranging from 5.75% to 17.0%) relative to the credit risk of each customer. Credit risk is determined on a number of factors, including customer size, type, financial condition, historical collection experience, account aging, and credit ratings derived from credit reporting agencies and other industry trade reports. Contracts are typically secured by the underlying assets sold and notes are secured by the developed property and/or other assets. The higher risk rate categories include most of the Company’s development financing loans in new markets and customers in regions with a history of currency or economic instability, such as Latin America. At December 31, 2015, the book value of customer financing receivables, net approximated fair value. Customer financing receivables, net are presented as other current and noncurrent assets in the consolidated balance sheet.

Available for sale investments are carried at cost (which approximates fair value) and are presented as other non-current assets in the consolidated balance sheet.

Jackpot liabilities were primarily valued using discounted cash flows, incorporating expected future payment timing, estimated funding rates based on the treasury yield curve, and nonperformance credit risk. Expected annuity payments over 1-25 years (average 10 years) were discounted using the 10-year treasury yield curve rate (2.26%) for the estimated funding rate and the 10-year credit default swap rate (2.341%) for nonperformance risk. The present value (carrying value) of the expected lump sum payments were discounted using the 1-year treasury yield curve rate (.58%) with the 1-year credit default swap rate (.202%) for the current amounts and the 2-year treasury yield curve rate (1.04%) with the 2-year credit default swap rate (.368%) for noncurrent amounts. Significant increases (decreases) in any of these inputs in isolation would result in a lower (higher) fair value measurement. Generally, changes in the estimated funding rates do not correlate with changes in nonperformance credit risk. Jackpot liabilities are presented as other current and noncurrent liabilities in the consolidated balance sheet.

Debt is predominantly level 1 and valued using quoted market prices or dealer quotes for the identical financial instrument when traded as an asset in an active market. Revolving facilities and term loans with variable interest rates are level 2 and valued using current interest rates, excluding the effect of debt issuance costs. Carrying values in the table exclude swap adjustments.

F-36

8.  Derivatives

The Company enters into derivative transactions, including principally interest rate swaps and forward currency contracts, for the purpose of managing interest rate and currency risks arising from operations and its sources of financing. The Company’s accounting policies regarding derivatives are set out in Note 2.

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.

Derivatives not designated as hedging instruments

The Company uses foreign currency forward contracts to manage some of its transaction exposures and future foreign currency net cash flows that the Company expects to generate through its operations. These foreign currency forward contracts are not designated as cash flow, fair value, or net investment hedges and are typically matched with current transactions or forecasted foreign currency transactions to be derived from operations. The aggregate fair value of the contracts at December 31, 2015 was $4.1 million. The aggregate fair value of the contracts at December 31, 2014 was ($4.0) million.

Cash flow hedges

At December 31, 2015 and 2014, the Company held foreign currency forward contracts designated as hedges of future foreign currency net cash flows that the Company expects to generate through its operations. The terms of the contracts are typically matched with the forecasted foreign currency transactions to be derived from operations up to a period of 12 months. At December 31, 2015 and 2014, the aggregate fair value of these contracts was $0.2 million and $1.4 million, respectively.

Net realized and unrealized gains and losses from foreign currency cash flow hedges are disclosed in the table below.

	For the year ended December 31,
($ thousands)	2015		2014	2013
Included in Other Comprehensive Income (OCI)
Unrealized gains (losses), net	(467	)	3,938	(1,465	)
Reclassifications from OCI to the Income Statement
Realized gains (losses), net	244		640	1,011

The amounts retained in other comprehensive income at December 31, 2015 are expected to mature and affect the consolidated statement of operations in 2016.

F-37

Fair value hedges

At December 31, 2015, the Company held $625 million notional amount of interest rate swaps (“swaps”) with an aggregate fair value liability of $9.0 million, which were designated as hedges of fixed interest rates on the 6.250% Senior Secured Notes due 2022. These swaps effectively convert $625 million of the 6.250% Senior Secured Notes due 2022 fixed interest rate debt to variable rate debt. Under the terms of these swaps, the Company is required to make variable rate interest payments based on a 6 month floating LIBOR plus a flat spread rate, collectively ranging between 4.4425% and 4.56375% as of December 31, 2015, and will receive fixed interest payments from its counterparties based on a fixed rate of 6.25%. The Libor rate resets on a semi-annual basis, and settlement occurs semi-annually. Because these swaps convert fixed rate debt to variable rate debt, they are considered fair value hedges. With fair value hedges, the swaps are recorded at fair value with the offset in interest expense. The changes in the fair value of the hedged item (the 6.250% Senior Secured Notes due 2022) due to changes in the benchmark interest rate are recorded with the offset in interest expense. To the extent the hedge relationship is effective, the interest expense will offset. During 2015, the Company recorded an unrealized loss of $9.0 million on the swaps and an unrealized gain of $10.5 million on the 6.250% Senior Secured Notes due 2022.

Legacy IGT held interest rate swaps exchanging fixed rate interest payments for variable rate interest payments (described below) that were designated fair value hedges against changes in the fair value portion of the respective notes. Net amounts receivable or payable under the swaps settled semiannually on June 15 and December 15 of each year.

Swaps related to the 7.500% Senior Secured Notes due 2019 included $250 million notional value at one-month LIBOR plus 342 bps, and $250 million notional value with a variable rate based on six-month LIBOR plus 409 bps. Both swaps carried a termination date of June 15, 2019.

Swaps related to the 5.500% Senior Secured Notes due 2020 totaled $300 million notional value with a variable rate based on the six-month LIBOR plus 186 bps with a termination date of June 15, 2020.

In conjunction with the tender in April 2015 of $175.9 million principal of 5.500% Senior Secured Notes due 2020, $175.9 million notional amount of related interest rate swaps were cancelled. The Company received cash proceeds of $13.0 million from the swap counterparties upon settlement in May 2015. The remaining $124.1 million notional amount of interest rate swaps equaled the remaining outstanding principal of the 5.500% Senior Secured Notes due 2020.

In September 2015, all remaining swaps related to the 7.500% Senior Secured Notes due 2019 and 5.500% Senior Secured Notes due 2020 with a collective notional value of $624 million were cancelled. The Company received cash proceeds of $59.0 million from the swap counterparties which reduced the swap fair value adjustment asset and interest receivable to zero; however, in accordance with hedge accounting requirements, a swap fair value adjustment to debt of $1.3 million remained to be amortized as a reduction to interest expense over the remaining debt life.

At December 31, 2014 the Company did not hold any fair value hedges. The €150 million ($182.1 million at the December 31, 2014 exchange rate) notional amount of swaps, which were designated as hedges of fixed interest rates on the Legacy GTECH Notes due 2016 were settled in December 2014, in connection with the redemption of the Notes due 2016, resulting in a $10.1 million gain.

F-38

Presentation of Derivative Amounts

All derivatives are recorded gross, except netting of foreign exchange contracts and counter-party netting of swaps’ interest receivable and payable, as applicable.

Balance Sheet Location and Fair Value

	As of December 31,
	2015				2014
($ thousands)	Assets		Liabilities		Assets		Liabilities
Fair Value Hedges:
Interest Rate Swaps
Non-current financial liabilities	—		8,958		—		—
Long-term debt	—		(9,195	)	—		—
Gross Derivatives	—		(237	)	—		—
Non-designated Hedges:
Foreign Currency Contracts, Net
Current financial assets:
Unrealized gain on foreign currency contracts	5,496		—		8,622		—
Unrealized loss on foreign currency contracts	(667	)	—		(8,048	)	—
Current financial liabilities:
Unrealized gain on foreign currency contracts	—		(663	)	—		(8,044	)
Unrealized loss on foreign currency contracts	—		1,413		—		12,640
Designated Hedges:
Foreign Currency Contracts, Net
Current financial assets;
Unrealized gain on foreign currency contracts	173		—		1,425		—
Counter-party Netting:
Swaps Interest Receivable and Payable
Current financial assets:
Due from counter-party	1,963		—		—		—
Net Derivatives	6,965		513		1,999		4,596

Income Statement Location and Income (Expense)

	For the year ended December 31,
($ thousands)	2015	2014	2013
Designated Hedges: Foreign Currency Contracts
Realized gains (losses) - Service revenue	244	701	1,011
Realized gains (losses) - Product sales	—	—	(1,498	)
Fair Value Hedges: Interest Rate Swaps
Effectiveness - Contra interest expense	—	4,885	5,395
Ineffectiveness - Contra interest expense	—	421	3
Effectiveness - Other income	1,646	—	—
Ineffectiveness - Other income	232	—	—

F-39

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

	December 31,
($ thousands)	2015		2014
Land	590		685
Buildings	110,049		118,203
Terminals and systems	2,574,369		2,545,772
Furniture and equipment	177,425		188,304
Contracts in progress	92,356		76,390
	2,954,789		2,929,354
Accumulated depreciation	(1,827,271	)	(1,842,928	)
	1,127,518		1,086,426

The Company capitalized $1.1 million of borrowing costs in 2015. The rate used to determine the amount of borrowing costs eligible for capitalization was approximately 5%, which was the effective interest rate of all borrowings.

10.  Property, Plant and Equipment, net

	December 31,
($ thousands)	2015		2014
Land	18,829		2,468
Buildings	218,903		75,180
Furniture and equipment	230,267		167,702
Construction in progress	12,457		2,311
	480,456		247,661
Accumulated depreciation	(130,779	)	(124,119	)
	349,677		123,542

F-40

11.Goodwill, net

Changes in the carrying amount of goodwill, net, consist of the following for 2015 and 2014:

	North America
	Gaming and	North America
($ thousands)	Interactive	Lottery		International		Italy		Total
Balance at December 31, 2013	210,700	1,069,863		1,168,191		1,625,132		4,073,886
Acquisitions	—	—		12,028		6,767		18,795
Disposal	—	—		—		(9,412	)	(9,412	)
Foreign currency translation	—	—		(19,795	)	(104,593	)	(124,388	)
Balance at December 31, 2014	210,700	1,069,863		1,160,424		1,517,894		3,958,881
IGT acquisition	2,415,582	147,292		382,958		—		2,945,832
Other acquisitions	—	—		—		9,798		9,798
Foreign currency translation	—	—		(8,299	)	(75,713	)	(84,012	)
Balance at December 31, 2015	2,626,282	1,217,155		1,535,083		1,451,979		6,830,499
Balance at December 31, 2014
Cost	210,700	1,073,956		1,292,940		1,519,715		4,097,311
Accumulated impairment loss	—	(4,093	)	(132,516	)	(1,821	)	(138,430	)
	210,700	1,069,863		1,160,424		1,517,894		3,958,881
Balance at December 31, 2015
Cost	2,626,282	1,221,248		1,656,888		1,453,612		6,958,030
Accumulated impairment loss	—	(4,093	)	(121,805	)	(1,633	)	(127,531	)
	2,626,282	1,217,155		1,535,083		1,451,979		6,830,499

As described in Note 3, the acquisition of IGT was completed on April 7, 2015. Acquired goodwill of $2.946 billion was allocated to the reporting units above.

On May 2, 2014, the Company acquired 100% of the shares of Probability Plc (“Probability”) a mobile gaming solutions company that provided the Company with immediate access to a mobile solution in slots and table games, as well as enhancements of the player acquisition and retention experience. The cash purchase price was approximately £18 million ($28.5 million net of cash acquired). Acquired goodwill of $18.8 million in 2014 includes $14.2 million associated with the Probability acquisition.

In July 2014, the Company sold its sports and events ticketing business to the international operator TicketOne, CTS Eventim Group for $18.6 million (€13.9 million). Goodwill associated with this business of $9.4 million (€7.8 million) was included in the carrying amount when determining the $8.6 million (€5.7 million) gain on the sale, which has been recorded in Transaction expense, net in the consolidated statement of operations.

F-41

Annual Goodwill Impairment Testing

Upon completion of the acquisition of IGT on April 7, 2015, as described in Note 3, and the reorganization that followed, the Company determined its operating segments in accordance with ASC 280. The Company performed an analysis to determine its reporting units based on the availability of discrete financial information that is regularly reviewed by segment management and the Company determined that it had four reporting units as of November 1, 2015, the Company’s goodwill impairment testing date:

·North America Gaming and Interactive

·North America Lottery

·International

·Italy

There were no changes to this determination through December 31, 2015.

In performing step one of the goodwill impairment test for the Company’s reporting units, the Company estimated the fair value of the reporting units using an income approach that analyzed projected discounted cash flows. The procedures the Company followed included, but were 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;

·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 market capitalization, total invested capital, the implied market participant acquisition premium, and supporting qualitative and quantitative analysis.

The results of step one of the Company’s impairment testing by reporting unit is as follows ($ thousands):

	Estimated	Carrying
	Fair Value	Amount	Excess	%
North America Gaming and Interactive	5,590,000	5,116,000	474,000	9%
North America Lottery	2,820,000	2,189,400	630,600	29%
International	2,920,000	2,585,600	334,400	13%
Italy	2,695,000	2,109,648	585,352	28%

The key assumptions used in the goodwill impairment testing were as follows:

	Normalized
	Growth	Discount
	Rate	Rate
North America Gaming and Interactive	3.00%	8.25%
North America Lottery	2.25%	6.60%
International	3.00%	9.50%
Italy	0.50%	9.40%

Where reporting unit fair values did not exceed the carrying amounts by a substantial amount, which the Company believes to be 20% or more, additional analysis was performed and additional disclosure is provided below.

F-42

North America Gaming and Interactive

In calculating the fair value of the North America Gaming and Interactive reporting unit using the income approach, the Company used projections of revenues, operating costs and capital expenditures. The projected cash flows considered historical and estimated future results and general economic and market conditions, as well as the impact of planned business and operational strategies. The following estimates and assumptions were also used in the discounted cash flow analysis:

·A normalized growth rate of 3.00% based on the estimated sustainable long-term growth rate for the reporting unit;

·A normalized operating EBITDA margin percentage was estimated based on a review of average margins within the projection period;

·Normalized capital expenditure requirements were estimated based on a review of historical and projected capital expenditures and typical replacement cycles; and

·A discount rate of 8.25% based on the weighted average cost of capital.

Although the fair value of the North America Gaming and Interactive reporting unit exceeded the carrying amount based on the results of step one of the Company’s goodwill impairment analysis, a decrease in the fair value of more than 8.5% could potentially result in an impairment of goodwill. The use of 8.76% for the discount rate or 2.35% for the growth rate would render the estimated fair value equal to the carrying amount.

International

The fair value of the International reporting unit was calculated using the income approach, in the same manner as described for the North America Gaming and Interactive reporting unit. The following estimates and assumptions were used in the discounted cash flow analysis:

·A normalized growth rate of 3.00% based on the estimated sustainable long-term growth rate for the reporting unit;

·A normalized operating EBITDA margin percentage was estimated based on a review of average margins within the projection period;

·Normalized capital expenditure requirements were estimated based on a review of historical and projected capital expenditures and typical replacement cycles; and

·A discount rate of 9.50% based on the weighted average cost of capital.

Although the fair value of the International reporting unit exceeded the carrying amount based on the results of step one of the Company’s goodwill impairment analysis, a decrease in the fair value of more than 11.5% could potentially result in an impairment of goodwill. The use of 10.37% for the discount rate or 1.82% for the growth rate would render the estimated fair value equal to the carrying amount.

F-43

12.Intangible Assets, net

Intangible assets as of December 31, 2015 and 2014 consist of:

	December 31, 2015
($ thousands)	Gross Carrying Amount	Accumulated Amortization	Net Book Value	Average Life (years)
Subject to amortization
Customer relationships	2,587,202	653,802	1,933,400	14.8
Computer software and game library	946,983	365,305	581,678	5.8
Developed technologies	213,840	67,746	146,094	5.1
Concessions and licenses	251,692	126,732	124,960	10.4
Trademarks	102,179	14,971	87,208	6.6
Sports and horse racing betting rights	119,400	107,506	11,894	6.5
Networks	15,051	10,504	4,547	3.0
Other	8,559	3,020	5,539	16.2
	4,244,906	1,349,586	2,895,320
Not subject to amortization
Trademarks	440,313	—	440,313
Total intangible assets, excluding goodwill	4,685,219	1,349,586	3,335,633

	December 31, 2014
($ thousands)	Gross Carrying Amount	Accumulated Amortization	Net Book Value	Average Life (years)
Subject to amortization
Customer relationships	875,411	506,675	368,736	14.8
Concessions and licenses	269,210	112,164	157,046	10.6
Computer software and game library	313,173	223,395	89,778	6.2
Sports and horse racing betting rights	132,901	103,481	29,420	6.5
Developed technologies	34,009	22,887	11,122	12.0
Networks	14,462	9,899	4,563	3.0
Trademarks	7,316	4,790	2,526	4.0
Other	8,558	2,489	6,069	16.2
	1,655,040	985,780	669,260
Not subject to amortization
Trademarks	117,061	—	117,061
Total intangible assets, excluding goodwill	1,772,101	985,780	786,321

F-44

Amortization expense on intangibles assets was $410.4 million, $148.9 million and $134.3 million in 2015, 2014 and 2013, respectively.

Amortization expense on intangible assets for the next five years is expected to be as follows ($ thousands):

Year	Amount
2016	514,495
2017	394,083
2018	265,384
2019	253,363
2020	226,022
Total	1,653,347

Amortization expense for computer software was $34.0 million, $10.1 million and $9.6 million in 2015, 2014 and 2013, respectively.

The Company reviews intangibles for impairment annually, on November 1, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

The Company recorded impairment losses in its International segment of $9.7 million in 2015 and $3.6 million in 2013 for certain indefinite lived intangible assets.

F-45

13.Other Liabilities

Other current liabilities

	December 31,
($ thousands)	2015	2014
Accrued interest payable	171,486	105,749
Accrued expenses	168,160	117,678
Employee compensation	155,753	100,158
Taxes other than income taxes	112,690	83,688
Jackpot liabilities	110,979	—
Deferred revenue	57,089	62,556
Current financial liabilities	48,584	81,973
Advance payments from customers	33,976	17,505
Other current liabilities	26,955	27,858
Short term provisions	19,544	1,203
Advance billings	17,370	17,654
Bridge and consent fees payable	—	88,994
Dividends payable	—	157,341
	922,586	862,357

Other non-current liabilities

	December 31,
($ thousands)	2015	2014
Jackpot liabilities	226,264	—
Finance leases	71,548	79,695
Royalties payable	38,311	—
Deferred revenue	38,308	50,391
Reserve for uncertain tax positions	29,970	7,906
Italian staff severance fund	11,385	12,224
Long-term provisions	10,888	15,829
Contingent liabilities	6,945	8,438
Other	28,874	25,934
	462,493	200,417

F-46

14.Debt

	December 31,
($ thousands)	2015	2014
6.250% Senior Secured Notes due 2022	1,468,875	—
6.500% Senior Secured Notes due 2025	1,084,249	—
4.750% Senior Secured Notes due 2023	912,418	—
4.125% Senior Secured Notes due 2020	752,212	—
5.625% Senior Secured Notes due 2020	592,245	—
Senior Secured Notes	4,809,999	—
6.625% Senior Secured Notes due 2018	533,915	590,557
4.750% Senior Secured Notes due 2020	520,649	575,270
Legacy GTECH Notes	1,054,564	1,165,827
7.500% Senior Secured Notes due 2019	530,009	—
5.500% Senior Secured Notes due 2020	126,833	—
5.350% Senior Secured Notes due 2023	61,303	—
Legacy IGT Notes	718,145	—
Term Loan Facilities due 2019	866,785	—
Revolving Credit Facilities	834,968	876,505
Capital Securities due 2066	49,472	54,975
Other	80	1,764
Long-term debt, less current portion	8,334,013	2,099,071
Current portion of long-term debt	160	849,600
Short-term borrowings	—	10,800
Total Debt	8,334,173	2,959,471

F-47

The principal balances of each debt obligation and a reconciliation to the balance sheet follows:

	December 31, 2015
		Debt issuance		Premium
($ thousands)	Principal	cost, net		(Discount)	Swap		Total
6.250% Senior Secured Notes due 2022	1,500,000	(20,610	)	—	(10,515	)	1,468,875
6.500% Senior Secured Notes due 2025	1,100,000	(15,751	)	—	—		1,084,249
4.750% Senior Secured Notes due 2023	925,395	(12,977	)	—	—		912,418
4.125% Senior Secured Notes due 2020	762,090	(9,878	)	—	—		752,212
5.625% Senior Secured Notes due 2020	600,000	(7,755	)	—	—		592,245
Senior Secured Notes	4,887,485	(66,971	)	—	(10,515	)	4,809,999
6.625% Senior Secured Notes due 2018	544,350	(10,435	)	—	—		533,915
4.750% Senior Secured Notes due 2020	544,350	(23,701	)	—	—		520,649
Legacy GTECH Notes	1,088,700	(34,136	)	—	—		1,054,564
7.500% Senior Secured Notes due 2019	500,000	—		28,345	1,664		530,009
5.500% Senior Secured Notes due 2020	124,143	—		3,034	(344	)	126,833
5.350% Senior Secured Notes due 2023	60,567	—		736	—		61,303
Legacy IGT Notes	684,710	—		32,115	1,320		718,145
Term Loan Facilities due 2019	870,960	(4,175	)	—	—		866,785
Revolving Credit Facilities due 2019	855,480	(20,512	)	—	—		834,968
Capital Securities due 2066	49,530	(58	)	—	—		49,472
Other	240	—		—	—		240
Total Debt	8,437,105	(125,852	)	32,115	(9,195	)	8,334,173

	December 31, 2014
		Debt		Premium
($ thousands)	Principal	issuance cost		(Discount)	Swap	Total
6.625% Senior Secured Notes due 2018	607,050	(16,493	)	—	—	590,557
4.750% Senior Secured Notes due 2020	607,050	(31,780	)	—	—	575,270
Legacy GTECH Notes	1,214,100	(48,273	)	—	—	1,165,827
Revolving Credit Facilities due 2015	897,115	(22,490	)	—	—	874,625
Capital Securities due 2066	910,575	(4,299	)	—	—	906,276
Short-term borrowings	10,800	—		—	—	10,800
Other	1,943	—		—	—	1,943
Total Debt	3,034,533	(75,062	)	—	—	2,959,471

At December 31, 2015 and December 31, 2014, the Company’s unused available liquidity is summarized below:

	December 31,
($ thousands)	2015	2014
Revolving Credit Facilities	2,087,655	1,534,870
Term Loan Facilities	—	—
Total Liquidity	2,087,655	1,534,870

F-48

The following table summarizes payments due under the Company’s significant contractual commitments as of December 31, 2015:

	Payments by calendar year
($ thousands)						2021 and
Description	2016	2017	2018	2019	2020	thereafter	Total
6.250% Senior Secured Notes due 2022	—	—	—	—	—	1,500,000	1,500,000
6.500% Senior Secured Notes due 2025	—	—	—	—	—	1,100,000	1,100,000
4.750% Senior Secured Notes due 2023	—	—	—	—	—	925,395	925,395
4.125% Senior Secured Notes due 2020	—	—	—	—	762,090	—	762,090
5.625% Senior Secured Notes due 2020	—	—	—	—	600,000	—	600,000
Senior Secured Notes	—	—	—	—	1,362,090	3,525,395	4,887,485
6.625% Senior Secured Notes due 2018	—	—	544,350	—	—	—	544,350
4.750% Senior Secured Notes due 2020	—	—	—	—	544,350	—	544,350
Legacy GTECH Notes	—	—	544,350	—	544,350	—	1,088,700
7.500% Senior Secured Notes due 2019	—	—	—	500,000	—	—	500,000
5.500% Senior Secured Notes due 2020	—	—	—	—	124,143	—	124,143
5.350% Senior Secured Notes due 2023	—	—	—	—	—	60,567	60,567
Legacy IGT Notes	—	—	—	500,000	124,143	60,567	684,710
Term Loan Facilities due 2019	—	—	—	870,960	—	—	870,960
Revolving Credit Facilities due 2019	—	—	—	855,480	—	—	855,480
Capital Securities due 2066 (1)	—	—	—	—	—	49,530	49,530
Other	160	80	—	—	—	—	240
Total Debt (2)	160	80	544,350	2,226,440	2,030,583	3,635,492	8,437,105

(1)The Company redeemed the Capital Securities at par on March 31, 2016.

(2)Amounts presented relate to the principal amount of long-term debt and exclude the related interest expense that will be paid when due, fair value adjustments, discounts, premiums and loan origination fees. See the table above for a reconciliation of the amounts presented to the amounts on the consolidated balance sheet.

F-49

Senior Secured Notes

In April 2015, IGT PLC issued five series of senior secured notes (the “Senior Secured Notes”). The original principal amounts of and the proceeds received by IGT PLC from the issuance of the Senior Secured Notes were as follows (in thousands):

Senior Secured Notes	Original Principal Amount		Proceeds (in U.S. Dollars)	Effective Interest Rate
6.250% Senior Secured Notes due 2022	$	1,500,000	1,500,000	6.52%
6.500% Senior Secured Notes due 2025	$	1,100,000	1,100,000	6.71%
4.750% Senior Secured Notes due 2023	€	850,000	919,190	4.98%
4.125% Senior Secured Notes due 2020	€	700,000	756,980	4.47%
5.625% Senior Secured Notes due 2020	$	600,000	600,000	5.98%
Total proceeds			4,876,170

Principal amounts in euro were converted to U.S. dollars using the exchange rate in effect on April 7, 2015.

IGT PLC used the proceeds from the issuance of the Senior Secured Notes to fund the cash portion of the merger consideration for the Subsidiary Merger and to pay certain costs associated with the Mergers.

Interest on the Senior Secured Notes at the rates per annum set forth in the table above is payable semi-annually in arrears.

The Senior Secured Notes are rated Ba2 and BB+ by Moody’s Investor Service (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”), respectively.

The Senior Secured Notes are guaranteed by certain subsidiaries of IGT PLC and are secured by ownership interests held by IGT PLC in certain of its direct subsidiaries and certain intercompany loans with principal balances in excess of $10 million.

IGT PLC may redeem the Senior Secured Notes in whole or in part at any time prior to certain specified dates that range from November 15, 2019 through August 15, 2024 at 100% of their principal amount together with accrued and unpaid interest plus an applicable “make whole” premium. After such dates, IGT PLC may redeem the Senior Secured Notes in whole or in part at 100% of their principal amount together with accrued and unpaid interest. IGT PLC may also redeem the Senior Secured Notes in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events. In addition, upon the occurrence of certain events, IGT PLC will be required to offer to repurchase all of the Senior Secured Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest.

The Senior Secured Notes contain customary covenants and events of default. As of December 31, 2015, IGT PLC was in compliance with all of the covenants.

Legacy GTECH Notes

In December 2010, GTECH S.p.A. (“GTECH”), issued €500 million ($544.4 million at the December 31, 2015 exchange rate) of 5.375% senior notes due 2018 (the “Legacy GTECH 2018 Notes”) and in December 2012, GTECH issued €500 million ($544.4 million at the December 31, 2015 exchange rate) of 3.500% senior notes due 2020 (the “Legacy GTECH 2020 Notes”, and together with the Legacy GTECH 2018 Notes, the “Legacy GTECH Notes”).

In October 2014, GTECH solicited the holders of the Legacy GTECH Notes to approve proposals by extraordinary resolutions to: (1) approve the Holdco Merger and certain related transactions generally and in accordance with and for the purposes of any applicable statutory or court creditor process, (2) agree that no put event was deemed to occur as a result of or in connection with the Holdco Merger and such related transactions and (3) waive any and all events of default, potential events of default and any other breach of the conditions of the Legacy GTECH Notes that had been, were or may have been, within the period of 12 months from the passing of

F-50

the extraordinary resolutions, triggered by or in connection with the Holdco Merger or such related transactions. In November 2014, holders of the requisite principal amounts of the Legacy GTECH Notes passed extraordinary resolutions approving the proposals. GTECH paid an aggregate of $39 million (€31.3 million) in consent fees to the relevant holders of the Legacy GTECH Notes in connection therewith.

In January 2015, Moody’s and S&P downgraded the ratings of the Legacy GTECH Notes from Baa3 and BBB- to Ba2 and BB+, respectively. As a result, the interest rate on the Legacy GTECH 2018 Notes was increased to 6.625% per annum effective February 2, 2015 and the interest rate on the Legacy GTECH 2020 Notes was increased to 4.750% per annum effective March 5, 2015. Interest on the Legacy GTECH Notes at such rates is payable annually in arrears. The interest rates on the Legacy GTECH Notes are subject to a 1.25% per annum decrease in the event of an upgrade in their ratings by Moody’s and S&P.

As a result of the Holdco Merger, IGT PLC became the issuer of the Legacy GTECH Notes.

The Legacy GTECH Notes are guaranteed by certain subsidiaries of IGT PLC and are secured by ownership interests held by IGT PLC in certain of its direct subsidiaries and certain intercompany loans with principal balances in excess of $10 million.

IGT PLC may redeem the Legacy GTECH Notes in whole but not in part, at the greater of:

·100% of their principal amount together with any accrued and unpaid interest, or

·at an amount specified in the terms and conditions of the Legacy GTECH Notes.

IGT PLC may also redeem the Legacy GTECH Notes in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events. In addition, upon the occurrence of certain events, IGT PLC may be required to redeem the Legacy GTECH Notes in whole or in part at 100% of their principal amount plus accrued and unpaid interest.

At December 31, 2015, the effective interest rate on the legacy GTECH Notes due 2018 and Legacy GTECH Notes due 2020 was 7.74% and 6.00%, respectively. At December 31, 2014, the effective interest rate on the legacy GTECH Notes due 2018 and Legacy GTECH Notes due 2020 was 5.59% and 3.76%, respectively.

The Legacy GTECH Notes contain customary covenants and events of default. As of December 31, 2015 and 2014, IGT PLC was in compliance with all of the covenants.

Legacy IGT Notes

In June 2009, International Game Technology, a Nevada corporation (“IGT”), issued $500 million 7.500% senior notes due 2019 (the “Legacy IGT 2019 Notes”), in June 2010, IGT issued $300 million 5.500% senior notes due 2020 (the “Legacy IGT 2020 Notes”) and in September 2013, IGT issued $500 million 5.350% senior notes due 2023 (the “Legacy IGT 2023 Notes”, and together with the Legacy IGT 2019 Notes and the Legacy IGT 2020 Notes, the “Legacy IGT Notes”).

As a result of the change in control of IGT which occurred as a result of the Subsidiary Merger, IGT was required to offer to purchase the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes for a purchase price equal to 101% of the principal plus any accrued and unpaid interest. In April 2015, IGT made the required offers to purchase and solicited the consent of the holders of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes to an amendment to the financial reporting covenant of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes. In May 2015, holders of $175.9 million of the Legacy IGT 2020 Notes tendered their notes for purchase and holders of $439.4 million of the Legacy IGT 2023 Notes tendered their notes for purchase and requisite holders of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes consented to the amendment. IGT accepted all of the Legacy IGT 2020 Notes and all of the Legacy IGT 2023 Notes tendered for purchase and paid an aggregate of $621.4 million to the relevant holders of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes in connection therewith.

Interest on the Legacy IGT Notes at the rates per annum set forth in the table above is payable semi-annually in arrears.

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The Legacy IGT Notes were rated Ba2 and BB+ by Moody’s and S&P, respectively at December 31, 2015.

The Legacy IGT Notes are guaranteed by IGT PLC and certain of its subsidiaries and are secured by certain intercompany loans with principal balances in excess of $10 million.

IGT may redeem the Legacy IGT Notes in whole but not in part, at the greater of:

·100% of their principal amount together with any accrued, and

·unpaid interest and a make-whole premium.

In addition, upon the occurrence of certain events, IGT will be required to offer to repurchase all of the Legacy IGT Notes at a price equal to 100% of their principal amount and accrued and unpaid interest.

At December 31, 2015, the effective interest rate on the Legacy IGT 2019 Notes, Legacy IGT 2020 Notes and Legacy IGT 2023 Notes was 5.67%, 4.88% and 5.47%, respectively.

The Legacy IGT Notes contain customary covenants and events of default. As of December 31, 2015, IGT was in compliance with all of the covenants.

Term Loan Facilities

In January 2015, GTECH entered into a senior term loan facilities agreement (“TLF Senior Facilities Agreement”) with a syndicate of financial institutions that provides for two (2) €400 million ($435.5 million at the December 31, 2015 exchange rate) term loan facilities maturing in 2019 (the “Term Loan Facilities”). Upon the completion of the Holdco Merger, IGT PLC became the borrower under one of the Term Loan Facilities and a subsidiary of IGT PLC became the borrower under the other of the Term Loan Facilities.

IGT PLC used the proceeds of the Term Loan Facilities to repay borrowings under the Revolving Credit Facilities (as defined below).

Interest on the Term Loan Facilities is payable between one and six months in arrears at rates equal to the applicable LIBOR or EURIBOR plus a margin based on IGT PLC’s long-term ratings by Moody’s and S&P. At December 31, 2015, the effective interest rate on the Term Loan Facilities was 1.9%.

The Term Loan Facilities are guaranteed by IGT PLC and certain of its subsidiaries and are secured by ownership interests held by IGT PLC 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 prepay the Term Loan Facilities in full.

The TLF Senior Facilities 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. As of December 31, 2015, the borrowers under the Term Loan Facilities were in compliance with all of the covenants.

Revolving Credit Facilities

In November 2014, GTECH and IGT Global Solutions Corporation entered into a senior facilities agreement (“RCF Senior Facilities Agreement”) with a syndicate of financial institutions that provided for the following multi-currency revolving credit facilities (the “Revolving Credit Facilities”):

Maximum
Borrowing
Available		Facility	Borrower
$	1,800,000	Revolving Credit Facility A	IGT PLC, IGT and IGT Global Solutions Corporation
€	1,050,000	Revolving Credit Facility B	IGT PLC and Lottomatica Holding S.r.l.

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In April 2015, the RCF Senior Facilities Agreement was amended to increase the maximum principal amount of Revolving Credit Facility A from $1.5 billion to $1.8 billion and Revolving Credit Facility B from €850 million ($925.4 million at the December 31, 2015 exchange rate) to €1.05 billion ($1.14 billion at the December 31, 2015 exchange rate).

The borrowers may utilize the Revolving Credit Facilities for letters of credit up to certain sub-limits and Revolving Credit Facility A for U.S. dollar swingline loans.

Proceeds from the Revolving Credit Facilities may be used for general corporate purposes. In 2014, the borrowers used proceeds from the Revolving Credit Facilities to repay amounts borrowed under a prior senior facilities agreement and to pay the redemption price of the Legacy GTECH 2016 Notes (as defined below). In 2015, the borrowers used the proceeds from the Revolving Credit Facilities to fund the cash portion of the merger consideration for the Subsidiary Merger, to repay amounts borrowed by IGT under a prior revolving credit facility agreement and to pay the purchase price of the Legacy IGT 2020 Notes and the Legacy IGT 2023 notes tendered for purchase and the associated consent fees.

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 IGT PLC’s long-term ratings by Moody’s and S&P. At December 31, 2015 and 2014, the effective interest rate on the Revolving Credit Facilities was 2.2% and 1.78%, respectively.

The RCF Senior Facilities Agreement provides that the following fees (which are recorded as interest expense) are payable quarterly in arrears:

·Commitment fees — payable on the undrawn and un-cancelled amount of the Revolving Credit Facilities depending on IGT PLC’s long-term ratings by Moody’s and S&P. The applicable rate was 0.725% at December 31, 2015.

·Utilization fees — payable on the aggregate amount of the Revolving Credit Facilities at a rate determined upon such drawn amount. The applicable rate was 0.30% at December 31, 2015.

The Revolving Credit Facilities are guaranteed by IGT PLC and certain of its subsidiaries and are secured by ownership interests held by IGT PLC 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.

The RCF Senior Facilities 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. As of December 31, 2015, the borrowers under the Revolving Credit Facilities were in compliance with all of the covenants.

Capital Securities

In May 2006, GTECH issued subordinated interest-deferrable Capital Securities due 2066 (the “Capital Securities”).

In December 2014, GTECH invited the holders of the Capital Securities to: (1) tender the Capital Securities for purchase by GTECH and (2) approve proposals by extraordinary resolutions to (a) acknowledge that a condition of the Capital Securities did not apply to the offer to purchase the Capital Securities and (b) approve certain amendments to the conditions of the Capital Securities. In January 2015, holders of the Capital Securities tendered $796.4 million (€704.5 million) of the Capital Securities for purchase by GTECH and holders of the requisite principal amount of the Capital Securities passed extraordinary resolutions approving the proposals. GTECH purchased all of the Capital Securities tendered for purchase and paid an aggregate of $869.8 million (€816.9 million) in consideration to the relevant holders of the Capital Securities in connection therewith.

Interest on the Capital Securities at the rate of 8.250% is payable annually through March 31, 2016 and a variable rate of EURIBOR plus 5.050% payable semi-annually thereafter.

As a result of the Holdco Merger, IGT PLC became the issuer of the Capital Securities.

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IGT PLC may redeem the Capital Securities in whole but not in part at 100% of their principal amount together with accrued and unpaid interest and certain other amounts on March 31, 2016 and any interest payment date thereafter. IGT PLC may also redeem the Capital Securities in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events.

Prior to their redemption at par on March 31, 2016, the Capital Securities were rate B1 and B+ by Moody’s and S&P, respectively.

Legacy GTECH Notes due 2016

In December 2009, GTECH issued €750 million ($816.5 million at the December 31, 2015 exchange rate) of 5.375% senior notes due 2016 (the “Legacy GTECH 2016 Notes”). The Legacy GTECH 2016 Notes were rated Baa3 and BBB- by Moody’s and S&P, respectively, and were guaranteed by certain subsidiaries of GTECH. In December 2014, GTECH redeemed the Legacy GTECH 2016 Notes. In connection with the redemption, GTECH paid an aggregate $88.6 million make-whole premium to the holders of the Legacy GTECH 2016 Notes and wrote off unamortized debt issuance costs of $3.2 million. GTECH also held €150 million notional amount of interest rate swaps, which were designated as hedges of fixed interest rates on the Legacy GTECH 2016 Notes, which were settled in December 2014 in connection with the redemption, resulting in a $10.1 million gain.

Bridge Facility

In July 2014, in connection with GTECH’s planned acquisition of IGT, GTECH obtained a commitment from affiliates of Credit Suisse AG, Barclays PLC and Citigroup Inc. to fund a 364-day senior bridge term loan credit facility (the “Bridge Facility”) in an aggregate principal amount of approximately $10.7 billion, of which approximately 45% was denominated in euros and approximately 55% of which was denominated in U.S. dollars. The proceeds of the Bridge Facility were to be used to fund the cash portion of the merger consideration of the Subsidiary merger, to pay transaction expenses, to redeem or refinance the Legacy GTECH Notes, the Legacy IGT Notes, the Capital Securities and the Legacy GTECH 2016 Notes, to the extent applicable, and to pay the shareholders of GTECH exercising rescission rights.

In connection with the Bridge Facility commitment, GTECH incurred fees of $80.5 million (€59.1 million), which were payable in full upon the earliest occurrence of certain events set forth in the related agreements, including, among others, the closing of the acquisition of IGT or the date the Bridge Facility terminated in accordance with its terms. The fees of $80.5 million (€59.1 million) were recorded within current financial liabilities, with an offsetting entry in other current assets on the consolidated balance sheet. The cost deferred in other current assets was being amortized to interest expense over the estimated duration of the Bridge Facility (11½ months beginning July 15, 2014 based on the applicable commitment amounts). In addition, a daily ticking fee accrued on the aggregate amount of the commitments in respect of the Bridge Facility during the period from and including July 15, 2014, to but excluding the date upon which the Bridge Facility was terminated, at a rate equal to 0.25% per annum. The ticking fee was payable in full on the earlier of (1) termination or expiration of the commitment letter and (2) the closing of the acquisition of IGT. The ticking fee was recorded as interest expense in the consolidated statement of operations and accrued within current financial liabilities on the consolidated balance sheet. On December 12, 2014, in accordance with the terms of the Bridge Facility, the Company incurred additional fees of approximately $31.1 million which were recorded within other current liabilities and other current assets to be amortized over the remaining estimated duration of the Bridge Facility. In 2015 and 2014, the Company recorded $23.7 million and $47.6 million of interest expense, respectively relating to the Bridge Facility.

In February 2015, the Bridge Facility commitment was terminated and unamortized bridge fees of $34.5 million were recorded to other expense in the consolidated statement of operations.

Other Credit Facilities

IGT PLC and certain of its subsidiaries may borrow under senior unsecured uncommitted demand credit facilities made available by several financial institutions. At December 31, 2015 and 2014, there were no borrowings under these facilities.

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Letters of Credit

IGT PLC and certain of its subsidiaries may obtain letters of credit under the Revolving Credit Facilities and under senior unsecured uncommitted letter of credit facilities made available by several financial institutions. 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, 2015 and 2014 and the weighted average annual cost of such letters of credit:

	Letters of Credit Outstanding
	Not under the	Under the
	Revolving Credit	Revolving Credit		Weighted Average
($ thousands)	Facilities	Facilities	Total	Annual Cost
December 31, 2015	711,365	—	711,365	0.97%
December 31, 2014	796,397	—	796,397	0.94%

Interest Expense

	For the year ended December 31,
($ thousands)	2015		2014		2013
Senior Secured Notes	(248,407	)	—		—
Revolving Credit Facilities	(47,789	)	(14,954	)	(15,121	)
6.625% Senior Secured Notes due 2018	(40,481	)	(36,961	)	(36,861	)
4.750% Senior Secured Notes due 2020	(29,941	)	(24,842	)	(24,633	)
Bridge Facility	(23,717	)	(47,577	)	—
7.500% Senior Secured Notes due 2019	(18,651	)	—		—
Term Loan Facilities due 2019	(15,537	)	—		—
Capital Securities due 2066	(8,550	)	(85,250	)	(85,881	)
5.350% Senior Secured Notes due 2023	(4,753	)	—		—
5.500% Senior Secured Notes due 2020	(3,359	)	—		—
5.375% Senior Secured Notes due 2016	—		(45,864	)	(49,770	)
Other	(16,799	)	(6,772	)	(4,862	)
	(457,984	)	(262,220	)	(217,128	)

Interest paid was $365.5 million, $211.7 million and $189.0 million in 2015, 2014 and 2013, respectively.

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15.Income Taxes

The components of (loss) income before the provision for income taxes, determined by tax jurisdiction, are as follows:

	For the year ended December 31,
($ thousands)	2015		2014		2013
Italy	419,116		417,212		451,716
United States	(379,425	)	(60,932	)	(102,433	)
United Kingdom	(150,475	)	(106,536	)	(29,132	)
All Other	93,753		90,473		139,286
	(17,031	)	340,217		459,437

The provision for income taxes consists of:

	For the year ended December 31,
($ thousands)	2015		2014		2013
Current:
Italy	168,915		206,212		177,843
United States	(24,434	)	4,750		5,295
United Kingdom	(5,097	)	528		405
All Other	48,753		36,218		51,764
	188,137		247,708		235,307
Deferred:
Italy	1,660		8,122		24,885
United States	(121,032	)	1,692		(24,178	)
United Kingdom	(16,242	)	(8,948	)	(47	)
All Other	(13,627	)	(8,161	)	(10,012	)
	(149,241	)	(7,295	)	(9,352	)
	38,896		240,413		225,955

Income taxes paid were $199.2 million, $211.3 million and $229.3 million in 2015, 2014 and 2013, respectively.

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The Company is tax resident in the United Kingdom. A reconciliation of the provision for income taxes, with the amount computed by applying the weighted average rate of the United Kingdom statutory main corporation tax rates in force over each of the Company’s calendar year reporting periods (20.25% in 2015, 21.50% in 2014 and 23.25% in 2013) to (loss) income before the provision for income taxes is as follows:

	For the year ended December 31,
($ thousands)	2015		2014		2013
(Loss) income before provision for income taxes	(17,031	)	340,217		459,437
United Kingdom statutory tax rate	20.25	%	21.50	%	23.25	%
Theoretical tax expense (benefit)	(3,449	)	73,147		106,819
Foreign tax differential	(53,153	)	15,768		6,597
Foreign losses with no tax benefit	7,495		12,255		12,218
Italian tax litigation settlement	—		19,934		38,366
IRAP and other local taxes	29,697		49,806		46,513
Italian reorganization tax	13,405		35,989		—
Nondeductible expenses	30,244		9,052		1,647
Foreign tax expense, net of federal benefit	9,003		10,765		10,222
Change in unrecognized tax benefits	(15,593	)	427		342
Tax cost of dividend	12,888		3,903		3,618
Research and development tax credit	(4,393	)	(507	)	(283	)
Noncontrolling interest	8,565		5,015		1,260
Other	4,187		4,859		(1,364	)
	38,896		240,413		225,955
Effective tax rate	-228.4	%	70.7	%	49.2	%

The Company’s effective income tax rate of (228.4)% in 2015 was higher than the effective income tax rate of 70.7% in the same period of the prior year principally due to costs associated with the IGT acquisition in 2015 that were either non-deductible for tax purposes or deductible at rates lower than the Company’s global blended statutory tax rate.

The Company’s effective income tax rate of 70.7% in 2014 was higher than the effective income tax rate of 49.2% in the same period of the prior year principally due to Italian capital gains tax associated with the reorganization of the Italian business, a tax audit settlement in Italy and non-deductible acquisition costs on the planned acquisition of IGT.

The significant components reflected within the tax rate reconciliation labeled “Foreign tax differential” includes the effects of foreign subsidiaries’ earnings taxed at rates other than the U.K. statutory rate.

On December 18, 2015, the Consolidated Appropriations Act 2016 was signed into law in the United States. Some of the provisions were retroactive to January 1, 2015 including the permanent extension of the U.S. research and development tax credit. The effective tax rate reflects the Company’s estimated 2015 U.S. research and development tax credit.

The U.K. 2015 Finance Bill received Royal Assent in the fourth quarter of 2015, which resulted in the enactment of the United Kingdom corporate tax rate change from 20% in 2015 to 19% in 2017, then 18% in 2020. As a result, the Company recorded $1.4 million of income taxes in the fourth quarter of 2015 to write down the U.K. net deferred tax asset.

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In December 2015, the Italian President approved the reduction of the Italian federal IRES tax rate from the current rate of 27.5% to 24% in 2017. As a result, the Company recorded a $11.8 million tax benefit in the fourth quarter of 2015 to write down Italy’s net deferred tax liability.

The components of deferred tax assets and liabilities are as follows:

	December 31,
($ thousands)	2015		2014
Deferred tax assets:
Net operating losses	292,439		162,269
Provisions not currently deductible for tax purposes	164,164		97,003
Depreciation and amortization	148,801		112,963
Jackpot timing differences	92,807		—
Credit carryforwards	40,578		29,047
Cash collected in excess of revenue recognized	10,184		10,102
Share-based compensation	7,690		6,841
Inventory reserves	6,820		5,025
Other	15,062		23,898
Gross deferred tax assets	778,545		447,148
Valuation allowance	(139,663	)	(77,631	)
Net deferred tax assets	638,882		369,517
Deferred tax liabilities:
Acquired intangible assets	1,294,816		324,623
Depreciation and amortization	178,925		179,674
Foreign exchange on intra-group loan	17,110		17,199
Contract penalties	—		24,435
Other	41,375		9,210
Total deferred tax liabilities	1,532,226		555,141
Net deferred income tax liability	(893,344	)	(185,624	)

The Company’s net deferred income taxes are recorded in the consolidated balance sheet as follows:

	December 31,
($ thousands)	2015		2014
Deferred income taxes - noncurrent asset	48,074		12,982
Deferred income taxes - noncurrent liability	(941,418	)	(198,606	)
	(893,344	)	(185,624	)

The Company has gross tax loss carryforwards in a number of tax jurisdictions of $963.0 million as well as tax credit carryforwards $41.0 million. Portions of these tax loss carryforwards are subject to annual limitations, including Section 382 of the Internal Revenue Code of 1986, as amended, for U.S. tax purposes and similar provisions under other countries laws. Certain of these carryforwards will begin to expire in 2016 if not utilized while others have an unlimited carry forward period.

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The valuation allowance as of December 31, 2015 is $139.7 million which is an increase of $62.1 million from $77.6 million at December 31, 2014. The amounts pertain to certain U.S. and foreign net operating loss and credit carry forwards that are not expected to be realized. In assessing the need for a valuation allowance, the Company considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. When the Company changes its 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 income taxes in the period in which such determination is made.

The Company has not provided deferred taxes on $1.6 billion of undistributed earnings of non-U.K. subsidiaries at December 31, 2015 as it is the Company’s policy to indefinitely reinvest these earnings in non-UK operations. The repatriation of these earnings would likely incur taxation in countries other than the U.K. Quantification of the amount of the unrecognized deferred income tax liability associated with these earnings is not practicable. The Company fully provides for taxes incurred on earnings distributed currently.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	For the year ended December 31,
($ thousands)	2015		2014		2013
Balance at beginning of year	6,296		7,536		7,796
Current year acquistion	49,934		—		—
Additions to tax positions - current year	9,462		98		180
Reductions to tax positions - prior years	(7,733	)	(1,338	)	(440	)
Settlements	(5,313	)	—		—
Lapses in statutes of limitations	(15,276	)	—		—
Balance at end of year	37,370		6,296		7,536

As of December 31, 2015, 2014 and 2013, $30.1 million, $6.3 million and $7.5 million, respectively, of the unrecognized tax benefits, if recognized, would affect the Company’s effective tax rates.

The Company recognizes interest expense and penalties related to income tax matters in the provision for income taxes. For 2015, 2014 and 2013, the Company recognized $(10.0) million, $0.5 million and $0.4 million, respectively, in interest expense and penalties. As of December 31, 2015, 2014 and 2013, the gross balance of accrued interest was $3.7 million, $3.0 million and $2.5 million, respectively.

For 2015, the additions to unrecognized tax benefits related to the current year and reductions to unrecognized tax benefits related to prior years are primarily attributable to U.S. tax issues.

The Company files income tax returns in various jurisdictions of which the United Kingdom, United States and Italy represent the major tax jurisdictions. The Internal Revenue Service (“IRS”) is currently examining tax year 2011 for Legacy IGT. For Legacy GTECH, all tax years prior to 2011 are closed with the IRS. Both Legacy GTECH and Legacy IGT have income tax audits in various taxing jurisdictions. The years that may be examined vary with the earliest year being 2010.

In June 2015 a tax audit in Italy was initiated, which is also focused on the leveraged buyout transaction of GTECH Holdings Corporation in 2006 and subsequent acquisition debt refinancing. In July 2015, the Italian Tax Police issued a tax audit report covering the years 2006 to 2010, alleging that GTECH did not recharge to GTECH Holdings Corporation all interest expense and other costs incurred in connection with the 2006 transaction and subsequent refinancing. Based on this tax report, in December 2015 the Italian Tax Agency issued a number of tax assessment notices to the Company covering the years 2006 to 2010 and alleging that additional taxes, penalties and interest for these years totaling €200.0 million are due.

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In April 2016, IGT PLC received a Tax Audit Report from the Italian Tax Police covering years 2011 to 2014.  Based on this report, the additional taxes, penalties and interest associated with the transfer price challenge could be estimated to be approximately €275.0 million for those years. Furthermore, this report contains two additional claims regarding (i) the alleged improper deduction of €140.0 million in Value Added Tax and (ii) under-reported taxable income pursuant to Italy’s controlled foreign corporation regime with specific reference to the Company’s fully controlled subsidiary incorporated in Cyprus. No liabilities have been recorded at this time as the Company does not believe that a loss is probable for either item and quantification of the estimated range of adjustment for item (ii) cannot be made, although any adjustment would be material.

Based upon the timing and outcome of examinations of IGT PLC, or the result of the expiration of statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the consolidated balance sheets. The Company anticipates that several of these audits may be finalized within the next twelve months. While the Company expects the amount of the unrecognized tax benefits to change in the next twelve months, the Company does not expect the change to have a significant impact on the consolidated balance sheet or statement of operations.

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16. Employee Benefit Plans

Defined Contribution Plan

The Company maintains a salary deferral 401(K) plan that allows eligible employees to contribute a portion of their base pay up to the IRS prescribed limit. The Company matches a portion of the employee’s contribution. Employee and Company matching contributions vest immediately. The Company recognized expense related to the matching contribution of $10.8 million, $5.6 million and $5.3 million in 2015, 2014 and 2013, respectively.

Defined Benefit Plan

The Company has a defined benefit plan to provide certain post-employment benefits to Italian employees following termination from the Company. These employees may choose to participate in an unfunded plan within the Company or transfer their plan balance to independent external funds. These benefits are funded only to the extent paid to external funds. The cost of providing benefits under the plan, for those employees that participate in the unfunded plan within the Company, is determined using the projected unit credit actuarial valuation method. The cost of providing benefits for those employees that choose to transfer their plan to independent external funds are considered as defined contributions and are accrued as the employees render the related service. Net benefit expense was $6.8 million, $6.4 million and $6.5 million in 2015, 2014 and 2013, respectively. The present value of the defined benefit obligation was $11.2 million, $11.9 million and $10.9 million at December 31, 2015, 2014 and 2013, respectively.

17.Commitments and Contingencies

Commitments

Lease Commitments

Rent and lease expense for continuing operations, net of sublease rentals, included no contingent rental payments and totaled $60.8 million in 2015, $57.4 million in 2014, and $50.1 million in 2013.

The minimum amounts due for non-cancelable leases at December 31, 2015 are as follows ($ thousands):

Year	Operating	Capital		Total
2016	71,684	13,874		86,558
2017	44,645	13,772		58,417
2018	37,247	6,992		44,239
2019	30,135	6,664		36,799
2020	23,276	5,862		29,138
Thereafter	77,426	14,526		91,952
Total minimum payments	284,413	61,690		346,103
Less amount represent interest		(16,618	)
Capitalized lease obligation		45,072

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Facility capital lease

The Company has a finance lease for an operating headquarters facility in Providence, Rhode Island. The Company has the right to cancel the lease after June 30, 2023 if its facilities management contract 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 ten-year extension options. The Company has the unilateral right to extend the lease under the two extension options under the same terms as in the base term. The lease contains a restriction which does not allow the Company to assign the lease or sublease its portion of the building without the lessor’s approval, which is not to be unreasonably withheld. The lease has been accounted for under build-to-suit guidance, under which the Company carries the entire cost of the building on its books. The building will remain on the books for the lease term and is depreciated over its useful life of 40 years. As of December 31, 2015, the Company had no sublease arrangements at this facility.

Communication equipment capital leases

The Company has finance leases for certain communication equipment that expire between 2019 and 2022. The leases have terms of renewal, options to purchase the equipment and there are no escalation clauses. There are no restrictions placed upon the Company by entering into these leases.

Point of sale capital leases

The Company has finance leases for certain point of sale equipment that expire in 2017. There are no restrictions placed upon the Company by entering into these leases.

Sale and Leaseback Transactions

The Company sold its technology center facility in West Greenwich, Rhode Island in December 2006 and entered into a sale-leaseback agreement with the new owners that expires in November 2019, including renewal options but no escalation clause.

On December 30, 2015, the Company sold its Las Vegas, Nevada campus and entered into a sale-leaseback agreement with the new owners for a portion of the facility for a term of 15 years with optional renewals.

Both the West Greenwich and Las Vegas facilities are accounted for as operating leases, and future minimum lease payments are included in the operating lease section in the table above.

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Jackpot Commitments

Jackpot liabilities are recorded as current and non-current liabilities as follows:

	December 31,
($ thousands)	2015
Current liabilities	110,979
Non-current liabilities	226,264
	337,243

Future jackpot payments are due as follows ($ thousands):

	Previous	Future
Year	Winners	Winners	Total
2016	50,370	60,503	110,873
2017	39,564	9,745	49,309
2018	34,440	585	35,025
2019	30,703	585	31,288
2020	27,130	585	27,715
Thereafter	135,387	8,770	144,157
Future jackpot payments due	317,594	80,773	398,367
Unamortized discounts			(61,124	)
Total jackpot liabilities			337,243

Contingencies

Performance and other bonds

In connection with certain contracts and procurements, the Company has been required to deliver performance bonds for the benefit of customers and bid and litigation bonds for the benefit of potential customers, respectively. These bonds, on which customers and potential customers have never made a claim, 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, 2015:

($ thousands)	Total bonds
Performance bonds	474,724
Litigation bonds	37,084
All other bonds	19,254
	531,062

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Guarantees and indemnifications

Penalties under Minimum Profit Contracts

The Company has three contracts where it has provided customers with minimum profit level guarantees (the Illinois Contract, Indiana Contract and New Jersey Contract). In relation to the Illinois Contract, the Company guaranteed a minimum profit level to the State of Illinois for each fiscal year of the agreement, commencing with the State of Illinois’s fiscal year ended June 30, 2012. The amounts guaranteed and therefore amounts owed by the Company as shortfall payments under the Illinois Contract were under dispute. In December 2014 the Company and the State of Illinois entered into a termination agreement which settled the amounts of shortfall payments for fiscal years 2012, 2013 and 2014, in the amounts of $21.8 million, $38.6 million and $37.1 million, respectively. In 2015, the Attorney General of the State of Illinois questioned the validity of the termination agreement between the Company and the State of Illinois which resulted in the Company and the State of Illinois entering into a new termination agreement and the Company paid the State of Illinois an additional $10 million representing the shortfall payment for the State of Illinois’s fiscal year ending June 30, 2015. The Company will neither be responsible for the payment of any other shortfall payment, nor will it be entitled to receive any incentive compensation, for all or any portion of fiscal year 2015, or any subsequent fiscal year. The Company recorded reductions of service revenue of $10.0 million, $55.5 million and $42.0 million in 2015, 2014 and 2013, respectively, for the shortfall payments.

In relation to the Indiana Contract, the Company guaranteed a minimum profit level to the State of Indiana commencing with the contract year starting July 1, 2013. The Company recorded reductions of service revenue of $8.0 million, $8.8 million and $0.8 million in 2015, 2014 and 2013, respectively related to this guarantee. In 2015, the Company and the State of Indiana renegotiated the Indiana Contract which resulted in future reduced guarantee levels and in consideration the Company paid the State of Indiana $18.3 million which the Company capitalized to Other Assets in its consolidated balance sheet and which the Company is amortizing to service revenue over the remaining contract term.

In relation to the New Jersey Contract, the Company guaranteed a minimum profit level to the State of New Jersey commencing with the contract year starting July 1, 2014. In 2015, the Company and the State of New Jersey renegotiated the New Jersey Contract which resulted in future reduced guarantee levels and in consideration the Company paid the State of New Jersey $15.4 million which the Company capitalized to Other Assets in its consolidated balance sheet and which the Company is amortizing to service revenue over the remaining contract term.

Loxley GTECH Technology Co., LTD guarantee

The Company has a 49% interest in Loxley GTECH Technology Co., LTD (“LGT”), which is accounted for as an asset held for sale with a de minimis value. LGT is a joint venture that was formed to provide an online lottery system in Thailand.

The Company has guaranteed, along with the 51% shareholder in LGT, performance bonds provided to LGT by an unrelated commercial lender. The performance bonds relate to LGT’s performance under the July 2005 contract between the Government Lottery Office of Thailand and LGT should such contract become operational. The Company is jointly and severally liable with the other shareholder in LGT for this guarantee. There is no scheduled termination date for the Company’s guarantee obligation. The maximum liability under the guarantee is Baht 375 million ($10.4 million). At December 31, 2015, the Company does not have any obligation related to this guarantee because the July 2005 contract to provide the online lottery system is not in operation due to continuing political instability in Thailand.

Commonwealth of Pennsylvania indemnification

The Company will indemnify the Commonwealth of Pennsylvania and any related state agencies for claims made relating to the state’s approval of IGT Global Solutions Corporation’s manufacturer’s license in the Commonwealth of Pennsylvania.

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Legal Proceedings

From time to time, the Company is a party to legal, regulatory, and arbitration proceedings regarding, among other matters, claims by and against us, injunctions by third parties arising out of the ordinary course of business, and investigations and compliance inquiries 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 the Company’s view of these matters may change in the future as the proceedings and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability will be incurred and the amount or range of the loss can be reasonably estimated. At December 31, 2015, provisions for litigation matters amounted to $17.7 million. With respect to litigation and other legal proceedings where the Company has determined that a loss is reasonably possible and the Company is unable to estimate the amount or range of reasonably possible loss in excess of amounts already accrued, due to the inherent difficulty of predicting the outcome of and uncertainties regarding such litigation and legal proceedings, no additional amounts have been accrued. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

Italian Tax Matters

In December 2013, further to a tax audit received in 2012, settled by IGT PLC’s predecessor entity GTECH S.p.A (“GTECH”), the Italian Tax Agency, as required by Italian law, referred the matter to the Rome Public Prosecutor’s office, which had the obligation to start an investigation.

Within the context of this investigation, on April 28, 2015, representatives of the Rome Public Prosecutor came to IGT PLC’s offices in Rome to collect documents and files. The CEO, a board member and a senior executive of IGT PLC were served with a notice that each is subject to a criminal investigation in Italy relating to the Italian tax returns filed by GTECH for the tax years 2006-2013. Under the relevant Italian statutes, the Company’s legal representative and the signatories of the corporate tax returns, and not the corporation itself, are subject to investigation. The individuals are Lorenzo Pellicioli, then chairman of GTECH’s Board of Directors and currently Vice-Chairman of IGT PLC’s Board of Directors, who was GTECH’s legal representative who signed the Italian corporate tax return for the 2013 tax year; Marco Sala, then GTECH’s CEO and the current CEO, director and the legal representative of IGT PLC, who signed the Italian corporate tax returns for the 2006, 2007 and 2008 tax years and Renato Ascoli, then the general manager of GTECH’s Italian operations, who signed the Italian corporate tax returns for the 2009, 2010, 2011 and 2012 tax years.

The investigation involves the structuring of the original leveraged buyout of GTECH Holdings Corporation by Lottomatica S.p.A. and the subsequent conversion of a portion of the original debt incurred by GTECH Holdings Corporation into an equity increase from the parent company, Lottomatica S.p.A. The Public Prosecutor is focused on determining whether GTECH’s income was under-reported in Italy for any of the tax years 2006-2013. If the Public Prosecutor determines that income was under-reported in one or more tax years, the Public Prosecutor may choose to bring criminal charges in Italy against any or all of the above referenced individuals.

As a consequence of the investigation, a further Tax Audit started on June 22, 2015, focusing on the 2006 merger leveraged buyout acquisition of GTECH Holdings Corporation and the subsequent acquisition debt re-financing.  On July 7, 2015 the Tax Police notified a Tax Audit Report (so called Processo Verbale di Constatazione) to IGT PLC, alleging that GTECH breached the Italian transfer pricing rule (article 110, par. 7, of the Income Tax Act) because it did not recharge to its U.S. wholly-owned subsidiary GTECH Holdings Corporation all the interest expense and other costs incurred in connection with the 2006 acquisition and its subsequent re-financing. The Tax Police Audit Report covers the tax years 2006 to 2010. As provided by Italian law, the Tax Police Audit Report was delivered to the Public Prosecutor and the Italian Tax Agency for their independent evaluation.  Under Italian law, the Italian Tax Agency is the only authority empowered to issue a tax assessment, based on the Tax Police Audit Report’s allegations.  On December 30, 2015 IGT PLC received a number of tax assessment notices (so called Avvisi di Accertamento) covering the years 2006-2010 and alleging that additional taxes, penalties and interest totaling €200 million are due. Under Italian law, the Company had 60 days in which to appeal the tax assessment notice.  On February 26, 2016 the Company submitted a Voluntary Settlement Request, which entitles the Company to an automatic 90 day extension. The extension will allow the Tax Agency to re-examine the preliminary conclusions of the Tax Police.  At the end of the 90 day extension period, if the parties do not reach a settlement the Company retains its right to appeal the tax assessment before the first degree Tax Court.  On April 12, 2016, IGT PLC received a Tax Audit Report from the Tax Police, covering years 2011 to 2014. Based on this report, the additional taxes, penalties and interest associated with the transfer price challenge could be estimated to be approximately totaling €275.0 million for those years. Furthermore, this report contains two additional claims regarding (i) the alleged improper deduction of €140.0 million in Value Added Tax and (ii) under-reported taxable income pursuant to Italy’s controlled foreign corporation regime with specific reference to the Company’s fully controlled subsidiary incorporated in Cyprus. Such Tax Audit Report was delivered to the Public Prosecutor and the Italian Tax Agency for their independent evaluation.  The process outlined above will also be followed for this Tax Audit Report.

IGT PLC believes that the actions of the Company and the relevant managers were appropriate and complied with all applicable tax and other laws and that the allegations underlying the investigation are without merit.

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In the Matter of International Game Technology

As previously disclosed in International Game Technology’s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2015, the Company received a request from the SEC to supply certain information relating to its internal pricing practices for internally refurbished spare parts from electronic gaming machines. The SEC has since communicated to the Company that it is not further pursuing its inquiry into these internal pricing practices. However, the SEC continues to investigate an alleged whistleblower retaliation claim under the Securities Exchange Act of 1934, as amended, that was made by the same former employee of the Company who reported the alleged improper internal pricing practices to the SEC. On February 3, 2016, the Company received a Wells Notice from the staff of the SEC solely relating to its investigation of this alleged whistleblower retaliation claim, and not to the Company’s internal pricing practices. The Company has responded to the Wells Notice and continues to cooperate with the SEC to seek resolution of this matter.

Brazil ICMS Tax

As previously reported, in July 2005, the State of São Paulo challenged the Company’s subsidiary, GTECH Brazil, for classifying the remittances of printing ribbons, rolls of paper and wagering slips (“Consumables”) to lottery outlets in Brazil as subject to ISS tax (service tax) and not ICMS tax (Brazilian VAT). The tax authorities argue that Consumable shipments should have been subject to the higher ICMS tax as opposed to the lower rate ISS tax that GTECH Brazil paid. The tax authorities argue that in order for printed matter to be considered non-taxable it has to be “personalized.” To be considered personalized, the Consumables must be intended for the exclusive use of the party ordering such Consumables. The São Paulo tax authorities also argue that had Consumables been exempt from the ICMS tax, they would have been sold separately to CAIXA and not supplied by GTECH Brazil as necessary to enable the services rendered at the time. GTECH Brazil filed its defense against the Tax Assessment Notice, which defense was dismissed. GTECH Brazil filed an Ordinary Appeal and a Special Appeal to the Court of Taxes and Fees, both of which were not granted. The State Treasury of São Paulo has filed a tax foreclosure to collect the tax obligation amounting to 22,910,722 Brazilian Reals (approximately $5.8 million at exchange rates in effect as of December 31, 2015) plus statutory interest, penalties and fees of approximately 108.7 million Brazilian Reals for a total obligation of approximately 131.6 million Brazilian Reals (approximately $33.2 million at exchange rates in effect as of December 31, 2015). GTECH presented a draft bank letter guarantee in the tax foreclosure to cover tax debt under charge in full but the court did not rule whether it was sufficient. GTECH Brazil is now discussing the legality of this tax levy in another lawsuit, arguing that no ICMS is due in this case because there were no separate sales of Consumables, but instead, the Consumables merely enabled services to be rendered. Therefore, only services were remunerated by GTECH Brazil’s customer and the Consumables were supplied by GTECH Brazil for no separate or additional consideration. Accordingly, only the ISS tax on service revenue was due. Currently, the tax authorities and GTECH Brazil are presenting evidence to the court. GTECH Brazil has been advised by Brazilian counsel that these proceedings are likely to take several years. We dispute the tax authority’s position and will continue to defend this assessment vigorously.

High 5 Games

High 5 Games, LLC (“H5G”) filed suit against the Company in March 2015 alleging breaches of a 2012 Confidential Game Development and License Agreement (the “2012 Agreement”) and related trademark infringement and state law claims. H5G’s primary allegations were that the Company’s subsidiary, IGT, had made impermissible use of intellectual property created by H5G and had failed to pay royalties owed H5G. On March 11, 2015, IGT filed suit against H5G in a separate action alleging breaches of the 2012 Agreement by H5G and related trademark and state law claims. Among other allegations, IGT claimed that H5G had misused IGT’s intellectual property and failed to pay appropriate royalties to IGT. On June 8, 2015 the Court dismissed IGT’s

F-66

separate action with leave to refile IGT’s claims as counterclaims in the case brought by H5G, which IGT ultimately did on October 22, 2015. Shortly thereafter the parties engaged in renewed settlement negotiations which led to the settlement of all outstanding issues between IGT and H5G.

Texas Fun 5’s Instant Ticket Game

Three lawsuits have been filed in Texas against the Company’s subsidiary IGT Global Solutions Corporation (f/k/a GTECH Corporation) (“IGT Global”) arising out the Fun 5’s instant ticket game sold by the Texas Lottery Commission (“TLC”) from September 1, 2014 until October 21, 2014. Plaintiffs in each case allege the instruction on each ticket 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, the TLC and the system interpreted a 5x win only when (1) the “Money Bag” symbol was revealed and (2) three symbols in a pattern were revealed. The three actions include: (a) Steele, et al. v. GTECH Corporation. On December 9, 2014, 518 individuals sued IGT Global in Travis County District Court, TX (No. D-1-GN-14-005114). Through intervenor actions, this group currently comprises nearly 1,000 individuals claiming damages in excess of $500M. On January 27, 2015, IGT Global filed its plea to the jurisdiction, special exceptions, motion to dismiss, and answer. On April 7, 2015, plaintiffs substantially amended their petition to include the following causes of action: common law fraud, fraud by non-disclosure, aiding and abetting fraud, tortious interference with existing contract, and tortious interference with expectancy. IGT Global filed an amended plea to the jurisdiction, answer, and a motion to dismiss. IGT Global’s amended plea to the jurisdiction was denied. Trial is scheduled for February 2017. (b) Nettles v. GTECH Corporation. On January 7, 2015, plaintiff Dawn Nettles sued IGT Global in Dallas Country District Court, TX (No. DC-14-14838), claiming damages in excess of $4M. On February 2, 2015, IGT Global filed its plea to the jurisdiction, special exceptions, motion to dismiss, and answer. On April 17, 2015, plaintiff substantially amended her petition to include the following causes of action: common law fraud, fraud by non-disclosure, aiding and abetting fraud, tortious interference with existing contract, and tortious interference with expectancy. Plaintiff again amended her pleading on August 14, 2015 and added the TLC as a defendant, as well as a request for declaratory judgment. The TLC filed its answer on October 2, 2015. IGT Global filed an amended plea to the jurisdiction, amended answer, and a motion to dismiss. IGT Global and the TLC won pleas to the jurisdiction. However, plaintiff appealed both court orders on December 30, 2015. (c) McDonald v. GTECH Corporation. On January 16, 2015, plaintiff Vanessa McDonald sued IGT Global in El Paso County District Court, TX (No. 2014-DCV-4113), claiming damages in excess of $500,000. Plaintiff’s causes of action include negligence, breach of fiduciary duty, and Deceptive Trade Practices Act. On February 2, 2015, IGT Global filed its plea to the jurisdiction, special exceptions, motion to dismiss, and answer. Discovery is ongoing and trial is scheduled for January 2017. We dispute the claims made in each of these cases and intend to continue to defend these lawsuits vigorously.

Disposition of Previously Disclosed Matters

Set forth below are legal proceedings that were previously disclosed and for which a disposition occurred during 2015 or in 2016 through April 21, 2016.

Oregon State Lottery

On December 31, 2014 a representative (the “Representative”) of a purported class of persons alleged to have been financially harmed by relying on the auto hold feature of various manufacturers’ video poker machines played in Oregon, filed suit against the Oregon State Lottery and various manufacturers, including IGT. The matter was filed in the Circuit Court for the State of Oregon, County of Multnomah and is captioned Justin Curzi, On Behalf of Himself and All Other Similarly Situated Individuals v. Oregon State Lottery, IGT (Inc.), GTECH USA, LLC, and WMS Gaming Inc. (case number 14CV20598). The suit alleged the auto hold feature of video poker games is perceived by players as providing the best possible playing strategy that will maximize the odds of the player winning, when such auto hold feature does not maximize the players’ odds of winning. In May 2015, the court granted the Company’s motion to dismiss the case. In March 2016, the Representative filed its appeal with the Court of Appeals for the State of Oregon.

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Bally Gaming, Inc.

On December 19, 2014, IGT was sued by Bally Gaming, Inc. in the District Court of Clark County, Nevada, captioned Bally Gaming, Inc. v. International Game Technology and IGT, Case No. A-14-711384-B. The suit related to a contract between the parties under which IGT granted a license to Bally for TITO technology. Bally alleged that the contract granted a license to entities that became related to Bally after the contract was executed. The parties entered into a settlement agreement in March 2016 settling all outstanding issues related to this matter.

Shareholder Class Actions Relating to Mergers

Subsequent to the announcement of the Company’s entry into a merger agreement with International Game Technology, various putative shareholder class action complaints were filed by purported shareholders of International Game Technology. The complaints purported to be brought on behalf of all similarly situated shareholders of International Game Technology and generally allege that the members of the board of directors breached their fiduciary duties to International Game Technology shareholders by approving the proposed merger transaction for inadequate consideration, entering into a merger agreement containing preclusive deal protection devices and failing to take steps to maximize the value to be paid to International Game Technology shareholders. The complaints also alleged claims against the Company and International Game Technology for aiding and abetting these alleged breaches of fiduciary duties. In July 2015, the court approved the settlement of all outstanding issues among the parties.

Global Draw

On September 17, 2013, Global Draw Limited commenced proceedings in London against one of the Company’s subsidiaries, IGT-UK Group Limited, captioned 2013 High Court of Justice (Commercial Court) in London, England, Case No. 2013, Folio 1246. Global Draw’s claims arise out of a Sale and Purchase Agreement dated April 26, 2011 (SPA) pursuant to which Global Draw purchased from IGT-UK all of the outstanding shares of Barcrest Limited. Global Draw seeks claims against IGT-UK under the terms of indemnities and warranties contained in the SPA and against IGT under the terms of a guarantee given by IGT in respect of the liabilities of IGT-UK under the SPA. The parties entered into a settlement agreement in May 2015 settling all outstanding issues related to this matter.

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18.Shareholders’ Equity

Shares Authorized and Outstanding

The Board of Directors is authorized to issue shares of any class in the capital of the Company. The authorized capital stock of IGT PLC consists of 1.85 billion shares of common stock with a $0.10 per share par value.

Shares of common stock outstanding were as follows:

	December 31,
	2015		2014		2013
Balance at beginning of year	172,792,526		173,992,168		172,454,507
Shares issued upon acquisition of IGT	45,322,614		—		—
GTECH rescission shares	(19,734,245	)	—		—
Shares issued upon exercise of stock options	744,374		304,619		1,198,191
Shares issued under restricted stock award plans	1,118,970		679,242		339,470
Treasury stock purchases	—		(2,183,503	)	—
Balance at end of year	200,244,239		172,792,526		173,992,168

In connection with the Holdco Merger, GTECH shareholders received one newly issued common share in IGT PLC (having a par value of $0.10 per share) for each common share held in GTECH (having a par value of €1.00 per share).

Shares Issued Upon Acquisition of IGT

As described in Notes 1 and 3, the acquisition of IGT was completed on April 7, 2015. Upon the acquisition, IGT shareholders received 45,322,614 IGT PLC common shares in accordance with the terms of the transaction.

GTECH Rescission Shares

GTECH shareholders who did not vote in favor of the Holdco Merger were entitled to exercise a cash exit right equal to €19.174 per share. GTECH shareholders exercised the cash exit right on 19,796,852 GTECH shares, of which 62,607 were subsequently purchased by other GTECH shareholders, resulting in 19,734,245 net shares repurchased upon the Holdco Merger. The Company paid $407.8 million to shareholders.

Treasury Stock Purchases

From time to time, the Board of Directors authorizes the Company to repurchase IGT PLC common stock. In 2014, the Company repurchased common shares under programs authorized in June 2014 (the “June Program”) and October 2014 (the “October Program”) as detailed below:

	Maximum
	Shares		Purchase
	Authorized	Shares	Price
	for Purchase	Acquired	($ thousands)
June Program	1,782,426	1,782,426	43,380
October Program	16,676,505	401,077	9,780
	18,458,931	2,183,503	53,160

The June Program was authorized to fulfill outstanding stock-based compensation plans and the October Program was authorized to ensure the regular trading of the Company’s shares in the event that unusual movements occurred due to excess volatility or lack of liquidity from the then-pending acquisition of IGT. The June Program expired in July 2014 and the October Program expired upon the Mergers. Treasury shares were subsequently cancelled upon completion of the Mergers.

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Dividends

The Company declared cash dividends per share during the periods presented as follows:

	$	€
2015:
Third Quarter	0.20	—
Fourth Quarter	0.20	—
Total cash dividends declared	0.40	—
2014:
Second Quarter	1.04	0.75
Fourth Quarter	0.93	0.75
Total cash dividends declared	1.97	1.50
2013:
Second Quarter	0.95	0.73
Total cash dividends declared	0.95	0.73

Dividends declared in euro in 2014 and 2013 were translated into U.S. dollars at the exchange rates in effect on the dates the dividends were declared.

Future dividends are subject to Board of Director approval.

The terms of the Company’s RCF Senior Facilities Agreement restrict the payment of dividends and repurchases of IGT PLC common stock to an aggregate amount of $400 million or $300 million in each calendar year, depending on the Company’s debt ratings.

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19.Non-Controlling Interests

Non-controlling interests’ share of equity in the accompanying consolidated balance sheets was $348.5 million and $377.9 million at December 31, 2015 and 2014, respectively. At December 31, 2015 the Company’s material non-controlling interests were as follows:

Name of subsidiary	% Ownership
Lotterie Nazionali S.r.l.	64.00%
Northstar New Jersey Lottery Group, LLC	82.31%

Lotterie Nazionali S.r.l. (“LN”) is a majority-owned subsidiary that holds an instant ticket concession license in Italy.

Northstar New Jersey Lottery Group, LLC (“Northstar NJ”), is a consolidated joint venture which is party to an Agreement with the State of New Jersey, Department of the Treasury, Division of Purchase and Property and Division of Lottery (the “Division of Lottery”) whereby Northstar NJ manages a wide range of the Division of Lottery’s marketing, sales, and related functions.

20.Segment Information

The structure of the Company’s internal organization is customer-facing aligned around four business units operating in three regions which represent the Company’s reportable segments as follows:

·North America Gaming and Interactive

·North America Lottery

·International

·Italy

Each of these segments operate and provide a full range of gaming services including lottery management services, online and instant lotteries, sports betting, machine gaming and interactive gaming.

The Company monitors the operating results of its operating 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.

Purchase accounting principally represents the depreciation and amortization of acquired tangible and intangible assets in connection with acquired companies, principally including the August 2006 acquisition of IGT Global Solutions Corporation and the April 2015 acquisition of IGT.

Corporate support expenses, which are not allocated to the segments, are principally comprised of selling, general and administrative expenses and other expenses that are managed at the corporate level, including restructuring, transaction, corporate headquarters and board of directors’ expenses.

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Segment information is as follows ($ thousands):

	North
	America		North
	Gaming and		America						Segment		Corporate		Purchase
2015	Interactive		Lottery		International		Italy		Total		Support		Accounting		Total
Service revenue	780,189		992,684		512,004		1,702,174		3,987,051		—		(9,358	)	3,977,693
Product sales	321,618		52,986		341,070		1,872		717,546				(6,183	)	711,363
Total revenue	1,101,807		1,045,670		853,074		1,704,046		4,704,597		—		(15,541	)	4,689,056
Operating income (loss)	294,256		182,615		164,949		554,937		1,196,757		(292,371	)	(364,430	)	539,956
Depreciation	70,428		154,429		43,352		80,145		348,354		12,847		8,363		369,564
Amortization	8,490		264		1,435		66,120		76,309		266		333,689		410,264
Expenditures for long-lived assets	(82,834	)	(107,854	)	(93,666	)	(22,422	)	(306,776	)	(11,618	)	—		(318,394	)
Long-lived assets (at year end)	403,482		616,760		236,043		220,910		1,477,195		—		—		1,477,195
Total assets (at year end)	6,077,680		2,476,112		2,950,807		2,855,797		14,360,396		754,296		—		15,114,692

	North
	America		North
	Gaming and		America						Segment		Corporate		Purchase
2014	Interactive		Lottery		International		Italy		Total		Support		Accounting		Total
Service revenue	45,575		865,023		473,653		2,104,996		3,489,247		—		722		3,489,969
Product sales	86,926		75,074		156,976		3,366		322,342		—		—		322,342
Total revenue	132,501		940,097		630,629		2,108,362		3,811,589		—		722		3,812,311
Operating income (loss)	1,054		74,293		156,295		711,881		943,523		(150,268	)	(78,204	)	715,051
Depreciation	24,915		151,421		38,631		97,778		312,745		4,306		6,678		323,729
Amortization	802		263		396		74,844		76,305		269		72,249		148,823
Expenditures for long-lived assets	(25,454	)	(111,325	)	(43,716	)	(78,858	)	(259,353	)	(3,489	)	—		(262,842	)
Long-lived assets (at year end)	84,424		646,631		184,553		294,360		1,209,968		—		—		1,209,968
Total assets (at year end)	374,806		2,343,289		1,868,190		3,367,591		7,953,876		481,421		—		8,435,297

	North
	America		North
	Gaming and		America						Segment		Corporate		Purchase
2013	Interactive		Lottery		International		Italy		Total		Support		Accounting		Total
Service revenue	37,425		826,936		481,176		2,114,257		3,459,794		—		722		3,460,516
Product sales	154,717		55,606		155,021		3,774		369,118		—		—		369,118
Total revenue	192,142		882,542		636,197		2,118,031		3,828,912		—		722		3,829,634
Operating income (loss)	(11,154	)	82,727		140,844		647,812		860,229		(98,138	)	(78,115	)	683,976
Depreciation	21,167		154,616		41,103		100,529		317,415		4,243		9,873		331,531
Amortization	275		66		—		68,089		68,430		269		65,450		134,149
Expenditures for long-lived assets	(18,920	)	(97,978	)	(44,290	)	(95,788	)	(256,976	)	(1,485	)	—		(258,461	)

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Geographical Information

Revenue from external customers, which is based on the geographical location of the Company’s customers, is as follows:

	December 31,
($ thousands)	2015	2014	2013
United States	2,030,251	1,024,917	916,307
Italy	1,712,583	2,119,303	2,138,524
United Kingdom	93,839	93,366	88,196
All other	852,383	574,725	686,607
Total	4,689,056	3,812,311	3,829,634

No customer represents 10% or more of consolidated revenue in 2015, 2014 or 2013.

Long-lived assets are composed of the following:

·Systems, equipment and other assets relating to contracts

·Property, plant and equipment

Long-lived assets based on the geographical location of the assets are as follows:

	December 31,
($ thousands)	2015	2014
United States	976,439	726,126
Italy	202,971	276,572
United Kingdom	46,658	40,187
All other	251,127	167,083
Total	1,477,195	1,209,968

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21.  Depreciation Expense

	For the year ended December 31,
($ thousands)	2015	2014	2013
Systems, equipment and other assets related to contracts, net	329,218	305,881	313,911
Property, plant and equipment, net	40,346	17,848	17,620
	369,564	323,729	331,531

22.  Transaction Expense, net

	For the year ended December 31,
($ thousands)	2015	2014		2013
IGT acquisition costs	49,396	43,972		—
Gain on sale of ticketing business	—	(8,636	)	—
	49,396	35,336		—

The Company incurred $49.4 million and $44.0 million of professional fees and expenses related to the April 2015 acquisition of IGT in 2015 and 2014, respectively.

In July 2014, the Company sold its sports and events ticketing business to the international operator TicketOne, CTS Eventim Group for $18.6 million (€13.9 million) and recorded a gain on the sale of $8.6 million (€5.7 million).

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23. Accumulated Other Comprehensive Income

The following table details the changes in accumulated other comprehensive income (loss) (AOCI):

			Unrealized Gain (Loss) on:										Less: OCI		Total
	Foreign		Cash		Hedge of		Available		Defined		Share of		attributable to		AOCI
	Currency		Flow		Net		for Sale		Benefit		OCI of		non-controlling		attributable to
	Translation		Hedges		Investment		Securities		Plans		Associate		interest		IGT PLC
Balance as of December 31, 2012	158,791		697		(5,892	)	220		(1,628	)	—		1,361		153,549
OCI before reclassifications	(52,331	)	(1,780	)	494		3,913		(1,725	)	—		229		(51,200	)
Amounts reclassified from AOCI	—		(1,011	)	—		—		—		—		—		(1,011	)
Tax effect	6,902		764		(161	)	(1,144	)	582		—		—		6,943
OCI	(45,429	)	(2,027	)	333		2,769		(1,143	)	—		229		(45,268	)
Balance as of December 31, 2013	113,362		(1,330	)	(5,559	)	2,989		(2,771	)	—		1,590		108,281
OCI before reclassifications	62,514		4,059		1,861		2,845		(2,055	)	(748	)	(905	)	67,571
Amounts reclassified from AOCI	—		(640	)	—		—		—		—		—		(640	)
Tax effect	(17,745	)	(1,118	)	(801	)	(815	)	470		—		—		(20,009	)
OCI	44,769		2,301		1,060		2,030		(1,585	)	(748	)	(905	)	46,922
Balance as of December 31, 2014	158,131		971		(4,499	)	5,019		(4,356	)	(748	)	685		155,203
OCI before reclassifications	60,079		(594	)	—		(3,046	)	395		—		304		57,138
Amounts reclassified from AOCI	—		(244	)	—		—		—		—		—		(244	)
Tax effect	(14,024	)	254		(64	)	(3,259	)	(166	)	—		—		(17,259	)
OCI	46,055		(584	)	(64	)	(6,305	)	229		—		304		39,635
Balance as of December 31, 2015	204,186		387		(4,563	)	(1,286	)	(4,127	)	(748	)	989		194,838

For the years ended December 31, 2015, 2014 and 2013, $0.2 million, $0.6 million, and $1.0 million, respectively, were reclassified from AOCI into service revenue in the consolidated statements of operations.

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24.Stock-Based Compensation

Incentive Awards

Stock-based incentive awards are provided to directors and employees under the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”) as administered by the Board of Directors. Awards available under the Plan principally include stock options, performance share units, restricted share units or any combination thereof. The maximum number of shares that may be granted under the Plan is 11.5 million shares. To the extent that any award is forfeited, expires, lapses, or is settled for cash, the award is available for reissue under the Plan. The Company utilizes authorized and unissued shares to satisfy all shares issued under the Plan.

Prior to 2015, stock options and performance share units were provided to employees under the terms of annual performance based plans (the “Old Plans”) as approved by the Board of Directors. There are 0.2 million shares available for issuance under the Old Plans. No shares were issued under the Old Plans in 2015 and shares are not expected to be issued under the Old Plans in the future.

Stock Options

Stock options are awards that allow the employee to purchase shares of the Company’s 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 2015, stock options were granted solely to the Company’s Chief Executive Officer, vest in approximately 2 years from the date of grant subject to certain performance and other criteria, and have a contractual term of approximately seven years.

Stock Awards

Stock awards are principally made in the form of performance share units (PSUs) and restricted stock 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. PSUs have a contractual term of 10 years and typically vest 50% over an approximate one-year period and 50% over an approximate two-year period. Dividend equivalents are not paid under the Plan. The fair value of each PSU is determined on the grant 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 and employees 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.

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Stock Option Activity

A summary of the Company’s stock option activity and related information is as follows:

			Weighted Average
			Exercise	Remaining
			Price	Contractual	Aggregate
	Stock		Per	Term	Intrinsic Value
	Options		Share	(in years)	($ thousands)
Outstanding at January 1, 2015	7,012,341		18.11
Granted	250,000		15.53
Forfeited	(911,028	)	19.18
Exercised	(744,374	)	14.49
Expired	(13,836	)	15.29
Outstanding at December 31, 2015	5,593,103		18.31	3.10
At December 31, 2015:
Vested and expected to vest	4,832,561		17.89	2.99	(8,241	)
Exercisable	2,252,804		15.04	1.70	2,576

The total intrinsic value of stock options exercised was $3.3 million, $2.8 million and $11.8 million in 2015, 2014 and 2013, respectively.

Fair Value of Stock Options Granted

The Company estimates 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 2015, 2014 and 2013 was $2.31, $3.08 and $4.64 per share, respectively.

	2015	2014	2013
Valuation model	Monte Carlo	Binomial	Binomial
Exercise price ($)	15.53	25.03	26.59
Expected option term (in years)	2.38	4.49	4.54
Expected volatility of the Company’s stock (%)	35.00	27.72	28.09
Risk-free interest rate (%)	1.06	0.25	0.58
Dividend yield (%)	5.15	3.63	4.27

The expected volatility assumes the historical volatility is indicative of future trends, which may not be the actual outcome. The expected life of the stock option 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 the original estimates of fair value made by the Company.

F-77

Stock Award Activity

A summary of the Company’s stock award activity and related information is as follows:

			Weighted			Weighted
			Average			Average
			Grant Date			Grant Date
	PSUs		Fair Value	RSUs		Fair Value
Nonvested at January 1, 2015	2,265,375		22.39	—		—
Granted	2,204,963		7.58	1,538,583		19.52
Vested	(768,037	)	17.90	(530,880	)	19.57
Forfeited	(402,907	)	22.73	(107,661	)	19.57
Nonvested at December 31, 2015	3,299,394		13.50	900,042		19.49
At December 31, 2015:
Unrecognized cost for nonvested awards ($ thousands)	20,053			3,917
Weighted average future recognition period (in years)	1.58			0.40

The total vest-date fair value of PSUs vested was $13.4 million, $11.7 million and $16.3 million in 2015, 2014 and 2013, respectively. The total vest-date fair value of RSUs vested was $8.4 million for 2015. No RSU’s vested in 2014 and 2013.

Fair Value of Stock Awards Granted

During 2015, the Company estimated the fair value of PSUs at the date of grant using a Monte Carlo simulation valuation model, as the award includes a market condition. During 2014 and 2013, the Company estimated the fair value of PSUs at the date of grant using the average share price during the employee grant acceptance period.

During 2015, the Company estimated the fair value of RSUs at the date of grant based on the Company’s stock price adjusted for the exclusion of dividend equivalents. Details of the grants are as follows:

	2015	2014	2013
PSUs granted during the year	2,204,963	426,625	618,005
Weighted average grant date fair value	7.58	23.31	28.52
RSUs granted during the year	1,538,583	—	—
Weighted average grant date fair value	19.52	—	—

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Modifications

2015

During the first quarter of 2015, the Company modified the expiration date of outstanding stock options granted in July 2009 from April 8, 2015 to June 30, 2015. The modification affected 58 employees but did not result in any incremental compensation cost.

During the fourth quarter of 2015, the Company modified the performance conditions of outstanding stock options and PSUs granted in July 2013 and 2014, as the original vesting conditions were not expected to be satisfied. The modification affected 223 employees and resulted in $14.6 million of incremental compensation cost.

2014

During the second quarter of 2014, the Company modified the performance conditions of outstanding stock options and PSUs granted in July 2012 and 2013, as the original vesting conditions were not expected to be satisfied. The modification affected 221 employees and resulted in $26.0 million of incremental compensation cost.

Stock-Based Compensation Expense

Total compensation cost for the Company’s stock-based compensation plans is recorded based on the employees’ respective functions as detailed below.

	For the year ended December 31,
($ thousands)	2015	2014	2013
Cost of services	602	970	762
Cost of sales	675	60	48
Selling, general and administrative	15,700	12,127	9,993
Research and development	4,223	666	498
	21,200	13,823	11,301
Transaction expense, net	14,867	—	—
Share-based compensation expense before income taxes	36,067	13,823	11,301
Income tax benefit	15,349	4,711	4,122
Total share-based compensation, net of tax	20,718	9,112	7,179

Compensation cost recorded in transaction expense, net, relates to the acceleration of unvested RSUs upon termination of employment following the Subsidiary Merger.

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25.Other Expense

	For the year ended December 31,
($ thousands)	2015		2014		2013
Tender premium	(73,376	)	—		—
Unamortized debt issuance cost	(4,295	)	—		—
Fees	(2,040	)	—		—
Capital Securities	(79,711	)	—		—
Unamortized debt issuance cost	(34,526	)	(17,023	)	—
Fees	(3,640	)	—		—
Bridge Facility	(38,166	)	(17,023	)	—
Tender premium	—		(88,628	)	—
Unamortized debt issuance cost	—		(3,182	)	—
Swap gain	—		10,103		—
Notes due 2016	—		(81,707	)	—
Unamortized debt issuance cost - Term loan facility and Revolver B	—		(3,542	)	—
Debt modification - Notes due 2018 and 2020	—		(3,931	)	—
Total debt related	(117,877	)	(106,203	)	—
Other	(11,564	)	(12,926	)	(14,972	)
	(129,441	)	(119,129	)	(14,972	)

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26. Earnings Per Share

The following table presents the computation of basic and diluted earnings per share of common stock.

	For the year ended December 31,
($ thousands, except per share amounts)	2015		2014	2013
Numerator:
Net (loss) income attributable to IGT PLC	(75,574	)	86,162	201,605
Denominator:
Weighted average shares, basic	192,398		173,792	173,315
Incremental shares under stock based compensation plans	—		698	329
Weighted average shares, diluted	192,398		174,490	173,644
Basic earnings (loss) per share attributable to IGT PLC	(0.39	)	0.50	1.16
Diluted earnings (loss) per share attributable to IGT PLC	(0.39	)	0.49	1.16

Stock options to purchase 1.1 million common shares in 2015 and 0.5 million common shares in 2013 were outstanding, but were not included in 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. In addition, 1.5 million outstanding stock options and unvested restricted stock awards were excluded from the computation of diluted earnings per share in 2015 because including them would have had an antidilutive effect due to the net loss position of the Company. There were no stock options outstanding in 2014 that were considered antidilutive and not included in the diluted earnings per share calculation.

F-81

27.Related Party Transactions

Amounts receivable from and payable to related parties are as follows:

	December 31,
($ thousands)	2015	2014
Tax related receivables	1,286	47,405
Trade receivables	8	91
De Agostini Group	1,294	47,496
Trade receivables	17,347	30,650
Autogrill S.p.A.	17,347	30,650
Trade receivables	2,086	205
OPAP S.A.	2,086	205
Trade receivables	—	84
Ringmaster S.r.l.	—	84
Total related party receivables	20,727	78,435
Tax related payables	35,627	148,609
Trade payables	3,354	3,260
De Agostini Group	38,981	151,869
Trade payables	846	989
Autogrill S.p.A.	846	989
Trade payables	524	1,509
Ringmaster S.r.l.	524	1,509
Total related party payables	40,351	154,367

Tax related receivables and payables arise from the tax consolidation performed at the De Agostini Group level.

F-82

The following table sets forth transactions with related parties:

	For the year ended December 31,
($ thousands)	2015	2014	2013
Service revenue and product sales
Autogrill S.p.A.	6,060	7,834	7,474
OPAP S.A.	4,036	3,153	—
Ringmaster S.r.l.	239	535	329
De Agostini Group	21	380	94
	10,356	11,902	7,897
Operating costs
Ringmaster S.r.l.	12,651	14,808	9,064
Assicurazioni Generali S.p.A.	3,003	3,641	3,390
De Agostini Group	569	1,266	7,324
	16,223	19,715	19,778

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 our technologies. We may purchase from or make sales to these organizations. We believe that the terms of each of these arrangements were fair and not less favorable to us than could have been obtained from unaffiliated parties.

De Agostini Group

The Company is majority owned by De Agostini S.p.A. Amounts receivable from De Agostini S.p.A. and subsidiaries of De Agostini S.p.A. (“De Agostini Group”) are non-interest bearing.

On May 8, 2013, the Company entered into a framework agreement with De Agostini S.p.A. pursuant to which De Agostini S.p.A. may make short-term loans to the Company and the Company may deposit cash with De Agostini S.p.A. on a short-term basis. The framework agreement provided that any such transactions would be in compliance with existing third party loan covenants and concluded on an arm’s- length basis. The framework agreement was terminated on March 18, 2015, and no transactions were executed under the framework agreement.

F-83

Autogrill S.p.A.

IGT PLC board member Gianmario Tondato da Rous is Chief Executive Officer and a director of Autogrill S.p.A. (“Autogrill”), a global operator of food and beverage services for travelers. Under concessions signed with operators of airports, motorways and railway stations in Italy, Autogrill is also a seller of scratch and win (“S&W”) and lottery tickets. The Company is the sole licensee for the S&W and lottery concessions in Italy through its subsidiary Lotterie Nazionali S.r.l.

Ringmaster S.r.l.

The Company has a 50% interest in Ringmaster S.r.l., an Italian joint venture, which is accounted for using the equity method of accounting. Ringmaster S.r.l. provides software development services for the Company’s interactive gaming business pursuant to an agreement dated December 7, 2011.

Assicurazioni Generali S.p.A.

Assicurazioni Generali S.p.A. (“Generali”) is a related party of the Company as the Vice-Chairman of the Company’s board also serves on Generali’s board of directors. In 2012, the Company entered into a lease agreement to lease the Company’s headquarters facility in Rome, Italy from a wholly-owned subsidiary of Generali.

Yeonama Holdings Co. Limited and OPAP S.A.

The Company has a 30% interest in Yeonama Holdings Co. Limited (“Yeonama”), which is accounted for at fair value. Yeonama is a shareholder in Emma Delta Limited, the fund that holds a 33% interest in OPAP S.A. (“OPAP”), the Greek gaming and football betting operator. Marco Sala, IGT PLC Chief Executive Officer and board member, is a member of the board of directors of OPAP. GTECH UK Interactive Limited (“GTECH UK”), a subsidiary of the Company, provide sports betting and player account management systems to OPAP S.A. The Company is also a technology provider of VLT central systems to OPAP S.A.

CLS-GTECH Company Limited

The Company has a 50% interest in CLS-GTECH Company Limited (“CLS-GTECH”), which is accounted for using the equity method of accounting. CLS-GTECH is a joint venture that was formed to provide a nationwide KENO system for Welfare lotteries throughout China.

Connect Ventures One LP

Since 2011, the Company has held an investment in Connect Ventures One LP, a venture capital fund which targets ‘‘early stage’’ investment operations, with the legal status of limited partnership under English law. The fund is considered a related party because at least one key figure in the fund’s management is related to a number of leading representatives of De Agostini S.p.A., as well as directors of the Company.

The Company’s investment in Connect Ventures One LP was $4.7 million and $3.6 million at December 31, 2015 and December 31, 2014, respectively. The Company accounts for this investment as an available for sale investment.

Connect Ventures Two LP

On November 24, 2015, the Company invested $0.5 million in Connect Ventures Two LP. The fund is considered a related party because at least one key figure in the fund’s management is related to a number of leading representatives of De Agostini S.p.A., as well as directors of the Company.

The Company accounts for its investment in Connect Ventures Two LP as an available for sale investment.

Willis Towers Watson

IGT PLC board member James McCann is a member of the board of directors of Willis Towers Watson (previously Willis Group Holdings PLC) (“Willis Towers”), a global firm with offerings from insurance and reinsurance to retirement planning and health-care consulting. IGT PLC board member Sir Jeremy Hanley is a member of the board of directors of Willis Ltd., a subsidiary of Willis Towers. The Company obtains insurance coverage, including director and officer insurance, through subsidiaries of Willis Towers. The Company paid subsidiaries of Willis Towers $5.0 million, $3.3 million and $3.2 million in 2015, 2014 and 2013, respectively.

Employment Arrangement

Enrico Drago, the son of IGT PLC board member Marco Drago, is a board member and Chief Executive Officer of the Company’s wholly owned subsidiary Lottomatica S.p.A.

28.  Supplemental Cash Flow Information

Non-cash investing and financing activities are excluded from the consolidated statement of cash flows and are summarized as follows:

	For the year ended December 31,
($ thousands)	2015		2014		2013
Equity consideration related to IGT acquisition	(928,884	)	—		—
Capital expenditures	(32,879	)	(17,512	)	(47,663	)
Non-cash investing activities, net	(961,763	)	(17,512	)	(47,663	)
Dividends declared	—		(156,922	)	—
Note consent fees	—		(34,756	)	—
Capital increase - non-controlling interest	—		14,731		4,143
Non-cash financing activities, net	—		(176,947	)	4,143

29. Subsequent Events

On March 31, 2016, IGT PLC redeemed the Capital Securities in full at par.

F-84

Schedule II

Valuation and Qualifying Accounts
 For the years ended December 31, 2015, 2014 and 2013

($ thousands)	Balance at beginning of period	Amounts charged (credited) to expense		Deductions from allowance		Balance at end of period
Allowance for doubtful accounts
Year ended December 31, 2015	91,819	10,021		(25,703	)	76,137
Year ended December 31, 2014	99,657	6,472		(14,310	)	91,819
Year ended December 31, 2013	93,638	20,237		(14,218	)	99,657
Allowance for liquidated damages
Year ended December 31, 2015	6,317	13,518		(10,224	)	9,611
Year ended December 31, 2014	7,583	5,247		(6,513	)	6,317
Year ended December 31, 2013	12,477	7,102		(11,996	)	7,583
Inventory reserves
Year ended December 31, 2015	9,895	23,502		(6,353	)	27,044
Year ended December 31, 2014	9,804	617		(526	)	9,895
Year ended December 31, 2013	10,175	1,700		(2,071	)	9,804
Valuation allowance for deferred tax assets
Year ended December 31, 2015	77,631	62,032		—		139,663
Year ended December 31, 2014	86,742	(9,111	)	—		77,631
Year ended December 31, 2013	83,542	3,200		—		86,742

F-85

EX-2.3

Exhibit 2.3

	CLIFFORD CHANCE STUDIO LEGALE IN ASSOCIAZIONE CON CLIFFORD CHANCE
CONFORMED COPY (including Second Amendment Request dated 29 October 2015)

GTECH S.P.A.

AS PARENT

GTECH CORPORATION

GTECH S.P.A.

AS BORROWERS

J.P. MORGAN LIMITED

MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.P.A.

AS GLOBAL COORDINATORS, BOOKRUNNERS AND MANDATED LEAD ARRANGERS

THE ENTITIES LISTED IN PART III OF SCHEDULE 1

AS BOOKRUNNERS AND MANDATED LEAD ARRANGERS

THE ENTITIES LISTED IN PART IV OF SCHEDULE 1

AS MANDATED LEAD ARRANGERS

THE ENTITIES LISTED IN PART V OF SCHEDULE 1

AS ARRANGERS

THE ROYAL BANK OF SCOTLAND PLC

AS AGENT

KEYBANK NATIONAL ASSOCIATION

AS SWINGLINE AGENT

AND

OTHERS

US$1,800,000,000 AND €1,050,000,000
MULTICURRENCY REVOLVING
CREDIT FACILITIES FOR GTECH
CORPORATION AND GTECH S.P.A.

i

Conformed Copy

CONTENTS

Clause		Page
1.	DEFINITIONS AND INTERPRETATION	4
2.	THE FACILITIES	51
3.	PURPOSE	53
4.	CONDITIONS OF UTILISATION	53
5.	UTILISATION — REVOLVING FACILITY LOANS	55
6.	UTILISATION — LETTERS OF CREDIT	56
7.	UTILISATION - US DOLLAR SWINGLINE LOANS	62
8.	LETTERS OF CREDIT	65
9.	REPAYMENT	69
10.	OPTIONAL CURRENCIES	70
11.	US DOLLAR SWINGLINE FACILITY	70
12.	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION	73
13.	MANDATORY PREPAYMENT	76
14.	RESTRICTIONS	77
15.	INTEREST	77
16.	INTEREST PERIODS	79
17.	CHANGES TO THE CALCULATION OF INTEREST	79
18.	FEES	81
19.	TAX GROSS UP AND INDEMNITIES	83
20.	INCREASED COSTS	98
21.	OTHER INDEMNITIES	100
22.	MITIGATION	101
23.	COSTS AND EXPENSES	101
24.	GUARANTEE AND INDEMNITY	102
25.	REPRESENTATIONS	108
26.	INFORMATION UNDERTAKINGS	114
27.	FINANCIAL COVENANTS	118
28.	GENERAL UNDERTAKINGS	120
29.	EVENTS OF DEFAULT	130
30.	CHANGES TO THE LENDERS	136
31.	CHANGES TO THE OBLIGORS	143

ii

Conformed Copy

32. ROLE OF THE AGENT, THE ARRANGING PARTIES, THE GLOBAL COORDINATORS, THE SWINGLINE AGENT, THE ISSUING AGENT AND OTHERS		145
33.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	154
34.	SHARING AMONG THE FINANCE PARTIES	154
35.	PAYMENT MECHANICS	155
36.	SET-OFF	160
37.	NOTICES	160
38.	CALCULATIONS AND CERTIFICATES	163
39.	TAX CHARACTERIZATION	164
40.	PARTIAL INVALIDITY	164
41.	REMEDIES AND WAIVERS	164
42.	AMENDMENTS AND WAIVERS	164
43.	NEGOTIATED AGREEMENT	168
44.	CONFIDENTIALITY	168
45.	COUNTERPARTS	171
46.	GOVERNING LAW	171
47.	ENFORCEMENT	171
SCHEDULE 1 THE ORIGINAL PARTIES		173
SCHEDULE 2 CONDITIONS PRECEDENT		181
SCHEDULE 3 REQUESTS		186
SCHEDULE 4 FORM OF TRANSFER CERTIFICATE		189
SCHEDULE 5 FORM OF ASSIGNMENT AGREEMENT		192
SCHEDULE 6 FORM OF ACCESSION LETTER		194
SCHEDULE 7 FORM OF RESIGNATION LETTER		195
SCHEDULE 8 FORM OF COMPLIANCE CERTIFICATE		196
SCHEDULE 9 TIMETABLES - LOANS - NOTICES TO THE AGENT		197
SCHEDULE 10 FORM OF LETTER OF CREDIT		200
SCHEDULE 11 AGENTS’ DETAILS		206
SCHEDULE 12 ORIGINAL BORROWERS’ DETAILS		207
SCHEDULE 13 AGREED SECURITY PRINCIPLES		208
SCHEDULE 14 FORM OF AFFIDAVIT		212
SCHEDULE 15 FORM OF SUBSTITUTE AFFILIATE LENDER DESIGNATION NOTICE		219
SCHEDULE 16 SELF DECLARATION FORM		221

iii

THIS SENIOR FACILITIES AGREEMENT (this “Agreement”) is dated 4 November 2014, amended on 2 April 2015 and made

BETWEEN:

(1)GTECH S.p.A., a company incorporated in Italy as a società per azioni (“GTECH”);

(2)GTECH CORPORATION, a Delaware corporation (“GTECH Corporation” and together with GTECH, the “Original Borrowers”);

(3)THE ENTITIES listed in Part I of Schedule 1 as original guarantors (the “Original Guarantors”);

(4)J.P. MORGAN LIMITED AND MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.p.A. (directly or by way of their Affiliates) as global coordinators, bookrunners and mandated lead arrangers (the “Global Coordinators, Bookrunners and Mandated Lead Arrangers”);

(5)THE ENTITIES listed in Part III of Schedule 1 as bookrunners and mandated lead arrangers (the “Bookrunners and Mandated Lead Arrangers”);

(6)THE ENTITIES listed in Part IV of Schedule 1 as mandated lead arrangers (the “Mandated Lead Arrangers”);

(7)THE ENTITIES listed in Part V of Schedule 1 as arrangers (the “Arrangers”);

(8)THE FINANCIAL INSTITUTIONS listed in Part IIA of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”);

(9)THE ROYAL BANK OF SCOTLAND PLC as facility agent of the other Finance Parties (the “Agent”);

(10)THE ROYAL BANK OF SCOTLAND PLC as issuing agent of the Lenders (the “Issuing Agent”);

(11)KEYBANK NATIONAL ASSOCIATION as agent of the US Dollar Swingline Lenders (the “Swingline Agent”); and

(12)THE FINANCIAL INSTITUTIONS listed in Part IIB of Schedule 1 (The Original US Dollar Swingline Lenders) as US Dollar Swingline Lenders (the “Original US Dollar Swingline Lenders”).

IT IS AGREED as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement:

“Acceptable Bank” means:

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(a)a bank or financial institution which has a rating for its long term unsecured and non credit-enhanced debt obligations of BBB- or higher by S&P or Fitch or Baa3 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency; or

(b)an Original Lender or any of its Affiliates; or

(c)any other bank or financial institution approved by the Agent, the Swingline Agent and the Issuing Agent.

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter) or in any other form acceptable to the Parent and the Agent.

“Accounting Principles” means generally accepted accounting principles in the United States, the United Kingdom and Italy or IFRS.

“Additional Borrower” means a company which becomes a Borrower in accordance with Clause 31 (Changes to the Obligors).

“Additional Guarantor” means a person which becomes a Guarantor in accordance with Clause 31 (Changes to the Obligors).

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.

“Affidavit” means the affidavit substantially in the form set out in Schedule 14 (Form of Affidavit) as approved by the Italian Revenues Agency and made available on the website www.agenziaentrate.gov.it.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.  Notwithstanding the foregoing, in relation to The Royal Bank of Scotland plc, the term “Affiliate” shall include The Royal Bank of Scotland N.V. and each of its subsidiaries or subsidiary undertakings, but shall not include (i) the UK government or any member or instrumentality thereof, including Her Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty’s Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings.

“Agent’s Fee Letter” means the fee letter dated on or about the date of this Agreement between the Agent and the Borrowers.

“Agent’s Spot Rate of Exchange” means, for a currency, the rate determined by the Agent, the Swingline Agent or the Issuing Agent (as applicable) to be the rate quoted by the person acting in such capacity as the spot rate for the purchase by such person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Agent, the Swingline Agent or the Issuing Agent may obtain such spot rate from another financial institution designated by the Agent, the Swingline

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Agent or the Issuing Agent if the person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the Issuing Agent may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Optional Currency.

“Agreed Security Principles” means the principles set out in Schedule 13 (Agreed Security Principles).

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to a Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Law” means each of:

(a)the Executive Order;

(b)the USA PATRIOT Act;

(c)the Money Laundering Control Act of 1986, Public Law 99-570;

(d)the Foreign Asset Control Laws;

(e)the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.);

(f)the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.);

(g)the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.);

(h)the Trading with the Enemy Act (50 U.S.C. App. §§1 et seq.); and

(i)any similar law enacted in the United States of America subsequent to the date of this Agreement.

“Arrangement Fee Letter(s)” means each arrangement fee letter dated on or about the date of this Agreement among the Original Borrowers and the Arranging Parties.

“Arranging Parties” means the Global Coordinators, Bookrunners and Mandated Lead Arrangers, the Bookrunners and Mandated Lead Arrangers, the Mandated Lead Arrangers and the Arrangers.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Auditors” means PricewaterhouseCoopers or any other firm approved in advance by the Agent (such approval not to be unreasonably withheld or delayed).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

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“Availability Period” means:

(a)in relation to Revolving Facility A, the period from and including the date of this Agreement to and including the date falling one (1) Month prior to the Final Maturity Date; and

(b)in relation to Revolving Facility B, the period from and including the date of this Agreement to and including the date falling one (1) Month prior to the Final Maturity Date.

“Available Revolving Commitment” means, in relation to:

(a)Revolving Facility A (but without limiting Clause 7.5 (Relationship with Revolving Facility A), a Lender’s Revolving Facility A Commitment less:

(i)the Base Currency Amount of its participation in any outstanding Utilisations (including any Revolving Facility A Loan deemed as such pursuant to Clause 8.3 (Claims under a Letter of Credit)); and

(ii)in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Utilisations (other than the proposed Utilisation) that are due to be made under Revolving Facility A on or before the proposed Utilisation Date; and

(b)Revolving Facility B, a Lender’s Revolving Facility B Commitment less:

(i)the Base Currency Amount of its participation in any outstanding Utilisations (including any Revolving Facility B Loan deemed as such pursuant to Clause 8.3 (Claims under a Letter of Credit)); and

(ii)in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Utilisations (other than the proposed Utilisation) that are due to be made under Revolving Facility B on or before the proposed Utilisation Date,

it being understood in each case that for the purposes of calculating the “Available Revolving Commitment”, any Revolving Facility Commitment of Wells Fargo Bank, NA shall only be deemed to be a Revolving Facility A Commitment or a Revolving Facility B Commitment, as the case may be, from and including the Target Accession Date.

For the purposes of calculating a Lender’s Available Revolving Commitment in relation to any proposed Utilisation of Loans, such Lender’s participation in any Loans under Revolving Facility A or as the case may be, Revolving Facility B that are due to be repaid or prepaid on or before the proposed Utilisation Date as well as such Lender’s US Dollar Swingline Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date shall not be deducted from a Lender’s Commitment under such Revolving Facility.

For the purposes of calculating a Lender’s Available Revolving Commitment in relation to any proposed Utilisation under a Revolving Facility, such Lender’s participation in any Letters of Credit issued under such Revolving Facility that are due to be reduced or cancelled on or

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before the proposed Utilisation Date under such Revolving Facility shall not be deducted from a Lender’s Commitment under the relevant Revolving Facility.

“Available Revolving Facility” means, in relation to each Revolving Facility, the aggregate for the time being of each Lender’s Available Revolving Commitment in respect of that Revolving Facility.

“Available US Dollar Swingline Commitment” of a US Dollar Swingline Lender means (but without limiting Clause 7.5 (Relationship with Revolving Facility A)) that Lender’s US Dollar Swingline Commitment minus:

(a)the amount of its participation in any outstanding US Dollar Swingline Loans; and

(b)in relation to any proposed Utilisation under the US Dollar Swingline Facility, the amount of its participation in any US Dollar Swingline Loans that are due to be made under the US Dollar Swingline Facility on or before the proposed Utilisation Date,

other than that Lender’s participation in any US Dollar Swingline Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“Available US Dollar Swingline Facility” means the aggregate for the time being of each US Dollar Swingline Lender’s Available US Dollar Swingline Commitment.

“B&D Holding” means B&D Holding di Marco Drago e C. S.a.p.a., a company incorporated in Italy as a società in accomandita per azioni.

“Base Currency” means, in relation to Revolving Facility A, US Dollars and, in respect of Revolving Facility B, Euro.

“Base Currency Amount” means in relation to a Utilisation, the amount specified in the Utilisation Request delivered by the relevant Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is two (2) Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement and, in the case of a Letter of Credit, as adjusted under Clause 6.10 (Revaluation of Letters of Credit) to reflect any repayment (other than a repayment arising from a change of currency), prepayment, cancellation or reduction (as applicable) of the Utilisation, as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation.

“Base Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four (4) decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(a)in relation to LIBOR, as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market; or

(b)in relation to EURIBOR, as the rate at which the relevant Base Reference Bank could borrow funds in the European interbank market,

in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

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“Base Reference Banks” means in relation to LIBOR, the principal London offices of Banca IMI S.p.A., Milan and Bank of America, N.A., London Branch and the principal Milan office of Mediobanca — Banca di Credito Finanziario S.p.A., Milan and, in relation to EURIBOR, the principal office in London of Banca IMI S.p.A., Milan and Bank of America, N.A., London Branch and the principal Milan office of Mediobanca — Banca di Credito Finanziario S.p.A., Milan or such other banks as may be appointed by the Agent (acting on the instructions of the Majority Lenders) in consultation with the Parent.

“Blacklisted Resident Entity” means any person that is resident, domiciled, located for Tax purposes, or acting through a lending office qualifying as a Permanent Establishment to which any payment under the Finance Document is effectively connected, in a Blacklisted Jurisdiction.

“Blacklisted Jurisdiction” means:

(a)any country or territory listed as having a privileged tax regime in the Italian Ministerial Decree dated 23 January 2002 and issued by the Italian Minister of Finance, as amended or updated from time to time; or

(b)(as from the fiscal year in which the decree to be issued pursuant to article 168-bis of Italian Presidential Decree of 22 December 1986, No. 917 is effective, any country or territory which is not included in the list of countries and territories (the “White List”) allowing an adequate exchange of information with the Italian Tax authorities (for the five (5) years starting on the date of publication of such decree in the Official Gazette, countries and territories that are not included in the current black-lists set forth by Italian Ministerial Decrees of 4 May 1999, 21 November 2001 and 23 January 2002, nor in the current white list set forth by Italian Ministerial Decree of 4 September 1996 or included under article 2 of Ministerial Decree 21 November 2001, with regards to the persons therein enclosed, and under article 3 of Ministerial Decree 21 November 2001, with the exclusions of the persons therein enclosed, are deemed to be included in the White List); or

(c)upon the occurrence of any Change of Tax Law, any country or territory listed in any regulation referred to under Article 110, Paragraph 10 of Italian Presidential Decree of 22 December 1986, No. 917, as from time to time amended or restated, as not allowing an adequate exchange of information with the Italian Tax authorities.

“Borrower” means an Original Borrower or an Additional Borrower, unless it has ceased to be a Borrower in accordance with Clause 31 (Changes to the Obligors).

“Borrower DTTP Filing” shall have the meaning ascribed thereto in Clause 19.1 (Definitions).

“Borrower Materials” shall have the meaning ascribed thereto in Clause 26.7 (Posting on electronic system).

“Break Costs” means the amount (if any) by which:

(a)the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had

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the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)the amount which such Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Bridge Facilities” means the 364-day senior bridge facility to be entered into in accordance with the terms of the commitment letter dated 15 July 2014 among inter alios the Parent and Credit Suisse AG, Cayman Islands Branch, Barclays Bank PLC, Citigroup Global Markets Limited and Citibank N.A., London Branch, as joint lead bookrunners and joint lead arrangers.

“Business” means, with respect to the Group:

(a)the design, manufacture, sale, lease, delivery, installation, operation or maintenance of hardware and equipment (e.g. computers, computer terminals, on-line lottery terminals, instant ticket vending and dispensing machines, self-service terminals, gaming devices and machines, video lottery terminals, slot machines and amusement with prize machines) (collectively, “Gaming Hardware”) and the design, development, sale, licensing, delivery, installation, operation or maintenance of software or game content (collectively, “Gaming Software”) pertaining to the operation of games of chance or skill or pari-mutuel or fixed odds games (including lotteries (e.g. on-line, off-line, passive ticket, instant/scratch ticket, break-open ticket and video), pari-mutuel betting, bingo, race tracks, jai alai, legalized bookmaking, off-track betting, casino games, racino, keno, lotto and sports betting) (collectively, “Games”) and the provision of any type of ancillary service or product related to or connected with the foregoing;

(b)the management, ownership or operation of (i) Games; (ii) Gaming Hardware; (iii) Gaming Software; and (iv) sales channels (retail, interactive and mobile) and the exercise of any governmental power or authority granted to any member of the Group in connection with any of the foregoing businesses set out at (i) to (iv) (including acting as operator/private manager of legal gaming licenses and concessions) and the provision of any products or services related to any of the foregoing businesses set out at (i) to (iv) (including, without limitation, marketing activities and services, player tracking activities and loyalty management, back-office software (player management tools), field service, field sales force management and security and consulting services to customers including software, telecommunications, marketing and other related advisory services or other ancillary tools and platform related services);

(c)(i) the provision of any type of government or state benefits processing or eligibility, or payment processing (including tax, utility, fines, fees and duties payment processing) and any products or services related to any of the foregoing businesses set out at paragraphs (a) and (b) and this paragraph (c); and (ii) the exercise of any governmental power or authority granted to any member of the Group in connection with the foregoing businesses described in paragraphs (a) and (b) above and in this paragraph (c);

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(d)the provision of any type of commercial transaction processing or distribution services, including (i) debit, credit and bill payment transactions and money transfer transactions; (ii) distribution services such as electronic top-up services for pre-paid mobile and fixed-line telephone accounts and ticketing services for sporting, musical and other events; (iii) stored value services such as pre-paid cards for pay TV channels and debit cards; and (iv) any products or services related to the foregoing businesses described in paragraphs (a) through (c) above and in this paragraph (d);

(e)the provision of any type of information technology or any services derived from the technical, management, operational or other expertise developed or used by any member of the Group in connection with any business described herein and any products or services related to the foregoing businesses described in paragraphs (a) through (d) above and in this paragraph (e);

(f)the provision of any type of telecommunication services and other communications services similar to those or provided in connection with the businesses described in paragraphs (a) through (d) above;

(g)the design, manufacture, printing, sale or distribution (whether physically, electronically or by any other method) of instant, scratch, traditional or other lottery tickets (whether such tickets are physical, electronic or expressed through any other medium and whether such tickets allow the player to remove a cover layer (or any semblance thereof) physically, electronically or by any other method, to reveal whether the ticket is a prize winner) and the provision of any products or services related to the foregoing business described in paragraphs (a) through (f) above and in this paragraph (g);

(h)the employment of any hardware or software utilised in any of the businesses described in paragraphs (a) through (g) above whether by sale, lease, license or service in either government or commercial enterprises worldwide;

(i)the provision of social games, including, without limitation, through Internet websites and applications for smart phones, tablets and other devices; and

(j)any other business that is related to, or which is an extension, development or expansion of, any of the foregoing businesses described in paragraphs (a) through (i).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Las Vegas, London, Milan and New York and:

(a)(in relation to any date for payment or purchase of a currency other than Euro and US Dollars) the principal financial centre of the country of that currency; or

(b)(in relation to any date for payment or purchase of Euro) any TARGET Day.

“Calculation Date” has the meaning given to it in Clause 27.1 (Financial definitions).

“Cancellation Date” means the date specified in the notice which cancels and prepays the Existing Facilities in full.

“Capital Securities” means the €750,000,000 Subordinated Interest-Deferrable Capital Securities due 2066 and issued on 17 May 2006 by GTECH.

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“Cash Collateral Account” means:

(a)an account to be established by the Agent in its name for the deposit of cash cover required to be posted pursuant to paragraph (b) of Clause 6.9 (Revaluation of Letters of Credit) and any replacement account thereof; and

(b)an account to be established by the Issuing Agent in its name for the deposit of cash cover required pursuant to Clause 8.6 (Cash cover by Borrower) to be posted in respect of Issuing Agent or Lender exposure to a Borrower or a beneficiary and any replacement account thereof.

“Cash Equivalent Investments” means at any time:

(a)demand or overnight deposits, time deposits, Eurodollar time deposits, bankers acceptances or certificates of deposit (in any case maturing within one (1) year after the relevant date of calculation):

(i)          with or issued by an Acceptable Bank; or

(ii)        with or issued by a Non-Acceptable Bank; provided that the amount of any such investments does not at any time exceed in the aggregate US$50,000,000 (or its equivalent in any other currencies);

(b)any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating and any auction rate, variable rate or demand securities issued or guaranteed by any federal, state or municipal governmental authority of the United States of America, in each case, having a credit rating equal to BBB or higher by S&P or Baa2 or higher by Moody’s, maturing or having a scheduled auction within one (1) year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c)commercial paper not convertible or exchangeable to any other security:

(i)           for which a recognised trading market exists;

(ii)      issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii)        which matures within one (1) year after the relevant date of calculation; and

(iv)     which has a credit rating of either A-1 or higher by S&P or F-1 or higher by Fitch or P-1 or higher by Moody’s, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d)sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

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(e)any investment accessible within thirty (30) days in money market funds which have a credit rating of either A-1 or higher by S&P or F-1 or higher by Fitch Rating Ltd or P-1 or higher by Moody’s and which invest substantially all their assets in securities of the types described in paragraphs (a) through (d) above; or

(f)any other debt security approved by the Majority Lenders,

in each case to which any member of the Group is beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security.

“Change of Control” means any person or group of persons acting in concert (other than any of the entities or companies constituting the Principal Shareholders) gains control of the Parent.

For the purpose of the paragraph above “control” means:

(a)the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i)           cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of GTECH (or, following the completion of the Mergers, of Holdco); or

(ii)      appoint or remove all, or the majority, of the directors or other equivalent officers of GTECH (or, following completion of the Mergers, of Holdco); or

(iii)        give directions with respect to the operating and financial policies of GTECH (or, following completion of the Mergers, of Holdco) with which the directors or other equivalent officers of GTECH (or, following completion of the Mergers, of Holdco) are obliged to comply; or

(b)the holding of more than thirty per cent. (30%) of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) save in circumstances where the Principal Shareholders between them continue to hold directly or indirectly (whether by way of ownership of shares, proxy, contract, agency or otherwise) more of such issued share capital than the relevant person or group of persons.

For the purpose of the paragraph above “acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in GTECH (or, following completion of the Mergers, of Holdco), to obtain or consolidate control of GTECH (or, following completion of the Mergers, of Holdco).

“Change of Tax Law” shall have the meaning ascribed thereto in Clause 19.1 (Definitions).

“Code” means the United States Internal Revenue Code of 1986 (26 U.S.C. §§ 1 et seq.), as amended from time to time.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

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“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or otherwise in form and substance satisfactory to the Agent.

“Confidential Information” means all information relating to the Parent, any Obligor, the Group, the Finance Documents or a Revolving Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Revolving Facility from either:

(a)      any member of the Group or any of its advisers; or

(b)      another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)           is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of the terms of this Agreement; or

(ii)      is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii)      is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in the recommended form of the LMA or in any other form agreed between the Borrowers and the Agent.

“Consolidated Interest Expense” has the meaning given to it in Clause 27.1 (Financial Definitions).

“Default” means an Event of Default or any event or circumstance specified in Clause 29 (Events of Default) which would (with the expiry of a grace period or the giving of notice, the making of any determination (where any provision of Clause 29 expressly requires a determination to be made) or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

(a)      which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b)      which has otherwise rescinded or repudiated a Finance Document; or

(c)      with respect to which an Insolvency Event has occurred and is continuing.

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Unless, in the case of paragraph (a) above:

(i)its failure to pay is caused by:

(A)administrative or technical error; or

(B)a Disruption Event; and,

payment is made within one (5) Business Days of its due date; or

(ii)the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Designated Person” means a person or entity:

(a)listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

(b)named as a “Specially Designated National and Blocked Person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or

(c)to the best of the Obligor’s knowledge, with which any Finance Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law.

“Designated Website” has the meaning given to that term in Clause 37.7 (Use of websites).

“Dispute” has the meaning given to that term in paragraph (a) of Clause 47.1 (Jurisdiction of English courts).

“Disruption Event” means either or both of:

(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)from performing its payment obligations under the Finance Documents; or

(ii)from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Distribution” means:

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(a)any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of share capital (or any class of share capital) paid by the Parent; or

(b)the payment or distribution of any dividend or share premium reserve by the Parent.

“Double Taxation Treaty” means a double taxation agreement made between any Relevant Tax Jurisdiction and any other jurisdiction which makes provision for full exemption from, or a reduction in, Tax imposed by such Relevant Tax Jurisdiction on interest.

“EBITDA” has the meaning given to it in Clause 27.1 (Financial Definitions).

“ERISA” means the Employee Retirement Income Security Act of 1974 of the United States of America as amended from time to time and any applicable regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any Obligor, any person that for the purposes of Title IV of ERISA is from time to time a member of the controlled group of any Obligor or under common control with any Obligor within the meaning of Section 414 of the Code.

“ERISA Event” means:

(a)the occurrence of a reportable event, within the meaning of Section 4043(c) of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; or

(b)the requirements of Section 4043(b) of ERISA applied with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following thirty (30) days;

(c)the application for a minimum funding waiver with respect to a Plan;

(d)the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA);

(e)the cessation of operations at a facility of any Obligor or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA;

(f)the withdrawal by any Obligor or any ERISA Affiliate from a Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;

(g)the failure to make a required contribution to any Plan that would result in the imposition of an encumbrance under the Code or ERISA;

(h)the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Plan;

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(i)a determination that any Plan is, or is expected to be, in at-risk status (within the meaning of Title IV of ERISA); or

(j)the receipt by any Obligor or ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Obligor or ERISA Affiliate of any notice that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA).

“EURIBOR” means, in relation to any Loan in euro:

(a)the applicable Screen Rate; or

(b)(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

(c)if:

(i)        no Screen Rate is available for the currency of that Loan; or

(ii)      no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Base Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for Euro and for a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, EURIBOR shall be deemed to be zero.

“Euro” or “€” means the single currency of the Participating Member States.

“Event of Default” means any event or circumstance specified as such in Clause 29 (Events of Default).

“Excluded Assets” means (i) loans to and receivables from other members of the Group, (ii) investments in Subsidiaries and (iii) consolidation entries (e.g., purchase accounting entries for goodwill and fair value adjustments to assets and liabilities) and elimination entries.

“Excluded EBITDA Entries” means consolidation entries and elimination entries.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of Security to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such Security becomes effective with respect to such related Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or Security is or becomes illegal.

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“Executive Order” means the US Executive Order No. 13224 on Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism.

“Exempt Lender” shall have the meaning ascribed thereto in Clause 19.1 (Definitions).

“Existing GTECH Facilities” means the revolving credit facilities and term loan facility made available under a senior facilities agreement dated 20 December 2010 and made among, inter alios, GTECH (formerly known as Lottomatica Group S.p.A.) as the Parent, GTECH and GTECH Corporation as Borrowers, Banc of America Securities Limited, Banca IMI S.p.A. and Mediobanca — Banca di Credito Finanziario as Global Coordinators, Bookrunners and Mandated Lead Arrangers and Banc of America Securities Limited as Agent (as amended from time to time).

“Existing GTECH Notes” means each of the following issuances of debt securities by GTECH:

(a)€750,000,000 5.375% Guaranteed Notes due 2016;

(b)€500,000,000 5.375% Guaranteed Notes due 2018;

(c)€500,000,000 3.500% Guaranteed Notes due 2020; and

(d)the Capital Securities.

“Existing Indebtedness” means any Financial Indebtedness outstanding at any time under the Bridge Facilities, the Existing GTECH Facilities, the Existing GTECH Notes and the Existing Target Facility.

“Existing Lender” has the meaning given to that term in Clause 30.1 (Assignments and transfers by the Lenders).

“Existing Target Facility” means the revolving credit facility made available under an amended and restated credit agreement dated as of 23 April 2013 and made among inter alios Target, as the Borrower, Wells Fargo Securities, LLC, RBS Securities Inc. and Union Bank, N.A., as Joint Lead Arrangers and Joint Book Runners and The Royal Bank of Scotland plc as Administrative Agent and Swing Line Lender.

“Expiry Date” means, for a Letter of Credit, the last day of its Term.

“Facility Office” means in respect of a Lender or an Issuing Agent, the office or offices notified by such Lender or an Issuing Agent to the Agent in writing on or before the date it becomes a Lender or an Issuing Agent (and, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Facilities” means Revolving Facility A, Revolving Facility B and the US Dollar Swingline Facility and “Facility” means any one of them.

“FATCA” means:

(a)Sections 1471 to 1474 of the Code or any associated regulations;

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(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a)in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b)in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

(c)in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Federal Funds Rate” means, in relation to any day, the rate per annum equal to:

(a)the weighted average of the rates on overnight Federal funds transactions with members of the US Federal Reserve System arranged by Federal funds brokers, as published for that day (or, if that day is not a New York Business Day, for the immediately preceding New York Business Day) by the Federal Reserve Bank of New York; or

(b)if a rate is not so published for any day which is a New York Business Day, the average of the quotations for that day on such transactions received by the Agent from three Federal funds brokers of recognised standing selected by the Agent.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor thereto).

“Fee Letter” means each Arrangement Fee Letter, the Agent’s Fee Letter, the Swingline Agent’s Fee Letter and any letter or letters dated on or about the date of this Agreement between, inter alios, the Global Coordinators and the Borrowers (or the Agent and the Borrowers) setting out any of the fees referred to in Clause 18 (Fees).

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“Final Maturity Date” means, in relation to each Facility, the date falling five (5) years after the date of this Agreement.

“Finance Document” means this Agreement, any Accession Letter, any Compliance Certificate, the Mandate Letter, any Fee Letter, any Resignation Letter, any Utilisation Request and any document, agreement or instrument entered into by an Issuing Agent and a Borrower or in favour of an Issuing Agent and relating to any Letter of Credit and any other document designated as a “Finance Document” by the Agent and the Borrowers.

“Finance Party” means the Agent, the Arranging Parties, any US Dollar Swingline Lender, the Lenders, the Swingline Agent and any Issuing Agent.

“Financial Indebtedness” means any indebtedness for or in respect of (without double counting):

(a)monies borrowed;

(b)any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;

(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)for the purposes of paragraph (e) of the definition of Permitted Guarantee, Clause 28.12 (Priority Financial Indebtedness) and an Event of Default only, any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value as at the relevant date on which Financial Indebtedness is calculated (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g)any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(h)any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or (ii) the agreement is in respect of the supply of assets or services and payment is due more than one hundred and fifty (150) days after the date of supply;

(i)any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; and

(j)the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) through (i) above;

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provided that any counter-indemnity obligation in respect of performance or similar bonds, letters of credit (including Letters of Credit) or guarantees, in each case, guaranteeing performance by a member of the Group in relation to a liability (other than a liability in respect of Financial Indebtedness) which arises in the ordinary course of those activities described in the definition of “Business” shall not constitute Financial Indebtedness unless and until, and to the extent that, such performance or similar bonds, letters of credit (including Letters of Credit) or guarantees are drawn or called (as applicable).

“Financial Quarter” means, with respect to the Parent, each of the quarterly periods ending on 31 March, 30 June, 30 September and 31 December in each Financial Year by reference to which the quarterly accounts of members of the Group are prepared.

“Financial Year” means each period ending on 31 December in respect of which annual audited consolidated financial statements of the Group are required to be prepared.

“Fitch” means Fitch Ratings Ltd.

“Foreign Asset Control Laws” means the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. §§ 1 et seq., any Executive Order or regulation promulgated thereunder and administered by OFAC.

“Fraudulent Transfer Law” means any applicable US Bankruptcy Law or any applicable US state fraudulent transfer or conveyance law.

“Group” means GTECH (or, following completion of the Merger, Holdco) and its Subsidiaries from time to time and “member of the Group” means any one of them.

“Guarantee Sub-limit” means:

(a)with respect to Revolving Facility A, the lesser of:

(i)US$200,000,000 (or its equivalent in other currencies); and

(ii)the Total Revolving Facility A Commitments; and

(b)with respect to Revolving Facility B, the lesser of:

(i)€200,000,000 (or its equivalent in other currencies); and

(ii)the Total Revolving Facility B Commitments.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 31 (Changes to the Obligors).

“Hedging Bank” means any (i) Lender or (ii) Affiliate of a Lender which has delivered an Accession Letter in the form set out in Schedule 6 (Form of Accession Letter) in each case which has entered into a hedging arrangement with any member of the Group in respect of a Treasury Transaction.

“Hedging Document” means the documents entered into between a Hedging Bank and a member of the Group for the purposes of implementing a hedging arrangement in respect of a Treasury Transaction.

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“Holdco” means Georgia Worldwide PLC, a public limited company organised under the laws of England and Wales and a wholly owned Subsidiary of GTECH.

“Holdco Merger” means the series of transactions which consist principally of (i) the merger of GTECH with and into Holdco and (ii) the payment to GTECH’s shareholders exercising withdrawal rights following such merger, each in accordance with the steps set out in the Structure Memorandum.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Impaired Agent” means the Agent, the Swingline Agent or the Issuing Agent, as the context requires, at any time when:

(a)it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)it otherwise rescinds or repudiates a Finance Document;

(c)(if it is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d)an Insolvency Event has occurred and is continuing with respect to it;

(e)unless, in the case of paragraph (a) above:

(i)its failure to pay is caused by:

(A)administrative or technical error; or

(B)a Disruption Event; and

payment is made within five (5) Business Days of its due date; or

(ii)it is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increased Costs” has the meaning given to it in paragraph (b) of Clause 20.1 (Increased Costs).

“Initial Margin Trigger Event” means the first to occur of the following events:

(a)the completion of the Transactions;

(b)a change of at least one of the two Public Debt Ratings issued by S&P and Moody’s; and

(c)termination of the Merger Agreement, or the public disclosure by the Parent that it no longer intends to proceed with the completion of the Mergers;

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provided that if at any time after the date hereof three Public Debt Ratings have been issued, paragraph (b) shall be interpreted so as to mean a change of at least two of the three Public Debt Ratings.

“Insolvency Event” in relation to a Finance Party means that the Finance Party:

(a)is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)becomes insolvent or is unable to pay its debts as they become due or fails or admits in writing its inability generally to pay its debts as they become due;

(c)makes a general assignment, arrangement or composition with or for the benefit of its creditors generally;

(d)institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

(f)has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g)seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h)has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(i)causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) through (h) above; or

23

(j)takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Insufficiency” means, with respect to any Plan, the amount, if any, of its unfunded liabilities, as defined in section 4001(a)(18) of ERISA.

“Intellectual Property” means:

(a)any patents, trade marks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests, whether registered or unregistered; and

(b)the benefit of all applications and rights to use such assets of each member of the Group.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 16 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 15.4 (Default interest).

“Interpolated Screen Rate” means, in relation to LIBOR or EURIBOR for any Loan, the rate which results from interpolating on a linear basis between:

(a)the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of the Specified Time on the Quotation Day for the currency of that Loan.

“IRAP” means the Italian Regional tax on productive activities set forth by Italian Legislative Decree of 15 December 1997, No. 446.

“ITA” means the Income Tax Act 2007 of the United Kingdom.

“Italian Borrower” means a Borrower which is resident in Italy for Tax purposes and not acting for the purposes of the Finance Documents through a Permanent Establishment located outside Italy.

“Italian Civil Code” means the Italian civil code, enacted by Royal Decree No. 262 of 16 March 1942.

“Italian Guarantor” means a Guarantor which is resident in Italy for Tax purposes pursuant to article 73 of Italian Presidential Decree No. 917 of 22 December 1986 not acting for the purposes of the Finance Documents through a Permanent Establishment located outside Italy.

“Italian Holdco” means Lottomatica Holding S.r.l., a company incorporated in Italy as a società a responsabilità limitata with its registered office at Viale del Campo Boario 56/D 00154 Rome, Italy, and having registration number 13044331000.

“Italian Insolvency Proceeding” means, with respect to the Parent, each Obligor incorporated in Italy and each Material Subsidiary incorporated in Italy (i) any proceeding concerning its

24

liquidation, bankruptcy, dissolution, reorganisation, moratorium or proceedings similar or analogous thereto including bankruptcy (fallimento), arrangements with creditors (concordato preventivo), forced administration liquidation (liquidazione coatta amministrativa), extraordinary administration of large companies in insolvency (amministrazione straordinaria delle grandi imprese in stato di insolvenza), assignments for the benefit of creditors (cessione di beni ai creditori), arrangements with creditors in the context of Article 67, paragraph 2, letter d) of the Italian Insolvency Law or restructuring arrangements pursuant to Article 182 bis of Italian Insolvency Law, out-of-court restructurings or winding-up (liquidazione) set out in the Italian Insolvency Law, the Italian Civil Code or any other applicable Italian laws, as well as any other proceeding defined as “procedura di risanamento” or “procedura concorsuale” under Legislative Decree no. 170 dated 21 May 2004, and (ii) any equivalent or analogous liquidation, insolvency or reorganisation proceedings under the applicable laws, legislation, rules and regulations of any other jurisdiction.

“Italian Insolvency Law” means Royal Decree No. 267 of 16 March 1942.

“Italian Obligor” means an Italian Borrower or an Italian Guarantor.

“Italian Opco” means an Italian newly incorporated Subsidiary of the Parent to which the operating assets and liabilities of the Parent are contributed pursuant to the Italian Reorganisation and in accordance with the Structure Memorandum.

“Italian Qualifying Lender” shall have the meaning ascribed thereto in Clause 19.1 (Definitions).

“Italian Reorganisation” means the series of transactions which consists principally of (i) the contribution of the operating assets of GTECH to Italian Opco, (ii) the assumption of the liabilities related to such assets by Italian Opco and (iii) the contribution of shares in the Italian Opco and certain other Subsidiaries of GTECH by GTECH into Italian Holdco, each in accordance with the steps set out in the Structure Memorandum.

“Italian Treaty Lender” shall have the meaning ascribed thereto in Clause 19.1 (Definitions).

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity in which the Group has a 50 per cent. or a minority interest and which is accordingly not consolidated in the financial statements of that member of the Group as a Subsidiary, it being understood however that in each case the proportion of the Group’s interest in the joint venture entity may be consolidated in the financial statements of the relevant member of the Group on a proportional basis.

“L/C Proportion” means, in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by such Lender’s Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by such Lender.

“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial Conditions Precedent) or Clause 31 (Changes to the Obligors).

“Legal Reservations” means any matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

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“Lender” means:

(a)any Original Lender; and

(b)any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 30 (Changes to the Lenders),

which, in each case, has not ceased to be a Party in accordance with the terms of this Agreement.

“Letter of Credit” means:

(a)a syndicated letter of credit substantially in the form set out in Schedule 10 (Form of Letter of Credit); or

(b)any syndicated letter of credit, syndicated guarantee, syndicated indemnity or other instrument of a similar nature in a form requested by the Borrowers which meets the minimum requirements of Clause 6.6 (Form of Letters of Credit) and agreed by the Agent and the Issuing Agent (acting on the instructions of all the Lenders under the Revolving Facility pursuant to which it is requested),

in each case issued or deemed issued under this Agreement.

“Letter of Credit Fee” means the fee payable to the Agent (for the account of each Lender participating in the relevant Letter of Credit) in accordance with the provisions set out in Clause 18.6 (Fees payable in respect of Letters of Credit).

“LIBOR” means, in relation to any Loan in any currency other than Euro:

(a)the applicable Screen Rate;

(b)(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

(c)if:

(i)         no Screen Rate is available for the currency of that Loan; or

(ii)       no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Base Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, LIBOR shall be deemed to be zero.

“LMA” means the Loan Market Association.

“Loan” means a Revolving Facility A Loan, a Revolving Facility B Loan or a US Dollar Swingline Loan.

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“Majority Lenders” means a Lender or Lenders whose Revolving Facility Commitments aggregate more than 662/3 per cent. of the Total Facility Commitments (or, if the Total Facility Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the Total Facility Commitments immediately prior to that reduction).

“Mandate Letter” means the appointment letter dated 5 September 2014 among GTECH, GTECH Corporation and the Global Coordinators.

“Margin” means:

(a)at any time prior to an Initial Margin Trigger Event, 1.60 per cent. per annum; and

(b)from and including an Initial Margin Trigger Event until the Termination Date for Revolving Facility A and Revolving Facility B, such percentage per annum as is set out below in the column “Applicable Margin” in respect of the Public Debt Rating applicable below:

Public Debt Ratings	Applicable Margin
BBB/Baa2 or higher	1.00	%
BBB-/Baa3	1.40	%
BB+/Ba1	1.80	%
BB/Ba2	2.20	%
BB-/Ba3 or lower	2.75	%

Provided that:

(a)in the event of split Public Debt Ratings, the Applicable Margin shall be the average of the two (2) Applicable Margins;

(b)in the event of withdrawal of a Public Debt Rating, the Applicable Margin shall be such rate which is the average of the applicable rate for the remaining Public Debt Rating and 2.75%; and

(c)in the event of withdrawal of all Public Debt Ratings, the Applicable Margin shall be 2.75% until at least one Public Debt Rating is reinstated;

(d)any increase or decrease in the Margin for a Loan shall take effect on the date which is the first day of the next Interest Period for that Loan following the occurrence of the relevant Margin Rating Event;

(e)any increase or decrease in the Margin for a Loan for the purpose of calculation of the Commitment Fee shall take effect as of the date on which the relevant Margin Rating Event occurs;

27

(f)in circumstances where there is no Loan outstanding, the Margin for the purposes of calculating any commitment fee shall nevertheless increase or decrease in accordance with the table set out in paragraph (b) above; and

(g)notwithstanding paragraphs (a) through (f) above, when an Event of Default is continuing, the highest rate set out in the table in paragraph (b) above shall apply effective from the date on which the Event of Default occurs,

provided that if at any time after the date hereof three Public Debt Ratings have been issued, then the Public Debt Ratings in the table above and the references to Public Debt Ratings in paragraphs (a) through (c) above shall be interpreted on the basis of the three Public Debt Ratings such that references to “two (2)” shall be to “three (3)”.

“Margin Rating Event” means:

(a)the Initial Margin Trigger Event; and

(b)subsequently, a change of at least one of the two Public Debt Ratings issued by S&P and Moody’s;

provided that if at any time after the date hereof three Public Debt Ratings have been issued, paragraph (b) shall be interpreted so as to mean a change of at least two of the three Public Debt Ratings.

“Margin Stock” means “margin stock” as defined in Regulation U.

“Market Disruption Event” has the meaning given to it in Clause 17.2 (Market disruption).

“Material Adverse Effect” means a material adverse effect on:

(a)the ability of the Obligors (taken as a whole) to perform in a timely manner their payment obligations arising under the Finance Documents, the obligations arising under Clause 27 (Financial Covenants) or any other material obligations under any of the Finance Documents;

(b)the business, financial condition, assets or revenues of the Group taken as a whole; or

(c)the legality, validity or enforceability against the Obligors of any Finance Document subject always to the Legal Reservations.

“Material Subsidiary” means a Subsidiary of the Parent whose:

(a)total unconsolidated assets excluding the Excluded Assets are greater than or equal to ten per cent. (10%) (if the Subsidiary of the Parent is not a Guarantor) or five per cent. (5%) (if the Subsidiary is a Guarantor) of the total consolidated assets of the Group excluding the Excluded Assets, or

(b)unconsolidated earnings before interest, taxes, depreciation and amortization (calculated on the same basis that EBITDA of the Group is calculated but excluding the Excluded EBITDA Entries are greater than or equal to ten per cent. (10%) (if the Subsidiary of the Parent is not a Guarantor) or five per cent. (5%) (if the Subsidiary is a Guarantor) of the EBITDA of the Group excluding the Excluded EBITDA Entries.

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A Material Subsidiary will be determined by reference to the latest balance sheet and income statement (or, if available, audited financial statements) of such Subsidiary and the latest audited consolidated financial statements of the Group.  However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the balance sheet and income statement (or, if available, audited financial statements) shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by an authorised officer of the Parent as representing an accurate reflection of the revised consolidated assets or EBITDA of the Group if so requested by the Agent).

“Maximum Amount” has the meaning given to it in Clause 24.13 (Guarantee limitations applicable to GTECH as Parent).

“Merger Agreement” means the agreement and plan of merger agreement dated 15 July 2014 and entered into among GTECH, GTECH Corporation (solely with respect to Section 5.02(a) and Article VIII), Holdco, Target Merger Sub and Target relating to the Mergers.

“Merger Capital Reduction” means the initial proposed court-approved reduction of capital of Holdco under the UK Companies Act 2006, to be implemented following completion of the Mergers as described in and effected in accordance with, the Structure Memorandum.

“Mergers” means the Holdco Merger and the Target Merger.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.  “Monthly” shall be construed accordingly.

“Moody’s” means Moody’s Investor Services Limited.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, then or at any time during the previous five (5) years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or ERISA Affiliates.

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“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that:

(a)is maintained for employees of any Obligor or any ERISA Affiliate and at least one person (other than the Obligors and the ERISA Affiliates); or

(b)was so maintained and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“New Lender” has the meaning given to it in Clause 30.1 (Assignment and transfers by the Lenders).

“New York Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in New York City.

“Non-Acceptable Bank” means any bank or financial institution that does not meet the requirements of paragraph (a) or (b) of the definition of “Acceptable Bank”.

“Non-Consenting Lender” has the meaning given to it in paragraph (c) of Clause 42.3 (Replacement of Lender).

“Obligor” means a Borrower or a Guarantor.

“Obligor’s Agent” means the Parent, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.3 (Obligors’ Agent).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Optional Currency” means, as applicable, US Dollars, Euro, Pounds Sterling and any other currency agreed by all Lenders and, in the case of a Letter of Credit, another currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

“Original Financial Statements” means:

(a)in relation to the Parent, the audited consolidated financial statements of the Group for the Financial Year ended 31 December 2013; and

(b)in relation to GTECH Corporation, its audited financial statements for its financial year ended 31 December 2013.

“Original Guarantors” has the meaning given to it in the preamble of this Agreement.

“Original Lenders” has the meaning given to it in the preamble to this Agreement.

“Original Obligor” means an Original Borrower or an Original Guarantor.

“Original US Dollar Swingline Lenders” has the meaning given to it in the preamble to this Agreement.

“Overall Facility A Commitment” of a Lender means:

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(a)its Revolving Facility A Commitment; or

(b)in the case of a US Dollar Swingline Lender which does not have a Revolving Facility A Commitment, the Revolving Facility A Commitment of a Lender which is its Affiliate.

“PBGC” means the Pension Benefit Guaranty Corporation of United States of America established pursuant to Section 4002 of ERISA (or any successor).

“Paper Form Lender” has the meaning given to it in paragraph (a) of Clause 37.7 (Use of Websites).

“Parent” means GTECH and, following completion of the Holdco Merger, Holdco.

“Pari Passu Indebtedness” has the meaning given to it in Clause 28.23 (Security following Debt Ratings decrease).

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permanent Establishment” means any fixed base of business (stabile organizzazione) regulated by article 162 of Presidential Decree No. 917 of 22 December 1986, Article 5 of the Organization for Economic Cooperation and Development Model Tax Convention and or any equivalent provision provided for by any relevant legislation.

“Permitted Acquisition” means any and all of the following:

(a)any acquisition which constitutes a Permitted Transaction;

(b)an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;

(c)an acquisition of shares or securities pursuant to a Permitted Acquisition Share Issue;

(d)an acquisition of securities or other investments which are Cash Equivalent Investments;

(e)an acquisition in circumstances constituting a Joint Venture or the incorporation of a Joint Venture;

(f)the incorporation or other organization of a person who upon incorporation or other organization becomes a member of the Group (and such incorporation may be by way of subscription for shares in cash or a transfer of assets permitted by this Agreement in lieu of cash); or

(g)an acquisition by way of purchase, merger, consolidation or otherwise, of (A) at least a controlling interest in a person or (B) a business, line of business, division, or other business unit of a person, or an undertaking carried on as a going concern, but only if:

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(i)no Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

(ii)the acquired company, business or undertaking is (A) principally engaged in any part of the Business or is a Holding Company with respect to a company which is principally engaged in any part of the Business or (B) is empowered under its constitutional documents or by-laws to be engaged in any part of the Business; and

either

(A)the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (when aggregated with the consideration (including associated costs and expenses) for any other Permitted Acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition (A) does not exceed in aggregate in any Financial Year of the Parent, ten per cent. (10%) of the consolidated total assets of the Group and (B) does not exceed in aggregate at any time, US$2,250,000,000 (or its equivalent in other currencies) unless and until the Group obtains a Public Debt Rating upgrade to BBB by S&P and Baa2 by Moody’s, in which case the cap of US$2,250,000,000 (or its equivalent in other currencies) will cease to apply for such time as the Group retains such ratings upgrade;

or

(B)upon confirmation of the acquisition, each of Moody’s and S&P disclose publicly that the Group has a Public Debt Rating and its indebtedness has, in each case, a credit rating of at least Baa3 and BBB-, respectively;

provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (g) shall be interpreted so as to mean the date on which at least two of the three Public Debt Ratings issued by the Rating Agencies are so upgraded or disclosed.

“Permitted Acquisition Share Issue” means:

(a)an issue of shares constituting a Permitted Transaction;

(b)an issue of shares by one wholly owned Subsidiary of the Parent to its direct Holding Company which is another wholly owned Subsidiary of the Parent or to the Parent (or to another member of the Group which is the shareholder); or

(c)an issue of shares by a Subsidiary of the Parent to the member of the Group which is its direct Holding Company and any minority shareholder in the relevant Subsidiary.

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal:

(a)which constitutes a Permitted Transaction;

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(b)of trading stock or inventory, supplies, materials, assets or cash made by any member of the Group in the ordinary course of business of the disposing entity;

(c)of any asset by a member of the Group (the “Disposing Company”) to another member of the Group (the “Acquiring Company”), but if:

(i)the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor; and

(ii)the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor guaranteeing at all times an amount no less than that guaranteed by the Disposing Company,

it being understood that (A) if any of the assets being sold, leased, licensed, transferred or otherwise disposed of are at such time subject to Security in favour of the Lenders, then the Agent is reasonably satisfied that the Lenders will continue to benefit from the same or equivalent Security; and (B) any disposal of assets by a member of the Group to another member of the Group which sale is made as an intermediate step for the purpose of effecting a subsequent disposal to a third party that is not a member of the Group and that is otherwise permitted under the definition of “Permitted Disposal” shall not be considered for the purposes of this sub-paragraph (c) or sub-paragraph (i) as long as such subsequent disposal is completed within a period of two (2) months from the date of such first disposal.  For the avoidance of doubt, any subsequent disposal to a third party that is not a member of the Group shall be considered for the purposes of sub-paragraph (i);

(d)of assets (other than shares), in exchange for other assets substantially comparable or superior as to type, value or quality;

(e)of (i) obsolete, worn out, inefficient or redundant vehicles, plant fixtures, equipment or other property or (ii) leases or subleases of Real Property (including surplus office and parking space);

(f)of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

(g)constituted by a licence of intellectual property rights permitted by Clause 28.14 (Intellectual Property);

(h)by a member of the Group of any of its receivables on non-recourse terms where the relevant sale or disposal of such receivables does not constitute Financial Indebtedness for the purposes of the relevant applicable Accounting Principles and; provided that it is on normal commercial terms and in the ordinary course of business; or

(i)of assets for cash where the greater of the fair market value and net consideration receivable (when aggregated with the greater of the fair market value and net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Merger) does not exceed (A) in any Financial Year of the Parent, five per cent. (5%) of the consolidated total assets of the Group or (B) at any time, US$1,125,000,000 (or its equivalent in other currencies),

33

it being understood that nothing in this Agreement will be taken to permit the disposal of a Guarantor or Borrower (whether by Third Party Disposal or otherwise) save in circumstances where prior to the disposal the relevant Guarantor or Borrower resigns as Guarantor or Borrower (or both, as they case may be) in accordance with paragraph (a) of Clause 31.3 (Resignation of an Obligor), satisfies the conditions set out in and has its resignation is accepted pursuant to, paragraph (b) of Clause 31.3 (Resignation of an Obligor).

“Permitted Guarantee” means:

(a)any guarantee or counter-indemnity by a member of the Group which constitutes a Permitted Transaction;

(b)the endorsement of negotiable instruments in the ordinary course of business;

(c)any guarantee guaranteeing performance by a member of the Group in relation to an obligation or liability (other than an obligation or liability in respect of Financial Indebtedness) which arises in the ordinary course of business;

(d)any counter-indemnities for performance or similar bond or letters of credit, or any guarantees, in each case guaranteeing performance by a member of the Group in relation to a liability (other than a liability in respect of Financial Indebtedness, save to the extent arising under the relevant performance or similar bond, letter of credit or guarantee itself) which arises in the ordinary course of business or by operation of law, including by way of example and without limitation, counter-indemnities for guarantees or bonds issued on behalf of any member of the Group in the ordinary course of business in respect of tax claims or otherwise as a result of any legal proceedings brought against any member of the Group, in each case which are being contested in good faith;

(e)any guarantee by a Guarantor of Financial Indebtedness not restricted under Clause 28.12 (Priority Financial Indebtedness), including any guarantee issued pursuant to the terms of this Agreement;

(f)any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (d) of the definition of “Permitted Security”; or

(g)any other guarantee made by any member of the Group so long as the aggregate amount of all such guarantees outstanding does not exceed US$75,000,000 (or its equivalent in other currencies) at any time.

“Permitted Loan” means:

(a)any loan extended or made which constitutes a Permitted Transaction;

(b)any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of business;

(c)any financing extended in connection with the sale of products manufactured by a member of the Group by (i) a member of the Group or (ii) a distributor of products manufactured by a member of the Group to a customer, in each case on normal commercial terms and in the ordinary course of such member’s trade or business;

34

(d)a loan extended or made by a member of the Group to another member of the Group;

(e)a loan extended or made by a member of the Group to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans outstanding to employees and directors by members of the Group does not exceed US$15,000,000 (or its equivalent in other currencies) at any time; and

(f)loans extended or made by any member of the Group (other than a loan made by a member of the Group to another member of the Group) so long as the aggregate amount of all such loans outstanding does not exceed US$35,000,000 (or its equivalent in other currencies) at any time.

“Permitted Merger” means:

(a)any solvent amalgamation, merger, consolidation, intra-group demerger, corporate reconstruction, liquidation or reorganisation which constitutes a Permitted Transaction;

(b)any amalgamation, merger or consolidation by and between Obligors on a solvent basis or any intra-group demergers or corporate reconstructions by Obligors on a solvent basis; provided that in the case of a merger between a Borrower and an Obligor which is not a Borrower, such Borrower shall be the surviving entity, obtain all of the rights and assume all of the obligations and liabilities of the other Obligor and confirm all existing Security granted by such other Obligor and such Security is not materially and adversely affected;

(c)any amalgamation, merger or consolidation by and between an Obligor and any member of the Group on a solvent basis which is not an Obligor; provided that either (i) the Obligor is the surviving entity, obtains all of the rights and assumes all of the obligations and liabilities of the other member of the Group and confirms all existing Security granted by such other member of the Group or (ii) the non-Obligor is the surviving entity, accedes to this Agreement as a Borrower or a Guarantor, as applicable, obtains all of the rights and assumes all of the obligations and liabilities of the other member of the Group and confirms all existing Security previously granted by such Obligor and such Security is not materially and adversely affected;

(d)any amalgamation, merger or consolidation by and between members of the Group which are not Obligors;

(e)any intra-group de-merger, corporate reconstruction, liquidation or reorganisation of any member of the Group which is not an Obligor; and

(f)the Merger Reduction of Capital.

“Permitted Restricted Payment” means the any of the following:

(a)a Permitted Transaction;

(b)subject to the proviso below, for the Financial Year ending on 31 December 2014, any Restricted Payments; provided that the aggregate amount of all Restricted Payments made in the Financial Year ending on 31 December 2014 shall not exceed the applicable limit set forth in paragraph (c) and which shall reduce the applicable limit set forth in paragraph (c) for the Financial Year ending on 31 December 2015;

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(c)subject to the proviso below, for the Financial Year ending on 31 December 2015 and each Financial Year thereafter, Restricted Payments in an aggregate amount up to:

(i)US$400,000,000 for each Financial Year if the Public Debt Ratings are equal to or higher than BB+ and Ba1; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BB+ or Ba1 as applicable; and

(ii)US$300,000,000 for each Financial Year if any Public Debt Rating is lower than BB+ or Ba1 or any Public Debt Rating is withdrawn; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (ii) shall be interpreted to mean two of the three Public Debt Ratings issued by the Rating Agencies being lower than BB+ or Ba1 as applicable,

subject in each case to the Parent certifying pro forma compliance with ninety per cent (90%) of the Total Net Debt to EBITDA ratio applicable for the immediately preceding Relevant Period pursuant to Clause 27.2(b) (Financial Conditions);

(d)subject to the proviso below, Rescission Payments in an aggregate amount which is greater than twenty per cent. (20%) of the aggregate share capital of GTECH and which, with respect to the period starting on the date of this Agreement and ending on 30 June 2015, do not exceed an aggregate amount (in addition to the limits set forth in paragraph (c) above) US$400,000,000;

provided that, for the period starting on the date of this Agreement and ending on 31 December 2015, the aggregate amount of Restricted Payments and Rescission Payments under paragraphs (b), (c) and (d) shall not exceed:

(i)US$690,000,000 if the Public Debt Ratings are equal to or higher than BB+ or Ba1; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BB+ or Ba1 as applicable; and

(ii)US$540,000,000 if the Public Debt Ratings are lower than BB+ or Ba1 or any Public Debt Rating is withdrawn; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (ii) shall be interpreted to mean two of the three Public Debt Ratings issued by the Rating Agencies being lower than BB+ or Ba1 as applicable;

(e)for the period starting on 1 January 2016 and ending on the Final Maturity Date and for so long as the Public Debt Ratings are equal to or higher than BB+ and Ba1 (in addition to amounts permitted under paragraphs (a) through (d) above), Share Buy Backs in an aggregate amount up to US$150,000,000; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (e) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BB+ or Ba1 as applicable;

(f)any Shareholder Payments in the ordinary course of business and on market terms in an aggregate amount up to US$3,000,000 in any Financial Year; and

36

(g)any Restricted Payments made in connection with share capital of the Parent owned by management of the Group as part of an employee compensation plan, including, without limitation, stock based compensation and management incentive plans.

“Permitted Security” means:

(a)any Security granted pursuant to Clause 28.23(a) (Security following Debt Ratings Decrease);

(b)any Security or Quasi-Security arising as a result of a Permitted Transaction and subject always to Clause 28.23(a) (Security following Debt Ratings Decrease);

(c)any lien arising by operation of law and in the ordinary course of its trading and not as a result of any default or omission on the part of any member of the Group;

(d)Security constituted by any netting or set off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances (other than cash collateral) of members of the Group; provided that such arrangement does not (i) permit or require credit balances of Obligors to be netted or set off against debit balances of non-Obligors or (ii) give rise to other Security over the assets of Obligors in support of the liabilities of non-Obligors;

(e)any Security or Quasi-Security over or affecting any assets acquired by a member of the Group after the date of this Agreement if:

(i)          the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii)      the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group and is not guaranteed by a member of the Group; and

(iii)      the Security or Quasi-Security is removed or discharged within three (3) months of the date of acquisition of such asset;

(f)any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if

(i)        the Security or Quasi-Security was not created in contemplation of the acquisition of that company;

(ii)      the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

(iii)      the Security or Quasi-Security is removed or discharged within three (3) months of the date of acquisition of such asset;

(g)any Security arising under any retention of title, hire purchase or conditional sale arrangement in respect of goods or assets supplied to any member of the Group in the ordinary course of the trading of such Group member and on the supplier’s standard or

37

usual terms in respect of the goods or assets supplied (and not arising as a result of any default or omission by any member of the Group);

(h)any Security or Quasi-Security arising as a result of any disposal which is a Permitted Disposal;

(i)any Security constituted by rights of set off existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers (and not as a result of any default or omission by any member of the Group);

(j)any rights of set-off or netting on market standard terms arising under derivative transactions not prohibited by Clause 28.15 (No Speculative Hedging Arrangements);

(k)any Security over cash or goods or documents of title to goods and insurances in favour of the Issuing Agent by a member of the Group arising in the ordinary course of its trade or as a result of Clause 8.6 (Cash cover by a Borrower) (and not by reason of a default or omission by any member of the Group);

(l)any Security arising pursuant to an order of attachment or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings which are contested by any member of the Group in good faith by appropriate proceedings with a reasonable prospect of success and which legal process does not constitute a Default;

(m)any Security arising (other than by way of affirmative action taken by or in favour of any taxation authority or any government authority or organization) in respect of Taxes, assessments or governmental charges which are either (i) being contested by the relevant member of the Group in good faith by appropriate proceedings and with a reasonable prospect of success, with respect to which appropriate reserves have been made on the relevant financial statement of the subject member of the Group, or (ii) not yet due and payable;

(n)any Security arising in connection with, and deposits made to secure, the payment and performance of bids, trade contracts (other than for borrowed money), contracts with respect to the business of the Group, leases, statutory obligations, surety and appeal bonds, performance bonds, indemnity agreements in favour of issuers of bonds and other obligations of a like nature, and rights of usufruct and similar rights to continued use and possession of lottery equipment or other property in favour of lottery customers, in each case incurred in the ordinary course of business; and

(o)any Security not permitted by Clause 28.7 (Negative Pledge) securing Financial Indebtedness incurred in the ordinary course of business of the Group which in aggregate does not at any time exceed US$125,000,000 (or its equivalent in other currencies).

“Permitted Transaction” means:

(a)any transaction set out in the Structure Memorandum, as well as any other transaction which is necessary as a consequence of or ancillary to the implementation of such transactions, including, without limitation, the payment of any Rescission Payments in an aggregate amount which is less than or equal to twenty per cent. (20%) of the aggregate share capital of GTECH;

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(b)any loans, bond or other financing contracted or incurred by any member of the Group constituting Pari Passu Indebtedness, including, without limitation, pursuant to the Bridge Facilities, subject, always to Clause 28.25 (MFN to Financial Covenants and Mandatory Prepayments);

(c)Security granted by any member of the Group in favour of the creditors of Pari Passu Indebtedness, subject always to Clause 28.23 (Security following Debt Ratings Decrease); and

(d)any guarantee granted by any member of the Group in favour of the creditors of Pari Passu Indebtedness, subject always to Clause 28.24(c) (Guarantor Threshold Test and Additional Guarantors).

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Platform” has the meaning given to it in Clause 26.7 (Posting on electronic system).

“Principal Shareholders” means De Agostini S.p.A. (a company incorporated in Italy as a società per azioni), its Subsidiaries or B&D Holding, or any other entity; provided that in each case, it is controlled by one or more of the beneficial holders, provided further that for the purposes of this definition, an entity or B&D Holding shall be treated as being controlled, directly or indirectly, by any such holder(s) if the latter (whether by way of ownership of shares, proxy, contract, agency or otherwise) have or has (as applicable) the power to (i) appoint or remove all, or the majority, of its directors or other equivalent officers or (ii) direct its operating and financial policies.  For the purpose of this definition, “beneficial holder” means each of the beneficial holders that directly or indirectly control B&D Holding as at 4 November 2014 (an “original beneficial holder”) and any spouse, legal or testamentary heir, legal or testamentary executor and legal or testamentary administrator of an original beneficial holder.

“Prohibited Jurisdiction” means:

(a)the United States of America, Hong Kong, Israel and Turkey;

(b)any jurisdiction in which a licence is required to conduct online gaming activities and in which the Group does not possess the relevant licence; and

(c)each other jurisdiction which the Group reasonably believes, based on advice of reputable and experienced counsel, prohibits, or is reasonably capable of enforcing against any member of the Group prohibitions on, internet gaming.

“Protected Party” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Public Debt Rating” means each solicited long-term credit rating of the Parent issued by a Rating Agency for an issue of debt or debt securities issued or guaranteed by, the Parent, where such rating is based primarily on the unsecured credit risk of the Parent.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding US$10,000,000 at the time the relevant Guarantee or grant of the relevant Security becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible

39

contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualifying Lender” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Quasi-Security” has the meaning given to it in Clause 28.7 (Negative pledge).

“Quotation Day” means:

(a)the second TARGET Day before the first day of a Revolving Facility for a Loan denominated in Euro; or

(b)the second Business Day before the first day of a Revolving Facility for a Loan denominated in any currency other than Euro.

“Rating Agencies” means Fitch, Moody’s and S&P and “Rating Agency” means any of them.

“Real Property” means:

(a)any freehold, leasehold or immovable property; and

(b)any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

“Recovering Finance Party” has the meaning given to Clause 34.1 (Payments to Finance Parties).

“Regulation T”, “Regulation U” or “Regulation X” means Regulation T, U or X, as the case may be, of the Board of Governors of the Federal Reserve System of the United States, as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund” in relation to a trust, fund or other entity (the “first fund”), means another trust, fund or other entity which has the same fund manager or asset manager as is owned by the same person as the first trust, fund or other entity.

“Related Parties” means, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such person and of such person’s Affiliates.

“Relevant Interbank Market” means, in relation to Euro, the European interbank market and, in relation to any other currency, the London interbank market.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a)its jurisdiction of incorporation; and

(b)any jurisdiction where it conducts its business.

“Relevant Sub-Participant” means any sub-participant who, under Italian law or the application of the Organization for Economic Cooperation and Development’s guidance relating to the meaning of “beneficial ownership” as set out in the Organization for Economic Cooperation and Development’s Model Tax Convention (as amended from time to time), is

40

required to be treated for tax purposes as the beneficial owner of any interest payable under any Finance Document.

“Relevant Tax Jurisdiction” means, in relation to any Obligor, the jurisdiction where it is resident, or deemed to be resident for Tax purposes.

“Renewal Request” means a written notice delivered to the Agent in accordance with Clause 6.8 (Renewal of a Letter of Credit).

“Repeating Representations” means the representations in Clauses 25.2 (Status) to 25.7 (Governing Law and enforcement) (inclusive), Clause 25.10 (No Default), Clause 25.11 (No Misleading information), Clause 25.13 (No proceedings pending or threatened), Clause 25.16 (US Government Regulations), Clause 25.17 (ERISA), Clause 25.20 (US Anti-Terrorism Laws), Clause 25.21 (US Margin Regulations), Clause 25.22 (Sanctions, Anti-Corruption and other laws), and Clause 25.23 (Gaming).

“Replacement Lender” has the meaning given to it in Clause 42.3(c) (Replacement of Lender);

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Rescission Payments” mean any payments which GTECH is required to make to its shareholders in connection with the exercise of the right of rescission (recesso) by its shareholders in the context of the Holdco Merger.

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Restricted Payment” means a Distribution, a Share Buy Back or a Shareholder Payment.

“Retiring Guarantor” has the meaning given to it in Clause 24.9 (Release of Guarantors’ right of contribution).

“Revolving Facility” means Revolving Facility A or Revolving Facility B.

“Revolving Facility A” means the revolving credit facility made available under this Agreement as described in paragraph (a)(i) of Clause 2.1 (The Facilities).

“Revolving Facility B” means the revolving credit facility made available under this Agreement as described in paragraph (a)(ii) of Clause 2.1 (The Facilities).

“Revolving Facility A Commitment” means:

(a)in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Revolving Facility A Commitment” in Part II (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other Revolving Facility A Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount in the Base Currency of any Revolving Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

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“Revolving Facility A Loan” means a loan made or to be made under Revolving Facility A or the principal amount outstanding for the time being of that loan.

“Revolving Facility B Commitment” means:

(a)in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Revolving Facility B Commitment” in Part IIA or Part IIB (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any Revolving Facility B Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount in the Base Currency of any Revolving Facility B Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Revolving Facility B Loan” means a loan made or to be made under Revolving Facility B or the principal amount outstanding for the time being of that loan.

“Revolving Facility Commitment” means a Revolving Facility A Commitment or a Revolving Facility B Commitment;

“Revolving Facility Loan” means a Revolving Facility A Loan or a Revolving Facility B Loan.

“Rollover Loan” means one or more Loans:

(a)made or to be made on the same day that:

(i)a maturing Loan is due to be repaid; or

(ii)a demand by the Agent pursuant to a drawing in respect of a Letter of Credit is due to be met;

(b)the aggregate amount of which is equal to or less than the maturing Loan or the relevant claim in respect of that Letter of Credit;

(c)in the same currency as the maturing Loan (unless Clause 10.2 (Unavailability of a currency) applies) or the relevant claim in respect of that Letter of Credit; and

(d)made or to be made to the same Borrower for the purpose of:

(i)refinancing that maturing Loan; or

(ii)satisfying the obligations of the relevant Borrower to pay the amount of a claim under the Letter of Credit to the Agent for the Issuing Agent (as agent for each of the Lenders).

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by a Sanctions Authority.

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“Sanctions Authority” means (i) the US government; (ii) the European Union; (iii) the United Kingdom; (v) the respective governmental institutions and agencies of any of the foregoing, including without limitation, OFAC, the US Department of State and Her Majesty’s Treasury; or (vi) the United Nations Security Council.

“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, North Sudan, South Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any person listed in any Sanctions-related list of designated persons maintained by a Sanctions Authority, (b) any person operating, organized or resident in a Sanctioned Country or (c) any person owned or controlled by any such person or persons.

“Screen Rate” means:

(a)in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate); and

(b)in relation to EURIBOR, the euro interbank offered rate administered by the Banking Federation of the European Union (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate),

or in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters.  If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Parent.

“Security” means a mortgage, charge, lien, encumbrance, pledge or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Self-Declaration Form” means the self-declaration form substantially in the form set out in Schedule 16 (Self Declaration Form) of this Agreement.

“Security Documents” has the meaning given to that term in Clause 28.23 (Security following Date Ratings Decrease).

“Separate Loan” has the meaning given to that term in Clause 9 (Repayment).

“Share Buy Back” means the redemption, repurchase, defeasement, retirement or repayment of any of the Parent’s share capital (including under any transaction pursuant to which shares issued to a third party are taken back into treasury) or the resolving to do so.

“Shareholder Payment” means the payment of any management, advisory or other fee to or to the order of any of the shareholders of the Parent.

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“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that:

(a)is maintained for employees of any Obligor or any ERISA Affiliate and no person other than the Obligors and the ERISA Affiliates; or

(b)was so maintained and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Special Notice Currency” means, at any time, an Optional Currency other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“Specified Lender” means any Lender that notifies the relevant Borrower and the Agent that it is a Specified Lender.

“Specified Time” means a time determined in accordance with Schedule 9 (Timetables — Loans — Notices to the Agent).

“Structure Memorandum” means the “Project Cleopatra Structure Memorandum”, together with the annexes, dated 31 October 2014, as may be updated from time to time to reflect the implementation of the Transactions subject to the provisions of Clause 28.26 (Structure Memorandum).

“Subrogation Rights” has the meaning given to it in paragraph (a)(ii) of Clause 24.8 (Deferral of Guarantor’s rights).

“Subsidiary” means, in relation to any company, corporation or other legal entity (a “holding company”), a company, corporation or other legal entity:

(a)which is controlled, directly or indirectly, by the holding company;

(b)more than half the issued share capital of which is beneficially owned directly or indirectly by the holding company;

(c)which is a subsidiary of another Subsidiary of the holding company; or

(d)whose financial statements are in accordance with applicable law and generally accepted accounting principles applicable to the Parent consolidated with those of that company or corporation.

For the purposes of this definition, a company or corporation shall be treated as being controlled by another entity if the latter (whether by way of ownership of shares, proxy, contract, agency or otherwise) has the power to (a) appoint or remove all, or the majority, of its directors or other equivalent officers or (b) direct its operating and financial policies.

“Super Majority Lenders” means a Lender or Lenders whose Revolving Facility Commitments aggregate more than eighty five per cent. (85%) of the Total Facility Commitments (or, if the Total Facility Commitments have been reduced to zero, aggregated more than eighty five per cent. (85%) of the Total Facility Commitments immediately prior to that reduction).

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“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Agent’s Fee Letter” means the fee letter dated on or about the date of this Agreement between the Swingline Agent and the Borrowers.

“Target” means International Game Technology, a corporation organised under the laws of Nevada.

“Target Accession Date” means such date on which, following the completion of the Mergers, Target accedes to this Agreement as an Additional Borrower pursuant to Clause 31.2 (Additional Obligors).

“Target Merger” means the series of transactions which consist principally of the merger of Target Merger Sub with and into Target, in accordance with the steps set out in the Structure Memorandum.

“Target Merger Sub” means Georgia Worldwide Corporation, a corporation organized under the laws of Nevada and a wholly owned Subsidiary of Holdco.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payment in Euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Tax Deduction” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Tax Payment” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Term” means each period determined under this Agreement for which the Issuing Agent (as agent for each of the Lenders) or any Lender is under a liability under a Letter of Credit.

“Terminated Lender” has the meaning given to it in paragraph (d) of Clause 12.6 (Right of cancellation and repayment in relation to a single Lender or the Issuing Agent).

“Third Parties Act” has the meaning given to it in Clause 1.3 (Third Party Rights).

“Third Party Disposal” means the disposal of an Obligor to a person which is not a member of the Group (and the Borrowers have confirmed this is the case) where that disposal is permitted under Clause 28.8 (Disposals) or made with the approval of the Majority Lenders.

“Total Facility Commitments” means the aggregate of the Revolving Facility Commitments, being US$1,800,000,000 and €1,050,000,000  at the date of this Agreement.

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“Total Net Debt” has the meaning given to it in Clause 27.1 (Financial definitions).

“Total Net Interest Costs” has the meaning given to it in Clause 27.1 (Financial definitions).

“Total US Dollar Swingline Commitments” means the aggregate of the US Dollar Swingline Commitments, being US$100,000,000 at the date of this Agreement.

“Transactions” means the Italian Reorganisation and the Mergers.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrowers.

“Transfer Date” means, in relation to any assignment or transfer, the later of:

(a)the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuations in any rate or price including, for the avoidance of doubt, foreign exchange transactions; provided, however, that, with respect to any Guarantor, all obligations under Hedging Documents guaranteed by such Guarantor shall exclude all Excluded Swap Obligations.

“Treaty Lender” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“UK Borrower” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“UK Non-Bank Lender” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“UK Treaty Lender” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“UK Treaty State” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“United States Person” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US” and “United States” means the United States of America, its territories and possessions.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 of the United States.

“US Bankruptcy Law” means the United States Bankruptcy Code (Title 11 of the United States Code), any other United States federal or state bankruptcy, insolvency or similar law.

“US Borrower” has the meaning ascribed thereto in Clause 19.1 (Definitions).

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“US Dollars” or “US$” means the lawful currency for the time being of the United States of America.

“US Dollar Swingline Commitment” means:

(a)in relation to an Original US Dollar Swingline Lender, the amount in US Dollars set opposite its name under the heading “US Dollar Swingline Commitment” in Part IIB of Schedule 1 (The Original Parties) and the amount of any other US Dollar Swingline Commitment transferred to it under this Agreement; and

(b)in relation to any other US Dollar Swingline Lender, the amount of any US Dollar Swingline Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“US Dollar Swingline Facility” means the US Dollar swingline loan facility made available under this Agreement as described in Clause 11 (US Dollar Swingline Facility).

“US Dollar Swingline Lender” means:

(a)an Original US Dollar Swingline Lender; or

(b)any other person that becomes a US Dollar Swingline Lender after the date of this Agreement in accordance with Clause 30 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“US Dollar Swingline Loan” means a loan made or to be made under the US Dollar Swingline Facility or the principal amount outstanding for the time being of that loan.

“US Guarantor” means a Guarantor that is organized, incorporated or formed under the laws of the United States or any State thereof (including the District of Columbia).

“US Obligor” means a US Borrower or a US Guarantor.

“US Solvent” means, with respect to any person on a particular date, that on such date:

(a)the fair value of the property of such person and its Subsidiaries on a consolidated basis is greater than the total amount of liabilities, including contingent liabilities, of such person and its Subsidiaries on a consolidated basis;

(b)the present fair saleable value of the assets of such person and its Subsidiaries on a consolidated basis is not less than the amount that will be required to pay the liability of such person and its Subsidiaries on a consolidated basis on their debts as they become absolute and matured;

(c)such person and its Subsidiaries on a consolidated basis do not intend to, and do not believe that they will, incur debts or liabilities beyond the ability of such person and its Subsidiaries on a consolidated basis to pay such debts and liabilities as they mature; and

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(d)such person and its Subsidiaries on a consolidated basis are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the property of such person and its Subsidiaries on a consolidated basis would constitute an unreasonably small capital.

The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

For purposes of the foregoing, (i) “debt” means liability on a “claim” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“US Tax Obligor” means:

(a)a Borrower which is resident for tax purposes in the US; or

(b)an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

“Utilisation” means a Loan or a Letter of Credit (including a renewal of a Letter of Credit).

“Utilisation Date” means the date on which a Utilisation is made.

“Utilisation Request” means a notice substantially in the relevant form set out in Parts IA, IB or IC of Schedule 3 (Requests).

“VAT” means:

(a)any tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to the United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and supplemental legislation and regulations and, in relation to Italy, value add tax imposed by Presidential Decree No. 633 of 26 October 1972 and Legislative Decree No. 331 of 30 August 1993 and supplemental legislation and regulations); and

(b)any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or elsewhere.

“Website Lenders” has the meaning given to it in Clause 37.7 (Use of websites).

“Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

1.2Construction

(a)Unless a contrary indication appears, a reference in this Agreement to:

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(i)the “Agent”, any “Arranging Party”, any “Borrower”, any “Finance Party”, any “Guarantor”, and “Hedging Bank”, the “Issuing Agent”, any “Lender”, any “Obligor”, any “Party”, any “Swingline Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)a document in “agreed form” is a document which is on terms previously agreed in writing by or on behalf of the relevant Obligors and the Agent or, if not so agreed, is in the form agreed by or on behalf of the relevant Obligors and the Agent;

(iii)“assets” includes present and future properties, revenues and rights of every description (including, without limitation shares and receivables);

(iv)a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(v)“guarantee” means (other than in Clause 24 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vi)the words “including” and “in particular” shall be construed as illustrative and not as limiting the generality of any preceding words;

(vii)“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii)an “Interest Period” includes each period determined under this Agreement by reference to which interest on a US Dollar Swingline Loan is calculated;

(ix)a “Lender” includes a US Dollar Swingline Lender unless the context otherwise requires;

(x)a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(xi)“prepay” shall have the meaning given to it in Clause 6.1 (General);

(xii)a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation as well as guidelines or rules of conduct adopted by any member of the Group under applicable laws (including but not limited to “Modelli di organizzazione e gestione” and the

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“Codici Etici” provided for under Legislative Decree no. 231 dated June 8, 2001 of Italy);

(xiii)“repay” shall have the meaning given to it in Clause 6.1 (General);

(xiv)a Borrower providing “cash cover” for a Letter of Credit means that Borrower paying an amount in the currency of the Letter of Credit to an interest-bearing account located in London or New York in the name of the relevant Borrower over which security has been granted for the benefit of the relevant Issuing Agent and the following conditions are met:

(A)the account is with the Agent or an Affiliate (if the cash cover is to be provided for all the Lenders) or the Issuing Agent or an Affiliate; and

(B)subject to paragraph (b) of Clause 8.6 (Cash Cover by Borrower) withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit until no amount is or may be outstanding under that Letter of Credit; and

(C)the relevant Borrower has executed a security document, in form and substance satisfactory to the Agent or the Finance Party with which the account is held, creating a first ranking security interest over that account; and

unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at any such time, provided however, that with respect to any Letter of Credit that, by its terms, or the terms of any issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time;

(xv)the furtherance of any transaction that is not restricted under the terms of this Agreement shall, for the avoidance of doubt, be considered to fall within the general corporate purposes of the Group;

(xvi)a provision of law or regulation or an accounting standard is a reference to that provision or accounting standard as amended, replaced or re-enacted from time to time under applicable law or regulation;

(xvii)any reference to any consent to be given by any Finance Party shall be deemed to be given only to the extent the same is given in writing; and

(xviii)a time of day is a reference to London time unless otherwise stated.

(b)Section, Clause and Schedule headings are for ease of reference only.

(c)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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(d)A Default or an Event of Default is “continuing” if it has not been remedied or waived.

1.3Third party rights

(a)Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.

(b)Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

2.THE FACILITIES

2.1The Facilities

(a)Subject to the terms of this Agreement, the Lenders make available:

(i)to GTECH Corporation and, (A) within ten (10) Business Days following completion of the Holdco Merger, and upon accession in accordance with Clause 31.2 (Additional Obligors), Holdco, and (B) within ten (10) Business Days following completion of the Target Merger and upon accession in accordance with Clause 31.2 (Additional Obligors), Target, a multicurrency revolving credit facility in an aggregate amount equal to the Revolving Facility A Commitments, being US$1,800,000,000 at the date of this Agreement; and

(ii)to GTECH and, (A) within ten (10) Business Days following completion of the Italian Reorganisation and upon accession in accordance with Clause 31.2 (Additional Obligors), Italian Holdco, and (B) within ten (10) Business Days following completion of the Holdco Merger, and upon accession in accordance with Clause 31.2 (Additional Obligors), Holdco, a multicurrency revolving credit facility in an aggregate amount equal to the Revolving Facility B Commitments, being €1,050,000,000 at the date of this Agreement.

2.2Finance Parties’ rights and obligations

(a)The obligations of each Finance Party under the Finance Documents are several and not joint. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.  No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c)A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

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2.3Obligors’ Agent

(a)Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter irrevocably appoints the Parent to act on its behalf as the Obligors’ Agent in relation to the Finance Documents and irrevocably authorises:

(i)the Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Letter, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii)each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Obligors’ Agent,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it.  In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

2.4Lender Affiliates and Facility Office

(a)In respect of a Utilisation or Utilisations to a particular Borrower (“Designated Loans”) a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Agent and the Parent):

(i)a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility Office”); or

(ii)nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”).

(b)A notice to nominate a Substitute Affiliate Lender must be delivered in the form set out in Schedule 15 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming that it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender.

(c)The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the

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Agent and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender.  In particular the Revolving Facility Commitments of the Designating Lender will not be treated as reduced by the designation of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents.

(d)Save as mentioned in paragraph (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.

(e)A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Parent; provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender.  Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.

(f)If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause 2.4:

(i)any Substitute Affiliate Lender shall be treated for the purposes of Clause 19.2(d)(i) (Tax gross-up) as having become a Lender on the date of this Agreement; and

(ii)the provisions of Clause 30.2(e) (Conditions of Assignment or Transfer) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender.

3.PURPOSE

3.1Purpose

Each Borrower shall apply all amounts borrowed by it under the Facilities towards the general corporate purposes of the Group including, without limitation, the refinancing of Existing Indebtedness.

3.2Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.CONDITIONS OF UTILISATION

4.1Initial conditions precedent

(a)Subject to paragraph (b) below, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) which documents,

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shall be in form and substance satisfactory to the Agent.  The Agent shall notify each Borrower, the Parent and the Lenders promptly upon being so satisfied.

(b)Without prejudice to paragraph (a) above, Wells Fargo Bank, NA will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation the Target Accession Date has occurred.

(c)For the avoidance of doubt, save for the purposes of Clause 42.2 (Exceptions) and for the definition of “Original Lenders”, Wells Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Agreement after the Target Accession Date has occurred and shall not have any liability in respect of any Utilisations requested prior to the Target Accession Date or any claims under any indemnity or loss sharing provisions under this Agreement in each case in relation to any Utilisations requested or made prior to the Target Accession Date.

4.2Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation), if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan, and in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and

(b)the Repeating Representations to be made by each Obligor are true in all material respects.

4.3Conditions relating to Optional Currencies

(a)A currency will constitute an Optional Currency in relation to a Revolving Facility A Utilisation if it is in Euro, Pounds Sterling or another currency agreed to by all Lenders.

(b)A currency will constitute an Optional Currency in relation to a Revolving Facility B Utilisation if it is in US$, Pounds Sterling or another currency agreed to by all Lenders.

(c)A currency will constitute an Optional Currency in relation to a Letter of Credit Utilisation if with respect to a Letter of Credit issued under Facility A, it is in Euro or Pounds Sterling, or, with respect to a Letter of Credit issued under Facility B, it is in US Dollars or Pounds Sterling, or in either case it has been approved by the Issuing Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that Utilisation.

(d)If the Issuing Agent has received a written request from a Borrower for a currency to be approved under paragraph (c) above, the Agent will confirm to such Borrower by the Specified Time:

(i)whether or not the Lenders have granted their approval; and

(ii)if approval has been granted, the minimum amount for any subsequent Utilisation in that currency.

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4.4Maximum number of Utilisations

(a)A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 26 or more Revolving Facility A Utilisations or 26 or more Revolving Facility B Utilisations would be outstanding.

(b)Any Loan made by a single Lender under Clause 10.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

(c)Any Separate Loan shall not be taken into account in this Clause 4.4.

4.5Conditions precedent to the signing date

Each Party acknowledges that it has received, on or prior to the signing date of this Agreement, notification from the Agent whereby the Agent confirms that it has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions Precedent) and that such documents and other evidence are in form and substance satisfactory to it.

5.UTILISATION — REVOLVING FACILITY LOANS

5.1Delivery of a Utilisation Request

The Borrowers may utilise a Revolving Facility by delivery to the Agent of a duly completed Utilisation Request, in each case not later than at the times specified below.

5.2Completion of a Utilisation Request for Revolving Facility Loans

(a)Each Utilisation Request for a Revolving Facility A Loan shall be made upon a Borrower’s notice to the Agent. Each such notice must be received by the Agent no later than 9:00 a.m. (New York time) three (3) Business Days prior to the requested date of any borrowing of Revolving Facility A Loans denominated in the Base Currency.

(b)Each Utilisation Request for a Revolving Facility B Loan shall be made upon a Borrower’s notice to the Agent. Each such notice must be received by the Agent no later than 11:00 a.m. (London time) three (3) Business Days prior to the requested date of any borrowing of Revolving Facility B Loans denominated in the Base Currency.

(c)Each Utilisation Request for a Revolving Facility Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)it identifies the Facility to be utilised;

(ii)the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iii)the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

(iv)the proposed Interest Period complies with Clause 16 (Interest Periods); and

(v)only one Utilisation may be requested in a Utilisation Request.

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5.3Currency and amount

(a)The currency specified in a Utilisation Request must be in relation to the Facilities, the Base Currency or an Optional Currency.

(b)The amount of the proposed Utilisation is:

(i)         with respect to Revolving Facility A, if the currency selected is the Base Currency, a minimum of US$5,000,000 or, if the currency selected is an Optional Currency, the applicable equivalent of US$5,000,000 in the relevant Optional Currency, or, in either case, if less, the Available Revolving Facility; or

(ii)      with respect to Revolving Facility B, if the currency selected is the Base Currency, a minimum of €5,000,000 or, if the currency selected is an Optional Currency, the applicable equivalent of €5,000,000 in the relevant Optional Currency, or, in either case, if less, the Available Revolving Facility.

5.4Lenders’ participation

(a)If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Revolving Facility Loan available by the Utilisation Date through its Facility Office not later than:

(i)          1:00 p.m. (London time) on the Utilisation Date for Revolving Facility Loans denominated in the Base Currency or an Optional Currency other than Dollars; or

(ii)      1:00 p.m. (New York time) on the Utilisation Date for Revolving Facility Loans denominated in Dollars.

(b)The amount of each Lender’s participation in each Revolving Facility Loan will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to making the Revolving Facility Loan.

(c)The Agent shall determine the Base Currency Amount of each Revolving Facility Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each Revolving Facility Loan and the amount of its participation in that Loan by the Specified Time.

6.UTILISATION — LETTERS OF CREDIT

6.1General

(a)Any reference in this Agreement to:

(i)the Interest Period of a Letter of Credit will be construed as a reference to the Term of that Letter of Credit;

(ii)an amount borrowed includes any amount utilised by way of Letter of Credit;

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(iii)a Utilisation made by or to be made to a Borrower includes a Letter of Credit issued (or renewed) on its behalf;

(iv)a Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit;

(v)amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit;

(vi)an outstanding amount of a Letter of Credit means at any time, unless otherwise specified herein, the US Dollar amount for Revolving Facility A and Euro amount for Revolving Facility B (or the equivalent amount thereof in US Dollars or Euro as determined by the Agent or the Issuing Agent for Revolving Facility A and Revolving Facility B, respectively, as the case may be, at such time on the basis of the Agent’s Spot Rate of Exchange for the purchase of US Dollars or Euro for Revolving Facility A and Revolving Facility B, respectively with such Optional Currency) the greater of the maximum amount that is or may be payable by the relevant Borrower, the Issuing Agent or the relevant Lenders, as the case may be under or in connection with that Letter of Credit at that time; provided that for the purposes of this calculation with respect to any Letter of Credit that, by its terms or the terms of any documents related thereto, provides for one or more automatic increases in the stated amount thereof, the notional amount of such Letter of Credit itself shall be deemed to be such US Dollars or Euro equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time;

(vii)“L/C Participation Amount” means, in relation to a Lender in respect of any Letter of Credit, the commitment of that Lender to the beneficiary under that Letter of Credit as defined in the relevant Letter of Credit.

(viii)“L/C Proportion” means, in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by such Lender’s Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by such Lender.

(ix)“L/C Schedule” means a schedule or appendix to a Letter of Credit detailing the Lenders’ L/C Participation Amounts and Participation Percentages under that Letter of Credit as may be adjusted from time to time in accordance with Clause 6.9 (Adjusted Letter of Credit Schedule).

(x)“Loss Share Date” means, at any time after any amount has become payable to the beneficiary under a Letter of Credit, any date on which any amount due and owing to a Lender in respect of a claim under a Letter of Credit in relation to that payment has not been repaid or discharged.

(xi)“Loss Share Proportion” means, in respect of a Lender and a Loss Share Date, the aggregate of its L/C Participation Amounts under all outstanding Letters of Credit as a proportion of the aggregate of the L/C Participation Amounts of all Lenders under all outstanding Letters of Credit.

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(xii)a Borrower “repaying” or “prepaying” a Letter of Credit means:

(A)that Borrower providing cash cover for that Letter of Credit;

(B)the maximum amount payable under the Letter of Credit being reduced in accordance with its terms; or

(C)the Issuing Agent being satisfied that neither it (acting as agent for each of the Lenders) nor any Lender has any further liability under that Letter of Credit,

and the amount by which a Letter of Credit is repaid or prepaid under sub-paragraphs (xii)(A) and (xii)(B)above is the amount of the relevant cash cover or reduction.

(b)Clause5 (Utilisation — Loans) does not apply to a Utilisation by way of Letter of Credit.

(c)In determining the amount of the Available Revolving Facility and a Lender’s L/C Proportion with respect to either Revolving Facility of a proposed Letter of Credit for the purposes of this Agreement the Available Revolving Commitment of a Lender will be calculated ignoring any cash cover provided for outstanding Letters of Credit and adjusting to reflect any assignment or transfer under this Agreement to or by the relevant Lender.

6.2Guarantee Sub-limit

Each Revolving Facility may be utilised by way of Letters of Credit up to an aggregate maximum amount equal to the relevant Guarantee Sub-limit.

6.3Delivery of a Utilisation Request for Letters of Credit

A Borrower may request a Letter of Credit to be issued by delivery to the Agent of a duly completed Utilisation Request substantially in the form of Part IB of Schedule 3 (Utilisation Request - Letters of Credit) not later than the Specified Time.

6.4Completion of a Utilisation Request for Letters of Credit

Each Utilisation Request for a Letter of Credit under either Revolving Facility is irrevocable and will not be regarded as having been duly completed unless:

(a)it specifies that it is for a Letter of Credit;

(b)it specifies the Revolving Facility to be utilised;

(c)the proposed Utilisation Date is a Business Day within the Availability Period;

(d)the currency and amount of the Letter of Credit comply with Clause 6.5 (Currency and amount);

(e)the form of Letter of Credit is attached;

(f)the Expiry Date of the Letter of Credit falls on or before the date which is three hundred and sixty five (365) days after the Utilisation Date and in any event on or prior to the

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Final Maturity Date, which shall include Letters of Credit which are by their terms automatically renewable subject to Clause 6.8 (Renewal of a Letter of Credit);

(g)the identity of the beneficiary is specified and such beneficiary is:

(i)      a beneficiary approved for this purpose by the Issuing Agent (acting on the instructions of all the Lenders under the Revolving Facility to be utilised, in turn acting reasonably); and

(ii)       incorporated in a country or otherwise exists under the laws of a country in respect of which there is no policy, law or regulation applicable to the Issuing Agent or any Lender which would restrict the Issuing Agent or any Lender from entering into and performing the transactions contemplated by the Letter of Credit;

(h)the delivery instructions for the Letter of Credit are specified; and

(i)such other matters as the Issuing Agent may require (acting reasonably) are included.

In the case of a request for an amendment of any outstanding Letter of Credit, such Utilisation Request shall specify (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); and (iii) the nature of the proposed amendment.

6.5Currency and amount

(a)The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

(b)The amount of the proposed Letter of Credit must be an amount that is not more than the Available Revolving Facility and which:

(i)if the currency selected is US Dollars, is a minimum of US$50,000 for Revolving Facility A or, if less, the Available Revolving Facility A; or

(ii)if the currency selected is Euro, is a minimum of €50,000 for Revolving Facility B or, if less, the Available Revolving Facility B; or

(iii)if the currency selected is an Optional Currency other than US Dollars or Euro, is the minimum amount (and if required, integral multiple) specified by the Agent pursuant to paragraph (d)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Revolving Facility,

or such other amount as the Agent may agree.

(c)The amount of a proposed Letter of Credit issued under Revolving Facility A must be an amount the Base Currency Amount of which is not more than the Available Revolving Facility for Facility A and which when aggregated with the Base Currency Amount of all other Letters of Credit then in issue under Revolving Facility A does not exceed the Guarantee Sub-limit.

(d)The amount of a proposed Letter of Credit issued under Revolving Facility B must be an amount the Base Currency Amount of which is not more than the Available Revolving Facility for Facility B and when aggregated with the Base Currency Amount of all other

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Letters of Credit then in issue under Revolving Facility B does not exceed the Guarantee Sub-limit.

6.6Form of Letters of Credit

(a)Letters of Credit may be in any form requested by a Borrower and agreed by the Issuing Agent from time to time; provided that if the form does not comply in substance with the minimum requirements set out in the following provisions of this Clause 6.6 then the form shall require the prior approval of all Lenders under the relevant Revolving Facility to be utilised.

(b)The form of Letters of Credit must comply with the following minimum requirements:

(i)it must specify the names, addresses and commitments of the Lenders and clearly state that it is issued and the relevant undertakings are given by the Lenders though the Letter of Credit may be signed or provided by the Issuing Agent as agent for the Lenders;

(ii)it must specify the name of the applicant and the beneficiary, the maximum amount, the provisions for the delivery of demands and the Expiry Date;

(iii)it must expressly provide that the obligations of the Lenders under the Letter of Credit are several, not joint, and no Lender shall be required to pay an amount exceeding its respective commitment set out in the Letter of Credit;

(iv)it must expressly provide that the Issuing Agent signs the Letter of Credit as agent for the Lenders only and accordingly shall be under no obligation to the beneficiary thereunder; and

(v)it must contain satisfactory provisions for expiry and release of the Lenders’ obligations under the Letter of Credit and, where appropriate, for return of the original instrument to the Issuing Agent.

6.7Issue of Letters of Credit

(a)If the conditions set out in this Agreement have been met (including those set out in Clause 4.2), the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) shall issue the Letter of Credit on the Utilisation Date.

(b)The Issuing Agent will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:

(i)in the case of a Letter of Credit renewed in accordance with Clause 6.8 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation;

(ii)the Repeating Representations to be made by each Obligor are true in all material respects.

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(c)The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of the Letter of Credit.

(d)The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit.

(e)The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Agent and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.

(f)A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires).

(g)Wells Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

6.8Renewal of a Letter of Credit

(a)A Borrower may request any Letter of Credit issued on its behalf be renewed by delivery to the Agent of a Renewal Request by the Specified Time, and with respect to any Letter of Credit which is by its terms deemed to be automatically extended, such Letter of Credit shall be so renewed subject to the terms thereof.

(b)The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the conditions set out in paragraphs (e) and (h) of Clause 6.4 (Completion of a Utilisation Request for Letters of Credit) shall not apply.

(c)The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

(i)its amount may be less than the amount of the Letter of Credit immediately prior to its renewal; and

(ii)its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.

(d)Subject to paragraph (e) below, if the conditions set out in this Agreement have been met, the Issuing Agent shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.

(e)The Issuing Agent and the Lenders under the Revolving Facility to be utilised will be under no obligation to renew a Letter of Credit if they consider, acting reasonably, that the conditions or the process for renewal involve a risk of double exposure at any given time, in which case the Issuing Agent may require comfort (including in the form of the provision of

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cash cover, counter-indemnities or return of the original instrument to the Issuing Agent) as a condition precedent to granting such renewal.

6.9Adjusted Letter of Credit Schedule

(a)The Issuing Agent is authorised and is instructed to deliver to the beneficiary an adjusted L/C Schedule for any Letter of Credit to reflect the obligations of a Lender in relation to an issued Letter of Credit including after any transfer or assignment under Clause 30 (Changes to the Lenders).

(b)Any adjusted L/C Schedule provided to the beneficiary under paragraph (a) above shall be effective; provided that:

(i)the aggregate L/C Participation Amounts are no less than the aggregate L/C Participation Amounts under the L/C Schedule which it replaces;

(ii)no Lender’s exposure increases under any adjusted L/C Schedule unless such increase is in connection with an increase in its Revolving Facility Commitment (and Participation Amount) following an assignment or transfer under Clause 30 (Changes to the Lenders); and

(iii)the adjusted L/C Schedule is dated and includes the reference number of the Letter of Credit to which it applies.

6.10Revaluation of Letters of Credit

(a)If any Letter of Credit is denominated in an Optional Currency, the Agent shall, at the end of each Financial Quarter, or on any other date as determined by the Issuing Agent, recalculate the Base Currency Amount of that Letter of Credit by notionally converting into the Base Currency the outstanding amount of that Letter of Credit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation.

(b)If, following any calculation of a Base Currency Amount under paragraph (a) above, the Revolving Facility Utilisations which are Letters of Credit exceed one hundred and two per cent. (102%) of the relevant Guarantee Sub-limit the Borrowers shall ensure that, by the last day of the shortest Interest Period currently applicable to any Loan following such adjustment to the Base Currency Amount, sufficient Letters of Credit are prepaid (by way of the provision of cash cover, such cash cover to be credited to the Cash Collateral Account, or reduction in the face-value amounts of Letters of Credit) so that the Base Currency Amount of the Revolving Facility Utilisations which are Letters of Credit under the affected Revolving Facility does not exceed one hundred per cent. (100%) of the relevant Guarantee Sub-limit.

7.UTILISATION - US DOLLAR SWINGLINE LOANS

7.1General

(a)Clause 4.2 (Further conditions precedent) and Clause 4.34.3 (Conditions relating to Optional Currencies);

(b)Clause 5 (Utilisation — Revolving Facility Loans);

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(c)Clause 10 (Optional Currencies);

(d)Clause 15 (Interest) as it applies to the calculation of interest on a Loan but not default interest on an overdue amount;

(e)Clause 16 (Interest Periods); and

(f)Clause 17 (Changes to the calculation of interest),

do not apply to US Dollar Swingline Loans.

7.2Delivery of a Utilisation Request for US Dollar Swingline Loans

(a)A Borrower may utilise the US Dollar Swingline Facility by delivery to the Agent and the Swingline Agent of a duly completed Utilisation Request not later than the Specified Time.

(b)Each Utilisation Request for a US Dollar Swingline Loan must be sent to the Agent and the Swingline Agent to the address, fax number or, electronic mail address or other destination notified by the Agent and the Swingline Agent for this purpose with a copy to its address, fax number or electronic mail address or such other destination referred to in Clause 37 (Notices).

7.3Completion of a Utilisation Request for US Dollar Swingline Loans

(a)Each Utilisation Request for a US Dollar Swingline Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)it identifies the Borrower;

(ii)it specifies that it is for a US Dollar Swingline Loan;

(iii)the proposed Utilisation Date is a New York Business Day within the Availability Period applicable to Revolving Facility A;

(iv)the US Dollar Swingline Loan is denominated in US Dollars;

(v)the amount of the proposed US Dollar Swingline Loan is not more than the Available US Dollar Swingline Facility and is a minimum of US$5,000,000 or, if less, the Available US Dollar Swingline Facility; and

(vi)the proposed Interest Period:

(A)does not extend beyond the Termination Date applicable to Revolving Facility A;

(B)is a period of not more than five (5) New York Business Days; and

(C)ends on a New York Business Day.

(b)Only one US Dollar Swingline Loan may be requested in each Utilisation Request.

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7.4US Dollar Swingline Lenders’ participation

(a)If the conditions set out in this Agreement have been met, each US Dollar Swingline Lender shall make its participation in each US Dollar Swingline Loan available to the Swingline Agent through its Facility Office.

(b)The US Dollar Swingline Lenders will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)no Default is continuing or would result from the proposed Utilisation; and

(ii)the Repeating Representations to be made by each Obligor are true in all material respects.

(c)The amount of each US Dollar Swingline Lender’s participation in each US Dollar Swingline Loan will be equal to the proportion borne by its Available US Dollar Swingline Commitment to the Available US Dollar Swingline Facility immediately prior to making the US Dollar Swingline Loan, adjusted to take account of any limit applying under Clause 7.5 (Relationship with Revolving Facility A).

(d)The Swingline Agent shall notify the Agent and each US Dollar Swingline Lender of the amount of each US Dollar Swingline Loan and its participation in that US Dollar Swingline Loan by the Specified Time.

(e)For the avoidance of doubt, nothing in this Agreement shall oblige the Swingline Agent to make a US Dollar Swingline Loan available to a Borrower on behalf of any US Dollar Swingline Lender that has failed to make its participation in such US Dollar Swingline Loan available to the Swingline Agent in accordance with this Clause 7.4.

(f)The Swingline Agent shall inform the US Dollar Swingline Lenders and the Agent from time to time regarding the balance of the unutilised US Dollar Swingline Commitments and each US Dollar Swingline Lender shall provide the Swingline Agent and the Agent, upon its reasonable request, with confirmation of the amount of outstanding US Dollar Swingline Loans advanced by it at such time.

7.5Relationship with Revolving Facility A

(a)This Clause 7.5 applies when a US Dollar Swingline Loan is outstanding or is to be borrowed.

(b)Revolving Facility A may be used by way of US Dollar Swingline Loans. The US Dollar Swingline Facility is not independent of Revolving Facility A.

(c)Notwithstanding any other term of this Agreement a Lender is only obliged to participate in a Revolving Facility A Loan or a US Dollar Swingline Loan to the extent that it would not result in the Base Currency Amount of its participation and that of a Lender which is its Affiliate in the Revolving Facility A Loans and US Dollar Swingline Loans exceeding its Overall Facility A Commitment.

(d)Where, but for the operation of paragraph (c) above, a Lender’s participation and that of a Lender which is its Affiliate in the Revolving Facility A Loans and US Dollar Swingline Loans would have exceeded its Overall Facility A Commitment, the excess will be

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apportioned among the other Lenders required under this Agreement to make available a participation in the relevant Loan pro rata according to their relevant Commitments. This calculation will be applied as often as necessary until participations in the relevant Loan are apportioned among the relevant Lenders in a manner consistent with paragraph (c) above.

(e)Nothing in this Clause 7.5 shall be construed so as to require a Lender that is not a US Dollar Swingline Lender to participate in a US Dollar Swingline Loan.

7.6Cancellation of US Dollar Swingline Commitment

The US Dollar Swingline Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Revolving Facility A.

8.LETTERS OF CREDIT

8.1Immediately payable

If a Letter of Credit or any amount outstanding under a Letter of Credit becomes immediately payable, the relevant Borrower under the Revolving Facility to which such Letter of Credit relates shall repay or prepay that amount immediately.

8.2Assignments and transfers

(a)For the avoidance of doubt, the consent of the Issuing Agent is not required for any assignment or transfer of any Lender’s rights or obligations under a Revolving Facility.

(b)If the conditions and procedure for transfer specified in Clause 30 (Changes to the Lenders) are satisfied, then on the Transfer Date the Issuing Agent and the New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights or obligations acquired or assumed by it as a result of the transfer and to that extent the Issuing Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement.

8.3Claims under a Letter of Credit

(a)Where a claim is made or purported to be made under a Letter of Credit and which appears on its face to be in order (a “Syndicated L/C Claim”):

(i)the Issuing Agent shall promptly and in any event within two (2) Business Days of the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim;

(ii)each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary) shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit;

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(iii)the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and

(iv)the relevant Borrower shall immediately on demand pay to the Issuing Agent for the Lenders an amount equal to the amount of any Syndicated L/C Claim.  For the avoidance of doubt this obligation shall be unaffected by the Termination Date.

(b)Each relevant Borrower acknowledges that the Issuing Agent and each Lender:

(i)is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

(ii)deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(c)The obligations of the Borrowers under this Clause 8.3 will not be affected by:

(i)the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii)any incapacity of, or limitation on the powers of, any person signing a claim or other document.

8.4Issuing Agent’s Authorisation

Each Lender hereby unconditionally and irrevocably authorises the Issuing Agent to prepare and complete each Letter of Credit, in the manner contemplated by the relevant Utilisation Request and this Agreement and substantially in the form attached to this Agreement, and to sign each Letter of Credit on its behalf and issue the same to the relevant beneficiary. Such authorisation shall be deemed to be confirmed in respect of each Letter of Credit issued, or to be issued, pursuant to this Agreement and in respect of each Lender on the date on which such Letter of Credit is issued.

8.5Indemnities

Each Borrower shall immediately on demand indemnify the Issuing Agent and each Lender against any cost, loss or liability incurred by the Issuing Agent or by the Lender (in each case, otherwise than by reason of the Issuing Agent’s or Lender’s own gross negligence or wilful misconduct) in acting as the Issuing Agent or as a Lender (as the case may be) under any Letter of Credit issued under a Revolving Facility including, without limitation, arising in connection with:

(a)issuing or maintaining outstanding a Letter of Credit;

(b)funding, making arrangements to fund, or failing to fund or make arrangements to fund, payments under or in connection with a Letter of Credit; and

(c)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

8.6Cash cover by Borrower

(a)If a Lender fails to honour its obligations under Clause 8.3 or notifies the Issuing Agent that it will not honour its obligations under Clause 8.3 (Claims under a Letter of Credit) and the

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Issuing Agent notifies the Parent (with a copy to the Agent) that it requires the relevant Borrower of the relevant Letter of Credit or proposed Letter of Credit to provide cash cover to an account with the Issuing Agent in an amount equal to such Lender’s L/C Proportion of the outstanding amount of that Letter of Credit and in the currency of that Letter of Credit then that Borrower shall do so within four (4) Business Days after the notice is given.

(b)Notwithstanding paragraph (a)(vii) of Clause 6.1 (General), the Issuing Agent shall agree to the withdrawal of amounts up to the level of that cash cover from the account if the relevant Lender’s obligations in respect of the relevant Letter of Credit are transferred to a New Lender in accordance with the terms of this Agreement.

(c)To the extent that a Borrower has complied with its obligations to provide cash cover in accordance with this Clause 8.6, the relevant Lender’s L/C Proportion in respect of that Letter of Credit will remain (but such Lender’s obligations in relation to that Letter of Credit may be satisfied in accordance with Clause 6.1 (General)).  However, the relevant Borrower will be obliged to pay any Letter of Credit Fee in relation to the relevant letter of credit to the Agent (for the account of and for distribution to the relevant Lenders) but the relevant Borrower shall not be obliged to pay any Letter of Credit Fee in relation to the relevant letter of credit to the relevant Lender.

(d)The relevant Issuing Agent shall promptly notify the Agent of the extent to which a Borrower provides cash cover pursuant to this Clause 8.6 and of any change in the amount of cash cover so provided.

8.7Rights of contribution

No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 8.

8.8Loss sharing

(a)If, at any time after any amount has become payable to the beneficiary under a Letter of Credit, for any reason any amount due and owing to a Lender under the Finance Documents in respect of that claim has not been paid or discharged and any resulting unpaid amount is not shared among the Lenders of the relevant Revolving Facility pro rata to their Loss Share Proportions in respect of such Revolving Facility, the Lenders shall make such payments between themselves as the Agent shall require to ensure that, after taking into account such payments, any such amount is shared between the relevant Lenders pro rata to their Loss Share Proportions.

(b)If a Lender (the “Paying Bank”) makes a payment to the Agent for distribution to one or more other Lenders under paragraph (a) above then, without double counting, the liability of the relevant Borrower to the Paying Bank shall be increased (or treated as not having been reduced) by an amount equal to the payment so made and the liability of such Borrower to the Lender(s) to which any such payment has been made shall be reduced (or treated as not having been increased) by an amount equal to the payment so made. Following any application of the provisions of paragraph (a) above the Agent is authorised and is instructed to deliver to the beneficiary an adjusted L/C Schedule or a new Letter of Credit, as the case may be, under the terms of this Agreement. Such adjusted L/C or new Letter of Credit shall reflect the L/C Commitments of the Lenders after the application of paragraph (a) above.

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(c)Wells Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 8.8 (Loss sharing) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

8.9Role of the Issuing Agent

(a)Nothing in this Agreement constitutes the Issuing Agent as a trustee or fiduciary of any other person.

(b)The Issuing Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

(c)The Issuing Agent may rely on:

(i)any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii)any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(d)The Issuing Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(e)The Issuing Agent may act in relation to the Finance Documents through its personnel and agents.

(f)The Issuing Agent is not responsible for:

(i)the adequacy, accuracy or completeness of any information (whether oral or written) provided by the Agent, any Party (including itself), or any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(ii)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

8.10Exclusion of liability

(a)Without limiting paragraph (b) below, neither the Issuing Agent nor any Lenders in respect of Letters of Credit will be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)No Party (other than the Issuing Agent or a Lender in respect of a Letter of Credit) may take any proceedings against any officer, employee or agent of the Issuing Agent or a Lender in respect of a Letter of Credit in respect of any claim it might have against the Issuing Agent or relevant Lender in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Issuing

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Agent or relevant Lender may rely on this Clause 8.10 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

8.11Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Issuing Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including, but not limited to, those listed in paragraphs (a) through (d) of Clause 32.14 (Non-Reliance on Agent and Other Finance Parties).

8.12Address for notices

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of the Issuing Agent for any communication or document to be made or delivered under or in connection with the Finance Documents is that notified in writing to the Agent prior to the date of this Agreement or any substitute address, fax number or department or officer as the Issuing Agent may notify to the Agent by not less than five (5) Business Days’ notice.

8.13Amendments and waivers

Notwithstanding any other provision of this Agreement, an amendment or waiver which relates to the rights or obligations of the Issuing Agent may not be effected without the consent of the Issuing Agent.

8.14Applicability of ISP and UCP

Unless otherwise expressly agreed by the Issuing Agent and each Borrower when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

9.REPAYMENT

9.1Repayment of Revolving Facility Loans

(a)Each Borrower which has drawn a Revolving Facility Loan shall repay such Revolving Facility Loan on the last day of its Interest Period.

(b)At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Revolving Facility Loans then outstanding will be automatically extended to the Final Maturity Date in relation to the Revolving Facility and will be treated as separate Revolving Facility Loans (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding.

(c)A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving five (5) Business Days’ prior notice to the Agent. The Agent will forward a copy of a

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prepayment notice received in accordance with this paragraph (c) to the Defaulting Lender concerned as soon as practicable on receipt.

(d)Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the relevant Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Defaulting Lender on the last day of each Interest Period of that Loan.

(e)The terms of this Agreement relating to Revolving Facility Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (b) to (d) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

10.OPTIONAL CURRENCIES

10.1Selection of currency

Each Borrower shall select the currency of a Revolving Facility Utilisation in the applicable Utilisation Request.

10.2Unavailability of a currency

If before the Specified Time on any Quotation Day:

(a)a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

(b)a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the relevant Borrower to that effect by the Specified Time on that day.  In this event, any Lender that gives notice pursuant to this Clause 10.2 will be required to participate in the Loan in the Base Currency (in an amount equal to such Lender’s proportion of the Base Currency Amount, or in respect of a Rollover Loan, an amount equal to such Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

10.3Agent’s calculations

Each Lender’s participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’ participation).

11.US DOLLAR SWINGLINE FACILITY

11.1US Dollar Swingline

Subject to the terms of this Agreement, the US Dollar Swingline Lenders make available to the Swingline Agent, by the Specified Time, for the account of the relevant US Borrower a US Dollar swingline loan facility in an aggregate amount equal to the Total US Dollar Swingline Commitments.

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11.2Purpose

Each Borrower shall apply all amounts borrowed by it under the US Dollar Swingline Facility for general corporate purposes. A US Dollar Swingline Loan may not be applied in repayment or prepayment of another US Dollar Swingline Loan.

11.3Repayment

Each Borrower that has drawn a US Dollar Swingline Loan shall repay that US Dollar Swingline Loan on the last day of its Interest Period.

11.4Voluntary prepayment of US Dollar Swingline Loans

(a)A Borrower to which a US Dollar Swingline Loan has been made may prepay at any time the whole of that US Dollar Swingline Loan.

(b)Unless a contrary indication appears in this Agreement, any part of the US Dollar Swingline Facility which is prepaid or repaid may be re-borrowed in accordance with the terms of this Agreement.

11.5Interest

(a)The rate of interest on each US Dollar Swingline Loan for any day during its Interest Period is the higher of:

(i)the prime commercial lending rate in US Dollars announced by the Swingline Agent at the Specified Time and in force on that day; and

(ii)zero and a half per cent. (0.50%) per annum over the rate per annum determined by the Swingline Agent to be the Federal Funds Rate (as published by the Federal Reserve Bank of New York) for that day.

(b)The Swingline Agent shall promptly notify the Agent, the US Dollar Swingline Lenders and the relevant Borrower of the determination of the rate of interest under paragraph (a) above.

(c)If any day during an Interest Period is not a New York Business Day, the rate of interest on a US Dollar Swingline Loan on that day will be the rate applicable to the immediately preceding New York Business Day.

(d)Each Borrower shall pay accrued interest on each US Dollar Swingline Loan made to it on the last day of its Interest Period.

11.6US Dollar Swingline Agent

(a)The Swingline Agent may perform its duties in respect of the US Dollar Swingline Facility through an Affiliate acting as its agent.

(b)Notwithstanding any other term of this Agreement and without limiting the liability of any Obligor under the Finance Documents, each Lender shall (in proportion to its share of the Total Facility A Commitments or, if the Total Facility A Commitments are then zero, to its share of the Total Facility A Commitments immediately prior to their reduction to zero) pay to or indemnify the Swingline Agent, within three (3) Business Days of demand, for or

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against any cost, loss or liability (including, without limitation, for negligence or any other category of loss whatsoever) incurred by the Swingline Agent or its Affiliate (other than by reason of the Swingline Agent’s or the Affiliate’s gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 35.11 (Disruption to Payment Systems etc.) notwithstanding the Swingline Agent’s or the Affiliate’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Swingline Agent or the Affiliate in acting as Swingline Agent for the US Dollar Swingline Facility under the Finance Documents (unless the Swingline Agent or its Affiliate has been reimbursed by an Obligor pursuant to a Finance Document).

11.7Interest Period — US Dollar Swingline Loans

(a)Each US Dollar Swingline Loan has one Interest Period only.

(b)The Interest Period for a US Dollar Swingline Loan must be selected in the relevant Utilisation Request.

11.8Partial Payments

(a)If the Swingline Agent or Agent receives a payment in respect of the US Dollar Swingline Facility that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents in respect of the US Dollar Swingline Facility, the Agent or the Swingline Agent (as applicable) shall apply that payment towards the obligations of that Obligor under the Finance Documents in respect of the US Dollar Swingline Facility in the following order:

(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Swingline Agent or its Affiliate under the Finance Documents incurred in respect of the US Dollar Swingline Facility;

(ii)secondly, in or towards payment pro rata of any accrued interest on a US Dollar Swingline Loan due but unpaid under this Agreement;

(iii)thirdly, in or towards payment pro rata of the principal of any US Dollar Swingline Loan due but unpaid under this Agreement; and

(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents in respect of the US Dollar Swingline Facility.

(b)The Swingline Agent shall, if so directed by all the US Dollar Swingline Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c)Paragraphs (a) and (b) above will override any appropriation made by an Obligor and Clause 35.6 (Partial payments) does not apply to the US Dollar Swingline Facility.

11.9Loss sharing

(a)If a Revolving Facility A Loan (including a US Dollar Swingline Loan) or interest on a Revolving Facility A Loan (including a US Dollar Swingline Loan) is not paid in full on its due date, the Agent (if requested to do so in writing by any affected Lender) shall calculate the amount (if any) which needs to be paid or received by each Lender with a Revolving Facility A Commitment to place that Lender in the position it would have been in had each

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Lender (or its Affiliate) with a Facility A Commitment participated in that Loan in the proportion borne by its Facility A Commitment to the Total Facility A Commitments and, if the Total Facility A Commitments are then zero, the proportion borne by its Facility A Commitment to the Total Facility A Commitments immediately prior to their reduction to zero.

(b)The calculation of the Agent is designed solely to allocate the unpaid amount proportionally among the Lenders with a Revolving Facility A Commitment according to their Revolving Facility A Commitments and will not take into account any commitment fee or other amount payable under the Finance Documents.

(c)The Agent will set a date (the “Loss Sharing Date”) on which payments must be made under this Clause 11.9. The Agent shall give at least three (3) Business Days’ notice to each affected Lender of this date and the amount of the payment (if any) to be paid or received by it on this date.

(d)On the Loss Sharing Date:

(i)each affected Lender who has to make a payment shall pay to the Agent the relevant amount set out in the notice referred to in paragraph (c) above; and

(ii)out of the amounts the Agent receives, the Agent shall pay to each affected Lender who is entitled to receive a payment the amount set out in that notice.

(e)If the amount actually received by the Agent from the Lenders under paragraph (d) above is insufficient to pay the full amount required to be paid under that paragraph, the Agent shall distribute the amount it actually receives among the affected Lenders pro rata to the amounts they are entitled to receive under that paragraph.

(f)If a Lender makes a payment to the Agent under this Clause 11.9 then, to the extent that that payment is distributed by the Agent under paragraphs (d) or (e) above, as between the relevant Obligor and that Lender an amount equal to the amount of that distributed payment will be treated as not having been paid by the relevant Obligor.

(g)Any payment under this Clause 11.9 will not reduce the obligations in aggregate of any Obligor.

(h)Wells Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 11.9 (Loss Sharing) after the Target Accession Date has occurred and shall not have any liability in respect of Revolving Facility A Loans drawn prior to the Target Accession Date.

12.ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

12.1Illegality

Subject to Clause 12.2 (Illegality in relation to the Issuing Agent), if it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation:

(a)such Lender shall promptly notify the Agent upon becoming aware of that event;

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(b)upon the Agent notifying each Borrower, the Revolving Facility Commitments of such Lender and of any Affiliate of that Lender which is a US Dollar Swingline Lender will be immediately cancelled; and

(c)the relevant Borrower shall repay such Lender’s (and any such Affiliate’s) participation in the Utilisations made to that Borrower on the last day of the Interest Period for each Utilisation occurring after the Agent has notified that Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

12.2Illegality in relation to the Issuing Agent

If it becomes unlawful for an Issuing Agent or any Lender to issue or leave outstanding any Letter of Credit or otherwise to perform any of its obligations in respect of Letters of Credit or to fund or maintain its participation in any Utilisation by way of Letter of Credit as contemplated by this Agreement, then:

(a)that Issuing Agent or such Lender shall promptly notify the Agent upon becoming aware of that event;

(b)the Issuing Agent or such Lender shall not be obliged to issue or participate in (as the case may be) any Letter of Credit;

(c)each Borrower shall use all reasonable endeavours to procure the release of each Letter of Credit issued by that Issuing Agent or in which such Lender participates and which is outstanding at such time.  If a Borrower fails to procure the release of a Letter of Credit it will be obliged to prepay that Letter of Credit; and

(d)in the case of illegality affecting the Issuing Agent, unless any other Lender has agreed to be an Issuing Agent pursuant to the terms of this Agreement, then the Revolving Facility shall cease to be available for the issue of Letters of Credit.

Nothing in this Clause 12.2 shall prevent a Borrower from utilising a Revolving Facility to prepay a Letter of Credit in accordance with paragraph (c) above.

12.3Voluntary cancellation

(a)The relevant Borrower may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$5,000,000 for Revolving Facility A and €5,000,000 for Revolving Facility B) of an Available Revolving Facility.

(b)The relevant Borrower may not make a cancellation pursuant to paragraph (a) above to the extent that that cancellation would result in a Lender (or its Affiliate) failing to meet the requirement set out in paragraph (g) of Clause 30.2 (Conditions of assignment or transfer).

(c)Any cancellation under this Clause 12.3 shall reduce the Revolving Facility Commitments of the Lenders rateably under that Facility.

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12.4Voluntary prepayment of Loans

Each Borrower may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan drawn by it under the Facility made available to it (but, if in part, being an amount that reduces that Loan by a minimum amount of US$5,000,000 for Revolving Facility A and €5,000,000 for Revolving Facility B).

12.5Voluntary prepayment of Letters of Credit

Each Borrower may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Letter of Credit requested by it under a Revolving Facility made available to it.

12.6Right of cancellation and repayment in relation to a single Lender or the Issuing Agent

(a)If:

(i)any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 19.2 (Tax gross-up); or

(ii)any Lender or the Issuing Agent claims indemnification from the Parent or an Obligor under Clause 19.3 (Tax indemnity) or Clause 20.1 (Increased costs); or

(iii)any Lender is a Defaulting Lender,

(iv)any amount payable to any Lender by an Italian Obligor under a Finance Document is not, or will not be treated as a deductible charge or expense for Italian Tax purposes for that Italian Obligor by reason of that amount originating from transactions occurred with Blacklisted Resident Entities, other than where any limitation in the deduction of that amount results from any inaction of the Italian Obligor which is not the consequence of the lack of cooperation of the entity residing or localized in a Blacklisted Jurisdiction in providing the documentation necessary for that Obligor to treat the payment as a deductible charge or expense; or

the Parent (on behalf of each Borrower) may (but shall not be obligated to), whilst the circumstance giving rise to the events referred to above continues, give the Agent notice :

(A)(if such circumstances relate to a Lender or any Affiliate of a Lender) of cancellation of the Revolving Facility Commitment of such Lender and of any Affiliate of that Lender which is a US Dollar Swingline Lender or its intention to procure the repayment of such Lender’s and any such Affiliate’s participation in the Utilisations or give the Agent notice of its intention to replace that Lender (together with any Affiliate of that Lender) in accordance with paragraph (c) below; or

(B)(if such circumstances relate to a Lender or to the Issuing Agent) of repayment of any outstanding Letter of Credit issued by it and cancellation of its appointment as an Issuing Agent or Lender under this Agreement in relation to any Letters of Credit to be issued in the future.

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(b)On receipt of a notice referred to in paragraph (a) above in relation to a Lender or an Affiliate of a Lender, the Available Revolving Commitment of such Lender and any such Affiliate shall immediately be reduced to zero. The Parent shall ensure that a Borrower to which a Utilisation is outstanding shall promptly, and in any event within five (5) Business Days, repay such Lender’s and any such Affiliate’s participation in each Loan and Letter of Credit together with all interest and other amounts accrued under the Finance Documents.

(c)In lieu of the cancellations referred to in Clause 12.1 (Illegality) and above in this Clause 12.6, each Borrower shall have the right, but not the obligation, at its own expense, upon notice from that Borrower to such Lender (the “Terminated Lender”) and the Agent, to replace such Terminated Lender (together with any Affiliate of that Terminated Lender) with a New Lender (in accordance with and subject to the restrictions contained in Clause 30 (Changes to Lenders)) approved by the Agent, the Swingline Agent and the Issuing Agent, and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Clause 30 (Changes to Lenders)) all its interests, rights and obligations under this Agreement to such assignee; provided that no Terminated Lender shall be obligated to make any such assignment:

(i)unless such assignee or that Borrower shall pay to the affected Terminated Lender such Terminated Lender’s and such Affiliate’s participation in all Utilisations together with all interest and other amounts accrued under the Finance Documents; and

(ii)if to make such transfer or assignment would cause such Terminated Lender or such Affiliate to breach, or such transfer or assignment is of and in itself in breach of, in each case, any provision of law or regulation.

(d)A Terminated Lender shall not be obliged to transfer its rights and obligations pursuant to paragraph (c) above to the extent that the transfer would result in that Terminated Lender (or its Affiliate) failing to meet the requirement set out in paragraph (g) of Clause 30.2 (Conditions of assignment or transfer).

13.MANDATORY PREPAYMENT

13.1Change of Control or Sale

(a)Upon the occurrence of:

(i)a Change of Control; or

(ii)the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions (other than as a result of a Permitted Transaction):

(A)a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

(B)the Agent shall, upon written instructions from an individual Lender and, by not less than thirty (30) days’ notice, cancel the Revolving Facility Commitment of such Lender and of any Affiliate of that Lender which is a US Dollar Swingline Lender and require repayment of the participation of such Lender in the Loans, whereupon the Revolving Facility Commitment of

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such Lender and of any such Affiliate will be cancelled and all outstanding participations of such Lender and of any such Affiliate, together with accrued interest, and all other amounts accrued under the Finance Documents and owing to such Lender and of any such Affiliate, shall become immediately due and payable and the Borrowers shall repay or prepay such amounts.

14.RESTRICTIONS

14.1Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 12 (Illegality, voluntary prepayment and cancellation) shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, any such notice shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

14.2Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

14.3Reborrowing of Loans; Reutilisation of Facility

Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid by the Borrower to which such Revolving Facility has been made available, in accordance with Clause 12.4 (Voluntary prepayment of Loans) or Clause 12.5 (Voluntary prepayment of Letters of Credit) may be reborrowed (in the case of Loans) or reutilised (in the case of Letters of Credit) by the relevant Borrower in accordance with the terms of this Agreement.

14.4Prepayment in accordance with Agreement

The Borrowers shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Revolving Facility Commitments except at the times and in the manner expressly provided for in this Agreement.

14.5No reinstatement of Commitments

No amount of the Total Facility Commitments cancelled under this Agreement may be subsequently reinstated.

14.6Agent’s receipt of notices

If the Agent receives a notice under Clause 12 (Illegality, Voluntary Prepayment and Cancellation), it shall promptly forward a copy of that notice or election to either the Borrowers or the affected Lender, as appropriate.

15.INTEREST

15.1Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

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(a)Margin;

(b)LIBOR or, in relation to any Loan in Euro, EURIBOR.

15.2Usury Cap

Notwithstanding any other provision of this Agreement, if at any time the rate of interest applicable to a Loan made available under this Agreement to any Borrower incorporated in Italy (including the relevant component of any applicable fee and expense) exceeds the maximum rate permitted by the Italian law 7 March 1996 no. 108 and related implementation regulations (the “Italian Usury Legislation”), the rate of interest payable by the relevant Borrower shall be deemed to be automatically reduced, for the shortest possible period, to the maximum rate permitted under the Italian Usury Legislation.

15.3Payment of interest

Each Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six (6) Months, on the dates falling at six (6) Monthly intervals after the first day of the Interest Period).

15.4Default interest

(a)If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. (1%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).  Any interest accruing under this Clause 15.4 shall be immediately payable by the Obligor on demand by the Agent.

(b)If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. (1%) higher than the rate which would have applied if the overdue amount had not become due.

(c)Default interest (if unpaid) arising on an overdue amount will be compounded (to the extent permitted under any applicable law and regulation, including article 1283 of the Italian Civil Code, as amended, supplemented or implemented from time to time) with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

15.5Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

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15.6Interest Rate Limitation

Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Utilisation by a US Borrower, together with all fees, charges and other amounts which are treated as interest on such Utilisation under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Utilisation in accordance with applicable law, the rate of interest payable in respect of such Utilisation, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Utilisation but were not payable as a result of the operation of this Clause 15.6 shall be cumulated and the interest and Charges payable to such Lender in respect of other Utilisation or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Margin to the date of repayment, shall have been received by such Lender.

16.INTEREST PERIODS

16.1Selection of Interest Periods and Terms

(a)Each Borrower may select an Interest Period for a Revolving Facility Loan in the Utilisation Request for that Revolving Facility Loan.

(b)Subject to this Clause 16 each Borrower may select an Interest Period of one (1), three (3) or six (6) Months or (in the case of the Swingline Facility) one (1) through five (5) New York Business Day(s) in relation to the Facility made available to it or any other period agreed between the relevant Borrower and the Agent (acting on the instructions of all the Lenders under the relevant Facility).

(c)An Interest Period for a Revolving Facility Loan shall not extend beyond the Final Maturity Date applicable to its Facility.

(d)A Revolving Facility Loan and a US Dollar Swingline Loan have one Interest Period only.

(e)The Parent and the Agent may select an Interest Period of two (2) weeks (or a shorter period) for the purpose of aligning the Interest Period with the effective date of the Holdco Merger.

16.2Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

17.CHANGES TO THE CALCULATION OF INTEREST

17.1Absence of quotations

(a)Subject to Clause 17.2 (Market disruption) if LIBOR or, if applicable, EURIBOR is to be determined by reference to the Base Reference Banks but a Base Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, then the applicable LIBOR or EURIBOR shall be determined on the basis of the quotations of the remaining Base Reference Banks.

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(b)If a Market Disruption Event occurs, then the Agent shall, as soon as is practicable, notify the Parent.

17.2Market disruption

(a)If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)the Margin; and

(ii)the rate notified to the Agent by such Lender, as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to such Lender of funding its participation in that Loan from whatever source it may reasonably select;

(b)In this Agreement “Market Disruption Event” means:

(i)at or about noon on the Quotation Day for the relevant Interest Period (i) the Screen Rate is not available or (ii), LIBOR or, if available, EURIBOR is to be determined by reference to the Base Reference Banks and none or only one of the Base Reference Banks supplies a rate to the Agent to determine LIBOR or, if applicable, EURIBOR for the relevant currency and Interest Period; or

(ii)before close of business in New York on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed thirty-five per cent. (35%) of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR or, if applicable, EURIBOR.

17.3Alternative basis of interest or funding

(a)If a Market Disruption Event occurs and the Agent or a Borrower so requires, the Agent and that Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the relevant Borrower, be binding on all Parties.

17.4Break Costs

(a)Each Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

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18.FEES

18.1Commitment fee

(a)The Borrowers under each Facility (as applicable) shall pay to the Agent (for the account of each Lender):

(i)a fee in US Dollars in respect of Revolving Facility A, and, as applicable, a fee in Euro in respect of Revolving Facility B, computed at the rate of thirty five per cent. (35%) of the relevant Margin per annum on such Lender’s Available Revolving Commitment under the relevant Facility from the date of this Agreement to the end of the Availability Period applicable to the relevant Facility; provided that the Public Debt Ratings are higher than BB (with at least a stable outlook) and Ba2 (with at least a stable outlook) and provided further that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being higher than BB (with at least a stable outlook) or Ba2 (with at least a stable outlook) as applicable; or

(ii)a fee in US Dollars in respect of Revolving Facility A and, as applicable a fee in Euro in respect of Revolving Facility B, computed at the rate of thirty seven and one half per cent. (37.5%) of the relevant Margin per annum on such Lender’s Available Revolving Commitment under the relevant Facility from the date of this Agreement until the end of the Availability Period applicable to the relevant Facility; provided that the Public Debt Ratings are equal or lower than BB (with a stable outlook) or Ba2 (with a stable outlook) provided further that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (ii) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or lower than BB or Ba2 as applicable;

provided that:

(A)in the event that the Public Debt Ratings differ such that the applicable rate cannot be determined for purposes of both (i) and (ii) above, the rate used to calculate the commitment fee shall be the average of the two (or three, as applicable) applicable rates specified in (i) and (ii) above;

(B)in the event of withdrawal of a Public Debt Rating, the rate used to calculate the commitment fee shall be such rate which is the average of the applicable rate or rates (as the case may be) for the remaining Public Debt Rating as specified in (i) or (ii) above and thirty seven and one half per cent. (37.5%); and

(C)in the event of withdrawal of all Public Debt Ratings, the rate used to calculate the commitment fee shall be thirty seven and one half per cent. (37.5%).

(b)Starting on the date of this Agreement, the accrued commitment fee calculated in accordance with paragraph (a) above is payable on the last day of each successive period of three (3) Months which ends during the relevant Availability Period, on the last day of the Availability

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Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

(c)No commitment fee is payable to the Agent (for the account of a Lender) on any Available Revolving Commitment of such Lender for any day on which such Lender is a Defaulting Lender.

18.2Arrangement fee

The Parent shall pay to the relevant Arranging Parties an arrangement fee for the purposes of remunerating their activities as Arranging Parties in the amount and at the times agreed in each Arrangement Fee Letter(s).

18.3Agency fee

The Parent shall pay to the Agent (for its own account) an agency fee to remunerate its activities as Agent in the amount and at the times agreed in the Agent’s Fee Letter.

18.4Swingline Agency fee

GTECH Corporation shall pay to the Swingline Agent (for its own account) an agency fee to remunerate its activities as Swingline Agent in the amount and at the times agreed in the Swingline Agent’s Fee Letter.

18.5Utilisation fee

(a)The Borrowers shall pay a utilisation fee calculated by reference to the daily amount outstanding under the Facilities during each consecutive period of three (3) Months (the first of such period beginning on the date of this Agreement) multiplied by the percentage as set out in the table below:

Utilisation level	Utilisation fee (per annum)
Less than or equal to 331/3 per cent. of the aggregate Revolving Facility Commitments from time to time	0.15%
Higher than 331/3 per cent. but less than or equal to 662/3 per cent. of the aggregate Revolving Facility Commitments from time to time	0.30%
Higher than 662/3 per cent. of the aggregate Revolving Facility Commitments from time to time	0.60%

(b)The accrued utilisation fee with respect to Revolving Facility A shall be payable in US Dollars and the accrued utilisation fee with respect to Revolving Facility B shall be payable in Euro in each case starting from the date of first Utilisation under the Facilities, quarterly in arrears and on the date on which all outstanding amounts under the Facilities are prepaid and the Facilities are cancelled in full.

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18.6Fees payable in respect of Letters of Credit

(a)The applicable Borrowers shall pay to the Agent (for the account of each Lender participating in the relevant Revolving Facility) a Letter of Credit Fee in the Base Currency (computed at the rate equal to the Margin from time to time applicable to a Loan) on the outstanding amount of each Letter of Credit requested by it for the period from the issue of that Letter of Credit until its Expiry Date. The Letter of Credit Fee shall be distributed according to each such Lender’s L/C Proportion of that Letter of Credit.

(b)The accrued issuing agency fee and the accrued Letter of Credit Fee on a Letter of Credit shall be payable on the last day of each successive period of three (3) Months ending on each 31 March, 30 June, 30 September and 31 December in each year (or such shorter period as shall end on the Expiry Date for that Letter of Credit) starting on the date of issue of that Letter of Credit.  The accrued issuing agency fee and the accrued Letter of Credit Fee is also payable to the Agent on the cancelled amount of any Lender’s Revolving Facility Commitment at the time the cancellation is effective if that Commitment is cancelled in full and the Letter of Credit are prepaid or repaid in full.

18.7Fees payable in respect of Wells Fargo Bank, NA

Any fees payable under this Clause 18 with respect to Wells Fargo Bank, NA shall only accrue from and including the Target Accession Date.

19.TAX GROSS UP AND INDEMNITIES

19.1Definitions

In this Agreement:

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:

(a)where it relates to a UK Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite such Lender’s name in Part II of Schedule 1 (The Original Parties) or (in the case of the scheme reference number, that is subsequently communicated to the Agent and the relevant Borrower promptly upon it becoming available), and

(i)where the Borrower is an Original Borrower, is filed with HM Revenue & Customs within thirty (30) days of the date of this Agreement; or

(ii)where the Borrower is an Additional Borrower, is filed with HM Revenue & Customs within thirty (30) days of the date on which that Borrower becomes an Additional Borrower; or

(b)where it relates to a UK Treaty Lender that is a New Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of such Lender in the relevant Transfer Certificate or Assignment Agreement, and

(i)where the Borrower is a Borrower as at the relevant Transfer Date, is filed with HM Revenue & Customs within thirty (30) days of that Transfer Date; or

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(ii)where the Borrower is not a Borrower as at the relevant Transfer Date, is filed with HM Revenue & Customs within thirty (30) days of the date on which that Borrower becomes an Additional Borrower.

“Change of Tax Law” means with respect to the Lender, any change in, or in the published interpretation, administration or the application of, any law or regulation or Double Taxation Treaty or any published practice or published concession of any relevant taxing authority.

“Exempt Lender” means a Lender that is a financial institution or any other entity (including, any entity included in the provision of article 26, paragraph 5-bis, of Presidential Decree No. 600 of 29 September 1973 as introduced by the Law Decree No. 91 of 24 June 2014, converted into law by the Law No. 116 of 11 August 2014 and subsequently amended by Law Decree No.133 of 29 September 2014) which is authorised to provide finance to an Italian Borrower and to which any payment of interest under the Finance Documents can be made without a Tax Deduction in respect of Tax being imposed by the Republic of Italy; provided that such Lender is not a Blacklisted Resident Entity.

“Italian Qualifying Lender” means:

(a)a bank or financial institution duly authorised or licensed to carry out banking activity in Italy pursuant to Legislative Decree No. 385 dated 1 September 1993 that is a resident of Italy for Tax purposes pursuant to article 73 of Italian Presidential Decree No. 917 of 22 December 1986 not acting for the purposes of the Finance Document through a Facility Office qualifying as a Permanent Establishment, or in any case a Permanent Establishment, located outside of Italy; or

(b)a Facility Office qualifying as a Permanent Establishment, or in any case a Permanent Establishment, in Italy of a bank or financial institution duly authorised or licensed to carry out banking activity in Italy - other than a Blacklisted Resident Entity - for which any payment received under the Finance Document is business income (reddito di impresa) pursuant to article 81, 151 and 152, paragraph 1, of Italian Presidential Decree No. 917 of 22 December 1986.

“Italian Treaty Lender” means a Lender which:

(a)is resident for Tax purposes in a country which has a Double Taxation Treaty in force with Italy, pursuant to which no withholding on account of Tax is required to be made on the interest and similar payments deriving from Italy;

(b)is entitled to benefit of such Double Taxation Treaty and consequently (subject to the completion of procedural formalities) such full exemption from Tax;

(c)does not carry on business in Italy through a Permanent Establishment with which any payment under the Finance Document is effectively connected; and

(d)it is not a Blacklisted Resident Entity.

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

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“Qualifying Lender” means a Lender:

(a)in respect of any payment under or in connection with a Loan made to an Italian Borrower, which is beneficially entitled to interest payable to such Lender in respect of such Loan and, at any time, is a Lender which is:

(i)an Exempt Lender;

(ii)an Italian Qualifying Lender; or

(iii)an Italian Treaty Lender;

and

(b)in respect of any payment under or in connection with a Loan made to a UK Borrower, which is beneficially entitled to interest payable to such Lender in respect of such Loan and, at any time is:

(i)a Lender:

(A)which is a bank (as defined for the purpose of section 879 of the ITA) making such Loan and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

(B)which was a bank (as defined for the purpose of section 879 of the ITA) at the time that that Loan was made and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(ii)

(A)a company resident in the United Kingdom for United Kingdom tax purposes;

(B)          a partnership each member of which is:

(i)            a company so resident in the United Kingdom; or

(ii)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of Section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(C)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of Section 19 of the CTA) of that company;

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(iii)a Lender which is a UK Treaty Lender; or

(iv)a Lender which is a building society (as defined for the purpose of Section 880 of the ITA) making an advance under a Finance Document;

and

(c)in respect of any payment under or in connection with a Loan made to a US Borrower, which is beneficially entitled to interest payable to such Lender in respect of such Loan and, at any time, is a Lender which is:

(i)a United States Person; or

(ii)not a United States Person but is entitled to complete exemption from withholding of United States federal income tax on all payments made pursuant to this Agreement;

and

(d)in relation to any other payment, any Lender.

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)a company resident in the United Kingdom for United Kingdom tax purposes; or

(b)a partnership each member of which is:

(i)a company so resident in the United Kingdom; or

(ii)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of Section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of Section 19 of the CTA) of that company.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment or a deemed payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 19.2 (Tax gross-up) or a payment under Clause 19.3 (Tax indemnity).

“Treaty Lender” means an Italian Treaty Lender or a UK Treaty Lender.

“UK Borrower” means a Borrower which is incorporated in the United Kingdom.

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“UK Non-Bank Lender” means a Lender which gives a Tax Confirmation in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party.

“UK Treaty Lender” means a Lender which:

(a)is treated as a resident of a UK Treaty State for the purposes of the UK Treaty; and

(b)does not carry on a business in the United Kingdom through a permanent establishment with which that Finance Party’s participation in the Loans is effectively connected; and

(c)fulfils any conditions which must be fulfilled under the Treaty by residents of that Treaty State for such residents to obtain full exemption from taxation on interest imposed by the United Kingdom, subject to the completion of procedural formalities.

“UK Treaty State” means a jurisdiction having a double taxation agreement with the United Kingdom (a “UK Treaty”) which makes a provision for full exemption from tax imposed by the United Kingdom on interest.

“United States Person” means a United States Person as defined in Section 7701(a)(30) of the Code and includes an entity that is disregarded as separate from a United States Person (as defined in such Section) for United States federal income tax purposes.

“US Borrower” means any Borrower whose jurisdiction of formation or organisation is a state in the United States of America or the District of Colombia or, for the purposes of this Clause 19 (Tax Gross Up and Indemnities) a Borrower that is a United States Person.

Unless a contrary indication appears, in this Clause 19 a reference to “determines” or “determined” means a determination made in the sole discretion of the person making the determination.

19.2Tax gross-up

(a)Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)A Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction from any payment made under a Finance Document (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent of (i) the Lender with respect to which such Tax Deduction applies and (ii) the rate at which such Tax Deduction is required to be made. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to such Lender. If the Agent receives such notification from a Lender it shall promptly notify the Borrowers and, if necessary, any Obligors making the payment.

(c)Except as provided in this Clause 19.2 and subject to paragraph (d) below, if a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction from any payment under this Agreement if on the date on which the payment falls due:

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(i)with reference to any payment made under the Finance Document by any Borrower, the payment could have been made to the relevant Lender without a Tax Deduction, other than with respect to any US federal withholding Tax, if the Lender had been a Qualifying Lender in relation to that payment, but on that date such Lender is not or has ceased to be a Qualifying Lender in relation to that payment other than as a result of:

(A)any Change of Tax Law; or

(B)a change in the jurisdiction in which an Obligor is established or resident for tax purposes at the date it becomes an Obligor under this Agreement other than as a result of a Permitted Merger;

(ii)a Tax Deduction is required to be made in respect of any payment under or in connection with a Loan made to a US Borrower for United States federal withholding tax, other than any such Tax Deduction that is required as a result of any Change of Tax Law occurring after the date the relevant Lender becomes a Lender under this Agreement.

(iii)the relevant Lender is an Exempt Lender, an Italian Treaty Lender or a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without a Tax Deduction had such Lender complied with its obligations under paragraph (f) below;

(iv)with reference to any payment made under the Finance Document by any US Borrower, the Tax Deduction would not be required but for the Lender’s failure to comply with paragraph (i)(iv) below;

(v)the relevant Lender is a Qualifying Lender in relation to the payment solely by virtue of sub-paragraph (b)(ii) of the definition of Qualifying Lender and:

(A)an officer of Her Majesty’s Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Parent a certified copy of that Direction; and

(B)the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(vi)the relevant Lender is a Qualifying Lender in relation to the payment solely by virtue of sub-paragraph (b)(ii) of the definition of Qualifying Lender and:

(A)the relevant Lender has not given a Tax Confirmation to the Obligor; and

(B)the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Obligor, on the basis that the Tax Confirmation would have enabled the Obligor to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA.

(e)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time

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allowed and in the minimum amount required by law. Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(f)A Lender and each Obligor which makes a payment to which that Lender is entitled, shall cooperate in completing any procedural formalities, from time to time required or necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction, or with a reduced Tax Deduction, including, but not limited to, the provision of the information and documentation specified in the following paragraphs (g), (h) and (i) of this Clause 19.2 to the extent applicable.

(g)With respect to each Italian Obligor, each Italian Treaty Lender, each Lender requiring the application of a Double Taxation Treaty with respect to any interest payable by such Italian Obligor and each Exempt Lender agree to provide the Italian Obligor with an Affidavit, any Self-Declaration Form or any other form necessary for that Obligor to be entitled to make any payment under this Agreement without a Tax Deduction on a date which falls, in case of any interest payment made by an Italian Borrower, at least ten (10) Business Days prior to the date upon which interest is first due to be paid to it or, in case of any payment made by an Italian Guarantor, upon ten (10) Business Days of request by a such Italian Obligor, and thereafter: (i) within the end of January of any subsequent calendar year (or, if earlier, within at least five (5) Business Days prior to the subsequent date upon which the interest is due to be paid) and, (ii) whenever there is a change in the Lender’s status under a Double Taxation Treaty (including if it changes its tax residence) within twenty (20) Business Days from the time such change is effective (or, if earlier, within at least five (5) Business Days prior to the subsequent date upon which interest is due to be paid by an Italian Obligor).

(h)With respect to each UK Borrower:

(i)

(A)a Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and

(B)a New Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Agreement which it executes, and, having done so, such Lender shall be under no obligation pursuant to paragraph (f) above.

(ii)If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(i) above and:

(A)a Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or

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(B)a Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:

(1)such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

(2)HM Revenue & Customs has not given such Borrower authority to make payments to such Lender without a Tax Deduction within sixty (60) Business Days of the date of the Borrower DTTP Filing,

and in each case, such Borrower has notified such Lender in writing, such Lender and such Borrower shall co-operate in completing any additional procedural formalities necessary for such Borrower to obtain authorisation to make that payment without a Tax Deduction;

(iii)if a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (h)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of such Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees;

(iv)an Obligor shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender;

(v)a UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Parent by entering into this Agreement; and

(vi)a UK Non-Bank Lender shall promptly notify the Parent and the Agent if there is any change in the position from that set out in the Tax Confirmation.

(i)With respect to each US Borrower:

(i)with respect to a Tax Deduction made on account of Tax imposed by the United States, the Obligor shall certify (under the signature of either its Director, International Tax or another Director or superior officer) on the GTECH Withholding Schedule (as defined in paragraph (j) below) for the immediately succeeding payment period and within the time period specified therefor, the amount of each (if any) Tax Deduction that has been made with respect to a payment made on behalf of any Finance Party and the amount of the related payment made to the relevant taxing authority on account of such Tax Deduction in each case with respect to the immediately preceding payment period; and

(ii)the Obligor will provide the relevant Finance Party with IRS Forms 1042-S and 1099, as applicable (and relevant) (or any successor form or forms) relating to such Tax Deduction in a manner and at a time in accordance with United States law, and in any case as soon as practicable following the close of the Obligor’s taxable year, and will simultaneously provide the Agent with a copy thereof. With respect to a Tax Deduction on account of non-United States Taxes, within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment an original receipt (or certified copy thereof),

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or if unavailable, evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority;

(iii)in the case of any payment of interest hereunder by or on behalf of an Obligor through an account or branch outside the United States or by or on behalf of an Obligor by a payer that is not a United States Person (other than a payment made pursuant to a Guarantee), if such Obligor determines that no Taxes are payable in respect thereof, such Obligor shall furnish, or shall cause such payer to furnish, to the Agent, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes; and

(iv)promptly after becoming a Party to this Agreement, but in any event before a payment pursuant to this Agreement is due, each Lender will provide, as relevant, to each US Borrower two original executed IRS forms or certifications that establish the Lender is entitled to a complete exemption or reduction (as applicable) from US withholding Taxes on all payments made pursuant to this Agreement and in the case of a Lender claiming the portfolio interest exemption, IRS Form W-8BEN-E (or any successor form) together with a statement certifying that such Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the relevant US Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” that is related to such US Borrower within the meaning of Section 881(c)(3)(C) of the Code.  Upon a change of facts which causes the prior forms to no longer be valid or upon the reasonable request of a US Borrower, a Lender shall again provide the forms and documents described above unless it is unable to do so because of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty, or any published practice or concession of any relevant taxing authority; if a Lender is unable to provide such forms and documents, then such Lender shall provide such other forms and certifications to establish any exemption or reduction from US withholding Taxes for which such Lender is eligible.

(j)At least three (3) Business Days prior to the due date of any amount payable by an Obligor under any Finance Document, the Agent shall provide to each Borrower by pdf or facsimile a schedule setting forth the portion of the total amount of such payment that will be payable to each Lender on such due date.  Within a reasonable amount of time prior to the close of business on the date on which such scheduled amount becoming payable by an Obligor under any Finance Document, each Borrower shall provide to the Agent by pdf or facsimile a reciprocal schedule setting forth the amount of any Tax Deduction that the Obligor will withhold from each payment to be made to each Lender included on such schedule on the due date for such payment (the “GTECH Withholding Schedule”).  No failure or delay of the Agent to provide the Borrowers with the schedule contemplated hereunder shall affect the obligation of any Obligor to make the payments otherwise required to be made by them under this Agreement.

(k)Any Lender which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant shall only be entitled to receive payments under this Clause 19.2 with reference to any interest paid on the sub-participated commitment (i) to the same extent as such Lender would have been if it had not entered into such sub-participation or (ii) for an amount equivalent to the Tax Deduction required by law to be applied on any

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payment made under this Agreement and beneficially owned by the Relevant Sub-Participant, if lower; provided that this paragraph (k) shall not apply to limit any entitlement to receive payments under this Clause 19.2 if the right to receive a greater payment results from a Change of Tax Law that occurs after the Relevant Sub-Participant acquired the applicable sub-participated commitment.

19.3Tax indemnity

(a)The relevant Obligor shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence).

(b)Paragraph (a) above shall not apply:

(i)with respect to any Tax assessed on a Finance Party:

(A)under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or

(B)under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or

(ii)to the extent a loss, liability or cost:

(A)is compensated for by an increased payment under Clause 19.2 (Tax gross-up); or

(B)would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or

(C)is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or

(D)relates to a FATCA Deduction required to be made by a Party.

(c)A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor.

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(d)Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim.

(e)A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

19.4Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b)that Finance Party has obtained, utilised and fully retained that Tax Credit on an affiliated group basis,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

19.5Lender Status Confirmation

(a)In respect of an Italian Obligor, each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in:

(i)an Exempt Lender;

(ii)an Italian Qualifying Lender;

(iii)an Italian Treaty Lender; or

(iv)not a Qualifying Lender.

(b)In respect of a UK Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(i)not a Qualifying Lender;

(ii)a Qualifying Lender other than a UK Treaty Lender; or

(iii)a UK Treaty Lender.

(c)In respect of a US Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment

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Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(i)not a Qualifying Lender; or

(ii)a Qualifying Lender within paragraph 19.5.

(d)If a New Lender fails to indicate its status in accordance with this Clause 19.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Obligors). If in respect of an Italian Obligor, any Lender fails to indicate the status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit.

(e)For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any failure of any Lender to comply with this Clause 19.5.

19.6Stamp taxes

The relevant Borrower shall, or shall procure that an Obligor shall, pay and, within ten (10) Business Days of demand, indemnify each Finance Party against any duly documented liability, loss, cost or expense that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document; provided that no Obligor shall be liable for the aforementioned liability, loss, cost or expense:

(a)in relation to any such Taxes payable in respect of an assignment, transfer or sub-participation by a Finance Party, unless that assignment, transfer or sub-participation is carried out at the request of any Obligor and the Finance Party agrees to such request voluntarily (in circumstances where it is not required to agree to such request on the terms of this Agreement);

(b)to the extent that such Taxes become payable upon a voluntary registration made by any Finance Party if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such Party or obligations of any Party under an Finance Document or when such registration is necessary in order to produce or rely on such document for any other purposes;  or

(c)in case it arises as a consequence of, or in connection to, any claims by any authority, including, but not limited to, any Tax authority, and the Lender has not provided the relevant Borrower with copies of any relevant written communications relating to the Finance Document, including, but not limited to, any notices of payment, (the “Tax Notice”) received from that authority within fifteen (15) Business Days from receipt (the “Tax Notice Term”). If the Lender notifies the relevant Borrower with the Tax Notice within the Tax Notice Term, then the Parties will agree, without prejudice of any rights of the relevant Lender, including the right to be indemnified, under this Clause 19.6, as far as reasonably

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practicable acting in good faith, possible defensive strategies and the substance and conduct of such defensive strategies and such Lender will, as far as reasonably practicable acting in good faith, share in a timely fashion any relevant information for the relevant Borrower in relation to the development of any litigation proceedings or any settlement or other procedures which may be in progress as the result of the implementation of such defensive strategies.

19.7Value added tax

(a)All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on each supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account for the VAT to the relevant Tax Authority that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall reimburse or indemnify the Finance Party in respect of the full amount of such costs or expenses, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of such VAT.

(d)Any reference in this Clause 19.7 to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as

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implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(e)In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

19.8No application of the Imposta Sostitutiva

The Parties hereby acknowledge that this Agreement was negotiated and is executed outside the Republic of Italy, and therefore the requirements provided for by article 15 and subsequent of Italian Presidential Decree No. 601 of 1973 as amended and supplemented from time to time (“D.P.R. 601/1973”) for the application of the Imposta Sostitutiva on medium term financing are not met. Accordingly, the Lenders cannot exercise, at the request of a Borrower, any option for the application to this Agreement of the Imposta Sostitutiva pursuant to article 15 and subsequent of the D.P.R. 601/1973.

19.9FATCA Information

(a)Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i)confirm to that other Party whether it is:

(A)a FATCA Exempt Party; or

(B)not a FATCA Exempt Party;

(ii)supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA;

(iii)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b)If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)any law or regulation;

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(ii)any fiduciary duty; or

(iii)any duty of confidentiality.

(d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

(i)where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii)where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date;

(iii)the date a new US Tax Obligor accedes as a Borrower; or

(iv)where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:

(A)a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B)any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f)The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.

(g)If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, such Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

(h)The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.

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19.10FATCA Deduction

(a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Parent and the Agent and the Agent shall notify the other Finance Parties.

20.INCREASED COSTS

20.1Increased Costs

(a)Subject to Clause 20.3 (Exceptions) the Obligors shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; (ii) compliance with any law or regulation (provided that, notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof shall be deemed to be a “change in law”, regardless of the date enacted, adopted, issued or implemented) made after the date of this Agreement or (iii) the implementation or application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b)In this Agreement:

“Basel III” means:

(i)the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(ii)the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement — Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii)any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

“CRD IV” means:

(i)Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

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(ii)Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

“Increased Costs” means:

(i)a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)an additional or increased cost; or

(iii)a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Revolving Facility Commitment or a US Dollar Swingline Commitment or funding or performing its obligations under any Finance Document or Letter of Credit.

20.2Increased Cost claims

(a)A Finance Party intending to make a claim pursuant to Clause 20.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.

(b)Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

20.3Exceptions

Clause 20.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(a)attributable to a Tax Deduction required by law to be made by an Obligor;

(b)compensated for by Clause 19.3 (Tax indemnity) (or would have been compensated for under Clause 19.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 19.3 (Tax indemnity) applied);

(c)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

(d)attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or

(e)attributable to a FATCA Deduction required to be made by a Party.

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21.OTHER INDEMNITIES

21.1Currency indemnity

(a)If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)making or filing a claim or proof against that Obligor; or

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

21.2Other indemnities

Each Borrower shall (or shall procure that an Obligor will), within three (3) Business Days of demand, indemnify the Arranging Parties and each other Finance Party against any cost, loss or liability incurred by it as a result of:

(a)the occurrence of any Event of Default;

(b)a failure by an Obligor to pay any amount due under a Finance Document on its due date, including, without limitation, any cost, loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);

(c)funding, or making arrangements to fund, its participation in a Utilisation requested by it in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d)a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by it.

21.3Indemnity to the Agent

Each Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a)investigating any event which it reasonably believes is a Default;

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(b)entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 35.10 (Change of currency); or

(c)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

22.MITIGATION

22.1Mitigation by the Lenders

(a)Each Finance Party shall, in consultation with the Parent, take all reasonable steps, including to the extent possible, but not limited to, making any Utilisation available from an Affiliate, to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 12.1 (Illegality) (or, in respect of the Issuing Agent, Clause 12.2 (Illegality in relation to the Issuing Agent)), Clause 19 (Tax Gross Up and Indemnities) or Clause 20.1 (Increased Costs) or in any amount payable under a Finance Document by an Italian Obligor becoming not deductible from that Italian Obligor’s taxable income for Italian tax purposes by reason of that amount originating from transactions occurred with Blacklisted Resident Entities including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

22.2Mitigation by the Obligors

Should a Finance Party become subject to Taxes because of its failure to deliver a form, certificate or other document required under Clause 19.2 Tax gross-up), the Obligors shall take such steps as such Finance Party shall reasonably request to assist such Finance Party to recover such Taxes.

22.3Limitation of liability

(a)Each Borrower shall indemnify each Finance Party, for all costs and expenses reasonably incurred by that party as a result of steps taken by it under Clause 22.1 (Mitigation by the Lenders).

(b)A Finance Party is not obliged to take any steps under Clause 22.1 (Mitigation by the Lenders) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

23.COSTS AND EXPENSES

23.1Transaction expenses

The Borrowers shall within ten (10) Business Days of demand pay each Finance Party the amount of all reasonable and documented out-of-pocket costs and expenses (including legal fees up to the amount agreed with the Parent) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication (and previously approved by the Borrowers) and perfection of:

(a)this Agreement and any other documents referred to in this Agreement; and

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(b)any other Finance Documents executed after the date of this Agreement, and

if, requested, the Borrowers shall pay directly the relevant advisers upon receipt of the relevant reasonably detailed invoice; provided that there shall be no double recovery under this Clause 23.1 and paragraph 6 of the Mandate Letter.

23.2Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 35.10 (Change of currency), the Borrowers shall, within three (3) Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

23.3Enforcement and preservation costs

The Borrowers shall, within three (3) Business Days of demand, pay to the Arranging Parties and each other Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and any proceedings instituted by or against the Agent as a consequence of taking or holding or enforcing these rights.

24.GUARANTEE AND INDEMNITY

24.1Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)guarantees to each Finance Party and each Hedging Bank as primary obligor the punctual performance by a member of the Group of all of such member of the Group’s obligations under the Finance Documents and Hedging Documents and the punctual payment when due by such member of the Group of all sums payable under the Finance Documents and Hedging Documents;

(b)undertakes with each Finance Party and each Hedging Bank that whenever a member of the Group fails to perform any obligation or pay any of the indebtedness referred to in paragraph (a) above, it will perform such obligation or pay to such Finance Party or Hedging Bank such sum on demand, in each case, as if it were the primary obligor; and

(c)indemnifies, as an independent and primary obligation, each Finance Party and each Hedging Bank immediately on demand against any cost, loss or liability suffered by that Finance Party or Hedging Bank if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability shall be equal to the amount which that Finance Party or Hedging Bank would otherwise have been entitled to recover.

24.2Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents and Hedging Documents, regardless of any intermediate payment or discharge in whole or in part.

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24.3Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party or a Hedging Bank (whether in respect of the obligations of any Obligor or any Security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a)the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b)each Finance Party and each Hedging Bank shall be entitled to recover the value or amount of such Security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

24.4Waiver of defences

The obligations of each Guarantor under this Clause 24 will not, to the extent permitted under mandatory law, be affected by an act, omission, matter or thing which, but for this Clause 24, would reduce, release or prejudice any of its obligations under this Clause 24 (without limitation and whether or not known to it or any Finance Party or any Hedging Bank) including:

(a)any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)the making or absence of any demand on a member of the Group or any other person (other than the notice referred to in Clause 24.1(b) (Guarantee and indemnity)) for payment or performance of any other obligations, or the application of any moneys at any time received from a member of the Group or any other person;

(d)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;

(e)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(f)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document, Hedging Document, or any other document or Security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or Hedging Document or other document or Security;

(g)any unenforceability or illegality or invalidity of any obligation of any person under any Finance Document, Hedging Document or any other document or Security; or

(h)any insolvency or similar proceedings,

(other than the irrevocable payment in full of such obligations).

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24.5Guarantor intent

Without prejudice to the generality of Clause 24.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents or any of the Hedging Documents or any facility or amount made available under any of the Finance Documents or Hedging Documents for the purposes of or in connection with any of the following:  acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs or expenses associated with any of the foregoing.

24.6Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party or any Hedging Bank (or any trustee or agent on its behalf) to proceed against or enforce any other rights or Security or claim payment from any person before claiming from that Guarantor under this Clause 24.  This waiver applies irrespective of any law or any provision of a Finance Document or Hedging Document to the contrary.

24.7Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents and Hedging Documents have been irrevocably paid in full, each Finance Party and each Hedging Bank (or any trustee or agent on its behalf) may:

(a)refrain from applying or enforcing any other moneys, Security or rights held or received by that Finance Party or Hedging Bank (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and no Guarantor shall be entitled to the benefit of the same; and

(b)hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 24.

24.8Deferral of Guarantors’ rights

(a)Each Obligor acknowledges and agrees with each Guarantor that, subject to the terms and conditions of this Clause 24.8 and to the extent permitted by applicable law, upon the payment by the Guarantors of any of their obligations under this guarantee (whether pursuant to the guarantees, undertakings or indemnities given in Clause 24.1 (Guarantee and indemnity) or otherwise):

(i)each Obligor shall indemnify the Guarantors for the full amount of such payment; and

(ii)the Guarantors shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment (such rights of indemnification and subrogation, together with all other rights of the Guarantors, by reason of the performance of any of their obligations under this guarantee, or any action taken pursuant to any rights conferred by or pursuant to this guarantee, to be

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indemnified by any person, to prove in respect of any liability in the winding-up of any person or to take the benefit of or enforce any Security or guarantees or to exercise any rights of contribution are, collectively, the “Subrogation Rights”).

(b)Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents or Hedging Documents have been irrevocably paid in full, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or the Hedging Documents:

(i)to be indemnified by an Obligor;

(ii)to claim any contribution from any other Guarantor of any Obligor’s obligations under the Finance Documents or the Hedging Documents; or

(iii)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties or the Hedging Banks under the Finance Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Finance Documents or Hedging Documents by any Finance Party or Hedging Bank.

From and after the date when all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents and Hedging Documents have been irrevocably paid in full, the Subrogation Rights of the Guarantors may be exercised and enforced by the Guarantors in their sole discretion.

24.9Release of Guarantors’ right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents or Hedging Documents for the purpose of any sale or other disposal of that Retiring Guarantor, then on the date such Retiring Guarantor ceases to be a Guarantor:

(a)that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents or Hedging Documents; and

(b)each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents or Hedging Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties or Hedging Banks under any Finance Document or any Hedging Document or of any other Security taken pursuant to, or in connection with, any Finance Document or Hedging Document where such rights or Security are granted by or in relation to the assets of the Retiring Guarantor.

24.10Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or Security now or subsequently held by any Finance Party or Hedging Bank.

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24.11Limitations on US Guarantees

(a)Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents and the Hedging Documents (including utilisations thereunder).

(b)Each US Guarantor represents, warrants and agrees that:

(i)it is US Solvent; and

(ii)it has not made a transfer or incurred any obligation under any Finance Document or Hedging Document with the intent to hinder, delay or defraud any of its present or future creditors.

(c)Notwithstanding anything to the contrary contained herein or in any other Finance Document or Hedging Document:

(i)each Finance Party and Hedging Bank agrees that the maximum liability of each US Guarantor under Clause 24 (Guarantee and indemnity) shall in no event exceed an amount equal to the greatest amount that would not render such US Guarantor’s obligations hereunder and under the other Finance Documents and Hedging Documents subject to avoidance under US Bankruptcy Law or to being set aside, avoided or annulled under any Fraudulent Transfer Law, in each case after giving effect to

(A)all other liabilities of such US Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such US Guarantor in respect of intercompany indebtedness to any Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such US Guarantor hereunder) and

(B)the value as assets of such US Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such US Guarantor pursuant to

(1)applicable law or

(2)any other agreement providing for an equitable allocation among such US Guarantor and the Borrowers and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties: and

(ii)each party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 24, each such Guarantor shall be entitled to be indemnified from each other Guarantor in an amount equal to such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors.

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24.12Controlled Foreign Corporations

Notwithstanding any term or provision of this Clause 24 or any other term in this Agreement or any Finance Document:

(a)no member of the Group that is a controlled foreign corporation for US federal income tax purposes (a “CFC”) will have any obligation or liability, directly or indirectly, as guarantor or otherwise under this Agreement or any Finance Document with respect to any obligation or liability arising under any Finance Document of a US Borrower (a “US Obligation”); and

(b)not more than sixty-five per cent. (65%) of the stock or other equity interests (measured by the total combined voting power of the issued and outstanding voting stock or other equity interests) of, and none of the assets or property of, a person that is a CFC will be required to be pledged directly or indirectly as Security for any US Obligations.

24.13Guarantee limitations applicable to GTECH as Parent

Pursuant to article 1938 of the Italian Civil Code, for as long as GTECH is the Parent, the maximum aggregate amount that GTECH may be required to pay in respect of its obligations under this Clause 24 shall not exceed an amount equal to US$1,980,000,000 in respect of Revolving Facility A and €1,155,000,000 in respect of Revolving Facility B (the “Maximum Amount”). Subject to and without prejudice to Clause 24.2 (Continuing guarantee) and 24.3 (Reinstatement), the Maximum Amount shall be reduced by the amount of any cancellation of the Facility Commitments.

24.14Italian guarantee limitations

(a)In the case of any Guarantor incorporated in Italy (other than GTECH for such time as it is the Parent) (an “Italian Guarantor”), its liability as Guarantor under this Clause 24 shall not exceed, at any time, the aggregate at that time of:

(i)the highest outstanding principal amount at any time of the indebtedness of such  Italian Guarantor (or any of its direct or indirect Subsidiaries) as a Borrower under any Facility; and

(ii)the highest outstanding principal amount at any time of all inter-company loans advanced (or granted) to such Italian Guarantor (or any of its direct or indirect Subsidiaries) by any Obligor or any other member of the Group after the date of this Agreement.

(b)In any event, pursuant to article 1938 of the Italian Civil Code, the maximum amount an Italian Guarantor may be required to pay in respect of its obligations as Guarantor under this Agreement shall not exceed the amount equal to US$1,980,000,000 in respect of Revolving Facility A and €1,155,000,000 in respect of Revolving Facility B.

24.15Keepwell

Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other member of the Group to honour all of its obligations under its guaranty in respect of Swap Obligations, subject to the limitation otherwise set forth herein.  The obligations of each

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Qualified ECP Guarantor under this Clause 24.15 shall remain in full force and effect until discharged in accordance with the provisions of its guarantee.  Each Qualified ECP Guarantor intends that this Clause 24.15 constitute, and this Clause shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other member of the Group for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

25.REPRESENTATIONS

25.1General

On the date of this Agreement and at the times set out in Clause 25.25 (Repetition) each Obligor makes the representations and warranties set out in this Clause 25 to each Finance Party.

25.2Status

(a)It and each of its Material Subsidiaries is a limited liability corporation, duly incorporated or organised (as applicable) and validly existing under the law of its jurisdiction of incorporation.

(b)It and each of its Material Subsidiaries has the power to own its material assets and carry on its business as it is being conducted.

25.3Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document to which it is a party and which have been executed by it are legal, valid, binding and enforceable obligations.

25.4Non-conflict with other obligations

The entry into and performance by it of its obligations under, and the transactions contemplated by, the Finance Documents, to which it is a party do not and will not conflict with:

(a)any law or regulation applicable to it;

(b)its constitutional documents; or

(c)any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument, unless any such conflict does not and is not reasonably likely to have a Material Adverse Effect.

25.5Power and authority

(a)It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

(b)No limit on its powers will be exceeded as a result of the borrowing or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

25.6Validity and admissibility in evidence

(a)All Authorisations required:

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(i)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(ii)to make the Finance Documents to which it is a party admissible in evidence in its jurisdictions of incorporation,

have been obtained or effected and are in full force and effect.

(b)All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect other than those Authorisations the failure of which to obtain or effect has not and is not reasonably likely to have a Material Adverse Effect.

25.7Governing law and enforcement

(a)Subject to the Legal Reservations, the choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b)Subject to the Legal Reservations, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

25.8Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to a Lender which is:

(a)a Qualifying Lender,

(i)falling within paragraphs (a)(i), (a)(ii), (b)(i), (b)(iv), (c) or (d) of the definition of Qualifying Lender; or

(ii)except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (b)(ii) of the definition of Qualifying Lender; or

(b)a Treaty Lender; provided that in the case of a UK Treaty Lender the payment is one specified in a direction given by the Commissioners of Revenue and Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488) and in the case of a US Borrower the Lender has satisfied its obligations under Clause 19.2(i)(iv) (Tax gross-up).

25.9No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, subject always to the Legal Reservations, except with reference to Italy:

(a)where any Finance Document is executed before or deposited with an Italian notary public or in any case formed and executed within the Italian territory in the form of a deed;

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(b)on voluntarily registration of any Finance Document with the Italian tax authority;

(c)in any “case of use” (caso d’uso), including the filing, recording or enrolment of any Finance Document with any Italian judicial authority (when carrying out any administrative activity) or administrative authority (unless such filing is mandatory at law);

(d)in the event any of the provisions of the Finance Document is mentioned (according to the enunciazione principle) in any separate document entered into between the same parties (alone or together with other parties) which have not been previously registered and in respect of which any of the conditions described at paragraphs (a) through (c) above is met; or

(e)if any Finance Document is enforced in Italy either by way of a direct court judgment or an exequatur of a judgment rendered outside Italy.

25.10No default

(a)No Event of Default or Default is continuing or will result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by any Finance Document.

(b)No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has had or is reasonably likely to have a Material Adverse Effect.

25.11No misleading information

All of the written factual information supplied by each of the Original Obligors in connection with the Finance Documents and the matters contemplated therein was (to the best of its knowledge after due and careful enquiry) true, complete and accurate in all material respects as at the date it was given and was not misleading in any material respect.

25.12Financial statements

(a)The Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed therein or otherwise disclosed to the Agent in writing to the contrary prior to the date of this Agreement.

(b)Its Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant Financial Year unless expressly disclosed therein to the contrary or otherwise disclosed to the Agent in writing to the contrary prior to the date of this Agreement.

25.13No proceedings pending or threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which are reasonably likely, if adversely determined, to have a Material Adverse Effect (to the best of the Parent’s knowledge and belief) have been started or threatened against it or any of its Subsidiaries.

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25.14Security

No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.

25.15Pari Passu Ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

25.16US Government Regulations

(a)It is not a “public utility” within the meaning of, or subject to regulation under, the United States Federal Power Act of 1920 (16 U.S.C. §§791 et seq.).

(b)It is not an “investment company” as defined in, or subject to regulation under, the United States Investment Company Act of 1940 (15 U.S.C. §§ 80a-1 et seq.) or in violation of regulation under any United States federal or state law or regulation that limits its ability to incur or guarantee indebtedness.

(c)It has not made (or attempted to make) an “unlawful payment” within the meaning of, and is not in any other way in violation of, the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.) or any similar laws.

25.17ERISA

(a)No ERISA Event has occurred or is reasonably expected to occur that has resulted in or is reasonably expected to result in a material liability of it or its Subsidiaries or any ERISA Affiliate.

(b)Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service of the United States of America, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.

(c)Neither it, nor any of its Subsidiaries, nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan.

(d)Neither it, nor any of its Subsidiaries, nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganisation or has been terminated, within the meaning of Title IV of ERISA, and to the best of its knowledge, no such Multiemployer Plan is reasonably expected to be in reorganisation or to be terminated, within the meaning of Title IV of ERISA.

(e)Except as does not have and could not reasonably be expected to have, a Material Adverse Effect, and except to the extent required under Section 4980B of the Code, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Obligors, any of their Subsidiaries or any of their respective ERISA Affiliates.

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25.18Solvency (US Obligors)

GTECH Corporation is, on a consolidated basis, as of the date hereof, US Solvent.

25.19Material Adverse Effect

No Material Adverse Effect has occurred since the date of the most recent financial statements delivered pursuant to Clause 26.1 (Financial statements).

25.20US Anti-Terrorism laws

It, and to the best of its knowledge, each of its Material Subsidiaries:

(a)has taken reasonable measures to ensure compliance with Anti-Terrorism Laws;

(b)is not a Designated Person; and

(c)does not deal in any property or interest in property known by it to be blocked pursuant to any Anti-Terrorism Law.

25.21US Margin Regulations

No part of the proceeds of any Utilisation will be used (i) in contravention of Regulation T, U or X of the Federal Reserve Board, or (ii) for “buying” or “carrying” (within the meaning of Regulation T, U or X) any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock, other than in the case of clause (ii), that a portion of the proceeds of any Utilisation may be used to make Restricted Payments permitted under paragraph (e) of the definition of Permitted Restricted Payments or as consideration to finance Permitted Acquisitions.  Following the application of the proceeds of each Utilisation, not more than twenty five per cent. (25%) of the value of the assets of the Obligors subject to any restriction contained in this Agreement or any other agreement or instrument between the Obligors, on the one hand, and any Lender or Affiliate of any Lender, on the other hand, relating to Financial Indebtedness will be Margin Stock.

25.22Sanctions, Anti-Corruption and other laws

The Parent represents that:

(a)each member of the Group has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by each such member and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and each member of the Group and their respective directors and officers and, to the knowledge of the Parent, their respective employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in a Borrower being designated as a Sanctioned Person;

(b)none of (a) the Parent, any member of the Group or any of their respective directors, officers or employees, or (b) to the knowledge of the Parent, any agent of the Parent or any member of the Group that will act in any capacity in connection with or benefit from the Facilities, is a Sanctioned Person; and

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(c)no Utilisation, use of proceeds or issuance of Letter of Credit pursuant to this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, the representations and warranties under this Clause 25.22 shall not be made to or for the benefit of any Specified Lender, no Specified Lender shall have any rights under this Clause 25.22 and each Specified Lender shall be deemed not to be a Lender solely for purposes of calculating any consent or vote of the Majority Lenders under Clause 29.16 (Acceleration) with respect to any breach of this Clause 25.22 (but in each case without prejudice to any other rights or obligations of any Specified Lender as a consequence of any Default occurring as a result of any breach of this Clause 25.22).

25.23Gaming

(a)Each member of the Group complies in the jurisdiction in which it operates and conducts its business and operations:

(i)where applicable, with the laws of the United States of America that prohibit internet gambling, including, but not limited to, the US Wire Wager Act (18 U.S.C. §1084);

(ii)based on advice of reputable and experienced counsel, in all material respects with the laws that prohibit, or are reasonably capable of enforcing against any member of the Group prohibitions on, internet gambling of all other Prohibited Jurisdictions; and

(iii)in all material respects with all gaming and internet gaming laws that are applicable in the jurisdictions in which it operates and conducts its business and operations.

(b)The Group has implemented and maintains reasonable safeguards and procedures to determine whether any additional jurisdictions should be included within the category of Prohibited Jurisdictions and exclude persons in the Prohibited Jurisdictions from placing wagers on any of the Group’s internet websites and will continue to maintain such safeguards and procedures until the Final Maturity Date or until, in respect of any Prohibited Jurisdiction, such time as it ceases to be a Prohibited Jurisdiction and the Group has received advice to this effect from reputable and experienced counsel.

25.24Compliance with laws

Each Obligor complies in all respects with all laws to which it may be subject to the extent that failure so to comply would have or would be reasonably likely to have a Material Adverse Effect.

25.25Repetition

(a)The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

(i)the date of each Utilisation Request and the first day of each Interest Period; and

(ii)in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Obligor.

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(b)Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

26.INFORMATION UNDERTAKINGS

The undertakings in this Clause 26 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

26.1Financial statements

The Parent shall supply to the Agent, who will distribute to each Lender, each of the following:

(a)within one hundred twenty (120) days after the end of each of its Financial Years, its annual audited consolidated financial statements by making the same available on the Parent’s public website;

(b)as soon as they become available but in any event within seventy-five (75) days after the end of each of its financial half years its consolidated financial statements for its financial half year by making the same available on the Parent’s public website;

(c)as soon as they are available, but in any event within sixty (60) days after the end of the first and third Financial Quarter of each of its Financial Years, its consolidated financial statements for those Financial Quarters by making the same available on the Parent’s public website; and

(d)as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each of its financial years, the balance sheet and income statement or, if available, audited financial statements of each Guarantor other than the Parent.

26.2Provision and contents of Compliance Certificate

(a)The Parent shall supply to the Agent, who will distribute to each Lender:

(i)with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 26.1 (Financial statements) if the Public Debt Ratings are equal to or higher than BBB- and Baa3 (with at least a stable outlook); provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BBB- or Baa3 as applicable; or

(ii)otherwise with each set of financial statements delivered pursuant to paragraphs (a), (b) and (c) of Clause 26.1 (Financial statements),

a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 27 (Financial Covenants) as at the date as at which those financial statements were prepared, including an explanation as to how the average US$/€ rate has been calculated and disclosure of items included in EBITDA, Total Net Debt and Total Net Interest Costs with an indication of the value of each item expressed as per the consolidated financial statements.

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(b)Commencing with the Compliance Certificate that is deliverable with respect to the Financial Quarter ending on 31 December 2014, the Compliance Certificate delivered in respect of the Financial Quarters ending in June and December in each Financial Year shall set out (in reasonable detail) computations as to compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors).

(c)Commencing with the Compliance Certificate that is deliverable with respect to the Financial Quarter ending on 31 December 2014, the Compliance Certificate delivered in respect of the Financial Quarters ending December in each Financial Year shall list the Material Subsidiaries or confirm that there has been no change to the list of Material Subsidiaries since the previous Compliance Certificate for the Financial Quarter ending 31 December.

(d)Each Compliance Certificate shall be signed by duly authorised signatory of the Parent and shall be reported on by the Auditors with respect to the information provided pursuant to Clause 26.2(a) (in the form agreed by the Auditors) when the audited consolidated Financial Statements for the Group are delivered pursuant to paragraph (a) of Clause 26.1 (Financial statements).

26.3Requirements as to financial statements

The Parent shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using the Accounting Principles and financial reference periods consistent with those applied in the presentation of the Original Financial Statements for the Parent unless, in relation to any set of financial statements, the Parent notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and its Auditors deliver to the Agent, who will distribute to each Lender:

(a)a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which the Parent’s Original Financial Statements were prepared; and

(b)sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 27 (Financial Covenants) has been complied with, to determine the Margin as set out in the definition of “Margin”, and to make an accurate comparison between the financial position indicated in those financial statements.

Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements of the Parent were prepared.

26.4Information:  miscellaneous

The Parent shall supply to the Agent who will distribute to each Lender and, in the case of paragraph (b) below, GTECH Corporation shall also supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests) who will distribute to each Lender:

(a)promptly, copies of all documents dispatched by the Parent to its shareholders generally (or any class of them) or dispatched by any Obligor to its creditors generally (or any class of them);

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(b)promptly upon becoming aware of them, the details of any ERISA Events, material environmental issues, material litigation, arbitration or administrative proceedings which are, in each case, current, threatened or pending against any member of the Group, which if adversely determined has or is reasonably likely to have a Material Adverse Effect;

(c)promptly upon it becoming publicly available information, notice of any change to, or withdrawal of, any Public Debt Rating;

(d)promptly upon completion, notice that the Transactions are completed;

(e)promptly upon termination or upon publication (as the case may be), notice that the Merger Agreement has been terminated or that the Parent has disclosed publicly that it no longer intends to proceed with the completion of the Mergers; and

(f)promptly on request, such further information regarding the financial condition, assets and operations of the Group or any member of the Group as any Finance Party through the Agent may reasonably request,

it being understood that the Parent and GTECH Corporation may satisfy their obligations under this Clause 26.4 by publishing the relevant information to its website and notifying the Agent in writing that the relevant information has been so published.

26.5Notification of Default

Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

26.6“Know your customer” checks

(a)If:

(i)           the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)      any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

(iii)      a proposed assignment or transfer by a Lender of any of its rights or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent, the Swingline Agent, the Issuing Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent, the Swingline Agent, the Issuing Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent, the Swingline Agent or the Issuing Agent (in each case for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, the Swingline Agent, the Issuing Agent such Lender or, in the case of the event described in paragraph (iii) above, any prospective

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new Lender to carry out and be satisfied with the results of all necessary “know your customer” or other checks in relation to any relevant person pursuant to the transactions contemplated in the Finance Documents.

(b)Each Lender shall promptly upon the request of the Agent, the Swingline Agent or the Issuing Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent, the Swingline Agent or the Issuing Agent (in each case for itself) in order to carry out and be satisfied with the results of all necessary “know your customer” or other checks on Lenders or prospective new Lenders pursuant to the transactions contemplated in the Finance Documents.

(c)The Parent shall, by not less than ten (10) Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor or Additional Borrower pursuant to Clause 31 (Changes to the Obligors).

(d)Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor or Additional Borrower obliges the Agent, the Swingline Agent, the Issuing Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall promptly upon the request of the Agent, the Swingline Agent, the Issuing Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent, the Swingline Agent or the Issuing Agent (in each case for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent, the Swingline Agent, the Issuing Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other checks in relation to any relevant person pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor or as the case may be, an Additional Borrower.

26.7Posting on electronic system

Each of the Borrowers hereby acknowledges that (a) the Agent or the Global Coordinators will make available to the other Finance Parties materials or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or their securities) (each, a “Public Lender”).  Each Borrower hereby agrees that so long as such Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities; (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrowers shall be deemed to have authorised the Finance Parties to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws (provided that such Borrower Materials shall be treated as set forth in Clause 44 (Confidentiality)); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Agent and the Global Coordinators shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a

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portion of the Platform not designated “Public Investor”.  Notwithstanding the foregoing, each Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC”.

27.FINANCIAL COVENANTS

27.1Financial definitions

In this Clause 27:

“Calculation Date” means (i) at any time the Public Debt Ratings are equal to or higher than BBB- (with at least a stable outlook) and Baa3 (with at least a stable outlook) 30 June and 31 December of each year (provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BBB- (with at least a stable outlook) or Baa3 (with at least a stable outlook) as applicable) and (ii) at any time any Public Debt Rating is lower than BBB- (with at least a stable outlook) or Baa3 (with at least a stable outlook), or any Public Debt Rating is withdrawn, 31 March, 30 June, 30 September and 31 December of each year (provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being lower than BBB- (with at least a stable outlook) or Baa3 (with at least a stable outlook) as applicable).

“Consolidated Interest Expense” means the amount of interest, discount, acceptance and commitment fees, amounts payable under interest rate hedging agreements and the interest element of payments under finance leases, including, for the avoidance of doubt, interest payable on the Capital Securities.

“EBITDA” means the amount of the consolidated operating income of the Group:

(a)plus depreciation, amortization and impairment loss; and

(b)plus extraordinary and non-cash items of expense but only to the extent such items have been deducted in the determination of operating income; and

(c)minus extraordinary and non-cash items of income, but only to the extent such items are included in operating income; and

(d)minus amounts attributable to minority interests in excess of US$60,000,000.

“Relevant Period” means a period of twelve (12) months ending on the last day of a Financial Year or half year or, as the case may be, financial quarter of the Parent.

“Total Net Debt” means the total Financial Indebtedness of the Group (including, for the avoidance of doubt, the outstanding amount of the Capital Securities and excluding, for the avoidance of doubt, any accrued Consolidated Interest Expense) minus the aggregate amount of cash and Cash Equivalent Investments held by the Group (in each case calculated using the twelve-month average US$/€ month-end spot rate).

“Total Net Interest Costs” means Consolidated Interest Expense of the Group less interest received and amounts received under interest rate hedging agreements less capitalised up-front debt issuance costs recorded as interest expense.

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27.2Financial condition

The Parent shall ensure that:

(a)EBITDA to Total Net Interest Costs:  EBITDA to Total Net Interest Costs at each Calculation Date shall not be less than the ratio set out next to the relevant Calculation Date in the table below:

EBITDA to Total Net  Interest  Costs	2014	2015	2016	2017	2018	2019
March	—	2.75:1.00	2.75:1.00	3.00:1.00	3.00:1.00	3.00:1.00
June	—	2.75:1.00	2.75:1.00	3.00:1.00	3.00:1.00	3.00:1.00
September	—	2.75:1.00	2.75:1.00	3.00:1.00	3.00:1.00	3.00:1.00
December	2.75:100	2.75:1.00	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00

(b)Total Net Debt to EBITDA:  Total Net Debt to EBITDA at each Calculation Date shall:

(i)if the Mergers are not completed, not be greater than 4.00:1.00 as tested at each Calculation Date in accordance with Clause 27.3 (Financial testing) below; and

(ii)if the Mergers are completed, not be greater than the ratio set out next to the relevant Calculation Date in the table below:

Total Net  Debt to  EBITDA	2014	2015	2016	2017	2018	2019
March	—	5.50:1.00	5.50:1.00	5.00:1.00	4.50:1.00	4.25:1.00
June	—	5.50:1.00	5.50:1.00	5.00:1.00	4.50:1.00	4.00:1.00
September	—	5.50:1.00	5.00:1.00	4.75:1.00	4.25:1.00	4.00:1.00
December	5.50:1.00	5.50:1.00	5.00:1.00	4.75:1.00	4.25:1.00	4.00:1.00

27.3Financial testing

The financial covenants set out in Clause 27.2 (Financial condition) shall be calculated in accordance with the Accounting Principles and tested in relation to the Group on a consolidated basis by reference to each Compliance Certificate delivered in accordance with Clause 26.2 (Provision and contents of Compliance Certificate).

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28.GENERAL UNDERTAKINGS

The undertakings in this Clause 28 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

28.1Authorisations

Each Obligor shall promptly:

(a)obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)supply certified copies to the Agent (at its request) of, any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i)enable it to perform its obligations under the Finance Documents; and

(ii)ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document to which it is a party.

28.2Compliance with laws

(a)Each Obligor shall (and the Obligors shall ensure that each member of the Group will) comply in all respects with all laws to which it may be subject, if (except as regards (i) Sanctions, to which Clause 28.20 (Use of proceeds and Sanctions) below applies, and (ii) Anti-Corruption Laws, to which Clause 28.21 (Anti-Corruption) below applies) failure so to comply has or is reasonably likely to have a Material Adverse Effect.

(b)The Borrowers will maintain in effect and enforce policies and procedures designed to promote and achieve compliance by the Borrowers, their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

28.3Merger

No Obligor shall (and the Obligors shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction other than a Permitted Merger or Permitted Acquisition.

28.4Change of business

The Obligors shall ensure that no substantial change is made to the general nature of the business of the Group from the Business.

28.5Acquisitions

(a)Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no other member of the Group will):

(i)acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(ii)incorporate a company.

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(b)Paragraph (a) above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any equity or partnership interest in any of them), or the incorporation of a company or Joint Venture which is a Permitted Acquisition.

28.6Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

28.7Negative pledge

(a)In this Clause 28.7, “Quasi-Security” means a transaction described in paragraph (b) below.

(b)Except as permitted under paragraph (c) below:

(i)No Obligor shall (and the Obligors shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

(ii)No Obligor shall (and the Obligors shall ensure that no other member of the Group will):

(A)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(B)sell, transfer or otherwise dispose of any of its receivables on recourse terms (it being understood for the avoidance of doubt that a member of the Group may sell, transfer or otherwise dispose of its receivables on non-recourse terms);

(C)enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(D)enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, which is Permitted Security.

28.8Disposals

(a)Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

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(b)Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal.

28.9Loans or credit

(a)Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no member of the Group will) be a creditor in respect of any Financial Indebtedness.

(b)Paragraph (a) above does not apply to a Permitted Loan.

28.10No Guarantees or indemnities

(a)Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

(b)Paragraph (a) does not apply to a guarantee which is a Permitted Guarantee.

28.11Dividends and share redemption

(a)The Parent shall not declare, make or pay or allow any member of the Group to declare, make or pay any Restricted Payment.

(b)Paragraph (a) does not apply to a Restricted Payment which is a Permitted Restricted Payment and, for the avoidance of doubt, does not prohibit the Merger Capital Reduction.

28.12Priority Financial Indebtedness

The Obligors shall ensure that at no time will Financial Indebtedness incurred or allowed to remain outstanding by all members of the Group (including non-Guarantors) that are not Obligors exceed in the aggregate five per cent. (5%) of the consolidated total assets of the Group.

28.13Pensions and employee benefit schemes

(a)The Parent shall ensure that all pension schemes operated or maintained for the benefit of members of the Group or any of its employees are maintained and fully funded on the basis of reasonable actuarial assumptions and valuations prepared by actuaries of recognised standing most recently used to account for such obligations in accordance with the Accounting Principles and, in any case, in compliance with applicable law and the contracts governing their provision and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect.

(b)The Parent shall ensure that no member of the Group establishes any defined benefit occupational pension scheme.

(c)The Parent shall deliver to the Agent copies of any actuarial reports prepared in relation to the pension schemes for the time being operated by or maintained for the benefit of members of the Group or any of its employees promptly after those reports are prepared in

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order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent) or otherwise.

(d)The Parent shall promptly notify the Agent of any material change in the rate of contributions to any pension schemes referred to in paragraph (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).

(e)The Parent shall (and shall ensure that each of its Subsidiaries incorporated in Italy will):

(i)fully and timely pay and discharge all mandatory and supplementary social security and health care assistance contributions (including interest and penalties) which the same companies are requested to pay under applicable laws, regulations, by-laws and any agreement entered into by the same companies;

(ii)duly and timely file or cause to be filed, according to applicable law, all social security returns and social security reports which are required to be filed by same companies;

(iii)properly and entirely accrue in the financial statements the TFR (Trattamento di fine rapporto) with regard to all its employees according to the applicable laws; and

(iv)make adequate provisions in their accounts, pertaining to mandatory and supplementary social security and health care contributions which have not been paid because they are not yet due under the terms of any applicable laws, regulations, by-laws and any agreement entered into by the same companies.

28.14Intellectual Property

Each Obligor shall (and the Obligors shall procure that each Group member will):

(a)preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of the relevant Group member;

(b)use reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;

(c)make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property in full force and effect and record its interest in that Intellectual Property;

(d)not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any member of the Group to use such property; and

(e)not discontinue the use of the Intellectual Property,

where failure to do so, in the case of paragraphs (a), (b) and (c) above, or in the case of paragraphs (d) and (e) above, such use, permission to use, omission or discontinuation, is reasonably likely to have a Material Adverse Effect.

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28.15No speculative Hedging Arrangements

No Borrower shall enter into any derivative transaction other than any derivative transaction entered into in connection with protection against or benefit from fluctuations in any rate or price.

28.16ERISA reporting requirements

Each Obligor shall (and the Parent shall ensure that each relevant member of the Group will):

(a)ERISA Events and ERISA Reports

(i)promptly and in any event within ten (10) days after such Obligor or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, deliver to the Agent a statement of the finance director of the Parent describing such ERISA Event and the action, if any, that such Obligor or such ERISA Affiliate has taken and proposes to take with respect thereto; and

(ii)on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information;

(b)Plan Terminations:  promptly and in any event within five (5) Business Days after receipt thereof by any Obligor or any ERISA Affiliate, deliver to the Agent copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;

(c)Plan Annual Reports:  promptly upon the written request of the Agent, deliver to the Agent copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) most recently filed by it with the Employee Benefits Security Administration of the United States with respect to each Plan; and

(d)Multiemployer Plan notices:  promptly and in any event within five (5) Business Days after receipt thereof by it or any ERISA Affiliate from the sponsor of a Multiemployer Plan, deliver to the Agent copies of each notice concerning:

(i)the imposition of Withdrawal Liability by any such Multiemployer Plan;

(ii)the reorganisation or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan; or

(iii)the amount of liability incurred, or that may be incurred, by such Obligor or any ERISA Affiliate in connection with any event described in paragraph (i) or (ii) above.

28.17Italian segregation of assets or finanziamenti destinati

No Italian Obligor shall:

(a)segregate assets or revenues pursuant to Article 2447 bis (Patrimoni Destinati ad uno Specifico Affare) of the Italian Civil Code;

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(b)enter into any transaction which could qualify as a finanziamento destinato pursuant to article 2447-decies;

(c)issue any class of stock or any other financial instruments under article 2447-ter of the Italian Civil Code, or

(d)in each case, without the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

28.18US Anti-Terrorism Laws

(a)No Obligor shall engage in any transaction that violates any of the applicable prohibitions set forth in any Anti-Terrorism Law.

(b)None of the funds or assets of such Obligor or its Subsidiaries that are used to repay the Facilities shall constitute property of, or shall be beneficially owned by, any Designated Person or be derived from transactions known to an Obligor to violate the prohibitions set forth in any Anti-Terrorism Law, and no Designated Person shall have any direct or indirect interest in such Obligor that would constitute a violation of any Anti-Terrorism Laws.

28.19US Margin Regulations

No part of the proceeds of any Utilisation will be used (i) in contravention of Regulation T, U or X of the Federal Reserve Board, or (ii) for “buying” or “carrying” (within the meaning of Regulation T, U or X) any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock, other than in the case of clause (ii), that a portion of the proceeds of any Utilisation may be used to make Restricted Payments permitted under paragraph (e) of the definition of Permitted Restricted Payments or as consideration to finance Permitted Acquisitions.  Following the application of the proceeds of each Utilisation, not more than twenty five per cent. (25%) of the value of the assets of the Obligors subject to any restriction contained in this Agreement or any other agreement or instrument between the Obligors, on the one hand, and any Lender or Affiliate of any Lender, on the other hand, relating to Financial Indebtedness will be Margin Stock.

28.20Use of proceeds and Sanctions

(a)The undertakings in this Clause 28.20 remain in force from the date of this Agreement for as long as any amount is outstanding under the Finance Documents or any Commitment is in force:

(i)a Borrower will not request any Utilisation, and a Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Utilisation (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (B) in any manner that would result in the violation of  any Sanctions applicable to any party hereto. Each Obligor shall, and shall procure that each other member of the Group shall, not knowingly use any revenue or benefit derived from any activity or dealing with a Sanctioned Person to be used in discharging any obligation due or owing to the Finance Parties; and

(ii)each Obligor shall, and shall procure that each other member of the Group shall, to the extent permitted by law promptly upon becoming aware of them supply to the

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Agent, who will distribute to each Lender, details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.

(b)Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, the undertakings in this Clause 28.20 shall not be made to or for the benefit of any Specified Lender, no Specified Lender shall have any rights under this Clause 28.20  and each Specified Lender shall be deemed not to be a Lender solely for purposes of calculating any consent or vote of the Majority Lenders under Clause 29.16 (Acceleration) with respect to any breach of this Clause 28.20 (but in each case without prejudice to any other rights or obligations of any Specified Lender as a consequence of any Default occurring as a result of any breach of this Clause 28.20).

28.21Anti-Corruption

(a)Neither the Parent nor any Obligor shall (and the Parent shall ensure that no other member of the Group will) directly or indirectly use the proceeds of the Facilities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws.

(b)The Parent and each Obligor shall (and the Parent shall ensure that each other member of the Group will) not violate applicable Anti-Corruption Laws and Sanctions in any material respect.

28.22Existing Target Facility Repayment

The Parent shall procure that following the completion of the Mergers and the accession of Target to this Agreement pursuant to Clause 31.2 (Additional Obligors) any amounts outstanding under the Existing Target Facility shall be promptly repaid, cancelled and discharged in full and any guarantees with respect to the Existing Target Facility shall be released.

28.23Security following Debt Ratings decrease

(a)If following completion of the Mergers:

(i)any two Public Debt Ratings (or any Public Debt Rating, if two Public Debt Ratings are issued) are either equal to BB or Ba2 or lower or have been withdrawn, then the Parent shall procure that, as soon as practicable and in any event within ninety (90) days after the relevant Public Debt Rating(s) or Public Debt Rating withdrawal(s) or reduction(s) become(s) public, Security:

(A)is granted in favour of the Finance Parties and each Hedging Bank by Holdco over the shares of the Target and the quotas of Italian Holdco;

(B)is granted in favour of the Finance Parties and each Hedging Bank by:

(1)each Obligor over each intercompany note or loan in excess of US$10,000,000 (or its equivalent in any other currency or currencies) between the Obligor as creditor and a member of the Group as debtor; and

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(2)each member of the Group over each intercompany note or loan  in excess of US$10,000,000 (or its equivalent in any other currency or currencies) between such member of the Group as creditor and an Obligor as debtor,

whether documented by a promissory note or otherwise and including any such intercompany note or loan between Holdco and any of the Target, Italian Holdco or GTECH Corporation at completion of the Transaction; and

(ii)any Public Debt Rating is equal to BB- or Ba3 or lower (in circumstances where the remaining Public Debt Ratings are equal to BB+ or Ba1 or lower) or any Public Debt Rating has been withdrawn, then the Parent shall procure that, as soon as practicable and in any event within ninety (90) days after the relevant Public Debt Rating(s) or Public Debt Rating withdrawal(s) or reduction(s) become(s) public, Security is granted in favour of the Finance Parties and each Hedging Bank over:

(A)the assets referred to in paragraph (a)(i) above, to the extent it has not already been granted in favour of the Finance Parties and each Hedging Bank; and

(B)all of the accounts receivable under contracts for the supply of goods and services to customers of the Material Subsidiaries,

it being understood that granting of Security under this paragraph (a)(ii) will not be required to the extent that it would cause a default (however defined) under any “equal and rateable security” or “most favoured nation” provisions (or other provisions of equivalent effect) under the Pari Passu Indebtedness due to an inability (despite the exercise of reasonable commercial endeavours) to overcome any obstacle to compliance with such provisions.

(b)If at any time after the date of this Agreement:

(i)any new Security or Quasi-Security is granted over assets of the Group in favour of the holders or creditors of Pari Passu Indebtedness; or

(ii)any existing Security or Quasi Security is amended on terms favourable to the holders or creditors of Pari Passu Indebtedness;

then, at the same time any such grant or amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including accessions pursuant to Clause 31 (Changes to the Obligors)) to procure that the Finance Parties and each Hedging Bank receive the benefit of the same or substantially the same new Security or Quasi-Security (on the same or substantially the same terms and conditions) or receive the benefit of the same or substantially the same amended terms (as the case may be) in substance and form satisfactory to the Agent (acting reasonably).

(c)With respect to any Security or Quasi-Security granted or to be granted by any member of the Group pursuant to paragraphs (a) and (b) above (the “Transaction Security”), each Obligor shall, as soon as reasonably practicable following the relevant public announcement (or in the case of any Transaction Security granted to holder of Pari Passu Indebtedness, at the same time as such Transaction Security is so granted), do all such acts or execute all such documents as the Agent may reasonably specify (and in such form as the Agent may reasonably require) to grant and perfect the Transaction Security created or intended to be

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created under or evidenced by the relevant security documents entered into with respect to the Transaction Security (the “Security Documents”) and shall thereafter take all such action as is available to it (including making all filings and registrations and entering into any deeds of confirmation) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Transaction Security conferred or intended to be conferred by or pursuant to the Security Documents, in each case promptly following a reasonable request of the Agent (including without limitation following the completion of any Permitted Merger).

(d)With respect to the granting of any Security or Quasi-Security granted or to be granted by any member of the Group pursuant to paragraphs (a) and (b) above, the obligation shall be subject always to the Agreed Security Principles.  With respect to the granting of Security over accounts receivable referred to in paragraph (b) above in circumstances where Agreed Security Principle 2.1(d) relating to third party arrangements would apply due to the requirement of third party consent, then the Parent shall request such consent within the applicable timeframe in respect of accounts receivable that together, at that time, constitute a percentage of consolidated Group revenues that is at least the greater of (i) the percentage of revenues represented by the ten (10) largest relevant contracts by revenue and (ii) twenty five per cent. (25%).

(e)In this Agreement, “Pari Passu Indebtedness” means any Financial Indebtedness incurred by any member of the Group pursuant to any loan, facility, any public or private financing in the domestic or international debt capital markets (including any public or private bond issue, placement or note, security or other debt issuance or indebtedness), in each case incurred by any member of the Group (including, without limitation, the Bridge Facilities and the Existing GTECH Notes) as well as any Financial Indebtedness incurred by any member of the Group for the purposes of refinancing any of the aforementioned Financial Indebtedness but excludes Financial Indebtedness which is secured by Security that falls within the basket set out in paragraph (o) of the definition of “Permitted Security”.

(f)The provisions of Clause 28.23 (Security following Debt Ratings decrease) shall continue with full force and effect notwithstanding any intervening application of Clause 42.7 (Release of Security on Permitted Disposal and Investment Grade Rating) and in the event that the relevant trigger conditions are met subsequently, the Parent shall again be obliged to procure the granting of Security in accordance with this Clause 28.23.

28.24Guarantor Threshold Test and Additional Guarantors

(a)Subject in each case to the Agreed Security Principles, the Parent shall do all acts and deliver all documents as are necessary, including procuring accessions pursuant to Clause 31 (Changes to the Obligors), to ensure that commencing from 31 December 2014, and by reference to the Compliance Certificate and accompanying financial statements to be delivered pursuant to Clause 26.2(b) (Provision and contents of Compliance Certificate): (i) the ratio of (A) the aggregate of the total unconsolidated assets of the Guarantors excluding the Excluded Assets to (B) the consolidated total assets of the Group excluding Excluded Assets is greater than or equal to eighty five per cent. (85%) and (ii) the ratio of (A) the unconsolidated aggregate earnings before interest, taxes, depreciation and amortisation (calculated on the same basis as EBITDA is calculated but excluding the Excluded EBITDA Entries) of the Guarantors to (B) EBITDA of the Group excluding Excluded EBITDA Entries is greater than or equal to eighty five per cent. (85%).

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(b)For the purposes of paragraph (a) above, the consolidated total assets and EBITDA of the Group (i) may exclude the total assets and EBITDA of Subsidiaries with negative assets or negative EBITDA and (ii) shall exclude the total assets and EBITDA of all Subsidiaries which the Agent (acting reasonably) is satisfied are either not eligible (on the basis of the Agreed Security Principles) to be Guarantors or over whose shares (on the basis of the Agreed Security Principles) no Security is required to be granted.

(c)If at any time after the date of this Agreement:

(i)any new guarantee is granted in favour of any holder or creditor of Pari Passu Indebtedness; or

(ii)any guarantee is amended on terms favourable to the holders or creditors of Pari Passu Indebtedness;

then, at the same time any such grant or amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including accessions pursuant to Clause 31 (Changes to the Obligors)) to procure that the Finance Parties receive the benefit of the same or substantially the same new guarantee (on the same or substantially the same terms and conditions) or receive the benefit of the same or substantially the same amended terms (as the case may be) in substance and form satisfactory to the Agent (acting reasonably).

(d)With respect to any guarantee granted or to be granted by any member of the Group pursuant to paragraph (c) above, the obligation shall be subject always to the Agreed Security Principles.

28.25MFN to Financial Covenants and Mandatory Prepayments

(a)If at any time:

(i)any new financial covenant is put in place in favour of any holder or creditor of Pari Passu Indebtedness; or

(ii)the levels of any financial covenant in favour of the holders or creditors of Pari Passu Indebtedness is or is amended to become more stringent than the levels of the same or an equivalent financial covenant in favour of the Finance Parties under this Agreement;

then, at the same time any such financial covenant is put in place, becomes more stringent or such amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including entering into an amendment and restatement of this Agreement) to procure that the Finance Parties receive the benefit of the same or substantially the same financial covenants (on the same or substantially the same terms and conditions and at substantially the same levels) (as the case may be) in substance and form satisfactory to the Agent (acting reasonably).

(b)If at any time:

(i)any new mandatory prepayment provision is put in place in favour of any holder or creditor of Pari Passu Indebtedness; or

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(ii)any mandatory prepayment provision in favour of the holders or creditors of Pari Passu Indebtedness is or is amended to become more favourable than any mandatory prepayment provision in favour of the Finance Parties under this Agreement;

then, at the same time any such mandatory prepayment provision is put in place, or such amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including entering into an amendment and restatement of this Agreement) to procure that the Finance Parties receive the benefit of the same or substantially the same mandatory prepayment provisions (on the same or substantially the same terms and conditions subject to paragraph (c) below) (as the case may be) in substance and form satisfactory to the Agent (acting reasonably).

(c)For the purposes of paragraph (b) above, it is acknowledged and agreed that any such mandatory prepayment provision introduced into this Agreement as a result shall provide for prepayment of the Facilities without cancellation such that the amount prepaid may subsequently be re-drawn (thought it is understood that the amount redrawn may not be used to finance, directly or indirectly, the equivalent mandatory prepayment of Pari Passu Indebtedness).

28.26Structure Memorandum

The Parent shall not amend the Structure Memorandum in a way that is reasonably likely to be materially prejudicial to the interests of the Lenders without the consent of the Majority Lenders (acting reasonably).

29.EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 29 is an Event of Default.

29.1Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless such failure to pay is due to administrative or technical error and payment is made within three (3) Business Days of its due date.

29.2Financial covenants and other obligations

Any requirement of Clause 27 (Financial Covenants) is not satisfied or an Obligor does not comply with the provisions of Clauses 28.7 (Negative pledge), 28.8 (Disposals), 28.20 (Use of proceeds and Sanctions), 28.21 (Anti-Corruption), 28.11 (Dividends and share redemption) or Clause 28.12 (Priority Financial Indebtedness).

29.3Other obligations

(a)An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 29.1 (Non-payment) and Clause 29.2 (Financial covenants and other obligations)).

(b)No Event of Default under paragraph (a) above will occur if (i) the failure to comply is capable of remedy and is remedied within twenty (20) Business Days of the Agent giving

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notice to the Parent or relevant Obligor or the Parent or an Obligor becoming aware of the failure to comply.

29.4Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made and, if capable of cure, is not cured within twenty (20) Business Days.

29.5Cross-default

(a)Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b)Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d)Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e)No Event of Default will occur under this Clause 29.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) through (d) above is less than €50,000,000 or its equivalent in any other currency or currencies (or, following completion of the Mergers, US$75,000,000 or its equivalent in any other currency or currencies).

29.6Insolvency

(a)An Obligor or Material Subsidiary is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b)The value of the assets of any Obligor (other than the Parent) or Material Subsidiary is less than its liabilities (taking into account contingent and prospective liabilities) and such circumstances continue for sixty (60) days commencing on the earlier of the date when the directors of such Obligor acknowledge or have evidence that such circumstances exist; or

(c)Any circumstance contemplated under Section 2447 of the Italian Civil Code occurs in relation to the Parent and:

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(i)no shareholders meeting takes place for the recapitalisation of the Parent; or

(ii)the recapitalisation of the Parent is not completed,

in each case within sixty (60) days of the earlier of the date when the directors of the Parent acknowledge or have evidence that the aforementioned circumstance is in existence.

(d)A moratorium is declared in respect of any indebtedness of an Obligor or Material Subsidiary.  If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

29.7Insolvency proceedings

(a)Any corporate action, legal proceedings or other procedure or step (including a petition or a judicial or court order) is taken or filed in relation to:

(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, bankruptcy, other insolvency proceedings or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Obligor (other than the Parent) or Material Subsidiary;

(ii)a composition, compromise, assignment or arrangement with any creditor of an Obligor (other than the Parent) or Material Subsidiary;

(iii)the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of an Obligor (other than the Parent) or Material Subsidiary or any of its assets;

(iv)enforcement of any Security over any assets of an Obligor (other than the Parent) or Material Subsidiary;

(v)enforcement of any Security over any asset or assets of the Parent having an aggregate value greater than or equal to €50,000,000 or its equivalent in any other currency or currencies (or, following completion of the Mergers, US$75,000,000 or its equivalent in any other currency or currencies); or

(vi)Italian Insolvency Proceedings,

or any analogous procedure or step is taken in any jurisdiction.

(b)Paragraph (a) shall not apply to:

(i)any winding-up petition against any Obligor (other than the Parent) or Material Subsidiary which is frivolous or vexatious and is discharged, stayed or dismissed within sixty (60) days of commencement or, if earlier, the date on which it is advertised; or

(ii)any petition filed by creditors against the Parent in respect of an Italian Insolvency Proceeding to the extent that (a) the Parent is contesting in good faith and by appropriate means such petition, (b) the Parent provides evidence to the Lenders that

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it is reasonably likely that such petition will be discharged within ninety (90) days of its filing and (c) such petition is discharged within ninety (90) days of its filing.

29.8Creditors’ process

Pursuant to any creditor’s process, any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of an Obligor or Material Subsidiary having an aggregate value greater than or equal to €25,000,000 or its equivalent in any other currency or currencies (or, following completion of the Mergers, US$35,000,000 or its equivalent in any other currency or currencies) and is not discharged within sixty (60) days.

29.9Unlawfulness and invalidity

(a)It is or becomes unlawful for an Obligor to perform any of its material obligations under the Finance Documents.

(b)Any obligation or obligations of any Obligor under any Finance Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c)Any Finance Document ceases to be in full force and effect in any material respect ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

29.10Cessation of business

Any Obligor or any Material Subsidiary suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a substantial part of its business except as a result of a Permitted Disposal or a Permitted Merger.

29.11Repudiation and rescission of agreements

An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or a material provision thereof or evidences an intention to rescind or repudiate a Finance Document or a material provision thereof.

29.12Litigation

Any litigation, or administrative, proceedings are commenced or threatened in writing against an Obligor or any Material Subsidiary which have been adversely determined, or would be reasonably likely to be adversely determined and if so determined, be reasonably likely to have, a Material Adverse Effect.

29.13Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

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29.14ERISA Events of Default

(a)Any ERISA Event shall have occurred with respect to a Plan and such ERISA Event taken together with the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Obligors and the ERISA Affiliates related to such ERISA Event) and shall have caused, or shall reasonably be expected to cause, a Material Adverse Effect.

(b)Any ERISA Event shall have occurred with respect to a plan that shall have caused or shall be reasonably be expected to have a Material Adverse Effect.

(c)Any Obligor or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Obligors and the ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), shall be reasonably expected to cause a Material Adverse Effect.

(d)Any Obligor or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of title IV of ERISA, and as a result of such termination the aggregate annual contributions of the Obligors and the ERISA Affiliates to all Multiemployer Plans that are then in reorganisation or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer plans immediately preceding the plan year in which such termination occurs by an amount that shall be reasonably expected to cause a Material Adverse Effect.

29.15US Insolvency Proceedings

(a)An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction in the United States seeking:

(i)relief in respect of any Obligor or Material Subsidiary, or of a substantial part of the property or assets of any Obligor or Material Subsidiary, under US Bankruptcy Law;

(ii)the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or Material Subsidiary or for a substantial part of the property or assets of any Obligor or Material Subsidiary; or

(iii)the winding-up or liquidation of any Obligor or Material Subsidiary,

and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered.

(b)Any Obligor or Material Subsidiary shall:

(i)voluntarily commence any proceeding or file any petition seeking relief under US Bankruptcy Law; or

(ii)apply for or consent to the appointment, pursuant to the laws of the United States or any state thereof, of a receiver, trustee, custodian, sequestrator, conservator or

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similar official for any Obligor or Material Subsidiary or for a substantial part of the property or assets of any Obligor or Material Subsidiary.

29.16Acceleration

(a)On and at any time after the occurrence of an Event of Default, other than an Event of Default referred to in paragraph (b) below, which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Parent:

(i)cancel the Total Facility Commitments or US Dollar Swingline Commitments or both at which time they shall immediately be cancelled;

(ii)declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;

(iii)declare that all or part of the Utilisations be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders;

(iv)declare that cash cover in respect of each Letter of Credit is immediately due and payable at which time it shall become immediately due and payable;

(v)declare that cash cover in respect of each Letter of Credit is payable on demand at which time it shall immediately become due and payable on demand by the Agent on the instructions of the Majority Lenders;

(vi)declare all or any part of the amounts outstanding under the US Dollar Swingline Facility to be immediately due and payable, at which time they shall become immediately due and payable;

(vii)declare that all or any part of the amounts outstanding under the US Dollar Swingline Facility be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; or

(viii)exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

(b)If an Event of Default occurs under Clause 29.15 (US Insolvency Proceedings) in respect of an Obligor:

(i)the Facility Commitments shall immediately be cancelled; and

(ii)all of the Loans, together with accrued interest, and all other amounts accrued under the Finance Documents shall be immediately due and payable;

in each case automatically and without any direction, notice, declaration or other act.

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30.CHANGES TO THE LENDERS

30.1Assignments and transfers by the Lenders

Subject to this Clause 30.1, a Lender (the “Existing Lender”) may:

(a)assign any of its rights; or

(b)transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”) and in the case of a Revolving Facility made available to the Parent or any other Italian Borrower, it is (i) not a Blacklisted Resident Entity and (ii) a person authorised under applicable Italian law or regulation to (x) make loans to a borrower incorporated in Italy; or (y) acquire participations in or provide guarantees or cash cover in relation to loans made to a borrower incorporated in Italy.

30.2Conditions of assignment or transfer

(a)Except where such assignment or transfer is from a Lender to an Affiliate, another Lender or a Related Fund, the minimum amount of any assignment or transfer undertaken pursuant to this Clause 30 must be greater than or equal to the Base Currency Amount of US$5,000,000 with respect to Revolving Facility A and €5,000,000 with respect to Revolving Facility B.

(b)The consent of the Parent shall be required for any assignment or transfer by an Existing Lender of any of such Existing Lender’s rights or obligations under this Agreement, unless the transfer or assignment is:

(i)to another Lender or an Affiliate of a Lender; or

(ii)following an Event of Default which is continuing.

Where the consent of the Parent is required it shall not be unreasonably withheld or delayed, and shall be deemed to have been given if no response has been received from the Parent within five (5) Business Days of the date of the request for its consent.

(c)An assignment will only be effective on:

(i)receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it had been an Original Lender;

(ii)the recordation of such assignment on the Register; and

(iii)the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender.

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(d)If:

(i)a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 19 (Tax Gross Up and Indemnities) or Clause 20.1 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in relation to Clause 19.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii)(B) of Clause 19.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender.

(e)Any Lender may, without the consent of any Obligor, at any time sub-participate or sub-contract any of its rights or obligations under the Finance Documents.

(f)By becoming party to this Agreement each Obligor expressly grants its consent to any assignment or transfer of the rights and obligations from an Existing Lender to a New Lender for the purposes of article 1407 of the Italian Civil Code.

(g)Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Overall Facility A Commitment is not less than:

(i)its US Dollar Swingline Commitment; or

(ii)if it does not have a US Dollar Swingline Commitment, the US Dollar Swingline Commitment of a Lender which is its Affiliate.

30.3Assignment or transfer fee

Unless the Agent otherwise agrees and excluding an assignment or transfer (i) to an Affiliate of a Lender, (ii) to a Related Fund or (iii) made in connection with primary syndication of the Facilities, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of €1,500 (or, following completion of the Mergers, US$2,000).

30.4Limitation of responsibility of Existing Lenders

(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)The legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii)the financial condition of any Obligor;

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(iii)the performance and observance by any Obligor or any other member of the Group of its obligations under the Finance Documents or any other documents; or

(iv)the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and

(ii)will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)Nothing in any Finance Document obliges an Existing Lender to:

(i)accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 30; or

(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

30.5Procedure for transfer

(a)Subject to the conditions set out in Clause 30.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when:

(i)the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender; and

(ii)the transfer is recorded on the Register.

The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and record the transfer on the Register.

(b)The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender.

(c)Subject to Clause 30.9 (Pro rata interest settlement) on the Transfer Date:

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(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii)each of the Obligors and the New Lender shall assume obligations towards one another or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed or acquired the same in place of that Obligor and the Existing Lender;

(iii)the Agent, the Global Coordinators, the Bookrunners, the New Lender, the other Lenders, the Swingline Agent and the Issuing Agent and any relevant US Dollar Swingline Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Global Coordinators, the Bookrunners, the Swingline Agent, the Issuing Agent and any relevant US Dollar Swingline Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)the New Lender shall become a Party as a “Lender”.

30.6Procedure for assignment

(a)Subject to the conditions set out in Clause 30.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.  The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c)Subject to Clause 30.9 (Pro rata interest settlement), on the Transfer Date:

(i)the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii)the Existing Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the subject of the release in the Assignment Agreement; and

(iii)the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

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(d)Lenders may utilise procedures other than those set out in this Clause 30.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 30.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender); provided that they comply with the conditions set out in Clause 30.2 (Conditions of assignment or transfer).

30.7Copy of Transfer Certificate or Assignment Agreement to Parent

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Parent a copy of that Transfer Certificate or Assignment Agreement.

30.8Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 30, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of such Lender including, without limitation:

(a)any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b)in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by such Lender as Security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i)release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii)require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

30.9Pro rata interest settlement

If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 30.5 (Procedure for transfer) or any assignment pursuant to Clause 30.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(a)any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six (6) Months, on the next of the dates which falls at six (6) Monthly intervals after the first day of that Interest Period); and

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(b)the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(i)when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(ii)the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 30.9, have been payable to it on that date, but after deduction of the Accrued Amounts.

30.10Disclosure to numbering service providers

(a)Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and one or more Obligors the following information:

(i)names of Obligors;

(ii)country of domicile of Obligors;

(iii)place of incorporation of Obligors;

(iv)date of this Agreement;

(v)the names of the Agent, the Swingline Agent, the Issuing Agent and the Arrangers;

(vi)date of each amendment and restatement of this Agreement;

(vii)amount of Total Facility Commitments;

(viii)currencies of the Facilities;

(ix)type of Facilities;

(x)ranking of Facilities;

(xi)Final Maturity Date for Facilities;

(xii)changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and

(xiii)such other information agreed between such Finance Party and the Parent,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b)The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c)Each Obligor represents that none of the information set out in paragraphs (i) to (xiii) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

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(d)The Agent shall notify the Parent and the other Finance Parties of:

(i)the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and one or more Obligors; and

(ii)the number or, as the case may be, numbers assigned to this Agreement, the Facilities and one or more Obligors by such numbering service provider.

30.11The Register

(a)The Agent, acting solely for this purpose as the agent of the Obligors (and to the extent necessary for the Facilities to be considered as being in registered form for US federal income tax purposes), shall maintain at its address referred to in Clause 37 (Notices):

(i)a copy of each notice and written confirmation referred to in Clause 30.2 (Conditions of assignment or transfer) and in Clause 30.5 (Procedure for transfer) delivered to and accepted by it; and

(ii)with respect to each Facility, a register for the recordation of the names and addresses of the Lenders and the Revolving Facility Commitments of, and principal amounts (and related interest amounts) owing to, each Lender from time to time (the “Register”) under such Facility.

The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Obligors, the agents and the Lenders shall treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by any Obligor at any reasonable time and from time to time upon reasonable prior notice. This Clause (a) shall be construed so that each Facility is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations).

(b)Each Party to this Agreement irrevocably authorises the Agent to make the relevant entry in the Register on its behalf for the purposes of this Clause 30.11 without any further consent of, or consultation with, such Party.

30.12Accession, assignments and transfers by Hedging Banks

(a)No Affiliate of a Lender may become a Hedging Bank unless and until the proposed Hedging Bank accedes to this Agreement as a Hedging Bank by delivering to the Agent a duly completed and signed Accession Letter.

(b)No Hedging Bank may assign any of its rights or transfer any of its rights or obligations as Hedging Bank under this Agreement or any Hedging Document to any person:

(i)except as permitted under the relevant Hedging Document; and

(ii)unless and until the proposed Hedging Bank accedes to this Agreement as a Hedging Bank by delivering to the Agent a duly completed and signed Accession Letter, save where it is already party to this Agreement as a Hedging Bank.

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30.13Participant Register

The applicable Lender, acting solely for this purpose as a non-fiduciary agent of the Obligors (and to the extent necessary for the Facilities to be considered as being in registered form for US federal income tax purposes), shall maintain a register on which it enters the name and address of each Relevant Sub-Participant, and the amount of each such Relevant Sub-Participant’s interest in such Lender’s rights and/or obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Relevant Sub-Participant or any information relating to a Relevant Sub-Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Finance Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that such Facilities or other obligation is in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any successor provisions of the Code or of such Treasury regulations). The entries in the Participant Register shall be conclusive absent manifest error, and the Obligor (to the extent it has been notified of such entry) and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable rights and/or obligations of such Lender under this Agreement, notwithstanding notice to the contrary.

31.CHANGES TO THE OBLIGORS

31.1Assignment and transfers by Obligors

Save in the context of a Permitted Merger, no Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

31.2Additional Obligors

(a)Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”).

(b)Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that:

(i)within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor;

(ii)within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor;

(iii)within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and

(iv)from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor,

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in each case subject to delivery of the documentation referred to in paragraph (c)(iii) below

(c)A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if:

(i)other than with respect to those Additional Obligors set out at paragraph (b) above, all Lenders (in the case of a proposed Additional Borrower) or the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group;

(ii)the Parent and the proposed Additional Guarantor or the proposed Additional Borrower deliver to the Agent a duly completed and executed Accession Letter; and

(iii)the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Obligor, each in form and substance satisfactory to the Agent.

(d)In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations).

(e)Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor.

(f)The Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).

(g)Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

31.3Resignation of an Obligor

(a)The Parent may request that a Guarantor (other than the Parent or GTECH Corporation) or a Borrower (other than the Parent or GTECH Corporation) ceases to be a Guarantor or, as the case may be, Borrower by delivering to the Agent a Resignation Letter if:

(i)that Guarantor (other than a Guarantor which is also an Original Borrower) or a Borrower is being disposed of by way of a Third Party Disposal and the Parent has confirmed this is the case;

(ii)following the completion of any Permitted Transaction, any Guarantor (other than a Guarantor which is also an Original Borrower) ceases to be a Material Subsidiary; or

(iii)all the Lenders have consented to the resignation of that Guarantor.

(b)The Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if:

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(i)the Parent has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter; and

(ii)no payment is due from the Guarantor under Clause 24.1 (Guarantee and indemnity) or from a Borrower under Clause 11.3 (Repayment) or Clause 15.3 (Payment of interest).

(c)The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.

31.4Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and warranties referred to in paragraph (a)(ii) of Clause 25.25 (Repetition) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

32.ROLE OF THE AGENT, THE ARRANGING PARTIES, THE GLOBAL COORDINATORS, THE SWINGLINE AGENT, THE ISSUING AGENT AND OTHERS

32.1Appointment

(a)Each of the Arranging Parties, the Lenders and the Issuing Agent hereby irrevocably appoints The Royal Bank of Scotland plc to act on its behalf as the Agent (and, in particular, for the purposes of Italian law, as mandatario con rappresentanza (common representative)) hereunder and under the other Finance Documents and authorises the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(b)Each of the US Dollar Swingline Lenders hereby irrevocably appoint KeyBank National Association to act on its behalf as the Swingline Agent (and, in particular, for the purposes of Italian law, as mandatario con rappresentanza (common representative)) hereunder and under the other Finance Documents and authorises the Swingline Agent to take such actions on its behalf and to exercise such powers as are delegated to the Swingline Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(c)Each of the Arranging Parties, the Lenders and the Issuing Agent authorises the Global Coordinators, Bookrunners and Mandated Lead Arrangers to exercise the rights, powers, authorities and discretions specifically given to the Global Coordinators, Bookrunners and Mandated Lead Arrangers under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(d)Unless otherwise expressly stated, the provisions of this Clause 32 are solely for the benefit of the Agent, the Arranging Parties, the Lenders, the Swingline Agent and the Issuing Agent and no Obligor shall have rights as a third party beneficiary of any of such provisions.

32.2Rights as a Lender

The person serving as the Agent, the Swingline Agent or the Issuing Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the

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same as though it were not the Agent, the Swingline Agent or the Issuing Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the person serving as the Agent, the Swingline Agent or the Issuing Agent hereunder in its individual capacity.  Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such person were not the Agent, the Swingline Agent or the Issuing Agent hereunder and without any duty to account therefor to the Lenders.

32.3Duties of the Agent, the Swingline Agent and the Issuing Agent

(a)The Agent, the Swingline Agent and the Issuing Agent shall promptly forward to a Party the original or a copy of any document which is delivered to it for that Party by any other Party.

(b)Without prejudice to Clause 30.7 (Copy of Transfer Certificate or Assignment Agreement to Parent), paragraph (a) above shall not apply to any Transfer Certificate or Assignment Agreement.

(c)Except where a Finance Document specifically provides otherwise, the Agent, the Swingline Agent or the Issuing Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d)If the Agent, the Swingline Agent or the Issuing Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e)If the Agent, the Swingline Agent or the Issuing Agent (as applicable) is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arrangers) under this Agreement, it shall promptly notify the other Finance Parties.

(f)The duties of the Agent, the Swingline Agent and the Issuing Agent under the Finance Documents are solely mechanical and administrative in nature.

(g)The Agent, acting solely for this purpose as agent of the Obligors, shall maintain the Register referred to in Clause 30.11 (The Register).

(h)Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Arranging Parties, the Swingline Agent, the Issuing Agent or the Bookrunners is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law, regulation or a breach of a fiduciary duty or duty of confidentiality.

32.4Roles of the Global Coordinators and Bookrunners

Except as specifically provided in the Finance Documents, the Global Coordinators and the Bookrunners have no obligations of any kind to any other Party under or in connection with any Finance Document.

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32.5No fiduciary duties

(a)Nothing in this Agreement constitutes the Agent, the Global Coordinators, Bookrunners and Mandated Lead Arrangers, the Swingline Agent or the Issuing Agent as a trustee or fiduciary of any other person.

(b)None of the Agent, the Global Coordinators, the Bookrunners and Mandated Lead Arrangers or the Swingline Agent, the Issuing Agent or any US Dollar Swingline Lender shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

32.6Business with the Group

The Agent, the Global Coordinators, Bookrunners and Mandated Lead Arrangers, the Swingline Agent, the Issuing Agent and each US Dollar Swingline Lender may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

32.7Rights and discretions of the Agent, the Swingline Agent and the Issuing Agent

The Agent, the Swingline Agent and the Issuing Agent:

(a)may rely on any representation, notice or document believed by them to be genuine, correct and appropriately authorised;

(b)may rely on any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and

(c)may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.

32.8Majority Lenders’ instructions

(a)Unless a contrary indication appears in a Finance Document, the Agent shall exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent).

(b)Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

(c)The Agent is not authorised to act on behalf of a Lender (without first obtaining such Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

(d)In making any determination with a view to granting or refusing a consent under this Agreement, the Majority Lenders shall act reasonably in making such determination.

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32.9Exculpatory Provisions

The Agent, the Swingline Agent and the Issuing Agent shall not have any duties or obligations except those expressly set forth herein and in the other Finance Documents.  Without limiting the generality of the foregoing, the Agent, the Swingline Agent and the Issuing Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Finance Documents that it is required to exercise as directed in writing by the Majority Lenders (or such other number of percentage of the Lenders as shall be expressly provided for herein or in the Finance Documents); provided that it shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose it to liability or that is contrary to any Finance Document or applicable law;

(c)shall not, except as expressly set forth herein and in the other Finance Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to a Borrower or any of its Affiliates that is communicated to or obtained by the person serving as the Agent or any of its Affiliates in any capacity;

(d)shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as it shall believe in good faith shall be necessary, under the circumstances as provided in Clauses 42.1 (Required consents) and 29.16 (Acceleration)) or (ii) in the absence of its own gross negligence or wilful misconduct.  The Agent, the Swingline Agent and the Issuing Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to it by the Borrowers, a Lender or another agent of the Finance Parties under this Agreement; and

(e)shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Finance Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Finance Document or any other agreement, instrument or document.

32.10Reliance by the Agent, the Swingline Agent and the Issuing Agent

(a)The Agent, the Swingline Agent and the Issuing Agent shall each be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person.

(b)The Agent, the Swingline Agent and the Issuing Agent also may each rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon.

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(c)In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the Swingline Agent or the Issuing Agent, the Agent may presume that such condition is satisfactory to such Lender, the Swingline Agent or the Issuing Agent unless the Agent shall have received notice to the contrary from such Lender or the Issuing Agent prior to the making of such Loan, US  Dollar Swingline Loan or the issuance of such Letter of Credit.

(d)The Agent, the Swingline Agent and the Issuing Agent may each consult with legal counsel (who may be counsel for a Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

32.11Replacement of the Agent, the Swingline Agent or the Issuing Agent

(a)After consultation with the Parent, the Majority Lenders may, by giving thirty (30) days’ notice to the Agent, the Swingline Agent or the Issuing Agent (or, where any one of them is an Impaired Agent, by giving such shorter notice agreed to by the Majority Lenders), replace the Agent, the Swingline Agent or the Issuing Agent (as applicable) by appointing a successor which shall be a bank with offices in the United States and Italy, or an Affiliate of any such bank with offices in the United States and Italy.

(b)The retiring Agent, the Swingline Agent or the Issuing Agent(as applicable) shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent, the Swingline Agent or the Issuing Agent (as applicable) such documents and records and provide such assistance as the successor Agent, the Swingline Agent or the Issuing Agent (as applicable) may reasonably request for the purposes of performing its functions as Agent, the Swingline Agent or the Issuing Agent (as applicable) under the Finance Documents.

(c)The appointment of the successor Agent, the Swingline Agent or the Issuing Agent (as applicable) shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent.  As from this date, the retiring Agent, the Swingline Agent or the Issuing Agent (as applicable) shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 32 (and any agency fees for the account of the retiring Agent, the Swingline Agent or the Issuing Agent (as applicable) shall cease to accrue from (and shall be payable on) that date).

(d)Any successor Agent, the Swingline Agent or the Issuing Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

32.12Delegation of Duties

(a)The Agent, the Swingline Agent or the Issuing Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Finance Document by or through any one or more sub-agents appointed by the Agent, the Swingline Agent or the Issuing Agent.

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(b)The Agent, the Swingline Agent and the Issuing Agent and any such sub-agent may perform all of its duties and exercise its rights and powers by or through their respective Related Parties.

(c)The provisions of Clause 32.9 (Exculpatory Provisions) shall apply to any such sub-agent and to the Related Parties of the Agent, the Swingline Agent, the Issuing Agent and any such sub-agent and shall apply to their respective activities in connection with the syndication of the Facilities provided for herein as well as activities as the Agent, the Swingline Agent or the Issuing Agent.

32.13Resignation of the Agent, the Swingline Agent or the Issuing Agent

(a)The Agent, the Swingline Agent or the Issuing Agent may at any time give notice of its resignation to the Lenders, the other agents to the Finance Parties under this Agreement and the Borrowers.

(b)Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with offices in the United States and Italy, or an Affiliate of any such bank with offices in the United States and Italy.

(c)If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring agent may on behalf of the Lenders and the other agents to the Finance Parties under this Agreement, appoint a successor agent meeting the qualifications set forth above and any such appointment made by the agent shall be deemed to be accepted by the Lenders and the relevant agents.

(d)Upon the acceptance of a successor’s appointment as the Agent, the Swingline Agent or the Issuing Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) agent, and the retiring agent shall be discharged from all of its duties and obligations hereunder or under the other Finance Documents.

(e)The fees payable by the Borrowers to a successor agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.

(f)After the retiring agent’s resignation hereunder and under the other Finance Documents, the provisions of this Clause 32 and Clause 23 (Costs and Expenses) shall continue in effect for the benefit of such retiring agent and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring agent was acting as agent.

(g)Upon the acceptance of a successor’s appointment as the Agent, the Swingline Agent or the Issuing Agent  hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring agent, (ii) the retiring agent shall be discharged from all of its respective duties and obligations hereunder or under the other Finance Documents and (iii) in the case of the Issuing Agent, the successor Issuing Agent shall issue Letters of Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing

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Agent to effectively assume the obligations of the retiring Issuing Agent with respect to such Letters of Credit.

(h)The retiring agent shall, at its own cost, make available to the successor agent such documents and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions under the Finance Documents.

(i)The Agent shall resign in accordance with paragraph (a) and (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i)the Agent fails to respond to a request under Clause 19.9 (FATCA Information) and the Parent or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)the information supplied by the Agent pursuant to Clause 19.9 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)the Agent notifies the Parent and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Parent or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Parent or such Lender, by notice to the Agent, requires it to resign.

32.14Non-Reliance on the Agent and the Other Finance Parties

Each Lender, the Swingline Agent and the Issuing Agent acknowledges that it has, independently and without reliance upon the Agent or any other Finance Party or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender, the Swingline Agent and the Issuing Agent acknowledges that it will, independently and without reliance upon the Agent or any other Finance Party or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Finance Document or any related agreement or any document furnished hereunder or thereunder and that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including:

(a)the financial condition, status and nature of each member of the Group;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c)whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement,

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arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d)the adequacy, accuracy or completeness of any other information provided by the Agent, any Party or any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

32.15Responsibility for documentation

None of the Agent, the Global Coordinators, Bookrunners and Mandated Lead Arrangers or the Swingline Agent and the Issuing Agent:

(a)is responsible for the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Global Coordinators, Bookrunners and Mandated Lead Arrangers, the Swingline Agent, the Issuing Agent, a US Dollar Swingline Lender, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents; or

(b)is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

32.16Exclusion of liability

(a)Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 35.11 (Disruption to Payment Systems, etc.)), none of the Agent, the Swingline Agent or the Issuing Agent will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)No Party (other than the Agent, the Swingline Agent or the Issuing Agent (as applicable)) may take any proceedings against any officer, employee or agent of the Agent, the Swingline Agent or the Issuing Agent in respect of any claim it might have against the Agent, the Swingline Agent or the Issuing Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent, the Swingline Agent or the Issuing Agent may rely on this Clause 32.16 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

(c)The Agent, the Swingline Agent and the Issuing Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the relevant agent for that purpose.

(d)Nothing in this Agreement shall oblige the Agent, the Swingline Agent, the Issuing Agent or the Global Coordinators, Bookrunners and Mandated Lead Arrangers to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender, and each Lender confirms to the Agent, the Swingline Agent, the Issuing Agent and the

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Global Coordinators, Bookrunners and Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent, the Swingline Agent, the Issuing Agent or the Global Coordinators, Bookrunners or Mandated Lead Arrangers.

32.17Lenders’ indemnity to the Agent

(a)Each Lender shall (in proportion to its share of the Total Facility Commitments or, if the Total Facility Commitments are then zero, to its share of the Total Facility Commitments immediately prior to their reduction to zero) indemnify the Agent, the Swingline Agent and the Issuing Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that agent (otherwise than by reason of the agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 35.11 (Disruption to Payment Systems, etc.), notwithstanding the agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the relevant agent) in acting as the Agent, the Swingline Agent or the Issuing Agent (as applicable) under the Finance Documents (unless the relevant agent has been reimbursed by an Obligor pursuant to a Finance Document).

(b)Wells Fargo Bank, NA will only be deemed to be a Lender for the purposes of the indemnity in paragraph (a) after the Target Accession Date has occurred.

32.18Confidentiality

(a)In acting as agent for the Finance Parties, the Agent, the Swingline Agent and the Issuing Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of the Agent, the Swingline Agent or the Issuing Agent it may be treated as confidential to that division or department, and the relevant agent shall not be deemed to have notice of it.

(c)Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Swingline Agent, the Issuing Agent nor the Arranging Parties are obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

32.19Relationship with the Lenders

Subject to Clause 30.9 (Pro rata interest settlement), the Agent, the Swingline Agent and the Issuing Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five (5) Business Days’ prior notice from such Lender to the contrary in accordance with the terms of this Agreement.

32.20Deduction from amounts payable by the Agent, the Swingline Agent and the Issuing Agent

If any Party owes an amount to the Agent, the Swingline Agent or the Issuing Agent under the Finance Documents, the relevant agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of

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the amount owed.  For the purposes of the Finance Documents, that Party shall be regarded as having received any amount so deducted.

33.CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

34.SHARING AMONG THE FINANCE PARTIES

34.1Payments to Finance Parties

(a)Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 35 (Payment Mechanics) and applies that amount to a payment due under the Finance Documents, then:

(i)the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent;

(ii)the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 35 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(iii)the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 35.6 (Partial payments).

(b)Paragraph (a) above shall not apply to any amount received or recovered by the Issuing Agent in respect of any cash cover placed in an account with the Issuing Agent.

34.2Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 35.6 (Partial payments).

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34.3Recovering Finance Party’s rights

(a)On a distribution by the Agent under Clause 34.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b)If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

34.4Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 34.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b)that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled, and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

34.5Exceptions

(a)This Clause 34 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 34, have a valid and enforceable claim against the relevant Obligor.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings if:

(i)it notified the other Finance Party of the legal or arbitration proceedings; and

(ii)the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

35.PAYMENT MECHANICS

35.1Payments to the Agent

(a)On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, excluding a payment under the terms of a US Dollar Swingline Loan, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date not later than:

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(i)1:00 p.m. (New York, New York time) in the case of payments to be made by or to GTECH Corporation;

(ii)1:00 p.m. (London time) in the case of payments to be made by or to the Parent,

and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.  All payments received by the Agent after the above mentioned times, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to Euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies.

35.2Distributions by the Agent, the Swingline Agent or the Issuing Agent

Each payment received by the Agent, the Swingline Agent or the Issuing Agent (as applicable) under the Finance Documents for another Party shall, subject to Clause 35.3 (Distributions to an Obligor) and Clause 35.4 (Clawback), be made available by the Agent, the Swingline Agent or the Issuing Agent (as applicable) as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office) to such account as that Party may notify to the Agent, the Swingline Agent or the Issuing Agent (as applicable) by not less than five (5) Business Days’ notice with a bank in the principal financial centre of the country of that currency (or, in relation to Euro, in the principal financial centre of a Participating Member State or London).

35.3Distributions to an Obligor

The Agent, the Swingline Agent or the Issuing Agent may (with the consent of the Obligor or in accordance with Clause 36 (Set-Off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

35.4Clawback

(a)Where a sum is to be paid to the Agent, the Swingline Agent or the Issuing Agent under the Finance Documents for another Party, the Agent, the Swingline Agent or the Issuing Agent (as applicable) is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)If the Agent, the Swingline Agent or the Issuing Agent (as applicable) pays an amount to another Party and it proves to be the case that the agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the relevant agent shall on demand refund the same to the Agent, the Swingline Agent or the Issuing Agent (as applicable) together with interest on that amount from the date of payment to the date of receipt by the Agent or the Issuing Agent (as

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applicable), calculated by the Agent, the Swingline Agent or the Issuing Agent (as applicable) to reflect its cost of funds.

35.5Impaired Agent

(a)If, at any time, the Agent, the Swingline Agent or the Issuing Agent becomes an Impaired Agent, then an Obligor or a Lender which is required to make a payment under the Finance Documents to the relevant agent in accordance with Clause 35.1 (Payments to the Agent) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents.  In each case such payments must be made on the due date for payment under the Finance Documents.

(b)All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(c)A Party which has made a payment in accordance with this Clause 35.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d)Promptly upon the appointment of a successor agent in accordance with Clause 32.10 (Reliance by the Agent, the Swingline Agent and the Issuing Agent), each Party which has made a payment to a trust account in accordance with this Clause 35.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor agent for distribution in accordance with Clause 35.2 (Distributions by the Agent, the Swingline Agent or the Issuing Agent).

35.6Partial payments

(a)Subject to this Clause 35.6 if the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:

(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Swingline Agent and the Issuing Agent under those Finance Documents;

(ii)secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;

(iii)thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents and any amount due but unpaid under Clause 8.3 (Claims under a Letter of Credit) and Clause 8.5 (Indemnities); and

(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

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(b)The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c)Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

35.7No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) counterclaim, recoupment or setoff.

35.8Business Days

(a)Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

35.9Currency of account

(a)Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.

(c)Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e)Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

35.10Change of currency

(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrowers and with the consent of each Lender); and

(ii)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency

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or currency unit into the other, rounded up or down by the Agent (acting reasonably and with the consent of each Lender).

(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrowers and with the consent of each Lender) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

35.11Disruption to Payment Systems, etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by a Borrower that a Disruption Event has occurred:

(a)the Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

(b)the Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)any such changes agreed upon by the Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 42 (Amendments and Waivers);

(e)the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11; and

(f)the Agent shall notify the Finance Parties of all changes agreed upon pursuant to paragraph (d) above.

35.12USA Patriot Act notice

(a)Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Obligors that, pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender or the Agent (as applicable) to identify such Obligor in accordance with the USA Patriot Act.  Each of the Obligors shall, and shall cause each of its Subsidiaries to, provide such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and the Lenders in maintaining compliance with the USA Patriot Act.

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(b)Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, the covenants under paragraph (a) above shall not be made to or for the benefit of any Specified Lender, no Specified Lender shall have any rights under such paragraph and each Specified Lender shall be deemed not to be a Lender solely for purposes of calculating any consent or vote of the Majority Lenders under Clause 29.16 (Acceleration) with respect to any breach of such paragraph (but in each case without prejudice to any other rights or obligations of any Specified Lender as a consequence of any Default occurring as a result of any breach of such paragraph).

36.SET-OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

37.NOTICES

37.1Notices generally

Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Clause 37.3 (Electronic Communications) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(a)if to a Borrower or the other Original Obligors, to the address, fax number, electronic mail address or telephone number specified for such person below, with respect to each Original Borrower as set out in Schedule 12 (Original Borrowers’ Details);

(b)if the any Arranger or any Bookrunner, to the address, fax number, electronic mail address or telephone number specified for such person below;

(c)if to the Agent, the Swingline Agent or the Issuing Agent, to the address, fax number, electronic mail address or telephone number specified in Schedule 11 (Agents’ Details); and

(d)if to any other Finance Party, to the address, fax number, electronic mail address or telephone number specified in the Administrative Questionnaire supplied by the Agent.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by fax shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in Clause 37.3 (Electronic Communications) below shall be effective as provided in such Clause.

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37.2Communication with Impaired Agent

If the Agent, the Swingline Agent or the Issuing Agent is an Impaired Agent, then the Parties other then the Impaired Agent may, instead of communicating with each other through the relevant agent, communicate with each other directly and (while the relevant agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the relevant agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly.  This provision shall not operate after a replacement agent has been appointed.

37.3Electronic Communications

Notices and other communications to the Lenders, the Agent, the Swingline Agent and the Issuing Agent hereunder may be delivered or furnished by electronic mail or other electronic means pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Agent pursuant to Clause 5 (Utilisation — Revolving Facility Loans) if such Lender or the Issuing Agent (as applicable) has notified the Agent that it is incapable of receiving notices under such Clause by electronic communication.  Each agent for a Finance Party or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless an agent for a Finance Party otherwise prescribes, notices and other communications sent to an electronic mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return electronic mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

37.4The Platform

The platform is provided “as is” and “as available”.  The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the platform, and expressly disclaim liability for errors in or omissions from the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any agent party in connection with the Borrower Materials or the platform.  In no event shall the Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, the Swingline Agent, the Issuing Agent or any other person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Borrower, any Lender, the Issuing Agent or any other person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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37.5Change of address, etc.

Each of the Global Coordinators, Bookrunners and Mandated Lead Arrangers, the Obligors, the Agent, the Swingline Agent and the Issuing Agent may change its address, fax or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Finance Party may change its address, fax or telephone number for notices and other communications hereunder by notice to the Borrowers, the Agent, the Swingline Agent and the Issuing Agent.  In addition, each Lender agrees to notify the Agent from time to time to ensure that the Agent has on record an effective address, contact name, telephone number, fax number and electronic mail address to which notices and other communications may be sent and accurate wire instructions for such Lender.

37.6Reliance by the Agent, the Swingline Agent, the Issuing Agent and the Lenders

The Agent, the Swingline Agent, the Issuing Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Utilisation Requests) purportedly given by or on behalf of a Borrower even if (a) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (b) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  Each Borrower shall indemnify the Agent, the Swingline Agent, the Issuing Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such person on each notice purportedly given by or on behalf of a Borrower.  All telephonic notices to and other telephonic communications with the Agent may be recorded by the Agent, and each of the parties hereto hereby consents to such recording.

37.7Use of websites

(a)Each Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Borrowers and the Agent (the “Designated Website”) if:

(i)the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)both the Borrowers and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)the information is in a format previously agreed between the Borrowers and the Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically, then the Agent shall notify the Borrowers accordingly, and each Borrower shall at its own cost supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event, each Borrower shall at its own cost supply the Agent with at least one copy in paper form of any information required to be provided by it.

(b)The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrowers and the Agent.

(c)The Borrowers shall promptly upon becoming aware of its occurrence notify the Agent if:

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(i)the Designated Website cannot be accessed due to technical failure;

(ii)the password specifications for the Designated Website change;

(iii)any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)the Borrowers become aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If a Borrower notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by a Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d)Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  Each Borrower shall at its own cost comply with any such request within ten (10) Business Days.

37.8English language

(a)Any notice given under or in connection with any Finance Document must be in English.

(b)All other documents provided under or in connection with any Finance Document must be:

(i)in English; or

(ii)if not in English and if so required by the Agent, accompanied by a certified English translation, and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

38.CALCULATIONS AND CERTIFICATES

38.1Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

38.2Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

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38.3Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

39.TAX CHARACTERIZATION

Each party hereto agrees that, consistent with the specific terms of this Agreement, the loan relationships created hereby shall be treated as resulting in borrowings by and loans to the Borrowers for all US Tax purposes.

40.PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

41.REMEDIES AND WAIVERS

No failure to exercise nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

42.AMENDMENTS AND WAIVERS

42.1Required consents

(a)Subject to Clause 42.2 (Exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrowers, and any such amendment or waiver will be binding on all Parties.

(b)The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 42.

(c)Each Obligor agrees to any such amendment or waiver permitted by this Clause 42 which is agreed to by the Borrowers.  This includes any amendment or waiver which would, but for this paragraph (c), require the consent of all of the Guarantors.

42.2Exceptions

(a)An amendment or waiver that has the effect of changing or which relates to:

(i)the definition of “Change of Control” in Clause 1.1 (Definitions);

(ii)the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(iii)an extension to the date of payment of any amount under the Finance Documents;

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(iv)a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(v)a change in currency of payment of any amount under the Finance Documents;

(vi)an increase in or an extension of any Commitment or the Total Facility Commitments, an extension of the Availability Period, or any requirement that a cancellation of Revolving Commitments reduces the Revolving Commitments of the Lenders rateably under the relevant Facility;

(vii)a change to the Borrowers or Guarantors other than in accordance with Clause 31 (Changes to the Obligors);

(viii)any provision which expressly requires the consent of all the Lenders;

(ix)Clause 2.2 (Finance Parties’ rights and obligations), Clause 13 (Mandatory Prepayment), Clause 24 (Guarantee and Indemnity), Clause 30 (Changes to the Lenders), Clause 31.3 (Resignation of an Obligor), this Clause 42, Clause 46 (Governing Law) or Clause 47.1 (Jurisdiction of English courts).

shall not be made without the prior consent of all the Lenders.

(b)An amendment or waiver which relates to the rights or obligations of the Agent, the Arranging Parties, the Swingline Agent, the Issuing Agent or a Hedging Bank may not be effected without the consent of the Agent, the Arranging Parties, the Swingline Agent, the Issuing Agent or such Hedging Bank.

(c)Any amendment or waiver that has the effect of changing or which relates to:

(i)other than as expressly permitted by the provisions of this Agreement, any release of any guarantee or indemnity; or

(ii)any Security (or the nature or scope of the assets expressed to be subject to a Security Document) unless expressly permitted under this Agreement or relating to a sale or disposal of such asset where such sale or disposal is expressly permitted under this Agreement,

in each case following the date on which it is created and perfected pursuant to the provision of this Agreement shall not be made without the consent of the Super Majority Lenders. For the avoidance of doubt any amendment or waiver of the provisions of Clauses 28.23 (Security following Debt Ratings decrease), 28.24 (Guarantor Threshold Test and Additional Guarantors) and to the Agreed Security Principles shall be governed by Clause 42.1 (Required consents).

42.3Replacement of Lender

(a)If at any time any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below) then the Parent may, on five (5) Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Parent, and which is

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acceptable to the Agent and (in the case of any transfer of a Revolving Facility Commitment or a participation in a Letter of Credit) the Issuing Agent and (in the case of any transfer of a US Dollar Swingline Commitment or a participation in a US Dollar Swingline Loan) the Swingline Agent, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b)The replacement of a Lender pursuant to this Clause 42.3 shall be subject to the following conditions:

(i)the Borrowers shall have no right to replace the Agent, the Swingline Agent or the Issuing Agent pursuant to this Clause 42.3;

(ii)neither the Agent nor the Non-Consenting Lender shall have any obligation to the Borrowers to find a Replacement Lender;

(iii)the replacement must take place no later than ninety (90) days after the date the Non-Consenting Lender notifies the Borrowers and the Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Borrowers; and

(iv)in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

(c)In the event that:

(i)the Borrowers or the Agent (at the request of the Borrowers) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents;

(ii)the waiver or amendment in question requires the consent of all the Lenders; and

(iii)Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Facility Commitments (or, if the Total Facility Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Facility Commitments prior to that reduction) have consented to such waiver or amendment,

then any Lender who does not and continues not to agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

42.4Disenfranchisement of Defaulting Lenders

(a)For so long as a Defaulting Lender has any Available Revolving Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Facility Commitments or Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote

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under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Revolving Commitments.

(b)For the purposes of this Clause 42.4, the Agent may assume that the following Lenders are Defaulting Lenders:

(i)any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii)any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

42.5Replacement of a Defaulting Lender

(a)The Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five (5) Business Days’ prior written notice to the Agent and such Lender:

(i)replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;

(ii)require such Lender to (and such Lender shall) transfer pursuant to Clause 30 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or

(iii)require such Lender to (and such Lender shall) transfer pursuant to Clause 30 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility,

to a Lender or a Replacement Lender selected by the Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably) and (in the case of any transfer of a Revolving Facility Commitment or a participation in a Letter of Credit) to the Issuing Agent, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations in Loans or Letters of Credit (as the case may be) on the same basis as the transferring Lender).

(b)Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 42.5 shall be subject to the following conditions:

(i)the Borrowers shall have no right to replace the Agent pursuant to this Clause 42.5;

(ii)neither the Agent nor the Defaulting Lender shall have any obligation to the Parent to find a Replacement Lender;

(iii)the transfer must take place no later than ninety (90) days after the notice referred to in paragraph (a) above; and

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(iv)in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

42.6Amendment to correct manifest error

The Agent may (without receiving any instructions from the Majority Lenders) agree with the Borrowers any amendment to or the modification of the provisions of any Finance Document or any schedule or annex thereto, which is necessary to correct a manifest error.

42.7Release of Security on Permitted Disposal and Investment Grade Rating

(a)The Finance Parties shall procure that if an Obligor or a Material Subsidiary has created Security over any of its assets (other than shares) in favour of any of the Finance Parties, which assets subsequently become the subject of a Permitted Disposal or any other disposal approved by the Majority Lenders to a person which is not a member of the Group the Finance Parties which are the beneficiaries of such Security will, at the cost and request of the Parent (to the extent that such cost is duly documented), release the Security promptly following the Parent’s request.

(b)The release of the Security referred to in paragraph (a) above shall not become effective until the date of that Permitted Disposal or such earlier date agreed between the Agent and the Parent.

(c)The Finance Parties shall further procure that if at any time following the granting of Security pursuant to Clause 28.23 (Security following Debt Ratings Decrease) all Public Debt Ratings received are at least BBB- or higher by S&P or Fitch or Baa3 or higher by Moody’s (in each case with a stable outlook), the Finance Parties which are the beneficiaries of such Security will at the cost and request of the Parent (to the extent that such cost is duly documented), release the Security promptly following the Parent’s request.  It is understood however that following any such release, the provisions of Clause 28.23 (Security following Debt Ratings Decrease) shall continue with full force and effect and in the event that the relevant trigger conditions are met, the Parent shall again be obliged to procure the granting of Security in accordance with Clause 28.23.

43.NEGOTIATED AGREEMENT

For the purposes of the transparency rules set forth in the CICR Resolution of March 4, 2003 and by the Disposizioni sulla trasparenza delle operazioni e dei servizi bancari e finanziari issued by the Bank of Italy on 20 June 2012 and published in the Italian Official Gazette on 30 June 2012, the Parties hereby acknowledge and confirm that this Agreement (and each of the provisions hereof) has been specifically negotiated with the support of legal advisors on each side.

44.CONFIDENTIALITY

44.1Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 44.2 (Disclosure of Confidential Information) and Clause 30.10 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

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44.2Disclosure of Confidential Information

Any Finance Party may disclose:

(a)to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)to any person:

(i)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, any securitisation (or similar transaction of broadly equivalent economic effect), or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii)appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;

(iv)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi)to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 30.8 (Security over Lenders’ rights);

(vii)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(viii)who is a Party; or

(ix)with the consent of the Parent;

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in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c)to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Parent and the relevant Finance Party;

(d)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information;

(e)to any insurer (including its professional advisers) such Confidential Information as required to be disclosed to enable it to carry out its normal insurance activities in relation to the Finance Documents, the Obligors or its assets if the insurer is informed of its confidential nature; and

(f)to any Sanctions Authority.

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44.3Continuing obligations

The obligations in this Clause 44 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of one (1) year from the earlier of:

(a)the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)the date on which such Finance Party otherwise ceases to be a Finance Party.

45.COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

46.GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

47.ENFORCEMENT

47.1Jurisdiction of English courts

(a)The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligations arising out of or in connection with this Agreement) (a “Dispute”).

(b)The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes, and, accordingly, no Party will argue to the contrary.

(c)This Clause 47.1 is for the benefit of the Finance Parties and Hedging Banks only.  As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Finance Parties and Hedging Banks may take concurrent proceedings in any number of jurisdictions.

(d)Each Obligor agrees not to claim and hereby irrevocably waives any immunity from legal process in connection with a Finance Document under any law of any applicable jurisdiction which it is entitled to claim or which may be attributed to it in respect of itself or its assets to the fullest extent permitted by the laws of such jurisdiction.

47.2Service of process

(a)Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)irrevocably appoints Holdco of 70 Chancery Lane, London WC2A 1AF, England, as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

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(ii)agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b)If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Parent (on behalf of all the Obligors) must immediately (and in any event within fifteen (15) days of such events taking place) appoint another agent on terms acceptable to the Agent.  Failing this, the Agent may appoint another agent for this purpose.

47.3Waiver of Jury Trial

EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LITIGATION IN ANY UNITED STATES FEDERAL OR STATE COURT DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER FINANCE DOCUMENTS OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE LENDER/BORROWER/GUARANTOR RELATIONSHIP.  Each party hereto hereby acknowledges that this waiver is a material inducement to enter into a business relationship, it has relied on this waiver in entering into this Agreement, and it will continue to rely on this waiver in related future dealings.  Each party hereto hereby further warrants and represents that it has reviewed this waiver with its legal counsel and it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel.  THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED OTHER THAN BY A WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS CLAUSE 47.3 AND EXECUTED BY EACH OF THE PARTIES HERETO.  In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1
THE ORIGINAL PARTIES

PART I
THE ORIGINAL OBLIGORS

Name of Borrower	Registration number (or equivalent, if any) and Jurisdiction of Incorporation
GTECH S.p.A.	08028081001 Italy
GTECH Corporation	090517 Delaware

Name of Original Guarantors	Registration number (or equivalent, if any) and Jurisdiction of Incorporation
GTECH S.p.A.	08028081001 Italy
GTECH Corporation	090517 Delaware

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PART IIA
THE ORIGINAL LENDERS

Name of Original Lender	Revolving Facility A Commitment US$	Treaty Passport Scheme Reference Number	Jurisdiction of Tax Residence
Barclays Bank PLC	108,851,348.84	n/a	n/a
BNP Paribas, Succursale Italia	108,851,348.84	005/B/0255139/DTTP	France
Citibank, N.A.	108,851,348.84	13/C/62301/DTTP	US
Crédit Agricole Corporate Investment Bank, New York branch	108,851,348.84	5/C/222082/DTTP	France
Credit Suisse AG, Milan Branch	108,851,348.84	n/a	Italy (and Switzerland for DTT purposes) and meets definition of UK Treaty Lender
Deutsche Bank Luxembourg S.A.	108,851,348.84	48/D/72718/DTTP	Luxembourg
ING Bank N.V. Milan Branch	108,851,348.84	1/I/70193/DTTP	The Netherlands
Intesa Sanpaolo S.p.A NYC Branch	108,851,348.84	n/a	US
JP Morgan Chase Bank, N.A., London Branch	89,370,829.36	n/a	n/a
Mediobanca International (Luxembourg) S.A.	108,851,348.85	48/M/315419/DTTP	Luxembourg
The Royal Bank of Scotland plc, Milan Branch	108,851,348.84	n/a	n/a
Scotiabank Europe plc	108,851,348.84	n/a	United Kingdom
Société Générale Paris	108,851,348.84	5/S/70085/DTTP	France
Unicredit Bank AG, New York Branch	108,851,348.84	n/a	n/a
Fifth Third	122,899,978.96	13/F/24267/DTTP	US
Wells Fargo Bank, NA(1)	122,899,978.96	13/W/61173/DTTP	US
KeyBank National Association	49,761,677.79	13/K/216374/DTTP	US
Total	1,800,000,000.00

(1)  Wells Fargo Bank, NA’s commitment is conditional on Target Accession Date occurring.

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Name of Original Lender	Revolving Facility B Commitment EUR	Treaty Passport Scheme Reference Number	Jurisdiction of Tax Residence
Barclays Bank PLC, Milan Branch	59,728,100.91	n/a	n/a
BNP Paribas, Succursale Italia	59,728,100.91	005/B/0255139/DTTP	France
Citibank, N.A.	59,728,100.91	13/C/62301/DTTP	US
Crédit Agricole Corporate and Investment Bank, Milan branch	59,728,100.91	5/C/222082/DTTP	France
Credit Suisse AG, Milan Branch	59,728,100.91	n/a	Italy (and Switzerland for DTT purposes) and meets definition of UK Treaty Lender
Deutsche Bank Luxembourg S.A.	59,728,100.91	48/D/72718/DTTP	Luxembourg
ING Bank N.V. Milan Branch	59,728,100.91	1/I/70193/DTTP	The Netherlands
Intesa Sanpaolo S.p.A.	59,728,100.91	n/a	Italy
JP Morgan Chase Bank, N.A., Milan Branch	46,824,875.10	13/M/0268710/DTTP	US
Mediobanca International (Luxembourg) S.A.	59,728,100.89	48/M/315419/DTTP	Luxembourg
The Royal Bank of Scotland plc, Milan Branch	59,728,100.87	n/a	n/a
Scotiabank Europe plc	59,728,100.91	n/a	United Kingdom
SOCIETE GENERALE, MILAN BRANCH	59,728,100.91	5/S/70085/DTTP	France
Unicredit Bank AG, Milan Branch	59,728,100.91	7/U/237605/DTTP	Italy
Banca Popolare di Milano S.c.a.r.l.	99,286,075.79	n/a	Italy
UBI Banca S.c.p.a.	77,780,699.45	n/a	Italy
Banco Popolare S.C., London Branch	49,643,037.89	n/a	UK
Total	1,050,000,000.00

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PART IIB
THE ORIGINAL US DOLLAR SWINGLINE LENDERS

Name of Original US Dollar Swingline Lender	US Dollar Swingline Commitment	Treaty Passport Scheme Reference Number (if applicable)	Jurisdiction of Tax Residence
Citibank, N.A.	20,000,000.00	13/C/62301/DTTP	US
Crédit Agricole Corporate and Investment Bank, New York branch	20,000,000.00	5/C/222082/DTTP	France
KeyBank National Association	20,000,000.00	13/K/216374/DTTP	US
JP Morgan Chase Bank, N.A.	20,000,000.00	13/M/0268710/DTTP	US
The Royal Bank of Scotland Plc, Milan Branch	20,000,000.00	n/a	n/a
Total	100,000,000.00

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PART III
THE BOOKRUNNERS AND MANDATED LEAD ARRANGERS

Banca IMI S.p.A.

Barclays Bank PLC

BNP Paribas Succursale Italia

Crédit Agricole Corporate and Investment Bank, Milan branch

Credit Suisse AG, Milan Branch

Citigroup Global Markets Limited

Deutsche Bank Luxembourg S.A.

J.P. Morgan Limited

ING Bank N.V. Milan Branch

Mediobanca - Banca di Credito Finanziario S.p.A

The Royal Bank of Scotland Plc

Scotiabank Europe Plc

SOCIETE GENERALE

Unicredit Bank AG New York Branch

Unicredit Bank AG, Milan Branch

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PART IV
THE MANDATED LEAD ARRANGERS

Banca Popolare di Milano S.c.a.r.l

Fifth Third

UBI Banca S.c.p.a.

Wells Fargo Bank, NA

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PART V
THE ARRANGERS

Banco Popolare S.C., London Branch

Keybank National Association

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PART VI
THE INITIAL MATERIAL SUBSIDIARIES

As at the date of this Agreement:

·GTECH Corporation

·GTECH Global Services Corporation Limited

·Lotterie Nazionali S.r.l.

·Lottomatica Scommesse S.r.l.

·Lottomatica Videolot Rete S.p.A.

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SCHEDULE 2
CONDITIONS PRECEDENT

PART I
CONDITIONS PRECEDENT TO INITIAL UTILISATION

1.Original Obligors

(a)A certificate of the Parent (signed by an authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Facility Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.

(b)A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part I or in Part III of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2.Legal opinions

Executed forms of the following legal opinions, in each case addressed to, and capable of being relied on by the Finance Parties (other than the Hedging Banks) and dated as at the date of this Agreement:

(a)a legal opinion of Studio Legale Associato, in associazione con Clifford Chance, legal advisers to the Obligors as to Italian law as to due incorporation and capacities, powers and authority to enter into the Finance Documents in the form distributed to the Original Lenders prior to signing of this Agreement.

(b)a legal opinion of Clifford Chance US LLP as advisors to the Obligors as to the laws of Delaware as to due incorporation and capacities, powers and authority to enter into the Finance Documents and legal, valid, binding and enforceable obligations, in the form distributed to the Original Lenders prior to signing of this Agreement.

(c)a legal opinion of Linklaters Studio Legale Associato, legal advisers to the Arranging Parties and the Agent in England, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(d)a legal opinion of Linklaters Studio Legale Associato, legal advisers to the Arranging Parties and the Agent in Italy, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

3.US Conditions Precedent

In the case of GTECH Corporation:

(a)a solvency certificate signed by the chief financial officer or chief accounting officer in form and substance satisfactory to the Agent and its counsel; and

(b)a certificate as to existence and good standing from the appropriate governmental authorities in its jurisdiction of organisation.

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4.Italian Conditions Precedent

A certificate (certificato di vigenza) issued by the competent Registro delle Imprese in respect of each Original Obligor incorporated in Italy dated no earlier than five (5) Business Days prior to the date of this Agreement

5.Other documents and evidence

(a)Evidence that Holdco has accepted its appointment as process agent.

(b)A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Parent accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(c)The Original Financial Statements.

(d)Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 18 (Fees) and Clause 23 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.

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PART II
CONDITIONS PRECEDENT TO BE DELIVERED
BY ADDITIONAL OBLIGORS

1.An Accession Letter, duly executed by the Additional Obligor and the Borrowers.

2.A copy of the constitutional documents of the Additional Obligor.

3.A copy of a resolution of the board of directors of the Additional Obligor:

(a)approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b)authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c)authorising a specified person or persons, on its behalf, to sign or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed or despatched by it under or in connection with the Finance Documents.

4.A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

5.If required by applicable law, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

6.A certificate of the Additional Obligor (signed by a director (or an officer if the Additional Obligor is a US Obligor)) confirming that borrowing or guaranteeing, as appropriate, the Total Facility Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

7.A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

8.A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

9.If available, the latest audited financial statements of the Additional Obligor.

10.A legal opinion of Linklaters Studio Legale Associato, legal advisers to the Global Coordinators and the Agent in England.

11.If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Obligor is incorporated.

12.A legal opinion of from Clifford Chance LLP or other reputable counsel to the relevant Additional Obligor as advisors to the Obligors as to the laws of the jurisdiction of incorporation of the

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proposed Additional Obligors in relation to due incorporation and capacities, powers and authority to enter into the Finance Documents.

13.If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 47.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.

14.If the proposed Additional Obligor is a US Obligor:

(a)a solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Agent and its counsel; and

(b)a certificate as to the existence and good standing of such US Obligor from the appropriate governmental authorities in such US Obligor’s jurisdiction of organisation.

15.Copies of any information and any other evidence reasonably requested by any Lender required in order to comply with “know your customer” or anti-money laundering requirements under applicable laws.

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PART III
CONDITIONS PRECEDENT TO SIGNING

1.Prepayment and Cancellation Notice

A copy of the irrevocable notices of cancellation and prepayment in respect of the Existing GTECH Facilities confirming that the Existing GTECH Facilities will be cancelled in full and repaid in an amount equal to the outstanding amounts under the Existing GTECH Facilities.

2.Original Obligors

(a)A copy of the constitutional documents of each Original Obligor (being, in the case of the Parent, its statuto and atto costititutivo).

(b)A copy of a resolution of the board of directors or, if applicable, equivalent body of each Original Obligor:

(i)approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii)authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

(iii)authorising a specified person or persons, on its behalf, to sign or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed or despatched by it under or in connection with the Finance Documents to which it is a party;

(iv)in the case of an Obligor other than the Parent, authorising the Parent to act as its agent in connection with the Finance Documents; and

(v)if applicable, a copy of the resolution of the board of directors of the relevant company, establishing the body referred to in sub-paragraph (iv) above.

(c)A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d)The Structure Memorandum together addressed to or capable of being relied on by the Finance Parties (other than the Hedging Banks).

3.Legal Opinions

Agreed forms of the legal opinions set out at Part I of this Schedule 2 (Conditions Precedent).

4.“Know your customer” checks

Copies of any information and any other evidence reasonably requested by any Lender prior to the first Utilisation Date required in order to comply with “know your customer” or anti-money laundering requirements under applicable laws.

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SCHEDULE 3
REQUESTS

PART IA
UTILISATION REQUEST LOANS

From:	[Borrower]
To:	The Royal Bank of Scotland plc, as Agent
Dated:	[Date]

Ladies and Gentlemen

GTECH Senior Facilities Agreement
dated 4 November 2014 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is a Utilisation Request.  Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2.We wish to borrow a Loan on the following terms:

(a)Borrower:[·]

(b)Proposed Utilisation Date:[·] (or, if that is not a Business Day, the next Business Day)

(c)Facility to be utilised:[Revolving Facility[A/B]]

(d)Currency of Loan:[·]

(e)Amount:[·] or, if less, the Available Revolving Facility

(f)Interest Period:[·]

3.We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4.[The proceeds of this Loan should be credited to [account]].

5.This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[the Borrower]

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PART IB
UTILISATION REQUEST
LETTERS OF CREDIT

From:[Borrower]

To:The Royal Bank of Scotland plc, as Agent

Dated:

Ladies and Gentlemen

GTECH Senior Facilities Agreement
dated 4 November 2014 (the “Facilities Agreement”)

We refer to the Facilities Agreement.  This is a Utilisation Request.  Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

1.We wish to arrange for a Letter of Credit to be issued by the Issuing Agent specified below (which has agreed to do so) on the following terms:

(a)Borrower:  [·]

(b)Issuing Agent:  The Royal Bank of Scotland plc

(c)Proposed Utilisation Date:  [·] (or, if that is not a Business Day, the next Business Day)

(d)Facility to be utilised:  Facility[A/B]

(e)Currency of Letter of Credit:  [·]

(f)Amount:  [·] or, if less, the Available Revolving Facility in relation to the Facility[A/B]

(g)Term:  [·]

(h)Delivery instructions as follows:  [·]

2.We confirm that each condition specified in paragraph (c) of Clause 6.7 (Issue of Letters of Credit) is satisfied on the date of this Utilisation Request.

3.We attach a copy of the proposed Letter of Credit.

4.The purpose of this proposed Letter of Credit is [·].

5.This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[the Borrower]

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PART IC
UTILISATION REQUEST
US DOLLAR SWINGLINE LOANS

From:[Borrower]

To:KeyBank National Association, as Agent for the US Dollar Swingline Lenders

The Royal Bank of Scotland plc, as Agent

Dated: [insert date]

Ladies and Gentlemen:

GTECH Senior Facilities Agreement
dated 4 November 2014 (the “Facilities Agreement”)

We refer to the Facilities Agreement.  This is a Utilisation Request.  Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. The Swing Line Borrowing requested herein complies with the requirements of Clauses 7 (Utilisations — US Dollar Swingline Loans) and 11 (US Dollar Swingline Facility) of the Agreement.

1.We wish to borrow on the following terms:

(a)Borrower:  [·]

(b)Proposed Utilisation Date:  [·] (or, if that is not a New York Business Day, the next New York Business Day)

(c)Facility to be utilised:  US Dollar Swingline Facility

(d)Currency of Loan:  US Dollars

(e)Amount:  [·]

(f)Interest Period: [·]

2.We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

3.[The proceeds of this US Dollar Swingline Loan should be credited to [account]].

4.This Utilisation Request is irrevocable.

5.The Borrower certifies that it shall not use the proceeds of the US Dollar Swingline Loan requested herein to refinance any outstanding US Dollar Swingline Loan.

Yours faithfully

authorised signatory for

[the Borrower]

188

SCHEDULE 4
FORM OF TRANSFER CERTIFICATE

To:The Royal Bank of Scotland plc, as Agent

From:[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)

Dated:[insert date]

GTECH Senior Facilities Agreement
dated 4 November 2014 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is a Transfer Certificate.  Terms defined in the Facilities Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2.We refer to Clause 30.5 (Procedure for transfer):

(a)The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 30.5 (Procedure for transfer).

(b)The proposed Transfer Date is [·].

(c)The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 37.1 (Notices generally) are set out in the Schedule.

3.The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 30.4 (Limitation of responsibility of Existing Lenders).

4.This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

5.The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 30.4 (Limitation of responsibility of Existing Lenders).

6.The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)[in respect of an Italian Obligor,:

(i)[an Exempt Lender];

(ii)[an Italian Qualifying Lender];

(iii)[an Italian Treaty Lender];

(iv)[not a Qualifying Lender].]

(b)[in respect of a UK Borrower,:

(i)[not a Qualifying Lender];

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(ii)[a Qualifying Lender other than a UK Treaty Lender]; or

(iii)[a UK Treaty Lender].]

(c)[in respect of a US Borrower,:

(i)[not a Qualifying Lender]; or

(ii)[a Qualifying Lender within limb (b) of the definition of Qualifying Lender].

7.[The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [·]) and is tax resident in [·], so that interest payable to it by borrowers is generally subject to [full exemption from][a reduced rate of]  UK withholding tax, and requests that the Parent notify:

(a)each UK Borrower which is a Party as a Borrower as at the Transfer Date; and

(b)each Additional Borrower which is a UK Borrower and becomes an Additional Borrower after the Transfer Date,

that it wishes that scheme to apply to the Agreement.] **

8.The New Lender confirms that is not a Blacklisted Resident Entity.

9.This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

** delete as applicable

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THE SCHEDULE
Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [·].

[Agent]

By:

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SCHEDULE 5
FORM OF ASSIGNMENT AGREEMENT

To:The Royal Bank of Scotland plc, as Agent

From:[the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)

Dated:[insert date]

GTECH Senior Facilities Agreement
dated 4 November 2014 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is an Assignment Agreement.  Terms defined in the Facilities Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2.We refer to Clause 30.6 (Procedure for assignment):

(a)The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facilities Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitments and participations in Loans under the Facilities Agreement as specified in the Schedule.

(b)The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments and participations in Loans under the Facilities Agreement specified in the Schedule.

(c)The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3.The proposed Transfer Date is [·].

4.On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5.The Facility Office and address, fax number and attention details for notices of the New Lender are set out in the Schedule.

6.The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 30.4 (Limitation of responsibility of Existing Lenders).

7.The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)[in respect of an Italian Obligor,:

(i)[an Exempt Lender];

(ii)[an Italian Qualifying Lender];

(iii)[an Italian Treaty Lender];

(iv)[not a Qualifying Lender].]

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(b)[in respect of a UK Borrower,:

(i)[not a Qualifying Lender];

(ii)[a Qualifying Lender other than a UK Treaty Lender]; or

(iii)[a UK Treaty Lender].]

(c)[in respect of a US Borrower,:

(i)[not a Qualifying Lender]; or

(ii)[a Qualifying Lender within limb (b) of the definition of Qualifying Lender].

8.[The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [·]) and is tax resident in [·], so that interest payable to it by borrowers is generally subject to [full exemption from][a reduced rate of]  UK withholding tax, and requests that the Parent notify:

(a)each UK Borrower which is a Party as a Borrower as at the Transfer Date; and

(b)each Additional Borrower is a UK Borrower which becomes an Additional Borrower after the Transfer Date,

that it wishes that scheme to apply to the Agreement.]**

[8/9].The New Lender confirms that is not a Blacklisted Resident Entity.

[9/10].This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 30.7 (Copy of Transfer Certificate or Assignment Agreement to Parent), to the Parent (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

[10/11].This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

[11/12].This Assignment Agreement [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by English law.

[12/13].This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

** delete as applicable

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SCHEDULE 6
FORM OF ACCESSION LETTER

To:The Royal Bank of Scotland plc, as Agent

From:[Subsidiary] and [Parent]

Dated:

Ladies and Gentlemen

GTECH Senior Facilities Agreement
dated 4 November 2014 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is an Accession Letter.  Terms defined in the Facilities Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2.[Subsidiary]/[Hedging Bank] agrees to become [an Additional Guarantor][and][an Additional Borrower]/[a Hedging Bank] and to be bound by the terms of the Facilities Agreement and the other Finance Documents as [an Additional Guarantor] [and][an Additional Borrower]/ [a Hedging Bank] pursuant to [Clause 31.2 (Additional Obligors)]/[Clause 30.12 (Accession, assignments and transfers by Hedging Banks)] of the Facilities Agreement [Subsidiary]/[Hedging Bank] is a company duly incorporated in [name of relevant jurisdiction] and is a limited liability company and its registered number is [·].

3.[Subsidiary’s]/ [Hedging Bank’s] administrative details are as follows:

Address:

Fax No.:

Attention:

4.[The guarantee to be granted by [Subsidiary] pursuant to Clause 24 (Guarantee and Indemnity) of the Facilities Agreement shall be subject to the following limitations [insert as applicable — subject to agreement with Agent (acting reasonably)].

5.[This Accession Letter is governed by English law.](2)

This Accession Letter is entered into by deed.

[Parent]	[Subsidiary]/ [Hedging Bank]
[witnessed by:
Name
Occupation
Address

(2)  For Additional Obligor accessions

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SCHEDULE 7
FORM OF RESIGNATION LETTER

To:The Royal Bank of Scotland plc, as Agent

From:[resigning Obligor] and [Parent]

Dated:

Ladies and Gentlemen

GTECH Senior Facilities Agreement
dated 4 November 2014 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is a Resignation Letter.  Terms defined in the Facilities Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2.Pursuant to Clause 31.3 (Resignation of an Obligor), we request that [resigning Obligor] be released from its obligations as a [Guarantor] [Borrower] under the Facilities Agreement and the other Finance Documents.

3.We confirm that:

(a)no Default is continuing or would result from the acceptance of this request; and

(b)this request is given in relation to [a Third Party Disposal of [resigning Obligor]]/[(resigning Obligor) ceasing to be a Material Subsidiary]; [the all Lender consent obtained on [insert date]];

4.This letter is governed by English law.

[Parent]	[resigning Obligor]
By:	By:

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SCHEDULE 8
FORM OF COMPLIANCE CERTIFICATE

To:The Royal Bank of Scotland plc, as Agent

From:[Parent]

Dated:

Ladies and Gentlemen

GTECH Senior Facilities Agreement
dated 4 November “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is a Compliance Certificate.  Terms defined in the Facilities Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2.We confirm that:

[Insert details of covenants to be certified].

[Insert details and calculations required pursuant to Clause 27.2 (Financial Condition) of the Facilities Agreement].

3.[When applicable] We confirm that the Parent has complied with Clause 27 (Financial Covenants) of the Facilities Agreement.

4.[When applicable] We confirm that the Parent has complied with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors)of the Facilities Agreement.  Following are the computations (in reasonable detail):  [·]

5.[When applicable] Pursuant to Clause 26.2(c) of the Facilities Agreement, we confirm that [there have been no change to the list of Material Subsidiaries since the Compliance Certificate for the Financial Quarter ending 31 December [·].]/[The following is the list of Material Subsidiaries as at (insert date):]

Signed

CFO

[PARENT]

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SCHEDULE 9
TIMETABLES - LOANS
- NOTICES TO THE AGENT

	Loans in Euro	Loans in US  Dollars	Loans in Other  Currencies
Approval as an Optional Currency, if required (Clause 4.3 (Conditions relating to Optional Currencies))			U-4 11:00 a.m. (London time)
The Agent notifies the Parent if a currency is approved as an Optional Currency in accordance with Clause 4.3 (Conditions relating to Optional Currencies)	—		U-3 11:00 a.m. (London time)
Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request) for Interest Periods of one (1), three (3) or six (6) Months (Clause 16.1 (Selection of Interest Periods and Terms)	U-3 11:00 a.m. (London time)	U-3 9:00 a.m. (New York time)	U-3 (U-4 in the case of a Special Notice Currency) 11:00 a.m. (London time)
Delivery of a duly completed Utilisation Request (Clause 7.2 (Delivery of a Utilisation Request for US Dollar Swingline Loans))	—	11:00 a.m. (New York time)	—
The Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders’ participation)	U-3 1:00 p.m. (London time)	U-3 3:00 p.m. (London time)	U-3 (U-4 in the case of a Special Notice Currency) 1:00 p.m. (London time)
The Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	U-3 3:00 p.m. (London time)	U-3 5:00 p.m. (London time)	U-3 (U-4 in the case of a Special Notice Currency) 3:00 p.m. (London time)
The Swingline Agent determines (in relation to a Utilisation) the Base Currency Amount of the US Dollar Swingline Loan, if required under Clause 7.4 (US Dollar Swingline Lenders’ participation) and notifies each US Dollar Swingline Lender of	—	1:00 p.m. New York time)	—

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	Loans in Euro	Loans in US  Dollars	Loans in Other  Currencies
the amount of its participation in the US Dollar Swingline Loan under Clause 7.4 (US Dollar Swingline Lenders’ participation)
The Agent sets the lending rate in dollars under Clause 15.5 (Notification of rates of interest).	—	U-0 11.00 a.m. (New York time)	—
The Agent receives a notification from a Lender under Clause 10.2 (Unavailability of a currency)	—	—	U-2 11:00 a.m. (London time)
The Agent gives notice in accordance with Clause 10.2 (Unavailability of a currency)	—	—	U-2 2:00 p.m. (London time)
The Agent determines amount of the Loan in Optional Currency in accordance with Clause 35.10 (Change of currency)	U-3 11:00 a.m. (London time)	U-3 11:00 a.m. (London time)	U-4 11:00 a.m. (London time)
LIBOR or EURIBOR is fixed	EURIBOR Quotation Day as of approximately 11:00 a.m. (Brussels time)	LIBOR Quotation Day as of approximately 11:00 a.m. (London time)	LIBOR Quotation Day as of approximately 11:00 a.m. (London time)
“U” =	date of Utilisation	date of Utilisation
“U - X” =	X Business Days prior to date of Utilisation	X Business Days prior to date of Utilisation

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PART I
LETTERS OF CREDIT
— NOTICES TO AGENT

	Letters of Credit
Delivery of a duly completed Utilisation Request (Clause 6.3).	U-5 11:00 a.m. (London time)
The Agent determines (in relation to a Utilisation) the Base Currency Amount of the Letter of Credit if required under paragraph (d) of Clause 6.6 and notifies the Issuing Agent and Lenders of the Letter of Credit in accordance with paragraph (d) of Clause 6.5.	(London time) on date of receipt by Agent of Utilisation Request)
Delivery of duly completed Renewal Request	U-5 11:00 a.m. (London time)

“U”         =              date of Utilisation

“U-X”     =              Business Days prior to date of Utilisation

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SCHEDULE 10
FORM OF LETTER OF CREDIT

To:[Beneficiary] (the “Beneficiary”)

Date []

Irrevocable Standby Letter of Credit No. []

Our customer, [] (the “Applicant”) has entered into an agreement for [] (the “Contract”) with the Beneficiary.

At the request of the banks whose names are set out below and in the attached Appendix 2 (each a Lender and together the Lenders) issue on a several basis this unconditional and irrevocable standby Letter of Credit (Letter of Credit) in your favour on the following terms:

1.Definitions

1.1In this Letter of Credit:

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in London.

“Demand” means a demand for a payment under this Letter of Credit in the form of Appendix 2 to this Letter of Credit.

“Expiry Date” means: [].

“Issuing Agent” means The Royal Bank of Scotland plc, London Trade Services Centre, PO Box 66891, Aldgate Union, 10 Whitechapel High Street, London E1W 9FQ.

“Participation Amount” means in respect of a Lender and any drawings under this Letter of Credit, the sum which is equal to that Lender’s Participation Percentage of the Total L/C Amount.

“Participation Percentage” means in respect of a Lender, the percentage set opposite its name in the second column in Appendix 2.

“Total L/C Amount” means [].

2.Lender’s Agreement

(a)The Beneficiary may request a drawing or drawings under this Letter of Credit by giving to the Issuing Agent a duly completed Demand. A Demand must be received by the Issuing Agent by no later than 3.30 pm (London time) on the Expiry Date.

(b)Subject to terms of this Letter of Credit, each Lender shall, no later than five (5) Business Days after the deemed date of receipt by the Issuing Agent of a Demand (the “Due Date”), pay to the Beneficiary (by making payment via us, the Issuing Agent) its respective Participation Percentage of the sum demanded in the Demand.

(c)The obligations of the Lenders under this Letter of Credit shall be several, not joint, and no Lender shall ever be obliged to make a payment under this Letter of Credit if as a result the aggregate of all payments made by it under this Letter of Credit would exceed its

200

Participation Amount. The Lenders together, shall never be obliged to make payments hereunder in aggregate exceeding the Total L/C Amount.

(d)The Beneficiary is entitled to make multiple requests pursuant to this Letter of Credit; provided that the total sum claimed under this Letter of Credit does not in aggregate exceed the Total L/C Amount.

(e)Each Lender shall accept any Demand made in accordance with this Letter of Credit as evidence, for the purposes of this Letter of Credit alone, that the amount claimed is due to the Beneficiary (waiving all rights of objection and defence and without reference to the Applicant or any third party).

(f)If the identity or commitment of the Lenders as set out in Appendix 2 changes after this Letter of Credit is issued, then the Agent shall deliver to the Beneficiary an adjusted Appendix 2 (an “Adjusted Letter of Credit Schedule”) setting out the then current Lenders and their Commitments, and this will replace the immediately preceding Appendix 2 that was in effect. Any Adjusted Letter of Credit Schedule provided pursuant to the preceding sentence shall be effective; provided that: (i) the adjusted aggregate Participation Amounts (as defined in each case in the relevant Letter of Credit) are no less than the aggregate Participation Amounts (as defined in each case in the relevant Letter of Credit) under the former Appendix 2; and (ii) it is dated and includes the reference number of this Letter of Credit.

3.Liability of Lenders

The liability of the Lenders under this Letter of Credit is several and not joint and neither we (as the Issuing Agent or the Lender) nor any Lender shall be liable for the failure of any other Lender to perform its obligations under the Letter of Credit.

4.Expiration

(a)Each Lender will be released from its obligations under this Letter of Credit on the date (if any) notified by the Beneficiary to the Issuing Agent as the date upon which the obligations of each Lender under this Letter of Credit are released.

(b)Unless previously released under paragraph 4(a) above, at 3.30 pm (London time) on the Expiry Date the obligations of each Lender under this Letter of Credit will cease with no further liability on the part of any Lender except for any Demand validly presented under the Letter of Credit before 3.30 pm (London time) on the Expiry Date that remains unpaid.

(c)When the Lenders are no longer under any further obligations under this Letter of Credit, the Beneficiary must return the original of this Letter of Credit to the Issuing Agent.

5.Liability of the Issuing Agent

This Letter of Credit is signed by the Issuing Agent solely as agent and mandatario con rappresentanza for the Lenders and the Issuing Agent makes no representation or warranty, express or implied, concerning, and accepts no responsibility for the legality, validity, effectiveness, adequacy or enforceability of this Letter of Credit or concerning its power to enter into this Letter of Credit on behalf of any Lender (except for itself as a Lender) and, accordingly, it shall not be liable for any cost, loss or expense sustained or incurred by the Beneficiary as a result of any present or future total or partial invalidity, illegality or unenforceability affecting this Letter

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of Credit or the failure of any Lender (except for itself as a Lender, if applicable) to be bound by its terms.

6.Payments

All payments under this Letter of Credit shall be made by wire transfer in [] and for value on or before the Due Date for the Demand under which such payment was demanded to the following account

Name:  []

Account number:  []

Bank:  []

7.Delivery of Demand

Each Demand shall be in writing, and, unless otherwise stated, may be made by letter or fax.  All Demands must be presented to the Issuing Agent in legible form at the following address and addressed to the department stated below:

The Royal Bank of Scotland plc

London Trade Services Centre,

PO Box 66891,

Aldgate Union,

10 Whitechapel High Street,

London E1W 9FQ

FAO: The Centre Manager

Any Demand shall be deemed to be received by the Issuing Agent (i) if sent by fax, at the date and time received by the Issuing Agent in legible form (provided that an original is received by post or hand within two (2) Business Days thereafter); and (ii) if sent by post or hand, when the Demand is delivered. For the purposes of this paragraph, signature of a courier’s proof of delivery shall be sufficient evidence of delivery.

8.Assignment and Transfer

The Beneficiary’s rights under this Letter of Credit may not be assigned or transferred.

9.ISP

Except to the extent it is inconsistent with the express terms of this Letter of Credit, this Letter of Credit is subject to the International Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590.

10.Third Parties

This Letter of Credit shall not confer any benefit on or be enforceable by anyone other than the Beneficiary.

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11.Governing Law

For any matter not regulated by ISP 98, this Letter of Credit and any non-contractual obligations arising out of or in connection with it are governed by [English] [New York] law.

12.Jurisdiction

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter of Credit (including a dispute relating to any non-contractual obligation arising out of or in connection with this Letter of Credit).

Yours faithfully

for and on behalf of

[Names of all Lenders]

By:

The Issuing Agent

Name:

Title:

Signature:

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APPENDIX 1
FORM OF DEMAND

To:[Issuing Agent]

[Date]

Ladies and Gentlemen

Irrevocable Standby Letter of Credit No. [] issued in favour of [Beneficiary] (Letter of Credit)

We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same meaning when used in this Demand.

1.We certify that the Applicant has failed to pay the sum of [] when due under the Contract. We therefore demand payment of the sum of [].

2.Payment should be made to the account specified in the Letter of Credit as follows:

3.Name:

a.Account number:  []

b.Bank:  []

4.The date of this Demand is not later than the Expiry Date.

Yours faithfully

(Authorised Signatory)	(Authorised Signatory)
For
[Beneficiary]

204

APPENDIX 2

Irrevocable Standby Letter Credit No. [] (Letter of Credit)

Name and Address of Lender	Participation Percentage
[·]	[·]
Total	[·]

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SCHEDULE 11
AGENTS’ DETAILS

Notices to the Agent and the Issuing Agent

The Royal Bank of Scotland plc

250 Bishopsgate

London, EC2M 4AA

United Kingdom

Attention: Natalie Brown

email: Natalie.Brown@rbs.com

Tel: +44 20 3361 1101

Notices to the Swingline Agent:

KeyBank National Association

127 Public Square

Cleveland, Ohio 44114

US

Attention: Matthew Bradley / Kathy Koenig

email: matthew_j_bradley@keybank.com / Kathy_koenig@keybank.com

Tel: +1 216 689 3270 / +1 216 813 4814

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SCHEDULE 12
ORIGINAL BORROWERS’ DETAILS

Notices to GTECH:

GTECH S.p.A.

Via del Campo Boario 19

00156 Rome

Italy

Attention:  Treasury Department

Facsimile:  00 39  06 51894205

Notices to GTECH Corporation:

GTECH Corporation

GTECH Center

10 Memorial Boulevard

Providence, RI  02903-1125

USA

Attention:  Treasury Department

Facsimile:  001-401-392-4951

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SCHEDULE 13
AGREED SECURITY PRINCIPLES

1.SECURITY PRINCIPLES

1.1The Security to be provided pursuant to Clause 28.23 (Security following Debt Ratings decrease) will be given in accordance with these agreed security principles and the limitations set forth in Clauses 24.11 (Limitations on US Guarantees) to 24.13 (Guarantee Limitations applicable to GTECH as Parent) (the “Agreed Security Principles”). This Schedule addresses the manner in which the Agreed Security Principles will impact on the guarantees and Security proposed to be taken pursuant to Clause 28.23 (Security following Debt Rating decrease) or Clause 28.24 (Guarantor Threshold Test and Additional Guarantors). Terms defined in Clause 28.23 (Security following Debt Ratings decrease) or Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) shall have the same meaning where used in this Schedule.

1.2The Security Principles embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective guarantees and security from members of the Group in the relevant jurisdictions of incorporation. In particular:

(a)general statutory limitations, financial assistance, corporate benefit, fraudulent preference, tax restrictions or costs, retention of title claims and similar principles may limit the ability of a member of the Group to provide Security or any guarantee or may require that the Security or guarantee be limited by an amount or otherwise;

(b)a key factor in determining whether or not Security shall be taken or the extent of its perfection is the applicable cost (including but not limited to adverse effects on interest deductibility and stamp duty, notarisation and registration fees) which shall not be disproportionate to the benefit to the Lenders of obtaining such Security. In particular, the Parties acknowledge that Imposta Sostitutiva pursuant to article 15 and subsequent of Italian Presidential Decree No. 601/1973 as amended and supplemented from time to time will not be available with respect to the Agreement. Accordingly, Security that requires payment of an ad valorem registration tax on the amount of the Secured obligations will not be taken subject to paragraph (c) below;

(c)the maximum guaranteed or secured amount may be limited to minimise stamp duty, notarisation, registration or other applicable fees, taxes and duties where the benefit of increasing the guaranteed or secured amount is disproportionate to the level of such fee, taxes and duties;

(d)where there is material incremental cost involved in creating Security over assets owned by an Obligor in a particular category the principle stated at paragraph 1.2(b)above shall apply and, subject to the Agreed Security Principles, only the material assets in that category  shall be subject to Security;

(e)it is acknowledged that in certain jurisdictions it may be either impossible or impractical to create Security over certain categories of assets in which event Security will not be taken over such assets;

(f)any assets subject to third party arrangements which may prevent those assets from being charged will be excluded from any relevant Security Document; provided that such third party arrangements are permitted under this Agreement and provided that the consent of

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that third part has been requested. In particular, in certain circumstances, the granting of Security over the shares of a member of the Group which holds a gaming license or concession will require the prior consent of the relevant gaming or licensing authority. No guarantee or assurance can be given in such respect;

(g)members of the Group will not be required to enter into Security Documents or guarantees if the same would conflict with the fiduciary duties of the directors (or other officers) of the relevant member of the Group or contravene any legal prohibition or would result in (or in a material risk of) personal or criminal liability on the part of any director (or other officer) of any member of the Group; provided that the relevant member of the Group shall use reasonable endeavours to overcome any such obstacle;

(h)members of the Group will not be required to enter into Security Documents or guarantees if the same would conflict with the terms of any applicable shareholder agreements or if the granting of the relevant Security or guarantee would be prohibited for regulatory reasons;

(i)no Joint Venture shall be required to become a Guarantor nor shall any member of the Group be required to grant Security over any interest in any Joint Venture;

(j)the granting of Security or the perfection of the Security granted will not be required if it would restrict the ability of the relevant member of the Group to conduct its operations and business in the ordinary course as otherwise permitted by the Finance Documents. Accordingly, no Security shall be granted over bank accounts or insurance policies of members of the Group;

(k)to the extent possible and without prejudice to the rights of the Finance Parties, all Security shall be given in favour of a security agent and not the Finance Parties individually; “Parallel debt” provisions will be used where necessary, subject to applicable law. Where Security is granted in respect of more than one instrument or category of creditor of Pari Passu Indebtedness, there shall be a single security agent or trustee appointed in respect of each relevant Security Document and customary intercreditor arrangements shall be entered into between the relevant creditors of the Pari Passu Indebtedness setting out, inter alia, a common waterfall on enforcement and customary security agent or trustee protections; and

(l)with regard to Security over any intercompany notes, the fact they are secured shall not prevent the relevant debtors from repaying or prepaying or otherwise discharging the relevant outstandings at any time prior to the taking of any action pursuant to Clause 29.16 (Acceleration).

1.3The Parent need only perform its obligations to procure that any member of the Group becomes an Additional Guarantor or to procure the granting of Security over its shares or other ownership interests if: (i) it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management, and (ii) the guarantee would have some economic value having regard to corporate benefit and other relevant restrictions applicable to the person granting the guarantee. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. The Agent and the relevant Additional Guarantor (each acting reasonably and on the basis of the advice of their

209

respective local counsel) may agree to other limitations for the purpose of avoiding any obstacle to the grating of an additional guarantee.

2.TERMS OF SECURITY DOCUMENTS

2.1The following principles will be reflected in the terms of any Security taken:

(a)Security will not be enforceable until an Event of Default has occurred and notice of acceleration has been given by the Agent under this Agreement;

(b)the Security Documents should only operate to create Security rather than to impose new commercial obligations; accordingly, they should not contain additional representations, warranties, undertaking and indemnities, unless these are (i) required to be included in any Security Document for the validity and enforceability of the Security Documents or (ii) are the same as or consistent with those contained in this Agreement;

(c)until an Event of Default has occurred and notice of acceleration has been given by the Agent under this Agreement, pledgors of shares in Obligors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the Security or cause an Event of Default to occur and the Obligors shall be permitted to pay dividends on pledged shares to the pledgors and the pledgors shall be entitled to retain such dividends to the extent permitted under this Agreement;

(d)any accounts receivable which, if charged, such charge would be prohibited by anti-assignment provisions of contracts or applicable law or would breach the terms of any contract relating to such accounts receivable or would be a default or event of default under the relevant contract or entitle the counterparty to the relevant contract a right to terminate the relevant contract will be excluded from any relevant Security Document; provided that the consent of that counterparty has been sought;

(e)notification to debtors of Security over accounts receivable will only be given if an Event of Default has occurred and notice of an acceleration has been given by the Agent under this Agreement;

(f)security over any loan or note intercompany receivables will be perfected upon execution of the Security Document either by virtue of notification to debtors or by acknowledgement in writing by such debtor (as may be required by local law to perfect such Security) subject to no adverse tax consequences;

(g)the Finance Parties should only be able to exercise any power of attorney granted to them under the Security Documents following the occurrence of an Event of Default in respect of which notice of acceleration has been given by the Agent under this Agreement or material failure to comply with a written request to fulfil a further assurance or perfection obligation;

(h)the Security Documents shall not operate so as to prevent transactions which are permitted under this Agreement or to require additional consents or authorisations;

(i)unless the restriction is required by law, the constitutional documents of the Obligors whose shares have been pledged will be amended to remove any restriction on the transfer or the registration of the transfer of the shares on enforcement of the Security granted over them. If the pledging of  shares of an Obligor under the Agreed Security Principles requires the

210

prior consent of any gaming or licensing authority, the Parent shall use its commercial reasonable efforts to obtain such consent in a reasonable time frame; and

(j)in furtherance of Clause 24.11 (Limitations on US Guarantees),

(i)no member of the Group that is a CFC will have any obligation or liability, directly or indirectly, to grant Security with respect to any US Obligation;

(ii)not more than sixty-five per cent. (65%) of the stock or other equity interests (measured by the total combined voting power of the issued and outstanding voting stock or other equity interests) of, and none of the assets or property of, a person that is a CFC will be required to be pledged directly or indirectly as security for any US Obligations; and

(iii)no member of the Group shall grant any Security for the obligations of a US Borrower if (a) such member of the Group is a “related person” (as defined in Section 267(b) or Section 707(b) of the Code) to such US Borrower, (b) such member of the Group is not a “United States person” (as defined in Section 7701(a)(30) of the Code) and (c) such US Borrower does not own a “controlling interest” (as defined in Section 163(j) of the Code) in such member of the Group, to the extent such guarantee or pledge would cause such US Borrower to be disallowed, for US federal or state income tax purposes, a deduction (or any portion thereof) for interest expense paid that could otherwise have been utilised.

3.FIRST RANKING SECURITY

3.1Subject to the due execution of all relevant Security Documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, and any qualifications contained in any legal opinion delivered under this Agreement, the Agent shall (in the case of those Security Documents creating pledges of shares in an Obligor) obtain a first priority valid pledge of the shares in issue at any time in that Obligor which are owned by another Obligor. Such Security Document shall be governed by the laws of the jurisdiction in which such Obligor whose shares are being pledged is formed.

3.2It is further acknowledged that pursuant to each Security Document (or, if applicable, this Agreement) any costs, fees, taxes or other amounts payable in connection with any re-taking, renotarisation, perfection, presentation, novation or re-registration of any Security or any interest in any Finance Document in connection with an assignment or transfer by any Lender shall be borne by the applicable Lender.

211

SCHEDULE 14
FORM OF AFFIDAVIT

COVER PAGE

Claim for the refund, exemption or application of the reduced tax rate on income paid to non-residents

Conventions for the avoidance of double taxation	odividends (FORM A)	ointerest (FORM B)	oroyalties (FORM C)	oother income (FORM D)
EU Directives	oparent-subsidiary tax regime dir. 90/435/EEC (FORM E)		ointerest and royalty tax regime dir. 2003/49/EC (FORM F)

oDETAILS OF THE BENEFICIAL OWNER

Natural person	Surname        Name        Place of Birth        Date of Birth
Legal person ocross in the case of a permanent establishment	Business Name
Foreign TIN	No.
	oMy country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence.
Italian TIN (if issued)
Residence	State	Full address
Domicile (if different from residence)	State	Full address
P.O. Box (optional)
E-MAIL (optional)

212

COVER PAGE

oDETAILS OF THE LEGAL REPRESENTATIVE

Natural person	Surname        Name        Place of Birth        Date of Birth
Legal person	Business Name
TIN	No.
	oMy country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence.
Italian TIN (if issued)
Residence	State	Full address
Domicile (if different from residence)	State	Full address
P.O. Box (optional)
E-MAIL (optional)

oOTHER CO-BENEFICIARIES OF THE INCOME FOR WHICH REFUND IS BEING REQUESTED

Natural person	Surname        Name        Place of Birth        Date of Birth
Legal person	Business Name
TIN	No.
	oMy country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence.
Italian TIN (if issued)
Residence	State	Full address
Domicile (if different from residence)	State	Full address
P.O. Box (optional)
E-MAIL (optional)

213

COVER PAGE

oDETAILS OF THE PROXY APPOINTED TO SUBMIT THE APPLICATION (IF PRESENT) (3)

Natural person	Surname        Name        Place of Birth        Date of Birth
Legal person	Name
TIN	No.
	oMy country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence.
Italian TIN (if issued)
Residence	State	Full address
Domicile (if different from the residence)	State	Full address
P.O. Box (optional)
E-MAIL (optional)

PAYMENT METHOD (for refunds)

FINANCIAL ISTITUTION:

BANK ACCOUNT HOLDER(4)

(if part of the Economic and Monetary Union): BIC(5)IBAN

(if outside the Economic and Monetary Union)(6): BANK ACCOUNT DETAILS

ADDRESS OF THE FINANCIAL INSTITUTION                                                                                     

(3)  Attach the original copy of the relative power of attorney

(4)  If the beneficiary uses a proxy for the payment, fill in the application with the bank account of the proxy. For powers of attorney released abroad, the original copy with translation must be sent to Centro Operativo di Pescara. If the proxy for the collection is also the proxy for the submission of the application and/or for making the requested declarations, only one original copy with translation is required.

(5)  If Economic and Monetary Union: the BIC code is mandatory.

(6)  If not Economic and Monetary Union: the BIC code is an alternative to the address of the financial institutions.

214

SIGNATURE

ATTACHMENTS:

215

FORM B - INTEREST

oEXEMPTION/APPLICATION OF THE TAX RATE PROVIDED BY THE CONVENTION

oREFUND

Article     of the Convention for the avoidance of double taxation between Italy and

ITALIAN INTEREST PAYER

Person	Surname Name / Business Name
Italian TIN
Residence	Full address

DEPOSITARY BANK (FOR CUSTODY OF SECURITIES)

Legal Person	Business Name
Italian TIN
Residence	Full address

DESCRIPTION OF THE INTEREST RECEIVED

Payment date	Amount of interest gross of the Italian tax	Amount of the tax paid in Italy	Applicable tax rate according to the Convention	Amount of the tax due	Requested refund
TOTAL

216

DECLARATION OF THE BENEFICIARY OR ITS AUTHORISED REPRESENTATIVE(7)

The undersigned                        acting as

Declares

·to reside / that the entity            is resident in                  pursuant to the Convention with                   for the tax period / periods                     ;

·to be / that the entity above mentioned is the beneficial owner of the interest;

·not to have / that the above mentioned entity does not have a permanent establishment or a fixed base in Italy to which the income effectively connects;

oto be / that the above mentioned entity is subject to tax for the specified interest in the Country of residence;

oNOT to be / that the above mentioned entity is NOT subject to tax for the specified interest in the Country of residence (explain the reasons for exemption)                                                                       ;

·to comply with all other necessary requirement for applying the benefits granted by the Convention regarding the income received;

·that all information in this declaration is correct and complete, and that the undersigned shall communicate if one or more of the requirements described above ceases to be, as well as of any variations in the supplied data and information.

Requests

oexemption from Italian tax or application within the limits provided by the mentioned Convention;

orefund of taxes regarding the income specified above;

·that the refund should be made according to the payment methods specified on the cover page.

Place and date

Signature

(7)  The authorised representative is the delegated person authorised to submit the application and/or supply the declarations requested by the Convention on behalf of the beneficial owner (see cover page), on the basis of the document that grants the relative power of representation (the original copy of which must be attached).

217

CERTIFICATION OF THE TAX AUTHORITY

The Tax Authority of                                                                                         certifies that for the tax period/s                      the beneficiary                                                                                                                                                                                                                          described above is resident in                                    according to Article     of the Convention with Italy and that the declarations given in this form are true to the best of the knowledge of this Tax administration.

Date Signature and Office stamp

218

SCHEDULE 15
FORM OF SUBSTITUTE AFFILIATE LENDER DESIGNATION NOTICE

To:          [The Royal Bank of Scotland plc] (as Agent) for itself and each of the other parties to the Facilities Agreement referred to below.

Cc:[The Parent]

From:[Designating Lender] (the “Designating Lender”)

Dated:[]

Ladies and Gentlemen

GTECH Senior Facilities Agreement
dated 4 November 2014 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  Terms defined in the Facilities Agreement have the same meaning in this Designation Notice.

2.We hereby designate our [Affiliate/Facility Office] details of which are given below as a Substitute [Affiliate Lender/Facility Office] in respect of [details of the Utilisation or Utilisations] required to be advanced to [specify name of borrower or refer to all borrowers in a particular jurisdiction etc.] (“Designated Loans”).

3.The details of the Substitute [Affiliate Lender/Facility Office] are as follows:

Name:

Facility Office:

Fax Number:

Attention:

Jurisdiction of Incorporation:

4.[By countersigning this notice below the Designated Affiliate Lender agrees to become a Designated Affiliate Lender in respect of Designated Loans as indicated above and agrees to be bound by the terms of the Facilities Agreement accordingly.]

5.This Designation Notice and any non-contractual obligations arising out of or in connection with it are governed by English law.

219

For and on behalf of

[Designating Lender]

We acknowledge and agree to the terms of the above.

For and on behalf of

[Substitute Affiliate Lender]

We acknowledge the terms of the above.

For and on behalf of

The [Agent] [and the Security Agent]

Dated

220

SCHEDULE 16
SELF DECLARATION FORM

The undersigned [Lender’s legal representative], domiciled at [Lender’s legal representative address], legal representative of [Lender’s Name], with its registered office at [Lender’s registered address]

CONSIDERING THAT

pursuant to article 26, paragraph 5-bis, of Presidential Decree No. 600 of 29 September 1973 as amended by article 22 of Law Decree No. 91 of 24 June 2014, converted into law by Law No. 144 of 11 August 2014, and Article 10, paragraph 2, of Law Decree No. 133 dated 12 September 2014 no Italian withholding tax applies to interest payments made by Italian entities to:

·Credit institutions established in a EU Member State;

·Insurance companies incorporated in a EU Member State and authorised under the legislative provisions of a EU Member State;

·Collective investment founds established in a EU Member State or in a EEA Member State included within the list provided by article 168-bis of Italian Presidential Decree No. 917 of 22 December 1986, as amended and implemented from time to time, to the extent they do not make recourse to leverage debt financing (non fanno ricorso alla leva finanziaria);

·Entities listed under Article 2, paragraph 5, numbers from 4) to 23), of Directive 2013/36/EU.

DECLARES

(Please check one of the following three boxes, if applicable)

·That [Lender’s Name] is a credit institution established in a EU Member State.

·That [lender’s Name] is an insurance company incorporated in a EU Member State and authorized under the legislative provisions of a EU Member State.

·That [Lender’s Name] is a collective investment found established in a EU Member State or in a EEA Member State including within the list provided by article 168-bis of Italian Presidential Decree nr. 917 of 22 December 1986, as amended and implemented from time to time, to the extent it does not make recourse to leverage debt financing.

·That [Lender’s Name] is an entities listed under Article 2, paragraph 5, numbers from 4) to 23), of Directive 2013/36/EU.

and as such is entitled to receive interest payments under the US$1,800,000,000 and €1,050,000,000 Multicurrency Revolving Credit Facilities for GTECH Corporation and GTECH S.p.A without the application of any tax deduction to interest payments made by Italian entities.

221

Place and date of signature
Signature of Legal Representative of
	[Name and Surname]
	[Title]

222

SIGNATORIES

The Parent

GTECH S.P.A.

By: CLAUDIO DEMOLLI

The Original Borrowers

GTECH S.P.A.

By: CLAUDIO DEMOLLI

GTECH CORPORATION

By: CLAUDIO DEMOLLI

The Original Guarantors

GTECH S.P.A.

By: CLAUDIO DEMOLLI

GTECH CORPORATION

By: CLAUDIO DEMOLLI

223

Global Coordinators, Bookrunners and Mandated Lead Arrangers

J.P. MORGAN LIMITED

By: MICHAEL HOLLAND, NIA HORNE

MEDIOBANCA — BANCA DI CREDITO

FINANZIARIO S.P.A.

By: JOSEP BUADES (ATTORNEY)

Bookrunners and Mandated Lead Arrangers

BANCA IMI S.P.A

By: ALESSANDRA CAPOZZI

BARCLAYS BANK PLC

By: ROBERT AZURDIA, SINEAD HARRIS

BNP PARIBAS, SUCCURSALE ITALIA

By: JOSEP BUADES (ATTORNEY)

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MILAN BRANCH

By: JOSEP BUADES (ATTORNEY)

224

CREDIT SUISSE AG, MILAN BRANCH

By: JOSEP BUADES (ATTORNEY)

CITIGROUP GLOBAL MARKETS LIMITED

By: LUCY DEVLIN

DEUTSCHE BANK LUXEMBOURG S.A.

By: JOSEP BUADES (ATTORNEY)

J.P. MORGAN LIMITED

By: MICHAEL HOLLAND

ING BANK N.V. MILAN BRANCH

By: JOSEP BUADES (ATTORNEY)

MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A

By: JOSEP BUADES (ATTORNEY)

THE ROYAL BANK OF SCOTLAND PLC

By: JOSEP BUADES

225

SCOTIABANK EUROPE PLC

By: STEVE CALLER, JOHN O’CONNOR

SOCIETE GENERALE

By: JOSEP BUADES (ATTORNEY)

UNICREDIT BANK AG, MILAN BRANCH

By:

UNICREDIT BANK AG NEW YORK BRANCH

By: JOSEP BUADES (ATTORNEY)

Mandated Lead Arrangers

BANCA POPOLARE DI MILANO S.C.A.R.L

By: JOSEP BUADES (ATTORNEY)

FIFTH THIRD

By: JOSEP BUADES (ATTORNEY)

226

UBI BANCA S.C.P.A.

By: JOSEP BUADES (ATTORNEY)

WELLS FARGO BANK, NA

By: KEITH W ENDERSON

Arrangers

BANCO POPOLARE S.C., LONDON BRANCH

By: DARIO MANCINI, PETER SOULSBY

KEYBANK NATIONAL ASSOCIATION

By: JOSEP BUADES (ATTORNEY)

Agent

THE ROYAL BANK OF SCOTLAND PLC

By: JOSEP BUADES

Issuing Agent

THE ROYAL BANK OF SCOTLAND PLC

By: JOSEP BUADES

227

Swingline Agent

KEYBANK NATIONAL ASSOCIATION

By: JOSEP BUADES (ATTORNEY)

Original Lenders

BARCLAYS BANK PLC

By: ROBERT AZURDIA, SINEAD HARRIS

BARCLAYS BANK PLC, MILAN BRANCH

By: ROBERT AZURDIA, SINEAD HARRIS

BNP PARIBAS, SUCCURSALE ITALIA

By: JOSEP BUADES (ATTORNEY)

CITIBANK, N.A.

By: LUCY DEVLIN

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MILAN BRANCH

By: JOSEP BUADES (ATTORNEY)

228

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK
BRANCH

By: JOSEP BUADES (ATTORNEY)

CREDIT SUISSE AG, MILAN BRANCH

By: JOSEP BUADES (ATTORNEY)

DEUTSCHE BANK LUXEMBOURG S.A.

By: JOSEP BUADES (ATTORNEY)

ING BANK N.V. MILAN BRANCH

By: JOSEP BUADES (ATTORNEY)

INTESA SANPAOLO S.P.A

By: ALESSANDRA CAPOZZI

INTESA SANPAOLO S.P.A NYC BRANCH

By: ALESSANDRA CAPOZZI

JP MORGAN CHASE BANK, N.A., LONDON BRANCH

229

By: MICHAEL HOLLAND

JP MORGAN CHASE BANK, N.A.

By: MICHAEL HOLLAND

JP MORGAN CHASE BANK, N.A., MILAN BRANCH

By: MICHAEL HOLLAND

MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.

By: JOSEP BUADES (ATTORNEY)

THE ROYAL BANK OF SCOTLAND PLC, MILAN BRANCH

By: JOSEP BUADES

SCOTIABANK EUROPE PLC

By: STEVE CALLER, JOHN O’CONNOR

SOCIETE GENERALE PARIS

By: JOSEP BUADES (ATTORNEY)

230

SOCIETE GENERALE, MILAN BRANCH

By: JOSEP BUADES (ATTORNEY)

UNICREDIT BANK AG, MILAN BRANCH

By: JOSEP BUADES (ATTORNEY)

UNICREDIT BANK AG, NEW YORK BRANCH

By: JOSEP BUADES (ATTORNEY)

BANCA POPOLARE DI MILANO, S.C.A.R.L

By: JOSEP BUADES (ATTORNEY)

FIFTH THIRD

By: JOSEP BUADES (ATTORNEY)

UBI BANCA S.C.P.A.

By: JOSEP BUADES (ATTORNEY)

WELLS FARGO BANK, NA

By: KEITH W ENDERSON

231

BANCO POPOLARE S.C., LONDON BRANCH

By: DARIO MANCINI, PETER SOULSBY

KEYBANK NATIONAL ASSOCIATION

By: JOSEP BUADES (ATTORNEY)

232

EX-2.4

Exhibit 2.4

	CLIFFORD CHANCE STUDIO LEGALE
	IN ASSOCIAZIONE CON CLIFFORD CHANCE

CONFORMED COPY (including First Amendment Request dated 27 October 2015)

GTECH S.P.A.

AS PARENT

GTECH S.P.A.
AS ORIGINAL BORROWER

GTECH CORPORATION
AS ORIGINAL GUARANTOR

BNP PARIBAS, ITALIAN BRANCH
BANCA IMI S.P.A.

MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.P.A.

UNICREDIT BANK AG, MILAN BRANCH

AS MANDATED LEAD ARRANGERS

AND

BNP PARIBAS, ITALIAN BRANCH
INTESA SANPAOLO S.P.A.

MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.P.A.

UNICREDIT BANK AG, MILAN BRANCH

AS ORIGINAL LENDERS

MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.P.A.

AS AGENT

€800,000,000

TERM LOAN FACILITIES

FOR GTECH S.P.A.

CONTENTS

Clause		Page
1.	DEFINITIONS AND INTERPRETATION	1
2.	THE FACILITies	45
3.	PURPOSE	46
4.	CONDITIONS OF UTILISATION	46
5.	UTILISATION	47
6.	REPAYMENT	49
7.	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION	49
8.	MANDATORY PREPAYMENT	51
9.	RESTRICTIONS	52
10.	INTEREST	53
11.	INTEREST PERIODS	54
12.	CHANGES TO THE CALCULATION OF INTEREST	55
13.	FEES	56
14.	TAX GROSS UP AND INDEMNITIES	56
15.	INCREASED COSTS	73
16.	OTHER INDEMNITIES	75
17.	MITIGATION	76
18.	COSTS AND EXPENSES	77
19.	GUARANTEE AND INDEMNITY	77
20.	REPRESENTATIONS	83
21.	INFORMATION UNDERTAKINGS	89
22.	FINANCIAL COVENANTS	93
23.	GENERAL UNDERTAKINGS	95
24.	EVENTS OF DEFAULT	106
25.	CHANGES TO THE LENDERS	113
26.	CHANGES TO THE OBLIGORS	120
27.	ROLE OF THE AGENT, THE Mandated Lead Arrangers AND OTHERS	123
28.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	131
29.	SHARING AMONG THE FINANCE PARTIES	131
30.	PAYMENT MECHANICS	133
31.	SET-OFF	137
32.	NOTICES	137
33.	CALCULATIONS AND CERTIFICATES	141
34.	TAX CHARACTERIZATION	141

i

35.	PARTIAL INVALIDITY	141
36.	REMEDIES AND WAIVERS	141
37.	AMENDMENTS AND WAIVERS	142
38.	NEGOTIATED AGREEMENT	146
39.	CONFIDENTIALITY	146
40.	ITALIAN TRANSPARENCY RULES	149
41.	GOVERNING LAW	149
42.	ENFORCEMENT	149
Schedule 1 THE ORIGINAL PARTIES		151
Schedule 2 CONDITIONS PRECEDENT		156
Schedule 3 REQUESTS		160
Schedule 4 FORM OF TRANSFER CERTIFICATE		162
Schedule 5 FORM OF ASSIGNMENT AGREEMENT		165
Schedule 6 FORM OF ACCESSION LETTER		168
Schedule 7 FORM OF RESIGNATION LETTER		169
Schedule 8 FORM OF COMPLIANCE CERTIFICATE		170
Schedule 9 TIMETABLES — LOANS - NOTICES TO THE AGENT		171
Schedule 10 AGENT’s DETAILS		172
Schedule 11 ORIGINAL BORROWER’S DETAILS		173
Schedule 12 AGREED SECURITY PRINCIPLES		174
Schedule 13 FORM OF AFFIDAVIT		178
Schedule 14 SELF DECLARATION FORM		185

ii

THIS SENIOR FACILITIES AGREEMENT (this “Agreement”) is dated 29 January 2015 and made

BETWEEN:

(1)GTECH S.P.A., a company incorporated in Italy as a società per azioni, having its registered office in Viale del Campo Boario 56/D 00154 Rome, Italy, corporate capital of €190,502,053.00 fully paid-up, tax code and registration number with the Register of Companies of Rome 08028081001 (“GTECH” and the “Original Borrower”);

(2)GTECH or, following completion of the Holdco Merger, GEORGIA WORLDWIDE PLC, a public limited company organised under the laws of England and Wales (the “Parent”);

(3)GTECH CORPORATION, a corporation organised under the laws of Delaware (the “Original Guarantor”);

(4)BANCA IMI S.P.A., BNP PARIBAS, ITALIAN BRANCH, MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.P.A. and UNICREDIT BANK AG, MILAN BRANCH, as mandated lead arrangers (the “Mandated Lead Arrangers”);

(5)BNP PARIBAS, ITALIAN BRANCH and UNICREDIT BANK AG, MILAN BRANCH as lenders (the “Original International Lenders”);

(6)INTESA SANPAOLO S.P.A. and MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.p.A. as lenders (the “Original Italian Lenders”); and

(7)MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.P.A. as facility agent of the other Finance Parties (the “Agent”).

IT IS AGREED as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement:

“Acceptable Bank” means:

(a)a bank or financial institution which has a rating for its long term unsecured and non-credit-enhanced debt obligations of BBB- or higher by S&P or Fitch or Baa3 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency; or

(b)an Original Lender or any of its Affiliates; or

(c)any other bank or financial institution approved by the Agent.

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“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter) or in any other form acceptable to the Parent and the Agent.

“Accounting Principles” means generally accepted accounting principles in the United States, the United Kingdom and Italy or IFRS.

“Additional Guarantor” means a person which becomes a Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Additional Obligor” means the New Facility B Borrower or an Additional Guarantor.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.

“Affidavit” means the affidavit substantially in the form set out in Schedule 13 (Form of Affidavit) as approved by the Italian Revenues Agency and made available on the website www.agenziaentrate.gov.it.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent’s Fee Letter” means the fee letter dated on or about the date of this Agreement between the Agent and the Original Borrower.

“Agent’s Spot Rate of Exchange” means, for a currency, the rate determined by the Agent to be the rate quoted by the person acting in such capacity as the spot rate for the purchase by such person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Agent may obtain such spot rate from another financial institution designated by the Agent if the person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

“Agreed Security Principles” means the principles set out in Schedule 12 (Agreed Security Principles).

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to a Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Law” means each of:

(a)the Executive Order;

(b)the USA PATRIOT Act;

(c)the Money Laundering Control Act of 1986, Public Law 99-570;

(d)the Foreign Asset Control Laws;

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(e)the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.);

(f)the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.);

(g)the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.);

(h)the Trading with the Enemy Act (50 U.S.C. App. §§1 et seq.); and

(i)any similar law enacted in the United States of America subsequent to the date of this Agreement.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Auditors” means PricewaterhouseCoopers or any other firm approved in advance by the Agent (such approval not to be unreasonably withheld or delayed).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means the Facility A Availability Period or the Facility B Availability Period.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

(a)the amount of its participation in any outstanding Loans under that Facility; and

(b)in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date.

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“B&D Holding” means B&D Holding di Marco Drago e C. S.a.p.a., a company incorporated in Italy as a società in accomandita per azioni.

“Base Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four (4) decimal places) as supplied to the Agent at its request by the Base Reference Banks at which the Base Reference Banks could borrow funds in the European interbank market in Euro and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

“Base Reference Banks” means the principal Milan office of BNP Paribas, Italian Branch, Intesa SanPaolo S.p.A., Mediobanca — Banca di Credito Finanziario S.p.A., Milan and UniCredit Bank AG, Milan Branch or such other banks as may be

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appointed by the Agent (acting on the instructions of the Majority Lenders) in consultation with the Parent.

“Blacklisted Jurisdiction” means:

(a)any country or territory listed as having a privileged tax regime in the Italian Ministerial Decree dated 23 January 2002 and issued by the Italian Minister of Finance, as amended or updated from time to time; or

(b)(as from the fiscal year in which the decree to be issued pursuant to article 168-bis of Italian Presidential Decree of 22 December 1986, No. 917 is effective, any country or territory which is not included in the list of countries and territories (the “White List”) allowing an adequate exchange of information with the Italian Tax authorities (for the five (5) years starting on the date of publication of such decree in the Official Gazette, countries and territories that are not included in the current black-lists set forth by Italian Ministerial Decrees of 4 May 1999, 21 November 2001 and 23 January 2002, nor in the current white list set forth by Italian Ministerial Decree of 4 September 1996 or included under article 2 of Ministerial Decree 21 November 2001, with regards to the persons therein enclosed, and under article 3 of Ministerial Decree 21 November 2001, with the exclusions of the persons therein enclosed, are deemed to be included in the White List); or

(c)upon the occurrence of any Change of Tax Law, any country or territory listed in any regulation referred to under Article 110, Paragraph 10 of Italian Presidential Decree of 22 December 1986, No. 917, as from time to time amended or restated, as not allowing an adequate exchange of information with the Italian Tax authorities.

“Blacklisted Resident Entity” means any person that is resident, domiciled, located for Tax purposes, or acting through a lending office qualifying as a Permanent Establishment to which any payment under the Finance Document is effectively connected, in a Blacklisted Jurisdiction.

“Borrower” means:

(a)with respect to Facility A, the Original Borrower; and

(b)with respect to Facility B:

(i)until such time at which the Original Borrower has resigned pursuant to Clause 26.2 (b) (New Facility B Borrower Accession), the Original Borrower; and

(ii)from and including such time at which the New Facility B Borrower Accession has been effected in accordance with Clause 26.2 (a) (New Facility B Borrower Accession), the New Facility B Borrower.

“Borrower Materials” shall have the meaning ascribed thereto in Clause 21.7 (Posting on electronic system).

“Break Costs” means the amount (if any) by which:

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(a)the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)the amount which such Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the European interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Bridge Facilities” means the 364-day senior bridge facility to be entered into in accordance with the terms of the commitment letter dated 15 July 2014 among inter alios the Parent and Credit Suisse AG, Cayman Islands Branch, Barclays Bank PLC, Citigroup Global Markets Limited and Citibank N.A., London Branch, as joint lead bookrunners and joint lead arrangers.

“Business” means, with respect to the Group:

(a)the design, manufacture, sale, lease, delivery, installation, operation or maintenance of hardware and equipment (e.g. computers, computer terminals, on-line lottery terminals, instant ticket vending and dispensing machines, self-service terminals, gaming devices and machines, video lottery terminals, slot machines and amusement with prize machines) (collectively, “Gaming Hardware”) and the design, development, sale, licensing, delivery, installation, operation or maintenance of software or game content (collectively, “Gaming Software”) pertaining to the operation of games of chance or skill or pari-mutuel or fixed odds games (including lotteries (e.g. on-line, off-line, passive ticket, instant/scratch ticket, break-open ticket and video), pari-mutuel betting, bingo, race tracks, jai alai, legalized bookmaking, off-track betting, casino games, racino, keno, lotto and sports betting) (collectively, “Games”) and the provision of any type of ancillary service or product related to or connected with the foregoing;

(b)the management, ownership or operation of (i) Games; (ii) Gaming Hardware; (iii) Gaming Software; and (iv) sales channels (retail, interactive and mobile) and the exercise of any governmental power or authority granted to any member of the Group in connection with any of the foregoing businesses set out at (i) to (iv) (including acting as operator/private manager of legal gaming licenses and concessions) and the provision of any products or services related to any of the foregoing businesses set out at (i) to (iv) (including, without limitation, marketing activities and services, player tracking activities and loyalty management, back-office software (player management tools), field service, field sales force management and security and consulting services to customers including software, telecommunications, marketing and other related advisory services or other ancillary tools and platform related services);

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(c)(i) the provision of any type of government or state benefits processing or eligibility, or payment processing (including tax, utility, fines, fees and duties payment processing) and any products or services related to any of the foregoing businesses set out at paragraphs (a) and (b) and this paragraph (c); and (ii) the exercise of any governmental power or authority granted to any member of the Group in connection with the foregoing businesses described in paragraphs (a) and (b) above and in this paragraph (c);

(d)the provision of any type of commercial transaction processing or distribution services, including (i) debit, credit and bill payment transactions and money transfer transactions; (ii) distribution services such as electronic top-up services for pre-paid mobile and fixed-line telephone accounts and ticketing services for sporting, musical and other events; (iii) stored value services such as pre-paid cards for pay TV channels and debit cards; and (iv) any products or services related to the foregoing businesses described in paragraphs (a) through (c) above and in this paragraph (d);

(e)the provision of any type of information technology or any services derived from the technical, management, operational or other expertise developed or used by any member of the Group in connection with any business described herein and any products or services related to the foregoing businesses described in paragraphs (a) through (d) above and in this paragraph (e);

(f)the provision of any type of telecommunication services and other communications services similar to those or provided in connection with the businesses described in paragraphs (a) through (d) above;

(g)the design, manufacture, printing, sale or distribution (whether physically, electronically or by any other method) of instant, scratch, traditional or other lottery tickets (whether such tickets are physical, electronic or expressed through any other medium and whether such tickets allow the player to remove a cover layer (or any semblance thereof) physically, electronically or by any other method, to reveal whether the ticket is a prize winner) and the provision of any products or services related to the foregoing business described in paragraphs (a) through (f) above and in this paragraph (g);

(h)the employment of any hardware or software utilised in any of the businesses described in paragraphs (a) through (g) above whether by sale, lease, license or service in either government or commercial enterprises worldwide;

(i)the provision of social games, including, without limitation, through Internet websites and applications for smart phones, tablets and other devices; and

(j)any other business that is related to, or which is an extension, development or expansion of, any of the foregoing businesses described in paragraphs (a) through (i).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Milan and London and any TARGET Day.

“Calculation Date” has the meaning given to it in Clause 22.1 (Financial definitions).

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“Capital Securities” means the €750,000,000 Subordinated Interest-Deferrable Capital Securities due 2066 and issued on 17 May 2006 by the Original Borrower.

“Cash Equivalent Investments” means at any time:

(a)demand or overnight deposits, time deposits, Eurodollar time deposits, bankers acceptances or certificates of deposit (in any case maturing within one (1) year after the relevant date of calculation):

(i)	with or issued by an Acceptable Bank; or
(ii)	with or issued by a Non-Acceptable Bank; provided that the amount of any such investments does not at any time exceed in the aggregate US$50,000,000 (or its equivalent in any other currencies);

(b)any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating and any auction rate, variable rate or demand securities issued or guaranteed by any federal, state or municipal governmental authority of the United States of America, in each case, having a credit rating equal to BBB or higher by S&P or Baa2 or higher by Moody’s, maturing or having a scheduled auction within one (1) year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c)commercial paper not convertible or exchangeable to any other security:

(i)	for which a recognised trading market exists;
(ii)	issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;
(iii)	which matures within one (1) year after the relevant date of calculation; and
(iv)	which has a credit rating of either A-1 or higher by S&P or F-1 or higher by Fitch or P-1 or higher by Moody’s, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d)sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

(e)any investment accessible within thirty (30) days in money market funds which have a credit rating of either A-1 or higher by S&P or F-1 or higher by Fitch Rating Ltd or P-1 or higher by Moody’s and which invest substantially all their assets in securities of the types described in paragraphs (a) through (d) above; or

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(f)any other debt security approved by the Majority Lenders,

in each case to which any member of the Group is beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security.

“Change of Control” means:

(a)any person or group of persons acting in concert (other than any of the entities or companies constituting the Principal Shareholders) gains control of the Parent; or

(b)any person or group of persons acting in concert (other than any of the entities or companies constituting members of the Group) gains control of the New Facility B Borrower.

For the purpose of the paragraph above “control” means:

(a)the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i)cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Parent or the New Facility B Borrower, as applicable; or

(ii)appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent or the New Facility B Borrower, as applicable; or

(iii)give directions with respect to the operating and financial policies of the Parent or the New Facility B Borrower, as applicable, with which the directors or other equivalent officers of the Parent or the New Facility B Borrower, as applicable, are obliged to comply; or

(b)the holding of more than thirty per cent. (30%) of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) save, in circumstances where the Principal Shareholders between them continue to hold directly or indirectly (whether by way of ownership of shares, proxy, contract, agency or otherwise) more of such issued share capital than the relevant person or group of persons; or

(c)the holding of more than fifty per cent. (50%) of the issued share capital of the New Facility B Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

For the purpose of the paragraph above “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in the Parent or the New Facility B Borrower, as applicable, to

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obtain or consolidate control of the Parent or the New Facility B Borrower, as applicable.

“Change of Tax Law” shall have the meaning ascribed thereto in Clause 14.1 (Definitions).

“Code” means the United States Internal Revenue Code of 1986 (26 U.S.C. §§ 1 et seq.), as amended from time to time.

“Commitment” means a Facility A Commitment or a Facility B Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or otherwise in form and substance satisfactory to the Agent.

“Confidential Information” means all information relating to the Parent, any Obligor, the Group, the Finance Documents or the Facilities of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facilities from either:

(a)any member of the Group or any of its advisers; or

(b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of the terms of this Agreement; or

(ii)is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii)is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in the recommended form of the LMA or in any other form agreed between the Borrowers and the Agent.

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“Consolidated Interest Expense” has the meaning given to it in Clause 22.1 (Financial Definitions).

“Default” means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period or the giving of notice, the making of any determination (where any provision of Clause 24 expressly requires a determination to be made) or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

(a)which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b)which has otherwise rescinded or repudiated a Finance Document; or

(c)with respect to which an Insolvency Event has occurred and is continuing.

Unless, in the case of paragraph (a) above:

(i)its failure to pay is caused by:

(A)administrative or technical error; or

(B)a Disruption Event; and,

payment is made within one (5) Business Days of its due date; or

(ii)the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Designated Person” means a person or entity:

(a)listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

(b)named as a “Specially Designated National and Blocked Person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or

(c)to the best of the Obligor’s knowledge, with which any Finance Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law.

“Designated Website” has the meaning given to that term in Clause 32.7 (Use of websites).

“Dispute” has the meaning given to that term in paragraph (a) of Clause 42.1 (Jurisdiction).

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“Disruption Event” means either or both of:

(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)from performing its payment obligations under the Finance Documents; or

(ii)from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Distribution” means:

(a)any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of share capital (or any class of share capital) paid by the Parent; or

(b)the payment or distribution of any dividend or share premium reserve by the Parent.

“Double Taxation Treaty” means a double taxation agreement made between any Relevant Tax Jurisdiction and any other jurisdiction which makes provision for full exemption from, or a reduction in, Tax imposed by such Relevant Tax Jurisdiction on interest.

“EBITDA” has the meaning given to it in Clause 22.1 (Financial Definitions).

“ERISA” means the Employee Retirement Income Security Act of 1974 of the United States of America as amended from time to time and any applicable regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any Obligor, any person that for the purposes of Title IV of ERISA is from time to time a member of the controlled group of any Obligor or under common control with any Obligor within the meaning of Section 414 of the Code.

“ERISA Event” means:

(a)the occurrence of a reportable event, within the meaning of Section 4043(c) of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; or

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(b)the requirements of Section 4043(b) of ERISA applied with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following thirty (30) days;

(c)the application for a minimum funding waiver with respect to a Plan;

(d)the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA);

(e)the cessation of operations at a facility of any Obligor or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA;

(f)the withdrawal by any Obligor or any ERISA Affiliate from a Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;

(g)the failure to make a required contribution to any Plan that would result in the imposition of an encumbrance under the Code or ERISA;

(h)the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Plan;

(i)a determination that any Plan is, or is expected to be, in at-risk status (within the meaning of Title IV of ERISA); or

(j)the receipt by any Obligor or ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Obligor or ERISA Affiliate of any notice that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA).

“EURIBOR” means, in relation to any Loan:

(a)the applicable Screen Rate; or

(b)(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

(c)if:

(i)no Screen Rate is available for the currency of that Loan; or

(ii)no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Base Reference Bank Rate,

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as of, in the case of paragraphs (a) and (c) above, 11:00 a.m. (Brussels time) on the Quotation Day for Euro and for a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, EURIBOR shall be deemed to be zero.

“Euro” or “€” means the single currency of the Participating Member States.

“Event of Default” means any event or circumstance specified as such in Clause 24 (Events of Default).

“Excluded Assets” means (i) loans to and receivables from other members of the Group, (ii) investments in Subsidiaries and (iii) consolidation entries (e.g., purchase accounting entries for goodwill and fair value adjustments to assets and liabilities) and elimination entries.

“Excluded EBITDA Entries” means consolidation entries and elimination entries.

“Executive Order” means the US Executive Order No. 13224 on Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism.

“Exempt Lender” shall have the meaning ascribed thereto in Clause 14.1 (Definitions).

“Existing GTECH Notes” means each of the following issuances of debt securities by the Original Borrower:

(a)€500,000,000 5.375% Guaranteed Notes due 2018;

(b)€500,000,000 3.500% Guaranteed Notes due 2020; and

(c)the Capital Securities.

“Existing GTECH Revolving Credit Facilities” means the US$1,500,000,000 and €850,000,000 multicurrency revolving credit facilities for the Original Borrower and the Original Guarantor made available under a senior facilities agreement dated 4 November 2014 among the Original Borrower, as GTECH and as a Borrower; Original Guarantor, 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 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the entities listed in Part V of Schedule 1 thereto, as the Arrangers, the financial institutions listed in Part II of Schedule 1 thereto, as the Original Lenders; The Royal Bank of Scotland plc, as the Agent; The Royal Bank of Scotland plc, as the Issuing Agent; and the other parties thereto.

“Existing Indebtedness” means any Financial Indebtedness outstanding at any time under the Bridge Facilities, the Existing GTECH Revolving Credit Facilities, the Existing GTECH Notes and the Existing Target Facility.

“Existing Lender” has the meaning given to that term in Clause 25.1 (Assignments and transfers by the Lenders).

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“Existing Target Facility” means the revolving credit facility made available under an amended and restated credit agreement dated as of 23 April 2013 and made among inter alios Target, as the Borrower, Wells Fargo Securities, LLC, RBS Securities Inc. and Union Bank, N.A., as Joint Lead Arrangers and Joint Book Runners and The Royal Bank of Scotland plc as Administrative Agent and Swing Line Lender.

“Facility Office” means in respect of a Lender, the office or offices notified by such Lender to the Agent in writing on or before the date it becomes a Lender (and, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Facilities” means Facility A and Facility B and “Facility” means any one of them.

“Facility A” means the term loan facility made available by the International Lenders under this Agreement as described in Clause 2 (Facility).

“Facility A Availability Period” means the period from and including the date of this Agreement to and including 27 February 2015.

“Facility A Commitment” means:

(a)in relation to an Original International Lender, the amount set opposite its name under the heading “Commitment” in Part II A of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of such loan.

“Facility B” means the term loan facility made available by the Italian Lenders under this Agreement as described in Clause 2 (Facility).

“Facility B Availability Period” means, as applicable the First Facility B Availability Period or the Second Facility B Availability Period.

“Facility B Commitment” means:

(a)in relation to an Original Italian Lender, the amount set opposite its name under the heading “Commitment” in Part II B of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement,

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to the extent not cancelled, reduced or transferred by it under this Agreement and subject always to Clause 8.2 (Facility B Repayment and Reinstatement of Facility B Commitments).

“Facility B Loan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of such loan.

“Facility B Repayment” has the meaning given to such term in Clause 8.2 (Facility B Repayment and Reinstatement of Facility B Commitments).

“FATCA” means:

(a)Sections 1471 to 1474 of the Code or any associated regulations;

(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a)in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b)in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

(c)in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor thereto).

“Fee Letter” means any Agent’s Fee Letter and any Upfront Fee Letter(s).

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“Final Maturity Date” means in relation to each of Facility A and Facility B the date falling four (4) years after the date of this Agreement.

“Finance Document” means this Agreement, any Accession Letter, any Compliance Certificate, any Fee Letter, any Resignation Letter, any Utilisation Request and any other document designated as a “Finance Document” by the Agent and the Borrowers.

“Finance Party” means the Agent, the Mandated Lead Arrangers and the Lenders.

“Financial Indebtedness” means any indebtedness for or in respect of (without double counting):

(a)monies borrowed;

(b)any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;

(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)for the purposes of paragraph (e) of the definition of Permitted Guarantee, Clause 23.12 (Priority Financial Indebtedness) and an Event of Default only, any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value as at the relevant date on which Financial Indebtedness is calculated (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g)any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(h)any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or (ii) the agreement is in respect of the supply of assets or services and payment is due more than one hundred and fifty (150) days after the date of supply;

(i)any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; and

(j)the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) through (i) above;

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provided that any counter-indemnity obligation in respect of performance or similar bonds, letters of credit or guarantees, in each case, guaranteeing performance by a member of the Group in relation to a liability (other than a liability in respect of Financial Indebtedness) which arises in the ordinary course of those activities described in the definition of “Business” shall not constitute Financial Indebtedness unless and until, and to the extent that, such performance or similar bonds, letters of credit or guarantees are drawn or called (as applicable).

“Financial Quarter” means, with respect to the Parent, each of the quarterly periods ending on 31 March, 30 June, 30 September and 31 December in each Financial Year by reference to which the quarterly accounts of members of the Group are prepared.

“Financial Year” means each period ending on 31 December in respect of which annual audited consolidated financial statements of the Group are required to be prepared.

“First Facility B Availability Period” means the period from and including the date of this Agreement to and including 27 February 2015.

“Fitch” means Fitch Ratings Ltd.

“Foreign Asset Control Laws” means the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. §§ 1 et seq., any Executive Order or regulation promulgated thereunder and administered by OFAC.

“Fraudulent Transfer Law” means any applicable US Bankruptcy Law or any applicable US state fraudulent transfer or conveyance law.

“Group” means the Original Borrower (or, following completion of the Merger, Holdco) and its Subsidiaries from time to time and “member of the Group” means any one of them.

“Guarantor” means the Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Holdco” means Georgia Worldwide PLC, a public limited company organised under the laws of England and Wales and a wholly owned Subsidiary of the Original Borrower.

“Holdco Merger” means the series of transactions which consist principally of (i) the merger of the Original Borrower with and into Holdco and (ii) the payment to the Original Borrower’s shareholders exercising withdrawal rights following such merger, each in accordance with the steps set out in the Structure Memorandum.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Impaired Agent” means the Agent  at any time when:

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(a)it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)it otherwise rescinds or repudiates a Finance Document;

(c)(if it is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d)an Insolvency Event has occurred and is continuing with respect to it;

(e)unless, in the case of paragraph (a) above:

(i)its failure to pay is caused by:

(A)administrative or technical error; or

(B)a Disruption Event; and

payment is made within five (5) Business Days of its due date; or

(ii)it is disputing in good faith whether it is contractually obliged to make the payment in question.

“Imposta Sostitutiva” means the tax provided by article 15 et seq. of Italian Presidential Decree No. 601 of 29 September 1973.

“Increased Costs” has the meaning given to it in paragraph (b) of Clause 15.1 (Increased Costs).

“Initial Margin Trigger Event” means the first to occur of the following events:

(a)the completion of the Transactions;

(b)a change of at least one of the two Public Debt Ratings issued by S&P and Moody’s; and

(c)termination of the Merger Agreement, or the public disclosure by the Parent that it no longer intends to proceed with the completion of the Mergers;

provided that if at any time after the date hereof three Public Debt Ratings have been issued, paragraph (b) shall be interpreted so as to mean a change of at least two of the three Public Debt Ratings.

“Initial Utilisation” means the Utilisation of the Facilities by the Original Borrower.

“Initial Utilisation Date” the date of the Initial Utilisation.

“Insolvency Event” in relation to a Finance Party means that the Finance Party:

(a)is dissolved (other than pursuant to a consolidation, amalgamation or merger);

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(b)becomes insolvent or is unable to pay its debts as they become due or fails or admits in writing its inability generally to pay its debts as they become due;

(c)makes a general assignment, arrangement or composition with or for the benefit of its creditors generally;

(d)institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

(f)has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g)seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h)has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(i)causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) through (h) above; or

(j)takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Insufficiency” means, with respect to any Plan, the amount, if any, of its unfunded liabilities.

“Intellectual Property” means:

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(a)any patents, trademarks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests, whether registered or unregistered; and

(b)the benefit of all applications and rights to use such assets of each member of the Group.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.4 (Default interest).

“International Lender” means:

(a)any Original International Lender; and

(b)any bank, financial institution, trust, fund or other entity which has become a Party as an International Lender in accordance with Clause 25 (Changes to the Lenders),

which, in each case, has not ceased to be a Party in accordance with the terms of this Agreement.

“Interpolated Screen Rate” means, for any Loan, the rate which results from interpolating on a linear basis between:

(a)the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of 11:00 a.m. (Brussels time) on the Quotation Day for the currency of that Loan.

“IRAP” means the Italian Regional tax on productive activities set forth by Italian Legislative Decree of 15 December 1997, No. 446.

“ITA” means the Income Tax Act 2007 of the United Kingdom.

“Italian Borrower” means a Borrower which is resident in Italy for Tax purposes and not acting for the purposes of the Finance Documents through a Permanent Establishment located outside Italy.

“Italian Bankruptcy Law” means Royal Decree n. 267 of 16 March 1942, as amended and supplemented from time to time.

“Italian Civil Code” means the Italian civil code, enacted by Royal Decree No. 262 of 16 March 1942.

“Italian Guarantor” means a Guarantor which is resident in Italy for Tax purposes pursuant to article 73 of Italian Presidential Decree No. 917 of 22 December 1986 not

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acting for the purposes of the Finance Documents through a Permanent Establishment located outside Italy.

“Italian Holdco” means Lottomatica Holding S.r.l., a company organised under the laws of Italy as a società responsabilità limitata with its registered office at Viale del Campo Boario 56/D 00154 Rome, Italy, and having registration number 13044331000.

“Italian Insolvency Proceeding” means, with respect to the Parent, each Obligor incorporated in Italy and each Material Subsidiary incorporated in Italy (i) any proceeding concerning its liquidation, bankruptcy, dissolution, reorganisation, moratorium or proceedings similar or analogous thereto including bankruptcy (fallimento), arrangements with creditors (concordato preventivo), forced administration liquidation (liquidazione coatta amministrativa), extraordinary administration of large companies in insolvency (amministrazione straordinaria delle grandi imprese in stato di insolvenza), assignments for the benefit of creditors (cessione di beni ai creditori), arrangements with creditors in the context of Article 67, paragraph 2, letter d) of the Italian Insolvency Law or restructuring arrangements pursuant to Article 182 bis of Italian Insolvency Law, out-of-court restructurings or winding-up (liquidazione) set out in the Italian Insolvency Law, the Italian Civil Code or any other applicable Italian laws, as well as any other proceeding defined as “procedura di risanamento” or “procedura concorsuale” under Legislative Decree No. 170 dated 21 May 2004, and (ii) any equivalent or analogous liquidation, insolvency or reorganisation proceedings under the applicable laws, legislation, rules and regulations of any other jurisdiction.

“Italian Insolvency Law” means Royal Decree No. 267 of 16 March 1942.

“Italian Lender” means:

(a)any Original Italian Lender; and

(b)any bank, financial institution, trust, fund or other entity which has become a Party as an Italian Lender in accordance with Clause 25 (Changes to the Lenders),

which, in each case, has not ceased to be a Party in accordance with the terms of this Agreement.

“Italian Obligor” means an Italian Borrower or an Italian Guarantor.

“Italian Qualifying Lender” shall have the meaning ascribed thereto in Clause 14.1 (Definitions).

“Italian Reorganisation” means the series of transactions which consists principally of (i) the contribution of the operating assets of the Original Borrower to the New Facility B Borrower, (ii) the assumption of the liabilities related to such assets by the New Facility B Borrower and (iii) the contribution of shares in the New Facility B Borrower and certain other Subsidiaries of the Original Borrower by the Original Borrower into Italian Holdco, each in accordance with the steps set out in the Structure Memorandum.

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“Italian Treaty Lender” shall have the meaning ascribed thereto in Clause 14.1 (Definitions).

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity in which the Group has a 50 per cent. or a minority interest and which is accordingly not consolidated in the financial statements of that member of the Group as a Subsidiary, it being understood however that in each case the proportion of the Group’s interest in the joint venture entity may be consolidated in the financial statements of the relevant member of the Group on a proportional basis.

“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial Conditions Precedent) or Clause 26 (Changes to the Obligors).

“Legal Reservations” means any matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

“Lender” means an Italian Lender or an International Lender.

“LMA” means the Loan Market Association.

“Loan” means a Facility A Loan or a Facility B Loan.

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 662/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the Total Commitments immediately prior to that reduction).

“Margin” means:

(a)at any time prior to an Initial Margin Trigger Event, 1.60 per cent. per annum; and

(b)from and including an Initial Margin Trigger Event until the Final Maturity Date for the Facilities, such percentage per annum as is set out below in the column “Applicable Margin” in respect of the Public Debt Rating applicable below:

Public Debt Ratings	Applicable Margin
BBB/Baa2 or higher	0.95	%
BBB-/Baa3	1.45	%
BB+/Ba1	1.75	%
BB/Ba2	2.05	%
BB-/Ba3 or lower	2.55	%

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Provided that:

(a)in the event of split Public Debt Ratings, the Applicable Margin shall be the average of the two (2) Applicable Margins;

(b)in the event of withdrawal of a Public Debt Rating, the Applicable Margin shall be such rate which is the average of the applicable rate for the remaining Public Debt Rating and 2.55%; and

(c)in the event of withdrawal of all Public Debt Ratings, the Applicable Margin shall be 2.55% until at least one Public Debt Rating is reinstated;

(d)any increase or decrease in the Margin for a Loan shall take effect on the date which is the first day of the next Interest Period for that Loan following the occurrence of the relevant Margin Rating Event; and

(e)notwithstanding paragraphs (a) through (c) above, when an Event of Default is continuing, the highest rate set out in the table in paragraph (b) above shall apply effective from the date on which the Event of Default occurs,

provided that if at any time after the date hereof three Public Debt Ratings have been issued, then the Public Debt Ratings in the table above and the references to Public Debt Ratings in paragraphs (a) through (c) above shall be interpreted on the basis of the three Public Debt Ratings such that references to “two (2)” shall be to “three (3)”.

“Margin Rating Event” means:

(a)the Initial Margin Trigger Event; and

(b)subsequently, a change of at least one of the two Public Debt Ratings issued by S&P and Moody’s;

provided that if at any time after the date hereof three Public Debt Ratings have been issued, paragraph (b) shall be interpreted so as to mean a change of at least two of the three Public Debt Ratings.

“Margin Stock” means “margin stock” as defined in Regulation U.

“Market Disruption Event” has the meaning given to it in Clause 12.2 (Market disruption).

“Material Adverse Effect” means a material adverse effect on:

(a)the ability of the Obligors (taken as a whole) to perform in a timely manner their payment obligations arising under the Finance Documents, the obligations arising under Clause 22 (Financial Covenants) or any other material obligations under any of the Finance Documents;

(b)the business, financial condition, assets or revenues of the Group taken as a whole; or

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(c)the legality, validity or enforceability against the Obligors of any Finance Document subject always to the Legal Reservations.

“Material Subsidiary” means a Subsidiary of the Parent whose:

(a)total unconsolidated assets excluding the Excluded Assets are greater than or equal to ten per cent. (10%) (if the Subsidiary of the Parent is not a Guarantor) or five per cent. (5%) (if the Subsidiary is a Guarantor) of the total consolidated assets of the Group excluding the Excluded Assets, or

(b)unconsolidated earnings before interest, taxes, depreciation and amortization (calculated on the same basis that EBITDA of the Group is calculated but excluding the Excluded EBITDA Entries are greater than or equal to ten per cent. (10%) (if the Subsidiary of the Parent is not a Guarantor) or five per cent. (5%) (if the Subsidiary is a Guarantor) of the EBITDA of the Group excluding the Excluded EBITDA Entries.

A Material Subsidiary will be determined by reference to the latest balance sheet and income statement (or, if available, audited financial statements) of such Subsidiary and the latest audited consolidated financial statements of the Group.  However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the balance sheet and income statement (or, if available, audited financial statements) shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by an authorised officer of the Parent as representing an accurate reflection of the revised consolidated assets or EBITDA of the Group if so requested by the Agent).

“Merger Agreement” means the agreement and plan of merger agreement dated 15 July 2014 and entered into among the Original Borrower, the Original Guarantor (solely with respect to Section 5.02(a) and Article VIII), Holdco, Target Merger Sub and Target relating to the Mergers.

“Merger Capital Reduction” means the initial proposed court-approved reduction of capital of Holdco under the UK Companies Act 2006, to be implemented following completion of the Mergers as described in and effected in accordance with, the Structure Memorandum.

“Mergers” means the Holdco Merger and the Target Merger.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

24

(c)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period. “Monthly” shall be construed accordingly.

“Moody’s” means Moody’s Investor Services Limited.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, then or at any time during the previous five (5) years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or ERISA Affiliates.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that:

(a)is maintained for employees of any Obligor or any ERISA Affiliate and at least one person (other than the Obligors and the ERISA Affiliates); or

(b)was so maintained and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“New Facility B Borrower” means Lottomatica S.p.A., a company organised under the laws of Italy as a società per azioni with its registered office at Viale del Campo Boario 56/D 00154 Rome, Italy, and having registration number 13109741002.

“New Facility B Borrower Accession” shall have the meaning ascribed thereto in Clause 26.2 (New Facility B Borrower Accession).

“New Lender” has the meaning given to it in Clause 25.1 (Assignment and transfers by the Lenders).

“Non-Acceptable Bank” means any bank or financial institution that does not meet the requirements of paragraph (a) or (b) of the definition of “Acceptable Bank”.

“Non-Consenting Lender” has the meaning given to it in paragraph (c) of Clause 37.3 (Replacement of Lender).

“Obligor” means a Borrower or a Guarantor.

“Obligor’s Agent” means the Parent, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.3 (Obligors’ Agent).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Original Financial Statements” means in relation to the Parent, the audited consolidated financial statements of the Group for the Financial Year ended 31 December 2013.

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“Original Guarantor” has the meaning given to it in the preamble to this Agreement.

“Original International Lender” has the meaning given to it in the preamble to this Agreement.

“Original Italian Lender” has the meaning given to it in the preamble to this Agreement.

“Original Lenders” means the Original International Lenders and the Original Italian Lenders.

“Original Obligor” means the Original Borrower or the Original Guarantor.

“Paper Form Lender” has the meaning given to it in paragraph (a) of Clause 32.7 (Use of Websites).

“Pari Passu Indebtedness” has the meaning given to it in Clause 23.23 (Security following Debt Ratings decrease).

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation of United States of America established pursuant to Section 4002 of ERISA (or any successor).

“Permanent Establishment” means any fixed base of business (stabile organizzazione) regulated by article 162 of Presidential Decree No. 917 of 22 December 1986, Article 5 of the Organization for Economic Cooperation and Development Model Tax Convention and or any equivalent provision provided for by any relevant legislation.

“Permitted Acquisition” means any and all of the following:

(a)any acquisition which constitutes a Permitted Transaction;

(b)an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;

(c)an acquisition of shares or securities pursuant to a Permitted Acquisition Share Issue;

(d)an acquisition of securities or other investments which are Cash Equivalent Investments;

(e)an acquisition in circumstances constituting a Joint Venture or the incorporation of a Joint Venture;

26

(f)the incorporation or other organization of a person who upon incorporation or other organization becomes a member of the Group (and such incorporation may be by way of subscription for shares in cash or a transfer of assets permitted by this Agreement in lieu of cash); or

(g)an acquisition by way of purchase, merger, consolidation or otherwise, of (A) at least a controlling interest in a person or (B) a business, line of business, division, or other business unit of a person, or an undertaking carried on as a going concern, but only if:

(i)no Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

(ii)the acquired company, business or undertaking is (A) principally engaged in any part of the Business or is a Holding Company with respect to a company which is principally engaged in any part of the Business or (B) is empowered under its constitutional documents or by-laws to be engaged in any part of the Business; and

either

(A)the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (when aggregated with the consideration (including associated costs and expenses) for any other Permitted Acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition (A) does not exceed in aggregate in any Financial Year of the Parent, ten per cent. (10%) of the consolidated total assets of the Group and (B) does not exceed in aggregate at any time, US$2,250,000,000 (or its equivalent in other currencies) unless and until the Group obtains a Public Debt Rating upgrade to BBB by S&P and Baa2 by Moody’s, in which case the cap of US$2,250,000,000 (or its equivalent in other currencies) will cease to apply for such time as the Group retains such ratings upgrade;

or

(B)upon confirmation of the acquisition, each of Moody’s and S&P disclose publicly that the Group has a Public Debt Rating and its indebtedness has, in each case, a credit rating of at least Baa3 and BBB-, respectively;

provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (g) shall be interpreted so as to mean the date on which at least two of the three Public Debt Ratings issued by the Rating Agencies are so upgraded or disclosed.

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“Permitted Acquisition Share Issue” means:

(a)an issue of shares constituting a Permitted Transaction;

(b)an issue of shares by one wholly owned Subsidiary of the Parent to its direct Holding Company which is another wholly owned Subsidiary of the Parent or to the Parent (or to another member of the Group which is the shareholder); or

(c)an issue of shares by a Subsidiary of the Parent to the member of the Group which is its direct Holding Company and any minority shareholder in the relevant Subsidiary.

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal:

(a)which constitutes a Permitted Transaction;

(b)of trading stock or inventory, supplies, materials, assets or cash made by any member of the Group in the ordinary course of business of the disposing entity;

(c)of any asset by a member of the Group (the “Disposing Company”) to another member of the Group (the “Acquiring Company”), but if:

(i)the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor; and

(ii)the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor guaranteeing at all times an amount no less than that guaranteed by the Disposing Company,

it being understood that (A) if any of the assets being sold, leased, licensed, transferred or otherwise disposed of are at such time subject to Security in favour of the Lenders, then the Agent is reasonably satisfied that the Lenders will continue to benefit from the same or equivalent Security; and (B) any disposal of assets by a member of the Group to another member of the Group which sale is made as an intermediate step for the purpose of effecting a subsequent disposal to a third party that is not a member of the Group and that is otherwise permitted under the definition of “Permitted Disposal” shall not be considered for the purposes of this sub-paragraph (c) or sub-paragraph (i) as long as such subsequent disposal is completed within a period of two (2) months from the date of such first disposal.  For the avoidance of doubt, any subsequent disposal to a third party that is not a member of the Group shall be considered for the purposes of sub-paragraph (i);

(d)of assets (other than shares), in exchange for other assets substantially comparable or superior as to type, value or quality;

(e)of (i) obsolete, worn out, inefficient or redundant vehicles, plant fixtures, equipment or other property or (ii) leases or subleases of Real Property (including surplus office and parking space);

(f)of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

28

(g)constituted by a licence of intellectual property rights permitted by Clause 23.14 (Intellectual Property);

(h)by a member of the Group of any of its receivables on non-recourse terms where the relevant sale or disposal of such receivables does not constitute Financial Indebtedness for the purposes of the relevant applicable Accounting Principles and; provided that it is on normal commercial terms and in the ordinary course of business; or

(i)of assets for cash where the greater of the fair market value and net consideration receivable (when aggregated with the greater of the fair market value and net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Merger) does not exceed (A) in any Financial Year of the Parent, five per cent. (5%) of the consolidated total assets of the Group or (B) at any time, US$1,125,000,000 (or its equivalent in other currencies),

it being understood that nothing in this Agreement will be taken to permit the disposal of a Guarantor or Borrower (whether by Third Party Disposal or otherwise) save in circumstances where prior to the disposal the relevant Guarantor or Borrower resigns as Guarantor or Borrower (or both, as they case may be) in accordance with paragraph (a) of Clause 26.4 (Resignation of an Obligor), satisfies the conditions set out in and has its resignation is accepted pursuant to, paragraph (b) of Clause 26.4 (Resignation of an Obligor).

“Permitted Guarantee” means:

(a)any guarantee or counter-indemnity by a member of the Group which constitutes a Permitted Transaction;

(b)the endorsement of negotiable instruments in the ordinary course of business;

(c)any guarantee guaranteeing performance by a member of the Group in relation to an obligation or liability (other than an obligation or liability in respect of Financial Indebtedness) which arises in the ordinary course of business;

(d)any counter-indemnities for performance or similar bond or letters of credit, or any guarantees, in each case guaranteeing performance by a member of the Group in relation to a liability (other than a liability in respect of Financial Indebtedness, save to the extent arising under the relevant performance or similar bond, letter of credit or guarantee itself) which arises in the ordinary course of business or by operation of law, including by way of example and without limitation, counter-indemnities for guarantees or bonds issued on behalf of any member of the Group in the ordinary course of business in respect of tax claims or otherwise as a result of any legal proceedings brought against any member of the Group, in each case which are being contested in good faith;

(e)any guarantee by a Guarantor of Financial Indebtedness not restricted under Clause 23.12 (Priority Financial Indebtedness), including any guarantee issued pursuant to the terms of this Agreement;

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(f)any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (d) of the definition of “Permitted Security”; or

(g)any other guarantee made by any member of the Group so long as the aggregate amount of all such guarantees outstanding does not exceed US$75,000,000 (or its equivalent in other currencies) at any time.

“Permitted Loan” means:

(a)any loan extended or made which constitutes a Permitted Transaction;

(b)any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of business;

(c)any financing extended in connection with the sale of products manufactured by a member of the Group by (i) a member of the Group or (ii) a distributor of products manufactured by a member of the Group to a customer, in each case on normal commercial terms and in the ordinary course of such member’s trade or business;

(d)a loan extended or made by a member of the Group to another member of the Group;

(e)a loan extended or made by a member of the Group to an employee or director of any member of the Group if the amount of such loan when aggregated with the amount of all loans outstanding to employees and directors by members of the Group does not exceed US$15,000,000 (or its equivalent in other currencies) at any time; and

(f)loans extended or made by any member of the Group (other than a loan made by a member of the Group to another member of the Group) so long as the aggregate amount of all such loans outstanding does not exceed US$35,000,000 (or its equivalent in other currencies) at any time.

“Permitted Merger” means:

(a)any solvent amalgamation, merger, consolidation, intra-group demerger, corporate reconstruction, liquidation or reorganisation which constitutes a Permitted Transaction;

(b)any amalgamation, merger or consolidation by and between Obligors on a solvent basis or any intra-group demergers or corporate reconstructions by Obligors on a solvent basis; provided that in the case of a merger between a Borrower and an Obligor which is not a Borrower, such Borrower shall be the surviving entity, obtain all of the rights and assume all of the obligations and liabilities of the other Obligor and confirm all existing Security granted by such other Obligor and such Security is not materially and  adversely affected;

(c)any amalgamation, merger or consolidation by and between an Obligor and any member of the Group on a solvent basis which is not an Obligor; provided that either (i) the Obligor is the surviving entity, obtains all of the rights and assumes all of the obligations and liabilities of the other member of

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the Group and confirms all existing Security granted by such other member of the Group or (ii) the non-Obligor is the surviving entity, accedes to this Agreement as a Borrower or a Guarantor, as applicable, obtains all of the rights and assumes all of the obligations and liabilities of the other member of the Group and confirms all existing Security previously granted by such Obligor and such Security is not materially and adversely affected;

(d)any amalgamation, merger or consolidation by and between members of the Group which are not Obligors;

(e)any intra-group de-merger, corporate reconstruction, liquidation or reorganisation of any member of the Group which is not an Obligor; and

(f)the Merger Reduction of Capital.

“Permitted Restricted Payment” means the any of the following:

(a)a Permitted Transaction;

(b)subject to the proviso below, for the Financial Year ending on 31 December 2014, any Restricted Payments; provided that the aggregate amount of all Restricted Payments made in the Financial Year ending on 31 December 2014 shall not exceed the applicable limit set forth in paragraph (c) and which shall reduce the applicable limit set forth in paragraph (c) for the Financial Year ending on 31 December 2015;

(c)subject to the proviso below, for the Financial Year ending on 31 December 2015 and each Financial Year thereafter, Restricted Payments in an aggregate amount up to:

(i)US$400,000,000 for each Financial Year if the Public Debt Ratings are equal to or higher than BB+ and Ba1; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BB+ or Ba1 as applicable; and

(ii)US$300,000,000 for each Financial Year if any Public Debt Rating is lower than BB+ or Ba1 or any Public Debt Rating is withdrawn; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (ii) shall be interpreted to mean two of the three Public Debt Ratings issued by the Rating Agencies being lower than BB+ or Ba1 as applicable,

subject in each case to the Parent certifying pro forma compliance with ninety per cent (90%) of the Total Net Debt to EBITDA ratio applicable for the immediately preceding Relevant Period pursuant to Clause 22.2(b) (Financial Condition);

(d)subject to the proviso below, Rescission Payments in an aggregate amount which is greater than twenty per cent. (20%) of the aggregate share capital of the Original Borrower and which, with respect to the period starting on the

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date of this Agreement and ending on 30 June 2015, do not exceed an aggregate amount (in addition to the limits set forth in paragraph (c) above) US$400,000,000;

provided that, for the period starting on the date of this Agreement and ending on 31 December 2015, the aggregate amount of Restricted Payments and Rescission Payments under paragraphs (b), (c) and (d) shall not exceed:

(i)US$690,000,000 if the Public Debt Ratings are equal to or higher than BB+ or Ba1; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BB+ or Ba1 as applicable; and

(ii)US$540,000,000 if the Public Debt Ratings are lower than BB+ or Ba1 or any Public Debt Rating is withdrawn; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (ii) shall be interpreted to mean two of the three Public Debt Ratings issued by the Rating Agencies being lower than BB+ or Ba1 as applicable;

(e)for the period starting on 1 January 2016 and ending on the Final Maturity Date and for so long as the Public Debt Ratings are equal to or higher than BB+ and Ba1 (in addition to amounts permitted under paragraphs (a) through (d) above), Share Buy Backs in an aggregate amount up to US$150,000,000; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (e) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BB+ or Ba1 as applicable;

(f)any Shareholder Payments in the ordinary course of business and on market terms in an aggregate amount up to US$3,000,000 in any Financial Year; and

(g)any Restricted Payments made in connection with share capital of the Parent owned by management of the Group as part of an employee compensation plan, including, without limitation, stock based compensation and management incentive plans.

“Permitted Security” means:

(a)any Security granted pursuant to Clause 23.23(a) (Security following Debt Ratings Decrease);

(b)any Security or Quasi-Security arising as a result of a Permitted Transaction and subject always to Clause 23.23(a) (Security following Debt Ratings Decrease);

(c)any lien arising by operation of law and in the ordinary course of its trading and not as a result of any default or omission on the part of any member of the Group;

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(d)Security constituted by any netting or set off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances (other than cash collateral) of members of the Group; provided that such arrangement does not (i) permit or require credit balances of Obligors to be netted or set off against debit balances of non-Obligors or (ii) give rise to other Security over the assets of Obligors in support of the liabilities of non-Obligors;

(e)any Security or Quasi-Security over or affecting any assets acquired by a member of the Group after the date of this Agreement if:

(i)the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii)the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group and is not guaranteed by a member of the Group; and

(iii)the Security or Quasi-Security is removed or discharged within three (3) months of the date of acquisition of such asset;

(f)any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if

(i)the Security or Quasi-Security was not created in contemplation of the acquisition of that company;

(ii)the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

(iii)the Security or Quasi-Security is removed or discharged within three (3) months of the date of acquisition of such asset;

(g)any Security arising under any retention of title, hire purchase or conditional sale arrangement in respect of goods or assets supplied to any member of the Group in the ordinary course of the trading of such Group member and on the supplier’s standard or usual terms in respect of the goods or assets supplied (and not arising as a result of any default or omission by any member of the Group);

(h)any Security or Quasi-Security arising as a result of any disposal which is a Permitted Disposal;

(i)any Security constituted by rights of set off existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers (and not as a result of any default or omission by any member of the Group);

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(j)any rights of set-off or netting on market standard terms arising under derivative transactions not prohibited by Clause 23.15 (No Speculative Hedging Arrangements);

(k)any Security over cash or goods or documents of title to goods and insurances in favour of the Issuing Agent (as defined in the Existing GTECH Revolving Credit Facilities) by a member of the Group arising in the ordinary course of its trade or as a result of Clause 8.6 (Cash cover by a Borrower) (and not by reason of a default or omission by any member of the Group) of the agreement for the Existing GTECH Revolving Credit Facilities;

(l)any Security arising pursuant to an order of attachment or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings which are contested by any member of the Group in good faith by appropriate proceedings with a reasonable prospect of success and which legal process does not constitute a Default;

(m)any Security arising (other than by way of affirmative action taken by or in favour of any taxation authority or any government authority or organization) in respect of Taxes, assessments or governmental charges which are either (i) being contested by the relevant member of the Group in good faith by appropriate proceedings and with a reasonable prospect of success, with respect to which appropriate reserves have been made on the relevant financial statement of the subject member of the Group, or (ii) not yet due and payable;

(n)any Security arising in connection with, and deposits made to secure, the payment and performance of bids, trade contracts (other than for borrowed money), contracts with respect to the business of the Group, leases, statutory obligations, surety and appeal bonds, performance bonds, indemnity agreements in favour of issuers of bonds and other obligations of a like nature, and rights of usufruct and similar rights to continued use and possession of lottery equipment or other property in favour of lottery customers, in each case incurred in the ordinary course of business; and

(o)any Security not permitted by Clause 23.7 (Negative Pledge) securing Financial Indebtedness incurred in the ordinary course of business of the Group which in aggregate does not at any time exceed US$125,000,000 (or its equivalent in other currencies).

“Permitted Transaction” means:

(a)any guarantee or Security granted by any member of the Group pursuant to the terms of this Agreement;

(b)any transaction set out in the Structure Memorandum, as well as any other transaction which is necessary as a consequence of or ancillary to the implementation of such transactions, including, without limitation, the payment of any Rescission Payments in an aggregate amount which is less than or equal to twenty per cent. (20%) of the aggregate share capital of the Original Borrower;

34

(c)any loans, bond or other financing contracted or incurred by any member of the Group constituting Pari Passu Indebtedness, including, without limitation, pursuant to the Bridge Facilities, subject, always to Clause 23.25 (MFN to Financial Covenants and Mandatory Prepayments);

(d)Security granted by any member of the Group in favour of the creditors of Pari Passu Indebtedness, subject always to Clause 23.23 (Security following Debt Ratings Decrease); and

(e)any guarantee granted by any member of the Group in favour of the creditors of Pari Passu Indebtedness, subject always to Clause 23.24(c) (Guarantor Threshold Test and Additional Guarantors).

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Platform” has the meaning given to it in Clause 21.7 (Posting on electronic system).

“Principal Shareholders” means De Agostini S.p.A. (a company incorporated in Italy as a società per azioni), its Subsidiaries or B&D Holding, or any other entity; provided that in each case, it is controlled by one or more of the beneficial holders, provided further that for the purposes of this definition, an entity or B&D Holding shall be treated as being controlled, directly or indirectly, by any such holder(s) if the latter (whether by way of ownership of shares, proxy, contract, agency or otherwise) have or has (as applicable) the power to (i) appoint or remove all, or the majority, of its directors or other equivalent officers or (ii) direct its operating and financial policies.  For the purpose of this definition, “beneficial holder” means each of the beneficial holders that directly or indirectly control B&D Holding as at 4 November 2014 (an “original beneficial holder”) and any spouse, legal or testamentary heir, legal or testamentary executor and legal or testamentary administrator of an original beneficial holder.

“Prohibited Jurisdiction” means:

(a)the United States of America, Hong Kong, Israel and Turkey;

(b)any jurisdiction in which a licence is required to conduct online gaming activities and in which the Group does not possess the relevant licence; and

(c)each other jurisdiction which the Group reasonably believes, based on advice of reputable and experienced counsel, prohibits, or is reasonably capable of enforcing against any member of the Group prohibitions on, internet gaming.

“Protected Party” has the meaning ascribed thereto in Clause 14.1 (Definitions).

“Public Debt Rating” means each solicited long-term credit rating of the Parent issued by a Rating Agency for an issue of debt or debt securities issued or guaranteed by, the Parent, where such rating is based primarily on the unsecured credit risk of the Parent.

“Qualifying Lender” has the meaning ascribed thereto in Clause 14.1 (Definitions).

“Quasi-Security” has the meaning given to it in Clause 23.7 (Negative pledge).

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“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two (2) TARGET Days before the first day of that period.

“Rating Agencies” means Fitch, Moody’s and S&P and “Rating Agency” means any of them.

“Real Property” means:

(a)any freehold, leasehold or immovable property; and

(b)any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

“Recovering Finance Party” has the meaning given to Clause 29.1 (Payments to Finance Parties).

“Regulation T”, “Regulation U” or “Regulation X” means Regulation T, U or X, as the case may be, of the Board of Governors of the Federal Reserve System of the United States, as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund” in relation to a trust, fund or other entity (the “first fund”), means another trust, fund or other entity which has the same fund manager or asset manager as is owned by the same person as the first trust, fund or other entity.

“Reinstated Facility B Commitments” has the meaning given to such term in Clause 8.2(b).

“Related Parties” means, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such person and of such person’s Affiliates.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a)           its jurisdiction of incorporation; and

(b)           any jurisdiction where it conducts its business.

“Relevant Sub-Participant” means any sub-participant who, under Italian law or the application of the Organization for Economic Cooperation and Development’s guidance relating to the meaning of “beneficial ownership” as set out in the Organization for Economic Cooperation and Development’s Model Tax Convention (as amended from time to time), is required to be treated for tax purposes as the beneficial owner of any interest payable under any Finance Document.

“Relevant Tax Jurisdiction” means, in relation to any Obligor, the jurisdiction where it is resident, or deemed to be resident for Tax purposes.

“Repeating Representations” means the representations in Clauses 20.2 (Status) to 20.7 (Governing Law and enforcement) (inclusive), Clause 20.10 (No Default), Clause 20.11 (No Misleading information), Clause 20.13 (No proceedings pending or threatened), Clause 20.16 (US Government Regulations), Clause 20.17 (ERISA),

36

Clause 20.21 (US Margin Regulations), and Clause 20.22 (Sanctions, Anti-Corruption and other laws).

“Replacement Lender” has the meaning given to it in Clause 37.3(c) (Replacement of Lender);

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Rescission Payments” mean any payments which the Original Borrower is required to make to its shareholders in connection with the exercise of the right of rescission (recesso) by its shareholders in the context of the Holdco Merger.

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Restricted Payment” means a Distribution, a Share Buy Back or a Shareholder Payment.

“Retiring Guarantor” has the meaning given to it in Clause 19.9 (Release of Guarantors’ right of contribution).

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s LLC business.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by a Sanctions Authority.

“Sanctions Authority” means (i) the US government; (ii) the European Union; (iii) the United Kingdom; (v) the respective governmental institutions and agencies of any of the foregoing, including without limitation, OFAC, the US Department of State and Her Majesty’s Treasury; or (vi) the United Nations Security Council.

“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, North Sudan, South Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any person listed in any Sanctions-related list of designated persons maintained by a Sanctions Authority, (b) any person operating, organised or resident in a Sanctioned Country or (c) any person owned or controlled by any such person or persons.

“Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate) on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters.  If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Parent.

“Second Facility B Availability Period” means the period from and including the date on which the Italian Reorganisation is completed to and including the date which is the earlier of (a) the date on which the Facility B Repayment is effected and (b) the

37

date falling five (5) Business Days from the date on which the Holdco Merger is completed.

“Second Facility B Utilisation” means the Utilisation of Facility B by the New Facility B Borrower.

“Second Facility B Utilisation Date” the date of the Second Facility B Utilisation.

“Security” means a mortgage, charge, lien, encumbrance, pledge or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Documents” has the meaning given to that term in Clause 23.23 (Security following Date Ratings Decrease).

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 11 (Interest Periods).

“Self-Declaration Form” means the self-declaration form substantially in the form set out in Schedule 14 (Self Declaration Form) of this Agreement.

“Separate Loan” has the meaning given to that term in Clause 6 (Repayment).

“Share Buy Back” means the redemption, repurchase, defeasement, retirement or repayment of any of the Parent’s share capital (including under any transaction pursuant to which shares issued to a third party are taken back into treasury) or the resolving to do so.

“Shareholder Payment” means the payment of any management, advisory or other fee to or to the order of any of the shareholders of the Parent.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that:

(a)is maintained for employees of any Obligor or any ERISA Affiliate and no person other than the Obligors and the ERISA Affiliates; or

(b)was so maintained and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Special Notice Currency” means, at any time, an Optional Currency other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“Specified Lender” means any Lender that notifies the relevant Borrower and the Agent that it is a Specified Lender.

“Structure Memorandum” means the “Project Cleopatra Structure Memorandum”, together with the annexes, dated 31 October 2014, as may be updated from time to time to reflect the implementation of the Transactions subject to the provisions of Clause 23.26 (Structure Memorandum).

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“Subrogation Rights” has the meaning given to it in paragraph (a)(ii) of Clause 19.8 (Deferral of Guarantor’s rights).

“Subsidiary” means, in relation to any company, corporation or other legal entity (a “holding company”), a company, corporation or other legal entity:

(a)which is controlled, directly or indirectly, by the holding company;

(b)more than half the issued share capital of which is beneficially owned directly or indirectly by the holding company;

(c)which is a subsidiary of another Subsidiary of the holding company; or

(d)whose financial statements are in accordance with applicable law and generally accepted accounting principles applicable to the Parent consolidated with those of that company or corporation.

For the purposes of this definition, a company or corporation shall be treated as being controlled by another entity if the latter (whether by way of ownership of shares, proxy, contract, agency or otherwise) has the power to (a) appoint or remove all, or the majority, of its directors or other equivalent officers or (b) direct its operating and financial policies.

“Super Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than eighty five per cent. (85%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty five per cent. (85%) of the Total Commitments immediately prior to that reduction).

“Target” means International Game Technology, a corporation organised under the laws of Nevada.

“Target Merger” means the series of transactions which consist principally of the merger of Target Merger Sub with and into Target, in accordance with the steps set out in the Structure Memorandum.

“Target Merger Sub” means Georgia Worldwide Corporation, a corporation organised under the laws of Nevada and a wholly owned Subsidiary of Holdco.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payment in Euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” has the meaning ascribed thereto in Clause 14.1 (Definitions).

“Tax Deduction” has the meaning ascribed thereto in Clause 14.1 (Definitions).

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“Tax Payment” has the meaning ascribed thereto in Clause 14.1 (Definitions).

“Terminated Lender” has the meaning given to it in paragraph c of Clause 7.4 (Right of cancellation and repayment in relation to a single Lender).

“Third Party Disposal” means the disposal of an Obligor to a person which is not a member of the Group (and the Borrowers have confirmed this is the case) where that disposal is permitted under Clause 23.8 (Disposals) or made with the approval of the Majority Lenders.

“Total Commitments” means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being €800,000,000 at the date of this Agreement.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being €400,000,000 at the date of this Agreement.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being €400,000,000 at the date of this Agreement.

“Total Net Debt” has the meaning given to it in Clause 22.1 (Financial definitions).

“Total Net Interest Costs” has the meaning given to it in Clause 22.1 (Financial definitions).

“Transactions” means the Italian Reorganisation and the Mergers.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrowers.

“Transfer Date” means, in relation to any assignment or transfer, the later of:

(a)the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

“Transparency Rules” has the meaning given to that term in Clause 40 (Italian Transparency Rules).

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuations in any rate or price including, for the avoidance of doubt, foreign exchange transactions.

“Treaty Lender” has the meaning ascribed thereto in Clause 14.1 (Definitions).

“UK Borrower” has the meaning ascribed thereto in Clause 14.1 (Definitions).

“UK Non Bank Lender” has the meaning ascribed thereto in Clause 14.1 (Definitions).

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“UK Treaty Lender” has the meaning ascribed thereto in Clause 14.1 (Definitions).

“UK Treaty State” has the meaning ascribed thereto in Clause 14.1 (Definitions).

“United States Person” has the meaning ascribed thereto in Clause 14.1 (Definitions).

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Upfront Fee Letter(s)” means each arrangement fee letter dated on or about the date of this Agreement between the Original Borrower and the Mandated Lead Arrangers.

“US” and “United States” means the United States of America, its territories and possessions.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 of the United States.

“US Bankruptcy Law” means the United States Bankruptcy Code (Title 11 of the United States Code), any other United States federal or state bankruptcy, insolvency or similar law.

“US Dollars” or “US$” means the lawful currency for the time being of the United States of America.

“US Obligor” means an Obligor that is organised, incorporated or formed under the laws of the United States or any State thereof (including the District of Columbia).

“US Solvent” means, with respect to any person on a particular date, that on such date:

(a)the fair value of the property of such person and its Subsidiaries on a consolidated basis is greater than the total amount of liabilities, including contingent liabilities, of such person and its Subsidiaries on a consolidated basis;

(b)the present fair saleable value of the assets of such person and its Subsidiaries on a consolidated basis is not less than the amount that will be required to pay the liability of such person and its Subsidiaries on a consolidated basis on their debts as they become absolute and matured;

(c)such person and its Subsidiaries on a consolidated basis do not intend to, and do not believe that they will, incur debts or liabilities beyond the ability of such person and its Subsidiaries on a consolidated basis to pay such debts and liabilities as they mature; and

(d)such person and its Subsidiaries on a consolidated basis are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the property of such person and its Subsidiaries on a consolidated basis would constitute an unreasonably small capital.

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The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

For purposes of the foregoing, (i) “debt” means liability on a “claim” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“US Tax Obligor” means:

(a)a Borrower which is resident for tax purposes in the US; or

(b)an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

“Utilisation” means a utilisation of a Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the relevant form set out in Part I of Schedule 3 (Requests).

“VAT” means:

(a)any tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to the United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and supplemental legislation and regulations and, in relation to Italy, value add tax imposed by Presidential Decree No. 633 of 26 October 1972 and Legislative Decree No. 331 of 30 August 1993 and supplemental legislation and regulations); and

(b)any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or elsewhere.

“Website Lenders” has the meaning given to it in Clause 32.7 (Use of websites).

“Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

1.2Construction

(a)Unless a contrary indication appears, a reference in this Agreement to:

(i)the “Agent”, any “Mandated Lead Arranger”, any “Borrower”, any “Finance Party”, any “Guarantor”, any “Lender”, any “Obligor”,

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any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)a document in “agreed form” is a document which is on terms previously agreed in writing by or on behalf of the relevant Obligors and the Agent or, if not so agreed, is in the form agreed by or on behalf of the relevant Obligors and the Agent;

(iii)“assets” includes present and future properties, revenues and rights of every description (including, without limitation shares and receivables);

(iv)a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(v)“guarantee” means (other than in Clause 19 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vi)the words “including” and “in particular” shall be construed as illustrative and not as limiting the generality of any preceding words;

(vii)“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii)a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two (2) or more of the foregoing;

(ix)a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation as well as guidelines or rules of conduct adopted by any member of the Group under applicable laws (including but not limited to “Modelli di organizzazione e gestione” and the “Codici Etici” provided for under Legislative Decree No. 231 dated 8 June 2001 of Italy);

(x)the furtherance of any transaction that is not restricted under the terms of this Agreement shall, for the avoidance of doubt, be considered to fall within the general corporate purposes of the Group;

(xi)a provision of law or regulation or an accounting standard is a reference to that provision or accounting standard as amended,

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replaced or re-enacted from time to time under applicable law or regulation;

(xii)any reference to any consent to be given by any Finance Party shall be deemed to be given only to the extent the same is given in writing; and

(xiii)a time of day is a reference to Milan time unless otherwise stated.

(b)Section, Clause and Schedule headings are for ease of reference only.

(c)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)A Default or an Event of Default is “continuing” if it has not been remedied or waived.

1.3Italian Terms

In this Agreement a reference to:

(a)a winding up, administration or dissolution includes, without limitation, any liquidazione and any procedura concorsuale (including, without limitation, fallimento, concordato preventivo, amministrazione straordinaria delle grandi imprese insolventi), cessione dei beni ai creditori or any other similar proceedings;

(b)a receiver, administrative receiver, administrator or the like includes, without limitation, a curatore, commissario giudiziale, liquidatore, or any other person performing the same function of each of the foregoing;

(c)a matured obligation refers to and includes, without limitation, any credito liquido ed esigibile;

(d)a Security includes, without limitation, any pegno, ipoteca, privilegio speciale (including the privilegio speciale created pursuant to Article 46 of Italian Legislative Decree No. 385 dated 1 September 1993), cessione del credito in garanzia, diritto reale di garanzia and any other transactions having the same effect as each of the foregoing;

(e)an insolvency proceeding includes, without limitation, any procedura concorsuale (including fallimento, concordato preventivo, the execution of an accordo di ristrutturazione dei debiti pursuant to article 182-bis of the Italian Bankruptcy Law, liquidazione coatta amministrativa, amministrazione straordinaria and cessione dei beni ai creditori pursuant to Article 1977 of the Italian Civil Code) and any other proceedings or legal concepts similar to the foregoing;

(f)a step or procedure taken in connection with insolvency proceedings in respect of any person includes such person formally making a proposal to assign its assets pursuant to Article 1977 of the Italian Civil Code (cessione dei beni ai

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creditori) or filing a petition for a concordato preventivo, accordo di ristrutturazione dei debiti, or entering into a similar arrangement for the majority of such person’s creditors; and

(g)an attachment includes a pignoramento.

2.THE FACILITIES

2.1The Facilities

(a)Subject to the terms of this Agreement, the International Lenders make available to the Original Borrower and, following the Holdco Merger, Holdco, a Euro term loan facility in an aggregate amount equal to the Total Facility A Commitments.

(b)Subject to the terms of this Agreement, the Italian Lenders make available to the Original Borrower and, following the New Facility B Borrower Accession and contemporaneously with the Facility B Repayment, the New Facility B Borrower, a Euro term loan facility in an aggregate amount equal to the Total Facility B Commitments.

2.2Finance Parties’ rights and obligations

(a)The obligations of each Finance Party under the Finance Documents are several and not joint. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.  No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c)A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.3Obligors’ Agent

(a)Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter irrevocably appoints the Parent to act on its behalf as the Obligors’ Agent in relation to the Finance Documents and irrevocably authorises:

(i)the Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Letter, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

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(ii)each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Obligors’ Agent,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

3.PURPOSE

3.1Purpose

(a)The Original Borrower shall apply all amounts borrowed by it under each Facility towards the general corporate purposes of the Group including, without limitation, the refinancing of Existing Indebtedness.

(b)The New Facility B Borrower shall apply all amounts borrowed by it under Facility B towards its general corporate purposes.

3.2Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.CONDITIONS OF UTILISATION

4.1Initial conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if on or before the Initial Utilisation Date, the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) which documents, shall be in form and substance satisfactory to the Agent. The Agent shall notify the Parent and the Lenders promptly upon being so satisfied.

4.2Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation), if on the date of each Utilisation Request and on each proposed Utilisation Date:

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(a)no Default is continuing or would result from the proposed Loan;

(b)the Repeating Representations to be made by each Obligor are true in all material respects; and

(c)with respect to the Second Facility B Utilisation only, the Agent has been provided with satisfactory evidence that the Facility B Repayment has been or will be effected by close of business on the Second Facility B Utilisation Date.

4.3Maximum number of Loans

(a)A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation:

(i)two (2) or more Facility A Loans would be outstanding; or

(ii)two (2) or more Facility B Loans would be outstanding (other than on the Second Facility B Utilisation Date).

(b)A Borrower may not request that a Facility A Loan or a Facility B Loan be divided if, as a result of the proposed division four (4) or more Loans would be outstanding under the relevant Facility.

5.UTILISATION

5.1Delivery of a Utilisation Request

A Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than 9 a.m. (Brussels time) on the date falling three (3) Business Days prior to the proposed Utilisation Date or such later time as may be agreed between the Parent and the Agent acting on the instructions of the Original Lenders.

5.2Completion of a Utilisation Request

(a)Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)the proposed Utilisation Date is a Business Day within the applicable Availability Period provided that in the case of the Second Facility B Utilisation, such Utilisation Date is also the Facility B Repayment Date;

(ii)it specifies the Facility to be utilised;

(iii)the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

(iv)the proposed Interest Period complies with Clause 11 (Interest Periods);

(v)with respect to the Initial Utilisation, a Utilisation Request is delivered contemporaneously under both Facility A and Facility B respectively

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and in respect of pro-rata Utilisations under Facility A and Facility B; and

(vi)with respect to the Second Facility B Utilisation, the amount of the proposed Loan must be equal to the Reinstated Facility B Commitments.

(b)Only one Loan may be requested in each Utilisation Request.

5.3Currency and amount

(a)The currency specified in a Utilisation Request must be Euros.

(b)The amount of the proposed Loan must be an amount which is not more than the Available Facility and which is a minimum of €50,000,000 (or integral multiples thereof) or, if less, the Available Facility.

5.4Lenders’ participation

(a)If the conditions set out in this Agreement have been met:

(i)each International Lender shall make its participation in each Facility A Loan available; and

(ii)each Italian Lender shall made its participation in each Facility B Loan available,

in each case by the Utilisation Date through its Facility Office not later than 1:00 p.m. (Milan time) on the Utilisation Date for the Loan.

(b)The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)The Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by 10:00 a.m. (Brussels time) on the relevant Utilisation Date (or such later time as the Agent and each Lender may agree).

5.5Cancellation of Commitments

(a)The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Facility A Availability Period.

(b)Without prejudice to paragraph (b) of Clause 8.2 (Facility B Repayment and Reinstatement of Facility B Commitments) and paragraph (c) of Clause 9.4 (No reinstatement of commitment) the Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the First Facility B Availability Period and the Second Facility B Availability Period, respectively.

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6.REPAYMENT

6.1Repayment of Loans

A Borrower shall repay each Loan in full on the Final Maturity Date.

6.2Reborrowing

(a)A Borrower may not reborrow any part of a Facility which is repaid or prepaid.

(b)Paragraph (a) above does not apply to any utilisation under Facility B by the New Facility B Borrower within the Second Facility B Availability Period.

7.ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

7.1Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a)such Lender shall promptly notify the Agent upon becoming aware of that event;

(b)upon the Agent notifying each Borrower, the Commitment of such Lender will be immediately cancelled; and

(c)to the extent that the Lender’s participation has not been transferred pursuant to paragraph (c) of Clause 7.4 (Right of cancellation and repayment in relation to a single Lender) a Borrower shall repay such Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified that Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s Commitment shall be cancelled in the amount of the participations repaid.

7.2Voluntary cancellation

(a)The relevant Borrower may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of €5,000,000 of the Available Facility.

(b)Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably.

7.3Voluntary prepayment of Loans

(a)Each Borrower may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan drawn by it under a Facility made available to it

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(but, if in part, being an amount that reduces that Loan by a minimum amount of €5,000,000.

(b)In the event that any prepayment is effected pursuant to paragraph (a) above, the relevant Borrower shall, on the date of the prepayment, pay to the Agent (for the account of each Lender) a prepayment fee equal to 0.30% per annum on the relevant amount which has been prepaid calculated from the date on which the relevant prepayment is effected until the Final Maturity Date.

7.4Right of cancellation and repayment in relation to a single Lender

(a)If:

(i)any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

(ii)any Lender claims indemnification from the Parent or an Obligor under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs); or

(iii)any Lender is a Defaulting Lender,

(iv)any amount payable to any Lender by an Italian Obligor under a Finance Document is not, or will not be treated as a deductible charge or expense for Italian Tax purposes for that Italian Obligor by reason of that amount originating from transactions occurred with Blacklisted Resident Entities, other than where any limitation in the deduction of that amount results from any inaction of the Italian Obligor which is not the consequence of the lack of cooperation of the entity residing or localized in a Blacklisted Jurisdiction in providing the documentation necessary for that Obligor to treat the payment as a deductible charge or expense; or

(v)the Parent (on behalf of each Borrower) may (but shall not be obligated to), whilst the circumstance giving rise to the events referred to above continues, give the Agent notice of cancellation of the Commitment of the relevant Lender or its intention to procure the repayment of such Lender’s participation in the Utilisations or give the Agent notice of its intention to replace that Lender in accordance with paragraph (c) below.

(b)On receipt of a notice referred to in paragraph (a) above in relation to a Lender or an Affiliate of a Lender, the Available Commitment of such Lender and any such Affiliate shall immediately be reduced to zero. The Parent shall ensure that a Borrower shall promptly, and in any event within five (5) Business Days, repay such Lender’s and any such Affiliate’s participation in each Loan together with all interest and other amounts accrued under the Finance Documents.

(c)In lieu of the cancellations referred to in Clause .1 (Illegality) and above in this Clause 7.4, each Borrower shall have the right, but not the obligation, at its own expense, upon notice from that Borrower to such Lender (the “Terminated Lender”) and the Agent, to replace such Terminated Lender (together with any

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Affiliate of that Terminated Lender) with a New Lender (in accordance with and subject to the restrictions contained in Clause 25 (Changes to Lenders)) approved by the Agent and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Clause 25 (Changes to Lenders)) all its interests, rights and obligations under this Agreement to such assignee; provided that no Terminated Lender shall be obligated to make any such assignment:

(i)unless such assignee or that Borrower shall pay to the affected Terminated Lender such Terminated Lender’s and such Affiliate’s participation in all Utilisations together with all interest and other amounts accrued under the Finance Documents; and

(ii)if to make such transfer or assignment would cause such Terminated Lender or such Affiliate to breach, or such transfer or assignment is of and in itself in breach of, in each case, any provision of law or regulation.

8.MANDATORY PREPAYMENT

8.1Change of Control or Sale

(a)Upon the occurrence of:

(i)a Change of Control; or

(ii)the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions (other than as a result of a Permitted Transaction):

(A)a Lender shall not be obliged to fund a Utilisation; and

(B)the Agent shall, upon written instructions from an individual Lender and, by not less than thirty (30) days’ notice, cancel the Commitment of such Lender and require repayment of the participation of such Lender in the Loans, whereupon the Commitment of such Lender will be cancelled and all outstanding participations of such Lender together with accrued interest, and all other amounts accrued under the Finance Documents and owing to such Lender shall become immediately due and payable and the Borrowers shall repay or prepay such amounts.

8.2Facility B Repayment and Reinstatement of Facility B Commitments

(a)Holdco shall, within five (5) Business Days from completion of the Holdco Merger, repay all Loans drawn by the Original Borrower under Facility B together with any accrued interest (the “Facility B Repayment”).

(b)The Italian Lenders agree that:

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(i)subject always to Holdco complying with its obligations under paragraph (a) above, the Italian Lenders’ Facility B Commitments shall be reinstated for the benefit of the New Facility B Borrower following its accession to this Agreement in accordance with Clause 26.2 (New Facility B Borrower Accession) (the “Reinstated Facility B Commitments”);  and

(ii)the New Facility B Borrower may utilise Facility B on the date on which the Facility B Repayment is effected in amount equal to the Reinstated Facility B Commitments by delivery to the Agent of a duly completed Utilisation Request in accordance with Clause 5 (Utilisation) and subject always to Clause 4.2 (c) (Further Conditions Precedent).

9.RESTRICTIONS

9.1Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 7 (Illegality, voluntary prepayment and cancellation) shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, any such notice shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

9.2Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

9.3Prepayment in accordance with Agreement

The Borrowers shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

9.4No reinstatement of Commitments

(a)Subject to paragraph (b) of Clause 8.2 (Facility B Repayment and Reinstatement of Facility B Commitments), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(b)If all or part of any Lender’s participation in a Loan is repaid or prepaid an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

9.5Agent’s receipt of notices

If the Agent receives a notice under Clause 7 (Illegality, Voluntary Prepayment and Cancellation), it shall promptly forward a copy of that notice or election to either the Borrowers or the affected Lender, as appropriate.

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9.6Application of prepayments

Any prepayment of a Loan pursuant to Clause 7.3 (Voluntary Prepayment of Loans) shall be applied pro rata to each Lender’s participation in that Loan.

10.INTEREST

10.1Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)Margin; and

(b)EURIBOR.

10.2Usury Cap

Notwithstanding any other provision of this Agreement, if at any time the rate of interest applicable to a Loan made available under this Agreement to any Borrower incorporated in Italy (including the relevant component of any applicable fee and expense) exceeds the maximum rate permitted by the Italian law 7 March 1996 No. 108 and related implementation regulations (the “Italian Usury Legislation”), the rate of interest payable by the relevant Borrower shall be deemed to be automatically reduced, for the shortest possible period, to the maximum rate permitted under the Italian Usury Legislation.

10.3Payment of interest

Each Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if pursuant to Clause 11.1(d) the Agent and the Borrowers have agreed to an Interest Period which is longer than six (6) Months, on the dates falling at six (6) Monthly intervals after the first day of the Interest Period).

10.4Default interest

(a)If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. (1%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).  Any interest accruing under this Clause 10.4 shall be immediately payable by the Obligor on demand by the Agent.

(b)If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

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(i)the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. (1%) higher than the rate which would have applied if the overdue amount had not become due.

(c)Default interest (if unpaid) arising on an overdue amount will be compounded (to the extent permitted under any applicable law and regulation, including article 1283 of the Italian Civil Code, as amended, supplemented or implemented from time to time) with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

10.5Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

11.INTEREST PERIODS

11.1Selection of Interest Periods and Terms

(a)Each Borrower may (if pursuant to Clause 11.1(c) the Agent and the Borrowers have agreed to an Interest Period other than six (6) Months) select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

(b)Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent not later than 10:00 a.m. (Brussels time) on the relevant Quotation Date.

(c)Subject to this Clause 11 a Borrower may select an Interest Period of six (6) Months or any other period agreed between it and the Agent (acting on the instructions of all the Lenders).

(d)An Interest Period for a Loan shall not extend beyond the Final Maturity Date applicable to its Facility.

(e)Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(f)The Parent and the Agent may select an Interest Period of two (2) weeks (or a shorter period) for the purpose of aligning the Interest Period with the effective date of the Holdco Merger.

11.2Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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11.3Consolidation and Division of Loans

(a)Subject to paragraph (b) below, if two (2) or more Interest Periods end on the same date, those Loans will, provided that they were made under the same Facility and unless the relevant Borrower specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

(b)Subject to Clause 4.3 (Maximum number of Loans) and Clause 5.3 (Currency and amount), if a Borrower requests in a Selection Notice that a Loan be divided into two (2) or more Loans, that Loan will, on the last day of its Interest Period, be so divided into the amounts specified in that Selection Notice, being an aggregate amount equal to the amount of the Loan immediately before its division.

12.CHANGES TO THE CALCULATION OF INTEREST

12.1Absence of quotations

(a)Subject to Clause 12.2 (Market disruption) if EURIBOR is to be determined by reference to the Base Reference Banks but a Base Reference Bank does not supply a quotation by 12:00 p.m. (Brussels time) on the Quotation Day, then the applicable EURIBOR shall be determined on the basis of the quotations of the remaining Base Reference Banks.

(b)If a Market Disruption Event occurs, then the Agent shall, as soon as is practicable, notify the Parent.

12.2Market disruption

(a)If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)the Margin; and

(ii)the rate notified to the Agent by such Lender, as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to such Lender of funding its participation in that Loan from whatever source it may reasonably select;

(b)In this Agreement “Market Disruption Event” means:

(i)at or about noon on the Quotation Day for the relevant Interest Period (i) the Screen Rate is not available or (ii), EURIBOR is to be determined by reference to the Base Reference Banks and none or only one of the Base Reference Banks supplies a rate to the Agent to determine EURIBOR for the relevant currency and Interest Period; or

(ii)before close of business in Milan on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or

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Lenders (whose participations in a Loan exceed thirty-five per cent. (35%) of that Loan) that the cost to it of obtaining matching deposits in the European interbank market would be in excess of EURIBOR.

12.3Alternative basis of interest or funding

(a)If a Market Disruption Event occurs and the Agent or a Borrower so requires, the Agent and that Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the relevant Borrower, be binding on all Parties.

12.4Break Costs

(a)Each Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

13.FEES

13.1Upfront fee

The Parent shall pay to the Mandated Lead Arrangers an upfront fee for the purposes of remunerating their activities as Mandated Lead Arrangers in the amount and at the times agreed in each Upfront Fee Letter(s).

13.2Agency fee

The Parent shall pay to the Agent (for its own account) an agency fee to remunerate its activities as Agent in the amount and at the times agreed in the Agent’s Fee Letter.

14.TAX GROSS UP AND INDEMNITIES

14.1Definitions

In this Agreement:

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:

(a)where it relates to a UK Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite such Lender’s name in Schedule 1Part II (The Original Parties) or (in the case of the scheme reference number, that is subsequently communicated to the

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Agent and the relevant Borrower promptly upon it becoming available), and where the Borrower is the Original Borrower, is filed with HM Revenue & Customs within thirty (30) days of the date of on which the Holdco Merger is completed; or

(b)where it relates to a UK Treaty Lender that is a New Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of such Lender in the relevant Transfer Certificate or Assignment Agreement, and where the Holdco Merger is completed as at the relevant Transfer Date, is filed with HM Revenue & Customs within thirty (30) days of that Transfer Date or where the Holdco Merger is not completed as at the relevant Transfer Date, is filed with HM Revenue & Customs within thirty (30) days of the date of on which the Holdco Merger is completed.

“Change of Tax Law” means with respect to the Lender, any change in, or in the published interpretation, administration or the application of, any law or regulation or Double Taxation Treaty or any published practice or published concession of any relevant taxing authority.

“Exempt Lender” means a Lender that is a financial institution or any other entity (including, any entity included in the provision of article 26, paragraph 5-bis, of Presidential Decree No. 600 of 29 September 1973 as introduced by the Law Decree No. 91 of 24 June 2014, converted into law by the Law No. 116 of 11 August 2014 and subsequently amended by Law Decree No.133 of 29 September 2014, converted into law by the Law No. 164 of 11 November 2014 and by Law Decree No.3 of 24 January 2015) which is authorised to provide finance to an Italian Borrower and to which any payment of interest under the Finance Documents can be made without a Tax Deduction in respect of Tax being imposed by the Republic of Italy; provided that such Lender is not a Blacklisted Resident Entity.

“Italian Qualifying Lender” means:

(a)a bank or financial institution duly authorised or licensed to carry out banking activity in Italy pursuant to Legislative Decree No. 385 dated 1 September 1993 that is a resident of Italy for Tax purposes pursuant to article 73 of Italian Presidential Decree No. 917 of 22 December 1986 not acting for the purposes of the Finance Document through a Facility Office qualifying as a Permanent Establishment, or in any case a Permanent Establishment, located outside of Italy; or

(b)a Facility Office qualifying as a Permanent Establishment, or in any case a Permanent Establishment, in Italy of a bank or financial institution duly authorised or licensed to carry out banking activity in Italy — other than a Blacklisted Resident Entity — for which any payment received under the Finance Document is business income (reddito di impresa) pursuant to article 81, 151 and 152, paragraph 1, of Italian Presidential Decree No. 917 of 22 December 1986.

“Italian Treaty Lender” means a Lender which:

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(a)is resident for Tax purposes in a country which has a Double Taxation Treaty in force with Italy, pursuant to which no withholding on account of Tax is required to be made on the interest and similar payments deriving from Italy;

(b)is entitled to benefit of such Double Taxation Treaty and consequently (subject to the completion of procedural formalities) such full exemption from Tax;

(c)does not carry on business in Italy through a Permanent Establishment with which any payment under the Finance Document is effectively connected; and

(d)it is not a Blacklisted Resident Entity.

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means a Lender:

(a)in respect of any payment under or in connection with a Loan made to an Italian Borrower, which is beneficially entitled to interest payable to such Lender in respect of such Loan and, at any time, is a Lender which is:

(i)an Exempt Lender;

(ii)an Italian Qualifying Lender; or

(iii)an Italian Treaty Lender.

(b)in respect of any payment under or in connection with a Loan made to a US Tax Obligor, which is beneficially entitled to interest payable to such Lender in respect of such Loan and, at any time, is a Lender which is:

(i)a United States Person; or

(ii)not a United States Person but is entitled to complete exemption from withholding of United States federal income tax on all payments made pursuant to this Agreement; and

(c)in respect of any payment under or in connection with a Loan made to a UK Borrower, which is:

(i)beneficially entitled to interest payable to such Lender in respect of such Loan and, at any time is:

(A)a Lender:

(1)which is a bank (as defined for the purpose of section 879 of the ITA) making such Loan and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of

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that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

(2)which was a bank (as defined for the purpose of section 879 of the ITA) at the time that that Loan was made and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(B)

(1)a company resident in the United Kingdom for United Kingdom tax purposes;

(2)a partnership each member of which is:

(X)a company so resident in the United Kingdom; or

(Y)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of Section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(3)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of Section 19 of the CTA) of that company;

(C)a Lender which is a UK Treaty Lender; or

(ii)a Lender which is a building society (as defined for the purpose of Section 880 of the ITA) making an advance under a Finance Document;

and

(d)in relation to any other payment, any Lender.

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)a company resident in the United Kingdom for United Kingdom tax purposes; or

(b)a partnership each member of which is:

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(i)a company so resident in the United Kingdom; or

(ii)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of Section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of Section 19 of the CTA) of that company.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment or a deemed payment under a Finance Document, other than a FATCA Deduction.

“Tax Jurisdiction” means, in relation to the Obligor, the jurisdiction in which it is resident for tax purposes on the date it becomes an Obligor.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

“Treaty Lender” means an Italian Treaty Lender or a UK Treaty Lender.

“UK Borrower” means a Borrower which is incorporated in the United Kingdom.

“UK Non-Bank Lender” means a Lender which gives a Tax Confirmation in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party.

“UK Treaty Lender” means a Lender which:

(a)is treated as a resident of a UK Treaty State for the purposes of the UK Treaty; and

(b)does not carry on a business in the United Kingdom through a permanent establishment with which that Finance Party’s participation in the Loans is effectively connected; and

(c)fulfils any conditions which must be fulfilled under the Treaty by residents of that Treaty State for such residents to obtain full exemption from taxation on interest imposed by the United Kingdom, subject to the completion of procedural formalities.

“UK Treaty State” means a jurisdiction having a double taxation agreement with the United Kingdom (a “UK Treaty”) which makes a provision for full exemption from tax imposed by the United Kingdom on interest.

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“United States Person” means a United States Person as defined in Section 7701(a)(30) of the Code and includes an entity that is disregarded as separate from a United States Person (as defined in such Section) for United States federal income tax purposes.

Unless a contrary indication appears, in this Clause 14 a reference to “determines” or “determined” means a determination made in the sole discretion of the person making the determination.

14.2Tax gross-up

(a)Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)A Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction from any payment made under a Finance Document (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent of (i) the Lender with respect to which such Tax Deduction applies and (ii) the rate at which such Tax Deduction is required to be made. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to such Lender. If the Agent receives such notification from a Lender it shall promptly notify the Borrowers and, if necessary, any Obligors making the payment.

(c)Except as provided in this Clause 14.2 and subject to paragraph (d) below, if a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction from any payment under this Agreement if on the date on which the payment falls due:

(i)with reference to any payment made under the Finance Document by any Obligor, the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender in relation to that payment, but on that date such Lender is not or has ceased to be a Qualifying Lender in relation to that payment other than as a result of:

(A)any Change of Tax Law;

(B)a change in the jurisdiction in which an Obligor is established or resident for tax purposes at the date it becomes an Obligor under this Agreement other than, subject to paragraph (C) below, as a result of a Permitted Merger; or

(C)with respect to the Original Italian Banks only, a change, as a result of the Holdco Merger, in the jurisdiction in which the Original Borrower is established or resident for tax purposes at

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the date of this Agreement provided that this paragraph (C) shall apply only for the period from and including the date of the Holdco Merger to and including the date on which the Facility B Repayment is effected;

(ii)a Tax Deduction is required to be made in respect of any payment under or in connection with a Loan made to a US Tax Obligor for United States federal withholding tax, other than any such Tax Deduction that is required as a result of any Change of Tax Law occurring after the date the relevant Lender becomes a Lender under this Agreement; or

(iii)the relevant Lender is an Exempt Lender, an Italian Treaty Lender or a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without a Tax Deduction had such Lender complied with its obligations under paragraph (f) below;

(iv)with reference to any payment made under the Finance Document by a US Tax Obligor, the Tax Deduction would not be required but for the Lender’s failure to comply with paragraph (i)(iv) below;

(v)the relevant Lender is a Qualifying Lender in relation to a payment by an Obligor solely by virtue of sub-paragraph (c)(i)(B) of the definition of Qualifying Lender and:

(A)an officer of Her Majesty’s Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Parent a certified copy of that Direction; and

(B)the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(vi)the relevant Lender is a Qualifying Lender in relation to the payment solely by virtue of sub-paragraph (c)(i)(B) of the definition of Qualifying Lender and:

(A)the relevant Lender has not given a Tax Confirmation to the Obligor; and

(B)the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Obligor, on the basis that the Tax Confirmation would have enabled the Obligor to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA.

(e)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax

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Deduction within the time allowed and in the minimum amount required by law. Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(f)A Lender and each Obligor which makes a payment to which that Lender is entitled, shall cooperate in completing any procedural formalities, from time to time required or necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction, or with a reduced Tax Deduction, including, but not limited to, the provision of the information and documentation specified in the following paragraphs (g), (h) and (i) of this Clause 14.2 to the extent applicable.

(g)With respect to each Italian Obligor, each Italian Treaty Lender, each Lender requiring the application of a Double Taxation Treaty with respect to any interest payable by such Italian Obligor and each Exempt Lender agree to provide the Italian Obligor with an Affidavit, any Self-Declaration Form or any other form necessary for that Obligor to be entitled to make any payment under this Agreement without a Tax Deduction on a date which falls, in case of any interest payment made by an Italian Borrower, at least ten (10) Business Days prior to the date upon which interest is first due to be paid to it or, in case of any payment made by an Italian Guarantor, upon ten (10) Business Days of request by a such Italian Obligor, and thereafter: (i) within the end of January of any subsequent calendar year (or, if earlier, within at least five (5) Business Days prior to the subsequent date upon which the interest is due to be paid) and, (ii) whenever there is a change in the Lender’s status under a Double Taxation Treaty (including if it changes its tax residence) within twenty (20) Business Days from the time such change is effective (or, if earlier, within at least five (5) Business Days prior to the subsequent date upon which interest is due to be paid by an Italian Obligor).

(h)With respect to each UK Borrower:

(i)

(A)a Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and

(B)a New Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Agreement which it executes, and, having done

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so, such Lender shall be under no obligation pursuant to paragraph (f) above.

(ii)If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(i) above and:

(A)a Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or

(B)a Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:

(1)such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

(2)HM Revenue & Customs has not given such Borrower authority to make payments to such Lender without a Tax Deduction within sixty (60) Business Days of the date of the Borrower DTTP Filing,

and in each case, such Borrower has notified such Lender in writing, such Lender and such Borrower shall co-operate in completing any additional procedural formalities necessary for such Borrower to obtain authorisation to make that payment without a Tax Deduction;

(iii)if a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (h)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of such Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees;

(iv)an Obligor shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender;

(v)a UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Parent by entering into this Agreement; and

(vi)a UK Non-Bank Lender shall promptly notify the Parent and the Agent if there is any change in the position from that set out in the Tax Confirmation.

(i)If the Borrower is a US Tax Obligor:

(i)with respect to a Tax Deduction made on account of Tax imposed by the United States, the Obligor shall certify (under the signature of either its Director, International Tax or another Director or superior officer) on the GTECH Withholding Schedule (as defined in paragraph (j) below) for the immediately succeeding payment period and within

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the time period specified therefor, the amount of each (if any) Tax Deduction that has been made with respect to a payment made on behalf of any Finance Party and the amount of the related payment made to the relevant taxing authority on account of such Tax Deduction in each case with respect to the immediately preceding payment period; and

(ii)the Obligor will provide the relevant Finance Party with IRS Forms 1042-S and 1099, as applicable (and relevant) (or any successor form or forms) relating to such Tax Deduction in a manner and at a time in accordance with United States law, and in any case as soon as practicable following the close of the Obligor’s taxable year, and will simultaneously provide the Agent with a copy thereof. With respect to a Tax Deduction on account of non-United States Taxes, within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment an original receipt (or certified copy thereof), or if unavailable, evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority;

(iii)in the case of any payment of interest hereunder by or on behalf of an Obligor through an account or branch outside the United States or by or on behalf of an Obligor by a payer that is not a United States Person (other than a payment made pursuant to a Guarantee), if such Obligor determines that no Taxes are payable in respect thereof, such Obligor shall furnish, or shall cause such payer to furnish, to the Agent, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes; and

(iv)promptly after becoming a Party to this Agreement, but in any event before a payment pursuant to this Agreement is due, each Lender will provide, as relevant, to each US Tax Obligor two original executed IRS forms or certifications that establish the Lender is entitled to a complete exemption or reduction (as applicable) from US withholding Taxes on all payments made pursuant to this Agreement and in the case of a Lender claiming the portfolio interest exemption, IRS Form W-8BEN-E (or any successor form) together with a statement certifying that such Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the relevant US Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” that is related to such US Tax Obligor within the meaning of Section 881(c)(3)(C) of the Code.  Upon a change of facts which causes the prior forms to no longer be valid or upon the reasonable request of a US Tax Obligor, a Lender shall again provide the forms and documents described above unless it is unable to do so because of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty, or any published

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practice or concession of any relevant taxing authority; if a Lender is unable to provide such forms and documents, then such Lender shall provide such other forms and certifications to establish any exemption or reduction from US withholding Taxes for which such Lender is eligible.

(j)At least three (3) Business Days prior to the due date of any amount payable by an Obligor under any Finance Document, the Agent shall provide to each Borrower by pdf or facsimile a schedule setting forth the portion of the total amount of such payment that will be payable to each Lender on such due date.  Within a reasonable amount of time prior to the close of business on the date on which such scheduled amount becoming payable by an Obligor under any Finance Document, each Borrower shall provide to the Agent by pdf or facsimile a reciprocal schedule setting forth the amount of any Tax Deduction that the Obligor will withhold from each payment to be made to each Lender included on such schedule on the due date for such payment (the “GTECH Withholding Schedule”).  No failure or delay of the Agent to provide the Borrowers with the schedule contemplated hereunder shall affect the obligation of any Obligor to make the payments otherwise required to be made by them under this Agreement.

(k)Any Lender which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant shall only be entitled to receive payments under this Clause 14.2(k) with reference to any interest paid on the sub-participated commitment (i) to the same extent as such Lender would have been if it had not entered into such sub-participation or (ii) for an amount equivalent to the Tax Deduction required by law to be applied on any payment made under this Agreement and beneficially owned by the Relevant Sub-Participant, if lower; provided that this paragraph (k) shall not apply to limit any entitlement to receive payments under this Clause 14.2(k) if the right to receive a greater payment results from a Change of Tax Law that occurs after the Relevant Sub-Participant acquired the applicable sub-participated commitment.

14.3Tax indemnity

(a)The relevant Obligor shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence).

(b)Paragraph (a) above shall not apply:

(i)with respect to any Tax assessed on a Finance Party:

(A)under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or

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(B)under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or

(ii)to the extent a loss, liability or cost:

(A)is compensated for by an increased payment under Clause 14.2 (Tax gross-up); or

(B)would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 14.2 (Tax gross-up) applied; or

(C)is compensated for by Clause 14.6(c) (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or

(D)relates to a FATCA Deduction required to be made by a Party.

(c)A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor.

(d)Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim.

(e)A Protected Party shall, on receiving a payment from an Obligor under this Clause 14.3 notify the Agent.

14.4Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b)that Finance Party has obtained, utilised and fully retained that Tax Credit on an affiliated group basis,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

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14.5Lender Status Confirmation

(a)In respect of an Italian Obligor, each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in:

(i)an Exempt Lender;

(ii)an Italian Qualifying Lender;

(iii)an Italian Treaty Lender; or

(iv)not a Qualifying Lender.

(b)In respect of a UK Obligor, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(i)not a Qualifying Lender;

(ii)a Qualifying Lender other than a UK Treaty Lender; or

(iii)a UK Treaty Lender.

(c)If a New Lender fails to indicate its status in accordance with this Clause 14.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Obligors). If in respect of an Italian Obligor, any Lender fails to indicate the status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 14.5, then such Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit.

(d)For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any failure of any Lender to comply with this Clause 14.5.

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14.6Stamp taxes

The relevant Borrower shall, or shall procure that an Obligor shall, pay and, within ten (10) Business Days of demand, indemnify each Finance Party against any duly documented liability, loss, cost or expense that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document; provided that no Obligor shall be liable for the aforementioned liability, loss, cost or expense:

(a)in relation to any such Taxes payable in respect of an assignment, transfer or sub-participation by a Finance Party, unless that assignment, transfer or sub-participation is carried out at the request of any Obligor and the Finance Party agrees to such request voluntarily (in circumstances where it is not required to agree to such request on the terms of this Agreement);

(b)to the extent that such Taxes become payable upon a voluntary registration made by any Finance Party if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such Party or obligations of any Party under an Finance Document or when such registration is necessary in order to produce or rely on such document for any other purposes; or

(c)in case it arises as a consequence of, or in connection to, any claims by any authority, including, but not limited to, any Tax authority, and the Lender has not provided the relevant Borrower with copies of any relevant written communications relating to the Finance Document, including, but not limited to, any notices of payment, (the “Tax Notice”) received from that authority within fifteen (15) Business Days from receipt (the “Tax Notice Term”). If the Lender notifies the relevant Borrower with the Tax Notice within the Tax Notice Term, then the Parties will agree, without prejudice of any rights of the relevant Lender, including the right to be indemnified, under this Clause 14.6, as far as reasonably practicable acting in good faith, possible defensive strategies and the substance and conduct of such defensive strategies and such Lender will, as far as reasonably practicable acting in good faith, share in a timely fashion any relevant information for the relevant Borrower in relation to the development of any litigation proceedings or any settlement or other procedures which may be in progress as the result of the implementation of such defensive strategies.

14.7Value added tax

(a)All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on each supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account for the VAT to the relevant Tax Authority that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

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(b)If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall reimburse or indemnify the Finance Party in respect of the full amount of such costs or expenses, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of such VAT.

(d)Any reference in this Clause 14.7 to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(e)In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

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14.8Imposta Sostitutiva

Pursuant to article 17 of Presidential Decree No. 601 of 29 September, 1973, as amended by article 12 of Decree Law No. 145 of 23 December 2013, which, starting from 24 December 2013, provides for the application of the Imposta Sostitutiva on medium term financings provided that the parties exercise the applicable option in the relevant facilities agreement, the Original Borrower declares to the Lenders that, for the purposes of the aforementioned article 17, it does not require the application of the Imposta Sostitutiva in place of the ordinary documentary taxes. Accordingly, the Lenders agree to not subject the Facilities made available by them under this Agreement to Imposta Sostitutiva.

14.9FATCA Information

(a)Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i)confirm to that other Party whether it is:

(A)a FATCA Exempt Party; or

(B)not a FATCA Exempt Party;

(ii)supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA;

(iii)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b)If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)any law or regulation;

(ii)any fiduciary duty; or

(iii)any duty of confidentiality.

(d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of

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the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

(i)where the Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii)where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date;

(iii)the date a new US Tax Obligor accedes as a Borrower; or

(iv)where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:

(A)a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B)any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f)The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.

(g)If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, such Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

(h)The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.

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14.10FATCA Deduction

(a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Parent and the Agent and the Agent shall notify the other Finance Parties.

15.INCREASED COSTS

15.1Increased Costs

(a)Subject to Clause 15.3 (Exceptions) the Obligors shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; (ii) compliance with any law or regulation (provided that, notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof shall be deemed to be a “change in law”, regardless of the date enacted, adopted, issued or implemented) made after the date of this Agreement or (iii) the implementation or application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b)In this Agreement:

“Basel III” means:

(i)the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(ii)the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement — Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

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(iii)any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

“CRD IV” means:

(i)Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(ii)Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

“Increased Costs” means:

(i)a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)an additional or increased cost; or

(iii)a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

15.2Increased Cost claims

(a)A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.

(b)Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

15.3Exceptions

Clause 15.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(a)attributable to a Tax Deduction required by law to be made by an Obligor;

(b)compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 14.3 (Tax indemnity) applied);

(c)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

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(d)attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or

(e)attributable to a FATCA Deduction required to be made by a Party.

16.OTHER INDEMNITIES

16.1Currency indemnity

(a)If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)making or filing a claim or proof against that Obligor; or

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

16.2Other indemnities

Each Borrower shall (or shall procure that an Obligor will), within three (3) Business Days of demand, indemnify the Mandated Lead Arrangers and each other Finance Party against any cost, loss or liability incurred by it as a result of:

(a)the occurrence of any Event of Default;

(b)a failure by an Obligor to pay any amount due under a Finance Document on its due date, including, without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing among the Finance Parties);

(c)funding, or making arrangements to fund, its participation in a Utilisation requested by it in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

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(d)a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by it.

16.3Indemnity to the Agent

Each Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a)investigating any event which it reasonably believes is a Default;

(b)entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 30.10 (Change of currency); or

(c)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

17.MITIGATION

17.1Mitigation by the Lenders

(a)Each Finance Party shall, in consultation with the Parent, take all reasonable steps, including to the extent possible, but not limited to, making any Utilisation available from an Affiliate, to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 14 (Tax Gross Up and Indemnities) or Clause 15.1 (Increased Costs) or in any amount payable under a Finance Document by an Italian Obligor becoming not deductible from that Italian Obligor’s taxable income for Italian tax purposes by reason of that amount originating from transactions occurred with Blacklisted Resident Entities including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

17.2Mitigation by the Obligors

Should a Finance Party become subject to Taxes because of its failure to deliver a form, certificate or other document required under Clause 14.2 (Tax gross-up), the Obligors shall take such steps as such Finance Party shall reasonably request to assist such Finance Party to recover such Taxes.

17.3Limitation of liability

(a)Each Borrower shall indemnify each Finance Party, for all costs and expenses reasonably incurred by that party as a result of steps taken by it under Clause 17.1 (Mitigation by the Lenders).

(b)A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation by the Lenders) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

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18.COSTS AND EXPENSES

18.1Transaction expenses

The Borrowers shall within ten (10) Business Days of demand pay each Finance Party the amount of all reasonable and documented out-of-pocket costs and expenses (including legal fees up to the amount agreed with the Parent) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication (and previously approved by the Borrowers) and perfection of:

(a)this Agreement and any other documents referred to in this Agreement; and

(b)any other Finance Documents executed after the date of this Agreement, and

if, requested, the Borrowers shall pay directly the relevant advisers upon receipt of the relevant reasonably detailed invoice.

18.2Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 30.10 (Change of currency), the Borrowers shall, within three (3) Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

18.3Enforcement and preservation costs

The Borrowers shall, within three (3) Business Days of demand, pay to the Mandated Lead Arrangers and each other Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and any proceedings instituted by or against the Agent as a consequence of taking or holding or enforcing these rights.

19.GUARANTEE AND INDEMNITY

19.1Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)guarantees to each Finance Party as primary obligor the punctual performance by a member of the Group of all of such member of the Group’s obligations under the Finance Documents and the punctual payment when due by such member of the Group of all sums payable under the Finance Documents;

(b)undertakes with each Finance Party that whenever a member of the Group fails to perform any obligation or pay any of the indebtedness referred to in paragraph (a) above, it will perform such obligation or pay to such Finance Party such sum on demand, in each case, as if it were the primary obligor; and

(c)indemnifies, as an independent and primary obligation, each Finance Party immediately on demand against any cost, loss or liability suffered by that

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Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

19.2Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

19.3Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any Security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a)the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b)each Finance Party shall be entitled to recover the value or amount of such Security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

19.4Waiver of defences

The obligations of each Guarantor under this Clause 19 will not, to the extent permitted under mandatory law, be affected by an act, omission, matter or thing which, but for this Clause 19, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

(a)any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)the making or absence of any demand on a member of the Group or any other person (other than the notice referred to in Clause 19.1(b) (Guarantee and indemnity)) for payment or performance of any other obligations, or the application of any moneys at any time received from a member of the Group or any other person;

(d)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;

(e)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

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(f)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document, or any other document or Security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or Security;

(g)any unenforceability or illegality or invalidity of any obligation of any person under any Finance Document or any other document or Security; or

(h)any insolvency or similar proceedings,

(other than the irrevocable payment in full of such obligations).

19.5Guarantor intent

Without prejudice to the generality of Clause 19.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs or expenses associated with any of the foregoing.

19.6Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or Security or claim payment from any person before claiming from that Guarantor under this Clause 19. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

19.7Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a)refrain from applying or enforcing any other moneys, Security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and no Guarantor shall be entitled to the benefit of the same; and

(b)hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 19.

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19.8Deferral of Guarantors’ rights

(a)Each Obligor acknowledges and agrees with each Guarantor that, subject to the terms and conditions of this Clause 19.8 and to the extent permitted by applicable law, upon the payment by the Guarantors of any of their obligations under this guarantee (whether pursuant to the guarantees, undertakings or indemnities given in Clause 19.1 (Guarantee and indemnity) or otherwise):

(i)each Obligor shall indemnify the Guarantors for the full amount of such payment; and

(ii)the Guarantors shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment (such rights of indemnification and subrogation, together with all other rights of the Guarantors, by reason of the performance of any of their obligations under this guarantee, or any action taken pursuant to any rights conferred by or pursuant to this guarantee, to be indemnified by any person, to prove in respect of any liability in the winding-up of any person or to take the benefit of or enforce any Security or guarantees or to exercise any rights of contribution are, collectively, the “Subrogation Rights”).

(b)Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(i)to be indemnified by an Obligor;

(ii)to claim any contribution from any other Guarantor of any Obligor’s obligations under the Finance Documents; or

(iii)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

From and after the date when all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, the Subrogation Rights of the Guarantors may be exercised and enforced by the Guarantors in their sole discretion.

19.9Release of Guarantors’ right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor, then on the date such Retiring Guarantor ceases to be a Guarantor:

(a)that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a

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contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b)each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other Security taken pursuant to, or in connection with, any Finance Document where such rights or Security are granted by or in relation to the assets of the Retiring Guarantor.

19.10Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or Security now or subsequently held by any Finance Party.

19.11Limitations on US Guarantees

(a)Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents (including utilisations thereunder).

(b)Each US Guarantor represents, warrants and agrees that:

(i)it is US Solvent; and

(ii)it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.

(c)Notwithstanding anything to the contrary contained herein or in any other Finance Document:

(i)each Finance Party agrees that the maximum liability of each US Guarantor under Clause 19 (Guarantee and indemnity) shall in no event exceed an amount equal to the greatest amount that would not render such US Guarantor’s obligations hereunder and under the other Finance Documents subject to avoidance under US Bankruptcy Law or to being set aside, avoided or annulled under any Fraudulent Transfer Law, in each case after giving effect to:

(A)all other liabilities of such US Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such US Guarantor in respect of intercompany indebtedness to any Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such US Guarantor hereunder) and

(B)the value as assets of such US Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement,

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indemnity or similar rights held by such US Guarantor pursuant to

(1)applicable law or

(2)any other agreement providing for an equitable allocation among such US Guarantor and the Borrowers and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties: and

(ii)each party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 19, each such Guarantor shall be entitled to be indemnified from each other Guarantor in an amount equal to such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors.

19.12Controlled Foreign Corporations

Notwithstanding any term or provision of this Clause 19.12 or any other term in this Agreement or any Finance Document in the event that a Borrower is a US Tax Obligor:

(a)no member of the Group that is a controlled foreign corporation for US federal income tax purposes (a “CFC”) will have any obligation or liability, directly or indirectly, as guarantor or otherwise under this Agreement or any Finance Document with respect to any obligation or liability arising under any Finance Document of a US Tax Obligor (a “US Obligation”); and

(b)not more than sixty-five per cent. (65%) of the stock or other equity interests (measured by the total combined voting power of the issued and outstanding voting stock or other equity interests) of, and none of the assets or property of, a person that is a CFC will be required to be pledged directly or indirectly as Security for any US Obligations.

19.13Italian guarantee limitations

(a)In the case of any Guarantor incorporated in Italy (an “Italian Guarantor”), its liability as Guarantor under this Clause 19 shall not exceed, at any time, the aggregate at that time of:

(i)the highest outstanding principal amount at any time of the indebtedness of such Italian Guarantor (or any of its direct or indirect Subsidiaries) as a Borrower under any Facility; and

(ii)the highest outstanding principal amount at any time of all inter-company loans advanced (or granted) to such Italian Guarantor (or any of its direct or indirect Subsidiaries) by any Obligor or any other member of the Group after the date of this Agreement.

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(b)In any event, pursuant to article 1938 of the Italian Civil Code, the maximum amount an Italian Guarantor may be required to pay in respect of its obligations as Guarantor under this Agreement shall not exceed the amount equal to €440,000,000 in respect of Facility A and €440,000,000 in respect of Facility B.

20.REPRESENTATIONS

20.1General

On the date of this Agreement and at the times set out in Clause 20.24 (Repetition) each Obligor makes the representations and warranties set out in this Clause 20 to each Finance Party.

20.2Status

(a)It and each of its Material Subsidiaries is a limited liability corporation, duly incorporated or organised (as applicable) and validly existing under the law of its jurisdiction of incorporation.

(b)It and each of its Material Subsidiaries has the power to own its material assets and carry on its business as it is being conducted.

20.3Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document to which it is a party and which have been executed by it are legal, valid, binding and enforceable obligations.

20.4Non-conflict with other obligations

The entry into and performance by it of its obligations under, and the transactions contemplated by, the Finance Documents, to which it is a party do not and will not conflict with:

(a)any law or regulation applicable to it;

(b)its constitutional documents; or

(c)any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument, unless any such conflict does not and is not reasonably likely to have a Material Adverse Effect.

20.5Power and authority

(a)It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

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(b)No limit on its powers will be exceeded as a result of the borrowing or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

20.6Validity and admissibility in evidence

(a)All Authorisations required:

(i)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(ii)to make the Finance Documents to which it is a party admissible in evidence in its jurisdictions of incorporation,

have been obtained or effected and are in full force and effect.

(b)All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect other than those Authorisations the failure of which to obtain or effect has not and is not reasonably likely to have a Material Adverse Effect.

20.7Governing law and enforcement

(a)Subject to the Legal Reservations, the choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b)Subject to the Legal Reservations, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

20.8Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to a Lender which is:

(a)a Qualifying Lender,

(i)falling within paragraphs (a)(i), (a)(ii), (b), (c)(i)(A) or (c)(ii) of the definition of Qualifying Lender; or

(ii)except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (c)(i)(B) of the definition of Qualifying Lender; or

(b)a Treaty Lender; provided that in the case of a UK Treaty Lender the payment is one specified in a direction given by the Commissioners of Revenue and Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488) and in the case of a US Borrower the Lender has satisfied its obligations under Clause 14.2(i)(iv) (Tax gross-up).

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20.9No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, subject always to the Legal Reservations, except with reference to Italy:

(a)where any Finance Document is executed before or deposited with an Italian notary public or in any case formed and executed within the Italian territory in the form of a deed;

(b)on voluntarily registration of any Finance Document with the Italian tax authority;

(c)in any “case of use” (caso d’uso), including the filing, recording or enrolment of any Finance Document with any Italian judicial authority (when carrying out any administrative activity) or administrative authority (unless such filing is mandatory at law);

(d)in the event any of the provisions of the Finance Document is mentioned (according to the enunciazione principle) in any separate document entered into between the same parties (alone or together with other parties) which have not been previously registered and in respect of which any of the conditions described at paragraphs (a) through (c) above is met; or

(e)if any Finance Document is enforced in Italy either by way of a direct court judgment or an exequatur of a judgment rendered outside Italy.

20.10No default

(a)No Event of Default or Default is continuing or will result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by any Finance Document.

(b)No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has had or is reasonably likely to have a Material Adverse Effect.

20.11No misleading information

All of the written factual information supplied by each of the Original Obligors in connection with the Finance Documents and the matters contemplated therein was (to the best of its knowledge after due and careful enquiry) true, complete and accurate in all material respects as at the date it was given and was not misleading in any material respect.

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20.12Financial statements

(a)The Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed therein or otherwise disclosed to the Agent in writing to the contrary prior to the date of this Agreement.

(b)Its Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant Financial Year unless expressly disclosed therein to the contrary or otherwise disclosed to the Agent in writing to the contrary prior to the date of this Agreement.

20.13No proceedings pending or threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which are reasonably likely, if adversely determined, to have a Material Adverse Effect (to the best of the Parent’s knowledge and belief) have been started or threatened against it or any of its Subsidiaries.

20.14Security

No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.

20.15Pari Passu Ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

20.16US Government Regulations

(a)It is not a “public utility” within the meaning of, or subject to regulation under, the United States Federal Power Act of 1920 (16 U.S.C. §§791 et seq.).

(b)It is not an “investment company” as defined in, or subject to regulation under, the United States Investment Company Act of 1940 (15 U.S.C. §§ 80a-1 et seq.) or in violation of regulation under any United States federal or state law or regulation that limits its ability to incur or guarantee indebtedness.

(c)It has not made (or attempted to make) an “unlawful payment” within the meaning of, and is not in any other way in violation of, the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.) or any similar laws.

20.17ERISA

(a)No ERISA Event has occurred or is reasonably expected to occur that has resulted in or is reasonably expected to result in a material liability of it or its Subsidiaries or any ERISA Affiliate.

(b)Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal

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Revenue Service of the United States of America, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.

(c)Neither it, nor any of its Subsidiaries, nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan.

(d)Neither it, nor any of its Subsidiaries, nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganisation or has been terminated, within the meaning of Title IV of ERISA, and to the best of its knowledge, no such Multiemployer Plan is reasonably expected to be in reorganisation or to be terminated, within the meaning of Title IV of ERISA.

(e)Except as does not have and could not reasonably be expected to have, a Material Adverse Effect, and except to the extent required under Section 4980B of the Code, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Obligors, any of their Subsidiaries or any of their respective ERISA Affiliates.

20.18Solvency (US Obligors)

The Original Guarantor is, on a consolidated basis, as of the date hereof, US Solvent.

20.19Material Adverse Effect

No Material Adverse Effect has occurred since the date of the most recent financial statements delivered pursuant to Clause 21.1 (Financial statements).

20.20Anti-Terrorism laws

(a)It, and to the best of its knowledge, each of its Material Subsidiaries:

(i)has taken reasonable measures to ensure compliance with Anti-Terrorism Laws;

(ii)is not a Designated Person; and

(iii)does not deal in any property or interest in property known by it to be blocked pursuant to any Anti-Terrorism Law.

20.21US Margin Regulations

No part of the proceeds of any Utilisation will be used (i) in contravention of Regulation T, U or X of the Federal Reserve Board, or (ii) for “buying” or “carrying” (within the meaning of Regulation T, U or X) any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of each Utilisation, not more than twenty five per cent. (25%) of the value of the assets of the Obligors subject to any restriction contained in this Agreement or any other agreement or instrument between the Obligors, on the

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one hand, and any Lender or Affiliate of any Lender, on the other hand, relating to Financial Indebtedness will be Margin Stock.

20.22Sanctions, Anti-Corruption and other laws

(a)The Parent represents that:

(i)each member of the Group has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by each such member and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and each member of the Group and their respective directors and officers and, to the knowledge of the Parent, their respective employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in a Borrower being designated as a Sanctioned Person;

(ii)none of (a) the Parent, any member of the Group or any of their respective directors, officers or employees, or (b) to the knowledge of the Parent, any agent of the Parent or any member of the Group that will act in any capacity in connection with or benefit from the Facilities, is a Sanctioned Person; and

(iii)no Utilisation or use of proceeds pursuant to this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

(b)Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, in relation to any Specified Lender the representations and warranties under this Clause 20.22 shall only apply for the benefit of such Specified Lender to the extent that the provisions would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any part of this Clause 20.22 of which a Specified Lender does not have the benefit, the Commitments of that Specified Lender will be excluded for the purpose of determining whether the consent of the Majority Lenders has been obtained or whether the determination or direction by the Majority Lenders has been made.

20.23Compliance with laws

Each Obligor complies in all respects with all laws to which it may be subject to the extent that failure so to comply would have or would be reasonably likely to have a Material Adverse Effect.

20.24Repetition

(a)The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

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(i)the date of each Utilisation Request and the first day of each Interest Period; and

(ii)in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Obligor.

(b)Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

21.INFORMATION UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1Financial statements

The Parent shall supply to the Agent, who will distribute to each Lender, each of the following:

(a)within one hundred twenty (120) days after the end of each of its Financial Years, its annual audited consolidated financial statements by making the same available on the Parent’s public website;

(b)as soon as they become available but in any event within seventy-five (75) days after the end of each of its financial half years its consolidated financial statements for its financial half year by making the same available on the Parent’s public website;

(c)as soon as they are available, but in any event within sixty (60) days after the end of the first and third Financial Quarter of each of its Financial Years, its consolidated financial statements for those Financial Quarters by making the same available on the Parent’s public website; and

(d)as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each of its financial years, the balance sheet and income statement or, if available, audited financial statements of each Guarantor other than the Parent.

21.2Provision and contents of Compliance Certificate

(a)The Parent shall supply to the Agent, who will distribute to each Lender:

(i)with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 21.1 (Financial statements) if the Public Debt Ratings are equal to or higher than BBB- and Baa3 (with at least a stable outlook); provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued

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by the Rating Agencies being equal to or higher than BBB- or Baa3 as applicable; or

(ii)otherwise with each set of financial statements delivered pursuant to paragraphs (a), (b) and (c) of Clause 21.1 (Financial statements),

a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 22 (Financial Covenants) as at the date as at which those financial statements were prepared, including an explanation as to how the average US$/€ rate has been calculated and disclosure of items included in EBITDA, Total Net Debt and Total Net Interest Costs with an indication of the value of each item expressed as per the consolidated financial statements.

(b)Commencing with the Compliance Certificate that is deliverable with respect to the first Financial Quarter ending after the date on which the Mergers are completed, the Compliance Certificate delivered in respect of the Financial Quarters ending in June and December in each Financial Year shall set out (in reasonable detail) computations as to compliance with Clause 23.24 (Guarantor Threshold Test and Additional Guarantors).

(c)Commencing with the Compliance Certificate that is deliverable with respect to the Financial Quarter ending on 31 March 2015, the Compliance Certificate delivered in respect of the Financial Quarters ending December in each Financial Year shall list the Material Subsidiaries or confirm that there has been no change to the list of Material Subsidiaries since the previous Compliance Certificate for the Financial Quarter ending 31 December.

(d)Each Compliance Certificate shall be signed by duly authorised signatory of the Parent and shall be reported on by the Auditors with respect to the information provided pursuant to Clause 20.2(a) (in the form agreed by the Auditors) when the audited consolidated Financial Statements for the Group are delivered pursuant to paragraph (a) of Clause 21.1 (Financial statements).

21.3Requirements as to financial statements

The Parent shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) is prepared using the Accounting Principles and financial reference periods consistent with those applied in the presentation of the Original Financial Statements for the Parent unless, in relation to any set of financial statements, the Parent notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and its Auditors deliver to the Agent, who will distribute to each Lender:

(a)a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which the Parent’s Original Financial Statements were prepared; and

(b)sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to determine the Margin as set out in the

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definition of “Margin”, and to make an accurate comparison between the financial positions indicated in those financial statements.

Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements of the Parent were prepared.

21.4Information: miscellaneous

The Parent shall supply to the Agent who will distribute to each Lender:

(a)promptly, copies of all documents dispatched by the Parent to its shareholders generally (or any class of them) or dispatched by any Obligor to its creditors generally (or any class of them);

(b)promptly upon becoming aware of them, the details of any material environmental issues, material litigation, arbitration or administrative proceedings which are, in each case, current, threatened or pending against any member of the Group, which if adversely determined has or is reasonably likely to have a Material Adverse Effect;

(c)promptly upon it becoming publicly available information, notice of any change to, or withdrawal of, any Public Debt Rating;

(d)promptly upon completion, notice that the Transactions are completed;

(e)promptly upon termination or upon publication (as the case may be), notice that the Merger Agreement has been terminated or that the Parent has disclosed publicly that it no longer intends to proceed with the completion of the Mergers; and

(f)promptly on request, such further information regarding the financial condition, assets and operations of the Group or any member of the Group as any Finance Party through the Agent may reasonably request,

it being understood that the Parent may satisfy its obligations under this Clause 21.4 by publishing the relevant information on its website and notifying the Agent in writing that the relevant information has been so published.

21.5Notification of Default

Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

21.6“Know your customer” checks

(a)If:

(i)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

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(ii)any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

(iii)a proposed assignment or transfer by a Lender of any of its rights or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied with the results of all necessary “know your customer” or other checks in relation to any relevant person pursuant to the transactions contemplated in the Finance Documents.

(b)Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order to carry out and be satisfied with the results of all necessary “know your customer” or other checks on Lenders or prospective new Lenders pursuant to the transactions contemplated in the Finance Documents.

(c)The Parent shall, by not less than ten (10) Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to Clause 26 (Changes to the Obligors).

(d)Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other checks in relation to any relevant person pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

21.7Posting on electronic system

Each of the Borrowers hereby acknowledges that (a) the Agent will make available to the other Finance Parties materials or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower

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Materials on Debt Domain (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or their securities) (each, a “Public Lender”). Each of the Borrowers hereby agrees that so long as such Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities; (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrowers shall be deemed to have authorised the Finance Parties to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws (provided that such Borrower Materials shall be treated as set forth in Clause 39 (Confidentiality)); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.  Notwithstanding the foregoing, each Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC”.

22.FINANCIAL COVENANTS

22.1Financial definitions

In this Clause 22:

“Calculation Date” means (i) at any time the Public Debt Ratings are equal to or higher than BBB- (with at least a stable outlook) and Baa3 (with at least a stable outlook) 30 June and 31 December of each year (provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BBB- (with at least a stable outlook) or Baa3 (with at least a stable outlook) as applicable) and (ii) at any time any Public Debt Rating is lower than BBB- (with at least a stable outlook) or Baa3 (with at least a stable outlook), or any Public Debt Rating is withdrawn, 31 March, 30 June, 30 September and 31 December of each year (provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being lower than BBB- (with at least a stable outlook) or Baa3 (with at least a stable outlook) as applicable).

“Consolidated Interest Expense” means the amount of interest, discount, acceptance and commitment fees, amounts payable under interest rate hedging agreements and the interest element of payments under finance leases, including, for the avoidance of doubt, interest payable on the Capital Securities.

“EBITDA” means the amount of the consolidated operating income of the Group:

(a)plus depreciation, amortization and impairment loss; and

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(b)plus extraordinary and non-cash items of expense but only to the extent such items have been deducted in the determination of operating income; and

(c)minus extraordinary and non-cash items of income, but only to the extent such items are included in operating income; and

(d)minus amounts attributable to minority interests in excess of US$60,000,000.

“Relevant Period” means a period of twelve (12) months ending on the last day of a Financial Year or half year or, as the case may be, financial quarter of the Parent.

“Total Net Debt” means the total Financial Indebtedness of the Group (including, for the avoidance of doubt, the outstanding amount of the Capital Securities and excluding, for the avoidance of doubt, any accrued Consolidated Interest Expense) minus the aggregate amount of cash and Cash Equivalent Investments held by the Group (in each case calculated using the twelve-month average US$/€ month-end spot rate).

“Total Net Interest Costs” means Consolidated Interest Expense of the Group less interest received and amounts received under interest rate hedging agreements less capitalised up-front debt issuance costs recorded as interest expense.

22.2Financial condition

The Parent shall ensure that:

(a)EBITDA to Total Net Interest Costs:  EBITDA to Total Net Interest Costs at each Calculation Date shall not be less than the ratio set out next to the relevant Calculation Date in the table below:

EBITDA to Total Net Interest Costs	2015	2016	2017	2018	2019
March	2.75:1.00	2.75:1.00	3.00:1.00	3.00:1.00	3.00:1.00
June	2.75:1.00	2.75:1.00	3.00:1.00	3.00:1.00	3.00:1.00
September	2.75:1.00	2.75:1.00	3.00:1.00	3.00:1.00	3.00:1.00
December	2.75:1.00	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00

(b)Total Net Debt to EBITDA:  Total Net Debt to EBITDA at each Calculation Date shall:

(i)if the Mergers are not completed, not be greater than 4.00:1.00 as tested at each Calculation Date in accordance with Clause 22.3 (Financial testing) below; and

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(ii)if the Mergers are completed, not be greater than the ratio set out next to the relevant Calculation Date in the table below:

Total Net Debt to EBITDA	2015	2016	2017	2018	2019
March	5.50:1.00	5.50:1.00	5.00:1.00	4.50:1.00	4.25:1.00
June	5.50:1.00	5.50:1.00	5.00:1.00	4.50:1.00	4.00:1.00
September	5.50:1.00	5.00:1.00	4.75:1.00	4.25:1.00	4.00:1.00
December	5.50:1.00	5.00:1.00	4.75:1.00	4.25:1.00	4.00:1.00

22.3Financial testing

The financial covenants set out in Clause 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles and tested in relation to the Group on a consolidated basis by reference to each Compliance Certificate delivered in accordance with Clause 21.2 (Provision and contents of Compliance Certificate).

23.GENERAL UNDERTAKINGS

The undertakings in this Clause 23 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

23.1Authorisations

Each Obligor shall promptly:

(a)obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)supply certified copies to the Agent (at its request) of, any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i)enable it to perform its obligations under the Finance Documents; and

(ii)ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document to which it is a party.

23.2Compliance with laws

(a)Each Obligor shall (and the Obligors shall ensure that each member of the Group will) comply in all respects with all laws to which it may be subject, if (except as regards (i) Sanctions, to which Clause 23.20 (Use of proceeds and Sanctions) below applies, and (ii) Anti-Corruption Laws, to which Clause 23.21

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(Anti-Corruption) below applies) failure so to comply has or is reasonably likely to have a Material Adverse Effect.

(b)The Borrowers will maintain in effect and enforce policies and procedures designed to promote and achieve compliance by the Borrowers, their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

23.3Merger

No Obligor shall (and the Obligors shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction other than a Permitted Merger or Permitted Acquisition.

23.4Change of business

The Obligors shall ensure that no substantial change is made to the general nature of the business of the Group from the Business.

23.5Acquisitions

(a)Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no other member of the Group will):

(i)acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(ii)incorporate a company.

(b)Paragraph (a) above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any equity or partnership interest in any of them), or the incorporation of a company or Joint Venture which is a Permitted Acquisition.

23.6Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

23.7Negative pledge

(a)In this Clause 23.7, “Quasi-Security” means a transaction described in paragraph (b) below.

(b)Except as permitted under paragraph (c) below:

(i)No Obligor shall (and the Obligors shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

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(ii)No Obligor shall (and the Obligors shall ensure that no other member of the Group will):

(A)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(B)sell, transfer or otherwise dispose of any of its receivables on recourse terms (it being understood for the avoidance of doubt that a member of the Group may sell, transfer or otherwise dispose of its receivables on non-recourse terms);

(C)enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(D)enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, which is Permitted Security.

23.8Disposals

(a)Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b)Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal.

23.9Loans or credit

(a)Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no member of the Group will) be a creditor in respect of any Financial Indebtedness.

(b)Paragraph (a) above does not apply to a Permitted Loan.

23.10No Guarantees or indemnities

(a)Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

(b)Paragraph (a) does not apply to a guarantee which is a Permitted Guarantee.

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23.11Dividends and share redemption

(a)The Parent shall not declare, make or pay or allow any member of the Group to declare, make or pay any Restricted Payment.

(b)Paragraph (a) does not apply to a Restricted Payment which is a Permitted Restricted Payment and, for the avoidance of doubt, does not prohibit the Merger Capital Reduction.

23.12Priority Financial Indebtedness

(a)The Obligors shall ensure that at no time will Financial Indebtedness incurred or allowed to remain outstanding by all members of the Group (including members of the Group which are not Guarantors) that are not Obligors exceed in the aggregate five per cent. (5%) of the consolidated total assets of the Group.

23.13Pensions and employee benefit schemes

(a)The Parent shall ensure that all pension schemes operated or maintained for the benefit of members of the Group or any of its employees are maintained and fully funded on the basis of reasonable actuarial assumptions and valuations prepared by actuaries of recognised standing most recently used to account for such obligations in accordance with the Accounting Principles and, in any case, in compliance with applicable law and the contracts governing their provision and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect.

(b)The Parent shall ensure that no member of the Group establishes any defined benefit occupational pension scheme.

(c)The Parent shall deliver to the Agent copies of any actuarial reports prepared in relation to the pension schemes for the time being operated by or maintained for the benefit of members of the Group or any of its employees promptly after those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent) or otherwise.

(d)The Parent shall promptly notify the Agent of any material change in the rate of contributions to any pension schemes referred to in paragraph (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).

(e)The Parent shall (and shall ensure that each of its Subsidiaries incorporated in Italy will):

(i)fully and timely pay and discharge all mandatory and supplementary social security and health care assistance contributions (including interest and penalties) which the same companies are requested to pay under applicable laws, regulations, by-laws and any agreement entered into by the same companies;

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(ii)duly and timely file or cause to be filed, according to applicable law, all social security returns and social security reports which are required to be filed by same companies;

(iii)properly and entirely accrue in the financial statements the TFR (Trattamento di fine rapporto) with regard to all its employees according to the applicable laws; and

(iv)make adequate provisions in their accounts, pertaining to mandatory and supplementary social security and health care contributions which have not been paid because they are not yet due under the terms of any applicable laws, regulations, by-laws and any agreement entered into by the same companies.

23.14Intellectual Property

Each Obligor shall (and the Obligors shall procure that each Group member will):

(a)preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of the relevant Group member;

(b)use reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;

(c)make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property in full force and effect and record its interest in that Intellectual Property;

(d)not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any member of the Group to use such property; and

(e)not discontinue the use of the Intellectual Property,

where failure to do so, in the case of paragraphs (a), (b) and (c) above, or in the case of paragraphs (d) and (e) above, such use, permission to use, omission or discontinuation, is reasonably likely to have a Material Adverse Effect.

23.15No speculative Hedging Arrangements

No Borrower shall enter into any derivative transaction other than any derivative transaction entered into in connection with protection against or benefit from fluctuations in any rate or price.

23.16ERISA reporting requirements

Each Obligor shall (and the Parent shall ensure that each relevant member of the Group will):

(a)ERISA Events and ERISA Reports

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(i)promptly and in any event within ten (10) days after such Obligor or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, deliver to the Agent a statement of the finance director of the Parent describing such ERISA Event and the action, if any, that such Obligor or such ERISA Affiliate has taken and proposes to take with respect thereto; and

(ii)on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information;

(b)Plan Terminations:  promptly and in any event within five (5) Business Days after receipt thereof by any Obligor or any ERISA Affiliate, deliver to the Agent copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;

(c)Plan Annual Reports:  promptly upon the written request of the Agent, deliver to the Agent copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) most recently filed by it with the Employee Benefits Security Administration of the United States with respect to each Plan; and

(d)Multiemployer Plan notices:  promptly and in any event within five (5) Business Days after receipt thereof by it or any ERISA Affiliate from the sponsor of a Multiemployer Plan, deliver to the Agent copies of each notice concerning:

(i)the imposition of Withdrawal Liability by any such Multiemployer Plan;

(ii)the reorganisation or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan; or

(iii)the amount of liability incurred, or that may be incurred, by such Obligor or any ERISA Affiliate in connection with any event described in paragraph (a)(i) or (a)(ii) above.

23.17Italian segregation of assets or finanziamenti destinati

No Italian Obligor shall:

(a)segregate assets or revenues pursuant to Article 2447 bis (Patrimoni Destinati ad uno Specifico Affare) of the Italian Civil Code;

(b)enter into any transaction which could qualify as a finanziamento destinato pursuant to article 2447-decies; or

(c)issue any class of stock or any other financial instruments under article 2447-ter of the Italian Civil Code,

in each case, without the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

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23.18Anti-Terrorism Laws

(a)No Obligor shall engage in any transaction that violates any of the applicable prohibitions set forth in any Anti-Terrorism Law.

(b)None of the funds or assets of such Obligor or its Subsidiaries that are used to repay the Facilities shall constitute property of, or shall be beneficially owned by, any Designated Person or be derived from transactions known to an Obligor to violate the prohibitions set forth in any Anti-Terrorism Law, and no Designated Person shall have any direct or indirect interest in such Obligor that would constitute a violation of any Anti-Terrorism Laws.

23.19US Margin Regulations

No part of the proceeds of any Utilisation will be used (i) in contravention of Regulation T, U or X of the Federal Reserve Board, or (ii) for “buying” or “carrying” (within the meaning of Regulation T, U or X) any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of each Utilisation, not more than twenty five per cent. (25%) of the value of the assets of the Obligors subject to any restriction contained in this Agreement or any other agreement or instrument between the Obligors, on the one hand, and any Lender or Affiliate of any Lender, on the other hand, relating to Financial Indebtedness will be Margin Stock.

23.20Use of proceeds and Sanctions

(a)The undertakings in this Clause 23.20 remain in force from the date of this Agreement for as long as any amount is outstanding under the Finance Documents or any Commitment is in force:

(i)a Borrower will not request any Utilisation, and a Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Utilisation (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (B) in any manner that would result in the violation of  any Sanctions applicable to any party hereto. Each Obligor shall, and shall procure that each other member of the Group shall, not knowingly use any revenue or benefit derived from any activity or dealing with a Sanctioned Person to be used in discharging any obligation due or owing to the Finance Parties; and

(ii)each Obligor shall, and shall procure that each other member of the Group shall, to the extent permitted by law promptly upon becoming aware of them supply to the Agent, who will distribute to each Lender, details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.

(b)Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, in relation to any Specified Lender the undertakings under this Clause 23.20 shall only apply for the benefit of such Specified

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Lender to the extent that the provisions would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any part of this Clause 23.20 of which a Specified Lender does not have the benefit, the Commitments of that Specified Lender will be excluded for the purpose of determining whether the consent of the Majority Lenders has been obtained or whether the determination or direction by the Majority Lenders has been made.

23.21Anti-Corruption

(a)Neither the Parent nor any Obligor shall (and the Parent shall ensure that no other member of the Group will) directly or indirectly use the proceeds of the Facilities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws.

(b)The Parent and each Obligor shall (and the Parent shall ensure that each other member of the Group will) not violate applicable Anti-Corruption Laws and Sanctions in any material respect.

23.22Existing Target Facility Repayment

The Parent shall procure that following the completion of the Mergers and the accession of Target to this Agreement pursuant to Clause 26.2 (Additional Obligors) any amounts outstanding under the Existing Target Facility shall be promptly repaid, cancelled and discharged in full and any guarantees with respect to the Existing Target Facility shall be released.

23.23Security following Debt Ratings decrease

(a)If following completion of the Mergers:

(i)any two Public Debt Ratings (or any Public Debt Rating, if two Public Debt Ratings are issued) are either equal to BB or Ba2 or lower or have been withdrawn, then the Parent shall procure that, as soon as practicable and in any event within ninety (90) days after the relevant Public Debt Rating(s) or Public Debt Rating withdrawal(s) or reduction(s) become(s) public, Security:

(A)is granted by Holdco over the shares of the Target and the quotas of Italian Holdco;

(B)is granted by:

(1)each Obligor over each intercompany note or loan in excess of US$10,000,000 (or its equivalent in any other currency or currencies) between the Obligor as creditor and a member of the Group as debtor; and

(2)each member of the Group over each intercompany note or loan  in excess of US$10,000,000 (or its equivalent in

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any other currency or currencies) between such member of the Group as creditor and an Obligor as debtor,

whether documented by a promissory note or otherwise and including any such intercompany note or loan between Holdco and any of the Target, Italian Holdco or the Original Guarantor at completion of the Transaction; and

(ii)any Public Debt Rating is equal to BB- or Ba3 or lower (in circumstances where the remaining Public Debt Ratings are equal to BB+ or Ba1 or lower) or any Public Debt Rating has been withdrawn, then the Parent shall procure that, as soon as practicable and in any event within ninety (90) days after the relevant Public Debt Rating(s) or Public Debt Rating withdrawal(s) or reduction(s) become(s) public, Security is granted over:

(A)the assets referred to in paragraph (a)(i) above, to the extent it has not already been granted; and

(B)all of the accounts receivable under contracts for the supply of goods and services to customers of the Material Subsidiaries,

it being understood that granting of Security under this paragraph (a)(ii) will not be required to the extent that it would cause a default (however defined) under any “equal and rateable security” or “most favoured nation” provisions (or other provisions of equivalent effect) under the Pari Passu Indebtedness due to an inability (despite the exercise of reasonable commercial endeavours) to overcome any obstacle to compliance with such provisions.

(b)If at any time after the date of this Agreement:

(i)any new Security or Quasi-Security is granted over assets of the Group in favour of the holders or creditors of Pari Passu Indebtedness; or

(ii)any existing Security or Quasi Security is amended on terms favourable to the holders or creditors of Pari Passu Indebtedness;

then, at the same time any such grant or amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including accessions pursuant to Clause 26 (Changes to the Obligors)) to procure that the Finance Parties receive the benefit of the same or substantially the same new Security or Quasi-Security (on the same or substantially the same terms and conditions) or receive the benefit of the same or substantially the same amended terms (as the case may be) in substance and form satisfactory to the Agent (acting reasonably).

(c)With respect to any Security or Quasi-Security granted or to be granted by any member of the Group pursuant to paragraphs (a) and (b) above (the “Transaction Security”), each Obligor shall, as soon as reasonably practicable following the relevant public announcement (or in the case of any Transaction

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Security granted to holder of Pari Passu Indebtedness, at the same time as such Transaction Security is so granted), do all such acts or execute all such documents as the Agent may reasonably specify (and in such form as the Agent may reasonably require) to grant and perfect the Transaction Security created or intended to be created under or evidenced by the relevant security documents entered into with respect to the Transaction Security (the “Security Documents”) and shall thereafter take all such action as is available to it (including making all filings and registrations and entering into any deeds of confirmation) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Transaction Security conferred or intended to be conferred by or pursuant to the Security Documents, in each case promptly following a reasonable request of the Agent (including without limitation following the completion of any Permitted Merger).

(d)With respect to the granting of any Security or Quasi-Security granted or to be granted by any member of the Group pursuant to paragraphs (a) and (b) above, the obligation shall be subject always to the Agreed Security Principles.  With respect to the granting of Security over accounts receivable referred to in paragraph (b) above in circumstances where Agreed Security Principle 2.1(d) relating to third party arrangements would apply due to the requirement of third party consent, then the Parent shall request such consent within the applicable timeframe in respect of accounts receivable that together, at that time, constitute a percentage of consolidated Group revenues that is at least the greater of (i) the percentage of revenues represented by the ten (10) largest relevant contracts by revenue and (ii) twenty five per cent. (25%).

(e)In this Agreement, “Pari Passu Indebtedness” means any Financial Indebtedness incurred by any member of the Group pursuant to any loan, facility, any public or private financing in the domestic or international debt capital markets (including any public or private bond issue, placement or note, security or other debt issuance or indebtedness), in each case incurred by any member of the Group (including, without limitation, the Bridge Facilities and the Existing GTECH Notes) as well as any Financial Indebtedness incurred by any member of the Group for the purposes of refinancing any of the aforementioned Financial Indebtedness but excludes Financial Indebtedness which is secured by Security that falls within the basket set out in paragraph (o) of the definition of “Permitted Security”.

(f)The provisions of Clause 23.23 (Security following Debt Ratings decrease) shall continue with full force and effect notwithstanding any intervening application of Clause 37.7 (Release of Security on Permitted Disposal and Investment Grade Rating) and in the event that the relevant trigger conditions are met subsequently, the Parent shall again be obliged to procure the granting of Security in accordance with this Clause 23.23.

23.24Guarantor Threshold Test and Additional Guarantors

(a)Subject in each case to the Agreed Security Principles, the Parent shall do all acts and deliver all documents as are necessary, including procuring accessions pursuant to Clause 26 (Changes to the Obligors), to ensure that commencing from the date on which the Mergers are completed, and by reference to the

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Compliance Certificate and accompanying financial statements to be delivered pursuant to Clause 21.2(c) (Provision and contents of Compliance Certificate): (i) the ratio of (A) the aggregate of the total unconsolidated assets of the Guarantors excluding the Excluded Assets to (B) the consolidated total assets of the Group excluding Excluded Assets is greater than or equal to eighty five per cent. (85%) and (ii) the ratio of (A) the unconsolidated aggregate earnings before interest, taxes, depreciation and amortisation (calculated on the same basis as EBITDA is calculated but excluding the Excluded EBITDA Entries) of the Guarantors to (B) EBITDA of the Group excluding Excluded EBITDA Entries is greater than or equal to eighty five per cent. (85%).

(b)For the purposes of paragraph (a) above, the consolidated total assets and EBITDA of the Group (i) may exclude the total assets and EBITDA of Subsidiaries with negative assets or negative EBITDA and (ii) shall exclude the total assets and EBITDA of all Subsidiaries which the Agent (acting reasonably) is satisfied are either not eligible (on the basis of the Agreed Security Principles) to be a Guarantor or over whose shares (on the basis of the Agreed Security Principles) no Security is required to be granted.

(c)If at any time after the date of this Agreement:

(i)any new guarantee is granted in favour of any holder or creditor of Pari Passu Indebtedness; or

(ii)any guarantee is amended on terms favourable to the holders or creditors of Pari Passu Indebtedness;

then, at the same time any such grant or amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including accessions pursuant to Clause 26 (Changes to the Obligors)) to procure that the Finance Parties receive the benefit of the same or substantially the same new guarantee (on the same or substantially the same terms and conditions) or receive the benefit of the same or substantially the same amended terms (as the case may be) in substance and form satisfactory to the Agent (acting reasonably).

(d)With respect to any guarantee granted or to be granted by any member of the Group pursuant to paragraph (c) above, the obligation shall be subject always to the Agreed Security Principles.

23.25MFN to Financial Covenants and Mandatory Prepayments

(a)If at any time:

(i)any new financial covenant is put in place in favour of any holder or creditor of Pari Passu Indebtedness; or

(ii)the levels of any financial covenant in favour of the holders or creditors of Pari Passu Indebtedness is or is amended to become more stringent than the levels of the same or an equivalent financial covenant in favour of the Finance Parties under this Agreement;

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then, at the same time any such financial covenant is put in place, becomes more stringent or such amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including entering into an amendment and restatement of this Agreement) to procure that the Finance Parties receive the benefit of the same or substantially the same financial covenants (on the same or substantially the same terms and conditions and at substantially the same levels) (as the case may be) in substance and form satisfactory to the Agent (acting reasonably).

(b)If at any time:

(i)any new mandatory prepayment provision is put in place in favour of any holder or creditor of Pari Passu Indebtedness; or

(ii)any mandatory prepayment provision in favour of the holders or creditors of Pari Passu Indebtedness is or is amended to become more favourable than any mandatory prepayment provision in favour of the Finance Parties under this Agreement;

then, at the same time any such mandatory prepayment provision is put in place, or such amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including entering into an amendment and restatement of this Agreement) to procure that the Finance Parties receive the benefit of the same or substantially the same mandatory prepayment provisions (on the same or substantially the same terms and conditions) (as the case may be) in substance and form satisfactory to the Agent (acting reasonably), it being understood, for the avoidance of doubt, that the application of a premium or make-whole to the amount of a mandatory prepayment that, in each case, is customary for the relevant type of note or instrument will not be taken into account in determining whether or not the relevant mandatory prepayment is more favourable.

23.26Structure Memorandum

The Parent shall not amend the Structure Memorandum in a way that is reasonably likely to be materially prejudicial to the interests of the Lenders without the consent of the Majority Lenders (acting reasonably).

24.EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 24 is an Event of Default. Without prejudice to any right or remedy available to the Finance Parties under this Agreement or any applicable law, any Event of Default constitutes, as applicable, a termination event (clausola risolutiva espressa) pursuant to article 1456 of the Italian Civil Code, a withdrawal event (causa di recesso) pursuant to article 1845 of the Italian Civil Code and/or an event or circumstance having the same effects as the circumstances set out in article 1186 of the Italian Civil Code.

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24.1Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless such failure to pay is due to administrative or technical error and payment is made within three (3) Business Days of its due date.

24.2Financial covenants and other obligations

Any requirement of Clause 22 (Financial Covenants) is not satisfied or an Obligor does not comply with the provisions of Clauses 23.7 (Negative pledge), 23.8 (Disposals), 23.20 (Use of proceeds and Sanctions), 23.21 (Anti-Corruption), 23.11 (Dividends and share redemption) or Clause 23.12 (Priority Financial Indebtedness).

24.3Other obligations

(a)An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment) and Clause 24.2 (Financial covenants and other obligations)).

(b)No Event of Default under paragraph (a) above will occur if (i) the failure to comply is capable of remedy and is remedied within twenty (20) Business Days of the Agent giving notice to the Parent or relevant Obligor or the Parent or an Obligor becoming aware of the failure to comply.

24.4Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made and, if capable of cure, is not cured within twenty (20) Business Days.

24.5Cross-default

(a)Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b)Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d)Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e)No Event of Default will occur under this Clause 24.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling

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within paragraphs (a) through (d) above is less than €50,000,000 or its equivalent in any other currency or currencies (or, following completion of the Mergers, US$75,000,000 or its equivalent in any other currency or currencies).

24.6Insolvency

(a)An Obligor or Material Subsidiary is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b)The value of the assets of any Obligor (other than the Parent) or Material Subsidiary is less than its liabilities (taking into account contingent and prospective liabilities) and such circumstances continue for sixty (60) days commencing on the earlier of the date when the directors of such Obligor acknowledge or have evidence that such circumstances exist; or

(c)Any circumstance contemplated under Section 2447 of the Italian Civil Code occurs in relation to the Parent and:

(i)no shareholders meeting takes place for the recapitalisation of the Parent; or

(ii)the recapitalisation of the Parent is not completed,

in each case within sixty (60) days of the earlier of the date when the directors of the Parent acknowledge or have evidence that the aforementioned circumstance is in existence.

(d)A moratorium is declared in respect of any indebtedness of an Obligor or Material Subsidiary.  If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

24.7Insolvency proceedings

(a)Any corporate action, legal proceedings or other procedure or step (including a petition or a judicial or court order) is taken or filed in relation to:

(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, bankruptcy, other insolvency proceedings or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Obligor (other than the Parent) or Material Subsidiary;

(ii)a composition, compromise, assignment or arrangement with any creditor of an Obligor (other than the Parent) or Material Subsidiary;

(iii)the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of an Obligor (other than the Parent) or Material Subsidiary or any of its

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assets (save with respect to Invest Games S.A. as stated in the Structure Memorandum);

(iv)enforcement of any Security over any assets of an Obligor (other than the Parent) or Material Subsidiary;

(v)enforcement of any Security over any asset or assets of the Parent having an aggregate value greater than or equal to €50,000,000 or its equivalent in any other currency or currencies (or, following completion of the Mergers, US$75,000,000 or its equivalent in any other currency or currencies); or

(vi)Italian Insolvency Proceedings,

or any analogous procedure or step is taken in any jurisdiction.

(b)Paragraph (a) shall not apply to:

(i)any winding-up petition against any Obligor (other than the Parent) or Material Subsidiary which is frivolous or vexatious and is discharged, stayed or dismissed within sixty (60) days of commencement or, if earlier, the date on which it is advertised; or

(ii)any petition filed by creditors against the Parent in respect of an Italian Insolvency Proceeding to the extent that (a) the Parent is contesting in good faith and by appropriate means such petition, (b) the Parent provides evidence to the Lenders that it is reasonably likely that such petition will be discharged within ninety (90) days of its filing and (c) such petition is discharged within ninety (90) days of its filing.

24.8Creditors’ process

Pursuant to any creditor’s process, any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of an Obligor or Material Subsidiary having an aggregate value greater than or equal to €25,000,000 or its equivalent in any other currency or currencies (or, following completion of the Mergers, US$35,000,000 or its equivalent in any other currency or currencies) and is not discharged within sixty (60) days.

24.9Unlawfulness and invalidity

(a)It is or becomes unlawful for an Obligor to perform any of its material obligations under the Finance Documents.

(b)Any obligation or obligations of any Obligor under any Finance Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c)Any Finance Document ceases to be in full force and effect in any material respect ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

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24.10Cessation of business

Any Obligor or any Material Subsidiary suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a substantial part of its business except as a result of a Permitted Disposal or a Permitted Merger.

24.11Repudiation and rescission of agreements

An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or a material provision thereof or evidences an intention to rescind or repudiate a Finance Document or a material provision thereof.

24.12Litigation

Any litigation, or administrative, proceedings are commenced or threatened in writing against an Obligor or any Material Subsidiary which have been adversely determined, or would be reasonably likely to be adversely determined and if so determined, be reasonably likely to have, a Material Adverse Effect.

24.13Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

24.14ERISA Events of Default

(a)Any ERISA Event shall have occurred with respect to a Plan and such ERISA Event taken together with the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Obligors and the ERISA Affiliates related to such ERISA Event) and shall have caused, or shall reasonably be expected to cause, a Material Adverse Effect.

(b)Any ERISA Event shall have occurred with respect to a plan that shall have caused or shall be reasonably be expected to have a Material Adverse Effect.

(c)Any Obligor or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Obligors and the ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), shall be reasonably expected to cause a Material Adverse Effect.

(d)Any Obligor or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of title IV of ERISA, and as a result of such termination the aggregate annual contributions of the Obligors and the ERISA Affiliates to all Multiemployer Plans that are then in reorganisation or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer plans immediately preceding the

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plan year in which such termination occurs by an amount that shall be reasonably expected to cause a Material Adverse Effect.

24.15US Insolvency Proceedings

(a)An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction in the United States seeking:

(i)relief in respect of any Obligor or Material Subsidiary, or of a substantial part of the property or assets of any Obligor or Material Subsidiary, under US Bankruptcy Law;

(ii)the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or Material Subsidiary or for a substantial part of the property or assets of any Obligor or Material Subsidiary; or

(iii)the winding-up or liquidation of any Obligor or Material Subsidiary,

and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered.

(b)Any Obligor or Material Subsidiary shall:

(i)voluntarily commence any proceeding or file any petition seeking relief under US Bankruptcy Law; or

(ii)apply for or consent to the appointment, pursuant to the laws of the United States or any state thereof, of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or Material Subsidiary or for a substantial part of the property or assets of any Obligor or Material Subsidiary.

24.16Acceleration

(a)On and at any time after the occurrence of an Event of Default:

(i)set forth in Clauses 24.1 (Non-payment), 24.2 (Financial covenants and other obligations), and 24.5 (Cross default), which is continuing, the Agent may (and, if so instructed by the Majority Lenders, shall) by notice to the Parent, declare that an Event of Default has occurred and terminate (risolvere) this Agreement in accordance with article 1456 of the Italian Civil Code;

(ii)set forth in Clauses 24.3 (Other obligations), 24.4 (Misrepresentation), 24.6 (Insolvency), 21.7 (Insolvency proceedings), 24.8 (Creditors’ process), 24.9 (Unlawfulness and invalidity), 24.10 (Cessation of business), 24.11 (Repudiation and rescission of agreements), 24.12 (Litigation), 21.13 (Material Adverse Change), and 24.15 (US Insolvency Proceedings), which is continuing, the Agent may (and, if so instructed by the Majority Lenders, shall) withdraw (recedere) from

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this Agreement by notice to the Parent pursuant to article 1845 of the Italian Civil Code.

(b)This Agreement will further be considered terminated pursuant to article 1454 of the Italian Civil Code upon occurrence of an Event of Default which is continuing (including with respect to an Event of Default which allow to terminate this Agreement pursuant to paragraph (a)(i) or to withdraw from this Agreement pursuant to paragraph (a)(ii) above) if the Majority Lenders do not want to proceed to terminate or withdraw from this Agreement pursuant to, respectively, paragraph (a)(i) and/or paragraph (a)(ii) above, provided that:

(i)the default is not immaterial (non riveste scarsa importanza);

(ii)such default is not remedied within fifteen (15) Business Days following the receipt by the Parent of a warning of compliance (diffida ad adempiere) within a specified period of time as determined in writing by the Agent in compliance with the applicable law.

(c)Upon receipt a notice of termination or withdrawal pursuant to the above paragraphs (a)(i), (a)(ii) and/or (b) above, or after the occurrence of one of the circumstances set forth in article 1186 of the Italian Civil Code, and with immediate effect (in the case of a notice set pursuant to paragraph (a)(i) above or in the case of occurrence of one of the circumstances set forth in article 1186 of the Civil Code) or with effect upon the elapse of fifteen (15) Business Days (in the case of a notice sent pursuant to paragraphs (a)(ii) and (b) above):

(i)the Total Commitments shall immediately be cancelled;

(ii)all the Utilizations shall become payable on demand by the Agent on the instructions of the Majority Lenders; and

(iii)the Majority Lenders shall be entitled to exercise or direct the Agent to exercise any or all of their rights, remedies, powers or discretions under the Finance Documents.

(d)The Parties agree that the provisions set out in Clause 14 (Tax Gross Up and Indemnities), Clause 15 (Increased Costs), and Clause 18 (Costs and Expenses) shall survive the termination (risoluzione), withdrawal (recesso) and/or acceleration (decadenza dal beneficio del termine).

(e)The rights and remedies set out in this Clause 24.16 are in addition to any other right or remedy available to the Finance Parties under this Agreement or any applicable law.

(f)If an Event of Default occurs under Clause 24.15 (US Insolvency Proceedings) in respect of an Obligor:

(i)the Commitments shall immediately be cancelled; and

(ii)all of the Loans, together with accrued interest, and all other amounts accrued under the Finance Documents shall be immediately due and payable;

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in each case automatically and without any direction, notice, declaration or other act.

25.CHANGES TO THE LENDERS

25.1Assignments and transfers by the Lenders

Subject to this Clause 25.1, a Lender (the “Existing Lender”) may, pursuant to articles 1406 and following, and articles 1263 and following (as applicable), of the Italian Civil Code:

(a)assign any of its rights; or

(b)transfer any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”) and it is (i) not a Blacklisted Resident Entity and (ii) a person authorised under applicable Italian law or regulation to (x) make loans to a borrower incorporated in Italy; or (y) acquire participations in or provide guarantees or cash cover in relation to loans made to a borrower incorporated in Italy.

Any transfer under this Clause 25.1 shall be construed and interpreted as full or partial transfer of contract (cessione del contratto totale o parziale) pursuant to article 1406 et seq. of the Italian Civil Code (or, to the extent necessary, as an assignment of rights (cessione dei crediti) pursuant to article 1260 et seq. of the Italian Civil Code and, to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its obligations under the Finance Documents, an assumption without recourse of obligations (accollo liberatorio) pursuant to article 1273 of the Italian Civil Code).

25.2Conditions of assignment or transfer

(a)Except where such assignment or transfer is from a Lender to an Affiliate, another Lender or a Related Fund, the minimum amount of any assignment or transfer undertaken pursuant to this Clause 25 must be greater than or equal to €5,000,000.

(b)The consent of the Parent shall be required for any assignment or transfer by an Existing Lender of any of such Existing Lender’s rights or obligations under this Agreement, unless the transfer or assignment is:

(i)to another Lender or an Affiliate of a Lender; or

(ii)following an Event of Default which is continuing.

Where the consent of the Parent is required it shall not be unreasonably withheld or delayed, and shall be deemed to have been given if no response has been received from the Parent within five (5) Business Days of the date of the request for its consent.

(c)An assignment will only be effective on:

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(i)receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it had been an Original Lender;

(ii)if there is a Register, the recordation of such assignment on the Register; and

(iii)the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender.

(d)If:

(i)a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax Gross Up and Indemnities) or Clause 15.1 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in relation to Clause 14.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii)(B) of Clause 14.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender.

(e)Any Lender may, without the consent of any Obligor, at any time sub-participate or sub-contract any of its rights or obligations under the Finance Documents.

(f)By becoming party to this Agreement each Obligor expressly grants its consent to any assignment or transfer of the rights and obligations from an Existing Lender to a New Lender for the purposes of article 1407 of the Italian Civil Code.

25.3Assignment or transfer fee

Unless the Agent otherwise agrees and excluding an assignment or transfer (i) to an Affiliate of a Lender, (ii) to a Related Fund or (iii) made in connection with primary syndication of the Facilities, the New Lender shall, on the date upon which an

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assignment or transfer takes effect, pay to the Agent (for its own account) a fee of €1,500 (or, following completion of the Mergers, €2,000).

25.4Limitation of responsibility of Existing Lenders

(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii)the financial condition of any Obligor;

(iii)the performance and observance by any Obligor or any other member of the Group of its obligations under the Finance Documents or any other documents; or

(iv)the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and

(ii)will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)Nothing in any Finance Document obliges an Existing Lender to:

(i)accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25; or

(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

25.5Procedure for transfer

Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the

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Existing Lender and the New Lender and, if there is a Register, the transfer is recorded on the Register.

(a)The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b)The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender.

(c)Subject to Clause 25.9 (Pro rata interest settlement) on the Transfer Date:

(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by way of transfer of contract, by assignment or by assumption and its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii)each of the Obligors and the New Lender shall assume obligations towards one another or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed or acquired the same in place of that Obligor and the Existing Lender;

(iii)the Agent, the New Lender, the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)the New Lender shall become a Party as a “Lender”.

25.6Procedure for assignment

(a)Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.  The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

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(b)The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c)Subject to Clause 25.9 (Pro rata interest settlement), on the Transfer Date:

(i)the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii)the Existing Lender will be released by the Borrowers and the other Finance Parties from the obligations owed by it (the “Relevant Obligations”) expressed to be the subject of the release in the Assignment Agreement; and

(iii)the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

(d)Lenders may utilise procedures other than those set out in this Clause 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 25.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender); provided that they comply with the conditions set out in Clause 25.2 (Conditions of assignment or transfer).

25.7Copy of Transfer Certificate or Assignment Agreement to Parent

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Parent a copy of that Transfer Certificate or Assignment Agreement.

25.8Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 25, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of such Lender including, without limitation:

(a)any charge, assignment or other Security to secure obligations to a federal reserve or central bank, including using such rights as “attività non negoziabili” to be assigned by way of security for the benefit of the European Central Bank or the Bank of Italy for refinancing purposes in the context of the so called “Abaco” procedure (attivi bancari collateralizzati), pursuant to the rules named “Strumenti di politica monetaria dell’Eurosistema” applicable from time to time; and

(b)in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of

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obligations owed, or securities issued, by such Lender as Security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i)release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii)require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

25.9Pro rata interest settlement

If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 25.5 (Procedure for transfer) or any assignment pursuant to Clause 25.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(a)any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six (6) Months, on the next of the dates which falls at six (6) Monthly intervals after the first day of that Interest Period); and

(b)the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(i)when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(ii)the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 25.9, have been payable to it on that date, but after deduction of the Accrued Amounts.

25.10Disclosure to numbering service providers

(a)Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and one or more Obligors the following information:

(i)names of Obligors;

(ii)country of domicile of Obligors;

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(iii)place of incorporation of Obligors;

(iv)date of this Agreement;

(v)the names of the Agent and the Arrangers;

(vi)date of each amendment and restatement of this Agreement;

(vii)amount of Total Commitments;

(viii)currencies of the Facilities;

(ix)type of Facilities;

(x)ranking of Facilities;

(xi)Final Maturity Date for Facilities;

(xii)changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and

(xiii)such other information agreed between such Finance Party and the Parent,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b)The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c)Each Obligor represents that none of the information set out in paragraphs (i) to (xiii) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

(d)The Agent shall notify the Parent and the other Finance Parties of:

(i)the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and one or more Obligors; and

(ii)the number or, as the case may be, numbers assigned to this Agreement, the Facilities and one or more Obligors by such numbering service provider.

25.11The Register

In the event that a Borrower is a US Tax Obligor:

(a)the Agent, acting solely for this purpose as the agent of the Obligors (and to the extent necessary for the Facilities to be considered as being in registered form

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for US federal income tax purposes), shall maintain at its address referred to in Clause 32 (Notices):

(i)a copy of each notice and written confirmation referred to in Clause 25.2 (Conditions of assignment or transfer) and in Clause 25.5 (Procedure for transfer) delivered to and accepted by it; and

(ii)with respect to each Facility, a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts (and related interest amounts) owing to, each Lender from time to time (the “Register”) under such Facility.

The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Obligors, the agents and the Lenders shall treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by any Obligor at any reasonable time and from time to time upon reasonable prior notice. This Clause 25.11 shall be construed so that each Facility is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations).

Each Party to this Agreement irrevocably authorises the Agent to make the relevant entry in the Register on its behalf for the purposes of this Clause 25.11 without any further consent of, or consultation with, such Party.

26.CHANGES TO THE OBLIGORS

26.1Assignment and transfers by Obligors

Save in the context of a Permitted Merger or as contemplated by this Clause 26, no Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

26.2New Facility B Borrower Accession

(a)During the Second Facility B Availability Period:

(i)the New Facility B Borrower shall accede to this Agreement as the Borrower under Facility B by delivering a duly completed Accession Letter; and

(ii)the Agent shall receive all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the New Facility B Borrower, each in form and substance satisfactory to the Agent,

(collectively, the “New Facility B Borrower Accession”).

(b)The Parent undertakes to resign as the Borrower under Facility B with effect from such time at which the Facility B Repayment is effected, at which time the Parent shall cease to be the Borrower under Facility B (but in each case not, for

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the avoidance of doubt, under Facility A) and shall have no further rights or obligations under the Finance Documents as the Borrower under Facility B.

(c)If the accession of the New Facility B Borrower as the Borrower under Facility B obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other checks in relation to any relevant person pursuant to the accession of the New Facility B Borrower to this Agreement as the Borrower under Facility B.

26.3Additional Guarantors

(a)Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 21.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor.

(b)Subject always to the provisions of Clause 23.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that:

(i)such members of the Group which are listed at Part V of Schedule 1 will accede to this Agreement as Additional Guarantors on the same date as such members of the Group accede as guarantors of the Existing GTECH Revolving Credit Facilities; and

(ii)from time to time thereafter, each member of the Group required to comply with Clause 23.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor,

in each case subject to delivery of the documentation referred to in paragraph (c)(iii) below.

(c)A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Guarantor if:

(i)other than with respect to those Additional Obligors set out at paragraph (b) above, the Majority Lenders have approved that member of the Group;

(ii)the Parent and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Letter; and

(iii)the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Obligor, each in form and substance satisfactory to the Agent.

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(d)In the case of an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 19.13 (Italian guarantee limitations).

(e)The Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).

(f)Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

26.4Resignation of a Guarantor

(a)The Parent may request that a Guarantor ceases to be a Guarantor by delivering to the Agent a Resignation Letter if:

(i)that Guarantor is being disposed of by way of a Third Party Disposal and the Parent has confirmed this is the case;

(ii)following the completion of any Permitted Transaction, any Guarantor ceases to be a Material Subsidiary; or

(iii)all the Lenders have consented to the resignation of that Guarantor.

(b)The Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if:

(i)the Parent has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter; and

(ii)no payment is due from the Guarantor under Clause 19.1 (Guarantee and indemnity).

(c)The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.

26.5Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and warranties referred to in paragraph (a)(ii) of Clause 20.24 (Repetition) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

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27.ROLE OF THE AGENT, THE MANDATED LEAD ARRANGERS AND OTHERS

27.1Appointment

(a)Each of the Mandated Lead Arrangers and the Lenders hereby irrevocably appoints Mediobanca — Banca di Credito Finanziario S.p.A. to act on its behalf as the Agent (and, in particular, for the purposes of Italian law, as mandatario con rappresentanza (common representative)) hereunder and under the other Finance Documents and authorises the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(b)Each of the Mandated Lead Arrangers and the Lenders authorises the Mandated Lead Arrangers to exercise the rights, powers, authorities and discretions specifically given to the Mandated Lead Arrangers under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(c)Unless otherwise expressly stated, the provisions of this Clause 27 are solely for the benefit of the Agent, the Mandated Lead Arrangers, the Lenders and no Obligor shall have rights as a third party beneficiary of any of such provisions.

27.2Rights as a Lender

The person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the person serving as the Agent hereunder in its individual capacity.  Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such person were not the Agent hereunder and without any duty to account therefor to the Lenders.

27.3Duties of the Agent

(a)The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to it for that Party by any other Party.

(b)Without prejudice to Clause 25.7 (Copy of Transfer Certificate or Assignment Agreement to Parent), paragraph (a) above shall not apply to any Transfer Certificate or Assignment Agreement.

(c)Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d)If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

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(e)If the Agent is aware of the non-payment of any principal, interest or fee payable to a Finance Party (other than the Agent or the Arrangers) under this Agreement, it shall promptly notify the other Finance Parties.

(f)The duties of the Agent under the Finance Documents are solely mechanical and administrative in nature.

(g)The Agent, acting solely for this purpose as agent of the Obligors, shall maintain the Register referred to in Clause 25.11 (The Register).

(h)Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Mandated Lead Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law, regulation or a breach of a fiduciary duty or duty of confidentiality.

27.4Roles of the Mandated Lead Arrangers

Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.

27.5No fiduciary duties

(a)Nothing in this Agreement constitutes the Agent or the Mandated Lead Arrangers as a trustee or fiduciary of any other person.

(b)None of the Agent and Mandated Lead Arrangers shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

27.6Business with the Group

The Agent and Mandated Lead Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

27.7Rights and discretions of the Agent

The Agent:

(a)may rely on any representation, notice or document believed by them to be genuine, correct and appropriately authorised;

(b)may rely on any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and

(c)may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.

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27.8Majority Lenders’ instructions

(a)Unless a contrary indication appears in a Finance Document, the Agent shall exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent).

(b)Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

(c)The Agent is not authorised to act on behalf of a Lender (without first obtaining such Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

(d)In making any determination with a view to granting or refusing a consent under this Agreement, the Majority Lenders shall act reasonably in making such determination.

27.9Exculpatory Provisions

The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Finance Documents.  Without limiting the generality of the foregoing, the Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Finance Documents that it is required to exercise as directed in writing by the Majority Lenders (or such other number of percentage of the Lenders as shall be expressly provided for herein or in the Finance Documents); provided that it shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose it to liability or that is contrary to any Finance Document or applicable law;

(c)shall not, except as expressly set forth herein and in the other Finance Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to a Borrower or any of its Affiliates that is communicated to or obtained by the person serving as the Agent or any of its Affiliates in any capacity;

(d)shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as it shall believe in good faith shall be necessary, under the circumstances as provided in Clauses 37.1 (Required consents) and 24.16 (Acceleration)) or (ii) in the absence of its own gross negligence or wilful misconduct.  The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is

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given to it by the Borrowers, a Lender or another agent of the Finance Parties under this Agreement; and

(e)shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Finance Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Finance Document or any other agreement, instrument or document.

27.10Reliance by the Agent

(a)The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person.

(b)The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon.

(c)In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.

(d)The Agent may consult with legal counsel (who may be counsel for a Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

27.11Replacement of the Agent

(a)After consultation with the Parent, the Majority Lenders may, by giving thirty (30) days’ notice to the Agent (or, where any one of them is an Impaired Agent, by giving such shorter notice agreed to by the Majority Lenders), replace the Agent by appointing a successor which shall be a bank with offices in the United States and Italy, or an Affiliate of any such bank with offices in the United States and Italy.

(b)The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

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(c)The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent.  As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d)Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

27.12Delegation of Duties

(a)The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Finance Document by or through any one or more sub-agents appointed by the Agent.

(b)The Agent and any such sub-agent may perform all of its duties and exercise its rights and powers by or through their respective Related Parties.

(c)The provisions of Clause 27.9 (Exculpatory Provisions) shall apply to any such sub-agent and to the Related Parties of the Agent and shall apply to their respective activities in connection with the syndication of the Facilities provided for herein as well as activities as the Agent.

27.13Resignation of the Agent

(a)The Agent may at any time give notice of its resignation to the Lenders, the other agents to the Finance Parties under this Agreement and the Borrowers.

(b)Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with offices in the United States and Italy, or an Affiliate of any such bank with offices in the United States and Italy.

(c)If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring agent may on behalf of the Lenders and the other agents to the Finance Parties under this Agreement, appoint a successor agent meeting the qualifications set forth above and any such appointment made by the agent shall be deemed to be accepted by the Lenders and the relevant agents.

(d)Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) agent, and the retiring agent shall be discharged from all of its duties and obligations hereunder or under the other Finance Documents.

(e)The fees payable by the Borrowers to a successor agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.

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(f)After the retiring agent’s resignation hereunder and under the other Finance Documents, the provisions of this Clause 27 and Clause 18 (Costs and Expenses) shall continue in effect for the benefit of such retiring agent and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring agent was acting as agent.

(g)Upon the acceptance of a successor’s appointment as the Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring agent and (ii) the retiring agent shall be discharged from all of its respective duties and obligations hereunder or under the other Finance Documents.

(h)The retiring agent shall, at its own cost, make available to the successor agent such documents and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions under the Finance Documents.

(i)The Agent shall resign in accordance with paragraph (a) and (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i)the Agent fails to respond to a request under Clause 14.9 (FATCA Information) and the Parent or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)the information supplied by the Agent pursuant to Clause 14.9 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)the Agent notifies the Parent and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Parent or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Parent or such Lender, by notice to the Agent, requires it to resign.

27.14Non-Reliance on the Agent and the Other Finance Parties

Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Finance Party or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender acknowledges that it will, independently and without reliance upon the Agent or any other Finance Party or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not

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taking action under or based upon this Agreement, any other Finance Document or any related agreement or any document furnished hereunder or thereunder and that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including:

(a)the financial condition, status and nature of each member of the Group;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c)whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d)the adequacy, accuracy or completeness of any other information provided by the Agent, any Party or any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

27.15Responsibility for documentation

None of the Agent and Mandated Lead Arrangers:

(a)is responsible for the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent and Mandated Lead Arrangers, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents; or

(b)is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

27.16Exclusion of liability

(a)Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 30.11 (Disruption to Payment Systems, etc.)), the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee

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or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause 27.16.

(c)The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the relevant agent for that purpose.

(d)Nothing in this Agreement shall oblige the Agent or the Mandated Lead Arrangers to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender, and each Lender confirms to the Agent and Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or Mandated Lead Arrangers.

27.17Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 30.11 (Disruption to Payment Systems, etc.), notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as the Agent under the Finance Documents (unless the relevant agent has been reimbursed by an Obligor pursuant to a Finance Document).

27.18Confidentiality

(a)In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of the Agent it may be treated as confidential to that division or department, and the relevant agent shall not be deemed to have notice of it.

(c)Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Mandated Lead Arrangers are obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

27.19Relationship with the Lenders

Subject to Clause 25.9 (Pro rata interest settlement), the Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility

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Office unless it has received not less than five (5) Business Days’ prior notice from such Lender to the contrary in accordance with the terms of this Agreement.

27.20Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents, the relevant agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents, that Party shall be regarded as having received any amount so deducted.

28.CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

29.SHARING AMONG THE FINANCE PARTIES

29.1Payments to Finance Parties

(a)If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 30 (Payment Mechanics) and applies that amount to a payment due under the Finance Documents, then:

(i)the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent;

(ii)the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 30 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(iii)the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 30.6 (Partial payments).

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29.2Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 30.6 (Partial payments).

29.3Recovering Finance Party’s rights

(a)On a distribution by the Agent under Clause 29.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b)If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

29.4Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 29.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b)that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled, and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

29.5Exceptions

(a)This Clause 29 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 29, have a valid and enforceable claim against the relevant Obligor.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings if:

(i)it notified the other Finance Party of the legal or arbitration proceedings; and

(ii)the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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30.PAYMENT MECHANICS

30.1Payments to the Agent

(a)On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date not later than 1:00 p.m. (Milan time) and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.  All payments received by the Agent after the above mentioned times, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to Euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies.

30.2Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.3 (Distributions to an Obligor) and Clause 30.4 (Clawback), be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office) to such account as that Party may notify to the Agent by not less than five (5) Business Days’ notice with a bank in the principal financial centre of a Participating Member State or London).

30.3Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 31 (Set-Off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.4Clawback

(a)Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)If the Agent pays an amount to another Party and it proves to be the case that the agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the relevant agent shall on demand refund the same to the Agent together with

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interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

30.5Impaired Agent

(a)If, at any time, the Agent becomes an Impaired Agent, then an Obligor or a Lender which is required to make a payment under the Finance Documents to the relevant agent in accordance with Clause 30.1 (Payments to the Agent) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents.  In each case such payments must be made on the due date for payment under the Finance Documents.

(b)All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(c)A Party which has made a payment in accordance with this Clause 30.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d)Promptly upon the appointment of a successor agent in accordance with Clause 27.10 (Reliance by the Agent), each Party which has made a payment to a trust account in accordance with this Clause 30.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor agent for distribution in accordance with Clause 30.2 (Distributions by the Agent).

30.6Partial payments

(a)Subject to this Clause 30.6 if the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:

(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under those Finance Documents;

(ii)secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;

(iii)thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and

(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

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(b)The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c)Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

30.7No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) counterclaim, recoupment or setoff.

30.8Business Days

(a)Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.9Currency of account

(a)Subject to paragraph (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.

(c)Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e)Any amount expressed to be payable in a currency other than Euro shall be paid in that other currency.

30.10Change of currency

(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country

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designated by the Agent (after consultation with the Borrowers and with the consent of each Lender); and

(ii)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably and with the consent of each Lender).

(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrowers and with the consent of each Lender) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the European interbank market and otherwise to reflect the change in currency.

30.11Disruption to Payment Systems, etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by a Borrower that a Disruption Event has occurred:

(a)the Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

(b)the Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)any such changes agreed upon by the Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 37 (Amendments and Waivers);

(e)the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and

(f)the Agent shall notify the Finance Parties of all changes agreed upon pursuant to paragraph (d) above.

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30.12USA Patriot Act notice

(a)Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Obligors that, pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender or the Agent (as applicable) to identify such Obligor in accordance with the USA Patriot Act.  Each of the Obligors shall, and shall cause each of its Subsidiaries to, provide such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and the Lenders in maintaining compliance with the USA Patriot Act.

(b)Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, the covenants under paragraph (a) above shall not be made to or for the benefit of any Specified Lender, no Specified Lender shall have any rights under such paragraph and each Specified Lender shall be deemed not to be a Lender solely for purposes of calculating any consent or vote of the Majority Lenders under Clause 24.16 (Acceleration) with respect to any breach of such paragraph (but in each case without prejudice to any other rights or obligations of any Specified Lender as a consequence of any Default occurring as a result of any breach of such paragraph).

31.SET-OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

32.NOTICES

32.1Notices generally

Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Clause 32.3 (Electronic Communications) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(a)if to the Original Obligors, to the address, fax number, electronic mail address or telephone number specified for such person below, with respect to the Original Borrower as set out in Schedule 11 (Original Borrower’s Details);

(b)if to any Mandated Lead Arranger, to the address, fax number, electronic mail address or telephone number specified for such person below;

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(c)if to the Agent, to the address, fax number, electronic mail address or telephone number specified in Schedule 10 (Agent’s Details); and

(d)if to any other Finance Party, to the address, fax number, electronic mail address or telephone number specified in the Administrative Questionnaire supplied by the Agent.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by fax shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in Clause 32.3 (Electronic Communications) below shall be effective as provided in such Clause.

32.2Communication with Impaired Agent

If the Agent is an Impaired Agent, then the Parties other than the Impaired Agent may, instead of communicating with each other through the relevant agent, communicate with each other directly and (while the relevant agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the relevant agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly.  This provision shall not operate after a replacement agent has been appointed.

32.3Electronic Communications

Notices and other communications to or by the Lenders or the Agent hereunder or in connection with any Finance Document may be delivered or furnished by electronic mail (including in unencrypted form) or other electronic means pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Clause 5 (Utilisation) if such Lender has notified the Agent that it is incapable of receiving notices under such Clause by electronic communication.  Each agent for a Finance Party or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless an agent for a Finance Party otherwise prescribes, notices and other communications sent to an electronic mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return electronic mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

32.4The Platform

The platform is provided “as is” and “as available”.  The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the

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adequacy of the platform, and expressly disclaim liability for errors in or omissions from the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any agent party in connection with the Borrower Materials or the platform.  In no event shall the Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender or any other person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Borrower, any Lender or any other person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

32.5Change of address, etc.

Each of the Mandated Lead Arrangers, the Obligors and the Agent, may change its address, fax or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Finance Party may change its address, fax or telephone number for notices and other communications hereunder by notice to the Borrowers and the Agent.  In addition, each Lender agrees to notify the Agent from time to time to ensure that the Agent has on record an effective address, contact name, telephone number, fax number and electronic mail address to which notices and other communications may be sent and accurate wire instructions for such Lender.

32.6Reliance by the Agent

The Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Utilisation Requests) purportedly given by or on behalf of a Borrower even if (a) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (b) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  Each Borrower shall indemnify the Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such person on each notice purportedly given by or on behalf of a Borrower.  All telephonic notices to and other telephonic communications with the Agent may be recorded by the Agent, and each of the parties hereto hereby consents to such recording.

32.7Use of websites

(a)Each Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Borrowers and the Agent (the “Designated Website”) if:

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(i)the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)the information is in a format previously agreed between the Borrowers and the Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically, then the Agent shall notify the Borrowers accordingly, and each Borrower shall at its own cost supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event, each Borrower shall at its own cost supply the Agent with at least one copy in paper form of any information required to be provided by it.

(b)The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrowers and the Agent.

(c)The Borrowers shall promptly upon becoming aware of its occurrence notify the Agent if:

(i)the Designated Website cannot be accessed due to technical failure;

(ii)the password specifications for the Designated Website change;

(iii)any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)the Borrowers become aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If a Borrower notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by a Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d)Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  Each Borrower shall at its own cost comply with any such request within ten (10) Business Days.

32.8English language

(a)Any notice given under or in connection with any Finance Document must be in English.

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(b)All other documents provided under or in connection with any Finance Document must be:

(i)in English; or

(ii)if not in English and if so required by the Agent, accompanied by a certified English translation, and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

33.CALCULATIONS AND CERTIFICATES

33.1Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

33.3Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days or, in any case where the practice in the European interbank market differs, in accordance with that market practice.

34.TAX CHARACTERIZATION

Each party hereto agrees that, consistent with the specific terms of this Agreement, the loan relationships created hereby shall be treated as resulting in borrowings by and loans to the Borrowers for all US Tax purposes.

35.PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

36.REMEDIES AND WAIVERS

No failure to exercise nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies

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provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

37.AMENDMENTS AND WAIVERS

37.1Required consents

(a)Subject to Clause 37.2 (Exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrowers, and any such amendment or waiver will be binding on all Parties.

(b)The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 37.

(c)Each Obligor agrees to any such amendment or waiver permitted by this Clause 37 which is agreed to by the Borrowers.  This includes any amendment or waiver which would, but for this paragraph (c), require the consent of all of the Guarantors.

37.2Exceptions

(a)An amendment or waiver that has the effect of changing or which relates to:

(i)the definition of “Change of Control” in Clause 1.1 (Definitions);

(ii)the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(iii)an extension to the date of payment of any amount under the Finance Documents;

(iv)a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(v)a change in currency of payment of any amount under the Finance Documents;

(vi)an increase in or an extension of any Commitment or the Total Commitments, an extension of the Availability Period, or any requirement that a cancellation of the Commitments reduces the Commitments of the Lenders rateably;

(vii)a change to the Borrowers or Guarantors other than in accordance with Clause 26 (Changes to the Obligors);

(viii)any provision which expressly requires the consent of all the Lenders;

(ix)Clause 2.2 (Finance Parties’ rights and obligations), Clause 8 (Mandatory Prepayment), Clause 19 (Guarantee and Indemnity), Clause 25 (Changes to the Lenders), Clause 26.4 (Resignation of an Obligor), this Clause 37, Clause 41 (Governing Law) or Clause 42.1 (Jurisdiction),

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shall not be made without the prior consent of all the Lenders.

(b)An amendment or waiver which relates to the rights or obligations of the Agent, the Mandated Lead Arrangers may not be effected without the consent of the Agent, the Mandated Lead Arrangers.

(c)Any amendment or waiver that has the effect of changing or which relates to:

(i)other than as expressly permitted by the provisions of this Agreement, any release of any guarantee or indemnity; or

(ii)any Security (or the nature or scope of the assets expressed to be subject to a Security Document) unless expressly permitted under this Agreement or relating to a sale or disposal of such asset where such sale or disposal is expressly permitted under this Agreement,

in each case following the date on which it is created and perfected pursuant to the provision of this Agreement shall not be made without the consent of the Super Majority Lenders. For the avoidance of doubt any amendment or waiver of the provisions of Clauses 23.23 (Security following Debt Ratings decrease), 23.24 (Guarantor Threshold Test and Additional Guarantors) and to the Agreed Security Principles shall be governed by Clause 37.1 (Required consents).

37.3Replacement of Lender

(a)If at any time any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below) then the Parent may, on five (5) Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Parent, and which is acceptable to the Agent and which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b)The replacement of a Lender pursuant to this Clause 37.3 shall be subject to the following conditions:

(i)the Borrowers shall have no right to replace the Agent pursuant to this Clause 37.3;

(ii)neither the Agent nor the Non-Consenting Lender shall have any obligation to the Borrowers to find a Replacement Lender;

(iii)the replacement must take place no later than ninety (90) days after the date the Non-Consenting Lender notifies the Borrowers and the Agent

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of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Borrowers; and

(iv)in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

(c)In the event that:

(i)the Borrowers or the Agent (at the request of the Borrowers) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents;

(ii)the waiver or amendment in question requires the consent of all the Lenders; and

(iii)Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Commitments prior to that reduction) have consented to such waiver or amendment,

then any Lender who does not and continues not to agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

37.4Disenfranchisement of Defaulting Lenders

(a)For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments or Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitment will be reduced by the amount of its Available Commitment.

(b)For the purposes of this Clause 37.4, the Agent may assume that the following Lenders are Defaulting Lenders:

(i)any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii)any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

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37.5Replacement of a Defaulting Lender

(a)The Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five (5) Business Days’ prior written notice to the Agent and such Lender:

(i)replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;

(ii)require such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or

(iii)require such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facilities,

to a Lender or a Replacement Lender selected by the Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations in Loans on the same basis as the transferring Lender).

(b)Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 37.5 shall be subject to the following conditions:

(i)the Borrowers shall have no right to replace the Agent pursuant to this Clause 37.5;

(ii)neither the Agent nor the Defaulting Lender shall have any obligation to the Parent to find a Replacement Lender;

(iii)the transfer must take place no later than ninety (90) days after the notice referred to in paragraph (a) above; and

(iv)in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

37.6Amendment to correct manifest error

The Agent may (without receiving any instructions from the Majority Lenders) agree with the Borrowers any amendment to or the modification of the provisions of any Finance Document or any schedule or annex thereto, which is necessary to correct a manifest error.

37.7Release of Security on Permitted Disposal and Investment Grade Rating

(a)The Finance Parties shall procure that if an Obligor or a Material Subsidiary has created Security over any of its assets (other than shares) in favour of any of the Finance Parties, which assets subsequently become the subject of a Permitted

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Disposal or any other disposal approved by the Majority Lenders to a person which is not a member of the Group the Finance Parties which are the beneficiaries of such Security will, at the cost and request of the Parent (to the extent that such cost is duly documented), release the Security promptly following the Parent’s request.

(b)The release of the Security referred to in paragraph (a) above shall not become effective until the date of that Permitted Disposal or such earlier date agreed between the Agent and the Parent.

(c)The Finance Parties shall further procure that if at any time following the granting of Security pursuant to Clause 23.23 (Security following Debt Ratings Decrease) all Public Debt Ratings received are at least BBB- or higher by S&P or Fitch or Baa3 or higher by Moody’s (in each case with a stable outlook), the Finance Parties which are the beneficiaries of such Security will at the cost and request of the Parent (to the extent that such cost is duly documented), release the Security promptly following the Parent’s request.  It is understood however that following any such release, the provisions of Clause 23.23 (Security following Debt Ratings Decrease) shall continue with full force and effect and in the event that the relevant trigger conditions are met, the Parent shall again be obliged to procure the granting of Security in accordance with Clause 23.23.

38.NEGOTIATED AGREEMENT

For the purposes of the transparency rules set forth in the CICR Resolution of March 4, 2003 and by the Disposizioni sulla trasparenza delle operazioni e dei servizi bancari e finanziari issued by the Bank of Italy on 20 June 2012 and published in the Italian Official Gazette on 30 June 2012, the Parties hereby acknowledge and confirm that this Agreement (and each of the provisions hereof) has been specifically negotiated with the support of legal advisors on each side.

39.CONFIDENTIALITY

39.1Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 39.2 (Disclosure of Confidential Information) and Clause 25.10 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

39.2Disclosure of Confidential Information

Any Finance Party may disclose:

(a)to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-

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sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)to any person:

(i)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, any securitisation (or similar transaction of broadly equivalent economic effect), or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii)appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;

(iv)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi)to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 25.8 (Security over Lenders’ rights);

(vii)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(viii)who is a Party; or

(ix)with the consent of the Parent;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there

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shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c)to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Parent and the relevant Finance Party;

(d)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information;

(e)to any insurer (including its professional advisers) such Confidential Information as required to be disclosed to enable it to carry out its normal insurance activities in relation to the Finance Documents, the Obligors or its assets if the insurer is informed of its confidential nature; and

(f)to any Sanctions Authority.

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39.3Continuing obligations

The obligations in this Clause 39 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of one (1) year from the earlier of:

(a)the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and the Commitment has been cancelled or otherwise cease to be available; and

(b)the date on which such Finance Party otherwise ceases to be a Finance Party.

40.ITALIAN TRANSPARENCY RULES

Pursuant to and in accordance with the transparency rules (Disposizioni in materia di trasparenza delle operazioni e dei servizi bancari e finanziari. Correttezza delle relazioni tra intermediary e clienti) applicable to transactions and banking and financial services issued by Bank of Italy on 20 June 2012 and published in the Italian official gazette (Gazzetta Ufficiale) on 30 June 2012 (the “Transparency Rules”), the Parties mutually acknowledge and declare that this Agreement and any of its terms and conditions have been negotiated, with the assistance of their respective legal counsels, on an individual basis and, as a result, this Agreement falls into the category of the agreements “che costituiscono oggetto di trattativa individuale” which are exempted from the application of Section II of the Transparency Rules.

41.GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Italian law.

42.ENFORCEMENT

42.1Jurisdiction

(a)The courts of Milan have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).

(b)This Clause 42.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

(c)The parties expressly agree that any Dispute in relation to which a preliminary attempt of the mediation must be mandatorily carried out as condition to the commencement of a judicial action pursuant to Article 5 of Italian Legislative Decree No. 28 of 4 March 2010 (the “Mediation Decree”) shall be submitted to a mediator appointed by Camera di Conciliazione di Milano, a company registered with the register held by Italian Minister of Justice with No. 88 and in accordance with the rules of mediation of Mediation Service — Arbitration Chamber of Milan (the “Mediation Rules”). The mediation shall be carried out pursuant to the Mediation Rules and takes place in Milan.

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(d)The parties agree that the mediator will not be entitled to make any offer of mediation (proposta di mediazione) unless expressly required to do so by all of the negotiating parties.

(e)Nothing in this Clause 42.1 precludes the parties from seeking, from the courts of Milan or any other court of appropriate jurisdiction, injunctions proceedings (procedimenti per ingiunzione), precautionary measures (provvedimenti urgenti e cautelari) and any other judicial actions which fall under one of the categories excluded from the application of the Mediation Decree.

(f)If the matter is not resolved by the mediation process pursuant to the Mediation Rules and in accordance with the maximum period of time set out in the Mediation Decree, paragraph (a) above will apply.

42.2Waiver of Jury Trial

EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LITIGATION IN ANY UNITED STATES FEDERAL OR STATE COURT DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER FINANCE DOCUMENTS OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE LENDER/ BORROWER/GUARANTOR RELATIONSHIP.  Each party hereto hereby acknowledges that this waiver is a material inducement to enter into a business relationship, it has relied on this waiver in entering into this Agreement, and it will continue to rely on this waiver in related future dealings.  Each party hereto hereby further warrants and represents that it has reviewed this waiver with its legal counsel and it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel.  THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED OTHER THAN BY A WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS CLAUSE 42.2 AND EXECUTED BY EACH OF THE PARTIES HERETO.  In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1
THE ORIGINAL PARTIES

PART I
THE ORIGINAL OBLIGORS

Name of Original Borrower	Registration number (or equivalent, if any) and Jurisdiction of Incorporation
GTECH S.p.A.	08028081001 Italy
Name of Original Guarantor	Registration number (or equivalent, if any) and Jurisdiction of Incorporation
GTECH Corporation	090517 Delaware

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PART II A
THE ORIGINAL INTERNATIONAL LENDERS

Name of Original International Lender	Commitment Euro	Treaty Passport Scheme Reference Number	Jurisdiction of Tax Residence
BNP Paribas, Italian Branch	200,000,000	005/B/0255139/DTTP	France
UniCredit Bank AG, Milan Branch	200,000,000	7/U/237605/DTTP	Germany

PART II B
THE ORIGINAL ITALIAN LENDERS

Name of Original Italian Lender	Commitment Euro	Treaty Passport Scheme Reference Number	Jurisdiction of Tax Residence
Intesa SanPaolo S.p.A.	200,000,000	n/a	Italy
Mediobanca — Banca di Credito Finanziario S.p.A.	200,000,000	n/a	Italy

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PART III
THE MANDATED LEAD ARRANGERS

Banca IMI S.p.A.

BNP Paribas, Italian Branch

Mediobanca — Banca di Credito Finanziario S.p.A.

UniCredit Bank AG, Milan Branch

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PART IV
THE INITIAL MATERIAL SUBSIDIARIES

As at the date of this Agreement:

·GTECH Corporation

·GTECH Global Services Corporation Limited

·Lotterie Nazionali S.r.l.

·Lottomatica Scommesse S.r.l.

·Lottomatica Videolot Rete S.p.A.

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PART V

MERGER ACCEDING GUARANTORS

·Double Down Interactive LLC

·Georgia Worldwide PLC (with respect to Facility B only)

·GTECH Canada ULC

·GTECH Foreign Holdings Corporation

·GTECH Germany GmbH

·GTECH Rhode Island LLC

·GTECH USA, LLC

·IGT

·International Game Technology

·Lottomatica Holding S.r.l.

·GTECH Holdings Corporation

·Invest Games S.A.

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SCHEDULE 2
CONDITIONS PRECEDENT

PART I
CONDITIONS PRECEDENT TO INITIAL UTILISATION

1.The Original Obligors

(a)A certificate of the Parent (signed by an authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.

(b)A certificate of an authorised signatory of each Original Obligor certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(c)A copy of the constitutional documents of the Original Borrower, being its statuto and atto costititutivo.

(d)In the case of the Original Guarantor:

(i)a solvency certificate signed by the chief financial officer or chief accounting officer in form and substance satisfactory to the Agent and its counsel; and

(ii)a certificate as to existence and good standing from the appropriate governmental authorities in its jurisdiction of organisation.

(e)A copy of a resolution of the board of directors or, if applicable, equivalent body of each Original Obligor:

(i)approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii)authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii)authorising a specified person or persons, on its behalf, to sign or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed or despatched by it under or in connection with the Finance Documents to which it is a party.

(f)A specimen of the signature of each person authorised by the resolution referred to in paragraph (e) above.

(g)A certificate (certificato di vigenza) issued by the competent Registro delle Imprese in respect of the Original Borrower dated no earlier than five (5) Business Days prior to the date of this Agreement.

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2.“Know your customer” checks

Copies of any information and any other evidence reasonably requested by any Lender prior to the first Utilisation Date required in order to comply with “know your customer” or anti-money laundering requirements under applicable laws.

3.Legal opinions

Executed forms of the following legal opinions, in each case addressed to, and capable of being relied on by the Finance Parties and dated as at the date of this Agreement:

(a)a legal opinion of Studio Legale Associato, in associazione con Clifford Chance, legal advisers to the Obligors as to Italian law as to due incorporation and capacities, powers and authority to enter into the Finance Documents in the form distributed to the Original Lenders prior to signing of this Agreement;

(b)a legal opinion of Clifford Chance US LLP as advisors to the Obligors as to the laws of Delaware as to due incorporation and capacities, powers and authority to enter into the Finance Documents in the form distributed to the Original Lenders prior to signing of this Agreement; and

(c)a legal opinion of Linklaters Studio Legale Associato, legal advisers to the Mandated Lead Arrangers and the Agent in Italy, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

4.Other documents and evidence

(a)A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Parent accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(b)The Original Financial Statements.

(c)Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 13 (Fees) and Clause 18 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.

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PART II
CONDITIONS PRECEDENT TO BE DELIVERED
BY ADDITIONAL OBLIGORS

1.An Accession Letter, duly executed by the Additional Obligor and the Parent.

2.A copy of the constitutional documents of the Additional Obligor.

3.A copy of a resolution of the board of directors of the Additional Obligor:

(a)approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b)authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c)authorising a specified person or persons, on its behalf, to sign or despatch all other documents and notices (including, in relation to the New Facility B Borrower, any Utilisation Request or Selection Notice) to be signed or despatched by it under or in connection with the Finance Documents.

4.A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

5.If required by applicable law, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

6.A certificate of the Additional Obligor (signed by a director (or an officer if the Additional Obligor is a US Obligor)) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

7.A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

8.A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

9.If available, the latest audited financial statements of the Additional Obligor.

10.A legal opinion of Linklaters Studio Legale Associato, legal advisers to the Lenders and the Agent in Italy.

11.If the Additional Obligor is incorporated in a jurisdiction other than Italy, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Obligor is incorporated.

158

12.A legal opinion of from Clifford Chance LLP or other reputable counsel to the relevant Additional Obligor as advisors to the Obligors as to the laws of the jurisdiction of incorporation of the proposed Additional Obligors in relation to due incorporation and capacities, powers and authority to enter into the Finance Documents.

13.If the proposed Additional Obligor is a US Obligor:

(a)a solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Agent and its counsel; and

(b)a certificate as to the existence and good standing of such US Obligor from the appropriate governmental authorities in such US Obligor’s jurisdiction of organisation.

14.Copies of any information and any other evidence reasonably requested by any Lender required in order to comply with “know your customer” or anti-money laundering requirements under applicable laws.

159

SCHEDULE 3
REQUESTS

PART I
 UTILISATION REQUEST

From:	[Borrower]
To:	Mediobanca — Banca di Credito Finanziario S.p.A., as Agent
Dated:	[Date]

Ladies and Gentlemen

GTECH Senior Facilities Agreement

dated 29 January 2015 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is a Utilisation Request.  Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2.We wish to borrow a Loan on the following terms:

(a)	Borrower:[·]
(b)	Proposed Utilisation Date:[·] (or, if that is not a Business Day, the next Business Day)
(c)	Facility to be Utilised:[Facility A] [Facility B](1)
(d)	Currency of Loan:[·]
(e)	Amount:[·] or, if less, the Available Facility
(f)	Interest Period:[·]

3.We confirm that each condition specified in Clause ‎4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4.[The proceeds of this Loan should be credited to [account]].

5.This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[the Borrower]

(1)  Delete as appropriate

160

PART II
PART SELECTION NOTICE

From:	[Borrower]
To:	Mediobanca — Banca di Credito Finanziario S.p.A., as Agent
Dated:

Ladies and Gentlemen

GTECH Senior Facilities Agreement
dated 29 January 2015 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is a Selection Notice.  Terms defined in the Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2.We refer to the following Loan[s] with an Interest Period ending on [              ]*.

3.[We request that the above Loan[s] be divided into [            ] Loans with the following amounts and Interest Periods:]**

or

[We request that the next Interest Period for the above Loan[s] is [        ]].***

4.This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

[name of the Borrower]

*Insert details of all Loans which have an Interest Period ending on the same date.

**Use this option if division of Loans is requested.

***Use this option if sub-division is not required.

161

SCHEDULE 4
FORM OF TRANSFER CERTIFICATE

To:	Mediobanca — Banca di Credito Finanziario S.p.A., as Agent
From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
Dated:	[insert date]

GTECH Senior Facilities Agreement
 dated 29 January 2015 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is a Transfer Certificate.  Terms defined in the Facilities Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2.We refer to Clause ‎25.5 (Procedure for transfer):

(a)The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender — pursuant to articles 1406 and following, and articles 1263 and following (as applicable), of the Italian Civil Code — all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause ‎25.5 (Procedure for transfer).

(b)The proposed Transfer Date is [·].

(c)The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.1 (Notices generally) are set out in the Schedule.

3.The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 25.4 (Limitation of responsibility of Existing Lenders).

4.The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)[in respect of an Italian Obligor,:

(i)[an Exempt Lender];

(ii)[an Italian Qualifying Lender];

(iii)[an Italian Treaty Lender];

(iv)[not a Qualifying Lender].]

(b)[in respect of a UK Borrower,:

[not a Qualifying Lender];

162

(v)[a Qualifying Lender other than a UK Treaty Lender]; or

(vi)[a UK Treaty Lender].]

5.[The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [•]) and is tax resident in [•], so that interest payable to it by borrowers is generally subject to [full exemption from][a reduced rate of]  UK withholding tax, and requests that the Parent notify each UK Borrower which is a Party as a Borrower as at the Transfer Date and Holdco, to the extent that the Holdco Merger is not completed, that it wishes that scheme to apply to the Agreement.] (2)

6.The New Lender expressly acknowledges that the assignment of receivables (cessione del credito) effected under this Transfer Certificate is without recourse (pro soluto) and any warranty by the Existing Lender is expressly excluded, save for the existence of the assigned receivable for the purposes of articles 1410 and 1266, first paragraph, of the Italian Civil Code.

7.The transfer of Commitments and rights and obligations contemplated by this Transfer Certificate will take effect and shall be construed as an assignment in part of a contract (cessione parziale di contratto) for the purposes of article 1406 of the Italian Civil Code and an assignment of receivables (cessione di crediti) for the purposes of articles 1260 and following of the Italian Civil Code, as applicable (or as a transfer (cessione) of rights and an assumption (accollo liberatorio) of obligations) and the New Lender shall be assigned the rights and assume the obligations of the Existing Lender in its capacity as Lender, in their entirety or, in the case of Transfer of a part only of the participation of the Existing Lender, pro-rata, under the Facilities Agreement and the other Finance Documents, and the terms of the Facilities Agreement will apply to the relevant Commitments, rights and obligations as transferred under this Transfer Certificate.  The New Lender shall be entitled to any right and benefit which are ancillary to the participation of such New Lender as a lender under the Facilities Agreement, including, without limitation, the benefit of the Security at any time granted in relation to the Facilities Agreement.

8.The New Lender hereby appoints (i) the Security Agent to act as its agent (mandatario con rappresentanza) pursuant to Clause 27.1 (Appointment of the Security Agent) of the Facilities Agreement and the other provisions of the Finance Documents.

9.The New Lender confirms that is not a Blacklisted Resident Entity.

10.This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by Italian law.

(2)  delete as applicable

163

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [·].

[Agent]

By:

164

SCHEDULE 5
FORM OF ASSIGNMENT AGREEMENT

To:	Mediobanca — Banca di Credito Finanziario S.p.A., as Agent
From:	[the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)
Dated:	[insert date]

GTECH Senior Facilities Agreement
dated 29 January 2015 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is an Assignment Agreement.  Terms defined in the Facilities Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2.We refer to Clause 25.5 (Procedure for assignment):

(a)The Existing Lender assigns absolutely to the New Lender [all the rights]/[its credit claims] (cessione dei diritti contrattuali/cessione del credito) of the Existing Lender under the Facilities Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in Loans under the Facilities Agreement as specified in the Schedule.

(b)The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitment and participations in Loans under the Facilities Agreement specified in the Schedule.

(c)The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3.The proposed Transfer Date is [·].

4.On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5.The Facility Office and address, fax number and attention details for notices of the New Lender are set out in the Schedule.

6.The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 25.4 (Limitation of responsibility of Existing Lenders).

7.The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)[in respect of an Italian Obligor,:

165

[an Exempt Lender];

(i)[an Italian Qualifying Lender];

(ii)[an Italian Treaty Lender];

(iii)[not a Qualifying Lender].]

(b)[in respect of a UK Borrower,:

[not a Qualifying Lender];

(i)[a Qualifying Lender other than a UK Treaty Lender]; or

(ii)[a UK Treaty Lender].]

8.[The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [·]) and is tax resident in [·], so that interest payable to it by borrowers is generally subject to [full exemption from][a reduced rate of]  UK withholding tax, and requests that the Parent notify each UK Borrower which is a Party as a Borrower as at the Transfer Date and Holdco (to the extent that the Holdco Merger is not completed), that it wishes that scheme to apply to the Agreement.](3)

9.The New Lender expressly acknowledges that the assignment of receivables (cessione del credito) effected under this Assignment Agreement is without recourse (pro soluto) and any warranty by the Existing Lender is expressly excluded, save for the existence of the assigned receivable for the purposes of article 1266, first paragraph, of the Italian Civil Code.

[8/9].The New Lender confirms that is not a Blacklisted Resident Entity.

[9/10].This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 25.7 (Copy of Transfer Certificate or Assignment Agreement to Parent), to the Parent (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

[10/11].This Assignment Agreement [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by Italian law.

[12/13].This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

(3)  delete as applicable

166

THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Assignment Agreement is accepted by the Agent and the Transfer Date is confirmed as [ ].

Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.

[Agent]

By:

167

SCHEDULE 6
FORM OF ACCESSION LETTER

To:Mediobanca — Banca di Credito Finanziario S.p.A., as Agent

From:[Subsidiary]/[New Facility B Borrower] and Parent

Dated:

Ladies and Gentlemen

GTECH Senior Facilities Agreement
dated 29 January 2015 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is an Accession Letter.  Terms defined in the Facilities Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2.[Subsidiary]/[New Facility B Borrower] agrees to become [an Additional Guarantor][the New Facility B Borrower] and to be bound by the terms of the Facilities Agreement and the other Finance Documents as [an Additional Guarantor] [the Borrower under Facility B] pursuant to [Clause 26.3 (Additional Obligors)]/[Clause 26.2 (New Facility B Borrower Accession)] of the Facilities Agreement.

3.[Subsidiary]/[New Facility B Borrower] is a [company] duly incorporated in [name of relevant jurisdiction] [and is a limited liability company and its registered number is [·]].

4.[Subsidiary’s][/New Facility B Borrower’s] administrative details are as follows:

Address:

Fax No.:

Attention:

5.[The guarantee to be granted by [Subsidiary] pursuant to Clause 24 (Guarantee and Indemnity) of the Facilities Agreement shall be subject to the following limitations [insert as applicable — subject to agreement with Agent (acting reasonably)].

6.This Accession Letter is governed by Italian law.

[Parent][Subsidiary]

168

SCHEDULE 7
FORM OF RESIGNATION LETTER

To:Mediobanca — Banca di Credito Finanziario S.p.A., as Agent

From:[resigning Obligor] and [Parent]

Dated:

Ladies and Gentlemen

GTECH Senior Facilities Agreement
dated 29 January 2015 (the “Facilities Agreement”)

1.We refer to the Facilities Agreement.  This is a Resignation Letter.  Terms defined in the Facilities Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2.Pursuant to Clause 26.4 (Resignation of an Obligor), we request that [resigning Obligor] be released from its obligations as a [Guarantor] [Borrower] under the Facilities Agreement and the other Finance Documents.

3.We confirm that:

(a)no Default is continuing or would result from the acceptance of this request; and

(b)this request is given in relation to [a Third Party Disposal of [resigning Obligor]]/[(resigning Obligor) ceasing to be a Material Subsidiary]; [the all Lender consent obtained on [insert date]];

4.This letter is governed by Italian law.

[Parent]	[resigning Obligor]
By:	By:

169

SCHEDULE 8
FORM OF COMPLIANCE CERTIFICATE

To:Mediobanca — Banca di Credito Finanziario S.p.A., as Agent

From:[Parent]

Dated:

Ladies and Gentlemen

GTECH Senior Facilities Agreement

dated 29 January 2015 (“Facilities Agreement”)

1.We refer to the Facilities Agreement. This is a Compliance Certificate. Terms defined in the Facilities Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2.We confirm that:

[Insert details of covenants to be certified].

[Insert details and calculations required pursuant to Clause 21.1 of the Facilities Agreement].

3.[When applicable] We confirm that the Parent has complied with Clause 22 (Financial Covenants) of the Facilities Agreement.

4.[When applicable] We confirm that the Parent has complied with Clause 23.24 (Guarantor Threshold Test and Additional Guarantors) of the Facilities Agreement. Following are the computations (in reasonable detail): [·]

5.[When applicable] Pursuant to Clause 21.2(d) of the Facilities Agreement, we confirm that [there have been no change to the list of Material Subsidiaries since the Compliance Certificate for the Financial Quarter ending 31 December [·].]/[The following is the list of Material Subsidiaries as at (insert date):]

Signed

Chief Financial Officer

[PARENT]

170

SCHEDULE 9
TIMETABLES — LOANS
- NOTICES TO THE AGENT

INTENTIONALLY LEFT BLANK

171

SCHEDULE 10
AGENT’S DETAILS

Notices to the Agent:

Mediobanca — Banca di Credito Finanziario S.p.A.

Via Siusi, 7 - 20132 Milan

Italy

Attention: Stefania Peverelli — Simona Gherardi

Facsimile: +39 02 26814995

172

SCHEDULE 11
ORIGINAL BORROWER’S DETAILS

Notices to the Original Borrower:

GTECH S.p.A.

Via del Campo Boario 19

00156 Rome

Italy

Attention:  Treasury Department

Facsimile:  00 39  06 51894205

173

SCHEDULE 12
AGREED SECURITY PRINCIPLES

1.SECURITY PRINCIPLES

1.1The Security to be provided pursuant to Clause 23.23 (Security following Debt Ratings decrease) will be given in accordance with these agreed security principles and the limitations set forth in Clauses 19.11 (Limitations on US Guarantees) to 19.12 (Controlled Foreign Corporations) (the “Agreed Security Principles”). This Schedule addresses the manner in which the Agreed Security Principles will impact on the guarantees and Security proposed to be taken pursuant to Clause 23.23 (Security following Debt Ratings decrease) or Clause 23.24 (Guarantor Threshold Test and Additional Guarantors). Terms defined in Clause 23.23 (Security following Debt Ratings decrease) or Clause 23.24 (Guarantor Threshold Test and Additional Guarantors) shall have the same meaning where used in this Schedule.

1.2The Security Principles embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective guarantees and security from members of the Group in the relevant jurisdictions of incorporation. In particular:

(a)general statutory limitations, financial assistance, corporate benefit, fraudulent preference, tax restrictions or costs, retention of title claims and similar principles may limit the ability of a member of the Group to provide Security or any guarantee or may require that the Security or guarantee be limited by an amount or otherwise;

(b)a key factor in determining whether or not Security shall be taken or the extent of its perfection is the applicable cost (including but not limited to adverse effects on interest deductibility and stamp duty, notarisation and registration fees) which shall not be disproportionate to the benefit to the Lenders of obtaining such Security. In particular, the Parties acknowledge that Imposta Sostitutiva pursuant to article 15 and subsequent of Italian Presidential Decree No. 601/1973 as amended and supplemented from time to time will not be available with respect to the Agreement. Accordingly, Security that requires payment of an ad valorem registration tax on the amount of the Secured obligations will not be taken subject to paragraph (c) below;

(c)the maximum guaranteed or secured amount may be limited to minimise stamp duty, notarisation, registration or other applicable fees, taxes and duties where the benefit of increasing the guaranteed or secured amount is disproportionate to the level of such fee, taxes and duties;

(d)where there is material incremental cost involved in creating Security over assets owned by an Obligor in a particular category the principle stated at paragraph 1.2(b) above shall apply and, subject to the Agreed Security Principles, only the material assets in that category shall be subject to Security;

(e)it is acknowledged that in certain jurisdictions it may be either impossible or impractical to create Security over certain categories of assets in which event Security will not be taken over such assets;

174

(f)any assets subject to third party arrangements which may prevent those assets from being charged will be excluded from any relevant Security Document; provided that such third party arrangements are permitted under this Agreement and provided that the consent of that third part has been requested. In particular, in certain circumstances, the granting of Security over the shares of a member of the Group which holds a gaming license or concession will require the prior consent of the relevant gaming or licensing authority. No guarantee or assurance can be given in such respect;

(g)members of the Group will not be required to enter into Security Documents or guarantees if the same would conflict with the fiduciary duties of the directors (or other officers) of the relevant member of the Group or contravene any legal prohibition or would result in (or in a material risk of) personal or criminal liability on the part of any director (or other officer) of any member of the Group; provided that the relevant member of the Group shall use reasonable endeavours to overcome any such obstacle;

(h)members of the Group will not be required to enter into Security Documents or guarantees if the same would conflict with the terms of any applicable shareholder agreements or if the granting of the relevant Security or guarantee would be prohibited for regulatory reasons;

(i)no Joint Venture shall be required to become a Guarantor nor shall any member of the Group be required to grant Security over any interest in any Joint Venture;

(j)the granting of Security or the perfection of the Security granted will not be required if it would restrict the ability of the relevant member of the Group to conduct its operations and business in the ordinary course as otherwise permitted by the Finance Documents. Accordingly, no Security shall be granted over bank accounts or insurance policies of members of the Group;

(k)to the extent possible and without prejudice to the rights of the Finance Parties, all Security shall be given in favour of a security agent and not the Finance Parties individually; “Parallel debt” provisions will be used where necessary, subject to applicable law. Where Security is granted in respect of more than one instrument or category of creditor of Pari Passu Indebtedness, there shall be a single security agent or trustee appointed in respect of each relevant Security Document and customary intercreditor arrangements shall be entered into between the relevant creditors of the Pari Passu Indebtedness setting out, inter alia, a common waterfall on enforcement and customary security agent or trustee protections; and

(l)with regard to Security over any intercompany notes, the fact they are secured shall not prevent the relevant debtors from repaying or prepaying or otherwise discharging the relevant outstandings at any time prior to the taking of any action pursuant to Clause 24.16 (Acceleration).

1.3The Parent need only perform its obligations to procure that any member of the Group becomes an Additional Guarantor or to procure the granting of Security over its shares or other ownership interests if: (i) it is not unlawful for the relevant person to

175

become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management, and (ii) the guarantee would have some economic value having regard to corporate benefit and other relevant restrictions applicable to the person granting the guarantee. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. The Agent and the relevant Additional Guarantor (each acting reasonably and on the basis of the advice of their respective local counsel) may agree to other limitations for the purpose of avoiding any obstacle to the grating of an additional guarantee.

2.TERMS OF SECURITY DOCUMENTS

2.1The following principles will be reflected in the terms of any Security taken:

(a)Security will not be enforceable until an Event of Default has occurred and notice of acceleration has been given by the Agent under this Agreement;

(b)the Security Documents should only operate to create Security rather than to impose new commercial obligations; accordingly, they should not contain additional representations, warranties, undertaking and indemnities, unless these are (i) required to be included in any Security Document for the validity and enforceability of the Security Documents or (ii) are the same as or consistent with those contained in this Agreement;

(c)until an Event of Default has occurred and notice of acceleration has been given by the Agent under this Agreement, pledgors of shares in Obligors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the Security or cause an Event of Default to occur and the Obligors shall be permitted to pay dividends on pledged shares to the pledgors and the pledgors shall be entitled to retain such dividends to the extent permitted under this Agreement;

(d)any accounts receivable which, if charged, such charge would be prohibited by anti-assignment provisions of contracts or applicable law or would breach the terms of any contract relating to such accounts receivable or would be a default or event of default under the relevant contract or entitle the counterparty to the relevant contract a right to terminate the relevant contract will be excluded from any relevant Security Document; provided that the consent of that counterparty has been sought;

(e)notification to debtors of Security over accounts receivable will only be given if an Event of Default has occurred and notice of an acceleration has been given by the Agent under this Agreement;

(f)security over any loan or note intercompany receivables will be perfected upon execution of the Security Document either by virtue of notification to

176

debtors or by acknowledgement in writing by such debtor (as may be required by local law to perfect such Security) subject to no adverse tax consequences;

(g)the Finance Parties should only be able to exercise any power of attorney granted to them under the Security Documents following the occurrence of an Event of Default in respect of which notice of acceleration has been given by the Agent under this Agreement or material failure to comply with a written request to fulfil a further assurance or perfection obligation;

(h)the Security Documents shall not operate so as to prevent transactions which are permitted under this Agreement or to require additional consents or authorisations;

(i)unless the restriction is required by law, the constitutional documents of the Obligors whose shares have been pledged will be amended to remove any restriction on the transfer or the registration of the transfer of the shares on enforcement of the Security granted over them. If the pledging of shares of an Obligor under the Agreed Security Principles requires the prior consent of any gaming or licensing authority, the Parent shall use its commercial reasonable efforts to obtain such consent in a reasonable time frame; and

(j)in furtherance of Clause 19.11 (Limitations on US Guarantees),

(i)no member of the Group that is a CFC will have any obligation or liability, directly or indirectly, to grant Security with respect to any US Obligation; and

(ii)not more than sixty-five per cent. (65%) of the stock or other equity interests (measured by the total combined voting power of the issued and outstanding voting stock or other equity interests) of, and none of the assets or property of, a person that is a CFC will be required to be pledged directly or indirectly as security for any US Obligations.

3.FIRST RANKING SECURITY

3.1Subject to the due execution of all relevant Security Documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, and any qualifications contained in any legal opinion delivered under this Agreement, the Agent shall (in the case of those Security Documents creating pledges of shares in an Obligor) obtain a first priority valid pledge of the shares in issue at any time in that Obligor which are owned by another Obligor. Such Security Document shall be governed by the laws of the jurisdiction in which such Obligor whose shares are being pledged is formed.

3.2It is further acknowledged that pursuant to each Security Document (or, if applicable, this Agreement) any costs, fees, taxes or other amounts payable in connection with any re-taking, re-notarisation, perfection, presentation, novation or re-registration of any Security or any interest in any Finance Document in connection with an assignment or transfer by any Lender shall be borne by the applicable Lender.

177

SCHEDULE 13
FORM OF AFFIDAVIT

COVER PAGE

Claim for the refund, exemption or application of the reduced tax rate on income paid to non-residents

Conventions for the avoidance of double taxation	odividends (FORM A)	ointerest (FORM B)	oroyalties (FORM C)	oother income (FORM D)
EU Directives	oparent-subsidiary tax regime dir. 90/435/EEC (FORM E)		ointerest and royalty tax regime dir. 2003/49/EC (FORM F)

o    DETAILS OF THE BENEFICIAL OWNER

Natural person	Surname        Name        Place of Birth        Date of Birth
Legal person ocross in the case of a permanent establishment	Business Name
Foreign TIN	No.
	oMy country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence.
Italian TIN (if issued)
Residence	State	Full address
Domicile (if different from residence)	State	Full address
P.O. Box (optional)
E-MAIL (optional)

178

COVER PAGE

o    DETAILS OF THE LEGAL REPRESENTATIVE

Natural person	Surname        Name        Place of Birth        Date of Birth
Legal person	Business Name
TIN	No.
	oMy country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence.
Italian TIN (if issued)
Residence	State	Full address
Domicile (if different from residence)	State	Full address
P.O. Box (optional)
E-MAIL (optional)

oOTHER CO-BENEFICIARIES OF THE INCOME FOR WHICH REFUND IS BEING REQUESTED

Natural person	Surname        Name        Place of Birth        Date of Birth
Legal person	Business Name
TIN	No.
	oMy country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence.
Italian TIN (if issued)
Residence	State	Full address
Domicile (if different from residence)	State	Full address
P.O. Box (optional)
E-MAIL (optional)

179

COVER PAGE

oDETAILS OF THE PROXY APPOINTED TO SUBMIT THE APPLICATION (IF PRESENT) (4)

Natural person	Surname        Name        Place of Birth        Date of Birth
Legal person	Name
TIN	No.
	oMy country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence.
Italian TIN (if issued)
Residence	State	Full address
Domicile (if different from the residence)	State	Full address
P.O. Box (optional)
E-MAIL (optional)

PAYMENT METHOD (for refunds)

FINANCIAL ISTITUTION:                                                                 

BANK ACCOUNT HOLDER(5)                                                                    

(if part of the Economic and Monetary Union): BIC(6)             IBAN

(if outside the Economic and Monetary Union)(7): BANK ACCOUNT DETAILS

ADDRESS OF THE FINANCIAL INSTITUTION

(4)Attach the original copy of the relative power of attorney

(5)If the beneficiary uses a proxy for the payment, fill in the application with the bank account of the proxy. For powers of attorney released abroad, the original copy with translation must be sent to Centro Operativo di Pescara. If the proxy for the collection is also the proxy for the submission of the application and/or for making the requested declarations, only one original copy with translation is required.

(6)If Economic and Monetary Union: the BIC code is mandatory.

(7)If not Economic and Monetary Union: the BIC code is an alternative to the address of the financial institutions.

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SIGNATURE

ATTACHMENTS:

181

FORM B - INTEREST

oEXEMPTION/APPLICATION OF THE TAX RATE PROVIDED BY THE CONVENTION

oREFUND

Article     of the Convention for the avoidance of double taxation between Italy and

ITALIAN INTEREST PAYER

Person	Surname Name / Business Name
Italian TIN
Residence	Full address

DEPOSITARY BANK (FOR CUSTODY OF SECURITIES)

Legal Person	Business Name
Italian TIN
Residence	Full address

DESCRIPTION OF THE INTEREST RECEIVED

Payment date	Amount of interest gross of the Italian tax	Amount of the tax paid in Italy	Applicable tax rate according to the Convention	Amount of the tax due	Requested refund
TOTAL

182

DECLARATION OF THE BENEFICIARY OR ITS AUTHORISED REPRESENTATIVE

The undersigned                        acting as

Declares

·to reside / that the entity            is resident in                  pursuant to the Convention with                   for the tax period / periods                     ;

·to be / that the entity above mentioned is the beneficial owner of the interest;

·not to have / that the above mentioned entity does not have a permanent establishment or a fixed base in Italy to which the income effectively connects;

oto be / that the above mentioned entity is subject to tax for the specified interest in the Country of residence;

oNOT to be / that the above mentioned entity is NOT subject to tax for the specified interest in the Country of residence (explain the reasons for exemption)                                                                      ;

·to comply with all other necessary requirement for applying the benefits granted by the Convention regarding the income received;

·that all information in this declaration is correct and complete, and that the undersigned shall communicate if one or more of the requirements described above ceases to be, as well as of any variations in the supplied data and information.

Requests

oexemption from Italian tax or application within the limits provided by the mentioned Convention;

orefund of taxes regarding the income specified above;

·that the refund should be made according to the payment methods specified on the cover page.

Place and date

Signature

183

CERTIFICATION OF THE TAX AUTHORITY

The Tax Authority of            certifies that for the tax period/s          the beneficiary described above is resident in                      according to Article     of the Convention with Italy and that the declarations given in this form are true to the best of the knowledge of this Tax administration.

Date Signature and Office stamp

184

SCHEDULE 14
SELF DECLARATION FORM

The undersigned [Lender’s legal representative], domiciled at [Lender’s legal representative address], legal representative of [Lender’s Name], with its registered office at [Lender’s registered address]

CONSIDERING THAT

pursuant to article 26, paragraph 5-bis, of Presidential Decree No. 600 of 29 September 1973 as amended by (i) article 22 of Law Decree No. 91 of 24 June 2014, converted into law by Law No. 144 of 11 August 2014, (ii) article 10, paragraph 2, of Law Decree No. 133 dated 12 September 2014, converted into law by the Law No. 164 of 11 November 2014 and (iii) article 6, paragraph 1, of Law Decree No.3 of 24 January 2015, no Italian withholding tax applies to interest payments made by Italian entities to:

·Credit institutions established in a EU Member State;

·Insurance companies incorporated in a EU Member State and authorised under the legislative provisions of a EU Member State;

·Institutional investors, whether or not subject to tax, which are established in a country or territory included within the list provided for by article 168-bis of Italian Presidential Decree No. 917 of 22 December 1986, as amended and implemented from time to time, to the extent they are subject to regulatory supervision in the place of establishment;

·Entities listed under Article 2, paragraph 5, numbers from 4) to 23), of Directive 2013/36/EU.

DECLARES

(Please check one of the following three boxes, if applicable)

·That [Lender’s Name] is a credit institution established in a EU Member State.

·That [lender’s Name] is an insurance company incorporated in a EU Member State and authorized under the legislative provisions of a EU Member State.

·That [Lender’s Name] is an institutional investor, whether or not subject to tax, established in a country or territory included within the list provided for by article 168-bis of Italian Presidential Decree No. 917 of 22 December 1986, as amended and implemented from time to time and therein, subject to regulatory supervision.

·That [Lender’s Name] is an entities listed under Article 2, paragraph 5, numbers from 4) to 23), of Directive 2013/36/EU.

and as such is entitled to receive interest payments under the term loan facility for GTECH S.p.A without the application of any tax deduction to interest payments made by Italian entities.

185

Place and date of signature
Signature of Legal Representative of
	[Name and Surname]
	[Title]

186

EX-4.19

Exhibit 4.19

INTERNATIONAL GAME TECHNOLOGY PLC
2015 EQUITY INCENTIVE PLAN

SECTION 1.        Purposes; Definitions

The purposes of this Plan are to focus directors and employees on business performance that creates shareholder value, to encourage innovative approaches to the business of the Company and to encourage ownership of Company Shares by directors and employees of the Company and its Subsidiaries.

For purposes of this Plan, the following terms are defined as set forth below:

“Affiliate” means a corporation or other entity controlled by, controlling, or under common control with the Company.

“Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Shares.

“Award” means a Share Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Unit, or Other Share-Based Award granted pursuant to the terms of this Plan.

“Award Agreement” means a written document or agreement setting forth the terms and conditions of a specific Award.

“Business Combination” has the meaning set forth in Section 10(e)(iii).

“Board” means the Board of Directors of the Company.

“Cause” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define “Cause,” then any of the following: (A) an Eligible Individual’s violation of his or her obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets; (B) an act or omission by an Eligible Individual resulting in his or her being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty; (C) conduct by an Eligible Individual that constitutes poor performance, gross neglect, insubordination, willful misconduct, or a breach of the Company’s code of conduct or a fiduciary duty to the Company or its shareholders; or (D) the determination by the Board or senior management of the Company that an Eligible Individual has violated state, federal, or applicable foreign law relating to the workplace environment, including, without limitation, laws relating to sexual harassment or age, sex, race, or other prohibited discrimination.

“Change in Control” has the meaning set forth in Section 10(e).

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder, and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department.  Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.

“Commission” means the United States Securities and Exchange Commission or any successor agency.

“Committee” has the meaning set forth in Section 2(a).

“Company” means International Game Technology PLC, a public limited company organized under the laws of England and Wales.

“Corporate Transaction” has the meaning set forth in Section 3(c).

“Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.

“Eligible Individuals” means directors and employees of the Company or any of its Subsidiaries, and prospective directors and employees who have accepted offers of employment from the Company or its Subsidiaries.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

“Fair Market Value” means, except as otherwise provided by the Committee, with respect to any given date, the closing reported sales price on such date (or, if there are no reported sales on such date, on the last date prior to such date on which there were sales) of a Share on the Applicable Exchange.  If there is no regular public trading market for such Shares, the Fair Market Value of the Shares shall be determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies Section 409A and Section 422(c)(1) of the Code.

“Free-Standing SAR” has the meaning set forth in Section 5(b).

“Full-Value Award” means any Award other than a Share Option or Share Appreciation Right.

“Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award, or (ii) such later date as the Committee shall provide in such resolution.

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“Individual Agreement” means an employment or similar agreement between a Participant and the Company or one of its Subsidiaries.

“Investors” means, collectively, De Agostini S.p.A., a joint stock company organized under the laws of Italy, and DeA Partecipazioni S.p.A., a joint stock company organized under the laws of Italy.

“Other Share-Based Award” means Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Shares, including (without limitation) unrestricted shares, dividend equivalents, and convertible debentures.

“Outstanding Company Shares” has the meaning set forth in Section 10(e)(i).

“Outstanding Company Voting Securities” has the meaning set forth in Section 10(e)(i).

“Participant” means an Eligible Individual to whom an Award is or has been granted.

“Performance Goals” means the performance goals established by the Committee in connection with the grant of Awards.

“Performance Period” means the time period established by the Committee during which the achievement of the applicable Performance Goals is to be measured.

“Performance Unit” means any Award granted under Section 8 of a unit valued by reference to a designated amount of cash or other property other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, or any combination thereof, upon achievement of such Performance Goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

“Plan” means the International Game Technology PLC Equity Incentive Plan, as set forth herein and as hereinafter amended from time to time.

“Replaced Award” has the meaning set forth in Section 10(b).

“Replacement Award” has the meaning set forth in Section 10(b).

“Restricted Share” means an Award granted under Section 6.

“Restricted Share Units” has the meaning set forth in Section 7(a).

“Restriction Period” has the meaning set forth in Section 6(d).

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“Separation from Service” has the meaning set forth in the definition of “Termination of Service.”

“Share” means an ordinary share, nominal value $0.10 per share, of the Company.

“Share Appreciation Right” has the meaning set forth in Section 5(b)(i).

“Share Change” has the meaning set forth in Section 3(c).

“Share Option” means an Award granted under Section 5(a).

“Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

“Tandem SAR” has the meaning set forth in Section 5(b).

“Term” means the maximum period during which a Share Option or Share Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Service or otherwise, as provided in the Plan or specified in the applicable Award Agreement.

“Termination of Service” means the termination of the applicable Participant’s employment with, or performance of services as a director for, the Company and any of its Subsidiaries.  Unless otherwise determined by the Committee, a Participant employed by, or performing services as a director for, a Subsidiary or a division of the Company and its Subsidiaries shall also be deemed to incur a Termination of Service if, as a result of a Disaffiliation, such Subsidiary or division ceases to be a Subsidiary or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or director for, the Company or another Subsidiary.  Temporary absences from employment because of illness, vacation, or leave of absence and transfers among the Company and its Subsidiaries shall not be considered Terminations of Service.  Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, a Participant who is subject to Section 409A of the Code shall not be considered to have experienced a “Termination of Service” unless the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code (a “Separation from Service”).

In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

SECTION 2.        Administration

(a)           Committee.  This Plan shall be administered by the Board directly, or if the Board elects, by the Compensation Committee of the Board or such other committee of the Board as the Board may from time to time designate, which committee shall be composed of not less than two

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directors, and shall be appointed by and serve at the pleasure of the Board.  All references in this Plan to the “Committee” refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing.

Subject to the terms and conditions of this Plan, the Committee shall have absolute authority:

(i)            to select the Eligible Individuals to whom Awards may from time to time be granted;

(ii)           to determine whether and to what extent Share Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Units, Other Share-Based Awards, or any combination thereof are to be granted hereunder;

(iii)          to determine the number of Shares to be covered by each Award granted hereunder;

(iv)          to approve the form of any Award Agreement and determine the terms and conditions of any Award granted hereunder, including, but not limited to, the exercise price (subject to Section 5(a)), any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company, or any Subsidiary or Affiliate) and any acceleration of vesting or forfeiture waiver regarding any Award and the Shares relating thereto, based on such factors as the Committee shall determine;

(v)           to modify, amend, or adjust the terms and conditions of any Award (subject to Sections 5(a) and 5(b)), at any time or from time to time, including, but not limited to, Performance Goals;

(vi)          to determine under what circumstances an Award may be settled in cash, Shares, other property or a combination of the foregoing;

(vii)         to determine whether, to what extent, and under what circumstances cash, Shares, and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant;

(viii)        to adopt, alter, and repeal such administrative rules, guidelines, and practices governing this Plan as it shall from time to time deem advisable;

(ix)          to establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable;

(x)           to interpret the terms and provisions of this Plan and any Award issued under this Plan (and any Award Agreement relating thereto); and

(xi)          to otherwise administer this Plan.

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(b)           Procedures.

(i)            The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 11, allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it.  Any such allocation or delegation may be revoked by the Committee at any time.

(ii)           Subject to Section 11(a), any authority granted to the Committee may be exercised by the full Board.  To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

(c)           Discretion of the Committee.  Any determination made by the Committee or pursuant to delegated authority under the provisions of this Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegated authority at the time of the grant of the Award or, unless in contravention of any express term of this Plan, at any time thereafter.  All decisions made by the Committee or any appropriately delegated individual pursuant to the provisions of this Plan shall be final, binding, and conclusive on all persons, including the Company, Participants, and Eligible Individuals.

(d)           Cancellation or Suspension.  Subject to Section 5(e), the Committee shall have full power and authority to determine whether, to what extent, and under what circumstances any Award shall be cancelled or suspended.

(e)           Award Agreements.  The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award.  The effectiveness of an Award shall be subject to the Award Agreement being signed (or acknowledged electronically) by the Company and the Participant receiving the Award unless otherwise provided in the Award Agreement.  Award Agreements may be amended only in accordance with Section 12.

SECTION 3.        Shares Subject to Plan

(a)           Plan Maximums.  The maximum number of Shares that may be granted pursuant to Awards under this Plan shall be 11,500,000 Shares.  Shares subject to an Award under this Plan may be authorized and unissued Shares.

(b)           Rules for Calculating Shares Delivered.  To the extent that any Award is forfeited, terminates, expires, or lapses instead of being exercised, or any Award is settled for cash, the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under this Plan.  If the exercise price of any Share Option or Share Appreciation Right and/or the tax withholding obligations relating to any Award are satisfied by delivering

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Shares (either actually or through a signed document affirming the Participant’s ownership and delivery of such Shares) or withholding Shares relating to such Award, the gross number of Shares subject to the Award after payment of the exercise price and/or tax withholding obligations shall be deemed to have been granted for purposes of Section 3(a).

(c)           Adjustment Provision.  In the event of a merger, consolidation, acquisition of property or shares, share rights offering, liquidation, disposition for consideration of the Company’s direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (ii) the maximum limitation set forth in Section 3(a) upon Awards, (iii) the number and kind of Shares or other securities subject to outstanding Awards, and (iv) the exercise price of outstanding Awards.  In the event of a share dividend, share split, reverse share split, reorganization, share combination, or recapitalization or similar event affecting the capital structure of the Company, or a Disaffiliation, separation, or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Company’s shareholders (each, a “Share Change”), the Committee shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the maximum limitations set forth in Section 3(a) upon Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards, and (D) the exercise price of outstanding Awards.  In the case of Corporate Transactions, such adjustments may include, without limitation, (I) the cancellation of outstanding Awards in exchange for payments of cash, property, or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which holders of Shares receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of a Share Option or Share Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Share Option or Share Appreciation Right shall conclusively be deemed valid); (II) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (III) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities).  The Committee may adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial

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statements, notes to the financial statements, management’s discussion and analysis or other Company filings with the Commission.

(d)           Section 409A.  Notwithstanding Section 3(c), in respect of Participants who are subject to Section 409A of the Code:  (i) any adjustments made pursuant to Section 3(c) to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; and (ii) any adjustments made pursuant to Section 3(c) to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustments, either (A) the Awards continue not to be subject to Section 409A of the Code or (B) there is no resulting imposition of any penalty taxes under Section 409A of the Code in respect of such Awards.

SECTION 4.        Eligibility

Awards may be granted under this Plan to Eligible Individuals.

SECTION 5.        Share Options and Share Appreciation Rights

(a)           Share Options.  Share Options may be granted alone or in addition to other Awards granted under this Plan.  Share Options granted hereunder shall not be designated as “incentive stock options” for purposes of Section 422 of the Code.

(b)           Types and Nature of Share Appreciation Rights.  Share Appreciation Rights may be “Tandem SARs,” which are granted in conjunction with a Share Option, or “Free-Standing SARs,” which are not granted in conjunction with a Share Option.  Upon the exercise of a Share Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Share Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Share Appreciation Right has been exercised.  The applicable Award Agreement shall specify whether such payment is to be made in cash or Shares or a combination thereof, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Share Appreciation Right.

(c)           Tandem SARs.  A Tandem SAR may be granted at the Grant Date of the related Share Option.  A Tandem SAR shall be exercisable only at such time or times and to the extent that the related Share Option is exercisable in accordance with the provisions of this Section 5, and shall have the same exercise price as the related Share Option.  A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Share Option, and the related Share Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.

(d)           Exercise Price.  The exercise price per Share subject to a Share Option or Free-Standing SAR shall be determined by the Committee and set forth in the applicable Award

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Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date.

(e)           No Repricing.  In no event may any Share Option or Share Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(c), to decrease the exercise price thereof, be cancelled in exchange for cash or other Awards or in conjunction with the grant of any new Share Option or Free-Standing SAR with a lower exercise price, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards or for accounting purposes, as a “repricing” of such Share Option or Free-Standing SAR, unless such amendment, cancellation, or action is approved by the Company’s shareholders.

(f)            Term.  The Term of each Share Option and each Free-Standing SAR shall be fixed by the Committee, but no Share Option or Free-Standing SAR shall be exercisable more than ten years after its Grant Date.

(g)           Exercisability.  Except as otherwise provided herein, Share Options and Free-Standing SARs shall be exercisable at such time or times as shall be determined by the Committee and set forth in the applicable Award Agreement.  The Award Agreement may also include any provisions as to continued employment or continued service as consideration for the grant or exercise of such Share Option or Free-Standing SAR, as well as provisions as to performance conditions, and any other provisions that may be advisable to comply with applicable laws, regulations or the rulings of any governmental authority.

(h)           Method of Exercise.  Subject to the provisions of this Section 5, Share Options and Free-Standing SARs may be exercised, in whole or in part, at any time during the Term thereof by giving written notice of exercise to the Company specifying the number of Shares subject to the Share Option or Free-Standing SAR to be purchased.  In the case of the exercise of a Share Option, such notice shall be accompanied by payment in full of the aggregate purchase price (which shall equal the product of such number of Shares subject to such Share Options multiplied by the applicable exercise price).  The exercise price for Share Options may be paid upon such terms as shall be set forth in the applicable Award Agreement.  Without limiting the foregoing, the Committee may establish payment terms for the exercise of Share Options pursuant to which the Company may withhold a number of Shares that otherwise would be issued to the Participant in connection with the exercise of the Share Option having a Fair Market Value on the date of exercise equal to the exercise price, or that permit the Participant to deliver Shares (or other evidence of ownership of Shares satisfactory to the Company) with a Fair Market Value equal to the exercise price as payment.

(i)            Delivery; Rights of Shareholders.  A Participant shall not be entitled to delivery of Shares pursuant to the exercise of a Share Option or Share Appreciation Right until the exercise price therefor has been fully paid and applicable taxes have been withheld.  A Participant shall have all of the rights of a shareholder of the Company holding the class or series of Shares that is subject to such Share Option or Share Appreciation Right (including, if applicable, the right to vote the applicable Shares received upon exercise), when the Participant (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a), and

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(iii) in the case of a Share Option, has paid the aggregate exercise price for such Share Options and applicable taxes in full.

(j)            Non-Transferability of Share Options and Share Appreciation Rights.  No Share Option or Free-Standing SAR shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution; or (ii) in the case of a Share Option or Free-Standing SAR, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to such Participant’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise (for purposes of this Plan, unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto).  A Tandem SAR shall be transferable only with the related Share Option as permitted by the preceding sentence.  Any Share Option or Share Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such Share Option is transferred pursuant to this Section, it being understood that the term “holder” and “Participant” include such guardian, legal representative and other transferee; provided, however, that the term “Termination of Service” shall continue to refer to the Termination of Service of the original Participant.

SECTION 6.        Restricted Shares

(a)           Administration.  Restricted Shares are actual Shares issued to a Participant and may be awarded either alone or in addition to other Awards granted under this Plan.  The Committee shall determine the Eligible Individuals to whom and the time or times at which grants of  Restricted Shares will be awarded, the number of Shares to be awarded to any Eligible Individual, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture, and any other terms and conditions of the Awards, including those contained in Section 6(d).

(b)           Book-Entry Registration.  Restricted Shares shall be evidenced through book-entry registration.  If any certificate is issued in respect of Restricted Shares, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The transferability of this certificate and the ordinary shares represented hereby are subject to the terms and conditions (including forfeiture) of the International Game Technology PLC 2015 Equity Incentive Plan and an award agreement.  Copies of such Plan and agreement are on file at the offices of International Game Technology PLC, 11 Old Jewry, 6th Floor, London EC2R 8DU, United Kingdom.”

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(c)           Terms and Conditions.  An Award of Restricted Shares shall be subject to such terms and conditions, and to such restrictions against sale, transfer, or other disposition, as may be set forth in the applicable Award Agreement.  The Committee may remove, modify, or accelerate the removal of forfeiture conditions and other restrictions on any Restricted Shares for such reasons as the Committee may deem appropriate.  In the event of the death of a Participant following the transfer of Restricted Shares to him or her, the legal representative of the Participant, the beneficiary designated in writing by the Participant during his or her lifetime, or the person receiving such Shares under the Participant’s will or under the laws of descent and distribution shall take such Shares, subject to the same restrictions, conditions, and provisions in effect at the time of the Participant’s death, to the extent applicable, unless otherwise set forth in the applicable Award Agreement.

(d)           Non-Transferability of Restricted Shares.  Subject to the provisions of this Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such award of Restricted Shares for which such vesting restrictions apply (the “Restriction Period”), and until the expiration of the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Shares of Restricted Shares.

(e)           Shareholder Rights.  Except as provided in this Section 6 or the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Shares, all of the rights of a shareholder of the Company holding the class or series of Shares that is the subject of the Restricted Shares, including, if applicable, the right to vote the Shares and the right to receive any dividends (subject to Section 14(d)); provided that the Award Agreement may specify whether, to what extent, and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Shares, or other property corresponding to the dividends payable on the Shares.

SECTION 7.        Restricted Share Units

(a)           Nature of Awards.  Restricted Share Units are Awards denominated in Shares that shall be settled, subject to the terms and conditions of the Award Agreement evidencing the Restricted Share Units, in an amount in cash, Shares, or a combination thereof, based upon the Fair Market Value of a specified number of Shares (“Restricted Share Units”).

(b)           Terms and Conditions.  An Award of Restricted Share Units shall be subject to such terms and conditions, including vesting and forfeiture, as may be set forth in the applicable Award Agreement.  The Committee may accelerate the vesting of any Restricted Share Units for such reasons as the Committee may deem appropriate.  An Award of Restricted Share Units shall be settled as and when the Restricted Share Units vest, at a later time specified by the Committee in the applicable Award Agreement, or, if the Committee so permits, in accordance with an election of the Participant.

(c)           Non-Transferability of Restricted Share Units.  Subject to the provisions of this Plan and the applicable Award Agreement, during the Restricted Period, if any, set by the

11

Committee, the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Restricted Share Units.

(d)           Dividend Equivalents.  The Award Agreement for Restricted Share Units shall specify whether, to what extent, and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Shares, or other property corresponding to the dividends payable on the Shares (subject to Section 14(d)).

SECTION 8.        Performance Units

Performance Units may be issued hereunder to Eligible Individuals for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under this Plan.  The Performance Goals to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Unit.  The conditions for grant or vesting and the other provisions of Performance Units (including, without limitation, any applicable Performance Goals) need not be the same with respect to each recipient.  Performance Units may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Committee as set forth in the applicable Award Agreement.

SECTION 9.        Other Share-Based Awards

Other Share-Based Awards may be granted either alone or in conjunction with other Awards granted under this Plan.

SECTION 10.      Change in Control Provisions

(a)           General.  The provisions of this Section 10 shall, subject to Section 3(c), apply notwithstanding any other provision of this Plan to the contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement.

(b)           Impact of Change in Control.  Upon the occurrence of a Change in Control, unless otherwise provided in the applicable Award Agreement: (i) all then-outstanding Share Options and Share Appreciation Rights shall become fully vested and exercisable, and all Full-Value Awards (other than performance-based Awards) shall vest in full, be free of restrictions, and be deemed to be earned and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section 10(c) (any award meeting the requirements of Section 10(c), a “Replacement Award”) is provided to the Participant pursuant to Section 3(c) to replace such Award (any award intended to be replaced by a Replacement Award, a “Replaced Award”), and (ii) any performance-based Award that is not replaced by a Replacement Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable Performance Goals deemed achieved at the greater of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the Award as determined by the Committee not later than the date of the Change in Control, taking into account performance through the

12

latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period)).

(c)           Replacement Awards.  An Award shall meet the conditions of this Section 10(c) (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(c); (iii) if the underlying Replaced Award was an equity-based award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to vesting (including with respect to a Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control.  Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied.  If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control.  The determination whether the conditions of this Section 10(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(d)           Termination of Service.  Notwithstanding any other provision of this Plan to the contrary and unless otherwise determined by the Committee and set forth in the applicable Award Agreement, upon a Termination of Service of a Participant by the Company other than for Cause within 24 months following a Change in Control, (i) all Replacement Awards held by such Participant shall vest in full, be free of restrictions, and be deemed to be earned in full (with respect to Performance Goals, unless otherwise agreed in connection with the Change in Control, at the greater of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the Award as determined by the Committee taking into account performance through the latest date preceding the Termination of Service as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period)), and (ii) unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this Plan to the contrary, any Share Option or Share Appreciation Right held by the Participant as of the date of the Change in Control that remains outstanding as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full Term of such Share Option or Share Appreciation Right.

(e)           Definition of Change in Control.  For purposes of this Plan, a “Change in Control” shall mean the happening of any of the following events:

(i)            The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding ordinary shares of the Company (the “Outstanding Company Shares”) or (B) the combined voting power of the then outstanding voting

13

securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control:  (I) any acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (IV) any acquisition by the Investor or any Person controlled by, controlling, or under common control with the Investor, or (V) any acquisition pursuant to a transaction that complies with clauses (A) or (B) of Section 10(e)(iii); or

(ii)           Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date of this Plan whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)          Consummation of a reorganization, merger, statutory share exchange, or consolidation or similar transaction involving the Company or any of its Subsidiaries with a third party other than any Investor or any Person controlled by, controlling or under common control with any Investor or sale or other disposition of all or substantially all of the assets of the Company to a third party other than any Investor or any Person controlled by, controlling, or under common control with any Investor (a “Business Combination”), where such third party (excluding any entity resulting from such Business Combination or any parent of such entity, any employee benefit plan (or related trust) of the Company, such entity resulting from such Business Combination or such parent, and any Investor and any Person controlled by, controlling, or under common control with any Investor) comes to beneficially own, directly or indirectly, 30% or more, respectively, of the then outstanding ordinary shares (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding ordinary shares (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent securities), as the case may be, of the entity resulting from such

14

Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Shares and Outstanding Company Voting Securities, as the case may be, or (B) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)          The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

SECTION 11.                      Section 16(b); Section 409A

(a)           The provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”).  Accordingly, to the extent that Section 16(b) is applicable to the Company, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).

(b)           This Plan is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be administered in all respects in accordance with Section 409A of the Code.  Each payment under any Award that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code.  In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code.  Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, in the event that a Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), amounts in respect of Awards that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following a Participant’s Separation from Service by reason of such Separation from Service shall instead be paid or provided on the first business day following the date that is six months following the Participant’s Separation from Service, to the extent required to avoid the imposition of tax penalties under Section 409A of the Code.  If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of

15

Section 409A of the Code, such amounts shall be paid to the Participant’s estate within 30 days following the date of the Participant’s death.

SECTION 12.                      Term, Amendment and Termination

(a)           Effectiveness.  This Plan was approved by the Company’s shareholders on March 13, 2015 and will be effective as of such date (the “Effective Date”).

(b)           Termination.  This Plan will terminate on the tenth anniversary of the Effective Date.  Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.

(c)           Amendment of the Plan.  The Board or the Committee may amend, alter, or discontinue this Plan, but no amendment, alteration, or discontinuation shall be made that would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, including without limitation, to avoid the imposition of tax penalties under Section 409A of the Code, Applicable Exchange listing standards, or accounting rules.  In addition, no amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.

(d)           Amendment of Awards.  Subject to Section 5(e), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall, without the Participant’s consent, materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause this Plan or Award to comply with applicable law (including tax law), Applicable Exchange listing standards, or accounting rules.

SECTION 13.      Unfunded Status of Plan

It is presently intended that this Plan constitute an “unfunded” plan for incentive and deferred compensation.  The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Shares or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of this Plan.

SECTION 14.      General Provisions

(a)           Conditions for Issuance.  The Committee may, in its discretion, require each Person purchasing or receiving Shares pursuant to an Award to represent to, and agree with, the Company in writing that such Person is acquiring the Shares without a view to the distribution thereof.  The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer.  Notwithstanding any other provision of this Plan or Award Agreements hereunder, the Company shall not be required to issue or deliver any Shares under this Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any

16

registration or other qualification of such Shares of the Company under any state, federal, or foreign law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state, federal, or foreign governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

(b)           No Contract of Employment.  This Plan and the Award Agreements hereunder shall not constitute a contract of employment, and the adoption of this Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any employee at any time.

(c)           Required Taxes.  No later than the date as of which an amount with respect to any Award under this Plan first becomes includible in the gross income of a Participant or subject to withholding for federal, state, local, or foreign income or employment or other tax purposes, such Participant shall pay to the Company or the applicable Affiliate, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such amount.  Unless otherwise determined by the Company, withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes.  The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise payable to such Participant.  The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Shares.

(d)           Limitation on Dividend Reinvestment and Dividend Equivalents.  Reinvestment of dividends in additional Shares and the payment of Shares with respect to dividends to Participants holding Awards under this Plan shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then-outstanding Awards).  In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Share Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Share Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Share Units on the terms contemplated by this Section 14(d).

(e)           Designation of Death Beneficiary.  The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such Eligible Individual, after such Participant’s death, may be exercised.

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(f)            Subsidiary Employees.  In the case of a grant of an Award to any employee of a Subsidiary, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of this Plan.  All Shares underlying Awards that are forfeited or cancelled shall revert to the Company.

(g)           Governing Law and Interpretation.  This Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of England and Wales, without reference to principles of conflict of laws.  The captions of this Plan are not part of the provisions hereof and shall have no force or effect.

(h)           Non-Transferability.  Except as otherwise provided in Sections, 6(e), and 7(c) or as determined by the Committee, Awards under this Plan are not transferable except by will or by laws of descent and distribution.

(i)            Clawback.  All Awards under the Plan shall be subject to any clawback, recoupment, or forfeiture provisions required by law and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time, or otherwise adopted by the Board or a committee thereof.

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EX-4.20

Exhibit 4.20

NOTICE OF BLACKOUT PERIOD

To:	Directors and Executive Officers of International Game Technology PLC
Re:	Notice of Imposition of Trading Blackout Period Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002
Date:	November 28, 2015

As part of the harmonizing of the benefit plans of International Game Technology PLC (“IGT PLC”), effective December 31, 2015 the legacy IGT 401(k) plan (called the IGT 401(K) Savings Plan) and the legacy GTECH 401(k) plan (called the GTECH Corporation 401(k) Retirement Savings Plan) will be merging to form the IGT 401K Retirement Savings Plan.

The trustee of the legacy IGT 401(K) Savings Plan has notified IGT PLC (see attached) that, in connection with the merging of these 401(k) plans, the trustee intends to temporarily suspend certain transactions activity in or involving the IGT PLC Stock Fund (the “Stock Fund”) under the legacy IGT 401(k) plan (such period of temporary suspension, the “blackout period”).  During the blackout period, participants will be unable to direct or diversify investments pertaining to, or obtain loans or distributions with respect to, their individual account balances held in the Stock Fund.

Based on the expected timing for the merging of 401(k) plans, the blackout period is expected to begin at 1:00 pm Eastern Time on December 24, 2015 and end at 9:30 am Eastern Time on January 4, 2016.  A director or executive officer may obtain, without charge, information as to whether the blackout period has begun or ended by contacting the Corporate Secretary at +39 335 7811447.

Please note that the blackout period is expected to occur at a time when the trading window under IGT PLC’s securities trading policy is closed. Therefore, in addition to trading restrictions relating to the blackout period, IGT PLC directors, officers and other designated employees are prohibited from buying, selling or otherwise effecting transactions in IGT PLC shares or equity awards because of the closed trading window.

Pursuant to Section 306(a) of Sarbanes-Oxley Act of 2002 and Regulation BTR promulgated under the Securities Exchange Act of 1934, as amended (“Regulation BTR”), this notice is to inform you, as directors and executive officers of IGT PLC, that commencing at 1:00 pm Eastern Time on December 24, 2015, you are prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring any ordinary shares of IGT PLC or other equity securities of IGT PLC, including pursuant to options to acquire shares and other derivative securities, during the blackout period described above.  Securities acquired outside of an individual’s service as a director or executive officer (such as shares acquired when the person was an employee but not yet an executive officer) are not covered by this restriction.  However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements). The restriction will not apply to any purchases or sales made pursuant to Rule 10b5-1 trading plans previously approved by the IGT PLC Legal Department and in existence prior to the date of this notice.

Given the complexity of these rules, you are urged to avoid any discretionary change in your beneficial ownership of IGT PLC equity securities during the blackout period.  If you think an exception may apply to you, you should not trade ANY IGT PLC security or derivative during the blackout period prior to receiving advance written permission from the IGT PLC Legal Department.

If you have any questions concerning this notice, the blackout period or the transactions affected by the blackout period, please contact the Corporate Secretary at +39 335 7811447 or by mail at International Game Technology PLC, Marble Arch House, 66 Seymour Street, Second Floor, London W1H 5BT, United Kingdom.

EX-8.1

Exhibit 8.1

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
Atronic Australia Pty Ltd.	Australia	2,000	100	Atronic Australien GmbH
Atronic Australien GmbH	Germany	573	100	International Game Technology PLC
Banca ITB S.p.A. ***	Italy	25,120	13.33	Lottomatica Holding S.r.l.
Big Easy S.r.l.	Italy	2,300	51	Lottomatica Videolot Rete S.p.A.
Big Macao S.r.l.	Italy	320	100	Big Easy S.r.l
CartaLis Imel S.p.A.	Italy	10,000	85	Lottomatica Italia Servizi S.p.A.
Consel Consorzio Elis ***	Italy	51	0.1	Lottomatica Holding S.r.l.
Consorzio Lotterie Nazionali	Italy	7.5	63	Lottomatica Holding S.r.l.
D&D Electronic & Software GmbH ***	Germany	26	50	IGT Germany Gaming GmbH
Easy Nolo S.p.A. ***	Italy	1,900	10	Lottomatica Italia Servizi S.p.A.
GTECH Austria GmbH f/k/a Spielo International Austria GmbH	Austria	300	100	IGT Germany Gaming GmbH

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
GTECH German Holdings Corporation GmbH	Germany	25	100	International Game Technology PLC
GTECH Monaco S.A.M. f/k/a Spielo International Monaco S.A.M.	Monaco	150	98	GTECH Austria GmbH
GTECH Peru S.A. f/k/a Spielo International Peru S.A.	Peru	31,565.442	98	IGT Germany Gaming GmbH
IGT Canada Solutions ULC f/k/a GTECH Canada ULC	Nova Scotia, Canada	54,261	100	International Game Technology PLC
IGT Germany Gaming GmbH f/k/a GTECH Germany GmbH	Germany	302	100	GTECH German Holdings Corporation GmbH
IGT Global Solutions Corporation f/k/a GTECH Corporation	Delaware, USA	**	100	IGT
IGT Italia Gaming Machines Solutions S.r.l. f/k/a Spielo International Italy S.r.l.	Italy	1,000	100	Lottomatica Holding S.r.l.
LIS Istituto di Pagamento S.p.A.	Italy	1,000	100	Lottomatica Italia Servizi S.p.A.
Lotterie Nazionali S.r.l.	Italy	31,000	64	Lottomatica Holding S.r.l.
Lottomatica S.p.A.	Italy	65,050	100	Lottomatica Holding S.r.l.]
Lottomatica Giochi e	Italy	10	100	International Game Technology

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
Partecipazioni S.r.l.				PLC
Lottomatica Holding S.r.l.	Italy	88,392	100	International Game Technology PLC
Lottomatica Italia Servizi S.p.A.	Italy	2,582	100	Lottomatica Holding S.r.l.
Lottomatica Scommesse S.r.l.	Italy	20,000	100	Lottomatica Holding S.r.l.
Lottomatica Videolot Rete S.p.A.	Italy	3,226	100	Lottomatica Holding S.r.l.
Neurosoft S.A.***	Greece	8,750	16.58	International Game Technology PLC
Optima Gaming Service S.r.l.	Italy	10	100	Lottomatica Videolot Rete S.p.A.
PCC Giochi e Servizi S.p.A.	Italy	21,000	100	Lottomatica S.p.A.
Ringmaster S.r.l. ***	Italy	10	50	Lottomatica Holding S.r.l.
SED Multitel S.r.l.	Italy	800	100	Lottomatica Holding S.r.l.
Spielo International Argentina S.r.l.	Argentina	44.3	86.45	IGT Germany Gaming GmbH
Technology and Security Printing S.r.l. ***	Italy	10	50	PCC Giochi e Servizi S.p.A.

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
Anguilla Lottery and Gaming Company, Ltd.	Anguilla	10	100	Leeward Islands Lottery Holding Company, Inc.
Antigua Lottery Company, Ltd.	Antigua	**	100	Leeward Islands Lottery Holding Company, Inc.
Beijing GTECH Computer Technology Company Ltd.	China (PRC)	US$1,750	100	IGT Foreign Holdings Corporation
BillBird S.A.	Poland	4,490.368	100	IGT Global Services Limited
Business Venture Investments No 1560 Proprietary Limited	South Africa	**	100	IGT Global Services Limited
CLS-GTECH Company Limited ***	British Virgin Islands	US$25,689.9	50	IGT Global Services Limited
CLS-GTECH Technology (Beijing) Co., Ltd. ***	China (PRC)	US$6,500	100	CLS-GTECH Company Limited
Cam Galaxy Group Ltd.	United Kingdom	100	100	IGT Global Solutions Corporation
Caribbean Lottery Services, Inc.	U.S. Virgin Islands	**	100	Leeward Islands Lottery Holding Company, Inc.
Data Transfer Systems, Inc.	Delaware, USA	**	100	IGT Global Solutions Corporation

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
Dreamport, Inc.	Delaware, USA	**	100	IGT Global Solutions Corporation
Dreamport do Brasil Ltda.	Brazil	3,534.113	100	Dreamport, Inc. (99.75%); IGT Foreign Holdings Corporation (0.25%)
Dreamport Suffolk Corporation	Delaware, USA	**	100	IGT Global Solutions Corporation
Europrint (Games) Limited	United Kingdom	20	100	Europrint Holdings Ltd.
Europrint Holdings Limited	United Kingdom	90.908	100	Cam Galaxy Group (40%); JSJ Ltd. (60%)
Europrint (Promotions) Limited	United Kingdom	**	100	Europrint Holdings Ltd.
GTECH Asia Corporation	Delaware, USA	**	100	IGT Global Solutions Corporation
GTECH Australasia Corporation	Delaware, USA	**	100	IGT Global Solutions Corporation
GTECH Avrasya Teknik Hizmetler Ve Musavirlik A.S.	Turkey	280	99.6	IGT Global Solutions Corporation
GTECH Brasil Ltda.	Brazil	96,582.428	100	IGT Global Solutions Corporation (99.75%); IGT Foreign Holdings Corporation (0.25%)

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
IGT Communicaciones Colombia Ltda. f/k/a/ GTECH Communicaciones Colombia Ltda.	Colombia	1,408,043	100	IGT Foreign Holdings Corporation (99.99%); Alvaro Rivas (.01%) (Nominee share)
GTECH Corporation	Utah, USA	**	100	IGT Global Solutions Corporation
GTECH Cote d’Ivoire	Ivory Coast	1,000	100	IGT Foreign Holdings Corporation
GTECH Czech Services s.r.o.	Czech Republic	1,000	100	IGT Global Services Limited (98%); GTECH Ireland Operations Limited (2%)
GTECH Czech Republic, LLC (1)	Delaware, USA	3,000	37	IGT Global Solutions Corporation
GTECH Far East Pte Ltd	Singapore	25	100	IGT Global Services Limited
GTECH France SARL	France	8	100	IGT Foreign Holdings Corporation
GTECH (Gibraltar) Limited f/k/a Spielo International (Gibraltar) Limited	Gibraltar	**	100	GTECH (Gibraltar) Holdings Limited
GTECH (Gibraltar) Holdings Limited f/k/a St. Enodoc Holdings Limited	Gibraltar	15.701	100	IGT Global Services Limited

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
GTECH GmbH	Germany	500	100	IGT Global Services Limited
GTECH Global Lottery S.L.U.	Spain	8.8088	100	IGT Global Services Limited
GTECH India Private Limited f/k/a Springboard Technologies Private Limited	India	100	100	IGT Global Services Limited (99.99%); GTECH Far East Pte Ltd. (0.01%)
GTECH Ireland Operations Limited	Ireland	100	100	IGT Global Services Limited
GTECH Latin America Corporation (2)	Delaware, USA	**	80	IGT Global Solutions Corporation; Computers and Controls (Holdings) Limited (20%)
GTECH Malta Holdings Limited f/k/a Boss Holdings Ltd.	Malta	15	99.99	GTECH Sweden Interactive AB
GTECH Malta Casino Limited f/k/a Boss Media Malta Casino Ltd.	Malta	80	99.99	GTECH Malta Holdings Limited
GTECH Malta Poker Limited f/k/a Boss Media Malta Poker Ltd.	Malta	40	99.99	GTECH Malta Holdings Limited
GTECH Management P.I. Corporation	Delaware, USA	**	100	IGT Global Solutions Corporation

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
GTECH Mexico S.A. de C.V.	Mexico	50,000	100	IGT Global Solutions Corporation (99.656696%); IGT Foreign Holdings Corporation (0.343297%); GTECH Latin America Corporation (0.000007%)
GTECH Northern Europe Corporation	Delaware, USA	**	100	IGT Global Solutions Corporation
GTECH Poland Sp. z o.o.	Poland	52,382	100	IGT Global Solutions Corporation
GTECH Servicios de México, S. de R.L. de C.V.	Mexico	**	100	IGT Global Solutions Corporation (99.9%); IGT Foreign Holdings Corporation Holdings Corporation (0.1%)
GTECH Slovakia Corporation	Delaware, USA	**	100	IGT Global Solutions Corporation
GTECH Southern Africa (Pty) Ltd.	South Africa	**	100	IGT Global Solutions Corporation
GTECH Spain S.A. f/k/a G2 Gaming Spain, S.A.	Spain	101	100	GTECH Global Lottery S.L.U.
GTECH Sports Betting Solutions Limited	United Kingdom	**	100	IGT Global Services Limited
GTECH Sweden AB	Sweden	100	100	IGT Global Services Limited
GTECH Sweden Interactive AB	Sweden	1,141.3	100	IGT Global Services Limited

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
f/k/a Boss Media AB
GTECH Sweden Investment AB f/k/a Boss Media Investment AB	Sweden	300	100	GTECH Sweden Interactive AB
GTECH U.K. Limited	United Kingdom	200	100	IGT Global Solutions Corporation
GTECH UK Games Limited f/k/a SI Games UK Limited	United Kingdom	**	100	GTECH Sweden Interactive AB
IGT UK Interactive Limited f/k/a GTECH UK Interactive Limited	United Kingdom	1.172	100	GTECH Sports Betting Solutions Limited
GTECH Ukraine	Ukraine	9,548.63029	100	GTECH Asia Corporation (99%); GTECH Management P.I. Corporation (1%)
GTECH VIA DR, SAS	Dominican Republic	300	100	IGT Global Services Limited (99.9997%); GTECH Ireland Operations Limited (0.0003%)
GTECH WaterPlace Park Company, LLC	Delaware, USA	**	100	IGT Global Solutions Corporation
GTECH West Africa Lottery Limited	Nigeria	10,000	100	IGT Global Services Limited (75%); GTECH Ireland Operations Limited (25%)

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
GTECH Worldwide Services Corporation	Delaware, USA	**	100	IGT Global Solutions Corporation
IGT Colombia Ltda. f/k/a GTECH Colombia Ltda.	Colombia	6,884,500	100	IGT Global Services Limited (99.998%); GTECH Comunicaciones Colombia Ltda. (.001%); Maria Clara Martinez (.001%) (Nominee share)
IGT Foreign Holdings Corporation f/k/a GTECH Foreign Holdings Corporation	Delaware, USA	**	100	IGT Global Solutions Corporation
IGT GAMES SAS f/k/a GTECH SAS	Colombia	25,000	100	IGT Global Services Limited (80%); GTECH Comunicaciones Ltda. (10%); IGT Foreign Holdings Corporation (10%)
IGT Global Services Limited f/k/a GTECH Global Services Corporation Limited	Cyprus	US$486,574.326	100	IGT Global Solutions Corporation
IGT Indiana, LLC f/k/a GTECH Indiana, LLC	Indiana, USA	**	100	IGT Global Solutions Corporation
IGT Korea LLC	Korea	1,000,000	100	IGT Global Services Limited
IGT Rhode Island LLC f/k/a GTECH Rhode Island LLC	Rhode Island, USA	**	100	IGT Global Solutions Corporation

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
Innoka Oy	Finland	16.2	81	IGT Global Services Limited
Interactive Games International Limited	United Kingdom	**	100	Europrint Holdings Ltd.
International Game Technology Services Limited	Cyprus	1,000	100	International Game Technology PLC
JSJ Ltd.	United Kingdom	690	100	IGT Global Solutions Corporation
Leeward Islands Lottery Holding Company, Inc.	St. Kitts & Nevis	13,600	100	IGT Global Services Limited
Lottery Equipment Company	Ukraine	**	100	GTECH Asia Corporation (99.994%); GTECH Management P.I. Corporation (.006%)
Loxley GTECH Technology Co., Ltd. ***	Thailand	1,470	49	IGT Global Services Limited (39%); IGT Global Solutions Corporation (10%)
Northstar Lottery Group, LLC	Illinois, USA	86,182	80	IGT Global Solutions Corporation
Northstar New Jersey Holding Company, LLC	New Jersey, USA	103,917	50.15	IGT Global Solutions Corporation
Northstar New Jersey Lottery Group, LLC	New Jersey, USA	113,786	82.31	Northstar New Jersey Lottery Holding Company, LLC

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
Northstar SupplyCo New Jersey, LLC	New Jersey, USA	41,073	70	IGT Global Solutions Corporation
Online Transaction Technologies SARL à Associé Unique	Morocco	33,500	100	IGT Foreign Holdings Corporation
Orbita Sp. z o.o.	Poland	68	100	IGT Global Solutions Corporation
Oy GTECH Finland Ab	Finland	8	100	IGT Global Solutions Corporation
Playyoo SA	Switzerland	16.347	100	GTECH UK Interactive Limited
Probability Games Corporation Limited	U.K.	151.450	100	GTECH UK Interactive Limited
Probability (Gibraltar) Limited	Gibraltar	**	100	GTECH UK Interactive Limited
Probability Limited	U.K.	35,917.866	100	GTECH UK Interactive Limited
Prodigal Lottery Services, N.V.	Netherlands Antilles	US$10	100	Leeward Islands Lottery Holding Company, Inc.
Retail Display and Service Handlers, LLC	Delaware, USA	**	100	IGT Global Solutions Corporation
SB Indústria e Comércio Ltda.	Brazil	4,138.646	100	IGT Global Solutions Corporation (99.99%); IGT Foreign Holdings Corporation (0.01%)

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
Siam GTECH Company Limited	Thailand	19.993	99.97	IGT Global Solutions Corporation
St. Kitts and Nevis Lottery Company, Ltd.	St. Kitts & Nevis	**	100	Leeward Islands Lottery Holding Company, Inc.
Technology Risk Management Services, Inc.	Delaware, USA	**	100	IGT Global Solutions Corporation
Turkish Lottery Holding B.V. ***	Netherlands	**	40	GTECH Ireland Operations Limited
Turks and Caicos Lottery Company Ltd.	Turks & Caicos	US$50	100	Leeward Islands Lottery Holding Company, Inc.
UTE Logista-GTECH, Law 18/1982, No. 1	Spain	2,000	50	GTECH Global Lottery S.L.
VIA TECH Servicios SpA	Chile	**	100	IGT Global Services Limited
VIATEC S.r.l.	Argentina	100	100	IGT Foreign Holdings Corporation (95%); IGT Global Solutions Corporation (5%)
Yeonama Holdings Co. Limited ***	Cyprus	1,980.6	30	IGT Global Services Limited
Acres Gaming Incorporated	Nevada, USA	US$100	100	International Game Technology

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
BringIt, Inc.	Delaware, USA	US$0.1	100	IGT
Casablanca Gaming Group AB	Sweden	100,000	100	IGT Interactive (Sweden) AB
Casagaming Holding Ltd	Malta	1,250	100	Casablanca Gaming Group AB (99%); IGT Interactive (Sweden) AB (1%)
Casagaming Ltd	Malta	1,250	100	Casagaming Holding Ltd (99%); IGT Interactive (Sweden) AB (1%)
Cyberview International, Inc.	Delaware, USA	US$1	100	IGT
DoubleDown Interactive B.V.	Netherlands	US$24,660	100	IGT Interactive C.V.
Double Down Interactive LLC	Washington (USA)	***	100	International Game Technology
Eagle Ice AB	Sweden	50,000	100	International Game Technology
Entraction Holding AB	Sweden	50,000	100	Eagle Ice AB
Entraction Mobile AB	Sweden	105,000	100	Entraction Holding AB
Gaming Productions Holding Limited	Malta	4,000	100	Entraction Holding AB (99%); IGT Interactive (Sweden) AB (1%)

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
IGT	Nevada, USA	US$98,123.52	100	International Game Technology
IGT (Alderney) Limited	Alderney	10,000	100	IGT Interactive C.V.
IGT (Alderney 1) Limited	Alderney	10,000	100	IGT (Alderney) Limited
IGT (Alderney 2) Limited	Alderney	10,000	100	IGT (Alderney) Limited
IGT (Alderney 4) Limited	Alderney	10,000	100	IGT (Alderney) Limited
IGT (Alderney 5) Limited	Alderney	10,000	100	IGT (Alderney) Limited
IGT (Alderney 7) Limited	Alderney	10,000	100	IGT (Alderney) Limited
I.G.T. - Argentina S.A.	Argentina	29.250	100	International Game Technology (96.67%); International Game Technology S.R.L. (3.33%)
IGT Asia - Macau, S.A.	Macau	2,500,000	100	International Game Technology (99.92%); IGT (.04%); IGT International Holdings 1 LLC (.04%)
IGT ASIA PTE. LTD.	Singapore	US$350,000	100	International Game Technology
IGT Asiatic Development Limited	British Virgin Islands	US$3,600,000	100	International Game Technology
I.G.T. (Australia) Pty Limited	Australia	35,330	100	International Game Technology

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
IGT-Canada Inc.	Canada	US$100	100	International Game Technology
IGT-China, Inc.	Delaware, USA	US$0.1	100	International Game Technology
IGT do Brasil Ltda.	Brazil	12,178,080.00	100	IGT (75.97%); International Game Technology (24.03%)
IGT Dutch Holdings 1 LLC	Delaware, USA	***	100	IGT International Holdings 2 C.V.
IGT Dutch Holdings 2 C.V.	Netherlands	**	100	IGT International Holdings 2 C.V. (99.999999%); IGT Dutch Holdings 1 LLC (0.000001%)
IGT Dutch Interactive LLC	Delaware, USA	***	100	IGT Interactive Holdings 2 C.V.
IGT EMEA B.V.	Netherlands	1	100	IGT-Europe B.V.
IGT Estonia OÜ	Estonia	2,556	100	IGT Interactive (Malta) Holding Ltd
IGT-Europe B.V.	Netherlands	18,000	100	International Game Technology
IGT (Gibraltar) Limited	Gibraltar	5,000	100	IGT Interactive C.V.
IGT Hong Kong Limited	Hong Kong	29,851,000	100	IGT Asiatic Development Limited

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
IGT Interactive C.V.	Netherlands	**	100	IGT (35.827477%); IGT Interactive Holdings 2 C.V. (32.522068%); International Game Technology (31.6504432%); IGT Dutch Interactive LLC (0.000022%)
IGT Interactive Denmark ApS	Denmark	80,000	100	IGT Interactive (Malta) Holding Ltd
IGT Interactive Emop (Malta) Limited	Malta	1,500	100	IGT Interactive Investment (Malta) Holding Limited (99%); IGT Interactive (Sweden) AB (1%)
IGT Interactive Holdings 2 C.V.	Netherlands	**	100	IGT Interactive, Inc. (13.831555%); International Game Technology (86.168445%); IGT International Holdings 1 LLC (0.000001%)
IGT Interactive, Inc.	Delaware, USA	US$0.1	100	International Game Technology
IGT Interactive Investment (Malta) Holding Limited	Malta	1,500	100	Entraction Holding AB (99%); IGT Interactive (Sweden) AB (1%)
IGT Interactive (Malta) Holding Ltd	Malta	2,000	100	IGT Interactive (Sweden) AB (99%); Entraction Holding AB (1%)
IGT Interactive Network (Malta)	Malta	1,000	100	IGT Interactive (Sweden) AB

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
Holding Limited				(99%); Entraction Holding AB (1%)
IGT Interactive Network (Malta) Limited	Malta	2,000	100	IGT Interactive Network (Malta) Holding Limited (99%); IGT Interactive (Sweden) AB (1%)
IGT Interactive Operation (Malta) Ltd	Malta	240,000	100	IGT Interactive (Malta) Holding Ltd (99%); IGT Interactive (Sweden) AB (1%)
IGT Interactive (Sweden) AB	Sweden	2,600,000	100	Entraction Holding AB
IGT International Holdings 1 LLC	Delaware, USA	***	100	International Game Technology
IGT International Treasury B.V.	Netherlands	US$1	100	International Game Technology
IGT International Treasury Holding LLC	Delaware, USA	***	100	IGT International Treasury B.V.
IGT-Íslandi ehf. (IGT-Iceland plc)	Iceland	400.000	100	International Game Technology
IGT Japan K.K.	Japan	10,000,000	100	IGT International Treasury B.V.
IGT-Latvia SIA	Latvia	284,568.00	100	International Game Technology
IGT-Mexicana de Juegos, S. de R.L. de C.V.	Mexico	208,172,700	100	IGT (99.99%); International Game Technology (0.001%)

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
IGT Technology Development (Beijing) Co. Ltd.	China	US$3,600,000	100	IGT Hong Kong Limited
IGT (UK1) Limited	United Kingdom	1	100	IGT Interactive, Inc.
IGT (UK2) Limited	United Kingdom	844,900.30	100	IGT — UK Group Limited
IGT-UK Gaming Limited	United Kingdom	100	100	IGT — UK Group Limited
IGT - UK Group Limited	United Kingdom	1,000,000	100	International Game Technology
International Game Technology	Nevada, USA	10,001,000	100	International Game Technology PLC
International Game Technology-Africa (Pty) Ltd.	South Africa	6,650,000	100	IGT International Treasury B.V.
International Game Technology España, S.L.	Spain	60,390	100	IGT-Europe B.V.
International Game Technology (NZ) Limited	New Zealand	10,000	100	I.G.T. (Australia) Pty Limited
International Game Technology S.R.L.	Peru	155,900	100	IGT (99.991%); IGT International Holdings 1 LLC (0.009%)

Name	Jurisdiction	Share Capital*	Ownership%	Shareholder
Poker Provider Limited	Malta	4,000	100	Gaming Productions Holding Limited (99%); IGT Interactive (Sweden) AB (1%)
Powerhouse Technologies, Inc.	Delaware, USA	US$10	100	International Game Technology
Servicios Corporativos y de Administracion, S. de R.L. de C.V.	Mexico	2,936,089	100	International Game Technology (99.97%); IGT (0.03%)
Surfit i Nacka AB	Sweden	1,633,200	100	Entraction Holding AB
VLC, Inc.	Montana, USA	US$10.78	100	Powerhouse Technologies, Inc.

NOTES

Unless otherwise noted, the consolidation method for all subsidiaries listed above is on a line-by-line basis.

*	All Share Capital amounts are stated in local currency amounts unless otherwise indicated, and in thousands.
**	Share Capital is less than €1,000.
***	Companies not consolidated.
****	Share Capital is less than €1,000.
*****	Companies not consolidated.
(1)	IGT Global Solutions Corporation holds a 37% ownership interest in GTECH Czech Republic, LLC, but consolidates this entity as it exercises control.
(2)	IGT Global Solutions Corporation holds an 80% interest in GTECH Latin America, but exercises 100% voting power.

EX-12.1

Exhibit 12.1

SECTION 302 CERTIFICATION OF THE
CHIEF EXECUTIVE OFFICER

I, Marco Sala, certify that:

1.I have reviewed this annual report on Form 20-F of International Game Technology PLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

By:	/s/ Marco Sala
	Marco Sala
	Chief Executive Officer

Dated April 29, 2016

EX-12.2

Exhibit 12.2

SECTION 302 CERTIFICATION OF THE
CHIEF FINANCIAL OFFICER

I, Alberto Fornaro, certify that:

1.     I have reviewed this annual report on Form 20-F of International Game Technology PLC;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.     The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have

(a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)       Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)       Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

5.     The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

By:	/s/ Alberto Fornaro
	Alberto Fornaro
	Chief Financial Officer

Dated April 29, 2016

EX-13.1

Exhibit 13.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of International Game Technology PLC (the “Company”) on
Form 20-F for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company does hereby certify, to its knowledge, that:

(1)       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Marco Sala
	Marco Sala
	Chief Executive Officer

Dated April 29, 2016

A signed original of this written statement has been provided to International Game Technology PLC and will be retained by International Game Technology PLC and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C §1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-13.2

Exhibit 13.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of International Game Technology PLC (the “Company”) on
Form 20-F for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company does hereby certify, to its knowledge, that:

(1)       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Alberto Fornaro
	Alberto Fornaro
	Chief Financial Officer

Dated April 29, 2016

A signed original of this written statement has been provided to International Game Technology PLC and will be retained by International Game Technology PLC and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C §1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-15.1

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-203266) of International Game Technology PLC of our report dated April 29, 2016 relating to the financial statements and financial statement schedule, which appears in this Form 20-F.

/s/ PricewaterhouseCoopers LLP
Boston, MA
April 29, 2016

EX-15.2

Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-203266) of International Game Technology PLC (successor of GTECH S.p.A.) of our report dated April 29, 2016 relating to the financial statements and financial statement schedule, which appears in this Form 20-F.

/s/ PricewaterhouseCoopers SpA

Rome, Italy

April, 29 2016

EX-15.3

Exhibit 15.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-203266) of International Game Technology PLC of our report dated April 29, 2016, with respect to the consolidated financial statements and schedule of International Game Technology PLC (successor of GTECH S.p.A.) for the year ended December 31, 2013, included in this Annual Report (Form 20-F) for the year ended December 31, 2015.

/s/ Reconta Ernst & Young S.p.A.

Rome, Italy

April 29, 2016

EX-15.4

Exhibit 15.4

April 29, 2016

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Ladies and Gentlemen:

We have read the statements made under the caption “Change in Registrant’s Certifying Accountant” included in the Annual Report on Form 20-F of International Game Technology PLC dated April 29, 2016 and are in agreement with the statements contained in paragraphs six, seven and eight therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

Yours truly,

/s/ Reconta Ernst & Young S.p.A.

Rome, Italy

EX-15.5

Exhibit 15.5

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by International Game Technology PLC (copy attached), which we understand will be filed with the Securities and Exchange Commission pursuant to Item 16.F of Form 20-F, as part of the Annual Report on Form 20-F of International Game Technology PLC for the year ended December 31, 2015.  We agree with the statements concerning our Firm in such Form 20-F.

Very truly yours,

/s/ PricewaterhouseCoopers SpA

Rome, Italy

April 29, 2016

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2015 shares
Document and Entity Information
Entity Registrant Name	International Game Technology PLC
Entity Central Index Key	0001619762
Document Type	20-F
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	200,244,239
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 627,484	$ 317,106
Restricted cash and investments	169,101	108,115
Trade and other receivables, net	959,592	919,606
Inventories	269,982	184,593
Other current assets	423,701	211,786
Income taxes receivable	35,514	11,425
Total current assets	2,485,374	1,752,631
Systems, equipment and other assets related to contracts, net	1,127,518	1,086,426
Property, plant and equipment, net	349,677	123,542
Goodwill, net	6,830,499	3,958,881
Intangible assets, net	3,335,633	786,321
Other non-current assets	937,917	714,514
Deferred income taxes	48,074	12,982
Total assets	15,114,692	8,435,297
Current liabilities:
Accounts payable	1,057,860	1,241,037
Other current liabilities	922,586	862,357
Current portion of long-term debt	160	849,600
Short-term borrowings		10,800
Income taxes payable	30,020	25,689
Total current liabilities	2,010,626	2,989,483
Long-term debt, less current portion	8,334,013	2,099,071
Deferred income taxes	941,418	198,606
Other non-current liabilities	462,493	200,417
Total non-current liabilities	9,737,924	2,498,094
Total Liabilities	$ 11,748,550	$ 5,487,577
Commitments and contingencies (Note 17)
Stockholders' equity:
Common stock, par value $0.10 and $1.24 per share; 200,244,239 and 174,976,029 shares issued; 200,244,239 and 172,792,526 shares outstanding at December 31, 2015 and 2014, respectively	$ 20,024	$ 217,171
Additional paid-in capital	2,816,057	2,204,246
Treasury stock		(53,160)
Retained (deficit) earnings	(13,271)	46,377
Accumulated other comprehensive income	194,838	155,203
Total IGT PLC's shareholders' equity	3,017,648	2,569,837
Non-controlling interests	348,494	377,883
Total shareholders' equity	3,366,142	2,947,720
Total liabilities and shareholders' equity	$ 15,114,692	$ 8,435,297

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Consolidated Balance Sheets
Common stock, par value (in dollars per share)	$ 0.10	$ 1.24
Common stock, shares issued	200,244,239	174,976,029
Common stock, shares outstanding	200,244,239	172,792,526

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Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Consolidated Statements of Operations
Service revenue	$ 3,977,693	$ 3,489,969	$ 3,460,516
Product sales	711,363	322,342	369,118
Total revenue	4,689,056	3,812,311	3,829,634
Cost of services	2,417,315	2,324,043	2,373,184
Cost of product sales	520,343	190,454	223,889
Selling, general and administrative	795,252	413,001	402,264
Research and development	277,401	108,175	104,845
Restructuring expense	76,896	23,654	27,872
Impairment loss	12,497	2,597	13,604
Transaction expense, net	49,396	35,336
Total operating expenses	4,149,100	3,097,260	3,145,658
Operating income	539,956	715,051	683,976
Interest income	17,681	4,765	4,436
Equity income (loss), net	207	(2,114)	(1,326)
Other income	6,939	7,650	6,883
Other expense	(129,441)	(119,129)	(14,972)
Foreign exchange gain (loss), net	5,611	(3,786)	(2,432)
Interest expense	(457,984)	(262,220)	(217,128)
Total non-operating expenses	(556,987)	(374,834)	(224,539)
Income (loss) before provision for income taxes	(17,031)	340,217	459,437
Provision for income taxes	38,896	240,413	225,955
Net (loss) income	(55,927)	99,804	233,482
Less: Net income attributable to non-controlling interests	19,647	13,642	31,877
Net (loss) income attributable to IGT PLC	$ (75,574)	$ 86,162	$ 201,605
Net (loss) income attributable to IGT PLC per common share - basic	$ (0.39)	$ 0.50	$ 1.16
Net (loss) income attributable to IGT PLC per common share - diluted	$ (0.39)	$ 0.49	$ 1.16
Weighted-average shares - basic	192,398	173,792	173,315
Weighted-average shares - diluted	192,398	174,490	173,644

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Consolidated Statements of Comprehensive Income
Net (loss) income	$ (55,927)	$ 99,804	$ 233,482
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	60,079	62,514	(52,331)
Change in unrealized (loss) gain on cash flow hedges:
Unrealized (loss) gain on cash flow hedges	(594)	4,059	(1,780)
Reclassification of gain to net income	(244)	(640)	(1,011)
Total change in unrealized (loss) gain on cash flow hedges	(838)	3,419	(2,791)
Unrealized gain on hedge of net investment in foreign operation		1,861	494
Unrealized (loss) gain on available-for-sale securities	(3,046)	2,845	3,913
Unrealized gain (loss) on defined benefit plans	395	(2,055)	(1,725)
Share of other comprehensive loss of associate		(748)
Other comprehensive income (loss), before tax	56,590	67,836	(52,440)
Income tax (provision) benefit related to items of other comprehensive income	(17,259)	(20,009)	6,943
Other comprehensive income (loss)	39,331	47,827	(45,497)
Total comprehensive (loss) income	(16,596)	147,631	187,985
Less: Total comprehensive income attributable to non-controlling interests	19,343	14,547	31,648
Total comprehensive income (loss) attributable to IGT PLC	$ (35,939)	$ 133,084	$ 156,337

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operating activities
Net (loss) income	$ (55,927)	$ 99,804	$ 233,482
Adjustments for:
Amortization	410,264	148,823	134,149
Depreciation	369,564	323,729	331,531
Amortization of upfront payments to customers	107,812	126,253	121,389
Loss on extinguishment of debt	73,806	88,628
Debt issuance cost amortization	40,366	48,604	12,180
Stock-based payment expense	36,067	13,823	11,301
Impairment loss	12,497	2,597	13,604
Other, net	45,015	38,398	6,205
Cash flows before changes in operating assets and liabilities	1,039,464	890,659	863,841
Changes in operating assets and liabilities, net of acquisition:
Trade and other receivables	83,218	171,258	(164,135)
Inventories	72	3,620	19,084
Accounts payable	(53,762)	(20,184)	(43,098)
Other assets and liabilities	(282,995)	20,557	57,867
Net cash flows provided by operating activities	785,997	1,065,910	733,559
Investing activities
Acquisition of IGT, net of cash acquired	(3,241,415)
Capital expenditures	(402,634)	(335,220)	(476,705)
Proceeds from jackpot annuity investments	36,215
Purchases of jackpot annuity investments	(6,799)
Proceeds from sale of assets	230,587	1,390	2,422
Other	22,523	13,705	11,953
Net cash flows used in investing activities	(3,361,523)	(320,125)	(462,330)
Financing activities
Proceeds from issuance of long-term debt	6,521,991	897,115
Proceeds from interest rate swaps	67,773	15,294
Proceeds from stock options	10,672	4,641	20,859
Capital increase - non-controlling interest	9,049	7,789	95,191
Treasury stock purchases		(53,160)
Acquisition of non-controlling interest		(99,726)
Payments for accelerated stock awards	(14,867)
Net (payments of) receipts from financial liabilities	(21,539)	58,911
Payments in connection with note consents	(29,022)	(6,773)
Dividends paid - non-controlling interest	(29,156)	(45,561)	(44,323)
Return of capital - non-controlling interest	(30,568)	(74,441)	(52,200)
Payments on bridge facility	(51,409)	(63,999)
Payments in connection with the early extinguishment of debt	(79,526)	(88,628)
Debt issuance costs paid	(84,859)	(23,542)	(5,787)
Dividends paid	(209,589)	(177,608)	(163,774)
Payments to withdrawing shareholders	(407,759)
Principal payments on long-term debt	(2,714,867)	(1,295,575)	(140,558)
Other	(16,158)	(13,671)	(20,612)
Net cash flows provided by (used in) financing activities	2,920,166	(958,934)	(311,204)
Net increase (decrease) in cash and cash equivalents	344,640	(213,149)	(39,975)
Effect of exchange rate changes on cash	(34,262)	(47,753)	16,652
Cash and cash equivalents at the beginning of the period	317,106	578,008	601,331
Cash and cash equivalents at the end of the period	$ 627,484	$ 317,106	$ 578,008

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Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands	Total IGT PLC Equity	Common Stock	Additional Paid-In Capital	Treasury Stock	Retained Earnings (Deficit)	Accumulated Other Comprehensive Income	Non Controlling Interests	Total
Balance, beginning of period at Dec. 31, 2012	$ 2,789,912	$ 213,812	$ 2,252,425		$ 170,126	$ 153,549	$ 505,989	$ 3,295,901
Shares of common stock outstanding
Net (loss) income	201,605				201,605		31,877	233,482
Other comprehensive income (loss), net of tax	(45,268)					(45,268)	(229)	(45,497)
Total comprehensive (loss) income	156,337				201,605	(45,268)	31,648	187,985
Stock-based payment expense	11,301		11,301					11,301
Shares issued upon exercise of stock options	19,205	1,587	17,618					19,205
Capital increase							99,334	99,334
Capital reallocation	2,400				2,400		(2,400)
Shares issued under stock award plans		437	(437)
Return of capital							(52,200)	(52,200)
Acquisition of non-controlling interest							13,878	13,878
Dividends paid	(163,774)				(163,774)		(44,323)	(208,097)
Balance, end of period at Dec. 31, 2013	2,815,381	215,836	2,280,907		210,357	108,281	551,926	3,367,307
Shares of common stock outstanding
Net (loss) income	86,162				86,162		13,642	99,804
Other comprehensive income (loss), net of tax	46,922					46,922	905	47,827
Total comprehensive (loss) income	133,084				86,162	46,922	14,547	147,631
Stock-based payment expense	13,823		13,823					13,823
Shares issued upon exercise of stock options	5,143	409	4,734					5,143
Capital increase							22,312	22,312
Capital reallocation	3,000				3,000		(3,000)
Shares issued under stock award plans		926	(926)
Return of capital							(74,441)	(74,441)
Acquisition of non-controlling interest	(12,487)				(12,487)		(87,900)	(100,387)
Dividends declared	(156,922)				(156,922)			(156,922)
Dividends paid	(178,025)		(94,292)		(83,733)		(45,561)	(223,586)
Treasury stock purchases	(53,160)			$ (53,160)				(53,160)
Balance, end of period at Dec. 31, 2014	2,569,837	217,171	2,204,246	(53,160)	46,377	155,203	377,883	2,947,720
Shares of common stock outstanding
Net (loss) income	(75,574)				(75,574)		19,647	(55,927)
Other comprehensive income (loss), net of tax	39,635					39,635	(304)	39,331
Total comprehensive (loss) income	(35,939)				(75,574)	39,635	19,343	(16,596)
Shares issued to acquire IGT	917,257	4,532	912,725					917,257
Stock-based payment expense	36,067		36,067					36,067
Payment for accelerated stock awards	(14,867)		(14,867)					(14,867)
Escrow deposit returned - withdrawing shareholders	15,926				15,926			15,926
IGT stock awards attributable to purchase price	11,626		11,626					11,626
Shares issued upon exercise of stock options	10,831	221	10,610					10,831
Capital increase							9,049	9,049
Merger of GTECH S.p.A. into IGT PLC		(217,332)	(242,932)	460,264
GTECH S.p.A. shares exchanged for IGT PLC shares		15,320	(15,320)
Share issuance costs	(3,034)		(3,034)					(3,034)
Shares issued under stock award plans	(3,083)	112	(3,195)					(3,083)
Return of capital							(29,695)	(29,695)
Dividends paid	(79,869)		(79,869)				(28,086)	(107,955)
Treasury stock purchases	(407,104)			$ (407,104)				(407,104)
Balance, end of period at Dec. 31, 2015	$ 3,017,648	$ 20,024	$ 2,816,057		$ (13,271)	$ 194,838	$ 348,494	$ 3,366,142

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Business and Basis of Presentation

12 Months Ended

Dec. 31, 2015

Business and Basis of Presentation

Business and Basis of Presentation

1.Business and Basis of Presentation

International Game Technology PLC (“IGT PLC”), a public limited company organized under the laws of England and Wales, has its corporate headquarters in London, England and operating headquarters in Rome, Italy, Providence, Rhode Island and Las Vegas Nevada. IGT PLC is the successor to GTECH S.p.A., a società per azioni incorporated under the laws of Italy (“GTECH”), and the sole stockholder of International Game Technology, a Nevada corporation (“IGT” or “Legacy IGT”).

On April 7, 2015, GTECH acquired IGT through:

· The merger of GTECH with and into IGT PLC (the “Holdco Merger”), and

· The merger of Georgia Worldwide Corporation, a Nevada corporation and a wholly owned subsidiary of IGT PLC with and into IGT (the “Subsidiary Merger” and, together with the Holdco Merger, the “Mergers”).

Prior to the Mergers, IGT PLC conducted no activities other than those incident to its formation and essentially had no assets or operations. For presentation and disclosure purposes, transactions entered into by (1) IGT PLC, (2) GTECH prior to the Mergers and (3) IGT subsequent to the Mergers are collectively referred to and referenced as transactions entered into by the Company in the notes to the consolidated financial statements, unless otherwise specified.

IGT PLC and its consolidated subsidiaries (collectively, the “Company”), is a leading commercial operator and provider of technology in the regulated worldwide gaming markets.

When used in these notes, unless otherwise specified or the context otherwise indicates, all references to “IGT PLC,” and the “Company” refer to the business and operations of International Game Technology PLC and consolidated subsidiaries.

The Company operates and provides a full range of services and leading-edge technology products across all gaming markets, including lotteries, machine gaming, sports betting and interactive gaming. The Company also provides high-volume processing of commercial transactions. The Company’s state-of-the-art information technology platforms and software enable distribution of its products and services through land-based systems, internet and mobile devices. The Company’s principal activities are described in Note 20.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies

The consolidated financial statements and accompanying notes, which are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), reflect the application of significant accounting policies described below and elsewhere in the notes to the consolidated financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of International Game Technology PLC and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements are presented in US dollars and all amounts are rounded to the nearest thousand (except share and per share data) unless otherwise indicated

Investments in other entities that the Company has the ability to control, through a majority voting interest or otherwise, or with respect to which the Company is the primary beneficiary, are consolidated. Earnings or losses attributable to any non-controlling interests in a subsidiary, are included in net income (loss) in the consolidated statements of operations. Any investments in affiliates over which the Company has the ability to exert significant influence, but do not control and with respect to which the Company is not the primary beneficiary, are accounted for using the equity method of accounting. Investments in affiliates for which the Company has no ability to exert significant influence are accounted for using the cost method of accounting.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues, costs and expenses during the reporting period and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Significant estimates and judgments relied upon by the Company in preparing these financial statements include the timing of revenue recognition, allowance for doubtful accounts and credit losses, the fair value assigned to acquired assets and assumed and contingent liabilities associated with business combinations, expensing or capitalizing research and development costs for software development, the determination of the fair value of stock-based compensation awards, the amount of the provision for income taxes and the valuation of deferred taxes and intangible assets, including goodwill.

Foreign Currency Translation

The functional currency of the Companies subsidiaries located outside of the United States are determined in accordance with authoritative guidance issued by the Financial Accounting Standards Board, or FASB. Assets and liabilities for these subsidiaries are translated at exchange rates in effect at the balance sheet date. Income and expense accounts for these subsidiaries are translated at the average exchange rates for the periods. Resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within shareholders’ equity. The Company records gains and losses from currency transactions denominated in currencies other than the functional currency in its consolidated statement of operations.

Local currency transactions of subsidiaries located outside of the United States where the U.S. dollar is the functional currency are remeasured into U.S. dollars using current rates of exchange for monetary assets and liabilities and historical rates of exchange for non-monetary assets and liabilities. Gains and losses from remeasurement of monetary assets and liabilities are recorded in the consolidated statement of operations.

Acquisitions

The Company accounts for acquired businesses using the acquisition method of accounting, which requires that the assets acquired, liabilities assumed, contractual contingencies and contingent consideration be recorded at the date of acquisition at their respective fair values. Goodwill represents the excess of the purchase price, including the fair value of any contingent consideration, over the fair value of the net assets acquired. It further requires (1) acquisition related costs to be recognized separately from the acquisition and expensed as incurred, (2) most restructuring costs to be expensed in periods subsequent to the acquisition date and (3) changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period to be reflected in the provision for income taxes. The operating results of acquisitions are included in the consolidated financial statements from the date control is obtained. Acquisition-related costs are included in the consolidated statement of operations within “Transaction expense, net”. Transaction expense, net is composed of transaction costs on significant business combinations and significant gains and losses incurred on disposals of group entities or businesses.

The fair value of identifiable intangible assets is based on significant judgments made by the Company, including the selection of the appropriate valuation methodologies and the determination of the economic lives of the assets acquired. These estimates and assumptions are based on historical and industry experience, information obtained from management of the acquired business, and also include, but are not limited to, future expected cash flows earned from the identified intangible assets and discount rates applied in determining the present value of those cash flows. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. Acquired identifiable intangible assets are amortized on the straight-line method over their estimated economic lives. Amortization of acquired software-related intangibles is included in cost of services and cost of product sales and amortization of other acquired intangible assets is included in selling, general and administrative expenses in the consolidated statement of operations.

Goodwill, Intangible Assets and Long-Lived Assets

Goodwill is tested for impairment at the reporting unit level annually, which is one level below or the same level as an operating segment. The Company has four reporting units as follows:

· North America Gaming and Interactive

· North America Lottery

· International

· Italy

When testing goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is necessary to perform step one of a two-step annual goodwill impairment test for each reporting unit. The Company is required to perform step one only if it concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying value. Should this be the case, the first step of the two-step process is to identify whether a potential impairment exists by comparing the estimated fair values of the reporting units with their respective book values, including goodwill. If the estimated fair value of the reporting unit exceeds book value, goodwill is considered not to be impaired, and no additional steps are necessary. If the fair value of the reporting unit is less than book value, then the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss, if any. The amount of the impairment loss is the excess of the carrying amount of the goodwill over its estimated fair value. The estimate of fair value of goodwill is primarily based on an estimate of the discounted cash flows expected to result from that reporting unit, but may require valuations of certain internally generated and unrecognized intangible assets such as software, technology, patents and trademarks. If the carrying amount of goodwill exceeds the estimated fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.

The Company also evaluates indefinite-lived intangible assets for impairment annually on November 1 and whenever events or changes in circumstances indicate impairment may exist. The Company first performs 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.

The process of evaluating the potential impairment related to goodwill and indefinite-lived intangible assets is highly subjective and requires the application of significant judgment. If an event occurs that would cause revisions to the estimates and assumptions used in analyzing the value of goodwill and other intangible assets with indefinite lives, the revision could result in a non-cash impairment loss that could have a material impact on the Company’s financial results. The Company’s annual review of goodwill and indefinite-lived intangible assets for impairment is performed as of November 1 each year.

The Company evaluates long-lived assets, including identifiable intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events or changes in circumstances that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the overall business strategy and significant negative industry or economic trends. Impairment is recognized when the asset is not recoverable and the carrying amount of an asset exceeds its fair value as calculated on a discounted cash flow basis. If an event occurs necessitating revised estimates and assumptions previously used in analyzing the value of property and equipment or finite-lived intangibles and other assets that revision could result in a non-cash impairment loss that could have a material impact on the Company’s financial results. The Company recorded impairment losses related to long-lived assets of $12.5 million, $2.6 million and $13.6 million in 2015, 2014 and 2013, respectively.

Investments

The Company’s short-term and long-term investments, classified as available-for-sale securities, consist primarily of marketable securities such as U.S. treasury or agencies purchased to fund jackpot winner payments. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date. All securities classified as short-term investments have contractual maturities of less than twelve months. All securities classified as long-term investments have contractual maturities greater than twelve months.

Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of shareholders’ equity. Any premiums or discounts are amortized or accreted, respectively, to maturity as a component of other income (expense) in the consolidated statement of operations. Cash flows from the principal amount of purchases, sales and maturities of available-for-sale securities are classified as cash flows from investing activities. Any amount of premium on purchased securities and discount on matured and sold securities and the related amortization and accretion are classified as cash flows from operating activities in the consolidated statement of cash flows.

The cost of securities sold is based on the specific-identification method. In determining if and when a decline in fair value is judged to be other-than temporary, we consider the duration of a decline in fair value in light of its significance and other factors. The Company evaluates, among other factors: the duration and extent to which the fair value has been less than the carrying value and the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair market value. Declines in fair value deemed other-than temporary are included as a component of other income (expense) in the consolidated statement of operations.

Fair Value of Financial Instruments

The Company applies the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, as well as those financial assets and liabilities that are not measured at fair value but for which fair value is disclosed.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price), in the principal or most advantageous market, in an orderly transaction between market participants, on the measurement date. The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date.

Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3: Inputs that are unobservable in the marketplace and significant to the valuation.

Valuation methods and assumptions used to estimate fair value, when quoted market prices are not available, are subject to judgments and changes in these factors can materially affect fair value estimates.

For financial assets and financial liabilities that are recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, other current assets, accounts payable, and other current liabilities approximate fair value due to relatively short periods to maturity.

Derivative Instruments

The Company uses derivatives to hedge foreign currency exposures related to foreign currency denominated assets and liabilities and forecasted revenue and expense transactions.

The Company uses interest rate derivative instruments designated as fair value hedges to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to agreed-upon notional principal amounts. Changes in the fair value of the derivative instrument are recorded in interest expense and are offset by changes in the fair value on the underlying debt instrument. The cash flows from these contracts are reported as operating activities in the consolidated statement of cash flows. The gains (losses) from terminated interest rate swap agreements are recorded in long-term debt, increasing (decreasing) the outstanding balances of the debt, and amortized as a reduction (addition) of interest expense over the remaining life of the related debt. The cash flows from the termination of the interest rate swap agreements are reported as financing activities in the consolidated statement of cash flows.

The Company hedges its exposure to foreign currency denominated monetary assets and liabilities with foreign currency forward and option contracts. Since these derivatives hedge existing exposures that are denominated in foreign currencies, the contracts do not qualify for hedge accounting. Accordingly, these outstanding non-designated derivatives are recognized on the consolidated balance sheet at fair value with the changes in fair value recorded in foreign exchange gain (loss), net, in the consolidated statement of operations. These derivative contracts mature in less than one year.

The Company also uses foreign currency forward and option contracts to hedge its exposure on a portion of forecasted revenue and expense transactions. These derivatives are designated as cash flow hedges. All outstanding cash flow hedges are recognized on the consolidated balance sheets at fair value with changes in their fair value recorded in accumulated other comprehensive income (loss) until the underlying forecasted transactions occur. To achieve hedge accounting, certain criteria must be met, which include:

· ensuring at the inception of the hedge that formal documentation exists for both the hedging relationship and the risk management objective and strategy for undertaking the hedge, and

· at the inception of the hedge and on an ongoing basis, the hedging relationship is expected to be highly effective in achieving offsetting changes in fair value attributed to the hedged risk during the period that the hedge is designated.

Further, an assessment of effectiveness is required at a minimum on a quarterly basis. Absent meeting these criteria, changes in fair value are recognized in the consolidated statement of operations. Once the underlying forecasted transaction occurs, the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive income (loss) to the consolidated statement of operations, in the related revenue or expense caption, as appropriate. In the event the underlying forecasted transaction does not occur, the amount recorded in accumulated other comprehensive income (loss) is reclassified to the consolidated statement of operations. The ineffective portion of derivatives designated as cash flow hedges is recognized in the consolidated statement of operations as interest expense and the ineffective portion of foreign currency forward and option contracts is recognized in the consolidated statement of operations as foreign exchange gain (loss), net. The ineffective portion of derivatives includes gains or losses associated with differences between actual and forecasted amounts.

For purposes of presentation within the consolidated statement of cash flows, derivative gains and losses are presented within net cash provided by operating activities.

Debt Issuance Costs and Premiums/Discounts

The Company accounts for incremental costs directly attributable to realizing the proceeds of a debt issuance (“Debt issuance costs”) and the difference between the net proceeds received upon debt issuance and the amount payable at maturity (“Debt premium or discount”) as adjustments to the carrying amount of the debt on its consolidated balance sheets. These adjustments are amortized to interest expense using the effective interest method over the estimated term of the debt, typically the contractual term.

Revenue Recognition

The Company has two categories of revenue: Service revenue and Product sales.

Service revenue is derived from the following sources:

· Operating contracts predominately related to Italian contracts;

· Gaming operations arrangements where the Company provides customers with proprietary gaming equipment, systems, content licensing, and services;

· Facility Management Contracts (Hosting arrangements);

· Interactive contracts;

· Post-contract customer support (“PCS”).

Product sales are derived from the following sources:

· Sale of lottery terminals and sale of gaming machines, including game content;

· Sale of lottery and gaming systems, including the licensing of proprietary software, and implementation services.

Revenue is recognized when all of the following conditions are met:

(i)Persuasive evidence of an arrangement exists;

(ii)Delivery has occurred;

(iii)The fee is fixed or determinable;

(iv)Collectability is probable.

Revenues are reported net of incentives, rebates, and discounts. Sales taxes, gaming taxes and other taxes of a similar nature are presented on a net basis (excluded from revenue). Amounts billed prior to completing the earnings process are deferred until revenue recognition criteria is met.

Service revenue

Service revenue is derived from the following types of arrangements:

Operating contracts

Certain of the Company’s revenue, primarily revenue from the Italy segment, is derived from operating contracts. Under operating contracts, the Company manages 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 Italian arrangements whereby the Company is performing services on behalf of the government and the government is considered the Company’s customer, revenue is recognized net of prize payments, taxes, retailer commissions and remittances to state authorities, because the Company is acting as an agent to the authorities. In arrangements where the Company’s customers are the end players and/or retailers, the Company records revenue net of prizes and taxes only, and records the retailer commissions as a cost of service, because the Company is acting as the principal.

The Company also provides sports pools and sports betting services. Under sports pools arrangements, the Company manages the sports pool whereby the sports pool 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, the Company collects the wagers, pays prizes, pays a percentage fee to retailers, withholds its fee, and remits the balance to the respective regulatory agency. The Company assumes no risk associated with sports pool wagering. The Company records revenue net of prize payouts, gaming taxes, retailer commissions and remittances to state authorities, because the Company is acting as an agent to the authorities.

In sports betting contracts, the Company establishes and assumes the risks related to the odds. Under fixed odds betting, the potential payout is fixed at the time bets are placed and the Company bears the risk of odds setting. The Company is responsible for collecting the wagers, paying prizes, and paying fees to retailers. The Company retains the remaining cash as profits. Under these arrangements, the Company records revenue net, calculated as total wagers less the estimated payout for prizes, because the betting contract is considered a derivative and is required to be recorded at fair value. Taxes are recorded as contra revenue and retailer commissions are shown as expenses.

Fees earned under operating contracts are recognized as revenue in the period earned and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Under operating contracts, the Company is generally required to pay upfront concession payments. When such upfront payments are paid to the Company’s customers, the payment is recorded as a non-current asset and amortized as a reduction of service revenue over the concession term.

Gaming Operations

Gaming operations revenues are generated by providing customers with proprietary land-based gaming equipment, systems, content licensing, and services under a variety of recurring revenue arrangements, including a percentage of coin-in (amounts wagered), a percentage of net win, or a fixed daily/monthly fee.

Included in gaming operations are Wide Area Progressive (“WAP”) systems. WAP systems consist of linked slot machines located in multiple casino properties, connecting to a central computer system. WAP games differ from all other games in that a Company-sponsored progressive jackpot increases with every wager until a player wins the top award combination. Casinos with WAP machines pay a percentage of the coin-in (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.

Fees earned under operating contracts are recognized as revenue in the period earned and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Facility management contracts

Under facilities management contracts, the Company constructs, installs, operates and retains ownership of the online system. These contracts, principally in the North America Lottery segment, generally provide for a variable amount of monthly or weekly service fees paid to the Company directly from the customer based on a percentage of sales.

Fees earned under facilities management contracts are recognized as revenue in the period earned, throughout the service period, and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Interactive Contracts

Interactive revenues are principally generated from online social gaming and online real-money products and services (“IGTi”).

Social gaming revenues are generated from the sale of virtual casino chips to players in the online DoubleDown Casino that can be used for additional play or game enhancements. Revenues from player purchases are recognized ratably over the estimated average service period in which the chips are consumed based on historical data analysis. Because DoubleDown is the principal, responsible for substantially all aspects of the casino services and sale of virtual goods to the player, revenues are recorded on a gross basis. Payment processing fees paid to Facebook, Apple and Google on a revenue participation basis are recorded within cost of services. This determination is subject to judgment and material changes in the substance or nature of arrangements with customers and payment processors may result in a change in presentation.

IGTi revenues are generated from online real-money gaming solutions offerings, which encompass gaming systems infrastructure, applications, content licensing, and back office operational support services, including WAP jackpot funding and administration. IGTi solutions are generally provided under revenue sharing arrangements based on a percentage of net win similar to gaming operations discussed above.

Post-contract customer support (PCS)

Product sales contracts generally include PCS, which includes telephone support, software maintenance, software support, professional services, and in some scenarios the right to receive unspecified upgrades/enhancements on a when-and-if-available basis. Fees earned under PCS contracts are recognized as revenue in the period earned (i.e. over the support period) and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Product Sales

Product sales are derived from the following types of arrangements:

Sale of lottery terminals and sale of gaming machines, including game content

These arrangements include the sale of gaming machines including game content, non-machine gaming related equipment, licensing and royalty fees, and component parts (including game themes and electronics conversion kits). The Company’s credit terms are predominately short term in nature. The Company also grants extended payment terms under contracts where the sale is secured by the related equipment sold. Revenue from the sale of lottery terminals and gaming machines is recognized based upon the contractual terms of each arrangement, but predominately upon delivery or acceptance. If the sale of lottery terminals and gaming machines include multiple elements, these arrangements are accounted for under Multiple Element Accounting, discussed below.

System Sales (Lottery and Gaming)

System Sale arrangements typically include multiple elements, where the Company constructs, sells, delivers and installs a turnkey system (inclusive of point of sale terminals, if applicable) or delivers equipment and licenses the computer software for a fixed price, and the customer subsequently operates the system. System sale arrangements generally include customer acceptance provisions and general rights to terminate the contract if the Company is in breach of the contract. Such arrangements include non-software elements, software, professional services, and PCS in the form of maintenance and software support arrangements. Amounts due to the Company and costs incurred by the Company in implementing the system prior to customer acceptance are deferred. Revenue attributable to the system is classified as product sales in the consolidated statement of operations and is recognized upon customer acceptance as long as there are no substantial doubts regarding collectability. Revenues attributable to PCS provided subsequent to customer acceptance are classified as service revenue in the consolidated statement of operations in the period earned.

Multiple Element Arrangements

The Company uses multiple element guidance for both service arrangements and product sale arrangements. In some scenarios, all deliverables are considered one unit of accounting (i.e. facility management contracts where the Company provides software as a service), while other arrangements contain multiple elements that can be separated into distinct deliverables. When arrangements contain multiple elements, including software and non-software components, the Company allocates revenue to each category based on a selling price hierarchy. Allocation of revenue to software and non-software components is based on either vendor-specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or best estimate of selling price (BESP) if neither VSOE nor TPE is available.

· VSOE of selling price is based on the net price charged when the element is sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices fall within a reasonable range based on historical discounting trends for specific products and services. VSOE for post contract support is determined based on renewals rates, if available.

· TPE of selling price is established by evaluating largely interchangeable competitor products or services in stand-alone sales to similar customers. However, as the Company’s products contain a significant element of proprietary technology and the Company’s solutions offer different features and functionality, the comparable pricing of third-party products with similar functionality typically cannot be obtained.

· BESP is established considering multiple factors including, but not limited to market conditions, competitive landscape, internal costs, and gross profit objectives. In some scenarios, contractual pricing may serve as the best estimate given the variability among jurisdictions and customers, while in other scenarios cost for each deliverable plus the overall contract margin is used as management’s best estimate.

In scenarios where the Company’s products include hardware containing required software that function together to provide the essential functionality of the product, the Company considers both the hardware and required software as “non-software deliverables” and has therefore concluded that such arrangements are not subject to the industry-specific software revenue recognition guidance. The Company recognizes revenue for these arrangements based on ASC 605 and allocates the arrangement consideration based on the relative selling price of the deliverables. In scenarios where the Company’s products include hardware where the software is not considered essential to the functionality of the hardware, the hardware revenue is recognized based on when the revenue recognition criteria is met (i.e. shipment, delivery and/or acceptance) and the software revenue is recognized under the software revenue recognition guidance provided under ASC 985.

If there are multiple deliverables within the software and non-software categories, revenue is first allocated between the software pool of deliverables and the non-software pool of deliverables on a relative fair value basis. Thereafter, revenue for each pool is further allocated as follows:

· Non-software components: Revenue is further allocated to each separate unit of accounting using the relative selling prices of each deliverable in the priority order described above. However, revenue is only recognized if the unit of accounting has stand-alone value. A deliverable is considered to have stand-alone value if (a) it has value to the customer on stand-alone basis, and (b) if a general right of return exists relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the Company’s control.

· Software components: If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software category as a group is then allocated to each software deliverable using VSOE, provided the deliverable has stand-alone value. If VSOE is not available for all deliverables, then the Company uses the residual method when VSOE of fair value of the undelivered items exists. If VSOE of one or more undelivered software items does not exist, then all the software deliverables are considered one unit of accounting. Revenue is deferred and recognized at the earlier of (i) delivery of those elements or (ii) when fair value can be established for the undelivered elements, unless PCS is the only undelivered element, in which case, the entire software category allocated consideration is recognized ratably over the service period.

Cash and Cash Equivalents

Cash and cash equivalents are composed of cash at banks and on hand and short-term highly liquid investments with a maturity of ninety days or less. Cash equivalents are stated at fair value.

Allowances for Trade Receivables and Customer Financing Receivables

The Company maintains an allowance for doubtful accounts for the estimated probable losses on uncollectible trade and customer financing receivables. The allowance is based upon the credit worthiness of the Company’s customers, historical experience, the age of the receivable and current market and economic conditions. Receivables are written off against these allowances in the period they are determined to be uncollectible.

The Company’s customer financing receivables portfolio is composed of two classes, contracts and notes. Contracts include extended payment terms granted to qualifying customers for periods from one to five 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 valued at the lower of cost (under the first in, first out method) or market, not in excess of net realizable value.

Systems, equipment and other assets related to contracts, net and property, plant and equipment, net

The Company has two principle types of fixed assets (collectively, “Fixed Assets”):

· Systems, equipment and other assets relating to contracts (“Contract Assets”) principally composed of:

· Gaming assets

· Lottery assets

· Property, plant and equipment (“Non-Contract Assets”)

Contract Assets are assets that primarily support the Company’s Operating Contracts and Facilities Management Contracts. Non-Contract Assets are assets the Company uses internally primarily in manufacturing, selling, general and administration, research and development and commercial service applications not associated with contracts.

Fixed Assets are stated at cost, net of accumulated depreciation and accumulated impairment loss, if any. Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful lives of the assets.

The Company depreciates Fixed Assets over their estimated useful lives. The estimated useful life and salvage value are assigned to these assets based on historical information and future expectations.

The estimated useful lives for Contract Assets depends on the type of actual cost which is principally composed of three categories:

· Lottery hard costs (for example: terminals, mainframe computers, communications equipment) and;

· Lottery soft costs (for example: software development costs represented by internal personnel costs);

· Commercial gaming machines

Lottery hard costs are depreciated over the base term of the contract plus extension years as defined in the contract, but generally not to exceed 10 years. Lottery soft costs are depreciated over the base term of the contract, but generally not to exceed 10 years. Commercial gaming machines are generally depreciated over three to five years.

The estimated useful lives for property plant and equipment are generally 40 years for buildings and five to 10 years for furniture and equipment.

Fixed Assets are derecognized upon disposal or when no future economic benefits are expected from the assets’ use or disposal. Any gain or loss arising on disposal of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of operations when the asset is derecognized. The residual values, useful lives and methods of depreciation are reviewed, at a minimum, at each financial year end and adjusted prospectively if appropriate. Fixed Assets carrying values are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

Leasehold improvements are depreciated over the lesser of the remaining life of the lease or the estimated useful life of the improvement.

Repair and maintenance costs, including planned maintenance, are expensed as incurred.

Research and Development and Capitalized Software Development Costs

Research and development (“R&D”) costs incurred prior to technological feasibility are expensed as incurred. R&D costs include salaries and benefits, stock-based compensation, consultants, facilities related costs, material costs, depreciation and travel. Material software development costs incurred subsequent to establishing technological feasibility through the general release of products are capitalized. Technological feasibility is demonstrated by the completion of a detailed program design or working model, if no program design is completed. Software development costs to be used only for services provided to customers are capitalized as internal-use software and amortized over their useful life to costs of revenue. Development costs specific to customer contracts are capitalized and amortized over the products’ estimated economic life as costs of revenue.

Costs incurred in the development of the Company’s 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. Technological feasibility is demonstrated by the completion of a detailed program design or working model, if no program design is completed. Capitalized costs are amortized to cost of product sales over the products’ estimated economic life.

Jackpot Accounting

The Company incurs jackpot expense and accrues jackpot liabilities with every wager on devices connected to a WAP system. Only WAP games include Company-sponsored jackpots for which the Company incurs jackpot expense. A portion of the fees paid to the Company is used for the funding and administration of Company-sponsored WAP jackpot payments.

Jackpot expense represents the estimated cost to fund jackpots and is recorded to cost of revenues. Changes in estimates for WAP jackpot liabilities and expense are attributable to regular analysis and evaluation of the following factors:

· variations in slot play (frequency of WAP jackpots and patterns of coin-in driving WAP jackpot growth),

· volume (number of WAP units in service and levels of play or coin-in per unit),

· interest rate movements (higher rates cause lower jackpot expense; lower rates cause higher jackpot expense),

· and startup amount (the size of base WAP jackpots at initial setup or after a jackpot is won).

The Company’s WAP jackpots are generally payable in equal annual installments over 20 to 26 years or immediately in the case of instant win systems. 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. Discount rates eligible for use in the lump sum payment calculation vary by jurisdiction and are impacted by market forces and other economic conditions.

Jackpot liabilities are composed of payments due previous winners, as well as amounts due future winners of WAP jackpots not yet won. Liabilities due previous winners for periodic payments are carried at the accreted cost of the qualifying US government or agency annuity investment purchased at the time of the jackpot win. If an annuity is subsequently sold and the periodic liability is instead guaranteed by surety bonds or letters of credit, the liability initially funded by an annuity continues to accrete at the same rate. See Jackpot Annuity Investments section below. If the periodic liability is not initially funded with an annuity investment, it is discounted and accreted using the risk-free rate (i.e. treasury rate) at the time of the jackpot win.

Liabilities due future winners are recorded at the present value of the amount carried on WAP meters for jackpots not yet won. The Company estimates the present value of future winner liabilities using current market rates applicable (prime, treasury, or agency), weighted with historical lump sum payout election ratios. The most recent historical patterns indicate that approximately 90% of winners will elect the lump sum payment option. Additionally, the Company estimates the current portion of future winner liabilities based on historical experience with winner payment elections, in conjunction with the theoretical projected number of jackpots.

Restricted Cash and Investments

The Company is required by gaming regulation to maintain sufficient reserves in restricted accounts to be used for the purpose of funding payments to WAP jackpot winners. In certain cases regulators have allowed for surety bonds or letters of credit in lieu of restricted cash. Restricted amounts are based primarily on the jackpot meters displayed to slot players and vary by jurisdiction. Compliance with restricted cash and investment or assurance requirements for jackpot funding is reported to gaming authorities in various jurisdictions. Additionally, restricted cash is maintained for interactive online player deposits.

Jackpot Annuity Investments

In December 2015, the Company initiated a plan to sell jackpot annuity investments previously held-to-maturity for funding jackpot payments to previous winners, and instead satisfy funding assurance requirements through surety bonds or letters of credit where allowed by regulators. As a result, jackpot annuity investments, composed of discounted qualifying US treasury or agency securities, were reclassified from held-to-maturity to available-for-sale investments and carried at fair value with unrealized gain/loss recorded in other comprehensive income.

WAP Systems Interest

Interest income accretion on jackpot annuity investments is offset by interest expense accretion on previous winner liabilities. When the jackpot liability is funded by annuity investments, WAP interest income and expense accretes at approximately the same rate. When the jackpot liability is instead guaranteed by surety bonds or letters of credit and funded from operating cash flows, there is no WAP interest income accretion. WAP interest expense varies depending on the amount of jackpots won and the number of winners electing periodic payments. In addition to accretion, WAP interest income includes earnings on other cash and short-term investments held for WAP operations.

Advertising

Advertising costs are expensed as incurred. Advertising expense was $130.1 million, $126.7 million and $125.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Contingencies

The Company accounts for claims and contingencies in accordance with authoritative guidance that requires that the Company record an estimated loss from a claim or loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability has been incurred at the date of the consolidated financial statements and the amount of the loss can be reasonably estimated. If the Company determines that 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, then in accordance with the authoritative guidance, the Company discloses the amount or range of estimated loss if the amount or range of estimated loss is material. Accounting for claims and contingencies requires the Company to use judgment. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to matters in the ordinary course of business. The Company expenses legal costs as incurred.

Income Taxes

Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using 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 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.

The Company recognizes 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.

Deferred income taxes have not been provided on the majority of undistributed earnings of international subsidiaries as the majority of such earnings are indefinitely reinvested by the Company.

Earnings Per Share

Basic earnings per share of common stock is computed by dividing net income attributable to IGT PLC by the weighted-average number of common shares outstanding for the period. Diluted earnings per share of common stock is computed on the basis of the weighted-average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and restricted stock awards.

Concentrations of Risks

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of bank deposits, short and long-term investments, accounts receivable, customer financing receivables and foreign currency exchange contracts. Deposits held with banks in the United States may exceed the amount of FDIC insurance provided on such deposits. Deposits held with banks outside the United States generally do not benefit from FDIC insurance. The majority of the Company’s day-to-day banking operations globally are maintained with major, financially sound counterparties with high-grade credit ratings, and the Company limits its exposure to any one counterparty.

The Company provides credit to customers in the normal course of business. Credit is extended to new customers based on checks of credit references, credit scores and industry reputation. Credit is extended to existing customers based on prior payment history and demonstrated financial stability. The credit risk associated with accounts receivable and customer financing receivables is generally limited due to the large number of customers and their geographic dispersion. The Company establishes an allowance for the estimated uncollectible portion of accounts receivable and customer financing receivables. Product sales are generally dispersed among a large number of customers, minimizing the reliance on any particular customer or group of customers.

The counterparties to the Company’s foreign currency exchange contracts consist of a number of major financial institutions. In addition to limiting the amount of contracts the Company enters into with any one party, the Company monitors the credit quality of the counterparties on an ongoing basis.

The Company purchases or licenses many sophisticated components and products from one or a limited number of qualified suppliers. If any of the Company’s suppliers were to cancel or materially change contracts or commitments with the Company or fail to meet the quality or delivery requirements needed to satisfy customer orders for the Company’s products, the Company could lose customer orders. The Company attempts to minimize this risk by finding alternative suppliers or maintaining adequate inventory levels.

Stock-Based Compensation

Stock-based compensation represents the cost related to stock-based awards granted to directors and employees. The Company measures stock-based compensation cost at the grant date, based on the estimated fair value of the award and recognizes the cost as expense, net of estimated forfeitures, over the vesting period. The Company’s accounting policy is to follow the tax law ordering approach regarding net operating losses and determining when tax benefits are realized related to excess stock option deductions that are recorded to equity. For awards that contain only a service vesting feature, the Company recognizes compensation cost on a straight-line basis over the awards’ vesting period. For awards with a performance condition, when achievement of the performance condition is deemed probable, the Company recognizes compensation cost on a graded-vesting basis over the awards’ expected vesting period.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board issued a new standard ASU No.2016-02, “Leases” (Topic 842). The new standard is intended to increase transparency and comparability among organizations to recognize lease assets and liabilities on the balance sheet and disclose key information about leasing arrangements. It will be effective for fiscal years beginning after December 15, 2018 including interim periods within those years. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its financial position, results of operations and cash flows.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes: Balance Sheet Classification of Deferred Taxes” which requires that deferred tax assets and liabilities be classified as noncurrent. The Company elected to early adopt this new accounting guidance for the year ended December 31, 2015 and apply it retrospectively to all years presented in the consolidated financial statements. As a result of adopting this guidance, the Company classified current deferred income tax assets and liabilities as non-current deferred income tax assets and liabilities.

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”). The new standard requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined and sets forth new disclosure requirements related to the adjustments. ASU 2015-16 is effective for the Company in the first quarter of fiscal year 2017. The Company does not believe that ASU 2015-16 will have a material impact on the consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). The amendments in the ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company early adopted ASU 2015-03 in 2015.

In April 2015, the FASB issued guidance to customers about whether a cloud computing arrangement includes software and how to account for that software license. The new guidance does not change the accounting for a customer’s accounting for service contracts. The standard is effective beginning January 1, 2017, with early adoption permitted, and may be applied prospectively or retrospectively. The Company does not believe that ASU 2015-05 will have a material impact on its consolidated financial statements.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). The amendments in ASU 2015-02 provide guidance on evaluating whether a company should consolidate certain legal entities. In accordance with the guidance, all legal entities are subject to reevaluation under the revised consolidation model. ASU 2015-02 is effective for the Company in the first quarter of fiscal year 2017 with early adoption permitted. The Company does not believe that ASU 2015-02 will have a material impact on its consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the Company in the first quarter of fiscal year 2017, with early adoption permitted. The Company does not believe that ASU 2014-15 will have a material impact on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers: Topic 606” (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company in the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements.

In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”), to change the criteria for determining which disposals can be presented as discontinued operations and enhanced the related disclosure requirements. ASU 2014-08 is effective for the Company on a prospective basis in the Company’s first quarter of fiscal year 2016 with early adoption permitted for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued. The Company early adopted ASU 2014-08 on January 1, 2014 and has presented $8.6 million of gain related to the sale of its sports and events ticketing business to the international operator TicketOne, CTS Eventim Group as Transaction expense, net in the consolidated statement of operations.

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Acquisitions

12 Months Ended

Dec. 31, 2015

Acquisitions

Acquisitions

3.Acquisitions

As described in Note 1, the acquisition of IGT was completed on April 7, 2015 (the “Acquisition Date”). IGT is a global gaming company specializing in the design, development, manufacture and marketing of casino-style gaming equipment, systems technology and game content across multiple platforms — land-based, online real money and social gaming. The acquisition of IGT established IGT PLC as the world’s leading end-to-end gaming company, uniquely positioned to capitalize on opportunities in global gaming markets. IGT PLC combines best-in-class content, operator capabilities and interactive solutions, joining IGT’s leading game library and manufacturing and operating capabilities with GTECH’s gaming operations, lottery technology and services.

Total acquisition consideration of $4.5 billion consisted of $3.6 billion cash consideration and $0.9 billion equity consideration. Consistent with the terms of the transaction, equity consideration was determined based on the average of the volume-weighted average prices of GTECH common shares on the Italian Stock Exchange, converted to the US dollar equivalent, for ten randomly selected days within the period of 20 consecutive trading days ending on the second full trading day prior to the Acquisition Date. Under the terms of the transaction, IGT shareholders received 45.3 million IGT PLC common shares, and IGT employees received 1.4 million IGT PLC restricted stock units. The Company utilized the closing stock price immediately prior to the merger and the number of shares issued to determine the fair value of the consideration.

Equity consideration included the fair value of shares vested and outstanding immediately prior to the Acquisition Date of $917.3 million and the portion of outstanding restricted stock units deemed to have been earned as of the Acquisition Date of $11.6 million. The portion of outstanding restricted stock units deemed not to have been earned as of the Acquisition Date of $16.2 million are being expensed over the remaining future vesting period.

The transaction was accounted for as a business combination using the acquisition method of accounting.  This method requires that the assets acquired and liabilities assumed be recognized at their fair values as of the Acquisition Date. The following table summarizes the initial allocation of the consideration to the fair values of the assets acquired and liabilities assumed at the Acquisition Date. The Company is in process of finalizing the valuation of tax assets and liabilities and accordingly the amounts below are subject to change.

($ thousands)
Purchase Price Allocation:
Cash consideration	3,616,410
Equity consideration	928,884
Total purchase price	4,545,294
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	374,995
Restricted cash	56,656
Trade and other receivables	237,488
Inventories	95,562
Other current assets	361,003
Systems, equipment and other assets related to contracts	126,524
Property, plant and equipment	336,044
Intangible assets	2,960,000
Other non-current assets	628,620
Deferred income taxes	243,342
Accounts payable	(75,814	)
Other current liabilities	(379,968	)
Long-term debt, less current portion	(1,937,942	)
Deferred income taxes	(1,070,292	)
Other non-current liabilities	(356,756	)
	1,599,462
Goodwill	2,945,832

The cash outflow associated with the IGT acquisition is summarized as follows:

($ thousands)
Cash payment for IGT shares outstanding	3,572,968
Cash payment for IGT employee stock awards	43,442
	3,616,410
Less cash acquired	(374,995	)
Net cash outflow	3,241,415

The fair values of acquired intangible assets as of the Acquisition Date along with the weighted-average useful lives over which the finite-lived intangibles are being amortized on a straight-line basis (which approximates their economic use) are as follows:

		Weighted
		Average
		Useful Life
($ thousands)	Fair Value	in Years
Customer relationships	1,715,000	14.8
Game library	360,000	2.5
Corporate trademarks	340,000	Indefinite
Computer software	275,000	9.4
Developed technologies	180,000	3.8
Product trademarks	90,000	7.3
	2,960,000

The Company incurred $49.4 million and $44.0 million of legal, accounting and other professional fees and expenses in 2015 and 2014, respectively, related to the IGT acquisition. These expenses are included in the consolidated statement of operations in the line item entitled “Transaction expense, net.”

The Company’s consolidated financial statements for the year ended December 31, 2015 include IGT’s results of operations from April 7, 2015 through December 31, 2015. Revenue and operating loss attributable to IGT during this period total $1.3 billion and $45.4 million, respectively. The $45.4 million operating loss includes $276.0 million of acquired intangible assets amortization which are a direct result of the IGT acquisition.

The following unaudited, pro forma financial information presents the combined results of operations as if the acquisition had been completed on January 1, 2014, the beginning of the comparable prior annual period. This pro forma information is provided for illustrative purposes only and is not necessarily indicative of the results that would have been obtained if the acquisition had occurred on the date assumed or that may occur in the future, and does not reflect synergies, integration costs, or other such costs or savings.

	For the year ended December 31,
($ thousands)	2015		2014
Revenue	5,105,159		5,779,872
Net (loss) income	(61,946	)	67,720

This pro forma financial information is based on historical results of operations adjusted for:

(i) amortization of the fair value of intangible assets acquired;

(ii) interest expense reflecting the changes to the Company’s debt structure directly attributable to the acquisition;

(iii) non-recurring transaction expenses and debt extinguishment costs directly attributable to the acquisition; and

(iv) the associated tax impact of these pro forma adjustments at an average rate of 32.0%.

The pro forma results for 2015 presented above exclude $49.4 million of pre-tax transaction expenses and $36.5 million of pre-tax debt extinguishment costs recognized on the consolidated statement of operations.

The pro forma results for 2014 presented above exclude $44.0 million of pre-tax transaction expenses recognized in the consolidated statement of operations.

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Trade and Other Receivables, net

12 Months Ended

Dec. 31, 2015

Trade and Other Receivables, net

Trade and Other Receivables, net

4.Trade and Other Receivables, net

Trade and other receivables, net are recorded at cost.

	December 31, 2015
	Trade and other			Trade and other
	receivables	Allowance for		receivables
($ thousands)	(Gross)	credit losses		(Net)
Trade receivables	1,013,330	(76,137	)	937,193
Related party receivables (Note 27)	20,727	—		20,727
Sales-type lease receivables	1,672	—		1,672
	1,035,729	(76,137	)	959,592

	December 31, 2014
	Trade and other			Trade and other
	receivables	Allowance for		receivables
($ thousands)	(Gross)	credit losses		(Net)
Trade receivables	932,166	(91,819	)	840,347
Related party receivables (Note 27)	78,435	—		78,435
Sales-type lease receivables	824	—		824
	1,011,425	(91,819	)	919,606

The Company maintains an allowance for credit losses on its trade and other receivables. The allowance is based on the credit worthiness of the Company’s customers, including an assessment of the customer’s financial position, operating performance and their ability to meet their contractual obligation. The Company assess the creditworthiness of customers each quarter. In addition, the Company considers historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance account.

The following table presents the activity in the allowance for credit losses related to trade and other receivables:

	December 31,
($ thousands)	2015		2014
Balance at beginning of year	(91,819	)	(99,657	)
Provisions, net	(18,883	)	(14,655	)
Amounts written off as uncollectible	25,703		14,310
Foreign currency translation	9,263		11,695
Other	(401	)	(3,512	)
Balance at end of year	(76,137	)	(91,819	)

At December 31, 2015, the Company has $39.4M of outstanding receivables due from the State of Illinois, which remain unpaid pending the approval of the 2015 Illinois budget approval. The Company believes these amounts are collectible and has not reserved for this balance.

In 2014 and 2013 the Company entered into two agreements with major European financial institutions to sell certain accounts receivable on a non-recourse basis, related to the Italy segment’s Scratch & Win and Commercial Services concessions. These receivables have been derecognized from the Company’s consolidated balance sheet. The agreements have a three- and five-year duration, respectively, and are subject to early termination by either party. The aggregate amount of outstanding accounts receivables is limited to a maximum amount of €300 million and €150 million for the Scratch & Win and Commercial Services concessions, respectively. At December 31, 2015 and 2014, the following receivables had been sold:

	December 31, 2015		December 31, 2014
(in thousands)	Euro	$	Euro	$
Scratch & Win	179,904	195,862	116,023	140,863
Commercial services	60,265	65,611	41,598	50,504
	240,169	261,473	157,621	191,367

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Inventories

12 Months Ended

Dec. 31, 2015

Inventories

Inventories

5.Inventories

	December 31,
($ thousands)	2015	2014
Raw materials	110,367	30,775
Work in progress	56,841	53,916
Finished goods	102,774	99,902
	269,982	184,593

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Other Assets

12 Months Ended

Dec. 31, 2015

Other Assets

Other Assets

6.Other Assets

Other current assets

	December 31,
($ thousands)	2015	2014
Customer financing receivables, net	137,136	—
Other receivables	102,585	92,211
Prepaid royalties	53,293	—
Prepaid expenses	33,710	20,799
Jackpot investments	26,690	—
Bridge financing costs	—	58,386
Other	70,287	40,390
	423,701	211,786

Other non- current assets

	December 31,
($ thousands)	2015	2014
Contract assets, net	498,583	623,081
Prepaid royalties	156,479	—
Jackpot investments	124,809	—
Customer financing receivables, net	62,709	—
Other	95,337	91,433
	937,917	714,514

Contract assets are principally composed of license fees for the Italian Scratch & Win and New Jersey licenses. The Scratch & Win license fee is being amortized over the contract term of nine years beginning October 2010 and the New Jersey license fee is being amortized over the contract term of 15 years and nine months beginning October 2013 as reductions of service revenues.

The allowance for customer financing receivables, net are as follows:

	December 31, 2015
		Allowance for
($ thousands)	Gross	credit losses		Net
Current	140,681	(3,545	)	137,136
Non-current	63,052	(343	)	62,709
	203,733	(3,888	)	199,845

The following table presents the activity in the allowance for credit losses related to customer financing receivables, net:

	December 31,
($ thousands)	2015
Balance at January 1, 2015	—
Provisions, net	(3,706	)
Amounts written off as uncollectible	20
Foreign currency translation	(59	)
Other	(143	)
Balance at December 31, 2015	(3,888	)

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Fair Value of Financial Assets and Liabilities

12 Months Ended

Dec. 31, 2015

Fair Value of Financial Assets and Liabilities

Fair Value of Financial Assets and Liabilities

7.Fair Value of Financial Assets and Liabilities

Financial assets and liabilities carried at fair value

The following tables represent the fair value hierarchy for financial assets and liabilities measured at fair value as of December 31, 2015 and 2014:

	December 31, 2015
($ thousands)	Fair Value	Level 1	Level 2	Level 3	Total
Restricted Investments	43,426	43,426	—	—	43,426
Derivative Assets:
Foreign Currency Forward Contracts	5,002	—	5,002	—	5,002
Interest Rate Swaps	1,963	—	1,963	—	1,963
Jackpot Investments	151,499	151,499	—	—	151,499
Available for Sale Investments	7,250	7,250	—	—	7,250
Derivative Liabilities:
Foreign Currency Forward Contracts	750	—	750	—	750
Interest Rate Swaps	8,958	—	8,958	—	8,958

	December 31, 2014
($ thousands)	Fair Value	Level 1	Level 2	Level 3	Total
Restricted Investments	76,843	76,843	—	—	76,843
Derivative Assets:
Foreign Currency Forward Contracts	1,999	—	1,999	—	1,999
Available for Sale Investments	7,073	7,073	—	—	7,073
Derivative Liabilities:
Foreign Currency Forward Contracts	4,596	—	4,596	—	4,596

Valuation Techniques and Balance Sheet Presentation

Restricted investments are primarily composed of publicly-traded foreign government and corporate bonds andmutal investment funds, and were valued using quoted market prices. Restricted investments are presented in restricted cash and investments in the consolidated balance sheet.

Foreign currency forward contracts were calculated by reference to current forward exchange rates for contracts with similar maturity profiles. Foreign currency forward contracts are presented as current assets and current liabilities in the consolidated balance sheet.

Interest rate swaps were calculated by discounting future cash flows using LIBOR rates with an appropriate adjustment for credit risk. Interest rate swaps are presented as current assets and non-current liabilities in the consolidated balance sheet.

Jackpot investments were valued using quoted market prices. Jackpot investments are presented as other current and noncurrent assets in the consolidated balance sheet.

Available for sale investments were valued using quoted market prices. Available for sale investments are presented as other non-current assets in the consolidated balance sheet.

Financial assets and liabilities not carried at fair value

The following tables represent the fair value hierarchy for financial assets and liabilities not measured at fair value as of December 31, 2015 and 2014:

	December 31, 2015
($ thousands)	Carrying  Value	Fair Value	Level 1	Level 2	Level 3	Total	Unrealized  Gain (Loss)
Customer financing receivables, net	199,845	199,845	—	—	199,845	199,845	—
Available for sale investments	13,232	13,232	—	—	13,232	13,232	—
Jackpot liabilities	337,243	329,923	—	—	329,923	329,923	7,320
Debt	8,343,368	8,176,986	6,450,306	1,726,680	—	8,176,986	166,382

	December 31, 2014
($ thousands)	Carrying  Value	Fair Value	Level 1	Level 2	Level 3	Total	Unrealized  Gain (Loss)
Available for sale investments	10,925	10,925	—	—	10,925	10,925	—
Debt	2,959,471	3,136,084	2,226,226	909,858	—	3,136,084	(176,613	)

Valuation Techniques and Balance Sheet Presentation

Customer financing receivables, net are recorded and valued based on expected payments and market interest rates (ranging from 5.75% to 17.0%) relative to the credit risk of each customer. Credit risk is determined on a number of factors, including customer size, type, financial condition, historical collection experience, account aging, and credit ratings derived from credit reporting agencies and other industry trade reports. Contracts are typically secured by the underlying assets sold and notes are secured by the developed property and/or other assets. The higher risk rate categories include most of the Company’s development financing loans in new markets and customers in regions with a history of currency or economic instability, such as Latin America. At December 31, 2015, the book value of customer financing receivables, net approximated fair value. Customer financing receivables, net are presented as other current and noncurrent assets in the consolidated balance sheet.

Available for sale investments are carried at cost (which approximates fair value) and are presented as other non-current assets in the consolidated balance sheet.

Jackpot liabilities were primarily valued using discounted cash flows, incorporating expected future payment timing, estimated funding rates based on the treasury yield curve, and nonperformance credit risk. Expected annuity payments over 1-25 years (average 10 years) were discounted using the 10-year treasury yield curve rate (2.26%) for the estimated funding rate and the 10-year credit default swap rate (2.341%) for nonperformance risk. The present value (carrying value) of the expected lump sum payments were discounted using the 1-year treasury yield curve rate (.58%) with the 1-year credit default swap rate (.202%) for the current amounts and the 2-year treasury yield curve rate (1.04%) with the 2-year credit default swap rate (.368%) for noncurrent amounts. Significant increases (decreases) in any of these inputs in isolation would result in a lower (higher) fair value measurement. Generally, changes in the estimated funding rates do not correlate with changes in nonperformance credit risk. Jackpot liabilities are presented as other current and noncurrent liabilities in the consolidated balance sheet.

Debt is predominantly level 1 and valued using quoted market prices or dealer quotes for the identical financial instrument when traded as an asset in an active market. Revolving facilities and term loans with variable interest rates are level 2 and valued using current interest rates, excluding the effect of debt issuance costs. Carrying values in the table exclude swap adjustments.

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Derivatives

12 Months Ended

Dec. 31, 2015

Derivatives

Derivatives

8.  Derivatives

The Company enters into derivative transactions, including principally interest rate swaps and forward currency contracts, for the purpose of managing interest rate and currency risks arising from operations and its sources of financing. The Company’s accounting policies regarding derivatives are set out in Note 2.

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.

Derivatives not designated as hedging instruments

The Company uses foreign currency forward contracts to manage some of its transaction exposures and future foreign currency net cash flows that the Company expects to generate through its operations. These foreign currency forward contracts are not designated as cash flow, fair value, or net investment hedges and are typically matched with current transactions or forecasted foreign currency transactions to be derived from operations. The aggregate fair value of the contracts at December 31, 2015 was $4.1 million. The aggregate fair value of the contracts at December 31, 2014 was ($4.0) million.

Cash flow hedges

At December 31, 2015 and 2014, the Company held foreign currency forward contracts designated as hedges of future foreign currency net cash flows that the Company expects to generate through its operations. The terms of the contracts are typically matched with the forecasted foreign currency transactions to be derived from operations up to a period of 12 months. At December 31, 2015 and 2014, the aggregate fair value of these contracts was $0.2 million and $1.4 million, respectively.

Net realized and unrealized gains and losses from foreign currency cash flow hedges are disclosed in the table below.

	For the year ended December 31,
($ thousands)	2015		2014	2013
Included in Other Comprehensive Income (OCI)
Unrealized gains (losses), net	(467	)	3,938	(1,465	)
Reclassifications from OCI to the Income Statement
Realized gains (losses), net	244		640	1,011

The amounts retained in other comprehensive income at December 31, 2015 are expected to mature and affect the consolidated statement of operations in 2016.

Fair value hedges

At December 31, 2015, the Company held $625 million notional amount of interest rate swaps (“swaps”) with an aggregate fair value liability of $9.0 million, which were designated as hedges of fixed interest rates on the 6.250% Senior Secured Notes due 2022. These swaps effectively convert $625 million of the 6.250% Senior Secured Notes due 2022 fixed interest rate debt to variable rate debt. Under the terms of these swaps, the Company is required to make variable rate interest payments based on a 6 month floating LIBOR plus a flat spread rate, collectively ranging between 4.4425% and 4.56375% as of December 31, 2015, and will receive fixed interest payments from its counterparties based on a fixed rate of 6.25%. The Libor rate resets on a semi-annual basis, and settlement occurs semi-annually. Because these swaps convert fixed rate debt to variable rate debt, they are considered fair value hedges. With fair value hedges, the swaps are recorded at fair value with the offset in interest expense. The changes in the fair value of the hedged item (the 6.250% Senior Secured Notes due 2022) due to changes in the benchmark interest rate are recorded with the offset in interest expense. To the extent the hedge relationship is effective, the interest expense will offset. During 2015, the Company recorded an unrealized loss of $9.0 million on the swaps and an unrealized gain of $10.5 million on the 6.250% Senior Secured Notes due 2022.

Legacy IGT held interest rate swaps exchanging fixed rate interest payments for variable rate interest payments (described below) that were designated fair value hedges against changes in the fair value portion of the respective notes. Net amounts receivable or payable under the swaps settled semiannually on June 15 and December 15 of each year.

Swaps related to the 7.500% Senior Secured Notes due 2019 included $250 million notional value at one-month LIBOR plus 342 bps, and $250 million notional value with a variable rate based on six-month LIBOR plus 409 bps. Both swaps carried a termination date of June 15, 2019.

Swaps related to the 5.500% Senior Secured Notes due 2020 totaled $300 million notional value with a variable rate based on the six-month LIBOR plus 186 bps with a termination date of June 15, 2020.

In conjunction with the tender in April 2015 of $175.9 million principal of 5.500% Senior Secured Notes due 2020, $175.9 million notional amount of related interest rate swaps were cancelled. The Company received cash proceeds of $13.0 million from the swap counterparties upon settlement in May 2015. The remaining $124.1 million notional amount of interest rate swaps equaled the remaining outstanding principal of the 5.500% Senior Secured Notes due 2020.

In September 2015, all remaining swaps related to the 7.500% Senior Secured Notes due 2019 and 5.500% Senior Secured Notes due 2020 with a collective notional value of $624 million were cancelled. The Company received cash proceeds of $59.0 million from the swap counterparties which reduced the swap fair value adjustment asset and interest receivable to zero; however, in accordance with hedge accounting requirements, a swap fair value adjustment to debt of $1.3 million remained to be amortized as a reduction to interest expense over the remaining debt life.

At December 31, 2014 the Company did not hold any fair value hedges. The €150 million ($182.1 million at the December 31, 2014 exchange rate) notional amount of swaps, which were designated as hedges of fixed interest rates on the Legacy GTECH Notes due 2016 were settled in December 2014, in connection with the redemption of the Notes due 2016, resulting in a $10.1 million gain.

Presentation of Derivative Amounts

All derivatives are recorded gross, except netting of foreign exchange contracts and counter-party netting of swaps’ interest receivable and payable, as applicable.

Balance Sheet Location and Fair Value

	As of December 31,
	2015				2014
($ thousands)	Assets		Liabilities		Assets		Liabilities
Fair Value Hedges:
Interest Rate Swaps
Non-current financial liabilities	—		8,958		—		—
Long-term debt	—		(9,195	)	—		—
Gross Derivatives	—		(237	)	—		—
Non-designated Hedges:
Foreign Currency Contracts, Net
Current financial assets:
Unrealized gain on foreign currency contracts	5,496		—		8,622		—
Unrealized loss on foreign currency contracts	(667	)	—		(8,048	)	—
Current financial liabilities:
Unrealized gain on foreign currency contracts	—		(663	)	—		(8,044	)
Unrealized loss on foreign currency contracts	—		1,413		—		12,640
Designated Hedges:
Foreign Currency Contracts, Net
Current financial assets;
Unrealized gain on foreign currency contracts	173		—		1,425		—
Counter-party Netting:
Swaps Interest Receivable and Payable
Current financial assets:
Due from counter-party	1,963		—		—		—
Net Derivatives	6,965		513		1,999		4,596

Income Statement Location and Income (Expense)

	For the year ended December 31,
($ thousands)	2015	2014	2013
Designated Hedges: Foreign Currency Contracts
Realized gains (losses) - Service revenue	244	701	1,011
Realized gains (losses) - Product sales	—	—	(1,498	)
Fair Value Hedges: Interest Rate Swaps
Effectiveness - Contra interest expense	—	4,885	5,395
Ineffectiveness - Contra interest expense	—	421	3
Effectiveness - Other income	1,646	—	—
Ineffectiveness - Other income	232	—	—

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Systems, Equipment and Other Assets Related to Contracts, net

12 Months Ended

Dec. 31, 2015

Systems, Equipment and Other Assets Related to Contracts, net

Systems, Equipment and Other Assets Related to Contracts, net

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

	December 31,
($ thousands)	2015		2014
Land	590		685
Buildings	110,049		118,203
Terminals and systems	2,574,369		2,545,772
Furniture and equipment	177,425		188,304
Contracts in progress	92,356		76,390
	2,954,789		2,929,354
Accumulated depreciation	(1,827,271	)	(1,842,928	)
	1,127,518		1,086,426

The Company capitalized $1.1 million of borrowing costs in 2015. The rate used to determine the amount of borrowing costs eligible for capitalization was approximately 5%, which was the effective interest rate of all borrowings.

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Property, Plant and Equipment, net

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment, net

Property, Plant and Equipment, net

10.Property, Plant and Equipment, net

	December 31,
($ thousands)	2015		2014
Land	18,829		2,468
Buildings	218,903		75,180
Furniture and equipment	230,267		167,702
Construction in progress	12,457		2,311
	480,456		247,661
Accumulated depreciation	(130,779	)	(124,119	)
	349,677		123,542

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Goodwill, net

12 Months Ended

Dec. 31, 2015

Goodwill, net

Goodwill, net

11.Goodwill, net

Changes in the carrying amount of goodwill, net, consist of the following for 2015 and 2014:

	North America
	Gaming and	North America
($ thousands)	Interactive	Lottery		International		Italy		Total
Balance at December 31, 2013	210,700	1,069,863		1,168,191		1,625,132		4,073,886
Acquisitions	—	—		12,028		6,767		18,795
Disposal	—	—		—		(9,412	)	(9,412	)
Foreign currency translation	—	—		(19,795	)	(104,593	)	(124,388	)
Balance at December 31, 2014	210,700	1,069,863		1,160,424		1,517,894		3,958,881
IGT acquisition	2,415,582	147,292		382,958		—		2,945,832
Other acquisitions	—	—		—		9,798		9,798
Foreign currency translation	—	—		(8,299	)	(75,713	)	(84,012	)
Balance at December 31, 2015	2,626,282	1,217,155		1,535,083		1,451,979		6,830,499
Balance at December 31, 2014
Cost	210,700	1,073,956		1,292,940		1,519,715		4,097,311
Accumulated impairment loss	—	(4,093	)	(132,516	)	(1,821	)	(138,430	)
	210,700	1,069,863		1,160,424		1,517,894		3,958,881
Balance at December 31, 2015
Cost	2,626,282	1,221,248		1,656,888		1,453,612		6,958,030
Accumulated impairment loss	—	(4,093	)	(121,805	)	(1,633	)	(127,531	)
	2,626,282	1,217,155		1,535,083		1,451,979		6,830,499

As described in Note 3, the acquisition of IGT was completed on April 7, 2015. Acquired goodwill of $2.946 billion was allocated to the reporting units above.

On May 2, 2014, the Company acquired 100% of the shares of Probability Plc (“Probability”) a mobile gaming solutions company that provided the Company with immediate access to a mobile solution in slots and table games, as well as enhancements of the player acquisition and retention experience. The cash purchase price was approximately £18 million ($28.5 million net of cash acquired). Acquired goodwill of $18.8 million in 2014 includes $14.2 million associated with the Probability acquisition.

In July 2014, the Company sold its sports and events ticketing business to the international operator TicketOne, CTS Eventim Group for $18.6 million (€13.9 million). Goodwill associated with this business of $9.4 million (€7.8 million) was included in the carrying amount when determining the $8.6 million (€5.7 million) gain on the sale, which has been recorded in Transaction expense, net in the consolidated statement of operations.

Annual Goodwill Impairment Testing

Upon completion of the acquisition of IGT on April 7, 2015, as described in Note 3, and the reorganization that followed, the Company determined its operating segments in accordance with ASC 280. The Company performed an analysis to determine its reporting units based on the availability of discrete financial information that is regularly reviewed by segment management and the Company determined that it had four reporting units as of November 1, 2015, the Company’s goodwill impairment testing date:

· North America Gaming and Interactive

· North America Lottery

· International

· Italy

There were no changes to this determination through December 31, 2015.

In performing step one of the goodwill impairment test for the Company’s reporting units, the Company estimated the fair value of the reporting units using an income approach that analyzed projected discounted cash flows. The procedures the Company followed included, but were 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;

· 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 market capitalization, total invested capital, the implied market participant acquisition premium, and supporting qualitative and quantitative analysis.

The results of step one of the Company’s impairment testing by reporting unit is as follows ($ thousands):

	Estimated	Carrying
	Fair Value	Amount	Excess	%
North America Gaming and Interactive	5,590,000	5,116,000	474,000	9%
North America Lottery	2,820,000	2,189,400	630,600	29%
International	2,920,000	2,585,600	334,400	13%
Italy	2,695,000	2,109,648	585,352	28%

The key assumptions used in the goodwill impairment testing were as follows:

	Normalized
	Growth	Discount
	Rate	Rate
North America Gaming and Interactive	3.00%	8.25%
North America Lottery	2.25%	6.60%
International	3.00%	9.50%
Italy	0.50%	9.40%

Where reporting unit fair values did not exceed the carrying amounts by a substantial amount, which the Company believes to be 20% or more, additional analysis was performed and additional disclosure is provided below.

North America Gaming and Interactive

In calculating the fair value of the North America Gaming and Interactive reporting unit using the income approach, the Company used projections of revenues, operating costs and capital expenditures. The projected cash flows considered historical and estimated future results and general economic and market conditions, as well as the impact of planned business and operational strategies. The following estimates and assumptions were also used in the discounted cash flow analysis:

· A normalized growth rate of 3.00% based on the estimated sustainable long-term growth rate for the reporting unit;

· A normalized operating EBITDA margin percentage was estimated based on a review of average margins within the projection period;

· Normalized capital expenditure requirements were estimated based on a review of historical and projected capital expenditures and typical replacement cycles; and

· A discount rate of 8.25% based on the weighted average cost of capital.

Although the fair value of the North America Gaming and Interactive reporting unit exceeded the carrying amount based on the results of step one of the Company’s goodwill impairment analysis, a decrease in the fair value of more than 8.5% could potentially result in an impairment of goodwill. The use of 8.76% for the discount rate or 2.35% for the growth rate would render the estimated fair value equal to the carrying amount.

International

The fair value of the International reporting unit was calculated using the income approach, in the same manner as described for the North America Gaming and Interactive reporting unit. The following estimates and assumptions were used in the discounted cash flow analysis:

· A normalized growth rate of 3.00% based on the estimated sustainable long-term growth rate for the reporting unit;

· A normalized operating EBITDA margin percentage was estimated based on a review of average margins within the projection period;

· Normalized capital expenditure requirements were estimated based on a review of historical and projected capital expenditures and typical replacement cycles; and

· A discount rate of 9.50% based on the weighted average cost of capital.

Although the fair value of the International reporting unit exceeded the carrying amount based on the results of step one of the Company’s goodwill impairment analysis, a decrease in the fair value of more than 11.5% could potentially result in an impairment of goodwill. The use of 10.37% for the discount rate or 1.82% for the growth rate would render the estimated fair value equal to the carrying amount.

XML

Intangible Assets, net

12 Months Ended

Dec. 31, 2015

Intangible Assets, net

Intangible Assets, net

12.Intangible Assets, net

Intangible assets as of December 31, 2015 and 2014 consist of:

	December 31, 2015
($ thousands)	Gross Carrying Amount	Accumulated Amortization	Net Book Value	Average Life (years)
Subject to amortization
Customer relationships	2,587,202	653,802	1,933,400	14.8
Computer software and game library	946,983	365,305	581,678	5.8
Developed technologies	213,840	67,746	146,094	5.1
Concessions and licenses	251,692	126,732	124,960	10.4
Trademarks	102,179	14,971	87,208	6.6
Sports and horse racing betting rights	119,400	107,506	11,894	6.5
Networks	15,051	10,504	4,547	3.0
Other	8,559	3,020	5,539	16.2
	4,244,906	1,349,586	2,895,320
Not subject to amortization
Trademarks	440,313	—	440,313
Total intangible assets, excluding goodwill	4,685,219	1,349,586	3,335,633

	December 31, 2014
($ thousands)	Gross Carrying Amount	Accumulated Amortization	Net Book Value	Average Life (years)
Subject to amortization
Customer relationships	875,411	506,675	368,736	14.8
Concessions and licenses	269,210	112,164	157,046	10.6
Computer software and game library	313,173	223,395	89,778	6.2
Sports and horse racing betting rights	132,901	103,481	29,420	6.5
Developed technologies	34,009	22,887	11,122	12.0
Networks	14,462	9,899	4,563	3.0
Trademarks	7,316	4,790	2,526	4.0
Other	8,558	2,489	6,069	16.2
	1,655,040	985,780	669,260
Not subject to amortization
Trademarks	117,061	—	117,061
Total intangible assets, excluding goodwill	1,772,101	985,780	786,321

Amortization expense on intangibles assets was $410.4 million, $148.9 million and $134.3 million in 2015, 2014 and 2013, respectively.

Amortization expense on intangible assets for the next five years is expected to be as follows ($ thousands):

Year	Amount
2016	514,495
2017	394,083
2018	265,384
2019	253,363
2020	226,022
Total	1,653,347

Amortization expense for computer software was $34.0 million, $10.1 million and $9.6 million in 2015, 2014 and 2013, respectively.

The Company reviews intangibles for impairment annually, on November 1, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

The Company recorded impairment losses in its International segment of $9.7 million in 2015 and $3.6 million in 2013 for certain indefinite lived intangible assets.

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Other Liabilities

12 Months Ended

Dec. 31, 2015

Other Liabilities

Other Liabilities

13.Other Liabilities

Other current liabilities

	December 31,
($ thousands)	2015	2014
Accrued interest payable	171,486	105,749
Accrued expenses	168,160	117,678
Employee compensation	155,753	100,158
Taxes other than income taxes	112,690	83,688
Jackpot liabilities	110,979	—
Deferred revenue	57,089	62,556
Current financial liabilities	48,584	81,973
Advance payments from customers	33,976	17,505
Other current liabilities	26,955	27,858
Short term provisions	19,544	1,203
Advance billings	17,370	17,654
Bridge and consent fees payable	—	88,994
Dividends payable	—	157,341
	922,586	862,357

Other non-current liabilities

	December 31,
($ thousands)	2015	2014
Jackpot liabilities	226,264	—
Finance leases	71,548	79,695
Royalties payable	38,311	—
Deferred revenue	38,308	50,391
Reserve for uncertain tax positions	29,970	7,906
Italian staff severance fund	11,385	12,224
Long-term provisions	10,888	15,829
Contingent liabilities	6,945	8,438
Other	28,874	25,934
	462,493	200,417

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Debt

12 Months Ended

Dec. 31, 2015

Debt

Debt

14.Debt

	December 31,
($ thousands)	2015	2014
6.250% Senior Secured Notes due 2022	1,468,875	—
6.500% Senior Secured Notes due 2025	1,084,249	—
4.750% Senior Secured Notes due 2023	912,418	—
4.125% Senior Secured Notes due 2020	752,212	—
5.625% Senior Secured Notes due 2020	592,245	—
Senior Secured Notes	4,809,999	—
6.625% Senior Secured Notes due 2018	533,915	590,557
4.750% Senior Secured Notes due 2020	520,649	575,270
Legacy GTECH Notes	1,054,564	1,165,827
7.500% Senior Secured Notes due 2019	530,009	—
5.500% Senior Secured Notes due 2020	126,833	—
5.350% Senior Secured Notes due 2023	61,303	—
Legacy IGT Notes	718,145	—
Term Loan Facilities due 2019	866,785	—
Revolving Credit Facilities	834,968	876,505
Capital Securities due 2066	49,472	54,975
Other	80	1,764
Long-term debt, less current portion	8,334,013	2,099,071
Current portion of long-term debt	160	849,600
Short-term borrowings	—	10,800
Total Debt	8,334,173	2,959,471

The principal balances of each debt obligation and a reconciliation to the balance sheet follows:

	December 31, 2015
		Debt issuance		Premium
($ thousands)	Principal	cost, net		(Discount)	Swap		Total
6.250% Senior Secured Notes due 2022	1,500,000	(20,610	)	—	(10,515	)	1,468,875
6.500% Senior Secured Notes due 2025	1,100,000	(15,751	)	—	—		1,084,249
4.750% Senior Secured Notes due 2023	925,395	(12,977	)	—	—		912,418
4.125% Senior Secured Notes due 2020	762,090	(9,878	)	—	—		752,212
5.625% Senior Secured Notes due 2020	600,000	(7,755	)	—	—		592,245
Senior Secured Notes	4,887,485	(66,971	)	—	(10,515	)	4,809,999
6.625% Senior Secured Notes due 2018	544,350	(10,435	)	—	—		533,915
4.750% Senior Secured Notes due 2020	544,350	(23,701	)	—	—		520,649
Legacy GTECH Notes	1,088,700	(34,136	)	—	—		1,054,564
7.500% Senior Secured Notes due 2019	500,000	—		28,345	1,664		530,009
5.500% Senior Secured Notes due 2020	124,143	—		3,034	(344	)	126,833
5.350% Senior Secured Notes due 2023	60,567	—		736	—		61,303
Legacy IGT Notes	684,710	—		32,115	1,320		718,145
Term Loan Facilities due 2019	870,960	(4,175	)	—	—		866,785
Revolving Credit Facilities due 2019	855,480	(20,512	)	—	—		834,968
Capital Securities due 2066	49,530	(58	)	—	—		49,472
Other	240	—		—	—		240
Total Debt	8,437,105	(125,852	)	32,115	(9,195	)	8,334,173

	December 31, 2014
		Debt		Premium
($ thousands)	Principal	issuance cost		(Discount)	Swap	Total
6.625% Senior Secured Notes due 2018	607,050	(16,493	)	—	—	590,557
4.750% Senior Secured Notes due 2020	607,050	(31,780	)	—	—	575,270
Legacy GTECH Notes	1,214,100	(48,273	)	—	—	1,165,827
Revolving Credit Facilities due 2015	897,115	(22,490	)	—	—	874,625
Capital Securities due 2066	910,575	(4,299	)	—	—	906,276
Short-term borrowings	10,800	—		—	—	10,800
Other	1,943	—		—	—	1,943
Total Debt	3,034,533	(75,062	)	—	—	2,959,471

At December 31, 2015 and December 31, 2014, the Company’s unused available liquidity is summarized below:

	December 31,
($ thousands)	2015	2014
Revolving Credit Facilities	2,087,655	1,534,870
Term Loan Facilities	—	—
Total Liquidity	2,087,655	1,534,870

The following table summarizes payments due under the Company’s significant contractual commitments as of December 31, 2015:

	Payments by calendar year
($ thousands)						2021 and
Description	2016	2017	2018	2019	2020	thereafter	Total
6.250% Senior Secured Notes due 2022	—	—	—	—	—	1,500,000	1,500,000
6.500% Senior Secured Notes due 2025	—	—	—	—	—	1,100,000	1,100,000
4.750% Senior Secured Notes due 2023	—	—	—	—	—	925,395	925,395
4.125% Senior Secured Notes due 2020	—	—	—	—	762,090	—	762,090
5.625% Senior Secured Notes due 2020	—	—	—	—	600,000	—	600,000
Senior Secured Notes	—	—	—	—	1,362,090	3,525,395	4,887,485
6.625% Senior Secured Notes due 2018	—	—	544,350	—	—	—	544,350
4.750% Senior Secured Notes due 2020	—	—	—	—	544,350	—	544,350
Legacy GTECH Notes	—	—	544,350	—	544,350	—	1,088,700
7.500% Senior Secured Notes due 2019	—	—	—	500,000	—	—	500,000
5.500% Senior Secured Notes due 2020	—	—	—	—	124,143	—	124,143
5.350% Senior Secured Notes due 2023	—	—	—	—	—	60,567	60,567
Legacy IGT Notes	—	—	—	500,000	124,143	60,567	684,710
Term Loan Facilities due 2019	—	—	—	870,960	—	—	870,960
Revolving Credit Facilities due 2019	—	—	—	855,480	—	—	855,480
Capital Securities due 2066 (1)	—	—	—	—	—	49,530	49,530
Other	160	80	—	—	—	—	240
Total Debt (2)	160	80	544,350	2,226,440	2,030,583	3,635,492	8,437,105

(1) The Company redeemed the Capital Securities at par on March 31, 2016.

(2) Amounts presented relate to the principal amount of long-term debt and exclude the related interest expense that will be paid when due, fair value adjustments, discounts, premiums and loan origination fees. See the table above for a reconciliation of the amounts presented to the amounts on the consolidated balance sheet.

Senior Secured Notes

In April 2015, IGT PLC issued five series of senior secured notes (the “Senior Secured Notes”). The original principal amounts of and the proceeds received by IGT PLC from the issuance of the Senior Secured Notes were as follows (in thousands):

Senior Secured Notes	Original Principal Amount		Proceeds (in U.S. Dollars)	Effective Interest Rate
6.250% Senior Secured Notes due 2022	$	1,500,000	1,500,000	6.52%
6.500% Senior Secured Notes due 2025	$	1,100,000	1,100,000	6.71%
4.750% Senior Secured Notes due 2023	€	850,000	919,190	4.98%
4.125% Senior Secured Notes due 2020	€	700,000	756,980	4.47%
5.625% Senior Secured Notes due 2020	$	600,000	600,000	5.98%
Total proceeds			4,876,170

Principal amounts in euro were converted to U.S. dollars using the exchange rate in effect on April 7, 2015.

IGT PLC used the proceeds from the issuance of the Senior Secured Notes to fund the cash portion of the merger consideration for the Subsidiary Merger and to pay certain costs associated with the Mergers.

Interest on the Senior Secured Notes at the rates per annum set forth in the table above is payable semi-annually in arrears.

The Senior Secured Notes are rated Ba2 and BB+ by Moody’s Investor Service (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”), respectively.

The Senior Secured Notes are guaranteed by certain subsidiaries of IGT PLC and are secured by ownership interests held by IGT PLC in certain of its direct subsidiaries and certain intercompany loans with principal balances in excess of $10 million.

IGT PLC may redeem the Senior Secured Notes in whole or in part at any time prior to certain specified dates that range from November 15, 2019 through August 15, 2024 at 100% of their principal amount together with accrued and unpaid interest plus an applicable “make whole” premium. After such dates, IGT PLC may redeem the Senior Secured Notes in whole or in part at 100% of their principal amount together with accrued and unpaid interest. IGT PLC may also redeem the Senior Secured Notes in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events. In addition, upon the occurrence of certain events, IGT PLC will be required to offer to repurchase all of the Senior Secured Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest.

The Senior Secured Notes contain customary covenants and events of default. As of December 31, 2015, IGT PLC was in compliance with all of the covenants.

Legacy GTECH Notes

In December 2010, GTECH S.p.A. (“GTECH”), issued €500 million ($544.4 million at the December 31, 2015 exchange rate) of 5.375% senior notes due 2018 (the “Legacy GTECH 2018 Notes”) and in December 2012, GTECH issued €500 million ($544.4 million at the December 31, 2015 exchange rate) of 3.500% senior notes due 2020 (the “Legacy GTECH 2020 Notes”, and together with the Legacy GTECH 2018 Notes, the “Legacy GTECH Notes”).

In October 2014, GTECH solicited the holders of the Legacy GTECH Notes to approve proposals by extraordinary resolutions to: (1) approve the Holdco Merger and certain related transactions generally and in accordance with and for the purposes of any applicable statutory or court creditor process, (2) agree that no put event was deemed to occur as a result of or in connection with the Holdco Merger and such related transactions and (3) waive any and all events of default, potential events of default and any other breach of the conditions of the Legacy GTECH Notes that had been, were or may have been, within the period of 12 months from the passing of the extraordinary resolutions, triggered by or in connection with the Holdco Merger or such related transactions. In November 2014, holders of the requisite principal amounts of the Legacy GTECH Notes passed extraordinary resolutions approving the proposals. GTECH paid an aggregate of $39 million (€31.3 million) in consent fees to the relevant holders of the Legacy GTECH Notes in connection therewith.

In January 2015, Moody’s and S&P downgraded the ratings of the Legacy GTECH Notes from Baa3 and BBB- to Ba2 and BB+, respectively. As a result, the interest rate on the Legacy GTECH 2018 Notes was increased to 6.625% per annum effective February 2, 2015 and the interest rate on the Legacy GTECH 2020 Notes was increased to 4.750% per annum effective March 5, 2015. Interest on the Legacy GTECH Notes at such rates is payable annually in arrears. The interest rates on the Legacy GTECH Notes are subject to a 1.25% per annum decrease in the event of an upgrade in their ratings by Moody’s and S&P.

As a result of the Holdco Merger, IGT PLC became the issuer of the Legacy GTECH Notes.

The Legacy GTECH Notes are guaranteed by certain subsidiaries of IGT PLC and are secured by ownership interests held by IGT PLC in certain of its direct subsidiaries and certain intercompany loans with principal balances in excess of $10 million.

IGT PLC may redeem the Legacy GTECH Notes in whole but not in part, at the greater of:

· 100% of their principal amount together with any accrued and unpaid interest, or

· at an amount specified in the terms and conditions of the Legacy GTECH Notes.

IGT PLC may also redeem the Legacy GTECH Notes in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events. In addition, upon the occurrence of certain events, IGT PLC may be required to redeem the Legacy GTECH Notes in whole or in part at 100% of their principal amount plus accrued and unpaid interest.

At December 31, 2015, the effective interest rate on the legacy GTECH Notes due 2018 and Legacy GTECH Notes due 2020 was 7.74% and 6.00%, respectively. At December 31, 2014, the effective interest rate on the legacy GTECH Notes due 2018 and Legacy GTECH Notes due 2020 was 5.59% and 3.76%, respectively.

The Legacy GTECH Notes contain customary covenants and events of default. As of December 31, 2015 and 2014, IGT PLC was in compliance with all of the covenants.

Legacy IGT Notes

In June 2009, International Game Technology, a Nevada corporation (“IGT”), issued $500 million 7.500% senior notes due 2019 (the “Legacy IGT 2019 Notes”), in June 2010, IGT issued $300 million 5.500% senior notes due 2020 (the “Legacy IGT 2020 Notes”) and in September 2013, IGT issued $500 million 5.350% senior notes due 2023 (the “Legacy IGT 2023 Notes”, and together with the Legacy IGT 2019 Notes and the Legacy IGT 2020 Notes, the “Legacy IGT Notes”).

As a result of the change in control of IGT which occurred as a result of the Subsidiary Merger, IGT was required to offer to purchase the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes for a purchase price equal to 101% of the principal plus any accrued and unpaid interest. In April 2015, IGT made the required offers to purchase and solicited the consent of the holders of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes to an amendment to the financial reporting covenant of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes. In May 2015, holders of $175.9 million of the Legacy IGT 2020 Notes tendered their notes for purchase and holders of $439.4 million of the Legacy IGT 2023 Notes tendered their notes for purchase and requisite holders of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes consented to the amendment. IGT accepted all of the Legacy IGT 2020 Notes and all of the Legacy IGT 2023 Notes tendered for purchase and paid an aggregate of $621.4 million to the relevant holders of the Legacy IGT 2020 Notes and the Legacy IGT 2023 Notes in connection therewith.

Interest on the Legacy IGT Notes at the rates per annum set forth in the table above is payable semi-annually in arrears.

The Legacy IGT Notes were rated Ba2 and BB+ by Moody’s and S&P, respectively at December 31, 2015.

The Legacy IGT Notes are guaranteed by IGT PLC and certain of its subsidiaries and are secured by certain intercompany loans with principal balances in excess of $10 million.

IGT may redeem the Legacy IGT Notes in whole but not in part, at the greater of:

· 100% of their principal amount together with any accrued, and

· unpaid interest and a make-whole premium.

In addition, upon the occurrence of certain events, IGT will be required to offer to repurchase all of the Legacy IGT Notes at a price equal to 100% of their principal amount and accrued and unpaid interest.

At December 31, 2015, the effective interest rate on the Legacy IGT 2019 Notes, Legacy IGT 2020 Notes and Legacy IGT 2023 Notes was 5.67%, 4.88% and 5.47%, respectively.

The Legacy IGT Notes contain customary covenants and events of default. As of December 31, 2015, IGT was in compliance with all of the covenants.

Term Loan Facilities

In January 2015, GTECH entered into a senior term loan facilities agreement (“TLF Senior Facilities Agreement”) with a syndicate of financial institutions that provides for two (2) €400 million ($435.5 million at the December 31, 2015 exchange rate) term loan facilities maturing in 2019 (the “Term Loan Facilities”). Upon the completion of the Holdco Merger, IGT PLC became the borrower under one of the Term Loan Facilities and a subsidiary of IGT PLC became the borrower under the other of the Term Loan Facilities.

IGT PLC used the proceeds of the Term Loan Facilities to repay borrowings under the Revolving Credit Facilities (as defined below).

Interest on the Term Loan Facilities is payable between one and six months in arrears at rates equal to the applicable LIBOR or EURIBOR plus a margin based on IGT PLC’s long-term ratings by Moody’s and S&P. At December 31, 2015, the effective interest rate on the Term Loan Facilities was 1.9%.

The Term Loan Facilities are guaranteed by IGT PLC and certain of its subsidiaries and are secured by ownership interests held by IGT PLC 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 prepay the Term Loan Facilities in full.

The TLF Senior Facilities 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. As of December 31, 2015, the borrowers under the Term Loan Facilities were in compliance with all of the covenants.

Revolving Credit Facilities

In November 2014, GTECH and IGT Global Solutions Corporation entered into a senior facilities agreement (“RCF Senior Facilities Agreement”) with a syndicate of financial institutions that provided for the following multi-currency revolving credit facilities (the “Revolving Credit Facilities”):

Maximum
Borrowing
Available		Facility	Borrower
$	1,800,000	Revolving Credit Facility A	IGT PLC, IGT and IGT Global Solutions Corporation
€	1,050,000	Revolving Credit Facility B	IGT PLC and Lottomatica Holding S.r.l.

In April 2015, the RCF Senior Facilities Agreement was amended to increase the maximum principal amount of Revolving Credit Facility A from $1.5 billion to $1.8 billion and Revolving Credit Facility B from €850 million ($925.4 million at the December 31, 2015 exchange rate) to €1.05 billion ($1.14 billion at the December 31, 2015 exchange rate).

The borrowers may utilize the Revolving Credit Facilities for letters of credit up to certain sub-limits and Revolving Credit Facility A for U.S. dollar swingline loans.

Proceeds from the Revolving Credit Facilities may be used for general corporate purposes. In 2014, the borrowers used proceeds from the Revolving Credit Facilities to repay amounts borrowed under a prior senior facilities agreement and to pay the redemption price of the Legacy GTECH 2016 Notes (as defined below). In 2015, the borrowers used the proceeds from the Revolving Credit Facilities to fund the cash portion of the merger consideration for the Subsidiary Merger, to repay amounts borrowed by IGT under a prior revolving credit facility agreement and to pay the purchase price of the Legacy IGT 2020 Notes and the Legacy IGT 2023 notes tendered for purchase and the associated consent fees.

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 IGT PLC’s long-term ratings by Moody’s and S&P. At December 31, 2015 and 2014, the effective interest rate on the Revolving Credit Facilities was 2.2% and 1.78%, respectively.

The RCF Senior Facilities Agreement provides that the following fees (which are recorded as interest expense) are payable quarterly in arrears:

· Commitment fees — payable on the undrawn and un-cancelled amount of the Revolving Credit Facilities depending on IGT PLC’s long-term ratings by Moody’s and S&P. The applicable rate was 0.725% at December 31, 2015.

· Utilization fees — payable on the aggregate amount of the Revolving Credit Facilities at a rate determined upon such drawn amount. The applicable rate was 0.30% at December 31, 2015.

The Revolving Credit Facilities are guaranteed by IGT PLC and certain of its subsidiaries and are secured by ownership interests held by IGT PLC 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.

The RCF Senior Facilities 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. As of December 31, 2015, the borrowers under the Revolving Credit Facilities were in compliance with all of the covenants.

Capital Securities

In May 2006, GTECH issued subordinated interest-deferrable Capital Securities due 2066 (the “Capital Securities”).

In December 2014, GTECH invited the holders of the Capital Securities to: (1) tender the Capital Securities for purchase by GTECH and (2) approve proposals by extraordinary resolutions to (a) acknowledge that a condition of the Capital Securities did not apply to the offer to purchase the Capital Securities and (b) approve certain amendments to the conditions of the Capital Securities. In January 2015, holders of the Capital Securities tendered $796.4 million (€704.5 million) of the Capital Securities for purchase by GTECH and holders of the requisite principal amount of the Capital Securities passed extraordinary resolutions approving the proposals. GTECH purchased all of the Capital Securities tendered for purchase and paid an aggregate of $869.8 million (€816.9 million) in consideration to the relevant holders of the Capital Securities in connection therewith.

Interest on the Capital Securities at the rate of 8.250% is payable annually through March 31, 2016 and a variable rate of EURIBOR plus 5.050% payable semi-annually thereafter.

As a result of the Holdco Merger, IGT PLC became the issuer of the Capital Securities.

IGT PLC may redeem the Capital Securities in whole but not in part at 100% of their principal amount together with accrued and unpaid interest and certain other amounts on March 31, 2016 and any interest payment date thereafter. IGT PLC may also redeem the Capital Securities in whole but not in part at 100% of their principal amount together with accrued and unpaid interest in connection with certain tax events.

Prior to their redemption at par on March 31, 2016, the Capital Securities were rate B1 and B+ by Moody’s and S&P, respectively.

Legacy GTECH Notes due 2016

In December 2009, GTECH issued €750 million ($816.5 million at the December 31, 2015 exchange rate) of 5.375% senior notes due 2016 (the “Legacy GTECH 2016 Notes”). The Legacy GTECH 2016 Notes were rated Baa3 and BBB- by Moody’s and S&P, respectively, and were guaranteed by certain subsidiaries of GTECH. In December 2014, GTECH redeemed the Legacy GTECH 2016 Notes. In connection with the redemption, GTECH paid an aggregate $88.6 million make-whole premium to the holders of the Legacy GTECH 2016 Notes and wrote off unamortized debt issuance costs of $3.2 million. GTECH also held €150 million notional amount of interest rate swaps, which were designated as hedges of fixed interest rates on the Legacy GTECH 2016 Notes, which were settled in December 2014 in connection with the redemption, resulting in a $10.1 million gain.

Bridge Facility

In July 2014, in connection with GTECH’s planned acquisition of IGT, GTECH obtained a commitment from affiliates of Credit Suisse AG, Barclays PLC and Citigroup Inc. to fund a 364-day senior bridge term loan credit facility (the “Bridge Facility”) in an aggregate principal amount of approximately $10.7 billion, of which approximately 45% was denominated in euros and approximately 55% of which was denominated in U.S. dollars. The proceeds of the Bridge Facility were to be used to fund the cash portion of the merger consideration of the Subsidiary merger, to pay transaction expenses, to redeem or refinance the Legacy GTECH Notes, the Legacy IGT Notes, the Capital Securities and the Legacy GTECH 2016 Notes, to the extent applicable, and to pay the shareholders of GTECH exercising rescission rights.

In connection with the Bridge Facility commitment, GTECH incurred fees of $80.5 million (€59.1 million), which were payable in full upon the earliest occurrence of certain events set forth in the related agreements, including, among others, the closing of the acquisition of IGT or the date the Bridge Facility terminated in accordance with its terms. The fees of $80.5 million (€59.1 million) were recorded within current financial liabilities, with an offsetting entry in other current assets on the consolidated balance sheet. The cost deferred in other current assets was being amortized to interest expense over the estimated duration of the Bridge Facility (11½ months beginning July 15, 2014 based on the applicable commitment amounts). In addition, a daily ticking fee accrued on the aggregate amount of the commitments in respect of the Bridge Facility during the period from and including July 15, 2014, to but excluding the date upon which the Bridge Facility was terminated, at a rate equal to 0.25% per annum. The ticking fee was payable in full on the earlier of (1) termination or expiration of the commitment letter and (2) the closing of the acquisition of IGT. The ticking fee was recorded as interest expense in the consolidated statement of operations and accrued within current financial liabilities on the consolidated balance sheet. On December 12, 2014, in accordance with the terms of the Bridge Facility, the Company incurred additional fees of approximately $31.1 million which were recorded within other current liabilities and other current assets to be amortized over the remaining estimated duration of the Bridge Facility. In 2015 and 2014, the Company recorded $23.7 million and $47.6 million of interest expense, respectively relating to the Bridge Facility.

In February 2015, the Bridge Facility commitment was terminated and unamortized bridge fees of $34.5 million were recorded to other expense in the consolidated statement of operations.

Other Credit Facilities

IGT PLC and certain of its subsidiaries may borrow under senior unsecured uncommitted demand credit facilities made available by several financial institutions. At December 31, 2015 and 2014, there were no borrowings under these facilities.

Letters of Credit

IGT PLC and certain of its subsidiaries may obtain letters of credit under the Revolving Credit Facilities and under senior unsecured uncommitted letter of credit facilities made available by several financial institutions. 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, 2015 and 2014 and the weighted average annual cost of such letters of credit:

	Letters of Credit Outstanding
	Not under the	Under the
	Revolving Credit	Revolving Credit		Weighted Average
($ thousands)	Facilities	Facilities	Total	Annual Cost
December 31, 2015	711,365	—	711,365	0.97%
December 31, 2014	796,397	—	796,397	0.94%

Interest Expense

	For the year ended December 31,
($ thousands)	2015		2014		2013
Senior Secured Notes	(248,407	)	—		—
Revolving Credit Facilities	(47,789	)	(14,954	)	(15,121	)
6.625% Senior Secured Notes due 2018	(40,481	)	(36,961	)	(36,861	)
4.750% Senior Secured Notes due 2020	(29,941	)	(24,842	)	(24,633	)
Bridge Facility	(23,717	)	(47,577	)	—
7.500% Senior Secured Notes due 2019	(18,651	)	—		—
Term Loan Facilities due 2019	(15,537	)	—		—
Capital Securities due 2066	(8,550	)	(85,250	)	(85,881	)
5.350% Senior Secured Notes due 2023	(4,753	)	—		—
5.500% Senior Secured Notes due 2020	(3,359	)	—		—
5.375% Senior Secured Notes due 2016	—		(45,864	)	(49,770	)
Other	(16,799	)	(6,772	)	(4,862	)
	(457,984	)	(262,220	)	(217,128	)

Interest paid was $365.5 million, $211.7 million and $189.0 million in 2015, 2014 and 2013, respectively.

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Taxes

Income Taxes

15.Income Taxes

The components of (loss) income before the provision for income taxes, determined by tax jurisdiction, are as follows:

	For the year ended December 31,
($ thousands)	2015		2014		2013
Italy	419,116		417,212		451,716
United States	(379,425	)	(60,932	)	(102,433	)
United Kingdom	(150,475	)	(106,536	)	(29,132	)
All Other	93,753		90,473		139,286
	(17,031	)	340,217		459,437

The provision for income taxes consists of:

	For the year ended December 31,
($ thousands)	2015		2014		2013
Current:
Italy	168,915		206,212		177,843
United States	(24,434	)	4,750		5,295
United Kingdom	(5,097	)	528		405
All Other	48,753		36,218		51,764
	188,137		247,708		235,307
Deferred:
Italy	1,660		8,122		24,885
United States	(121,032	)	1,692		(24,178	)
United Kingdom	(16,242	)	(8,948	)	(47	)
All Other	(13,627	)	(8,161	)	(10,012	)
	(149,241	)	(7,295	)	(9,352	)
	38,896		240,413		225,955

Income taxes paid were $199.2 million, $211.3 million and $229.3 million in 2015, 2014 and 2013, respectively.

The Company is tax resident in the United Kingdom. A reconciliation of the provision for income taxes, with the amount computed by applying the weighted average rate of the United Kingdom statutory main corporation tax rates in force over each of the Company’s calendar year reporting periods (20.25% in 2015, 21.50% in 2014 and 23.25% in 2013) to (loss) income before the provision for income taxes is as follows:

	For the year ended December 31,
($ thousands)	2015		2014		2013
(Loss) income before provision for income taxes	(17,031	)	340,217		459,437
United Kingdom statutory tax rate	20.25	%	21.50	%	23.25	%
Theoretical tax expense (benefit)	(3,449	)	73,147		106,819
Foreign tax differential	(53,153	)	15,768		6,597
Foreign losses with no tax benefit	7,495		12,255		12,218
Italian tax litigation settlement	—		19,934		38,366
IRAP and other local taxes	29,697		49,806		46,513
Italian reorganization tax	13,405		35,989		—
Nondeductible expenses	30,244		9,052		1,647
Foreign tax expense, net of federal benefit	9,003		10,765		10,222
Change in unrecognized tax benefits	(15,593	)	427		342
Tax cost of dividend	12,888		3,903		3,618
Research and development tax credit	(4,393	)	(507	)	(283	)
Noncontrolling interest	8,565		5,015		1,260
Other	4,187		4,859		(1,364	)
	38,896		240,413		225,955
Effective tax rate	-228.4	%	70.7	%	49.2	%

The Company’s effective income tax rate of (228.4)% in 2015 was higher than the effective income tax rate of 70.7% in the same period of the prior year principally due to costs associated with the IGT acquisition in 2015 that were either non-deductible for tax purposes or deductible at rates lower than the Company’s global blended statutory tax rate.

The Company’s effective income tax rate of 70.7% in 2014 was higher than the effective income tax rate of 49.2% in the same period of the prior year principally due to Italian capital gains tax associated with the reorganization of the Italian business, a tax audit settlement in Italy and non-deductible acquisition costs on the planned acquisition of IGT.

The significant components reflected within the tax rate reconciliation labeled “Foreign tax differential” includes the effects of foreign subsidiaries’ earnings taxed at rates other than the U.K. statutory rate.

On December 18, 2015, the Consolidated Appropriations Act 2016 was signed into law in the United States. Some of the provisions were retroactive to January 1, 2015 including the permanent extension of the U.S. research and development tax credit. The effective tax rate reflects the Company’s estimated 2015 U.S. research and development tax credit.

The U.K. 2015 Finance Bill received Royal Assent in the fourth quarter of 2015, which resulted in the enactment of the United Kingdom corporate tax rate change from 20% in 2015 to 19% in 2017, then 18% in 2020. As a result, the Company recorded $1.4 million of income taxes in the fourth quarter of 2015 to write down the U.K. net deferred tax asset.

In December 2015, the Italian President approved the reduction of the Italian federal IRES tax rate from the current rate of 27.5% to 24% in 2017. As a result, the Company recorded a $11.8 million tax benefit in the fourth quarter of 2015 to write down Italy’s net deferred tax liability.

The components of deferred tax assets and liabilities are as follows:

	December 31,
($ thousands)	2015		2014
Deferred tax assets:
Net operating losses	292,439		162,269
Provisions not currently deductible for tax purposes	164,164		97,003
Depreciation and amortization	148,801		112,963
Jackpot timing differences	92,807		—
Credit carryforwards	40,578		29,047
Cash collected in excess of revenue recognized	10,184		10,102
Share-based compensation	7,690		6,841
Inventory reserves	6,820		5,025
Other	15,062		23,898
Gross deferred tax assets	778,545		447,148
Valuation allowance	(139,663	)	(77,631	)
Net deferred tax assets	638,882		369,517
Deferred tax liabilities:
Acquired intangible assets	1,294,816		324,623
Depreciation and amortization	178,925		179,674
Foreign exchange on intra-group loan	17,110		17,199
Contract penalties	—		24,435
Other	41,375		9,210
Total deferred tax liabilities	1,532,226		555,141
Net deferred income tax liability	(893,344	)	(185,624	)

The Company’s net deferred income taxes are recorded in the consolidated balance sheet as follows:

	December 31,
($ thousands)	2015		2014
Deferred income taxes - noncurrent asset	48,074		12,982
Deferred income taxes - noncurrent liability	(941,418	)	(198,606	)
	(893,344	)	(185,624	)

The Company has gross tax loss carryforwards in a number of tax jurisdictions of $963.0 million as well as tax credit carryforwards $41.0 million. Portions of these tax loss carryforwards are subject to annual limitations, including Section 382 of the Internal Revenue Code of 1986, as amended, for U.S. tax purposes and similar provisions under other countries laws. Certain of these carryforwards will begin to expire in 2016 if not utilized while others have an unlimited carry forward period.

The valuation allowance as of December 31, 2015 is $139.7 million which is an increase of $62.1 million from $77.6 million at December 31, 2014. The amounts pertain to certain U.S. and foreign net operating loss and credit carry forwards that are not expected to be realized. In assessing the need for a valuation allowance, the Company considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. When the Company changes its 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 income taxes in the period in which such determination is made.

The Company has not provided deferred taxes on $1.6 billion of undistributed earnings of non-U.K. subsidiaries at December 31, 2015 as it is the Company’s policy to indefinitely reinvest these earnings in non-UK operations. The repatriation of these earnings would likely incur taxation in countries other than the U.K. Quantification of the amount of the unrecognized deferred income tax liability associated with these earnings is not practicable. The Company fully provides for taxes incurred on earnings distributed currently.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	For the year ended December 31,
($ thousands)	2015		2014		2013
Balance at beginning of year	6,296		7,536		7,796
Current year acquistion	49,934		—		—
Additions to tax positions - current year	9,462		98		180
Reductions to tax positions - prior years	(7,733	)	(1,338	)	(440	)
Settlements	(5,313	)	—		—
Lapses in statutes of limitations	(15,276	)	—		—
Balance at end of year	37,370		6,296		7,536

As of December 31, 2015, 2014 and 2013, $30.1 million, $6.3 million and $7.5 million, respectively, of the unrecognized tax benefits, if recognized, would affect the Company’s effective tax rates.

The Company recognizes interest expense and penalties related to income tax matters in the provision for income taxes. For 2015, 2014 and 2013, the Company recognized $(10.0) million, $0.5 million and $0.4 million, respectively, in interest expense and penalties. As of December 31, 2015, 2014 and 2013, the gross balance of accrued interest was $3.7 million, $3.0 million and $2.5 million, respectively.

For 2015, the additions to unrecognized tax benefits related to the current year and reductions to unrecognized tax benefits related to prior years are primarily attributable to U.S. tax issues.

The Company files income tax returns in various jurisdictions of which the United Kingdom, United States and Italy represent the major tax jurisdictions. The Internal Revenue Service (“IRS”) is currently examining tax year 2011 for Legacy IGT. For Legacy GTECH, all tax years prior to 2011 are closed with the IRS. Both Legacy GTECH and Legacy IGT have income tax audits in various taxing jurisdictions. The years that may be examined vary with the earliest year being 2010.

In June 2015 a tax audit in Italy was initiated, which is also focused on the leveraged buyout transaction of GTECH Holdings Corporation in 2006 and subsequent acquisition debt refinancing. In July 2015, the Italian Tax Police issued a tax audit report covering the years 2006 to 2010, alleging that GTECH did not recharge to GTECH Holdings Corporation all interest expense and other costs incurred in connection with the 2006 transaction and subsequent refinancing. Based on this tax report, in December 2015 the Italian Tax Agency issued a number of tax assessment notices to the Company covering the years 2006 to 2010 and alleging that additional taxes, penalties and interest for these years totaling €200.0 million are due.

In April 2016, IGT PLC received a Tax Audit Report from the Italian Tax Police covering years 2011 to 2014.  Based on this report, the additional taxes, penalties and interest associated with the transfer price challenge could be estimated to be approximately €275.0 million for those years. Furthermore, this report contains two additional claims regarding (i) the alleged improper deduction of €140.0 million in Value Added Tax and (ii) under-reported taxable income pursuant to Italy’s controlled foreign corporation regime with specific reference to the Company’s fully controlled subsidiary incorporated in Cyprus. No liabilities have been recorded at this time as the Company does not believe that a loss is probable for either item and quantification of the estimated range of adjustment for item (ii) cannot be made, although any adjustment would be material.

Based upon the timing and outcome of examinations of IGT PLC, or the result of the expiration of statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the consolidated balance sheets. The Company anticipates that several of these audits may be finalized within the next twelve months. While the Company expects the amount of the unrecognized tax benefits to change in the next twelve months, the Company does not expect the change to have a significant impact on the consolidated balance sheet or statement of operations.

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2015

Employee Benefit Plans

Employee Benefit Plans

16. Employee Benefit Plans

Defined Contribution Plan

The Company maintains a salary deferral 401(K) plan that allows eligible employees to contribute a portion of their base pay up to the IRS prescribed limit. The Company matches a portion of the employee’s contribution. Employee and Company matching contributions vest immediately. The Company recognized expense related to the matching contribution of $10.8 million, $5.6 million and $5.3 million in 2015, 2014 and 2013, respectively.

Defined Benefit Plan

The Company has a defined benefit plan to provide certain post-employment benefits to Italian employees following termination from the Company. These employees may choose to participate in an unfunded plan within the Company or transfer their plan balance to independent external funds. These benefits are funded only to the extent paid to external funds. The cost of providing benefits under the plan, for those employees that participate in the unfunded plan within the Company, is determined using the projected unit credit actuarial valuation method. The cost of providing benefits for those employees that choose to transfer their plan to independent external funds are considered as defined contributions and are accrued as the employees render the related service. Net benefit expense was $6.8 million, $6.4 million and $6.5 million in 2015, 2014 and 2013, respectively. The present value of the defined benefit obligation was $11.2 million, $11.9 million and $10.9 million at December 31, 2015, 2014 and 2013, respectively.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies

Commitments and Contingencies

17.Commitments and Contingencies

Commitments

Lease Commitments

Rent and lease expense for continuing operations, net of sublease rentals, included no contingent rental payments and totaled $60.8 million in 2015, $57.4 million in 2014, and $50.1 million in 2013.

The minimum amounts due for non-cancelable leases at December 31, 2015 are as follows ($ thousands):

Year	Operating	Capital		Total
2016	71,684	13,874		86,558
2017	44,645	13,772		58,417
2018	37,247	6,992		44,239
2019	30,135	6,664		36,799
2020	23,276	5,862		29,138
Thereafter	77,426	14,526		91,952
Total minimum payments	284,413	61,690		346,103
Less amount represent interest		(16,618	)
Capitalized lease obligation		45,072

Facility capital lease

The Company has a finance lease for an operating headquarters facility in Providence, Rhode Island. The Company has the right to cancel the lease after June 30, 2023 if its facilities management contract 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 ten-year extension options. The Company has the unilateral right to extend the lease under the two extension options under the same terms as in the base term. The lease contains a restriction which does not allow the Company to assign the lease or sublease its portion of the building without the lessor’s approval, which is not to be unreasonably withheld. The lease has been accounted for under build-to-suit guidance, under which the Company carries the entire cost of the building on its books. The building will remain on the books for the lease term and is depreciated over its useful life of 40 years. As of December 31, 2015, the Company had no sublease arrangements at this facility.

Communication equipment capital leases

The Company has finance leases for certain communication equipment that expire between 2019 and 2022. The leases have terms of renewal, options to purchase the equipment and there are no escalation clauses. There are no restrictions placed upon the Company by entering into these leases.

Point of sale capital leases

The Company has finance leases for certain point of sale equipment that expire in 2017. There are no restrictions placed upon the Company by entering into these leases.

Sale and Leaseback Transactions

The Company sold its technology center facility in West Greenwich, Rhode Island in December 2006 and entered into a sale-leaseback agreement with the new owners that expires in November 2019, including renewal options but no escalation clause.

On December 30, 2015, the Company sold its Las Vegas, Nevada campus and entered into a sale-leaseback agreement with the new owners for a portion of the facility for a term of 15 years with optional renewals.

Both the West Greenwich and Las Vegas facilities are accounted for as operating leases, and future minimum lease payments are included in the operating lease section in the table above.

Jackpot Commitments

Jackpot liabilities are recorded as current and non-current liabilities as follows:

	December 31,
($ thousands)	2015
Current liabilities	110,979
Non-current liabilities	226,264
	337,243

Future jackpot payments are due as follows ($ thousands):

	Previous	Future
Year	Winners	Winners	Total
2016	50,370	60,503	110,873
2017	39,564	9,745	49,309
2018	34,440	585	35,025
2019	30,703	585	31,288
2020	27,130	585	27,715
Thereafter	135,387	8,770	144,157
Future jackpot payments due	317,594	80,773	398,367
Unamortized discounts			(61,124	)
Total jackpot liabilities			337,243

Contingencies

Performance and other bonds

In connection with certain contracts and procurements, the Company has been required to deliver performance bonds for the benefit of customers and bid and litigation bonds for the benefit of potential customers, respectively. These bonds, on which customers and potential customers have never made a claim, 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, 2015:

($ thousands)	Total bonds
Performance bonds	474,724
Litigation bonds	37,084
All other bonds	19,254
	531,062

Guarantees and indemnifications

Penalties under Minimum Profit Contracts

The Company has three contracts where it has provided customers with minimum profit level guarantees (the Illinois Contract, Indiana Contract and New Jersey Contract). In relation to the Illinois Contract, the Company guaranteed a minimum profit level to the State of Illinois for each fiscal year of the agreement, commencing with the State of Illinois’s fiscal year ended June 30, 2012. The amounts guaranteed and therefore amounts owed by the Company as shortfall payments under the Illinois Contract were under dispute. In December 2014 the Company and the State of Illinois entered into a termination agreement which settled the amounts of shortfall payments for fiscal years 2012, 2013 and 2014, in the amounts of $21.8 million, $38.6 million and $37.1 million, respectively. In 2015, the Attorney General of the State of Illinois questioned the validity of the termination agreement between the Company and the State of Illinois which resulted in the Company and the State of Illinois entering into a new termination agreement and the Company paid the State of Illinois an additional $10 million representing the shortfall payment for the State of Illinois’s fiscal year ending June 30, 2015. The Company will neither be responsible for the payment of any other shortfall payment, nor will it be entitled to receive any incentive compensation, for all or any portion of fiscal year 2015, or any subsequent fiscal year. The Company recorded reductions of service revenue of $10.0 million, $55.5 million and $42.0 million in 2015, 2014 and 2013, respectively, for the shortfall payments.

In relation to the Indiana Contract, the Company guaranteed a minimum profit level to the State of Indiana commencing with the contract year starting July 1, 2013. The Company recorded reductions of service revenue of $8.0 million, $8.8 million and $0.8 million in 2015, 2014 and 2013, respectively related to this guarantee. In 2015, the Company and the State of Indiana renegotiated the Indiana Contract which resulted in future reduced guarantee levels and in consideration the Company paid the State of Indiana $18.3 million which the Company capitalized to Other Assets in its consolidated balance sheet and which the Company is amortizing to service revenue over the remaining contract term.

In relation to the New Jersey Contract, the Company guaranteed a minimum profit level to the State of New Jersey commencing with the contract year starting July 1, 2014. In 2015, the Company and the State of New Jersey renegotiated the New Jersey Contract which resulted in future reduced guarantee levels and in consideration the Company paid the State of New Jersey $15.4 million which the Company capitalized to Other Assets in its consolidated balance sheet and which the Company is amortizing to service revenue over the remaining contract term.

Loxley GTECH Technology Co., LTD guarantee

The Company has a 49% interest in Loxley GTECH Technology Co., LTD (“LGT”), which is accounted for as an asset held for sale with a de minimis value. LGT is a joint venture that was formed to provide an online lottery system in Thailand.

The Company has guaranteed, along with the 51% shareholder in LGT, performance bonds provided to LGT by an unrelated commercial lender. The performance bonds relate to LGT’s performance under the July 2005 contract between the Government Lottery Office of Thailand and LGT should such contract become operational. The Company is jointly and severally liable with the other shareholder in LGT for this guarantee. There is no scheduled termination date for the Company’s guarantee obligation. The maximum liability under the guarantee is Baht 375 million ($10.4 million). At December 31, 2015, the Company does not have any obligation related to this guarantee because the July 2005 contract to provide the online lottery system is not in operation due to continuing political instability in Thailand.

Commonwealth of Pennsylvania indemnification

The Company will indemnify the Commonwealth of Pennsylvania and any related state agencies for claims made relating to the state’s approval of IGT Global Solutions Corporation’s manufacturer’s license in the Commonwealth of Pennsylvania.

Legal Proceedings

From time to time, the Company is a party to legal, regulatory, and arbitration proceedings regarding, among other matters, claims by and against us, injunctions by third parties arising out of the ordinary course of business, and investigations and compliance inquiries 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 the Company’s view of these matters may change in the future as the proceedings and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability will be incurred and the amount or range of the loss can be reasonably estimated. At December 31, 2015, provisions for litigation matters amounted to $17.7 million. With respect to litigation and other legal proceedings where the Company has determined that a loss is reasonably possible and the Company is unable to estimate the amount or range of reasonably possible loss in excess of amounts already accrued, due to the inherent difficulty of predicting the outcome of and uncertainties regarding such litigation and legal proceedings, no additional amounts have been accrued. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

Italian Tax Matters

In December 2013, further to a tax audit received in 2012, settled by IGT PLC’s predecessor entity GTECH S.p.A (“GTECH”), the Italian Tax Agency, as required by Italian law, referred the matter to the Rome Public Prosecutor’s office, which had the obligation to start an investigation.

Within the context of this investigation, on April 28, 2015, representatives of the Rome Public Prosecutor came to IGT PLC’s offices in Rome to collect documents and files. The CEO, a board member and a senior executive of IGT PLC were served with a notice that each is subject to a criminal investigation in Italy relating to the Italian tax returns filed by GTECH for the tax years 2006-2013. Under the relevant Italian statutes, the Company’s legal representative and the signatories of the corporate tax returns, and not the corporation itself, are subject to investigation. The individuals are Lorenzo Pellicioli, then chairman of GTECH’s Board of Directors and currently Vice-Chairman of IGT PLC’s Board of Directors, who was GTECH’s legal representative who signed the Italian corporate tax return for the 2013 tax year; Marco Sala, then GTECH’s CEO and the current CEO, director and the legal representative of IGT PLC, who signed the Italian corporate tax returns for the 2006, 2007 and 2008 tax years and Renato Ascoli, then the general manager of GTECH’s Italian operations, who signed the Italian corporate tax returns for the 2009, 2010, 2011 and 2012 tax years.

The investigation involves the structuring of the original leveraged buyout of GTECH Holdings Corporation by Lottomatica S.p.A. and the subsequent conversion of a portion of the original debt incurred by GTECH Holdings Corporation into an equity increase from the parent company, Lottomatica S.p.A.. The Public Prosecutor is focused on determining whether GTECH’s income was under-reported in Italy for any of the tax years 2006-2013. If the Public Prosecutor determines that income was under-reported in one or more tax years, the Public Prosecutor may choose to bring criminal charges in Italy against any or all of the above referenced individuals.

As a consequence of the investigation, a further Tax Audit started on June 22, 2015, focusing on the 2006 merger leveraged buyout acquisition of GTECH Holdings Corporation and the subsequent acquisition debt re-financing.  On July 7, 2015 the Tax Police notified a Tax Audit Report (so called Processo Verbale di Constatazione) to IGT PLC, alleging that GTECH breached the Italian transfer pricing rule (article 110, par. 7, of the Income Tax Act) because it did not recharge to its U.S. wholly-owned subsidiary GTECH Holdings Corporation all the interest expenses and other costs incurred in connection with the 2006 acquisition and its subsequent re-financing. The Tax Police Audit Report covers the tax years 2006 to 2010. As provided by Italian law, the Tax Police Audit Report was delivered to the Public Prosecutor and the Italian Tax Agency for their independent evaluation.  Under Italian law, the Italian Tax Agency is the only authority empowered to issue a tax assessment, based on the Tax Police Audit Report’s allegations.  On December 30, 2015 IGT PLC received a number of tax assessment notices (so called Avvisi di Accertamento) covering the years 2006-2010 and alleging that additional taxes, penalties and interest totaling €200 million are due. Under Italian law, the Company had 60 days in which to appeal the tax assessment notice.  On February 26, 2016 the Company submitted a Voluntary Settlement Request, which entitles the Company to an automatic 90 day extension. The extension will allow the Tax Agency to re-examine the preliminary conclusions of the Tax Police.  At the end of the 90 day extension period, if the parties do not reach a settlement the Company retains its right to appeal the tax assessment before the first degree Tax Court.  On April 12, 2016, IGT PLC received a Tax Audit Report from the Tax Police, covering years 2011 to 2014. Based on this report, the additional taxes, penalties and interest associated with the transfer price challenge could be estimated to be approximately totaling €275.0 million for those years. Furthermore, this report contains two additional claims regarding (i) the alleged improper deduction of €140.0 million in Value Added Tax and (ii) under-reported taxable income pursuant to Italy’s controlled foreign corporation regime with specific reference to the Company’s fully controlled subsidiary incorporated in Cyprus. Such Tax Audit Report was delivered to the Public Prosecutor and the Italian Tax Agency for their independent evaluation.  The process outlined above will also be followed for this Tax Audit Report.

IGT PLC believes that the actions of the Company and the relevant managers were appropriate and complied with all applicable tax and other laws and that the allegations underlying the investigation are without merit.

In the Matter of International Game Technology

As previously disclosed in International Game Technology’s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2015, the Company received a request from the SEC to supply certain information relating to its internal pricing practices for internally refurbished spare parts from electronic gaming machines. The SEC has since communicated to the Company that it is not further pursuing its inquiry into these internal pricing practices. However, the SEC continues to investigate an alleged whistleblower retaliation claim under the Securities Exchange Act of 1934, as amended, that was made by the same former employee of the Company who reported the alleged improper internal pricing practices to the SEC. On February 3, 2016, the Company received a Wells Notice from the staff of the SEC solely relating to its investigation of this alleged whistleblower retaliation claim, and not to the Company’s internal pricing practices. The Company has responded to the Wells Notice and continues to cooperate with the SEC to seek resolution of this matter.

Brazil ICMS Tax

As previously reported, in July 2005, the State of São Paulo challenged the Company’s subsidiary, GTECH Brazil, for classifying the remittances of printing ribbons, rolls of paper and wagering slips (“Consumables”) to lottery outlets in Brazil as subject to ISS tax (service tax) and not ICMS tax (Brazilian VAT). The tax authorities argue that Consumable shipments should have been subject to the higher ICMS tax as opposed to the lower rate ISS tax that GTECH Brazil paid. The tax authorities argue that in order for printed matter to be considered non-taxable it has to be “personalized.” To be considered personalized, the Consumables must be intended for the exclusive use of the party ordering such Consumables. The São Paulo tax authorities also argue that had Consumables been exempt from the ICMS tax, they would have been sold separately to CAIXA and not supplied by GTECH Brazil as necessary to enable the services rendered at the time. GTECH Brazil filed its defense against the Tax Assessment Notice, which defense was dismissed. GTECH Brazil filed an Ordinary Appeal and a Special Appeal to the Court of Taxes and Fees, both of which were not granted. The State Treasury of São Paulo has filed a tax foreclosure to collect the tax obligation amounting to 22,910,722 Brazilian Reals (approximately $5.8 million at exchange rates in effect as of December 31, 2015) plus statutory interest, penalties and fees of approximately 108.7 million Brazilian Reals for a total obligation of approximately 131.6 million Brazilian Reals (approximately $33.2 million at exchange rates in effect as of December 31, 2015). GTECH presented a draft bank letter guarantee in the tax foreclosure to cover tax debt under charge in full but the court did not rule whether it was sufficient. GTECH Brazil is now discussing the legality of this tax levy in another lawsuit, arguing that no ICMS is due in this case because there were no separate sales of Consumables, but instead, the Consumables merely enabled services to be rendered. Therefore, only services were remunerated by GTECH Brazil’s customer and the Consumables were supplied by GTECH Brazil for no separate or additional consideration. Accordingly, only the ISS tax on service revenue was due. Currently, the tax authorities and GTECH Brazil are presenting evidence to the court. GTECH Brazil has been advised by Brazilian counsel that these proceedings are likely to take several years. We dispute the tax authority’s position and will continue to defend this assessment vigorously.

High 5 Games

High 5 Games, LLC (“H5G”) filed suit against the Company in March 2015 alleging breaches of a 2012 Confidential Game Development and License Agreement (the “2012 Agreement”) and related trademark infringement and state law claims. H5G’s primary allegations were that the Company’s subsidiary, IGT, had made impermissible use of intellectual property created by H5G and had failed to pay royalties owed H5G. On March 11, 2015, IGT filed suit against H5G in a separate action alleging breaches of the 2012 Agreement by H5G and related trademark and state law claims. Among other allegations, IGT claimed that H5G had misused IGT’s intellectual property and failed to pay appropriate royalties to IGT. On June 8, 2015 the Court dismissed IGT’s separate action with leave to refile IGT’s claims as counterclaims in the case brought by H5G, which IGT ultimately did on October 22, 2015. Shortly thereafter the parties engaged in renewed settlement negotiations which led to the settlement of all outstanding issues between IGT and H5G.

Texas Fun 5’s Instant Ticket Game

Three lawsuits have been filed in Texas against the Company’s subsidiary IGT Global Solutions Corporation (f/k/a GTECH Corporation) (“IGT Global”) arising out the Fun 5’s instant ticket game sold by the Texas Lottery Commission (“TLC”) from September 1, 2014 until October 21, 2014. Plaintiffs in each case allege the instruction on each ticket 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, the TLC and the system interpreted a 5x win only when (1) the “Money Bag” symbol was revealed and (2) three symbols in a pattern were revealed. The three actions include: (a) Steele, et al. v. GTECH Corporation. On December 9, 2014, 518 individuals sued IGT Global in Travis County District Court, TX (No. D-1-GN-14-005114). Through intervenor actions, this group currently comprises nearly 1,000 individuals claiming damages in excess of $500M. On January 27, 2015, IGT Global filed its plea to the jurisdiction, special exceptions, motion to dismiss, and answer. On April 7, 2015, plaintiffs substantially amended their petition to include the following causes of action: common law fraud, fraud by non-disclosure, aiding and abetting fraud, tortious interference with existing contract, and tortious interference with expectancy. IGT Global filed an amended plea to the jurisdiction, answer, and a motion to dismiss. IGT Global’s amended plea to the jurisdiction was denied. Trial is scheduled for February 2017. (b) Nettles v. GTECH Corporation. On January 7, 2015, plaintiff Dawn Nettles sued IGT Global in Dallas Country District Court, TX (No. DC-14-14838), claiming damages in excess of $4M. On February 2, 2015, IGT Global filed its plea to the jurisdiction, special exceptions, motion to dismiss, and answer. On April 17, 2015, plaintiff substantially amended her petition to include the following causes of action: common law fraud, fraud by non-disclosure, aiding and abetting fraud, tortious interference with existing contract, and tortious interference with expectancy. Plaintiff again amended her pleading on August 14, 2015 and added the TLC as a defendant, as well as a request for declaratory judgment. The TLC filed its answer on October 2, 2015. IGT Global filed an amended plea to the jurisdiction, amended answer, and a motion to dismiss. IGT Global and the TLC won pleas to the jurisdiction. However, plaintiff appealed both court orders on December 30, 2015. (c) McDonald v. GTECH Corporation. On January 16, 2015, plaintiff Vanessa McDonald sued IGT Global in El Paso County District Court, TX (No. 2014-DCV-4113), claiming damages in excess of $500,000. Plaintiff’s causes of action include negligence, breach of fiduciary duty, and Deceptive Trade Practices Act. On February 2, 2015, IGT Global filed its plea to the jurisdiction, special exceptions, motion to dismiss, and answer. Discovery is ongoing and trial is scheduled for January 2017. We dispute the claims made in each of these cases and intend to continue to defend these lawsuits vigorously.

Disposition of Previously Disclosed Matters

Set forth below are legal proceedings that were previously disclosed and for which a disposition occurred during 2015 or in 2016 through April 21, 2016.

Oregon State Lottery

On December 31, 2014 a representative (the “Representative”) of a purported class of persons alleged to have been financially harmed by relying on the auto hold feature of various manufacturers’ video poker machines played in Oregon, filed suit against the Oregon State Lottery and various manufacturers, including IGT. The matter was filed in the Circuit Court for the State of Oregon, County of Multnomah and is captioned Justin Curzi, On Behalf of Himself and All Other Similarly Situated Individuals v. Oregon State Lottery, IGT (Inc.), GTECH USA, LLC, and WMS Gaming Inc. (case number 14CV20598). The suit alleged the auto hold feature of video poker games is perceived by players as providing the best possible playing strategy that will maximize the odds of the player winning, when such auto hold feature does not maximize the players’ odds of winning. In May 2015, the court granted the Company’s motion to dismiss the case. In March 2016, the Representative filed its appeal with the Court of Appeals for the State of Oregon.

Bally Gaming, Inc.

On December 19, 2014, IGT was sued by Bally Gaming, Inc. in the District Court of Clark County, Nevada, captioned Bally Gaming, Inc. v. International Game Technology and IGT, Case No. A-14-711384-B. The suit related to a contract between the parties under which IGT granted a license to Bally for TITO technology. Bally alleged that the contract granted a license to entities that became related to Bally after the contract was executed. The parties entered into a settlement agreement in March 2016 settling all outstanding issues related to this matter.

Shareholder Class Actions Relating to Mergers

Subsequent to the announcement of the Company’s entry into a merger agreement with International Game Technology, various putative shareholder class action complaints were filed by purported shareholders of International Game Technology. The complaints purported to be brought on behalf of all similarly situated shareholders of International Game Technology and generally allege that the members of the board of directors breached their fiduciary duties to International Game Technology shareholders by approving the proposed merger transaction for inadequate consideration, entering into a merger agreement containing preclusive deal protection devices and failing to take steps to maximize the value to be paid to International Game Technology shareholders. The complaints also alleged claims against the Company and International Game Technology for aiding and abetting these alleged breaches of fiduciary duties. In July 2015, the court approved the settlement of all outstanding issues among the parties.

Global Draw

On September 17, 2013, Global Draw Limited commenced proceedings in London against one of the Company’s subsidiaries, IGT-UK Group Limited, captioned 2013 High Court of Justice (Commercial Court) in London, England, Case No. 2013, Folio 1246. Global Draw’s claims arise out of a Sale and Purchase Agreement dated April 26, 2011 (SPA) pursuant to which Global Draw purchased from IGT-UK all of the outstanding shares of Barcrest Limited. Global Draw seeks claims against IGT-UK under the terms of indemnities and warranties contained in the SPA and against IGT under the terms of a guarantee given by IGT in respect of the liabilities of IGT-UK under the SPA. The parties entered into a settlement agreement in May 2015 settling all outstanding issues related to this matter.

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Shareholders' Equity

12 Months Ended

Dec. 31, 2015

Shareholders' Equity

Shareholders' Equity

18.Shareholders’ Equity

Shares Authorized and Outstanding

The Board of Directors is authorized to issue shares of any class in the capital of the Company. The authorized capital stock of IGT PLC consists of 1.85 billion shares of common stock with a $0.10 per share par value.

Shares of common stock outstanding were as follows:

	December 31,
	2015		2014		2013
Balance at beginning of year	172,792,526		173,992,168		172,454,507
Shares issued upon acquisition of IGT	45,322,614		—		—
GTECH rescission shares	(19,734,245	)	—		—
Shares issued upon exercise of stock options	744,374		304,619		1,198,191
Shares issued under restricted stock award plans	1,118,970		679,242		339,470
Treasury stock purchases	—		(2,183,503	)	—
Balance at end of year	200,244,239		172,792,526		173,992,168

In connection with the Holdco Merger, GTECH shareholders received one newly issued common share in IGT PLC (having a par value of $0.10 per share) for each common share held in GTECH (having a par value of €1.00 per share).

Shares Issued Upon Acquisition of IGT

As described in Notes 1 and 3, the acquisition of IGT was completed on April 7, 2015. Upon the acquisition, IGT shareholders received 45,322,614 IGT PLC common shares in accordance with the terms of the transaction.

GTECH Rescission Shares

GTECH shareholders who did not vote in favor of the Holdco Merger were entitled to exercise a cash exit right equal to €19.174 per share. GTECH shareholders exercised the cash exit right on 19,796,852 GTECH shares, of which 62,607 were subsequently purchased by other GTECH shareholders, resulting in 19,734,245 net shares repurchased upon the Holdco Merger. The Company paid $407.8 million to shareholders.

Treasury Stock Purchases

From time to time, the Board of Directors authorizes the Company to repurchase IGT PLC common stock. In 2014, the Company repurchased common shares under programs authorized in June 2014 (the “June Program”) and October 2014 (the “October Program”) as detailed below:

	Maximum
	Shares		Purchase
	Authorized	Shares	Price
	for Purchase	Acquired	($ thousands)
June Program	1,782,426	1,782,426	43,380
October Program	16,676,505	401,077	9,780
	18,458,931	2,183,503	53,160

The June Program was authorized to fulfill outstanding stock-based compensation plans and the October Program was authorized to ensure the regular trading of the Company’s shares in the event that unusual movements occurred due to excess volatility or lack of liquidity from the then-pending acquisition of IGT. The June Program expired in July 2014 and the October Program expired upon the Mergers. Treasury shares were subsequently cancelled upon completion of the Mergers.

Dividends

The Company declared cash dividends per share during the periods presented as follows:

	$	€
2015:
Third Quarter	0.20	—
Fourth Quarter	0.20	—
Total cash dividends declared	0.40	—
2014:
Second Quarter	1.04	0.75
Fourth Quarter	0.93	0.75
Total cash dividends declared	1.97	1.50
2013:
Second Quarter	0.95	0.73
Total cash dividends declared	0.95	0.73

Dividends declared in euro in 2014 and 2013 were translated into U.S. dollars at the exchange rates in effect on the dates the dividends were declared.

Future dividends are subject to Board of Director approval.

The terms of the Company’s RCF Senior Facilities Agreement restrict the payment of dividends and repurchases of IGT PLC common stock to an aggregate amount of $400 million or $300 million in each calendar year, depending on the Company’s debt ratings.

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Non-Controlling Interests

12 Months Ended

Dec. 31, 2015

Non-Controlling Interests

Non-Controlling Interests

19.Non-Controlling Interests

Non-controlling interests’ share of equity in the accompanying consolidated balance sheets was $348.5 million and $377.9 million at December 31, 2015 and 2014, respectively. At December 31, 2015 the Company’s material non-controlling interests were as follows:

Name of subsidiary	% Ownership
Lotterie Nazionali S.r.l.	64.00%
Northstar New Jersey Lottery Group, LLC	82.31%

Lotterie Nazionali S.r.l. (“LN”) is a majority-owned subsidiary that holds an instant ticket concession license in Italy.

Northstar New Jersey Lottery Group, LLC (“Northstar NJ”), is a consolidated joint venture which is party to an Agreement with the State of New Jersey, Department of the Treasury, Division of Purchase and Property and Division of Lottery (the “Division of Lottery”) whereby Northstar NJ manages a wide range of the Division of Lottery’s marketing, sales, and related functions.

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Segment Information

12 Months Ended

Dec. 31, 2015

Segment Information

Segment Information

20.Segment Information

The structure of the Company’s internal organization is customer-facing aligned around four business units operating in three regions which represent the Company’s reportable segments as follows:

· North America Gaming and Interactive

· North America Lottery

· International

· Italy

Each of these segments operate and provide a full range of gaming services including lottery management services, online and instant lotteries, sports betting, machine gaming and interactive gaming.

The Company monitors the operating results of its operating 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.

Purchase accounting principally represents the depreciation and amortization of acquired tangible and intangible assets in connection with acquired companies, principally including the August 2006 acquisition of IGT Global Solutions Corporation and the April 2015 acquisition of IGT.

Corporate support expenses, which are not allocated to the segments, are principally comprised of selling, general and administrative expenses and other expenses that are managed at the corporate level, including restructuring, transaction, corporate headquarters and board of directors’ expenses.

Segment information is as follows ($ thousands):

	North
	America		North
	Gaming and		America						Segment		Corporate		Purchase
2015	Interactive		Lottery		International		Italy		Total		Support		Accounting		Total
Service revenue	780,189		992,684		512,004		1,702,174		3,987,051		—		(9,358	)	3,977,693
Product sales	321,618		52,986		341,070		1,872		717,546				(6,183	)	711,363
Total revenue	1,101,807		1,045,670		853,074		1,704,046		4,704,597		—		(15,541	)	4,689,056
Operating income (loss)	294,256		182,615		164,949		554,937		1,196,757		(292,371	)	(364,430	)	539,956
Depreciation	70,428		154,429		43,352		80,145		348,354		12,847		8,363		369,564
Amortization	8,490		264		1,435		66,120		76,309		266		333,689		410,264
Expenditures for long-lived assets	(82,834	)	(107,854	)	(93,666	)	(22,422	)	(306,776	)	(11,618	)	—		(318,394	)
Long-lived assets (at year end)	403,482		616,760		236,043		220,910		1,477,195		—		—		1,477,195
Total assets (at year end)	6,077,680		2,476,112		2,950,807		2,855,797		14,360,396		754,296		—		15,114,692

	North
	America		North
	Gaming and		America						Segment		Corporate		Purchase
2014	Interactive		Lottery		International		Italy		Total		Support		Accounting		Total
Service revenue	45,575		865,023		473,653		2,104,996		3,489,247		—		722		3,489,969
Product sales	86,926		75,074		156,976		3,366		322,342		—		—		322,342
Total revenue	132,501		940,097		630,629		2,108,362		3,811,589		—		722		3,812,311
Operating income (loss)	1,054		74,293		156,295		711,881		943,523		(150,268	)	(78,204	)	715,051
Depreciation	24,915		151,421		38,631		97,778		312,745		4,306		6,678		323,729
Amortization	802		263		396		74,844		76,305		269		72,249		148,823
Expenditures for long-lived assets	(25,454	)	(111,325	)	(43,716	)	(78,858	)	(259,353	)	(3,489	)	—		(262,842	)
Long-lived assets (at year end)	84,424		646,631		184,553		294,360		1,209,968		—		—		1,209,968
Total assets (at year end)	374,806		2,343,289		1,868,190		3,367,591		7,953,876		481,421		—		8,435,297

	North
	America		North
	Gaming and		America						Segment		Corporate		Purchase
2013	Interactive		Lottery		International		Italy		Total		Support		Accounting		Total
Service revenue	37,425		826,936		481,176		2,114,257		3,459,794		—		722		3,460,516
Product sales	154,717		55,606		155,021		3,774		369,118		—		—		369,118
Total revenue	192,142		882,542		636,197		2,118,031		3,828,912		—		722		3,829,634
Operating income (loss)	(11,154	)	82,727		140,844		647,812		860,229		(98,138	)	(78,115	)	683,976
Depreciation	21,167		154,616		41,103		100,529		317,415		4,243		9,873		331,531
Amortization	275		66		—		68,089		68,430		269		65,450		134,149
Expenditures for long-lived assets	(18,920	)	(97,978	)	(44,290	)	(95,788	)	(256,976	)	(1,485	)	—		(258,461	)

Geographical Information

Revenue from external customers, which is based on the geographical location of the Company’s customers, is as follows:

	December 31,
($ thousands)	2015	2014	2013
United States	2,030,251	1,024,917	916,307
Italy	1,712,583	2,119,303	2,138,524
United Kingdom	93,839	93,366	88,196
All other	852,383	574,725	686,607
Total	4,689,056	3,812,311	3,829,634

No customer represents 10% or more of consolidated revenue in 2015, 2014 or 2013.

Long-lived assets are composed of the following:

· Systems, equipment and other assets relating to contracts

· Property, plant and equipment

Long-lived assets based on the geographical location of the assets are as follows:

	December 31,
($ thousands)	2015	2014
United States	976,439	726,126
Italy	202,971	276,572
United Kingdom	46,658	40,187
All other	251,127	167,083
Total	1,477,195	1,209,968

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Depreciation Expense

12 Months Ended

Dec. 31, 2015

Depreciation Expense

Depreciation Expense

21.Depreciation Expense

	For the year ended December 31,
($ thousands)	2015	2014	2013
Systems, equipment and other assets related to contracts, net	329,218	305,881	313,911
Property, plant and equipment, net	40,346	17,848	17,620
	369,564	323,729	331,531

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Transaction Expense, net

12 Months Ended

Dec. 31, 2015

Transaction Expense, net

Transaction Expense, net

22.Transaction Expense, net

	For the year ended December 31,
($ thousands)	2015	2014		2013
IGT acquisition costs	49,396	43,972		—
Gain on sale of ticketing business	—	(8,636	)	—
	49,396	35,336		—

The Company incurred $49.4 million and $44.0 million of professional fees and expenses related to the April 2015 acquisition of IGT in 2015 and 2014, respectively.

In July 2014, the Company sold its sports and events ticketing business to the international operator TicketOne, CTS Eventim Group for $18.6 million (€13.9 million) and recorded a gain on the sale of $8.6 million (€5.7 million).

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Accumulated Other Comprehensive Income

12 Months Ended

Dec. 31, 2015

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

23. Accumulated Other Comprehensive Income

The following table details the changes in accumulated other comprehensive income (loss) (AOCI):

			Unrealized Gain (Loss) on:										Less: OCI		Total
	Foreign		Cash		Hedge of		Available		Defined		Share of		attributable to		AOCI
	Currency		Flow		Net		for Sale		Benefit		OCI of		non-controlling		attributable to
	Translation		Hedges		Investment		Securities		Plans		Associate		interest		IGT PLC
Balance as of December 31, 2012	158,791		697		(5,892	)	220		(1,628	)	—		1,361		153,549
OCI before reclassifications	(52,331	)	(1,780	)	494		3,913		(1,725	)	—		229		(51,200	)
Amounts reclassified from AOCI	—		(1,011	)	—		—		—		—		—		(1,011	)
Tax effect	6,902		764		(161	)	(1,144	)	582		—		—		6,943
OCI	(45,429	)	(2,027	)	333		2,769		(1,143	)	—		229		(45,268	)
Balance as of December 31, 2013	113,362		(1,330	)	(5,559	)	2,989		(2,771	)	—		1,590		108,281
OCI before reclassifications	62,514		4,059		1,861		2,845		(2,055	)	(748	)	(905	)	67,571
Amounts reclassified from AOCI	—		(640	)	—		—		—		—		—		(640	)
Tax effect	(17,745	)	(1,118	)	(801	)	(815	)	470		—		—		(20,009	)
OCI	44,769		2,301		1,060		2,030		(1,585	)	(748	)	(905	)	46,922
Balance as of December 31, 2014	158,131		971		(4,499	)	5,019		(4,356	)	(748	)	685		155,203
OCI before reclassifications	60,079		(594	)	—		(3,046	)	395		—		304		57,138
Amounts reclassified from AOCI	—		(244	)	—		—		—		—		—		(244	)
Tax effect	(14,024	)	254		(64	)	(3,259	)	(166	)	—		—		(17,259	)
OCI	46,055		(584	)	(64	)	(6,305	)	229		—		304		39,635
Balance as of December 31, 2015	204,186		387		(4,563	)	(1,286	)	(4,127	)	(748	)	989		194,838

For the years ended December 31, 2015, 2014 and 2013, $0.2 million, $0.6 million, and $1.0 million, respectively, were reclassified from AOCI into service revenue in the consolidated statements of operations.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2015

Stock-Based Compensation

Stock-Based Compensation

24.Stock-Based Compensation

Incentive Awards

Stock-based incentive awards are provided to directors and employees under the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”) as administered by the Board of Directors. Awards available under the Plan principally include stock options, performance share units, restricted share units or any combination thereof. The maximum number of shares that may be granted under the Plan is 11.5 million shares. To the extent that any award is forfeited, expires, lapses, or is settled for cash, the award is available for reissue under the Plan. The Company utilizes authorized and unissued shares to satisfy all shares issued under the Plan.

Prior to 2015, stock options and performance share units were provided to employees under the terms of annual performance based plans (the “Old Plans”) as approved by the Board of Directors. There are 0.2 million shares available for issuance under the Old Plans. No shares were issued under the Old Plans in 2015 and shares are not expected to be issued under the Old Plans in the future.

Stock Options

Stock options are awards that allow the employee to purchase shares of the Company’s 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 2015, stock options were granted solely to the Company’s Chief Executive Officer, vest in approximately 2 years from the date of grant subject to certain performance and other criteria, and have a contractual term of approximately seven years.

Stock Awards

Stock awards are principally made in the form of performance share units (PSUs) and restricted stock 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. PSUs have a contractual term of 10 years and typically vest 50% over an approximate one-year period and 50% over an approximate two-year period. Dividend equivalents are not paid under the Plan. The fair value of each PSU is determined on the grant 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 and employees 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 the Company’s stock option activity and related information is as follows:

			Weighted Average
			Exercise	Remaining
			Price	Contractual	Aggregate
	Stock		Per	Term	Intrinsic Value
	Options		Share	(in years)	($ thousands)
Outstanding at January 1, 2015	7,012,341		18.11
Granted	250,000		15.53
Forfeited	(911,028	)	19.18
Exercised	(744,374	)	14.49
Expired	(13,836	)	15.29
Outstanding at December 31, 2015	5,593,103		18.31	3.10
At December 31, 2015:
Vested and expected to vest	4,832,561		17.89	2.99	(8,241	)
Exercisable	2,252,804		15.04	1.70	2,576

The total intrinsic value of stock options exercised was $3.3 million, $2.8 million and $11.8 million in 2015, 2014 and 2013, respectively.

Fair Value of Stock Options Granted

The Company estimates 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 2015, 2014 and 2013 was $2.31, $3.08 and $4.64 per share, respectively.

	2015	2014	2013
Valuation model	Monte Carlo	Binomial	Binomial
Exercise price ($)	15.53	25.03	26.59
Expected option term (in years)	2.38	4.49	4.54
Expected volatility of the Company’s stock (%)	35.00	27.72	28.09
Risk-free interest rate (%)	1.06	0.25	0.58
Dividend yield (%)	5.15	3.63	4.27

The expected volatility assumes the historical volatility is indicative of future trends, which may not be the actual outcome. The expected life of the stock option 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 the original estimates of fair value made by the Company.

Stock Award Activity

A summary of the Company’s stock award activity and related information is as follows:

			Weighted			Weighted
			Average			Average
			Grant Date			Grant Date
	PSUs		Fair Value	RSUs		Fair Value
Nonvested at January 1, 2015	2,265,375		22.39	—		—
Granted	2,204,963		7.58	1,538,583		19.52
Vested	(768,037	)	17.90	(530,880	)	19.57
Forfeited	(402,907	)	22.73	(107,661	)	19.57
Nonvested at December 31, 2015	3,299,394		13.50	900,042		19.49
At December 31, 2015:
Unrecognized cost for nonvested awards ($ thousands)	20,053			3,917
Weighted average future recognition period (in years)	1.58			0.40

The total vest-date fair value of PSUs vested was $13.4 million, $11.7 million and $16.3 million in 2015, 2014 and 2013, respectively. The total vest-date fair value of RSUs vested was $8.4 million for 2015. No RSU’s vested in 2014 and 2013.

Fair Value of Stock Awards Granted

During 2015, the Company estimated the fair value of PSUs at the date of grant using a Monte Carlo simulation valuation model, as the award includes a market condition. During 2014 and 2013, the Company estimated the fair value of PSUs at the date of grant using the average share price during the employee grant acceptance period.

During 2015, the Company estimated the fair value of RSUs at the date of grant based on the Company’s stock price adjusted for the exclusion of dividend equivalents. Details of the grants are as follows:

	2015	2014	2013
PSUs granted during the year	2,204,963	426,625	618,005
Weighted average grant date fair value	7.58	23.31	28.52
RSUs granted during the year	1,538,583	—	—
Weighted average grant date fair value	19.52	—	—

Modifications

2015

During the first quarter of 2015, the Company modified the expiration date of outstanding stock options granted in July 2009 from April 8, 2015 to June 30, 2015. The modification affected 58 employees but did not result in any incremental compensation cost.

During the fourth quarter of 2015, the Company modified the performance conditions of outstanding stock options and PSUs granted in July 2013 and 2014, as the original vesting conditions were not expected to be satisfied. The modification affected 223 employees and resulted in $14.6 million of incremental compensation cost.

2014

During the second quarter of 2014, the Company modified the performance conditions of outstanding stock options and PSUs granted in July 2012 and 2013, as the original vesting conditions were not expected to be satisfied. The modification affected 221 employees and resulted in $26.0 million of incremental compensation cost.

Stock-Based Compensation Expense

Total compensation cost for the Company’s stock-based compensation plans is recorded based on the employees’ respective functions as detailed below.

	For the year ended December 31,
($ thousands)	2015	2014	2013
Cost of services	602	970	762
Cost of sales	675	60	48
Selling, general and administrative	15,700	12,127	9,993
Research and development	4,223	666	498
	21,200	13,823	11,301
Transaction expense, net	14,867	—	—
Share-based compensation expense before income taxes	36,067	13,823	11,301
Income tax benefit	15,349	4,711	4,122
Total share-based compensation, net of tax	20,718	9,112	7,179

Compensation cost recorded in transaction expense, net, relates to the acceleration of unvested RSUs upon termination of employment following the Subsidiary Merger.

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Other Expense

12 Months Ended

Dec. 31, 2015

Other Expense

Other Expense

25.Other Expense

	For the year ended December 31,
($ thousands)	2015		2014		2013
Tender premium	(73,376	)	—		—
Unamortized debt issuance cost	(4,295	)	—		—
Fees	(2,040	)	—		—
Capital Securities	(79,711	)	—		—
Unamortized debt issuance cost	(34,526	)	(17,023	)	—
Fees	(3,640	)	—		—
Bridge Facility	(38,166	)	(17,023	)	—
Tender premium	—		(88,628	)	—
Unamortized debt issuance cost	—		(3,182	)	—
Swap gain	—		10,103		—
Notes due 2016	—		(81,707	)	—
Unamortized debt issuance cost - Term loan facility and Revolver B	—		(3,542	)	—
Debt modification - Notes due 2018 and 2020	—		(3,931	)	—
Total debt related	(117,877	)	(106,203	)	—
Other	(11,564	)	(12,926	)	(14,972	)
	(129,441	)	(119,129	)	(14,972	)

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Earnings Per Share

12 Months Ended

Dec. 31, 2015

Earnings Per Share

Earnings Per Share

26. Earnings Per Share

The following table presents the computation of basic and diluted earnings per share of common stock.

	For the year ended December 31,
($ thousands, except per share amounts)	2015		2014	2013
Numerator:
Net (loss) income attributable to IGT PLC	(75,574	)	86,162	201,605
Denominator:
Weighted average shares, basic	192,398		173,792	173,315
Incremental shares under stock based compensation plans	—		698	329
Weighted average shares, diluted	192,398		174,490	173,644
Basic earnings (loss) per share attributable to IGT PLC	(0.39	)	0.50	1.16
Diluted earnings (loss) per share attributable to IGT PLC	(0.39	)	0.49	1.16

Stock options to purchase 1.1 million common shares in 2015 and 0.5 million common shares in 2013 were outstanding, but were not included in 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. In addition, 1.5 million outstanding stock options and unvested restricted stock awards were excluded from the computation of diluted earnings per share in 2015 because including them would have had an antidilutive effect due to the net loss position of the Company. There were no stock options outstanding in 2014 that were considered antidilutive and not included in the diluted earnings per share calculation.

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Related Party Transactions

12 Months Ended

Dec. 31, 2015

Related Party Transactions

Related Party Transactions

27.Related Party Transactions

Amounts receivable from and payable to related parties are as follows:

	December 31,
($ thousands)	2015	2014
Tax related receivables	1,286	47,405
Trade receivables	8	91
De Agostini Group	1,294	47,496
Trade receivables	17,347	30,650
Autogrill S.p.A.	17,347	30,650
Trade receivables	2,086	205
OPAP S.A.	2,086	205
Trade receivables	—	84
Ringmaster S.r.l.	—	84
Total related party receivables	20,727	78,435
Tax related payables	35,627	148,609
Trade payables	3,354	3,260
De Agostini Group	38,981	151,869
Trade payables	846	989
Autogrill S.p.A.	846	989
Trade payables	524	1,509
Ringmaster S.r.l.	524	1,509
Total related party payables	40,351	154,367

Tax related receivables and payables arise from the tax consolidation performed at the De Agostini Group level.

The following table sets forth transactions with related parties:

	For the year ended December 31,
($ thousands)	2015	2014	2013
Service revenue and product sales
Autogrill S.p.A.	6,060	7,834	7,474
OPAP S.A.	4,036	3,153	—
Ringmaster S.r.l.	239	535	329
De Agostini Group	21	380	94
	10,356	11,902	7,897
Operating costs
Ringmaster S.r.l.	12,651	14,808	9,064
Assicurazioni Generali S.p.A.	3,003	3,641	3,390
De Agostini Group	569	1,266	7,324
	16,223	19,715	19,778

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 our technologies. We may purchase from or make sales to these organizations. We believe that the terms of each of these arrangements were fair and not less favorable to us than could have been obtained from unaffiliated parties.

De Agostini Group

The Company is majority owned by De Agostini S.p.A. Amounts receivable from De Agostini S.p.A. and subsidiaries of De Agostini S.p.A. (“De Agostini Group”) are non-interest bearing.

On May 8, 2013, the Company entered into a framework agreement with De Agostini S.p.A. pursuant to which De Agostini S.p.A. may make short-term loans to the Company and the Company may deposit cash with De Agostini S.p.A. on a short-term basis. The framework agreement provided that any such transactions would be in compliance with existing third party loan covenants and concluded on an arm’s- length basis. The framework agreement was terminated on March 18, 2015, and no transactions were executed under the framework agreement.

Autogrill S.p.A.

IGT PLC board member Gianmario Tondato da Rous is Chief Executive Officer and a director of Autogrill S.p.A. (“Autogrill”), a global operator of food and beverage services for travelers. Under concessions signed with operators of airports, motorways and railway stations in Italy, Autogrill is also a seller of scratch and win (“S&W”) and lottery tickets. The Company is the sole licensee for the S&W and lottery concessions in Italy through its subsidiary Lotterie Nazionali S.r.l.

Ringmaster S.r.l.

The Company has a 50% interest in Ringmaster S.r.l., an Italian joint venture, which is accounted for using the equity method of accounting. Ringmaster S.r.l. provides software development services for the Company’s interactive gaming business pursuant to an agreement dated December 7, 2011.

Assicurazioni Generali S.p.A.

Assicurazioni Generali S.p.A. (“Generali”) is a related party of the Company as the Vice-Chairman of the Company’s board also serves on Generali’s board of directors. In 2012, the Company entered into a lease agreement to lease the Company’s headquarters facility in Rome, Italy from a wholly-owned subsidiary of Generali.

Yeonama Holdings Co. Limited and OPAP S.A.

The Company has a 30% interest in Yeonama Holdings Co. Limited (“Yeonama”), which is accounted for at fair value. Yeonama is a shareholder in Emma Delta Limited, the fund that holds a 33% interest in OPAP S.A. (“OPAP”), the Greek gaming and football betting operator. Marco Sala, IGT PLC Chief Executive Officer and board member, is a member of the board of directors of OPAP. GTECH UK Interactive Limited (“GTECH UK”), a subsidiary of the Company, provide sports betting and player account management systems to OPAP S.A. The Company is also a technology provider of VLT central systems to OPAP S.A.

CLS-GTECH Company Limited

The Company has a 50% interest in CLS-GTECH Company Limited (“CLS-GTECH”), which is accounted for using the equity method of accounting. CLS-GTECH is a joint venture that was formed to provide a nationwide KENO system for Welfare lotteries throughout China.

Connect Ventures One LP

Since 2011, the Company has held an investment in Connect Ventures One LP, a venture capital fund which targets ‘‘early stage’’ investment operations, with the legal status of limited partnership under English law. The fund is considered a related party because at least one key figure in the fund’s management is related to a number of leading representatives of De Agostini S.p.A., as well as directors of the Company.

The Company’s investment in Connect Ventures One LP was $4.7 million and $3.6 million at December 31, 2015 and December 31, 2014, respectively. The Company accounts for this investment as an available for sale investment.

Connect Ventures Two LP

On November 24, 2015, the Company invested $0.5 million in Connect Ventures Two LP. The fund is considered a related party because at least one key figure in the fund’s management is related to a number of leading representatives of De Agostini S.p.A., as well as directors of the Company.

The Company accounts for its investment in Connect Ventures Two LP as an available for sale investment.

Willis Towers Watson

IGT PLC board member James McCann is a member of the board of directors of Willis Towers Watson (previously Willis Group Holdings PLC) (“Willis Towers”), a global firm with offerings from insurance and reinsurance to retirement planning and health-care consulting. IGT PLC board member Sir Jeremy Hanley is a member of the board of directors of Willis Ltd., a subsidiary of Willis Towers. The Company obtains insurance coverage, including director and officer insurance, through subsidiaries of Willis Towers. The Company paid subsidiaries of Willis Towers $5.0 million, $3.3 million and $3.2 million in 2015, 2014 and 2013, respectively.

Employment Arrangement

Enrico Drago, the son of IGT PLC board member Marco Drago, is a board member and Chief Executive Officer of the Company’s wholly owned subsidiary Lottomatica S.p.A.

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Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2015

Supplemental Cash Flow Information

Supplemental Cash Flow Information

28.  Supplemental Cash Flow Information

Non-cash investing and financing activities are excluded from the consolidated statement of cash flows and are summarized as follows:

	For the year ended December 31,
($ thousands)	2015		2014		2013
Equity consideration related to IGT acquisition	(928,884	)	—		—
Capital expenditures	(32,879	)	(17,512	)	(47,663	)
Non-cash investing activities, net	(961,763	)	(17,512	)	(47,663	)
Dividends declared	—		(156,922	)	—
Note consent fees	—		(34,756	)	—
Capital increase - non-controlling interest	—		14,731		4,143
Non-cash financing activities, net	—		(176,947	)	4,143

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Subsequent Events

12 Months Ended

Dec. 31, 2015

Subsequent Events

Subsequent Events

29. Subsequent Events

On March 31, 2016, IGT PLC redeemed the Capital Securities in full at par.

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Schedule II Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2015

Schedule II Valuation and Qualifying Accounts

Schedule II Valuation and Qualifying Accounts

Schedule II

Valuation and Qualifying Accounts
For the years ended December 31, 2015, 2014 and 2013

($ thousands)	Balance at beginning of period	Amounts charged (credited) to expense		Deductions from allowance		Balance at end of period
Allowance for doubtful accounts
Year ended December 31, 2015	91,819	10,021		(25,703	)	76,137
Year ended December 31, 2014	99,657	6,472		(14,310	)	91,819
Year ended December 31, 2013	93,638	20,237		(14,218	)	99,657
Allowance for liquidated damages
Year ended December 31, 2015	6,317	13,518		(10,224	)	9,611
Year ended December 31, 2014	7,583	5,247		(6,513	)	6,317
Year ended December 31, 2013	12,477	7,102		(11,996	)	7,583
Inventory reserves
Year ended December 31, 2015	9,895	23,502		(6,353	)	27,044
Year ended December 31, 2014	9,804	617		(526	)	9,895
Year ended December 31, 2013	10,175	1,700		(2,071	)	9,804
Valuation allowance for deferred tax assets
Year ended December 31, 2015	77,631	62,032		—		139,663
Year ended December 31, 2014	86,742	(9,111	)	—		77,631
Year ended December 31, 2013	83,542	3,200		—		86,742

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Summary of Significant Accounting Policies

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of International Game Technology PLC and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements are presented in US dollars and all amounts are rounded to the nearest thousand (except share and per share data) unless otherwise indicated

Investments in other entities that the Company has the ability to control, through a majority voting interest or otherwise, or with respect to which the Company is the primary beneficiary, are consolidated. Earnings or losses attributable to any non-controlling interests in a subsidiary, are included in net income (loss) in the consolidated statements of operations. Any investments in affiliates over which the Company has the ability to exert significant influence, but do not control and with respect to which the Company is not the primary beneficiary, are accounted for using the equity method of accounting. Investments in affiliates for which the Company has no ability to exert significant influence are accounted for using the cost method of accounting.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues, costs and expenses during the reporting period and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Significant estimates and judgments relied upon by the Company in preparing these financial statements include the timing of revenue recognition, allowance for doubtful accounts and credit losses, the fair value assigned to acquired assets and assumed and contingent liabilities associated with business combinations, expensing or capitalizing research and development costs for software development, the determination of the fair value of stock-based compensation awards, the amount of the provision for income taxes and the valuation of deferred taxes and intangible assets, including goodwill.

Foreign Currency Translation

Foreign Currency Translation

The functional currency of the Companies subsidiaries located outside of the United States are determined in accordance with authoritative guidance issued by the Financial Accounting Standards Board, or FASB. Assets and liabilities for these subsidiaries are translated at exchange rates in effect at the balance sheet date. Income and expense accounts for these subsidiaries are translated at the average exchange rates for the periods. Resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within shareholders’ equity. The Company records gains and losses from currency transactions denominated in currencies other than the functional currency in its consolidated statement of operations.

Local currency transactions of subsidiaries located outside of the United States where the U.S. dollar is the functional currency are remeasured into U.S. dollars using current rates of exchange for monetary assets and liabilities and historical rates of exchange for non-monetary assets and liabilities. Gains and losses from remeasurement of monetary assets and liabilities are recorded in the consolidated statement of operations.

Acquisitions

Acquisitions

The Company accounts for acquired businesses using the acquisition method of accounting, which requires that the assets acquired, liabilities assumed, contractual contingencies and contingent consideration be recorded at the date of acquisition at their respective fair values. Goodwill represents the excess of the purchase price, including the fair value of any contingent consideration, over the fair value of the net assets acquired. It further requires (1) acquisition related costs to be recognized separately from the acquisition and expensed as incurred, (2) most restructuring costs to be expensed in periods subsequent to the acquisition date and (3) changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period to be reflected in the provision for income taxes. The operating results of acquisitions are included in the consolidated financial statements from the date control is obtained. Acquisition-related costs are included in the consolidated statement of operations within “Transaction expense, net”. Transaction expense, net is composed of transaction costs on significant business combinations and significant gains and losses incurred on disposals of group entities or businesses.

The fair value of identifiable intangible assets is based on significant judgments made by the Company, including the selection of the appropriate valuation methodologies and the determination of the economic lives of the assets acquired. These estimates and assumptions are based on historical and industry experience, information obtained from management of the acquired business, and also include, but are not limited to, future expected cash flows earned from the identified intangible assets and discount rates applied in determining the present value of those cash flows. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. Acquired identifiable intangible assets are amortized on the straight-line method over their estimated economic lives. Amortization of acquired software-related intangibles is included in cost of services and cost of product sales and amortization of other acquired intangible assets is included in selling, general and administrative expenses in the consolidated statement of operations.

Goodwill, Intangible Assets and Long-Lived Assets

Goodwill, Intangible Assets and Long-Lived Assets

Goodwill is tested for impairment at the reporting unit level annually, which is one level below or the same level as an operating segment. The Company has four reporting units as follows:

· North America Gaming and Interactive

· North America Lottery

· International

· Italy

When testing goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is necessary to perform step one of a two-step annual goodwill impairment test for each reporting unit. The Company is required to perform step one only if it concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying value. Should this be the case, the first step of the two-step process is to identify whether a potential impairment exists by comparing the estimated fair values of the reporting units with their respective book values, including goodwill. If the estimated fair value of the reporting unit exceeds book value, goodwill is considered not to be impaired, and no additional steps are necessary. If the fair value of the reporting unit is less than book value, then the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss, if any. The amount of the impairment loss is the excess of the carrying amount of the goodwill over its estimated fair value. The estimate of fair value of goodwill is primarily based on an estimate of the discounted cash flows expected to result from that reporting unit, but may require valuations of certain internally generated and unrecognized intangible assets such as software, technology, patents and trademarks. If the carrying amount of goodwill exceeds the estimated fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.

The Company also evaluates indefinite-lived intangible assets for impairment annually on November 1 and whenever events or changes in circumstances indicate impairment may exist. The Company first performs 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.

The process of evaluating the potential impairment related to goodwill and indefinite-lived intangible assets is highly subjective and requires the application of significant judgment. If an event occurs that would cause revisions to the estimates and assumptions used in analyzing the value of goodwill and other intangible assets with indefinite lives, the revision could result in a non-cash impairment loss that could have a material impact on the Company’s financial results. The Company’s annual review of goodwill and indefinite-lived intangible assets for impairment is performed as of November 1 each year.

The Company evaluates long-lived assets, including identifiable intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events or changes in circumstances that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the overall business strategy and significant negative industry or economic trends. Impairment is recognized when the asset is not recoverable and the carrying amount of an asset exceeds its fair value as calculated on a discounted cash flow basis. If an event occurs necessitating revised estimates and assumptions previously used in analyzing the value of property and equipment or finite-lived intangibles and other assets that revision could result in a non-cash impairment loss that could have a material impact on the Company’s financial results. The Company recorded impairment losses related to long-lived assets of $12.5 million, $2.6 million and $13.6 million in 2015, 2014 and 2013, respectively.

Investments

Investments

The Company’s short-term and long-term investments, classified as available-for-sale securities, consist primarily of marketable securities such as U.S. treasury or agencies purchased to fund jackpot winner payments. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date. All securities classified as short-term investments have contractual maturities of less than twelve months. All securities classified as long-term investments have contractual maturities greater than twelve months.

Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of shareholders’ equity. Any premiums or discounts are amortized or accreted, respectively, to maturity as a component of other income (expense) in the consolidated statement of operations. Cash flows from the principal amount of purchases, sales and maturities of available-for-sale securities are classified as cash flows from investing activities. Any amount of premium on purchased securities and discount on matured and sold securities and the related amortization and accretion are classified as cash flows from operating activities in the consolidated statement of cash flows.

The cost of securities sold is based on the specific-identification method. In determining if and when a decline in fair value is judged to be other-than temporary, we consider the duration of a decline in fair value in light of its significance and other factors. The Company evaluates, among other factors: the duration and extent to which the fair value has been less than the carrying value and the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair market value. Declines in fair value deemed other-than temporary are included as a component of other income (expense) in the consolidated statement of operations.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company applies the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, as well as those financial assets and liabilities that are not measured at fair value but for which fair value is disclosed.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price), in the principal or most advantageous market, in an orderly transaction between market participants, on the measurement date. The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date.

Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3: Inputs that are unobservable in the marketplace and significant to the valuation.

Valuation methods and assumptions used to estimate fair value, when quoted market prices are not available, are subject to judgments and changes in these factors can materially affect fair value estimates.

For financial assets and financial liabilities that are recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, other current assets, accounts payable, and other current liabilities approximate fair value due to relatively short periods to maturity.

Derivative Instruments

Derivative Instruments

The Company uses derivatives to hedge foreign currency exposures related to foreign currency denominated assets and liabilities and forecasted revenue and expense transactions.

The Company uses interest rate derivative instruments designated as fair value hedges to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to agreed-upon notional principal amounts. Changes in the fair value of the derivative instrument are recorded in interest expense and are offset by changes in the fair value on the underlying debt instrument. The cash flows from these contracts are reported as operating activities in the consolidated statement of cash flows. The gains (losses) from terminated interest rate swap agreements are recorded in long-term debt, increasing (decreasing) the outstanding balances of the debt, and amortized as a reduction (addition) of interest expense over the remaining life of the related debt. The cash flows from the termination of the interest rate swap agreements are reported as financing activities in the consolidated statement of cash flows.

The Company hedges its exposure to foreign currency denominated monetary assets and liabilities with foreign currency forward and option contracts. Since these derivatives hedge existing exposures that are denominated in foreign currencies, the contracts do not qualify for hedge accounting. Accordingly, these outstanding non-designated derivatives are recognized on the consolidated balance sheet at fair value with the changes in fair value recorded in foreign exchange gain (loss), net, in the consolidated statement of operations. These derivative contracts mature in less than one year.

The Company also uses foreign currency forward and option contracts to hedge its exposure on a portion of forecasted revenue and expense transactions. These derivatives are designated as cash flow hedges. All outstanding cash flow hedges are recognized on the consolidated balance sheets at fair value with changes in their fair value recorded in accumulated other comprehensive income (loss) until the underlying forecasted transactions occur. To achieve hedge accounting, certain criteria must be met, which include:

· ensuring at the inception of the hedge that formal documentation exists for both the hedging relationship and the risk management objective and strategy for undertaking the hedge, and

· at the inception of the hedge and on an ongoing basis, the hedging relationship is expected to be highly effective in achieving offsetting changes in fair value attributed to the hedged risk during the period that the hedge is designated.

Further, an assessment of effectiveness is required at a minimum on a quarterly basis. Absent meeting these criteria, changes in fair value are recognized in the consolidated statement of operations. Once the underlying forecasted transaction occurs, the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive income (loss) to the consolidated statement of operations, in the related revenue or expense caption, as appropriate. In the event the underlying forecasted transaction does not occur, the amount recorded in accumulated other comprehensive income (loss) is reclassified to the consolidated statement of operations. The ineffective portion of derivatives designated as cash flow hedges is recognized in the consolidated statement of operations as interest expense and the ineffective portion of foreign currency forward and option contracts is recognized in the consolidated statement of operations as foreign exchange gain (loss), net. The ineffective portion of derivatives includes gains or losses associated with differences between actual and forecasted amounts.

For purposes of presentation within the consolidated statement of cash flows, derivative gains and losses are presented within net cash provided by operating activities.

Debt Issuance Costs and Premiums/Discounts

Debt Issuance Costs and Premiums/Discounts

The Company accounts for incremental costs directly attributable to realizing the proceeds of a debt issuance (“Debt issuance costs”) and the difference between the net proceeds received upon debt issuance and the amount payable at maturity (“Debt premium or discount”) as adjustments to the carrying amount of the debt on its consolidated balance sheets. These adjustments are amortized to interest expense using the effective interest method over the estimated term of the debt, typically the contractual term.

Revenue Recognition

Revenue Recognition

The Company has two categories of revenue: Service revenue and Product sales.

Service revenue is derived from the following sources:

· Operating contracts predominately related to Italian contracts;

· Gaming operations arrangements where the Company provides customers with proprietary gaming equipment, systems, content licensing, and services;

· Facility Management Contracts (Hosting arrangements);

· Interactive contracts;

· Post-contract customer support (“PCS”).

Product sales are derived from the following sources:

· Sale of lottery terminals and sale of gaming machines, including game content;

· Sale of lottery and gaming systems, including the licensing of proprietary software, and implementation services.

Revenue is recognized when all of the following conditions are met:

(i)Persuasive evidence of an arrangement exists;

(ii)Delivery has occurred;

(iii)The fee is fixed or determinable;

(iv)Collectability is probable.

Revenues are reported net of incentives, rebates, and discounts. Sales taxes, gaming taxes and other taxes of a similar nature are presented on a net basis (excluded from revenue). Amounts billed prior to completing the earnings process are deferred until revenue recognition criteria is met.

Service revenue

Service revenue is derived from the following types of arrangements:

Operating contracts

Certain of the Company’s revenue, primarily revenue from the Italy segment, is derived from operating contracts. Under operating contracts, the Company manages 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 Italian arrangements whereby the Company is performing services on behalf of the government and the government is considered the Company’s customer, revenue is recognized net of prize payments, taxes, retailer commissions and remittances to state authorities, because the Company is acting as an agent to the authorities. In arrangements where the Company’s customers are the end players and/or retailers, the Company records revenue net of prizes and taxes only, and records the retailer commissions as a cost of service, because the Company is acting as the principal.

The Company also provides sports pools and sports betting services. Under sports pools arrangements, the Company manages the sports pool whereby the sports pool 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, the Company collects the wagers, pays prizes, pays a percentage fee to retailers, withholds its fee, and remits the balance to the respective regulatory agency. The Company assumes no risk associated with sports pool wagering. The Company records revenue net of prize payouts, gaming taxes, retailer commissions and remittances to state authorities, because the Company is acting as an agent to the authorities.

In sports betting contracts, the Company establishes and assumes the risks related to the odds. Under fixed odds betting, the potential payout is fixed at the time bets are placed and the Company bears the risk of odds setting. The Company is responsible for collecting the wagers, paying prizes, and paying fees to retailers. The Company retains the remaining cash as profits. Under these arrangements, the Company records revenue net, calculated as total wagers less the estimated payout for prizes, because the betting contract is considered a derivative and is required to be recorded at fair value. Taxes are recorded as contra revenue and retailer commissions are shown as expenses.

Fees earned under operating contracts are recognized as revenue in the period earned and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Under operating contracts, the Company is generally required to pay upfront concession payments. When such upfront payments are paid to the Company’s customers, the payment is recorded as a non-current asset and amortized as a reduction of service revenue over the concession term.

Gaming Operations

Gaming operations revenues are generated by providing customers with proprietary land-based gaming equipment, systems, content licensing, and services under a variety of recurring revenue arrangements, including a percentage of coin-in (amounts wagered), a percentage of net win, or a fixed daily/monthly fee.

Included in gaming operations are Wide Area Progressive (“WAP”) systems. WAP systems consist of linked slot machines located in multiple casino properties, connecting to a central computer system. WAP games differ from all other games in that a Company-sponsored progressive jackpot increases with every wager until a player wins the top award combination. Casinos with WAP machines pay a percentage of the coin-in (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.

Fees earned under operating contracts are recognized as revenue in the period earned and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Facility management contracts

Under facilities management contracts, the Company constructs, installs, operates and retains ownership of the online system. These contracts, principally in the North America Lottery segment, generally provide for a variable amount of monthly or weekly service fees paid to the Company directly from the customer based on a percentage of sales.

Fees earned under facilities management contracts are recognized as revenue in the period earned, throughout the service period, and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Interactive Contracts

Interactive revenues are principally generated from online social gaming and online real-money products and services (“IGTi”).

Social gaming revenues are generated from the sale of virtual casino chips to players in the online DoubleDown Casino that can be used for additional play or game enhancements. Revenues from player purchases are recognized ratably over the estimated average service period in which the chips are consumed based on historical data analysis. Because DoubleDown is the principal, responsible for substantially all aspects of the casino services and sale of virtual goods to the player, revenues are recorded on a gross basis. Payment processing fees paid to Facebook, Apple and Google on a revenue participation basis are recorded within cost of services. This determination is subject to judgment and material changes in the substance or nature of arrangements with customers and payment processors may result in a change in presentation.

IGTi revenues are generated from online real-money gaming solutions offerings, which encompass gaming systems infrastructure, applications, content licensing, and back office operational support services, including WAP jackpot funding and administration. IGTi solutions are generally provided under revenue sharing arrangements based on a percentage of net win similar to gaming operations discussed above.

Post-contract customer support (PCS)

Product sales contracts generally include PCS, which includes telephone support, software maintenance, software support, professional services, and in some scenarios the right to receive unspecified upgrades/enhancements on a when-and-if-available basis. Fees earned under PCS contracts are recognized as revenue in the period earned (i.e. over the support period) and are classified as service revenue in the consolidated statement of operations when all of the criteria outlined above are met.

Product Sales

Product sales are derived from the following types of arrangements:

Sale of lottery terminals and sale of gaming machines, including game content

These arrangements include the sale of gaming machines including game content, non-machine gaming related equipment, licensing and royalty fees, and component parts (including game themes and electronics conversion kits). The Company’s credit terms are predominately short term in nature. The Company also grants extended payment terms under contracts where the sale is secured by the related equipment sold. Revenue from the sale of lottery terminals and gaming machines is recognized based upon the contractual terms of each arrangement, but predominately upon delivery or acceptance. If the sale of lottery terminals and gaming machines include multiple elements, these arrangements are accounted for under Multiple Element Accounting, discussed below.

System Sales (Lottery and Gaming)

System Sale arrangements typically include multiple elements, where the Company constructs, sells, delivers and installs a turnkey system (inclusive of point of sale terminals, if applicable) or delivers equipment and licenses the computer software for a fixed price, and the customer subsequently operates the system. System sale arrangements generally include customer acceptance provisions and general rights to terminate the contract if the Company is in breach of the contract. Such arrangements include non-software elements, software, professional services, and PCS in the form of maintenance and software support arrangements. Amounts due to the Company and costs incurred by the Company in implementing the system prior to customer acceptance are deferred. Revenue attributable to the system is classified as product sales in the consolidated statement of operations and is recognized upon customer acceptance as long as there are no substantial doubts regarding collectability. Revenues attributable to PCS provided subsequent to customer acceptance are classified as service revenue in the consolidated statement of operations in the period earned.

Multiple Element Arrangements

The Company uses multiple element guidance for both service arrangements and product sale arrangements. In some scenarios, all deliverables are considered one unit of accounting (i.e. facility management contracts where the Company provides software as a service), while other arrangements contain multiple elements that can be separated into distinct deliverables. When arrangements contain multiple elements, including software and non-software components, the Company allocates revenue to each category based on a selling price hierarchy. Allocation of revenue to software and non-software components is based on either vendor-specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or best estimate of selling price (BESP) if neither VSOE nor TPE is available.

· VSOE of selling price is based on the net price charged when the element is sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices fall within a reasonable range based on historical discounting trends for specific products and services. VSOE for post contract support is determined based on renewals rates, if available.

· TPE of selling price is established by evaluating largely interchangeable competitor products or services in stand-alone sales to similar customers. However, as the Company’s products contain a significant element of proprietary technology and the Company’s solutions offer different features and functionality, the comparable pricing of third-party products with similar functionality typically cannot be obtained.

· BESP is established considering multiple factors including, but not limited to market conditions, competitive landscape, internal costs, and gross profit objectives. In some scenarios, contractual pricing may serve as the best estimate given the variability among jurisdictions and customers, while in other scenarios cost for each deliverable plus the overall contract margin is used as management’s best estimate.

In scenarios where the Company’s products include hardware containing required software that function together to provide the essential functionality of the product, the Company considers both the hardware and required software as “non-software deliverables” and has therefore concluded that such arrangements are not subject to the industry-specific software revenue recognition guidance. The Company recognizes revenue for these arrangements based on ASC 605 and allocates the arrangement consideration based on the relative selling price of the deliverables. In scenarios where the Company’s products include hardware where the software is not considered essential to the functionality of the hardware, the hardware revenue is recognized based on when the revenue recognition criteria is met (i.e. shipment, delivery and/or acceptance) and the software revenue is recognized under the software revenue recognition guidance provided under ASC 985.

If there are multiple deliverables within the software and non-software categories, revenue is first allocated between the software pool of deliverables and the non-software pool of deliverables on a relative fair value basis. Thereafter, revenue for each pool is further allocated as follows:

· Non-software components: Revenue is further allocated to each separate unit of accounting using the relative selling prices of each deliverable in the priority order described above. However, revenue is only recognized if the unit of accounting has stand-alone value. A deliverable is considered to have stand-alone value if (a) it has value to the customer on stand-alone basis, and (b) if a general right of return exists relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the Company’s control.

· Software components: If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software category as a group is then allocated to each software deliverable using VSOE, provided the deliverable has stand-alone value. If VSOE is not available for all deliverables, then the Company uses the residual method when VSOE of fair value of the undelivered items exists. If VSOE of one or more undelivered software items does not exist, then all the software deliverables are considered one unit of accounting. Revenue is deferred and recognized at the earlier of (i) delivery of those elements or (ii) when fair value can be established for the undelivered elements, unless PCS is the only undelivered element, in which case, the entire software category allocated consideration is recognized ratably over the service period.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents are composed of cash at banks and on hand and short-term highly liquid investments with a maturity of ninety days or less. Cash equivalents are stated at fair value.

Allowances for Trade Receivables and Customer Financing

Allowances for Trade Receivables and Customer Financing Receivables

The Company maintains an allowance for doubtful accounts for the estimated probable losses on uncollectible trade and customer financing receivables. The allowance is based upon the credit worthiness of the Company’s customers, historical experience, the age of the receivable and current market and economic conditions. Receivables are written off against these allowances in the period they are determined to be uncollectible.

The Company’s customer financing receivables portfolio is composed of two classes, contracts and notes. Contracts include extended payment terms granted to qualifying customers for periods from one to five 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

Inventories are valued at the lower of cost (under the first in, first out method) or market, not in excess of net realizable value.

Systems, equipment and other assets related to contracts, net and property, plant and equipment, net

Systems, equipment and other assets related to contracts, net and property, plant and equipment, net

The Company has two principle types of fixed assets (collectively, “Fixed Assets”):

· Systems, equipment and other assets relating to contracts (“Contract Assets”) principally composed of:

· Gaming assets

· Lottery assets

· Property, plant and equipment (“Non-Contract Assets”)

Contract Assets are assets that primarily support the Company’s Operating Contracts and Facilities Management Contracts. Non-Contract Assets are assets the Company uses internally primarily in manufacturing, selling, general and administration, research and development and commercial service applications not associated with contracts.

Fixed Assets are stated at cost, net of accumulated depreciation and accumulated impairment loss, if any. Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful lives of the assets.

The Company depreciates Fixed Assets over their estimated useful lives. The estimated useful life and salvage value are assigned to these assets based on historical information and future expectations.

The estimated useful lives for Contract Assets depends on the type of actual cost which is principally composed of three categories:

· Lottery hard costs (for example: terminals, mainframe computers, communications equipment) and;

· Lottery soft costs (for example: software development costs represented by internal personnel costs);

· Commercial gaming machines

Lottery hard costs are depreciated over the base term of the contract plus extension years as defined in the contract, but generally not to exceed 10 years. Lottery soft costs are depreciated over the base term of the contract, but generally not to exceed 10 years. Commercial gaming machines are generally depreciated over three to five years.

The estimated useful lives for property plant and equipment are generally 40 years for buildings and five to 10 years for furniture and equipment.

Fixed Assets are derecognized upon disposal or when no future economic benefits are expected from the assets’ use or disposal. Any gain or loss arising on disposal of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of operations when the asset is derecognized. The residual values, useful lives and methods of depreciation are reviewed, at a minimum, at each financial year end and adjusted prospectively if appropriate. Fixed Assets carrying values are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

Leasehold improvements are depreciated over the lesser of the remaining life of the lease or the estimated useful life of the improvement.

Repair and maintenance costs, including planned maintenance, are expensed as incurred.

Research and Development and Capitalized Software Development Costs

Research and Development and Capitalized Software Development Costs

Research and development (“R&D”) costs incurred prior to technological feasibility are expensed as incurred. R&D costs include salaries and benefits, stock-based compensation, consultants, facilities related costs, material costs, depreciation and travel. Material software development costs incurred subsequent to establishing technological feasibility through the general release of products are capitalized. Technological feasibility is demonstrated by the completion of a detailed program design or working model, if no program design is completed. Software development costs to be used only for services provided to customers are capitalized as internal-use software and amortized over their useful life to costs of revenue. Development costs specific to customer contracts are capitalized and amortized over the products’ estimated economic life as costs of revenue.

Costs incurred in the development of the Company’s 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. Technological feasibility is demonstrated by the completion of a detailed program design or working model, if no program design is completed. Capitalized costs are amortized to cost of product sales over the products’ estimated economic life.

Jackpot Accounting

Jackpot Accounting

The Company incurs jackpot expense and accrues jackpot liabilities with every wager on devices connected to a WAP system. Only WAP games include Company-sponsored jackpots for which the Company incurs jackpot expense. A portion of the fees paid to the Company is used for the funding and administration of Company-sponsored WAP jackpot payments.

Jackpot expense represents the estimated cost to fund jackpots and is recorded to cost of revenues. Changes in estimates for WAP jackpot liabilities and expense are attributable to regular analysis and evaluation of the following factors:

· variations in slot play (frequency of WAP jackpots and patterns of coin-in driving WAP jackpot growth),

· volume (number of WAP units in service and levels of play or coin-in per unit),

· interest rate movements (higher rates cause lower jackpot expense; lower rates cause higher jackpot expense),

· and startup amount (the size of base WAP jackpots at initial setup or after a jackpot is won).

The Company’s WAP jackpots are generally payable in equal annual installments over 20 to 26 years or immediately in the case of instant win systems. 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. Discount rates eligible for use in the lump sum payment calculation vary by jurisdiction and are impacted by market forces and other economic conditions.

Jackpot liabilities are composed of payments due previous winners, as well as amounts due future winners of WAP jackpots not yet won. Liabilities due previous winners for periodic payments are carried at the accreted cost of the qualifying US government or agency annuity investment purchased at the time of the jackpot win. If an annuity is subsequently sold and the periodic liability is instead guaranteed by surety bonds or letters of credit, the liability initially funded by an annuity continues to accrete at the same rate. See Jackpot Annuity Investments section below. If the periodic liability is not initially funded with an annuity investment, it is discounted and accreted using the risk-free rate (i.e. treasury rate) at the time of the jackpot win.

Liabilities due future winners are recorded at the present value of the amount carried on WAP meters for jackpots not yet won. The Company estimates the present value of future winner liabilities using current market rates applicable (prime, treasury, or agency), weighted with historical lump sum payout election ratios. The most recent historical patterns indicate that approximately 90% of winners will elect the lump sum payment option. Additionally, the Company estimates the current portion of future winner liabilities based on historical experience with winner payment elections, in conjunction with the theoretical projected number of jackpots.

Restricted Cash and Investments

The Company is required by gaming regulation to maintain sufficient reserves in restricted accounts to be used for the purpose of funding payments to WAP jackpot winners. In certain cases regulators have allowed for surety bonds or letters of credit in lieu of restricted cash. Restricted amounts are based primarily on the jackpot meters displayed to slot players and vary by jurisdiction. Compliance with restricted cash and investment or assurance requirements for jackpot funding is reported to gaming authorities in various jurisdictions. Additionally, restricted cash is maintained for interactive online player deposits.

Jackpot Annuity Investments

In December 2015, the Company initiated a plan to sell jackpot annuity investments previously held-to-maturity for funding jackpot payments to previous winners, and instead satisfy funding assurance requirements through surety bonds or letters of credit where allowed by regulators. As a result, jackpot annuity investments, composed of discounted qualifying US treasury or agency securities, were reclassified from held-to-maturity to available-for-sale investments and carried at fair value with unrealized gain/loss recorded in other comprehensive income.

WAP Systems Interest

Interest income accretion on jackpot annuity investments is offset by interest expense accretion on previous winner liabilities. When the jackpot liability is funded by annuity investments, WAP interest income and expense accretes at approximately the same rate. When the jackpot liability is instead guaranteed by surety bonds or letters of credit and funded from operating cash flows, there is no WAP interest income accretion. WAP interest expense varies depending on the amount of jackpots won and the number of winners electing periodic payments. In addition to accretion, WAP interest income includes earnings on other cash and short-term investments held for WAP operations.

Advertising

Advertising

Advertising costs are expensed as incurred. Advertising expense was $130.1 million, $126.7 million and $125.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Contingencies

Contingencies

The Company accounts for claims and contingencies in accordance with authoritative guidance that requires that the Company record an estimated loss from a claim or loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability has been incurred at the date of the consolidated financial statements and the amount of the loss can be reasonably estimated. If the Company determines that 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, then in accordance with the authoritative guidance, the Company discloses the amount or range of estimated loss if the amount or range of estimated loss is material. Accounting for claims and contingencies requires the Company to use judgment. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to matters in the ordinary course of business. The Company expenses legal costs as incurred.

Income Taxes

Income Taxes

Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using 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 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.

The Company recognizes 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.

Deferred income taxes have not been provided on the majority of undistributed earnings of international subsidiaries as the majority of such earnings are indefinitely reinvested by the Company.

Earnings Per Share

Earnings Per Share

Basic earnings per share of common stock is computed by dividing net income attributable to IGT PLC by the weighted-average number of common shares outstanding for the period. Diluted earnings per share of common stock is computed on the basis of the weighted-average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and restricted stock awards.

Concentrations of Risk

Concentrations of Risks

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of bank deposits, short and long-term investments, accounts receivable, customer financing receivables and foreign currency exchange contracts. Deposits held with banks in the United States may exceed the amount of FDIC insurance provided on such deposits. Deposits held with banks outside the United States generally do not benefit from FDIC insurance. The majority of the Company’s day-to-day banking operations globally are maintained with major, financially sound counterparties with high-grade credit ratings, and the Company limits its exposure to any one counterparty.

The Company provides credit to customers in the normal course of business. Credit is extended to new customers based on checks of credit references, credit scores and industry reputation. Credit is extended to existing customers based on prior payment history and demonstrated financial stability. The credit risk associated with accounts receivable and customer financing receivables is generally limited due to the large number of customers and their geographic dispersion. The Company establishes an allowance for the estimated uncollectible portion of accounts receivable and customer financing receivables. Product sales are generally dispersed among a large number of customers, minimizing the reliance on any particular customer or group of customers.

The counterparties to the Company’s foreign currency exchange contracts consist of a number of major financial institutions. In addition to limiting the amount of contracts the Company enters into with any one party, the Company monitors the credit quality of the counterparties on an ongoing basis.

The Company purchases or licenses many sophisticated components and products from one or a limited number of qualified suppliers. If any of the Company’s suppliers were to cancel or materially change contracts or commitments with the Company or fail to meet the quality or delivery requirements needed to satisfy customer orders for the Company’s products, the Company could lose customer orders. The Company attempts to minimize this risk by finding alternative suppliers or maintaining adequate inventory levels.

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation represents the cost related to stock-based awards granted to directors and employees. The Company measures stock-based compensation cost at the grant date, based on the estimated fair value of the award and recognizes the cost as expense, net of estimated forfeitures, over the vesting period. The Company’s accounting policy is to follow the tax law ordering approach regarding net operating losses and determining when tax benefits are realized related to excess stock option deductions that are recorded to equity. For awards that contain only a service vesting feature, the Company recognizes compensation cost on a straight-line basis over the awards’ vesting period. For awards with a performance condition, when achievement of the performance condition is deemed probable, the Company recognizes compensation cost on a graded-vesting basis over the awards’ expected vesting period.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board issued a new standard ASU No.2016-02, “Leases” (Topic 842). The new standard is intended to increase transparency and comparability among organizations to recognize lease assets and liabilities on the balance sheet and disclose key information about leasing arrangements. It will be effective for fiscal years beginning after December 15, 2018 including interim periods within those years. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its financial position, results of operations and cash flows.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes: Balance Sheet Classification of Deferred Taxes” which requires that deferred tax assets and liabilities be classified as noncurrent. The Company elected to early adopt this new accounting guidance for the year ended December 31, 2015 and apply it retrospectively to all years presented in the consolidated financial statements. As a result of adopting this guidance, the Company classified current deferred income tax assets and liabilities as non-current deferred income tax assets and liabilities.

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”). The new standard requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined and sets forth new disclosure requirements related to the adjustments. ASU 2015-16 is effective for the Company in the first quarter of fiscal year 2017. The Company does not believe that ASU 2015-16 will have a material impact on the consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). The amendments in the ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company early adopted ASU 2015-03 in 2015.

In April 2015, the FASB issued guidance to customers about whether a cloud computing arrangement includes software and how to account for that software license. The new guidance does not change the accounting for a customer’s accounting for service contracts. The standard is effective beginning January 1, 2017, with early adoption permitted, and may be applied prospectively or retrospectively. The Company does not believe that ASU 2015-05 will have a material impact on its consolidated financial statements.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). The amendments in ASU 2015-02 provide guidance on evaluating whether a company should consolidate certain legal entities. In accordance with the guidance, all legal entities are subject to reevaluation under the revised consolidation model. ASU 2015-02 is effective for the Company in the first quarter of fiscal year 2017 with early adoption permitted. The Company does not believe that ASU 2015-02 will have a material impact on its consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the Company in the first quarter of fiscal year 2017, with early adoption permitted. The Company does not believe that ASU 2014-15 will have a material impact on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers: Topic 606” (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company in the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements.

In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”), to change the criteria for determining which disposals can be presented as discontinued operations and enhanced the related disclosure requirements. ASU 2014-08 is effective for the Company on a prospective basis in the Company’s first quarter of fiscal year 2016 with early adoption permitted for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued. The Company early adopted ASU 2014-08 on January 1, 2014 and has presented $8.6 million of gain related to the sale of its sports and events ticketing business to the international operator TicketOne, CTS Eventim Group as Transaction expense, net in the consolidated statement of operations.

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2015

Acquisitions

Summary of initial allocation of consideration to fair values of assets acquired and liabilities assumed

($ thousands)
Purchase Price Allocation:
Cash consideration	3,616,410
Equity consideration	928,884
Total purchase price	4,545,294
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	374,995
Restricted cash	56,656
Trade and other receivables	237,488
Inventories	95,562
Other current assets	361,003
Systems, equipment and other assets related to contracts	126,524
Property, plant and equipment	336,044
Intangible assets	2,960,000
Other non-current assets	628,620
Deferred income taxes	243,342
Accounts payable	(75,814	)
Other current liabilities	(379,968	)
Long-term debt, less current portion	(1,937,942	)
Deferred income taxes	(1,070,292	)
Other non-current liabilities	(356,756	)
	1,599,462
Goodwill	2,945,832

Schedule of cash outflow associated with the acquisition

($ thousands)
Cash payment for IGT shares outstanding	3,572,968
Cash payment for IGT employee stock awards	43,442
	3,616,410
Less cash acquired	(374,995	)
Net cash outflow	3,241,415

Schedule of fair values of acquired intangible assets with weighted average useful lives

		Weighted
		Average
		Useful Life
($ thousands)	Fair Value	in Years
Customer relationships	1,715,000	14.8
Game library	360,000	2.5
Corporate trademarks	340,000	Indefinite
Computer software	275,000	9.4
Developed technologies	180,000	3.8
Product trademarks	90,000	7.3
	2,960,000

Schedule of unaudited, pro forma financial information

	For the year ended December 31,
($ thousands)	2015		2014
Revenue	5,105,159		5,779,872
Net (loss) income	(61,946	)	67,720

XML

Trade and Other Receivables, net (Tables)

12 Months Ended

Dec. 31, 2015

Trade and Other Receivables, net

Schedule of trade and other receivables, net

	December 31, 2015
	Trade and other			Trade and other
	receivables	Allowance for		receivables
($ thousands)	(Gross)	credit losses		(Net)
Trade receivables	1,013,330	(76,137	)	937,193
Related party receivables (Note 27)	20,727	—		20,727
Sales-type lease receivables	1,672	—		1,672
	1,035,729	(76,137	)	959,592

	December 31, 2014
	Trade and other			Trade and other
	receivables	Allowance for		receivables
($ thousands)	(Gross)	credit losses		(Net)
Trade receivables	932,166	(91,819	)	840,347
Related party receivables (Note 27)	78,435	—		78,435
Sales-type lease receivables	824	—		824
	1,011,425	(91,819	)	919,606

Schedule of activity of allowance for credit losses related to trade and other receivables

	December 31,
($ thousands)	2015		2014
Balance at beginning of year	(91,819	)	(99,657	)
Provisions, net	(18,883	)	(14,655	)
Amounts written off as uncollectible	25,703		14,310
Foreign currency translation	9,263		11,695
Other	(401	)	(3,512	)
Balance at end of year	(76,137	)	(91,819	)

Schedule of receivables sold

	December 31, 2015		December 31, 2014
(in thousands)	Euro	$	Euro	$
Scratch & Win	179,904	195,862	116,023	140,863
Commercial services	60,265	65,611	41,598	50,504
	240,169	261,473	157,621	191,367

XML

Inventories (Tables)

12 Months Ended

Dec. 31, 2015

Inventories

Schedule of inventories

	December 31,
($ thousands)	2015	2014
Raw materials	110,367	30,775
Work in progress	56,841	53,916
Finished goods	102,774	99,902
	269,982	184,593

XML

Other Assets (Tables)

12 Months Ended

Dec. 31, 2015

Other Assets

Schedule of other current assets

	December 31,
($ thousands)	2015	2014
Customer financing receivables, net	137,136	—
Other receivables	102,585	92,211
Prepaid royalties	53,293	—
Prepaid expenses	33,710	20,799
Jackpot investments	26,690	—
Bridge financing costs	—	58,386
Other	70,287	40,390
	423,701	211,786

Schedule of other non-current assets

	December 31,
($ thousands)	2015	2014
Contract assets, net	498,583	623,081
Prepaid royalties	156,479	—
Jackpot investments	124,809	—
Customer financing receivables, net	62,709	—
Other	95,337	91,433
	937,917	714,514

Schedule of customer financing receivables, net and activity in the allowance for credit losses

	December 31, 2015
		Allowance for
($ thousands)	Gross	credit losses		Net
Current	140,681	(3,545	)	137,136
Non-current	63,052	(343	)	62,709
	203,733	(3,888	)	199,845

	December 31,
($ thousands)	2015
Balance at January 1, 2015	—
Provisions, net	(3,706	)
Amounts written off as uncollectible	20
Foreign currency translation	(59	)
Other	(143	)
Balance at December 31, 2015	(3,888	)

XML

Fair Value of Financial Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2015

Fair Value of Financial Assets and Liabilities

Schedule of fair value hierarchy for financial assets and liabilities measured at fair value

	December 31, 2015
($ thousands)	Fair Value	Level 1	Level 2	Level 3	Total
Restricted Investments	43,426	43,426	—	—	43,426
Derivative Assets:
Foreign Currency Forward Contracts	5,002	—	5,002	—	5,002
Interest Rate Swaps	1,963	—	1,963	—	1,963
Jackpot Investments	151,499	151,499	—	—	151,499
Available for Sale Investments	7,250	7,250	—	—	7,250
Derivative Liabilities:
Foreign Currency Forward Contracts	750	—	750	—	750
Interest Rate Swaps	8,958	—	8,958	—	8,958

	December 31, 2014
($ thousands)	Fair Value	Level 1	Level 2	Level 3	Total
Restricted Investments	76,843	76,843	—	—	76,843
Derivative Assets:
Foreign Currency Forward Contracts	1,999	—	1,999	—	1,999
Available for Sale Investments	7,073	7,073	—	—	7,073
Derivative Liabilities:
Foreign Currency Forward Contracts	4,596	—	4,596	—	4,596

Schedule of fair value hierarchy for financial assets and liabilities not measured at fair value

	December 31, 2015
($ thousands)	Carrying  Value	Fair Value	Level 1	Level 2	Level 3	Total	Unrealized  Gain (Loss)
Customer financing receivables, net	199,845	199,845	—	—	199,845	199,845	—
Available for sale investments	13,232	13,232	—	—	13,232	13,232	—
Jackpot liabilities	337,243	329,923	—	—	329,923	329,923	7,320
Debt	8,343,368	8,176,986	6,450,306	1,726,680	—	8,176,986	166,382

	December 31, 2014
($ thousands)	Carrying  Value	Fair Value	Level 1	Level 2	Level 3	Total	Unrealized  Gain (Loss)
Available for sale investments	10,925	10,925	—	—	10,925	10,925	—
Debt	2,959,471	3,136,084	2,226,226	909,858	—	3,136,084	(176,613	)

XML

Derivatives (Tables)

12 Months Ended

Dec. 31, 2015

Derivatives

Schedule of net realized and unrealized gains and losses from foreign currency cash flow hedges

	For the year ended December 31,
($ thousands)	2015		2014	2013
Included in Other Comprehensive Income (OCI)
Unrealized gains (losses), net	(467	)	3,938	(1,465	)
Reclassifications from OCI to the Income Statement
Realized gains (losses), net	244		640	1,011

Schedule of presentation of derivative amounts

	As of December 31,
	2015				2014
($ thousands)	Assets		Liabilities		Assets		Liabilities
Fair Value Hedges:
Interest Rate Swaps
Non-current financial liabilities	—		8,958		—		—
Long-term debt	—		(9,195	)	—		—
Gross Derivatives	—		(237	)	—		—
Non-designated Hedges:
Foreign Currency Contracts, Net
Current financial assets:
Unrealized gain on foreign currency contracts	5,496		—		8,622		—
Unrealized loss on foreign currency contracts	(667	)	—		(8,048	)	—
Current financial liabilities:
Unrealized gain on foreign currency contracts	—		(663	)	—		(8,044	)
Unrealized loss on foreign currency contracts	—		1,413		—		12,640
Designated Hedges:
Foreign Currency Contracts, Net
Current financial assets;
Unrealized gain on foreign currency contracts	173		—		1,425		—
Counter-party Netting:
Swaps Interest Receivable and Payable
Current financial assets:
Due from counter-party	1,963		—		—		—
Net Derivatives	6,965		513		1,999		4,596

	For the year ended December 31,
($ thousands)	2015	2014	2013
Designated Hedges: Foreign Currency Contracts
Realized gains (losses) - Service revenue	244	701	1,011
Realized gains (losses) - Product sales	—	—	(1,498	)
Fair Value Hedges: Interest Rate Swaps
Effectiveness - Contra interest expense	—	4,885	5,395
Ineffectiveness - Contra interest expense	—	421	3
Effectiveness - Other income	1,646	—	—
Ineffectiveness - Other income	232	—	—

XML

Systems, Equipment and Other Assets Related to Contracts, net (Tables)

12 Months Ended

Dec. 31, 2015

Systems, Equipment and Other Assets Related to Contracts, net

Schedule of systems, equipment and other assets related to contracts, net

	December 31,
($ thousands)	2015		2014
Land	590		685
Buildings	110,049		118,203
Terminals and systems	2,574,369		2,545,772
Furniture and equipment	177,425		188,304
Contracts in progress	92,356		76,390
	2,954,789		2,929,354
Accumulated depreciation	(1,827,271	)	(1,842,928	)
	1,127,518		1,086,426

XML

Property, Plant and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment, net

Schedule of property, plant and equipment, net

	December 31,
($ thousands)	2015		2014
Land	18,829		2,468
Buildings	218,903		75,180
Furniture and equipment	230,267		167,702
Construction in progress	12,457		2,311
	480,456		247,661
Accumulated depreciation	(130,779	)	(124,119	)
	349,677		123,542

XML

Goodwill, net (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill, net

Schedule of changes in carrying amount of goodwill, net

	North America
	Gaming and	North America
($ thousands)	Interactive	Lottery		International		Italy		Total
Balance at December 31, 2013	210,700	1,069,863		1,168,191		1,625,132		4,073,886
Acquisitions	—	—		12,028		6,767		18,795
Disposal	—	—		—		(9,412	)	(9,412	)
Foreign currency translation	—	—		(19,795	)	(104,593	)	(124,388	)
Balance at December 31, 2014	210,700	1,069,863		1,160,424		1,517,894		3,958,881
IGT acquisition	2,415,582	147,292		382,958		—		2,945,832
Other acquisitions	—	—		—		9,798		9,798
Foreign currency translation	—	—		(8,299	)	(75,713	)	(84,012	)
Balance at December 31, 2015	2,626,282	1,217,155		1,535,083		1,451,979		6,830,499
Balance at December 31, 2014
Cost	210,700	1,073,956		1,292,940		1,519,715		4,097,311
Accumulated impairment loss	—	(4,093	)	(132,516	)	(1,821	)	(138,430	)
	210,700	1,069,863		1,160,424		1,517,894		3,958,881
Balance at December 31, 2015
Cost	2,626,282	1,221,248		1,656,888		1,453,612		6,958,030
Accumulated impairment loss	—	(4,093	)	(121,805	)	(1,633	)	(127,531	)
	2,626,282	1,217,155		1,535,083		1,451,979		6,830,499

Schedule of goodwill annual impairment testing by reporting units, including key assumptions

The results of step one of the Company’s impairment testing by reporting unit is as follows ($ thousands):

	Estimated	Carrying
	Fair Value	Amount	Excess	%
North America Gaming and Interactive	5,590,000	5,116,000	474,000	9%
North America Lottery	2,820,000	2,189,400	630,600	29%
International	2,920,000	2,585,600	334,400	13%
Italy	2,695,000	2,109,648	585,352	28%

	Normalized
	Growth	Discount
	Rate	Rate
North America Gaming and Interactive	3.00%	8.25%
North America Lottery	2.25%	6.60%
International	3.00%	9.50%
Italy	0.50%	9.40%

XML

Intangible Assets, net (Tables)

12 Months Ended

Dec. 31, 2015

Intangible Assets, net

Schedule of intangible assets, subject to amortization

Intangible assets as of December 31, 2015 and 2014 consist of:

	December 31, 2015
($ thousands)	Gross Carrying Amount	Accumulated Amortization	Net Book Value	Average Life (years)
Subject to amortization
Customer relationships	2,587,202	653,802	1,933,400	14.8
Computer software and game library	946,983	365,305	581,678	5.8
Developed technologies	213,840	67,746	146,094	5.1
Concessions and licenses	251,692	126,732	124,960	10.4
Trademarks	102,179	14,971	87,208	6.6
Sports and horse racing betting rights	119,400	107,506	11,894	6.5
Networks	15,051	10,504	4,547	3.0
Other	8,559	3,020	5,539	16.2
	4,244,906	1,349,586	2,895,320
Not subject to amortization
Trademarks	440,313	—	440,313
Total intangible assets, excluding goodwill	4,685,219	1,349,586	3,335,633

	December 31, 2014
($ thousands)	Gross Carrying Amount	Accumulated Amortization	Net Book Value	Average Life (years)
Subject to amortization
Customer relationships	875,411	506,675	368,736	14.8
Concessions and licenses	269,210	112,164	157,046	10.6
Computer software and game library	313,173	223,395	89,778	6.2
Sports and horse racing betting rights	132,901	103,481	29,420	6.5
Developed technologies	34,009	22,887	11,122	12.0
Networks	14,462	9,899	4,563	3.0
Trademarks	7,316	4,790	2,526	4.0
Other	8,558	2,489	6,069	16.2
	1,655,040	985,780	669,260
Not subject to amortization
Trademarks	117,061	—	117,061
Total intangible assets, excluding goodwill	1,772,101	985,780	786,321

Schedule of intangible assets, not subject to amortization

	December 31, 2015
($ thousands)	Gross Carrying Amount	Accumulated Amortization	Net Book Value	Average Life (years)
Subject to amortization
Customer relationships	2,587,202	653,802	1,933,400	14.8
Computer software and game library	946,983	365,305	581,678	5.8
Developed technologies	213,840	67,746	146,094	5.1
Concessions and licenses	251,692	126,732	124,960	10.4
Trademarks	102,179	14,971	87,208	6.6
Sports and horse racing betting rights	119,400	107,506	11,894	6.5
Networks	15,051	10,504	4,547	3.0
Other	8,559	3,020	5,539	16.2
	4,244,906	1,349,586	2,895,320
Not subject to amortization
Trademarks	440,313	—	440,313
Total intangible assets, excluding goodwill	4,685,219	1,349,586	3,335,633

	December 31, 2014
($ thousands)	Gross Carrying Amount	Accumulated Amortization	Net Book Value	Average Life (years)
Subject to amortization
Customer relationships	875,411	506,675	368,736	14.8
Concessions and licenses	269,210	112,164	157,046	10.6
Computer software and game library	313,173	223,395	89,778	6.2
Sports and horse racing betting rights	132,901	103,481	29,420	6.5
Developed technologies	34,009	22,887	11,122	12.0
Networks	14,462	9,899	4,563	3.0
Trademarks	7,316	4,790	2,526	4.0
Other	8,558	2,489	6,069	16.2
	1,655,040	985,780	669,260
Not subject to amortization
Trademarks	117,061	—	117,061
Total intangible assets, excluding goodwill	1,772,101	985,780	786,321

Schedule of expected amortization expense on intangible assets

Amortization expense on intangible assets for the next five years is expected to be as follows ($ thousands):

Year	Amount
2016	514,495
2017	394,083
2018	265,384
2019	253,363
2020	226,022
Total	1,653,347

XML

Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2015

Other Liabilities

Schedule of other current liabilities

	December 31,
($ thousands)	2015	2014
Accrued interest payable	171,486	105,749
Accrued expenses	168,160	117,678
Employee compensation	155,753	100,158
Taxes other than income taxes	112,690	83,688
Jackpot liabilities	110,979	—
Deferred revenue	57,089	62,556
Current financial liabilities	48,584	81,973
Advance payments from customers	33,976	17,505
Other current liabilities	26,955	27,858
Short term provisions	19,544	1,203
Advance billings	17,370	17,654
Bridge and consent fees payable	—	88,994
Dividends payable	—	157,341
	922,586	862,357

Schedule of other non-current liabilities

	December 31,
($ thousands)	2015	2014
Jackpot liabilities	226,264	—
Finance leases	71,548	79,695
Royalties payable	38,311	—
Deferred revenue	38,308	50,391
Reserve for uncertain tax positions	29,970	7,906
Italian staff severance fund	11,385	12,224
Long-term provisions	10,888	15,829
Contingent liabilities	6,945	8,438
Other	28,874	25,934
	462,493	200,417

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2015

Debt

Schedule of debt

	December 31,
($ thousands)	2015	2014
6.250% Senior Secured Notes due 2022	1,468,875	—
6.500% Senior Secured Notes due 2025	1,084,249	—
4.750% Senior Secured Notes due 2023	912,418	—
4.125% Senior Secured Notes due 2020	752,212	—
5.625% Senior Secured Notes due 2020	592,245	—
Senior Secured Notes	4,809,999	—
6.625% Senior Secured Notes due 2018	533,915	590,557
4.750% Senior Secured Notes due 2020	520,649	575,270
Legacy GTECH Notes	1,054,564	1,165,827
7.500% Senior Secured Notes due 2019	530,009	—
5.500% Senior Secured Notes due 2020	126,833	—
5.350% Senior Secured Notes due 2023	61,303	—
Legacy IGT Notes	718,145	—
Term Loan Facilities due 2019	866,785	—
Revolving Credit Facilities	834,968	876,505
Capital Securities due 2066	49,472	54,975
Other	80	1,764
Long-term debt, less current portion	8,334,013	2,099,071
Current portion of long-term debt	160	849,600
Short-term borrowings	—	10,800
Total Debt	8,334,173	2,959,471

Reconciliation of principal balances of debt obligations to the balance sheet

	December 31, 2015
		Debt issuance		Premium
($ thousands)	Principal	cost, net		(Discount)	Swap		Total
6.250% Senior Secured Notes due 2022	1,500,000	(20,610	)	—	(10,515	)	1,468,875
6.500% Senior Secured Notes due 2025	1,100,000	(15,751	)	—	—		1,084,249
4.750% Senior Secured Notes due 2023	925,395	(12,977	)	—	—		912,418
4.125% Senior Secured Notes due 2020	762,090	(9,878	)	—	—		752,212
5.625% Senior Secured Notes due 2020	600,000	(7,755	)	—	—		592,245
Senior Secured Notes	4,887,485	(66,971	)	—	(10,515	)	4,809,999
6.625% Senior Secured Notes due 2018	544,350	(10,435	)	—	—		533,915
4.750% Senior Secured Notes due 2020	544,350	(23,701	)	—	—		520,649
Legacy GTECH Notes	1,088,700	(34,136	)	—	—		1,054,564
7.500% Senior Secured Notes due 2019	500,000	—		28,345	1,664		530,009
5.500% Senior Secured Notes due 2020	124,143	—		3,034	(344	)	126,833
5.350% Senior Secured Notes due 2023	60,567	—		736	—		61,303
Legacy IGT Notes	684,710	—		32,115	1,320		718,145
Term Loan Facilities due 2019	870,960	(4,175	)	—	—		866,785
Revolving Credit Facilities due 2019	855,480	(20,512	)	—	—		834,968
Capital Securities due 2066	49,530	(58	)	—	—		49,472
Other	240	—		—	—		240
Total Debt	8,437,105	(125,852	)	32,115	(9,195	)	8,334,173

	December 31, 2014
		Debt		Premium
($ thousands)	Principal	issuance cost		(Discount)	Swap	Total
6.625% Senior Secured Notes due 2018	607,050	(16,493	)	—	—	590,557
4.750% Senior Secured Notes due 2020	607,050	(31,780	)	—	—	575,270
Legacy GTECH Notes	1,214,100	(48,273	)	—	—	1,165,827
Revolving Credit Facilities due 2015	897,115	(22,490	)	—	—	874,625
Capital Securities due 2066	910,575	(4,299	)	—	—	906,276
Short-term borrowings	10,800	—		—	—	10,800
Other	1,943	—		—	—	1,943
Total Debt	3,034,533	(75,062	)	—	—	2,959,471

Summary of unused available liquidity

	December 31,
($ thousands)	2015	2014
Revolving Credit Facilities	2,087,655	1,534,870
Term Loan Facilities	—	—
Total Liquidity	2,087,655	1,534,870

Summary of payments due under significant contractual commitments

	Payments by calendar year
($ thousands)						2021 and
Description	2016	2017	2018	2019	2020	thereafter	Total
6.250% Senior Secured Notes due 2022	—	—	—	—	—	1,500,000	1,500,000
6.500% Senior Secured Notes due 2025	—	—	—	—	—	1,100,000	1,100,000
4.750% Senior Secured Notes due 2023	—	—	—	—	—	925,395	925,395
4.125% Senior Secured Notes due 2020	—	—	—	—	762,090	—	762,090
5.625% Senior Secured Notes due 2020	—	—	—	—	600,000	—	600,000
Senior Secured Notes	—	—	—	—	1,362,090	3,525,395	4,887,485
6.625% Senior Secured Notes due 2018	—	—	544,350	—	—	—	544,350
4.750% Senior Secured Notes due 2020	—	—	—	—	544,350	—	544,350
Legacy GTECH Notes	—	—	544,350	—	544,350	—	1,088,700
7.500% Senior Secured Notes due 2019	—	—	—	500,000	—	—	500,000
5.500% Senior Secured Notes due 2020	—	—	—	—	124,143	—	124,143
5.350% Senior Secured Notes due 2023	—	—	—	—	—	60,567	60,567
Legacy IGT Notes	—	—	—	500,000	124,143	60,567	684,710
Term Loan Facilities due 2019	—	—	—	870,960	—	—	870,960
Revolving Credit Facilities due 2019	—	—	—	855,480	—	—	855,480
Capital Securities due 2066 (1)	—	—	—	—	—	49,530	49,530
Other	160	80	—	—	—	—	240
Total Debt (2)	160	80	544,350	2,226,440	2,030,583	3,635,492	8,437,105

(1) The Company redeemed the Capital Securities at par on March 31, 2016.

(2) Amounts presented relate to the principal amount of long-term debt and exclude the related interest expense that will be paid when due, fair value adjustments, discounts, premiums and loan origination fees. See the table above for a reconciliation of the amounts presented to the amounts on the consolidated balance sheet.

Schedule of senior secured notes

The original principal amounts of and the proceeds received by IGT PLC from the issuance of the Senior Secured Notes were as follows (in thousands):

Senior Secured Notes	Original Principal Amount		Proceeds (in U.S. Dollars)	Effective Interest Rate
6.250% Senior Secured Notes due 2022	$	1,500,000	1,500,000	6.52%
6.500% Senior Secured Notes due 2025	$	1,100,000	1,100,000	6.71%
4.750% Senior Secured Notes due 2023	€	850,000	919,190	4.98%
4.125% Senior Secured Notes due 2020	€	700,000	756,980	4.47%
5.625% Senior Secured Notes due 2020	$	600,000	600,000	5.98%
Total proceeds			4,876,170

Schedule of revolving credit facilities

Maximum
Borrowing
Available		Facility	Borrower
$	1,800,000	Revolving Credit Facility A	IGT PLC, IGT and IGT Global Solutions Corporation
€	1,050,000	Revolving Credit Facility B	IGT PLC and Lottomatica Holding S.r.l.

Summary of letters of credit outstanding and weighted average annual cost of letters of credit

	Letters of Credit Outstanding
	Not under the	Under the
	Revolving Credit	Revolving Credit		Weighted Average
($ thousands)	Facilities	Facilities	Total	Annual Cost
December 31, 2015	711,365	—	711,365	0.97%
December 31, 2014	796,397	—	796,397	0.94%

Components of interest expense

	For the year ended December 31,
($ thousands)	2015		2014		2013
Senior Secured Notes	(248,407	)	—		—
Revolving Credit Facilities	(47,789	)	(14,954	)	(15,121	)
6.625% Senior Secured Notes due 2018	(40,481	)	(36,961	)	(36,861	)
4.750% Senior Secured Notes due 2020	(29,941	)	(24,842	)	(24,633	)
Bridge Facility	(23,717	)	(47,577	)	—
7.500% Senior Secured Notes due 2019	(18,651	)	—		—
Term Loan Facilities due 2019	(15,537	)	—		—
Capital Securities due 2066	(8,550	)	(85,250	)	(85,881	)
5.350% Senior Secured Notes due 2023	(4,753	)	—		—
5.500% Senior Secured Notes due 2020	(3,359	)	—		—
5.375% Senior Secured Notes due 2016	—		(45,864	)	(49,770	)
Other	(16,799	)	(6,772	)	(4,862	)
	(457,984	)	(262,220	)	(217,128	)

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Taxes

Components of income (loss) before income tax expense, by tax jurisdiction

	For the year ended December 31,
($ thousands)	2015		2014		2013
Italy	419,116		417,212		451,716
United States	(379,425	)	(60,932	)	(102,433	)
United Kingdom	(150,475	)	(106,536	)	(29,132	)
All Other	93,753		90,473		139,286
	(17,031	)	340,217		459,437

Components of income tax expense

	For the year ended December 31,
($ thousands)	2015		2014		2013
Current:
Italy	168,915		206,212		177,843
United States	(24,434	)	4,750		5,295
United Kingdom	(5,097	)	528		405
All Other	48,753		36,218		51,764
	188,137		247,708		235,307
Deferred:
Italy	1,660		8,122		24,885
United States	(121,032	)	1,692		(24,178	)
United Kingdom	(16,242	)	(8,948	)	(47	)
All Other	(13,627	)	(8,161	)	(10,012	)
	(149,241	)	(7,295	)	(9,352	)
	38,896		240,413		225,955

Reconciliation of the provision for income taxes, with the amount computed by applying United Kingdom statutory main corporation tax rates

	For the year ended December 31,
($ thousands)	2015		2014		2013
(Loss) income before provision for income taxes	(17,031	)	340,217		459,437
United Kingdom statutory tax rate	20.25	%	21.50	%	23.25	%
Theoretical tax expense (benefit)	(3,449	)	73,147		106,819
Foreign tax differential	(53,153	)	15,768		6,597
Foreign losses with no tax benefit	7,495		12,255		12,218
Italian tax litigation settlement	—		19,934		38,366
IRAP and other local taxes	29,697		49,806		46,513
Italian reorganization tax	13,405		35,989		—
Nondeductible expenses	30,244		9,052		1,647
Foreign tax expense, net of federal benefit	9,003		10,765		10,222
Change in unrecognized tax benefits	(15,593	)	427		342
Tax cost of dividend	12,888		3,903		3,618
Research and development tax credit	(4,393	)	(507	)	(283	)
Noncontrolling interest	8,565		5,015		1,260
Other	4,187		4,859		(1,364	)
	38,896		240,413		225,955
Effective tax rate	-228.4	%	70.7	%	49.2	%

Components of deferred tax assets and liabilities, and net deferred income taxes recorded in the consolidated balance sheet

The components of deferred tax assets and liabilities are as follows:

	December 31,
($ thousands)	2015		2014
Deferred tax assets:
Net operating losses	292,439		162,269
Provisions not currently deductible for tax purposes	164,164		97,003
Depreciation and amortization	148,801		112,963
Jackpot timing differences	92,807		—
Credit carryforwards	40,578		29,047
Cash collected in excess of revenue recognized	10,184		10,102
Share-based compensation	7,690		6,841
Inventory reserves	6,820		5,025
Other	15,062		23,898
Gross deferred tax assets	778,545		447,148
Valuation allowance	(139,663	)	(77,631	)
Net deferred tax assets	638,882		369,517
Deferred tax liabilities:
Acquired intangible assets	1,294,816		324,623
Depreciation and amortization	178,925		179,674
Foreign exchange on intra-group loan	17,110		17,199
Contract penalties	—		24,435
Other	41,375		9,210
Total deferred tax liabilities	1,532,226		555,141
Net deferred income tax liability	(893,344	)	(185,624	)

The company’s net deferred income taxes are recorded in the consolidated balance sheet as follows:

	December 31,
($ thousands)	2015		2014
Deferred income taxes - noncurrent asset	48,074		12,982
Deferred income taxes - noncurrent liability	(941,418	)	(198,606	)
	(893,344	)	(185,624	)

Reconciliation of the beginning and ending amount of unrecognized tax benefits

	For the year ended December 31,
($ thousands)	2015		2014		2013
Balance at beginning of year	6,296		7,536		7,796
Current year acquistion	49,934		—		—
Additions to tax positions - current year	9,462		98		180
Reductions to tax positions - prior years	(7,733	)	(1,338	)	(440	)
Settlements	(5,313	)	—		—
Lapses in statutes of limitations	(15,276	)	—		—
Balance at end of year	37,370		6,296		7,536

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies

Schedule of minimum amounts due for non-cancelable leases

The minimum amounts due for non-cancelable leases at December 31, 2015 are as follows ($ thousands):

Year	Operating	Capital		Total
2016	71,684	13,874		86,558
2017	44,645	13,772		58,417
2018	37,247	6,992		44,239
2019	30,135	6,664		36,799
2020	23,276	5,862		29,138
Thereafter	77,426	14,526		91,952
Total minimum payments	284,413	61,690		346,103
Less amount represent interest		(16,618	)
Capitalized lease obligation		45,072

Schedule of jackpot liabilities recorded as current and non-current liabilities

	December 31,
($ thousands)	2015
Current liabilities	110,979
Non-current liabilities	226,264
	337,243

Schedule of future jackpot payments

Future jackpot payments are due as follows ($ thousands):

	Previous	Future
Year	Winners	Winners	Total
2016	50,370	60,503	110,873
2017	39,564	9,745	49,309
2018	34,440	585	35,025
2019	30,703	585	31,288
2020	27,130	585	27,715
Thereafter	135,387	8,770	144,157
Future jackpot payments due	317,594	80,773	398,367
Unamortized discounts			(61,124	)
Total jackpot liabilities			337,243

Schedule of potential commitments for bonds outstanding

($ thousands)	Total bonds
Performance bonds	474,724
Litigation bonds	37,084
All other bonds	19,254
	531,062

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Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2015

Shareholders' Equity

Schedule of shares of common stock outstanding

	December 31,
	2015		2014		2013
Balance at beginning of year	172,792,526		173,992,168		172,454,507
Shares issued upon acquisition of IGT	45,322,614		—		—
GTECH rescission shares	(19,734,245	)	—		—
Shares issued upon exercise of stock options	744,374		304,619		1,198,191
Shares issued under restricted stock award plans	1,118,970		679,242		339,470
Treasury stock purchases	—		(2,183,503	)	—
Balance at end of year	200,244,239		172,792,526		173,992,168

Schedule of treasury stock purchases

	Maximum
	Shares		Purchase
	Authorized	Shares	Price
	for Purchase	Acquired	($ thousands)
June Program	1,782,426	1,782,426	43,380
October Program	16,676,505	401,077	9,780
	18,458,931	2,183,503	53,160

Schedule of declared cash dividends

	$	€
2015:
Third Quarter	0.20	—
Fourth Quarter	0.20	—
Total cash dividends declared	0.40	—
2014:
Second Quarter	1.04	0.75
Fourth Quarter	0.93	0.75
Total cash dividends declared	1.97	1.50
2013:
Second Quarter	0.95	0.73
Total cash dividends declared	0.95	0.73

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Non-Controlling Interests (Tables)

12 Months Ended

Dec. 31, 2015

Non-Controlling Interests

Schedule of material non-controlling interests

Name of subsidiary	% Ownership
Lotterie Nazionali S.r.l.	64.00%
Northstar New Jersey Lottery Group, LLC	82.31%

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2015

Segment Information

Schedule of segment information

Segment information is as follows ($ thousands):

	North
	America		North
	Gaming and		America						Segment		Corporate		Purchase
2015	Interactive		Lottery		International		Italy		Total		Support		Accounting		Total
Service revenue	780,189		992,684		512,004		1,702,174		3,987,051		—		(9,358	)	3,977,693
Product sales	321,618		52,986		341,070		1,872		717,546				(6,183	)	711,363
Total revenue	1,101,807		1,045,670		853,074		1,704,046		4,704,597		—		(15,541	)	4,689,056
Operating income (loss)	294,256		182,615		164,949		554,937		1,196,757		(292,371	)	(364,430	)	539,956
Depreciation	70,428		154,429		43,352		80,145		348,354		12,847		8,363		369,564
Amortization	8,490		264		1,435		66,120		76,309		266		333,689		410,264
Expenditures for long-lived assets	(82,834	)	(107,854	)	(93,666	)	(22,422	)	(306,776	)	(11,618	)	—		(318,394	)
Long-lived assets (at year end)	403,482		616,760		236,043		220,910		1,477,195		—		—		1,477,195
Total assets (at year end)	6,077,680		2,476,112		2,950,807		2,855,797		14,360,396		754,296		—		15,114,692

	North
	America		North
	Gaming and		America						Segment		Corporate		Purchase
2014	Interactive		Lottery		International		Italy		Total		Support		Accounting		Total
Service revenue	45,575		865,023		473,653		2,104,996		3,489,247		—		722		3,489,969
Product sales	86,926		75,074		156,976		3,366		322,342		—		—		322,342
Total revenue	132,501		940,097		630,629		2,108,362		3,811,589		—		722		3,812,311
Operating income (loss)	1,054		74,293		156,295		711,881		943,523		(150,268	)	(78,204	)	715,051
Depreciation	24,915		151,421		38,631		97,778		312,745		4,306		6,678		323,729
Amortization	802		263		396		74,844		76,305		269		72,249		148,823
Expenditures for long-lived assets	(25,454	)	(111,325	)	(43,716	)	(78,858	)	(259,353	)	(3,489	)	—		(262,842	)
Long-lived assets (at year end)	84,424		646,631		184,553		294,360		1,209,968		—		—		1,209,968
Total assets (at year end)	374,806		2,343,289		1,868,190		3,367,591		7,953,876		481,421		—		8,435,297

	North
	America		North
	Gaming and		America						Segment		Corporate		Purchase
2013	Interactive		Lottery		International		Italy		Total		Support		Accounting		Total
Service revenue	37,425		826,936		481,176		2,114,257		3,459,794		—		722		3,460,516
Product sales	154,717		55,606		155,021		3,774		369,118		—		—		369,118
Total revenue	192,142		882,542		636,197		2,118,031		3,828,912		—		722		3,829,634
Operating income (loss)	(11,154	)	82,727		140,844		647,812		860,229		(98,138	)	(78,115	)	683,976
Depreciation	21,167		154,616		41,103		100,529		317,415		4,243		9,873		331,531
Amortization	275		66		—		68,089		68,430		269		65,450		134,149
Expenditures for long-lived assets	(18,920	)	(97,978	)	(44,290	)	(95,788	)	(256,976	)	(1,485	)	—		(258,461	)

Schedule of revenue from external customers based on geographical location

	December 31,
($ thousands)	2015	2014	2013
United States	2,030,251	1,024,917	916,307
Italy	1,712,583	2,119,303	2,138,524
United Kingdom	93,839	93,366	88,196
All other	852,383	574,725	686,607
Total	4,689,056	3,812,311	3,829,634

Schedule of long-lived assets based on geographical location

	December 31,
($ thousands)	2015	2014
United States	976,439	726,126
Italy	202,971	276,572
United Kingdom	46,658	40,187
All other	251,127	167,083
Total	1,477,195	1,209,968

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Depreciation Expense (Tables)

12 Months Ended

Dec. 31, 2015

Depreciation Expense

Schedule of depreciation expense

	For the year ended December 31,
($ thousands)	2015	2014	2013
Systems, equipment and other assets related to contracts, net	329,218	305,881	313,911
Property, plant and equipment, net	40,346	17,848	17,620
	369,564	323,729	331,531

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Transaction Expense, net (Tables)

12 Months Ended

Dec. 31, 2015

Transaction Expense, net

Schedule of transaction expense, net

	For the year ended December 31,
($ thousands)	2015	2014		2013
IGT acquisition costs	49,396	43,972		—
Gain on sale of ticketing business	—	(8,636	)	—
	49,396	35,336		—

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Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2015

Accumulated Other Comprehensive Income

Schedule of changes in accumulated other comprehensive income (loss)

			Unrealized Gain (Loss) on:										Less: OCI		Total
	Foreign		Cash		Hedge of		Available		Defined		Share of		attributable to		AOCI
	Currency		Flow		Net		for Sale		Benefit		OCI of		non-controlling		attributable to
	Translation		Hedges		Investment		Securities		Plans		Associate		interest		IGT PLC
Balance as of December 31, 2012	158,791		697		(5,892	)	220		(1,628	)	—		1,361		153,549
OCI before reclassifications	(52,331	)	(1,780	)	494		3,913		(1,725	)	—		229		(51,200	)
Amounts reclassified from AOCI	—		(1,011	)	—		—		—		—		—		(1,011	)
Tax effect	6,902		764		(161	)	(1,144	)	582		—		—		6,943
OCI	(45,429	)	(2,027	)	333		2,769		(1,143	)	—		229		(45,268	)
Balance as of December 31, 2013	113,362		(1,330	)	(5,559	)	2,989		(2,771	)	—		1,590		108,281
OCI before reclassifications	62,514		4,059		1,861		2,845		(2,055	)	(748	)	(905	)	67,571
Amounts reclassified from AOCI	—		(640	)	—		—		—		—		—		(640	)
Tax effect	(17,745	)	(1,118	)	(801	)	(815	)	470		—		—		(20,009	)
OCI	44,769		2,301		1,060		2,030		(1,585	)	(748	)	(905	)	46,922
Balance as of December 31, 2014	158,131		971		(4,499	)	5,019		(4,356	)	(748	)	685		155,203
OCI before reclassifications	60,079		(594	)	—		(3,046	)	395		—		304		57,138
Amounts reclassified from AOCI	—		(244	)	—		—		—		—		—		(244	)
Tax effect	(14,024	)	254		(64	)	(3,259	)	(166	)	—		—		(17,259	)
OCI	46,055		(584	)	(64	)	(6,305	)	229		—		304		39,635
Balance as of December 31, 2015	204,186		387		(4,563	)	(1,286	)	(4,127	)	(748	)	989		194,838

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2015

Stock-Based Compensation

Summary of stock option activity and related information

			Weighted Average
			Exercise	Remaining
			Price	Contractual	Aggregate
	Stock		Per	Term	Intrinsic Value
	Options		Share	(in years)	($ thousands)
Outstanding at January 1, 2015	7,012,341		18.11
Granted	250,000		15.53
Forfeited	(911,028	)	19.18
Exercised	(744,374	)	14.49
Expired	(13,836	)	15.29
Outstanding at December 31, 2015	5,593,103		18.31	3.10
At December 31, 2015:
Vested and expected to vest	4,832,561		17.89	2.99	(8,241	)
Exercisable	2,252,804		15.04	1.70	2,576

Schedule of key inputs and assumptions in stock option valuation models

	2015	2014	2013
Valuation model	Monte Carlo	Binomial	Binomial
Exercise price ($)	15.53	25.03	26.59
Expected option term (in years)	2.38	4.49	4.54
Expected volatility of the Company’s stock (%)	35.00	27.72	28.09
Risk-free interest rate (%)	1.06	0.25	0.58
Dividend yield (%)	5.15	3.63	4.27

Summary of stock award activity and related information

			Weighted			Weighted
			Average			Average
			Grant Date			Grant Date
	PSUs		Fair Value	RSUs		Fair Value
Nonvested at January 1, 2015	2,265,375		22.39	—		—
Granted	2,204,963		7.58	1,538,583		19.52
Vested	(768,037	)	17.90	(530,880	)	19.57
Forfeited	(402,907	)	22.73	(107,661	)	19.57
Nonvested at December 31, 2015	3,299,394		13.50	900,042		19.49
At December 31, 2015:
Unrecognized cost for nonvested awards ($ thousands)	20,053			3,917
Weighted average future recognition period (in years)	1.58			0.40

Schedule of fair value of stock awards granted including weighted average grant date fair value

	2015	2014	2013
PSUs granted during the year	2,204,963	426,625	618,005
Weighted average grant date fair value	7.58	23.31	28.52
RSUs granted during the year	1,538,583	—	—
Weighted average grant date fair value	19.52	—	—

Schedule of stock-based compensation expense

	For the year ended December 31,
($ thousands)	2015	2014	2013
Cost of services	602	970	762
Cost of sales	675	60	48
Selling, general and administrative	15,700	12,127	9,993
Research and development	4,223	666	498
	21,200	13,823	11,301
Transaction expense, net	14,867	—	—
Share-based compensation expense before income taxes	36,067	13,823	11,301
Income tax benefit	15,349	4,711	4,122
Total share-based compensation, net of tax	20,718	9,112	7,179

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Other Expense (Tables)

12 Months Ended

Dec. 31, 2015

Other Expense

Components of other expense

	For the year ended December 31,
($ thousands)	2015		2014		2013
Tender premium	(73,376	)	—		—
Unamortized debt issuance cost	(4,295	)	—		—
Fees	(2,040	)	—		—
Capital Securities	(79,711	)	—		—
Unamortized debt issuance cost	(34,526	)	(17,023	)	—
Fees	(3,640	)	—		—
Bridge Facility	(38,166	)	(17,023	)	—
Tender premium	—		(88,628	)	—
Unamortized debt issuance cost	—		(3,182	)	—
Swap gain	—		10,103		—
Notes due 2016	—		(81,707	)	—
Unamortized debt issuance cost - Term loan facility and Revolver B	—		(3,542	)	—
Debt modification - Notes due 2018 and 2020	—		(3,931	)	—
Total debt related	(117,877	)	(106,203	)	—
Other	(11,564	)	(12,926	)	(14,972	)
	(129,441	)	(119,129	)	(14,972	)

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2015

Earnings Per Share

Computation of basic and diluted earnings per share of common stock

	For the year ended December 31,
($ thousands, except per share amounts)	2015		2014	2013
Numerator:
Net (loss) income attributable to IGT PLC	(75,574	)	86,162	201,605
Denominator:
Weighted average shares, basic	192,398		173,792	173,315
Incremental shares under stock based compensation plans	—		698	329
Weighted average shares, diluted	192,398		174,490	173,644
Basic earnings (loss) per share attributable to IGT PLC	(0.39	)	0.50	1.16
Diluted earnings (loss) per share attributable to IGT PLC	(0.39	)	0.49	1.16

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Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2015

Related Party Transactions

Schedule of amounts receivable from and payable to related parties

	December 31,
($ thousands)	2015	2014
Tax related receivables	1,286	47,405
Trade receivables	8	91
De Agostini Group	1,294	47,496
Trade receivables	17,347	30,650
Autogrill S.p.A.	17,347	30,650
Trade receivables	2,086	205
OPAP S.A.	2,086	205
Trade receivables	—	84
Ringmaster S.r.l.	—	84
Total related party receivables	20,727	78,435
Tax related payables	35,627	148,609
Trade payables	3,354	3,260
De Agostini Group	38,981	151,869
Trade payables	846	989
Autogrill S.p.A.	846	989
Trade payables	524	1,509
Ringmaster S.r.l.	524	1,509
Total related party payables	40,351	154,367

Schedule of transactions with related parties

	For the year ended December 31,
($ thousands)	2015	2014	2013
Service revenue and product sales
Autogrill S.p.A.	6,060	7,834	7,474
OPAP S.A.	4,036	3,153	—
Ringmaster S.r.l.	239	535	329
De Agostini Group	21	380	94
	10,356	11,902	7,897
Operating costs
Ringmaster S.r.l.	12,651	14,808	9,064
Assicurazioni Generali S.p.A.	3,003	3,641	3,390
De Agostini Group	569	1,266	7,324
	16,223	19,715	19,778

XML

Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2015

Supplemental Cash Flow Information

Summary of non-cash investing and financing activities

	For the year ended December 31,
($ thousands)	2015		2014		2013
Equity consideration related to IGT acquisition	(928,884	)	—		—
Capital expenditures	(32,879	)	(17,512	)	(47,663	)
Non-cash investing activities, net	(961,763	)	(17,512	)	(47,663	)
Dividends declared	—		(156,922	)	—
Note consent fees	—		(34,756	)	—
Capital increase - non-controlling interest	—		14,731		4,143
Non-cash financing activities, net	—		(176,947	)	4,143

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Summary of Significant Accounting Policies - Impairment (Details) $ in Millions		12 Months Ended
	Nov. 01, 2015 segment	Dec. 31, 2015 USD ($) segment	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Goodwill, Intangible Assets and Long-Lived Assets
Number of reporting units | segment	4	4
Impairment charges related to long-lived assets | $		$ 12.5	$ 2.6	$ 13.6

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Summary of Significant Accounting Policies - Derivatives (Details) - Foreign currency forward and option contracts - Maximum	12 Months Ended
	Dec. 31, 2015
Derivative Instruments
Maturity period of derivative contracts	12 months
Non-designated Hedges
Derivative Instruments
Maturity period of derivative contracts	1 year

XML

Summary of Significant Accounting Policies - Revenue Recognition (Details)	12 Months Ended
	Dec. 31, 2015 category
Revenue Recognition
Number of categories of revenue	2

XML

Summary of Significant Accounting Policies - Receivables (Details)	12 Months Ended
	Dec. 31, 2015 class
Allowances for Trade Receivables and Customer Financing
Number of classes within customer financing portfolio	2
Contracts | Minimum
Allowances for Trade Receivables and Customer Financing
Term of receivables	1 year
Contracts | Maximum
Allowances for Trade Receivables and Customer Financing
Term of receivables	5 years
Notes | Minimum
Allowances for Trade Receivables and Customer Financing
Term of receivables	1 year
Notes | Maximum
Allowances for Trade Receivables and Customer Financing
Term of receivables	7 years

XML

Summary of Significant Accounting Policies - Fixed Assets (Details)	12 Months Ended
	Dec. 31, 2015 category
Fixed assets
Number of principle types of fixed assets	2
Systems, equipment and other assets relating to contracts ("Contract Assets")
Fixed assets
Number of type of cost categories	3
Lottery hard costs | Maximum
Fixed assets
Estimated useful lives	P10Y
Lottery soft costs | Maximum
Fixed assets
Estimated useful lives	P10Y
Commercial gaming machines | Minimum
Fixed assets
Estimated useful lives	P3Y
Commercial gaming machines | Maximum
Fixed assets
Estimated useful lives	P5Y
Property, plant and equipment ("Non-Contract Assets") | Building
Fixed assets
Estimated useful lives	P40Y
Property, plant and equipment ("Non-Contract Assets") | Furniture And Equipment | Minimum
Fixed assets
Estimated useful lives	P5Y
Property, plant and equipment ("Non-Contract Assets") | Furniture And Equipment | Maximum
Fixed assets
Estimated useful lives	P10Y

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Summary of Significant Accounting Policies - Jackpot Accounting and Advertising (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Jackpot Accounting
Period of annual installments for jackpot liabilities, low end of range	20 years
Period of annual installments for jackpot liabilities, high end of range	26 years
Historical lump sum payout election rate (as a percent)	90.00%
Advertising
Advertising expense	$ 87.8	$ 126.7	$ 125.6

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Summary of Significant Accounting Policies - Disposals (Details) $ in Thousands, € in Millions	1 Months Ended		12 Months Ended
	Jul. 31, 2014 EUR (€)	Jul. 31, 2014 USD ($)	Dec. 31, 2014 USD ($)
Disposals
Gain related to sale of business			$ 8,636
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sports and events ticketing business
Disposals
Gain related to sale of business	€ 5.7	$ 8,600

XML

Acquisitions - Consideration (Details) $ in Thousands, shares in Millions		12 Months Ended
	Apr. 07, 2015 USD ($) item shares	Dec. 31, 2015 USD ($)
Purchase Price Allocation
Equity consideration		$ 928,884
IGT
Acquisitions
Fair value assumption, weighted-average share price, number of days within consecutive trading days | item	10
Fair value assumption, weighted-average share price, number of consecutive trading days | item	20
Purchase Price Allocation
Cash consideration	$ 3,616,410
Equity consideration	928,884
Total purchase price	4,545,294
IGT | Shareholders
Purchase Price Allocation
Cash consideration	3,572,968
IGT | Employees
Purchase Price Allocation
Cash consideration	43,442
IGT | Common Stock
Purchase Price Allocation
Equity consideration	$ 917,300
IGT | Common Stock | Shareholders
Acquisitions
Shares issued as part of acquisition | shares	45.3
IGT | Restricted Stock Units (RSUs)
Acquisitions
Value of restricted stock units deemed to not have been earned	$ 16,200
Purchase Price Allocation
Equity consideration	$ 11,600
IGT | Restricted Stock Units (RSUs) | Employees
Acquisitions
Shares issued as part of acquisition | shares	1.4

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Acquisitions - Fair Value Allocation (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Apr. 07, 2015	Dec. 31, 2014	Dec. 31, 2013
Fair value of assets acquired and liabilities assumed
Goodwill	$ 6,830,499		$ 3,958,881	$ 4,073,886
IGT
Fair value of assets acquired and liabilities assumed
Cash and cash equivalents		$ 374,995
Restricted cash		56,656
Trade and other receivables		237,488
Inventories		95,562
Other current assets		361,003
Systems, equipment and other assets related to contracts		126,524
Property, plant and equipment		336,044
Intangible assets		2,960,000
Other non-current assets		628,620
Deferred income taxes		243,342
Accounts payable		(75,814)
Other current liabilities		(379,968)
Long-term debt, less current portion		(1,937,942)
Deferred income taxes		(1,070,292)
Other noncurrent liabilities		(356,756)
Fair value of assets acquired and liabilities assumed, net		1,599,462
Goodwill		$ 2,945,832

XML

Acquisitions - Cash Outflow (Details) - USD ($) $ in Thousands		12 Months Ended
	Apr. 07, 2015	Dec. 31, 2015
Acquisition consideration
Net cash outflow		$ 3,241,415
IGT
Acquisition consideration
Cash consideration	$ 3,616,410
Less cash acquired	(374,995)
Net cash outflow	3,241,415
IGT | Shareholders
Acquisition consideration
Cash consideration	3,572,968
IGT | Employees
Acquisition consideration
Cash consideration	$ 43,442

XML

Acquisitions - Intangible Assets and Goodwill (Details) - IGT $ in Thousands	Apr. 07, 2015 USD ($)
Acquisitions
Finite-lived intangible asset acquired	$ 2,960,000
Trademarks
Acquisitions
Indefinite-lived intangible asset acquired	340,000
Customer relationships
Acquisitions
Finite-lived intangible asset acquired	$ 1,715,000
Finite-lived intangible asset acquired - weighted average useful life	14 years 9 months 18 days
Game library
Acquisitions
Finite-lived intangible asset acquired	$ 360,000
Finite-lived intangible asset acquired - weighted average useful life	2 years 6 months
Computer software
Acquisitions
Finite-lived intangible asset acquired	$ 275,000
Finite-lived intangible asset acquired - weighted average useful life	9 years 4 months 24 days
Developed technologies
Acquisitions
Finite-lived intangible asset acquired	$ 180,000
Finite-lived intangible asset acquired - weighted average useful life	3 years 9 months 18 days
Trademarks
Acquisitions
Finite-lived intangible asset acquired	$ 90,000
Finite-lived intangible asset acquired - weighted average useful life	7 years 3 months 18 days

XML

Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Acquisitions
Amortization of intangible assets				$ 134,300
Pro forma financial information
Transaction expense		$ 49,396	$ 43,972
IGT
Acquisitions
Actual revenue of acquiree since acquisition date	$ 1,300,000
Actual operating loss of acquiree since acquisition date	45,400
Amortization of intangible assets	$ 276,000
Pro forma financial information
Revenue		5,105,159	5,779,872
Net (loss) income		$ (61,946)	$ 67,720
Average tax rate for adjustments (as a percent)		32.00%	32.00%
Transaction expense		$ 49,400	$ 44,000
Debt extinguishment costs		$ 36,500

XML

Trade and Other Receivables, net - Components (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Trade and other receivables, net
Trade receivables (Gross)	$ 1,013,330	$ 932,166
Allowance for credit losses	(76,137)	(91,819)	$ (99,657)
Trade receivables (Net)	937,193	840,347
Related party receivables (Note 30)	20,727	78,435
Sales-type lease receivables	1,672	824
Trade and other receivables (Gross)	1,035,729	1,011,425
Trade and other receivables (Net)	959,592	$ 919,606
State of Illinois
Trade and other receivables, net
Trade receivables (Gross)	$ 39,400

XML

Trade and Other Receivables, net - Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Activity of allowance for credit losses related to trade and other receivables
Balance at beginning of year	$ (91,819)	$ (99,657)
Provisions, net	(18,883)	(14,655)
Amounts written off as uncollectible	25,703	14,310
Foreign currency translation	9,263	11,695
Other	(401)	(3,512)
Balance at end of year	$ (76,137)	$ (91,819)

XML

Trade and Other Receivables, net - Receivables Sold (Details) € in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015 EUR (€) agreement	Dec. 31, 2015 USD ($)	Dec. 31, 2014 EUR (€)	Dec. 31, 2014 USD ($)
Agreements to sell receivables
Number of agreements entered for sale of accounts receivable | agreement	2
Italy
Agreements to sell receivables
Receivables sold and derecognized	€ 240,169	$ 261,473	€ 157,621	$ 191,367
Italy | Scratch & Win
Agreements to sell receivables
Duration of agreement	3 years
Maximum accounts receivable subject to agreement	€ 300,000
Receivables sold and derecognized	€ 179,904	195,862	116,023	140,863
Italy | Commercial Services
Agreements to sell receivables
Duration of agreement	5 years
Maximum accounts receivable subject to agreement	€ 150,000
Receivables sold and derecognized	€ 60,265	$ 65,611	€ 41,598	$ 50,504

XML

Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Inventories
Raw materials	$ 110,367	$ 30,775
Work in progress	56,841	53,916
Finished goods	102,774	99,902
Total inventories	$ 269,982	$ 184,593

XML

Other Assets - Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Other current assets
Customer financing receivables, net	$ 137,136
Other receivables	102,585	$ 92,211
Prepaid royalties	53,293
Prepaid expenses	33,710	20,799
Jackpot investments	26,690
Bridge financing costs		58,386
Other	70,287	40,390
Total other current assets	$ 423,701	$ 211,786

XML

Other Assets - Non-Current Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Other non-current assets
Contract assets, net	$ 498,583	$ 623,081
Prepaid royalties	156,479
Jackpot investments	124,809
Customer financing receivables, net	62,709
Other	95,337	91,433
Total other non-current assets	$ 937,917	$ 714,514
New Jersey
Other non-current assets
Amortization period of license fee (in years)	15 years 9 months
Italy | Scratch & Win
Other non-current assets
Amortization period of license fee (in years)	9 years

XML

Other Assets - Customer Financing Receivables (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Customer financing receivables, net
Customer financing receivables, Gross, Current	$ 140,681
Customer financing receivables, Gross, Non-current	63,052
Customer financing receivables, Gross	203,733
Allowance for credit losses, Current	(3,545)
Allowance for credit losses, Non-current	(343)
Allowance for credit losses	(3,888)
Customer financing receivables, Net, Current	137,136
Customer financing receivables, Net, Non-current	62,709
Customer financing receivables, Net	$ 199,845

XML

Other Assets - Allowance for Credit Losses (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)
Activity in allowance for credit losses related to customer financing receivables, net
Provisions, net	$ (3,706)
Amounts written off as uncollectible	20
Foreign currency translation	(59)
Other	(143)
Balance at end of period	$ (3,888)

XML

Fair Value of Financial Assets and Liabilities - Carried at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Financial assets and liabilities carried at fair value
Derivative Assets	$ 6,965	$ 1,999
Derivative Liabilities, net	513	4,596
Measured at fair value on a recurring basis
Financial assets and liabilities carried at fair value
Restricted Investments	43,426	76,843
Jackpot Investments	151,499
Available for Sale Investments	7,250	7,073
Measured at fair value on a recurring basis | Foreign Currency Forward Contracts
Financial assets and liabilities carried at fair value
Derivative Assets	5,002	1,999
Derivative Liabilities, net	750	4,596
Measured at fair value on a recurring basis | Interest Rate Swaps
Financial assets and liabilities carried at fair value
Derivative Assets	1,963
Derivative Liabilities, gross	8,958
Measured at fair value on a recurring basis | Level 1
Financial assets and liabilities carried at fair value
Restricted Investments	43,426	76,843
Jackpot Investments	151,499
Available for Sale Investments	7,250	7,073
Measured at fair value on a recurring basis | Level 2 | Foreign Currency Forward Contracts
Financial assets and liabilities carried at fair value
Derivative Assets	5,002	1,999
Derivative Liabilities, net	750	$ 4,596
Measured at fair value on a recurring basis | Level 2 | Interest Rate Swaps
Financial assets and liabilities carried at fair value
Derivative Assets	1,963
Derivative Liabilities, gross	$ 8,958

XML

Fair Value of Financial Assets and Liabilities - Not Carried at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unrealized Gain (Loss) on Jackpot Liabilities	$ 7,320
Unrealized Gain (Loss) on Debt	166,382	$ (176,613)
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Customer financing receivables, net	199,845
Available for sale investments	13,232	10,925
Jackpot liabilities	337,243
Debt	8,343,368	2,959,471
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Customer financing receivables, net	199,845
Available for sale investments	13,232	10,925
Jackpot liabilities	329,923
Debt	8,176,986	3,136,084
Fair Value | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	6,450,306	2,226,226
Fair Value | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	1,726,680	909,858
Fair Value | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Customer financing receivables, net	199,845
Available for sale investments	13,232	$ 10,925
Jackpot liabilities	$ 329,923

XML

Fair Value of Financial Assets and Liabilities - Valuation Techniques (Details)	12 Months Ended
	Dec. 31, 2015
Jackpot liabilities, annuity
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Period of treasury yield curve rate for estimated funding rate	10 years
Treasury yield curve rate used for estimated funding rate (as a percent)	2.26%
Period of credit default swap rate for nonperformance risk	10 years
Credit default swap rate used for nonperformance risk (as a percent)	2.341%
Jackpot liabilities, annuity | Minimum
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected annuity period	1 year
Jackpot liabilities, annuity | Maximum
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected annuity period	25 years
Jackpot liabilities, annuity | Average
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected annuity period	10 years
Jackpot liabilities, lump-sum, current
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Period of treasury yield curve rate for estimated funding rate	1 year
Treasury yield curve rate used for estimated funding rate (as a percent)	0.58%
Period of credit default swap rate for nonperformance risk	1 year
Credit default swap rate used for nonperformance risk (as a percent)	0.202%
Jackpot liabilities, lump-sum, noncurrent
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Period of treasury yield curve rate for estimated funding rate	2 years
Treasury yield curve rate used for estimated funding rate (as a percent)	1.04%
Period of credit default swap rate for nonperformance risk	2 years
Credit default swap rate used for nonperformance risk (as a percent)	0.368%
Customer financing receivables | Minimum
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Credit risk of each customer (as a percent)	5.75%
Customer financing receivables | Maximum
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Credit risk of each customer (as a percent)	17.00%

XML

Derivatives - Not Designated as Hedges (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Foreign currency forward and option contracts | Maximum
Derivatives
Maturity period of derivative contracts	12 months
Foreign currency forward and option contracts | Non-designated Hedges | Maximum
Derivatives
Maturity period of derivative contracts	1 year
Foreign Currency Forward Contracts | Non-designated Hedges
Derivatives
Aggregate fair value of contracts	$ 4.1	$ (4.0)

XML

Derivatives - Cash Flow Hedges (Details) - Foreign Currency Forward Contracts - Designated Hedges - Cash flow hedges - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Derivatives
Aggregate fair value of contracts	$ 200	$ 1,400
Net unrealized gains (losses), included in Other Comprehensive Income	(467)	3,938	$ (1,465)
Net realized gains (losses), reclassifications from OCI to the Income Statement	$ 244	$ 640	$ 1,011
Maximum
Derivatives
Maturity period of derivative contracts	12 months

XML

Derivatives - Fair Value Hedges (Details) $ in Thousands, € in Millions	1 Months Ended				12 Months Ended
	Sep. 30, 2015 USD ($)	May. 31, 2015 USD ($)	Dec. 31, 2014 EUR (€)	Dec. 31, 2014 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Apr. 30, 2015	Mar. 31, 2015 USD ($)	Jun. 30, 2010	Dec. 31, 2009	Jun. 30, 2009
6.250% Senior Secured Notes due 2022
Derivatives
Stated interest rate on debt (as a percent)					6.25%		6.25%
7.500% Senior Secured Notes due 2019
Derivatives
Stated interest rate on debt (as a percent)					7.50%						7.50%
5.500% Senior Secured Notes due 2020
Derivatives
Stated interest rate on debt (as a percent)					5.50%				5.50%
Amount of notes tendered for purchase		$ 175,900
5.375% Senior Secured Notes due 2016
Derivatives
Stated interest rate on debt (as a percent)										5.375%
Gain recognized on settlement						$ 10,103
Interest Rate Swaps | Fair Value Hedges | 7.500% Senior Secured Notes due 2019 | Six-month LIBOR
Derivatives
Spread rate (as a percent)								4.09%
Interest Rate Swaps | Designated Hedges | Fair Value Hedges | 6.250% Senior Secured Notes due 2022
Derivatives
Notional amount					$ 625,000
Aggregate fair value of contracts					(9,000)
Amount of debt hedged by the interest rate swap					$ 625,000
Fixed interest payments receivable (as a percent)					6.25%
Unrealized loss on the swap					$ 9,000
Unrealized gain on the hedged debt					$ 10,500
Interest Rate Swaps | Designated Hedges | Fair Value Hedges | 6.250% Senior Secured Notes due 2022 | Six-month LIBOR | Minimum
Derivatives
Spread rate (as a percent)					4.4425%
Interest Rate Swaps | Designated Hedges | Fair Value Hedges | 6.250% Senior Secured Notes due 2022 | Six-month LIBOR | Maximum
Derivatives
Spread rate (as a percent)					4.56375%
Interest Rate Swaps | Designated Hedges | Fair Value Hedges | 7.500% Senior Secured Notes due 2019 | One-month LIBOR
Derivatives
Notional amount								$ 250,000
Spread rate (as a percent)								3.42%
Interest Rate Swaps | Designated Hedges | Fair Value Hedges | 7.500% Senior Secured Notes due 2019 | Six-month LIBOR
Derivatives
Notional amount								$ 250,000
Interest Rate Swaps | Designated Hedges | Fair Value Hedges | 5.500% Senior Secured Notes due 2020
Derivatives
Notional amount		124,100
Notional value of derivatives cancelled		175,900
Cash received from swap counterparties upon settlement		$ 13,000
Interest Rate Swaps | Designated Hedges | Fair Value Hedges | 5.500% Senior Secured Notes due 2020 | Six-month LIBOR
Derivatives
Notional amount								$ 300,000
Spread rate (as a percent)								1.86%
Interest Rate Swaps | Designated Hedges | Fair Value Hedges | 7.500% Senior Secured Notes due in 2019 and 5.500% Senior Secured Notes due in 2020
Derivatives
Notional value of derivatives cancelled	$ 624,000
Cash received from swap counterparties upon settlement	59,000
Swap fair value adjustment to debt remained to be amortized	$ 1,300
Interest Rate Swaps | Designated Hedges | Fair Value Hedges | 5.375% Senior Secured Notes due 2016
Derivatives
Notional value of derivatives settled			€ 150	$ 182,100
Gain recognized on settlement				$ 10,100		$ 10,100

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Derivatives - Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Balance Sheet Location and Fair Value
Derivative Liabilities, Unrealized gain	$ (9,195)
Derivative Assets, Net Derivatives	6,965	$ 1,999
Derivative Liabilities, Net Derivatives	513	4,596
Interest Rate Swaps | Current financial assets
Balance Sheet Location and Fair Value
Derivative Assets, Unrealized gain	1,963
Interest Rate Swaps | Fair Value Hedges
Balance Sheet Location and Fair Value
Derivative Liabilities, Net Derivatives	(237)
Interest Rate Swaps | Fair Value Hedges | Non-current financial liabilities
Balance Sheet Location and Fair Value
Derivative Liabilities, Unrealized loss	8,958
Interest Rate Swaps | Fair Value Hedges | Long-term debt
Balance Sheet Location and Fair Value
Derivative Liabilities, Unrealized gain	(9,195)
Foreign Currency Forward Contracts | Designated Hedges | Current financial assets
Balance Sheet Location and Fair Value
Derivative Assets, Unrealized gain	173	1,425
Foreign Currency Forward Contracts | Non-designated Hedges | Current financial assets
Balance Sheet Location and Fair Value
Derivative Assets, Unrealized gain	5,496	8,622
Derivative Assets, Unrealized loss	(667)	(8,048)
Foreign Currency Forward Contracts | Non-designated Hedges | Current financial liabilities
Balance Sheet Location and Fair Value
Derivative Liabilities, Unrealized loss	1,413	12,640
Derivative Liabilities, Unrealized gain	$ (663)	$ (8,044)

XML

Derivatives - Income Statement (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Interest Rate Swaps | Fair Value Hedges | Contra interest expense
Income Statement Location and Income (Expense)
Effectiveness		$ 4,885	$ 5,395
Ineffectiveness		421	3
Interest Rate Swaps | Fair Value Hedges | Other income
Income Statement Location and Income (Expense)
Effectiveness	$ 1,646
Ineffectiveness	232
Foreign Currency Forward Contracts | Designated Hedges | Service Revenue
Income Statement Location and Income (Expense)
Realized gains (losses)	$ 244	$ 701	1,011
Foreign Currency Forward Contracts | Designated Hedges | Product Revenue
Income Statement Location and Income (Expense)
Realized gains (losses)			$ (1,498)

XML

Systems, Equipment and Other Assets Related to Contracts, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Fixed assets
Systems, equipment and other assets related to contracts, net	$ 1,127,518	$ 1,086,426
Systems, equipment and other assets relating to contracts ("Contract Assets")
Fixed assets
Systems, equipment and other assets related to contracts, gross	2,954,789	2,929,354
Accumulated depreciation	(1,827,271)	(1,842,928)
Systems, equipment and other assets related to contracts, net	1,127,518	1,086,426
Borrowing costs capitalized	$ 1,100
Rate used to determine amount of borrowing costs eligible for capitalization	5.00%
Systems, equipment and other assets relating to contracts ("Contract Assets") | Land
Fixed assets
Systems, equipment and other assets related to contracts, gross	$ 590	685
Systems, equipment and other assets relating to contracts ("Contract Assets") | Building
Fixed assets
Systems, equipment and other assets related to contracts, gross	110,049	118,203
Systems, equipment and other assets relating to contracts ("Contract Assets") | Terminals And Systems
Fixed assets
Systems, equipment and other assets related to contracts, gross	2,574,369	2,545,772
Systems, equipment and other assets relating to contracts ("Contract Assets") | Furniture And Equipment
Fixed assets
Systems, equipment and other assets related to contracts, gross	177,425	188,304
Systems, equipment and other assets relating to contracts ("Contract Assets") | Contracts in progress
Fixed assets
Systems, equipment and other assets related to contracts, gross	$ 92,356	$ 76,390

XML

Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Fixed assets
Property, plant and equipment - net	$ 349,677	$ 123,542
Property, plant and equipment ("Non-Contract Assets")
Fixed assets
Property, Plant and Equipment, Gross	480,456	247,661
Accumulated depreciation	(130,779)	(124,119)
Property, plant and equipment - net	349,677	123,542
Property, plant and equipment ("Non-Contract Assets") | Land
Fixed assets
Property, Plant and Equipment, Gross	18,829	2,468
Property, plant and equipment ("Non-Contract Assets") | Building
Fixed assets
Property, Plant and Equipment, Gross	218,903	75,180
Property, plant and equipment ("Non-Contract Assets") | Furniture And Equipment
Fixed assets
Property, Plant and Equipment, Gross	230,267	167,702
Property, plant and equipment ("Non-Contract Assets") | Construction in progress
Fixed assets
Property, Plant and Equipment, Gross	$ 12,457	$ 2,311

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Goodwill, net - Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Apr. 07, 2015	Dec. 31, 2014
Changes in the carrying amount of goodwill, net
Balance at the beginning of the period	$ 3,958,881	$ 4,073,886
Acquisitions		18,795
Disposal		(9,412)
Foreign currency translation	(84,012)	(124,388)
Balance at the end of the period	6,830,499	3,958,881
Goodwill, net
Cost			$ 6,958,030		$ 4,097,311
Accumulated impairment loss			(127,531)		(138,430)
Net of accumulated impairment loss	3,958,881	4,073,886	6,830,499		3,958,881
IGT
Changes in the carrying amount of goodwill, net
Acquisitions	2,945,832
Goodwill, net
Net of accumulated impairment loss				$ 2,945,832
Other
Changes in the carrying amount of goodwill, net
Acquisitions	9,798
North America Gaming and Interactive
Changes in the carrying amount of goodwill, net
Balance at the beginning of the period	210,700	210,700
Balance at the end of the period	2,626,282	210,700
Goodwill, net
Cost			2,626,282		210,700
Net of accumulated impairment loss	210,700	210,700	2,626,282		210,700
North America Gaming and Interactive | IGT
Changes in the carrying amount of goodwill, net
Acquisitions	2,415,582
North America Lottery
Changes in the carrying amount of goodwill, net
Balance at the beginning of the period	1,069,863	1,069,863
Balance at the end of the period	1,217,155	1,069,863
Goodwill, net
Cost			1,221,248		1,073,956
Accumulated impairment loss			(4,093)		(4,093)
Net of accumulated impairment loss	1,069,863	1,069,863	1,217,155		1,069,863
North America Lottery | IGT
Changes in the carrying amount of goodwill, net
Acquisitions	147,292
International
Changes in the carrying amount of goodwill, net
Balance at the beginning of the period	1,160,424	1,168,191
Acquisitions		12,028
Foreign currency translation	(8,299)	(19,795)
Balance at the end of the period	1,535,083	1,160,424
Goodwill, net
Cost			1,656,888		1,292,940
Accumulated impairment loss			(121,805)		(132,516)
Net of accumulated impairment loss	1,160,424	1,168,191	1,535,083		1,160,424
International | IGT
Changes in the carrying amount of goodwill, net
Acquisitions	382,958
Italy
Changes in the carrying amount of goodwill, net
Balance at the beginning of the period	1,517,894	1,625,132
Acquisitions		6,767
Disposal		(9,412)
Foreign currency translation	(75,713)	(104,593)
Balance at the end of the period	1,451,979	1,517,894
Goodwill, net
Cost			1,453,612		1,519,715
Accumulated impairment loss			(1,633)		(1,821)
Net of accumulated impairment loss	1,517,894	$ 1,625,132	$ 1,451,979		$ 1,517,894
Italy | Other
Changes in the carrying amount of goodwill, net
Acquisitions	$ 9,798

XML

Goodwill, net - Acquisitions and Disposals (Details) $ in Thousands, € in Millions, £ in Millions			1 Months Ended		12 Months Ended
	May. 02, 2014 GBP (£)	May. 02, 2014 USD ($)	Jul. 31, 2014 EUR (€)	Jul. 31, 2014 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Jul. 31, 2014 USD ($)
Goodwill acquisitions activity
Cash purchase price					$ 3,241,415
Acquired goodwill						$ 18,795
Goodwill disposals activity
Goodwill of business sold						9,412
Gain on sale of business						8,636
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sports and events ticketing business
Goodwill disposals activity
Consideration received for sale of business			€ 13.9				$ 18,600
Goodwill of business sold			7.8	$ 9,400
Gain on sale of business			€ 5.7	$ 8,600
Probability
Goodwill acquisitions activity
Percentage of shares acquired	100.00%	100.00%
Cash purchase price	£ 18	$ 28,500
Acquired goodwill						$ 14,200

XML

Goodwill, net - Impairment Testing (Details) $ in Thousands		12 Months Ended
	Nov. 01, 2015 USD ($) segment	Dec. 31, 2015 segment
Goodwill impairment testing
Number of reporting units | segment	4	4
Excess % of Carrying Amount - Threshold for additional analysis	20.00%
North America Gaming and Interactive
Goodwill impairment testing
Estimated Fair Value	$ 5,590,000
Carrying Amount	5,116,000
Excess	$ 474,000
Excess (as a percent)	9.00%
Impairment estimates and assumptions
Normalized Growth Rate (as a percent)	3.00%
Discount Rate (as a percent)	8.25%
Estimated minimum decrease in fair value that would result in impairment of goodwill	8.50%
Estimated discount rate that would result in the implied fair value equaling the carrying amount	8.76%
Estimated growth rate that would result in the implied fair value equaling the carrying amount	2.35%
North America Lottery
Goodwill impairment testing
Estimated Fair Value	$ 2,820,000
Carrying Amount	2,189,400
Excess	$ 630,600
Excess (as a percent)	29.00%
Impairment estimates and assumptions
Normalized Growth Rate (as a percent)	2.25%
Discount Rate (as a percent)	6.60%
International
Goodwill impairment testing
Estimated Fair Value	$ 2,920,000
Carrying Amount	2,585,600
Excess	$ 334,400
Excess (as a percent)	13.00%
Impairment estimates and assumptions
Normalized Growth Rate (as a percent)	3.00%
Discount Rate (as a percent)	9.50%
Estimated minimum decrease in fair value that would result in impairment of goodwill	11.50%
Estimated discount rate that would result in the implied fair value equaling the carrying amount	10.37%
Estimated growth rate that would result in the implied fair value equaling the carrying amount	1.82%
Italy
Goodwill impairment testing
Estimated Fair Value	$ 2,695,000
Carrying Amount	2,109,648
Excess	$ 585,352
Excess (as a percent)	28.00%
Impairment estimates and assumptions
Normalized Growth Rate (as a percent)	0.50%
Discount Rate (as a percent)	9.40%

XML

Intangible Assets, net - Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Intangible assets - Gross carrying amount
Gross Carrying Amount - Subject to amortization	$ 4,244,906	$ 1,655,040
Total Gross Carrying Amount	4,685,219	1,772,101
Amortization
Accumulated Amortization	1,349,586	985,780
Intangible assets, net
Net Book Value - Subject to amortization	2,895,320	669,260
Total Net Book Value	3,335,633	786,321
Customer relationships
Intangible assets - Gross carrying amount
Gross Carrying Amount - Subject to amortization	2,587,202	875,411
Amortization
Accumulated Amortization	$ 653,802	$ 506,675
Average Life	14 years 9 months 18 days	14 years 9 months 18 days
Intangible assets, net
Net Book Value - Subject to amortization	$ 1,933,400	$ 368,736
Computer software and game library
Intangible assets - Gross carrying amount
Gross Carrying Amount - Subject to amortization	946,983	313,173
Amortization
Accumulated Amortization	$ 365,305	$ 223,395
Average Life	5 years 9 months 18 days	6 years 2 months 12 days
Intangible assets, net
Net Book Value - Subject to amortization	$ 581,678	$ 89,778
Developed technologies
Intangible assets - Gross carrying amount
Gross Carrying Amount - Subject to amortization	213,840	34,009
Amortization
Accumulated Amortization	$ 67,746	$ 22,887
Average Life	5 years 1 month 6 days	12 years
Intangible assets, net
Net Book Value - Subject to amortization	$ 146,094	$ 11,122
Concessions and licenses
Intangible assets - Gross carrying amount
Gross Carrying Amount - Subject to amortization	251,692	269,210
Amortization
Accumulated Amortization	$ 126,732	$ 112,164
Average Life	10 years 4 months 24 days	10 years 7 months 6 days
Intangible assets, net
Net Book Value - Subject to amortization	$ 124,960	$ 157,046
Trademarks
Intangible assets - Gross carrying amount
Gross Carrying Amount - Subject to amortization	102,179	7,316
Amortization
Accumulated Amortization	$ 14,971	$ 4,790
Average Life	6 years 7 months 6 days	4 years
Intangible assets, net
Net Book Value - Subject to amortization	$ 87,208	$ 2,526
Sports betting rights
Intangible assets - Gross carrying amount
Gross Carrying Amount - Subject to amortization	119,400	132,901
Amortization
Accumulated Amortization	$ 107,506	$ 103,481
Average Life	6 years 6 months	6 years 6 months
Intangible assets, net
Net Book Value - Subject to amortization	$ 11,894	$ 29,420
Networks
Intangible assets - Gross carrying amount
Gross Carrying Amount - Subject to amortization	15,051	14,462
Amortization
Accumulated Amortization	$ 10,504	$ 9,899
Average Life	3 years	3 years
Intangible assets, net
Net Book Value - Subject to amortization	$ 4,547	$ 4,563
Other
Intangible assets - Gross carrying amount
Gross Carrying Amount - Subject to amortization	8,559	8,558
Amortization
Accumulated Amortization	$ 3,020	$ 2,489
Average Life	16 years 2 months 12 days	16 years 2 months 12 days
Intangible assets, net
Net Book Value - Subject to amortization	$ 5,539	$ 6,069
Trademarks
Intangible assets - Gross carrying amount
Not subject to amortization	440,313	117,061
Intangible assets, net
Not subject to amortization	$ 440,313	$ 117,061

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Intangible Assets, net - Amortizaton and Impairment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Amortization
Amortization of intangible assets			$ 134,300
Expected amortization expense for next five years
2016	$ 514,495
2017	394,083
2018	265,384
2019	253,363
2020	226,022
Total	1,653,347
Computer software
Amortization
Amortization of intangible assets	34,000	$ 10,100	9,600
International
Impairment of intangible assets
Impairment loss on indefinite-lived intangible assets	$ 9,700		$ 3,600

XML

Other Liabilities - Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Other current liabilities
Accrued interest payable	$ 171,486	$ 105,749
Accrued expenses	168,160	117,678
Employee compensation	155,753	100,158
Taxes other than income taxes	112,690	83,688
Jackpot liabilities	110,979
Deferred revenue	57,089	62,556
Current financial liabilities	48,584	81,973
Advance payments from customers	33,976	17,505
Other current liabilities	26,955	27,858
Short term provisions	19,544	1,203
Advance billings	17,370	17,654
Bridge and consent fees payable		88,994
Dividends payable		157,341
Total other current liabilities	$ 922,586	$ 862,357

XML

Other Liabilities - Non-Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Other non-current liabilities
Jackpot liabilities	$ 226,264
Finance leases	71,548	$ 79,695
Royalties payable	38,311
Deferred revenue	38,308	50,391
Reserve for uncertain tax positions	29,970	7,906
Staff severance fund	11,385	12,224
Long-term provisions	10,888	15,829
Contingent liabilities	6,945	8,438
Other	28,874	25,934
Total other non-current liabilities	$ 462,493	$ 200,417

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Debt - Components (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Apr. 30, 2015	Mar. 05, 2015	Feb. 02, 2015	Dec. 31, 2014	Sep. 30, 2013	Dec. 31, 2012	Dec. 31, 2010	Jun. 30, 2010	Jun. 30, 2009
Debt
Long-term debt, less current portion	$ 8,334,013				$ 2,099,071
Current portion of long-term debt	160				849,600
Short-term borrowings					10,800
Total Debt	8,334,173				2,959,471
Senior Secured Notes
Debt
Long-term debt, less current portion	4,809,999
Total Debt	4,809,999
6.250% Senior Secured Notes due 2022
Debt
Long-term debt, less current portion	1,468,875
Total Debt	$ 1,468,875
Stated interest rate (as a percent)	6.25%	6.25%
6.500% Senior Secured Notes due 2025
Debt
Long-term debt, less current portion	$ 1,084,249
Total Debt	$ 1,084,249
Stated interest rate (as a percent)	6.50%	6.50%
4.750% Senior Secured Notes due 2023
Debt
Long-term debt, less current portion	$ 912,418
Total Debt	$ 912,418
Stated interest rate (as a percent)	4.75%	4.75%
4.125% Senior Secured Notes due 2020
Debt
Long-term debt, less current portion	$ 752,212
Total Debt	$ 752,212
Stated interest rate (as a percent)	4.125%	4.125%
5.625% Senior Secured Notes due 2020
Debt
Long-term debt, less current portion	$ 592,245
Total Debt	$ 592,245
Stated interest rate (as a percent)	5.625%	5.625%
Legacy GTECH Notes
Debt
Long-term debt, less current portion	$ 1,054,564				1,165,827
Total Debt	1,054,564				1,165,827
6.625% Senior Secured Notes due 2018
Debt
Long-term debt, less current portion	533,915				590,557
Total Debt	$ 533,915				590,557
Stated interest rate (as a percent)	6.625%			6.625%				5.375%
4.750% Senior Secured Notes due 2020
Debt
Long-term debt, less current portion	$ 520,649				575,270
Total Debt	$ 520,649				575,270
Stated interest rate (as a percent)	4.75%		4.75%				3.50%
Legacy IGT Notes
Debt
Long-term debt, less current portion	$ 718,145
Total Debt	718,145
7.500% Senior Secured Notes due 2019
Debt
Long-term debt, less current portion	530,009
Total Debt	$ 530,009
Stated interest rate (as a percent)	7.50%									7.50%
5.500% Senior Secured Notes due 2020
Debt
Long-term debt, less current portion	$ 126,833
Total Debt	$ 126,833
Stated interest rate (as a percent)	5.50%								5.50%
5.350% Senior Secured Notes due 2023
Debt
Long-term debt, less current portion	$ 61,303
Total Debt	$ 61,303
Stated interest rate (as a percent)	5.35%					5.35%
Term Loan Facilities due 2019
Debt
Long-term debt, less current portion	$ 866,785
Total Debt	866,785
Revolving Credit Facilities
Debt
Long-term debt, less current portion	834,968				876,505
Total Debt	834,968				874,625
Capital Securities due 2066
Debt
Long-term debt, less current portion	49,472				54,975
Total Debt	49,472				906,276
Other
Debt
Long-term debt, less current portion	80				1,764
Total Debt	$ 240				$ 1,943

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Debt - Reconciliation and Liquidity (Details) € in Thousands, $ in Thousands	Dec. 31, 2015 USD ($)	Apr. 30, 2015 EUR (€)	Apr. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2013 USD ($)	Dec. 31, 2012 EUR (€)	Dec. 31, 2012 USD ($)	Dec. 31, 2010 EUR (€)	Dec. 31, 2010 USD ($)	Jun. 30, 2010 USD ($)	Jun. 30, 2009 USD ($)
Debt
Principal	$ 8,437,105			$ 3,034,533
Debt issuance cost, net	(125,852)			(75,062)
Premium (Discount)	32,115
Swap	(9,195)
Total Debt	8,334,173			2,959,471
Unused available liquidity	2,087,655			1,534,870
Senior Secured Notes
Debt
Principal	4,887,485
Debt issuance cost, net	(66,971)
Swap	(10,515)
Total Debt	4,809,999
6.250% Senior Secured Notes due 2022
Debt
Principal	1,500,000		$ 1,500,000
Debt issuance cost, net	(20,610)
Swap	(10,515)
Total Debt	1,468,875
6.500% Senior Secured Notes due 2025
Debt
Principal	1,100,000		1,100,000
Debt issuance cost, net	(15,751)
Total Debt	1,084,249
4.750% Senior Secured Notes due 2023
Debt
Principal	925,395	€ 850,000
Debt issuance cost, net	(12,977)
Total Debt	912,418
4.125% Senior Secured Notes due 2020
Debt
Principal	762,090	€ 700,000
Debt issuance cost, net	(9,878)
Total Debt	752,212
5.625% Senior Secured Notes due 2020
Debt
Principal	600,000		$ 600,000
Debt issuance cost, net	(7,755)
Total Debt	592,245
Legacy GTECH Notes
Debt
Principal	1,088,700			1,214,100
Debt issuance cost, net	(34,136)			(48,273)
Total Debt	1,054,564			1,165,827
6.625% Senior Secured Notes due 2018
Debt
Principal	544,350			607,050				€ 500,000	$ 544,400
Debt issuance cost, net	(10,435)			(16,493)
Total Debt	533,915			590,557
4.750% Senior Secured Notes due 2020
Debt
Principal	544,350			607,050		€ 500,000	$ 544,400
Debt issuance cost, net	(23,701)			(31,780)
Total Debt	520,649			575,270
Legacy IGT Notes
Debt
Principal	684,710
Premium (Discount)	32,115
Swap	1,320
Total Debt	718,145
7.500% Senior Secured Notes due 2019
Debt
Principal	500,000										$ 500,000
Premium (Discount)	28,345
Swap	1,664
Total Debt	530,009
5.500% Senior Secured Notes due 2020
Debt
Principal	124,143									$ 300,000
Premium (Discount)	3,034
Swap	(344)
Total Debt	126,833
5.350% Senior Secured Notes due 2023
Debt
Principal	60,567				$ 500,000
Premium (Discount)	736
Total Debt	61,303
Term Loan Facilities due 2019
Debt
Principal	870,960
Debt issuance cost, net	(4,175)
Total Debt	866,785
Revolving Credit Facilities
Debt
Principal	855,480			897,115
Debt issuance cost, net	(20,512)			(22,490)
Total Debt	834,968			874,625
Unused available liquidity	2,087,655			1,534,870
Capital Securities due 2066
Debt
Principal	49,530			910,575
Debt issuance cost, net	(58)			(4,299)
Total Debt	49,472			906,276
Short-term borrowings
Debt
Principal				10,800
Total Debt				10,800
Other
Debt
Principal	240			1,943
Total Debt	$ 240			$ 1,943

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Debt - Maturities (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Payments by calendar year
2016	$ 160
2017	80
2018	544,350
2019	2,226,440
2020	2,030,583
2021 and thereafter	3,635,492
Total	8,437,105
Senior Secured Notes
Payments by calendar year
2020	1,362,090
2021 and thereafter	3,525,395
Total	4,887,485
6.250% Senior Secured Notes due 2022
Payments by calendar year
2021 and thereafter	1,500,000
Total	1,500,000
6.500% Senior Secured Notes due 2025
Payments by calendar year
2021 and thereafter	1,100,000
Total	1,100,000
4.750% Senior Secured Notes due 2023
Payments by calendar year
2021 and thereafter	925,395
Total	925,395
4.125% Senior Secured Notes due 2020
Payments by calendar year
2020	762,090
Total	762,090
5.625% Senior Secured Notes due 2020
Payments by calendar year
2020	600,000
Total	600,000
Legacy GTECH Notes
Payments by calendar year
2018	544,350
2020	544,350
Total	1,088,700
6.625% Senior Secured Notes due 2018
Payments by calendar year
2018	544,350
Total	544,350
4.750% Senior Secured Notes due 2020
Payments by calendar year
2020	544,350
Total	544,350
Legacy IGT Notes
Payments by calendar year
2019	500,000
2020	124,143
2021 and thereafter	60,567
Total	684,710
7.500% Senior Secured Notes due 2019
Payments by calendar year
2019	500,000
Total	500,000
5.500% Senior Secured Notes due 2020
Payments by calendar year
2020	124,143
Total	124,143
5.350% Senior Secured Notes due 2023
Payments by calendar year
2021 and thereafter	60,567
Total	60,567
Term Loan Facilities due 2019
Payments by calendar year
2019	870,960
Total	870,960
Revolving Credit Facilities
Payments by calendar year
2019	855,480
Total	855,480
Capital Securities due 2066
Payments by calendar year
2021 and thereafter	49,530
Total	49,530
Other
Payments by calendar year
2016	160
2017	80
Total	$ 240

XML

Debt - Senior Secured Notes (Details) € in Thousands, $ in Thousands	1 Months Ended	12 Months Ended
	Apr. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Apr. 30, 2015 EUR (€)	Apr. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Debt
Original Principal Amount		$ 8,437,105			$ 3,034,533
Senior Secured Notes
Debt
Original Principal Amount		4,887,485
Proceeds	$ 4,876,170
Minimum principal balance of intercompany loans securing the debt		$ 10,000
Redemption price (as a percent)		100.00%
Price for redemption required upon certain events (as a percent)		101.00%
6.250% Senior Secured Notes due 2022
Debt
Stated interest rate (as a percent)		6.25%	6.25%	6.25%
Original Principal Amount		$ 1,500,000		$ 1,500,000
Proceeds	1,500,000
Effective Interest Rate (as a percent)			6.52%	6.52%
6.500% Senior Secured Notes due 2025
Debt
Stated interest rate (as a percent)		6.50%	6.50%	6.50%
Original Principal Amount		$ 1,100,000		$ 1,100,000
Proceeds	1,100,000
Effective Interest Rate (as a percent)			6.71%	6.71%
4.750% Senior Secured Notes due 2023
Debt
Stated interest rate (as a percent)		4.75%	4.75%	4.75%
Original Principal Amount		$ 925,395	€ 850,000
Proceeds	919,190
Effective Interest Rate (as a percent)			4.98%	4.98%
4.125% Senior Secured Notes due 2020
Debt
Stated interest rate (as a percent)		4.125%	4.125%	4.125%
Original Principal Amount		$ 762,090	€ 700,000
Proceeds	756,980
Effective Interest Rate (as a percent)			4.47%	4.47%
5.625% Senior Secured Notes due 2020
Debt
Stated interest rate (as a percent)		5.625%	5.625%	5.625%
Original Principal Amount		$ 600,000		$ 600,000
Proceeds	$ 600,000
Effective Interest Rate (as a percent)			5.98%	5.98%

XML

Debt - Legacy GTECH Notes (Details) $ in Thousands, € in Millions	1 Months Ended		12 Months Ended
	Nov. 30, 2014 EUR (€)	Nov. 30, 2014 USD ($)	Dec. 31, 2015 USD ($)	Mar. 05, 2015	Feb. 02, 2015	Dec. 31, 2014 USD ($)	Dec. 31, 2012 EUR (€)	Dec. 31, 2012 USD ($)	Dec. 31, 2010 EUR (€)	Dec. 31, 2010 USD ($)
Debt
Principal			$ 8,437,105			$ 3,034,533
Legacy GTECH Notes
Debt
Principal			1,088,700			1,214,100
Period for waiver of default or breach	12 months	12 months
Consent fees	€ 31.3	$ 39,000
Minimum principal balance of intercompany loans securing the debt			$ 10,000
Interest rate decrease in event of ratings upgrade (as a percent)			1.25%
Redemption price (as a percent)			100.00%
Price for redemption required upon certain events (as a percent)			100.00%
6.625% Senior Secured Notes due 2018
Debt
Principal			$ 544,350			$ 607,050			€ 500.0	$ 544,400
Stated interest rate (as a percent)			6.625%		6.625%				5.375%	5.375%
Effective Interest Rate (as a percent)			7.74%			5.59%
4.750% Senior Secured Notes due 2020
Debt
Principal			$ 544,350			$ 607,050	€ 500.0	$ 544,400
Stated interest rate (as a percent)			4.75%	4.75%			3.50%	3.50%
Effective Interest Rate (as a percent)			6.00%			3.76%

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Debt - Legacy IGT Notes (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	May. 31, 2015	Apr. 30, 2015	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2013	Jun. 30, 2010	Jun. 30, 2009
Debt
Principal			$ 8,437,105	$ 3,034,533
Legacy IGT Notes
Debt
Principal			684,710
Amount paid to redeem notes tendered for purchase	$ 621,400
Minimum principal balance of intercompany loans securing the debt			$ 10,000
Redemption price (as a percent)			100.00%
Price for redemption required upon certain events (as a percent)			100.00%
7.500% Senior Secured Notes due 2019
Debt
Principal			$ 500,000				$ 500,000
Stated interest rate (as a percent)			7.50%				7.50%
Effective Interest Rate (as a percent)			5.67%
5.500% Senior Secured Notes due 2020
Debt
Principal			$ 124,143			$ 300,000
Stated interest rate (as a percent)			5.50%			5.50%
Redemption price offered due to change in control (as a percent)		101.00%
Amount of notes tendered for purchase	175,900
Effective Interest Rate (as a percent)			4.88%
5.350% Senior Secured Notes due 2023
Debt
Principal			$ 60,567		$ 500,000
Stated interest rate (as a percent)			5.35%		5.35%
Redemption price offered due to change in control (as a percent)		101.00%
Amount of notes tendered for purchase	$ 439,400
Effective Interest Rate (as a percent)			5.47%

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Debt - Facilities (Details) € in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015 EUR (€) loan	Dec. 31, 2015 USD ($) loan	Dec. 31, 2014	Nov. 30, 2014 EUR (€)	Nov. 30, 2014 USD ($)
Term Loan Facilities due 2019
Debt
Number of term loans | loan	2	2
Principal per term loan	€ 400,000	$ 435,500
Effective Interest Rate (as a percent)	1.90%	1.90%
Minimum principal balance of intercompany loans securing the debt		$ 10,000
Term Loan Facilities due 2019 | Minimum
Debt
Period for interest payments	1 month
Term Loan Facilities due 2019 | Maximum
Debt
Period for interest payments	6 months
Revolving Credit Facilities
Debt
Effective Interest Rate (as a percent)	2.20%	2.20%	1.78%
Commitment fees (as a percent)	0.725%
Utilization fee (as a percent)	0.30%
Minimum principal balance of intercompany loans securing the debt		$ 10,000
Revolving Credit Facilities | Minimum
Debt
Period for interest payments	1 month
Revolving Credit Facilities | Maximum
Debt
Period for interest payments	6 months
Revolving Credit Facility A
Debt
Maximum Borrowing Available		1,800,000			$ 1,500,000
Revolving Credit Facility B
Debt
Maximum Borrowing Available	€ 1,050,000	$ 1,140,000		€ 850,000	$ 925,400

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Debt - Capital Securities, 2016 Notes and Bridge Facility (Details) $ in Thousands, € in Millions		1 Months Ended						12 Months Ended
	Jul. 15, 2014	Feb. 28, 2015 USD ($)	Jan. 31, 2015 EUR (€)	Jan. 31, 2015 USD ($)	Dec. 31, 2014 EUR (€)	Dec. 31, 2014 USD ($)	Jul. 31, 2014 EUR (€)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Jan. 31, 2015 USD ($)	Jul. 31, 2014 USD ($)	Dec. 31, 2009 EUR (€)	Dec. 31, 2009 USD ($)
Debt
Principal						$ 3,034,533		$ 8,437,105	$ 3,034,533
Make-whole premium paid on redemption of debt								79,526	88,628
Interest expense								457,984	262,220	$ 217,128
Capital Securities due 2066
Debt
Amount of securities tendered for purchase			€ 704.5								$ 796,400
Amount paid to redeem securities tendered for purchase			€ 816.9	$ 869,800
Principal						910,575		$ 49,530	910,575
Redemption price (as a percent)								100.00%
Interest expense								$ 8,550	85,250	85,881
Unamortized debt issuance costs written off								$ 4,295
Capital Securities due 2066 | Through March 31, 2016
Debt
Stated interest rate (as a percent)								8.25%
Capital Securities due 2066 | EURIBOR | After March 31, 2016
Debt
Spread added to reference rate to determine variable rate (as a percent)								5.05%
5.375% Senior Secured Notes due 2016
Debt
Principal													€ 750.0	$ 816,500
Stated interest rate (as a percent)													5.375%	5.375%
Make-whole premium paid on redemption of debt						88,600
Interest expense									45,864	$ 49,770
Unamortized debt issuance costs written off						3,200			3,182
Gain recognized on settlement									10,103
5.375% Senior Secured Notes due 2016 | Interest Rate Swaps | Designated Hedges | Fair Value Hedges
Debt
Notional value of derivatives settled					€ 150.0	182,100
Gain recognized on settlement						10,100			10,100
Bridge Facility
Debt
Credit facility term							364 days
Principal												$ 10,700
Fees incurred							€ 59.1					$ 80,500
Interest expense								$ 23,717	47,577
Estimated duration	11 months 15 days
Ticking fee (as a percent)	0.25%
Additional fees incurred						$ 31,100			31,100
Unamortized debt issuance costs written off		$ 34,500						$ 34,526	$ 17,023
Bridge Facility | Euros
Debt
Percentage denominated in specified currency							45.00%					45.00%
Bridge Facility | U.S. dollars
Debt
Percentage denominated in specified currency							55.00%					55.00%

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Debt - Letters of Credit (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Debt
Borrowings	$ 8,334,173	$ 2,959,471
Letters of Credit
Debt
Letters of Credit Outstanding	$ 711,365	$ 796,397
Weighted Average Annual Cost (as a percent)	0.97%	0.94%
Senior Unsecured Uncommitted Facilities
Debt
Borrowings	$ 0	$ 0
Senior Unsecured Uncommitted Facilities | Letters of Credit
Debt
Letters of Credit Outstanding	711,365	796,397
Revolving Credit Facilities
Debt
Borrowings	$ 834,968	$ 874,625

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Debt - Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Debt
Interest expense	$ (457,984)	$ (262,220)	$ (217,128)
Interest paid	365,500	211,700	189,000
Senior Secured Notes
Debt
Interest expense	(248,407)
Revolving Credit Facilities
Debt
Interest expense	(47,789)	(14,954)	(15,121)
6.625% Senior Secured Notes due 2018
Debt
Interest expense	(40,481)	(36,961)	(36,861)
4.750% Senior Secured Notes due 2020
Debt
Interest expense	(29,941)	(24,842)	(24,633)
Bridge Facility
Debt
Interest expense	(23,717)	(47,577)
7.500% Senior Secured Notes due 2019
Debt
Interest expense	(18,651)
Term Loan Facilities due 2019
Debt
Interest expense	(15,537)
Capital Securities due 2066
Debt
Interest expense	(8,550)	(85,250)	(85,881)
5.350% Senior Secured Notes due 2023
Debt
Interest expense	(4,753)
5.500% Senior Secured Notes due 2020
Debt
Interest expense	(3,359)
5.375% Senior Secured Notes due 2016
Debt
Interest expense		(45,864)	(49,770)
Other
Debt
Interest expense	$ (16,799)	$ (6,772)	$ (4,862)

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Income Taxes - Income Before Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Components of income (loss) before provision for income taxes, determined by tax jurisdiction
United Kingdom	$ (150,475)	$ (106,536)	$ (29,132)
Income (loss) before provision for income taxes	(17,031)	340,217	459,437
Italy
Components of income (loss) before provision for income taxes, determined by tax jurisdiction
Foreign	419,116	417,212	451,716
United States
Components of income (loss) before provision for income taxes, determined by tax jurisdiction
Foreign	(379,425)	(60,932)	(102,433)
All Other
Components of income (loss) before provision for income taxes, determined by tax jurisdiction
Foreign	$ 93,753	$ 90,473	$ 139,286

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Income Taxes - Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Current:
United Kingdom	$ (5,097)	$ 528	$ 405
Total Current	188,137	247,708	235,307
Deferred:
United Kingdom	(16,242)	(8,948)	(47)
Total Deferred	(149,241)	(7,295)	(9,352)
Total provision for income taxes	38,896	240,413	225,955
Income taxes paid	199,200	211,300	229,300
Italy
Current:
Foreign	168,915	206,212	177,843
Deferred:
Foreign	1,660	8,122	24,885
United States
Current:
Foreign	(24,434)	4,750	5,295
Deferred:
Foreign	(121,032)	1,692	(24,178)
All Other
Current:
Foreign	48,753	36,218	51,764
Deferred:
Foreign	$ (13,627)	$ (8,161)	$ (10,012)

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Income Taxes - Reconciliation to Statutory Amount (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Reconciliation of the provision for income taxes with the statutory amount
Income (loss) before income tax expense		$ (17,031)	$ 340,217	$ 459,437
United Kingdom statutory tax rate (as a percent)		20.25%	21.50%	23.25%
Theoretical tax expense (benefit)		$ (3,449)	$ 73,147	$ 106,819
Foreign tax differential		(53,153)	15,768	6,597
Foreign losses with no tax benefit		7,495	12,255	12,218
Italian tax litigation settlement			19,934	38,366
IRAP and other local taxes		29,697	49,806	46,513
Italian reorganization fee		13,405	35,989
Nondeductible expenses		30,244	9,052	1,647
Foreign tax expense, net of federal benefit		9,003	10,765	10,222
Change in unrecognized tax benefits		(15,593)	427	342
Tax cost of dividends		12,888	3,903	3,618
Research and development tax credit		(4,393)	(507)	(283)
Noncontrolling interest		8,565	5,015	1,260
Other		4,187	4,859	(1,364)
Total provision for income taxes		$ 38,896	$ 240,413	$ 225,955
Effective tax rate (as a percent)		(228.40%)	70.70%	49.20%
United Kingdom
Reconciliation of the provision for income taxes with the statutory amount
Income tax expense (benefit) to adjust deferred tax assets and liabilities for changes in enacted tax rates	$ 1,400
United Kingdom | Tax Year 2015
Reconciliation of the provision for income taxes with the statutory amount
Enacted tax rate (as a percent)		20.00%
United Kingdom | Tax Year 2017
Reconciliation of the provision for income taxes with the statutory amount
Enacted tax rate (as a percent)		19.00%
United Kingdom | Tax Year 2020
Reconciliation of the provision for income taxes with the statutory amount
Enacted tax rate (as a percent)		18.00%
Italy
Reconciliation of the provision for income taxes with the statutory amount
Income tax expense (benefit) to adjust deferred tax assets and liabilities for changes in enacted tax rates	$ (11,800)
Italy | Tax Year 2015
Reconciliation of the provision for income taxes with the statutory amount
Enacted tax rate (as a percent)		27.50%
Italy | Tax Year 2017
Reconciliation of the provision for income taxes with the statutory amount
Enacted tax rate (as a percent)		24.00%

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Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets:
Net operating losses	$ 292,439	$ 162,269
Provisions not currently deductible for tax purposes	164,164	97,003
Depreciation and amortization	148,801	112,963
Jackpot timing differences	92,807
Credit carryforwards	40,578	29,047
Cash collected in excess of revenue recognized	10,184	10,102
Share-based compensation	7,690	6,841
Inventory reserves	6,820	5,025
Other	15,062	23,898
Gross deferred tax assets	778,545	447,148
Valuation allowance	(139,663)	(77,631)
Net deferred tax assets	638,882	369,517
Deferred tax liabilities:
Acquired intangible assets	1,294,816	324,623
Depreciation and amortization	178,925	179,674
Foreign exchange intra group loan	17,110	17,199
Contract penalties		24,435
Other	41,375	9,210
Total deferred tax liabilities	1,532,226	555,141
Net deferred income tax liability	(893,344)	(185,624)
Net deferred income taxes recorded in the consolidated balance sheet
Deferred income taxes - noncurrent asset	48,074	12,982
Deferred income taxes - noncurrent liability	(941,418)	(198,606)
Net deferred income tax liability	(893,344)	$ (185,624)
Carryforwards
Gross tax loss carryforwards	963,000
Tax credit carryforwards	41,000
Valuation allowance
Increase in valuation allowance	$ 62,100

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Income Taxes - Unrecognized Tax Benefits and Audits (Details) $ in Thousands, € in Millions	1 Months Ended		12 Months Ended
	Apr. 30, 2016 EUR (€)	Dec. 31, 2015 EUR (€)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Reconciliation of the beginning and ending amount of unrecognized tax benefits
Balance at beginning of year			$ 6,296	$ 7,536	$ 7,796
Current year acquisition			49,934
Additions to tax positions - current year			9,462	98	180
Reductions to tax positions - prior years			(7,733)	(1,338)	(440)
Settlements			(5,313)
Lapses in statutes of limitations			(15,276)
Balance at end of year			37,370	6,296	7,536
Unrecognized tax benefits that, if recognized, would impact effective tax rates			30,100	6,300	7,500
Interest and penalties on unrecognized tax benefits
Interest expense and penalties recognized in income tax expense			(10,000)	500	400
Accrued interest on unrecognized tax benefits as of end of year			3,700	$ 3,000	$ 2,500
Non-U.S.
Income taxes
Undistributed earnings of non-U.S. subsidiaries			$ 1,600,000
Italy | Tax Years 2006 Through 2010
Tax audits
Alleged taxes, penalties and adjustments | €		€ 200.0
Italy | Tax Years 2011 Through 2014
Tax audits
Alleged taxes, penalties and adjustments | €	€ 275.0
Alleged improper deduction of VAT | €	€ 140.0

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Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Defined Contribution Plan
Expense recognized related to the matching contribution	$ 10.8	$ 5.6	$ 5.3
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]
Net benefit expense	6.8	6.4	6.5
Present value of the defined benefit obligation	$ 11.2	$ 11.9	$ 10.9

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Commitments and Contingencies - Lease Commitments (Details) $ in Thousands		12 Months Ended
	Dec. 30, 2015	Dec. 31, 2015 USD ($) item	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Lease Commitments
Contingent rental payments		$ 0	$ 0	$ 0
Rent and lease expense		60,800	$ 57,400	$ 50,100
Minimum rental amounts due under non-cancelable leases, Operating
2016		71,684
2017		44,645
2018		37,247
2019		30,135
2020		23,276
Thereafter		77,426
Total minimum payments		284,413
Minimum rental amounts due under non-cancelable leases capitalized leases
2016		13,874
2017		13,772
2018		6,992
2019		6,664
2020		5,862
Thereafter		14,526
Total minimum payments		61,690
Less amount represent interest		(16,618)
Capitalized lease obligation		45,072
Minimum rental amounts due under non-cancelable leases
2016		85,558
2017		58,417
2018		44,239
2019		36,799
2020		29,138
Thereafter		91,952
Total minimum payments		$ 346,103
Facility leases | Operating headquarters facility in Providence, Rhode Island
Facility capital lease
Period of base rent to calculate termination fee		6 months
Number of lease extension options | item		2
Period of each extension option		10 years
Useful life		P40Y
Facility leases | Facility in Las Vegas, Nevada
Sale and Leaseback Transactions
Sale-leaseback agreement term	P15Y

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Commitments and Contingencies - Jackpot Commitments (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Jackpot Liabilities
Current liabilities	$ 110,979
Non-current liabilities	226,264
Total jackpot liabilities	337,243
Jackpot Liabilities
Future jackpot payments
2016	110,873
2017	49,309
2018	35,025
2019	31,288
2020	27,715
Thereafter	144,157
Future payments due	398,367
Unamortized discounts	(61,124)
Total liabilities	337,243
Jackpot Liabilities, Previous Winners
Future jackpot payments
2016	50,370
2017	39,564
2018	34,440
2019	30,703
2020	27,130
Thereafter	135,387
Future payments due	317,594
Jackpot Liabilities, Future Winners
Future jackpot payments
2016	60,503
2017	9,745
2018	585
2019	585
2020	585
Thereafter	8,770
Future payments due	$ 80,773

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Commitments and Contingencies - Bonds and Guarantees (Details) $ in Thousands, THB in Millions	1 Months Ended	12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2015 USD ($) contract	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2015 THB	Dec. 31, 2015 USD ($)
Bonds and Guarantees
Maximum potential commitments						$ 531,062
Loxley GTECH Technology Co., LTD
Bonds and Guarantees
Ownership in joint venture (as a percent)					49.00%	49.00%
Other owner's percentage ownership in joint venture					51.00%	51.00%
Performance bonds
Bonds and Guarantees
Term of bonds		1 year
Maximum potential commitments						$ 474,724
Litigation bonds
Bonds and Guarantees
Maximum potential commitments						37,084
All other bonds
Bonds and Guarantees
Maximum potential commitments						19,254
Minimum profit contracts
Bonds and Guarantees
Number of contracts | contract		3
Minimum profit contracts | Illinois Contract
Bonds and Guarantees
Shortfall payments		$ 10,000
Reductions to service revenue		10,000	$ 55,500	$ 42,000
Minimum profit contracts | Illinois Contract, 2012 Fiscal Year
Bonds and Guarantees
Shortfall payments	$ 21,800
Minimum profit contracts | Illinois Contract, 2013 Fiscal Year
Bonds and Guarantees
Shortfall payments	38,600
Minimum profit contracts | Illinois Contract, 2014 Fiscal Year
Bonds and Guarantees
Shortfall payments	$ 37,100
Minimum profit contracts | Indiana Contract
Bonds and Guarantees
Shortfall payments		18,300
Reductions to service revenue		8,000	$ 8,800	$ 800
Minimum profit contracts | New Jersey Contract
Bonds and Guarantees
Shortfall payments		$ 15,400
Guarantee of unrelated issuer's performance bonds | Loxley GTECH Technology Co., LTD
Bonds and Guarantees
Maximum potential commitments					THB 375	$ 10,400

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Commitments and Contingencies - Legal Proceedings (Details) € in Millions			1 Months Ended		2 Months Ended	12 Months Ended
	Apr. 12, 2016 EUR (€)	Dec. 09, 2014 individual	Feb. 29, 2016	Dec. 31, 2015 EUR (€)	Jan. 31, 2016 lawsuit	Dec. 31, 2015 BRL individual	Dec. 31, 2015 USD ($) individual	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Tax settlement payments made								$ 19,934,000	$ 38,366,000
Texas Fun 5's Instant Ticket Game
Number of lawsuits filed | lawsuit					3
Steele, et al. v. GTECH Corporation
Number of individuals claiming damages | individual		518				1,000	1,000
Steele, et al. v. GTECH Corporation | Minimum
Damages claimed							$ 500,000,000
Nettles v. GTECH Corporation | Minimum
Damages claimed							4,000,000
McDonald v. GTECH Corporation | Minimum
Damages claimed							500,000
Italian Tax Matters
Alleged taxes, penalties and interest adjustments | €	€ 275.0			€ 200.0
Appeal period				60 days
Extension of appeal period			90 days
Alleged improper deduction of VAT | €	€ 140.0
Brazil ICMS Tax
Alleged taxes, penalties and interest adjustments						BRL 131,600,000	33,200,000
Brazil Icms Tax, Base Tax Obligation
Alleged taxes, penalties and interest adjustments						22,910,722	5,800,000
Brazil Icms Tax, Interest, Penalties and Fees
Alleged taxes, penalties and interest adjustments | BRL						BRL 108,700,000
Legal Proceedings
Provisions for litigation matters							$ 17,700,000

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Shareholders' Equity - Common Stock Outstanding (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Apr. 07, 2015 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 $ / shares shares	Dec. 31, 2013 shares	Apr. 07, 2015 € / shares
Common Stock
Common stock, shares authorized		1,850,000,000
Common stock, par value (in dollars or Euros per share) | $ / shares		$ 0.10	$ 1.24
Shares of common stock outstanding
Beginning balance		172,792,526	173,992,168	172,454,507
Shares issued upon acquisition of IGT		45,322,614
GTECH rescission shares		(19,734,245)
Shares issued upon exercise of stock options		744,374	304,619	1,198,191
Shares issued under restricted stock award plans		1,118,970	679,242	339,470
Treasury stock purchases			(2,183,503)
Ending balance		200,244,239	172,792,526	173,992,168
Payment to shareholders for cash exit right exercised | $		$ 407,759
IGT
Shares of common stock outstanding
Number of IGT PLC shares issued for each GTECH share	1
Payment to shareholders for cash exit right exercised | $	$ 407,800
GTECH
Common Stock
Common stock, par value (in dollars or Euros per share) | € / shares					€ 1.00
GTECH | IGT
Shares of common stock outstanding
Cash exit right (in euros per share) | $ / shares	$ 19.174
Cash exit right exercised, number of shares	19,796,852
Cash exit right exercised, shares purchased by other shareholders	62,607

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Shareholders' Equity - Treasury Stock Purchases (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2014 USD ($) shares
Treasury Stock Purchases
Maximum Shares Authorized for Purchase	18,458,931
Shares Acquired	2,183,503
Purchase Price | $	$ 53,160
June Program
Treasury Stock Purchases
Maximum Shares Authorized for Purchase	1,782,426
Shares Acquired	1,782,426
Purchase Price | $	$ 43,380
October Program
Treasury Stock Purchases
Maximum Shares Authorized for Purchase	16,676,505
Shares Acquired	401,077
Purchase Price | $	$ 9,780

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Shareholders' Equity - Dividends and Restrictions (Details) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2015 $ / shares	Sep. 30, 2015 $ / shares	Dec. 31, 2014 € / shares	Dec. 31, 2014 $ / shares	Jun. 30, 2014 € / shares	Jun. 30, 2014 $ / shares	Jun. 30, 2013 € / shares	Jun. 30, 2013 $ / shares	Dec. 31, 2015 USD ($) $ / shares	Dec. 31, 2014 € / shares	Dec. 31, 2014 $ / shares	Dec. 31, 2013 € / shares	Dec. 31, 2013 $ / shares
Dividends
Cash dividends declared per share | (per share)	$ 0.20	$ 0.20	€ 0.75	$ 0.93	€ 0.75	$ 1.04	€ 0.73	$ 0.95	$ 0.40	€ 1.50	$ 1.97	€ 0.73	$ 0.95
Maximum
Dividends
Maximum aggregate dividends and repurchases in each calendar year, per debt agreement terms									$ 400
Minimum
Dividends
Maximum aggregate dividends and repurchases in each calendar year, per debt agreement terms									$ 300

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Non-Controlling Interests (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Non-Controlling Interests
Non-controlling interests' share of equity	$ 348,494	$ 377,883
Lotterie Nazionali S.r.l.
Non-Controlling Interests
Ownership percentage	64.00%
Northstar New Jersey Lottery Group, LLC
Non-Controlling Interests
Ownership percentage	82.31%

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Segment Information - Segments (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($) segment region	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Segment information
Number of reportable operating segments | segment	4
Number of regions | region	3
Service revenue	$ 3,977,693	$ 3,489,969	$ 3,460,516
Product sales	711,363	322,342	369,118
Total revenue	4,689,056	3,812,311	3,829,634
Operating income (loss)	539,956	715,051	683,976
Depreciation	369,564	323,729	331,531
Amortization	410,264	148,823	134,149
Expenditures for long-lived assets	(318,394)	(262,842)	(258,461)
Long-lived assets	1,477,195	1,209,968
Total assets	15,114,692	8,435,297
North America Gaming and Interactive
Segment information
Service revenue	780,189	45,575	37,425
Product sales	321,618	86,926	154,717
Total revenue	1,101,807	132,501	192,142
Operating income (loss)	294,256	1,054	(11,154)
Depreciation	70,428	24,915	21,167
Amortization	8,490	802	275
Expenditures for long-lived assets	(82,834)	(25,454)	(18,920)
Long-lived assets	403,482	84,424
Total assets	6,077,680	374,806
North America Lottery
Segment information
Service revenue	992,684	865,023	826,936
Product sales	52,986	75,074	55,606
Total revenue	1,045,670	940,097	882,542
Operating income (loss)	182,615	74,293	82,727
Depreciation	154,429	151,421	154,616
Amortization	264	263	66
Expenditures for long-lived assets	(107,854)	(111,325)	(97,978)
Long-lived assets	616,760	646,631
Total assets	2,476,112	2,343,289
International
Segment information
Service revenue	512,004	473,653	481,176
Product sales	341,070	156,976	155,021
Total revenue	853,074	630,629	636,197
Operating income (loss)	164,949	156,295	140,844
Depreciation	43,352	38,631	41,103
Amortization	1,435	396
Expenditures for long-lived assets	(93,666)	(43,716)	(44,290)
Long-lived assets	236,043	184,553
Total assets	2,950,807	1,868,190
Italy
Segment information
Service revenue	1,702,174	2,104,996	2,114,257
Product sales	1,872	3,366	3,774
Total revenue	1,704,046	2,108,362	2,118,031
Operating income (loss)	554,937	711,881	647,812
Depreciation	80,145	97,778	100,529
Amortization	66,120	74,844	68,089
Expenditures for long-lived assets	(22,422)	(78,858)	(95,788)
Long-lived assets	220,910	294,360
Total assets	2,855,797	3,367,591
Segment Total
Segment information
Service revenue	3,987,051	3,489,247	3,459,794
Product sales	717,546	322,342	369,118
Total revenue	4,704,597	3,811,589	3,828,912
Operating income (loss)	1,196,757	943,523	860,229
Depreciation	348,354	312,745	317,415
Amortization	76,309	76,305	68,430
Expenditures for long-lived assets	(306,776)	(259,353)	(256,976)
Long-lived assets	1,477,195	1,209,968
Total assets	14,360,396	7,953,876
Corporate support
Segment information
Operating income (loss)	(292,371)	(150,268)	(98,138)
Depreciation	12,847	4,306	4,243
Amortization	266	269	269
Expenditures for long-lived assets	(11,618)	(3,489)	(1,485)
Total assets	754,296	481,421
Purchase Accounting
Segment information
Service revenue	(9,358)	722	722
Product sales	(6,183)
Total revenue	(15,541)	722	722
Operating income (loss)	(364,430)	(78,204)	(78,115)
Depreciation	8,363	6,678	9,873
Amortization	$ 333,689	$ 72,249	$ 65,450

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Segment Information - Geographical Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Revenue from external customers and long-lived assets information:
Revenue from external customers	$ 4,689,056	$ 3,812,311	$ 3,829,634
Long-lived assets	1,477,195	1,209,968
Italy
Revenue from external customers and long-lived assets information:
Revenue from external customers	1,712,583	2,119,303	2,138,524
Long-lived assets	202,971	276,572
United States
Revenue from external customers and long-lived assets information:
Revenue from external customers	2,030,251	1,024,917	916,307
Long-lived assets	976,439	726,126
United Kingdom
Revenue from external customers and long-lived assets information:
Revenue from external customers	93,839	93,366	88,196
Long-lived assets	46,658	40,187
All Other
Revenue from external customers and long-lived assets information:
Revenue from external customers	852,383	574,725	$ 686,607
Long-lived assets	$ 251,127	$ 167,083

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Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Fixed assets
Depreciation expense	$ 369,564	$ 323,729	$ 331,531
Systems, equipment and other assets relating to contracts ("Contract Assets")
Fixed assets
Depreciation expense	329,218	305,881	313,911
Property, plant and equipment ("Non-Contract Assets")
Fixed assets
Depreciation expense	$ 40,346	$ 17,848	$ 17,620

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Transaction Expense, net (Details) $ in Thousands, € in Millions	1 Months Ended		12 Months Ended
	Jul. 31, 2014 EUR (€)	Jul. 31, 2014 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Jul. 31, 2014 USD ($)
Transaction Expense, Net
Acquisition costs			$ 49,396	$ 43,972
Gain on sale of business				(8,636)
Transaction expense, net			49,396	35,336
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sports and events ticketing business
Transaction Expense, Net
Gain on sale of business	€ (5.7)	$ (8,600)
Consideration received for sale of business	€ 13.9				$ 18,600
IGT
Transaction Expense, Net
Acquisition costs			$ 49,400	$ 44,000

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Accumulated Other Comprehensive Income - Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Changes in accumulated other comprehensive income (loss) (AOCI):
Balance, beginning of period	$ 2,947,720	$ 3,367,307	$ 3,295,901
Tax effect	(17,259)	(20,009)	6,943
Other comprehensive income (loss)	39,331	47,827	(45,497)
Balance, end of period	3,366,142	2,947,720	3,367,307
Foreign Currency Translation
Changes in accumulated other comprehensive income (loss) (AOCI):
Balance, beginning of period	158,131	113,362	158,791
OCI before reclassifications	60,079	62,514	(52,331)
Tax effect	(14,024)	(17,745)	6,902
Other comprehensive income (loss)	46,055	44,769	(45,429)
Balance, end of period	204,186	158,131	113,362
Cash Flow Hedges
Changes in accumulated other comprehensive income (loss) (AOCI):
Balance, beginning of period	971	(1,330)	697
OCI before reclassifications	(594)	4,059	(1,780)
Amounts reclassified from AOCI	(244)	(640)	(1,011)
Tax effect	254	(1,118)	764
Other comprehensive income (loss)	(584)	2,301	(2,027)
Balance, end of period	387	971	(1,330)
Hedge of Net Investment
Changes in accumulated other comprehensive income (loss) (AOCI):
Balance, beginning of period	(4,499)	(5,559)	(5,892)
OCI before reclassifications		1,861	494
Tax effect	(64)	(801)	(161)
Other comprehensive income (loss)	(64)	1,060	333
Balance, end of period	(4,563)	(4,499)	(5,559)
Available for Sale Securities
Changes in accumulated other comprehensive income (loss) (AOCI):
Balance, beginning of period	5,019	2,989	220
OCI before reclassifications	(3,046)	2,845	3,913
Tax effect	(3,259)	(815)	(1,144)
Other comprehensive income (loss)	(6,305)	2,030	2,769
Balance, end of period	(1,286)	5,019	2,989
Defined Benefit Plans
Changes in accumulated other comprehensive income (loss) (AOCI):
Balance, beginning of period	(4,356)	(2,771)	(1,628)
OCI before reclassifications	395	(2,055)	(1,725)
Tax effect	(166)	470	582
Other comprehensive income (loss)	229	(1,585)	(1,143)
Balance, end of period	(4,127)	(4,356)	(2,771)
Share of OCI of Associate
Changes in accumulated other comprehensive income (loss) (AOCI):
Balance, beginning of period	(748)
OCI before reclassifications		(748)
Other comprehensive income (loss)		(748)
Balance, end of period	(748)	(748)
Non Controlling Interests
Changes in accumulated other comprehensive income (loss) (AOCI):
Balance, beginning of period	377,883	551,926	505,989
OCI before reclassifications	(304)	905	(229)
Other comprehensive income (loss)	(304)	905	(229)
Balance, end of period	348,494	377,883	551,926
Less: OCI attributable to non-controlling interest
Changes in accumulated other comprehensive income (loss) (AOCI):
Balance, beginning of period	(685)	(1,590)	(1,361)
Balance, end of period	(989)	(685)	(1,590)
Accumulated Other Comprehensive Income
Changes in accumulated other comprehensive income (loss) (AOCI):
Balance, beginning of period	155,203	108,281	153,549
OCI before reclassifications	57,138	67,571	(51,200)
Amounts reclassified from AOCI	(244)	(640)	(1,011)
Tax effect	(17,259)	(20,009)	6,943
Other comprehensive income (loss)	39,635	46,922	(45,268)
Balance, end of period	$ 194,838	$ 155,203	$ 108,281

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Accumulated Other Comprehensive Income - Reclassification (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Amounts reclassified from AOCI to the consolidated statements of operations
Service revenue	$ 3,977,693	$ 3,489,969	$ 3,460,516
Accumulated Other Comprehensive Income | Reclassification out of AOCI
Amounts reclassified from AOCI to the consolidated statements of operations
Service revenue	$ 200	$ 600	$ 1,000

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Stock-Based Compensation - Incentive Plans (Details) shares in Millions	12 Months Ended
	Dec. 31, 2015 shares
Stock Options | Chief Executive Officer
Stock-Based Compensation
Vesting period	2 years
Contractual term	7 years
Performance share units (PSUs)
Stock-Based Compensation
Contractual term	10 years
Performance share units (PSUs) | One-year period
Stock-Based Compensation
Vesting period	1 year
Vesting percentage	50.00%
Performance share units (PSUs) | Two-year period
Stock-Based Compensation
Vesting period	2 years
Vesting percentage	50.00%
Restricted Stock Units (RSUs)
Stock-Based Compensation
Vesting period	1 year
Contractual term	10 years
2015 Equity Incentive Plan
Stock-Based Compensation
Maximum number of shares that may be granted under the Plan	11.5
Old Plans
Stock-Based Compensation
Shares available for issuance under the Plan	0.2
Number of shares issued under the Plan	0.0

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Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Stock Options
Beginning balance (in shares)	7,012,341
Granted (in shares)	250,000
Forfeited (in shares)	(911,028)
Exercised (in shares)	(744,374)	(304,619)	(1,198,191)
Expired (in shares)	(13,836)
Ending balance (in shares)	5,593,103	7,012,341
Vested and expected to vest (in shares)	4,832,561
Exercisable (in shares)	2,252,804
Weighted Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 18.11
Granted (in dollars per share)	15.53
Forfeited (in dollars per share)	19.18
Exercised (in dollars per share)	14.49
Expired (in dollars per share)	15.29
Ending balance (in dollars per share)	18.31	$ 18.11
Vested and expected to vest (in dollars per share)	17.89
Exercisable (in dollars per share)	$ 15.04
Weighted Average Remaining Contractual Term
Outstanding, Weighted Average Remaining Contractual Term	3 years 1 month 6 days
Vested and expected to vest, Weighted Average Remaining Contractual Term	2 years 11 months 27 days
Exercisable, Weighted Average Remaining Contractual Term	1 year 8 months 12 days
Aggregate Intrinsic Value
Vested and expected to vest, Aggregate Intrinsic Value (in dollars)	$ 2,576
Exercisable, Aggregate Intrinsic Value (in dollars)	(8,241)
Total intrinsic value of options exercised (in dollars)	$ 3,300	$ 2,800	$ 11,800
Fair Value of Stock Options Granted
Weighted average grant date fair value of stock options granted (in dollars per share)	$ 2.31	$ 3.08	$ 4.64
Stock Options
Fair Value of Stock Options Granted
Exercise price (in dollars per share)	$ 15.53	$ 25.03	$ 26.59
Expected option term	2 years 4 months 17 days	4 years 5 months 27 days	4 years 6 months 15 days
Expected volatility of the Company's stock (as a percent)	35.00%	27.72%	28.09%
Risk-free interest rate (as a percent)	1.06%	0.25%	0.58%
Dividend yield (as a percent)	5.15%	3.63%	4.27%

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Stock-Based Compensation - Stock Awards (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Performance share units (PSUs)
Stock Award Activity
Beginning balance (in shares)	2,265,375
Granted (in shares)	2,204,963	426,625	618,005
Vested (in shares)	(768,037)
Forfeited (in shares)	(402,907)
Ending balance (in shares)	3,299,394	2,265,375
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 22.39
Granted (in dollars per share)	7.58	$ 23.31	$ 28.52
Vested (in dollars per share)	17.90
Forfeited (in dollars per share)	22.73
Ending balance (in dollars per share)	$ 13.50	$ 22.39
Stock awards, related information
Unrecognized cost for nonvested awards (in dollars)	$ 20,053,000
Weighted average future recognition period	1 year 6 months 29 days
Total vest-date fair value of stock awards vested (in dollars)	$ 13,400,000.0	$ 11,700,000.0	$ 16,300,000.0
Restricted Stock Units (RSUs)
Stock Award Activity
Granted (in shares)	1,538,583
Vested (in shares)	(530,880)	0	0
Forfeited (in shares)	(107,661)
Ending balance (in shares)	900,042
Weighted Average Grant Date Fair Value
Granted (in dollars per share)	$ 19.52
Vested (in dollars per share)	19.57
Forfeited (in dollars per share)	19.57
Ending balance (in dollars per share)	$ 19.49
Stock awards, related information
Unrecognized cost for nonvested awards (in dollars)	$ 3,917,000
Weighted average future recognition period	4 months 24 days
Total vest-date fair value of stock awards vested (in dollars)	$ 8,400,000.0

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Stock-Based Compensation - Modifications (Details) $ in Millions	3 Months Ended
	Dec. 31, 2015 USD ($) employee	Mar. 31, 2015 employee	Jun. 30, 2014 USD ($) employee
Stock-Based Compensation
Number of employees affected by modification of awards | employee	223	58	221
Incremental compensation cost due to modifications | $	$ 14.6		$ 26.0

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Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Stock-Based Compensation Expense
Share-based compensation expense before income taxes	$ 36,067	$ 13,823	$ 11,301
Income tax benefit	15,349	4,711	4,122
Total share-based compensation, net of tax	20,718	9,112	7,179
Cost of services
Stock-Based Compensation Expense
Share-based compensation expense before income taxes	602	970	762
Cost of sales
Stock-Based Compensation Expense
Share-based compensation expense before income taxes	675	60	48
Selling, general and administrative
Stock-Based Compensation Expense
Share-based compensation expense before income taxes	15,700	12,127	9,993
Research and development
Stock-Based Compensation Expense
Share-based compensation expense before income taxes	4,223	666	498
Operating expenses, excluding transaction expense, net
Stock-Based Compensation Expense
Share-based compensation expense before income taxes	21,200	$ 13,823	$ 11,301
Transaction expense, net
Stock-Based Compensation Expense
Share-based compensation expense before income taxes	$ 14,867

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Other Expense (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Feb. 28, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Other expense
Tender premium			$ (73,806)	$ (88,628)
Total debt related			(117,877)	(106,203)
Other			(11,564)	(12,926)	$ (14,972)
Total other expense			(129,441)	(119,129)	$ (14,972)
Capital Securities due 2066
Other expense
Tender premium			(73,376)
Unamortized debt issuance cost			(4,295)
Fees			(2,040)
Total debt related			(79,711)
Bridge Facility
Other expense
Unamortized debt issuance cost	$ (34,500)		(34,526)	(17,023)
Fees			(3,640)
Total debt related			$ (38,166)	(17,023)
5.375% Senior Secured Notes due 2016
Other expense
Tender premium				(88,628)
Unamortized debt issuance cost		$ (3,200)		(3,182)
Gain recognized on settlement				10,103
Total debt related				(81,707)
Term loan facility and Revolver B
Other expense
Unamortized debt issuance cost				(3,542)
Notes due 2018 and 2020
Other expense
Debt modification				$ (3,931)

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Earnings Per Share - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Numerator:
Net (loss) income attributable to IGT PLC	$ (75,574)	$ 86,162	$ 201,605
Denominator:
Weighted average shares, basic	192,398	173,792	173,315
Incremental shares under stock based compensation plans		698	329
Weighted average shares, diluted	192,398	174,490	173,644
Basic earnings (loss) per share attributable to IGT (in dollars per share)	$ (0.39)	$ 0.50	$ 1.16
Diluted earnings (loss) per share attributable to IGT (in dollars per share)	$ (0.39)	$ 0.49	$ 1.16

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Earnings Per Share - Antidilutive Securities (Details) - shares shares in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted earnings per share	1.1	0.0	0.5
Stock options and unvested restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted earnings per share	1.5

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Related Party Transactions - Receivable and Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Amounts receivable from and payable to related parties
Total related party receivables	$ 20,727	$ 78,435
Total related party payables	40,351	154,367
De Agostini Group
Amounts receivable from and payable to related parties
Tax related receivables	1,286	47,405
Trade receivables	8	91
Total related party receivables	1,294	47,496
Tax related payables	35,627	148,609
Trade payables	3,354	3,260
Total related party payables	38,981	151,869
Ringmaster S.r.l. | Joint venture
Amounts receivable from and payable to related parties
Trade receivables		84
Total related party receivables		84
Trade payables	524	1,509
Total related party payables	524	1,509
OPAP S.A. | Entity with common director or management figure
Amounts receivable from and payable to related parties
Trade receivables	2,086	205
Total related party receivables	2,086	205
Autogrill S.p.A | Entity with common director or management figure
Amounts receivable from and payable to related parties
Trade receivables	17,347	30,650
Total related party receivables	17,347	30,650
Trade payables	846	989
Total related party payables	$ 846	$ 989

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Related Party Transactions - Transactions and Investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Nov. 24, 2015
Related Party Transactions
Service revenue and product sales	$ 10,356	$ 11,902	$ 7,897
Operating costs	16,223	19,715	19,778
De Agostini Group
Related Party Transactions
Service revenue and product sales	21	380	94
Operating costs	569	1,266	7,324
Entity with common director or management figure | Autogrill S.p.A
Related Party Transactions
Service revenue and product sales	6,060	7,834	7,474
Entity with common director or management figure | OPAP S.A.
Related Party Transactions
Service revenue and product sales	$ 4,036	3,153
Ownership interest held by related party investee (as a percent)	33.00%
Entity with common director or management figure | Willis Towers Watson
Related Party Transactions
Payments for insurance coverage	$ 5,000	3,300	3,200
Ringmaster S.r.l. | Joint venture
Related Party Transactions
Service revenue and product sales	239	535	329
Operating costs	$ 12,651	14,808	9,064
Equity method ownership interest (as a percent)	50.00%
Assicurazioni Generali S.p.A. | Entity with common director or management figure
Related Party Transactions
Operating costs	$ 3,003	3,641	$ 3,390
CLS-GTECH Company Limited | Joint venture
Related Party Transactions
Equity method ownership interest (as a percent)	50.00%
Yeonama Holdings Co. Limited | Entity with common director or management figure
Related Party Transactions
Ownership interest accounted for at fair value (as a percent)	30.00%
Connect Ventures One LP | Entity with common director or management figure
Related Party Transactions
Amount of investment	$ 4,700	$ 3,600
Connect Ventures Two LP | Entity with common director or management figure
Related Party Transactions
Amount of investment				$ 500

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Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Supplemental Cash Flow Information
Equity consideration related to IGT acquisition	$ (928,884)
Capital expenditures	(32,879)	$ (17,512)	$ (47,663)
Non-cash investing activities, net	$ (961,763)	(17,512)	(47,663)
Dividends declared		(156,922)
Note consent fees		(34,756)
Capital increase - noncontrolling interest		14,731	4,143
Non-cash financing activities, net		$ (176,947)	$ 4,143

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Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Allowance for doubtful accounts
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ 91,819	$ 99,657	$ 93,638
Amounts charged (credited) to expense	10,021	6,472	20,237
Deductions from allowance	(25,703)	(14,310)	(14,218)
Balance at end of period	76,137	91,819	99,657
Allowance for liquidated damages
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	6,317	7,583	12,477
Amounts charged (credited) to expense	13,518	5,247	7,102
Deductions from allowance	(10,224)	(6,513)	(11,996)
Balance at end of period	9,611	6,317	7,583
Inventory reserves
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	9,895	9,804	10,175
Amounts charged (credited) to expense	23,502	617	1,700
Deductions from allowance	(6,353)	(526)	(2,071)
Balance at end of period	27,044	9,895	9,804
Valuation allowance for deferred tax assets
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	77,631	86,742	83,542
Amounts charged (credited) to expense	62,032	(9,111)	3,200
Balance at end of period	$ 139,663	$ 77,631	$ 86,742