United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-Q

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 28, 2014
(Presented as June 30, 2014)

OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number 001-10684
 
International Game Technology

(Exact name of registrant as specified in its charter)
Nevada
88-0173041
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

6355 South Buffalo Drive, Las Vegas, Nevada 89113
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (702) 669-7777

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.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer [X]
Accelerated filer [ ]
 
 
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

The number of shares outstanding of each of the registrant's classes of common stock, as of August 1, 2014:

247.2 million shares of common stock at $.00015625 par value
1
TABLE OF CONTENTS


GLOSSARY OF TERMS AND ABBREVIATIONS (as used in this document)
3
 
PART I – FINANCIAL INFORMATION
 
 
 
Item 1.       Unaudited Consolidated Interim Financial Statements
4
 
 
 
Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations
28
 
 
 
Item 3.       Quantitative and Qualitative Disclosures about Market Risk
43
 
 
 
Item 4.       Controls and Procedures
43
 
 
 
PART II – OTHER INFORMATION
 
Item 1.       Legal Proceedings
44
 
 
 
Item 1A.    Risk Factors
44
 
 
 
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds
46
 
 
 
Item 3.       Defaults Upon Senior Securities
46
 
 
 
Item 4.       Mine Safety Disclosures
46
 
 
 
Item 5.       Other Information
46
 
 
 
Item 6.       Exhibits
47

2
GLOSSARY OF TERMS AND ABBREVIATIONS (as used in this document)


Abbreviation/term 
Definition 
Fiscal dates -- as presented
Fiscal dates--actual
June 30, 2014
June 28, 2014
June 30, 2013
June 29, 2013
September 30, 2013
September 28, 2013
 
 
AOCI
accumulated other comprehensive income (loss)
APIC
additional paid-in-capital
ASP
average sales price per machine unit
ASU
Accounting Standards Update
5.35% Bonds
5.35% fixed rate notes due 2023
5.5% Bonds 
5.5% fixed rate notes due 2020
7.5% Bonds 
7.5% fixed rate notes due 2019
bps
basis points
CDS
central determination system
CEO
chief executive officer
CFO
chief financial officer
DAU
Daily Active Users
DCF
discounted cash flow
DoubleDown
Double Down Interactive LLC
EBITDA
earnings before interest, taxes, depreciation, and amortization
EPS
earnings per share
Exchange Act
Securities Exchange Act of 1934, as amended
FASB
Financial Accounting Standards Board
FV
fair value
GAAP
generally accepted accounting principles
IGT, we, our, the Company
International Game Technology and its consolidated entities
IGT rgs™ 
IGT Remote Game Server™ 
IP
intellectual property
IRS
Internal Revenue Service
LBG
Lightning Box Games Pty
LIBOR
London inter-bank offered rate
MAU
Monthly Active Users
MDA
management's discussion and analysis of financial condition and results of operations
pp
percentage points
R&D
research and development
SEC
Securities and Exchange Commission
SIP
2002 Stock Incentive Plan
SG&A
sales, general and administrative
TITO
Ticket-In-Ticket-Out
UK
United Kingdom
US
United States
UTBs
unrecognized tax benefits
VIE
variable interest entity
VWAP
average daily volume weighted average price
VLT
video lottery terminal
WAP
wide area progressive
WMS
WMS Gaming, Inc.
Yield
average revenue per unit per day
*
not meaningful (in tables)


3
PART I – FINANCIAL INFORMATION

Item 1.
Unaudited Consolidated Interim Financial Statements
 
 
 
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
5
 
 
CONSOLIDATED BALANCE SHEETS
6
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
7
 
 
SUPPLEMENTAL CASH FLOWS INFORMATION
8
 
 
NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
9
 
 
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9
 
 
 
2.
VARIABLE INTERESTS AND AFFILIATES
10
 
 
 
3.
RECEIVABLES
11
 
 
 
4.
CONCENTRATIONS OF CREDIT RISK
12
 
 
 
5.
INVENTORIES
12
 
 
 
6.
PROPERTY, PLANT AND EQUIPMENT
12
 
 
 
7.
GOODWILL AND OTHER INTANGIBLES
13
 
 
 
8.
FAIR VALUE MEASUREMENTS
14
 
 
 
9.
DERIVATIVE INSTRUMENTS
16
 
 
 
10.
CREDIT FACILITIES AND INDEBTEDNESS
17
 
 
 
11.
CONTINGENCIES
18
 
 
 
12.
INCOME TAXES
21
 
 
 
13.
EMPLOYEE BENEFIT PLANS
22
 
 
 
14.
EARNINGS PER SHARE
23
 
 
 
15.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
24
 
 
 
16.
BUSINESS SEGMENTS
25
 
 
 
17.
IMPAIRMENT AND RESTRUCTURING
26
 
 
 
18.
BUSINESS ACQUISITION
26
 
 
 
19.
SUBSEQUENT EVENT
27

4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(See Accompanying Notes)
 
  
Third Quarters
    
Nine Months
  
Periods Ended June 30,
  
2014
    
2013
    
2014
    
2013
  
 
  
(In millions, except per share amounts)
  
REVENUES
  
   
   
   
 
Gaming operations
  
$
217.6
    
$
247.3
    
$
671.0
    
$
744.3
  
Product sales
    
166.9
      
259.2
      
613.1
      
772.9
  
Interactive
    
83.1
      
72.5
      
237.5
      
192.0
  
Total
    
467.6
      
579.0
      
1,521.6
      
1,709.2
  
 
                                
COSTS AND OPERATING EXPENSES
                                
Cost of gaming operations
    
82.5
      
95.6
      
259.3
      
282.7
  
Cost of product sales
    
69.4
      
119.3
      
284.8
      
363.7
  
Cost of interactive
    
30.8
      
26.9
      
90.1
      
75.1
  
Selling, general and administrative
    
103.3
      
114.4
      
345.2
      
325.0
  
Research and development
    
53.4
      
59.8
      
172.1
      
172.3
  
Depreciation and amortization
    
16.4
      
19.3
      
49.7
      
58.0
  
Contingent acquisition-related costs
    
2.2
      
19.2
      
17.2
      
58.6
  
Impairment and restructuring
    
-
      
1.5
      
17.8
      
3.1
  
Total
    
358.0
      
456.0
      
1,236.2
      
1,338.5
  
 
                                
OPERATING INCOME
    
109.6
      
123.0
      
285.4
      
370.7
  
 
                                
OTHER INCOME (EXPENSE)
                                
Interest income
    
10.4
      
11.5
      
31.2
      
34.0
  
Interest expense
    
(26.6
)
    
(30.5
)
    
(99.9
)
    
(92.4
)
Other  
    
0.7
      
(6.7
)
    
(4.6
)
    
(9.6
)
Total 
    
(15.5
)
    
(25.7
)
    
(73.3
)
    
(68.0
)
 
                                
INCOME BEFORE TAX
    
94.1
      
97.3
      
212.1
      
302.7
  
 
                                
Income tax provision
    
22.0
      
31.6
      
35.0
      
93.5
  
 
                                
NET INCOME
  
$
72.1
    
$
65.7
    
$
177.1
    
$
209.2
  
 
                                
OTHER COMPREHENSIVE INCOME (LOSS)
                                
Foreign currency translation adjustment
    
(1.5
)
    
(10.1
)
    
(3.1
)
    
(15.2
)
Unrealized gain (loss), net of tax
    
(0.2
)
    
4.4
      
(0.6
)
    
4.4
  
 
                                
COMPREHENSIVE INCOME
  
$
70.4
    
$
60.0
    
$
173.4
    
$
198.4
  
 
                                
EARNINGS PER SHARE
                                
Basic
  
$
0.29
    
$
0.25
    
$
0.71
    
$
0.79
  
Diluted 
    
0.29
      
0.25
      
0.71
      
0.79
  
 
                                
CASH DIVIDENDS DECLARED PER SHARE
  
$
0.11
    
$
0.09
    
$
0.33
    
$
0.24
  
 
                                
WEIGHTED AVERAGE SHARES OUTSTANDING
                                
Basic
    
247.0
      
260.6
      
249.1
      
263.4
  
Diluted
    
247.9
      
263.2
      
250.8
      
265.6
  

5
CONSOLIDATED BALANCE SHEETS
(See Accompanying Notes)
 
  
June 30, 2014
    
September 30, 2013
  
 
  
(In millions, except par value)
  
ASSETS
  
 
Cash and equivalents
  
$
235.6
    
$
713.3
  
Investment securities
    
-
      
28.8
  
Restricted cash and investment securities
    
61.9
      
64.9
  
Restricted cash and investment securities of VIEs
    
1.5
      
2.1
  
Jackpot annuity investments
    
42.8
      
44.1
  
Jackpot annuity investments of VIEs
    
11.4
      
12.4
  
Accounts receivable, net
    
295.5
      
348.6
  
Current maturities of contracts and notes receivable, net
    
214.5
      
229.3
  
Inventories
    
89.5
      
90.1
  
Deferred income taxes
    
97.4
      
111.1
  
Other assets and deferred costs
    
162.5
      
131.3
  
Total current assets
    
1,212.6
      
1,776.0
  
 
                
Property, plant and equipment, net
    
435.6
      
483.9
  
Jackpot annuity investments
    
219.9
      
234.5
  
Jackpot annuity investments of VIEs
    
28.3
      
34.1
  
Contracts and notes receivable, net
    
116.4
      
165.6
  
Goodwill
    
1,470.3
      
1,471.1
  
Other intangible assets, net
    
94.5
      
130.6
  
Deferred income taxes
    
137.9
      
128.8
  
Other assets and deferred costs
    
341.9
      
188.2
  
TOTAL ASSETS
  
$
4,057.4
    
$
4,612.8
  
 
                
LIABILITIES AND SHAREHOLDERS' EQUITY
                
 
                
LIABILITIES
                
Short-term debt
  
$
-
    
$
826.6
  
Accounts payable
    
83.2
      
110.0
  
Jackpot liabilities, current portion
    
123.0
      
131.7
  
Accrued employee benefits
    
20.7
      
40.2
  
Accrued income taxes
    
(0.3
)
    
7.8
  
Dividends payable
    
27.2
      
25.9
  
Other accrued liabilities
    
267.7
      
366.3
  
Total current liabilities
    
521.5
      
1,508.5
  
 
                
Long-term debt
    
1,987.7
      
1,366.3
  
Jackpot liabilities
    
273.0
      
293.3
  
Other liabilities
    
109.8
      
190.6
  
TOTAL LIABILITIES
    
2,892.0
      
3,358.7
  
 
                
COMMITMENTS AND CONTINGENCIES
    
-
      
-
  
 
                
SHAREHOLDERS' EQUITY
                
Common stock: $0.00015625 par value; 1,280.0 shares authorized;
 274.6 and 271.4 issued; 247.2 and 256.2 outstanding
    
-
      
-
  
Additional paid-in capital
    
1,464.2
      
1,433.1
  
Treasury stock at cost: 27.4 and 15.2 shares
    
(486.3
)
    
(274.9
)
Retained earnings
    
183.0
      
87.7
  
Accumulated other comprehensive income
    
4.5
      
8.2
  
TOTAL EQUITY
    
1,165.4
      
1,254.1
  
 
                
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  
$
4,057.4
    
$
4,612.8
  

6
CONSOLIDATED STATEMENTS OF CASH FLOWS
(See Accompanying Notes)

Nine Months Ended June 30,
  
2014
    
2013
  
 
  
(In millions)
  
OPERATING
  
   
 
Net income
  
$
177.1
    
$
209.2
  
 
                
Adjustments:
                
Depreciation and amortization
    
145.2
      
175.6
  
Acquisition-related contingent earn-out costs
    
8.8
      
28.0
  
Discounts and deferred issuance costs
    
28.4
      
33.7
  
Share-based compensation
    
23.1
      
28.7
  
Impairment
    
9.0
      
3.1
  
Excess tax benefits from employee stock plans
    
(6.6
)
    
(1.4
)
Other non-cash items
    
10.3
      
9.1
  
 
                
Changes in operating assets and liabilities, excluding acquisitions:
                
Receivables
    
87.0
      
(20.7
)
Inventories
    
(0.9
)
    
3.7
  
Accounts payable and accrued liabilities
    
(115.9
)
    
(58.7
)
Jackpot liabilities
    
(41.3
)
    
(58.2
)
Income taxes, net of employee stock plans
    
(41.9
)
    
(24.1
)
Other assets and deferred costs
    
(220.9
)
    
7.2
  
Net operating cash flows
    
61.4
      
335.2
  
 
                
INVESTING
                
Capital expenditures
    
(69.1
)
    
(97.1
)
Proceeds from assets sold
    
16.7
      
15.3
  
Investment securities, net
    
28.9
      
-
  
Jackpot annuity investments, net
    
34.6
      
39.3
  
Changes in restricted cash
    
3.8
      
8.8
  
Loans receivable cash advanced
    
(5.9
)
    
-
  
Loans receivable payments received
    
14.9
      
22.6
  
Business acquisitions, net of cash acquired
    
(1.5
)
    
-
  
Net investing cash flows
    
22.4
      
(11.1
)
 
                
FINANCING
                
Debt proceeds
    
650.0
      
160.0
  
Debt repayments
    
(875.0
)
    
(300.0
)
Debt issuance costs
    
(0.6
)
    
(3.2
)
Employee stock plan proceeds
    
7.1
      
12.3
  
Excess tax benefits from employee stock plans
    
6.6
      
1.4
  
Share repurchases, including net shares
    
(211.4
)
    
(81.0
)
Dividends paid
    
(80.5
)
    
(55.5
)
Acquisition-related contingent consideration
    
(56.1
)
    
(27.9
)
Net financing cash flows
    
(559.9
)
    
(293.9
)
 
                
FOREIGN EXCHANGE RATES EFFECT ON CASH AND EQUIVALENTS
    
(1.6
)
    
(7.2
)
 
                
NET CHANGE IN CASH AND EQUIVALENTS
    
(477.7
)
    
23.0
  
 
                
BEGINNING CASH AND EQUIVALENTS
    
713.3
      
206.3
  
 
                
ENDING CASH AND EQUIVALENTS
  
$
235.6
    
$
229.3
  

7
SUPPLEMENTAL CASH FLOWS INFORMATION
(See Accompanying Notes)

Nine Months Ended June 30,
  
2014
    
2013
  
 
  
(In millions)
  
INVESTMENT SECURITIES
  
   
 
Purchases
  
$
(115.0
)
  
$
-
  
Proceeds from sale
    
143.9
      
-
  
Net
  
$
28.9
    
$
-
  
 
                
JACKPOT FUNDINGS
                
Change in jackpot liabilities
  
$
(41.3
)
  
$
(58.2
)
 
                
Jackpot annuity purchases
    
(5.1
)
    
(3.8
)
Jackpot annuity proceeds
    
39.7
      
43.1
  
Net change in jackpot annuity investments
    
34.6
      
39.3
  
 
                
Net jackpot funding
  
$
(6.7
)
  
$
(18.9
)
 
                
CAPITAL EXPENDITURES
                
Property, plant and equipment
  
$
(20.5
)
  
$
(18.7
)
Gaming operations equipment
    
(45.8
)
    
(78.1
)
Intellectual property
    
(2.8
)
    
(0.3
)
Total
  
$
(69.1
)
  
$
(97.1
)
 
                
PAYMENTS
                
Interest
  
$
71.4
    
$
57.7
  
Income taxes
    
79.3
      
116.6
  
Acquisition-related payments:
                
Release of Indemnification holdback
    
22.0
      
-
  
Retention bonuses
    
58.3
      
29.7
  
Contingent earn-out:
                
Operating cash flows (accrued subsequent to acquisition)
    
26.0
      
17.2
  
Financing cash flows (accrued at acquisition)
    
34.1
      
27.9
  
Total contingent earn-out
    
60.1
      
45.1
  
Total all acquisition-related payments
  
$
140.4
    
$
74.8
  
 
                
NONCASH INVESTING AND FINANCING ITEMS
                
Accrued capital asset additions
  
$
1.9
    
$
(1.0
)
Interest accretion for jackpot annuity investments
    
12.0
      
13.5
  
 
                
Business acquisitions:
                
Fair value of assets
  
$
2.4
    
$
-
  
Fair value of liabilities
    
0.9
      
-
  

Payments for acquisition-related contingent earn-out consideration
Amounts accrued as of the acquisition date are reflected in financing cash flows. Payments for amounts accrued subsequent to the acquisition date, in excess of amounts accrued as part of the purchase price allocation, are reflected in operating cash flows within changes in accounts payable and accrued liabilities.

Depreciation and amortization
Amounts reflected in operating cash flows are comprised of operating expenses shown separately on the income statements, plus those amounts included within cost of product sales, cost of gaming operations, and cost of interactive.
8
NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND CONSOLIDATION

Our fiscal year is reported on a 52/53-week period ending on the Saturday nearest to September 30. Similarly, our quarters end on the Saturday nearest to the last day of the quarter end month. For simplicity, fiscal periods in this report are presented using the calendar month end as outlined in the table below.
 
 
 
 
Fiscal Periods
As Presented
Actual
blank
Current quarter and nine months
June 30, 2014
June 28, 2014
 
Prior year quarter and nine months
June 30, 2013
June 29, 2013
 
Prior year end
September 30, 2013
September 28, 2013
 

Our consolidated interim financial statements for the third quarter ended June 30, 2014 incorporate all of the accounts of International Game Technology, including all majority-owned or controlled subsidiaries and VIEs for which IGT is the primary beneficiary. All inter-company accounts and transactions were eliminated. These financial statements were prepared without audit on a basis consistent with the comparative prior year quarter ended June 30, 2013, and as appropriate, with the audited financial statements for the year ended September 30, 2013.

Certain information and footnote disclosures have been condensed or omitted in conformity with SEC and US GAAP guidance for interim financial statements. All adjustments of a normal recurring nature necessary to fairly state our consolidated results of operations, financial position, and cash flows have been included for all periods presented. Interim period results are not necessarily indicative of full year results. This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended September 30, 2013.

Unless otherwise indicated in this report:
 
●
references to years relate to our fiscal years ending September 30
 
●
dollar amounts in tables are presented in millions, except per share amounts and par value
 
●
current refers to the quarter ended June 30, 2014
 
●
italicized text with an attached superscript trademark or copyright notation indicates trademarks of IGT or its licensors, and additional IGT trademark information is available on our website at www.IGT.com

Use of Estimates
We are required to make estimates, judgments and assumptions that we believe are reasonable based on our historical experience, contract terms, observance of known trends in our company and the industry as a whole, and information available from other outside sources. Our estimates affect reported amounts for assets, liabilities, revenues, expenses, and related disclosures. Actual results may differ from initial estimates.

RECENTLY ADOPTED ACCOUNTING STANDARDS OR UPDATES

Offsetting Assets and Liabilities
In December 2011, the FASB issued an ASU to require new disclosures associated with offsetting financial instruments and derivative instruments on the balance sheet that will enable users to evaluate the effect on an entity's financial position.  In January 2013, the FASB issued an ASU to clarify the scope of disclosures about offsetting assets and liabilities. The scope of the new disclosures was narrowed to include derivatives, repurchase agreements and securities borrowing and lending that are offset or subject to an enforceable master netting arrangement or similar agreement. Both ASUs were effective for our 2014 first quarter and had no material impact on our financial statements.

RECENTLY ISSUED ACCOUNTING STANDARDS OR UPDATES--NOT YET ADOPTED

Share-based Payments With Performance Targets Achievable After The Service Period
In June 2014, the FASB issued an ASU to clarify that performance targets in share-based payments that affect vesting and can be achieved after the requisite service period should be accounted for as a performance condition. As such, the performance condition would not be reflected in the grant date fair value estimate and compensation cost would be recognized over the service period if achievement of the performance condition is probable. This ASU is effective for our 2017 first quarter, but can be adopted earlier, and is not expected to have a material impact on our financial statements. Optional transition methods include (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented and to all new or modified awards thereafter.

9
New Revenue Recognition Standard
In May 2014, the FASB issued an ASU establishing a new ASC Topic—Revenue From Contracts With Customers, which is a comprehensive new revenue recognition standard that will supersede virtually all existing revenue guidance. Under the new standard, revenue will be recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The standard creates a five-step model that will generally require companies to use more judgment and make more estimates than under current guidance when considering the terms of contracts along with all relevant facts and circumstances. These include the identification of customer contracts and separating performance obligations, the determination of transaction price that potentially includes an estimate of variable consideration, allocating the transaction price to each separate performance obligation, and recognizing revenue in line with the pattern of transfer.

The standard will be effective for our 2018 first quarter and early adoption is not permitted. The standard allows for adoption under either "full retrospective" in which prior periods presented are recast under the new guidance or "modified retrospective" in which it would be applied only to the most current period presented along with a cumulative-effect adjustment at the date of adoption. The standard also requires extensive additional disclosures to provide greater insight into revenues recognized and deferred, including quantitative and qualitative information about significant judgments and changes in those judgments made to determine the timing and amount of revenues recognized. We are currently evaluating the impact that this standard will have on our financial statements.

Discontinued Operations
In April 2014, the FASB issued an ASU that raises the threshold for a disposal to qualify as discontinued operations, such that it must represent a strategic shift that has or will have a major effect on an entity's operations and financial results or an acquired business that is classified as held for sale at acquisition. This ASU also requires new disclosures for both discontinued operations and disposals of individually significant components that don't qualify as discontinued operations. This ASU will be effective for our 2015 first quarter and is not expected to have a material impact on our financial statements.

Presentation Of An Unrecognized Tax Benefit When A Net Operating Loss Carryforward Exists
In July 2013, the FASB issued an ASU requiring the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in settlement of the uncertain tax position. This ASU will be effective for our 2015 first quarter and is not expected to have a material impact on our financial statements.

Cumulative Translation Adjustment Upon Derecognition Of Certain Subsidiaries
In March 2013, the FASB issued an ASU requiring the release of cumulative translation adjustment into net income when an entity either sells a part or all of its investment in or no longer holds a controlling financial interest in a foreign entity. This ASU will be effective prospectively for our 2015 first quarter and is not expected to have a material impact on our financial statements.

Obligations Resulting From Joint And Several Liability Arrangements
In February 2013, the FASB issued an ASU to require new disclosures for an entity that is jointly and severally liable to measure the obligation as the sum of the amount the entity has agreed with co-obligors to pay and any additional amount it expects to pay on behalf of a co-obligor. This ASU will be effective for our 2015 first quarter and is not expected to have a material impact on our financial statements.

 
2.  VARIABLE INTERESTS AND AFFILIATES

VARIABLE INTEREST ENTITIES

New Jersey Trusts
Regulation in New Jersey requires that annuitized WAP jackpot payments to winners be administered through an individual trust set up for each WAP system. These trusts are VIEs and IGT is the primary consolidating beneficiary, because these VIE trusts are designed for the sole purpose of administering jackpot payments for IGT WAP winners and IGT guarantees all liabilities of the trusts. The assets of these consolidated VIEs can only be used to settle trust obligations and have been segregated on our balance sheet. The consolidation of these VIEs primarily increases jackpot liabilities and related assets, as well as interest income and equivalent offsetting interest expense. Consolidated VIE trust assets and equivalent liabilities totaled $41.2 million at June 30, 2014 and $48.6 million at September 30, 2013.

Latin America Distributor
In March 2012, we contracted with a third party distributor in Latin America to sell IGT products. The distributor was a VIE as it was unable to finance its activities without additional support from IGT; however, the distributor was not consolidated because IGT does not have contractual or implied control.  This arrangement was terminated by mutual agreement in January 2014.  For the nine months ended June 30, 2014, we recognized revenues of $2.7 million and ending receivables totaled $6.6 million.

10
3.  RECEIVABLES

ACCOUNTS RECEIVABLE
 
  
June 30, 2014
    
September 30, 2013
  
Allowances for Credit Losses
  
$
27.1
    
$
22.3
  

CUSTOMER FINANCING—CONTRACTS AND NOTES

Reconciliation of Allowances for Credit Losses
  
   
 
 
  
Third Quarters
    
Nine Months
  
Periods Ended June 30,
  
2014
    
2013
    
2014
    
2013
  
Beginning balance
  
$
88.4
    
$
80.6
    
$
78.5
    
$
72.8
  
Charge-offs and other adjustments
    
(5.3
)
    
-
      
(5.3
)
    
-
  
Recoveries
    
-
      
-
      
-
      
-
  
Provisions
    
2.3
      
(4.5
)
    
12.2
      
3.3
  
Ending balance
  
$
85.4
    
$
76.1
    
$
85.4
    
$
76.1
  
Current portion
  
$
78.2
    
$
61.4
    
$
78.2
    
$
61.4
  
Noncurrent portion
    
7.2
      
14.7
      
7.2
      
14.7
  

 
Recorded Investment 
  
June 30, 2014
    
September 30, 2013
  
(principal and interest due, net of deferred interest and fees)
  
Contracts
   
Notes
   
Total
   
Contracts
   
Notes
   
Total
 
Individually evaluated for impairment
  
$
23.1
    
$
75.5
    
$
98.6
    
$
7.4
    
$
75.0
    
$
82.4
  
Collectively evaluated for impairment
    
317.6
      
0.1
      
317.7
      
375.8
      
15.2
      
391.0
  
Total
  
$
340.7
    
$
75.6
    
$
416.3
    
$
383.2
    
$
90.2
    
$
473.4
  
 
                                                
Allowances for Credit Losses
  
June 30, 2014
    
September 30, 2013
  
 
  
Contracts
   
Notes
   
Total
   
Contracts
   
Notes
   
Total
 
Individually evaluated for impairment
  
$
10.8
    
$
56.5
    
$
67.3
    
$
2.6
    
$
60.8
    
$
63.4
  
Collectively evaluated for impairment
    
18.1
      
0.0
      
18.1
      
14.4
      
0.7
      
15.1
  
Total
  
$
28.9
    
$
56.5
    
$
85.4
    
$
17.0
    
$
61.5
    
$
78.5
  
 
                                                

Recorded Investment Aging Analysis
  
June 30, 2014
    
September 30, 2013
  
 
  
Contracts
    
Notes
    
Total
    
Contracts
    
Notes
    
Total
  
Past Due
  
   
   
   
   
   
 
1-29 days
  
$
7.5
    
$
1.3
    
$
8.8
    
$
18.4
    
$
1.5
    
$
19.9
  
30-59 days
    
4.2
      
1.3
      
5.5
      
5.1
      
1.4
      
6.5
  
60-89 days
    
3.3
      
1.3
      
4.6
      
4.5
      
1.3
      
5.8
  
Over 90 days
    
21.8
      
62.8
      
84.6
      
16.1
      
54.9
      
71.0
  
Total(1)
  
$
36.8
    
$
66.7
    
$
103.5
    
$
44.1
    
$
59.1
    
$
103.2
  
 
                                                
Amount not past due (2)
    
303.9
      
8.9
      
312.8
      
339.1
      
31.1
      
370.2
  
Grand total
  
$
340.7
    
$
75.6
    
$
416.3
    
$
383.2
    
$
90.2
    
$
473.4
  
(1)Alabama impaired note included in total past due
          
$
66.3
    
$
66.3
            
$
56.2
    
$
56.2
  
(2)Alabama impaired note included in amount not past due
            
8.7
      
8.7
              
18.8
      
18.8
  
 
                                                
Over 90 days, accruing interest
  
$
0.5
    
$
-
    
$
0.5
    
$
-
    
$
1.3
    
$
1.3
  
Nonaccrual status
    
22.2
      
75.5
      
97.7
      
13.5
      
76.2
      
89.7
  

Recorded Investment by Credit Quality Indicator
  
June 30, 2014
    
September 30, 2013
  
(Using Credit Profile by Internally Assigned Risk Grade)
  
Contracts
    
Notes
    
Total
    
Contracts
    
Notes
    
Total
  
Low
  
$
142.8
    
$
-
    
$
142.8
    
$
126.1
    
$
-
    
$
126.1
  
Medium
    
77.6
      
0.1
      
77.7
      
100.2
      
0.1
      
100.3
  
High (3)
    
120.3
      
75.5
      
195.8
      
156.9
      
90.1
      
247.0
  
Total
  
$
340.7
    
$
75.6
    
$
416.3
    
$
383.2
    
$
90.2
    
$
473.4
  
(3) Alabama impaired note included
          
$
75.0
    
$
75.0
            
$
75.0
    
$
75.0
  

11
 
Impaired Loans
  
June 30, 2014
    
September 30, 2013
  
 
  
Contracts
    
Notes
    
Total
    
Contracts
    
Notes
    
Total
  
Recorded investment
  
$
223.6
    
$
75.6
    
$
299.2
    
$
5.7
    
$
75.0
    
$
80.7
  
Unpaid principal face
    
17.5
      
75.5
      
93.0
      
5.8
      
75.0
      
80.8
  
Related allowance
    
10.6
      
56.5
      
67.1
      
2.6
      
60.8
      
63.4
  
Average recorded investment
    
11.4
      
75.3
      
86.7
      
4.1
      
75.0
      
79.1
  

Interest income recognized on impaired contracts, none of which was cash basis, totaled $0.2 million for the nine months ended June 30, 2014 and $0.5 million during the comparable nine months of the prior year.

 
4.  CONCENTRATIONS OF CREDIT RISK

Net Receivables By Region At June 30, 2014
 
 
Nevada
12 %
 
Argentina
12 %
 
 
Illinois
7 %
 
Europe
8 %
 
 
Louisiana
5 %
 
Mexico
6 %
 
 
California
5 %
 
Australia
5 %
 
 
Other (less than 4% individually)
29 %
 
Other (less than 4% individually)
11 %
 
 
North America
58 %
 
International
42 %
 
 


5.  INVENTORIES
 
  
June 30, 2014
    
September 30, 2013
  
Raw materials
  
$
59.6
    
$
51.2
  
Work-in-process
    
1.7
      
2.7
  
Finished goods
    
28.2
      
36.2
  
Total
  
$
89.5
    
$
90.1
  


6.  PROPERTY, PLANT AND EQUIPMENT
 
  
June 30, 2014
    
September 30, 2013
  
Land
  
$
61.2
    
$
61.2
  
Buildings
    
232.0
      
231.3
  
Leasehold improvements
    
15.4
      
16.4
  
Machinery, furniture and equipment
    
288.1
      
309.0
  
Gaming operations equipment
    
751.7
      
785.9
  
Total cost
    
1,348.4
      
1,403.8
  
Less accumulated depreciation
    
(912.8
)
    
(919.9
)
Property, plant and equipment, net
  
$
435.6
    
$
483.9
  

12
7.  GOODWILL AND OTHER INTANGIBLES

GOODWILL

Activity By Segment For the Nine Months Ended June 30, 2014
  
North America
    
International
    
Total
  
Beginning balance
    
1,275.4
    
$
195.7
    
$
1,471.1
  
Acquisitions
    
0.5
      
-
      
0.5
  
Foreign currency adjustment
    
-
      
(1.3
)
    
(1.3
)
Ending balance
  
$
1,275.9
    
$
194.4
    
$
1,470.3
  

OTHER INTANGIBLES

Additions for the nine months ended June 30, 2014 included $2.8 million of patents with a weighted average life of 5 years, as well as $1.9 million of developed technology with a weighted average life of 5 years from the Strategy9 business acquisition described in Note 18.
 
  
June 30, 2014
    
September 30, 2013
  
 
  
Cost
    
Accumulated
Amortization
    
Net
    
Cost
    
Accumulated
Amortization
    
Net
  
Patents
  
$
377.4
    
$
350.3
    
$
27.1
    
$
376.1
    
$
334.1
    
$
42.0
  
Developed technology
    
131.0
      
90.9
      
40.1
      
129.1
      
79.9
      
49.2
  
Contracts
    
20.1
      
19.1
      
1.0
      
20.1
      
18.6
      
1.5
  
Reacquired rights
    
13.4
      
4.8
      
8.6
      
14.7
      
5.2
      
9.5
  
Customer relationships
    
61.2
      
49.1
      
12.1
      
61.2
      
40.1
      
21.1
  
Trademarks
    
12.5
      
6.9
      
5.6
      
12.5
      
5.2
      
7.3
  
Total
  
$
615.6
    
$
521.1
    
$
94.5
    
$
613.7
    
$
483.1
    
$
130.6
  

Aggregate Amortization
As Of And For The Periods Ended June 30,
  
Third Quarters
    
Nine Months
    
Future Annual Estimates
  
2014
    
2013
    
2014
    
2013
    
2014
    
2015
    
2016
    
2017
    
2018
  
$
13.8
    
$
15.9
    
$
40.8
    
$
47.8
    
$
54.3
    
$
37.5
    
$
20.9
    
$
11.1
    
$
6.0
  

13
8.  FAIR VALUE MEASUREMENTS

FINANCIAL ASSETS (LIABILITIES) CARRIED AT FAIR VALUE
 
  
Fair Value
    
Level 1
    
Level 2
    
Level 3
  
June 30, 2014
  
   
   
   
 
Money market funds
  
$
69.1
    
$
69.1
    
$
-
    
$
-
  
Derivative assets
    
65.8
      
-
      
65.8
      
-
  
Derivative liabilities
    
(68.7
)
    
-
      
(68.7
)
    
-
  
Acquisition contingent earn-out payable
    
(55.8
)
    
-
      
-
      
(55.8
)
 
                                
September 30, 2013
                                
Money market funds
  
$
168.0
    
$
168.0
    
$
-
    
$
-
  
Investment securities
    
28.8
      
-
      
28.8
      
-
  
Derivative assets
    
74.6
      
-
      
74.6
      
-
  
Derivative liabilities
    
(72.2
)
    
-
      
(72.2
)
    
-
  
Acquisition contingent earn-out payable
    
(106.4
)
    
-
      
-
      
(106.4
)

Valuation Techniques and Balance Sheet Presentation

Money market funds were primarily money market securities valued based on quoted market prices in active markets.

Investment securities were commercial paper debt securities valued based on quoted market prices for similar instruments, using observable market based inputs.

Derivative assets and liabilities were valued using quoted forward pricing from bank counterparties, LIBOR credit default swap rates for non-performance risk, forward yields for the 10-year treasury sourced from Bloomberg, and net settlement amounts where appropriate. These are presented primarily as components of other assets, other liabilities, notes payable, and AOCI. See Note 9.

Acquisition contingent earn-out payable relates to the estimated FV of consideration due for the business acquisitions of DoubleDown and Strategy9 (see Note 18) dependent on whether the business reaches certain performance targets. A DCF model is used to determine the FV with the expected payments and probability-weighted performance projections. Changes in projections and/or probabilities are the most significant assumptions and result in directionally similar changes in FV. Changes in the risk-adjusted discount rate cause a directionally opposite change in FV. Changes in FV are recorded to earnings within contingent acquisition-related costs and the payable is presented as a component of other liabilities, current and noncurrent depending on the expected payment timing.

To derive the estimated FV at June 30, 2014 for DoubleDown earn-out, we applied probability rates of 9% - 64% to various scenarios along with a discount rate of 18%. The 2014 accretion was primarily related to the time-value of money. The payable balance totaled $55.2 million current at June 30, 2014 versus $57.6 million current and $48.8 million noncurrent at September 30, 2013. To derive the estimated FV of $0.6 million noncurrent at June 30, 2014 for Strategy9 earn-out, we applied probability rates of 10% - 50% to future scenarios along with a discount rate of 10%.

Reconciliation of Items Carried at Fair Value Using Significant Unobservable Inputs (Level 3)

Acquisition Contingent Consideration Payable for the Nine Months Ended June 30,
  
2014
    
2013
  
Beginning balance
  
$
(106.4
)
  
$
(116.4
)
Issuances
    
(0.6
)
    
-
  
Accretion (fair value adjustment)
    
(8.8
)
    
(28.0
)
Payments
    
60.0
      
45.0
  
Ending balance
  
$
(55.8
)
  
$
(99.4
)

14
FINANCIAL ASSETS (LIABILITIES) NOT CARRIED AT FAIR VALUE

 
  
Carrying
Value
    
Fair Value
    
Level 1
    
Level 2
    
Level 3
    
Unrealized
Gain (Loss)
  
June 30, 2014
  
   
   
   
   
   
 
Jackpot investments
  
$
302.4
    
$
338.3
    
$
338.3
    
$
-
    
$
-
    
$
35.9
  
Contracts & notes receivable
    
330.9
      
325.4
      
-
      
-
      
325.4
      
(5.5
)
Jackpot liabilities
    
(396.0
)
    
(385.8
)
    
-
      
-
      
(385.8
)
    
10.2
  
Debt
    
(1,920.6
)
    
(2,029.6
)
    
(1,409.3
)
    
(620.3
)
    
-
      
(109.0
)
 
                                                
September 30, 2013
                                                
Jackpot investments
  
$
325.1
    
$
366.3
    
$
366.3
    
$
-
    
$
-
    
$
41.2
  
Contracts & notes receivable
    
394.9
      
388.3
      
-
      
-
      
388.3
      
(6.6
)
Jackpot liabilities
    
(425.0
)
    
(425.2
)
    
-
      
-
      
(425.2
)
    
(0.2
)
Debt
    
(2,121.9
)
    
(2,346.6
)
    
(2,346.6
)
    
-
      
-
      
(224.7
)

Valuation Techniques and Balance Sheet Presentation

Jackpot investments were valued based on quoted market prices.

Contracts and notes receivable were valued using DCF, incorporating expected payments and market interest rates relative to the credit risk of each customer (low 7.5 %, medium 8.0 %, high 9.5 % - 11.00 %). 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 secured by the underlying assets sold and notes are secured by the developed property and/or other assets. The high risk category includes most of our development financing loans in new markets and customers in regions with a history of currency or economic instability, such as Latin America. See Notes 3 and 4.

Jackpot liabilities were valued using DCF, incorporating expected future payment timing, estimated funding rates based on the treasury yield curve, and IGT's nonperformance credit risk. Expected annuity payments over 1-25 years (average 10 years) were discounted using the 10-year treasury yield curve rate (2.53%) for the estimated funding rate and the 10-year credit default swap rate (2.52%) for nonperformance risk. The present value (carrying value) of the expected lump sum payments were discounted using the 1-year treasury yield curve rate (.10%) with the 1-year credit default swap rate (.32%) for the current amounts and the 2-year treasury yield curve rate (.46%) with the 2-year credit default swap rate (.54%) for noncurrent amounts. Significant increases (decreases) in any of these inputs in isolation would result in a lower (higher) FV measurement. Generally, changes in the estimated funding rates do not correlate with changes in nonperformance credit risk.

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. Outstanding borrowings, if any, under our revolving credit facility are level 2 and FV is determined using DCF of expected payments at current borrowing rates. Carrying values in the table excluded swap adjustments and equity components of convertible debt.
15
9.  DERIVATIVE INSTRUMENTS

FOREIGN CURRENCY HEDGING

The notional amount of foreign currency contracts hedging our exposure related to monetary assets and liabilities denominated in nonfunctional currency totaled $54.9 million at June 30, 2014 and $91.9 million at September 30, 2013.

PRESENTATION OF DERIVATIVE AMOUNTS

Except for counterpart netting of interest receivable and payable related to our interest rate swaps, all derivatives are recorded on a gross basis.

Balance Sheet Location and Fair Value
  
June 30, 2014
    
September 30, 2013
  
 
  
Assets
    
Liabilities
    
Assets
    
Liabilities
  
Non-designated Hedges: Foreign Currency Contracts
  
   
   
   
 
Other assets and deferred costs (current)
  
$
0.1
    
$
-
    
$
0.5
    
$
-
  
Other accrued liabilities
    
-
      
1.6
      
-
      
1.1
  
 
                                
Designated Hedges: Interest Rate Swaps
                                
Other assets and deferred costs (noncurrent)
    
64.8
      
-
      
66.5
      
-
  
Long-term debt
    
-
      
67.1
      
-
      
71.1
  
Gross Derivatives
    
64.9
      
68.7
      
67.0
      
72.2
  
 
                                
Counter-party Netting: Swaps Interest Receivable and Payable
                                
Accounts receivable
                                
Due from counter-party
    
2.0
      
-
      
15.6
      
-
  
Due to counter-party
    
(1.1
)
    
-
      
(8.0
)
    
-
  
 
                                
Net Derivatives
  
$
65.8
    
$
68.7
    
$
74.6
    
$
72.2
  


Income Statement Location and Income (expense)
 
  
Third Quarters
    
Nine Months
  
Periods Ended June 30,
  
2014
    
2013
    
2014
    
2013
  
Non-designated Hedges: Foreign Currency Contracts
  
   
   
   
 
Other income (expense)
  
$
(0.6
)
  
$
2.5
    
$
(0.8
)
  
$
2.6
  
 
                                
Designated Hedges: Interest Rate Swaps
                                
Effectiveness - Interest expense
  
$
6.7
    
$
7.6
    
$
20.3
    
$
19.2
  
Ineffectiveness - Other income (expense)
    
2.0
      
(2.6
)
    
2.3
      
(3.1
)


16
10.  CREDIT FACILITIES AND INDEBTEDNESS
 
  
June 30, 2014
    
September 30, 2013
  
Credit facility
  
$
625.0
    
$
-
  
3.25% Convertible Notes (due May 2014)
    
-
      
850.0
  
7.5% Bonds (due June 2019)
    
500.0
      
500.0
  
5.5% Bonds (due June 2020)
    
300.0
      
300.0
  
5.35% Bonds (due October 2023)
    
500.0
      
500.0
  
Total principal debt obligations (at face)
    
1,925.0
      
2,150.0
  
 
                
Discounts:
                
3.25% Convertible Notes
    
-
      
(23.3
)
7.5% Bonds
    
(1.6
)
    
(1.8
)
5.5% Bonds
    
(0.9
)
    
(0.9
)
5.35% Bonds
    
(1.9
)
    
(2.1
)
 
                
Swap FV adjustments:
                
7.5% Bonds
    
44.6
      
48.4
  
5.5% Bonds
    
22.5
      
22.6
  
Total outstanding debt recorded, net
  
$
1,987.7
    
$
2,192.9
  

IGT was compliant with all covenants and embedded features required no bifurcation at June 30, 2014.

Credit Facility

At June 30, 2014, $625.0 million was outstanding under our $1.0 billion revolving credit facility, $353.5 million was available, and $21.5 million was reserved for letters of credit, performance bonds, and bank guarantees.

3.25% Convertible Notes

At maturity on May 1, 2014, these notes were redeemed for cash at the face amount.

 
  
Third Quarters
    
Nine Months
  
Periods Ended June 30,
  
2014
    
2013
    
2014
    
2013
  
Contractual interest expense
  
$
2.5
    
$
6.9
    
$
16.4
    
$
20.7
  
Discount amortization
    
3.6
      
9.3
      
23.4
      
27.3
  

17
11.  CONTINGENCIES

LEGAL PROCEEDINGS

From time to time, in the normal course of its operations, the Company is a party to litigation matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company's view of these matters may change in the future as the litigation 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. With respect to litigation and other legal proceedings where the Company has determined that a loss is reasonably possible, 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. 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.

Atlantic Lotteries
On April 26, 2012, representatives of a purported class of persons allegedly harmed by VLT gaming filed an action in the Supreme Court of New Foundland and Labrador.  Atlantic Lottery Corporation has impleaded VLC, Inc., IGT-Canada, Inc., International Game Technology and other third party defendants seeking indemnification for any judgment recovered against Atlantic Lottery Corporation in the main action. Plaintiffs filed a motion for class action certification on September 17, 2012. The Court has decided to address the motion for certification in two phases. Under Phase 1, the Court will determine whether the Plaintiffs have pleaded a cause of action. Hearings on Phase 1 were held on June 6 and 7, 2013. The Court has not yet issued a decision.  Should the Court conclude that Plaintiffs have pleaded a cause of action, then, under Phase 2, the Court would determine the appropriateness of certification of the putative class.

Shareholder Derivative Action
On April 8, 2011, the Company was nominally sued in a derivative complaint filed in the US District Court for the District of Nevada, captioned Arduini v. Hart, et al., Case No. 3:11-cv-00255. Plaintiff purportedly brought this action on behalf of the Company. The complaint asserts claims against various current and former officers and directors of the Company, for breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution and indemnification. The complaint sought an unspecified amount of damages. A motion to dismiss was filed. On March 14, 2012, defendants' motion to dismiss the action was granted. On April 3, 2012, the plaintiff appealed to the US Court of Appeals for the Ninth Circuit. Oral arguments were made to the Ninth Circuit on April 10, 2014.

Lightning Box Games
On July 30, 2013, IGT was sued in US District Court for the Northern District of Illinois for patent infringement by Lightning Box Games (LBG), captioned Lightning Box Games PTY LTD. v. International Game Technology and Caesars Entertainment Corporation, Case No. 13-cv-5423. LBG alleges infringement of two related patents for "Electronic System for Playing of Reel-Type Games," and specifically accuses IGT's MultiPLAY video slot machines of infringing one or more claims of the patents. LBG is seeking, among other items, preliminary and permanent injunctive relief, monetary damages resulting from the infringing conduct (including pre- and post-judgment interest), and court costs. On April 23, 2014, IGT and LBG executed a Settlement Agreement.  On April 29, 2014, the Court dismissed the case with prejudice.

Mark E Pollack Arbitration
In January 2013, IGT notified Mark E Pollack that it was terminating eight agreements between IGT and Mr. Pollack relating to services provided by Mr. Pollack (e.g., providing ideas for gaming machines and initiating and arranging meetings with various artists and intellectual property owners).  Mr. Pollack disagreed that IGT could terminate the agreements and the parties entered mediation pursuant to the dispute resolution provisions in the respective agreements.  On October 22, 2013, the parties filed arbitration demands submitting the dispute to arbitration before Judicial Arbitration Mediation Services (JAMS), captioned International Game Technology v. Pollack, Case No. 1260002648 and Pollack v. International Game Technology, Case No. 1260002648.  Mr. Pollack is requesting unspecified monetary damages and injunctive relief.  An arbitrator has been selected, and the arbitration hearing date is currently scheduled for November 3, 2014.
 
WMS Gaming, Inc.

2013 Northern District of Illinois 
On July 2, 2013, IGT was sued by WMS Gaming, Inc. in US District Court for the Northern District of Illinois, captioned WMS Gaming, Inc. v. IGT, Case No. 1:13-cv-4788.  The suit relates to a contract between the parties.  WMS alleges that IGT breached the contract, anticipatorily repudiated the contract, breached the implied covenant of good faith and fair dealing, and violated the Nevada Unfair Trade Practices Act.  WMS sought a temporary restraining order, which was denied.  WMS is seeking, among other things, declaratory judgment, specific performance, injunctive relief, unspecified monetary damages, and attorneys' fees and costs.  IGT intends to vigorously defend against the claims asserted in this lawsuit.  On March 25, 2014 the Court stayed this action pending resolution of the related arbitration between IGT and WMS. On June 13, 2014, IGT, Scientific Games Corporation and WMS Gaming, Inc. entered into a Master Settlement Agreement and IGT and Scientific Games Corporation entered into a TITO Game Manufacturer License Agreement.  This action was dismissed with prejudice on June 23, 2014.
18

2013 Arbitration
Related to foregoing lawsuit, on September 10, 2013 IGT filed an arbitration with the American Arbitration Association (AAA) against WMS, captioned IGT v. WMS Gaming, Inc., No. 79 517 112 13.  IGT and WMS have a license agreement for TITO enabled gaming machines.  IGT alleges WMS failed to pay license fees owed on certain products covered by the agreement.  IGT is seeking a judgment that WMS must pay license fees on certain products and monetary damages of $50.0 million resulting from WMS's failure to pay license fees on those products.  On June 13, 2014, IGT, Scientific Games Corporation and WMS Gaming, Inc. entered into a Master Settlement Agreement and IGT and Scientific Games Corporation entered into a TITO Game Manufacturer License Agreement.  This action was dismissed with prejudice on July 14, 2014.

2013 District of Nevada
Related to the foregoing lawsuit and arbitration, on October 22, 2013, WMS filed suit in the US District Court for the District of Nevada, captioned WMS Gaming, Inc. v. IGT, Case No. 3:13-cv-00583.  WMS is seeking, among other things, a declaratory judgment that the arbitration provision of the license agreement is unenforceable, alleging that IGT is seeking to arbitrate non-arbitrable issues, and seeking a refund of royalties WMS has allegedly overpaid.  WMS has filed a motion for preliminary injunction, seeking to enjoin the arbitration.  WMS's motion for preliminary injunction was denied on March 21, 2014 and the case was stayed pending the related arbitration between IGT and WMS. On June 13, 2014, IGT, Scientific Games Corporation and WMS Gaming, Inc. entered into a Master Settlement Agreement and IGT and Scientific Games Corporation entered into a TITO Game Manufacturer License Agreement.  This action was dismissed with prejudice on June 19, 2014.

Global Draw Ltd
On September 17, 2013, Global Draw Limited (an English company) issued proceedings in London against IGT-UK Group Limited (a wholly owned subsidiary of IGT) and IGT, captioned 2013 High Court of Justice (Commercial Court) in London, England, Case No. 2013, Folio 1246. The claim arises out of a Sale and Purchase Agreement dated April 26, 2011 (SPA) pursuant to which Global Draw purchased from IGT-UK all of the shares in an English company called Barcrest Limited. Global Draw seeks to claim 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. On November 7, 2013 IGT-UK filed and served its defense and counterclaim in response to the claim and IGT has also entered its defense. The claims assert damages of £1.3 million and US $2.9 million excluding interest, plus other unquantified damages. On June 24, 2014 Global Draw updated the $2.9 million damage assertion to $5.2 million.  IGT intends to vigorously defend against the claims asserted in this lawsuit. Global Draw has filed a summary judgment application pertaining to the interpretation of certain terms of the SPA that governed the sale of Barcrest Limited.  A hearing on the summary judgment application was held on June 24-25, 2014.

Shareholder Class Actions Relating to the Pending Transaction with GTECH S.p.A.
Since the announcement of the Company's entry into a merger agreement with GTECH S.p.A. ("GTECH") (see Note 19), various putative shareholder class action complaints have been filed by purported shareholders of the Company.  As of August 1, 2014, the Company has received the following complaints, each filed in the Eighth Judicial District Court of the State of Nevada for Clark County:  Klein v. International Game Technology, et al., Case No. A-14-704058-B, filed July 18, 2014; Zak v. International Game Technology, et al., Case No. A-14-704095-C, filed July 21, 2014; Steinberg v. International Game Technology, et al., Case No. A-14-704098-C, filed July 21, 2014; Kanter v. Satre, et al., Case No. A-14-704101-C, filed July 21, 2014; Tong v. International Game Technology, et al., Case No. A-14-704140-B, filed July 21, 2014; MacDougall v. International Game Technology, et al., Case No. A-14-704147-C, filed July 22, 2014; Longo v. International Game Technology, et al., Case No. A-14-704277-B, filed July 23, 2014; Kitchen v. International Game Technology, et al., Case No. A-14-704286, filed July 23, 2014; Lerman v. International Game Technology, et al., Case No. A-14-704287-C, filed July 23, 2014; Gonzalez, et al. v. International Game Technology, et al., Case No. A-14-704288-C, filed July 23, 2014; Krol v. International Game Technology, et al., Case No. A-14-704330-C, filed July 24, 2014; Irving Firemen's Relief & Retirement Fund v. International Game Technology, et al., Case No. A-14-704334-B, filed July 24, 2014; Neumann v. International Game Technology, et al., Case No. A-14-704393-B, filed July 25, 2014; Taber v. International Game Technology, et al., Case No. A-14-704403-B, filed July 25, 2014; Iron Workers District Council of Tennessee Valley & Vicinity Welfare, Pension & Annuity Plans v. International Game Technology, et al., Case No. A-14-704409-C, filed July 25, 2014; Aberman v. International Game Technology, et al., Case No. A-14-704454-B, filed July 27, 2014; Epstein, et al. v. International Game Technology, et al., Case No. A-14-704509-B, filed July 28, 2014; and Lowinger v. International Game Technology, et al., Case No. A-14-704759-B, filed July 30, 2014.

The complaints purport to be brought on behalf of all similarly situated shareholders of the Company and generally allege that the members of the IGT board of directors breached their fiduciary duties to IGT 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 IGT shareholders.  The complaints also allege claims against IGT and GTECH, and, in some cases, certain of GTECH's subsidiaries, for aiding and abetting these alleged breaches of fiduciary duties.  The complaints seek preliminary and permanent injunctions against the completion of the transaction, or, alternatively, damages in favor of the plaintiffs and the class in the event that the transaction is completed.  Certain of the complaints also seek, in the event that the transaction is completed, rescission of the transaction or rescissory damages in favor of the plaintiffs and the class.  IGT intends to vigorously defend against the claims asserted in these lawsuits.

19
OTHER ARRANGEMENTS WITH OFF-BALANCE SHEET RISKS

In the normal course of business, we are party to financial instruments with off-balance sheet risk, such as performance bonds not reflected in our balance sheet. We do not expect any material losses to result from these arrangements and are not dependent on off-balance sheet financing arrangements to fund our operations.

Performance Bonds
Performance bonds outstanding related to certain gaming operations equipment totaled $13.0 million at June 30, 2014. We are liable to reimburse the bond issuer in the event of exercise due to our nonperformance.

Letters of Credit
Outstanding letters of credit issued under our domestic credit facility to ensure payment to certain vendors and governmental agencies totaled $8.3 million at June 30, 2014.

IGT Licensor Arrangements
Our sales agreements that include software and IP licensing arrangements may require IGT to indemnify the third-party licensee against liability and damages (including legal defense costs) arising from any claims of patent, copyright, trademark infringement, or trade secret misappropriation. Should such a claim occur, we could be required to make payments to the licensee for any liabilities or damages incurred. Historically, we have not incurred any significant settlement costs due to infringement claims. As we consider the likelihood of incurring future costs to be remote, no liability has been recorded.

Self-Insurance
We retain a portion of our workers' compensation, automobile liability, directors' and officers' liability, electronic errors and omissions liability, and property and crime risks in the form of deductibles or self-insured retentions and we are self-insured for various levels of employee medical, dental, prescription drug, and disability coverage. We purchase stop loss coverage to protect against unexpected claims. Accrued insurance claims and reserves include estimated settlements for known claims, and actuarial estimates for claims incurred but not reported.

State and Federal Taxes
We are subject to sales, use, income, gaming and other tax audits and administrative proceedings in various US federal, state, local, and foreign jurisdictions. While we believe we have properly reported our tax liabilities in each jurisdiction, we can give no assurance that taxing authorities will not propose adjustments that increase our tax liabilities.

Product Warranties
The majority of our products are generally covered by a warranty for periods ranging from 90 to 180 days. We estimated accrued warranty costs in the table below based on historical trends in product failure rates and expected costs to provide warranty services.

Nine Months Ended June 30,
  
2014
    
2013
  
Beginning balance
  
$
4.4
    
$
4.2
  
Reduction for payments made
    
(2.7
)
    
(5.3
)
Accrual for new warranties issued
    
3.3
      
7.0
  
Adjustments for pre-existing warranties
    
(1.8
)
    
(1.9
)
Ending balance
  
$
3.2
    
$
4.0
  

20
12.  INCOME TAXES

Our provision for income taxes is based on an estimated effective annual income tax rate, as well as the impact of discrete items, if any, occurring during the period. The provision differs from income taxes currently payable because certain items of income and expense are recognized in different periods for financial statement purposes than for tax return purposes. We reduce deferred tax assets by a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be realized.

Our effective tax rate for the nine months ended June 30, 2014 decreased to 16.5% from 30.9% for the same prior year period. The current year effective tax rate was positively impacted by the settlement of US federal income tax audits for 1999 and 2006 through 2009, as well as the expiration of the statute of  limitations for 2010, partially offset by the adverse impact of nondeductible foreign currency losses related to the Argentine peso devaluation in January 2014.  Our 2013 effective tax rate was favorably impacted by an increase in our manufacturing deduction and certain favorable discrete tax items of $5.9 million, including the expiration of the statute of limitations in certain foreign jurisdictions and a retroactive reinstatement of the R&D tax credit.

At June 30, 2014, our gross UTBs totaled $54.7 million, excluding related accrued interest and penalties of $10.1 million. At June 30, 2014, $42.4 million of our UTBs, including related accrued interest, penalties, and indirect effects in other jurisdictions, would affect our effective tax rate if recognized. During the nine months ended June 30, 2014, our UTBs decreased $54.5 million and related interest and penalties decreased $13.3 million. We do not believe our total UTBs will change significantly during the next twelve months.

As a result of the IRS period of assessment for 2010 passing in June 2014, we reduced our tax provision by $9.4 million and UTBs by $11.0 million, inclusive of related interest, penalties, and indirect effects in other jurisdictions. In December 2013, we settled audits with the US tax authorities related to our 1999 and 2006 through 2009 tax years, resulting in reductions to our provision of $29.6 million and UTBs of $33.1 million, inclusive of related interest, penalties, and indirect effects in other jurisdictions.

We are also subject to examination in various state and foreign jurisdictions. We believe we have recorded all appropriate provisions for outstanding issues for all jurisdictions and open years. However, we can give no assurance that taxing authorities will not propose adjustments that increase our tax liabilities.


21
13.  EMPLOYEE BENEFIT PLANS

SIP Share-based Compensation As Of And For The Nine Months Ended June 30, 2014
 
  
   
Weighted Average
    
 
OPTIONS
 
  
Shares
    
Exercise
Price
Per
Share
    
Remaining
Contractual
Term
(in years)
    
Aggregate
Intrinsic
Value
  
Outstanding at beginning of fiscal year
    
9.1
    
$
18.57
    
   
 
Granted
    
-
      
-
    
   
 
Exercised
    
(0.4
)
    
12.99
    
   
 
Forfeited
    
(0.2
)
    
16.11
    
   
 
Expired
    
(0.4
)
    
25.61
    
   
 
Outstanding at end of period
    
8.1
    
$
18.53
      
4.2
    
$
8.1
  
 
                                
Vested and expected to vest
    
8.1
    
$
18.54
      
4.2
    
$
8.1
  
Exercisable at end of period
    
7.3
    
$
18.80
      
4.0
    
$
7.7
  
 
 
 
  
   
Weighted Average
    
 
RESTRICTED SHARE UNITS
 
  
Shares
    
Grant Date
Fair Value
Per Share
    
Remaining
Vesting
Period
(in years)
    
Aggregate
Intrinsic
Value
  
Outstanding at beginning of fiscal year
    
6.3
    
$
14.55
    
   
 
Granted
    
3.6
      
16.17
    
   
 
Vested
    
(2.6
)
    
14.41
    
   
 
Forfeited
    
(0.9
)
    
15.29
    
   
 
Outstanding at end of period
    
6.4
    
$
15.40
      
1.6
    
$
103.1
  
 
                                
Expected to vest
    
5.0
    
$
15.28
      
1.6
    
$
79.9
  

 
OTHER INFORMATION
  
 
  
 
Shares available for future grant (see Note 19)
    
19.9
  
Unrecognized costs for outstanding awards
  
$
72.1
  
Weighted average future recognition period (in years)
    
1.9
  


22
14.  EARNINGS PER SHARE
 
  
Third Quarters
    
Nine Months
  
Periods Ended June 30,
  
2014
    
2013
    
2014
    
2013
  
Net income available to common shares 
  
$
72.1
    
$
65.7
    
$
177.1
    
$
209.2
  
 
                                
Basic weighted average shares outstanding
    
247.0
      
260.6
      
249.1
      
263.4
  
Dilutive effect of non-participating share-based awards
    
0.9
      
2.6
      
1.7
      
2.2
  
Diluted weighted average common shares outstanding
    
247.9
      
263.2
      
250.8
      
265.6
  
 
                                
Basic EPS
  
$
0.29
    
$
0.25
    
$
0.71
    
$
0.79
  
Diluted EPS
  
$
0.29
    
$
0.25
    
$
0.71
    
$
0.79
  
 
                                
Weighted average shares excluded from diluted EPS because the effect would be anti-dilutive:
  
Share-based awards
    
9.8
      
6.0
      
6.7
      
8.6
  
3.25 % Convertible Notes
    
-
      
42.6
      
-
      
42.6
  
Hedges
    
-
      
(42.6
)
    
-
      
(42.6
)
Warrants
    
42.6
      
42.6
      
42.6
      
42.6
  
 
                                
Total shares repurchased, including net shares: (1)
    
-
      
0.4
      
12.3
      
7.5
  
Average price per share
  
$
-
    
$
17.04
    
$
17.25
    
$
15.68
  
Aggregate payments
  
$
0.1
    
$
5.9
    
$
211.4
    
$
81.0
  
Remaining authorization at June 30, 2014 (see Note 19)
  
$
209.7
                          
(1) Net shares tendered by employees at vesting for tax withholding obligations (in thousands)
    
7.5
      
3.8
      
635.2
      
254.3
  

Accelerated Share Repurchase
In January 2014, we received the final delivery of 3.4 million shares of IGT common stock under a $200.0 million accelerated share repurchase transaction executed in November 2013. We received 11.6 million total shares based on the VWAP over the transaction period for an average discounted price of $17.22 per share.

23
15.  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 
  
   
   
   
   
   
 
 
  
Foreign
Currency
 Translation
    
Unrealized
Gain (Loss) -
Treasury
 Locks
    
TOTAL
    
Foreign
Currency
 Translation
    
Unrealized