Content
STRATEGIC REPORT ............................................. 2
Highlights ............................................................ 2
Executive Chair Letter ...................................... 4
CEO Statement .................................................. 7
Business Overview ............................................ 9
Financial Performance ...................................... 16
Sustainability ...................................................... 22
Section 172(1) Statement ................................ 39
Principal Risks and Uncertainties ................... 44
DIRECTORS’ REPORT ............................................ 49
Governance ........................................................ 49
Additional Disclosures ...................................... 60
DIRECTORS’ REMUNERATION REPORT .......... 63
Annual Statement .............................................. 63
Remuneration Policy ......................................... 65
Remuneration Implementation Report ........... 76
INDEPENDENT AUDITORS’ REPORT ................. 93
FINANCIAL STATEMENTS .................................... 100
Consolidated Financial Statements ................ 100
Parent Financial Statements ........................... 161
ADDITIONAL INFORMATION ................................ 170
Investor Information .......................................... 170
Forward-looking Statements ............................ 170
Terms and Abbreviations
Common terms and abbreviations that appear throughout this Annual Report
and Accounts are defined herein. Other less common terms and phrases are
defined in the sections in which they appear.
AGM annual general meeting
Apollo Funds funds managed by affiliates of Apollo Global Management,
Inc.
Articles the articles of association of the Parent
B2B business-to-business
B2C business-to-consumer
B2G business-to-government
Board the board of directors of International Game Technology PLC
Buyer Voyager Parent, LLC, a holding company owned by Apollo Funds
CA 2006 the U.K. Companies Act 2006, as amended
CEO Chief Executive Officer
CFO Chief Financial Officer
Company or IGT the Parent, together with its consolidated subsidiaries
De Agostini De Agostini S.p.A.
DEI diversity, equity and inclusion
Director a director of the Parent
ESG environmental, social and governance
Everi Everi Holdings Inc., a Delaware corporation
IGT Gaming IGT’s Gaming & Digital segment as of immediately prior to
the time of the announcement of the pending sale, which was formerly
IGT’s Global Gaming and PlayDigital segments prior to the first quarter
of 2024
NYSE the New York Stock Exchange
Parent International Game Technology PLC
Proposed Transaction the transactions between the Company, Everi and
the Buyer, amongst others, resulting in IGT Gaming and Everi being
simultaneously acquired by a newly formed holding company owned by
Apollo Funds and combined into a privately-owned enterprise
R&D research and development
SEC United States Securities and Exchange Commission
Strategic Review the evaluation of potential strategic alternatives for
IGT’s Gaming and PlayDigital businesses initiated in June 2023
U.K. United Kingdom
U.S. United States of America
Financial information in this Annual Report and Accounts is stated in millions of U.S. dollars, except per share data or unless otherwise
indicated, and is computed based on the amounts in thousands. Certain amounts in columns and rows within tables may not foot due to
rounding. Percentages and earnings per share amounts presented are calculated from the underlying unrounded amounts.
Annual Report and Accounts 2024
Page | 1
The Directors present their reports and the audited financial statements for International Game Technology PLC and its
subsidiaries for the period from January 1, 2024 to December 31, 2024.
Financial Highlights
$ in Millions
Total Revenue
2,512
2,528
2024
2023
Diluted Income Per Share*
$1.90
$0.84
2024
2023
* Represents net income attributable to International Game
Technology PLC per ordinary share
$ in Millions
Operating Income
690
754
2024
2023
Dividends Per Share
$0.80
$0.80
2024
2023
Company Revenue by Operations
2024
58.1%
41.9%
Continuing operations
Discontinued operations
2023
58.7%
41.3%
Continuing operations
Discontinued operations
The consolidated balance sheet on page 101 presents the Company’s financial position at December 31, 2024 and
December 31, 2023. Movements in cash balances are presented in the consolidated statement of cash flows. Material
assets and liabilities have been disclosed within the respective notes to the Consolidated Financial Statements. Net
assets were $2.0 billion and $1.8 billion at December 31, 2024 and 2023, respectively. Cash and cash equivalents were
$584 million and $572 million at December 31, 2024 and 2023, respectively.
Non-financial highlights are included in the section headed “Sustainability” of this Strategic Report from page 22.
Strategic Report
Annual Report and Accounts 2024
Page | 2
Operational Highlights
•
Announced IGT’s Gaming & Digital business to be
acquired simultaneously with Everi by Apollo Funds in
an all-cash transaction
•
Generated revenue and operating income from
continuing operations of $2.5 billion and $690 million,
respectively (2023: $2.5 billion; $754 million)
•
Achieved revenue and income from the discontinued
operations of IGT Gaming of $1.8 billion and $403
million, respectively (2023: $1.8 billion; $231 million)
•
Was awarded significant lottery contracts and
extensions in 10 jurisdictions around the globe,
including
Virginia,
Mississippi,
Colorado,
North
Carolina, Lithuania, Luxembourg, Germany, France,
Spain and Tennessee
•
Launched patented Cash Pop™ game in four
jurisdictions
•
Signed five-year iLottery contract with the Atlantic
Lottery Corporation to deploy cloud-based remote
game server in Atlantic Canada
•
Showcased
OMNIA™,
IGT’s
integrated
lottery
solution that converges the retail and digital channels,
and world-class retail and iLottery solutions at World
Lottery Summit (WLS) 2024
•
Was awarded competitive long-term contract to
provide the Ohio Lottery Commission’s video lottery
terminal central monitoring system
•
Demonstrated the expansion of IGT’s Wheel of
Fortune™ Slots in the video poker, electronic table
games and video lottery terminals product categories
at G2E 2024
•
Debuted Whitney Houston Slots on the new
SkyRise™ cabinet at casinos across the U.S.
•
Won competitive bid to modernize Loto-Québec’s
video lottery terminals network
•
Introduced
second
omnichannel
wide
area
progressive (WAP) link in Canada with Money Mania
slots
•
Expanded IGT PlayDigital game portfolio to live
activations in seven regulated markets throughout
North America and additional jurisdictions in Latin
America and Europe
•
Grew portfolio of omnichannel games with IGT
PlayDigital’s launch of the award-winning Prosperity
Link™ and Mystery of the Lamp™ games
•
Recognized IGT PlaySports as FanDuel Sportsbooks’
exclusive retail sports betting platform provider in
North America for four additional years
•
Expanded sports betting footprint in Nevada, New
Mexico, Puerto Rico, Wisconsin and Colorado via
new partnerships
Corporate Highlights
•
Renato Ascoli appointed CEO Global Lottery; Nick
Khin appointed President Global Gaming; Gil Rotem
appointed President IGT PlayDigital
•
Enrico Drago appointed to IGT Board of Directors
•
Became first gaming-industry supplier to achieve
Internet Compliance Assessment Program (iCAP)
Ready certification for IGT’s iLottery operations from
National Council on Problem Gambling
•
Recertified by World Lottery Association (WLA) for
Corporate
Social
Responsibility
Standards
and
Responsible Gaming Framework for Suppliers for
IGT’s Global Lottery and iLottery segments
•
Increased ratings from FTSE Russell and S&P
Global, notable ESG rating agencies, compared to
previous assessments
•
Recognized with Top Employer Certification in the
U.S., Canada and Italy by Top Employers Institute
•
Received company designation as “Best Place to
Work for Disability Inclusion” by 2024 Disability
Equality Index in the U.S. and U.K.
•
Earned top score in Human Rights Campaign
Foundation’s 2023-2024 Corporate Equality Index
and the “Equality 100 Award: Leader in LGBTQ+
Workplace Inclusion” designation
•
Company and products honored with industry awards:
◦
IGT PlayDigital Engagement Platform named
Digital Product of the Year at the 2024 Global
Gaming Awards Americas
◦
Tiger and Dragon™ multi-level progressive game
won Best Slot Product in the 2025 Global Gaming
Business Gaming & Technology Awards
◦
Won Top Performing NEW Premium Game, Top
Performing
Video
Poker
Game
and
Top
Performing NEW Online Table Game at the 2024
EKG Slot Awards
◦
Won Best Diversity and Inclusion Employer at the
2024 European Casino Awards
◦
Multidimensional omnichannel games garnered
the Lottery Product of the Year at the 2024
International Gaming Awards
◦
IGT
PlaySports
Won
Sportsbook
Platform
Provider at the EGR North America Awards
◦
Honored in the Diversity and Inclusion category
at the 2024 Women in Gaming Diversity &
Wellbeing Awards
◦
IGT PlayDigital won SlotCatalog’s Best Game
Development Company - North America category
at the CasinoBeats Game Developer Awards
Strategic Report
Annual Report and Accounts 2024
Page | 3
Executive Chair Letter
2024 was a remarkable year for IGT.
We delivered on our promise to step up the evaluation of
potential strategic alternatives for IGT’s Gaming and
PlayDigital businesses (i.e. “IGT Gaming”) initiated in
June 2023 with the goal of unlocking the full value of the
Company’s portfolio. In February 2024, IGT agreed to
separate and merge IGT Gaming with Everi. Management
and the Board continued the Strategic Review as part of
our continuing efforts to extract maximum value for IGT
Gaming. In July 2024, we announced the simultaneous
acquisition of both Everi and IGT Gaming by a holding
company owned by Apollo Funds.
Strategy
My fellow Board members have performed their roles well
and have demonstrated their commitment to the Strategic
Review by participating in several extraordinary meetings
during which they made critical contributions to support
management as they pursued the Proposed Transaction.
After the execution of the transaction agreements relating
to the Proposed Transaction, the Board’s focus has
progressively
shifted
to
reviewing
and
evaluating
management strategies to position the Company for
success as a global lottery pure play following the closing
of the Proposed Transaction, currently anticipated by the
end of the third quarter of 2025. The Company seeks to
maintain its leadership in lottery delivering top-line growth
in Lottery and iLottery businesses through its continued
commitment
to
product
innovation
and
process
optimization. To this end, the executive management
team, which would remain largely intact following closing
of the Proposed Transaction, has launched cost control
initiatives to structure IGT’s organization to be aligned with
its long-term strategy. For further discussion on the
Company’s strategy, please see page 10.
The governance environment
Last year, one of our long serving Non-Executive
Directors, Marco Drago, decided to step down at the
conclusion of the AGM in May 2024. He was succeeded
by Enrico Drago who left his executive leadership position
at IGT and joined De Agostini, the Company’s controlling
shareholder, as Vice-Chairman. The Board will benefit
from
his
experience,
value-creation
mindset
and
understanding of global growth opportunities.
Despite the prominence of the extraordinary activities
involved by the Strategic Review, the Board continued to
ensure the overall direction, effectiveness, supervision
and accountability of the Company throughout the year.
Each Board committee was engaged and drew the
Board’s attention on several key tasks within its respective
area of responsibility, such as risk management (including
cybersecurity), the accounting implications from the
separation of IGT Gaming, compensation practices under
IGT’s new remuneration policy (approved at the AGM last
year), human capital management (with specific reference
to measures adopted to deal with talent loss risks in
connection with the Proposed Transaction), ESG and
investor outreach, among others.
While management of the business and achievement of
IGT’s strategic goals remain entrusted to the CEO, the
Board kept fostering its proven collaboration with
management through continued interactions in the
boardroom and during the preparatory steps for Board
and Committee sessions.
These characteristics continued to favor a well-informed
decision-making process during 2024, as recognized by
the Directors during the Board’s annual self-evaluation,
further details of which are set out in the Directors’ Report
on page 59.
Risk management
The Board retains the overall responsibility for risk
management and appreciates that the myriad of risks
facing the business have not only become more complex
and interconnected, but also developing quicker than ever
before.
The Audit Committee continued to assist the Board in
reviewing and updating the risk management framework
to ensure the timely detection, assessment, mitigation and
monitoring of top risks that could impact IGT’s ability to
achieve its strategic, financial and operational objectives.
The Board also supported management’s efforts to refine
and adapt as appropriate the Company’s enterprise risk
management program, including the policies, practices,
programs and procedures designed to ensure the overall
control effectiveness and oversee the evolution of the
principal and emerging risks.
Strategic Report
Annual Report and Accounts 2024
Page | 4
Cyber attacks or incidents remain one of the Company’s
top enterprise-wide risks - a trend that is consistent across
various sectors around the globe. In order to address the
SEC rules relating to cyber risk management, strategy,
governance
and
incident
disclosure,
we
have
implemented the proven top-down and bottom-up
coordination schemes and prioritized resourcing in
addressing this risk. During the year, the Audit Committee
continued to receive and discuss regular reports from
management on, among other things, the internal testing
and
periodic
external
assessment
of
the
global
information security organization and systems, as well as
the continued refinement of risk mitigation programs,
leveraging the skills and experience of IGT’s information
security engineers and cybersecurity expert Director.
Management also reported to the Board directly on the
Company’s cybersecurity posture and roadmap. In
November 2024, IGT disclosed a cybersecurity incident
where an unauthorized third party gained access to
certain of its systems. Promptly after detecting the issue,
the Company activated its cybersecurity incident response
plan and launched an investigation with the support of its
external
advisors
to
assess
and
remediate
the
unauthorized activity, including proactively taking certain
systems offline to help protect them, implementing
alternatives for certain operations and working to bring the
systems back online. The various cybersecurity processes
designed to prevent, detect, report, mitigate and
remediate threats and vulnerabilities reinforced the
Company’s capability to respond to this incident and any
potential future incidents.
Artificial intelligence
While artificial intelligence (“AI”) is transforming our world
bringing many positive benefits to businesses, it has also
led to legal and regulatory efforts to address the relevant
risks and is now shaping the role of boards in setting and
overseeing appropriate governance systems.
IGT is constantly evaluating and leveraging key emerging
technologies across the industry, including AI-enhanced
products and operations, as part of its innovation
program. While AI-based tools have the potential to
provide predictive data, drive investment opportunities
and create efficiencies, it is expected that risks created
through such benefits be managed effectively. To this end,
the Company has launched a multipronged strategy for
approaching the use of AI, particularly generative AI,
covering three foundational core areas – governance,
training and communication. The IGT Generative AI Policy
was designed to help employees make decisions about
using generative AI tools, and a targeted mandatory
training was also released globally to guide them through
an ethical and responsible use of AI and generative AI.
During 2024, the Board attended an educational session
with an external AI expert covering the most recent trends
in AI investment and the productivity gains and barriers in
transitioning to an AI-dominated corporate environment,
along with reports from management on testing the
application of generative AI modules to the business.
Sustainability
The Board is committed to advancing sustainable
practices that benefit the Company and its key
stakeholders. Our Sustainable Play initiative celebrates
IGT’s dedication to our people and planet as the Company
delivers innovation and excellence that is “Ahead of the
Game.” IGT’s structured governance framework, which
includes high standards of ESG practices, continues to
support the Company’s commitment to serving the global
gaming industry according to disciplined ethical principles.
During
the
year,
the
Nominating
and
Corporate
Governance
Committee
continued
to
oversee
the
implementation of the Company’s sustainability and ESG
initiatives aligned with and proportional to the Company’s
business
priorities,
including
the
Company’s
decarbonization path and the progress of the 2022-2025
Sustainability Plan targets and actions. The Sustainability
Plan - approved in July 2022 - was updated in June 2024
with the aim of ensuring an alignment with both the latest
ESG requirements and the Company’s progress of
sustainability and business priorities to address the impact
of the Proposed Transaction. Further details about the
steps that we are taking to contribute to a more
sustainable future are set out in the Sustainability review
starting on page 22.
The Board also appreciates that DEI values are part of
IGT’s multi-faceted identity and inclusive environment
which are critical to new value creation opportunities by
anticipating customer needs and the ever-changing
demographics of the communities where we operate.
IGT’s Office of Diversity, Equity and Inclusion continued to
provide the Compensation Committee and the full Board
with regular updates on the Company’s progress in this
field. Further discussion on DEI at IGT is set out in the
Sustainability review starting on page 26.
Investor outreach
IGT’s dialogue with the investment community was
sustained through the attendance of several broker-
sponsored
investor
conferences
and
one-on-one
discussions with both top and prospective shareholders.
Enhancing awareness and understanding of the Company
among existing and potential investors is critical to
increasing and sustaining market and other stakeholder
confidence. During 2024, the Board continued to promote
and follow-up on the Company’s investor relations,
overseeing management’s engagement and related
communications
to
provide
accurate
and
timely
information regarding the Company’s financial and non-
financial performance, including with respect to the
Strategic Review.
Strategic Report
Annual Report and Accounts 2024
Page | 5
Returning capital to shareholders
The Board continued to support the quarterly cash
dividend level, reaffirming the Company’s balanced
approach
to
capital
allocation
among
business
investment, debt repayment and shareholder returns.
While no repurchase activities were carried out during
2024, as disclosed in the Company’s announcement on
the Proposed Transaction, IGT expects significant
portions of the cash proceeds from the Proposed
Transaction to be used to repay debt and to be returned to
shareholders.
Concluding remarks
The Board remains committed to promoting IGT’s success
and delivering its long-term strategy.
To our shareholders, investors and other stakeholders, we
appreciate your confidence in IGT and on behalf of the
Board, I would like to thank you all for your ongoing
interest and support.
I also take this opportunity to thank the management team
and to record my appreciation to my fellow Board
members again for their continued dedication and
contributions in 2024.
Marco Sala
Executive Chair
Strategic Report
Annual Report and Accounts 2024
Page | 6
CEO Statement
IGT achieved great results in 2024 and is well-positioned
for continued success in 2025.
Among the biggest achievements of the year was
reaching the outcome of our Strategic Review. In July
2024, we announced that our Gaming and PlayDigital
businesses (i.e. “IGT Gaming”) and Everi will be
simultaneously acquired by a holding company owned by
Apollo Funds in an all-cash transaction. The Proposed
Transaction is expected to close in the third quarter of
2025, and the Board and I believe this structure will
enable us to unlock the full intrinsic value of our global
Lottery enterprise and operate a world-class, pure-play
lottery company.
In 2024, IGT employees around the world were successful
in driving excellent results across the enterprise. We
achieved this while undergoing the Strategic Review,
preparing for organizational separation and demonstrating
unwavering corporate citizenship.
Lottery business
For our Lottery business, 2024 was marked with
significant
contract
extensions,
new
customer
agreements, same-store sales growth and continued
leadership in industry innovation and player insights. We
were also pleased to welcome Renato Ascoli as CEO of
our Lottery business. With vast industry experience,
Renato was inducted into the Lottery Industry Hall of
Fame in July and honored for his impact and influence on
the global lottery sector.
Last year, IGT was awarded lottery contracts and
extensions in several jurisdictions around the globe
including Virginia, Mississippi, Colorado, North Carolina,
Tennessee, Lithuania, Luxembourg, Germany, France and
Spain. Our iLottery team also continued its momentum in
2024. We launched our iLottery platform in Connecticut
and our platform customers in Georgia and Kentucky are
among the fastest growing iLotteries in the U.S. with
Georgia surpassing the $1 billion mark in iLottery sales
during calendar 2024 fueled by eInstant games Elephant
King™ and Lucky Coins™. IGT also won a five-year
contract with the Atlantic Lottery Corporation to deploy a
remote game server in Atlantic Canada.
Lottery players around the world enjoyed IGT games in
record volumes in 2024. Strong same-store sales results
were primarily driven by an increase in instant ticket,
draw-based and multi-jurisdictional jackpot sales. In Italy,
same-store sales increased over 4% in 2024 consistent
with the steady, long-term growth in the lottery industry.
Accelerated product innovation was also central to the
Lottery’s business achievements in 2024. At the World
Lottery
Summit
(WLS)
2024,
IGT
showcased
LotteryLink™ the Company’s award-winning solution that
reinvents the way lottery tickets are sold in stores. IGT’s
performance-proven Cash Pop™ draw game was also a
growth-driving product in 2024, and was launched in four
additional jurisdictions.
The Lottery business is off to a solid start in 2025. We
kicked off the year by announcing a nine-year contract
with the Tennessee Education Lottery and winning
“Lottery Product of the Year” at the 2025 International
Gaming Awards for our IGT LotteryLink™ solution. Our
market-ready portfolio of next-generation technologies
and reliable lottery services will help drive player
engagement and position us for transformative growth.
IGT Gaming
Global Gaming continued its momentum in 2024,
anchored
by
strong
performance
and
product
introductions in multiple categories. IGT’s Mystery of the
Lamp™ won “Top Performing New Premium Game” in the
EKG Slot Awards and newcomer MLP game Tiger and
Dragon™
video
slots
sustained
extraordinary
performance. IGT Gaming also launched Whitney
Houston Slots game on the SkyRise™ cabinet and
debuted Wheel of Fortune-themed video poker, electronic
table games (ETG) and video lottery terminal (VLT)
games to complement its vast Wheel of Fortune slots
portfolio.
In addition to strong product sales, the Company secured
a long-term contract to provide the Ohio Lottery
Commission’s VLT central monitoring system and won a
competitive bid to modernize Loto-Quebec’s VLT network.
IGT PlayDigital remained a leader in the high-growth
digital gaming sector. Its iGaming footprint grew into all
seven U.S. iGaming markets and additional markets in
Latin America and Europe. Omnichannel content and
innovation differentiated IGT PlayDigital in 2024.
IGT PlaySports continued to expand its sports betting
footprint across the U.S. and signed an agreement to
remain FanDuel Sportsbooks’ exclusive retail sports
betting platform provider in North America for four
additional years.
Strategic Report
Annual Report and Accounts 2024
Page | 7
IGT Gaming has already demonstrated significant
momentum in 2025 and is actively preparing for the
Proposed Transaction.
Sustainable Play™
IGT continued to receive global recognition for our
sustainability
program,
Sustainable
Play.
Our
sustainability efforts are aligned with the United Nations
Sustainable Development Goals, and we strive to
advance the industry with sustainable practices and
policies that benefit our people and planet. In the last
year, IGT was recognized by some of the world’s most
esteemed ESG rating agencies such as S&P Global and
FTSE Russell.
IGT was also celebrated for its vast commitment to
responsible gaming and was honored with multiple
responsible gaming awards. In 2024 IGT became the first
gaming-industry supplier to achieve Internet Compliance
Assessment Program (iCAP) Ready certification for IGT’s
iLottery operations from the National Council on Problem
Gambling. Also, we were recertified by the World Lottery
Association for Corporate Social Responsibility Standards
and Responsible Gaming Framework for Suppliers for
IGT’s Lottery and iLottery segments.
Our reputation as a desirable and inclusive employer
extended beyond the gaming industry, earning the
Company a Top Employer Certification in the U.S.,
Canada and Italy by the Top Employers Institute and
multiple DEI-focused accolades.
Last year was the first full year of the IGT Fabio Cairoli
Sustainability Champion program. In 2024 17 IGT
employees were recognized internally and externally for
their accomplishments, in their professional and personal
lives, as great corporate citizens.
Looking ahead
I am excited for the year ahead as it promises to be a year
of significant opportunity and transformation. The team
and I are laser-focused on delivering shareholder value,
producing top-line growth and achieving the 2025 goals
that we have set forth.
In closing, I wish to acknowledge the approximately
11,000 IGT employees around the world who are directly
responsible for IGT’s success in 2024. Your continued
dedication, commitment and expertise is the lifeblood of
IGT, and I thank you for all that we accomplished.
Vince Sadusky
Chief Executive Officer
Strategic Report
Annual Report and Accounts 2024
Page | 8
Business Overview
The Company is a global leader in providing lottery
solutions, delivering entertaining and responsible gaming
experiences for players worldwide. Leveraging compelling
content, continuous investment in innovation, player
insights, deep industry expertise, and leading-edge
technology, the Company’s lottery solutions deliver
gaming experiences that responsibly engage players and
drive sustainable growth. The Company has a well-
established local presence and is a trusted partner to
governments and regulators around the world, creating
value by adhering to the highest standards of service,
integrity, and responsibility.
The Company operates and provides an integrated
portfolio of innovative lottery solutions, including lottery
management services and instant lottery systems. The
Company operates a worldwide land-based lottery and
iLottery business, including sales, operations, product
development, technology, and support, and is a leading
iLottery platform provider globally. IGT Gaming, which is
fully included in discontinued operations, provides
innovative gaming technology products and services,
including gaming systems, electronic gaming machines,
iGaming, and sports betting. The Company is supported
by central corporate support functions, including finance,
people
and
transformation,
legal,
marketing
and
communications, corporate public affairs, and strategy
and corporate development.
The Company is headquartered in London, United
Kingdom, with principal operating facilities located in
Providence, Rhode Island and Rome, Italy. Research and
development and product assembly are mostly centralized
in North America. The IGT Gaming headquarters in Las
Vegas, Nevada and manufacturing facility in Reno,
Nevada are included in discontinued operations. The
Company had 11,019 employees at December 31, 2024
(2023: 11,016), with 6,025 employees related to
continuing operations and 4,994 employees related to
discontinued operations.
Strategic Report
Annual Report and Accounts 2024
Page | 9
Prior to the three months ended March 31, 2024, the
Company operated as three operating segments: Global
Lottery, Global Gaming and PlayDigital. Beginning the first
quarter of 2024, the Company combined the activities that
were previously included within its Global Gaming and
PlayDigital segments into one operating segment, named
Gaming & Digital (i.e. IGT Gaming).
As previously disclosed in the Company’s 2024 UK annual
report and accounts, on February 28, 2024, the Parent
entered into definitive agreements (the “February 2024
Agreements”) with Everi, pursuant to which the Parent
planned to separate IGT Gaming by way of a taxable spin-
off to the Parent’s shareholders and then immediately
combine such businesses with Everi. The transaction
contemplated by the February 2024 Agreements (which
were subsequently terminated as described below) was
expected to close in late 2024 or early 2025.
On July 26, 2024, the Parent and Ignite Rotate LLC, a
Delaware limited liability company and direct wholly-
owned subsidiary of the Parent, entered into definitive
agreements with Everi and Voyager Parent, LLC, a
Delaware limited liability company and newly formed
holding company owned by Apollo Funds (the “Buyer”),
pursuant to which the Parent agreed to sell its IGT
Gaming assets to Apollo Funds in an all-cash transaction.
Under the terms of the transaction agreements, the
Company will receive a purchase price before transaction
costs and other customary closing adjustments of $4.05
billion in cash for IGT Gaming. In connection with the
entry into the transaction agreements relating to the
Proposed Transaction, the February 2024 Agreements
were terminated. Following closing of the Proposed
Transaction, IGT Gaming and Everi will be privately
owned companies that are part of one combined
enterprise, and the Parent’s shareholders will have no
further equity ownership of IGT Gaming, except for De
Agostini’s minority investment in an indirect parent of the
Buyer that will own all of the outstanding units of the
combined company.
Beginning in the third quarter of 2024, the Company
began reporting the financial results of IGT Gaming as
discontinued operations. The continuing operations (i.e.
what was formerly the Global Lottery segment) reflect a
pure-play lottery business representing the services and
products the Company expects to continue to provide
upon closing of the Proposed Transaction.
The Company’s lottery business has full responsibility for
the worldwide land-based lottery and iLottery business,
including
sales,
operations,
product
development,
technology, and support, and is a leading iLottery platform
provider globally.
The Company’s resilient business model is characterized
by robust recurring revenues and a diversified geographic
and product mix. Innovation is the key growth driver
across the Company’s activities in many different areas
including content, technology, distribution, and marketing.
Our goal is to create value for all our stakeholders and we
are focused on supporting our industry, our community,
and our world.
Further details with respect to the Company’s products
and services are set out under the section headed
“Products and Services” on page 11.
Strategy
IGT’s mission is to provide best-in-class content, services,
and solutions to the global, regulated lottery industry.
Upon closing of the Proposed Transaction, the Company
will operate as a pure-play lottery business and continue
to serve governments and licensed private sector
operators as a B2B and B2G provider of technology,
content,
services,
and
solutions.
Additionally,
the
Company can offer a fully outsourced lottery operation
when appropriate (e.g., Italian lottery licenses, as well as
lottery management services in New Jersey and Indiana).
The Company’s strategy is to deliver strong top-line
growth
in
Lottery
and
iLottery
businesses,
while
continuing to streamline operations and maintain cost
discipline as part of a multi-year optimization plan and
deliver continued innovation in operations.
Deliver top-line growth in Land-based lottery and
iLottery businesses
The global lottery industry continues to grow at a steady
low-single digit rate, building upon the step change growth
experienced during the COVID-19 pandemic. The
transition to digital play via iLottery, which grew before the
pandemic and accelerated because of it, is expected to
continue, and player behaviors and play style have
significantly evolved in terms of both play volume and
frequency, as well as consumption of digital lottery
products.
The Company seeks to maintain its leading position in
Lottery as it continues to operate in sophisticated lottery
environments, while also driving growth in the sector
overall. The Company aims to provide and operate highly
secure online lottery transaction processing systems to
regulated markets and deliver technologically advanced
instant gaming tickets and related services.
The Company is focused on continuing to drive same-
store sales growth and on achieving growth in instant
tickets and draw-based games in the U.S. To achieve this,
the Company is enhancing its retail offering and products
(e.g.,
innovative
and
intuitive
self-service
vending
machines), while constantly experimenting with innovative
game formats and play styles, particularly in instant
tickets. The Company is seeking to expand its instant
ticket printing customer base and has invested in
automation and modernization efforts at its facilities to do
so. To-date, the Company has already realized positive
results from these activities, with several printing contracts
secured across international jurisdictions (e.g., a three-
year printing contract with Santa Casa da Misericórdia de
Lisboa, Portugal's national lottery).
Strategic Report
Annual Report and Accounts 2024
Page | 10
The Company continues to innovate in the data analytics
space to support customer lotteries. In addition to its
Player 360 View and data platform, IGT’s Artificial
Intelligence and Machine Learning (AIML) Modelling
offering employs extensive use of machine learning to
understand players utilizing models developed, trained
and optimized for local conditions. As with data analytics,
cashless innovations will help the Company provide
greater value to its customers and in turn, its customers to
provide greater value to its players.
In the iLottery business, the Company offers a complete
suite of iLottery solutions and services and is investing in
renewing its iLottery offering to create a digital-native
solution that adapts to, and continues to serve, the
evolving needs of its customer base. Areas of focus
include development of eInstant content, and the
development of a standalone cloud-based draw game
engine to improve delivery time to customers.
Overall, the Company is focused on maintaining its
leading position within the U.S. market, and expanding its
presence footprint in international markets, with significant
wins in 2024, including the renewal of the Colorado
contract, and a 10-year extension of the North Carolina
contract.
Streamline and maintain cost discipline on multi-
year optimization plan
The Company continues to execute a multi-year global
efficiency effort through a combination of operational
excellence, reduction of interest expense, and effective
tax rate. In order to address the termination of certain
transitional services provided by the Company to the
Italian gaming B2C business and Italian commercial
services business (following the dispositions of these two
businesses by the Company) and the closing of the
Proposed Transaction, the Company is pursuing initiatives
to realign and optimize the Company’s general and
administrative activities. These activities are expected to
enable IGT to pursue strong growth and expanded cash
generation in coming years.
Continue to build upon solid foundations of growth
and innovation
The Company aims to remain at the forefront of
innovation. Among the many initiatives in place, the
Company has begun exploring the usage of various
artificial intelligence (“AI”) tools in areas to automate
various business functions such as game development,
and field services, with the goal of improving time-to-
market. In addition, the Company has continued its
partnership with a leading startup accelerator Plug and
Play with the long-term goal of identifying new catalysts
for growth. The Company is cognizant of the need to
effectively manage relevant risks arising from the use of
AI-based tools and has launched a multipronged strategy
for approaching the use of AI, particularly generative AI,
covering three foundational core areas - governance,
training and communication.
The Company’s addressable market remains large, and
growing, particularly driven by the advent of iLottery, and
iLottery-adjacent channels to address player demand.
Therefore, growth will be prioritized in the coming years
across multiple avenues, organic and inorganic, to meet
the increased appetite for digital-first games.
Products and Services
Continuing Operations - Lottery business
The lottery business has global scale to complement its
geographic and customer diversification, providing B2C
and B2B products and services to customers across six
continents, supplying a unique set of lottery solutions to
nearly 90 customers worldwide, including to 36 of the 48
U.S. lotteries (including the District of Columbia, Puerto
Rico, and U.S. Virgin Islands). Lottery customers
frequently
designate
their
revenues
for
particular
purposes, such as education, economic development,
conservation, transportation, programs for senior citizens
and veterans, health care, sports facilities, capital
construction projects, cultural activities, tax relief, and
others. Many governments have become increasingly
dependent on their lotteries as revenues from lottery ticket
sales are often a significant source of funding for these
programs. As of December 31, 2024, we operated under
operating contracts or facility management contracts
(“FMCs”) in 14 jurisdictions, excluding Italy and the U.S.
Land-Based Lottery
Land-based lottery products and services are provided
through operating contracts, FMCs, lottery management
agreements (“LMAs”), and product sales contracts. In
most jurisdictions, lottery authorities award contracts
through a competitive bidding process. Typical service
contracts range from five (5) to ten (10) years in duration,
often with multiple multi-year extension options. After the
expiration of the initial or extended contract term, a lottery
authority generally may either seek to negotiate further
extensions or commence a new competitive bidding
process. From time to time, there are challenges or other
proceedings relating to the awarding of the lottery
contracts. Upon being awarded a contract, certain
customers may require the Company to pay an upfront
fee for the right to exclusively manage their lottery.
The Company designs, sells, leases, and operates a
complete suite of point-of-sale machines that are
electronically linked with a centralized transaction
processing system that reconciles lottery funds between
the retailer and the lottery authority. The Company
provides and operates highly secure, lottery transaction
processing systems that are capable of processing a
significant number of transactions per minute. The
Company deploys more than 400,000 point-of-sale
devices to lottery customers and lotteries that it supports
worldwide. The Company also produces high-quality
instant ticket games and provides printing services such
as instant ticket marketing plans and graphic design,
programming, packaging, shipping, and delivery services.
Strategic Report
Annual Report and Accounts 2024
Page | 11
The Company has developed and continues to develop
new lottery games and installs a range of new lottery
distribution devices, all of which are designed to drive
responsible same-store sales growth for its customers.
In connection with its delivery of lottery services, the
Company actively advises its customers on growth
strategies. Depending on the type of contract and the
jurisdiction, the Company also provides marketing
services, including retail optimization and lottery brand
awareness campaigns. The Company works closely with
its lottery customers and retailers to help retailers sell
lottery games more effectively. These programs include
product merchandising and display recommendations, a
selection of appropriate lottery product mix for each
location, and account reviews to plan lottery sales growth
strategies. The Company leverages years of experience
accumulated from being the exclusive licensee for the
Italian Gioco del Lotto lottery and the Italian Scratch & Win
(Gratta e Vinci) instant ticket lottery, two of the world’s
largest lotteries. This lottery B2C expertise in Italy, which
includes management of all the activities along the lottery
value chain, allows the Company to better serve B2B
customers.
Instant Tickets
For instant ticket lotteries in Italy, instant tickets are
available for sale at approximately 51,000 points of sale.
As of December 31, 2024, the Company has provided
instant ticket printing products and services to 31
customers in North America and 30 customers in
international jurisdictions and has secured over 60 instant
ticket service contracts. In recent years, the Company has
also developed Infinity Instants™, a revolutionary digital
instant ticket printing technology that offers a wide
portfolio of unique content, producing more than 60 Infinity
Instants™ games since 2022. These achievements
highlight the Company’s ability to deliver innovative
solutions and exceptional services across diverse
geographic regions as a leading provider of high-quality
printing services, which include instant ticket marketing
plans and graphic design, programming, packaging,
shipping and delivery services.
iLottery
The Company provides a complete suite of iLottery
solutions and services and is a leading iLottery platform
provider globally. The Company currently holds 12 iLottery
platform contracts worldwide and provides e-Instant
content to 14 customers. This, coupled with its
professional expertise, allows lotteries to fully engage
their players on any digital channel in regulated markets.
Existing lottery game portfolios are extended to the digital
channel to provide a spectrum of engaging content such
as e-Instant tickets.
Customer Contracts
The Company operates in the highly regulated global
lottery market, with a customer base of public and private
entities that are secured on a contractual basis. With an
established industry position, particularly in the land-
based lottery space, the Company’s competitor base
remains largely static year-to-year.
Lottery services are provided through operator contracts,
LMAs, FMCs and product sales contracts. The Company
has also entered into certain material customer contracts,
including the Italian Gioco del Lotto license (“Italian Lotto”)
and the Italian Scratch and Win (Gratta e Vinci) lottery
license.
Operating and Facilities Management Contracts
The majority of the Company’s revenue in the Lottery
business comes from operating contracts and FMCs.
Since 1998, and for a term expiring in 2025, the Company
has been the exclusive licensee for the Italian Lotto
(management of operations commenced in 1994).
Beginning in November of 2016, the Company’s exclusive
license for the Italian Lotto includes purely financial
partners as part of a joint venture. Lottoitalia s.r.l.
(“Lottoitalia”), a joint venture company among IGT Lottery
S.p.A., Italian Gaming Holding a.s., Arianna 2001 (an
entity
associated
with
the
Federation
of
Italian
Tobacconists), and Novomatic Italia, is the exclusive
manager of the Italian Lotto game pursuant to the Italian
Lotto license. Lottoitalia is 61.5% owned by IGT Lottery
S.p.A. The Company, through Lottoitalia, manages the
activities along the lottery value chain, such as creating
games, determining payouts, collecting wagers through its
network, paying out prizes, managing all accounting and
other back-office functions, running advertising and
promotions, operating data transmission networks and
processing centers, training staff, providing retailers with
assistance and supplying materials including play slips,
tickets and receipts, and marketing and point-of-sale
materials for the game. On January 10, 2025, the Agenzia
delle Dogane e Dei Monopoli (ADM), which regulates
gaming in Italy, launched the tender for the Gioco del
Lotto game license. The Company has continued to retain
the Italian Lotto license through multiple rebid cycles over
the past 26 years, and intends to submit a competitive bid
for the new license.
Since 2004, and for a term expiring in 2028, the Company
also has been the exclusive licensee for the Scratch and
Win (Gratta e Vinci) instant ticket lottery through Lotterie
Nazionali S.r.l., a joint venture 64.0% owned by the
Parent’s subsidiary IGT Lottery S.p.A., with the remainder
directly and indirectly owned by Scientific Games
Corporation and Arianna 2001. As of December 31, 2024,
the revenue weighted-average remaining term of the
Company’s existing Italian licenses was 2.4 years (2023:
3.4 years).
The Company’s FMCs typically require the Company to
design, install, and operate the lottery system and retail
Strategic Report
Annual Report and Accounts 2024
Page | 12
terminal network for an initial term, which is typically five
(5) to ten (10) years. The Company’s FMCs are granted
on an exclusive basis and usually contain extension
options under the same or similar terms and conditions,
generally ranging from one (1) to five (5) years. Under a
typical FMC, the Company maintains ownership of the
technology and equipment, and is responsible for capital
investments throughout the duration of the contract,
although the investments are generally concentrated
during the early years, while the lottery authority
maintains, in most instances, responsibility for the overall
lottery operations. The Company provides a wide range of
services to lottery customers related to the technology,
equipment, and facilities such as hosting, maintenance,
marketing, and other support services. The Company
generally provides its lottery customers retailer terminal
and communication network equipment through operating
leases. In return, the Company typically receives fees
based upon a percentage of the sales of all lottery tickets,
including draw-based or instant ticket games, though
under certain of its agreements, the Company may
receive fixed fees for certain goods or services. In limited
instances, the Company provides instant tickets and
lottery systems and services under the same FMC. As of
December 31, 2024, the Company’s largest FMCs by
annual service revenue were Texas, California, New York,
Georgia, and Florida, and the revenue weighted-average
remaining term of the Company’s existing FMCs was 5.9
years (8.0 years including available extensions). For
existing U.S. FMCs alone, the Company’s revenue
weighted-average remaining term was 6.1 years (8.1
years including available extensions) as of December 31,
2024. Also, as of February 20, 2025, the Company
operated under operating contracts or FMCs in 14
jurisdictions outside of Italy and the U.S.
Operating contracts and FMCs often require the Company
to pay substantial monetary liquidated damages in the
event of non-performance by the Company. The
Company’s revenues from operating contracts and FMCs
are generally service fees paid to the Company directly by
the lottery authority based on a percentage of such
lottery’s wagers or ticket sales. The Company categorizes
revenue from operating contracts and FMCs as service
revenue from “Operating and facilities management
contracts, net” as described in Note 4, Revenue
Recognition, to the Consolidated Financial Statements.
Another form of operating contract is an LMA. Under an
LMA,
the
Company
manages,
within
parameters
determined by the lottery customer, the core lottery
functions, including the lottery systems and the majority of
the day-to-day activities along the lottery value chain. This
includes collecting wagers, managing accounting and
other back-office functions, running advertising and
promotions, operating data transmission networks and
processing centers, training staff, providing retailers with
assistance, and supplying materials for the games. LMAs
also include a separate FMC, pursuant to which the
Company leases certain hardware and equipment, and
provides access to software and support services. The
Company provides lottery management services in New
Jersey as part of a joint venture where the Company
manages a wide range of the lottery’s day-to-day
operations as well as provides marketing and sales
services under a license valid through June 2029, and in
Indiana through a wholly-owned subsidiary of the Parent
under a license valid through June 2031. The Company’s
revenues from LMAs include potential incentives or
shortfalls based on achievement of or failure to achieve
contractual metrics, respectively, and, with respect to the
supply agreements, are based generally on a percentage
of wagers. The Company categorizes revenue from LMAs
as service revenue from “Operating and facilities
management contracts, net” as described in Note 4,
Revenue Recognition, to the Consolidated Financial
Statements.
Instant Ticket Services Contracts
As an end-to-end provider of instant tickets and related
services, the Company produces high-quality instant ticket
games and provides ancillary services such as instant
ticket marketing plans and graphic design, programming,
packaging, shipping, and delivery services. Instant tickets
are sold at numerous types of retail outlets but most
successfully in grocery and convenience stores.
Instant ticket services contracts are priced based on a
percentage of ticket sales revenues or on a price per unit
basis. 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 supply of the lottery’s ticket printing needs and
includes the complete production process from concept
development through production and shipment. It also
typically includes marketing and research support. A
primary printing contract can include any or all of the
following
services:
warehousing,
distribution,
telemarketing, and sales/field support. A secondary
printing contract includes providing backup printing
services and alternate product sources.
As of February 20, 2025, the Company provided instant
ticket printing products and services to 31 customers in
North America and 30 customers in international
jurisdictions. The instant ticket production business is
highly competitive and subject to strong, price-based
competition. The Company categorizes revenue from
instant ticket printing contracts that are not part of an
operator or LMA contract as product sales from “Product
sales” as described in Note 4, Revenue Recognition, to
the Consolidated Financial Statements.
Product Sales and Services Contracts
Under product sales and services contracts, the Company
assembles, sells, delivers, and installs turnkey lottery
systems or lottery equipment, provides related services,
and licenses related software. The lottery authority
maintains, in most instances, responsibility for lottery
operations. The Company sells additional machines and
central computers to expand existing systems or replace
Strategic Report
Annual Report and Accounts 2024
Page | 13
existing equipment and provides ancillary maintenance
and support services related to the systems, equipment
sold, and software licensed. The Company categorizes
revenue from product sales and services contracts on a
case-by-case basis as either service revenue or product
sales from “Systems, software, and other” or “Product
sales” respectively, as described in Note 4, Revenue
Recognition, to the Consolidated Financial Statements.
Commercial Services Contracts
The Company develops innovative technology and offers
commercial and payment services over a standalone
network. Leveraging its distribution network and secure
transaction processing experience, the Company offers
high-volume processing of commercial and payment
transactions
including:
prepaid
cellular
telephone
recharges, bill payments, e-vouchers, electronic tax
payments, stamp duty services and prepaid card
recharges. These services are primarily offered outside of
North America. The Company categorizes revenue from
commercial services as service revenue from “Systems,
software, and other” as described in Note 4, Revenue
Recognition, to the Consolidated Financial Statements.
Discontinued Operations - IGT Gaming
IGT Gaming has full responsibility for the worldwide land-
based gaming business, iGaming business, and sports
betting business, including sales, product management,
studios, global manufacturing, operations, technology, and
support.
IGT Gaming designs, develops, assembles or orders the
assembly of, and provides cabinets, games, systems, and
software for customers in regulated gaming markets
throughout the world under fixed fee, participation and
product sales contracts. As of December 31, 2024, IGT
Gaming holds more than 525 global gaming licenses and
primarily
does
business
with
commercial
casino
operators, tribal casino operators, and governmental
organizations (primarily consisting of lottery operators).
Additionally,
IGT
Gaming
provides
digital
gaming
products, enabling game play for real money wagers via
applications on mobile devices and internet websites, and
provides sports betting technology and management
services to licensed sports betting operators. IGT
Gaming’s principal products and services include: (i)
gaming machines and game content, including core
products, video poker, and video lottery terminals (“VLTs”);
(ii) gaming management systems; (iii) digital gaming; and
(iv) sports betting technology and management services.
Research & Development (R&D)
The Company devotes resources to R&D of lottery
products and services and incurred $44 million and $37
million of related expenses from continuing operations,
excluding amortization of capitalized software, in 2024
and 2023, respectively. In addition to expensed R&D, a
portion of the investment in R&D has been capitalized and
recorded as Systems, equipment and other assets related
to contracts, net or Intangible assets, net - Computer
software, which is amortized to cost of services. The
Company’s R&D efforts cover multiple creative and
engineering
disciplines
for
its
business,
including
innovative retail solutions, hardware and software,
creative lottery games and game content, and instant
ticket printing technology and design. These products are
created primarily by employee designers, engineers, and
artists, as well as third-party content creators.
Trends and factors influencing Company
performance
The Company generally experiences seasonality based
on when contracts with customers are executed or
extensions are negotiated and seasonal patterns in
consumer demand impacting wagers. This seasonality is
reflected, to a greater extent, in revenues from LMAs
which include potential incentives or shortfalls based on
achievement of or failure to achieve contractual metrics
over the contract year due to the fact that these LMA
incentives are estimated and accrued over the lotteries
fiscal year. Lottery consumption may increase in
December and around the holidays but decrease over the
summer months due to the tendency of consumers to be
on vacation during that time. Seasonal gaming trends
generally show higher play levels in the spring and
summer months and lower levels in the fall and winter
months.
In any event, the Company’s worldwide operations can be
affected by industrial, economic, and political factors on
both a regional and global level. The ongoing conflict
between Russia and Ukraine, the Israeli-Hamas conflict,
the tightening of monetary policy by central banks and
other macroeconomic factors have caused disruptions
and uncertainty in the global economy, including rising
interest rates, increased inflationary pressures, foreign
exchange rate fluctuations, potential cybersecurity risks,
and exacerbated supply chain challenges. However, these
events did not have a material impact on our supply chain
or our results of operations. The extent to which our
business,
or
the
business
of
our
suppliers
or
manufacturers, will be impacted in the future is unknown.
We will continue to monitor the effects of these events, as
well as the prospect of trade wars involving the U.S. and
other countries, which could raise the prices of certain
consumer goods, on our business and our results of
operations. The following are the principal factors which
have affected the Company’s results of operations and
financial condition and/or which may affect results of
operations and financial condition for future periods.
Strategic Report
Annual Report and Accounts 2024
Page | 14
Sale of IGT Gaming
As previously disclosed in the Company’s 2023 Annual
Report and Accounts, on February 28, 2024, the Parent
entered into the “February 2024 Agreements” with Everi,
pursuant to which the Parent planned to separate IGT
Gaming by way of a taxable spin-off to the Parent’s
shareholders and then immediately combine such
businesses with Everi. The transaction contemplated by
the February 2024 Agreements (which were subsequently
terminated as described below) was expected to close in
late 2024 or early 2025.
On July 26, 2024, the Parent, Everi and Voyager Parent,
LLC (a holding company owned by Apollo Funds),
amongst others, entered into the transaction agreements
for the Proposed Transaction whereby IGT Gaming and
Everi will be simultaneously acquired by the Buyer in an
all-cash transaction. The Parent will receive $4.05 billion
in cash, subject to customary transaction adjustments in
accordance with these transaction agreements, for IGT
Gaming. In connection with the entry into these
transaction agreements, the February 2024 Agreements
were terminated. The Proposed Transaction, which is
expected to be completed by the end of the third quarter
of 2025, is subject to the satisfaction of customary closing
conditions, including among others (i) final approval by
Everi’s stockholders, which was received on November
14, 2024, (ii) clearance of U.S. anti-trust review, with the
waiting period having expired on November 20, 2024, and
(iii) receipt of regulatory approvals from gaming regulators
in the jurisdictions where the combined company will
operate.
Product Sales
Product sales fluctuate from year to year due to the mix,
volume, and timing of the transactions. Product sales
amounted
to
$149
million
and
$171
million,
or
approximately 6% and 7% of total revenues, for the years
ended December 31, 2024 and 2023, respectively.
Jackpots
The Company believes that the performance of lottery
products is influenced by the size of advertised jackpots in
jurisdictions that offer such jackpots. Typically, as jackpots
increase, sales of lottery tickets also increase, further
increasing the advertised jackpot level. However, in a
rising interest rate environment, advertised jackpot levels
will increase more rapidly than they previously did given
the annuity basis of the displayed jackpots. Therefore, in a
higher interest rate environment, jackpot game ticket
sales may be increasing at a relatively slower rate than
the corresponding jackpot levels. In a lower interest rate
environment, advertised jackpot levels are slower to
increase which can negatively impact the sales of lottery
tickets.
Effects of Foreign Exchange Rates
The Company is affected by fluctuations in foreign
exchange rates (i) through translation of foreign currency
financial statements into U.S. dollars for consolidation,
which is referred to as the translation impact, and (ii)
through transactions by subsidiaries in currencies other
than their own functional currencies, which is referred to
as the transaction impact. Translation impacts arise in the
preparation of the Consolidated Financial Statements; in
particular, the Consolidated Financial Statements are
prepared in U.S. dollars while the financial statements of
each of the Company’s subsidiaries are generally
prepared in the functional currency of that subsidiary. In
preparing the Consolidated Financial Statements, assets
and liabilities measured in the functional currency of the
subsidiaries are translated into U.S. dollars using the
exchange rate prevailing at the balance sheet date, while
income and expenses are translated using the average
exchange rates for the period covered. Accordingly,
fluctuations in the exchange rate of the functional
currencies of the Company’s subsidiaries against the U.S.
dollar impacts the Company’s results of operations. The
Company is particularly exposed to movements in the
Euro/U.S. dollar exchange rate. Although the fluctuations
in exchange rates have had a significant impact on the
Company’s revenues, net income, and net debt, the
impact on operating income and cash flows is less
significant as revenues are typically matched to costs
denominated in the same currency.
Given the impact of foreign exchange rates on our
consolidated results, certain key performance indicators
(such as same-store sales) and financial fluctuations are
reported on a constant-currency basis in order to facilitate
period-to-period comparisons of our results without regard
to the impact of fluctuating foreign currency exchange
rates.
Strategic Report
Annual Report and Accounts 2024
Page | 15
Financial Performance
Results of Operations
Comparison of the years ended December 31, 2024 and 2023
Revenues and Key Performance Indicators
For the year ended December 31,
2024
2023
Change
($ in millions)
$
$
$
%
Operating and facilities management contracts, net
2,308
2,304
4
—
Systems, software, and other
55
54
2
+3
Service revenue
2,363
2,357
6
—
Product sales
149
171
(22)
-13
Total revenue
2,512
2,528
(16)
-1
Total revenue for the year ended December 31, 2024 decreased $16 million, due primarily to a decrease in U.S. multi-
state jackpot activity and product sales, partially offset by an increase in instant ticket and draw-game same-store sales
growth in Italy, as discussed in further detail below.
For the year ended December 31,
(% on a constant-currency basis)
2024
2023
Global same-store sales growth
Instant ticket & draw games
+1.1 %
+1.5 %
U.S. Multi-state jackpots
-22.1 %
+10.9 %
Total
-0.8 %
+2.3 %
U.S. & Canada same-store sales growth
Instant ticket & draw games
-0.5 %
+0.5 %
U.S. Multi-state jackpots
-22.1 %
+10.9 %
Total
-3.3 %
+1.7 %
Rest of world same-store sales growth
Instant ticket & draw games
+3.3 %
-1.0 %
Italy same-store sales growth
Instant ticket & draw games
+4.1 %
+6.6 %
Strategic Report
Annual Report and Accounts 2024
Page | 16
Revenues: Year Ended 2024 compared to Year Ended 2023
($ in millions)
$2,528
37
(29)
3
(17)
2,521
(9)
$2,512
2023
Instant
ticket &
Draw
games
MSJP
Other
Services
Product
sales
Actual at
PY FX
Currency
2024
Service revenue for the year ended December 31, 2024 increased primarily as a result of instant ticket & draw games
same-store sales growth in Italy of 4.1%. Same-store sales for U.S. multi-state jackpot ticket (“MSJP”) games (Mega
Millions® and Powerball®) experienced a 22.1% decrease, primarily attributable to higher jackpot activity in the prior
corresponding period. Other services increased, due primarily to a $13 million increase in Europe from lapsing of
unexercised contractual rights and valued added services partially offset by a $10 million decrease, primarily the result of
a benefit in the prior corresponding period related to the successful resolution of a customer contract dispute and a
decrease in LMA incentives.
Product sales revenue for the year ended December 31, 2024 decreased 13% from the prior corresponding period,
principally due to decreases from a $13 million iLottery license in Europe and a $10 million multi-year central system
software license, all in the prior corresponding period, partially offset by a $5 million increase in U.S. instant ticket printing
operations.
Cost of Revenue
For the year ended December 31,
Change
($ in millions)
2024
2023
$
%
Cost of services
1,225
1,206
19
+2
Cost of product sales
117
112
5
+5
Cost of services for the year ended December 31, 2024 increased $19 million, or 2% from the prior corresponding period,
primarily attributable to $12 million of additional payroll and benefit costs as a result of increased headcount and
inflationary conditions, as well as a $9 million aggregate increase in variable costs and project costs supporting contract
renewal and extension activity. The increase in cost of product sales for the year ended December 31, 2024 is primarily
due to product mix with lower margin instant ticket product sales compared to higher margin software license sales in the
prior corresponding period.
Strategic Report
Annual Report and Accounts 2024
Page | 17
Gross Margins
For the year ended December 31,
Change
($ in millions)
2024
2023
$ / Basis Points
(“bps”)
%
Gross margin
Service
1,138
1,151
(14)
-1
% of service revenue
48 %
49 %
(70) bps
Product
33
59
(27)
-45
% of product sales
22 %
35 %
(1300) bps
Service gross margin as a percentage of service revenue decreased 70 basis points. Gross margin as a percentage of
service revenue decreased slightly to 48% from 49%, primarily due to the increase in cost of services discussed above.
Cost of product sales as a percentage of product sales decreased by approximately 1,300 basis points and product gross
margin as a percentage of product sales decreased by the same, principally as a result of product mix.
Operating expenses
For the year ended December 31,
Change
($ in millions)
2024
2023
$
%
Selling, general and administrative
392
406
(14)
-3
Selling, general and administrative expenses decreased primarily due to reduced costs for legal consultants and the
tentative legal settlement related to the Texas Fun 5 instant ticket game incurred in the prior corresponding period. This
decrease was, partially offset by increased payroll and benefit costs, mainly due to increased salaries and medical costs
driven by inflation.
For the year ended December 31,
Change
($ in millions)
2024
2023
$
%
Research and development
44
37
7
+20
Research and development expenses increased, mainly due to higher outside services for investments in developing
system upgrades and cloud integration.
For the year ended December 31,
Change
($ in millions)
2024
2023
$
%
Restructuring
38
13
25
+186
During 2024, management initiated a multi-phase restructuring plan, OPtiMa 3.0, to realign and optimize our cost
structure following the sale of IGT Gaming. The restructuring costs consist primarily of severance and related employee
costs. Actions under the plan are expected to be completed within the next 12 months.
Operating Margins
For the year ended December 31,
Change
($ in millions)
2024
2023
$ / bps
%
Operating income
690
754
(64)
(8)
Operating margin
27 %
30 %
(230) bps
Operating margin decreased, primarily as a result of higher costs associated with restructuring initiated in the third quarter,
as well as a decrease in product revenue with product mix negatively impacting product margins as discussed above.
Strategic Report
Annual Report and Accounts 2024
Page | 18
Non-operating expenses
For the year ended December 31,
Change
($ in millions)
2024
2023
$
%
Interest expense, net
294
300
(6)
-2
Net interest expense decreased slightly, principally as a result of lower average borrowings on the Revolving Credit
Facilities.
Foreign exchange (gain) loss, net
(52)
44
(96)
> 200.0
Foreign exchange (gain) loss, net principally relates to fluctuations in the Euro to U.S. dollar exchange rate on internal
and external debt. In addition, we entered into a short-duration foreign exchange forward contract in order to preserve
the U.S. Dollar purchasing power of the Euro debt issued in September 2024, resulting in a $7.4 million loss on
settlement.
Other non-operating expense, net
51
69
(17)
-25
Other non-operating expense, net decreased, primarily due to changes in the financial liability related to a contractual
obligation with a member of the consortium entered into for the Gioco del Lotto service license, and $5 million in losses
due to the extinguishment of debt in the prior corresponding period.
Provision for income taxes
253
225
28
+13
The increase in provision for income taxes was primarily driven by the Global Intangible Low-Taxed Income tax (“GILTI”)
and withholding taxes associated with dividend payments, partially offset by a reduction in valuation allowances.
Income from discontinued operations
For the year ended December 31,
Change
($ in millions)
2024
2023
$
%
Income from discontinued operations, net of tax
328
132
196
148
Discontinued operations reflects the income from the discontinued operations of IGT Gaming. Revenues for the year
ended December 31, 2024 increased, primarily due to higher service revenue driven by installed base units growth, as
well as an increase in product sales, principally as a result of terminal leases and poker software licenses, partially offset
by lower gaming terminal sales as compared to the prior period. Income from discontinued operations, net of tax benefited
further, primarily due to lower depreciation and amortization while the disposal group was held for sale. See “Notes to the
Consolidated Financial Statements—Note 3. Discontinued Operations and Assets Held for Sale” elsewhere in this Annual
Report and Accounts for additional detail.
Liquidity
The Company’s business is capital intensive and requires liquidity to meet its obligations and fund growth. Historically, the
Company’s primary sources of liquidity have been cash flows from operations and, to a lesser extent, cash proceeds from
financing activities, including amounts available under the Revolving Credit Facilities. In addition to general working capital
and operational needs, the Company’s liquidity requirements arise primarily from its need to meet debt service obligations
and to fund capital expenditures and upfront license fee payments. The Company also requires liquidity to fund
acquisitions and associated costs. The Company’s cash flows generated from operating activities together with cash flows
generated from financing activities have historically been sufficient to meet the Company's liquidity needs.
The Company believes its ability to generate cash from operations to reinvest in its business is one of its fundamental
financial strengths. Combined with funds currently available and committed borrowing capacity, the Company expects to
have sufficient liquidity to meet its financial obligations and in the ordinary course of business for the next 12 months from
the date of issuance of these consolidated financial statements and for the longer-term period thereafter.
The cash management activities, 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.
Strategic Report
Annual Report and Accounts 2024
Page | 19
At December 31, 2024 and 2023, the Company’s total available liquidity was as follows, respectively:
December 31,
($ in millions)
2024
2023
Revolving Credit Facilities
1,364
1,234
Cash and cash equivalents
584
572
Total Liquidity
1,948
1,805
The Revolving Credit Facilities are subject to customary covenants (including maintaining a minimum ratio of EBITDA to
total net interest costs and a maximum ratio of total net debt to EBITDA) and events of default, none of which are
expected to impact the Company’s liquidity or capital resources. At December 31, 2024, the issuers were in compliance
with such covenants.
Refer to the “Notes to the Consolidated Financial Statements—16. Debt” for information regarding the Company’s debt
obligations, including the maturity profile of borrowings and committed borrowing facilities..
At December 31, 2024 and 2023, approximately 25% and 28% of the Company’s debt portfolio was exposed to interest
rate fluctuations, respectively. The Company’s exposure to floating rates of interest primarily relates to the Revolving
Credit Facilities and Euro Term Loan Facilities due January 2027.
The following table summarizes the Company’s USD equivalent cash and cash equivalent balances by currency:
December 31, 2024
December 31, 2023
($ in millions)
$
%
$
%
Euros
296
51
310
54
U.S. dollars
182
31
137
24
Other currencies
105
18
125
22
Total Cash and cash equivalents
584
100
572
100
The Company maintains its cash deposits in a diversified portfolio of global banks, the majority of which are considered
Global Systemically Important Banks. The Company holds an immaterial amount of cash in countries where there may be
legal or economic restrictions on the ability of subsidiaries to transfer funds in the form of cash dividends, loans, or
advances. Furthermore, certain regulatory restrictions due to the shortage of foreign exchange reserves are present in
Trinidad and Tobago where approximately $28 million of our foreign cash resides. These restrictions do not have an
impact on the ability of the Company to meets its cash obligations.
Cash Flow Summary
The following table summarizes the Consolidated Statement of Cash Flows. A complete statement of cash flows is
provided in the Consolidated Financial Statements included herein.
Cash Flows - Continuing Operations
666
(150)
(558)
841
(151)
(613)
December 31, 2024
December 31, 2023
Operating activities
Investing activities
Financing activities
Strategic Report
Annual Report and Accounts 2024
Page | 20
Net cash provided by operating activities from continuing operations was $666 million for the year ended December 31,
2024, compared with net cash provided of $841 million for the same period in 2023. The decrease was primarily due to
changes of $131 million as a result of timing of tax and interest payments, unfavorable changes in foreign exchange of
$96 million, and a $13 million decrease in depreciation and amortization from the prior corresponding period. Within
working capital, excluding the impact of tax and interest payments, changes in trade receivables unfavorably impacted
cash flows by $30 million; this was more than offset by changes in accounts payable and inventory favorably impacting
cash flows by $49 million and $16 million, respectively, primarily due to timing of receipts, payments, and lower inventory
purchasing during the year ended December 31, 2024 compared to the prior year period.
Net cash used for investing activities for the year ended December 31, 2024 was $150 million, compared with net cash
used of $151 million for the year ended December 31, 2023. Capital expenditures were relatively stable compared to the
same period in 2023.
Net cash used for financing activities for the year ended December 31, 2024 was $558 million, compared with net cash
used of $613 million in the same period of 2023. The change was primarily due to a $45 million net increase as proceeds
from debt exceeded payments in the year ended December 31, 2024 compared to the same period in 2023.
Cash Flows - Discontinued Operations
437
(205)
(70)
225
(241)
(64)
December 31, 2024
December 31, 2023
Operating activities
Investing activities
Financing activities
Net cash provided by operating activities from discontinued operations was $437 million in the year ended December 31,
2024, compared with $225 million for the same period in 2023, increasing primarily due to a $184 million payment, net of
tax benefits on the DDI / Benson Matter provision in the prior corresponding period. Net cash used for investing activities
was $205 million in the year ended December 31, 2024, compared with $241 million for the same period in 2023. The
change was primarily due to a $30 million decrease in capital expenditures. Net cash used by financing activities was $70
million in the year ended December 31, 2024, compared with $64 million for the same period in 2023. Net cash used for
financing activities primarily related to payments on deferred license obligations, dividend payments to non-controlling
interests, and escrow payments on the iSoftBet acquisition.
Non-financial measures
Non-financial measures have a useful role alongside financial measures to inform decision making and to evaluate the
Company's performance. Refer to the Strategic Report and the Directors' Report for further information on non-financial
measures.
Strategic Report
Annual Report and Accounts 2024
Page | 21
Sustainability
IGT’s commitment to sustainability is encompassed in its
Sustainable PlayTM program that celebrates our dedication
to our people and planet as we deliver innovation and
excellence. IGT seeks to advance the gaming industry
with sustainable practices that benefit the Company and
its key stakeholders through a broad spectrum of
programs, including the Company’s responsible gaming,
environmental
and
human
rights
initiatives,
and
establishing policies such as the Global Sustainability
Policy, Responsible Gaming Policy, Human Rights Policy
Statement, Environmental Policy, Diversity, Equity and
Inclusion Global Policy, and Community Giving and
Engagement
Policy.
In
an
effort
to
maintaining
sustainability leadership and growing the business
responsibly, the Company has established a structured
and dedicated governance framework, which includes
high standards of ESG practices.
The Global Sustainability team leads project planning for
the IGT Sustainability Plan and coordinates the data
collection efforts and reporting systems of many different
departments to fulfil the criteria of ESG questionnaires.
The
Global
Sustainability
team
also
leads
the
development of a global community engagement strategy,
the
establishment
of
partnerships
with
non-profit
associations,
and
the
implementation
of
global
responsible gaming initiatives consistent with industry
standards.
The
Sustainability
Steering
Committee
(“SSC”),
established with representatives from several corporate
functions, represents an integral part of the Company’s
corporate
sustainability
governance
by
endorsing
programs and initiatives that contribute to the Company’s
sustainability strategy. The SSC is cultivating a long-term
vision and related objectives on sustainability, fostering a
consistent sustainability approach across all regions and
businesses,
and
increasing
communication
on
sustainability practices by sharing best practices at global
and local levels.
The Nominating and Corporate Governance Committee
(“NCGC”)
oversees
the
Company’s
strategy
on
sustainability, and
monitors
implementation
of
the
Company’s sustainability program, including a review of
the Company’s public disclosures regarding ESG matters
such as the annual Sustainability Report and the Modern
Slavery Statement. Marco Sala, Executive Chair of the
Board, has specific responsibilities for addressing
corporate governance, sustainability initiatives (including
environmental and climate-related matters), and providing
strategic guidance.
IGT’s ongoing commitment to sustainability is supported
by concrete actions that reinforce its purpose-driven
mission.
Through
the
development
of
the
IGT
Sustainability Plan, the Company’s sustainability priorities
are aligned with business priorities under the theme of
“Inspiring Global Transformation.” This plan, approved by
the SSC in 2022 and updated in June 2024, aims to
further integrate sustainability along the entire value chain
and improve ESG impact in daily operations, including the
identification of a comprehensive set of targets and
actions that drive IGT towards its priorities and ambitions.
In 2023, the Company published its Global Sustainability
Policy which outlines goals and objectives in relation to
ESG practices. It defines the framework for sustainability
at IGT and provides a governing platform for the
Company’s sustainability work in all key areas of business
activity, including providing services, working with
suppliers, employee interaction and industry-affecting
activities.
In the same year, the Company launched Sustainable
PlayTM, the program that represents IGT’s commitment to
leading the gaming industry in global sustainability by
aligning
its
sustainability
plan
and
strategy,
and
celebrating the Company’s dedication to its people and
the planet.
The Company also launched its Sustainability Champions
program in 2023, recognized as the Fabio Cairoli
Sustainability Champions, to honor the former Global
Lottery CEO, Fabio Cairoli, who unexpectedly passed
away in 2023. This program celebrates IGT employees for
demonstrating
an
outstanding
commitment
to
sustainability in their personal or professional lives. The
Champions are recognized for their dedication to one or
more of IGT’s four sustainability pillars set out hereafter,
which are integral to the Company’s global sustainability
strategy, and represent the foundation of Sustainable
Play™.
VALUING AND PROTECTING OUR PEOPLE
The organizational climate of a business reflects how
employees
at
all
levels
perceive
the
workplace
environment.
Many
factors
can
contribute
to
an
employee’s perception, and the Company strives to
develop initiatives and programs that support a positive
organizational
climate,
such
as
the
employee-led
Employee Impact Groups (“EIGs”). IGT’s people strategy,
which
among
others
includes
commitments
to
sustainability, diversity, equity and inclusion, and ethical
operations, has been recognized by the 2023 and 2024
Top Employer Certification for IGT operations in Canada,
Italy and the U.S.
ADVANCING RESPONSIBILITY
The Company maintains certifications in responsible
gaming through both the Global Gambling Guidance
Group (G4) and the World Lottery Association. IGT has
adopted a positive play approach that encourages all
users to apply healthy play behaviors to their game play.
Strategic Report
Annual Report and Accounts 2024
Page | 22
IGT believes that it is incumbent upon all stakeholders in
the gaming industry to take a proactive approach to
problem and underage gambling. Responsible gaming
capabilities and features are part of the Company’s core
products, and IGT is positioned to help customers achieve
their responsible gaming goals.
SUPPORTING OUR COMMUNITIES
The Company supports communities through corporate
and employee-driven programs. The flagship After School
Advantage program is designed to deliver technology and
skill development in Science, Technology, Engineering,
Arts and Mathematics (STEAM) education to youth. Since
1999, IGT has placed over 390 digital learning centers
worldwide, helping children to enhance their educational
and work-related skills. The Company also supports
communities financially through a charitable giving
program that aligns with IGT’s Sustainable Development
Goals (“SDGs”), further discussed hereafter. Employee-
driven programs support the unique passions of
employees and promote volunteerism.
FOSTERING SUSTAINABLE OPERATIONS
The Company promotes responsible behaviors throughout
its supply chain by requiring suppliers to adhere to its
Supplier Code of Conduct, which references compliance
with regulations, and promotes human rights and
environmental protection. With respect to corporate
environmental practices, IGT administers programs that
reduce emissions and increase energy efficiency. With the
annual compilation of the Company’s greenhouse gas
inventory, which from 2022 includes all relevant emissions
occurring along the value chain, IGT is deploying the
initiatives related to the Company’s Decarbonization
Pathway with the aim of reducing its own greenhouse gas
emissions which incorporates targets submitted to the
Science Based Targets initiative (SBTi), including a
commitment to reach Net-Zero greenhouse gas emissions
across the value chain by 2050.
IGT’s key priorities inspire four corresponding ambitions
that are outlined in the IGT Sustainability Plan:
•
Become the employer of choice for the talent of the
future, by promoting a positive, diverse, inclusive and
equitable work environment, where all employees feel
safe and represented, and human rights are
protected;
•
Contribute
to
a
secure
and
positive
gaming
environment, by adhering to the highest ethical
standards and promoting positive play concepts;
•
Engage
with
community
partners
to
facilitate
opportunities for support, learning and growth, by
developing education and support programs in local
communities through strategic engagement with
reputable organizations whose missions are aligned
with IGT’s SDGs; and
•
Fight climate change, promote circularity, and
enhance sustainable procurement, by improving the
efficiency of operations such as through improved
energy consumption, choosing renewable energy
suppliers, and utilizing low environmental impact
materials.
IGT’s ongoing pledge to sustainable growth within the
gaming industry includes the adoption of nine out of 17
SDGs, as included in the 2030 United Nations (UN)
Agenda for Sustainable Development. Considering IGT’s
business activities and sustainability priorities, the
Company has identified nine SDGs as key areas of focus:
no poverty (SDG 1), good health and well-being (SDG 3),
quality education (SDG 4), gender equality (SDG 5),
affordable and clean energy (SDG 7), decent work and
economic growth (SDG 8), industry innovation and
infrastructure (SDG 9), reduced inequalities (SDG 10),
and climate action (SDG 13).
The Company also adheres to the United Nations Global
Compact (“UN Global Compact”), the largest corporate
responsibility initiative in the world for the development,
implementation, and disclosure of responsible corporate
policies and practices.
The Company’s sustainability efforts are also routinely
evaluated by ESG rating agencies.
•
In January 2024, IGT received a gold medal
sustainability rating from EcoVadis, positioning IGT
among the top 5% of global companies rated by
EcoVadis. EcoVadis assesses companies using 21
sustainability
criteria
within
the
categories
of
environment, labor and human rights, ethics, and
sustainable procurement.
•
In February 2024, IGT received a Management level
(B) score from the CDP - formerly known as the
Carbon Disclosure Project - recognizing the Company
for taking coordinated actions on climate issues.
•
As of December 2024, IGT maintained its AAA rating
from MSCI. MSCI ESG Ratings aim to measure a
company’s management of financially relevant ESG
risks and opportunities.
•
In December 2024, IGT achieved a score of 62 from
the S&P Corporate Sustainability Assessment (“S&P
CSA”) with an increase of 8 points from the last score,
and based on this assessment, IGT was included in
the
2025
S&P
Sustainability
Yearbook
that
distinguishes those companies within their industries
that have each demonstrated strengths in corporate
sustainability. S&P CSA is one of the foremost global
sustainability benchmark.
Strategic Report
Annual Report and Accounts 2024
Page | 23
Community
As a global leader in one of the most regulated industries,
IGT has operations across a broad spectrum of regions
and
cultures.
Through
a
solid
commitment
to
sustainability, IGT strives to be a responsible partner for
local and international authorities, customers, and players
in markets and jurisdictions where the Company operates.
IGT’s Social Impact Committee (“SIC”) oversees funding
distribution, and guides IGT’s progress towards meeting
its charitable giving goals. The SIC, comprised of senior
leaders from several departments and regions, ensures
accountability, compliance and transparency within the
Company’s charitable giving programs.
IGT is determined to have a positive impact on the
communities in which the Company operates through
corporate and employee-driven community programs. The
Global Community Giving & Engagement Policy was
created to inform and educate all relevant stakeholders
about IGT’s approach in supporting the communities
where it operates through corporate and employee-driven
activities and provides guidelines on community giving.
Community sponsorships are managed through an online
giving portal that allows any non-profit organization to
request funding or sponsorship. Community requests are
reviewed by the SIC to ensure that the organization and
its mission align with IGT’s SDGs.
In 2024, the Company continued to support organizations
that align with IGT’s SDGs. IGT also continued supporting
the corporate-driven After School Advantage program and
the development of Science, Technology, Engineering and
Math (STEM) based curriculum in partnership with the
STEM Discovery Center based in the U.K. The curriculum
has been provided to local site leaders to offer to their
upcoming After School Advantage local partners. Through
these initiatives, IGT continues to support STEM-focused
partnerships to promote technology and skill development
for youth to create talent pools and support underserved
communities, thereby encouraging skill development and
creating a sustainable workforce for the future.
The Company’s corporate-driven Community Ambassador
program fosters local community efforts that align with
IGT’s SDGs. Through the Community Ambassador
program, the Company celebrates Earth Day/Month,
International Women’s Day (a partnership with the office
of DEI), Food Insecurity Awareness Month, Season of
Giving, Global Giving Month and Literacy Awareness
Month, and employees donate or volunteer to causes
within their communities through these local community
efforts. In 2024, IGT continued to offer virtual volunteering
and on-site volunteering with Goodera, IGT’s community
engagement vendor that specializes in curating volunteer
events
across
the
globe,
to
increase
employee
participation when time or distance is a barrier.
The Company’s employee-driven programs provide
employees the opportunity to give back to their local
communities by giving their time, talent, or money. In
2024, the Company continued its employee-driven
programs, which include Dollars for Doers, Community
Champions, and Day Off for Volunteerism.
Responsible gaming
Being part of a community at large also means placing a
focus on player protection and engaging with key
stakeholders for a well-rounded responsible gaming
program.
IGT
maintains
close
relationships
with
customers, gaming regulators and researchers to further
its support of player protection. The Company also works
closely with advocacy and research groups who promote
tools to prevent problem gambling, support responsible
gaming organizations, and work to prevent underage
gambling.
IGT’s commitment to responsible gaming starts with its
own people and is woven into the fabric of product
development, services, programs, and policies. IGT
ensures that employees at all levels and responsibilities
are trained to support and promote responsible gaming in
their daily activities, with additional in-depth courses for
employees in specific roles such as game designers and
contact center associates. Lottery, gaming and digital
products and solutions include advanced responsible
gaming tools that help safeguard players’ interests and
address regulators’ concerns. Supporting this commitment
to responsible gaming, IGT published a comprehensive
Responsible Gaming Policy for all employees to inform all
relevant stakeholders about IGT’s responsible gaming
initiatives and commitments. The policy establishes a
governance structure for responsible gaming strategy that
includes the development of topic-focused working groups
that will convene as topics arise and a specific outcome is
identified. The Responsible Gaming Policy also addresses
employee gambling and establishes a local helpline
database for employees who may have concerns about
problem gambling for themselves or loved ones.
In 2024, IGT released an all-employee responsible
gaming micro-learning training that focused on the
concept of Positive Play which is an approach that
encourages healthy play behaviors among all players
through education and awareness of positive play
principles. The training was created in collaboration with a
responsible gaming expert who created the widely
adopted and researched Positive Play Scale. In March of
the same year, the same responsible gaming expert was
a guest speaker for all employees during IGT’s Problem
Gambling Awareness Month providing awareness about
his research and its application to the gaming industry.
The certifications awarded to IGT by respected gaming
industry associations worldwide are a testament to the
Company’s commitment to responsible gaming. IGT was
among the first lottery vendors to receive the World
Lottery Association’s Responsible Gaming Standards for
Associate Members, covering IGT’s lottery operations and
was re-certified in 2024 (such certification is valid for three
years). IGT received G4 responsible gaming certification
in 2017 and 2019 for its land-based casino operations and
Strategic Report
Annual Report and Accounts 2024
Page | 24
digital services, respectively, making it the first supplier to
be certified across both operations. In 2020 and 2022, G4
re-certified IGT for both operations simultaneously, and in
2022 IGT also received its first responsible gaming
certification for sports betting. IGT Gaming business was
re-certified by G4 in 2023. In 2024, in addition to re-
certifying the Lottery business against the World Lottery
Association’s
Responsible
Gaming
framework,
IGT
became the first iLottery supplier to receive the National
Council on Problem Gambling’s iCAP Ready certification.
As part of a long-standing commitment with The American
Gaming Association (AGA), in 2024, IGT supported the
Responsible Gaming Education Month, an extension of
the Responsible Gaming Education Week created by AGA
in 1998 to increase awareness of problem gambling
among gaming industry employees and customers and to
promote responsible gaming nationwide. IGT also
participated in the U.K. Safer Gambling Week with the
Betting and Gaming Council, and the Problem Gambling
Awareness Month with the National Council on Problem
Gambling to promote responsible gaming awareness in
the respective jurisdictions.
Human rights
The Company supports and partners with international
institutions and authorities to promote corporate actions
that advance societal goals. By joining the UN Global
Compact network, IGT strengthens its commitment to
human rights principles derived from international
conventions such as the International Bill of Human
Rights including the UN Universal Declaration of Human
Rights
and
the
fundamental
Conventions
of
the
International Labor Organization.
The first two principles of the UN Global Compact are
directly related to human rights and they respectively state
that businesses should first, support and respect the
protection of internationally proclaimed human rights and
second, ensure they are not complicit in human rights
violations. IGT identifies these two principles as a main
guide for its action towards human rights protection and
promotion. In line with the third principle, relating to labor,
which states that businesses should uphold the freedom
of association and the effective recognition of the right to
collective bargaining, IGT recognizes the value of using
dialogue and negotiation to achieve positive outcomes in
employment practices. The Company abides by non-
discriminatory policies and procedures with respect to
trade unions and union memberships and their activities,
and provides workers’ representatives with appropriate
services to assist in the development of effective collective
agreements. IGT is involved in collective bargaining in
different countries, accommodates specific local laws and
regulations, and provides the tools needed for union
representatives to perform their duties.
To develop specific targets and initiatives to achieve the
SDGs, IGT has established an ongoing process focused
on promoting internal measures to fight all forms of
discrimination,
fostering
a
productive
employment
environment, guaranteeing fair and favorable working
conditions, raising awareness about human rights
practices, and supporting the rights of vulnerable groups.
Specifically, the process includes measures for the
protection
of
human
rights
within
the
Company
boundaries, thus minimizing the risk of any human rights
violation.
IGT’s
Human
Rights
Policy
Statement
contains
information about commitment, responsibilities, and
behaviors in relation to human rights, required from all
employees, directors, officers, and consultants, and
expected from third parties, agents or representatives who
deal with or act on behalf of IGT and its controlled
affiliates. Since 2022, all employees have been required
to undertake annual training and certification of the
Human Rights Policy Statement. Through the Human
Rights Policy Statement, IGT recognizes its role as a
global organization and its responsibility for promoting
human dignity. Both in 2023 and in 2024, IGT was
included in the Human Rights Campaign Foundation’s
Corporate Equality Index, which measures LGBTQ+
inclusion in the workplace, in recognition of its
commitment to human rights protection. IGT achieved
“Best Place to Work for LGBTQ+ Equality” for 2023 and
2024.
The Company’s approach to diversity, equity and
inclusion, equal employment opportunity and non-
discrimination, safe workplace and human rights, among
others, are also set out in IGT’s Code of Conduct, which
serves as a guide to the legal and ethical standards
expected of employees. All IGT employees are required to
acknowledge the Code of Conduct as soon as they start
working for the Company and to undertake annual
certification of the Code of Conduct.
Responsibilities for health and safety at IGT are shared.
The Company is committed to providing, maintaining and
promoting
a
safe,
healthy
and
productive
work
environment for all employees and ensuring compliance
with all applicable environmental health and safety
regulations. IGT’s Safe and Healthy Work Environment
Policy covers topics such as workplace violence, illegal
drug and alcohol use, tobacco use, fitness for duty and
covers the actions that should be taken if someone needs
to report a violation.
From an external perspective, IGT focuses on the
protection of human rights and the environment along the
entire supply chain of the organization. The Company
developed the Supplier Code of Conduct which includes
requirements related to, among other things, business
ethics and regulatory compliance, human rights and labor
practices, environmental regulations and protection,
responsible mineral sourcing, and health and safety.
Suppliers are required to promptly inform IGT of any
potential violation of the code. In the event of an actual
violation, IGT and a concerned supplier would develop a
remediation plan. The code has been sent to selected
Strategic Report
Annual Report and Accounts 2024
Page | 25
existing suppliers and is part of the onboarding process
for new suppliers.
Since 2023, IGT has been distributing an annual ESG
supplier qualification questionnaire covering topics such
as business ethics, social and inclusive supply chain,
environmental management, human rights, health and
safety and conflict minerals, aligned to the Supplier Code
of Conduct. Suppliers are required to complete and return
the questionnaire to measure their ESG performance and
track their progress towards compliance of the Supplier
Code of Conduct. In the same year, IGT also updated the
internal Procurement Policy with an extensive ESG
section to include language around human rights to
prohibit slavery and the use of forced, bonded, or child
labor across the supply chain, as well as to prohibit
unlawful discrimination and harassment to provide a safe
and inclusive work environment.
In 2024, IGT conducted a high-level human rights risk
assessment, incorporating both geographical risk factors
and labor activity profiles to map potential risks across the
supply chain. This assessment was focused on IGT
strategic and preferred suppliers, analyzing their locations
against the U.S. Department of Labor’s regional risk
indicators for forced labor and child labor. This approach,
alongside
the
annual
ESG
supplier
qualification
questionnaire and other due diligence efforts, enable us to
strategically assess and strengthen our oversight of
strategic and preferred suppliers given the impact they
have on the Company’s supply chain.
IGT has a zero-tolerance approach to modern slavery and
will not support it anywhere in its business or supply
chain. The Company is committed to acting ethically and
with integrity in all its business dealings and relationships,
and to implementing and enforcing effective systems and
controls to reduce and possibly prevent the risk of the
Company doing business with any entity or individual that
practices, or tolerates, or in any way favors modern
slavery. As one of its global sustainability initiatives, IGT
publishes an annual group Modern Slavery Statement
(accessible from IGT’s webpage (www.IGT.com)) in line
with the U.K. Modern Slavery Act 2015 to disclose the
steps taken to prevent modern slavery.
Employee
Diversity, Equity and Inclusion; Equal employment
IGT is actively engaged in building and sustaining a
diverse and inclusive company that anticipates and
addresses the specific needs of our employees, enabling
us to deliver unrivalled products and solutions to our
global customers and contribute to the communities
where our employees and customers live. In 2022, the
Company added “Equity” to the name of the Office of
Diversity, Equity and Inclusion to highlight the commitment
to meeting the individual needs of all employees, ensuring
fairness and access to growth, development, and
business opportunities. Subsequently in 2023, IGT
published its Diversity, Equity and Inclusion Global Policy
which sets out IGT’s stance on DEI.
The Company now has nine EIGs, which are employee
networks structured around dimensions of diversity and
are open to all employees. EIGs provide engagement and
development opportunities, help create awareness and
inspire conversations of the unique issues faced by
employees across the globe, and promote inclusion at
every level of the Company. Nearly 18% of the Company’s
employees belong to at least one EIG and thousands
more participate in engagement and development
opportunities, including mentorship programs hosted by
our EIGs.
The Women’s Inclusion Network, or WIN with IGT,
launched
their
eighth
chapter,
WINCanada.
The
Company’s EIG network has grown to include members
from IGT offices, business segments and corporate
support functions worldwide. IGT became the first gaming
supplier to earn the highly respected designation of “Best
Place to Work for LGBTQ+ Equality”. In further support of
LGBTQ+ inclusion at IGT, the Company implemented
training and other initiatives in support of LGBTQ+
employees, including the implementation of Gender
Transition Guidelines focused on U.S.-based employees
to provide support to employees in the process of gender
transition at work, and training to provide support for
colleagues, managers, and human resources business
partners.
Vince Sadusky, the Company’s CEO, co-signed the CEO
Action for Diversity and Inclusion, joining more than 2,000
companies dedicated to building a better society by
cultivating work environments that empower employees
and welcome diverse experiences and perspectives. In
addition,
IGT
joined
the
United
Nations
Women
Empowerment Principles in alignment with SDG 5 (gender
equality), which calls for equal women’s representation,
participation and leadership in business globally.
The Company launched several initiatives to strengthen
the Company’s individual and collective understanding of
DEI. Around 99% of the Company’s employees completed
the mandatory Ignite Inclusion in 2023, a multifaceted
inclusion learning campaign to elevate DEI principles,
including unconscious bias. On this journey, employees
expand knowledge of DEI concepts through individual
learning and have the opportunity to engage with
colleagues in a safe, supportive environment. Our
voluntary 2024 inclusion learning campaign, known as
“InclusionEdge!”, delivers engaging learning modules on a
quarterly basis that focuses on inclusive leadership
capabilities. Our employees truly value the curriculum, as
the
organization
has
seen
an
average
quarterly
completion rate of 86%. At the same time, leaders
throughout IGT participated in training designed to bolster
inclusive hiring practices.
Additionally, IGT has seen growth in the numbers of
people
from
underrepresented
groups
within
the
leadership ranks. For instance, as of 2024, around 30% of
all leaders are women, up over 5% since 2018, and
Strategic Report
Annual Report and Accounts 2024
Page | 26
around 16% of all leaders in the U.S. are people of color,
the highest in five years.
All IGT employees are invited to participate in training that
focuses on building awareness of the Company’s global
policies relating to human rights, equal employment, anti-
harassment and bullying. IGT is committed to providing
equal employment opportunities for all applicants and
employees based on qualifications. The Company
prohibits discrimination on the basis of characteristics
such as, race, color, religion, sex, gender, sexual
orientation, gender identity or expression, pregnancy,
marital status or civil partnership status, national origin,
citizenship, covered veteran status, ancestry, age,
physical or mental disability, medical condition, genetic
information, or any other legally protected status in
accordance with applicable local, state, federal and
international laws. To the extent reasonably possible, IGT
will accommodate applicants and employees with
disabilities, including those who acquire temporary or
long-term disabilities during their employment with IGT. In
addition, the Company may offer training and other
professional development opportunities to employees with
disabilities or those who become disabled during their
employment.
Career
development
and
promotion
opportunities
for
all
employees
are
based
on
qualifications, therefore disabled persons employed by the
Company are not treated unfavorably.
In an effort to gain an even deeper understanding of the
varying dimensions of identity within our employee base,
including people with disabilities, the Company launched
the Self-ID program, an optional, confidential and
anonymous system where employees can safely disclose
and share insights about their identity. The demographic
data collected from this portal will allow the Company to
have a better understanding of our employees’ identities,
and thereby better prepare to meet employee needs by
creating programs, opportunities for growth and building
employee benefits that more closely match our employee
population.
IGT values workplace diversity and respect for all
employees. The Company follows the principles set by the
International
Labour
Organization’s
Declaration
on
Fundamental Principles and Rights at Work in the
member countries where the Company operates and is
committed to providing a work environment where
everyone is treated with fairness, dignity, and respect
without discrimination.
IGT regularly updates its policies, outlining the Company’s
commitment to equal employment opportunities and non-
discrimination, thus fostering a work environment that
reflects a fair and inclusive culture that values unity and
difference.
The
Company
ensures
compliance
by
implementing practices to execute policies in business
conduct and training employees in the application of
procedures. IGT takes appropriate disciplinary action, up
to and including termination of employment, for violation
of the Company’s policies; except where prohibited by law
or contrary to local collective bargaining agreements. IGT
has a specific anti-harassment policy that reflects best
practices and addresses company culture, designed to set
expectations and standards of behavior required for all
IGT employees. Regular trainings and engaging in
conversations with employees are important in raising
awareness
and
educating
employees
about
the
Company’s policies and procedures.
The Company’s policies and work in these areas has led
to the following external recognition:
•
High-Ranking Gaming Supplier in 2021, 2022 and
2023 in the All-In Diversity Project All-Index™ report;
•
Best Place to Work for Disability Inclusion by the
Disability Equality Index for the U.S. (2023 and 2024)
and the U.K. (2024);
•
Best Diversity and Inclusion Employer in 2022, 2023
and 2024 at the European Casino Awards;
•
Best Place to Work for LGBTQ+ Equality in 2022 and
Equality 100 Award: Leader in LGBTQ+ Workplace
Inclusion in 2023 and 2024, by the Human Rights
Campaign Foundation;
•
Diversity and Inclusion award winner at the 2023 and
2024 Women in Gaming (WIG) Diversity & Employee
Wellbeing Awards (London); and
•
Top Employer in the U.S. and Canada in 2023 and
2024 by the Top Employers Institute; Top Employers
Italia certification in 2023 and 2024.
Gender diversity data
as of 31 December 2024
Male
Female
Total
Directors
8
4
12
Senior managers(1)
129
44
173
All employees
7,445
3,574
11,019
(1)
Including 33 directors of subsidiaries.
Communication
The Company utilizes a variety of communication tools
and channels to ensure information is appropriately
distributed to employees. This includes email, internal
social networking, a file-sharing and instant messaging
platform, print materials, and an internal website, OneIGT.
Across all platforms, information distributed to employees
ranges
from
financial
and
economic
news
to
organizational updates, new product launches, policies,
programs and stories about individual accomplishments,
among other topics. Since January 2020, when OneIGT
was officially launched, the website has received more
than 14 million site visits.
In 2024, IGT also hosted dozens of Company-wide and
business unit-wide meetings to provide employees with
important information and to field employee questions.
Topics included the Company’s financial performance,
talent
development
processes,
DEI
initiatives,
sustainability and the positive impact of IGT employees,
and business-specific events highlighting core facets of
IGT’s operations. These events featured leaders including
Strategic Report
Annual Report and Accounts 2024
Page | 27
but not limited to the CEO, CFO, the Senior Vice
President of People and Transformation, the CEO of
Global Lottery, the President of Global Gaming and the
President of IGT PlayDigital. The CEO led three global
town halls, also attended by the CFO and other senior
executives, of which two events were aimed at providing
information and answering employee questions on the
Strategic Review. The CFO also separately held a global
town hall and answered employee questions during the
event.
Independent of events, employees were also encouraged
to submit questions through an anonymous feedback
channel designed to bolster two-way communication.
Additionally, the Senior Vice President of People and
Transformation maintained an employee advisory board to
solicit input from employees on a range of topics.
Employee involvement in the Company’s
performance
In an effort to promote employee engagement in the
performance of the Company, IGT has offered several
performance-based programs, including an equity share-
award program for employees at a certain level. The
award
is
typically
conditioned
on
a
three-year
performance cycle, based on the achievement of several
predetermined financial metrics. Setting these thresholds
and offering this share incentive helps drive leadership
accountability
and
shareholder
alignment,
which
significantly impacts the overall performance of the
Company. IGT also offers a short-term incentive program
based on achievement of predetermined fiscal year
financial results as well as individual performance against
specific predetermined goals. By providing specific
participant training on these programs, the Company
strengthens employee understanding and engagement in
the targeted business performance outcomes.
Further, IGT offers an employee recognition program,
Spotlight, that provides monetary and non-monetary
awards for noteworthy employee contributions, including
peer-to-peer recognition.
Environment
As part of the Company's approach to sustainability, IGT
is dedicated to ensuring that its operations engage with
the environment in a socially responsible manner to
minimize any environmental impact. The Company’s
primary activities involve office work, including software
implementation, R&D, and administrative work. The
Company’s largest offices pertaining to the continuing
operations are in Providence (Rhode Island, U.S.) and
Rome (Italy), and the lottery industrial activities, which
include instant ticket printing, are mainly based in
Lakeland (Florida, U.S.) and Tito Scalo (Italy). As for the
discontinued
operations,
the
assembly
of
gaming
machines, lottery and digital betting terminals occur in
Reno (Nevada, U.S.), Guadalajara (Mexico), Sydney
(Australia), Johannesburg (South Africa) and Budapest
(Hungary); the relative offices are located in Reno and Las
Vegas (Nevada, U.S.).
In December 2021, IGT committed to setting science-
based targets to reduce greenhouse gas emissions by
signing the SBTi Commitment Letter. Throughout 2022,
IGT completed its first Scope 3 emissions inventory and
submitted near-term and long-term science-based targets
for validation by the SBTi in October 2022. Specifically,
IGT aims at reducing Scope 1 and Scope 2 emissions
(combined) by 50% and Scope 3 emissions by 30% by
2030 compared to 2019 levels, and to reduce both Scope
1, Scope 2 and Scope 3 emissions by 90% by 2050
compared to 2019 levels. Moreover, the Company
pledged to reach Net-Zero by 2050, thus offsetting the
residual 10% of emissions. These targets were validated
by the SBTi in August 2023 and IGT is actively working on
its Decarbonization Pathway through various initiatives
across its value chain and operations.
IGT is dedicated to enhancing its environmental
performance
by
implementing
environmental
management systems certified under the ISO 14001
Standard. By the end of 2024, these systems are
operational in its Lakeland, Rome and Tito Scalo sites, as
well as its Reno site, which is now included in
discontinued operations. Additionally, 11 repair depots
(located in the U.K., Trinidad and Tobago, Slovakia,
Mexico, Chile, Spain, Portugal, Jamaica, Czech Republic,
Barbados and Poland) are ISO 14001 certified by self-
declaration. Since 2011, the Rome site has utilized an ISO
50001 certified Energy Management System, while the
Reno
facility
holds
a
Green
Globes
Certification
(equivalent to the previous LEED gold certification
awarded by the United States Green Building Council in
2015).
Effective and reliable monitoring allows IGT to evaluate its
progress in meeting its environmental commitments. Over
the years, the Company has progressively enhanced its
collection and monitoring of environmental data, including
energy consumption and associated greenhouse gas
emissions, water usage, waste generation, materials
purchasing and air pollutant emissions. A third-party data
collection tool introduced in 2021 to improve data
collection efficiency was further refined for the 2022 and
2023 data collection process, allowing for monthly data
collection since January 2023.
The Company remains dedicated to minimizing the
environmental impact of its global facilities and has
undertaken several initiatives in recent years. These
include the replacing of outdated lighting systems, with
light emitting diode (“LED”) installations and lightning
management. In Rome (Italy), the lighting systems
upgraded to LEDs in 2023, resulting in energy savings of
approximately 76,000 kWh in the first year of operation.
An additional reduction of around 66,600 kWh was
achieved in Rome (Italy), through the central management
of interior lighting systems, which turn off unused lights.
Furthermore, a photovoltaic plant was constructed at
IGT’s site in Tres Cantos (Spain) in 2023. The plant,
equipped with 54 solar panels with a unitary power equal
Strategic Report
Annual Report and Accounts 2024
Page | 28
to 460W, has a total power production capacity of 24.84
kWp. By the end of 2024, the site achieved a total cost
savings of approximately €11,100. Another noteworthy
initiative includes the installation of a 60kW solar farm
dedicated to powering the Kingston (Jamaica) warehouse
and training facility, which resulted in cost savings of
around US$25,000 in its first year of operation.
As part of its commitment to reducing reliance on fossil
energy
sources,
the
Company
has
entered
into
agreements with energy suppliers for several sites,
including, for the Company’s continuing operations -
Bucharest (Romania), London (U.K.), and the Italian sites
dedicated to the lottery business. These agreements
ensure the purchase of electricity from renewable
sources,
thereby
reducing
the
Company’s
carbon
footprint,
which
is
also
supported
by
decreased
occupancy rates in several buildings resulting from remote
or flexible working arrangements.
In 2024, IGT’s energy consumption increased by 19%
compared to the previous year. This is in contrast to 2023,
which saw a 2% decrease from 2022. The Company has,
however, managed to reduce Scope 1 and Scope 2 gross
greenhouse gas emissions by 15% compared to 2019, in
line with the trajectory of the targets submitted to the
SBTi, with the contribution of all the aforementioned
initiatives implemented in the last years.
Energy consumption and Greenhouse gas
In accordance with the U.K. Streamlined Energy and Carbon Reporting requirements, this table provides a summary of
greenhouse gas emissions and energy data for the Company.
Global greenhouse gas
emissions and energy
use data(3)
For the year ended December 31, 2024(1)
For the year ended December 31, 2023(2)
UK and
offshore
Global
(excluding
UK and
offshore)
Total
Ratio
(8)
UK and
offshore
Global
(excluding
UK and
offshore)
Total
Ratio
(8)
Combustion of fuel and
operation of facilities -
Scope I emissions
(tCO2eq)(4)(6)
24
30,626
30,650
-
25
29,120
29,145
-
Electricity, heat, steam
and cooling purchased for
own use - Scope II
emissions LB
(tCO2eq)(5)(6)
320
37,055
37,375
-
103
26,841
26,944
-
Electricity, heat, steam
and cooling purchased for
own use - Scope II
emissions MB
(tCO2eq)(5)(6)
320
36,049
36,369
-
93
26,036
26,129
-
Total gross Scope I and
Scope II emissions LB
(tCO2eq)(6)
344
67,681
68,025
0.016
128
55,961
56,089
0.013
Total gross Scope I and
Scope II emissions MB
(tCO2eq)(6)
344
66,675
67,019
0.016
118
55,156
55,274
0.013
Energy consumption used
to calculate above
emissions (MWh)(7)
1,327
232,371
233,698
-
501
196,197
196,698
-
(1)
The 2024 emissions data are based on best estimates as some information was not available in time for this report.
(2)
The 2023 emissions data have been revised to align with the data published in the IGT 2023 Sustainability Report.
(3)
Scope III emissions, which are indirect emissions that occur in the value chain, are reported in the IGT 2023 Sustainability
Report.
(4)
Scope I: direct emissions from activities under the Company’s control, including emissions from fuel consumption (natural
gas, diesel, propane and petrol consumption for generators, diesel and gasoline for vehicles such as company cars, small
trucks or forklifts) and fugitive emissions of refrigerants.
Ton CO2eq = data (fuel consumption or refrigerant gas refills) * Emission Factor.
Data was collected from all sites that reported fuel consumption and refrigerant gas refills, including the most energy-
intensive locations. For sites where this data was not available for this report, estimates were made using the best
methodologies available to ensure coverage of all IGT sites.
(5)
Scope II LB (location based): electricity consumption only.
Strategic Report
Annual Report and Accounts 2024
Page | 29
Ton CO2eq = kWh * Emission Factor.
Scope II MB (market based): this includes only electricity consumption, considering both purchased energy and energy from
renewable sources.
Ton CO2eq = kWh of electricity consumed from non-renewable sources * Emission Factor.
(6)
Data was collected from all sites that reported electricity consumption, including the most energy-intensive locations. For
sites where this data was not available for this report, estimates were made using the best methodologies available to
ensure coverage of all IGT sites.
The slight increase in CO2eq Scope I emissions was mainly due to an increase in fuel consumption such as natural gas,
gasoline, LPG, propane, and an increase in fugitive emission of refrigerant gases.
The emissions from Scope II LB increased by 38.7%, while Scope II MB emissions rose by 39.2%. This increase in Scope II
emissions is attributed to a 41% rise in electricity consumption (kWh).
(7)
The methodology follows both voluntary and mandatory greenhouse gas reporting guidance from the Greenhouse Gas
Protocol. For 2024, the source of the emission factors for calculating Scope II LB and Scope II MB have been updated to
use more current databases.
For greenhouse gas emissions related to electricity using the location-based method, we have utilized emission factors
issued by the state-based U.S. Green-e Residual Mix Emissions Rate Tables, the EEA (European Environment Agency)
database for all country in Europe, and Terna (a large electricity transmission grid operator) emission factors for the
remaining countries.
For the market-based method, we applied the emission factors issued by the state-based U.S. Green-e Residual Mix
Emissions Rate Tables, and the Association of Issuing Bodies (AIB) emission factors for the remaining countries.
For fuel consumption and refrigerant gas refills, we used the emission factors from the U.K. Government Greenhouse Gas
Conversion Factors for Company Reporting (DEFRA, 2024).
For emissions related to fuel and operations energy consumption, we utilized the U.K. Government Greenhouse Gas
Conversion Factors for Company Reporting (DEFRA, 2024) protocol conversion factors to obtain data expressed in MWh.
(8)
The ratio is calculated by dividing total Scope I and Scope II emissions by total revenues from continuing and discontinued
operations in U.S. thousand dollars.
Climate-related financial disclosures
This section serves as the non-financial and sustainability
information statement, encompassing the Company’s
climate-related financial disclosures as mandated by the
regulations.
As outlined on page 22, IGT is committed to sustainability
and growing its business responsibly, and has established
a structured governance framework with high standards of
ESG practices. Considering climate change is the biggest
health and safety threat facing humanity, IGT has
identified climate action (SDG 13) as one of its key areas
of focus, aligned with its business activities and
sustainability priorities.
According to Section 414CB(2A) of the CA 2006, IGT is
required to provide climate-related financial disclosures in
its Annual Report and Accounts for the financial year
ended in 2024. To meet these reporting requirements, the
Company has organized its disclosures around four
thematic areas:
•
Governance:
describes
the
governance
arrangements (Section 414CB(2A)(a));
•
Risk Management: describes the identification,
assessment and management processes (Section
414CB(2A)(b) and (c));
•
Strategy: describes the impacts on the Company’s
business model and strategy (Section 414CB(2A)(c),
(d), (e) and (f)); and
•
Metrics & Targets: describes the key performance
indicators used in assessing and managing targets
(Section 414CB(2A)(g) and (h)),
based on the Task Force on Climate-related Financial
Disclosures (TCFD) Recommendations.
Governance
The
diagram
below
outlines
IGT’s
governance
arrangements for assessing and managing climate-related
risks and opportunities.
The Board holds ultimate responsibility for the Company’s
ESG matters and delegates the task of overseeing the
sustainability strategy and monitoring the implementation
of related programs, to the NCGC. The NCGC is
supported by the SSC and management. The chair of the
SSC, advised by the Global Sustainability team, provides
sustainability updates, including relating to climate-related
and environmental matters, to the NCGC twice a year.
The NCGC, in turn, furnishes the Board with periodic
updates on the Company’s sustainability initiatives,
including climate-related and environmental matters.
Strategic Report
Annual Report and Accounts 2024
Page | 30
In
addition
to
its
primary
governance
oversight
responsibilities
for
financial
reporting
and
related
disclosures, the Board has delegated the assessment and
management of risks, including climate-related risks, to
the Audit Committee. In conjunction with the NCGC, the
Audit Committee oversees and supports management’s
efforts to meet mandatory climate-related financial
disclosures.
To enhance the Board’s expertise on climate-related
matters, members of both the NCGC and the Audit
Committee, as well as the CFO, participated in an internal
training organized by the Global Sustainability team in
2023. The training focused on climate change, providing
an understanding of the main impacts of the climate crisis,
and included the key pressures and drivers for IGT in
addressing climate change. During 2024, both the SSC
and the NCGC were apprised of the anticipated climate-
related financial disclosures for financial year 2024 which
would reflect the climate-related risks and opportunities
assessment performed in 2023, with a focus on the TCFD
Recommendations.
Led by the Senior Vice President of Marketing,
Communications & Sustainability, the SSC is supported by
senior leaders and representatives from key functions
(including the CFO). It was established to create a unified
sustainability approach across all regions and businesses
and is responsible for integrating climate-related matters
into the Company’s strategy. The SSC plays a crucial role
in sustainability governance at IGT by monitoring the
implementation of the Company’s Sustainability Plan,
climate-related risks and opportunities management
included, and reviewing and approving key activities of the
Decarbonization Pathway. Throughout 2024, the SSC
held four meetings to address sustainability matters,
including discussions on climate-related issues.
The
Global
Sustainability
team
supports
IGT’s
sustainability
agenda
and
oversees,
coordinates,
proactively manages and supervises all linked initiatives.
Specifically, the Global Sustainability team is responsible
for facilitating climate-related scenario analyses to assess
and manage climate-related risks and opportunities,
setting corporate targets, monitoring their progress, and
managing value chain engagement on climate-related
issues. In 2024, the team reviewed the underlying
assessment, including its materiality impact, confirming
the analysis and relevance of the risks and opportunities
identified in 2023, which was subsequently reported to the
SSC and the NCGC.
Risk Management
The
Company
acknowledges
the
significance
of
incorporating
climate-related
risk
and
opportunity
assessments into its broader strategic planning efforts to
enhance transparency, accountability, and stakeholder
engagement.
This
understanding
informs
risk
management strategies and guides decision-making, as
IGT strives to develop an effective response to the
complex challenges posed by climate change. The
outcomes of these analyses also supported the creation
of the IGT Sustainability Plan, which details the
commitments,
objectives,
and
actions
aimed
at
strategically and proactively addressing climate-related
risks and opportunities.
The Board recognizes that environmental risks may
present relevant consequences for the business (as
outlined below). For instance, severe and frequent
weather-related events and natural disasters, including
those influenced by climate change, could disrupt the
Company’s operations or those of its stakeholders along
the value chain. Consequently, environmental risks, along
with broader ESG risks, are acknowledged as one of the
strategic risks under the Company’s Enterprise Risk
Management (“ERM”) program. Further details may be
found in the “Principal Risks and Uncertainties” section of
this Strategic Report on page 44.
In 2023, the Global Sustainability team conducted a
detailed exercise to identify and assess the nature and
significance of relevant risks and opportunities associated
with climate change, as described below. No major
change has occurred in the Company’s business and
strategy since this exercise was conducted and so both
the methodology and the results downstream of the
analysis are deemed to be valid in 2024 as well.
Nonetheless, the Company is committed to periodically
conducting climate-related assessments to continually
understand and address the ever-evolving climate
challenges.
The results of the physical climate-related risks analysis
conducted in 2023 were shared and discussed with IGT’s
ERM team, and climate-related risks will be incorporated
into future ERM risk assessments. In 2024, efforts were
made to integrate an ESG component into the risk
assessment process, with the aim of encouraging risk
owners to consider each environmental, social and
governance factors when assessing and managing risks
relevant to their business areas.
Climate-related physical risks assessment
The climate-related physical risks assessment was based
on Representative Concentration Pathways (“RCPs”) and
Shared
Socioeconomic
Pathways
(“SSPs”)
climate
scenarios derived from the Intergovernmental Panel on
Climate Change (IPCC). These scenarios offer forward-
looking risk assessment up to year 2100 and cover nearly
all geographies.
These RCPs are a set of scenarios used in climate
science
to
explore
different
potential
futures
of
greenhouse gas emissions and their impact on global
climate change. The RCPs capture potential changes in
socioeconomic factors over the coming century, with each
corresponding to a different level of greenhouse gas
concentration in the atmosphere. The SSP scenarios
describe alternative socio-economic futures in the
absence of climate policy intervention. Researchers use
these scenarios to assess and study the potential
Strategic Report
Annual Report and Accounts 2024
Page | 31
consequences of various levels of emissions and climate
policies:
•
RCP2.6/SSP1: known as the “Lowest Emissions”
scenario, this RCP represents a world where strong
and immediate emissions reduction measures are
taken to limit global warming to well below 2°C above
pre-industrial levels;
•
RCP4.5/SSP2: this scenario corresponds to a world
with some climate mitigation measures implemented.
It assumes moderate emissions reductions and
represents a future where emissions peak around
mid-century and then start to decline; and
•
RCP8.5/SSP5: representing the most severe climate
change impacts, this “High Emissions” scenario
depicts a worst-case situation where greenhouse gas
emissions continue to increase throughout the 21st
century without significant mitigation efforts. This
scenario was applied by IGT in its climate-related
physical risks assessment, the results of which are
reported
hereafter
under
the
section
headed
“Strategy”.
The
comprehensive
climate-related
physical
risk
assessment involved identifying and evaluating potential
physical risks associated with climate change, such as
heatwaves, droughts, and other extreme weather events.
These risks may manifest with acute or chronic effects,
depending on their magnitude and timeframe.
To streamline this process, IGT carefully selected physical
risks that could potentially affect key assets, using
geographic location as a primary criterion. The Company
assessed its exposure to physical risks on 15 key sites,
including production facilities, data centers and office
locations. These sites were chosen on a set of
predetermined criteria, which considered the number of
employees on-site, the size of the facility, energy
consumption levels, and the site’s strategic relevance to
IGT.
After identifying the main physical risks, the Company
evaluated the potential financial impact of these climate-
related risks on IGT’s key assets. The assessment
considered various asset-specific attributes, including
primary use, geographic location, main construction
materials, age and lifespan, foundation type, and asset
value. Additionally, other indicators related to the identified
physical risks such as the type of hazard, severity, and
duration were used to calculate the damage percentage
and estimate the potential financial impacts. The results
were computed based on the likelihood of an asset being
exposed to significant hazard intensities, given the
physical local climate conditions.
Climate-related transition risks and opportunities
assessment
The assessment of the primary climate-related transition
risks and opportunities followed a systematic multi-step
approach integrating several key features, including:
•
Examining the Company’s value chain to understand
how climate change might affect the business model
and the operations - This examination involved
considering the Company’s supplier network and
business relationship by identifying/mapping its
critical suppliers and stakeholders;
•
Considering scenarios developed by the International
Energy Agency (IEA) and IPCC to assess future
vulnerability to climate change and identify potential
pathways and outcomes. Specifically, both RCPs and
SSPs were considered in the qualitative assessment
including RCP2.6/SSP1, RCP4.5/SSP2 and RCP8.5/
SSP5;
•
Gaining an understanding of the environmental
regulations, both existing and prospective, that could
drive and push the Company’s transition towards a
low-carbon
economy.
Evolving
regulations
can
significantly impact the market dynamics, the industry,
and the planning of products and strategic initiatives.
Anticipating
potential
regulatory
developments
enables the Company to proactively adapt to the
changing regulatory landscape; and
•
Conducting an analysis of industry reports and peer
activities to gain valuable insights into the competitive
landscape and further enhance the understanding of
potential challenges on the horizon.
Following the initial desk analysis as outlined above, a
qualitative assessment of conceivable climate-related
transition risks that could impact the Company’s
operations was conducted. This evaluation provided a
comprehensive view of plausible future scenarios,
enabling IGT to identify the potential climate transition
risks and enhancing the Company’s preparedness to meet
these challenges. A quantitative analysis may be
performed in future reporting periods.
Within the assessment, IGT also conducted a qualitative
analysis to identify potential climate-related opportunities
that could be leveraged. This process mirrored the
approach taken in the climate-related transition risks
analysis and included examining the Company’s value
chain, climate-related scenarios, external influences such
as
regulatory
changes,
financial
pressures,
ESG
questionnaires,
industry
evaluations,
and
market
research. This assessment resulted in the development of
a list of potential climate-related opportunities, aligned
with the primary categories defined by the TCFD. To
ensure relevance to IGT, these identified opportunities
were screened and clustered, followed by a further
analysis to identify any additional opportunities that could
be considered.
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Strategy
IGT evaluated climate-related risks and opportunities
across three different time horizons1: (i) Short-term
(2030s); (ii) Medium-term (2035s); and (iii) Long-term
(2050s). These periods were chosen to align with the
temporal frameworks of other climate-related initiatives
adopted by IGT, such as the Science Based Targets’
emission reduction goals set for 2030 and 2050. This
multi-time horizons approach offers a comprehensive view
of climate-related risks and opportunities concerning the
Company’s
operations,
enabling
a
thorough
understanding of the potential impacts that climate
change may have on the business.
The assessment of risks and opportunities led to the
identification of climate-related risks and opportunities that
may impact IGT’s major assets and operations, as well as
their effects. IGT determines the materiality of the actual
and potential impacts of physical climate-related risks by
referring to the overall group materiality outlined in the
Independent Auditors’ Report on page 93. For climate-
related transition risks and opportunities, an indicative
rating is assigned based on qualitative aspects (opinions
using scientific understanding of climate scenarios) rather
than quantitative measures.
The tables presented below show the results of the
assessments with reference to the medium-term (2035s)
period, which is deemed the most significant for IGT’s
business as it represents the typical time frame for
defining and implementing mid-term strategic and
sustainability plans. The tables also include the list of
initiatives that IGT has identified to enhance the resilience
of its business model and strategy, in response to the
identified climate-related risks and opportunities. In this
regard, the SSC is responsible for reviewing and where
deemed necessary and relevant approving a range of
potential actions proposed by the Global Sustainability
team, and the NCGC is updated on the various
decarbonization workstream. The Company is dedicated
to conducting further investigation or feasibility studies to
improve and ensure its resilience against climate-related
risks and opportunities.
Climate-related physical risks
Risk: Heat waves and extreme temperature
Category: Chronic
Heatwaves and extreme temperature can affect the demand for cooling or air conditioning services, result in direct damage to
property and building materials, and have a profound effect on employee productivity, potentially causing absenteeism, reduced
physical performance and overall job performance. These problems are mainly related to the increased global wet bulb
temperature (WBGT) - a measure of heat stress in direct sunlight that takes into account temperature, humidity, wind speed and
sun angle. Moreover, most of the cooling systems used in IGT’s facilities rely on electricity, resulting in higher energy
consumption and energy costs.
IGT’s facility in Reno and Las Vegas (Nevada, U.S.) and Lakeland (Florida, U.S.) are the sites most likely to be affected by heat
waves due to their geographical location and weather conditions.
The mitigation initiatives already implemented, along with those that may be evaluated, will help IGT reduce its dependence on
non-renewable energy sources and energy consumption in its facilities, as well as enhance its building resilience to high
temperatures. This approach will help the Company to mitigate potential costs associated with heat waves and extreme
temperatures.
•
Increase in demand for cooling or air
conditioning services
•
Damage to assets and building
materials
•
Reduced
productivity
of
the
employees
SSP 1 - 2.6: Material
SSP 2 - 4.5: Material
SSP 5 - 8.5: Material
Initiatives already implemented by IGT include:
•
Installation of photovoltaic systems
•
Space management efficiency activities
Other initiatives which may be considered by IGT include:
•
Installation of more efficient cooling systems
•
Installation of renewable energy systems
•
Installation of more efficient thermal insulation on
assets
•
Creation of green spaces and cooling spaces
•
Educating employees about heat-related health risks
and individual impacts mitigation actions
Potential impact(1)
Materiality(2)
Possible mitigation
Strategic Report
Annual Report and Accounts 2024
Page | 33
1 The time horizons do not refer to a singular point in time, but to a broader period of time: 2030 corresponds to the 2021-2040
timeframe; 2035 corresponds to the 2021-2050 timeframe; and 2050 corresponds to the 2041-2070 timeframe.
Risk: Wildfires
Category: Acute
Wildfires poses safety risks, causing damage to buildings and equipment and potentially leading to the destruction of
surrounding natural resources. This risk is particularly relevant for facilities located in regions with a drier climate, such as the
Nevada geographic area. IGT’s sites in Reno and Las Vegas (Nevada, U.S.) are most susceptible to fire risk because of the
hot, dry desert climate and surrounding vegetation.
The mitigation initiatives that may be evaluated will help IGT increase the fire protection of its buildings and equipment, and
help the Company to mitigate the potential costs associated with the risk of wildfires.
•
Damage to assets and equipment
SSP 1 - 2.6: Immaterial
SSP 2 - 4.5: Immaterial
SSP 5 - 8.5: Immaterial
IGT is yet to implement any initiative but may consider
the following:
•
Improvement of the fire detection and suppression
systems
•
Management of vegetation around assets
Risk: Heavy snowfalls
Category: Acute
Snowfalls could be more intense due to climate change. Heavy snow can cause damage to buildings and infrastructure,
potentially resulting in additional costs for repairs and maintenance. IGT’s facility in Reno (Nevada, U.S.) is particularly exposed
due to the region's cooler climate and mountainous terrain.
The mitigation initiatives that may be evaluated will help IGT increase the protection of its assets and equipment, and help the
Company to mitigate the potential costs associated with the risk of heavy snowfall events.
•
Damage to assets and equipment
SSP 1 - 2.6: Immaterial
SSP 2 - 4.5: Immaterial
SSP 5 - 8.5: Immaterial
IGT is yet to implement any initiative but may consider
the following:
•
Development of snow removal and management
plans
Risk: Riverine floods
Category: Acute
Riverine flooding can cause damage to buildings and equipment. In areas where flooding is frequent, companies may need to
invest in additional infrastructure and protections to mitigate the risks associated with flooding. IGT’s facility in Rome (Italy) may
be exposed to risk of river flooding because of its location near the Tiber River.
The mitigation initiatives that may be evaluated will help IGT increase the protection of its assets and equipment, and help the
Company to mitigate the potential costs associated with the risk of riverine floods.
•
Damage to assets and equipment
SSP 1 - 2.6: Immaterial
SSP 2 - 4.5: Immaterial
SSP 5 - 8.5: Immaterial
IGT is yet to implement any initiative but may consider
the following:
•
Development of specific plan for flood events
Potential impact(1)
Materiality(2)
Possible mitigation
(1)
The impacts included in this table concerning climate-related physical risks are potential impacts which could occur over the
medium-term (2035s) time period; actual impacts are deemed not to be relevant to date.
(2)
Considers the potential financial impact of each physical risk in relation to the three RCP/SSP scenarios by reference to the
medium-term (2035s) time period and the overall group materiality as outlined in the Independent Auditors’ Report on page
93.
The physical risks assessment identified IGT’s sites in Lakeland (Florida, U.S.) and Reno (Nevada, U.S.) most likely to be
financially impacted by physical climate-related risks. These facilities are primary locations for critical and strategic
activities, including printing, assembly of slots and games, lotteries, and digital betting terminals. The geographical
location of each site makes them more vulnerable to the effects of climate change, potentially impacting IGT's operations.
Strategic Report
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Climate-related transition risks
Risk: Environmental regulations and carbon taxes
Category: Policy & Legal
The potential introduction of environmental regulation such as Carbon Taxes could increase the fixed and variable costs
associated with carbon emissions. For example, the European Union’s Carbon Border Adjustment Mechanism (“CBAM”)
Regulation requires companies that import products from regions outside the European Union to pay for the carbon emissions
generated during the production of those goods. Such legislation could increase the cost of importing electronic components or
materials used in the gaming industry, raising the cost of finished products. IGT’s failure to manage climate issues could make
the Company unprepared to respond to potential future laws or environmental regulations related to Carbon Taxes. The effects
of carbon pricing mechanisms, such as CBAM, is expected to be more material in the short-term under a Net Zero scenario.
Under a “High Emissions” scenario, no material impact is expected.
The mitigation initiatives already implemented, along with those that may be evaluated, will help IGT reduce its CO2 emissions.
This approach will help the Company to mitigate the possible costs associated with environmental regulations and carbon
taxes.
•
Increase in direct costs
•
Increase in indirect (operating) costs
•
Increase in capital expenditures
•
Decrease in access to capital
•
Decrease in revenues due to reduced
demand for products and services
•
Decrease in revenues due to reduced
production capacity
SSP 1 - 2.6: Medium
SSP 2 - 4.5: Low
SSP 5 - 8.5: Low
Initiatives already implemented by IGT include:
•
Installation of photovoltaic systems
•
Replacement of old lighting systems with LED
systems
•
Space management efficiency activities
•
Purchase of certified renewable energy
•
Commitment to the Science Based Targets initiative
Other initiatives which may be considered by IGT include:
•
Adoption of low- or no-carbon technologies
•
Implementation of carbon offset strategies
Risk: Consumer and stakeholder pressure
Category: Market
Growing environmental awareness among consumers and stakeholders is leading to reduced demand for products and
services that generate high level of greenhouse gas emissions. The absence of a proactive approach by IGT on these topics
could result in a decline in revenues and market share, causing a significant loss of value for the Company. In addition, due to
demand to reshape products and services, the Company could also face increased costs associated with technological change
and the need to implement new low-carbon solutions. The environmental awareness of customers is expected to be greater
under a Net Zero scenario as societies adopt more environmentally friendly practices, versus a “High Emissions” scenario
where customers are not as climate conscious.
The mitigation initiatives already implemented, along with those that may be evaluated, will help IGT bring to the market
products and services with better environmental performance, while showing greater commitment to integrating sustainability
into its organizational structure. This approach will help the Company to mitigate the possible costs associated with consumer
and stakeholder pressure.
•
Increase in direct costs
•
Increase in indirect (operating) costs
•
Increase in capital expenditures
•
Decrease in revenues due to reduced
demand
SSP 1 - 2.6: High
SSP 2 - 4.5: Medium
SSP 5 - 8.5: Low
Initiatives already implemented by IGT include:
•
Sourcing of more sustainable raw materials for all
lottery products, such as Forest Stewardship Council-
certified paper and non-toxic ink
•
Performing a life-cycle assessment with eco-design
purposes on some IGT’s equipment (e.g., Retailer Pro
S1 and S2 terminals)
Other initiatives which may be considered by IGT include:
•
Training employees on environmental issues
•
Promoting sustainability communications
Potential impact(1)
Materiality(2)
Possible mitigation
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Risk: Industry shift to low-carbon technologies
Category: Technology
The ongoing climate transition is leading a wave of innovative and environmentally responsible technologies in the market. As
these new, sustainable technologies spread in the gaming industry, IGT may find itself pushed to invest in R&D initiatives with
the aim of developing new best practices which entails an increase in the costs of technology investments and training to the
employees. Failure to manage these transitions effectively could result in a decline in productivity, increased personnel costs,
and long-term value losses. The industry shift toward low-carbon technologies is expected to be faster under a Net Zero
scenario as the pressure from the market and society increases, vis-a-vis a “High Emissions” scenario where the pressure is
lower.
The mitigation initiatives already implemented, along with those that may be evaluated, will help IGT develop and integrate
innovative low-carbon technologies into its products and processes. This approach will help the Company to mitigate the
possible costs associated with the industry shift to low-carbon technologies.
•
Increase in direct costs
•
Increase in indirect (operating) costs
•
Increase in capital expenditures
•
Decrease in revenues due to reduced
production capacity
SSP 1 - 2.6: Low
SSP 2 - 4.5: Low
SSP 5 - 8.5: Low
Initiatives already implemented by IGT include:
•
Performing a life-cycle assessment with eco-design
purposes on some IGT’s equipment (e.g., Retailer Pro
S1 and S2 terminals)
Other initiatives which may be considered by IGT include:
•
Training employees on environmental issues and new
technologies
•
Investment in R&D
Potential impact(1)
Materiality(2)
Possible mitigation
(1)
The impacts included in this table concerning climate-related transition risks are potential impacts which could occur over
the medium-term (2035s) time period; actual impacts are deemed not to be relevant to date.
(2)
Considers only the potential qualitative impact of each transition risk in relation to the three SSP/RCP scenarios by
reference to the medium-term (2035s) time period. IGT plans to model the quantitative impact of transition risks as more
data becomes available.
Climate-related opportunities
Opportunity: Resource management
Adopting sustainable practices in managing resources, such as energy, raw materials, and water, can help the Company to
potentially reduce the environmental impact of its operations and improve efficiency.
The initiatives already implemented will help IGT reduce its dependence on non-renewable energy sources for its facilities. This
approach will help the Company to achieve costs reduction linked to better resource management.
•
Reduced energy consumption and
carbon emissions
•
Cost savings and greater efficiency
•
Minimize waste
SSP 1 - 2.6: Low
SSP 2 - 4.5: Low
SSP 5 - 8.5: Low
Initiatives already implemented by IGT include:
•
Installation of photovoltaic systems
Opportunity: Products and services efficiency
Developing energy-efficient products or incorporating eco-features will enable IGT to meet market demand and achieve
operational cost savings. Implementing eco-design strategies can help the Company to use more sustainable materials, reduce
energy consumption and minimize waste generation.
The initiatives already implemented, along with those that may be evaluated, will help IGT develop and integrate innovative low-
carbon technologies into its products and processes. This approach will help the Company to capture the cost benefits that can
result from products and services efficiency.
•
Reduced production and operating
costs
•
Improved efficiency and profitability
•
Increased
market
shares
and
revenues
SSP 1 - 2.6: Medium
SSP 2 - 4.5: Low
SSP 5 - 8.5: Low
Initiatives already implemented by IGT include:
•
Performing a life-cycle assessment with eco-design
purposes on some IGT’s equipment (e.g., Retailer Pro
S1 and S2 terminals)
Other initiatives which may be considered by IGT include:
•
Adoption of low- or no-carbon technologies
•
Investment in R&D
Actual and potential impact(1)
Materiality(2)
Possible actions
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Opportunity: Renewable energy
As the global community increasingly prioritizes the transition to renewable energy source, IGT could take advantage of the
growing demand for clean energy solutions and explore the use of renewable energy sources.
The initiatives already implemented, along with those that may be evaluated, will help IGT reduce its dependence on non-
renewable energy sources. This approach will help the Company to capture the cost benefits linked to the use of renewable
energy.
•
Reduced carbon footprint
•
Long term energy costs savings
SSP 1 - 2.6: Medium
SSP 2 - 4.5: Low
SSP 5 - 8.5: Low
Initiatives already implemented by IGT include:
•
Installation of photovoltaic systems
•
Purchase of certified renewable-energy
Other initiatives which may be considered by IGT include:
•
Adoption of low- or no-carbon technologies
Opportunity: Customer satisfaction
As consumers become more environmentally conscious, there is a growing demand for sustainable products and services. By
meeting these demands, companies can improve their customer satisfaction and loyalty, enhance their public image, and
potentially access new markets.
The initiatives already implemented will help IGT bring to the market products and services with better environmental
performance, thereby enabling the Company to capture this growing demand and improve its customer satisfaction.
•
Improved customer satisfaction and
loyalty
•
Enhanced public image
•
Entry into new markets
SSP 1 - 2.6: High
SSP 2 - 4.5: Medium
SSP 5 - 8.5: Low
Initiatives already implemented by IGT include:
•
Performing a life-cycle assessment with eco-design
purposes on some IGT’s equipment (e.g., Retailer Pro
S1 and S2 terminals)
Opportunity: Improvement of technologies and resilience
The transition to a low-carbon economy requires the spread of new and more efficient technologies. New technologies can help
to automate tasks, saving time and costs; new processes can help companies to streamline operations, which can also lead to
efficiency gains.
The initiatives that may be evaluated will help IGT to develop and integrate low-carbon technologies into its products and
processes. This approach will help the Company to streamline its operations and improve the overall efficiency.
•
Improved efficiency
•
Reduced costs
•
Improved overall profitability
•
Potentially reduced exposure and
improved overall resilience to climate-
related risks
SSP 1 - 2.6: Low
SSP 2 - 4.5: Low
SSP 5 - 8.5: Low
IGT is yet to implement any initiative but may consider
the following:
•
Adoption of low- or no-carbon technologies
•
Investment in R&D
Opportunity: Legislative and financial benefit
As governments and financial institutions prioritize sustainability, there are increasing opportunities to access funding, tax
incentives, and other benefits for adopting environmentally friendly practices and technologies.
The initiatives that may be evaluated will help IGT to develop and integrate innovative low-carbon technologies into its products
and processes. This approach may render IGT eligible for access to more funding, tax incentives, and other benefits.
•
Potentially lowered costs of capital
•
Improved financial stability
•
Enhanced competitiveness
•
Improved reputation
•
Attract
environmentally
conscious
customers and investors
SSP 1 - 2.6: High
SSP 2 - 4.5: Medium
SSP 5 - 8.5: Low
IGT is yet to implement any initiative but may consider
the following:
•
Adoption of low- or no-carbon technologies
•
Investment in R&D
Actual and potential impact(1)
Materiality(2)
Possible actions
(1)
The impacts included in this table concerning climate-related opportunities are (i) actual impacts, where the Company has
implemented initiatives to address such impacts, and (ii) potential impacts which could occur over the medium-term (2035s)
time period, where the Company has yet to implement any initiatives to address such impacts.
(2)
Considers only the potential qualitative impact of each opportunity in relation to the three RCP/SSP scenarios by reference
to the medium-term (2035s) time period. IGT plans to model the quantitative impact of opportunities as more data becomes
available.
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Metrics and Targets
Near-term targets to be
achieved by 2030
(from 2019)
• Reduce absolute Scope 1
and Scope 2 greenhouse
gas emissions by 50%
• Reduce absolute Scope 3
greenhouse gas emissions
by 30%
Long-term targets to be
achieved by 2050
(from 2019)
• Reduce absolute Scope 1
and Scope 2 greenhouse
gas emissions by 90%
• Reduce absolute Scope 3
greenhouse gas emissions
by 90%; offset the residual
10% of emissions by 2050
As outlined in the “Environment” section on page 28, IGT
is intensifying its efforts to limit its climate change impacts
based on scientific evidence by joining the SBTi and
committing to reduce near- and long-term emissions
across Scope 1, Scope 2 and Scope 3 categories, in line
with the SBTi’s criteria. These targets, validated by the
SBTi, enable IGT to address climate risks, mitigate
potential climate impacts such as costs related to carbon
pricing,
and
capitalize
transition-related
climate
opportunities. In the event of a change in the Company’s
perimeter, such as following the closing of the Proposed
Transaction, SBTi targets will be revised so as to reflect
the actual shape of the business. IGT may also consider
establishing additional targets and KPIs not linked to the
SBTi commitment to proactively manage climate-related
risks and seize climate-related opportunities. IGT’s
Decarbonization Pathway is designed to achieve the SBTi
targets
mentioned
above
and
outlines
several
workstreams to investigate and implement potential
greenhouse gas emission reduction initiatives, closely tied
to its business operations.
IGT evaluates and reports its greenhouse gas emission
inventory annually across all Scope 1, Scope 2 and Scope
3 categories. The quantification of GHG emissions serves
as key performance indicators to track progress towards
achieving the SBTi targets. This process also allows the
Company to fully understand the extent of its carbon
footprint and improves its ability to provide comprehensive
disclosure to its stakeholders. IGT’s greenhouse gas
emission inventory aligns with the trajectory of the targets
submitted to the SBTi.
For information on IGT’s greenhouse gas Scope 1 and
Scope 2 emissions data, as well as the assumptions and
methodology used in the calculation, please refer to the
“Environment” section on page 28. As noted therein, the
Company has managed to reduce Scope 1 and Scope 2
gross greenhouse gas emissions by 15% compared to
2019, in line with the trajectory of the targets submitted to
the SBTi, with the contribution of all the initiatives
implemented in the last years.
Scope
3
emissions,
disclosed
in
IGT’s
annual
Sustainability Report, were calculated according to the
Greenhouse Gas Protocol methodology primarily using
the emission factors from Ecoinvent, the U.K. Department
for Environment, Food & Rural Affairs (DEFRA), and
Agence de la transition écologique (ADEME). The
following categories were included in the Scope 3
emissions calculations: Purchased Goods and Services;
Capital Goods; Fuel and Energy Related Activities;
Upstream
Transportation
and
Distribution;
Waste
Generated in Operations; Business Travel; Employee
Commuting; Upstream Leased Assets; Downstream
Transportation and Distribution; Use of Products Sold;
End-of-Life Treatment of Products Sold; Downstream
Leased Assets; and Investments.
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Section 172(1) Statement
Section 172(1) of the CA 2006 requires a director of a company to act in a way that they consider, in good faith, would be
most likely to promote the success of the company for the benefit of its members as a whole. In doing so, the directors
must have regard, among other matters, to (a) the likely consequences of any decision in the long-term; (b) the interests
of the company’s employees; (c) the need to foster the company’s business relationships with suppliers, customers and
others; (d) the impact of the company's operations on the community and the environment; (e) the desirability of the
company maintaining a reputation for high standards of business conduct; and (f) the need to act fairly as between
members of the company.
The Board is responsible for formulating and overseeing the implementation of the Company’s strategy to achieve long-
term success, hence during the past year the Directors considered each matter which came before the Board and its
Committees from a long-term impact perspective, including with respect to the interests of IGT’s employees and other key
stakeholders. The Board and its Committees received from management, reviewed and discussed information and reports
relating to operations across IGT within their respective remit. The Chair of each Committee regularly reported to the
Board on the outcome of those reviews and discussions, including opinions and proposals on matters considered.
In the interest of productive discussions and informed decisions, the Chairs of the Board and its Committees collaborate
with the Corporate Secretary team and other executives of the Company in ensuring that accurate, timely and clear
information are provided to the Directors in a form that would enable the Board and its Committees to discharge their
duties. Feedback from engagement with key stakeholders pursued during the year, where relevant, would supplement the
internally provided information and standpoint, including for potential Board’s consideration.
Our stakeholders
The Company’s key stakeholders, the main initiatives taken by the Company and management’s commitment to keep a
two-way communication and ultimately enhance the Company’s relationships with them are described in this section. The
Directors also participate in stakeholder engagement events, as indicated, which support their understanding of key
issues and challenges, which can then be factored into future decision making.
REGULATORS
IGT’s activities are subject to extensive and complex governmental and regulatory requirements, which are
constantly evolving and may vary from jurisdiction to jurisdiction. We continue to build on our well-established
local presence and relationships with regulators in the countries where IGT operates around the world.
Engagement
•
Cooperation with regulatory authorities to maintain, renew and expand, as appropriate, our global regulatory licensing
portfolio; attendance to personal interviews as well as corporate visits and routine investigations.
•
Regular meetings with public authorities and institutions at local and global levels to actively provide updates on the
development of the Company’s operations and to demonstrate integrity, knowledge and expertise in the conduct of
the business.
•
Various engagements with gaming authorities and industry groups to expand IGT’s responsible gaming product
reputation and offerings above and beyond jurisdictional regulations.
•
Various engagements with regulatory authorities to obtain the required governmental and/or gaming approvals in
connection with the Proposed Transaction.
Impact
•
Ensures that the Company understands and is meeting its evolving regulatory obligations.
•
Allows the Company to remain up-to-date on political and regulatory trends in the jurisdictions where it does business.
•
Enables the Company to introduce technological and product innovations in compliance with regulatory requirements
in force in various jurisdictions.
•
Helps improve institutional relationships and reinforces the perception of the Company as a reliable partner.
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SHAREHOLDERS / INVESTORS
Our retail and institutional shareholders are the owners of the Company, and we want them to be best
positioned to follow the performance of the Company through our continuing and periodic reporting. We
maintain regular and proactive dialogue with our shareholders, potential new investors, proxy advisors, rating
agencies and analysts, including on announced strategic initiatives, changes or achievements.
Engagement
•
Numerous conferences and meetings, including equity and leveraged finance conferences, which provided
opportunity for analysts and actual or potential investors to directly interact with management.
•
Several in-person and virtual non-deal roadshows, in addition to hundreds of ad-hoc, one-on-one meetings with
selected members of the investment community; hosted analysts and investors at G2E tradeshow.
•
Hosted group meetings at our Providence headquarters focused on Lottery, and Las Vegas visits focused on IGT
Gaming, providing opportunity for analysts and investors to engage with segment-level leadership.
•
Engagement of the Executive Chair with selected large shareholders.
•
Engagement with proxy advisory firms for insights on best practices on governance and executive compensation, as
well as ESG and other matters.
•
Targeted investor outreach with investors, analysts, and credit rating agencies related to the sale of IGT Gaming.
Impact
•
Facilitates open dialogue between the Company and its shareholders.
•
Allows communication and illustration of key developments and significant events to investors.
•
Helps management and the Board understand investor sentiment or reaction, particularly on strategic matters.
•
Supports the share market performance.
•
Attracts new capital investments to support the Company’s business needs.
EMPLOYEES
Employees are key contributors to business success and IGT promotes their wellbeing while listening to,
respecting and valuing their ideas, suggestions and expectations to more effectively deal with the challenges
posed in today’s gaming market.
Engagement
•
Employee events, including more than 40 town halls, leadership forums, webinars, as well as lunches and volunteer
opportunities ran by local IGT leadership councils, to ensure employees are knowledgeable about the Company’s
business development, strategy and performance; some of these events were also attended by Directors.
•
Employee communication, with distribution of weekly newsletters highlighting stories from the business and
individuals, to ensure employees are more knowledgeable about each other and the Company.
•
IGT’s “listening strategy” which encompasses employee engagement survey tool along with a hiring manager/
candidate/on-boarding/exiting employee survey tool, as well as YourIGT anonymous feedback tool available to
employees on the intranet 24/7, to gather constant feedback from employees on where the Company did well and
where it needs to do more.
•
Employee training webinars covering topics such as goal setting, performance feedback, career and professional
development conversations, to create and cultivate a digital mindset.
•
Specific initiatives to further embed inclusion within the business, such as The “Power of We” DEI podcast,
Courageous Conversations (curated, facilitated inclusion learning forums) and the DEI Spotlight (employee inclusion
storytelling format) and sessions planned by our Employee Impact Groups, many of which provided learning and
professional development opportunities and community building across a range of employee demographics.
•
The Employee Advisory Committee which is comprised of a diverse group of employees worldwide advised the Global
Head of People and Transformation function on a variety of topics.
Impact
•
Allows communication of key business developments and performance results and goals across the organization.
•
Allows management to receive and consider employee views on key issues (such as relating to the Proposed
Transaction) and to provide feedback to the Compensation Committee and/or the Board on human capital
management matters such as employee engagement and DEI.
•
Helps inform future decisions impacting employees.
•
Boosts employee motivation, enhances loyalty and reinforces the sense of belonging to the Company.
See section headed “Employee - Communication” on page 27 and “Employee - Employee involvement in the Company’s
performance” on page 28 for further discussions on these topics.
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PLAYERS AND CUSTOMERS
IGT works closely with its customers to help them attract and retain new players and conducts extensive
research on new and existing products and solutions to understand player behavior and ensure optimal player
experiences in a safe and protected environment.
Engagement
•
A variety of customer and industry events, including customer visits via mobile showroom tours, trade shows such as
the Global Gaming Expo (G2E) - also attended by our CEO, ICE London and its Consumer Protection Zone - also
attended by our CEO, Indian Gaming Tradeshow & Convention (IGA), Oklahoma Indian Gaming Association (OIGA),
Northwest Indian Gaming Association (NWIGA), Australasian Gaming Expo (AGE), EL Industry Days, National
Association of State and Provincial Lotteries (NASPL) Trade Show - also attended by our CEO, Asia Pacific Lottery
Association (APLA) Seminar and XVIII Congreso de CIBELAE.
•
Gaming and lottery industry association conferences, seminars, dialogues (e.g. World Lottery Summit - also attended
by our CEO, EL/WLA CSR/RG Seminar, EL Communications Workshop, NASPL Professional Development Seminar,
PGRI Lottery Smart-Tech Conference, CIBELAE Social Responsibility Seminar, and MGS Summit in Macau) and
panel discussions with other industry thought leaders (e.g. PGRI Retail Modernization, PGRI Digital Lottery, PGRI
Lottery Expo, PGRI Women Initiative in Lottery Leadership (WILL) and La Fleurs).
•
Numerous customer forums throughout the world, in-venue product launch activations, innovation seminars, retail
webinars, workshops and training.
•
Contact centers and feedback from customers through satisfaction surveys, scorecards, trade marketing surveys on
new products and services, survey research and in person customer reviews.
•
Collaboration with and supporting a wide variety of stakeholders, including problem gambling researchers such as the
International Center on Responsible Gaming (ICRG), organizations dedicated to promoting awareness, and policy
makers with the goal of supporting responsible gaming.
Impact
•
Allows sharing of experiences, best practices and other retailer insights from IGT leadership’s standpoint.
•
Helps understand challenges and opportunities facing the gaming industry and stay enlightened on public policy
issues.
•
Serves as a platform to gain better understanding of customers’ ever-changing needs and how well the Company is
meeting customer needs.
•
Opportunity to provide incremental brand awareness.
•
Opportunity to build relationship and network, reinforce IGT’s position in the gaming industry, and to attract and win
customers.
SUPPLIERS
Suppliers play a key role in IGT’s ability to support its customers’ requirements. We work with suppliers that
can ensure high quality products and services and meet high economic, ethical, and socio-environmental
standards.
Engagement
•
Regular meetings with existing and prospective suppliers.
•
Periodic visits to and inspections on strategic suppliers to review commercial and quality issues, and other business-
related topics; periodic business and quality reviews on direct material suppliers.
•
Feedback from our top direct material, consumable and indirect suppliers on ESG topics through the annual ESG
supplier questionnaire introduced in 2023.
•
Engagement with key suppliers with respect to IGT’s Decarbonization Pathway through the ESG supplier
questionnaire.
•
Continue to undertake due diligence measures on the source and chain of custody of conflict minerals contained in
the Company’s machine products.
Impact
•
Helps understand suppliers’ challenges and favors closer collaboration with the Company to resolve them.
•
Provides suppliers with the relevant feedback to help IGT meet its customers’ expectations for quality, cost and timely
delivery of its products and services.
•
Allows integration of sustainability along the entire value chain and improves ESG impact in the Company’s daily
operations.
•
Provides insights into suppliers’ ESG performance and areas for improvement.
•
Ensures substantive content to and simplifies Board approval of IGT’s annual Modern Slavery Statement.
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COMMUNITY
We are committed to community involvement through dedicated corporate and employee-driven programs that
enrich and strengthen the communities in the areas where we operate, while at the same time supporting IGT’s
sustainability goals.
Engagement
•
Active engagement and partnership with organizations that align with the Company’s overall support endeavors and
provide employees with the opportunity to give back to their local communities, such as the American Heart
Association, St. Baldricks Foundation, Red Cross, Alzheimer’s Association, Crossroads, Food Bank of Northern
Nevada, Three Square, and Rhode Island Community Food Bank.
•
Various local community engagement events and initiatives, such as Earth Month, Global Giving Month, Literacy
Awareness Month, Food Insecurity Awareness Month, and Season of Giving.
•
Regular engagement with local community After School Advantage programs to expand digital literacy and technology
learning opportunities to local youth.
Impact
•
Allows the Company to create and maintain ties with local communities that may reinforce its reputation and instill a
sense of proximity and engagement on common good initiatives.
•
Allows employees to participate in and experience the positive effect the Company has on their local communities.
•
Fosters initiatives to align with the United Nation’s SDGs adopted by the Company.
See “Community” on page 24 for community activities carried out by the Company.
Key decisions
Set out below are examples of key decisions taken in 2024 with due consideration of the interests of the Company’s main
stakeholders.
Strategic alternatives for Gaming & Digital
Stakeholders considered:
In July 2024, the Company and Everi announced that they
had entered into definitive agreements whereby IGT
Gaming and Everi would be simultaneously acquired by a
newly formed holding company owned by Apollo Funds
(i.e. funds managed by affiliates of Apollo Global
Management, Inc. (“Apollo”)) in an all-cash transaction
which superseded the February 2024 Agreements.
Following the closing of the Proposed Transaction, IGT
Gaming and Everi will be privately owned companies that
are part of one combined enterprise. IGT will receive a
purchase price before transaction costs and other
customary closing adjustments of $4.05 billion in cash for
IGT Gaming and, as disclosed in the Company’s
announcement on the Proposed Transaction, expects
significant portions of the cash proceeds to be used to
repay debt and to be returned to shareholders.
The Directors held a number of meetings between April
2024 and the announcement of the Proposed Transaction
in July 2024 to review and discuss Apollo’s proposal and
its implications, including comparing the transactions
contemplated by the February 2024 Agreements with the
Proposed Transaction with respect to deal timing, closing
likelihood, and value creation, among other things. During
such meetings, the Directors also received updates from
management on the progress of discussion and
negotiation with Everi and Apollo.
As the assessment and negotiation progressed, the Board
deemed that it was in the best interests of the Company
and its shareholders to establish a committee composed
solely of independent and disinterested Directors in light
of potential conflicts of interests of one or more members
of the Board. As a result, the Board established a Special
Committee made up of all the independent Directors with
full power and authority to consider and determine IGT’s
actions in connection with the Proposed Transaction,
including valuation, terms and conditions (including with
respect to certain employment matters and employee
compensation and benefit arrangements) and whether or
not to proceed with such transaction.
The Proposed Transaction was unanimously approved by
the Special Committee and represents a positive evolution
of the February 2024 Agreements and a successful
culmination of the Strategic Review launched in 2023. In
reaching its decision, the Special Committee consulted
with management and the Company’s financial and legal
advisors and also considered a variety of factors,
including the Directors’ belief that the value offered to IGT
is more favorable to the Company and its shareholders
than the potential value from the alternatives available to
IGT, including the transactions contemplated by the
February 2024 Agreements. After the closing of the
Proposed Transaction, IGT’s shareholders will continue to
own one hundred percent of IGT’s Lottery business, and
IGT will be positioned for long-term success as a pure
play global lottery player with a more focused, compelling
business model and an optimized capital structure to drive
long-term shareholder value.
The Company has retained advisors, legal counsel, and
consultants who will continue to support the Company
through the closing.
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Board membership
Stakeholders considered:
The Company announced changes to the Board
composition in March 2024 which took effect as follows:
•
Marco Drago stepped down from his role as Non-
Executive Director of the Board following conclusion
of the Company’s AGM on May 14, 2024; and
•
Upon resignation from his role as CEO of IGT
PlayDigital, Enrico Drago was appointed as a Non-
Executive Director of the Board effective April 1, 2024,
succeeding Marco Drago.
The Board deemed such changes to be a natural
evolution that supports the Company’s vision for its next
era of growth and transformation, and believed that
Enrico’s years of industry experience having served in
operational capacities at the Company, value-creation
mindset and understanding of global growth opportunities
will enhance the Board and strengthen IGT’s capabilities
to execute on its long-term strategy and identify new value
creation initiatives.
The Board, with support from the Nominating and
Corporate Governance Committee, continues to evaluate
its composition to ensure the right mix of skills are present
to meet the Company’s evolving needs, being persuaded
that a diverse Board leads to a better understanding of the
interests of the Company’s key stakeholders when taking
strategic decisions.
Financing
Stakeholders considered:
The Board approved a benchmark offering of senior
secured notes and, in September 2024, €500 million
4.25% senior secured notes due 2030 were successfully
priced for issuance by a wholly-owned subsidiary of IGT,
with the Parent and certain of its wholly-owned
subsidiaries to act as guarantors on a senior basis.
Proceeds of the offering were used to, amongst other
things, redeem IGT’s 6.5% senior secured notes due
February 2025 and pay certain debt issuance costs
incurred in connection with the offering.
The transaction represents a follow-up to the capital
structure initiatives executed over the last few years to
bolster IGT’s credit profile, taking advantage of better
market conditions from time to time. The decision not only
extended the average life of the Company’s debt
instruments and improved the outlook for IGT’s capital
structure and liquidity position, but also enabled IGT to
support and preserve its operations, protect the long-term
value of the business and further strengthen the
Company’s financial resilience. The Company also
believes that liability management is an effective means to
reinforce ties and build trust with external stakeholders,
including investors, lenders, suppliers, customers and
regulators.
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Principal Risks and Uncertainties
The Company faces a number of risks which could impact the achievement of its strategic objectives. These risks can be
caused by factors internal or external to the Company. While it is not possible to identify or anticipate every potential risk
due to the changing business environment, the Company has an established Enterprise Risk Management (“ERM”)
program to identify, assess, manage, report and monitor enterprise risks that pose the greatest threat to IGT’s ability to
achieve its strategic objectives. The ERM program also monitors multiple news and information sources, and works with
leading external risk research and advisory companies, in collaboration with participants from a variety of industries, to
gauge and track the emerging risk landscape to help identify potential emerging risks.
The Company has the following ERM model in place to help ensure there is effective risk governance and that sound risk
management practices are established and adhered to.
Generally, key risks are assessed on a residual basis (i.e. the actual risk that remains after considering and assessing the
effectiveness of controls). The assessment methodology incorporates a determination of the risk likelihood and the
potential financial, regulatory and reputational impacts as well as impacts on IGT’s strategic objectives and operations/
customers. In addition, a determination is made as to whether risks have one or more environmental, social and/or
governance components. It also includes an evaluation of the operating and design effectiveness of such risk’s controls.
IGT’s ERM mission is to provide the Board and its Audit Committee, IGT’s Global Compliance Governance Committee
and the senior leadership team with actionable insights and intelligence to enable confident and effective risk-informed
decision-making. To this end, the results of risk and control self-assessments of select risks in IGT’s risk register are
reported to the Audit Committee regularly.
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IGT’s risk categorization
Strategic
Risks arising from the fundamental business decisions that senior management makes
concerning IGT’s strategy and objectives and can also relate to management’s ability to
anticipate and react to changing economic, operating, environmental, or other external
conditions.
Operational
Risks arising out of IGT’s daily tactical business activities and are the result of inadequate or
failed internal processes and systems, human error and misconduct, or external events (e.g.,
natural disaster). Operational risks exclude those specific to Technology and Information
Security Risks.
Government,
Regulatory and
Legal
Risks as a result of intentional or inadvertent violations of, or noncompliance with, applicable
laws, regulations, codes of conduct, or organizational and/or ethical standards of practice by the
actions or inactions of employees, suppliers, third parties, etc.
Technology and
Information Security
IGT’s exposure to harm or loss resulting from breach of, or attacks on, IGT’s information
systems, or the risk of possible loss or harm related to the breach or inadequate management of
technology infrastructure, or the unauthorized use of technology within IGT resulting in theft or
loss of information to IGT’s strategy, businesses, products, customers, or employees.
Financial
Risks relating to IGT’s ability to acquire, manage and deploy its financial resources and
prudently manage the financial risks associated with it.
The potential impact of IGT’s key risks, and the primary mitigating controls in place to manage their impact, are as follows:
Strategic
Talent and People strategy
Description
The Company’s ability and strategy to attract and retain key management, product development,
finance, marketing, and research and development personnel, and its ability to attract and maintain a
diverse workforce, is directly linked to the Company’s continued success. In all of the industries in
which the Company operates, the market for qualified executives and highly-skilled technical workers is
intensely competitive, and increasing competition for talent and changing expectations of current and
prospective employees pose new challenges relating to the attraction and retention of key personnel.
Impact
The loss of key employees or an inability to hire a sufficient number of technical staff could limit the
Company’s ability to develop successful products and could cause delays in getting new products to
the market.
Mitigation
•
We develop and update succession plans for key roles.
•
We provide well-structured and competitive reward and benefit packages that ensure our ability to
attract and retain the employees we need.
•
We invest in training and career development opportunities for our people to support them in their
careers.
•
We strive to create a fair and inclusive culture that values unity, diversity, and belonging in our
people, players, customers, and communities.
Increased competition
Description
The industries in which the Company operates are dynamic and evolving, with new and emerging
products, services, technologies, innovations, participants, and competitors. The Company’s future
success will depend, in part, on its ability to successfully navigate and lead in this changing competitive
landscape in order to maintain or increase its market share, attract new customers and players and
retain existing ones, and develop innovative services, products, and distribution methods/systems.
Impact
Increased competition may result in increased pricing pressures on a number of the Company’s
products and services, and may impact the Company’s results and financial position.
Mitigation
•
We devote significant time and resources to researching and developing innovative services,
products, and distribution methods/systems.
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Operational
Contract manufacturing and supply chain management and oversight
Description
The Company purchases most of the parts, components, and subassemblies necessary for its lottery
terminals from outside sources. The Company outsources the manufacturing and assembly of certain
lottery terminals to third-party vendors.
Impact
The Company’s operating results could be adversely affected if one or more of its manufacturing and
assembly outsourcing vendors fails to meet defined quality standards and production schedules.
Disruptions and delays could adversely affect our suppliers’ ability to meet production schedules.
Mitigation
•
We put in place multiple mitigation strategies to reduce the impact of supply chain and parts
shortages, including adjusting delivery and production schedules.
•
We continue to monitor the extent of the supply chain and parts shortages and its impact on the
Company’s operations.
Product-related risks (product integrity, flaws and quality concerns, and unauthorized use)
Description
The real and perceived integrity and security, quality, and proper use of the Company’s products and
systems are critical to its ability to attract customers and players.
Impact
The Company could be negatively impacted if there is a real, perceived, or alleged lack of integrity or
security of its products or systems, or there are other product flaws or defects, or if the Company’s
products, games and/or systems are used or accessed in a way that the Company does not authorize
or intend.
Mitigation
•
We devote significant time and resources to researching and developing quality products that meet
exacting specifications and expectations around integrity.
•
There are robust quality assurance and product approval processes.
Environmental, social and governance (ESG) strategy and practices
Description
Stakeholders demand greater corporate accountability, transparency and sustainability and want to
know how organizations are affecting the environment, how they treat their employees, customers and
communities, and if they conduct their business ethically. The Company is expected to be able to
implement best practices or effectively manage, and meet stakeholder expectations around, evolving
ESG issues such as greenhouse gas emissions, tracking or monitoring emissions, responsible gaming,
community support initiatives, sustainable operations and compliance with relevant laws and
regulations.
Impact
The Company’s ESG practices may influence investment and business decisions of investors and
business partners, respectively.
Mitigation
•
We strive to develop ESG initiatives and programs, such as the forward-looking global Sustainability
Plan, that drive the Company towards its priorities and ambitions.
•
We maintain certifications in responsible gaming and offer responsible gaming features as part of
our core products.
•
We support the community through corporate and employee driven programs.
Government, Regulatory and Legal
Regulatory suitability and licensing
Description
The Company is subject to extensive background investigations, and other investigations of various
types are conducted by governmental and licensing authorities with respect to applicable lottery
regulations. These regulations and investigations vary from time to time and from jurisdiction to
jurisdiction where the Company operates.
Impact
The Company’s operations may be impacted if the Company is unable to obtain a privileged lottery
license or have a privileged lottery license revoked by a regulatory authority.
Mitigation
•
Regulatory suitability and licensing are centrally coordinated by a dedicated team with the objective
of obtaining and maintaining our privileged lottery licenses.
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Technology and Information Security
External cyberattacks
Description
The Company's business involves the storage and transmission of confidential business and personal
information, and theft, security breaches, or unauthorized access of a Company system may expose
the Company to a risk of loss of, or improper use and disclosure of, such information, which may result
in significant litigation expenses, liability exposure, reputational harm, and loss of consumer confidence
in the integrity and security of the Company’s products and systems. Cyberattacks on businesses,
including those targeting the gaming industry, are becoming more frequent, and increasingly more
difficult to anticipate and prevent due to their rapidly evolving nature, and the Company believes that
risks and exposures related to cybersecurity will remain high for the foreseeable future. While the
Company monitors risks from cybersecurity threats, and has identified, reported, and managed
cybersecurity incidents in the past, including the incident disclosed by the Company in November 2024,
we may not be able to prevent or detect every cyberattack or incident or reduce the negative effects
they may cause.
Impact
Failure, compromise, or breach of the Company’s security measures that results in the release of
confidential business and/or personal information could seriously harm the Company’s reputation and
have a materially adverse effect on the results of operations, business, financial condition or prospects
of the Company and the Company’s customers. Additionally, cyberattacks could also compromise trade
secrets and other sensitive information and result in such information being disclosed to others and
becoming less valuable.
Mitigation
•
We continuously implement and improve network security measures and data protection
safeguards to prevent or detect cyberattacks.
•
We put in place and improve our internal policies and procedures, and also hold insurance policies
that can mitigate losses incurred due to cyberattacks.
The Company also faces other risks and uncertainties in its operations. For example:
•
The Company has a concentrated customer base,
and the loss of any of its larger customers (or lower
sales from any of these customers) could lead to
significantly lower revenue.
•
The Company’s operations are dependent upon its
continued ability to retain and extend its existing
contracts and win new contracts with its customers.
The termination of or failure to renew or extend one or
more of the Company’s lottery contracts, or the
renewal or extension of one or more of the
Company’s lottery contracts on materially altered
terms, could have a material adverse effect on the
Company’s results of operations, business, financial
condition, or prospects.
•
Adverse changes in discretionary consumer spending
and behavior, including as a result of the occurrence
or perception of economic slowdown, rising interest
rates and/or inflation, may adversely affect the
demand for lottery and overall economic trends
specific to the lottery industry and the Company’s
business.
•
The Company’s Italian licenses, lottery contracts in
the U.S. and in other jurisdictions, and other service
contracts often require performance bonds or letters
of credit to secure its performance under such
contracts and require the Company to pay substantial
monetary liquidated damages in the event of non-
performance by the Company.
•
If the Company is unable to protect its intellectual
property, unable to prevent its unauthorized use by
third parties, or unable to license intellectual property
from third parties, its ability to compete in the lottery
market may be harmed.
•
The Company’s inability to successfully complete and
integrate acquisitions could limit its future growth or
otherwise be disruptive to its ongoing business, and
divestitures may materially adversely affect the
Company’s financial condition, results of operations or
cash flows.
•
The Company may not complete the sale of IGT
Gaming to Apollo Funds within the time frame
anticipated or at all, and the pendency of such
transaction could adversely affect our business and
operations.
•
The Company’s results of operations, cash flows and
financial condition could be affected by public health
issues, geopolitical and regulatory instability and
other potentially disruptive events in the locations
where the Company’s customers, suppliers or
regulators operate.
•
The Company is subject to physical risks relating to
climate change and transitional risks relating to
governmental and societal responses to climate
change.
•
The Company faces risks related to the extensive and
complex governmental regulation applicable to its
operations.
•
Failure to comply with data privacy laws could result
in significant penalties, and the Company is exposed
to significant risks in relation to compliance with anti-
corruption laws and regulations and economic
sanction programs.
•
Negative perceptions and publicity surrounding the
lottery industry such as problem gambling and failure
to address responsible gaming adequately could lead
to increased regulation.
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•
Changes to U.S. and foreign tax laws could adversely
affect the Company.
•
The concentrated voting power held by De Agostini
may limit other shareholders’ ability to influence
corporate decisions.
•
Covenants in the Company’s debt agreements may
limit its ability to pay dividends, repurchase shares,
and operate its business.
•
The Company’s results of operations may be
negatively impacted if any impairment of goodwill or
intangible assets is determined.
•
The establishment and utilization of alternative
reference rates may increase the amount of interest
the Company pays with respect to floating rate
indebtedness denominated in U.S. dollars.
•
Fluctuations in foreign currency exchange rates affect
our reported operating results in U.S. dollar terms and
may also impact our ability to accurately predict our
future results.
This Strategic Report was approved by the Board on March 6, 2025 and signed on its behalf by:
Vincent Sadusky
Chief Executive Officer
March 12, 2025
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This Directors’ Report has been prepared in accordance with requirements of The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008, as amended, that apply to the Company.
Governance
Our Board of Directors
The Directors are responsible for the management of the Company’s business, for which purpose they may exercise all
the powers of the Company whether relating to the management of the business or not.
The Directors for the financial year ended December 31, 2024 were: Marco Sala (Executive Chair), James McCann (Vice
Chair and Lead Independent Director), Vincent Sadusky (CEO), Massimiliano Chiara (CFO), Alberto Dessy, Enrico Drago,
Ashley M. Hunter, Heather McGregor, Lorenzo Pellicioli, Maria Pinelli, Samantha Ravich and Gianmario Tondato Da Ruos.
Marco Drago was also a Director until May 14, 2024.
The Board is currently comprised of (i) seven independent directors, and (ii) five non-independent directors - Marco Sala,
Vincent Sadusky, Massimiliano Chiara, Lorenzo Pellicioli and Enrico Drago. Messrs. Pellicioli and Drago are the Chairman
and Vice-Chairman, respectively, of the board of directors of De Agostini, the Company’s controlling shareholder. Marco
Sala also serves on the board as CEO of De Agostini.
Role
3; 25.0%
9; 75.0%
Executive
Non-executive
Independence
7; 58.3%
5; 41.7%
Independent
Non-independent
Tenure
4; 33.3%
8; 66.7%
0 to <5 years
5 to <10 years
Gender diversity
4; 33.3%
Female representation
Ethnic diversity
1; 8.3%
Ethnically diverse
Skills and Experience
as reported by Directors
International
experience
Other
public company
experience
Accounting /
Financial
reporting
Legal /
Regulatory /
Risk
Customer /
Retail
Digital /
Technology
Institutional
Environmental,
social and
governance
Massimiliano Chiara
l
l
l
l
l
Alberto Dessy
l
l
l
l
Enrico Drago
l
l
l
Ashley M. Hunter
l
l
l
l
James McCann
l
l
l
l
l
Heather McGregor
l
l
l
l
l
Lorenzo Pellicioli
l
l
l
l
l
Maria Pinelli
l
l
l
l
l
l
l
l
Samantha Ravich*
l
l
l
l
Vincent Sadusky
l
l
l
l
l
Marco Sala
l
l
l
l
l
Gianmario Tondato Da Ruos
l
l
l
l
l
* Cybersecurity expert
Directors’ Report
Annual Report and Accounts 2024
Page | 49
Marco Sala
Executive Chair; Executive Director
Age 65
Appointed to the Board April 2015
Professional experience
• Notable roles
◦Executive Chair of the Board since January 2022
◦CEO of De Agostini S.p.A., IGT’s controlling
shareholder, since June 2022
◦Chairman and CEO of DeA Capital S.p.A. since April
2022 and April 2023, respectively
◦Director of B&D Holding S.p.A. since December 2024
◦Previously served as CEO of the Company from April
2015 to January 2022
◦Previously served as a director of Opap from 2003 to
June 2019
• 39 total years of professional experience.
Education and Professional credentials
• Bocconi University, Milan, Italy
◦Bachelor of Science, Major in Business and
Economics
James F. McCann
Vice Chair and Lead Independent
Director
Age 73
Appointed to the Board April 2015
Committee membership Ⓝ
Professional experience
• Notable roles
◦Chairman and CEO of 1-800-Flowers.com, Inc.
◦Chairman of Smile Farms Inc., a 501c3 not-for-profit
organization
◦Chairman of Worth Media Group, a publishing and
event company
◦Previously served as Director of Amyris Inc. from
2019 to April 2024
◦Previously served as Chair and CEO of Clarim
Acquisition Corporation, a blank-check company
targeting
consumer-facing
e-commerce,
from
2020-2022
◦Previously served as Chairman of the Board of
Directors of Willis Watson Towers from January 2016
to January 2019, as well as Chairman of the
Nominating and Governance Committee until his
retirement in May 2019
• 53 total years of professional experience
Education and Professional credentials
• John Jay College, New York City, New York
◦Bachelor of Arts, Psychology
Massimiliano (Max) Chiara
Chief Financial Officer; Executive
Director
Age 56
Appointed to the Board April 2020
Professional experience
• Notable roles
◦Executive Vice President, Chief Financial Officer and
Executive Director since April 2020
◦Previously served as Chief Financial Officer of CNH
Industrial from September 2013 to April 2020, where
he was also named Chief Sustainability Officer in
2016 and Head of Mergers & Acquisitions in 2017
• 32 total years of professional experience
Education and Professional credentials
• Bocconi University, Milan, Italy
◦CEMS Master’s Degree in International Management,
with Universität zu Koln in Cologne, Germany as host
school
◦Bachelor of Science, Major in Business Administration
cum laude
• Directorship Certified by the National Association of
Corporate Directors
Alberto Dessy
Independent Non-Executive Director
Age 72
Appointed to the Board April 2015
Committee membership Ⓐ Ⓒ
Professional experience
• Notable roles
◦Appointed Senior Professor at the SDA Bocconi
School of Management of the Bocconi University in
Milan, Italy upon his retirement in 2023
◦Faculty member since 1979, where he served as
Director of Corporate Division, as Associate Dean for
Corporate Development, and as a member of the
Distinguished Faculty during his tenure
• 46 total years of professional experience
Education and Professional credentials
• Bocconi University, Milan, Italy
◦Bachelor of Science, Economic Sciences
Directors’ Report
Annual Report and Accounts 2024
Page | 50
Enrico Drago
Non-Executive Director
Age 47
Appointed to the Board April 2024
Professional experience
• Notable roles
◦Vice Chairman of De Agostini S.p.A. since June 2021
◦Previously served as Chief Executive Officer of the
PlayDigital business from September 2021 to March
2024
◦Previously served as the Company’s Senior Vice
President of PlayDigital from 2018 to 2021
• 26 total years of professional experience
Education and Professional credentials
• IESE
Business
School,
University
of
Navarra,
Barcelona, Spain
◦Master in Business Administration
• Bocconi University, Milan, Italy
◦Bachelor of Science, Business Administration
Other
• Enrico Drago is step-son-in-law to Lorenzo Pellicioli,
Non-Executive Director
Ashley M. Hunter
Independent Non-Executive Director
Age 45
Appointed to the Board January 2022
Committee membership Ⓝ
Professional experience
• Notable roles
◦Founding partner of A. Hunter & Company, a leading
risk management advisory firm
◦Lecturer at the University of Texas at Austin School of
Information since 2015
• 24 total years of professional experience
Education and Professional credentials
• Texas A&M University, College Station, Texas
◦Masters in Business Administration
• Centenary College of Louisiana, Shreveport, Louisiana
◦Bachelor of Music in Music Theory and Composition
Other
• Ashley M. Hunter is an active member of the
Professional Liability Underwriting Society, Women in
Private Equity and The Waters Street Club. She also
serves as a director for Affordable Central Texas, as a
trustee for Zach Theatre, on the Zoning Board of
Adjustment in Fredericksburg, Texas and as a
gubernatorial appointee to the Motor Vehicle Crime
Prevention Authority of the Texas Department of Motor
Vehicles.
Heather J. McGregor
Independent Non-Executive Director
Age 62
Appointed to the Board March 2017
Committee membership Ⓐ
Professional experience
• Notable roles
◦Vice President and Provost of Heriot-Watt University
in Dubai, previously serving as the Executive Dean in
Scotland
◦Previously served as a director of Non-Standard
Finance Plc from 2014 to 2022 and Fundsmith
Emerging Equities Trust from 2021 to 2022
◦Founder of the Taylor Bennett Foundation, which
works to promote diversity in the communications
industry
◦Founding member of the Steering Committee of the
30%
Club,
which
is
working
to
raise
the
representation of women at senior levels within U.K.
publicly listed companies
• 41 total years of professional experience
Education and Professional credentials
• University of Hong Kong, Pokfulam, Hong Kong
◦PhD in Structured Finance
• London Business School, London, U.K.
◦Masters in Business Administration
• Newcastle University, Newcastle upon Tyne, U.K.
◦Bachelor of Science in Agricultural Economics &
Marketing
• Chartered Institute of Management Accountants, U.K.
◦Chartered Global Management Accountant
Other
• Professor McGregor was one of the first two people at
Heriot-Watt University to be named a Principal Fellow of
the Higher Education Academy, and she was elected in
2021 as a Fellow of the Royal Society of Edinburgh,
Scotland. She was made a Dame Commander of the
Order of the British Empire in King Charles III’s 2023
New Year Honours List for her services to education, to
business and to heritage in Scotland.
Directors’ Report
Annual Report and Accounts 2024
Page | 51
Lorenzo Pellicioli
Non-Executive Director
Age 73
Appointed to the Board April 2015
Professional experience
• Notable roles
◦Previously served as Chair of the Board from
November 2018 to January 2022
◦Chairman of De Agostini S.p.A., a role he assumed
following his retirement as Chief Executive Officer in
June 2022
◦Board member of Assicurazioni Generali S.p.A. since
2007, where he sits on the Appointments and
Remuneration Committee and Investments and
Strategic Operations Committee
◦Serves as: (i) a board member of B&D Holding S.p.A.
(since 2012); (ii) the sole director of Flavus S.r.l.
(since 2014); (iii) a member of the Advisory Board of
Palamon Capital Partners (since 2008); and (iv)
Chairman of Xantos Sasu, St. Remy de Provence
(since 2002)
◦Previously served as: (i) a director of DeA Capital
S.p.A (2007 to 2022); (ii) a member of the
Supervisory Board of Banijay Group (2016 to 2022);
(iii) a board member of L.D.H. S.a.S (2016 to 2022);
and (iv) a director of De Agostini Editorie S.p.A. (2003
to 2020)
• 52 total years of professional experience
Education and Professional credentials
• ITIS Chimici (Paleocapa), Bergamo, Italy
◦Industrial Chemicals
Other
• Lorenzo Pellicioli is step-father-in-law to Enrico Drago,
Non-Executive Director
Maria Pinelli
Independent Non-Executive Director
Age 62
Appointed to the Board January 2022
Committee membership Ⓐ
Professional experience
• Notable roles
◦Member of the Board of Directors and Chair of the
Audit Committee for Globant S.A., a publicly traded
company headquartered in Luxembourg and listed on
the NYSE
◦Member of the Board of Directors, Chair of the Audit
Committee and member of the Compensation
Committee for Archer Aviation, Inc., a publicly traded
company headquartered in San Jose, CA and listed
on the NYSE
◦Chief Executive Officer of Strategic Growth Advisors,
LLC since December 2020
◦Previously served as a director and Chair of the Audit
Committee of Clarim Acquisition Corporation from
2020-2022, which was publicly listed on the Nasdaq
◦From 1986-2020, held a variety of leadership roles for
Ernst & Young, including Consumer Products and
Retail Leader, Technology Leader, Global Vice Chair
of Strategic Growth Markets, Global IPO Leader and
Americas Leader for Strategic Growth Markets
• 38 total years of professional experience
Education and Professional credentials
• McMaster University, Hamilton, Ontario, Canada
◦Bachelor of Commerce
• Canadian Institute of Chartered Public Accountants
◦Fellow, Chartered Public Accountant
• Institute of Chartered Accountants in England and
Wales
◦Chartered Accountant
• Executive education completed at Harvard Business
School in Cambridge, Massachusetts, and The Kellogg
School of Management at Northwestern University,
Evanston, Illinois
Other
• Maria Pinelli was recognized as one of the Square
Mile’s most inspiring Power 100 Women (London, U.K.).
Samantha F. Ravich
Independent Non-Executive Director
Age 58
Appointed to the Board July 2019
Committee membership Ⓝ Ⓒ
Professional experience
• Notable roles
◦Chair of the Center on Cyber and Technology
Innovation at the Foundation for Defense of
Democracies and its Transformative Cyber Innovation
Lab since 2016
◦Member of the Board of NDX Management, LLC
since 2022
◦Previously served as the Vice Chair of the President’s
Intelligence Advisory Board, as a Commissioner on
the Congressionally-mandated Cyberspace Solarium
Commission and as a member of the Secretary of
Energy’s Advisory Board at the U.S. Department of
Energy
• 31 total years of professional experience
Education and Professional credentials
• Pardee RAND Graduate School, Santa Monica,
California
◦Ph.D. in Policy Analysis
• Stuart Weitzman School of Design, University of
Pennsylvania, Philadelphia, Pennsylvania
◦Master of City Planning
• The Wharton School, University of Pennsylvania,
Philadelphia, Pennsylvania
◦Bachelor of Science in Engineering
Directors’ Report
Annual Report and Accounts 2024
Page | 52
Vincent (Vince) L. Sadusky
Chief Executive Officer; Executive
Director
Age 59
Appointed to the Board April 2015
Professional experience
• Notable roles
◦Chief Executive Officer of the Company since 2022
and Executive Director on the Board; served as
Interim Chief Executive Officer, Global Lottery from
July 2023 to February 2024
◦Formerly an Independent Non-Executive Director and
Chair of the Audit Committee from the formation of
the Company until 2022
◦Previously served as Chief Executive Officer and
member of the Board of Directors of Univision
Communications Inc., the largest Hispanic media
company in the U.S., from 2018 to 2021
• 38 total years of professional experience
Education and Professional credentials
• New York Institute of Technology, New York City, New
York
◦Master of Business Administration
• Pennsylvania
State
University,
State
College,
Pennsylvania
◦Bachelor of Science, Accounting
Gianmario Tondato Da Ruos
Independent Non-Executive Director
Age 65
Appointed to the Board April 2015
Committee membership Ⓒ
Professional experience
• Notable roles
◦A member of the Strategic Advisory Board of Planet
Farms Holding S.p.A. in Italy
◦Previously served as the Chief Executive Officer of
Autogrill S.p.A. from 2003 to 2023
◦Previously
served
as
Chairman
of
HMSHost
Corporation, Autogrill Italia S.p.A. and Autogrill
Europe S.p.A, as well as director of Autogrill S.p.A.
from 2003 to February 2023
◦Previously served as Chairman of World Duty Free
S.p.A., a director of World Duty Free Group S.A.U.,
and a member of the Advisory Board of Rabobank in
Holland
• 45 total years of professional experience
Education and Professional credentials
• Ca’Foscari University, Venice, Italy
◦Bachelor of Science, Economics
Directors’ Report
Annual Report and Accounts 2024
Page | 53
Board practices
The Board has broad responsibilities for establishing the
Company’s organizational structure, strategic goals and
risk profile to pursue long-term value creation and
business
growth
whilst
honoring
commitments
to
stakeholders.
The Board is led by the Executive Chair, who is focused
on managing the Board, keeping corporate governance
aligned to U.S. and U.K. best practices - including as it
relates to sustainability initiatives - and providing
alongside the CEO the strategic direction of the Company
towards the goals set by the Board. The Lead
Independent Director serves as a liaison between the
Executive Chair and the independent Directors and
generally leads the executive sessions of the Board (his
role and authority are more fully set out in the Corporate
Governance Guidelines available on the Company’s
website), while the day-to-day management of the
business has been delegated to the CEO, with senior
management equipped with authority within specified
parameters
which
the
Nominating
and
Corporate
Governance Committee reviews annually.
The Board holds regularly scheduled meetings to discuss
matters which are usually high-level predetermined at the
end of each year, typically including an annual strategy
session with management present to review the market
trends, strategic goals, business plans to achieve those
goals
(including
assumptions,
projections,
and
conclusions) and the relevant key risks, as well as
programs and initiatives to continuously monitor such
trends, goals, plans and risks. At the beginning of each
year, the outcome of the strategy session is translated into
an updated three to five-year strategic plan, which may
also involve organizational changes as appropriate. Ad-
hoc board meetings are also called to deal with
extraordinary or unusual matters, such as M&A and
financial transactions, major contracts, incidents and
litigations, as well as business updates.
All decisions that may have a material impact upon IGT
(such as strategic transactions and financing or capital
markets
opportunities)
or
exceed
certain
financial
thresholds determined by the Board, are generally
reserved for Board consideration and approval, in some
cases upon the recommendation of the Audit Committee.
During its meetings, the Board discusses management
presentations and proposals received, and the Executive
Chair sets appropriate time to allow Directors to seek
clarifications
or
challenge
management’s
recommendations before reaching informed decisions.
The Board is supported by an Audit Committee, a
Compensation Committee, and a Nominating and
Corporate
Governance
Committee,
with
a
clear
framework of matters delegated to each of them as set
out in the respective charters available on the Company’s
website. The Board receives periodic updates, advice and
proposals on delegated matters for analysis and
discussion, whether through each Committee or directly
from management such as on financial results and
forecasts, major contracts and business, refinancing
opportunities, enterprise risk management (including
cybersecurity), human capital management (including
diversity, equity and inclusion, talent risk / management
and development, harassment), compensation practices,
Board composition, corporate policies and investor
relations.
The Board deemed that it was in the best interests of the
Company and its shareholders to establish a temporary
committee
composed
solely
of
independent
and
disinterested Directors to deal with the Proposed
Transaction in light of potential conflicts of interests that
one or more members of the Board may have in such
transaction due to the possibility of De Agostini’s minority
investment in the combined business of IGT Gaming and
Everi. As a result, the Board established the Special
Committee, made up of all the independent Directors, with
full power and authority to consider and determine IGT’s
actions in connection with the Proposed Transaction,
including valuation, terms and conditions and whether or
Directors’ Report
Annual Report and Accounts 2024
Page | 54
not to proceed with such transaction. The Special
Committee held separate sessions/meetings to discuss
the Proposed Transaction and the Directors’ attendance at
such sessions/meetings are reported in the section
headed “Board and Committee meeting attendance” on
page 58.
Management also reported to the Board directly on the
Company’s cybersecurity posture and roadmap, as well
as on the cybersecurity incident disclosed by the
Company in November 2024.
Informative sessions were offered during the year to the
Board and its Committees, including through external
advisors and presenters, aimed at further developing
director knowledge and skills and maximizing their
contribution to the decision-making process. Specifically,
during 2024, the Directors received an educational
session on artificial intelligence and generative artificial
intelligence, covering areas from the productivity gains
that
generative
artificial
intelligence
would
help
enterprises unlock the barriers to fully adopting artificial
intelligence, and the need to mitigate or address
implementation risks.
Corporate governance arrangements
The Parent is a public limited company incorporated
under the laws of England and Wales with ordinary shares
listed on the NYSE. The Articles provide that, for as long
as its ordinary shares are listed on the NYSE, the Parent
shall comply with all NYSE corporate governance
standards set forth in Section 3 of the NYSE Listed
Company Manual (available at www.nyse.com) applicable
to non-controlled domestic U.S. issuers, regardless of
whether the Parent is a foreign private issuer (as it
currently is). To this end, the Board adopted the Corporate
Governance Guidelines (available at www.IGT.com)
addressing key areas for its composition and working,
including among other things Director qualifications,
compensation and duties, Board leadership, meetings,
succession planning, induction, conflicts of interest and
Committee assignments.
The Guidelines reflect the Board’s commitment to
monitoring the effectiveness of its decision-making
process with a view to ultimately contributing to market
value appreciation and long-term growth.
The Board periodically reviews and adjusts its size and
composition as appropriate depending on the Company’s
strategic priorities, availing itself of the advisory and
proposition
responsibilities
of
the
Nominating
and
Corporate Governance Committee, including to ensure
that a majority of the Directors shall be independent, each
Director shall meet the applicable eligibility and integrity
requirements, and the Board overall has the desired skills.
In considering possible candidates, the Nominating and
Corporate Governance Committee typically strives to
achieve a “diverse” environment (in all aspects of the
term) including with respect to demographics like gender,
gender identity, race and ethnicity, and a variety of
background attributes such as education and professional
experience, all of which contribute to the collective
strength of the Board.
The Guidelines also provide that the Directors conduct a
Board evaluation at least annually to assess whether the
Board
and
its
Committees
have
an
appropriate
composition and are functioning effectively, including in
terms
of
interactions
among
Directors
and
with
management. The results of the annual evaluation are
generally reported to the Board by the Chair of the
Nominating and Corporate Governance Committee, which
recommends and monitors the implementation of follow-
up actions, where appropriate. Further details on the 2024
Board and Committee self-evaluation are set out on page
59.
The Directors are of the view that the Corporate
Governance Guidelines alongside the charters of the
Committees and other governance policies available at
www.IGT.com, all as reviewed annually by the Board and
its Committees to ensure that they remain suitable for the
needs of the Company and in line with applicable laws,
regulations and best market practices, are properly
designed to assist the Directors in fulfilling their
obligations to the diverse group of stakeholders of the
Company.
The Parent also voluntarily applies a selected number of
provisions of the U.K. Corporate Governance Code which
(i) are not inconsistent with the NYSE corporate
governance standards, and (ii) would generally be
expected by the market to be implemented by a company
like the Parent. For example, the continued appointment
of all Directors is normally subject to an annual
shareholder vote, and each Committee of the Board is
composed of independent non-executive directors.
The membership of each of the Audit Committee, the
Compensation Committee and the Nominating and
Corporate Governance Committee is subject to the
requirements of the NYSE and applicable law. The
members of each committee are appointed by and serve
at the discretion of the Board until the end of the
applicable term unless they resign, are removed or
replaced earlier. The Chair of each Committee is
appointed by the Board.
Audit Committee
The Audit Committee assists the Board in overseeing the
Company’s accounting and financial reporting processes
and audits of the financial statements, including the
quality
and
integrity
of
the
Company’s
financial
statements;
compliance
with
legal
and
regulatory
requirements;
qualifications,
independence
and
performance of the independent auditors; the adequacy
and performance of the Internal Audit function; and the
Company’s internal controls over financial reporting and
systems of disclosure controls and procedures.
Directors’ Report
Annual Report and Accounts 2024
Page | 55
The Audit Committee is also responsible for overseeing
risk assessment and risk management, recommending to
the Board any changes, amendments, and modifications
to the Company’s ethical codes of practice such as the
Code of Conduct and the Code of Ethics which set out the
Company’s standard of behavior, and for promptly
disclosing any waivers for directors or executive officers,
as required by applicable law.
During the year, the Audit Committee:
•
Reviewed, deliberated on and recommended for
approval or acknowledgement by the Board, as the
case may be, the Company’s annual reports,
quarterly
financial
statements,
earnings
press
releases and analyst presentations;
•
Pre-approved the engagement of the independent
auditors to audit the Company’s consolidated and
parent company financial statements pursuant to the
Audit Committee Pre-Approval Policy, which is
designed to preserve the auditors’ independence;
•
Reviewed and pre-approved other specific audit and
non-audit services by the independent auditors, as
permitted under the applicable regulations and
internal policies;
•
Received and reviewed periodic reports and updates
from the Company’s Internal Audit function with a
view
to
monitor
and
assess
the
activities,
effectiveness,
performance,
resourcing,
independence
and
standing
of
such
function,
including with respect to the adequacy of the
Company’s internal controls;
•
Reviewed periodic reports and updates from the
Company’s
Compliance
function
on
regulatory
compliance matters in connection with the Company’s
license portfolio in new and established jurisdictions;
•
Reviewed and discussed the Company’s enterprise
risk management program, tools and results focusing
on the principal and emerging risks and uncertainties
as well as the related mitigation measures and
strategies,
including
cybersecurity
management,
strategy and governance;
•
Reviewed reports and updates from the Company’s
Legal function, including on data privacy and anti-
corruption;
•
Reviewed
and
discussed
matters
regarding
accounting principles and treatment (particularly in
connection with the Strategic Review), liability
management transactions and a related party
transaction;
•
Reviewed and approved (or recommended that the
Board approve) changes to audit governance policies
and
related
documents,
including
the
Audit
Committee’s charter;
•
Reviewed certain voting recommendations from proxy
advisory firms on shareholder resolutions proposed
for the 2024 AGM;
•
Oversaw the Company’s approach to investor
engagement in light of the Strategic Review; and
•
Met regularly with the external auditors, the CFO, the
Chief Accounting Officer, the General Counsel, the
Chief Compliance Officer and the Chief Audit
Executive in separate sessions.
Each member of the Audit Committee must meet the
financial literacy requirement set by the NYSE, as such
qualification is interpreted by the Board in its business
judgment, or must become financially literate within a
reasonable period of time after their appointment to the
Audit Committee. In addition, at least one member of the
Audit Committee must have accounting or related
financial management expertise, again as set by the
NYSE, as the Board interprets such qualification in its
business judgment. As of February 2025, the Board
deemed that the members of the Audit Committee qualify
as audit committee financial experts.
The operation, performance and effectiveness of the Audit
Committee was specifically reviewed as part of the annual
Board self-evaluation process, confirming that the Audit
Committee continues to operate effectively.
Compensation Committee
The Compensation Committee assists the Board in
discharging its responsibilities relating to compensation of
the Company’s directors and other executive officers, as
well as on human capital management matters (such as
management succession planning, culture and employee
engagement, and DEI).
During the year, the Compensation Committee:
•
Reviewed and recommended for Board approval the
Directors’ remuneration implementation report for the
year ended 31 December 2023 and the new
Remuneration Policy, both presented for shareholder
approval at the 2024 AGM;
•
Reviewed
management
recommendations
and
advised the Board on broad compensation policies
implemented or to be implemented by the Company;
•
Assessed the annual performance of the Executive
Chair and the CEO, and advised the Board on
executive officer compensation;
•
Reviewed
the
new
incentive
plan
design,
performance measures and targets;
•
Monitored compliance with Director and executive
share ownership guidelines;
•
Received and discussed periodic reports and updates
from the People and Transformation function on talent
management and development, DEI, harassment
statistics
and
trends,
as
well
as
prevention/
remediation measures in place, among other things;
•
Received and discussed reports on the Company’s
talent risk trend, including mitigation measures
adopted or under consideration within the Company’s
risk control environment;
•
Assessed and confirmed the Company’s peer group;
•
Assessed the independence of its advisor, Mercer;
•
Reviewed and approved (or recommended that the
Board approve) management’s proposals with respect
to incentive compensation arising in connection with
the Strategic Review;
Directors’ Report
Annual Report and Accounts 2024
Page | 56
•
Reviewed and approved (or recommended that the
Board approve) proposed changes to compensation
governance policies and related documents, including
the Compensation Committee’s charter; and
•
Reviewed
voting
recommendations
from
proxy
advisory firms on compensation-related shareholder
resolutions proposed for the 2024 AGM.
The operation, performance and effectiveness of the
Compensation Committee was specifically reviewed as
part of the annual Board self-evaluation process,
confirming that the Compensation Committee continues to
operate effectively.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee
typically advises the Board and makes proposals
regarding individuals qualified to potentially become
members of the Board and its Committees, consistent
with criteria set forth in the Company’s Corporate
Governance Guidelines. In leading the selection process,
the Committee typically scouts prospects, reviews and
evaluates their backgrounds and suitability before
submitting for the Board’s decision and ultimately for
shareholder approval at the Company’s AGM.
The Nominating and Corporate Governance Committee
has responsibility for Board succession planning. At least
annually, the Committee reviews the structure, size,
diversity and composition of the Board, evaluates the
balance of the existing skills, experience, independence
and commitment among the existing Directors in light of
the Company’s strategic direction and identifies any gaps
in the overall skill set. In considering the Board diversity
(in all aspects of that term), the Committee may take into
account various factors and perspectives, including
professional
experience,
education
and
other
demographics such as gender, gender identity, race and
ethnicity, as well as the variety of attributes that contribute
to the Board’s strength.
At least annually, the Nominating and Corporate
Governance Committee also reviews and supports the
Board in determining whether each existing independent
Director
continues
to
meet
the
standards
for
independence set forth in the Corporate Governance
Guidelines and applicable NYSE rules. Having assessed
the Board composition in February 2025, with specific
additional consideration of the tenure of each Director and
the results of the most recent annual self-evaluation, the
Board is satisfied that the experience, financial acumen
and commercial track record outside IGT of each Director
continues to benefit the Board, and that each existing
independent Directors remains independent in both
character and judgement, and that there are no
relationships or circumstances likely to affect their
independence.
The Committee also assists the Board in discharging its
responsibilities relating to the governance of the
organization.
During
the
year,
the
Nominating
and
Corporate
Governance Committee:
•
Reviewed and recommended for Board approval the
strategic and directors’ reports of the Company for the
year ended 31 December 2023;
•
Reviewed
each
Director’s
character,
integrity,
eligibility, alongside the number and weight of other
corporate offices, as well as the independence and
financial expertise of given Directors under the NYSE
requirements, and recommended that the Board
propose
to
the
Company’s
shareholders
the
continued appointment of all the existing Directors;
•
Recommended
that
the
Board
support
the
appointment of Enrico Drago further to the stepping
down of Marco Drago;
•
Reviewed and recommended that the Board affirm
the position of one Director who had experienced a
change in professional status, pursuant to the
Corporate Governance Guidelines;
•
Reviewed the Board composition against market
standards (including those gathered from the U.S.
Spencer Stuart Board Index and the S&P MidCap 400
Index) and discussed the adequacy of the size of the
Board and of the Directors’ skills and characteristics
in the context of the Company’s strategic goals and
direction;
•
Assessed the terms and conditions of the Director
and Executive Officer liability insurance coverage;
•
Oversaw the Board, Committee and individual
Director annual self-evaluation process, outcome and
recommended follow-up actions (reported hereafter
under the section headed “Board and Committee
evaluation” on page 59);
•
Reviewed periodic reports and updates on the
Company’s sustainability program, including the
Company’s climate-related disclosures aligned to the
TCFD recommendations for the 2024 financial year,
as well as the Company’s ESG public disclosures
such as the annual Sustainability Report and the
group Modern Slavery Statement;
•
Reviewed and approved (or recommended that the
Board approve) proposed changes to corporate
governance policies and related documents, including
the
Nominating
and
Corporate
Governance
Committee’s charter, the Corporate Governance
Guidelines and the CEO emergency succession plan;
•
Reassessed the Company’s delegation of authority
system; and
•
Reviewed
voting
recommendations
from
proxy
advisory
firms
on
the
shareholder
resolutions
proposed for the 2024 AGM.
The operation, performance and effectiveness of the
Nominating and Corporate Governance Committee was
specifically reviewed as part of the annual Board self-
evaluation process, confirming that the Nominating and
Corporate Governance Committee continues to operate
effectively.
Directors’ Report
Annual Report and Accounts 2024
Page | 57
Board and Committee meeting attendance
The attendance at Board and Committee meetings during 2024 is expressed as the number of meetings attended out of
the number that each Director was eligible to attend.
Number of meetings held(2)
13
4
9
8
6
Directors
Max Chiara
13/13
-
-
-
-
Alberto Dessy
13/13
4/4
9/9
8/8
-
Enrico Drago(3)
9/9
-
-
-
-
Ashley M. Hunter(4)(5)
11/13
3/4
-
-
6/6
James McCann
13/13
4/4
-
-
6/6
Heather McGregor
13/13
4/4
9/9
-
-
Lorenzo Pellicioli(4)
12/13
-
-
-
-
Maria Pinelli
13/13
4/4
9/9
-
-
Samantha Ravich(6)
13/13
4/4
-
8/8
6/6
Vince Sadusky
13/13
-
-
-
-
Marco Sala
13/13
-
-
-
-
Gianmario Tondato Da Ruos
13/13
4/4
-
8/8
-
Former Director who served for only
part of the year
Marco Drago(7)
4/6
-
-
-
-
Board
Special
Committee(1)
Audit
Committee
Compensation
Committee
Nominating and Corporate
Governance Committee
(1)
The Special Committee was established composed solely of independent Directors.
(2) Comprised of scheduled and unscheduled meetings, including meetings of the Special Committee of the Board.
(3)
Enrico Drago was appointed by the Board as a Non-Executive Director effective April 1, 2024, and was eligible to attend
scheduled and unscheduled meetings of the Board from his date of appointment.
(4)
Ashley M. Hunter was absent from two ad-hoc Board meetings and one Special Committee session, and Lorenzo Pellicioli
was absent from one Board meeting, due to personal commitments.
(5)
Ashley M. Hunter was invited to one Audit Committee meeting to provide her input and expertise on risk management.
(6)
Samantha Ravich was invited to three Audit Committee meetings to provide her input and expertise on cybersecurity.
(7)
Marco Drago stepped down from his role as a Non-Executive Director and departed from the Board at the conclusion of the
Company’s AGM on May 14, 2024.
There are at least five scheduled meetings for each of the
Board and the Compensation Committee each year, and
at least six for each of the Nominating and Corporate
Governance Committee and the Audit Committee.
Additional meetings of the Board or a Committee are
called as necessary, in addition to the adoption of
unanimous written resolutions where appropriate.
During 2024:
•
Eight additional Board meetings were called to focus
on matters relating to the Strategic Review, to review
major contract opportunities, and to discuss the
cybersecurity incident which affected the Company in
late 2024;
•
The Special Committee convened in four occasions to
discuss the Proposed Transaction;
•
Two additional Audit Committee meetings were held
on the Company’s enterprise risk management and
cybersecurity, and another meeting was called to
focus on the Strategic Review; and
•
Three additional Compensation Committee meetings
were held to deliberate on compensation-related
matters, including in connection with the Strategic
Review.
Where a Director is unable to attend a meeting, copies of
all papers are still sent to that Director in advance. Draft
meeting minutes are circulated to all Directors for
approval at a subsequent meeting, typically with the
abstention of those Directors who were not present at the
meeting. The Chairs of the Board and each Committee, as
well as the Lead Independent Director, are available for
individual consultation between meetings and to provide
briefing on any relevant outcomes from a Board or
Committee meeting should a Director be unable to attend
a particular meeting.
Executive sessions for non-employee Directors or
Committee members (as the case may be) with selected
or no management in attendance, as well as Independent
Director sessions with no management in attendance, are
regularly held at the end of each meeting to, among other
things, summarize the outcome of the meeting, collect
proposals and plan actions for the next meeting.
Directors’ Report
Annual Report and Accounts 2024
Page | 58
Board and Committee evaluation
Well-organized
Board
and
Committee
meetings,
combined with an effective decision-making process,
remain instrumental to the success of the Company. The
Board undertakes a rigorous self-evaluation process each
year to assess these and other Board prerogatives, and
more in general to understand how the Board, its
Committees and each individual Director have been
performing. The Nominating and Corporate Governance
Committee determines the approach and methodology to
be used, oversees the evaluation process and shares the
results with the full Board.
Similar to past years, the 2024 self-evaluation was
undertaken by way of an internal questionnaire and led by
the Corporate Secretary team on behalf of the Nominating
and Corporate Governance Committee. Several aspects
were evaluated including, among other things:
•
The size, composition, performance, cohesion, roles
and responsibilities of the Board and its Committees;
•
The competence and preparedness of each Director
in general;
•
The appropriateness of the agenda items considered,
the quality and timeliness of materials presented, as
well as the conduct of Board and Committee
meetings; and
•
Areas for improvement.
Any items of note resulting from the questionnaire or from
subsequent discussions were followed up on by the
Nominating and Corporate Governance Committee, the
Board and/or the concerned Committee.
The evaluation in 2024 revealed that the Board, each
Committee and all Directors remained largely satisfied
with the expectation for their respective performance.
There was general satisfaction over the Board’s decision-
making process, role and performance in carrying out its
responsibilities. The atmosphere of Board meetings
remained pleasant and professional, with the Directors
generally supporting each other and effectively liaising
with management.
The successful closing of the Proposed Transaction, the
design of the Company’s organization as well as the
design and implementation of a long-term strategy for the
lottery business following the closing of the Proposed
Transaction, were identified as priorities for the coming
year.
The Directors were generally satisfied with the annual
self-evaluation process and the way the issues raised
during the previous edition were addressed.
Directors’ Report
Annual Report and Accounts 2024
Page | 59
Additional Disclosures
Matters reported in the Strategic Report
The Strategic Report sets out those matters required to be
disclosed in the Directors’ Report which are considered to
be of strategic importance:
•
Likely future developments of the Company (see
“Strategy” from page 10);
•
Research and development (see “Research &
Development (R&D)” on page 14);
•
Employee: Diversity, Equity and Inclusion; Equal
employment,
Communication,
and
Employee
involvement in the Company’s performance (see
“Employee” from page 26);
•
Engagement with employees and consideration of
employees’ interests (see “Our stakeholders” and
“Key decisions” from page 39);
•
Engagement with suppliers, customers and others
(see “Our stakeholders” and “Key decisions” from
page 39); and
•
Greenhouse gas emissions and energy consumption
(see“Environment” from page 28).
The Directors’ Report should be read in conjunction with
the Strategic Report, the Directors’ Remuneration Report
and other sections of this Annual Report and Accounts, all
of which are incorporated into this Directors’ Report by
reference.
General information
The Parent is a public company limited by shares,
incorporated under the laws of England and Wales under
the CA 2006 with registered number 09127533. The
address of the Parent’s registered office is 3rd Floor 10
Finsbury Square, London, England, EC2A 1AF.
Branches
As the Company is a global business, there are activities
operated through many jurisdictions. As of December 31,
2024, the Company conducted business in various
jurisdictions around the world and had 36 branches.
Directors’ interests
The Directors have interests in the Parent’s ordinary
shares as detailed in the Directors’ Remuneration Report.
Directors’ indemnities
In accordance with the Articles and to the extent permitted
by law, (i) the directors and officers of the Parent or any of
its associated bodies corporate (within the meaning of the
Articles) are granted qualifying third party indemnity
provisions for the purposes of the CA 2006 in respect of
liability incurred as a result of their office, and (ii) the
directors of the Parent are granted qualifying pension
scheme indemnity provisions for the purposes of the CA
2006 in respect of liability incurred as a result of the
Company’s activities as a trustee of an occupational
pension scheme. These provisions were in force during
the financial year ended December 31, 2024 and up to the
date of this Annual Report and Accounts.
In addition, the Parent maintained a directors’ and officers’
liability insurance policy throughout the year to cover
against certain legal liabilities and costs for claims
incurred in respect of any act or omission in the execution
of their duties.
Political donations and political expenditure
During the year ended December 31, 2024, subsidiaries
of the Parent made various forms of contributions (i.e.
political
(where
permissible),
charitable
donations,
membership dues, and sponsorships) to entities in the
U.S. including various U.S. embassies (located in
Barbados and the Eastern Caribbean, Trinidad & Tobago,
and the Dominican Republic) and other non-U.S.
sponsorship events that have charitable, social welfare,
trade and business sector, or political affiliations and
missions. Some of these organizations and entities have
affiliations with government officials. These non-U.K.
contributions totaled $1.8 million (2023: $2.12 million).
The Company has complied with jurisdictional reporting
requirements for these contributions and all such
contributions are permissible under applicable laws.
Neither the Parent nor any of its subsidiaries for the year
ended December 31, 2024 (i) made any donations to a
registered political party, other political organization or any
independent election candidate in the U.K., or (ii) incurred
any political expenditure in the U.K.
Share capital
The issued share capital of the Parent as of March 6,
2025, is $20,890,823 and £50,000, consisting of
208,906,138 ordinary shares of $0.10 each (of which
6,873,196 shares were held in treasury), 208,906,138
special voting shares of $0.000001 each, and 50,000
sterling non-voting shares of £1 each.
The special voting shares carry 0.9995 votes each
(compared to 1 vote for each ordinary share) and are held
at all times by a nominee appointed by the Parent.
Shareholders who maintain their ownership of ordinary
shares continuously for at least three years are eligible to
elect 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
set out in the Parent’s Loyalty Plan (details of which are
available at www.IGT.com). Once those conditions have
been met and that eligible shareholder has successfully
elected to participate in the Loyalty Plan, that shareholder
will have the voting power of the equivalent of 1.9995
votes for each ordinary share held. The special voting
shares and ordinary shares will be treated as if they are a
single class of shares and not divided into separate
classes for voting purposes. Further details of the special
voting shares and the rights attaching to them are set out
in the Articles.
As of March 6, 2025, De Agostini had an economic
interest of approximately 42.3% (excluding treasury
shares) in the Parent and, due to its election to exercise
Directors’ Report
Annual Report and Accounts 2024
Page | 60
the special voting shares associated with its ordinary
shares pursuant to the Loyalty Plan, a voting interest in
the Parent of approximately 59.4% of the total voting
rights (excluding treasury shares).
The Directors were authorized, at the 2024 AGM, to allot
ordinary shares in the capital of the Company up to a
maximum nominal amount of approximately $6.7 million
and up to a further maximum nominal amount of
approximately $6.7 million where the allotment is in
connection with an offer by way of a rights issue, in each
case representing approximately one third of the nominal
value of the ordinary shares in issue on April 3, 2024, for a
period expiring at the end of the next AGM (or if sooner,
August 13, 2025). The Directors are requesting a new
authority for the Parent to allot ordinary shares in the
capital of the Company at the forthcoming AGM in line
with
the
Investment
Association
Share
Capital
Management Guidelines.
Share repurchase
On November 16, 2021, the Company announced a $300
million multi-year share repurchase program, pursuant to
which repurchases will be made pursuant to repurchase
contracts entered into with counterparties approved by
shareholders.
For the period January 1, 2024 to December 31, 2024, the
Parent did not carry out any repurchase activities
pursuant to the aforementioned share repurchase
program. For further information, please see Note 21,
Shareholders’ Equity, to the Consolidated Financial
Statements.
The Parent obtained shareholder authority at the 2024
AGM to purchase a maximum of 10% of the aggregate
issued ordinary shares of $0.10 in the Parent as of April 3,
2024, amounting to approximately 20 million shares. This
authority will expire at the end of the next AGM (or if
sooner, on November 13, 2025). The Directors are
requesting a new authority at the forthcoming AGM.
Dividends
The Board continued to support quarterly cash dividend
levels in place and dividends of $161 million were paid by
the Parent to shareholders for the period January 1, 2024
to December 31, 2024. For further information, please see
Note 21, Shareholders’ Equity, to the Consolidated
Financial Statements.
There were no recommended dividend payments for
approval by shareholders for the period January 1, 2024
to December 31, 2024 and there is no recommended final
dividend for approval by shareholders for the financial
year ended December 31, 2024.
Financial risk management objectives and policies
The Company’s activities expose it to a variety of market
risks including interest rate risk and foreign currency
exchange
rate
risk.
The
Company’s
overall
risk
management strategy focuses on the unpredictability of
financial markets and seeks to minimize potential adverse
effects on its performance through ongoing operational
and finance activities. The Company monitors and
manages its exposure to such risks both centrally and at
the local level, as appropriate, as part of its overall risk
management program with the objective of seeking to
reduce the potential adverse effects of such risks on its
results of operations and financial position.
Depending upon the risk assessment, the Company uses
selected
derivative
hedging
instruments,
including
principally interest rate swaps and foreign currency
forward contracts, for the purposes of managing interest
rate risk and currency risks arising from its operations and
sources of financing. The Company’s policy is not to enter
into such contracts for speculative purposes.
Further disclosures relating to financial risk management
objectives and policies, as well as disclosures relating to
exposure to interest rate risk and foreign currency
exchange rate risk, are described in Note 10, Financial
Risk
Management,
to
the
Consolidated
Financial
Statements. The Company's accounting policies regarding
derivatives and hedging are described in Note 2,
Summary of Material Accounting Policy Information, to the
Consolidated Financial Statements.
Going concern
The current activities of the Company and those factors
likely to affect its future development, together with a
description of its financial position, are described in the
Strategic Report. Principal risks and uncertainties
affecting the Company are described in the “Principal
Risks and Uncertainties” section of the Strategic Report.
Critical accounting estimates affecting the carrying values
of assets and liabilities of the Company are discussed in
Note
2,
Summary
of
Material Accounting
Policy
Information, to the Consolidated Financial Statements.
The Directors have reviewed management’s forecasted
operating results, forecasted cash flows, forecasted net
debt, and forecasted funds available on the Revolving
Credit Facilities (including related covenants for the
forecasted period) and having considered scenarios both
with and without the closing of the Proposed Transaction,
the Directors have a reasonable expectation that the
Company has adequate resources to continue in
operational existence for the foreseeable future and
therefore will be well placed to manage its business risks
successfully.
Accordingly, the Directors consider it appropriate to
continue to adopt the going concern basis of accounting in
preparing the financial statements contained in this
Annual Report and Accounts.
Directors’ Report
Annual Report and Accounts 2024
Page | 61
Subsequent events
There are no important events affecting the Company
which have occurred since December 31, 2024.
Statement of directors’ responsibilities in respect
of the financial statements
The Directors are responsible for preparing the Annual
Report and Accounts and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the Consolidated Financial
Statements in accordance with U.K.-adopted international
accounting standards and the Parent financial statements
in accordance with the U.K. Generally Accepted
Accounting
Practice
(U.K.
Accounting
Standards,
comprising FRS 101 “Reduced Disclosure Framework”,
and applicable law).
Under company law, the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Parent and the Company and of the profit or loss of the
Parent and the Company for that period. In preparing the
financial statements, the Directors are required to:
•
Select suitable accounting policies and then apply
them consistently;
•
State whether applicable U.K.-adopted international
accounting standards have been followed for the
Consolidated
Financial
Statements
and
U.K.
Accounting Standards, comprising FRS 101, have
been followed for the Parent financial statements,
subject to any material departures disclosed and
explained in the financial statements;
•
Make judgements and accounting estimates that are
reasonable and prudent; and
•
Prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Parent and the Company will continue in
business.
The Directors are responsible for safeguarding the assets
of the Parent and the Company and hence for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain
the Parent's and the Company’s transactions and disclose
with reasonable accuracy at any time the financial position
of the Parent and the Company and enable them to
ensure that the financial statements and the Directors’
Remuneration Report comply with the CA 2006.
The Directors are responsible for the maintenance and
integrity of the Parent’s website. Legislation in the U.K.
governing the preparation and dissemination of financial
statements
may
differ
from
legislation
in
other
jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and
Accounts, taken as a whole, is fair, balanced and
understandable, and provides the information necessary
for shareholders to assess the Parent’s and the
Company’s position and performance, business model,
and strategy.
In the case of each Director in office at the date the
Directors’ Report is approved:
•
So far as the Director is aware, there is no relevant
audit information of which the Company’s auditors are
unaware; and
•
They have taken all the steps that they ought to have
taken as a director in order to make themselves
aware of any relevant audit information and to
establish that the Company’s auditors are aware of
that information.
Independent auditors
The Audit Committee assists the Board in evaluating the
qualifications, performance and independence of the
external auditors, PricewaterhouseCoopers LLP. For this
reason, the Audit Committee held a number of separate
private sessions with the lead audit engagement partner
during 2024, without management present.
The current audit engagement partner has assumed this
role since 2021 and is required to be rotated out after
reaching the mandatory rotation point of five years.
The external auditors, have indicated their willingness to
continue in office and a resolution concerning their re-
appointment will be proposed at the forthcoming AGM.
This Directors’ Report was approved by the Board on March 6, 2025 and signed on its behalf by:
Vincent Sadusky
Chief Executive Officer
March 12, 2025
Directors’ Report
Annual Report and Accounts 2024
Page | 62
Annual Statement
Dear Recipient,
As the Chair of the Compensation Committee (the
“Committee”) and on behalf of the Board, I am pleased to
present the Directors’ Remuneration Report for the
financial year ended December 31, 2024, prepared in
accordance with the relevant legal requirements, in
particular Schedule 8 of The Large and Medium-sized
Companies
and
Groups
(Accounts
and
Reports)
Regulations 2008, as amended. This report consists of
three sections:
•
This Annual Statement, which summarizes the work
of the Committee, our approach to Directors’
remuneration, and the activities of the Committee in
the year;
•
The Remuneration Policy, which sets out our
Directors’ Remuneration Policy which was approved
by shareholders at the 2024 AGM, and designed to
compete for, attract and retain executive talent. The
policy will last for three years from the 2024 AGM or
until another remuneration policy is approved by
shareholders in a general meeting; and
•
The Remuneration Implementation Report, which
presents the payments and awards made in the 2024
financial year, and explains how the Directors’
Remuneration Policy was implemented in the
financial year under review. The Remuneration
Implementation Report is designed to demonstrate
the link between the Company’s strategy, its
performance and the remuneration outcomes of our
Directors, in particular those of our Executive
Directors.
The Remuneration Implementation Report, together with
this Annual Statement, is subject to an annual advisory
shareholder vote at the forthcoming AGM and does not
affect the actual remuneration paid to an individual
Director.
Remuneration program
The Company operates in a competitive global market for
executive and director talent, in particular the U.S. and
Italy. The Committee evaluates IGT’s remuneration
framework periodically to ensure it remains competitive
and appropriate, taking into account the enhanced
responsibilities of directors serving on the board of an
English public limited company with NYSE listing and
SEC reporting obligations, along with extensive gaming
licensing requirements across multiple jurisdictions. These
obligations exceed those typically required of U.K.-only
listed and incorporated companies. Additionally, the
Committee monitors emerging compensation trends to
stay ahead in the evolving landscape relevant for making
informed remuneration decisions.
The Committee continuously evaluates and looks for
opportunities to align the Company’s remuneration
structures with shareholder expectations and governance
standards. While we remain sensitive to U.K. corporate
governance practices and remuneration policies, our
global operations, NYSE listing, and the need to attract
international talent occasionally require remuneration
arrangements
that
may
differ
from
typical
U.K.
approaches.
The
Committee
values
shareholder
and
investor
feedback, and will consider feedback received, including
views received from shareholders on past remuneration
reports and voting patterns on resolutions brought forward
at the AGM each year. This feedback, along with
comments and feedback from Institutional Shareholder
Services and Glass Lewis on the Company’s policy and
practices, helps ensure our remuneration practices
continue to reinforce IGT’s long-term strategy and remain
aligned with shareholders’ interests.
During 2024, the Committee engaged its compensation
advisor to provide information and recommendation on
market practices for remuneration structure and levels,
and had discussions to review the composition and key
drivers of remuneration.
Committee’s effectiveness
I am pleased to confirm that the operation, performance
and effectiveness of the Committee was specifically
reviewed as part of the annual Board self-evaluation
process, and this review concluded that the Committee
continues to operate effectively.
Remuneration highlights
We have set out the remuneration-related circumstances
that impacted our Directors during 2024:
Executive Directors
Modifications to short-term and long-term
incentives (“STI” and “LTI”, respectively)
The Committee approved modifications to the 2024 STI
plan, 2022-2024 LTI plan and 2023-2025 LTI plan for
Executive Directors and employees continuing with the
Company after the Proposed Transaction closes.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 63
•
The changes to the 2024 STI plan include excluding
IGT Gaming’s performance for the six months ended
December 31, 2024 from certain key financial metrics
reflecting the Company’s management approach
since announcing the Proposed Transaction and
allowing adjustments to performance metrics to
exclude non-recurring impacts from the Proposed
Transaction.
•
The changes to the 2022-2024 LTI plan include
setting the Relative TSR Payment Factor at target
level and allowing adjustments to performance
metrics to exclude non-recurring impacts from the
Proposed Transaction.
•
The changes to the 2023-2025 LTI plan include
excluding IGT Gaming’s performance for the 2025
financial year reflecting the Company’s management
approach since announcing the Proposed Transaction
and allowing adjustments to performance metrics to
exclude non-recurring impacts from the Proposed
Transaction. The vesting dates for this award remain
unchanged - i.e. the award will vest 50% in 2026 and
2027, respectively.
These modifications were aimed at preserving the original
incentive objectives while ensuring fair measurement of
ongoing operational performance.
CFO remuneration package
The Committee evaluated Max Chiara’s recruitment
package in light of the Strategic Review initiated in 2023
which culminated in the entry into the Proposed
Transaction in 2024 and approved a one-time cash
payment of $200,000 (net) to him, extending his initial
hiring bonus, which was awarded to attract him to, and
retain him in, the role. This payment is subject to clawback
for one year if Max ceases to be employed within one
year from the date of payment. The Committee
determined that such additional payment was justified and
necessary to retain and secure Max’s continued
leadership
through
the
closing
of
the
Proposed
Transaction.
Performance achievements - Annual bonus
The Company either met or exceeded its objectives for all
three key financial metrics - Consolidated Adjusted
EBITDA, Consolidated Adjusted Operating Income and
Consolidated Adjusted Net Debt (as amended) - with
respect to the 2024 STI plan. Financial metrics comprise
80% of the targeted STI value, with the remaining 20%
earned based on the achievement of Management By
Objectives (“MBOs”). The Executive Directors’ MBO
achievement was scored at maximum, which was
validated and approved by the Committee and the Board
at the February 2025 meeting. As a result, the Executive
Directors received annual bonuses that were achieved
between target and maximum payout.
Performance achievements - Long-term incentive
The Company either met or exceeded its objectives for
both financial metrics - Consolidated Adjusted EBITDA
and Consolidated Adjusted Free Cash Flow - with respect
to the 2022-2024 LTI plan. The performance results were
validated by the Committee and Board at the February
2025 meeting.
Performance achievements - Co-investment plan
The remaining performance share units and share options
with respect to the Executive Chair’s Co-investment plan
subject to the Absolute Total Shareholder Return financial
metric were achieved and vested in full on May 14, 2024.
2024 LTI awards
The Committee and the Board approved LTI performance
share unit awards to eligible participants, including the
Executive Directors, with a three-year performance period
(2024-2026), consistent with prior year practice.
Further details on the above are disclosed in the
Remuneration Implementation Report.
Non-Executive Directors
There were no substantial changes to the Non-Executive
Directors’ remuneration during 2024.
At the Committee’s meeting held in November 2024, a
benchmark
study
was
delivered
regarding
the
remuneration of the Non-Executive Directors. The findings
were such that IGT’s compensation practices are
competitive with peer group standards across all
evaluated areas. Therefore, no changes to the Non-
Executive
Directors'
remuneration
for
2025
were
proposed.
Details of the Company’s approach to implementing the
Remuneration Policy for 2025, including in connection
with the CEO retention award made in early 2025, are set
out in the section headed “Implementation of the
Remuneration Policy for the year ending December 31,
2025 within the Remuneration Implementation Report.
In conclusion
I would like to thank my fellow Committee members for
their immense contribution to this Committee over the
past year, particularly their commitment in addressing
remuneration matters arising in connection with the
Strategic Review and IGT Gaming which were brought
before the Committee for consideration and decision.
I would also like to thank our shareholders for their
continued support during the year. We continue to
welcome your feedback as we remain committed to open
and transparent dialogue with shareholders and we hope
to receive your support at the forthcoming AGM.
Gianmario Tondato Da Ruos
Chair of the Compensation Committee
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 64
Remuneration Policy
In this part of the Director’s Remuneration Report, we set out the Remuneration Policy that was approved at the AGM
held on May 14, 2024 and took effect immediately thereafter. The Remuneration Policy can also be found within our
2023 Annual Report and Accounts (pages 69 to 80) which is available at the Investor Relations section of the Company’s
website (www.IGT.com). The policy will remain in effect until shareholders approve changes to the policy or until a new
policy is put before shareholders for approval at the 2027 AGM, whichever is sooner.
Future policy table
Executive Directors
An Executive Director plays a key role in the management and success of a company. The Remuneration Policy and
structures are designed to promote their roles as both directors and employees of the Company, to incentivize the delivery
of sustained performance consistent with the Company’s strategic goals and appropriate risk management, and to reward
success in doing so.
Fixed pay: Base salary
Purpose and
link to strategy
To pay a salary that: (i) reflects the role, responsibilities, experience and knowledge of the
individual; (ii) is competitive with other employers with whom the Company competes for
talent, including companies in our industry or other complex industries, companies of
comparable size, and in the geographies in which the Company operates; and (iii) allows
the Company to attract and retain appropriate Executive Directors to support the long-term
interests of the Company.
Operation
The Committee sets, and annually reviews, base salary taking into account:
•
The individual’s skills, experience and current remuneration package;
•
The size and scope of the role;
•
Salary and total remuneration levels at companies of similar size and complexities to
ensure competitiveness; and
•
Remuneration of other executives and the wider workforce.
The base salary may be paid in a currency other than USD, depending on the location of
the director.
Maximum opportunity
There is no set maximum salary given the global market in which the Company competes
for talent; however, the Company annually reviews salaries of global companies in similar
industries, of similar size and with similar complexity, to ensure Executive Director salaries
are within a market competitive range.
The maximum opportunity for an increase in base salary on an annual basis is 10% of that
year's annual base salary. Increases may be made above this level up to 20% of that base
salary in exceptional circumstances, such as:
•
Where an individual is brought in on a lower salary with the intention of increasing the
salary level dependent on performance in the role;
•
There is a material increase in the size and scope of the role; and
•
Market practice has evolved to mean that the salary is no longer considered to be
competitive.
Personal performance is taken into account when considering base salary increases.
Current base salary levels are set out in the annual report on Directors’ remuneration.
Performance conditions
There are no performance conditions.
Recovery or withholding
There is no provision for recovery.
Fixed pay: Benefits
Purpose and
link to strategy
To provide market competitive benefits to enable Executive Directors to undertake their
role through ensuring well-being, security and access to the support and resources
necessary or appropriate to perform their role as expected by the Company.
Operation
Executive Directors receive a range of benefits, which may vary by location and be tailored
to reflect market practice. These may include, but are not limited to, private medical
insurance, private dental insurance, life and permanent disability insurance, travel
indemnity, tax preparation services, tax equalization, housing and car allowances or a
cash perquisite allowance in lieu of housing, car or other allowances.
In line with the policy for other employees, Executive Directors may be eligible to receive
relocation costs/allowances and transfer-related benefits as appropriate, typical for the role
and location of an Executive Director.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 65
The Company may reimburse expenses incurred in the ordinary conduct of business and
where such expenses give rise to tax, the Company may reimburse the director for any tax
for which the director may be liable.
Benefits are reviewed regularly but not on a pre-determined schedule.
Maximum opportunity
There is no maximum level of benefits. However, Executive Directors generally participate
in the same level of medical, dental and other health and welfare programs of the
workforce in the jurisdiction, adjusted to accommodate statutory requirements, market
practice and/or job level.
Life insurance of up to 4 times base salary, payable on death in service.
Cash perquisite allowances may be offered to Executive Directors in lieu of other
allowances. Such allowances do not exceed US$100,000 (or its equivalent in a different
currency) on an annual basis.
Performance conditions
There are no performance conditions.
Recovery or withholding
There is no provision for recovery.
Fixed pay: Pension
Purpose and
link to strategy
To provide Executive Directors an appropriate level of savings for their retirement which is
motivating and appropriately competitive within the relevant labor market.
Operation
Executive Directors are offered the same or similar pension schemes which are offered to
the workforce in the jurisdiction in which they are employed or likely to retire. All pension
schemes are defined contribution and no defined benefit arrangements are offered to
Executive Directors. Contribution levels may vary by jurisdiction to accommodate statutory
requirements, market practice and/or job level of the individuals.
Maximum opportunity
Maximum opportunities vary by jurisdiction and job level; however, the Company provides
pension schemes which are aligned with market practice of the employing jurisdiction.
Subject to compliance with specific jurisdictional requirements which may change from
time to time, annual employer contributions are no higher than 42.5% of base salary or, if
required by local law, a combination of fixed remuneration and annual bonus. Additional
contributions may need to be made under specific jurisdictional requirements, for example,
employer social tax contributions and contributions to severance programs.
Performance conditions
There are no performance conditions.
Recovery or withholding
There is no provision for recovery.
Variable pay: Annual bonus / Short-term incentive (“STI”)
Purpose and
link to strategy
To align a component of remuneration with the achievement of Company performance
measured against predetermined annual financial and strategic objectives.
Operation
Awards are normally made annually and the Committee reviews the award levels annually.
The awards are performance-based, and performance is assessed over one year.
Upon completion of the fiscal year, the Committee reviews and certifies the performance
achievement against each of the performance measures and resulting payments under the
plan.
Annual bonus awards do not generally have any additional vesting or deferral period.
The Committee retains discretion to increase or reduce pay-outs (including to nil) based on
an assessment of regulatory conduct and general Company performance over the
performance period, subject always to the maximum payout, and to ensure that the
awards properly reflect business performance, as adjusted to reflect (among other things)
fluctuations in the applicable currency exchange rate, non-recurring items such as
acquisitions and disposals, and other extraordinary circumstances.
Maximum opportunity
The ongoing maximum annual bonus target opportunity is 300% of base salary (the “STI
target”).
Payouts under the plan will not exceed the following:
•
Below threshold: 0% of the STI target
•
Threshold: 50% of the STI target
•
Target: 100% of the STI target
•
Maximum: 200% of the STI target
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 66
Performance conditions
The Committee determines the appropriate financial and individual performance metrics
utilized in the program annually based on the Company’s short-term objectives. The
Committee approves the threshold, target and maximum performance measures for these
metrics, which will generally align with the Company’s annual financial and strategic plan,
as well as the corresponding payouts at each level of achievement.
Generally, 80% of the annual bonus will be based on financial performance measures,
which may include but are not limited to profitability, cash flow, liquidity or balance sheet
metrics.
Details of the measures, weightings and targets applicable to the annual bonus for each
year will be disclosed retrospectively in the annual report on Directors’ remuneration for
the relevant financial year (subject to commercial sensitivity).
Recovery or withholding
The Company has implemented an executive compensation recoupment policy, which
may be amended from time to time by the Board or a committee thereof, pursuant to which
incentive compensation may be recouped in certain instances, such as a certain
restatement of the Company’s financial statements resulting from noncompliance with
financial reporting requirements under applicable law or fraud, and incentive compensation
is generally subject to any clawback, recoupment, or forfeiture provisions required by laws
applicable to the Company or its subsidiaries or affiliates.
Variable pay: Long-term incentive (“LTI”)
Purpose and
link to strategy
LTI compensation is designed to: (i) balance and align the interests of Executive Directors
and shareholders; (ii) reward Executive Directors for demonstrated leadership and
performance aimed towards the creation of shareholder value; (iii) increase equity holding
levels; (iv) align with competitive levels of compensation opportunity within our peer group;
and (v) support in attracting, retaining and motivating Executive Directors.
Operation
LTI awards are typically granted pursuant to the Company’s equity incentive plan(s) as
approved by shareholders from time to time. LTI awards are normally made annually and
are usually granted in the form of performance-based restricted share units (“PSUs”), but
time-based restricted share units, restricted shares, share options, performance-based
share options, share appreciation rights, other share-based awards or any combination
thereof, whether or not subject to performance conditions, may also be granted.
Performance-based LTI awards normally have a three-year performance-period aligned
with the fiscal year and vest in two equal tranches approximately three- and four-years
after the grant date, subject to achievement of pre-established performance conditions. In
some circumstances, awards may be granted with a shorter vesting period which shall, in
any event, be at least one year. These circumstances may include, without limitation,
where forward-looking performance metrics cannot be reasonably set due to challenges
and/or economic uncertainty (e.g. during a pandemic), or there is a need to retain or
appropriately reward individuals in support of a transaction, and/or assist with any
transition that might be required in connection with a transaction.
The Committee reviews the award levels and the framework for determining vesting
annually.
The Committee has discretion to amend the terms and conditions of any award within the
limits of the policy, terms of the award agreement and the Company’s equity incentive plan
approved by shareholders from time to time. Such amendments may include
modifications, amendments or adjustments to the terms and conditions of any award the
Committee deems appropriate or equitable, including an adjustment to the aggregate
number and type of any award, substitution of any award for cash and/or acceleration of
vesting.
The main purpose of the Committee’s discretion is to ensure awards are treated
appropriately and equitably and/or avoid any prejudice being suffered by the participants
including, without limitation, where there is: (i) a transformative transaction or other
strategic opportunity; or (ii) a variation in share capital or other event that materially affects
the value of the Company’s shares or share-based awards. These variations or events
would include, without limitation, capitalization or rights issues, consolidations,
subdivisions or reductions of share capital, demergers, extraordinary dividends or
dividends in specie.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 67
The Committee retains discretion to increase or reduce pay-outs (including to nil) based on
an assessment of regulatory conduct and general Company performance over the
performance period, subject always to the maximum payout and to ensure that the
rewards properly reflect business performance, as adjusted to reflect (among other things)
fluctuations in the applicable currency exchange rate, non-recurring items such as
acquisitions and disposals and other extraordinary circumstances.
Executive Directors must hold all of the net settled shares they receive pursuant to LTI
awards for a period of at least five years from the date of grant. The period expires on the
fifth anniversary of the date of grant, provided that the relevant director meets their holding
requirements under the Share Ownership Guidelines, a summary of which is included in
the annual report on Directors’ remuneration. Separately, the Share Ownership Guidelines
require Executive Directors to hold a certain amount of shares for a period of up to two
years after cessation of service.
Maximum opportunity
The maximum target is 800% of base salary measured at the award’s grant date (the “LTI
target”). In some exceptional circumstances, including without limitation, where there has
been a transformative transaction or other strategic opportunity, an award may be granted
above the LTI target.
Payouts under each LTI program will not exceed the following:
•
Below threshold: 0% of the LTI target
•
Threshold: 50% of the LTI target
•
Target: 100% of the LTI target
•
Maximum: 200% of the LTI target
Performance conditions
The Committee determines the appropriate performance measures, weightings and
targets for the entire performance period of an LTI program prior to the award date, which
will generally align with the Company’s operating and strategic priorities for the upcoming
performance period. Typically, most of the performance measurements are financial or
market-based in nature including but not limited to profitability, cash flow, liquidity, other
balance sheet or shareholder return measures.
Details of the measures, weightings and targets will be disclosed retrospectively in the
annual report on Directors’ remuneration in the year following the completion of the
performance period (subject to commercial sensitivity).
Recovery or withholding
The Company has implemented an executive compensation recoupment policy, which
may be amended from time to time by the Board or a committee thereof, pursuant to which
incentive compensation may be recouped in certain instances, such as a certain
restatement of the Company’s financial statements resulting from noncompliance with
financial reporting requirements under applicable law or fraud, and incentive compensation
is generally subject to any clawback, recoupment, or forfeiture provisions required by laws
applicable to the Company or its subsidiaries or affiliates.
Variable pay: Co-investment plan
Purpose and
link to strategy
Co-investment plans are designed to: (i) balance and align the interests of Executive
Directors and shareholders; (ii) reward for demonstrated leadership and performance
aimed towards the creation of shareholder value; (iii) incentivize Executive Directors to
achieve one or more specified performance targets; (iv) increase equity holding levels; and
(v) provide Executive Directors with a commitment to hold a minimum number of shares in
the Company for a period as determined by the Committee.
Operation
A co-investment plan is performance-based and is generally granted once every three
years. Typically, a co-investment plan award coincides with an Executive Director's
reappointment to the Board.
Under a co-investment plan, the Company may issue and/or grant options over shares,
share appreciation rights, restricted shares, restricted share units, performance units,
performance shares, other share-based awards or any combination thereof pursuant to the
Company's equity incentive plan approved by shareholders from time to time. Typically, the
Company matches the participant’s commitment to hold shares under the co-investment
plan on a 1:1 ratio.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 68
Awards vest after the performance period, typically subject to: (i) achievement of pre-
established performance metrics; (ii) the Executive Director continuing to hold the
specified number of shares during the performance period; (iii) the Executive Director
reinvesting up to 50% of net shares received subject to the plan in the next cycle of co-
investment plan, if requested to do so; and (iv) the Executive Director continuing to serve
as a Director on the Board during the performance period.
Options vested under a co-investment plan generally expire four years after the vesting
date.
Executive Directors must hold all of the net settled shares they receive under a co-
investment plan for a period of at least five years from the date of grant. The period
expires on the fifth anniversary of the date of grant, provided that the relevant director
meets their holding requirements under the Share Ownership Guidelines, a summary of
which is included in the annual report on Directors’ remuneration. Separately, the Share
Ownership Guidelines require Executive Directors to hold a certain amount of shares for a
period of up to two years after cessation of service.
The Committee has discretion to amend the terms and conditions of any co-investment
plan within the limits of this policy, the terms of the award agreement and the Company’s
equity incentive plan approved by shareholders from time to time. Such amendments may
include modifications, amendments or adjustments to the terms and conditions of any
award the Committee deems appropriate or equitable, including an adjustment to the
aggregate number and type of any award, substitution of any award for cash and/or
acceleration of vesting. The main purpose of the Committee’s discretion is to ensure
awards are treated appropriately and equitably and/or avoid any prejudice being suffered
by the participants including, without limitation, where there is: (i) a transformative
transaction or other strategic opportunity; or (ii) a variation in share capital or other event
that materially affects the value of the Company’s shares or share-based awards. These
variations or events would include, without limitation, capitalization or rights issues,
consolidations, subdivisions or reductions of share capital, demergers, extraordinary
dividends or dividends in specie.
Maximum opportunity
The maximum award level is 10 times base salary measured at the award’s grant date.
The Committee sets a target (which may include different levels of achievement) for each
co-investment plan in its discretion on grant, and awards vest if the applicable
performance conditions are met.
Performance conditions
The Committee determines the appropriate performance measures, weightings and
targets for the entire performance period of a co-investment plan at the time of grant.
Typically, at least 80% of the performance measurements are financial or market-based in
nature including, but not limited to profitability, cash flow, liquidity, other balance sheet or
shareholder return measures.
Details of the measures, weightings and targets will be disclosed retrospectively in the
annual report on Directors’ remuneration in the year following the completion of the
performance period (subject to commercial sensitivity).
Recovery or withholding
The Company has implemented an executive compensation recoupment policy, which
may be amended from time to time by the Board or a committee thereof, pursuant to which
incentive compensation may be recouped in certain instances, such as a certain
restatement of the Company’s financial statements resulting from noncompliance with
financial reporting requirements under applicable law or fraud, and incentive compensation
is generally subject to any clawback, recoupment, or forfeiture provisions required by laws
applicable to the Company or its subsidiaries or affiliates.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 69
Non-Executive Directors
Fixed pay: Fees
Purpose and
link to strategy
To attract and retain high-calibre individuals, with appropriate experience or industry-
related skills, by offering market competitive fee levels.
Operation
Non-Executive Directors receive a basic fee for their Board services. Additional fees may
be paid in relation to additional responsibilities including:
•
The role of the Chairperson;
•
The role of the Lead Independent Director;
•
Chairing the Audit, Compensation and Nominating and Corporate Governance
Committees and any other Board committees as may be established from time to
time; and
•
Carrying out specific and/or ad hoc projects or tasks.
The fees may be paid in a currency other than USD.
The fee of the Chairperson is set taking into account the individual’s circumstances, skills
and experience, the scope of the role and the needs and circumstances of the Company.
Non-Executive Director fees are set taking into account market practice levels and
commitment required of the Directors in connection with, but not limited to, regulatory and
licensing procedures.
The Company may reimburse expenses incurred in the course of duties. Tax may arise on
the reimbursement of certain expenses and any such tax will be paid by the Company.
Certain sums or payments, including contributions to pension organizations / social
security institutions, may be payable under local law by virtue of the payment of fees and
the grant of equity awards, depending on the location of the Non-Executive Director.
The fees for Non-Executive Directors are set by the Committee, but no member of the
Committee shall fix their own compensation, except for uniform compensation to directors
for their service as directors.
The Committee reviews the fees periodically.
Maximum opportunity
There are no set maximum fees; however, fee increases will take into account, among
other things, fee levels of peer companies and any new or additional burden involved in
the discharge of the role.
The maximum opportunity for an increase in fees on an annual basis is 10% of that year’s
annual fees rising to a maximum of 20% of those fees in exceptional circumstances, as
determined by the Board in its sole discretion.
Current fee levels are set out in the annual report on Directors’ remuneration.
Performance conditions
There are no performance conditions.
Recovery or withholding
There is no provision for recovery.
Fixed pay: Equity awards
Purpose and
link to strategy
To reward Non-Executive Directors for continued service, whilst aligning Non-Executive
Directors with shareholders through linking an element of compensation to share
performance.
Operation
Typically, each Non-Executive Director is granted a time-vesting restricted share unit
(“RSU”) award, generally unconnected to the performance of such Non-Executive Director.
The Committee retains the discretion to grant equity awards to Non-Executive Directors as
permitted under the Company’s equity incentive plan approved by shareholders from time
to time.
An RSU award is normally granted to each existing Non-Executive Director annually and
to a new Non-Executive Director at the time of appointment.
The number of RSUs covered by each award is generally determined by dividing (i) the
Annual Grant Value by (ii) the closing price of an ordinary share as of the date of grant,
prorated accordingly in respect of grants made to new Non-Executive Directors. There is
no set maximum for the Annual Grant Value, but the Committee determines the amount
based on its periodic benchmarking of compensation for the Non-Executive Directors.
Awarded units normally vest at the next annual general meeting of the Parent after grant
date, subject to continued service of the Non-Executive Director as a Director on the
Board.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 70
The Committee reviews the award levels and the framework for determining vesting
periodically.
The Committee has discretion to amend the terms and conditions of any award within the
limits of this policy, the terms of the award agreement and the Company’s equity incentive
plan approved by shareholders from time to time. Such amendments may include
modifications, amendments or adjustments to the terms and conditions of any award the
Committee deems appropriate or equitable, including an adjustment to the aggregate
number and type of any award, substitution of any award for cash and/or acceleration of
vesting. The main purpose of the Committee’s discretion is to ensure awards are treated
appropriately and equitably and/or avoid any prejudice being suffered by the participants
where there is a variation in share capital or other event that materially affects the value of
the Company’s shares or share-based awards. These variations or events would include,
without limitation, capitalization or rights issues, consolidations, subdivisions or reductions
of share capital, demergers, extraordinary dividends or dividends in specie.
Equity awards do not have a post-vest holding or deferral requirement. Instead, the
Company maintains Share Ownership Guidelines which require the Non-Executive
Director to maintain a level of share ownership measured as a multiple of base fee. A
summary of the Share Ownership Guidelines is included in the annual report on Directors'
remuneration.
Maximum opportunity
The maximum target is 100% of the Annual Grant Value.
Current Annual Grant Value levels are set out in the annual report on Directors’
remuneration.
The maximum increase of the Annual Grant Value on an annual basis is 10% of that year's
Annual Grant Value, rising to a maximum of 20% of that year's Annual Grant Value in
exceptional circumstances, as determined by the Board in its sole discretion.
Performance conditions
There are no performance conditions.
Recovery or withholding
Awards made to Non-Executive Directors may be recouped in certain instances, such as
error in calculation or fraud, and the RSUs are generally subject to any clawback,
recoupment, or forfeiture provisions required by laws applicable to the Company or its
subsidiaries or affiliates.
Notes to the Future policy table
Performance measures and targets
Each year, the Committee will give careful consideration to the performance measures that should apply to incentives.
•
For the annual bonus, the Committee considers that a combination of (i) financial measures relating to the Company’s
strategic objectives; and (ii) business strategy and individual financial measures, is most appropriate for assessing
performance over the short to medium term. This may be combined with other non-financial measures, including
measures relating to customer, people, and culture, and measures encompassing environmental, social and
governance aspects.
•
For LTI awards and co-investment plans, the Committee considers that financial or market performance metrics,
including shareholder return, profitability, cash flow and certain balance sheet metrics, provide the optimum balance to
assess the long-term financial performance of the Company and growth in shareholder returns on an absolute and
relative basis. Non-financial measures, including customer, people and culture, and encompassing environmental,
social and governance aspects, may be used in combination with financial measures.
Targets are approved by the Committee, taking into account the Company’s growth ambitions, market expectations and
the circumstances and relative performance at the time. Targets are normally set relative to budget and/or by reference to
prior results. Whilst targets typically contain a performance range to incentivize minimum performance and
outperformance levels relative to budget and/or prior results, they also ensure that poor performance is not rewarded.
The Committee reserves the right to amend, introduce and/or remove performance measures and targets for awards as it
considers appropriate, subject to the rules of the relevant plan and any legal or regulatory restrictions.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 71
Remuneration policy for other employees
While our Remuneration Policy follows the same fundamental principles across the Company, packages offered to
employees reflect differences in market practice in the different countries, role and seniority.
Like the Executive Directors, employees at management level and above receive a fixed salary and may receive a
variable annual bonus. The annual bonus differs between employee levels of seniority: senior management employees
are generally subject to an 80% bonus weighting as to financial results and a bonus weighting of 20% based on personal
performance, which is the same as for Executive Directors. The annual bonus is paid out on an annual basis subject to
the financial results of the Company and the personal performance of each employee. Manager and above level
employees in general also participate in the same annual bonus plan. The percentage of the plan allocated to financial
and individual objectives varies by level. Target as a percentage of base salary also varies by level.
Eligible employees participate in the same LTI programs as the Executive Directors or such other long-term incentive
plans as may be adopted by the Committee from time to time.
Employees, other than the Executive Directors, are not eligible to participate in the co-investment plan, which is
specifically aimed at Executive Directors.
Approach to recruitment remuneration
The Company operates in a complex, global and specialized sector and competes for talent on a global basis and, in
many instances, outside of the U.K. and across industries. The Committee’s approach to recruitment remuneration is to
develop remuneration packages that put the Company in a position to effectively attract and retain executive talent based
on competitive pay, benefits and practices in relevant markets, sectors and geographies.
Executive Directors
The Committee determines the remuneration of new Executive Directors on a case-by-case basis. Generally, the level of
fixed remuneration will be determined after considering the candidate’s skills and experience and the market data for the
role that they will be undertaking and the remuneration needed to attract talent under the circumstances. It is expected
that for new Executive Directors:
•
Base salary will be set in line with the Remuneration Policy.
•
Benefits will be in line with the Remuneration Policy. Additional benefits may be offered for new Executive Directors,
such as relocation benefits.
•
Pensions will be in line with the Remuneration Policy.
•
The annual bonus quantum and performance measures will generally be in line with the ongoing Remuneration Policy
as implemented for other Executive Directors during the year. However, the Committee reserves the right to vary the
performance measures and targets for the year of recruitment if it considers appropriate (e.g. where a large portion of
the year has already elapsed or as needed to attract talent under the circumstances). The annual bonus maximum
will generally reflect the ongoing policy for current Executive Directors.
•
The LTI quantum, performance measures and targets will be in line with the ongoing Remuneration Policy as
implemented for other Executive Directors during the year. The LTI award maximum for new Executive Directors will
generally reflect the ongoing policy for current Executive Directors.
•
The co-investment quantum, performance measures and targets will be line with the ongoing Remuneration Policy as
implemented for other Executive Directors during the year.
The Company may also pay reasonable fees and expenses for a new Executive Director in relation to their appointment.
The Committee recognizes that a new Executive Director may forfeit remuneration as a result of leaving a previous
employer and the Committee will consider mitigating that loss or part of that loss by making buy-out awards in addition to
the remuneration outlined above. In making buy-out awards, the Committee will consider any relevant factors, including
the value of the forfeited award, any performance conditions attached to any previous incentive arrangements and the
likelihood of these conditions being met, the proportion of the performance period remaining and the form of award.
Where possible, buy-out awards will be made using existing incentive plans and may be settled in cash and/or shares,
and in one payment or over a period of years.
In addition to buy-out awards, the Committee retains discretion to offer other payments (i.e. sign on payments/awards) of
up to 600% of base salary at grant date, whether in cash and/or in shares, which reflect market conditions or practice by
location when it considers these to be in the best interests of the Company and, therefore, shareholders. These payments
may not be subject to any performance criteria, holding periods and/or any recovery or withholding policy. The Committee
does not intend to use this discretion to offer other payments that are non-performance related, but considers it important
to retain the ability to do so in order to attract and retain executive talent. In any case, the Committee may consult with its
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 72
external, independent compensation advisor to confirm the package provided at recruitment is market competitive and
aligned with the standard remuneration elements for the role and location.
Non-Executive Directors
The remuneration package for a newly appointed Non-Executive Director would normally be in line with the structure set
out in the Future policy table.
Directors’ contractual arrangements
Executive Directors’ service contracts
The Company does not have a policy of fixed term contracts for Executive Directors. Generally, contracts include a notice
period of no more than 12 months.
As a matter of best practice, all Executive Directors’ appointment and subsequent re-appointment as a director of the
Parent will be made subject to appointment and annual reappointment by shareholders at the AGM.
Non-Executive Directors’ appointment agreements
All Non-Executive Directors’ services are provided for in accordance with their individual appointment agreements.
Non-Executive Directors are generally expected to be re-appointed annually on each AGM date, unless their appointment
is terminated earlier by either party on the giving of one month’s notice.
Loss of office
When a Director leaves the Company, the Committee will review the circumstances and apply the appropriate treatment
having regard to the practice for other senior employees of the Company, which may vary by location and the Director’s
contractual entitlements in order to facilitate the exit of a particular individual. Where applicable, the Committee aims to
avoid rewarding poor performance and to recoup undue or excessive pay.
When determining the treatment of the various elements of compensation upon cessation of service, the Committee will
give regard to the rationale for the departure. An individual may be treated as a ‘good leaver’ for these purposes if they
leave by way of the following circumstances - (i) death, (ii) injury, ill-health or disability, (iii) redundancy, (iv) retirement, (v)
termination without cause, (vi) resignation for a ‘good reason’ (for example, where there has been a material breach of the
employment contract by the employer), and/or (vii) any other circumstances as determined by the Committee or the
Board.
The Committee also retains discretion to make additional payments in respect of (i) settling any claims which the
Committee considers, in its reasonable judgment, may arise in respect of the termination (whilst seeking to ensure that
there is no reward for failure), and (ii) reasonable legal costs and other expenses reasonably incurred by the Director in
respect of the termination and any settlement arrangements; provided in all cases that the Committee considers that it
would be in the best interests of the Company to do so.
Change in control
The Company’s equity incentive plan(s) contains provisions relating to a change in control which provides for full
accelerated vesting of all outstanding share options, share appreciation rights and full value awards (other than
performance-based awards), when a replacement award is not provided. In addition, any performance-based award for
which a replacement award is not issued, will be deemed to be earned and payable with all applicable performance
metrics deemed achieved at the greater of: (a) the applicable target level; or (b) the level of achievement as determined
by the Committee not later than the date of the change in control, taking into account performance up to the latest date
preceding the change in control as to which performance can practically be determined, but in no case, later than the end
of the applicable performance period. In the event of: (i) a transformative transaction or other strategic opportunity; or (ii) a
variation in share capital or other event or transaction that materially affects the value of the Company’s shares or share-
based awards (including, without limitation, capitalization or rights issues, consolidations, subdivisions or reductions of
share capital, demergers, extraordinary dividends or dividends in specie), an adjustment may be made to the number of
shares if considered appropriate.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 73
Executive Directors
Having regard to and in line with the practice for other senior employees of the Company in the relevant location/
jurisdiction, the table below summarizes the policies which will apply in respect of the various elements of compensation in
the event of cessation of an Executive Director’s service with the Company, unless determined otherwise at the discretion
of the Committee:
Base salary
Salary will continue to be paid throughout the notice period although the Committee has the
discretion to make a payment in lieu of notice.
A good leaver may be entitled to receive up to 18 months of base salary (inclusive of any
payment in lieu of notice).
Benefits
Benefits will continue to be paid throughout the notice period although the Committee has
the discretion to make a payment in lieu of notice. A director will not be required to repay any
benefits that were provided to him/her by way of a lump sum payment, including where such
payment covers a period after cessation of service.
A good leaver may continue to receive a range of benefits, including without limitation, health
and welfare benefits, tax preparation and perquisites, following cessation for up to 24
months.
Pension
Pensions will continue to be paid throughout the notice period although the Committee has
the discretion to make a payment in lieu of notice.
Annual bonus / STI
Any accrued but unpaid annual bonuses for the prior fiscal year will be paid.
A director may be entitled to an annual bonus, pro-rated if applicable and subject to
performance assessment, in respect of the financial year in which the cessation occurs.
A good leaver may be entitled up to an additional payment of 18 months annual bonus
(based upon a three-year average).
LTI
Awards in shares and options will be treated in accordance with the relevant plan rules and
the terms and conditions of the award. The Committee would consider whether outstanding
and unvested awards should lapse on leaving or should, at the Committee’s discretion, be
preserved. If awards are preserved, they would continue until the vesting date or be
accelerated, and they would be pro-rated based on service over the performance period or
vest in full.
A good leaver may exercise vested share options up until the original expiration date under
the original terms and conditions of the award, generally a three- or four-year period after the
vest date.
Co-investment
All outstanding and unvested awards in shares and/or options will be automatically and
immediately forfeited for no consideration as of cessation of service.
A good leaver may exercise vested share options up until the original expiration date under
the original terms and conditions of the award.
Element of remuneration Loss of office payment policy
An Executive Director may also be entitled to additional payments, including but not limited to certain payments or benefits
which are in line with and which reflect market practice, including the provision of outplacement support, reasonable costs
associated with relocation back to an individual’s home country, and tax preparation. In some countries, it may be a legal
requirement to provide on-going consideration for post-termination restrictive covenants.
The Committee may impose post-termination restrictive covenants on Executive Directors which continue for up to two
years after cessation of service and which may require payment of appropriate consideration.
Marco Sala
Upon cessation of service, Marco Sala will be subject to 24 months post-termination restrictive covenants, in return for
which he will receive a payment equal to the GBP equivalent of US$7.5 million as consideration.
According to a severance agreement entered into between the Company and Marco Sala, subject to Marco Sala working
his notice period, he is entitled to a severance payment equal to one year’s base salary (plus any amounts owed to him)
and a pro-rated short term incentive bonus payment as of the date of termination based on the projection of the
Company’s full year business and financial results. The severance payment is subject to the Company determining that he
is a good leaver which includes, but is not limited to, circumstances involving redundancy, permanent incapacity, or
retirement with the agreement of the Company. No severance payment will be made if Marco Sala’s employment is
terminated for cause.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 74
Non-Executive Directors
No remuneration is payable upon a Non-Executive Director’s termination, other than accrued fees (including contributions
to pension organizations / social security institutions, as required by local law) and expenses, subject to the discretion of
the Board.
RSU awards will be treated in accordance with the relevant plan rules and the terms and conditions of the award. The
Committee would consider whether outstanding and unvested awards should lapse on leaving or should, at the
Committee’s discretion, be preserved. If awards are preserved, they would continue until the vesting date or be
accelerated, and they would be pro-rated based on service over the period or vest in full.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 75
Remuneration Implementation Report
This Remuneration Implementation Report sets out the
Committee’s responsibilities and activities, how the
Remuneration Policy was implemented in 2024 and the
resulting payments each of the Directors received, and
the planned implementation of the Remuneration Policy in
2025. The information in this report has been audited
where required under applicable U.K. legislation, as
indicated in the relevant sections.
Compensation Committee activities
The Committee assists the Board in discharging its
responsibilities relating to compensation of the Company’s
directors and other executive officers, and on human
capital management matters (such as management
succession planning, culture and employee engagement).
The
Committee
is
currently
comprised
of
three
independent Non-Executive Directors. As of the date of
this report, the Committee is chaired by Gianmario
Tondato Da Ruos, and its other members are Alberto
Dessy and Samantha Ravich. The Committee held eight
meetings during 2024, attended by members of the
Committee
as
follows:
Gianmario Tondato Da
Ruos (Chair)
April 2015
100 %
Alberto Dessy
April 2015
100 %
Samantha Ravich
June 2020
100 %
Director
Member
since
% of meetings
attended
The
CEO,
CFO,
Global
Head
of
People
and
Transformation, General Counsel, Company Secretary
and the Committee’s compensation advisor, Mercer,
usually attend some or all of the meetings by invitation to
support the Committee as needed. These individuals are
not members, and are not present when their own
remuneration is discussed.
During 2024, the Committee:
•
Reviewed and recommended for Board approval the
Directors’ remuneration implementation report for the
year ended 31 December 2023 and the new
Remuneration Policy, both presented for shareholder
approval at the 2024 AGM;
•
Reviewed
management
recommendations
and
advised the Board on broad compensation policies
implemented or to be implemented by the Company;
•
Assessed the annual performance of the Executive
Chair and the CEO, and advised the Board on
executive officer compensation;
•
Reviewed
the
new
incentive
plan
design,
performance measures and targets;
•
Monitored compliance with Director and executive
share ownership guidelines;
•
Received and discussed periodic reports and updates
from the People and Transformation function on talent
management and development, DEI, harassment
statistics and trends, among other things;
•
Received and discussed reports on the Company’s
talent risk trend, including mitigation measures
adopted or under consideration within the Company’s
risk control environment;
•
Assessed and confirmed the Company’s peer group;
•
Assessed the independence of its advisor, Mercer;
•
Reviewed and approved (or recommended that the
Board approve) management’s proposals with respect
to incentive compensation arising in connection with
the Strategic Review;
•
Reviewed and approved (or recommended that the
Board approve) proposed changes to compensation
governance policies and related documents; and
•
Reviewed
voting
recommendations
from
proxy
advisory firms on compensation-related shareholder
resolutions proposed for the 2024 AGM.
During 2024, the Committee was advised by Mercer in its
consideration
of
matters
in
relation
to
executive
compensation and the total fees in relation to the advice
provided by Mercer to the Committee and the Board
during the year were $382,148.
Mercer is part of the Marsh & McLennan Companies, Inc.,
a global professional services firm and a third party
unconnected with IGT. Mercer has been acting as
independent advisor to the Committee since 2015 and the
Committee has renewed Mercer’s appointment for the
financial year 2025. The Committee has satisfied itself
that the advice received from Mercer was objective and
independent.
Mercer also assists the Company by providing general
consulting services, salary surveys, advice on fund
performance of its 401(k) plans in the U.S., and benefits
and retirement advisory work.
2024 AGM - Remuneration Implementation Report
voting results
At the 2024 AGM, there was an advisory vote on our
remuneration implementation report. The result of the poll
was as follows:
Votes for
369,316,648
96.53 %
Votes against
13,285,010
3.47 %
Total votes cast
382,601,658
Votes withheld
1,642,224
2024 AGM - Remuneration Policy voting results
At the 2024 AGM, there was a binding vote on our
remuneration policy. The result of the poll was as follows:
Votes for
341,520,327
89.26 %
Votes against
41,075,385
10.74 %
Total votes cast
382,595,712
Votes withheld
1,648,170
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 76
Single total figure of remuneration (audited)
Executive Directors’ remuneration as a single figure (audited)
The remuneration of the Executive Directors for the financial years ended December 31, 2024 and 2023 is set out below
and relates to the performance of their roles as Executive Directors of the Parent or in connection with the management of
the affairs of the Company.
Marco Sala
2024
1,145
2,011
1,558
—
4,715
2,069
3,490
5,558
10,273
2023
1,006
362
1,353
—
2,721
1,965
14,810
16,775
19,496
Vince Sadusky
2024
1,500
360
12
—
1,872
2,313
1,905
4,218
6,090
2023
1,681
303
12
—
1,995
2,505
2,459
4,964
6,959
Max Chiara
2024
800
137
12
366
1,315
1,094
1,693
2,787
4,102
2023
800
138
12
500
1,449
1,243
3,603
4,845
6,295
($’000)
Salary(1)
Taxable
Benefits(2)
Pension(3)
Other(4)
Total
Fixed Pay
STI(5)
LTI(6) & Co-
investment
(7)
Total
Variable
Pay
Total(8)
(1)
Marco Sala’s annual salary as Executive Chair since his appointment to this role in January 2022 was $750,000, which was
raised to $900,000 effective March 2023, paid monthly, of which 70% is paid in GBP and 30% in Euros, both of which are
converted using fiscal year-to-date exchange rates. In addition to base salary, the amount includes true-up payments related
to foreign currency fluctuations and tax equalization.
Vince Sadusky’s annual salary is $1.5 million paid bi-weekly. In addition to base salary, the amount includes true-up
payments related to tax equalization.
Max Chiara’s annual salary is $800,000 paid bi-weekly.
(2)
Taxable benefits include the following:
($’000)
Housing(a)
Car & Jet
Benefits
Meals &
Travel
Allowances
Insurance(b)
Tax(c)
Other(d)
Total
Taxable
Benefits
Marco Sala
2024
865
28
16
5
1,098
—
2,011
2023
—
27
7
5
323
—
362
Vince Sadusky
2024
194
18
—
4
75
70
360
2023
182
33
—
4
14
70
303
Max Chiara
2024
—
—
—
9
50
79
137
2023
—
—
—
9
59
70
138
(a)
Marco Sala’s housing allowance payment is paid once every three years in advance in accordance with his Italian
employment agreement. The amounts for Vince Sadusky represent his housing payment for his company paid
apartment.
(b)
Includes health and life insurance.
(c)
Represents tax equalization related to long-term incentive and allowances as well as tax preparation services. The
increase in 2024 for Marco Sala and Vince Sadusky is primarily related to the vesting of his co-investment awards in
2024 and tax gross-up payments, respectively.
(d)
The amounts represent the perquisite compensation contribution to Vince Sadusky and Max Chiara. The 2024 figure for
Max Chiara also includes other taxable benefits such as annual physicals.
(3)
Marco Sala’s pension includes base pension contributions (2024: $1.2 million; 2023: $1.2 million), severance contributions
(2024 $97,839; 2023: $98,929) and employer social tax contributions (2024: $273,855; 2023: $64,738), in accordance with
his Italian service agreement. Vince Sadusky’s and Max Chiara’s pension includes employer contributions to their respective
U.S. defined contribution 401(k) plan. Details relating to pensions are set out in the section headed “Pensions (audited)”.
(4)
The 2024 amount relates to a one-time cash payment of $200,000 and tax gross-ups (such payment subject to clawback if
he ceases to be employed within one year from the date of payment), as an extension of Max Chiara’s initial hiring bonus
installments to retain and secure his continued leadership through the closing of the Proposed Transaction.
The 2023 amount relates to the fourth installment of a $2.0 million bonus as part of Max Chiara’s offer of employment to
compensate for his forfeited remuneration at his previous employer, which was paid in four equal installments as follows: (i)
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 77
within 30-days of his employment start date; and (ii) on each of the first, second and third anniversaries of his employment
start date. He was required to remain employed with the Company through the applicable payment date to receive each
installment.
(5)
Represents the annual bonus earned for the annual performance periods ended 2024 and 2023, paid in 2025 and 2024,
respectively. Marco Sala’s amount also includes the estimated true-up payments related to foreign currency fluctuations and
tax equalization.
(6)
Total long-term incentive is as follows:
Performance Share Units(a)
Total LTI
Shares
($’000)
Shares
($’000)
Marco Sala
2024
86,059
1,693
86,059
1,693
2023
306,607
6,067
306,607
6,067
Vince Sadusky
2024
96,817
1,905
96,817
1,905
2023
124,285
2,459
124,285
2,459
Max Chiara
2024
86,059
1,693
86,059
1,693
2023
182,084
3,603
182,084
3,603
(a)
The 2024 amount represents 106% of target performance share units subject to the 2022 through 2024 performance
period, 50% expected to vest in 2025, and 50% expected to vest in 2026, multiplied by $19.67, the three-month average
closing share price ending December 31, 2024. The share price at grant date of $22.37 is higher than the share price
used as noted in this paragraph. As such, no amount of the values shown are attributable to share price appreciation.
Details relating to the performance measures and achievement are set out in the section headed “Performance against
performance conditions for the LTI vesting (audited)”.
The 2023 amount represents 145% of target performance share units subject to the 2021 through 2023 performance
period, 50% vested on May 1, 2024 multiplied by $19.90, and 50% expected to vest in 2025 multiplied by $19.67, the
three-month average closing share price ending December 31, 2024. The share price at grant date of $22.70 (for Marco
Sala and Max Chiara) and $26.25 (for Vince Sadusky) are higher than the share price used as noted in this paragraph.
As such, no amount of the values shown are attributable to share price appreciation.
(7)
Total co-investment is as follows:
Performance Share Units(a)
Performance Options(a)
Total Co-investment
Shares
($’000)
Shares
($’000)
Shares
($’000)
Marco Sala
2024
86,250
1,777
86,250
20
172,500
1,797
2023
211,250
4,352
86,250
20
297,500
4,372
(a)
The 2024 amount represents 100% achievement of the Co-investment plan performance conditions for certain
performance share units and share options granted in 2021 subject to Absolute TSR, which vested 100% upon
shareholder approval of the Company’s 2023 financial statements at the 2024 AGM. The amount of compensation
reflects the total number of shares which vested multiplied by $20.60, the closing share price on the date of the 2024
AGM. Equity compensation for share options also takes into account a grant date strike price of $20.37. The share price
at grant date of $20.37 is lower than the share price used as noted in this paragraph. As such, the amounts above
include share price appreciation of $39,675. Details relating to the performance measures and achievement are set out
in the section headed “Performance against performance conditions for the Co-investment plan vesting (audited)”.
The 2023 amount represents 100% achievement of the Co-investment plan performance conditions for certain
performance share units and share options granted in 2021, which vested 100% upon shareholder approval of the
Company’s 2023 financial statements at the 2024 AGM. The amount of compensation reflects the total number of
shares which vested multiplied by $20.60, the closing share price on the date of the 2024 AGM. Equity compensation
for share options also takes into account a grant date strike price of $20.37. The share price at grant date of $20.37 and
$19.87 are lower than the share price used as noted in this paragraph. As such, the amounts above include share price
appreciation of $130,925.
(8)
Marco Sala’s total remuneration reflects all remuneration related to his employment contract with the Parent, and for the
avoidance of doubt, under his employment contract with Lottomatica S.p.A., which merged with and was absorbed by IGT
Lottery S.p.A. (formerly Lottomatica Holding S.r.l.), effective December 1, 2018.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 78
Non-Executive Directors’ remuneration as a single figure (audited)
The remuneration of the Non-Executive Directors for the financial years ended December 31, 2024 and 2023 is set out
below and relates to the performance of their role as a Non-Executive Director of the Parent.
Alberto Dessy(4)
2024
119
16
191
326
2023
122
3
153
278
Enrico Drago(5)
2024
75
—
191
266
2023
—
—
22
22
Marco Drago(6)
2024
37
6
—
43
2023
100
3
153
256
Ashley M. Hunter
2024
100
5
191
296
2023
100
3
153
256
James McCann
(Vice Chair, Lead Independent Director and Chair of the
Nominating and Governance Committee)
2024
140
3
210
354
2023
140
18
168
326
Heather McGregor
2024
100
2
191
293
2023
100
—
153
253
Lorenzo Pellicioli
2024
100
6
191
297
2023
100
3
153
256
Maria Pinelli
(Chair of the Audit Committee)
2024
140
10
191
341
2023
140
18
153
308
Samantha Ravich
2024
100
6
191
297
2023
100
3
153
256
Gianmario Tondato Da Ruos
(Chair of the Compensation Committee)
2024
130
3
191
324
2023
130
3
153
286
($’000)
Retainers
Other fees(1)
Restricted
Share Units(2)
Total(3)
(1)
Relates to reimbursable expenses incurred in the course of duties, including any tax liabilities arising paid by the Company
under applicable tax laws, and primarily relate to meal and travel expenses for attending Board meetings in the U.K. as well
as tax preparation. The 2023 amounts have been updated to reflect the actual reimbursable expenses incurred.
(2)
The 2024 amounts reflect the number of restricted share units granted on May 14, 2024 multiplied by $19.67, the three-
month average closing share price ending December 31, 2024. The restricted share units vest on the date of the 2025 AGM.
The 2023 amounts have been updated to reflect the number of restricted share units granted on May 9, 2023 multiplied by
the share price on the vesting date of the 2024 AGM, $20.60.
(3)
Non-Executive Directors are not eligible to receive variable remuneration; therefore, total remuneration equals fixed
remuneration.
(4)
Alberto Dessy’s retainers include a 4% stipend related to Italian regulatory requirements by virtue of the payment of fees and
the grant of equity awards.
(5)
Enrico Drago was appointed to the Board on April 1, 2024 and received a pro-rated amount of compensation for his services
during the year.
(6)
Marco Drago stood down from his position as a Director at the conclusion of the 2024 AGM and his term ended on May 14,
2024. He received pro-rated amount of compensation for his services during the year.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 79
Performance against performance conditions for the annual bonus program (audited)
Annual bonuses under the STI compensation plan are earned by reference to the financial year and paid in March
following the end of the financial year.
The Committee reviews the performance measures and targets of the STI plan annually to evaluate whether these
measures remain appropriately aligned to the Company’s overall business strategy. Payment to the Executive Directors
under the 2024 STI plan was based on both (i) pre-determined financial performance metrics, including Consolidated
Adjusted Operating Income (“OI”) (excluding Purchase Price Accounting), Consolidated Adjusted Earnings Before Interest,
Taxes, Depreciation and Amortization (“EBITDA”), and Consolidated Adjusted Net Debt, and (ii) individual Management by
Objectives (“MBOs”).
During the year, the Committee approved modifications to the 2024 STI plan for Executive Directors and employees
continuing with the Company after the Proposed Transaction closes. The changes include excluding IGT Gaming’s
performance for the six months ended December 31, 2024 from key financial metrics reflecting the Company’s
management approach since announcing the Proposed Transaction and allowing adjustments to performance metrics to
exclude non-recurring impacts from the Proposed Transaction. These modifications were aimed at preserving the original
incentive objectives while ensuring fair measurement of ongoing operational performance. The Committee considers that
aligning the incentive plan with the Company’s operational goals not only strengthens business performance, but also
enhances the value of contributions from participants.
The table below sets out the 2024 STI plan financial metrics and actual performance and the bonuses accruing in 2024 for
each Marco Sala, Vince Sadusky and Max Chiara.
Financial Performance Measures
Personal
Performance
Measures -
MBOs
Payout
($ in millions)
Consolidated
Adjusted
OI(1)
Consolidated
Adjusted
EBITDA(1)
Consolidated
Adjusted
Net Debt(2)
Weighting
25%
25%
30%
20%
Threshold
$793.6
$1,291.0
$5,079.0
Target
$881.8
$1,434.4
$4,955.0
Maximum
$970.0
$1,577.8
$4,831.0
Marco Sala(3)
2024 Performance
106.0%
101.0%
200.0%
200.0%
Payout %
26.5%
25.4%
60.0%
40.0%
Payout as % of Target
129.6%
Payout as % of Maximum
64.8%
Vince Sadusky(4)
2024 Performance
113.0%
103.0%
200.0%
200.0%
Payout %
28.4%
25.8%
60.0%
40.0%
Payout as % of Target
154.2%
Payout as % of Maximum
77.1%
Max Chiara(5)
2024 Performance
120.0%
105.0%
200.0%
200.0%
Payout %
30.0%
26.3%
60.0%
40.0%
Payout as % of Target
156.3%
Payout as % of Maximum
78.1%
(1)
In connection with the Proposed Transaction, Consolidated Adjusted OI and Consolidated Adjusted EBITDA were modified
during the year to consider the measure of total (i) company profit performance on a consolidated basis for the six months
ended June 30, 2024, plus (ii) company profit performance from continuing operations only for the six months ended
December 31, 2024, as reported in the Company’s consolidated financial statements for the financial year ended December
31, 2024.
(2)
Consolidated Adjusted Net Debt is based on net debt of the Company plus “Cash and cash equivalents” attributed to
discontinued operations as reported in the Company’s consolidated financial statements for the financial year ended
December 31, 2024.
(3)
Target payment to Marco Sala is based on 150% of his salary with a maximum opportunity of 194.4% of his base salary.
(4)
Target payment to Vince Sadusky is based on 100% of his salary with a maximum opportunity of 167% of base salary.
(5)
Target payment to Max Chiara is based on 87.5% of his salary with a maximum opportunity of 175% of his base salary.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 80
Marco Sala and Vince Sadusky
Marco Sala and Vince Sadusky shared the same MBOs under the 2024 STI plan. Their MBOs relate to (i) developing a
framework for the continuing Lottery operations and a compelling long-term business plan, including preparation of a
capital markets presentation to be delivered upon the closing of the Proposed Transaction, and (ii) preparing for the
separation and spin-off of IGT Gaming to ensure Day 1 operational readiness, including functional stand-up plans to
address the separation and contingency activities.
In all instances, these objectives were delivered at a maximum level of performance. Marco, in collaboration with Vince,
established a comprehensive equity story for the Lottery operations, leveraging on strategic insights and benchmarking
against industry standards, which strengthened stakeholder confidence and supported alignment with the Company’s
objectives. A robust long-term business plan for 2024-2028 was developed, incorporating the OPtiMa 3.0 cost savings
initiative and various financial and operational scenarios to support growth and profitability goals, with the final 2025-2029
plan scheduled for Board review in February 2025. Additionally, the said Directors ensured Day 1 operational readiness by
refreshing functional separation plans, addressing preparedness for transition service arrangements and delivering stand-
up plans on schedule, while managing challenges including cyber incident impacts and employee transfers without
compromising readiness. Their strategic approach as well as proactive and collaborative leadership were particularly
valuable in navigating complex operational challenges while maintaining momentum toward organizational success.
Max Chiara
The MBOs for Max Chiara relate to (i) leading finance efforts for the IGT Gaming separation, including financial due
diligence, operational planning and developing standalone financial models for the continuing Lottery operations, (ii)
developing and executing a compelling long-term business plan and equity story for the continuing Lottery operations,
targeting key updates by 2024 or 2025, and (iii) reviewing and achieving capital-controlled cash flow targets while
ensuring accurate reporting and forecasting processes across the business.
In all instances, these objectives were delivered at a high level of performance, consistently meeting or exceeding
timelines and receiving strong endorsement from key stakeholders, including the Board and external partners. Max led the
finance resources in executing critical steps for the separation and spin-off of IGT Gaming. He successfully directed
financial due diligence, executed separation planning and established robust post-closure financial reporting frameworks.
Additionally, cash flow management significantly exceeded maximum performance targets. Max’s precise execution of
these complex initiatives, combined with his strategic and operational leadership, is instrumental to the organization’s
success.
Performance against performance conditions for the LTI vesting (audited)
The amount included for performance share units in the 2024 single total figure of remuneration reflects the performance
share units granted in 2022. Vesting was dependent on performance over three financial years ended on December 31,
2024 and continued service until the vesting date in 2025 for 50% of the units earned and the vesting date in 2026 for the
remaining 50% of units earned. The vesting date is expected to be in May 2025 and May 2026, respectively.
During the year, the Committee approved modifications to the 2022-2024 LTI plan for Executive Directors and employees
continuing with the Company after the Proposed Transaction closes. The changes include setting the Relative TSR
Payment Factor at target level (thereby mitigating any short-term share price impact as a result of the Proposed
Transaction on the outcome of the award) and allowing adjustments to performance metrics to exclude non-recurring
impacts from the Proposed Transaction. These modifications were aimed at preserving the original incentive objectives
while ensuring fair measurement of ongoing operational performance. The Committee considers that aligning the incentive
plan with the Company’s operational goals not only strengthens business performance, but also enhances the value of
contributions from participants.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 81
The performance achieved against the performance targets is shown below:
2022-2024
($ in millions)
Weighting
Threshold
Target
Maximum
2024
Performance
Performance
% of Target
Payout %
Consolidated Adjusted EBITDA
25%
5,429.3
5,714.8
6,000.8
5,727.0
100.2%
100.7%
Consolidated
Adjusted
Free
Cash Flow
75%
1,842.6
1,992.1
2,290.8
2,131.0
107.0%
107.4%
EBITDA/Free Cash Flow Result
105.7%
Relative TSR Modifier
<25th
60th
>75th
N/A
100.0%
100.0%
Performance results (% of Target)(1)
105.7%
Total units earned (% of Maximum)(2)
91.1%
(1)
The performance results weighted as the product of (a) the Consolidated Adjusted EBITDA and Free Cash Flow Payment
Matrix (105.7%) multiplied by (b) relative Total Shareholder Return percentile payout (100.0%).
(2)
The maximum number of shares to be earned under the plan is 116% of target.
Performance against performance conditions for the Co-investment plan vesting (audited)
In 2021, the Company entered into a Co-investment plan with Marco Sala. Marco’s appointment as Executive Chair of the
Board, effective January 24, 2022, did not impact any of the vesting conditions for awards granted under the plan. The Co-
investment plan was intended to align Marco’s interests with those of the Company’s shareholders. Under the Co-
investment plan, the Company matched Marco’s commitment to hold his ordinary shares on a 1:1 basis (up to 470,000
shares), comprising a matching grant of up to 345,000 shares, awarded half in performance share units and half in share
options on May 11, 2021, and a matching grant of up to 125,000 shares awarded in performance share units on July 28,
2021.
The vesting of certain performance share units and share options awarded under the Co-investment plan was dependent
upon achievement of certain performance conditions for the measurement period ended December 31, 2023 and
continued service until May 2024. These performance share units (211,250) and share options (86,250) were achieved at
target following shareholders’ approval of the Company’s 2023 financial statements at the AGM in May 2024 and were
disclosed in the prior year.
The measurement period for the performance share units (86,250) and share options (86,250) subject to the Absolute
Total Shareholder Return (“TSR”) financial metric ended upon approval of the Company’s 2023 financial statements at the
2024 AGM. Achievement of the Absolute TSR is based on the share price being equal to or greater than 20% over the
period commencing on the grant date (the initial price of $17.18 is equal to the 20-day trading average share price ending
on the date of grant) and ending on the date of approval of the Company’s 2023 financial statements (the final price is
equal to the 60-day trading average share price ending on the approval of the Company’s 2023 financial statements at the
2024 AGM). The vesting of these performance share units and options was also subject to Marco’s continued service as a
director until the AGM in May 2024.
The performance achieved against the performance targets is shown below:
Co-investment plan
Target
Performance
Shares
subject to
metric
Target
Performance
Options
subject to
metric
Performance
% of Target
Payout %
Absolute Total Shareholder Return(1)
86,250
86,250
182.0%
100.0%
Performance results (% of Target)
100.0%
Total units earned (% of Maximum)
100.0%
(1)
The performance share units and share options subject to the Absolute TSR financial metric were achieved upon approval of
the Company’s 2023 financial statements at the 2024 AGM. The average share price for the 60 consecutive trading days
ended May 14, 2024 was $24.00, which shows TSR at 36.38% versus the 20% target increase over the initial price of
$17.18.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 82
Interests and vesting criteria of awards made during the financial year (audited)
LTI - Performance share units (audited)
2024-2026 LTI awards - Performance share units
The award will vest 50% in 2027 and 2028, respectively, based on cumulative performance over the 2024 through 2026
period and continued service through the vesting dates. The award also provides for full vesting in the event of death, and
pro rata vesting in the event of disability. The details of these awards are included in the table below:
Executive Director
Type of Award
Maximum
Units
Proportion of
maximum award
vesting at
minimum
performance
Price on Grant
Date
Face Value on
Grant Date(1)
($’000)
Marco Sala
Performance Share Units
137,792
10%
$20.10
2,770
Vince Sadusky
Performance Share Units
310,035
10%
$20.10
6,232
Max Chiara
Performance Share Units
172,241
10%
$20.10
3,462
(1)
The face value on grant date is calculated as the maximum number of units which could be earned under the award
multiplied by the Price on Grant Date of May 9, 2024.
The vesting of the performance share units under the 2024-2026 LTI award is tied to the three performance metrics based
on performance in 2024 through to 2026 as follows.
•
Three-Year Cumulative Consolidated Adjusted EBITDA
Profitability measure
•
Three-Year Cumulative Consolidated Adjusted Free Cash Flow
Use of cash
•
Relative TSR
Performance against peers
Three-Year Cumulative Consolidated Adjusted EBITDA (“Three-Year Adjusted EBITDA”)
This performance metric refers to the cumulative Adjusted EBITDA of the Company as reported in the annual public press
releases issued by the Company for the three years ending December 31, 2026. The performance share units subject to
this vesting criteria may be greater than, equal to, or less than the original amount of target based on actual performance,
relative to the target as follows:
Three-Year Adjusted EBITDA Target
< 95%
95%
100%
≥ 105%
% Vesting
—%
20%
100%
116%
The Committee may exercise its right to make reasonable adjustments in order to preserve the incentives intended at the
time of grant.
Three-Year Cumulative Consolidated Adjusted Free Cash Flow (“Three-Year Free Cash Flow”)
This performance metric refers to the cumulative Free Cash Flow of the Company as reported in the annual public press
releases issued by the Company for the three years ending December 31, 2026. The performance share units subject to
this vesting criteria may be greater than, equal to, or less than the original amount of target based on actual performance,
relative to the target as follows:
Three-Year Adjusted Free Cash Flow Target
< 92.5%
92.5%
100%
≥ 115%
% Vesting
—%
20%
100%
116%
The Committee may exercise its right to make reasonable adjustments in order to preserve the incentives intended at the
time of grant.
Relative TSR Payment Factor
The Relative TSR Payment Factor is based on relative TSR for the companies included in the Russell MidCap Index as of
the first day of the measurement period. The measurement period is the period commencing on January 1, 2024 and
ending on December 31, 2026. After the Three-Year Adjusted EBITDA and Three-Year Free Cash Flow performance
metrics are calculated, the TSR modifier is applied to the calculated vesting.
Performance Factor
The Performance Factor is the product of the Three-Year Adjusted EBITDA and Three-Year Free Cash Flow multiplied by
the Relative TSR Payment Factor. Actual vesting under the plan can range from 0% to 145% if all maximum targets are
met.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 83
Pensions (audited)
Marco Sala
Marco Sala participates in the Company’s Italian pension funds at the same rates at which other eligible employees
participate, which rates may differ by reference to entry date into the plan and job level. The amount in the single-figure
table reflects Marco’s Italian pension under his service agreement with Lottomatica S.p.A. which merged with and was
absorbed by IGT Lottery S.p.A., formerly Lottomatica Holding S.r.l. (“Lottomatica”), effective December 1, 2018, and the
Italian integrative pension fund, both of which are structured as a contribution scheme. Under the pension fund subject to
his service agreement, the employee contribution rate is equal to 10.19% and the employer quota is approximately 27% of
base salary, allowances and annual bonus. Marco’s contributions subject to the Italian integrative pension fund (PREVIP)
are levied at a rate of 3.45% and employer contributions are 8.55% of base salary. Both pension funds’ contribution rates
are applied to Marco’s remuneration earned under both of his service agreements with the Parent and IGT Lottery S.p.A.,
as disclosed in the single figure table. Employer contributions are allocated to the Parent and IGT Lottery S.p.A. based on
remuneration earned under such agreement.
In addition, the Company makes mandatory contributions to PREVIP for TFR (Italy’s severance program) at a rate of 6.9%
of Marco’s base salary, allowances and annual bonus earned under both of his service agreements. At the time Marco’s
employment ends with the Company, he may receive this benefit as a lump sum payment or keep the balance in PREVIP.
As of December 31, 2024, there was no accrual for an Italian severance payment for Marco.
The estimated retirement date for Marco is in January 2027 which, in accordance with Italian regulations, could be
postponed to March 2027.
Vince Sadusky
Vince Sadusky is eligible to participate in the Company’s U.S. defined contribution 401(k) plan, which is offered to all U.S.
employees. IGT provides a 3.5% company match on the first 6% of employee contributions as follows: 100% match on the
first 1% of employee contributions and 50% match on the next 5% of employee contributions, subject to the U.S. Internal
Revenue Services (IRS) limits then in effect, which were $23,000 in 2024 with an additional “catch-up” contribution of
$7,500 for employees age 50 or older as of December 31, 2024.
Max Chiara
Max Chiara is eligible to participate in the Company’s U.S. defined contribution 401(k) plan, which is offered to all U.S.
employees. IGT provides a 3.5% company match on the first 6% of employee contributions as follows: 100% match on the
first 1% of employee contributions and 50% match on the next 5% of employee contributions, subject to the U.S. Internal
Revenue Services (IRS) limits then in effect, which were $23,000 in 2024 with an additional “catch-up” contribution of
$7,500 for employees age 50 or older as of December 31, 2024.
Payments to past Directors and payments for loss of office (audited)
Marco Drago retired as a member of the Board on May 14, 2024. His fees and restricted share units awarded in 2023,
which vested on May 14, 2024 in accordance with the terms of the award agreement, have been included in the Non-
Executive Directors’ remuneration as a single figure table of this report. Marco Drago has not received any other
remuneration or payments upon ceasing to be a Director.
Other than the foregoing, there were no payments of money or other assets made to any Director or for loss of office, in
each case, at any time during the financial year ended December 31, 2024.
Statement of Director’s shareholding and share interests (audited)
Share Ownership Guidelines
Executive Directors are required to acquire and maintain shares with a fair market value equal to at least three times base
salary (which is the case for the current CFO, Max Chiara) and a maximum of at least five times base salary (which is the
case for the current Executive Chair, Marco Sala, and CEO, Vince Sadusky). Shares included in the ownership criteria
include shares which are beneficially owned regardless of whether the shares were issued under a Company plan or
purchased on the market, and vested shares held in trust for the benefit of the Executive Director or his family members.
Unearned performance shares do not count towards the ownership criteria until such shares have been earned. Unvested
restricted share units and unexercised share options are not taken into account for purposes of the guidelines. If the
Executive Director has a co-investment plan, 50% of shares committed to the co-investment will not be taken into account
for purposes of the guidelines.
Executive Directors must hold all of the net settled shares they receive under the LTI plan and the co-investment plan for a
period of at least five years from the date of grant. The period expires on the fifth anniversary of the date of grant,
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 84
provided the relevant director meets his or her holding requirements under the Share Ownership Guidelines. Upon
cessation of employment, Executive Directors are required to hold (i) during the first year post departure, the lower of their
respective shareholding guideline and the actual shareholding immediately prior to departure, and (ii) during the second
year post departure, the lower of 50% of their respective shareholding guideline and the actual shareholding at the start of
the second year post departure.
Beginning November 10, 2020 (or five years after joining the Board if such date is subsequent to November 10, 2020), a
Non-Executive Director is expected to hold, for as long as he or she remains on the Board, ordinary shares of the Parent
that have a fair market value equal to at least three times the base annual retainer amount then in effect for that Non-
Executive Director. Unvested restricted share units and unexercised share options are not taken into account for the
purposes of the guidelines. Non-compliant Non-Executive Directors are prohibited from selling shares of the Parent until
they have met their applicable target level of share ownership, excluding any shares sold to cover any applicable tax
withholding requirements, or the exercise price of any share options or nominal value of shares, or broker fees (if any).
The Committee has the discretion to amend the shareholding guidelines at any time.
Executive Directors’ interests in share awards (audited)
The table below sets out details of the interests of the Executive Directors in share awards for the year ended December
31, 2024:
Marco Sala
May 9, 2024
—
95,029
—
95,029
$20.10
2026
2027 & 2028
May 5, 2023
73,260
—
—
73,260
$27.49
2025
2026 & 2027
May 4, 2022
81,400
—
—
81,400
$22.37
2024
2025 & 2026
Jul 28, 2021
125,000
—
(125,000)
—
$19.87
2023
2024
May 18, 2021
313,657
95,153
(255,506)
153,304
$22.70
2022 & 2023
2023, 2024 &
2025
May 11, 2021
172,500
—
(172,500)
—
$20.37
2023 & 2024
2024
Vince Sadusky
May 9, 2024
—
213,817
—
213,817
$20.10
2026
2027 & 2028
May 5, 2023
164,835
—
—
164,835
$27.49
2025
2026 & 2027
May 4, 2022
91,575
—
—
91,575
$22.37
2024
2025 & 2026
Jan 24, 2022
85,714
38,571
(62,140)
62,145
$26.25
2023
2024 & 2025
Jan 24, 2022
285,714
—
—
285,714
$26.25
Not Applicable
2025
Max Chiara
May 9, 2024
—
118,787
—
118,787
$20.10
2026
2027 & 2028
May 5, 2023
73,260
—
—
73,260
$27.49
2025
2026 & 2027
May 4, 2022
81,400
—
—
81,400
$22.37
2024
2025 & 2026
May 18, 2021
186,272
56,508
(151,737)
91,043
$22.70
2022 & 2023
2023, 2024 &
2025
Date of Grant
Awards
Held at
January
1, 2024
Granted/
Performance
Adjustments
During the
Year(1)
Shares
Vested
During the
Year
Awards
Held at
December
31, 2024
Market
Price at
Grant Date
End of
Performance
Period
Vesting Date
(1) Increases relate to adjustments for actual performance achieved.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 85
Executive Directors’ interests in share options (audited)
The table below sets out details of the interests of the Marco Sala in share options which are outstanding as of December
31, 2024:
Date
of
Grant
Awards
Held at
January
1, 2024
Granted/
Performance
Adjustments
During the
Year
Exercised
During the
Year
Expired
During
the Year
Awards
Held at
December
31, 2024
Exercise
Price(1)
End of
Performance
Period
Vesting
Date
Expires
On
May 11, 2021
172,500
—
—
—
172,500
$20.37
2024
2024
2028
(1) The market price at grant date is equal to the exercise price of the share option.
Neither Vince Sadusky nor Max Chiara have any interests in share options as of December 31, 2024.
Executive Directors’ total share interests (audited)
The table below shows the Executive Directors’ share interests as of December 31, 2024, including shares held by
connected persons.
Executive Director
Restricted
Share Units
Performance
Share Units
Share options
Total of Outstanding
Shares and Options
Shares
Beneficially
Owned Outright(1)
Marco Sala
—
402,993
172,500
575,493
1,487,657
Vince Sadusky
285,714
532,372
—
818,086
118,294
Max Chiara
—
364,490
—
364,490
165,718
(1) Marco Sala and Max Chiara met the target ownership level as prescribed by the Share Ownership Guidelines, but not Vince
Sadusky who only became subject to the guidelines since his appointment as CEO in January 2022, but is expected to meet
the target ownership level in the next two to three years. In any event, all Executive Directors remain subject to the holding
requirements prescribed by the Share Ownership Guidelines as detailed in the section headed “Share Ownership
Guidelines” on page 84.
Non-Executive Directors’ share interests (audited)
The table below shows the Non-Executive Directors’ share interests as of December 31, 2024, unless otherwise noted,
including shares held by connected persons. Non-Executive Directors do not have share options outstanding.
Alberto Dessy
9,708
77,651
Enrico Drago
9,708
35,986
Ashley M. Hunter
9,708
17,235
James McCann
10,679
93,800
Heather McGregor
9,708
48,765
Lorenzo Pellicioli
9,708
172,732
Maria Pinelli
9,708
17,675
Samantha Ravich
9,708
45,583
Gianmario Tondato Da Ruos
9,708
87,858
Name
Restricted Share Units
Shares Beneficially
Owned Outright(1)
(1) Each of the Non-Executive Directors have met the target ownership level as prescribed by the Share Ownership Guidelines
as detailed in the section headed “Share Ownership Guidelines” on page 84.
(2) Marco Drago stood down from his position as a Director at the conclusion of the 2024 AGM and his term ended on May 14,
2024. He does not have any outstanding equity subject to the Company’s incentive plans.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 86
Performance graph and table
Total shareholder return (TSR)
The chart below shows the TSR index for the Company as against the Russell Midcap Index. The Company considers it
appropriate to benchmark its performance to the Russell Midcap Index due to the Company’s nature and size.
Period Ended
Index Value
TSR Performance
Company
Russell Midcap Index
29 June
2015
31 Dec
2015
31 Dec
2016
31 Dec
2017
31 Dec
2018
31 Dec
2019
31 Dec
2020
31 Dec
2021
31 Dec
2022
31 Dec
2023
31 Dec
2024
0
50
100
150
200
250
300
350
(1)
TSR is calculated using the 60-day average price for the Parent’s ordinary shares and the Russell Midcap Index for the 60
days period before the start and end dates of each period; the calculation incorporates the impact of dividends. For each
financial year, the TSR performance has been normalized to align with the Company’s methodology for dividend treatment in
TSR calculations, resulting in a reduction of the Company’s index value.
Total remuneration of the CEO
2015(1)(2)
2016
2017
2018(2)
2019
2020
2021(2)
2022(1)(3)
2023
2024
Marco
Sala
Marco
Sala
Marco
Sala
Marco
Sala
Marco
Sala
Marco
Sala
Marco
Sala
Marco
Sala
Vince
Sadusky
Vince
Sadusky
Vince
Sadusky
Total remuneration
('000)
$9,646
$7,554
$9,239
$19,487
$6,499
$10,396
$8,167
$2,016
$12,208
$6,959
$6,090
Annual bonus paid
(% of maximum)
75%
82%
61%
78%
83%
—%
95%
—%
84%
84%
84%
LTI vesting
(% of maximum)
78%
72%
86%
37%
26%
—%
18%
100%
—%
—%
88%
(1)
Marco Sala was CEO of the Company from April 7, 2015 to January 24, 2022, when he assumed the role of Executive Chair.
Prior to this time, he was a director of the Company’s predecessor entities. The 2022 amount for Marco Sala reflects a pro-
rata payment received by him in his role as CEO which includes salary, benefits, and true-up payments related to foreign
currency fluctuations and tax equalization.
(2)
Total remuneration includes a housing allowance paid to Marco Sala once every three years in accordance with his IGT
Lottery S.p.A. (formerly Lottomatica) contract.
(3)
Vince Sadusky was appointed to the role of CEO effective January 24, 2022. The 2022 amount for Vince Sadusky reflects
his remuneration in his role as CEO.
Relative importance of spend on pay
The following table shows the year-on-year movement in total remuneration of all employees, compared to the level of
distributions to shareholders by way of dividend and share buyback in respect of the financial years ended December 31,
2024 and 2023:
Period Ending
Millions
$1,194.2
$160.2
$1,252.4
$161.2
2023
2024
Total Pay(1)
Distributions to
shareholders(2)
0
200
400
600
800
1,000
1,200
1,400
(1)
The total pay increased 5% in 2024 when compared to
2023, based on constant 2023 foreign currency rates.
The Company is not aware of any other extraordinary
payments utilizing cash flow or profit. Total Pay
includes wages, benefits, annual bonus, long-term
incentive
compensation
and
training
and
other
personnel costs. Total Pay in 2024 is calculated at the
prior year’s foreign exchange rate to 2023 actual Total
Pay.
(2)
Includes payment of dividend and share buyback; there
were no share repurchases in 2023 and 2024.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 87
Percentage change in Director and employee remuneration
The following table compares the annual percentage change, year over year, of each Director’s remuneration to the
Company’s employees as a whole, in all jurisdictions, calculated on a full-time equivalent basis.
Employees(1)
4%
15%
(24)%
3%
12%
1%
7%
3%
(6)%
4%
(8)%
100%
(8)%
(1)%
(100)%
Executive Directors
Marco Sala(2)
14%
456%
5%
26%
(82)%
(6)%
(30)%
20%
(42)%
17%
494%
100%
(23)%
6%
(100)%
Vince Sadusky(3)
(11)%
19%
(8)%
24%
20%
-%
868%
-
-
(5)%
-
-
(5)%
-
-
Max Chiara(4)
-%
-%
(12)%
-%
36%
(5)%
-%
9%
(4)%
76%
(68)%
100%
-
-
-
Non-Executive Directors(5)
Alberto Dessy(6)
8%
-
-
4%
-
-
7%
-
-
2%
-
-
2%
-
-
Enrico Drago(7)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Ashley M. Hunter
2%
-
-
(2)%
-
-
-%
-
-
-
-
-
-
-
-
James McCann
(9)%
-
-
5%
-
-
8%
-
-
(13)%
-
-
(17)%
-
-
Heather McGregor
2%
-
-
-%
-
-
-%
-
-
-%
-
-
-%
-
-
Lorenzo Pellicioli(8)
3%
-
-
(17)%
-
-
(17)%
-
-
-%
-
-
-%
-
-
Maria Pinelli
(5)%
-
-
9%
-
-
-%
-
-
-
-
-
-
-
-
Samantha Ravich(9)
3%
-
-
3%
-
-
-%
-
-
-%
-
-
136%
-
-
Gianmario Tondato Da Ruos
-%
-
-
2%
-
-
-%
-
-
-%
-
-
-%
-
-
2024
2023
2022
2021
2020
Salary Benefits
STI
Salary Benefits STI
Salary Benefits
STI
Salary Benefits
STI
Salary Benefits
STI
(1)
Employee percentages exclude payments made to Executive Directors.
(2)
Marco Sala was CEO until January 24, 2022, when he assumed the role of Executive Chair; therefore, the change in salary
in 2022 reflects the change in the amount he received due to the change in his role, while the change in 2023 reflects
primarily the increase in his annual salary effective March 2023. Marco received his housing allowance payment in 2024,
which is paid once every three years in advance in accordance with his Italian employment agreement.
(3)
Vince Sadusky was a Non-Executive Director until January 24, 2022, when he assumed the role of CEO; therefore, the
change in salary in 2022 reflects the change in the amount he received due to the change in his role. The changes in 2023
and 2024 reflect increases or decreases in tax gross-ups on salary and benefits, as the case may be.
(4)
Max Chiara joined the Company in April 2020, therefore no change in 2020 is reflected in the table above.
(5)
Non-Executive Directors do not receive benefits or short-term incentives. The amount reflects the annual retainers and other
fees (primarily relating to reimbursable expenses incurred in the course of duties) received. Year on year changes reflected
in the table primarily relate to increases or decreases in the other fees (i.e. not the annual retainer), unless indicated
otherwise.
(6)
Alberto Dessy’s fees include a 4% stipend related to Italian regulatory requirements by virtue of the payment of fees and the
grant of equity awards. The change in the amount year over year also reflects the amount calculated by virtue of such
payment.
(7)
Enrico Drago joined the Company in April 2024, therefore no change in 2024 is reflected in the table above.
(8)
Effective January 24, 2022, Lorenzo Pellicioli retired as Chair of the Board and became a Non-Executive Director; therefore,
the change in 2022 reflects the change in the amount he received due to the change in his role.
(9)
Samantha Ravich was appointed to the Board on July 31, 2019 and received a pro-rated amount of compensation for her
services in 2019.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 88
CEO pay ratios
The following table shows the ratio between the total pay of the CEO and the lower quartile, median and upper quartile
pay of our UK employees.
Year
Method
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
2024
Option A
108:1
73:1
48:1
2023
Option A
162:1
109:1
64:1
Total pay and benefits amounts of U.K. employees used to calculate the ratio are as follows:
25th percentile
(Lower quartile)
Median
75th percentile
(Upper quartile)
Year
Total pay
and benefits
Base salary
Total pay
and benefits
Base salary
Total pay
and benefits
Base salary
2024
$56,439
$53,423
$83,144
$75,564
$126,144
$108,604
2023(1)
$49,113
$44,847
$73,514
$72,309
$124,315
$96,511
(1) As the median employee was hired in August 2023, they did not receive any variable pay awards for 2023.
Our ratios have been calculated using the ‘Option A’ methodology prescribed under the U.K. Companies (Miscellaneous
Reporting) Regulations 2018. Under this option, the ratios are calculated using full-time equivalent pay and benefits of all
employees providing services in the U.K. as at 31 December 2024. We believe this approach provides accurate
information and representation of the ratios.
The 2024 ratio has been computed taking into account the pay and benefits of 320 U.K. employees, and full-time
equivalent fixed pay and benefits for each employee have been calculated by using each employee’s data as at 31
December 2024. We calculated our pay quartiles and benefits information for our U.K. employees using:
•
Full-time equivalent annualized fixed pay, which includes salary and allowances, as at 31 December 2024;
•
Variable pay awards for 2024; and
•
Company’s contributions to pension schemes.
Total pay and benefits for the CEO for 2024 is the value reported in the single figure of remuneration table for Vincent
Sadusky.
The CEO pay ratios for all quartiles, including the median quartile, fell in 2024 compared to 2023. This decline was
primarily due to lower CEO remuneration as reported in the single figure of remuneration table, reflecting reduced annual
performance bonuses and long-term incentive payments, combined with a lower share price. While employee base
salaries increased during this period, the CEO's base salary remained unchanged.
The median pay ratio, as disclosed above, is a multifaceted reflection of the strategic compensation practices that are
designed to attract and retain top executive talent, incentivize exceptional performance, and align with the overarching
goals and complexities of the Company. This ratio, while notable, is a product of deliberate policy decisions shaped by
industry standards, the nature of the CEO role, and the strategic objectives of IGT. IGT’s strategic compensation practices
are considered at every level within our U.K. population, and on a global scale, to ensure consistency.
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 89
Implementation of the Remuneration Policy for the year ending December 31, 2025
This section sets out how the Company intends to implement the proposed Remuneration Policy for the financial year
ending December 31, 2025.
Executive Director
Salary
As of the date of this Directors’ Remuneration Report, the annual base salary of the Executive
Directors is as set out below.
2025
2024
Percentage Change
Marco Sala(1)
$900,000
$900,000
—%
Vince Sadusky
$1,500,000
$1,500,000
—%
Max Chiara
$800,000
$800,000
—%
(1)
Annual salary is paid 70% in the U.K. in pounds sterling and 30% in Italy in Euros. This payment
arrangement requires periodic true-ups for currency fluctuations to ensure he is paid $900,000
annually, effective March 1, 2023.
Benefits
Each Executive Director will continue to be eligible to receive certain health, welfare and other
benefits including health and life insurance, tax preparation services, tax equalization, and housing
and car allowances or a cash perquisite allowance in lieu of housing, car or other allowances.
Pension
Marco Sala will continue to participate in the Company’s Italian pension under his service
agreement with IGT Lottery S.p.A (formerly Lottomatica) and the Italian integrative pension fund,
both of which are structured as a contribution scheme. Under the pension fund, in accordance with
his service agreement, the employee contribution rate is equal to 10.19% and the employer quota is
approximately 27% of base salary, allowances and annual bonus. Marco’s contributions to the
Italian integrative pension fund are levied at a rate of 3.45% and employer contributions are 8.55%
of base salary. Both pension funds’ contribution rates are applied to Marco’s remuneration earned
under both of his service agreements with the Parent and IGT Lottery S.p.A. In addition, the
Company makes mandatory contributions to PREVIP for TFR (Italy’s severance program) at a 6.9%
rate of Marco’s base salary, allowances and annual bonus earned under both of his service
agreements. Employer contributions are allocated to the Parent and IGT Lottery S.p.A. based on
remuneration earned under such agreement.
Vince Sadusky and Max Chiara will continue to participate in the Company’s defined contribution
401(k) plan. IGT provides a 3.5% company match on the first 6% of employee contributions.
Annual Bonus
Each Executive Director will continue to participate in the Company’s annual bonus, with a
maximum annual bonus award opportunity as set out below:
•
Marco Sala - $1.75 million (2024: $1.75 million)
•
Vince Sadusky - 167.0% of base salary (2024: 167.0%)
•
Max Chiara - 200.0% of base salary (2024: 175.0%)
Following a comprehensive review of executive compensation in 2024, the Committee increased
Max Chiara’s short-term incentive target from 87.5% to 100% of base salary. This decision was
based on Max’s base salary having remained unchanged since joining the Company in 2020 and
his significant contributions particularly towards the Proposed Transaction. Such level of increase is
also supported by peer benchmarking, aligning his short-term incentive target with the peer group
median.
The Company’s annual bonus for fiscal year 2025 is expected to be based on a mix of
predetermined company financial metrics (80%) - Consolidated Adjusted EBITDA (30%),
Consolidated Adjusted EBITDA minus Capital Expenditure (30%) and Consolidated Revenue (20%)
- and individual performance metrics (20%), as approved by the Committee to ensure they
appropriately align to the overall business strategy. Individual performance metrics (i.e. MBO -
Management of Objectives) typically include non-financial measures which may encompass
environmental, social and governance aspects that promote long-term value creation.
Full details of the metrics and achievement will be disclosed retrospectively.
Elements
Implementation
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 90
LTI
The Committee expects to award performance-based shares for a 2025-2027 performance period,
with a target grant date value as set out below:
•
Marco Sala - $2.0 million (2024: $2.0 million)
•
Vince Sadusky - $4.5 million (2024: $4.5 million)
•
Max Chiara - $2.0 million (2024: $2.0 million)
The plan is expected to be 100% based on predetermined financial performance targets
(Consolidated Adjusted EBITDA and Consolidated Adjusted Free Cash Flow) aligned with the
Company's long-term strategy and modified by the Company's relative TSR performance compared
to the Russell Midcap Index. Actual payout opportunity will be based on performance achievement
against the targets and will range between 0% to 145% of target shares.
Full details of the metrics and achievement will be disclosed retrospectively.
Co-investment
plan
No co-investment plan is expected to be entered into in 2025. However, the Committee retains
discretion to determine whether co-investment plans will be entered into with the Executive
Directors during the year, and if so, the terms of such arrangements.
Elements
Implementation
In February 2025, the Committee approved a one-time retention award of restricted share units for Vince Sadusky granted
in two tranches (i) with a target grant date value of $5.0 million with an opportunity to earn up to 233,333 shares
depending on the Parent’s ordinary share price measured over the 60 days preceding and ending on the vesting date of
January 1, 2027, and (ii) with a target grant date value of $2.5 million with an opportunity to earn up to 116,667 shares
depending on the Parent’s ordinary share price measured over the 60 days preceding and ending on the vesting date of
January 1, 2028. The award is subject to continued service through the applicable vesting dates. The Committee,
following engagement with its compensation advisor, determined that such grant was necessary to secure the CEO’s
leadership through (i) the closing of the Proposed Transaction, and (ii) the transition to a pure-play lottery company.
Non-Executive Directors
Fees
The fees of Chairs and other Non-Executive Directors are expected to remain unchanged from the
year ended December 31, 2024, as set out below.
2025
2024
Non-Executive Director
$100,000
$100,000
with additional fees related to service for
Chair of the Board(1)
$50,000
$50,000
Lead Independent Director
$20,000
$20,000
Chair of Audit Committee
$40,000
$40,000
Chair of Compensation Committee
$30,000
$30,000
Chair of Nominating and Corporate Governance Committee
$20,000
$20,000
(1)
This compensation is not paid to a Non-Executive Director since Marco Sala serves as the Executive
Chair of the Board.
The Committee retains discretion to review the fees of the Non-Executive Directors for the remainder
of the financial year ending December 31, 2025, and any changes to fees will be in line with the
Remuneration Policy.
Elements
Implementation
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 91
Equity awards
The restricted share unit award agreement is expected to operate in a broadly similar manner to the
year ended December 31, 2024, and the Annual Grant Value of equity awards of the Chair and other
Non-Executive Directors are expected to remain unchanged from the year ended December 31,
2024, as set out below.
Annual Grant
Value 2025
Annual Grant
Value 2024
Non-Executive Director
$200,000
$200,000
with additional restricted share units related to service for
Chair of the Board(1)
$50,000
$50,000
Lead Independent Director
$20,000
$20,000
(1)
This compensation is not paid to a Non-Executive Director since Marco Sala serves as the Executive
Chair of the Board.
The Committee retains discretion to review the Annual Grant Value of equity awards of the Non-
Executive Directors for the remainder of the financial year ending December 31, 2025, and any
changes to the Annual Grant Value of equity awards will be in line with the Remuneration Policy.
Elements
Implementation
This Directors’ Remuneration Report was approved by the Board on March 6, 2025 and signed on its behalf by:
Gianmario Tondato Da Ruos
Chair of the Compensation Committee
March 12, 2025
Directors’ Remuneration Report
Annual Report and Accounts 2024
Page | 92
Independent auditors’ report to the
members of International Game
Technology PLC
Report on the audit of the financial statements
Opinion
In our opinion:
•
International Game Technology PLC’s group financial statements and parent company financial statements (the “financial
statements”) give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2024
and of the group’s profit and the group’s cash flows for the year then ended;
•
the group financial statements have been properly prepared in accordance with UK-adopted international accounting
standards as applied in accordance with the provisions of the Companies Act 2006;
•
the parent company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”,
and applicable law); and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which
comprise: the Consolidated Balance Sheet as at 31 December 2024; the Parent Balance Sheet as at 31 December 2024; the
Consolidated Statement of Operations, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of
Cash Flows, the Consolidated Statement of Shareholders' Equity, and the Parent Statement of Shareholders' Equity for the year
then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our audit approach
Overview
Audit scope
•
International Game Technology PLC is a public limited company incorporated under the laws of England and Wales and is
listed on the New York Stock Exchange thus the Group is subject to group financial statements audits in both the United
Kingdom (UK) and the United States of America (US).
•
The Company's registered office is in London, United Kingdom, however it maintains a corporate functions headquarters in
Providence, US. We have thus directed, supervised and reviewed the US corporate component team to perform the on-site
testing in the US in relation to testing of balances accounted for on a centralised basis as well as for the US component, and
then other component teams to perform the on-site testing for other global sites in scope, with the UK Group team performing
Independent Auditors’ Report
Annual Report and Accounts 2024
Page | 93
the remainder of the audit work, which principally relates to the audit of the consolidation and assessing the adequacy of
disclosure in the Annual Report.
•
We conducted full scope audit work over three components in which the group has significant operations (Rome, Italy and
Las Vegas, Nevada, US and Providence, Rhode Island, US) and a full scope audit of the parent.
•
In addition, we performed procedures on specific balances at four non-significant components.
•
During the year, the group engagement team had virtual and in person meetings with the Italy and US audit teams.
Key audit matters
•
Accuracy of revenue recognition, particularly identifying and evaluating the contractual terms and conditions (group)
•
Fair valuation of investments in subsidiaries (parent)
Materiality
•
Overall group materiality: $28.5 million (2023: $37.5 million) based on approximately 5% of Profit/loss before tax from
continuing operations (2023: based on approximately 2.5% of adjusted EBITDA adjusted to remove the impact of foreign
exchange gains and losses).
•
Overall parent company materiality: $101.8 million (2023: $125.0 million) based on approximately 1% of total assets.
•
Performance materiality: $21.4 million (2023: $28.0 million) (group) and $76.4 million (2023: $93.5 million) (parent company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or
not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Accuracy of revenue recognition, particularly identifying
and evaluating the contractual terms and conditions
(group)
As described in Note 4 to the consolidated financial statements,
the group generated service and product revenues of $2,363
million and $149 million, respectively, for the year ended 31
December 2024.
The group’s revenue transactions include contracts with
customers that consist of a combination of services and products
that are accounted for as one or more distinct performance
obligations. Management applies judgement in identifying and
evaluating contractual terms and conditions that impact the
identification of performance obligations and the associated
pattern of revenue recognition.
We considered this a key audit matter given the level of
complexity and judgement involved in understanding the revenue
affecting terms and conditions in the group’s revenue contracts.
Procedures performed included the following:
● Evaluated the design and implementation and testing the
operating effectiveness of management’s controls to
determine performance obligations, allocate a reasonable
fair value to each and so to recognise revenue
appropriately based upon the contractual terms and
conditions;
● On a sample basis, we selected revenue items from a
full revenue listing and tested the timing and accuracy of
amounts recognised by determining whether the relevant
obligations had been appropriately recognised and had
been performed and allocated an appropriate value based
upon the contractual terms of the associated contract; and
● Evaluated the adequacy of disclosures in the financial
statements.
Based on the procedures performed, we noted no material
issues from our work.
Key audit matter
How our audit addressed the key audit matter
Independent Auditors’ Report
Annual Report and Accounts 2024
Page | 94
Under IFRS 15, Revenue from Contracts with Customers, the
identification of different performance obligations, and the
allocation of arrangement consideration to each of those
obligations in a contract, can require significant management
judgement.
Fair valuation of investments in subsidiaries (parent)
As described in note 3 to the Parent financial statements, the
investments in subsidiaries is $7,820 million (2023: $8,594
million).
The investments in subsidiaries are fair valued as at 31
December 2024. The disposal group comprising International
Game Technology and IGT Canada Solutions was fair valued
based on the purchase price of the sale. The fair value of
remaining companies was based on a discounted cash flow
analysis.
Due to the nature and complexity in the valuations involved, we
identified a significant risk that the fair value of the investment in
subsidiaries may be misstated. The risk is principally driven by
the estimation risk in relation to the weighted average cost of
capital and the long-term growth rate for the remaining
companies and the reallocation of debt between the disposal
group and the business which is remaining.
Our procedures included the following:
● Together with our valuation experts, assessed whether
the key assumptions, including weighted average cost of
capital and long term growth rate, and inputs were within a
reasonable range and the methodologies adopted by
management and their expert in determining the fair value
of the investment in subsidiaries as at 31 Dec 2024;
● Assessed
the
underlying
cash
flows
used
in
management’s discounted cash flow models by assessing
the accuracy of management’s historical forecasting,
testing material adjustments to the cash flows, and testing
the mathematical accuracy of the management’s long-term
forecast;
● Assessed management’s expert’s qualifications and
independence to determine whether there were any
matters that might affect their objectivity or may have
imposed scope limitations upon their work;
● Tested the reallocation of debt between the remaining
companies and disposal group in line with the sale plan;
● Agreed the fair value of the disposal group to the
external sale price which was agreed for the disposal
group; and
● Evaluated the adequacy of disclosures in the financial
statements and sensitivity analysis set out in notes to the
financial statements.
Based on the procedures performed, we noted no material
issues from our work.
Key audit matter
How our audit addressed the key audit matter
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and
controls, and the industry in which they operate.
The Group’s accounting process is structured around a local finance function in each of the Group’s reporting components.
These functions maintain their own accounting records and controls and report to the head office finance team through an
integrated consolidation system.
The Company is headquartered in London, United Kingdom, with the following principal locations: (i) the corporate functions
headquarters in Providence, Rhode Island, US; (ii) the Lottery headquarters in Rome, Italy; and (iii) the Gaming headquarters in
Las Vegas, Nevada, US. The worldwide engagement team is aligned to IGT PLC’s geographical organisation and broadly mirrors
the group’s management structure.
As the Company’s headquarters are based in London, the group engagement team is also based in London and supported by
component teams in Rome, Italy and Boston, Massachusetts, US.
Where work was performed by teams outside of the UK, we determined the level of independent involvement needed at those
local operations to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our
opinion on the consolidated financial statements as a whole. We issued formal, written instructions to the teams outside the UK
setting out the work to be performed by each of them and maintained regular communication throughout the audit cycle. These
interactions included participating in the planning and clearance meetings with our teams in Rome and Boston, holding regular
video and conference calls, as well as reviewing work papers and assessing matters reported.
Independent Auditors’ Report
Annual Report and Accounts 2024
Page | 95
We performed certain specified audit procedures across four non-significant components to gain sufficient audit coverage over
certain balances in the consolidated financial statements. The balances covered at each individual component varied based on
their size but consisted of some or all of the following: service revenue, product revenue, trade accounts receivable and system,
equipment and other assets related to contracts, net.
In total, the audit work performed accounted for approximately 79% of consolidated net revenue and approximately 90% of
consolidated total assets. At the group level, we also carried out other risk assessment procedures on the components not
covered by the procedures described above. The group engagement team also performed audit procedures over the
consolidation.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the
Group’s financial statements, and we remained alert when performing our audit procedures for any indicators of the impact of
climate risk. Our procedures did not identify any material impact as a result of climate risk on the group’s and parent’s financial
statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements - group
Financial statements - parent company
Overall
materiality
$28.5 million (2023: $37.5 million).
$101.8 million (2023: $125.0 million).
How we
determined it
approximately 5% of Profit/loss before tax from continuing
operations (2023: based on approximately 2.5% of
adjusted EBITDA adjusted to remove the impact of foreign
exchange gains and losses)
approximately 1% of total assets.
Rationale for
benchmark
applied
We consider a PBT measure to be a more suitable
measure given the key stakeholders also look at PBT at a
group level.
We consider total assets to be one of the
principal considerations for the members of
International
Game
Technology
PLC
in
assessing the parent’s financial position.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The
range of materiality allocated across components was $18.0 million and $25.5 million (with $24.2 million being used for the
parent for the purpose of the group audit).
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to $21.4 million
(2023: $28.0 million) for the group financial statements and $76.4 million (2023: $93.5 million) for the parent company financial
statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with those charged with governance that we would report to them misstatements identified during our audit above
$2.5 million (group audit) (2023: $3.5 million) and $10.1 million (parent company audit) (2023: $12.5 million) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Independent Auditors’ Report
Annual Report and Accounts 2024
Page | 96
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group's and the parent company’s ability to continue to adopt the going
concern basis of accounting included:
•
assessing the design and implementation of key controls relating to forecasting;
•
assessing the appropriateness of the going concern scenarios and the impact of the sale particularly in relation to the group’s
liquidity position and testing management’s cash flow forecasts, including assessing the accuracy of management’s
forecasting and compliance with its covenants;
•
ensuring that the forecasts and calculations are mathematically accurate; and
•
reviewing the adequacy of disclosures in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group's and the parent company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and
the parent company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover
the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in
this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement,
we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report based on these
responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and
Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and parent company and their environment obtained in the course of
the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
Directors' Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Independent Auditors’ Report
Annual Report and Accounts 2024
Page | 97
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of the Directors’ responsibilities, the directors are responsible for the preparation of the
financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The
directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to health and safety, environmental and export regulations, and we considered the extent to which non-
compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a
direct impact on the financial statements such as the Companies Act 2006, data protection, gaming regulations and corporate
and employment tax regulations. We evaluated management’s incentives and opportunities for fraudulent manipulation of the
financial statements (including the risk of override of controls), and determined that the principal risks were related to posting
inappropriate journal entries to manipulate financial results and potential management bias in the selection and application of
significant accounting judgements and estimates. The group engagement team shared this risk assessment with the component
auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures
performed by the group engagement team and/or component auditors included:
•
Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
•
Discussions with the Executive Vice President and Chief Financial Officer, Director of Internal Audit, the Senior Vice President
and Chief Accounting Officer and Executive Vice President, General Counsel, including consideration of known or suspected
instances of non-compliance with laws and regulations and fraud.
•
Assessment of matters reported on the group’s whistleblowing helpline and the results of management’s investigation of such
matters.
•
Challenging assumptions made by management in the selection and application of significant accounting judgments and
estimates such as the fair valuation of investment in subsidiaries (parent) and revenue recognition (group).
•
Incorporating certain unpredictable procedures in relation to the nature, timing and extent of testing.
•
Identifying and testing the validity of journal entries, in particular certain journal entries posted with unusual account
combinations for revenue and journals posted by senior management.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through
collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.
We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population from which the sample is selected.
Independent Auditors’ Report
Annual Report and Accounts 2024
Page | 98
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the parent company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not obtained all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Jaskamal Sarai (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Watford
12 March 2025
Independent Auditors’ Report
Annual Report and Accounts 2024
Page | 99
INTERNATIONAL GAME TECHNOLOGY PLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet at December 31, 2024 and 2023 .......................................................................................
101
Consolidated Statement of Operations for the years ended December 31, 2024 and 2023 ......................................
102
Consolidated Statement of Comprehensive Income for the years ended December 31, 2024 and 2023 ................
103
Consolidated Statement of Cash Flows for the years ended December 31, 2024 and 2023 .....................................
104
Consolidated Statement of Shareholders' Equity for the years ended December 31, 2024 and 2023 .....................
106
Notes to the Consolidated Financial Statements ...............................................................................................................
107
Financial Statements
Annual Report and Accounts 2024
Page | 100
International Game Technology PLC
Consolidated Balance Sheet
($ in millions)
December 31,
Notes
2024
2023
Assets
Current assets:
Cash and cash equivalents
584
572
Restricted cash and cash equivalents
35
58
Trade and other receivables, net
5
468
685
Inventories, net
6
113
317
Other current assets
7
125
387
Assets held for sale
3
4,693
—
Total current assets
6,019
2,018
Systems, equipment and other assets related to contracts, net
11
581
928
Property, plant and equipment, net
11
81
115
Right-of-use assets
12
111
199
Goodwill
14
2,758
4,592
Intangible assets, net
15
89
1,552
Other non-current assets
7
617
1,018
Total non-current assets
4,237
8,404
Total assets
10,256
10,422
Liabilities and shareholders' equity
Current liabilities:
Accounts payable
633
687
Current portion of long-term debt
16
208
—
Short-term borrowings
16
—
16
Other current liabilities
17
766
1,031
Liabilities held for sale
3
1,133
—
Total current liabilities
2,740
1,733
Long-term debt, less current portion
16
5,160
5,665
Deferred income taxes
19
176
331
Lease liabilities
12
98
230
Other non-current liabilities
17
119
673
Total non-current liabilities
5,553
6,899
Total liabilities
8,293
8,632
Shareholders’ equity
Share capital
21
21
Share premium
2,980
2,958
Retained deficit
(1,828)
(2,053)
Other reserves
21
487
490
Total IGT PLC’s shareholders’ equity
1,660
1,415
Non-controlling interests
303
374
Total shareholders’ equity
1,963
1,789
Total liabilities and shareholders’ equity
10,256
10,422
The accompanying notes are an integral part of these consolidated financial statements.
The consolidated financial statements were approved by the Board of Directors on March 6, 2025 and signed on its behalf on
March 12, 2025 by:
Vincent Sadusky
Chief Executive Officer
Company registration number: 09127533
Financial Statements
Annual Report and Accounts 2024
Page | 101
International Game Technology PLC
Consolidated Statement of Operations
($ and shares in millions, except per share amounts)
For the year ended December 31,
Notes
2024
2023
Service revenue
4, 25
2,363
2,357
Product sales
4, 25
149
171
Total revenue
4, 25
2,512
2,528
Cost of services
1,225
1,206
Cost of product sales
117
112
Selling, general and administrative
392
406
Research and development
44
37
Restructuring
13
38
13
Other operating expense
5
—
Total operating expenses
1,822
1,774
Operating income
690
754
Interest expense, net
16
294
300
Foreign exchange (gain) loss, net
(52)
44
Other non-operating expense
18
55
70
Other non-operating income
18
(3)
(2)
Total non-operating expenses
293
413
Income from continuing operations before provision for income taxes
19
396
341
Provision for income taxes
19
253
225
Income from continuing operations
143
116
Income from discontinued operations, net of tax
3
328
132
Net income
472
249
Less: Net income attributable to non-controlling interests from continuing
operations
79
77
Less: Net income attributable to non-controlling interests from discontinued
operations
3
6
2
Net income attributable to IGT PLC
387
170
Net income from continuing operations attributable to IGT PLC per
ordinary share - basic
23
0.32
0.20
Net income from continuing operations attributable to IGT PLC per
ordinary share - diluted
23
0.31
0.19
Net income from discontinued operations attributable to IGT PLC per
ordinary share - basic
23
1.60
0.65
Net income from discontinued operations attributable to IGT PLC per
ordinary share - diluted
23
1.58
0.64
Net income attributable to IGT PLC per ordinary share - basic
23
1.92
0.85
Net income attributable to IGT PLC per ordinary share - diluted
23
1.90
0.84
Weighted-average shares - basic
23
202
200
Weighted-average shares - diluted
23
204
203
The accompanying notes are an integral part of these consolidated financial statements.
Financial Statements
Annual Report and Accounts 2024
Page | 102
International Game Technology PLC
Consolidated Statement of Comprehensive Income
($ in millions)
For the year ended December 31,
Notes
2024
2023
Net income
472
249
Foreign currency translation adjustments, net of tax
21
(26)
—
Unrealized gain on hedges, net of tax
21
4
1
Unrealized gain on other, net of tax
21
—
—
Other comprehensive (loss) income, net of tax (1)
21
(23)
1
Comprehensive income
449
249
Less: Comprehensive income attributable to non-controlling interests
65
92
Comprehensive income attributable to IGT PLC
384
157
Comprehensive income attributable to IGT PLC from:
Continuing operations
82
12
Discontinued operations
302
145
384
157
(1) All items in other comprehensive (loss) income, net of tax will be reclassified subsequently to profit or loss when specific conditions are met,
with the exception of a nominal amount and $0.5 million of unrealized losses on defined benefit plans for the years ended December 31, 2024
and 2023, respectively, which are included in unrealized gain on other, net of tax.
The accompanying notes are an integral part of these consolidated financial statements.
Financial Statements
Annual Report and Accounts 2024
Page | 103
International Game Technology PLC
Consolidated Statement of Cash Flows
($ in millions)
For the year ended December 31,
Notes
2024
2023
Cash flows from operating activities
Net income
472
249
Less: Income from discontinued operations, net of tax
3
328
132
Adjustments to reconcile net income from continuing operations to net cash
Depreciation
200
207
Amortization of upfront license fees
200
200
Redeemable non-controlling interest
41
53
Stock-based compensation
22
38
34
Amortization
27
33
Deferred income taxes
19
(33)
(35)
Foreign exchange (gain) loss, net
(52)
44
Other non-cash items, net
15
23
Changes in operating assets and liabilities, excluding the effects of divestitures:
Trade and other receivables
(85)
(55)
Inventories
(5)
(21)
Accounts payable
108
59
Accrued interest payable
(17)
1
Accrued income taxes
45
111
Other assets and liabilities
40
71
Net cash provided by operating activities from continuing operations
666
841
Net cash provided by operating activities from discontinued operations
437
225
Net cash provided by operating activities
1,103
1,066
Cash flows from investing activities
Capital expenditures
(149)
(147)
Other investing activities, net
—
(3)
Net cash used in investing activities from continuing operations
(150)
(151)
Net cash used in investing activities from discontinued operations
(205)
(241)
Net cash used in investing activities
(355)
(392)
Cash flows from financing activities
Principal payments on long-term debt
16
(500)
(801)
Net (repayments of) proceeds from Revolving Credit Facilities
(175)
609
Net (payments of) proceeds from short-term borrowings
(16)
13
Net receipts from financial liabilities
24
1
Proceeds from long-term debt
556
—
Dividends paid
(161)
(160)
Dividends paid - non-controlling interests
(159)
(151)
Return of capital - non-controlling interests
(73)
(74)
Other financing activities, net
(54)
(50)
Net cash used in financing activities from continuing operations
(558)
(613)
Net cash used in financing activities from discontinued operations
(70)
(64)
Net cash used in financing activities
(628)
(678)
Net increase (decrease) in cash and cash equivalents
121
(3)
Effect of exchange rate changes on cash and cash equivalents
(46)
(15)
Cash and cash equivalents at the beginning of the period
572
590
Cash and cash equivalents at the end of the period
647
572
Less: Cash and cash equivalents of discontinued operations
63
—
Cash and cash equivalents at the end of the period
584
572
Financial Statements
Annual Report and Accounts 2024
Page | 104
International Game Technology PLC
Consolidated Statement of Cash Flows
($ in millions)
For the year ended December 31,
2024
2023
Supplemental disclosures of cash flow information from continuing operations:
Cash paid during the period for:
Interest
310
300
Income taxes
241
149
Non-cash investing activities:
Capital expenditures
38
20
The accompanying notes are an integral part of these consolidated financial statements.
Financial Statements
Annual Report and Accounts 2024
Page | 105
International Game Technology PLC
Consolidated Statement of Shareholders’ Equity
($ in millions)
Share
Capital
Share
Premium
and Equity
Reserves
Retained
(Deficit)
Earnings
Other
Reserves
(Note 21)
Total
IGT PLC
Equity
Non-
Controlling
Interests
(Note 24)
Total
Equity
Balance at December 31, 2022
21
2,929
(2,063)
502
1,389
385
1,773
Net income
—
—
170
—
170
79
249
Other comprehensive (loss) income,
net of tax
—
—
—
(12)
(12)
13
1
Total comprehensive income (loss)
—
—
170
(12)
157
92
249
Stock-based compensation (Note 22)
—
41
—
—
41
—
41
Capital increase
—
—
—
—
—
27
27
Tax benefit on stock-based
compensation
—
3
—
—
3
—
3
Shares issued under stock award
plans
—
(15)
—
—
(15)
—
(15)
Return of capital
—
—
—
—
—
(40)
(40)
Dividends paid/declared
—
—
(160)
—
(160)
(89)
(249)
Balance at December 31, 2023
21
2,958
(2,053)
490
1,415
374
1,789
Net income
—
—
387
—
387
85
472
Other comprehensive loss, net of tax
—
—
—
(3)
(3)
(20)
(23)
Total comprehensive income (loss)
—
—
387
(3)
384
65
449
Stock-based compensation (Note 22)
—
44
—
—
44
—
44
Capital increase
—
—
—
—
—
2
2
Tax expense on stock-based
compensation
—
(5)
—
—
(5)
—
(5)
Shares issued under stock award
plans
—
(17)
—
—
(17)
—
(17)
Return of capital
—
—
—
—
—
(41)
(41)
Dividends paid/declared
—
—
(161)
—
(161)
(98)
(259)
Balance at December 31, 2024
21
2,980
(1,828)
487
1,660
303
1,963
The accompanying notes are an integral part of these consolidated financial statements.
Financial Statements
Annual Report and Accounts 2024
Page | 106
International Game Technology PLC
Notes to the Consolidated Financial Statements
1. Description of Business
International Game Technology PLC (the “Parent”), together with its consolidated subsidiaries (collectively referred to as
“IGT PLC,” the “Company,” “we,” “our,” or “us”), is a global leader in gaming delivering entertaining and responsible
gaming experiences for players worldwide. Leveraging a wealth of compelling content, continuous investment in
innovation, player insights, operational expertise, and leading-edge technology, our solutions deliver unrivalled gaming
experiences that engage players and drive growth. We have a well-established local presence and relationships with
governments and regulators in more than 100 jurisdictions around the world and create value by adhering to the highest
standards of service, integrity, and responsibility.
De Agostini S.p.A. (“De Agostini”), a century-old publishing, media, and financial services company that is incorporated in
Italy, has a controlling interest in IGT. As of December 31, 2024, De Agostini had an economic interest of approximately
42.3% (excluding treasury shares) and, due to its election to exercise the special voting shares associated with its
ordinary shares pursuant to the Loyalty Plan, a voting interest of approximately 59.5% of the total voting rights (excluding
treasury shares). De Agostini is the smallest group to consolidate these financial statements and is majority owned by
B&D Holding S.p.A. (“B&D Holding”) which is incorporated in Italy and the largest group to consolidate these financial
statements. B&D Holding is owned by members of the the Boroli and Drago families. Our remaining shares not held by De
Agostini are publicly held.
On February 28, 2024, the Parent entered into definitive agreements (the “February 2024 Agreements”) with Everi
Holdings Inc. (“Everi”), pursuant to which the Parent planned to separate its Gaming & Digital businesses (“IGT Gaming”)
by way of a taxable spin-off to the Parent’s shareholders and then immediately combine such businesses with Everi. The
transaction contemplated by the February 2024 Agreements, which were subsequently terminated as described below,
was expected to close in late 2024 or early 2025.
On July 26, 2024, the Parent and Everi entered into definitive agreements (the “Transaction Agreements”) whereby IGT
Gaming and Everi will be simultaneously acquired by a newly formed holding company (‘the Combined Company”) owned
by the Apollo Funds in an all-cash transaction (the “Proposed Transaction”). In connection with the entry into the
Transaction Agreements, the February 2024 Agreements were terminated.
2.
Summary of Material Accounting Policy Information
The principal accounting policies applied in the preparation of these consolidated financial statements of the Company are
set out below. Applicable material accounting policies are disclosed in line with IAS 1 requirements. These policies have
been consistently applied to all years presented, unless otherwise noted.
Basis of Preparation
The accompanying consolidated financial statements and notes of the Company, prepared for statutory purposes, have
been prepared on a going concern basis and in accordance with UK-adopted international accounting standards in
conformity with the requirements of the Companies Act 2006 (“CA 2006”) (together “IFRS”).
Our consolidated financial statements have been prepared on a historical cost basis unless otherwise stated. The
consolidated financial statements are stated in millions of United States (“U.S.”) dollars, except per share data and
employee headcount data, or unless otherwise indicated, and are computed based on the amounts in thousands. Certain
amounts in columns and rows within tables may not foot due to rounding. Percentages and earnings per share amounts
presented are calculated from the underlying unrounded amounts.
We have reflected the financial results of IGT Gaming as discontinued operations in our consolidated statement of
operations for all periods presented, and reflected the assets and liabilities of IGT Gaming as held for sale in our
consolidated balance sheet as of December 31, 2024, without restating the prior period comparatives. Retrospective
reclassifications have been made to prior period financial statements and disclosures to present IGT Gaming as
discontinued operations (see Note 3. Discontinued Operations and Assets Held for Sale). Unless otherwise noted,
amounts and disclosures included herein relate to our continuing operations.
Financial Statements
Annual Report and Accounts 2024
Page | 107
Change in Segment Reporting
Prior to the three months ended March 31, 2024, we operated as three operating segments: Global Lottery, Global
Gaming, and PlayDigital. During the first quarter of 2024, our chief operating decision maker, who is also our Chief
Executive Officer, determined to change the information that he regularly reviews for purposes of allocating resources and
assessing financial performance, prompting a change in our operating segments and reporting units. As a result,
beginning in the first quarter of 2024, we combined the activities that were previously included within our Global Gaming
and PlayDigital segments into one operating segment, named Gaming & Digital. The change in reporting structure did not
change the composition of our reporting units, as we simply combined two reporting units into one, therefore we were not
required to reallocate goodwill to the reporting units. No changes were made to our Global Lottery segment.
In the third quarter of 2024, as a result of entering into the Transaction Agreements as discussed in Note 3. Discontinued
Operations and Assets Held for Sale, the former Gaming & Digital segment, which is fully included in IGT Gaming, has
been classified as discontinued operations. Our chief operating decision maker (“CODM”) manages the continuing
operations as a single segment for the purposes of assessing performance and making operating decisions. All significant
operations decisions are based upon an analysis of the continuing business as one operating segment, which is the same
as its reporting segment. All required segment information can be found in these consolidated financial statements.
Assets and Liabilities Held for Sale
We classify a group of assets and liabilities (disposal group) to be sold in a single or concurrent transactions as held for
sale in the period in which all of the following criteria are met: (a) it is available for sale in its present condition, subject
only to terms that are usual and customary for sales of such disposal groups; (b) the sale is highly probable; (c) the sale
should occur within one year from the date of classification. Events or circumstances may extend the period to complete
the sale beyond the one year requirement if certain conditions are met.
We initially measure a disposal group that is classified as held for sale at the lower of its carrying value or fair value less
any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria
are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. We assess the fair
value of a disposal group, less any costs to sell, in each reporting period it remains classified as held for sale and report
any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value
does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale.
Upon determining that a disposal group meets the criteria to be classified as held for sale, we report the assets and
liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale in the
consolidated balance sheet for the periods presented after meeting the held for sale criteria, without restating the prior
period comparatives.
Principles of Consolidation
The consolidated financial statements include the accounts of the Parent and our majority-owned or controlled
subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Earnings or losses
attributable to non-controlling interests in a subsidiary are included in net income in the consolidated statement of
operations.
Investments in which we have the ability to exercise significant influence, but do not control, and with respect to which we
are not the primary beneficiary, are accounted for using the equity method of accounting. Equity investments in which we
have no ability to exercise significant influence that do not have a readily determinable fair value and do not have a Net
Asset Value per share are measured at cost, less impairment, which approximates fair value. Equity method investments
and equity investments in which we have no ability to exercise significant influence are included within other non-current
assets in the consolidated balance sheet.
Critical Estimates, Judgments, and Assumptions
The preparation of our consolidated financial statements requires us to make estimates, judgments, and assumptions
which affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosure of
contingent liabilities. We evaluate our estimates, judgments, and methodologies on an ongoing basis. We base our
estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which
form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of
revenues and expenses. Accordingly, actual results and outcomes could differ from those estimates.
The accounting policy descriptions set out the areas where judgments and estimates need exercising, the most significant
Financial Statements
Annual Report and Accounts 2024
Page | 108
of which include the following Key Judgments (♣) and Significant Estimates (♦):
•
Revenue, refer to accounting policy, page 109 (♣)
•
Goodwill, refer to accounting policy, page 113 (♦) and Note 14, page 129 (♦)
•
Disclosure and Recording of Liabilities Related to Legal Proceedings, refer to accounting policy, page 114 (♦) and
Note 20, page 141 (♦)
•
Investments in Subsidiaries, refer to Note 3 of Parent Financial Statements, page 165 (♣ ♦)
New Accounting Standards - Recently Adopted
The Company has applied the following amendments for the first time for the annual reporting period commencing
January 1, 2024:
•
Non-current Liabilities with Covenants – Amendments to IAS 1;
•
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16;
•
Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
Application of these amendments did not have a material effect on the consolidated financial statements.
New Accounting Standards and interpretations not yet adopted
In April 2024, the International Accounting Standards Board ("IASB") issued IFRS 18, Presentation and Disclosure in
Financial Statements to replace IAS 1, Presentation of the financial statements. The new standard requires that each line
item is classified into one of five defined categories: operating, investing, financing, income taxes, or discontinued
operations and that certain subtotals are presented on the statement of profit or loss based in a prescribed organization of
the five categories. IFRS 18 also permits disclosure for management-defined performance measures but creates a
requirement that, within a single note, the performance measures be explained and reconciled to the most comparable
subtotal defined under IFRS. Additional guidance addresses whether expense items are presented by nature or function
on the statement of profit or loss, and requires that when certain items are presented by function, a separate disclosure is
required with expense information by nature. Other areas of guidance include aggregation and disaggregation of expense
items based on shared characteristics and amendments to statement of cash flow presentation guidance. The
amendments are effective for periods beginning on or after January 1, 2027. We will adopt IFRS 18 upon the effective
date with a required retrospective application.
We continue to evaluate the impact, and do not currently expect that any other recently issued accounting guidance will
have a material impact on the entity in the current or future reporting periods.
Revenue
We account for a contract with a customer when: we have written approval; the parties are committed to perform their
respective obligations; the rights of the parties, including payment terms, are identified; the contract has commercial
substance; and collection of consideration is probable.
We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and
concurrent with specific revenue-producing transactions.
We generally expense incremental costs of obtaining a contract (e.g., sales commissions) when incurred because the
amount is immaterial. These costs are recorded within selling, general and administrative expenses in our consolidated
statement of operations. For certain of our long-term contracts, recoverable costs are capitalized and amortized on a
straight-line basis over the expected customer relationship period.
In determining the transaction price, we do not account for significant financing components if the period between when
we transfer the promised service or product to the customer and when the customer pays for that service or product will
be one year or less.
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of
one year or less, (ii) performance obligations for which we recognize variable revenue at the amount that we have the
right to invoice for services performed, (iii) contracts for which variable consideration is accounted for in accordance with
sales-based or usage-based royalty guidance, and (iv) wholly unperformed contracts.
Additional information on revenue recognition is included in Note 4 – Revenue Recognition.
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Significant Judgments and Estimates
(♣) Revenue recognition is impacted by our ability to determine when a contract is probable of collection and to estimate
variable consideration, including, for example, rebates, volume discounts, service-level penalties, and performance
bonuses. We consider various factors when making these judgments, including a review of specific transactions, historical
experience and market and economic conditions. Evaluations are conducted each quarter to assess the adequacy of the
estimates.
(♣) Our contracts with customers often include promises to transfer multiple products and services to a customer.
Specifically, complex arrangements with nonstandard terms and conditions may require significant contract interpretation
to determine the appropriate accounting, including whether the promised products and services specified in the
arrangement are distinct performance obligations. Contracts may consist of a combination of products and services
delivered at or over different time periods. We apply judgment in identifying and evaluating the contractual terms and
conditions that impact the identification of performance obligations and the pattern of revenue recognition.
(♣) Judgment is required to determine the standalone selling price (“SSP”) for each distinct performance obligation. The
SSP is the price at which we would sell a promised product or service separately to a customer. In some instances, we
are able to establish SSP based on the observable prices of services or products sold separately in comparable
circumstances to a similar customer. We typically establish an SSP range for our products and services that are
reassessed on a periodic basis or when facts and circumstances change. In other instances, we may not be able to
establish an SSP range based on observable prices, and we estimate the SSP by considering multiple factors including,
but not limited to, overall market conditions, including geographic or regional specific factors, competitive positioning,
competitor actions, internal costs, profit objectives, and pricing practices.
(♣) Determining whether we are acting as a principal or an agent for subcontractor services or third-party vendor services
requires judgment. In certain arrangements, revenue from sales of third-party vendor products or services are recorded
net of costs when we are acting as an agent between the customer and the vendor, and gross when we are the principal
for the transaction. To determine whether we are an agent or principal, we consider whether we obtain control of the
services or products before they are transferred to the customer. In making this evaluation, several factors are considered,
most notably whether we have primary responsibility for fulfillment to the customer, as well as inventory risk and pricing
discretion.
Contract Costs
Certain eligible, non-recurring costs incurred in the initial phases of service contracts are capitalized and amortized ratably
over the expected period of benefit, which includes anticipated contract renewals or extensions. Recurring operating costs
in these contracts are recognized as incurred.
Advertising
Advertising costs, which primarily consist of outside marketing services, trade shows and conferences, sponsorships, and
other general costs associated with marketing the Company’s products and services, are expensed as incurred.
Advertising expense was $16 million, and $14 million for the years ended December 31, 2024 and 2023, respectively.
Research and Development Costs
Research and development costs (“R&D”), which principally include employee compensation costs, are expensed as
incurred, as the criteria to capitalize development costs have not been met, as described below in the Capitalized
Software Development Costs policy.
Cash and Cash Equivalents
Cash and cash equivalents consist primarily of highly liquid investments purchased with an original maturity of three
months or less at the date of acquisition, such as bank deposits, money market funds, and interest bearing bank accounts
with insignificant interest rate risk.
Restricted Cash and Cash Equivalents
Restricted cash is also maintained for interactive digital player deposits and in certain jurisdictions where we are required
by gaming regulations to maintain sufficient reserves in restricted cash accounts to be used for the purpose of funding
payments to WAP jackpot winners. These amounts are restricted based on the contracts with our customers or local
regulations.
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Allowance for Expected Credit Losses
We maintain an allowance for expected credit losses on receivables measured as the difference between the cash flows
due in accordance with the contract and the cash flows we expect to receive. The allowance is regularly reviewed by
considering factors such as the creditworthiness of our customers, historical experience, aging of receivables, current
market and economic conditions, as well as management’s expectations of future conditions. The allowance is deducted
from the amortized cost basis of the receivable to present the net amount expected to be collected.
We estimate expected credit losses on receivables on a collective (pool) basis when similar risk characteristics exist.
Trade and other receivables and customer financing receivables represent the initial pools which are segregated further
by business segment, geography, internal risk rating, and aging. The risk of loss is assessed over the contractual life of
the receivables and we adjust historical loss rates for current and future conditions based on qualitative considerations.
The expected loss rate for each receivable pool is applied to the aggregate receivable balance to determine the allowance
requirement.
For amounts due from the majority of our Lottery customers, we have not established an allowance as we have no
expectation of loss based on a long history of no credit losses and the explicit guarantee of a sovereign entity.
Inventories
Inventories are stated at the lower of cost (applying the first in, first out method) and net realizable value. Allowances are
made for defective, obsolete, or excess inventory.
Upfront License Fees
We periodically make long-term investments in contracts with customers and obtain licenses to supply products and
services to our customers. As consideration, we pay license fees, which are classified as other non-current assets in the
consolidated balance sheet. We recognize the amortization of the license fees as a reduction of service revenue over the
estimated economic life of the license term. This method reflects the pattern in which economic benefits are expected to
be realized. The recoverability of each payment is subject to significant estimates about future revenues related to the
contracts’ future cash flows. We evaluate these assets for impairment and update amortization rates on an agreement by
agreement basis. The assets are reviewed for impairment whenever events or changes in circumstances indicate their
carrying amount may not be recoverable. In periods in which payments are made to the customer, we classify the
payment as a cash outflow from operating activities in the consolidated statement of cash flows.
Fair Value Measurements
We account for certain financial assets and liabilities at fair value. Financial assets and liabilities are categorized, based
on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest
priority to the use of observable inputs and the lowest priority to the use of unobservable inputs. When inputs used to
measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is
categorized is based on the lowest level input that is significant to the fair value measurement. These levels are as
follows:
•
Level 1 - inputs are based upon unadjusted quoted prices for identical instruments in active markets
•
Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical
or similar instruments in markets that are not active, and model-based valuation techniques for which all significant
inputs are observable in the market or can be corroborated by observable market data for substantially the full term
of the instruments
•
Level 3 - inputs are unobservable and typically reflect management’s estimates of assumptions that market
participants would use in pricing the asset or liability
The carrying values of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts
payable, and short-term borrowings are recorded at cost, which approximates their fair values, primarily due to their short-
term nature.
Derivative Financial Instruments
We use derivative financial instruments for the management of foreign currency risks. We do not enter into derivatives for
speculative purposes. Derivatives are recognized as either assets or liabilities in the consolidated balance sheet at fair
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value. All derivatives are recorded gross, except netting of foreign exchange contracts and counterparty netting of interest
receivable and payable related to interest rate swaps, as applicable. The accounting for changes in the fair value of a
derivative depends on the nature of the hedge and the hedge effectiveness. Cash flows from our derivatives are reported
in the consolidated statement of cash flows consistent with the classification of the cash flows from the underlying hedged
items.
For derivative instruments designated as cash flow hedges, gains and losses are recorded in other comprehensive loss,
net of tax and are subsequently reclassified when the hedged item affects earnings. At that time, the amount is
reclassified from other comprehensive loss, net of tax to the same income statement line as the earnings effect of the
hedged item.
Changes in the fair value of derivative instruments not designated as hedges are recorded in foreign exchange (gain) loss,
net in the consolidated statement of operations.
Systems, Equipment and Other Assets Related to Contracts, Net and Property, Plant and Equipment, Net
We have two categories of fixed assets: systems, equipment and other assets related to contracts (“Systems &
Equipment”) and property, plant and equipment (“PPE”).
Systems & Equipment are assets that primarily support our operating contracts, FMCs, and WAP systems (collectively,
the “Contracts”) and are principally composed of lottery and gaming assets. PPE are assets we use internally, not
associated with Contracts, primarily related to production and assembly, selling, general and administration, and R&D.
Systems & Equipment and PPE are stated at cost, net of accumulated depreciation and accumulated impairment loss, if
any. Costs incurred for Systems & Equipment and PPE not yet available for use are classified as construction in progress
and are not depreciated until available for use. Depreciation is recognized on a straight-line basis over the estimated
useful lives of the assets. Repair and maintenance costs are expensed as incurred, whereas major improvements that
increase asset values and extend useful lives are capitalized.
Systems & Equipment and PPE are tested for impairment whenever events or changes in circumstances indicate the
carrying amount of those assets may not be recoverable. If the recoverable amount of an asset is estimated to be less
than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount.
We calculate our recoverable amount as fair value less costs to dispose.
Leases
We determine whether a contract is or contains a lease at inception. As a lessee, we recognize right-of-use (“ROU”)
assets and lease liabilities on the lease commencement date based on the present value of lease payments over the
lease term. ROU assets also include any upfront lease payments or initial direct costs and are adjusted for lease
incentives received.
We consider renewal and termination options, including whether they are reasonably certain to be exercised, in
determining the lease term and establishing the ROU assets and lease liabilities. ROU assets and lease liabilities are
calculated using our incremental borrowing rate, which is based on the lease currency and length of the lease, unless the
implicit rate is determinable.
Most of our lease contracts contain both lease and non-lease components. As a lessee, we combine lease and non-lease
components into a single lease component for all classes of underlying assets except certain communication equipment.
For certain communication equipment, we allocate the consideration between lease and non-lease components based on
relative standalone price.
Variable lease payments are generally expensed as incurred except for certain rent payments that depend on an index,
which are included in lease payments using the index rate in effect as of the lease commencement date. When the lease
payments are adjusted for changes in the index, we remeasure the ROU asset and lease liability.
Short-term leases, which are leases with an initial term of 12 months or less with no purchase options that are reasonably
certain of exercise, are not recognized on the balance sheet. The rental payments are recognized as lease expense on a
straight-line basis over the lease term.
Certain of our long term lottery arrangements include leases for equipment installed at customer locations. As the lessor,
we evaluate whether the leases are classified as finance or operating leases and recognize revenue based on that
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evaluation. Finance leases are recognized as product sale revenue while operating leases are recognized as service
revenue.
Goodwill
The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their
estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the
underlying identifiable net assets of acquired businesses, and is stated at cost less accumulated impairment losses.
(♦) Goodwill is tested for impairment annually, in the fourth quarter, and whenever events or changes in circumstances
indicate the carrying amount may be impaired. The goodwill impairment test compares the recoverable amount of a cash-
generating unit with its carrying amount and an impairment loss is recognized for the amount by which the carrying
amount exceeds the cash-generating unit’s recoverable amount. In performing the goodwill impairment test, we estimate
the recoverable amount of the cash-generating units using an income approach based on projected discounted cash
flows. When certain qualitative criteria are met, we will use the most recently calculated recoverable amount from a
preceding period in the impairment test.
Goodwill is tested for impairment at the cash-generating unit level, which is the same level as our single operating
segment.
Capitalized Software Development Costs
Costs incurred in the development of our externally-sold software products are expensed as incurred, except certain costs
incurred subsequent to establishing technological feasibility and through the general release of the software products
which are capitalized. Capitalized costs are amortized over the products’ estimated useful life to cost of product sales in
the consolidated statement of operations.
Costs incurred during the application development phase of software for services provided to customers are capitalized as
internal-use software within Systems, equipment and other assets related to contracts, net and Intangible assets, net -
Computer software and amortized over the useful life to cost of services in the consolidated balance sheet and
consolidated statement of operations, respectively.
Costs incurred during the application development of software for internal use, and not for use in services provided to
customers, are capitalized within Property, plant and equipment, net and amortized over the useful life to selling, general
and administrative expenses in the consolidated balance sheet and consolidated statement of operations, respectively.
Intangible Assets
Intangible assets, which include indefinite-lived and definite-lived intangible assets, are stated at cost, less accumulated
amortization and accumulated impairment losses.
Indefinite-lived intangible assets are composed of trademarks for which there is no foreseeable limit of the period over
which they are expected to generate net cash inflows. Definite-lived intangible assets, which are primarily composed of
customer relationships, computer software and game library, developed technologies, and licenses, are capitalized and
amortized on a straight-line basis over their estimated useful lives. Estimated useful lives are determined considering the
period the assets are expected to contribute to future cash flows. Amortization of intangibles is included in cost of
services, cost of product sales, or selling, general and administrative expenses in the consolidated statement of
operations depending on the use and nature of the asset.
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the
difference between the tax basis of assets and liabilities and their reported amounts using the substantively 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 not
recorded 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. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation
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authority will accept an uncertain tax treatment. We measure our tax balances either based on the most likely amount or
the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.
We use the period cost method for global intangible low-taxed income (“GILTI”) provisions and therefore have not
recorded deferred taxes for basis differences expected to reverse in future periods.
We have not recorded a deferred tax liability in respect of any future remittance of earnings of foreign subsidiaries where
we are able to control the remittance of earnings and it is probable that such earnings will not be remitted in the
foreseeable future, or where no liability would arise on the remittance.
Process for Disclosure and Recording of Liabilities Related to Legal Proceedings
(♦) Many lawsuits and claims involve highly complex legal and related issues, including issues relating to causation,
evidence, and alleged actual damages, all of which are otherwise subject to substantial uncertainties. Assessments of
lawsuits and claims can involve a series of complex judgments about future events and can rely heavily on estimates and
assumptions. When making determinations about recording liabilities related to legal proceedings, we comply with the
requirements of IAS 37, Provisions, Contingent Liabilities and Contingent Assets, and related guidance, and record
liabilities in those instances where we can reasonably estimate the amount of the loss and when the loss is probable.
Where the reasonable estimate of the probable loss is a range of possible outcomes, we record as an accrual in the
financial statements the most likely estimate of the loss, or the midpoint of the range if there is no one best estimate and
any point in a continuous range is as likely as any other. We either disclose the amount of a possible loss or range of loss
in excess of established accruals if estimable, or state that such an estimate cannot be made. We disclose significant
legal proceedings even where liability is not probable or the amount of the liability is not estimable, or both, if we believe
there is at least a reasonable possibility that a loss may be incurred. All legal costs are expensed as incurred.
Because legal proceedings are subject to inherent uncertainties, and unfavorable rulings or developments could occur,
there can be no certainty that we may not ultimately incur charges in excess of presently recorded liabilities. Many of the
matters described are at preliminary stages or seek an indeterminate amount of damages. It is not uncommon for claims
to be resolved over many years. A future adverse ruling, settlement, unfavorable development, or increase in accruals for
one or more of these matters could result in future charges that could have a material adverse effect on our results of
operations or cash flows in the period in which they are recorded. Based on experience and developments, we reexamine
our estimates of probable liabilities and associated expenses and receivables each quarterly period, and whether we are
able to estimate a liability previously determined to be not estimable and/or not probable. Where appropriate, we make
additions to or adjustments of our estimated liabilities. As a result, the current estimates of the potential impact on our
consolidated financial position, results of operations, and cash flows for the legal proceedings and claims pending against
us could change in the future.
Foreign Currency Translation and Foreign Currency Transactions
The financial statements of subsidiaries with functional currencies other than the U.S. dollar are translated into U.S.
dollars, with the resulting translation adjustments recorded as a component of other reserves within shareholders’ equity.
Assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, while
income and expense items are translated using the average exchange rates during the period.
Subsidiaries with monetary assets and liabilities denominated in a currency other than the functional currency of the
subsidiary are subject to remeasurement, the impact of which is recorded in foreign exchange (gain) loss, net, net in the
consolidated statement of operations.
Stock-Based Compensation
Stock-based compensation expense represents the cost related to stock-based awards granted to directors and
employees. Stock-based compensation cost is measured at the grant date or modification date, based on the estimated
fair value of the award and recognized as expense, net of estimated forfeitures, over the vesting periods. For awards
subject to cliff vesting, compensation cost is recognized by way of a straight-line method over the award’s expected
vesting period. For awards subject to graded vesting, compensation cost is recognized by way of an accelerated
attribution method over the entire awards’ expected vesting periods. The credit entry for stock-based compensation
expense is recognized within Share Premium and Equity Reserves.
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3.
Discontinued Operations and Assets Held for Sale
IGT Gaming Discontinued Operations and Assets Held for Sale
On July 26, 2024, the Parent and Everi entered into the Transaction Agreements whereby IGT Gaming and Everi will be
simultaneously acquired in the Proposed Transaction. Under the terms of the Transaction Agreements, the Parent will
receive approximately $4.05 billion in cash, subject to customary transaction adjustments in accordance with the
Transaction Agreements, for IGT Gaming. Following the closing of the Proposed Transaction, the Combined Company will
be privately owned and the Parent’s shareholders will have no further equity ownership of IGT Gaming, except for De
Agostini S.p.A’s investment referenced in the section headed “Business Overview” on page 9. The Proposed Transaction,
which is expected to be completed by the end of the third quarter of 2025, is subject to the satisfaction of customary
closing conditions, including, among others: (i) final approval by Everi’s stockholders, which was received on November
14, 2024; (ii) clearance of U.S. anti-trust review, with the waiting period having expired on November 20, 2024; and (iii)
receipt of regulatory approvals from gaming regulators in the jurisdictions where the Combined Company will operate.
The criteria for reporting the IGT Gaming disposal group as held for sale were met upon entering into the Transaction
Agreements. The Proposed Transaction represents a strategic shift that will have a major effect on the Company’s
operations and financial results and accordingly, IGT Gaming is presented in the accompanying consolidated financial
statements as a discontinued operation for all periods presented. The prior period comparatives in the consolidated
balance sheet are not restated.
The following represents the major classes of the IGT Gaming assets and liabilities held for sale:
December 31,
($ in millions)
2024
Assets:
Cash and cash equivalents
63
Trade and other receivables, net
321
Inventories, net
153
Other current assets
254
Systems, equipment and other assets related to contracts, net and Property, plant and equipment, net
408
Goodwill
1,783
Intangible assets, net
1,429
Other non-current assets
283
Assets held for sale
4,693
Liabilities:
Accounts payable
139
Other current liabilities
410
Deferred income taxes
142
Other non-current liabilities
443
Liabilities held for sale
1,133
At December 31, 2024 and December 31, 2023, there were no other disposal groups that met the requirements to be
classified as held for sale included in assets held for sale in our consolidated balance sheet.
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Shown below is the summarized statement of operations and selected cash flows for the IGT Gaming discontinued
operations:
For the year ended December 31,
($ in millions)
2024
2023
Total revenue
1,810
1,781
Total cost of revenue
784
881
Selling, general and administrative
366
412
Other expense, net
257
257
Income from discontinued operations before provision for income taxes
403
231
Provision for income taxes
75
98
Income from discontinued operations, net of tax
328
132
Less: Net income attributable to non-controlling interests from discontinued operations
6
2
Income from discontinued operations attributable to IGT PLC
322
130
Continuing Involvement
We expect to have continuing involvement with the IGT Gaming business via a transition services agreement (“TSA”). As
part of the TSA, we expect to provide various services such as information technology (i.e. data center hosting), human
resources (i.e. payroll and benefits), and other back-office services for which we will receive compensation. These
services generally expire after no more than two years after the Proposed Transaction closes.
In addition, the Company and IGT Gaming will license or sublicense certain software, brands, and intellectual property to
one another, which are subject to expiration based on the underlying contractual or statutory terms.
With respect to our 60.0% ownership in Rhode Island VLT Company LLC (“RI VLT”), we expect to retain our ownership
interest, but will enter into a management contract with IGT Gaming transferring the economic benefits to IGT Gaming
following the closing of the Proposed Transaction.
For the year ended December 31,
Selected Cash Flows from Discontinued Operations ($ millions)
2024
2023
Depreciation and amortization
185
324
Cash paid during the period for:
Interest
11
12
Income taxes
98
56
Capital expenditures
222
252
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4. Revenue Recognition
Disaggregation of Revenue
The following table summarizes revenue disaggregated by the source of the revenue:
For the year ended December 31,
($ in millions)
2024
2023
Operating and facilities management contracts, gross
2,498
2,494
Upfront license fee amortization
(190)
(191)
Operating and facilities management contracts, net
2,308
2,304
Systems, software, and other
55
54
Service revenue
2,363
2,357
Product sales
149
171
Total revenue
2,512
2,528
Refer to Note 25. Segment Information for revenues by geographical location.
Sources of Revenue
Service Revenue
Service revenue is derived from the following sources:
•
Operating and facilities management contracts, net; and
•
Systems, software, and other
Operating and facilities management contracts, net
Our revenue from operating contracts is derived primarily from long-term exclusive operating licenses in Italy. Under
operating contracts, we manage all the activities along the lottery value chain including creating games, determining
payouts, collecting wagers through our network, paying out prizes, managing all accounting and other back-office
functions, running advertising and promotions, operating data transmission networks and processing centers, training
staff, providing retailers with assistance, supplying materials including play slips, tickets, and receipts, and marketing and
point-of-sale materials for the game. In most cases, the arrangement is accounted for as a single performance obligation
composed of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e.,
distinct days of service).
Under operating contracts, we typically satisfy the performance obligation and recognize revenue over time because the
customer simultaneously receives and consumes the benefits provided as we perform the services. The amount of
consideration to which we are typically entitled is variable based on a percentage of sales. Revenue is typically
recognized in the amount that we have the right to invoice the customer as this corresponds directly with the value to the
customer of our performance completed to date. In arrangements where we are performing services on behalf of the
government and the government is considered our customer, revenue is recognized net of prize payments, taxes, retailer
commissions, and remittances to state authorities. Under operating contracts, we are generally required to pay an upfront
license fee. Refer to the Upfront License Fees policy above for further details.
Our revenue from FMCs is generated by designing, installing, and operating the online lottery system and retail terminal
network. Under a typical FMC, we maintain ownership of the technology and equipment, and we are responsible for
capital investments throughout the duration of the contract, although investments are generally concentrated during the
early years, while the lottery authority maintains, in most instances, responsibility for the overall lottery operations. FMCs
typically include a wide range of services to lottery customers related to the technology, equipment, and facilities such as
hosting, maintenance, marketing, and other support services. We generally provide our lottery customers retailer terminal
and communication network equipment through operating leases. In most cases, the arrangement is accounted for as a
single performance obligation composed of a series of distinct services that are substantially the same and that have the
same pattern of transfer. Under FMCs, we typically satisfy the performance obligation and recognize revenue over time
because the customer simultaneously receives and consumes the benefits provided as we perform the services. The
amount of transaction price to which we are entitled is typically variable based on a percentage of the sales of all lottery
tickets, including draw-based or instant ticket games, although under certain of our agreements, we may receive fixed
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fees for certain goods or services. Revenue is typically recognized in the amount that we have the right to invoice the
customer, as this corresponds directly with the value to the customer of our completed performance.
Systems, software, and other
Our lottery contracts generally include other services, including telephone support, software maintenance, hardware
maintenance, and the right to receive unspecified upgrades or enhancements on a when-and-if-available basis, and other
professional services including software development. Fees earned for other services are generally recognized as service
revenue in the period the service is performed (i.e., over the support period).
We also develop technology to enable lotteries to offer commercial services over their existing lottery infrastructure or over
standalone networks separate from the lottery. Leveraging our distribution network and secure transaction processing, we
offer high-volume processing of commercial transactions including prepaid cellular telephone recharges, bill payments, e-
vouchers and retail-based programs, electronic tax payments, stamp duty services, prepaid card recharges, and money
transfers. These services are primarily offered outside of North America. In most cases, these arrangements are
considered to be short in duration. The amount of transaction price that we are typically entitled to is variable based on the
number of transactions processed. Revenue is typically recognized in the amount that we have the right to invoice the
customer as this corresponds directly with the value to the customer of our completed performance.
Product Sales
Product sales are derived from lottery products:
Product sales revenue primarily includes the sale of lottery equipment, lottery systems, and printed products.
Our revenue from the sale or sales-type lease of lottery systems and equipment typically includes multiple performance
obligations, where we assemble, sell, deliver, and install turnkey lottery systems or lottery equipment (inclusive of point-of-
sale terminals, if applicable) or deliver equipment and license the computer software for a fixed price. The lottery authority
maintains, in most instances, responsibility for lottery operations. Our credit terms are predominantly short-term in nature.
Revenue from the sale of lottery systems and equipment is recognized based upon the contractual terms of each
arrangement. These arrangements generally include customer acceptance provisions and general rights to terminate the
contract if we are in breach of the contract. In some arrangements, the performance obligation is satisfied over time if the
customer controls the asset as it is created (i.e., when the asset is built at the customer site) or if our performance does
not create an asset with an alternative use and we have an enforceable right to payment plus a reasonable profit for
performance completed to date. If revenue is not recognized over time, it is generally recognized upon transfer of physical
possession of the goods or the satisfaction of customer acceptance provisions. If the transaction includes multiple
performance obligations, it is accounted for under arrangements with multiple performance obligations, discussed below.
Our other lottery product sales are primarily derived from the production and sales of instant tickets and related services
under instant ticket services contracts. Instant ticket services contracts are priced based on a percentage of ticket sales
revenue or on a price per unit basis. In these arrangements, the performance obligation is generally satisfied at a point in
time (i.e., upon transfer of control of the instant tickets to the customer) based on the contractual terms of each
arrangement.
Contract Balances
Contract assets reflect revenue recognized in advance of invoicing our customer. The amount of contract assets, which is
included within other current assets and other non-current assets in the consolidated balance sheet, was $48 million and
$147 million at December 31, 2024 and December 31, 2023, respectively.
Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. The
amount of contract liabilities, which is included within other current liabilities and other non-current liabilities in the
consolidated balance sheet, was $61 million and $112 million at December 31, 2024 and December 31, 2023,
respectively.
The amount of revenue recognized during the years ended December 31, 2024 and 2023 that was included in the
contract liabilities balance at the beginning of each period was $25 million and $62 million (of which $28 million related to
continuing operations), respectively.
Financial Statements
Annual Report and Accounts 2024
Page | 118
Transaction Price Allocated to Remaining Performance Obligations
At December 31, 2024, the transaction price allocated to unsatisfied performance obligations for contracts expected to be
greater than one year, or performance obligations for which we do not have a right to consideration from the customer in
the amount that corresponds to the value to the customer for our performance completed to date, variable consideration
which is not accounted for in accordance with the sales-based or usage-based royalties guidance, or contracts which are
not wholly unperformed, is approximately $853 million. Of this amount, we expect to recognize as revenue approximately
25% within the next 12 months, approximately 33% between 13 and 36 months, approximately 21% between 37 and 60
months, and the remaining balance through July 9, 2036.
5. Trade and Other Receivables, net
Trade and other receivables are recorded at amortized cost, net of allowance for credit losses, and represent a contractual
right to receive money on demand or on fixed or determinable dates that are typically short-term with payment due within
90 days or less.
December 31,
($ in millions)
2024
2023
Trade and other receivables, gross
469
692
Allowance for credit losses (1)
(1)
(7)
Trade and other receivables, net
468
685
(1) As of and for the year ended December 31, 2024, balances and activity related to the allowance for credit losses were immaterial.
The following table presents the activity in the allowance for credit losses:
December 31,
($ in millions)
2023
Balance at beginning of year
(11)
Benefits, net
2
Amounts written off as uncollectible
1
Balance at end of year
(7)
We enter into various factoring agreements with third-party financial institutions to sell certain of our trade receivables. We
factored trade receivables of $403 million and $373 million during the years ended December 31, 2024 and 2023,
respectively, under these factoring arrangements. The cash received from these arrangements is reflected as net cash
provided by operating activities in the consolidated statement of cash flows. In certain of these factoring arrangements, for
ease of administration, we will collect customer payments related to the factored gross receivables, including our trade
receivables, which we then remit to the financial institutions. At December 31, 2024 and 2023, we had $152 million and
$133 million, respectively, that was collected on behalf of the financial institutions and recorded as other current liabilities
in the consolidated balance sheet. The net cash flows relating to these collections are reported as financing activities in
the consolidated statement of cash flows.
The following table presents an analysis of our past due trade and other receivables, gross of allowance for credit losses:
December 31, 2024
December 31, 2023
($ in millions)
$
%
$
%
Current
447
95.4 %
597
86.3 %
Past due
22
4.6 %
95
13.7 %
469
100.0 %
692
100.0 %
As of December 31, 2024 and December 31, 2023, approximately 92% and 61%, respectively, of past due trade
receivables were less than 31 days past due, approximately 2% and 21%, respectively, were 31 to 90 days past due, and
the remaining balances were greater than 91 days past due.
Financial Statements
Annual Report and Accounts 2024
Page | 119
6. Inventories, net
December 31,
($ in millions)
2024
2023
Raw materials
25
208
Work in progress
3
38
Finished goods
87
90
Inventories, gross
114
335
Obsolescence reserve (1)
(2)
(18)
Inventories, net
113
317
(1) As of and for the year ended December 31, 2024, balances and activity related to excess and obsolete inventory reserves were immaterial.
The following table presents the activity in the obsolescence reserve:
December 31,
($ in millions)
2023
Balance at beginning of year
(22)
Provisions, net
(10)
Amounts written off
14
Balance at end of year
(18)
The cost of inventories related to product sales that were recognized as an expense during 2024 and 2023 was $112
million and $106 million, respectively.
7. Other Assets
Other Current Assets
December 31,
($ in millions)
Notes
2024
2023
Prepaid expenses
42
46
Income taxes receivable
12
34
Deferred costs
12
26
Value-added tax receivable
12
21
Other tax receivables
10
22
Contract assets
4
9
55
Customer financing receivables, net
4
147
Other
24
36
125
387
Financial Statements
Annual Report and Accounts 2024
Page | 120
Other Non-Current Assets
Amortization Start
Date (1)
December 31,
($ in millions)
License Term
Notes
2024
2023
Upfront license fees, net:
Italian Scratch & Win
9 years
October 2019
346
467
Italian Lotto
9 years
December 2016
83
184
New Jersey
15 years, 9 months
October 2013
39
48
Indiana
16 years, 1 month
June 2015
6
7
Rhode Island
20 years, 6 months
January 2023
3
26
478
732
Contract assets
4
39
92
Deferred income taxes
19
37
50
Customer financing receivables, net
1
70
Other
62
75
617
1,018
(1) Upfront license fees are amortized on a straight-line basis.
Customer Financing Receivables
Customers' payment terms for customer financing receivables are confirmed with a written financing contract, lease
contract, or promissory note and a security agreement is typically signed by the parties granting us a security interest in
the related products sold or leased. Customer financing interest income is recognized based on market rates prevailing at
issuance.
Customer financing receivables are recorded at amortized cost, net of any allowance for credit losses. Amounts related to
customer financing receivables at December 31, 2024 on a continuing operations basis are immaterial and at December
31, 2023 are classified in the consolidated balance sheet as follows:
December 31, 2023
($ in millions)
Current
Assets
Non-Current
Assets
Total
Customer financing receivables, gross
178
76
254
Allowance for credit losses
(31)
(6)
(37)
Customer financing receivables, net
147
70
217
The following table presents the activity in the allowance for credit losses:
December 31,
($ in millions)
2023
Balance at beginning of year
(52)
Benefits, net
4
Amounts written off as uncollectible
11
Balance at end of year
(37)
Financial Statements
Annual Report and Accounts 2024
Page | 121
8. Fair Value Measurements
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of December 31, 2024, the carrying amounts of our significant financial assets and liabilities measured at fair value on
a recurring basis are as follows:
December 31, 2024
($ in millions)
Balance Sheet Location
Level 1
Level 2
Level 3
Total Fair
Value
Assets:
Derivative assets
Other current assets
—
6
—
6
Equity investments
Other non-current assets
5
—
—
5
Liabilities
Derivative liabilities
Other current liabilities
—
48
—
48
As of December 31, 2023, the carrying amounts of financial assets and liabilities measured at fair value included
derivative assets, equity investments, and derivative liabilities of $2 million, $6 million, and $5 million, respectively.
Derivative assets and liabilities classified as Level 2 were derived from quoted market prices for similar instruments or by
discounting the future cash flows with adjustment for credit risk as appropriate. All significant inputs were derive from or
corroborated by observable market data including current forward exchange rates, among others.
Financial Assets and Liabilities Not Carried at Fair Value
The carrying amounts and fair value hierarchy classification of our significant financial assets and liabilities not carried at
fair value as of December 31, 2024 and 2023 are as follows:
December 31, 2024
($ in millions)
Carrying
Amount
Level 1
Level 2
Level 3
Total Fair
Value
Assets:
Equity investments
11
—
—
11
11
Liabilities:
Debt (1)
5,361
—
5,346
—
5,346
Amounts related to customer financing receivables and jackpot liabilities at December 31, 2024 on a continuing operations
basis are immaterial.
December 31, 2023
($ in millions)
Carrying
Amount
Level 1
Level 2
Level 3
Total Fair
Value
Assets:
Customer financing receivables, net
217
—
—
217
217
Equity investments
11
—
—
11
11
Liabilities:
Jackpot liabilities
155
—
—
135
135
Debt (1)
5,655
—
5,620
—
5,620
(1) Excludes short-term borrowings. The fair value is determined based on quoted market prices for identical or similar instruments.
Level 3 equity investments are measured at cost, less impairment, plus or minus changes resulting from observable price
changes, which approximates fair value.
9. Derivative Financial Instruments
We use derivative hedging instruments, principally foreign currency forward contracts and interest rate swaps, for the
purpose of managing currency risks and interest rate risk arising from our operations and sources of financing.
Financial Statements
Annual Report and Accounts 2024
Page | 122
Cash Flow Hedges
The notional amount of foreign currency forward contracts, designated as cash flow hedges, outstanding at December 31,
2024 and 2023 were $68 million and $78 million, respectively. The amount recorded within other comprehensive (loss)
income at December 31, 2024 is expected to impact the consolidated statement of operations in 2025.
Refer to Note 21 – Shareholders’ Equity - Other Reserves for further information.
Derivatives Not Designated as Hedging Instruments
The notional amount of foreign currency forward contracts, not designated as hedging instruments, outstanding at
December 31, 2024 and 2023 was $942 million and $394 million, respectively.
Included in the outstanding foreign currency forward contracts at December 31, 2024, was a forward contract entered into
in the third quarter of 2024 related to anticipated proceeds from the Proposed Transaction. Specifically, the Company
entered into deal-contingent foreign exchange forward contracts for a notional amount of €450 million, with no upfront
cash cost, to manage its exposure to foreign currency exchange rate fluctuations of the U.S. denominated proceeds
against the Euro. The forward contracts will net cash settle if the deal closes by November 21, 2025. Unrealized losses of
$34 million as of December 31, 2024 have been recognized within foreign exchange (gain) loss, net in the consolidated
statement of operations.
10. Financial Risk Management
Our activities expose us to a variety of market risks including interest rate risk and foreign currency exchange rate 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 foreign currency forward contracts, for the purpose 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 and disclosures regarding derivatives are set out in Note 2 – Summary of Material Accounting Policy
Information, and Note 9 – Derivative Financial Instruments.
The following section provides qualitative and quantitative disclosures on the effects that these risks may have. The
quantitative data reported below does not have any predictive value and does not reflect the complexity of the markets or
reactions which may result from any changes that are assumed to have taken place.
Interest Rate Risk
Indebtedness
Our exposure to changes in market interest rates relates primarily to its 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.
At December 31, 2024 and 2023, approximately 25% and 28% of our Net debt portfolio was exposed to interest rate
fluctuations, respectively. Our exposure to floating rates of interest primarily relates to the Revolving Credit Facilities and
Euro Term Loan Facilities due January 2027. At December 31, 2024 and December 31, 2023, we did not hold any interest
rate swaps.
A hypothetical 100 basis points increase in interest rates for 2024 and 2023, would have resulted in approximately $9
million and $11 million, of incremental interest expense attributed to continuing operations, respectively, and approximately
$4 million of incremental interest expense attributed to discontinued operations for both periods.
Financial Statements
Annual Report and Accounts 2024
Page | 123
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 our subsidiaries enter 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 allows for price adjustments should a material change in foreign
exchange rates occur), (ii) creating a natural hedge by netting receipts and payments, (iii) utilizing foreign currency
borrowings, and (iv) where applicable, by entering into foreign currency forward and option contracts.
The principal foreign currency to which we are exposed is the euro. A hypothetical 10% devaluation in the U.S. dollar
against the euro at year end, with all other variables held constant, would have resulted in lower income from continuing
operations before provision for income taxes of approximately $86 million and $110 million for December 31, 2024 and
2023, respectively. Our euro exposure primarily arises from euro denominated long-term debt. Based on our long-term
forecast, we undertake to match and maintain the mix of euro denominated debt to the mix of euro sourced EBITDA.
From time to time, our subsidiaries 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.
At December 31, 2024, our subsidiaries had forward contracts for the sale of approximately $93 million of foreign currency
(primarily euro, Canadian dollar, Swiss franc, New Taiwan dollar, and Colombian Peso) and the purchase of approximately
$918 million of foreign currency (primarily euro, U.S. dollar, British pounds, and Mexican peso), which includes the deal-
contingent foreign exchange forward contracts described in Note 9 – Derivative Financial Instruments and a foreign
exchange forward contract on the Euro Term Loan Facilities installment due January 2025.
At December 31, 2023, our subsidiaries had forward contracts for the sale of approximately $79 million of foreign currency
(primarily Canadian dollar, Australian dollar, Swiss franc, Czech koruna, and New Taiwan dollar) and the purchase of
approximately $229 million of foreign currency (primarily U.S. dollar, British pounds, Canadian dollar, euro, and Mexican
peso).
Translation Risk
Certain of our subsidiaries are located in countries that are outside of the U.S., in particular the Eurozone. As our reporting
currency is the U.S. dollar, the income statements of those entities are converted into U.S. dollars using the average
exchange rate for the period, and while revenues and costs are unchanged in local currency, changes in exchange rates
may lead to effects on the converted balances of revenues, costs, and the result in U.S. dollars. The monetary assets and
liabilities of consolidated entities that have a reporting currency other than the U.S. dollar are translated into U.S. dollars at
the period-end foreign exchange rate. The effects of these changes in foreign exchange rates are recognized directly in
the consolidated statement of shareholders’ equity within other reserves.
Our foreign currency exposure primarily arises from changes between the U.S. dollar and the euro. A hypothetical 10%
decrease in the U.S. dollar to euro exchange rate, with all other variables held constant, would have increased equity by
$60 million and $36 million for 2024 and 2023, respectively.
Capital Management
The primary goal of our capital management strategy is to ensure strong credit ratings and healthy financial ratios (as
described for our debt facility covenants) in order to support our business while maximizing corporate value and reducing
our financial risks. We consider all equity and debt to be managed capital of the Company.
Financial Statements
Annual Report and Accounts 2024
Page | 124
We manage our capital structure and make adjustments based on long-term strategy decisions in light of changes in
economic conditions. Additionally, we seek to preserve an optimal weighted average cost of capital and maintain sufficient
financial flexibility to pursue growth opportunities.
Our capital structure is as follows:
December 31,
($ in millions)
2024
2023
Total Debt (Note 16)
5,368
5,681
Less: Cash and cash equivalents
584
572
Total Net Debt
4,784
5,109
Total Equity
1,963
1,789
11. Systems, Equipment and Other Assets Related to Contracts, net and Property, Plant and Equipment, net
Systems & Equipment, net consists of the following:
($ in millions)
Terminals and
Systems
Furniture and
Equipment
Construction in
Progress
Total
Estimated life (in years)
< 10
5 - 10
Net book value
Balance at December 31, 2022
769
32
97
899
Additions
68
5
102
175
Depreciation
(256)
(10)
—
(266)
Disposals
(5)
—
(2)
(7)
Transfers from inventory
128
—
—
129
Transfers
106
5
(112)
—
Other
(2)
—
—
(2)
Balance at December 31, 2023
809
34
86
928
Additions
8
5
102
114
Depreciation
(147)
(11)
—
(157)
Reclassification as held for sale
(262)
(1)
(42)
(305)
Disposals
(1)
—
—
(1)
Foreign currency translation
1
(1)
(5)
(5)
Transfers
86
7
(87)
6
Other
2
—
—
2
Balance at December 31, 2024
495
33
53
581
Balance at December 31, 2023
Cost
2,843
131
86
3,059
Accumulated depreciation
(2,034)
(97)
—
(2,131)
Net book value
809
34
86
928
Balance at December 31, 2024
Cost
2,048
146
53
2,247
Accumulated depreciation
(1,553)
(113)
—
(1,666)
Net book value
495
33
53
581
Financial Statements
Annual Report and Accounts 2024
Page | 125
PPE, net consists of the following:
($ in millions)
Land
Buildings
Furniture and
Equipment
Construction in
Progress
Total
Estimated life (in years)
40
5 - 10
Net book value
Balance at December 31, 2022
1
11
80
21
113
Additions
—
3
7
18
28
Depreciation
—
—
(26)
—
(26)
Disposals
—
—
(2)
—
(2)
Foreign currency translation
—
(1)
4
—
2
Transfers
—
1
11
(12)
—
Balance at December 31, 2023
1
14
73
28
115
Additions
—
1
6
21
27
Depreciation
—
—
(13)
—
(14)
Reclassification as held for sale
—
(3)
(33)
(9)
(45)
Foreign currency translation
—
—
5
—
5
Transfers
—
(6)
6
(7)
(6)
Other
—
—
(2)
—
(2)
Balance at December 31, 2024
1
5
43
32
81
Balance at December 31, 2023
Cost
1
67
304
28
399
Accumulated depreciation
—
(53)
(231)
—
(284)
Net book value
1
14
73
28
115
Balance at December 31, 2024
Cost
1
13
290
32
336
Accumulated depreciation
—
(8)
(247)
—
(255)
Net book value
1
5
43
32
81
For the year ended December 31,
($ in millions)
2024
2023
Depreciation expense
171
176
12. Leases
Lessee
We have leases for real estate (warehouses, office space, data centers), vehicles, communication equipment, and other
equipment. Many of our real estate leases include one or more options to renew, while some include termination options.
Certain vehicle and equipment leases include residual value guarantees and options to purchase the leased asset. Many
of our real estate leases include variable payments for maintenance, real estate taxes, and insurance that are determined
based on the actual costs incurred by the landlord.
Financial Statements
Annual Report and Accounts 2024
Page | 126
The classification of our leases in the consolidated balance sheet is as follows:
December 31,
($ in millions)
Balance Sheet Classification
2024
2023
Assets:
ROU asset, net (1)
Right-of-use assets
111
199
Total lease assets
111
199
Liabilities:
Lease liability, current
Other current liabilities
32
47
Lease liability, non-current
Lease liabilities
98
230
Total lease liabilities
130
277
(1) ROU assets are recorded net of accumulated amortization of $182 million and $207 million at December 31, 2024 and 2023, respectively.
ROU asset, net, by class of underlying assets is as follows:
December 31,
($ in millions)
2024
2023
Real estate
102
188
Vehicles
4
5
Other equipment
5
5
Total ROU asset, net
111
199
Components of expense related to leases are as follows:
For the year ended December 31,
($ in millions)
2024
2023
Real estate
25
24
Vehicles
2
3
Other equipment
2
3
Total amortization expense
29
31
Interest expense
7
7
Variable lease costs (1)
17
19
Short-term lease expense
23
19
(1) Includes immaterial amounts related to sublease income.
Maturities of lease liabilities at December 31, 2024 are as follows ($ in millions):
Year
Total (1)
2025
38
2026
33
2027
23
2028
16
2029
13
Thereafter
28
Total lease payments
150
Less: Imputed interest
(20)
Present value of lease liabilities
130
(1) The maturities above exclude leases that have not yet commenced.
Financial Statements
Annual Report and Accounts 2024
Page | 127
Cash flow information and non-cash activity related to leases is as follows:
For the year ended December 31,
($ in millions)
2024
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows
7
7
Finance cash flows
30
30
Non-cash activity:
ROU assets obtained in exchange for lease obligations (net of early terminations)
31
7
13. Restructuring
OPtiMa 3.0
During the third quarter of 2024, we initiated a restructuring plan (“OPtiMa 3.0”) to realign and optimize our cost structure
due to ending of the TSA period after the two Italian dispositions (Italian gaming B2C businesses & Italian commercial
services business) and the Proposed Transaction for the sale of IGT Gaming.
The plan is focused on realigning and optimizing our general & administrative activities. Actions under the plan include the
reduction of approximately 3% of our workforce, the optimization of our real estate footprint given our hybrid workforce
and headcount reductions, and the reduction of other indirect costs previously incurred due to a larger business portfolio.
Employee actions commenced in the third quarter of 2024 and are expected to be completed within the next 12 months.
During the year ended December 31, 2024 we incurred $37 million in severance and related employee costs under the
plan.
2021 Italian Workforce Redundancies
In connection with the sale of our Italian B2C businesses, management agreed to provide to the buyer information
technology and back-office services for a period of one to three years via a TSA. As certain of these services were
concluding, during the fourth quarter of 2021 management performed a detailed review of redundant roles and created a
plan to eliminate certain redundancies as TSA services lapsed, by commencing voluntary early retirement programs.
Since the plan’s inception, we incurred approximately $32 million in severance and related employee costs associated
with these early retirement programs through December 31, 2024, as management and the identified employees reached
a mutual understanding of the separation benefits. Cash payments associated with these programs are expected to be
made through 2030. During the years ended December 31, 2024 and December 31, 2023 we incurred $1 million and $13
million, respectively, of severance and related employee costs under the plan.
The following table summarizes consolidated restructuring expense for all restructuring programs by type of cost:
For the year ended December 31,
($ in millions)
2024
2023
Severance and Related Employee Costs
38
13
Total
38
13
Financial Statements
Annual Report and Accounts 2024
Page | 128
Rollforward of Restructuring Liability
The following table presents the activity in the restructuring liability under the above and other ongoing plans for the years
ended December 31, 2024 and 2023:
($ in millions)
Severance and
Related
Employee Costs
Other
Total
Balance at December 31, 2022
13
—
13
2021 Italian workforce redundancies plan expense, net
13
—
13
Payments
(5)
—
(5)
Reversals of expense and other(1)
1
—
1
Balance at December 31, 2023
21
—
21
2024 OPtiMa 3.0 plan expense, net
37
—
37
Payments under all plans
(12)
—
(12)
Reversals of expense and other(1)
(3)
—
(3)
Impact of update to discount rate
1
—
1
Balance at December 31, 2024
44
—
44
(1) Includes foreign currency translation adjustments
All liabilities are related to severance and related employee costs.
14. Goodwill
Changes in the carrying amount of goodwill consist of the following:
December 31,
($ in millions)
2024
2023
Balance at beginning of year
4,592
4,562
Foreign currency translation
(37)
30
Reclassification as held for sale
(1,798)
—
Balance at end of year
2,758
4,592
Total goodwill at December 31, 2024 and 2023 is net of $1.4 billion of accumulated impairment losses.
Impairment
The process of evaluating potential impairments related to goodwill requires the application of significant judgment.
Goodwill is tested for impairment annually, in the fourth quarter, or whenever events or changes in circumstances indicate
the carrying amount may not be recoverable. If an event occurs that would cause revisions to the estimates and
assumptions used in analyzing the fair value of goodwill, the revision could result in a non-cash impairment loss that could
have a material impact on financial results.
The goodwill impairment test compares the recoverable amount of our cash-generating unit (which is the same as our
reportable segment) with its carrying amount, and an impairment loss is recognized for the amount by which the carrying
amount exceeds the cash-generating unit's recoverable amount.
(♦) We estimate the recoverable amount of the cash-generating unit using either an income approach based on projected
discounted cash flows, a market approach, or a combination of both. The procedures we follow include, but are not limited
to, the following:
•
Analysis of the conditions in, and the economic outlook for, the cash-generating unit;
•
Analysis of general market data, including economic, governmental, and environmental factors;
•
Review of the history, current state, and future operations of the cash-generating unit;
•
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 our market capitalization, total invested capital, the implied market participant acquisition premium,
and supporting qualitative and quantitative analysis.
Financial Statements
Annual Report and Accounts 2024
Page | 129
(♦) Under the income approach, the recoverable amount of the cash-generating unit is determined based on the present
value of the unit's estimated future cash flows, discounted at a risk-adjusted rate. We use internal forecasts for a five-year
period to estimate future cash flows and estimate long-term future growth rates based on internal projections of the long-
term outlook for the cash-generating unit. We use discount rates that are commensurate with the risks and uncertainty
inherent in the cash-generating unit and in internally developed forecasts. The market approach considers comparable
market data based on multiples of earnings before interest, taxes, depreciation and amortization.
Estimating the recoverable amount of the cash-generating unit requires management to use its judgment in making
estimates and making forecasts that are based on a number of factors including forecasted revenue, forecasted operating
profits, terminal growth rates, and weighted-average costs of capital. Actual results may differ from those assumed in
forecasts.
As permitted by IAS 36, Impairment of Assets, the recoverable amounts resulting from the most recent detailed
calculations were used for the 2024 annual impairment test as the standard’s criteria was considered satisfied: the margin
by which the recoverable amount exceeded the cash generating unit’s carrying amount (commonly referred to as
“headroom”) was substantial; there have been no significant changes in the assets and liabilities; and the likelihood that
the recoverable amount would be less than the carrying amount is remote. The date of the most recent detailed
recoverable amount calculation and resulting headroom is as follows:
Date of most recent recoverable amount calculation
Headroom
December 31, 2023
>100%
The key assumptions to which the calculation of fair value less costs of disposals that are most sensitive include the cash-
generating unit’s forecasted EBITDA, long-term growth rates, and discount rate. The values assigned to these key
assumptions reflect IGT’s experience. Reasonably possible changes in any of these key assumptions would not result in a
material difference in the recoverable amount.
As of December 31, 2024, the carrying amount of trademarks with indefinite lives was immaterial. As of December 31,
2023, approximately 63% of the carrying amount of trademarks with indefinite lives were allocated to the Global Lottery
cash-generating unit, approximately 31% to the Global Gaming cash-generating unit and approximately 6% to the
PlayDigital cash-generating unit.
Financial Statements
Annual Report and Accounts 2024
Page | 130
15. Intangible Assets, net
Intangible assets at December 31, 2024 and 2023 are summarized as follows:
Net Book Value
($ in millions)
Customer
relationships
Trademarks
(indefinite-
lived)
Trademarks
(definite-
lived)
Computer
software
and game
library
Licenses
- Other
License -
IP
Developed
technologies
Capitalized
software
development
Other
Total
Balance at December 31, 2022
835
245
65
78
3
75
61
—
9
1,372
Additions
—
—
—
20
1
321
1
33
17
393
Amortization
(114)
—
(7)
(36)
(2)
(29)
(19)
(4)
(3)
(214)
Foreign currency translation
—
—
—
—
—
—
11
—
(8)
3
Write-off and other
—
—
—
(1)
—
—
—
—
(1)
(2)
Balance at December 31, 2023
720
245
58
61
2
367
54
29
15
1,552
Additions
—
1
—
21
4
3
—
—
1
29
Amortization
(9)
—
—
(13)
(3)
—
—
—
(3)
(27)
Reclassification as held for sale
(679)
(245)
(58)
(34)
—
(355)
(50)
(29)
(12) (1,462)
Foreign currency translation
—
—
—
(4)
—
—
—
—
2
(2)
Write-off and other
—
—
—
(3)
2
—
—
—
—
(1)
Balance at December 31, 2024
32
1
—
30
6
16
3
—
2
89
December 31, 2023
Cost
2,331
255
224
922
61
396
286
33
65
4,573
Accumulated amortization
(1,564)
—
(127)
(855)
(59)
(29)
(232)
(4)
(32) (2,901)
Accumulated impairment loss
(47)
(10)
(39)
(7)
—
—
—
—
(18)
(120)
720
245
58
61
2
367
54
29
15
1,552
Weighted average life (in years)
15.6
—
12.7
5.8
4.5
8.5
6.1
1.7
6.2
December 31, 2024
Cost
718
1
—
270
62
16
37
—
25
1,129
Accumulated amortization
(683)
—
—
(240)
(56)
—
(34)
—
(23) (1,036)
Accumulated impairment loss
(3)
—
—
—
—
—
—
—
—
(3)
32
1
—
30
6
16
3
—
2
89
Weighted average life (in years)
15.1
—
—
6.3
4.5
8.1
12.7
—
10.1
Financial Statements
Annual Report and Accounts 2024
Page | 131
For the year ended December 31,
($ in millions)
2024
2023
Amortization expense
27
32
In June 2023, the Company entered into a ten-year licensing agreement with Sony that grants the Company exclusive
rights to the Wheel of Fortune® brand across gaming, lottery, iGaming, and iLottery and non-exclusive rights to distribute
Wheel of Fortune® content for free-to-play social casinos. Minimum guaranteed payments of $313 million under the
agreement are included as a licensed IP asset within intangible assets, net with a corresponding licensing obligation
payable within other non-current liabilities. The licensing agreement is substantially included in assets held for sale as of
December 31, 2024, with approximately $13 million remaining in continuing operations for the continued use of the brand
across lottery and iLottery.
Amortization expense on intangible assets, on a continuing operations basis, for the next five years is expected to be as
follows ($ in millions):
Year
Amount
2025
27
2026
20
2027
13
2028
7
2029
4
71
16. Debt
Our long-term debt obligations consist of the following:
December 31, 2024
December 31, 2023
($ in millions)
Principal
Debt
issuance
cost, net
Other
Total
Principal
Debt
issuance
cost, net
Other
Total
6.500% Senior Secured U.S. Dollar Notes due February 2025
—
—
—
—
500
(1)
—
499
4.125% Senior Secured U.S. Dollar Notes due April 2026
750
(2)
—
748
750
(3)
—
747
3.500% Senior Secured Euro Notes due June 2026
779
(2)
—
777
829
(3)
—
826
6.250% Senior Secured U.S. Dollar Notes due January 2027
750
(2)
—
748
750
(3)
—
747
2.375% Senior Secured Euro Notes due April 2028
519
(2)
—
517
553
(3)
—
550
5.250% Senior Secured U.S. Dollar Notes due January 2029
750
(4)
—
746
750
(5)
—
745
4.250% Senior Secured Euro Notes due March 2030
519
(6)
—
513
—
—
—
—
Senior Secured Notes
4,068
(18)
—
4,050
4,131
(18)
—
4,113
Euro Term Loan Facilities due January 2027
623
(1)
(5)
617
884
(3)
(6)
875
Revolving Credit Facility B due July 2027
334
(2)
—
332
467
(3)
1
465
Revolving Credit Facility A due July 2027
163
(3)
1
161
216
(4)
1
213
Long-term debt, less current portion
5,188
(25)
(3) 5,160
5,699
(29)
(5) 5,665
Euro Term Loan Facilities due January 2027
208
—
—
208
—
—
—
—
Current portion of long-term debt
208
—
—
208
—
—
—
—
Short-term borrowings
—
—
—
—
16
—
—
16
Total debt
5,396
(25)
(3) 5,368
5,714
(29)
(5) 5,681
Financial Statements
Annual Report and Accounts 2024
Page | 132
The principal amount of long-term debt maturing over the next five years and thereafter as of December 31, 2024 is as
follows ($ in millions):
Year
U.S. Dollar
Denominated
Euro
Denominated
Total
2025
—
208
208
2026
750
987
1,737
2027
1,093
569
1,662
2028
—
519
519
2029
750
—
750
2030 and thereafter
—
519
519
Total principal payments
2,593
2,803
5,396
Senior Secured Notes
All of the senior secured notes (the “Notes”) were rated BBB- by Fitch Ratings, Inc. (“Fitch”), Ba1 by Moody’s Investor
Service (“Moody’s”), and BB+ by Standard & Poor’s Ratings Services (“S&P”), at December 31, 2024. The key terms of
the Notes are as follows:
Description
Principal
(in millions)
Effective
Interest Rate
Issuer
Redemption
4.125% Senior Secured U.S. Dollar Notes due April 2026
$750
4.34%
Parent
+
3.500% Senior Secured Euro Notes due June 2026
€750
3.65%
Parent
+
6.250% Senior Secured U.S. Dollar Notes due January 2027
$750
6.41%
Parent
++
2.375% Senior Secured Euro Notes due April 2028
€500
2.50%
Parent
+
5.250% Senior Secured U.S. Dollar Notes due January 2029
$750
5.39%
Parent
+
4.250% Senior Secured Euro Notes due March 2030
€500
4.48%
IGT Lottery
Holdings B.V.
+
+
The issuer of the debt (the “Issuer”) may redeem in whole or in part at any time prior to the first date set forth in the
redemption price schedule at 100% of their principal amount together with accrued and unpaid interest and a make-
whole premium. After such date, the Issuer may redeem in whole or in part at a redemption price set forth in the
redemption price schedule in the indenture governing the applicable Notes, together with accrued and unpaid
interest. The Issuer may also redeem in whole but not in part at 100% of the principal amount together with accrued
and unpaid interest in connection with certain tax events. Upon the occurrence of certain events, the Issuer will be
required to offer to repurchase all of the applicable Notes at a price equal to 101% of their principal amount together
with accrued and unpaid interest.
++
The Parent may redeem in whole or in part at any time prior to the date which is six months prior to maturity at
100% of their principal amount together with accrued and unpaid interest and a make-whole premium. After such
date, the Parent may redeem in whole or in part at 100% of the principal amount together with accrued and unpaid
interest. The Parent may also redeem in whole but not in part at 100% of the principal amount together with
accrued and unpaid interest in connection with certain tax events. Upon the occurrence of certain events, the
Parent will be required to offer to repurchase all of the applicable Notes at a price equal to 101% of their principal
amount together with accrued and unpaid interest.
The Notes issued by the Parent are guaranteed by certain subsidiaries of the Parent and secured by ownership interests
in certain subsidiaries of the Parent, certain intercompany loans with principal balances in excess of $10 million, and
certain accounts receivable. The 4.250% Senior Secured Euro Notes due March 2030 (the “4.250% Notes”) are
guaranteed by the Parent and certain subsidiaries of the Parent, and secured by ownership interests in certain
subsidiaries of the Parent, certain intercompany loans with principal balances in excess of $10 million, and certain
accounts receivable.
Interest on the Notes is payable semi-annually in arrears. The Notes contain customary covenants and events of default.
At December 31, 2024, the issuers were in compliance with such covenants.
On September 18, 2024, IGT Lottery Holdings B.V. issued €500 million of the 4.250% Notes at par. The Parent used the
proceeds primarily to redeem the 6.500% Senior Secured U.S. Dollar Notes due February 2025 in full at par for total
consideration, excluding interest, of $500 million. The Company recorded a $0.4 million loss on extinguishment of debt in
Financial Statements
Annual Report and Accounts 2024
Page | 133
connection with the redemption of the 6.500% Senior Secured U.S. Dollar Notes due February 2025, which is classified in
other non-operating expense, net in the consolidated statement of operations for the year ended December 31, 2024.
Prior to September 15, 2026, IGT Lottery Holdings B.V. may redeem the 4.250% Notes in whole or in part at 100% of their
principal amount together with accrued and unpaid interest and a make-whole premium. From September 15, 2026 to
September 14, 2027, IGT Lottery Holdings B.V. may redeem the 4.250% Notes in whole or in part at 102.125% of their
principal amount together with accrued and unpaid interest. From September 15, 2027 to September 14, 2028, IGT
Lottery Holdings B.V. may redeem the 4.250% Notes in whole or in part at 101.0625% of their principal amount together
with accrued and unpaid interest. On or after September 15, 2028, IGT Lottery Holdings B.V. may redeem the 4.250%
Notes in whole or in part at 100% of their principal amount together with accrued and unpaid interest. Upon the
occurrence of certain events constituting a change of control, IGT Lottery Holdings B.V. may be required to offer to
repurchase all of the 4.250% Notes at a price equal to 101% of the principal amount together with accrued and unpaid
interest. In certain events of default, the 4.250% Notes outstanding may become due and payable immediately.
On October 27, 2023, the Parent exercised the right to redeem in full the remaining €112 million of the 3.500% Senior
Secured Euro Notes due July 2024 on November 7, 2023 for a redemption price of 100% of the principal amount
consistent with the terms of the indenture governing such notes, together with accrued and unpaid interest.
On February 28, 2023, the Parent exercised the right to redeem (i) €188 million of the 3.500% Senior Secured Euro Notes
due July 2024 on March 16, 2023 for a redemption price of 100% of the principal amount and a make-whole call premium
consistent with the terms of the indenture governing such notes, together with accrued and unpaid interest, and (ii)
$200 million of the 6.500% Senior Secured U.S. Dollar Notes due February 2025 on March 16, 2023 for a redemption
price of $1,012.54 per $1,000.00 of principal amount, together with accrued and unpaid interest.
In January 2023, International Game Technology redeemed the 5.350% Senior Secured U.S. Dollar Notes due October
2023 issued by International Game Technology in full pursuant to the exercise of the make-whole call option for
$61 million, excluding interest.
Euro Term Loan Facilities
The Parent and certain of its subsidiaries are parties to an Amended and Restated Senior Facilities Agreement dated July
21, 2021, as amended (the “TLF Agreement”), which provides for two €500 million senior secured term loan facilities, one
to the Parent and one to IGT Lottery Holdings B.V., maturing on January 25, 2027 (the “Euro Term Loan Facilities”). The
borrowers must repay the Euro Term Loan Facilities in installments, as detailed below:
Due Date
Amount
(€ in millions)
January 25, 2025
200
January 25, 2026
200
January 25, 2027
400
In December 2023, the Parent prepaid €200 million of the Euro Term Loan Facilities which was applied in full to the
repayment installment due January 25, 2024.
Interest on the Euro Term Loan Facilities is payable between one and six months in arrears at rates equal to the
applicable EURIBOR plus a margin based on (i) our public debt ratings by Fitch, Moody’s, and S&P and (ii) our ESG rating
by Institutional Shareholder Services Inc. (“ISS”). At December 31, 2024 and 2023, the effective interest rate on the Euro
Term Loan Facilities was 4.81% and 5.42%, respectively.
The Euro Term Loan Facilities are guaranteed by the Parent and certain of its subsidiaries and are secured by ownership
interests in certain subsidiaries of the Parent, certain intercompany loans with principal balances in excess of $10 million
and certain accounts receivable. Upon the occurrence of certain events, the borrowers may be required to prepay the
Euro Term Loan Facilities in full. The TLF Agreement limits the aggregate amount that the Parent can pay with respect to
dividends and repurchases of ordinary shares in each year to $400 million if any two of our public debt ratings by Fitch,
Moody’s, and S&P are lower than Ba1/BB+ and $550 million if any two of our public debt ratings by Fitch, Moody’s, and
S&P are equal to or higher than Ba1/BB+, and provides that such limit is eliminated if any two of our public debt ratings by
Moody’s, S&P, and Fitch are equal to or higher than Baa3/BBB-. The TLF Agreement also contains customary covenants
(including maintaining a minimum ratio of EBITDA to net interest costs and maximum ratio of total net debt to EBITDA)
and events of default. At December 31, 2024, the Parent was in compliance with the covenants.
Financial Statements
Annual Report and Accounts 2024
Page | 134
In November 2023, the lenders under the TLF Agreement agreed that each principal prepayment by a borrower be applied
to the next repayment installments due from such borrower in order of maturity instead of being applied to all repayment
installments due from such borrower pro rata.
Revolving Credit Facilities
The Parent and certain of its subsidiaries are parties to an Amended and Restated Senior Facilities Agreement dated July
27, 2022, (the “RCF Agreement”), which provides for the following senior secured multi-currency revolving credit facilities
(the “Revolving Credit Facilities”) maturing on July 31, 2027:
Facility(1)
Maximum Amount
Available (in millions)
Revolving Credit Facility A
$820
Revolving Credit Facility B
€1,000
(1) The Parent, IGT Global Solutions Corporation, IGT Lottery Holdings B.V., IGT Lottery S.p.A., and International Game Technology are all
borrowers under the Revolving Credit Facilities.
At December 31, 2024, the amounts available to be borrowed under Revolving Credit Facility A and Revolving Credit
Facility B were $657 million and €680 million ($707 million), respectively.
Interest on the Revolving Credit Facilities is payable between one and six months in arrears at rates equal to the
applicable Secured Overnight Financing Rate (“SOFR”) or Sterling Overnight Index Average (“SONIA”) rate, in each case
subject to a credit adjustment spread, for borrowings in U.S. Dollars and Pounds Sterling, respectively, or the applicable
EURIBOR for Euro borrowings, plus a margin based on (i) our public debt ratings by Fitch, Moody’s, and S&P and (ii) our
ESG rating by ISS. The weighted average effective interest rate on the Revolving Credit Facilities at December 31, 2024
and December 31, 2023 was 5.71% and 6.49%, respectively.
The RCF Agreement provides that the following fees, which are recorded in interest expense, net in the consolidated
statement of operations, are payable quarterly in arrears:
•
Commitment fees - payable on the aggregate undrawn and un-cancelled amount of the Revolving Credit Facilities
based on a 0.35% margin.
•
Utilization fees - payable on the aggregate drawn amount of the Revolving Credit Facilities at a rate ranging from
0.10% to 0.60% dependent on the percentage of the Revolving Credit Facilities utilized. The applicable rate was
0.10% at December 31, 2024.
The Revolving Credit Facilities are guaranteed by the Parent and certain of its subsidiaries and are secured by ownership
interests in certain subsidiaries of the Parent, certain intercompany loans with principal balances in excess of $10 million
and certain accounts receivable. 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 Agreement limits the
aggregate amount that the Parent can pay with respect to dividends and repurchases of ordinary shares in each year to
$400 million if any two of our public debt ratings by Fitch, Moody’s, and S&P are lower than Ba1/BB+ and $550 million if
any two of our public debt ratings by Fitch, Moody’s, and S&P are equal to or higher than Ba1/BB+ and provides that such
limit is eliminated if any two of our public debt ratings by Fitch, Moody’s, and S&P are equal to or higher than Baa3/BBB-.
The RCF Agreement also contains customary covenants (including maintaining a minimum ratio of EBITDA to net interest
costs and a maximum ratio of total net debt to EBITDA) and events of default. At December 31, 2024, the borrowers were
in compliance with the covenants.
TLF Agreement and RCF Agreement Amendments
In November 2023 and February 2024, the Parent entered into amendments to the TLF Agreement and RCF Agreement
to permit the divestiture of IGT Gaming via a sale, spin-off, or spin-off with a merger. Effective immediately upon the
divestiture’s closing, the amendments:
•
Reduce the Revolving Credit Facility A commitment from $820 million to $650 million;
•
Reduce the Revolving Credit Facility B commitment from €1 billion to €800 million;
•
Mandate the first $2 billion of net proceeds be used to pay down debt within six months of the closing date, which
shall include the full repayment of the Parent’s Euro Term Loan facility within one month of the closing date (this
excludes the Euro Term Loan facility principal held by IGT Lottery Holdings B.V.);
•
Permit shareholder distributions and/or share buy backs to the extent that the net proceeds exceed $2 billion; and
•
Make certain adjustments to the debt covenants, such as the subsidiaries guaranteeing the Facilities.
Financial Statements
Annual Report and Accounts 2024
Page | 135
Other Credit Facilities
The Parent and certain of its subsidiaries may borrow under senior unsecured uncommitted demand credit facilities made
available by several financial institutions. At December 31, 2024, there were no short-term borrowings under these
facilities. There were $16 million of short-term borrowings with an effective interest rate of 6.77% at December 31, 2023.
Letters of Credit
The Parent and certain of its subsidiaries obtain letters of credit under the Revolving Credit Facilities and under senior
unsecured uncommitted demand credit facilities. The letters of credit secure various obligations, including obligations
arising under customer contracts and real estate leases. The following table summarizes the letters of credit outstanding
at December 31, 2024 and 2023 and the weighted-average annual cost of such letters of credit:
($ in millions)
Letters of Credit
Outstanding (1)
Weighted-
Average
Annual Cost
December 31, 2024
111
1.06 %
December 31, 2023
121
1.11 %
(1) There were no letters of credit outstanding under the Revolving Credit Facilities.
Interest Expense, Net
For the year ended December 31,
($ in millions)
2024
2023
Senior Secured Notes
194
205
Revolving Credit Facilities
49
39
Term Loan Facilities
47
53
Other
13
12
Interest expense
303
310
Interest income
(9)
(10)
Interest expense, net
294
300
17. Other Liabilities
Other Current Liabilities
December 31,
($ in millions)
Notes
2024
2023
Current financial liabilities
152
149
Redeemable non-controlling interest
104
107
Income taxes payable
84
127
Employee compensation
77
170
Accrued interest payable
66
82
Taxes other than income taxes
52
53
Accrued expenses
51
77
Derivative liability
8
48
5
Contract liabilities
4
36
69
Customer rebates
36
29
Lease liabilities
12
32
47
Restructuring
13
18
5
Licensing obligation payable
7
39
Jackpot liabilities
—
38
Other
3
33
766
1,031
Financial Statements
Annual Report and Accounts 2024
Page | 136
Other Non-Current Liabilities
December 31,
($ in millions)
Notes
2024
2023
Redeemable non-controlling interest
53
125
Restructuring
13
26
16
Contract liabilities
4
25
43
Licensing obligation payable
8
350
Jackpot liabilities
—
118
Other
6
21
119
673
Redeemable Non-controlling Interest
In 2016, the Parent, through its subsidiary IGT Lottery S.p.A. (formerly Lottomatica S.p.A.), entered into a consortium
(Lottoitalia S.r.l. or "Lottoitalia") to bid on the Italian Gioco del Lotto service license (the "Lotto License"). Lottoitalia was
awarded management of the Lotto License for a nine-year term, and under the terms of the consortium agreement, IGT
Lottery S.p.A. is the principal operating partner fulfilling the requirements of the Lotto License. We consolidate Lottoitalia
due to our risks and rewards of the investment and Lottoitalia's need for funding to finance planned operations.
In connection with the formation of Lottoitalia, IGT Lottery S.p.A. entered into an agreement with Italian Gaming Holding
a.s. ("IGH"), one of the consortium members, which includes certain provisions that do not allow for the unconditional right
to avoid delivering cash to settle a contractual obligation. Therefore, in accordance with AG29A of IAS 32, we classify
IGH’s non-controlling interest in Lottoitalia as a financial liability recorded at amortized cost. Changes in the financial
liability, which are recorded within other expense on the consolidated statement of operations, were $41 million and $53
million for the years ended December 31, 2024 and 2023, respectively.
18. Other Non-Operating Expense and Income
($ in millions)
For the year ended December 31,
Notes
2024
2023
Redeemable NCI
17
41
53
Other expense
14
16
Total other non-operating expense
55
70
Other income
(3)
(2)
Total other non-operating income
(3)
(2)
19. Income Taxes
The components of income from continuing operations before provision for income taxes, determined by tax jurisdiction,
are as follows:
For the year ended December 31,
($ in millions)
2024
2023
United Kingdom ("U.K.")
(179)
(358)
United States ("U.S.")
73
143
Italy
409
391
Other
94
165
396
341
Financial Statements
Annual Report and Accounts 2024
Page | 137
The provision for income taxes consists of:
For the year ended December 31,
($ in millions)
2024
2023
Current:
U.K.
4
4
U.S.
88
86
Italy
163
131
Other
31
39
286
260
Deferred:
U.K.
1
—
U.S.
(18)
(43)
Italy
—
19
Other
(16)
(10)
(33)
(35)
253
225
Income taxes paid, net of refunds, were $241 million and $149 million in 2024 and 2023, respectively.
In December 2021, the Organization for Economic Cooperation and Development (“OECD”) enacted model rules for a
new global minimum tax framework (“Pillar Two”). Many non-U.S. tax jurisdictions, including the European Union, have
committed to adopting Pillar Two, which establishes a global minimum tax of 15% and is intended to be effective for tax
years beginning in 2024. The OECD has since issued administrative guidance providing transition and safe harbor rules
around the implementation of the Pillar Two global minimum tax. The Company recognized a current tax expense of $0.1
million related to the top-up tax in 2024.
The Company has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and
accounts for it as a current tax expense when it is incurred.
Financial Statements
Annual Report and Accounts 2024
Page | 138
At December 31, 2024, undistributed profits of subsidiaries of approximately $173 million are considered indefinitely
reinvested. Foreign withholding taxes on these undistributed earnings would be approximately $10 million.
The Parent is a tax resident in the United Kingdom (the “U.K.”). A reconciliation of the provision for income taxes, from the
amount computed by applying the U.K. statutory main corporation tax rates enacted in each of the Parent’s calendar year
reporting periods (2023 tax rate is based on a weighted average rate of the U.K. statutory tax rate enacted on April 1,
2023) to income from continuing operations before provision for income taxes is as follows:
For the year ended December 31,
($ in millions)
2024
2023
Income from continuing operations before provision for income taxes
396
341
U.K. statutory tax rate
25.0 %
23.5 %
Statutory tax expense
99
80
Change in valuation allowances
41
81
Italy regional tax (“IRAP”) and state taxes
38
38
Tax cost of dividends
48
—
Non-deductible expenses
20
18
Foreign tax and statutory rate differential (1)
(9)
(7)
Foreign tax expense, net of U.S. federal benefit
6
12
GILTI tax
10
1
Non-taxable foreign exchange (gain) loss
(1)
1
Italian patent box tax benefit
(2)
(2)
Change in unrecognized tax benefits
9
16
Other
(5)
(15)
253
225
Effective tax rate
63.9 %
65.9 %
(1) Includes the effects of foreign subsidiaries’ earnings taxed at rates other than the U.K. statutory rate.
The components of deferred tax assets and liabilities are as follows:
December 31,
($ in millions)
2024
2023
Deferred tax assets:
Net operating losses
34
22
Italian goodwill tax step-up
101
110
Interest expense limitation carryforward
—
16
Provisions not currently deductible for tax purposes
22
63
Lease liabilities
25
56
Jackpot timing differences
—
27
Depreciation and amortization
10
79
Other
29
72
Total deferred tax assets
220
445
Deferred tax liabilities:
Acquired intangible assets
127
410
Depreciation and amortization
102
156
Italian goodwill equity reserve liability
96
104
Lease right-of-use assets
33
49
Other
—
7
Total deferred tax liabilities
359
726
Net deferred income tax liability
(139)
(281)
Financial Statements
Annual Report and Accounts 2024
Page | 139
Our net deferred income taxes are recorded in the consolidated balance sheet as follows:
December 31,
($ in millions)
Notes
2024
2023
Deferred income taxes - non-current asset
7
37
50
Deferred income taxes - non-current liability
(176)
(331)
(139)
(281)
As of December 31, 2024, we had recognized deferred tax assets of $220 million. We also have $237 million of
unrecognized deferred tax assets primarily related to net operating losses and interest expense limitation carryforward.
These deferred tax assets were not recorded because the realization of these assets is not probable.
A reconciliation of deferred tax liabilities, net is as follows:
December 31,
($ in millions)
2024
2023
Balance at beginning of year
(281)
(255)
Tax expense during the period recognized in income or loss
33
(23)
Translation and other
(1)
(4)
Reclassification as held for sale
110
Balance at end of year
(139)
(281)
We have a $131 million gross tax loss carryforward from continuing operations, all of which relates to foreign tax
jurisdictions. Carryforwards in certain tax jurisdictions begin to expire in 2027 while others have an unlimited carryforward
period. Portions of the tax loss carryforwards are subject to annual limitations in most of our significant tax jurisdictions,
including the U.K. In addition, as of December 31, 2024, we had U.S. state tax net operating loss carryforwards, resulting
in a deferred tax asset (net of U.S. federal tax benefit) of approximately $0.3 million. U.S. state tax net operating loss
carryforwards in certain jurisdictions begin to expire in 2028, while others have an unlimited carryforward period.
Additionally, at December 31, 2024 and 2023, we had gross tax loss carryforwards from continuing operations of $725
million and $745 million that relate primarily to the U.K. No deferred tax assets were recorded for these tax loss
carryforwards as realization is not probable. $698 million of the $725 million of tax losses will never expire and the
remaining tax losses of $27 million will expire between 2025 and 2036.
Accounting for Uncertainty in Income Taxes
A reconciliation of the unrecognized tax benefits is as follows:
December 31,
($ in millions)
2024
2023
Balance at beginning of year
15
27
Additions to tax positions - current year
2
1
Additions to tax positions - prior years
7
16
Reductions to tax positions - prior years
(2)
(1)
Settlements
—
(29)
Reclassification as held for sale
(4)
Balance at end of year
17
15
At December 31, 2024 and 2023, $17 million and $15 million, respectively, of the unrecognized tax benefits, if recognized,
would affect our effective tax rates.
We file income tax returns in various jurisdictions of which the U.K., U.S., and Italy represent the major tax jurisdictions. As
of December 31, 2024, we are subject to income tax audits in various tax jurisdictions globally, most significantly in the
U.S. and Mexico.
Financial Statements
Annual Report and Accounts 2024
Page | 140
Mexico Tax Audit
Based on a 2006 tax examination, the Company’s Mexican subsidiary, GTECH Mexico S.A. de C.V., was issued an
income tax assessment of approximately Mexican peso (“MXN”) 425 million. The assessment relates to the denial of a
deduction for cost of goods sold and the taxation of intercompany loan proceeds. The Company has unsuccessfully
contested the two issues in the Mexican court system receiving unfavorable decisions by the Mexican Supreme Court in
June 2017 and October 2019, respectively. As of December 31, 2024, based on the unfavorable decisions received, the
Company has recorded a liability of MXN 580 million (approximately $28 million), inclusive of additional interest, penalties,
and inflationary adjustments, which is reported within other non-current liabilities in the consolidated balance sheet.
Italy Tax Audits
Since February 2020, the Company’s Italian corporate income tax returns for the calendar years ended December 31,
2015 through December 31, 2019 were under examination. In October 2020, the Italian Tax Authorities issued a final audit
report for calendar year 2015. The Company filed a defense memorandum with the Italian Tax Authorities in May 2021
rejecting all findings. In December 2021, the Company received a tax assessment notice for €15 million relating to
calendar year 2015. The Company filed an appeal with the Italian Tax Court in May 2022 relating to the 2015 tax
assessment. On March 21, 2023, the Company received a tax assessment notice for €27 million relating to calendar year
2016. On September 7, 2023, the Company signed a Settlement Agreement with the Italian Tax Authorities pursuant to
which the Company agreed to settle the 2015 and 2016 tax assessments for €10 million. Additionally, the Company
agreed to settle the 2015 and 2016 audit findings that were relevant to tax years 2017-2022 for €13 million. The total
impact, net of amounts previously reserved, was $14 million.
20. Commitments and Contingencies
Commitments
Unconditional purchase obligations
As of December 31, 2024, we had unconditional purchase obligations of approximately $42 million, primarily related to
contracts with vendors for third-party equipment and data service fees. Our unconditional purchase obligations include
agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all
significant terms, including fixed or minimum quantities to be purchased, price provisions, and the approximate timing of
the transaction. Unconditional purchase obligations exclude agreements that are cancellable without penalty and
unconditional purchase obligations with a remaining term of one year or less.
Performance and other bonds
Certain contracts require us to provide a surety bond as a guarantee of performance for the benefit of customers and bid
and litigation bonds for the benefit of potential customers.
These bonds give beneficiaries 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 contracts. In general, we would only be liable for these
guarantees in the event of default in our performance of our obligations under each contract, the probability of which we
believe is remote. Accordingly, no liability has been recorded as of December 31, 2024 and 2023 related to these bonds.
Legal Proceedings
(♦) From time to time, the Parent and/or one or more of its subsidiaries are party to legal, regulatory, or administrative
proceedings regarding, among other matters, claims by and against us, and injunctions by third parties arising out of the
ordinary course of business or its other business activities. Licenses are also subject to legal challenges by competitors
seeking to annul awards made to us. The Parent and/or one or more of its subsidiaries are also, from time to time,
subjects of, or parties to, ethics and compliance inquiries and investigations related to our ongoing operations. At
December 31, 2024, provisions for all legal proceedings was $4 million. With respect to legal proceedings where we have
determined that an incremental loss is reasonably possible but we are unable to determine an estimate of that reasonably
possible loss in excess of amounts already accrued, no additional amounts have been accrued, given the uncertainties of
litigation and the inherent difficulty of predicting the outcome of legal proceedings.
Financial Statements
Annual Report and Accounts 2024
Page | 141
Disposition of Previously Disclosed Matters
Texas Fun 5’s Instant Ticket Game
IGT Global Solutions Corporation (formerly GTECH Corporation) is party to four lawsuits in Texas state court arising out of
the Fun 5’s instant ticket game sold by the Texas Lottery Commission (“TLC”) from September 14, 2014 to October 21,
2014. Plaintiffs allege each ticket’s instruction for Game 5 provided a 5x win (five times the prize box amount) any time the
“Money Bag” symbol was revealed in the “5X BOX”. However, TLC awarded a 5x win only when (1) the “Money Bag”
symbol was revealed and (2) three symbols in a pattern were revealed.
(a) Steele, James et al. v. GTECH Corp., filed on December 9, 2014 in Travis County (No. D1GN145114). Through
intervenor actions, over 1,200 plaintiffs claim damages in excess of $600 million, as alleged via discovery. GTECH
Corporation’s plea to the jurisdiction for dismissal based on sovereign immunity was denied. GTECH Corporation
appealed. The appellate court ordered that Plaintiffs’ sole remaining claim should be reconsidered. On April 27, 2018,
this and a related matter were appealed to the Texas Supreme Court, which heard arguments on December 3, 2019.
On June 12, 2020, the Texas Supreme Court ruled that Plaintiffs’ could proceed with their fraud allegations in the
lower court; all other claims were dismissed. On March 26, 2021, October 29, 2021 and February 3, 2022 (two
motions), GTECH Corporation filed motions for summary judgment. One such motion was denied on February 25,
2022, while the other three remain pending. In April 2023, pursuant to court ordered mediation, we advanced
confidential settlement negotiations regarding this matter, and a tentative settlement has been reached subject to
certain conditions to be satisfied by Plaintiff’s counsel. We anticipate settling on a mutually confidential basis with all,
or a significant majority of, plaintiffs for an amount which is not material to our results of operations, financial position,
or cash flows and is expected to be paid with cash on hand. The Court granted the Motion to Appoint Masters in
Chancery on July 13, 2023 to oversee and assist the parties with the potential settlement process. Given the large
number of plaintiffs, some plaintiffs may continue to pursue their case and perhaps proceed to trial on their claims.
(b) Guerra, Esmeralda v. GTECH Corp. et al., filed on June 10, 2016 in Hidalgo County (No. C277716B). Plaintiff claims
damages in excess of $0.5 million. Court has ordered a trial to occur no later than autumn of 2024, subject to
mediation efforts. A control status conference has been scheduled for March 5, 2024.
(c) Wiggins, Mario & Kimberly v. IGT Global Solutions Corp., filed on September 7, 2016 in Travis County (No.
D1GN16004344). Plaintiffs claim damages in excess of $1 million. This matter was consolidated with the Steele case.
(d) Campos, Osvaldo Guadalupe et al. v. GTECH Corp., filed on October 20, 2016 in Travis County (No.
D1GN16005300). Plaintiffs claim damages in excess of $1 million.
We dispute the claims made in each of these cases and continue to defend against these lawsuits.
We will continue to monitor these matters and may adjust our disclosure and accrual in accordance with our Process for
Disclosure and Recording of Liabilities Related to Legal Proceedings as described in Note 2 - Summary of Material
Accounting Policy Information, herein.
21. Shareholders’ Equity
Shares Authorized and Outstanding
The Board may issue ordinary shares of the Parent upon shareholder approval. At the Parent’s 2024 annual general
meeting, the shareholders authorized the issuance of up to 134 million additional ordinary shares (of which 67 million can
be issued in connection with an offer by way of a rights issue), with a par value of $0.10 per share, for a period expiring at
the end of the 2025 annual general meeting, or, if sooner, on August 13, 2025, unless previously revoked, varied, or
renewed.
Ordinary shares issued and outstanding were as follows:
December 31,
(Shares in thousands)
2024
2023
Ordinary shares outstanding at beginning of year
200,482
199,079
Ordinary shares issued under stock awards
1,377
1,403
Ordinary shares outstanding at end of year
201,859
200,482
Ordinary shares issued at end of year
208,732
207,355
Financial Statements
Annual Report and Accounts 2024
Page | 142
Share Repurchase Program
On November 15, 2021, the Parent’s Board of Directors authorized a share repurchase program (the “Program”) pursuant
to which we may repurchase up to $300 million of the Parent’s outstanding ordinary shares during a period of four years
commencing on November 18, 2021. At the Parent’s 2024 annual general meeting, the Parent’s shareholders granted
authority to repurchase, subject to a maximum repurchase price, up to 20 million of the Parent’s ordinary shares. This
authority remains valid until November 13, 2025, unless previously revoked, varied, or renewed at the Parent’s 2025
annual general meeting.
The Parent repurchases ordinary shares under the Program at the market price on the trade date and the Parent cancels
repurchased ordinary shares or holds them in treasury. If the Parent holds repurchased ordinary shares in treasury, all
amounts paid to repurchase such shares are recognized as shares held in treasury and presented as a deduction from
equity attributable to the owners until they are reissued or retired. Under the Program, no shares were purchased in 2024.
Repurchases of the Parent’s ordinary shares paid out of distributable reserves reduce the amount of distributable reserves
available for the Parent to make distributions to its shareholders, including the payment of dividends which may only be
paid out of distributable reserves.
Dividends
We declared a $0.20 cash dividend per share in all four quarters of 2024 and 2023.
On February 20, 2025, the Board declared a quarterly cash dividend of $0.20 per share. The dividend, of approximately
$40 million in the aggregate, is payable on March 25, 2025, to shareholders of record at the close of business on March
11, 2025. Future dividends are subject to Board approval.
For the years ended December 31, 2024 and 2023, cash dividends declared were paid by our Parent and were in
accordance with legal and compliance regulations.
Other Reserves
The following table details the changes in other reserves:
Unrealized (Loss) Gain on:
Other Reserves
($ in millions)
Foreign
Currency
Translation
Hedges
Other
Total
Attributable
to non-
controlling
interests
Attributable
to IGT PLC
Balance at December 31, 2022
451
(7)
4
448
54
502
Change during period
3
(2)
—
1
(13)
(12)
Reclassified to operations (1)
—
2
—
2
—
2
Tax effect
(3)
—
—
(3)
—
(3)
Other comprehensive income (loss)
—
1
—
1
(13)
(12)
Balance at December 31, 2023
451
(6)
4
449
42
490
Change during period
(27)
5
—
(23)
20
(2)
Reclassified to operations (1)
1
—
—
—
—
—
Tax effect
—
(1)
—
(1)
—
(1)
Other comprehensive (loss) income
(26)
4
—
(23)
20
(3)
Balance at December 31, 2024
425
(2)
3
426
62
487
(1) Foreign currency translation adjustments were reclassified into foreign exchange (gain) loss, net on the consolidated statement of operations
for subsidiaries liquidated for the year ended December 31, 2024. Unrealized (loss) gain on hedges were reclassified into service revenue on the
consolidated statement of operations for the years ended December 31, 2024 and 2023.
Financial Statements
Annual Report and Accounts 2024
Page | 143
22. Stock-Based Compensation
Incentive Compensation Awards
With respect to both continuing and discontinued operations, stock-based incentive awards were provided to directors and
employees under the terms of our 2015 and 2021 Equity Incentive Plans (collectively, the “Plans”) as administered by the
Board. Awards available under the Plans principally include stock options, performance share units, restricted share units
or any combination thereof. The maximum number of new shares that may be granted under the Plans is 20 million
shares. To the extent any award is forfeited, expires, lapses, or is settled for cash, the award is available for reissue under
the Plans. We utilize authorized and unissued shares to satisfy all shares issued under the Plans.
Stock Options
Stock options were awards that allow the employee to purchase shares of our stock at a fixed price. Stock options were
granted under the Plans at an exercise price not less than the fair market value of a share on the date of grant. No stock
options were granted in 2024 or 2023.
Stock Awards
Stock awards were principally made in the form of performance share units (“PSUs”) and restricted share units (“RSUs”).
PSUs are stock awards where the number of shares ultimately received by the employee depends on the Company’s
performance against specified targets, which may include Adjusted EBITDA, Adjusted Free Cash Flow, Total Shareholder
Return (“TSR”) relative to the Russell Mid Cap Market Index, or share price. PSUs typically vest 50% over an approximate
three-year period and 50% over an approximate four-year period (i.e. four years to vest both tranches). In 2021, a second
round of PSUs was granted in lieu of there being no 2020 PSUs that vest 50% over an approximate two-year period and
50% over an approximate three-year period. Dividend equivalents are not paid under the Plans. The fair value of each
PSU is determined on the grant date or modification date, based on the Company’s stock price, adjusted for the exclusion
of dividend equivalents, and assumes that performance targets will be achieved. Over the performance period, the
number of shares of stock that will be issued is adjusted based upon the probability of achievement of performance
targets. The ultimate number of shares issued and the related compensation cost recognized as expense is based on a
comparison of the final performance metrics to the specified targets, if applicable.
RSUs are stock awards that entitle the holder to shares of common stock as the award vests. Dividend equivalents are
not paid under the Plans.
Stock Option Activity
A summary of our stock option activity and related information, which includes both continuing and discontinued
operations, is as follows:
Weighted-Average
(Shares in thousands)
Stock
Options
Exercise Price
Per Share ($)
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic Value
($ in millions)
Outstanding at January 1, 2024
173
20.37
Granted
—
—
Forfeited
—
—
Exercised
—
—
Outstanding at December 31, 2024
173
20.37
3.36
At December 31, 2024:
Vested and expected to vest
—
—
—
—
Exercisable
173
20.37
3.36
—
No stock options were exercised in 2024 and 2023.
Financial Statements
Annual Report and Accounts 2024
Page | 144
Stock Award Activity
A summary of our stock award activity and related information, which includes both continuing and discontinued
operations, is as follows:
(Shares in thousands)
PSUs (1)
Weighted-
Average
Grant Date
Fair Value ($)
RSUs
Weighted-
Average
Grant Date
Fair Value ($)
Nonvested at January 1, 2024
5,794
26.37
68
26.96
Granted (2)
2,425
24.39
89
20.62
Vested
(2,139)
25.74
(69)
26.88
Forfeited
(392)
26.03
—
—
Liability-classified (3)
(563)
26.33
—
—
Nonvested at December 31, 2024
5,126
24.55
88
20.60
At December 31, 2024:
Unrecognized cost for nonvested awards ($ in millions)
42
—
Weighted-average future recognition period (in years)
2.01
0.36
(1) Unless otherwise noted, the number of PSUs granted are based on the target number of shares. Based on specified targets, actual
performance may result in additional shares vesting, up to a maximum 145% payout achievement.
(2) Includes 584 thousand PSUs for vestings above the target thresholds. These PSUs were granted in prior years and either vested in 2024 or
will vest in 2025 upon achievement of normal service requirements.
(3) Refer to the Modifications section for awards expected to settle in cash.
Inclusive of both continuing and discontinued operations, the total vest-date fair value of PSUs vested was $43 million and
$36 million in 2024 and 2023. The total vest-date fair value of RSUs vested was $1 million and $2 million for 2024 and
2023, respectively.
Fair Value of Stock Awards Granted
We estimated the fair value of PSUs at the date of grant using a Monte Carlo simulation valuation model, as the awards
include a market condition. The market condition is based on the Company’s TSR relative to the Russell Midcap Market
Index.
During 2024 and 2023, we estimated the fair value of RSUs at the date of grant based on our stock price. Details of the
grants, which includes both continuing and discontinued operations, are as follows:
(Shares in thousands)
2024
2023
PSUs granted during the year
1,842
1,408
Weighted-average grant date fair value ($)
18.36
28.39
RSUs granted during the year
89
68
Weighted-average grant date fair value ($)
20.62
26.96
Stock-Based Compensation Expense
Total continuing operations compensation cost for our stock-based compensation plans is recorded based on the
employees’ respective functions as detailed below.
For the year ended December 31,
($ in millions)
2024
2023
Cost of services
2
2
Selling, general and administrative
35
32
Research and development
1
1
Stock-based compensation expense before income taxes (1)
38
34
Income tax benefit
10
9
Total stock-based compensation, net of tax
29
25
(1) Amounts exclude stock-based compensation expense related to discontinued operations recognized during the period, which was included in
Income from discontinued operations, net of tax in the consolidated statement of operations.
Financial Statements
Annual Report and Accounts 2024
Page | 145
The change in equity reserves as a result of stock-based compensation, shares issued under stock award plans, and
shares issued upon exercise of stock options in the aggregate was an increase of $22 million and $29 million at
December 31, 2024 and 2023, respectively.
Modifications
In connection with the Proposed Transaction, certain PSUs for employees expected to transfer with IGT Gaming were
modified. For unvested PSUs granted prior to 2024 and scheduled to vest prior to the expected closing date, the awards
were modified to vest at target performance. For the remaining PSUs granted prior to 2024, the awards were modified to
vest at target performance and settle in cash, 50% at the Proposed Transaction closing date, and 50% one year following
the closing date. The modifications affected approximately 148 employees, which resulted in $8 million of incremental
compensation cost that is included in discontinued operations for the year ended December 31, 2024.
23. Earnings Per Share
The following table presents the computation of basic and diluted income per share of common stock:
For the year ended December 31,
($ and shares in millions, except per share amounts)
2024
2023
Numerator:
Net income from continuing operations attributable to IGT PLC
64
39
Net income from discontinued operations attributable to IGT PLC
322
130
Net income attributable to IGT PLC
387
170
Denominator:
Weighted-average shares - basic
202
200
Incremental shares under stock based compensation plans
2
3
Weighted-average shares - diluted
204
203
Net income from continuing operations attributable to IGT PLC per ordinary share -
basic
0.32
0.20
Net income from continuing operations attributable to IGT PLC per ordinary share -
diluted
0.31
0.19
Net income from discontinued operations attributable to IGT PLC per ordinary
share - basic
1.60
0.65
Net income from discontinued operations attributable to IGT PLC per ordinary
share - diluted
1.58
0.64
Net income attributable to IGT PLC per ordinary share - basic
1.92
0.85
Net income attributable to IGT PLC per ordinary share - diluted
1.90
0.84
Certain stock options to purchase ordinary shares were outstanding, but were excluded from the computation of diluted
earnings per share, because the exercise price of the options was greater than the average market price of the ordinary
shares for the full year, and therefore, the effect would have been antidilutive.
During years when we are in a net loss position, certain outstanding stock options and unvested restricted stock awards
are excluded from the computation of diluted earnings per share because including them would have had an antidilutive
effect.
For the years ended December 31, 2024 and December 31, 2023, there were nominal stock options and unvested
restricted stock awards shares excluded from the computation of diluted earnings per share because including them
would have had an antidilutive effect.
Financial Statements
Annual Report and Accounts 2024
Page | 146
24. Non-Controlling Interests
At December 31, 2024, our percentage of ownership in material subsidiaries with non-controlling interests ("NCIs") were
as follows:
Name of subsidiary
% Ownership held by
the Company
Lottoitalia S.r.l. (“”Lottoitalia”) (1)
61.50 %
Lotterie Nazionali S.r.l. ("LN")
64.00 %
Northstar New Jersey Lottery Group, LLC ("Northstar NJ") (2)
76.64 %
Rhode Island VLT Company LLC (“RI VLT”) (3)
60.00 %
(1) IGT Lottery S.p.A. owns 61.50% of Lottoitalia. IGH, Arianna 2001, and Novomatic Italia own 32.5%, 4.0%, and 2.0%, respectively. As
discussed in Note 17, IGH’s non-controlling interest is classified as a financial liability within our consolidated financial statements.
(2) Northstar New Jersey Holding Company LLC, of which we are a 71.12% shareholder, holds the 76.64% ownership in Northstar NJ.
(3) As disclosed in Note 3. Discontinued Operations and Assets Held for Sale the RI VLT is part of the IGT Gaming disposal group and is reflected
in the consolidated financial statements as discontinued operations.
Lottoitalia holds a license to operate the Lotto game in Italy through November 2025. LN holds a license to operate the
Scratch & Win instant lottery game in Italy through September 2028. Northstar NJ manages a wide range of the lottery’s
day-to-day operations in the State of New Jersey, as well as provides marketing and sales services under a license valid
through June 2029. RI VLT manages VLT operations and holds the exclusive technology provider license in the State of
Rhode Island through June 2043.
We are the principal operating partner fulfilling the requirements under the licenses held by the NCIs. As such, we have
the power to direct the activities that significantly affect the NCIs’ economic performance, along with the right to receive
benefits or the obligation to absorb losses that could potentially be significant to the NCIs. As a result, we concluded we
have control over the NCIs and they have been consolidated. Accordingly, the balance sheet and operating activity of the
NCIs are included in our consolidated financial statements and we adjust the net income in our consolidated statement of
operations to exclude the NCIs’ proportionate share of results. We present the proportionate share of NCIs as equity in the
consolidated balance sheet.
Activity with NCIs was as follows:
($ in millions)
LN
Northstar NJ
All Other(1)(2)
Total
Balance at December 31, 2022
314
2
68
385
Net income
59
4
15
79
Other comprehensive income
8
—
5
13
Total comprehensive income
67
4
20
92
Capital increase
—
—
27
27
Dividends paid
(58)
(10)
(21)
(89)
Return of capital
(34)
—
(6)
(40)
Balance at December 31, 2023
289
(3)
89
374
Net income
59
4
22
85
Other comprehensive loss
(12)
—
(9)
(20)
Total comprehensive income
47
4
13
65
Capital increase
—
—
2
2
Dividends paid
(60)
(14)
(24)
(98)
Return of capital
(35)
—
(6)
(41)
Balance at December 31, 2024
242
(13)
74
303
(1) includes the 6% non-IGH non-controlling interest in Lottoitalia
(2) includes RI VLT which is reflected in the consolidated financial statements as discontinued operations.
Financial Statements
Annual Report and Accounts 2024
Page | 147
Set out below is summarised financial information for each subsidiary that has NCIs that are material to the group. The
amounts disclosed for each subsidiary are before inter-company eliminations.
Summarized Balance Sheets
LN
Northstar NJ
December 31,
December 31,
($ in millions)
2024
2023
2024
2023
Current assets
782
735
79
73
Non-current assets
372
487
41
50
Total assets
1,154
1,222
119
123
Current liabilities
600
535
57
49
Non-current liabilities
1
—
1
1
Total liabilities
601
535
58
51
Shareholders' equity
554
686
61
72
Total liabilities and shareholders' equity
1,154
1,222
119
123
Summarized Income Statements
LN
Northstar NJ
For the year ended
December 31,
For the year ended
December 31,
($ in millions)
2024
2023
2024
2023
Total revenue
522
498
126
128
Total operating expenses
288
270
114
119
Operating income
234
228
12
10
Total non-operating expenses
2
(5)
—
—
Income before provision for income taxes
232
233
12
9
Provision for income taxes
68
68
—
—
Net income
164
165
12
9
Summarized Cash Flow Statements
LN
Northstar NJ
For the year ended
December 31,
For the year ended
December 31,
($ in millions)
2024
2023
2024
2023
Net cash provided by operating
242
285
15
27
Net cash used in investing activities
(9)
(30)
—
—
Net cash used in financing activities
(213)
(261)
(24)
(15)
25. Segment Information
The Company operates and manages its continuing operations business as a single segment for the purposes of
assessing performance and making operating decisions. We are a pure-play lottery business that derives revenues from
providing sales, operations, product development, technology, and support to worldwide traditional lottery and iLottery
customers. The chief operating decision maker (“CODM”) is our Chief Executive Officer.
The CODM reviews net income, as reported in the consolidated financial results from continuing operations, when making
decisions about allocating resources and evaluating financial performance. The CODM uses net income to evaluate the
overall capital allocation strategy in deciding whether to reinvest profits into capital expenditures, or into other parts of the
business such as paying down debt, paying dividends, or for acquisitions.
The segment’s accounting policies are the same as those described in the Note 2. Summary of Material Accounting Policy
Information. The measure of segment assets is reported on the consolidated balance sheet as total assets.
Financial Statements
Annual Report and Accounts 2024
Page | 148
Geographical Information
Revenue from external customers, which is based on the geographical location of our customers, is as follows:
For the year ended December 31,
($ in millions)
2024
2023
U.S.
1,200
1,238
Italy
966
933
Rest of Europe
199
207
All other
146
150
Total
2,512
2,528
Revenue from one customer represented approximately 35% and 34% of revenue from continuing operations in 2024 and
2023, respectively.
Long-lived assets, which are comprised of Systems & Equipment and PPE, are based on the geographical location of the
assets as follows:
December 31,
($ in millions)
2024
2023
U.S.
537
789
Italy
52
70
U.K.
1
2
Rest of Europe
56
96
Canada
—
21
All other
17
65
Total
662
1,043
For the year ended December 31,
($ in millions)
2024
2023
Expenditures for long-lived assets
128
133
26. Related Party Transactions
We engage in business transactions with certain related parties which include (i) De Agostini or entities directly or
indirectly controlled by De Agostini, (ii) other entities and individuals capable of exercising control, joint control, or
significant influence over us, and (iii) our unconsolidated subsidiaries or joint ventures. Members of the Board, executives
with authority for planning, directing, and controlling the activities of the Company and such Directors’ and executives’
close family members are also considered related parties. We may make investments in such entities, enter into
transactions with such entities, or both.
De Agostini Group
Amounts receivable from De Agostini and subsidiaries of De Agostini (collectively, the “De Agostini Group”) are non-
interest bearing. Transactions with the De Agostini Group include payments for support services provided and office space
rented pursuant to a lease entered into prior to the formation of the Company. In addition, certain of our Italian subsidiaries
had a corporate income tax unit agreement, and in some cases, a Group value-added tax agreement, with De Agostini,
both of which terminated in 2022, pursuant to which De Agostini consolidated certain Italian subsidiaries of De Agostini for
the collection and payment of taxes to the Italian tax authority.
Financial Statements
Annual Report and Accounts 2024
Page | 149
Related party amounts due to or from the De Agostini Group are as follows:
December 31,
($ in millions)
2024
2023
Trade receivables
—
—
Tax-related receivables
—
2
Trade payables
2
2
Tax-related payables
—
—
PlayDigital Synthetic Equity Award Program
On March 9, 2022, Enrico Drago, former Chief Executive Officer of the PlayDigital business and immediate family member
of Marco Drago, a member of the Board up until May 14, 2024, was granted a synthetic equity award pursuant to the
PlayDigital Equity Award Program designed to align the incentives of certain employees of the Company’s PlayDigital
business with the growth in the valuation of such business. The synthetic equity award was scheduled to vest in three,
four, and five years after the grant date with tranche percentages of 35%, 25%, and 40% and could be settled in equity or
cash.
As announced on March 21, 2024, Marco Drago stepped down from his role as a non-executive director of the Board on
May 14, 2024. The Board appointed Enrico Drago as a non-executive director effective April 1, 2024 following his
resignation from the role of Chief Executive Officer of the PlayDigital business.
On March 27, 2024, Enrico Drago’s synthetic equity award was modified to change the valuation methodology applicable
to the award and to allow for the continued vesting of the award in consideration of his new role and the planned sale or
other disposition of the PlayDigital business. At December 31, 2024, $0.5 million of estimated unrecognized compensation
expense attributable to the synthetic equity award granted to Mr. Drago will be recognized as compensation expense over
a weighted average period of 1.8 years.
Unconsolidated Subsidiaries, Partnerships and Joint Ventures
From time to time, we make strategic investments in publicly traded and privately held companies that develop software,
hardware, and other technologies or provide services supporting its technologies. We may also purchase from or make
sales to these organizations.
Ringmaster S.r.l.
We have a 50.0% interest in Ringmaster S.r.l. (“Ringmaster”), an Italian joint venture, that is accounted for using the
equity method of accounting. Ringmaster provides software development services for our interactive gaming business
pursuant to an agreement dated December 7, 2011. Our investment in Ringmaster was $1 million at December 31, 2024
and 2023.
We incurred $11 million and $14 million in expenses to Ringmaster for the years ended December 31, 2024 and 2023,
respectively, which include amounts from continuing and discontinued operations.
Connect Ventures One LP and Connect Ventures Two LP
Historically, we held investments in two venture capital funds, Connect Ventures One LP and Connect Ventures Two LP
(the “Connect Ventures”), accounted for as equity method investments. De Agostini holds an investment in the Connect
Ventures, and Nicola Drago, an immediate family member of Enrico Drago, a member of the Parent’s board of directors,
held a 10% ownership interest in, and is a non-executive member of, Connect Ventures LLP, the fund that manages the
Connect Ventures.
During the year ended December 31, 2024, the Company sold 100% of its investment in Connect Ventures One LP which
resulted in a gain of $2 million and is recorded as income in other non-operating expense, net in the consolidated
statement of operations. Our investment in Connect Ventures One LP was $2 million at December 31, 2023. Our
investment in Connect Ventures Two LP was $6 million at December 31, 2024 and 2023, respectively.
Financial Statements
Annual Report and Accounts 2024
Page | 150
Key Management Personnel - Officer Compensation
Key management personnel are those persons with authority and responsibility for planning, directing, and controlling the
activities of the Company. In 2024 and 2023, key management personnel was composed of 12 executive officers,
including our Chief Executive Officer and Chief Financial Officer. The following table sets forth the compensation received
or earned, calculated in accordance with the CA 2006 and relevant regulations, as applicable, for key management
personnel for the years ended December 31, 2024 and 2023:
For the year ended December 31,
($ in millions)
2024
2023
Short-term employee benefits
26
24
Stock-based compensation
23
18
Post-employment benefits
2
2
51
44
27. Employee Information
Employee Benefit Expense
For the year ended December 31,
($ in millions)
2024
2023
Wages and salaries
459
418
Social security and other benefits
128
120
Incentive compensation
52
59
Stock-based compensation
38
34
Post-employment benefits
13
12
690
643
Monthly Average Number of Employees
For the year ended December 31,
2024
2023
Continuing Operations
6,069
6,066
Discontinued Operations
4,967
4,909
11,036
10,975
28. Auditors' Remuneration
PricewaterhouseCoopers LLP ("PwC U.K.") has been serving as our independent auditor since 2015.
Aggregate fees for professional services and other services rendered by PwC U.K. and its foreign entities belonging to the
PwC network in 2024 and 2023, all of which were approved by the Audit Committee pursuant to its policies and
procedures, were as follows:
For the year ended December 31,
($ in millions)
2024
2023
Audit services - Parent company and consolidated financial statements
10
9
Audit-related services
7
3
Audit services - Subsidiaries' financial statements
2
1
Tax services
3
2
22
15
Financial Statements
Annual Report and Accounts 2024
Page | 151
29. The Parent's Directly and Indirectly Owned Subsidiaries
The Parent had the following subsidiaries for the year ended December 31, 2024:
Acres Gaming Incorporated
6355 South Buffalo Drive, Las
Vegas, Nevada 89113, United
States
100
International Game Technology
Anguilla Lottery and Gaming
Company Limited
AXA Offshore Management Limited
The Law Building PO Box 687, The
Valley, Anguilla, British West Indies
100
Leeward Islands Lottery Holding
Company, Inc.
Antigua Lottery Company
Limited
Simon, Rogers Murdoch,
Chancellor Chambers, Island
House, Newgate Street, St. John’s,
Antigua
100
Leeward Islands Lottery Holding
Company, Inc.
Atronic Australien GmbH
Weseler Strab 253, Münster,
Germany 48151
100
International Game Technology PLC
Beijing GTECH Computer
Technology Company Limited
Unit 1304-1306, Bldg. B. Lize
Ping’an Finance Center, Yard 4,
Jinze West Road, Fengtai District,
Beijing, 100073, P.R. China
100
IGT Foreign Holdings Corporation
BringIt, Inc.
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT
Caribbean Lottery Services,
Inc.
c/o Moore Dodson & Russell P.C.,
14A Norte Gade, Charlotte Amalie,
St. Thomas USVI 00802
100
Leeward Islands Lottery Holding
Company, Inc.
CLS-GTECH Technology
(Beijing) Co., Ltd.
2/F Block A, Raycom Info Tech
Park, 2 Kexueyuan South Road,
Zhong Guan Cun, Haidian District,
Beijing, 100190 China
100
CLS-GTECH Company Limited
Consorzio Lotterie Nazionali
Via Buonconvento, 6 Roma, Italy
63
IGT Lottery S.p.A.
Cyberview International, Inc.
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT
Data Transfer System Inc.
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
DoubleDown Interactive B.V.
Galwin 2, 1046 AW Amsterdam,
Netherlands
100
IGT Interactive C.V.
Dreamport do Brasil Ltda.
Rua Barao do Triunfo, 88 room
1210, Brooklin Paulista, 04602-000,
Sao Paulo, Brazil
100
Dreamport, Inc. (>99.99%); IGT
Foreign Holdings Corporation
(<0.01%)
Dreamport Suffolk Corporation
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
Dreamport, Inc.
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
Estrela Instantânea Loteria Spe
S.A
City of Barueri, State of São Paulo,
at Calçada das Margaridas, No.
163, Room 02, Centro Comercial,
Zip Code 06453-038 in Brazil
50
IGT Global Services Limited
Europrint Holdings Limited
1st Floor, Building 3 Croxley Green
Business Park, Hatters Lane,
Watford, Hertfordshire, England
WD18 8YG
100
IGT Global Solutions Corporation
GTECH (Gibraltar) Holdings
Limited
23 Portland House, Glacis Road,
GX11 1AA, Gibraltar
100
IGT Global Services Limited
Name of entity
Address of registered office
Ownership
%
Shareholder
Financial Statements
Annual Report and Accounts 2024
Page | 152
GTECH Asia Corporation
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
GTECH Brasil Ltda.
Rua Barao do Triunfo, 88 room
1211, Brooklin Paulista, 04602-000,
Sao Paulo, Brazil
100
IGT Global Solutions Corporation
(>99.99%); IGT Foreign Holdings
Corporation (<0.01%)
GTECH German Holdings
Corporation GmbH
Weseler Straß 253, Mûnster,48151,
Germany
100
International Game Technology PLC
GTECH Management P.I.
Corporation
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
GTECH Mexico S.A. de C.V.
Av. Constituyentes 635, Colonia 16
de Septiembre,Mexico City, 11810,
Mexico
100
IGT Global Solutions Corporation
(99.700258% - 100% of Class II); IGT
Foreign Holdings Corporation
(0.299736% - 99.998% of Common);
IGT Latin America Corporation
(0.000006% - .002% of Common)
GTECH Southern Africa (Pty)
Ltd.
24 Cade Street, South Crest,
Alberton, Gauteng 1449, South
Africa
100
IGT Global Solutions Corporation
GTECH Ukraine
2/6 Novozabarska Street, # 209,
Kyiv, Ukraine, 04074
100
GTECH Asia Corporation (99%);
GTECH Management P.I. Corporation
(1%)
GTECH WaterPlace Park
Company, LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
Hydragraphix LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
Hudson Alley Software, Inc.
28 Liberty Street, New York, NY
10005
100
IGT Global Solutions Corporation
Ignite Rotate LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
International Game Technology PLC
I.G.T. - Argentina S.A.
Hipolito Alferez Bouchard 4191,
Optima Park Tower, 5to piso -
Munro, Argentina
100
International Game Technology
(96.67%); International Game
Technology S.R.L. (3.33%)
I.G.T. (Australia) Pty Limited
Level 5, 11 Talavera Road,
Macquarie Park, NSW 2113
Australia
100
International Game Technology
IGT
701 South Carson Street, Suite
200, Carson City, Nevada 89701,
United States
100
International Game Technology
IGT (Alderney 1) Limited
Inchalla, Le Val, GY93UL, Alderney,
Bristish Channel Islands
100
IGT (Alderney) Limited
IGT (Alderney 2) Limited
Inchalla, Le Val, GY93UL, Alderney,
Bristish Channel Islands
100
IGT (Alderney) Limited
IGT (Alderney 4) Limited
Inchalla, Le Val, GY93UL, Alderney,
Bristish Channel Islands
100
IGT (Alderney) Limited
IGT (Alderney 5) Limited
Inchalla, Le Val, GY93UL, Alderney,
Bristish Channel Islands
100
IGT (Alderney) Limited
IGT (Alderney 7) Limited
Inchalla, Le Val, GY93UL, Alderney,
Bristish Channel Islands
100
IGT (Alderney) Limited
IGT (Alderney) Limited
Inchalla, Le Val, GY93UL, Alderney,
Bristish Channel Islands
100
IGT Interactive C.V.
IGT (Gibraltar) Limited
57 - 63 Line Wall Road, Gibraltar
100
IGT Interactive C.V.
Name of entity
Address of registered office
Ownership
%
Shareholder
Financial Statements
Annual Report and Accounts 2024
Page | 153
IGT (Gibraltar) Solutions
Limited
23 Portland House, Glacis Road,
GX11 1AA, Gibraltar
100
GTECH (Gibraltar) Holdings Limited
IGT (UK1) Limited
1 Exchange Quay, Salford, England
M5 3EA
100
IGT Interactive, Inc.
IGT (UK2) Limited
1 Exchange Quay, Salford, England
M5 3EA
100
IGT – UK Group Limited
IGT (UK 3) Limited
3rd Floor, 10 Finsbury Square,
London, England EC2A 1AF.
100
International Game Technology PLC
IGT Asia - Macau, S.A.
Avenida Comercial de Macau, nos.
251A-301, AIA Tower, 21/F, Room
2101, Macau, China
100
International Game Technology
(99.92%); IGT (0.04%); IGT
International Holdings 1 LLC (0.04%)
IGT ASIA PTE. LTD.
1 Changi North St 1, 02-01 and
02-03, 498789, Singapore
100
International Game Technology
IGT Asiatic Development
Limited
Jayla Place, Wickhams Cay I, Road
Town, Tortola, British Virgin Islands
100
International Game Technology
IGT Australasia Corporation
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
IGT Austria GmbH
Seering 13-14, 8141
Unterpremstatten, Austria
100
IGT Germany Gaming GmbH
IGT Canada D&B ULC
600 - 1741 Lower Water Street,
Halifax, Nova Scotia, Canada B3J
0J2
100
International Game Technology PLC
IGT Canada Solutions ULC
600 - 1741 Lower Water Street,
Halifax, Nova Scotia, Canada B3J
0J2
100
International Game Technology PLC
IGT Colombia Ltda.
Carrera 45, #108A-50, Piso 5,
Bogata, Colombia
99.99
IGT Global Services Limited
(99.998%); IGT Comunicaciones
Colombia Ltda. (0.001%); Claudia
Mendoza (0.001%)
IGT Colombia Solutions S.A.S.
Carrera 45, #108A-50, Piso 5,
Bogata, Colombia
100
International Game Technology PLC
IGT Commercial Services, S de
R L CV
Avenida Constituyentes 635, 16 de
Septiembre, Mexico City, 11810,
Mexico
100
IGT Global Solutions Corporation
(99.9%); IGT Foreign Holdings
Corporation (0.1%)
IGT Comunicaciones Colombia
Ltda.
Carrera 45, #108A-50, Piso 5,
Bogata, Colombia
99.99
IGT Foreign Holdings Corporation
(>99.99%); Claudia Mendoza
(<0.01%) (Nominee share)
IGT Czech Republic LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
37
IGT Global Solutions Corporation
IGT D&B d.o.o. Beograd
Bulevar Mihajla Pupina 6,
Belgrade, Serbia 11000
100
IGT Global Services Limited
IGT D&B Holdings Limited
3rd Floor, 10 Finsbury Square,
London, England EC2A 1AF
100
International Game Technology PLC
IGT D&B ISB Holdings Limited
3rd Floor, 10 Finsbury Square,
London, England EC2A 1AF
100
IGT D&B Holdings Limited
IGT Denmark Corporation
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
IGT do Brasil Gaming Ltda.
Rua Dr. Guilherme Bannitz, No.
126, room 81, CV 11060, Itaim Bibi,
São Paulo 04532-060 Brazil
100
IGT
IGT do Brasil Ltda.
Rua Dr. Guilherme Bannitz, No.
126, room 81, CV 11060, Itaim Bibi,
São Paulo 04532-060 Brazil
100
IGT International Treasury B.V.
(99.99%); IGT International Treasury
Holding LLC (0.01%)
Name of entity
Address of registered office
Ownership
%
Shareholder
Financial Statements
Annual Report and Accounts 2024
Page | 154
IGT Dutch Interactive LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Interactive Holdings 2 C.V.
IGT EMEA B.V.
Galwin 2, 1046 AW Amsterdam,
Netherlands
100
IGT-Europe Gaming B.V.
IGT EMEA Gaming Korlátolt
Felelősségű Társaság
Váci út 1-3. A. ép. 6. em., 1062
Budapest, Hungary
100
IGT Europe Gaming B.V.
IGT Europe Gaming B.V.
Galwin 2, 1046 AW Amsterdam,
Netherlands
100
International Game Technology
IGT Empowerment Trust
2 Brands Hatch Close, Corner
Indianapolis St, Kyalami Business
Park, Midrand 1685, South Africa
100
IGT International Treasury B.V.
(74.9%); International Game
Technology Africa (Pty) Ltd. (25.1%)
IGT Far East Pte Ltd
8 Marina Boulevard, #05-02,
Marina Bay Financial Centre,
018981, Singapore
100
IGT Global Services Limited
IGT Foreign Holdings
Corporation
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
IGT France SARL
19, Boulevard Malesherbes, 75008
Paris, France
100
IGT Foreign Holdings Corporation
IGT Games SAS
Carrera 45, #108A-50, Piso 5,
Bogata, Colombia
100
IGT Global Services Limited (80%);
IGT Comunicaciones Colombia Ltda.
(10%); IGT Foreign Holdings
Corporation (10%)
IGT Games and Participations
S.r.l.
Viale del Campo Boario, 56/d
Roma, Italy
100
International Game Technology PLC
IGT Georgia Gaming LLC
71 Vazha Pshavela Ave., Office 5,
Tbilisi, Georgia
100
IGT Europe Gaming B.V.
IGT Germany Gaming GmbH
Weseler Straß 253, Mûnster,48151,
Germany
100
GTECH German Holdings Corporation
GmbH
IGT Germany GmbH
Weseler Straß 253, Mûnster,48151,
Germany
100
IGT Global Services Limited
IGT Global Services Limited
Grigori Afxentiou, 27, 6021,
Larnaca, Cyprus
100
IGT Global Solutions Corporation
IGT Global Solutions
Corporation
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Lottery S.p.A.
IGT Hong Kong Limited
Room 819-820, 8/F China
Insurance Group Bldg, 141 Des
Voeux, Hong Kong
100
IGT Asiatic Development Limited
IGT India Gaming Private
Limited
3rd Floor, B Block, iLabs Centre,
Plot No 18, Sy No 64(p), Madhapur,
Hyderabad, Telangana, India
500081
100
IGT (99.99%); International Game
Technology (.01%)
IGT India Private Limited
3rd Floor, B Block, iLabs Centre,
Plot No 18, Sy No 64(p), Madhapur,
Hyderabad, Telangana, India
500081
100
IGT Global Services Limited (99.99%);
IGT Far East Pte Ltd. (0.01%)
IGT Indiana, LLC
334 North Senate Avenue,
Indianapolis, IN 46204
100
IGT Global Solutions Corporation
IGT Interactive C.V.
Galwin 2, 1046 AW Amsterdam,
Netherlands
100
IGT (35.8274668%); IGT Interactive
Holdings 2 C.V. (32.5220680%);
International Game Technology
(31.6504432%); IGT Dutch Interactive
LLC (0.0000220%)
Name of entity
Address of registered office
Ownership
%
Shareholder
Financial Statements
Annual Report and Accounts 2024
Page | 155
IGT Interactive Holdings 2 C.V.
Galwin 2, 1046 AW, Amsterdam,
Netherlands
100
IGT Interactive, Inc. (13.831555%);
International Game Technology
(86.168444%); IGT International
Holdings 1 LLC (0.000001%)
IGT Interactive, Inc.
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
International Game Technology
IGT International Holdings 1
LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
International Game Technology
IGT International Treasury B.V.
Galwin 2, 1046 AW, Amsterdam,
Netherlands
100
International Game Technology
IGT International Treasury
Holding LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT International Treasury B.V.
IGT Ireland Operations Limited
Riverside One, Sir John
Rogerson's Quay, Dublin 2, Ireland
100
IGT Global Services Limited
IGT Italia Gaming Machines
Solutions S.r.l.
Viale del Campo Boario, 56/d
Roma, Italy
100
IGT Europe Gaming B.V.
IGT Juegos S.A.S.
Carrera 45, #108A-50, Piso 5,
Bogata, Colombia
100
IGT Peru Solutions S.A. (60%); IGT
Games S.A.S. (40%)
IGT Korea Yuhan Chaekim
Hoesa a/k/a IGT Korea LLC
16th, 17th Fl, Teheran-ro 134,
Gangnam-gu, Seoul, Korea
100
IGT Global Services Limited
IGT Latin America Corporation
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
80
IGT Global Solutions Corporation
(80%); Computers and Controls
(Holdings) Limited (20%)
IGT Lottery Holdings B.V.
Strawinskylaan 4117, Amsterdam,
1007 ZX, Netherlands
100
International Game Technology PLC
IGT Lottery S.p.A.
Viale del Campo Boario, 56/d
Roma, Italy
100
IGT Lottery Holdings B.V.
IGT Malta Casino Holdings
Limited
35, Triq Id- Dejqa, Valletta, VLT
1434 Malta
99.99
IGT Sweden Interactive AB
IGT Malta Casino Limited
35, Triq Id- Dejqa, Valletta, VLT
1434 Malta
99.99
IGT Malta Casino Holdings Limited
IGT Malta Interactive Limited
35, Triq Id- Dejqa, Valletta, VLT
1434 Malta
99.99
IGT Malta Casino Holdings Limited
IGT Mexico Lottery S. de R.L.
de C.V.
Av. Constituyentes 635, 16 de
Septiembre, Mexico City, Mexico
11810
100
IGT Global Solutions Corporation
(99.9%); IGT Foreign Holdings
Corporation Holdings Corporation
(0.1%)
IGT Monaco S.A.M.
7, Rue Du Gabian, Le Gildo Pastor-
Bloc C-8 ETG-N° 22, 98000,
Monaco
96
IGT Austria GmbH (96%); Katarzyna
Szorc (1%); Frederik Andreacchio
(1%)
IGT Peru Solutions S.A.
Av. El Derby Nro.254, Oficina 606 -
Surco, Lima – Peru
100
IGT Germany Gaming GmbH
(99.999971%); GTECH German
Holdings Corporation GmbH
(0.000029%)
IGT Poland Sp. z.o.o.
AL. JEROZOLIMSKIE, nr 92,
00-807, Warsaw, Poland
100
IGT Global Solutions Corporation
IGT Poland Gaming Machine
Solutions sp. z.o.o
AL. JEROZOLIMSKIE, nr 92,
00-807, Warsaw, Poland
100
IGT
IGT Second Chance Company
LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
Name of entity
Address of registered office
Ownership
%
Shareholder
Financial Statements
Annual Report and Accounts 2024
Page | 156
IGT Slovakia Corporation
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
IGT SME, S. de. R.L. de C.V.
Av. Constituyentes No. 635, Col. 16
de Septiembre, Mexico City,
Mexico 11810
100
IGT Global Solutions Corporation
(99%); IGT Foreign Holdings
Corporation (1%)
IGT SOLUTIONS CHILE SpA
Avenida El Rosal N 5.108
Santiago, Chile 8580000
100
International Game Technology PLC
IGT South Africa (Pty) Ltd.
24 Cade Street, South Crest,
Alberton, Gauteng 1449 South
Africa
100
IGT Global Services Limited
IGT Spain Lottery, S.LU.
Parque de Negocios Mas Blau,
Selva 2, Edificio XiBCN, Bloque A
Planta 3, El Prat de Llobregat BCN
08820, Spain
100
IGT Global Services Limited
IGT Spain Operations, S.A.
Edificio Avant, Parque de Negocios
Mas Blau, Calle Selva 12, planta
1a, Modulo A2, El Prat de
Llobregat, 08820, Barcelona, Spain
100
IGT Spain Lottery S.L.U.
IGT SWEDEN AB
Sveavagen 166, 17 tr, 113 46
Stockholm, Sweden
100
IGT Global Services Limited
IGT Sweden Interactive AB
Honnorsgatan 2, Vaxjo 35053,
Sweden
100
IGT Europe Gaming B.V.
IGT Technology Development
(Beijing) Co. Ltd.
11F, Viva Plaza, No. 29 Suzhou
Street, Haidian District, Beijing
100080, P.R. China
100
IGT Hong Kong Limited
IGT Turkey Teknik Hizmetler Ve
Musavirlik Anonim
Nasuh Akar Mahallesi. Turkocagi
cad. 1400. sok. No: 34/2, Balgat,
Ankara, Turkey
100
IGT Global Solutions Corporation
IGT U.K. Limited
1st Floor Building, 3 Croxley Green
Business Park, Hatters Lane,
Watford, WD18 8YG, United
Kingdom
100
IGT Global Solutions Corporation
IGT UK Interactive Holdings
Limited
3rd Floor 10 Finsbury Square,
London, EC2A 1AF, United
Kingdom
100
International Game Technology PLC
IGT UK Interactive Limited
3rd Floor 10 Finsbury Square,
London, EC2A 1AF, United
Kingdom
100
IGT UK Interactive Holdings Limited
IGT US D&B (G) LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT
IGT US D&B (L) LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
IGT US D&B Holdings LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT D&B Holdings Limited
IGT VIA DOMINICAN
REPUBLIC
Calle 1ra #1, Reparto Montero,
Santiago de los Caballeros,
Dominican Republic 51081
100
IGT Global Services Limited
(99.9666%); IGT Ireland Operations
Limited (0.0333%)
IGT Worldwide Services
Corporation
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
IGT-Canada Inc.
600-1134 Grande Allee O, bureau
600, Quebec (Quebec) G1S1E5,
Canada
100
International Game Technology
Name of entity
Address of registered office
Ownership
%
Shareholder
Financial Statements
Annual Report and Accounts 2024
Page | 157
IGT-China, Inc.
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
International Game Technology
IGT-Íslandi ehf. (IGT-Iceland
plc)
Sigtuni 3800, Selfoss, Iceland
100
International Game Technology
IGT-Latvia SIA
Krisjana Valdemara Street 33-19.
Riga, Latvia
100
International Game Technology
IGT-Mexicana de Juegos, S. de
R.L. de C.V.
Andres Bello 45 Piso 14, Col.
Polanco, Chapultepec, Deleg.
Miguel Hidalgo, D.F.C.P. 11560,
Mexico
100
IGT (99.99%); International Game
Technology (0.01%)
IGT-UK Gaming Limited
1 Exchange Quay, Salford, England
M5 3EA
100
IGT – UK Group Limited
IGT-UK Group Limited
1 Exchange Quay, Salford, England
M5 3EA
100
International Game Technology
International Game Technology
701 South Carson Strret, Suite 200,
Carson City, Nevada 89701
100
International Game Technology PLC
International Game Technology
(NZ) Limited
Birchwood Park, Unit 4, 483 Hutt
Road, Lower Hutt, New Zeland
100
I.G.T. (Australia) Pty Limited
International Game Technology
España, S.L.
Pza de Pablo Ruiz Picasso 1, Torre
Picasso, 5, 28020 Madrid
100
IGT Europe Gaming B.V.
International Game Technology
S.R.L.
Av. Pardo y Aliaga No. 695, Oficina
11, distrito de San Isidro, provincia
y departamento de Lima
100
IGT (99.991%); IGT International
Holdings 1 LLC (0.009%)
International Game Technology
Services Limited
27 Grigori, 6021, Larnaca, Cyprus
100
International Game Technology PLC
International Game Technology-
Africa (Pty) Ltd.
2 Brands Hatch Close, Corner
Indianapolis St, Kyalami Business
Park, Midrand 1685, South Africa
100
IGT International Treasury B.V.
(74.9%); IGT Empowerment Trust
(25.1%)
International Gaming
Technology Brasil Servicos de
Dados Ltda
Calcada Das Margaridas, 163, Sala
02, Barueri, Sao Paulo, 06453-038,
Brazil
100
IGT Global Solutions Corporation
ISB Albion Limited
Ewropa Business Centre, Level
3-701, Dun Karm Street, Birkirkara,
Malta BKR 9034
100
IGT D&B ISB Holdings Limited
ISB Czech S.r.o.
Pujmanové 1753/10a, Nusle,
Prague 4, Czech Republic 140 00
100
IGT D&B ISB Holdings LImited
ISB Ena Limited
Grigori Afxentiou, 27, 6021,
Larnaca, Cyprus
100
IGT D&B ISB Holdings LImited
ISB Magma Limited
Ewropa Business Centre, Level
3-701, Dun Karm Street, Birkirkara,
Malta BKR 9034
100
IGT D&B ISB Holdings Limited
ISB ROM SRL
2E Consiliul Europei Square,
United Business Center 3, 3rd floor,
space U3.E3.01, Timișoara,
Romania
100
IGT D&B ISB Holdings Limited
LB Produtos Lotéricos E
Licenciamentos Ltda.
Calcada das Margaridas No. 163
Sala 02, CV 1237 Centro
Comercial de Alphaville, Barueri
Sao Paulo Brazil 06453-038
100
LB Participacões E Loterias Ltda.
Leeward Islands Lottery
Holding Company, Inc.
C18, The Sands Complex, Bay
Road, Basseterre, St. Christopher,
St. Kitts
100
IGT Global Services Limited
Lotterie Nazionali S.r.l.
Viale del Campo Boario, 56/d
Roma, Italy
64
IGT Lottery S.p.A.
Name of entity
Address of registered office
Ownership
%
Shareholder
Financial Statements
Annual Report and Accounts 2024
Page | 158
Lottery Equipment Company
c/o Shevchenko, Didkovskiy and
Parnters LLC, 2-A Kostyantynivska
Street, 5th Floor, Kyiv, Ukraine
100
GTECH Asia Corporation (99.994%);
GTECH Management P.I. Corporation
(0.006%)
LOTTOITALIA S.r.l.
Viale del Campo Boario, 56/d
Roma, Italy
61.50
IGT Lottery S.p.A.
Mineira da Sorte Loteria SPE
LTDA
Rua Dr. Guilherme Bannitz, No.
126, room 81, Itaim Bibi, São Paulo
04532-060
50
IGT Global Solutions Corporation
(49%); International Gaming
Technology Brasil Serviços de Dados
Ltda. (1%)
MyLotteries S.r.l.
Viale del Campo Boario, 56/d
Roma, Italy
100
IGT Lottery S.p.A.
Northstar New Jersey Holding
Company, LLC
820 Bear Tavern Road, West
Trenton, NJ 08628, United States
71.12
IGT Global Solutions Corporation
Northstar New Jersey Lottery
Group, LLC
820 Bear Tavern Road, West
Trenton, NJ 08628, United States
76.64
Northstar New Jersey Holding
Company, LLC
Northstar SupplyCo New
Jersey, LLC
820 Bear Tavern Road, West
Trenton, NJ 08628, United States
70
IGT Global Solutions Corporation
Online Transaction
Technologies S.à.r.l. à Associé
Unique
Twin Center West, Angle Bd
Zerktouni et Al Massira El Khadra,
Casablanca, Morocco
100
IGT Foreign Holdings Corporation
Orbita Sp. z o.o.
Aleje Jerozolimskie 92, 00-807
Warsaw, Poland
100
IGT Global Solutions Corporation
Oy IGT Finland AB
Turuntie 42, Espoo, Finland 02650
100
IGT Global Solutions Corporation
Oz Interactive Limited
10 Finsbury Square, 3rd Floor,
London, England EC2A 1AF
100
IGT D&B ISB Holdings Limited
PCC Giochi e Servizi S.p.A.
Viale del Campo Boario, 56/d Roma,
Italy
100
IGT Lottery S.p.A.
Powerhouse Technologies, Inc.
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
International Game Technology
Probability (Gibraltar) Limited
Suite 23, Portland House Glacis
Road, GX11 1AA, Gibraltar
100
IGT UK Interactive Limited
Prodigal Lottery Services, N.V.
63A Walter J.A. Nisbeth Road,
Pondfill Philipsburg, St. Maarten
100
Leeward Islands Lottery Holding
Company, Inc.
Retail Display and Service
Handlers, LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
Rhode Island VLT Company
LLC
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
60
IGT Global Solutions Corporation
Ringmaster S.r.l.
Corso Francia, 110 - Torino, Italy
50
IGT Lottery S.p.A..
SB Industria E Comercio Ltda.
Rua Rio Pauini 30, A, Quadra F,
conjunto Manauense, Bairro Nossa
Senhora das Graças, CEP
69053-001, Cidade de Manaus,
Estado do Amazonas
100
IGT Global Solutions Corporation
(˃99.99%); IGT Foreign Holdings
Corporation (˂0.01%)
SED Multitel S.r.l.
Viale del Campo Boario, 56/d
Roma, Italy
100
IGT Lottery S.p.A.
Servicios Corporativos y de
Administracion, S. de R.L. de
C.V.
Andres Bello 45 Piso 14, Col.
Polanco, Chapultepec, Deleg.
Miguel Hidalgo, D.F.C.P. 11560,
Mexico
100
International Game Technology
(99.97%); IGT (0.03%)
St. Kitts and Nevis Lottery
Company, Ltd.
C17, The Sands Complex, Bay
Road, Basseterre, St. Kitts
100
Leeward Islands Lottery Holding
Company, Inc.
Technology Risk Management
Services, Inc.
Corporation Trust Center, 1209
Orange Street, Wilmington, DE
19801, United States
100
IGT Global Solutions Corporation
Name of entity
Address of registered office
Ownership
%
Shareholder
Financial Statements
Annual Report and Accounts 2024
Page | 159
Telling IGT Information
Technology (Shenzhen) Co.,
Ltd.
503D, Tian An Chuangxin Keji
Square (Phase II) East Block, the
Interchange of Binhe Road and
Xiangmihu Road, Shatou Street,
Futian District, Shenzhen, China
49
IGT Global Services Limited
VIA TECH Servicios SpA
Isadora Goyenechea, 3447 Piso
19, 2215-21, Las Condes,
Santiago, Chile
100
IGT Global Services Limited
VLC, Inc.
6355 South Buffalo Drive, Las
Vegas, Nevada, 89113, United
States
100
Powerhouse Technologies, Inc.
Your Sales S.r.L.
Viale del Campo Boario, 56/d
Roma, Italy
100
IGT Lottery S.p.A.
ZEST GAMING MEXICO, S.A.
DE C.V.
Campos Eliseos169, Col. Polanco,
Mexico City, 11560, Mexico
100
International Game Technology PLC
(99%); IGT Spain Lottery S.L.U. (1%)
Name of entity
Address of registered office
Ownership
%
Shareholder
Financial Statements
Annual Report and Accounts 2024
Page | 160
FINANCIAL STATEMENTS
INTERNATIONAL GAME TECHNOLOGY PLC
INDEX TO PARENT COMPANY FINANCIAL STATEMENTS
Parent Balance Sheet at December 31, 2024 and 2023 ...........................................................................................
162
Parent Statement of Shareholders' Equity for the years ended December 31, 2024 and 2023 ..........................
163
Notes to the Parent Financial Statements ....................................................................................................................
164
Financial Statements
Annual Report and Accounts 2024
Page | 161
International Game Technology PLC
Parent Balance Sheet
($ in millions)
December 31,
Notes
2024
2023
Assets
Current assets:
Cash and cash equivalents
3
7
Intercompany loans receivable
3
60
Intercompany receivables
53
11
Other current assets
7
1
Total current assets
66
79
Property, plant and equipment, net
—
1
Right-of-use assets
6
1
2
Investments in subsidiaries
3
7,820
8,594
Intercompany loans receivable
2,292
3,766
Other non-current assets
10
14
Total non-current assets
10,123
12,377
Total assets
10,189
12,456
Liabilities and shareholders' equity
Current liabilities:
Accounts payable
12
10
Current portion of long-term debt
4
104
—
Derivative liabilities
47
—
Intercompany loans payable
71
86
Intercompany payables
204
115
Other current liabilities
15
18
Total current liabilities
453
229
Long-term debt
4
3,987
4,697
Lease liabilities
6
—
1
Intercompany loans payable
254
586
Total non-current liabilities
4,241
5,284
Total liabilities
4,694
5,514
Shareholders' equity
Share capital
21
21
Share premium
21
21
Retained earnings
4,889
3,497
Revaluation reserves
3
422
3,261
Other reserves
143
143
Total shareholders' equity
5,495
6,943
Total liabilities and shareholders' equity
10,189
12,456
Net income (loss) was $1.5 billion and $(40) million for the years ended December 31, 2024 and 2023, respectively. As
permitted by section 408 of the CA 2006, no statement of comprehensive income for International Game Technology PLC
is shown.
The Parent financial statements were approved by the Board of Directors on March 6, 2025 and signed on its behalf on
March 12, 2025 by:
Vincent Sadusky
Chief Executive Officer
Company registration number: 09127533
The accompanying notes are an integral part of these Parent financial statements.
Financial Statements
Annual Report and Accounts 2024
Page | 162
International Game Technology PLC
Parent Statement of Shareholders' Equity
($ in millions)
Notes
Share
Capital
Share
Premium
Retained
Earnings
Revaluation
Reserves
Other
Reserves
Total
Equity
Balance at December 31, 2022
21
21
3,672
3,033
142
6,888
Net loss
—
—
(40)
—
—
(40)
Other comprehensive income
—
—
—
—
1
1
Total comprehensive (loss) income
—
—
(40)
—
1
(40)
Non-cash investment in subsidiaries
—
—
34
—
—
34
Stock-based compensation
—
—
8
—
—
8
Shares issued under stock award plans
—
—
(15)
—
—
(15)
Shares issued upon exercise of stock options
—
—
—
—
—
—
Dividends paid
—
—
(160)
—
—
(160)
Repurchases of ordinary shares
—
—
—
—
—
—
Investment in subs - capitalized
—
—
—
4,000
—
4,000
Investment in subs - unrealized gain
3
—
—
—
(4,425)
—
(4,425)
Investment in subs - unrealized loss
3
—
—
—
653
—
653
Other
—
—
—
—
—
—
Balance at December 31, 2023
21
21
3,497
3,261
143
6,943
Net income
—
—
1,525
—
—
1,525
Other comprehensive loss
—
—
—
—
—
—
Total comprehensive income (loss)
—
—
1,525
—
—
1,525
Non-cash investment in subsidiaries
—
—
38
—
—
38
Stock-based compensation
—
—
7
—
—
7
Shares issued under stock award plans
—
—
(17)
—
—
(17)
Shares issued upon exercise of stock options
—
—
—
—
—
—
Dividends paid
—
—
(161)
—
—
(161)
Repurchases of ordinary shares
—
—
—
—
—
—
Investment in subs - unrealized gain
3
—
—
—
329
—
329
Investment in subs - unrealized loss
3
—
—
—
(3,167)
—
(3,167)
Other
—
—
—
—
—
—
Balance at December 31, 2024
21
21
4,889
423
143
5,495
For further information related to shareholders' equity, refer to Note 21 – Shareholders’ Equity, in the notes to the
consolidated financial statements included herein.
The accompanying notes are an integral part of these Parent financial statements.
Distributable reserves are determined as required by the CA 2006 by reference to a company’s individual financial
statements. As at December 31, 2024, the Company had accumulated distributable reserves of $5.0 billion.
Financial Statements
Annual Report and Accounts 2024
Page | 163
International Game Technology PLC
Notes to the Parent Financial Statements
1. Description of Business
The principal activities of International Game Technology PLC (the "Parent") are to make investments and provide loans to
its consolidated subsidiaries. All references to the "Company" refer to the business and operations of the Parent and its
consolidated subsidiaries.
2. Summary of Material Accounting Policy Information
Basis of Preparation
The accompanying financial statements and notes of the Parent have been prepared on a going concern basis and in
accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ ("FRS 101") and the CA 2006
applicable to companies reporting under FRS 101. The Parent financial statements have been prepared on a historical
costs basis, unless otherwise stated. The Parent financial statements are stated in millions of U.S. dollars unless
otherwise indicated and are computed based on the amounts in thousands. Certain amounts in columns and rows within
tables may not foot due to rounding.
In preparing these financial statements, we apply the recognition, measurement, and disclosure requirements of Adopted
IFRSs, but make amendments where necessary in order to comply with the CA 2006 and have set out below where we
take advantage of FRS 101 disclosure exemptions.
The accounting policies set out below have been applied consistently to all periods presented in these financial
statements, unless otherwise stated. The following exemptions from the requirements of IFRS available under FRS 101
have been applied:
•
The following paragraphs of IAS 1, Presentation of Financial Statements:
▪
10(d) (statement of cash flows);
▪
16 (statement of compliance with all IFRS);
▪
38 (comparative information requirements in respect of Paragraph 79(a)(iv) of IAS 1)
▪
38A (requirement for minimum of two primary statements, including cash flow statements);
▪
38B-D (additional comparative information);
▪
111 (cash flow statement information); and
▪
134-136 (capital management disclosures).
•
The requirements of paragraphs 1 to 44E and 45 to 63 of IAS 7, Statement of Cash Flows
•
Paragraphs 30 and 31 of IAS 8, Accounting policies, changes in accounting estimates and errors (requirement for the
disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective);
•
IFRS 7, Financial Instruments: Disclosures;
•
Paragraphs 91 to 99 of IFRS 13, Fair Value Measurement (disclosure of valuation techniques and inputs used for fair
value measurement of assets and liabilities);
•
The requirement of paragraph 33(c) of IFRS 5, Non-current Assets Held for Sale and Discontinued Operations;
•
The requirements of IAS 24, Related Party Disclosures, to disclose related party transactions entered into between
two or more members of a group;
•
Paragraph 17 of IAS 24, Related Party Disclosures (key management compensation); and
•
Paragraphs 45(b) and 46 to 52 of IFRS 2, Share-Based Payment (details of the number and weighted- average
exercise prices of stock options and stock awards, and how the fair value of stock options and stock awards was
determined).
Summary of Material Accounting Policy Information
The accounting policies used in the preparation of the Parent financial statements are the same as those used in the
preparation of the consolidated financial statements, in accordance with the CA 2006. Refer to Note 2 – Summary of
Material Accounting Policy Information, in the notes to the consolidated financial statements included herein. In addition to
those accounting policies, the following accounting policy for investments in subsidiaries also applies to the Parent
financial statements: Investments in subsidiaries are held at fair value with fair value movements recognised in reserves in
accordance with IFRS 9.
Financial Statements
Annual Report and Accounts 2024
Page | 164
3. Investments in Subsidiaries
Country of Incorporation
December 31,
($ in millions)
2024
2023
International Game Technology
United States
3,160
790
IGT Lottery Holdings B.V.
Netherlands
3,950
6,990
IGT Canada Solutions
Canada
600
685
Other
110
129
7,820
8,594
The Parent engaged external, independent, and qualified valuers to determine the fair value of the Parent’s investment in
subsidiaries. The net purchase price for the sale of IGT Gaming was used to determine the fair value of the Parent’s
investment in International Game Technology, IGT Canada Solutions, and Other investments as of December 31, 2024,
as these subsidiaries comprise substantially all of the activity of the IGT Gaming disposal group. Changes in the fair
value of the subsidiaries between December 31, 2023 and December 31, 2024 were primarily due to external market
conditions, settlement of intercompany agreements between the Parent and its subsidiaries, new intercompany
agreements between the Parent and its subsidiaries, and changes to intercompany agreements between the
subsidiaries.
The main level 3 inputs used by the Parent in the discounted cash flow analysis include forecasted revenue, forecasted
EBITDA, long-term growth rates, and weighted-average cost of capital. The key assumptions to which the calculation of
fair value are most sensitive include the investment’s forecasted EBITDA, long-term growth rate, and weighted average
cost of capital.
The sensitivities analysis below relates specifically to the fair value of the Parent’s investment in IGT Lottery Holdings
B.V., which comprises substantially all of the activity of the single cash-generating unit of the Parent following the sale of
IGT Gaming. The sensitivity analysis is based on reasonably possible changes to the respective assumptions. The
methodology used in arriving at the incremental changes shown is consistent with that used for the valuations as of
December 31, 2024.
($ in millions)
Increase (decrease)
in asset valuation
IGT Lottery
Holdings BV
Weighted average cost of capital
decrease of 100 bps
980
increase of 100 bps
(780)
Long-term growth rate
decrease of 100 bps
(370)
increase of 100 bps
470
For a complete list of the Parent's subsidiaries, refer to Note 29 – The Parent's Directly and Indirectly Owned
Subsidiaries, in the notes to the consolidated financial statements included herein.
At the Parent’s 2023 AGM, the shareholders approved resolutions for the capitalisation of up to $4.0 billion of the
aggregate amount standing to the credit of the revaluation reserve based on an April 30, 2023 valuation, conditional on
the revaluation reserve being created, that could increase the distributable reserves balance. The Parent then applied to
the Companies Court to allow the revaluation reserve balance, created following the changes made to the accounting
policy applicable to the measurement of investments in subsidiaries, to increase the distributable reserves balance. The
Companies Court approval allowed the capitalisation of $4.0 billion of revaluation reserves, thereby increasing the
distributable reserves balance by $4.0 billion as of December 31, 2023.
Financial Statements
Annual Report and Accounts 2024
Page | 165
4. Debt
The principal balance of each debt obligation reconciles to the balance sheet is as follows:
December 31, 2024
December 31, 2023
($ in millions)
Principal
Debt
issuance
cost, net
Other
Total
Principal
Debt
issuance
cost, net
Other
Total
6.500% Senior Secured U.S. Dollar Notes due February 2025
—
—
—
—
500
(1)
—
499
4.125% Senior Secured U.S. Dollar Notes due April 2026
750
(2)
—
748
750
(3)
—
747
3.500% Senior Secured Euro Notes due June 2026
779
(2)
—
777
829
(3)
—
826
6.250% Senior Secured U.S. Dollar Notes due January 2027
750
(2)
—
748
750
(3)
—
747
2.375% Senior Secured Euro Notes due April 2028
519
(2)
—
517
553
(3)
—
550
5.250% Senior Secured U.S. Dollar Notes due January 2029
750
(4)
—
746
750
(5)
—
745
Senior Secured Notes, long-term
3,549
(12)
—
3,537
4,131
(18)
—
4,113
Euro Term Loan Facility due January 2027
312
—
(5)
307
442
(1)
(6)
435
Revolving Credit Facilities due July 2027
145
(2)
1
143
151
(3)
1
149
Long-term debt, less current portion
4,005
(14)
(4) 3,987
4,724
(22)
(5) 4,697
Euro Term Loan Facility due January 2027
104
—
—
104
—
—
—
—
Current portion of long-term debt
104
—
—
104
—
—
—
—
Total Debt
4,109
(14)
(4) 4,091
4,724
(22)
(5) 4,697
At December 31, 2024 and 2023, $2 million and $3 million of debt issuance costs, net for the Revolving Credit Facilities
with no outstanding borrowings, were recorded as other non-current assets in the Parent Balance Sheet.
Principal payments for each debt obligation, excluding short-term borrowings, for the next five years and thereafter are as
follows (in millions):
Year
U.S. Dollar Denominated
Euro Denominated
Total
2025
—
104
104
2026
750
883
1,633
2027
895
208
1,103
2028
—
519
519
2029
750
—
750
2030 and thereafter
—
—
—
Total principal payments
2,395
1,714
4,109
For further information related to debt, refer to Note 16 – Debt, in the notes to the consolidated financial statements
included herein.
5. Income Taxes
The provision for income taxes consists of:
For the year ended December 31,
($ in millions)
2024
2023
Current:
Withholding tax
2
5
Current tax on income for the year
—
2
2
7
Income taxes paid were $2.2 million and nil in 2024 and 2023, respectively. There were no deferred tax assets and
deferred tax liabilities at December 31, 2024 and 2023.
Financial Statements
Annual Report and Accounts 2024
Page | 166
The Parent is a tax resident in the United Kingdom ("U.K."). A reconciliation of the provision for income taxes, with the
amount computed by applying the U.K. statutory main corporation tax rates enacted in each of the Parent’s calendar year
reporting periods is as follows:
For the year ended December 31,
($ in millions)
2024
2023
Income (loss) before provision for income taxes
1,527
(33)
U.K. statutory tax rate
25.0 %
23.5 %
Statutory tax expense (benefit)
382
(8)
Non-deductible debt & acquisition costs
5
8
Change in unrecognized deferred tax asset
17
42
Foreign withholding taxes
2
5
Unrealized foreign exchange (gain) loss
(8)
7
Non-taxable dividend income
(397)
(49)
Other
2
2
2
7
Effective tax rate
0.1 %
(21.2) %
The Parent's effective income tax rate was 0.1% in 2024 compared to (21.2)% in 2023. The principal drivers of the tax rate
reduction are non-taxable foreign exchange gains and a decrease in the deferred tax valuation allowance attributable to
tax losses in 2024 versus 2023.
Changes to the U.K. corporate tax rates were substantively enacted as part of Finance Bill 2015 (on October 26, 2015)
and Finance Bill 2016 (on September 7, 2016). These changes, which include reductions to the main tax rate to 17% on
April 1, 2020, have been superseded by the Finance Bill 2021 resulting in an increase of the U.K. corporate tax rate to
25% in 2024.
Net Operating Losses
At December 31, 2024 and 2023, the Parent had gross tax loss carryforwards of $692 million and $703 million,
respectively, that relate to the U.K. No deferred tax assets were recorded for these tax loss carryforwards as realization is
not probable. These tax loss carryforwards may be carried forward indefinitely notwithstanding that they offset only 50% of
taxable income (above a £5.0 million full allowance threshold) in a given year.
6. Leases
During 2024 and 2023, the Parent had a lease for its registered office in London that is effective from January 14, 2016 to
January 13, 2026.
The classification of our leases in the balance sheet are as follows:
December 31,
($ in millions)
Balance Sheet Classification
2024
2023
Assets
ROU asset, net (1)
Right-of-use assets
1
2
Total lease assets
1
2
Liabilities
Lease liability, current
Other current liabilities
1
1
Lease liability, non-current
Lease liabilities
—
1
Total lease liabilities
1
3
(1) ROU assets are recorded net of accumulated amortization of $6 million and $5 million at December 31, 2024 and December 31, 2023,
respectively.
Financial Statements
Annual Report and Accounts 2024
Page | 167
Maturities of lease liabilities at December 31, 2024 are as follows ($ in millions):
Year
Total
2025
1
2026
—
2027
—
2028
—
2029
—
Thereafter
—
Total lease payments
1
Less: Imputed interest
—
Present value of lease liabilities
1
7. Stock-Based Compensation
Stock-based incentive awards were provided to directors and employees under the terms of our 2015 and 2021 Equity
Incentive Plans (collectively, the “Plans”) as administered by the Board. Awards available under the Plans principally
include stock options, performance share units, restricted share units or any combination thereof. The maximum number
of new shares that may be granted under the Plans is 20 million shares. To the extent any award is forfeited, expires,
lapses, or is settled for cash, the award is available for reissue under the Plan. We utilize authorized and unissued shares
to satisfy all shares issued under the Plans.
Stock Options
Stock options are awards that allow the employee to purchase shares of our stock at a fixed price. Stock options were
granted under the Plans at an exercise price not less than the fair market value of a share on the date of grant. No stock
options were granted in 2024 or 2023.
Stock Awards
Stock awards were principally made in the form of performance share units (“PSUs”) and restricted share units (“RSUs”).
PSUs are stock awards where the number of shares ultimately received by the employee depends on the Company’s
performance against specified targets, which may include Adjusted EBITDA, Adjusted Free Cash Flow and Total
Shareholder Return (“TSR”) relative to the Russell Mid Cap Market Index. PSUs typically vest 50% over an approximate
three-year period and 50% over an approximate four-year period (i.e. four years to vest both tranches). Dividend
equivalents are not paid under the Plans. The fair value of each PSU is determined on the grant date or modification date,
based on the Company’s stock price, adjusted for the exclusion of dividend equivalents, and assumes that performance
targets will be achieved. Over the performance period, the number of shares of stock that will be issued is adjusted based
upon the probability of achievement of performance targets. The ultimate number of shares issued and the related
compensation cost recognized as expense is based on a comparison of the final performance metrics to the specified
targets.
RSUs are stock awards granted that entitle the holder to shares of common stock as the award vests. Dividend
equivalents are not paid under the Plans.
8. Employee Information
Employee Benefit Expense
For the year ended December 31,
($ in millions)
2024
2023
Stock-based compensation
7
8
Social security and other benefits
1
2
Wages and salaries
1
1
Incentive compensation
—
1
10
12
The Parent had 3 and 4 people employed in corporate support roles as of December 31, 2024 and 2023, respectively.
Financial Statements
Annual Report and Accounts 2024
Page | 168
9. Auditors' Remuneration
Aggregate fees for audit services rendered by PricewaterhouseCoopers LLP, which consist of professional services
performed in connection with the Parent's annual financial statements, were $329 thousand and $360 thousand for the
years ended December 31, 2024 and 2023, respectively.
Financial Statements
Annual Report and Accounts 2024
Page | 169
Investor Information
Listing
The ordinary shares of International Game Technology
PLC are listed on the New York Stock Exchange under
ticker symbol IGT.
News releases
Additional company information including news releases,
earnings announcements, and information on corporate
governance are available at www.IGT.com.
Investor contact
Investor Relations Department
International Game Technology
10 Memorial Boulevard
Providence, RI 02903
Phone: +1 (401) 392-7077
E-mail: investor.relations@igt.com
Share transfer agent and Registrar
Computershare Shareholder Services
Regular Mail:
Computershare
PO Box 43078
Providence, RI 02940-3078
Overnight Mail Delivery:
Computershare
150 Royall Street, Suite 101
Canton, MA 02021
www-us.computershare.com/investor
FORWARD-LOOKING STATEMENTS
This document includes forward-looking statements concerning the Company and other matters. These statements may
discuss goals, intentions, and expectations as to future plans, trends, events, strategies, transactions, dividends, results
of operations, and/or financial condition, or otherwise, based on current beliefs of the management of the Company as
well as assumptions made by, and information currently available to, such management. Forward-looking statements
may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “would,” “should,” “shall,” “continue,”
“estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “outlook,” “possible,” “potential,” “predict,”
“project,” or the negative or other variations of them. These forward-looking statements speak only as of the date on
which such statements are made and are subject to various risks and uncertainties, many of which are outside the
Company’s control. Should one or more of these risks or uncertainties materialize, or should any of the underlying
assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements
and from past results, performance, or achievements. Therefore, you should not place undue reliance on such
statements. Factors that could cause actual results to differ materially from those in the forward-looking statements
include (but are not limited to) changing economic conditions in the global markets where the Company operates,
including economic slowdowns, rising interest rates, inflationary and other economic factors that pressure customer
spending, changes in customer demand for products and services and a slowdown in customer payments; unanticipated
changes relating to competitive factors in the industries in which the Company operates; changes in legislation,
governmental regulations, or the enforcement thereof that could affect the Company; 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.
Except as required under applicable law, the Company does not assume any obligation to update these forward-looking
statements. Nothing in this document is intended, or is to be construed, as a profit forecast or to be interpreted to mean
that earnings per share of the Parent for the current or any future financial years will necessarily match or exceed the
historical published earnings per share of the Parent, as applicable. All forward-looking statements contained in this
document are qualified in their entirety by this cautionary statement.
Additional Information
Annual Report and Accounts 2024
Page | 170