This press release contains forward-looking statements that involve risks and uncertainties.  These statements include our expected future financial and operational performance (including our guidance for fiscal year 2014) and our strategic and operational plans.  These statements involve a number of risks and uncertainties that could cause actual results to differ materially from the results predicted, and reported results should not be considered an indication of future performance.  Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: general economic conditions and changes in economic conditions affecting the gaming industry; new or changing laws or regulations or new interpretations of existing laws or regulations affecting our business; difficulties or delays in obtaining or maintaining necessary licenses or approvals; slow growth in the number of new gaming jurisdictions or new casinos or the rate of replacement of existing gaming machines; changes in operator or player preferences for our products; our ability to compete in the gaming industry with new or existing competitors; our ability to develop and introduce new products and their acceptance by our customers; risks related to our international operations; our ability to protect our intellectual property; adverse results of litigation, including intellectual property infringement claims; our ability to leverage cost reduction initiatives; risks related to business combinations, investments in intellectual property and the integration of acquisitions; and future developments or changes affecting online gaming or social casino-style gaming, which is a new and evolving industry.

Additional factors relating to the proposed merger transactions with GTECH S.p.A. ("GTECH") include failure to obtain applicable regulatory or securityholder approvals in a timely manner or otherwise; the possibility that the proposed transactions will not close, including by any failure to satisfy closing conditions or a termination of the merger agreement; risks that the businesses of IGT and GTECH will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations of IGT and GTECH; risks relating to unanticipated costs of integration; ability to hire and retain key personnel; and the potential impact of announcement or consummation of the proposed transactions on relationships with third parties, including customers, employees and competitors.

 

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A further list and description of these and other risks, uncertainties and other matters can be found in our annual report and other reports filed with the Securities and Exchange Commission, including under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for fiscal 2013 filed with the SEC on November 26, 2013 and our Quarterly Report on Form 10-Q for our fiscal quarter ended March 31, 2014 filed with the SEC on May 7, 2014 and available on the SEC website at www.sec.gov and on the investor relations section of our website at www.IGT.com/investors.  Additional information will also be set forth in our Quarterly Report on Form 10-Q for our fiscal quarter ended June 30, 2014, which we expect to file with the SEC in the third quarter of calendar 2014.  All information provided in this release is as of July 29, 2014, and IGT does not intend, and undertakes no duty, to update this information to reflect subsequent events or circumstances.

Important Information for Investors and Securityholders

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed merger transactions involving GTECH or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

Georgia Worldwide Limited ("NewCo") will file with the SEC a registration statement on Form S-4 or F-4, which will include the proxy statement of IGT that also constitutes a prospectus of NewCo (the "proxy statement/prospectus").  INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IGT, GTECH, NEWCO, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC on IGT's website at IGT.com within the "Investor Relations" section or by contacting Investor Relations at 866-296-4232 (for documents filed with the SEC by IGT) or on GTECH's website at gtech.com or by contacting Corporate Communications at 401-392-7452 (for documents filed with the SEC by NewCo).

 

 

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The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions.

Participants in the Distribution

IGT, GTECH and NewCo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the securityholders of IGT in respect of the proposed transactions contemplated by the proxy statement/prospectus. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the securityholders of IGT in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding IGT's directors and executive officers is contained in IGT's Annual Report on Form 10-K for the year ended September 28, 2013 and its Proxy Statement on Schedule 14A, dated January 24, 2014, which are filed with the SEC and can be obtained free of charge from the sources indicated above.

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

		June 30, 2014				September 30, 2013
		(In millions)
ASSETS
Cash and equivalents		$	235.6			$	713.3
Investment securities			-				28.8
Restricted cash and investment securities			63.4				67.0
Jackpot annuity investments			54.2				56.5
Receivables, net			510.0				577.9
Inventories			89.5				90.1
Other assets and deferred costs			259.9				242.4
Total current assets			1,212.6				1,776.0
Property, plant and equipment, net			435.6				483.9
Jackpot annuity investments			248.2				268.6
Contracts and notes receivable, net			116.4				165.6
Goodwill and other intangible assets, net			1,564.8				1,601.7
Other assets and deferred costs			479.8				317.0
TOTAL ASSETS		$	4,057.4			$	4,612.8
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term debt		$	-			$	826.6
Accounts payable			83.2				110.0
Jackpot liabilities, current portion			123.0				131.7
Dividends payable			27.2				25.9
Other accrued liabilities			288.1				414.3
Total current liabilities			521.5				1,508.5
Long-term debt			1,987.7				1,366.3
Jackpot liabilities			273.0				293.3
Other liabilities			109.8				190.6
TOTAL LIABILITIES			2,892.0				3,358.7
TOTAL EQUITY			1,165.4				1,254.1
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	4,057.4			$	4,612.8

Nine Months Ended June 30,		2014				2013
		(In millions)
OPERATING
Net income		$	177.1			$	209.2
Adjustments:
Depreciation and amortization			145.2				175.6
Acquisition-related contingent earn-out costs			8.8				28.0
Other non-cash items			70.8				74.6
Changes in operating assets and liabilities, excluding acquisitions:
Receivables			87.0				(20.7	)
Inventories			(0.9	)			3.7
Accounts payable and accrued liabilities			(115.9	)			(58.7	)
Jackpot liabilities			(41.3	)			(58.2	)
Income taxes, net of employee stock plans			(48.5	)			(25.5	)
Other assets and deferred costs			(220.9	)			7.2
Net operating cash flows			61.4				335.2
INVESTING
Capital expenditures			(69.1	)			(97.1	)
Proceeds from assets sold			16.7				15.3
Investment securities, net			28.9				-
Jackpot annuity investments, net			34.6				39.3
Changes in restricted cash			3.8				8.8
Loans receivable, net			9.0				22.6
Business acquisitions, net of cash acquired			(1.5	)			-
Net investing cash flows			22.4				(11.1	)
FINANCING
Debt-related proceeds (payments), net			(225.6	)			(143.2	)
Employee stock plan proceeds			13.7				13.7
Share repurchases, including net shares			(211.4	)			(81.0	)
Dividends paid			(80.5	)			(55.5	)
Acquisition-related contingent consideration			(56.1	)			(27.9	)
Net financing cash flows			(559.9	)			(293.9	)
FOREIGN EXCHANGE RATES EFFECT ON CASH AND EQUIVALENTS			(1.6	)			(7.2	)
NET CHANGE IN CASH AND EQUIVALENTS			(477.7	)			23.0
BEGINNING CASH AND EQUIVALENTS			713.3				206.3
ENDING CASH AND EQUIVALENTS		$	235.6			$	229.3