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PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

International Game Technology PLC, (“IGT PLC” or the “Company”) is incorporated in, anda public limited company organized under the laws of, England and Wales.  Wales (“IGT PLCPLC”), has its corporate headquarters in London, United Kingdom,England, and operating headquarters in Rome, Italy,Italy; Providence, Rhode Island,Island; and Las Vegas, Nevada.

IGT PLC is the successor ofto GTECH S.p.A. (“GTECH”), an Italian corporation (a società per azioni incorporated under the laws of Italy (“GTECH”), and the parentsole stockholder of International Game Technology, (“IGT”), a Nevada corporation.  corporation (“IGT”).

On April 7, 2015, GTECH mergedacquired IGT through:

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

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

For additional information on the Mergers, see “Item 4. Information on the Company-A. History and into Georgia Worldwide Corporation, a Nevada corporation and wholly owned subsidiaryDevelopment of the Company (“Sub”), with IGT surviving the Subsidiary Merger, all pursuant to the Agreement and PlanCompany-Acquisition of Merger (the “Merger Agreement”), dated as of July 15, 2014, as amended, by and among the Company, GTECH, GTECH Corporation, a Delaware corporation (solely with respect to Section 5.02(a) and Article VIII), Sub and IGT.  The objective of the Mergers was to combine GTECH’s and IGT’s businesses.International Game Technology.”

In this document,annual report on Form 20-F, unless otherwise specified, the terms “we,” “us” and “our,” the “Group,” and the “Company” refer to IGT PLC together with its consolidated subsidiaries and its predecessoror, for periods of or points in time prior to the completion of the Holdco Merger, on April 7, 2015,to GTECH together with its consolidated subsidiaries, or any or more of them, as the context may require.  References to “GTECH” refer solely to GTECH S.p.A., the predecessor of IGT PLC prior to the HoldCo Merger.  References to “IGT” refers to International Game Technology, a Nevada corporation, which has been acquired in connection with the Mergers.

We have historically conducted our business through GTECH, or the predecessor, up to the date of the Holdco Merger, and subsequent to the Holdco Merger, through IGT PLC, or the successor.  The historical results of operations for IGT PLC as successor, reflect the operations of GTECH the predecessor, prior to the completion of the Holdco Merger on April 7, 2015.  For additional information on the Mergers, see “Item 4.  Information on the Company—A.  History and Development of the Company—Acquisition of International Game Technology.”Merger.

This documentannual report on Form 20-F includes the Consolidated Financial Statements of GTECHIGT PLC for the years ended December 31, 2015, 2014 and 2013 and 2012 (the “GTECH Consolidated“Consolidated Financial Statements”) prepared in accordance with International Financial Reporting StandardsUnited States Generally Accepted Accounting Principles (“IFRS”GAAP”) as issued by the InternationalFinancial Accounting Standards Board (“IASB”FASB”).

The financial information is presented in Euro except that, in some instances, information in U.S. dollars is provided in the GTECH Consolidated Financial Statements and elsewhere in this document.US dollars. All references in this document to “Euro”“U.S. dollars,” “U.S. dollar,” “U.S. $” and “$” refer to the currency of the United States of America (or “U.S.”). All references to “euro” and “€” refer to the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended, and all references to “U.S. dollars,” “U.S. dollar,” “U.S.$” and “$” refer to the currency of the United States of America (or “U.S.”).amended.

The language of the documentthis annual report on Form 20-F is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

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

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December 31, 2014, 13.3% and 12.3%, respectively, for the year ended December 31, 2013, and 13.1% and 12.4%, respectively, for the year ended December 31, 2012)2015). The Lotto Concession and the instant ticket majority-owned concession have been, respectively, awarded by ADM to IGT PLC and its subsidiary, Lotterie Nazionali S.r.l. IGT PLC expects that the Lotto Concession will expire on June 8, 2016, while the instant ticket concession will expire on September 30, 2019.

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

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

The expected termination of the Lotto Concession held by IGT PLC will expire on June 8,7, 2016 as was determined by an arbitral ruling in favor of IGT PLC on August 1, 2005 and confirmed by the Supreme Court of Cassation on February 3, 2014. The final expiration date of the Lotto Concession is subject to dispute by ADM, which argues that the Lotto Concession should have expired on April 17, 2012, and an appeal lodged by Stanley International Betting Limited (“Stanley”) is still pending. The outcome of thisthe aforementioned dispute and appeal before the State Council related to the ability of the Lotto Concession to be renewed after its first nine-year term could result in the earlier termination of IGT PLC’s Lotto prior to June 8, 2016, which could have a material adverse effect on IGT PLC’s business, results of operations and financial condition.

Despite several prior arbitral awards and judicial decisions in IGT PLC’s favor, ADM or other governmental or judicial authorities nonetheless may continue to seek monetary or other relief from IGT PLC in respect of these four disputed years of concession, potentially through additional legal, administrative or criminal action, investigations or proceedings. As described herein, although IGT PLC has strong arguments in defense of these allegations, anAn adverse finding or settlement could result in significant damages or other payments or sanctions (including, under certain circumstances, revocation of existing concessions or sanctions under Italian Legislative Decree No. 231 of June 8, 2011 sanctions, see “—We are exposed to significant risks in relation to compliance with anti-corruption and corporate criminal laws and regulations and economic sanction programs”)2001). It is uncertain what effect, if any, the ongoing dispute regarding the expiration of the Lotto Concession will have on IGT PLC’s ability to reacquire the Lotto Concession and, if re-awarded, the economics of the new concession.Concession.

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

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

Before the expiration date of theOur current Lotto Concession in Italy is scheduled to expire on June 2016,7, 2016. In December 2015, the Italian government will issueissued a request for proposal (“RFP”) to award a new Lotto Concession. In March 2016, IGT PLC’s management does not anticipate any constraints to participating in the RFP forPLC, as leader of a consortium of strategic and financial partners, submitted a bid on the new concession, butLotto Concession. In April 2016, the ADM announced that the consortium has been provisionally awarded the new Lotto Concession. Although the consortium is the sole bidder, IGT PLC cannot be certain of the results of the tender, including whether the consortium, of which IGT PLC is the principal operating partner, will be finally awarded the new concession, or what costs will be associated with award of the concession.

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

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

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

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

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

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

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

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

Upon the termination or non-renewal of the Lotto Concession, the instant lottery or machine gaming concessions, IGT PLC will be required at the request of ADM to transfer to ADM, free of charge, ownership of certain assets that are part of its central system used to operate Lotto, the instant lottery or machine gaming and equipment such as terminals at the points of sale, facilities, software, data files, and any other related assets that may be necessary for the full functioning, operation, and operability of the system itself. As of December 31, 2014,2015, the value of such assets was €48.2$35.6 million (the value of such assets was €61 million as of December 31, 2013) or approximately 0.7%0.24% of GTECH’sIGT PLC’s consolidated total assets and approximately 1.3%0.43% without goodwill (the value of such assets was approximately 0.9% of GTECH’s consolidated total assets and approximately 1.5% without goodwill as of December 31, 2013).goodwill. The obligation to transfer the Lotto Concession assets may also have detrimental effects on certain other businesses

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

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

IGT PLC derives a substantial portion of its revenues and cash flow from its portfolio of long-term contracts in the North America Lottery and International segments (equal to approximately 32.1% of its total consolidated revenues for the year ended December 31, 2015), awarded through competitive procurement processes. In addition, IGT PLC’s U.S. lottery contracts typically permit a lottery authority to terminate the contract at any time for failure to perform and for other specified reasons, and many of these contracts in the U.S. permit the lottery authority to terminate the contract at will with limited notice and do not specify the compensation, if any, to which IGT PLC would be entitled were such termination to occur.

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

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

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

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

As of December 31, 2014, GTECH2015, IGT PLC had outstanding performance bonds and letters of credit in an aggregate amount of approximately €995.6 million.$1.241 billion. These instruments present a potential for expense for IGT PLC and divert financial resources from other uses.

Claims on performance bonds, drawings on letters of credit and payment of liquidated damages could individually or in the aggregate have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

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

In recent years, as the lottery industry has matured in the primary markets where IGT PLC operates, the rate of lottery sales growth has moderated and some of IGT PLC’s customers have from time to time experienced a downward trend in sales. IGT PLC’s dependence on large jackpot games and, specifically, the decline in aggregate sales at similar jackpot levels (“jackpot fatigue”) has had a negative impact on revenue from this game category. These developments may in part reflect increased competition for consumers’ discretionary spending, including from a proliferation of destination gaming venues and an increased availability of Internet gaming opportunities. IGT PLC’s future success will depend, in part, on the success of the lottery industry, as a whole, in attracting and retaining new players in the face of such increased competition in the entertainment and gamblinggaming markets (which competition may continue to increase), as well as its own success in developing innovative services, products and distribution methods/systems to achieve this goal. In addition, there is a risk that new products and services may replace existing products and services. The replacement of old products and services with new products

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

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

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

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

Further, there have been, are currently, and may in the future continuefrom time to be,time investigations of various types are conducted by governmental authorities into possible improprieties and wrongdoing in connection with IGT PLC’s efforts to obtain or the awarding of lottery contracts and related matters. Because such investigations frequently are conducted in secret, IGT PLC may not necessarily know of the existence of an investigation in which it might be involved. Because IGT PLC’s reputation for integrity is an important factor in its business dealings with lottery and other governmental agencies, a governmental allegation or a finding of improper conduct by or attributable to IGT PLC in any manner or the prolonged investigation of these matters by governmental or regulatory authorities could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects, including its ability to retain existing contracts or to obtain new or renewed contracts, both in the subject jurisdiction and elsewhere. In addition, adverse publicity resulting from any such proceedings could have a material adverse effect on IGT PLC’s reputation, results of operations, business, financial condition or prospects.

In December 2013, GTECH paid €34.7 million to the Italian tax agency (Agenzia delle Entrate) in settlement of certain tax matters of which €28 million involved the corporate reorganization and subsequent restructuring of certain intercompany financing transactions during the years 2006, 2007, 2008 and 2009 related to the acquisition of GTECH in 2006. As required by Italian law, the Italian tax agency referred the matter to the Rome Public Prosecutor’s office, which had the obligation to start an investigation on both GTECH’s Chairman and its CEO as legal representatives of GTECH and signatories of the tax declarations. Charges, if any, would be based on the alleged errors and omissions of the tax declarations during the three years which were already the subject of the settlement by GTECH with the Italian tax agency.

On April 28, 2015, representatives of the Rome Public Prosecutor came to IGT PLC’s offices in Rome to collect documents and files. In addition, one senior executive and one member of the Board of Directors of IGT PLC were served with a notice that each is subject to a criminal investigation in Italy relating to Italian tax returns filed by IGT PLC’s predecessor company, GTECH S.p.A. (fka Lottomatica S.p.A. referred to herein as “GTECH”), for the tax years 2006-2013. Under the relevant Italian statutes, the signatories of the corporate tax returns, and not the corporation itself, are subject to investigation. The individuals are Lorenzo Pellicioli, then chairman of GTECH’s Board of Directors and currently Vice-Chairman of IGT PLC’s Board of Directors, who was GTECH’s legal representative who signed the Italian corporate tax return for the 2013 tax year; and Marco Sala, then GTECH’s CEO and the current CEO and a director of IGT PLC, who signed the Italian corporate tax returns for the 2006, 2007 and 2008 tax years.  Renato Ascoli, then the general manager of GTECH’s Italian operations, who signed the Italian corporate tax returns for the 2009, 2010, 2011 and 2012 tax years, was also named in the notices, although he has not yet been served.

It is IGT PLC’s understanding that the current investigation is principally focused on the structuring of the original leveraged buyout of GTECH Holdings Corporation by Lottomatica S.p.A. and the subsequent conversion of a portion of the original debt incurred by GTECH Corporation into an equity increase from the parent company, Lottomatica S.p.A.

The Public Prosecutor is investigating whether GTECH’s income was under-reported in Italy for any of the tax years 2006-2013.  If the Public Prosecutor determines that income was under-reported in one or more tax years, the Public Prosecutor may choose to bring criminal charges in Italy against any or all of the above referenced individuals.

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IGT believes that the actions of the Company and the relevant managers were appropriate and complied with all applicable tax and other laws and that the allegations underlying the investigation are without merit.

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

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

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

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

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

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

We have policies and procedures designed to assist compliance with applicable laws and regulations and have trained our employees to comply with such laws and regulations.  While we believe that we have a strong culture of compliance and adequate systems of control, we seek to continuously improve our systems of internal controls and to remedy any weaknesses identified.  There can be no assurance however, that the policies and procedures we have implemented have been or will be followed at all times or will effectively detect and prevent violations of the applicable laws by one or more of our directors, officers, employees, consultants, agents or partners and, as a result, we could be subject to penalties and sanctions, which in turn could have a material adverse effect on our business, results of operations and financial condition.

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

Due to the nature of its business, IGT PLC is involved in a number of legal, regulatory, tax and arbitration proceedings regarding, among other matters, claims by and against it as well as injunctions by third parties arising out of the ordinary course of its business and is subject to investigations and compliance inquiries related to its ongoing operations. The outcome of these proceedings and similar future proceedings cannot be predicted with certainty. As of December 31, 2014, GTECH’s2015, our total provision for litigation risks was €5.6$17.7 million. However, it is difficult to accurately estimate the outcome of any proceeding. As such, the amounts of IGT PLC’s provision for litigation risk accrued also on the basis of assessments made by external counsel, could vary significantly from the amounts IGT PLC may be asked to pay and from the amounts IGT PLC would ultimately pay in any such proceeding. In addition, unfavorable resolution of or significant delay in adjudicating such proceedings could require IGT PLC to pay substantial monetary damages or penalties and/or incur costs which may exceed any provision for litigation risks or, under certain circumstances, cause the termination or revocation of the relevant concession, license or authorization and thereby have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

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

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

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

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

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

IGT PLC is a global business and derives a substantial portion of its revenues from operations outside of Italy and the United States (16.8%(20.2% of GTECH’sits total consolidated revenues for the year ended December 31, 2014; and 19.3% and 18.5% for the years ended December 31, 2013 and 2012, respectively)2015). IGT PLC also operates in tribal jurisdictions with sovereign immunity which subjects it to certain inherent risks. In addition, certain aspects of IGT PLC’s domestic U.S. business, such as its supply chain, may be impacted by events and conditions internationally. Risks associated with IGT PLC’s internationalglobal operations include increased governmental regulation of the online lottery and commercial gaming industries in the markets where it operates, exchange controls or other currency restrictions and significant political instability.

Other economic risks that IGT PLC’s international activity subjects it to include additionalof doing business globally include:

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

·                  Inflation or currency devaluation, illiquid

·                  Illiquid or restricted foreign exchange markets, high

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

·                  Restrictions on foreign direct investment restrictions.  investment.

Political risks includeinclude:

·                  Political instability or change of leadership changein government,

·                  Change of governmental policies, newlaws or regulations,

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

·                  Failure of a government to honor existing contracts, changes in tax laws

·                  Governmental corruption, and corruption, as well as global risk aversion driven by political

·                  Political unrest, war andor acts of terrorism.

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

financial condition or prospects.

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

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

Although IGT PLC takes measures intended to prevent disclosure of its trade secrets and proprietary know-how through non-disclosure and confidentiality agreements and other contractual restrictions, IGT PLC may not be able to prevent the unauthorized disclosure or use of its technical knowledge or trade secrets. For example, there can be no assurance that consultants, vendors, partners, former employees or current employees will not breach their

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obligations regarding non-disclosure and restrictions on use. In addition, anyone could seek to challenge, invalidate, circumvent or render unenforceable any IGT PLC patent. IGT PLC cannot provide assurance that any pending or future patent applications it holds will result in an issued patent, or that, if patents are issued, they would necessarily provide meaningful protection against competitors and competitive technologies and/or adequately protect IGT PLC’s then-current products and technologies. IGT PLC may not be able to detect the unauthorized use, or access from breaches of IGT PLC’s cybersecurity efforts, of its intellectual property or take appropriate steps to enforce its intellectual property rights effectively, and certain contractual provisions, including restrictions on use, copying, transfer and disclosure of licensed programs, may be unenforceable under the laws of certain jurisdictions.

IGT PLC licenses intellectual property rights from third parties. If such third parties do not properly maintain or enforce the intellectual property rights underlying such licenses, or if such licenses are terminated or expire without being renewed, IGT PLC could lose the right to use the licensed intellectual property, which could adversely affect its competitive position or its ability to commercialize certain of its technologies, products or services.

In addition, some of IGT PLC’s most popular games and features are based on trademarks, patents, and other intellectual property licensed from third parties. IGT PLC’s future success may depend upon its ability to obtain, retain and/or expand licenses for popular intellectual property rights with reasonable terms in a competitive market. In the event that IGT PLC cannot renew and/or expand existing licenses, it may be required to discontinue or limit IGT PLC’s use of the games or gaming machines that use the licensed technology or bear the licensed marks.

IGT PLC’s success may depend in part on its ability to obtain trademark protection for the names or symbols under which IGT PLC markets its products and to obtain copyright protection and patent protection of IGT PLC’s proprietary technologies, intellectual property and other game innovations. IGT PLC may not be able to build and maintain goodwill in IGT PLC’s trademarks or obtain trademark or patent protection, and there can be no assurance that any trademark, copyright or issued patent will provide competitive advantages for IGT PLC or that IGT PLC’s intellectual properties will not be successfully challenged or circumvented by competitors.

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

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

IGT PLC cannot provide assurance that its products or methods do not infringe the patents or other intellectual property rights of third parties. Infringement and other intellectual property claims and proceedings brought against IGT PLC, whether successful or not, are costly, time-consuming and distracting to management, and could harm IGT PLC’s reputation. In addition, intellectual property litigation or claims could require IGT PLC to do one or more of the following: (1) cease selling or using any of its products that allegedly incorporate the infringed intellectual property, (2) pay substantial damages, (3) obtain a license from the third party owner, which license may not be available on reasonable terms, if at all, (4) rebrand or rename its products, and (5) redesign its products to avoid infringing the intellectual property rights of third parties, which may not be possible and, if possible, could be costly, time-consuming or result in a less effective product. The loss of proprietary technology or a successful claim against IGT PLC could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

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

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

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

The real and perceived integrity and security of a lottery isare critical to its ability to attract players. IGT PLC strives to set exacting standards of personal integrity for its employees and directors, as well as system security for the systems that it provides to its customers, and its reputation in this regard is an important factor in its business

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dealings with lottery and other governmental agencies. For this reason, an allegation or a finding of improper conduct on IGT PLC’s part, or on the part of one or more of its current or former employees, directors or agents that is attributable to IGT PLC, or an actual or alleged system security defect or failure attributable to IGT PLC, could have a material adverse effect upon IGT PLC’s results of operations, business, financial condition or prospects, including its ability to retain or renew existing contracts or obtain new contracts.

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

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

IGT PLC’s lottery operations are dependent upon its continued ability to retain and extend its existing contracts and win new contracts.

IGT PLC derives a portion of its revenues and cash flow from its portfolio of long-term lottery contracts in the Americas and International segments (equal to approximately 28.4% of GTECH’s total consolidated revenues for the year ended December 31, 2014 and 27.9% for the year ended December 31, 2013, respectively), awarded through competitive procurement processes.  In addition, IGT PLC’s U.S. lottery contracts typically permit a lottery authority to terminate the contract at any time for failure to perform and for other specified reasons, and many of these contracts in the U.S. permit the lottery authority to terminate the contract at will with limited notice and do not specify the compensation, if any, to which IGT PLC would be entitled were such termination to occur.

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

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

IGT PLC has a concentrated customer base in certain business segments and the loss of any of its larger customers (or lower sales from any of these customers) could lead to significantly lower revenue.

Revenues from GTECH’sIGT PLC’s top ten customers outside of Italyin its North America Lottery and International segments accounted for approximately 18.2%16.8% of GTECH’sits total consolidated revenues for the year ended December 31, 2014 (18.3% and 17.7% for the years ended December 31, 2013 and 2012, respectively).2015. If IGT PLC were to lose any of these larger customers, or if these larger customers experience slow lottery ticket sales and consequently reduced lottery revenue, there could be a material adverse effect on

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

IGT PLC’s dependence on certain suppliers creates a risk of implementation delaysWe face supply chain risks that, if the supply contract is terminated or breached, and any delays may result in substantial penalties.not properly managed, could adversely affect our financial results.

IGT PLC purchases most of the parts, components and subassemblies necessary for its lottery and machine gaming terminals and other system components from outside sources. IGT PLC outsources all of the manufacturing and assembly of certain lottery products to a single vendor while other products have portions outsourced to multiple qualified vendors. Although IGT PLC works closely with its manufacturing outsourcing vendor and IGT PLC is likely to be able to realign its manufacturing facilities to manufacture its products itself, IGT PLC’s operating results could be adversely affected if one or more of its manufacturing outsourcing vendors failedfails to meet production schedules.  For example, while most of the parts, components and subassemblies can be purchased through more

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than one supplier, IGT PLC currently has approximately three material sole source vendors for lottery terminals for its lottery products.  GTECH’s total purchases from these three vendors during the year ended December 31, 2014 was approximately 64% of its total consolidated purchases of parts, components and subassemblies for that product for that year. IGT PLC’s management believes that if a supply contract with one of these vendors were to be terminated or breached, IGT PLC would be able to replace the vendor. However, it may take time to replace the vendor under some circumstances and any replacement parts, components or subassemblies may be more expensive, which could reduce IGT PLC’s margins. Depending on a number of factors, including the level of the related part, component or subassembly in IGT PLC’s inventory, the time it takes to replace a vendor may result in a delay in its implementation for a customer. Generally, if IGT PLC fails to meet its delivery schedules under its contracts, it may be subject to substantial penalties or liquidated damages, or even contract termination, which in turn could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

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

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

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

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

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

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

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

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

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

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

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

The gaming and betting industry is highly regulated.

The gaming and betting industry is highly regulated. In Italy, this regulation determines, among others, (1) games that may be operated and amounts that may be charged by operators, (2) the prizes for the players, (3) the compensation paid to concessionaires, including IGT PLC, (4) the kinds of points of sale and (5) the applicable tax regulations. Renewing existing and applying for new licenses, concessions, permits and approvals can be costly and time-consuming and there is no assurance of success. Any failure to renew or obtain any such license, concession, permit or approval could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects. Any changes in the legal or regulatory framework or other changes, such as increases in the taxation of gaming or betting, changes in the compensation paid to concessionaires or increases in the number of licenses, authorizations or concessions awarded to competitors of IGT PLC could materially and adversely affect its profitability. For instance, the profitability of the video lottery terminal (“VLT”) sector has declined since 2012, after ADM increased taxation on VLTs from 2% to 4% in January 2012, and then to 5% during 2013 through 2015, and 2014.then to 5.5% effective January 1, 2016.

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

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

seeking to do business there.

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

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

A significant threat for the entire gaming and betting industry arises from illegal activities. Such illegal activities may drain significant betting volumes away from the regulated industry. In particular, illegal gaming could take away a portion of the present players that are the focus of IGT PLC’s business. The loss of such players could have a material adverse effect on IGT PLC’s results of operations, business, financial condition or prospects.

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

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

·                  managing a significantly larger company;

·                  coordinating geographically separate organizations;

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

·                  retaining existing customers and attracting new customers;

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

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

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

·                  consolidating corporate and administrative infrastructures and eliminating duplicative operations;

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

·                  unanticipated changes in applicable laws and regulations;

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

·                  unforeseen expenses or delays associated with the Mergers.

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

Covenants in the Company’s debt agreements may limit its ability to operate its business, and the Company’s breach of such covenants could materially and adversely affect its business, financial condition and results of operations.

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

·                  pay dividends and repurchase shares;

·                  acquire assets of other companies or acquire, merge or consolidate with other companies;

·                  dispose of assets;

·                  extend credit to other persons;

·                  incur indebtedness; and

·                  grant security interests in its assets.

The Company’s ability to comply with these covenants may be affected by events beyond its control, such as prevailing economic, financial, regulatory and industry conditions. These covenants may limit its ability to react to market conditions or take advantage of potential business opportunities. Further, a breach of such covenants could, if not cured or waived, result in acceleration of its indebtedness, result in the enforcement of security interests or force the Company into bankruptcy or liquidation, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s inability to successfully complete and integrate future acquisitions could limit its future growth or otherwise be disruptive to its ongoing business.

From time to time, the Company expects it will pursue acquisitions in support of its strategic goals. In connection with any such acquisitions, the Company could face significant challenges in managing and integrating its expanded or combined operations, including acquired assets, operations and personnel. There can be no assurance that acquisition opportunities will be available on acceptable terms or at all or that IGT PLC will be able to obtain necessary financing or regulatory approvals to complete potential acquisitions. The Company’s ability to succeed in implementing its strategy will depend to some degree upon the ability of its management to identify, complete and successfully integrate commercially viable acquisitions. Acquisition transactions may disrupt the Company’s ongoing business and distract management from other responsibilities.

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

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

of gaming in any

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

In addition, the construction of new casinos or expansion of existing casinos fluctuates with demand, general economic conditions and the availability of financing. Slow growth in the establishment of new gaming jurisdictions, delays in the opening of new or expanded casinos and declines in, or low levels of demand for, machine replacements could reduce the demand for IGT PLC’s products and IGT PLC’s future profits. Because a substantial portion of IGT PLC’s sales come from repeat customers, its business could be affected if one or more of IGT PLC’s customers consolidates with another entity that utilizes more of the products and services of IGT PLC’s competitors or that reduces spending on IGT PLC’s products or causes downward pricing pressures. Such consolidations could lead to order cancellations, a slowing in the rate of gaming machine replacements, or require IGT PLC’s current customers to switch to IGT PLC’s competitors’ products, any of which could negatively impact IGT PLC’s results of operations.

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

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

The gaming industry is intensely competitive.  IGT PLC faces competition from a growing number of companies and, if IGT PLC is unable to compete effectively, IGT PLC’s business could be negatively impacted.

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

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

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

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

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

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

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

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

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

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

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

In addition, IGT PLC’s relationships with Facebook, Apple and AppleGoogle are not governed by a contract, but rather by Facebook and Apple’seach’s standard terms and conditions for application developers. Each of Facebook, Apple and Apple each modifyGoogle modifies these terms and conditions as well as their respective privacy policies from time to time, and any future changes, including any changes required as a result of government regulation, could have a material adverse impact on IGT PLC’s business. For example, if Facebook, and Apple or Google were to increase the fees they charge application

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developers, IGT PLC’s gross profit and operating income would suffer. Additionally, if users were to limit IGT PLC’s ability to use their personal information, if Facebook, and Apple or Google were to develop competitive offerings, either on its own or in cooperation with another competitor, or if Facebook, and Apple or Google were to alter theirits operating platform to IGT PLC’s detriment, IGT PLC’s growth prospects would be negatively impacted.

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

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

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

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

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

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

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

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

Any disruption in IGT PLC’s network or telecommunications services, or those of third parties that IGT PLC utilizes in its operations, could affect IGT PLC’s ability to operate its games or financial systems, which would result in reduced revenues and customer downtime. IGT PLC’s network and databases of business and customer

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information, including intellectual property, trade secrets, and other proprietary business information and those of third parties IGT PLC utilizes, are susceptible to outages due to fire, floods, power loss, break-ins, cyber-attacks, network penetration, data privacy or security breaches, denial of service attacks, and similar events, including inadvertent dissemination of information due to increased use of social media. Despite the implementation of network security measures and data protection safeguards by IGT PLC and third parties IGT PLC utilizes, including a disaster recovery strategy for back office systems, IGT PLC’s servers and computer resources, and those of third parties IGT PLC utilizes, are vulnerable to viruses, malicious software, hacking, break-ins or theft, third party security breaches, employee error or malfeasance, and other potential compromises. Disruptions from unauthorized access to or tampering with IGT PLC’s computer systems, or those of third parties IGT PLC utilizes, in any such event could result in a wide range of negative outcomes, including devaluation of IGT PLC’s intellectual property, increased expenditures on data security, and costly litigation, each of which could have a material adverse effect on IGT PLC’s business, reputation, operating results and financial condition.

Any disruption in IGT PLC’s network or telecommunications services could affect IGT PLC’s ability to operate its games or financial systems, which would result in reduced revenues and customer downtime.  IGT PLC’s network and databases of business and customer information, including intellectual property, trade secrets, and other proprietary business information, are susceptible to outages due to fire, floods, power loss, break-ins, cyber-attacks, network penetration, data privacy or security breaches, denial of service attacks, and similar events, including inadvertent dissemination of information due to increased use of social media.  Despite IGT PLC’s implementation of network security measures and data protection safeguards, including a disaster recovery strategy for back office systems, IGT PLC’s servers and computer resources are vulnerable to viruses, malicious software, hacking, break-ins or theft, third party security breaches, employee error or malfeasance, and other potential compromises.  Disruptions from unauthorized access to or tampering with IGT PLC’s computer systems in any such event could result in a wide range of negative outcomes, including devaluation of IGT PLC’s intellectual property, increased expenditures on data security, and costly litigation, adverse publicity or regulatory action, each of which could have a material adverse effect on IGT PLC’s business, reputation, operating results and financial condition.  In addition, sophisticated hardware and operating system software and applications that IGT PLC procures from third parties may contain defects in design or manufacture that could unexpectedly interfere with IGT PLC’s operations.  The cost to alleviate security risks, defects in software and hardware and address any problems that occur could negatively impact IGT PLC’s sales, distribution and other critical functions, as well as its financial results.

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

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

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

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

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New conflict minerals regulations may cause IGT PLC to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing IGT PLC’s products.

On August 22, 2012, the SEC adopted a new rule requiring disclosures of specific minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured, or contracted to be manufactured, by public companies.  The new rule requires companies to verify and disclose whether or not such minerals originate from the Democratic Republic of Congo or an adjoining country.  The first disclosure report, relating to the calendar year of 2013, was filed by IGT with the SEC on June 2, 2014.

There are costs associated with complying with these disclosure requirements, including the diligence to determine the sources of conflict minerals used in IGT PLC’s products and other potential changes to products, processes or sources of supply as a consequence of such verification activities.  The implementation of this rule could adversely affect the sourcing, supply and pricing of materials used in IGT PLC’s products.  The new rule could affect the availability in sufficient quantities and at competitive prices of certain minerals used in the manufacture of IGT PLC’s products, given that there may be only a limited number of ‘conflict free’ minerals, which could result in increased material and component costs and additional costs associated with changes in IGT PLC’s supply chain.  IGT PLC may also face reputational challenges if it determines that certain of its products contain minerals not determined to be conflict free or if IGT PLC is unable to sufficiently verify the origins for all conflict minerals used in its products through the procedures IGT PLC may implement.

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

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

Negative perceptions and publicity surrounding the gaming industry could lead to increased gaming regulation.

From time to time, the gaming industry is exposed to negative publicity related to gaming behavior, gaming by minors, the presence of gaming machines in too many shops, risks related to online gaming and alleged association with money laundering. Publicity regarding problem gaming and other concerns with the gaming industry, even if not directly connected to IGT PLC, could adversely impact its business, results of operations and financial condition. For example, if the perception develops that the gaming industry is failing to address such concerns adequately, the resulting political pressure may result in the industry becoming subject to increased regulation. Such an increase in regulation could adversely impact our business, results of operations and financial condition.

RISK FACTORS RELATING TO THE COMPANY FOLLOWING COMPLETION OF THE MERGERSAny decisions to reduce or discontinue paying cash dividends to our shareholders could cause the market price for our ordinary shares to decline.

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

The Company may not realize the cost savings, synergiesRecent and other benefits that the parties expect to achieve from the Mergers.

The combination of two independent companies is a complex, costly and time-consuming process.  As a result, the Company is required to devote significant management attention and resources to integrating the business practices and operations of IGT PLC and IGT.  The integration process may disrupt the business of either or both of the companies and, if implemented ineffectively, could preclude realization of the full benefits expected by IGT PLC, including $280 million of potential EBITDA synergies, driven by potential cost savings of $230 million and revenue synergies of $50 million, which we expect to achieve by fiscal year 2018.  The failure of the Company to meet the challenges involved in successfully integrating the operations of IGT PLC and IGT or otherwise to realize

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IGT PLC intends to operate so as to be treated exclusively as a resident of the U.K. for tax purposes, but the relevant tax authorities may treat it as also being a resident of another jurisdiction for tax purposes.affiliates

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

Even if IGT PLC is resident of the U.K. for tax purposes, as expected, it would nevertheless not be treated as a resident of the U.K. if (a) it were concurrently resident of another jurisdiction (applying the tax residence rules of that jurisdiction) that has a double tax treaty with the U.K.owns subsidiaries incorporated and (b) there is a tiebreaker provisiondoing business in that tax treaty which allocates exclusive residence to that other jurisdiction.

Residence of IGT PLC for Italian tax purposes is largely a question of fact based on all relevant circumstances.  A rebuttable presumption of residence in Italy may apply under Article 73(5-bis) of the Italian Consolidated Tax Act, or CTA.  However, IGT PLC intends to set up its management and organizational structure in such a manner that it should be regarded as resident in the U.K. from its incorporation for the purposes of the Italy-U.K. tax treaty.  Because this analysis is highly factual and may depend on future changes in IGT PLC’s management and organizational structure, there can be no assurance regarding the final determination of IGT PLC’s tax residence.  Should IGT PLC be treated as an Italian tax resident, it would be subject to taxation in Italy on its worldwide income and may be required to comply with withholding tax and/or reporting obligations provided under Italian tax law, which could result in additional costs and expenses.

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

TheVoting power with respect to our shares is concentrated in a small number of IGT PLC shareholders, and the loyalty voting structure, to be implementedwhen it becomes effective in connection with the Mergers2018, may further concentrate and/or sustain voting power in a small number of IGT PLC shareholders and such concentration may increase over time.

A relatively large proportion of the voting power of IGT PLC could beis concentrated in a relatively small number of shareholders who would have the ability to exert significant influence over us.the Company.  As of May 14, 2015,April 21, 2016, De Agostini S.p.A. and DeA Partecipazioni S.p.A. (collectively, “De Agostini”) had a voting interest in IGT PLC of approximately 52.1%51.45%. See “Item 7. Major Shareholders and Related Party Transactions” for additional information.  These holders have the ability to exert significant influence over our business and may make decisions with which other shareholders may disagree, including, among other things,

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

In addition,The loyalty voting structure set forth in the IGT PLC Articles, when it becomes effective in 2018, may further concentrate and/or sustain voting power in a small number of shareholders.  Under the loyalty voting structure, IGT PLC shareholders that maintain their ownership of IGT PLC ordinary shares continuously for at least three years will be entitled, upon election, to direct the voting rights in respect of one special voting share per ordinary share held for such period, provided that such shareholders meet the conditions described in “Item 10—B.  Memorandum and Articles of Association—Loyalty Plan” beginning on page 144.certain conditions.  If IGT PLC shareholders maintaining ownership of a significant number of IGT PLC ordinary shares for an uninterrupted period of at least three years elect to receive the right to direct the exercise of the voting rights attaching to special voting shares, it is possible that a relatively large proportion of the voting power of IGT PLC could be further concentrated in a relatively small number of shareholders who would have or increase their significant influence over IGT PLC.

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IGT PLC was formed as a business combination shell company on July 11, 2014 under the name “Georgia Worldwide Limited.” On September 16, 2014, it changed its legal name to “Georgia Worldwide PLC,” and on February 26, 2015, it changed its legal name to “International Game Technology PLC.” Prior to the Mergers, IGT PLC did not conduct any material activities other than those incident to its formation and the matters contemplated by the Merger Agreement, such as the formation of Georgia Worldwide Corporation, the making of certain required securities law filings and the preparation of the proxy statement/prospectus filed in connection with the Mergers.

Acquisition of International Game Technology

The Mergers

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

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

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

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

Settlement of Cash Exit Rights

Under Italian law, GTECH shareholders who did not approve the Holdco Merger were entitled to exercise cash exit rights (“diritto di recesso”). On April 2, 2015, the 19,796,852 GTECH shares for which entitled GTECH shareholders exercised cash exit rights in relation to the Holdco Merger were settled at the cash exit price of €19.174 per share. Holders of the 62,607 GTECH cash exit shares that had been purchased in a pre-emptive offer pursuant to Article 2437-quater of the Italian Civil Code received ordinary shares of IGT PLC on the basis of the Exchange Ratio, and an interim dividend equal to €0.75. The residual 19,734,245 cash exit shares were purchased by GTECH pursuant to Article 2437-quater, para. 5, of the Italian Civil Code for a total cash consideration of €378.4$407.8 million and cancelled in the Holdco Merger, together with the 2,183,503 treasury shares held at that time by GTECH.

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Dividend PaymentPayments

On January 21,The Company paid interim cash dividends on its ordinary shares during 2015 we declared an interim dividendas follows:

Dividends paid in euro in the first quarter of €0.75 per share, resulting2015 were translated into U.S. dollars at the exchange rate in an aggregateeffect on the date of €129.6 million, of which €114.7 million was paid.payment

Other Transactions

On March 25, 2014, GTECH acquired from UniCredit S.p.A. (“UniCredit”), through the exercise of a call option, the entire 12.5% interest held by UniCredit in SW Holding S.p.A. (“SW”) for cash consideration of €72.2 million.  In 2010, through its investment in SW, UniCredit had made an indirect equity investment in Lotterie Nazionali S.r.l. (“LN”), a majority-owned GTECH subsidiary that holds an instant ticket concession license in Italy.  GTECH’s direct and indirect ownership in LN has increased from 51.5% to 64% as a result of the buyout of UniCredit’s interest.  Following the completion of this buyout, on December 1, 2014, and effective from December 3, 2014, SW was merged with and into GTECH.

In April 2014, GTECH’s subsidiary Big Easy S.r.l.  (“Big Easy”), a machine operator company, signed a contract with Gioco Better S.r.l.  to acquire gaming halls where AWPs and VLTs managed and operated by Lottomatica Videolot Rete S.p.A. (“Videolot”), GTECH’s wholly owned subsidiary, are installed.

In May 2014, GTECH completed the acquisition of the share capital of Probability plc, a U.K.-based, AIM-listed mobile gaming solutions company.

In June 2014, Siderbet S.r.l merged into Lottomatica Scommesse S.r.l.

In July 2014, GTECH’s subsidiary, LIS S.p.A. executed an ongoing business concern transfer agreement whereby it transferred its sports and events ticketing business (“LisTicket”) to the international operator TicketOne, CTS Eventim Group.  Under the agreement, LIS S.p.A. retains its role as service provider.

In July 2014, Videolot, through its wholly owned subsidiary Optima Gaming Service S.r.l.  (“Optima”), acquired, as part of a project known as “downstream integration,” a 36-month lease of Royal S.r.l.’s going concern to operate as a retail operator in the Italian gaming machines market; the lease agreement includes a call option to purchase the going concern from Royal.

On November 26, 2014, effective from December 1, 2014, Totobit Informatica Software e Sistemi S.p.A. (“Totobit”), a wholly owned subsidiary of LIS S.p.A. whose sole activity consists of selling mobile top-ups and stamp duties at bars and newspaper shops, was merged with and into LIS S.p.A.

On December 17, 2014, GTECH transferred to its wholly owned Italian subsidiary, Lottomatica Holding S.r.l., its entire holdings in Lottomatica Italia Servizi S.p.A. (100%), Sed Multitel S.r.l.  (100%), and Lottomatica Scommesse S.r.l.  (100%), by way of in-kind contributions, as well as Lotterie Nazionali S.r.l.  (64%) and Lottomatica Videolot Rete S.p.A. (100%), by way of sale and purchase agreements, effective December 31, 2014.  The capital increases of Lottomatica Holding S.r.l.  serving the in-kind contributions and the stock purchases consideration amounted to €908 million and €1,442 million, respectively.

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

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

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