International Game Technology
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-10684
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A. |
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Full title of the plan and the address of the plan, if different from that of the
issuer named below: |
IGT PROFIT SHARING PLAN
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B. |
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Name of issuer of the securities held pursuant to the plan and the address of its
principal executive office: |
INTERNATIONAL GAME TECHNOLOGY
9295 Prototype Drive, Reno, NV 89521
(775) 448-7777
REQUIRED INFORMATION
The IGT Profit Sharing Plan (the Plan) is subject to the Employee Retirement Income Security Act of
1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the
financial statements and schedule of the Plan for the fiscal years ended December 31, 2006 and
2005, which have been prepared in accordance with accounting principles generally accepted in the
United States of America and which satisfy the financial reporting requirements of ERISA, are filed
herewith and incorporated herein by this reference. The written consent of Grant Thornton LLP with
respect to the 2006 annual financial statements of the Plan is filed as Exhibit 23.1 to this Annual
Report. The written consent of Deloitte & Touche LLP with respect to the 2005 annual financial
statements of the Plan is filed as Exhibit 23.2 to this Annual Report.
IGT Profit Sharing Plan
Financial Statements as of and for the Years Ended
December 31, 2006 and 2005, Supplemental
Schedule as of December 31, 2006, and
Report of Independent Registered Public Accounting
Firms
IGT Profit Sharing Plan
Table of Contents
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FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2006 AND 2005: |
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SUPPLEMENTAL SCHEDULE: |
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Note: Other schedules required by Section 2520.103-10 of the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 are omitted because of the absence of
conditions under which they are required.
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Signature |
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12 |
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Exhibit 23.1 — Consent of Independent Registered Public Accounting Firm (2006) |
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Exhibit 23.2 — Consent of Independent Registered Public Accounting Firm (2005) |
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14 |
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| EXHIBIT 23.1 |
| EXHIBIT 23.2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of the
IGT Profit Sharing Plan:
We have audited the accompanying statement of net assets available for benefits of the IGT Profit
Sharing Plan (the Plan) as of December 31, 2006, and the related statement of changes in net assets
available for benefits for the year then ended. These financial statements are the responsibility
of the Plan’s management. Our responsibility is to express an opinion on these financial statements
based on our audit. The financial statements of the Plan as of and for the year ended December 31,
2005, were audited by other auditors. Those auditors expressed an unqualified opinion on those
financial statements in their report dated June 23, 2006.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the 2006 financial statements present fairly, in all material respects, the net
assets available for benefits of the Plan as of December 31, 2006, and the changes in net assets
available for benefits for the year then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic 2006 financial
statements taken as a whole. The supplemental schedule of assets (held at end of year) as of
December 31, 2006, is presented for the purpose of additional analysis and is not a required part
of the basic 2006 financial statements, but is supplementary information required by the Department
of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management.
Such schedule has been subjected to the auditing procedures applied in the audit of the basic 2006
financial statements and, in our opinion, is fairly stated in all material respects when considered
in relation to the basic 2006 financial statements taken as a whole.
/s/ Grant Thornton LLP
Reno, Nevada
June 25, 2007
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of the
IGT Profit Sharing Plan:
We have audited the accompanying statement of net assets available for benefits of the IGT Profit
Sharing Plan (the Plan) as of December 31, 2005, and the related statement of changes in net assets
available for benefits for the year then ended. These financial statements are the responsibility
of the Plan’s management. Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2005, and the changes in net assets available
for benefits for the year then ended in conformity with accounting principles generally accepted
in the United States of America.
/s/ Deloitte & Touche LLP
Los Angeles, California
June 23, 2006
2
IGT Profit Sharing Plan
Statements of Net Assets Available for Benefits
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| December 31, |
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2006 |
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2005 |
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Assets |
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Cash |
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$ |
2,348,801 |
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$ |
1,437,496 |
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Investments, at fair value |
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380,617,345 |
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303,700,199 |
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Employer contributions receivable |
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553,175 |
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— |
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Loans to participants |
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13,005,951 |
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11,659,194 |
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Net assets available for benefits |
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$ |
396,525,272 |
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$ |
316,796,889 |
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The accompanying notes are an integral part of these financial statements.
3
IGT Profit Sharing Plan
Statements of Changes in Net Assets Available for Benefits
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| Years Ended December 31, |
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2006 |
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2005 |
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Additions to net assets attributed to: |
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Investment income: |
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Net increase (decrease) in fair value of investments |
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$ |
51,799,831 |
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(6,424,845 |
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Interest |
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813,105 |
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608,507 |
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Dividends |
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15,333,605 |
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9,958,194 |
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67,946,541 |
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4,141,856 |
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Contributions: |
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Employer |
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20,435,925 |
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16,296,910 |
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Participant |
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14,566,059 |
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13,354,052 |
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35,001,984 |
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29,650,962 |
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Total additions to net assets available for benefits |
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102,948,525 |
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33,792,818 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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23,086,894 |
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18,028,744 |
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Administrative expenses |
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133,248 |
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124,141 |
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Total deductions from net assets available for benefits |
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23,220,142 |
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18,152,885 |
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Net increase in net assets available for benefits |
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79,728,383 |
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15,639,933 |
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Net assets available for benefits: |
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Beginning of year |
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316,796,889 |
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301,156,956 |
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End of year |
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$ |
396,525,272 |
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$ |
316,796,889 |
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The accompanying notes are an integral part of these financial statements.
4
Notes to Financial Statements
1. Description of Plan
The IGT Profit Sharing Plan (Plan) is sponsored by International Game Technology (referred to
throughout these notes as IGT, we, our and us) and consists of two programs, the profit sharing
program and the 401(k) program. The following description of the Plan is provided for general
information purposes only. Participants should refer to the IGT Plan document and summary plan
description for a more complete description of the Plan’s provisions.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA), as amended, and other provisions of the Internal Revenue Code (IRC). This defined
contribution plan covering all eligible IGT employees was adopted in December 1980 and is
administered by Fidelity Investments (Fidelity).
On August 25, 2005, we completed the cash acquisition of WagerWorks, Inc. (WW), a provider of
internet gaming technology, content and services. The WagerWorks, Inc. 401(k) Plan (WW Plan) was
not merged with the Plan. Rollovers of the WW Plan were allowed into the Plan and are included in
participant contributions on the statements of changes in net assets available for benefits for the
years ended December 31, 2006 and 2005.
Profit Sharing Program
IGT may make an annual profit sharing contribution based on operating profits as determined by its
Board of Directors. The contribution is allocated to eligible participants’ accounts
proportionately based on annual eligible compensation.
Our employees are eligible to participate in the profit sharing program after completing 1,000
hours of service in a calendar year and reaching the age of 18. Once eligible, Plan participants
must be employed on the last day of the Plan year (December 31) to receive their annual profit
sharing allocations. Participation in profit sharing is retroactive to January 1 of the year in
which the employee became eligible.
401(k) Program
Participants may contribute up to 40% of their pretax annual compensation, as defined in the Plan.
Highly compensated employees were allowed to make elective deferral contributions up to 9% for
2006, and 8% for 2005, of their annual salary. Employees may make pre-tax contributions to their
accounts upon completion of 30 days of full time employment, or one year of 1,000 hours of
part-time employment. A participant may discontinue contributions to the Plan at any time.
Participants direct 100% of their contributions, matching contributions and profit sharing
contributions to the Plan.
IGT’s 401(k) contribution matching program provides for the matching of 100% of an employee’s
contributions up to $750 as determined by the Profit Sharing Committee. Employees are immediately
100% vested in all 401(k) contributions. The Plan also allows for rollover contributions from
other qualified retirement plans. If the rollover is from an individual retirement arrangement,
all assets in the prior retirement plan must have originated as contributions made under a
qualified plan.
5
Participant Accounts
Individual accounts are maintained for each Plan participant. Each participant’s account is
credited with the participant’s contribution, IGT’s employer matching contribution, allocations of
IGT profit sharing contributions, Plan earnings and/or losses less Plan expenses, and forfeitures
of non-vested portions of terminated participants’ profit sharing contributions, if any.
Investment Options
The profit sharing committee has selected twenty five investment options that have a variety of
growth and risk characteristics. Plan participants may allocate all contributions to one
investment fund or split them between any combination of funds in increments of 1%. A participant
may change how current and/or future contributions are invested at any time during the Plan year.
Profit Sharing funds are deposited annually into the Retirement Money Market Portfolio prior to
distribution to eligible participants. Once distributed, employer contributions are invested as
directed by the participants.
Benefit Payments and Vesting
Participants are immediately vested in their tax deferred 401(k) contributions, 401(k) employer
matching contributions, rollover contributions from other qualified plans, and the related
earnings. Through December 31, 2006 employer profit sharing contributions vest over seven years of
continuous service. A participant earns one year of vesting service for each Plan year (January 1
to December 31) in which he or she works at least 1,000 hours. A participant is fully vested after
seven consecutive years of service, based on the following schedule:
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| Completed Years |
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Vested |
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Portion |
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0 |
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0 |
% |
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1 |
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10 |
% |
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2 |
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20 |
% |
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3 |
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30 |
% |
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4 |
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45 |
% |
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5 |
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60 |
% |
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6 |
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80 |
% |
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7 |
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100 |
% |
Beginning January 2007, the employer profit sharing contributions will vest over six years in
compliance with the new regulations resulting from the Pension Protection Act of 2006.
Upon termination of employment, a participant may receive a lump sum payment equal to the vested
value of his or her account. If the termination of employment is by normal retirement (retirement
after age 65), by death or by reason of total disability, the participant becomes 100% vested and
has the right to receive payment in full. If a participant leaves IGT for any other reason, he or
she is entitled to a distribution only from the vested portion of his or her account.
In accordance with a change in federal tax laws, IGT amended the Plan effective March 28, 2005.
The Plan requires distributions to terminating participants with vested balances of less than
$5,000. The Plan will make a distribution directly to the terminating participant with vested
balances up to $1,000. If a terminating participant has a vested balance between $1,001 and
$5,000, the participant may elect to have such distributions paid directly to the individual or to
an eligible retirement plan in a direct rollover. If no election is made, such distribution will
be paid in a direct rollover to an individual retirement plan designated by Fidelity. If a
terminating participant’s vested account balance totals $5,000 or more, the individual may
voluntarily defer payment of benefits until the normal retirement date.
6
Forfeited Accounts
Forfeited non-vested accounts totaled zero at December 31, 2006 and $1,403,471 at December 31,
2005. Forfeited amounts may be first used to pay certain administrative expenses. To the extent
that any forfeitures remain, such forfeitures shall be used to reduce required IGT contributions to
the Plan, and thereafter shall be allocated to the participants in the Plan. Forfeitures in the
amount of $31,021 and $34,542 were used for administrative expenses during plan years 2006 and
2005, respectively. In addition, forfeitures of $3,947,207 and $1,049,971 were applied as employer
profit sharing contributions during the same periods.
Hardship Withdrawals
The Plan allows for hardship withdrawals under defined circumstances. The necessity of the
hardship withdrawal is reviewed by IGT’s plan administrator and includes allowances for major
medical expenses, purchase of a primary residence, college expenses for a family member, and
prevention of eviction from or foreclosure on a principal residence. A participant must stop
making pre-tax 401(k) contributions for six months following a hardship withdrawal.
Plan Termination
In the event of Plan termination, participants will become 100% vested in their accounts. Although
IGT has not expressed any intent to do so, IGT has the right under the Plan to discontinue
contributions at any time and to terminate the Plan subject to the provisions of ERISA.
Loans
Participants may borrow from their fund accounts up to a maximum of $50,000 or 50% of their vested
account balance, whichever is less. The loans are secured by the balance in the participant’s
account and bear interest at rates commensurate with local prevailing rates at the time funds are
borrowed, which is not less than the prime rate plus 1%. Principal and interest is paid ratably
through bi-weekly payroll deductions. The loan amount may be no less than $1,000 and repayment
must be over a period not to exceed 60 months. As of December 31, 2006 and 2005, interest rates on
loans ranged from 5% to 10.5% with maturities through 2012.
7
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America.
Cash
Cash represents interest bearing cash held for the purpose of providing liquidity and satisfying
daily participant requests related to the IGT Unitized Stock Fund. This fund is maintained in
accordance with the trust agreement between IGT and Fidelity.
Investments, at Fair Value
All Plan investments are stated at fair value based on quoted market prices. Participant loans are
valued at the outstanding loan balance.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date; the first trade-date that
the seller of stock will be entitled to the most recently announced dividend payment, generally two
days before the record date.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, and changes therein and disclosures of contingent
assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan utilizes various investment instruments, including mutual funds and common stock.
Investment securities, in general, are exposed to various risks, such as interest rate and credit
risk, as well as overall market volatility. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the value of investment securities
will occur in the near term and that such changes could materially affect the amounts reported in
the financial statements.
Administrative Expenses
Administrative expenses are paid by the Plan, including management and trustee fees. Consulting
and record keeping fees are paid by IGT.
Payment of Benefits
Benefit payments to participants are recorded upon distribution. As of December 31, 2006 and 2005
there were no amounts allocated to the accounts of persons who have elected to withdraw from the
Plan but have not yet been paid.
8
3. Investments
All investments of the Plan are administered by a Fidelity investment management agent. The
following table presents the fair value of investments which represent 5% or more of the Plan’s net
assets:
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| December 31, |
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2006 |
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2005 |
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IGT Unitized Stock Fund |
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$ |
112,624,142 |
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$ |
77,870,907 |
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Fidelity Diversified International Fund |
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30,153,012 |
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21,500,410 |
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Fidelity Dividend Growth Fund |
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30,768,238 |
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27,130,506 |
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Fidelity Equity—Income II Fund |
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26,905,730 |
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24,582,878 |
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Fidelity Retirement Money Market Portfolio |
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60,518,082 |
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55,756,532 |
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PIMCO Total Return Fund — Administration Class |
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— |
(1) |
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18,516,408 |
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| (1) |
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At December 31, 2006 the fair value of this fund was not greater than 5% of the Plan’s net assets. |
During the years ended December 31, 2006 and 2005, the Plan’s investments, including gains and
losses on investments bought and sold, as well as held during the year, increased (decreased) in
value as follows:
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| Years ended December 31, |
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2006 |
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2005 |
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Common Stock |
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$ |
38,655,472 |
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$ |
(10,353,394 |
) |
Mutual Funds |
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13,144,359 |
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3,928,549 |
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Total Increase (decrease) in Fair Value of Investments |
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$ |
51,799,831 |
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$ |
(6,424,845 |
) |
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4. Related Party Transactions
Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee
as defined by the Plan and therefore, these transactions qualify as party-in-interest transactions.
The Plan also pays administration expenses to Fidelity.
The Plan held 2,437,752 shares of IGT common stock with a cost basis of $61.0 million at December
31, 2006 and 2,529,919 shares with a cost basis of $55.7 million at December 31, 2005. In
addition, Plan investments in participant loans qualify as party-in-interest.
5. Federal Income Taxes
The Internal Revenue Service (IRS) has determined and informed us by a letter dated September 3,
2003, that the Plan and related trust were designed in accordance with the applicable requirements
of the IRC. The Plan has been amended since receiving the IRS determination letter; however, IGT
and the Plan administrator believe that the Plan is currently designed and operated in compliance
with the applicable requirements of the IRC and the Plan and related trust continue to be
tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial
statements.
******
9
IGT Profit Sharing Plan
EIN 88-0062109
Plan Number 93770
Form 5500, Schedule H, Part IV, Line 4i
Schedule of Assets (Held at End of Year)
as of December 31, 2006
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(b) |
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(c) |
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(e) |
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Description of investment including |
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Identity of issue, borrower, |
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maturity date, rate of interest, collateral, |
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Current |
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lessor, or similar party |
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par, or maturity value |
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Value |
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Common Stock |
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| * |
|
IGT |
|
IGT Unitized Stock Fund (2,437,752 shares) |
|
$ |
112,624,142 |
|
| |
| |
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Mutual Funds |
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Baron |
|
Baron Asset Fund |
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12,523,103 |
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| * |
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Fidelity |
|
Fidelity Diversified International Fund |
|
|
30,153,012 |
|
| * |
|
Fidelity |
|
Fidelity Dividend Growth Fund |
|
|
30,768,238 |
|
| * |
|
Fidelity |
|
Fidelity Equity-Income II Fund |
|
|
26,905,730 |
|
| * |
|
Fidelity |
|
Fidelity Freedom 2000 |
|
|
23,960 |
|
| * |
|
Fidelity |
|
Fidelity Freedom 2005 |
|
|
129,567 |
|
| * |
|
Fidelity |
|
Fidelity Freedom 2010 |
|
|
765,473 |
|
| * |
|
Fidelity |
|
Fidelity Freedom 2015 |
|
|
1,475,957 |
|
| * |
|
Fidelity |
|
Fidelity Freedom 2020 |
|
|
1,904,602 |
|
| * |
|
Fidelity |
|
Fidelity Freedom 2025 |
|
|
1,277,618 |
|
| * |
|
Fidelity |
|
Fidelity Freedom 2030 |
|
|
904,337 |
|
| * |
|
Fidelity |
|
Fidelity Freedom 2035 |
|
|
924,390 |
|
| * |
|
Fidelity |
|
Fidelity Freedom 2040 |
|
|
1,250,067 |
|
| * |
|
Fidelity |
|
Fidelity Freedom Income |
|
|
128,725 |
|
| * |
|
Fidelity |
|
Fidelity Low-Priced Stock Fund |
|
|
15,082,002 |
|
| * |
|
Fidelity |
|
Fidelity OTC Portfolio |
|
|
11,937,489 |
|
| * |
|
Fidelity |
|
Fidelity Puritan® Fund |
|
|
10,556,795 |
|
| * |
|
Fidelity |
|
Fidelity Retirement Money Market Portfolio |
|
|
60,518,082 |
|
| |
|
FMA Funds |
|
FMA Small Company Portfolio |
|
|
7,256,932 |
|
| |
|
Franklin |
|
Franklin Small-Mid Cap Growth Fund — Class A |
|
|
8,675,975 |
|
| |
|
PIMCO Funds |
|
PIMCO Total Return Fund — Administration Class |
|
|
17,775,653 |
|
| * |
|
Fidelity |
|
Spartan® U.S. Equity Index Fund |
|
|
13,465,420 |
|
| |
|
T Rowe Price |
|
TRP Mid Cap |
|
|
9,500,129 |
|
| |
|
T Rowe Price |
|
TRP Growth |
|
|
4,089,947 |
|
| |
| |
|
Cash |
|
Cash and Cash Equivalents |
|
|
2,348,801 |
|
| |
| * |
|
Various participants |
|
Participant loans (maturing 2007 to 2012 at |
|
|
|
|
| |
|
|
|
Interest rates of 5% to 10.5%) |
|
|
13,005,951 |
|
| |
|
|
|
|
|
|
|
| |
|
Total Assets Held For Investment Purposes |
|
|
|
$ |
395,972,097 |
|
| |
|
|
|
|
|
|
|
|
|
|
| * |
|
Indicates a party-in-interest to the Plan
Column (d), cost, has been omitted, as investments are participant-directed |
10
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly caused this annual
report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
|
|
|
|
|
|
|
|
| |
|
IGT PROFIT SHARING PLAN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
IGT Profit Sharing Plan Committee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ David Johnson
David Johnson
|
|
|
|
Date: June 28, 2007 |
|
|
|
|
Chairman |
|
|
|
|
|
|
|
|
IGT Profit Sharing Plan Committee |
|
|
|
|
11
EXHIBIT INDEX
| |
|
|
| Exhibit |
|
Description |
Exhibit 23.1
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
Exhibit 23.2
|
|
Consent of Independent Registered Public Accounting Firm |
12