1.0.0.3 false Credit Facilities and Indebtedness false 1 $ false false Unit_2 Standard http://www.xbrl.org/2003/instance shares xbrli 0 Unit_22 Standard http://www.xbrl.org/2003/iso4217 USD iso4217 0 Unit_5 Divide http://www.xbrl.org/2003/iso4217 USD iso4217 http://www.xbrl.org/2003/instance shares xbrli 0 2 Credit Facilities and Indebtedness 0 igt_CreditFacilitiesAndIndebtedness igt false na duration string Credit Facilities and Indebtedness false false false false false true false false false 1 false false 0 0 false false Credit Facilities and Indebtedness false 3 Debt Disclosure [Text Block] 1 us-gaap_DebtDisclosureTextBlock us-gaap true na duration string No definition available. false false false false false false false false false 1 false false 0 0 <div> 11. Credit Facilities and Indebtedness <table style="FONT-SIZE: 10pt" cellspacing="0" align="center"> <tbody> <tr style="FONT-SIZE: 0px" height="0"> <td width="465"></td> <td width="8"></td> <td width="56"></td> <td width="6"></td> <td width="6"></td> <td width="77"></td> <td width="6"></td> </tr> <tr> <td valign="bottom" width="465"> </td> <td valign="top" width="64" colspan="2"> June 30, </td> <td valign="top" width="6"> </td> <td valign="top" width="84" colspan="2"> September 30, </td> <td valign="top" width="6"> </td> </tr> <tr> <td style="BORDER-BOTTOM: #000000 1px solid" valign= "bottom" width="465"> Outstanding Debt </td> <td style="BORDER-BOTTOM: #000000 1px solid" valign="top" width="64" colspan="2"> 2009 </td> <td style="BORDER-BOTTOM: #000000 1px solid" valign="top" width="6"> </td> <td style="BORDER-BOTTOM: #000000 1px solid" valign="top" width="84" colspan="2"> 2008 </td> <td style="BORDER-BOTTOM: #ffffff 1px solid" valign="top" width="6"> </td> </tr> <tr> <td style="BACKGROUND-COLOR: #99ccff" valign="bottom" width="465"> (In millions) </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "8"> </td> <td style="BACKGROUND-COLOR: #99ccff" valign="bottom" width="56"> </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "77">    </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> </tr> <tr> <td valign="bottom" width="465"> Domestic credit facility </td> <td valign="top" width="8"> $ </td> <td valign="bottom" width="56"> 239.0 </td> <td valign="top" width="6">    </td> <td valign="top" width="6"> $ </td> <td valign="top" width="77"> 1,345.0 </td> <td valign="top" width="6">    </td> </tr> <tr> <td style="BACKGROUND-COLOR: #99ccff" valign="bottom" width="465"> Foreign credit facilities </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "8"> </td> <td style="BACKGROUND-COLOR: #99ccff" valign="bottom" width="56"> 1.3 </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "77"> 15.0 </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> </tr> <tr> <td valign="bottom" width="465"> Debentures </td> <td valign="top" width="8"> </td> <td valign="bottom" width="56"> 707.0 </td> <td valign="top" width="6">    </td> <td valign="top" width="6">    </td> <td valign="top" width="77"> 900.0 </td> <td valign="top" width="6">    </td> </tr> <tr> <td style="BACKGROUND-COLOR: #99ccff" valign="bottom" width="465"> Notes </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "8"> </td> <td style="BACKGROUND-COLOR: #99ccff" valign="bottom" width="56"> 850.0 </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "77"> - </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> </tr> <tr> <td valign="bottom" width="465"> Bonds </td> <td valign="top" width="8"> </td> <td valign="bottom" width="56"> 500.0 </td> <td valign="top" width="6">    </td> <td valign="top" width="6">    </td> <td valign="top" width="77"> - </td> <td valign="top" width="6">    </td> </tr> <tr> <td style="BACKGROUND-COLOR: #99ccff" valign="bottom" width="465"> Discount </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "8"> </td> <td style="BACKGROUND-COLOR: #99ccff" valign="bottom" width="56"> (2.7 </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6"> ) </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "77"> - </td> <td style="BACKGROUND-COLOR: #99ccff" valign="top" width= "6">    </td> </tr> <tr> <td valign="bottom" width="465"> Swap fair value adjustment </td> <td valign="top" width="8"> </td> <td valign="bottom" width="56"> 7.5 </td> <td valign="top" width="6">    </td> <td valign="top" width="6">    </td> <td valign="top" width="77"> - </td> <td valign="top" width="6">    </td> </tr> <tr> <td style="BACKGROUND-COLOR: #99ccff" valign="bottom" width="465"> Installment purchase contract </td> <td style= "BORDER-BOTTOM: #000000 1px solid; BACKGROUND-COLOR: #99ccff" valign="top" width="8"> </td> <td style= "BORDER-BOTTOM: #000000 1px solid; BACKGROUND-COLOR: #99ccff" valign="bottom" width="56"> 2.0 </td> <td style= "BORDER-BOTTOM: #ffffff 1px solid; BACKGROUND-COLOR: #99ccff" valign="top" width="6">    </td> <td style= "BORDER-BOTTOM: #000000 1px solid; BACKGROUND-COLOR: #99ccff" valign="top" width="6">    </td> <td style= "BORDER-BOTTOM: #000000 1px solid; BACKGROUND-COLOR: #99ccff" valign="top" width="77"> 3.1 </td> <td style= "BORDER-BOTTOM: #ffffff 1px solid; BACKGROUND-COLOR: #99ccff" valign="top" width="6">    </td> </tr> <tr> <td valign="bottom" width="465"> Total notes payable </td> <td style="BORDER-BOTTOM: #000000 3px double" valign= "top" width="8"> $ </td> <td style="BORDER-BOTTOM: #000000 3px double" valign= "bottom" width="56"> 2,304.1 </td> <td style="BORDER-BOTTOM: #ffffff 3px double" valign= "top" width="6">    </td> <td style="BORDER-BOTTOM: #000000 3px double" valign= "top" width="6"> $ </td> <td style="BORDER-BOTTOM: #000000 3px double" valign= "top" width="77"> 2,263.1 </td> <td style="BORDER-BOTTOM: #ffffff 3px double" valign= "top" width="6">    </td> </tr> </tbody> </table> We were in compliance with all applicable debt covenants at June 30, 2009. 14 <hr style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noshade= "noshade" size="1" />    Amended Domestic Credit Facility In June 2009, our $2.5 billion credit facility was amended and restated providing for a reduced revolving credit line of $2.1 billion, extending the maturity on $1.7 billion to June 8, 2012 and leaving $0.4 billion with the non-extended maturity of December 19, 2010. Upon the subsequent issuance of Bonds described below, the amended facility was further reduced by $0.3 billion to a total commitment of $1.8 billion, with $1.5 billion extended and $0.3 billion non-extended. Interest under the amended facility is paid at least quarterly with rates and facility fees based on our public debt ratings or debt to capitalization ratio. Initially, extended commitments bear interest at LIBOR plus 260 bps with a facility fee of 65 bps and non-extended commitments bear interest at LIBOR plus 37.5 bps with a facility fee of 12.5 bps. At June 30, 2009, $239.0 million was drawn on the amended facility ($201.7 million extended and $37.3 million non-extended), $1.6 billion was available, and $4.1 million was reserved for letters of credit. The outstanding amount carried a 2.65% weighted average interest rate. Half of amounts outstanding at December 19, 2010 will convert to term loans due in six installments. The first five installments, equal to 1.25% of the converted principal, are due March 31, June 30, September 30, December 31, 2011 and March 31, 2012, and the final installment for the remaining outstanding principal is due on June 8, 2012. IGT was required to repay $780.0 million outstanding under the original facility and immediately re-borrow it under the terms of the amended facility. Non-recurring charges of $4.4 million for associated breakage fees on the early repayments and deferred offering costs related to the commitment reduction were recorded in third quarter interest expense. Capitalized debt issuance costs of approximately $35.4 million will be amortized to interest expense over the amended facility term.   Obligations under the amended facility are generally unsecured, except that in the event of certain declines in our debt ratings (as described in the amended facility), we will grant a lien on 100% and 66% of the equity interests of our direct and wholly-owned domestic and foreign subsidiaries, respectively, pursuant to the terms of a Pledge and Security Agreement. The Notes, Bonds or similar securities issued by IGT and certain interest rate hedges provided by lenders or their affiliates under the amended facility are permitted to share in any collateral granted.  Any lien granted will be released if we satisfy the minimum debt rating requirements (as described in the amended facility) for at least three consecutive calendar months. The amended facility includes the following covenants (all terms as defined per the amended facility): ª a minimum ratio of adjusted EBITDA to interest expense (interest coverage ratio) ª a maximum ratio of Total Debt to adjusted EBITDA (total leverage ratio) ª certain restrictions on our ability to: § incur or guaranty additional debt, or enter into swap agreements § incur liens § merge with or acquire other companies, liquidate or dissolve § sell, transfer, lease or dispose of substantially all assets § change the nature of our business § declare or make cash dividends or distributions or pay cash for the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of our capital stock or equity interests or any return of capital to shareholders, provided that we may, as long as no continuing default has occurred, pay dividends of up to the lesser of $0.06 per common share per fiscal quarter or $25 million in any fiscal quarter The amended facility specifies a number of events of default (some of which are subject to applicable grace or cure periods), including failure to make timely principal and interest payments or satisfy the covenants. Upon the occurrence of an event of default under the credit facility, the lenders may cease making loans, terminate the commitments, and declare all amounts outstanding to be immediately due and payable. All features of the amended facility were evaluated for SFAS 133 embedded derivatives and we determined no embedded features require bifurcation.   15 <hr style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noshade= "noshade" size="1" />    Foreign Credit Facilities Our foreign credit facilities at June 30, 2009 totaled $54.8 million, of which $1.3 million was outstanding with a weighted average interest rate of 1.38%. These subsidiary credit facilities renew annually and are guaranteed by the parent company, International Game Technology. 2.6% Convertible Debentures Our outstanding Debentures pay interest semiannually in June and December. Holders have the right to require IGT to redeem the Debentures for cash at 100% of their principal amount plus accrued and unpaid interest, if any, on December 15, 2009, 2011, 2016, 2021, 2026, and 2031. Given current market conditions and the recent trading price of our common stock, we believe it is likely that outstanding Debenture holders will exercise this put right in December 2009.  At June 30, 2009, the Debentures were not classified as current liabilities because we had the intent and ability to refinance with our noncurrent domestic credit facility. The Debentures are general unsecured obligations of IGT, ranking equal with all existing and future unsecured and unsubordinated obligations. The Debentures rank junior to all existing and future subsidiary liabilities, including trade payables. We may use open market, privately negotiated, or structured transactions to repurchase our Debentures depending on market conditions and other factors. We repurchased no additional outstanding Debentures during the quarter. We recognized gains of $6.5 million for the nine months ended June 30, 2009 related to the repurchase of 193,000 outstanding $1,000 par Debentures. We repurchased no additional outstanding Debentures subsequent to the end of our third quarter through August 10, 2009. We evaluated all features of the Debentures for SFAS 133 embedded derivatives and determined the contingent interest feature represents an embedded derivative requiring bifurcation. The value of this derivative was nominal at June 30, 2009, and no related derivative liability was recorded. Any future derivative value will be adjusted through interest expense for changes in fair value. The market price condition for convertibility of our Debentures has not yet been met. 3.25% Convertible Notes On May 11, 2009, we issued $850.0 million aggregate principal amount of Notes, in a private placement for net proceeds of $822.5 million, after deferred offering costs of approximately $27.5 million, which will be amortized to interest expense over the Note term. We will pay interest at 3.25% on the Notes, semiannually on May 1 and November 1, beginning November 1, 2009. Proceeds from the Notes (net of amounts used for the separate note hedge transactions and funds provided by the separate warrant transactions described below) were used to reduce outstanding borrowings under our revolving domestic credit facility. The Notes are general unsecured obligations of IGT, ranking equal with all existing and future unsecured and unsubordinated obligations. The Notes rank junior to all existing and future subsidiary liabilities, including trade payables. The Notes mature on May 1, 2014, unless earlier repurchased by IGT or converted. The Notes are not redeemable at IGT's option before maturity, except in certain circumstances relating to applicable gaming authority regulations. The terms of the Notes may, in certain circumstances, require us to grant a lien on equity interests if certain downgrades by rating agencies occur. Each $1,000 Note is initially convertible into 50.0808 shares of IGT common stock, representing a conversion price of $19.97 per share. Upon conversion, a holder will receive cash up to the aggregate principal amount of each Note and shares of our common stock for any conversion value in excess of the principal amount as determined per the indenture. The conversion rate is adjustable upon the occurrence of certain events as defined in the indenture. The Notes are convertible under any of the following circumstances: ª during any fiscal quarter ending after September 30, 2009 (and only during such fiscal quarter), if the closing price of our common stock for at least 20 trading days in the last 30 trading day period of the immediately preceding fiscal quarter is more than 130% of the conversion price on the last trading day of the preceding fiscal quarter ª if specified corporate transactions occur as described further in the indenture 16 <hr style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noshade= "noshade" size="1" />    ª at any time on or after February 1, 2014 until the close of business on the second scheduled trading day immediately preceding May 1, 2014 Holders who convert their Notes in connection with a make-whole adjustment event, as defined in the indenture, may be entitled to a premium increase in the conversion rate. Upon the occurrence of a fundamental change, as defined in the indenture, such as certain mergers and acquisitions of our common stock or liquidation, holders have the option to require IGT to repurchase their Notes at a purchase price equal to 100% of the principal, plus accrued and unpaid interest. We evaluated all features of the Notes and determined no embedded features require bifurcation.   Note Hedges In connection with the Notes, we paid an aggregate amount of $177.3 million to certain initial Note purchasers or their affiliates (counterparties) for separate convertible note hedges to reduce the potential dilution upon conversion of the Notes in the event that the market value per share of our common stock, as measured under the Notes, at the time of exercise is greater than the conversion price of the Notes. The note hedges were separate transactions apart from the Notes or warrants described below and were recorded as an adjustment to stockholders' equity, net of deferred tax assets of $65.5 million. Note holders have no rights with respect to the note hedges. The note hedges cover, subject to anti-dilution and certain other customary adjustments substantially identical to those in the Notes, approximately 42.6 million shares of our common stock at a strike price of $19.97, which corresponds to the initial conversion price of the Notes. The note hedges are exercisable at each conversion date of the Notes and expire upon the earlier of the last day the Notes remain outstanding or the second scheduled trading day immediately preceding May 1, 2014. Warrants Additionally, we sold warrants to acquire approximately 42.6 million shares of common stock, subject to anti-dilution and certain other customary adjustments, at a strike price of $30.14 per share, to the counterparties for an aggregate amount of $66.8 million. The warrants are separate transactions apart from the Notes or note hedges and accounted for as an adjustment to stockholders' equity. Note holders have no rights with respect to the warrants. If the volume weighted average share price of our common stock, as measured under the warrants, exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share. The warrants expire over a series of dates with the final expiration date set to occur in November 2014. 7.5% Bonds On June 15, 2009, we issued $500.0 million aggregate principal amount of 7.5% Bonds due 2019, under our March 2009 shelf registration and June 11, 2009 prospectus supplement, to certain underwriters pursuant to an underwriting agreement dated June 10, 2009. We received net proceeds of $493.3 million after a discount of $2.7 million and deferred offering costs of approximately $4.0 million, both of which will be amortized to interest expense over the Bond term. Interest is payable semiannually on June 15 and December 15, beginning December 15, 2009. We intend to use the net proceeds from the Bonds to fund the redemption of a portion of our Debentures expected to be put to us in December 2009. Until the Debentures can be redeemed, we temporarily repaid outstanding credit facility amounts and intend to re-borrow to fund the redemptions. The Bonds are general unsecured obligations of IGT, ranking equal with all existing and future unsecured and unsubordinated obligations. The Bonds rank junior to all existing and future liabilities, including trade payables, of our subsidiaries. The Bonds mature on June 15, 2019, unless IGT redeems them earlier by paying the holders 100% of the principal amount plus a make-whole redemption premium as described further in the indenture. 17 <hr style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noshade= "noshade" size="1" />    The Bonds contain covenants which may, in certain circumstances: ª restrict our ability to incur additional debt ª limit our ability to enter into sale and leaseback transactions ª restrict our ability to sell, transfer, lease or dispose of substantially all assets ª require us to grant a lien on equity interests if certain downgrades by rating agencies occur The Bonds specify a number of events of default (some of which are subject to applicable grace or cure periods), including the failure to make timely principal and interest payments or satisfy the covenants. Upon the occurrence of an event of default under the Bonds, the outstanding amounts may become immediately due and payable. We evaluated all features of the Bonds and determined the Change of Control/Downgrade Put (described further in the indenture) represents an embedded derivative requiring bifurcation under SFAS 133. The value of this derivative was nominal at June 30, 2009 and no related derivative asset or liability was recorded. Any future derivative value will be adjusted through other income (expense) for changes in fair value. Interest Rate Swap In conjunction with our Bonds issued in June 2009, we entered into $250.0 million notional value of interest rate swaps maturing on June 15, 2019, which effectively exchange 7.5% fixed interest payments for variable rate interest payments at one-month LIBOR plus 342 bps reset on the 15th of each month. Net amounts receivable or payable under the swaps will be settled semiannually on June 15 and December 15. See Note 16 for derivative values. SEC Shelf Registration In March 2009, we filed a shelf registration statement with the SEC which allows us to issue debt securities, in one or more series, from time to time in amounts, at prices and on terms determined at the time of offering. The Bonds were issued under this registration statement. </div> 11. Credit Facilities and Indebtedness false false No definition available. No authoritative reference available. false false 1 2 false UnKnown UnKnown UnKnown false true