INTERNATIONAL GAME TECHNOLOGY

expiry = 2006-03-09...emorandum $969,712,000 International Game Technology Exchange Offer for all Outstanding Zero-Coupon Convertible Debentures due January 29, 2033 (CUSIP Nos. 459902AK8 and 459902AL6) The Exchange Offer will expire at 5:00 p.m. New York City time, on March 9, 2006 unless extended or earlier terminated by us (the "Expiration Date"). We are offering to exchange new Zero-Coupon Convertible Debentures due 2033 ("New Debentures") for all of our currently outstanding Zero-Coupon Convertible Debentures due...

listed = True.... See "Description of New Debentures—Book-Entry System." Trustee and Paying Agent The Bank of New York Trust Company, N.A. Trading The New Debentures will not be listed on any securities exchange or included in any automated quotation system. Our Common Stock is listed on the New York Stock Exchange under the symbol "IGT." International Game Technology International Game Technology is a global company specializing in the design, development, manufacturing, distribution and sales of computerized gaming machines and systems products. We strive to maintain a diverse portfolio of gaming products that span a wide range of categories and...

txn_type = TENDER_OFFER...8, 2013, 2018, 2023 and 2028, and upon the occurrence of certain changes in control of IGT, you may require us to repurchase your New Debentures. The occurrence of a change in control could trigger an event of default under, or a requirement for us to make an offer to purchase, our other senior debt. We cannot assure you that we would have the financial resources, or would be able to arrange financing, to pay the purchase price in cash for all of the New Debentures that might be delivered by holders of New Debentures seeking to exercise their repurchase rights. A downgrade, suspension or withdrawal of the rati...