Professional Documents
Culture Documents
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J. Randall Jones
Nevada State Bar Number 1927
r.jones@kempjones.com
Spencer H. Gunnerson
Nevada State Bar Number 8810
s.gunnerson@kempjones.com
KEMP, JONES & COULTHARD, LLP
3800 Howard Hughes Pkwy, 17th Floor
Las Vegas, Nevada 89169
Telephone: (702) 385-6000
Timothy C. Meece
tmeece@bannerwitcoff.com
Michael J. Harris
mharris@bannerwitcoff.com
Audra C. Eidem Heinze
aheinze@bannerwitcoff.com
BANNER & WITCOFF, LTD.
Ten South Wacker Drive, Suite 3000
Chicago, Illinois 60606-7407
Telephone: (312) 463-5000
Attorneys for Plaintiff Bally Gaming, Inc.
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UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA
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v.
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Case No.:
Plaintiff,
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Plaintiff, Bally Gaming, Inc. (Bally Gaming, which includes Bally Gaming, Inc. and its
predecessors-in-interest and successors-in-interest), for its complaint against Defendants,
Aristocrat Technologies, Inc. (ATI), Video Gaming Technologies, Inc. (VGT), and
Aristocrat Leisure Limited (Aristocrat Leisure), for patent infringement, trademark
infringement, and false designation of origin/unfair competition arising under the patent and
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trademark laws of the United States, 35 U.S.C. 271, et seq. and 15 U.S.C. 1114 and 1125, et
seq., and the trademark and unfair competition laws of Nevada, hereby demands a jury trial and
alleges as follows:
THE PARTIES
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1.
Bally Gaming is a corporation organized under the laws of the State of Nevada,
with a principal place of business at 6650 El Camino Road, Las Vegas, Nevada 89118.
2.
ATI is a corporation organized under the laws of the State of Nevada, with a
principal place of business at 7230 Amigo Street, Las Vegas, Nevada 89119.
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VGT is a corporation organized under the laws of the State of Tennessee, with a
principal place of business at 308 Mallory Station Road, Franklin, Tennessee 37067.
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with a principal place of business at 85 Epping Road, North Ryde NSW 2113, Australia.
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5.
On information and belief, ATI and VGT are subsidiaries of Aristocrat Leisure.
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6.
On information and belief, Aristocrat Leisure controls and directs ATI and VGT.
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7.
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financial statements on behalf of itself, ATI and VGT. For example, on information and belief,
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Aristocrat Leisure prepared and filed a consolidated 2015 Annual Report on behalf of itself, ATI,
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and VGT. (Exhibit F.) In its 2015 Annual Report, Aristocrat Leisure refers to ATI and VGT as
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controlled entities. (Id., at p. 108.) In its 2015 Annual Report, Aristocrat Leisure also states
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that the acquisition of Video Gaming Technologies Inc. (VGT) was completed on 20 October
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2014 and that VGT has a complementary product offering and provides a unique opportunity
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to accelerate our growth in the US recurring revenue segment. (Id., at p. 21.) In its 2015
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Annual Report, Aristocrat Leisure refers to itself and its controlled entities, including ATI and
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VGT, as The Group, and further states that The Group continued to grow its Class III
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premium gaming operations footprint through the commercialisation of innovative content and
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8.
On information and belief, Aristocrat Leisure, ATI, and VGT have common
directors and officers. For example, on information and belief, Maureen Sweeny is on Aristocrat
Leisures Executive Leadership Team, she is the Chief Commercial Officer for Aristocrat
Leisure and its controlled entities, and she is also a Director of ATI.
9.
(See
As another
On information and belief, Aristocrat Leisure, ATI, and VGT have common
business departments. For example, on information and belief, Maureen Sweeny is the Chief
Commercial Officer for Aristocrat Leisure and its controlled entities, including ATI and VGT.
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(See https://www.aristocratgaming.com/about/board-executive-team/.)
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Aristocrat Leisure, ATI, and VGT issued a joint press release on September 14,
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2016, in advance of the industrys largest annual trade show, the Global Gaming Expo (the G2E
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show). (Exhibit H.) The press release states that Aristocrat Leisure, ATI, and VGT will share a
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booth -- booth #1141 at the G2E show. (Id.) The press release also quotes Maureen Sweeny
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as stating, [o]ur combined offerings from Aristocrat and VGT present the most diverse product
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portfolio in gaming, one that has the content, comparability and configurability to appeal to
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On information and belief, Aristocrat Leisure, ATI and VGT shared a booth at the
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2016 G2E show in Las Vegas, Nevada show where they displayed, promoted, and offered to sell
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customers, to websites for its controlled entities, including ATI and VGT.
JURISDICTION AND VENUE
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designation of origin/unfair competition arising under the patent and trademark laws of the
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United States, 35 U.S.C. 271, et seq. and 15 U.S.C. 1114 and 1125, et seq., and the trademark
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This Court has jurisdiction over this action under 15 U.S.C. 1121 and 28 U.S.C.
This Court has personal jurisdiction over ATI because, on information and belief,
ATI is incorporated in Nevada and maintains substantial, continuous and systematic contacts in
Nevada, ATI has purposefully availed itself of the benefits and protections of Nevadas laws
such that it should reasonably anticipate being hauled into court here, ATI transacts business
within Nevada, including but not limited to the sale, lease, and/or operation of products at issue
in this case, and ATI displayed, promoted, and offered to sell products at issue in this case at the
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This Court has personal jurisdiction over VGT because, on information and
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belief, VGT maintains substantial, continuous and systematic contacts in Nevada, VGT has
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purposefully availed itself of the benefits and protections of Nevadas laws such that it should
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reasonably anticipate being hauled into court here, VGT transacts business within Nevada,
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including but not limited to the sale, lease, and/or operation of products at issue in this case, and
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VGT displayed, promoted, and offered to sell products at issue in this case at the 2016 G2E show
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in Nevada.
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information and belief, Aristocrat Leisure maintains substantial, continuous and systematic
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contacts in Nevada through at least its controlled entities ATI and VGT, Aristocrat Leisure has
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purposefully availed itself of the benefits and protections of Nevadas laws through at least its
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controlled entities ATI and VGT such that it should reasonably anticipate being hauled into court
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here, Aristocrat Leisure transacts business within Nevada through at least its controlled entities
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ATI and VGT, including but not limited to the sale, lease, and/or operation of products at issue in
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this case, and Aristocrat Leisure, through at least its controlled entities ATI and VGT, displayed,
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promoted, and offered to sell products at issue in this case at the 2016 G2E show in Nevada.
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BACKGROUND
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Founded in 1932, Bally Gaming provides innovative products and designs to the
gaming industry. One example is the design of Bally Gamings ALPHA 2 Pro Wave product
(the Pro Wave Design). It is the industrys first cabinet with a curved monitor, and it brings a
whole new look and feel to casino floors. An example of Bally Gamings Pro Wave Design is
shown below.
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Pro Wave Design immediately received industry praise, including at least the following:
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Global Gaming Business magazine named the Pro Wave Design the Best Slot
Product in its 12th Annual Gaming & Technology Awards. (Exhibit I.)
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Bally Gaming introduced the Pro Wave Design at the G2E show in 2013. The
The Pro Wave Design was named to the top 10 list in the 8th Annual Slot Floor
Technology Awards. (Exhibit J.)
Casino Journal magazine named the Pro Wave Design one of the Top 20 Most
the Pro Wave Design received the Gold Award, meaning it received the highest
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Casino Enterprise Management magazine awarded the Pro Wave Design its 2014
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Another of Bally Gamings innovative designs is its ALPHA Pro Wave 360,
which has video toppers forming a 360-degree video display (the Pro Wave 360 Design). An
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Bally Gaming introduced the Pro Wave 360 Design at the G2E show in 2014.
Like the Pro Wave Design, the Pro Wave 360 Design received industry praise, including at least
the following:
Global Gaming Business magazine named the Pro Wave 360 Design the Best
Slot Product in its 13th Annual Gaming & Technology Awards. (Exhibit M.)
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Casino Journal magazine named the Pro Wave 360 Design one of the Top 20
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Bally Gaming has taken steps to protect its Pro Wave Design and Pro Wave 360
Design. Relevant to this dispute, Bally Gaming owns all right, title, and interest in, and has the
right to sue and recover for past, present, and future infringement of, U.S. Patent No. RE46,169
(the 169 Patent), U.S. Patent No. D714,875 (the 875 Patent), and U.S. Patent No.
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The U.S. Patent and Trademark Office (USPTO) duly and legally issued the
169 Patent on October 4, 2016. A true and correct copy of the 169 Patent is attached to this
Complaint as Exhibit A, and a figure from the patent is reproduced below.
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The USPTO duly and legally issued the 875 Patent on October 7, 2014. A true
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and correct copy of the 875 Patent is attached to this Complaint as Exhibit B, and a figure from
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The USPTO duly and legally issued the 364 Patent on October 14, 2014. A true
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and correct copy of the 364 Patent is attached to this Complaint as Exhibit C, and figures from
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29.
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Aristocrat Leisure, has made, used, offered for sale, sold, and/or imported into the United States
products having designs that violate the Bally Gaming Patents (hereafter, the ATI Infringing
Products). The ATI Infringing Products with respect to the 169 Patent include at least ATIs
ARC Single, ARC Double, and ARC Wheel products (the ARC Products).
Infringing Products with respect to the 875 Patent and the 364 Patent include at least the
Sharknado product that ATI displayed at the 2016 G2E show in Las Vegas, Nevada (the
Sharknado Product). Examples of the ATI Infringing Products are shown in the table below.
ARC Single
ARC Wheel
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Sharknado Product
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The ATI
ARC Double
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31.
The overall appearance of the designs of the Bally Gaming Patents and the
corresponding designs of the ATI Infringing Products are substantially the same.
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An ordinary observer will perceive the overall appearance of the designs of the
Bally Gaming Patents and the corresponding designs of the ATI Infringing Products to be
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33.
The table below illustrates the infringement by comparing figures from the Bally
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34.
On information and belief, ATI and Aristocrat Leisure have had knowledge of the
Bally Gaming has given ATI and Aristocrat Leisure notice of the Bally Gaming
intended to copy the Bally Gaming Patents by creating the same or similar overall impression of
Bally Gamings patented designs.
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intended to copy, and did copy, the Bally Gaming Patents as evidenced by at least the similarity
between the ATI Infringing Products and Bally Gamings Pro Wave Design and Pro Wave 360
Design.
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38.
Bally Gaming began making, promoting, selling, and/or leasing gaming machines
Bally Gaming subsequently began using other trademarks in the EASY MONEY
family in connection with gaming machines, including DOUBLE EASY MONEY beginning in
at least 2003 and SUPER EASY MONEY beginning in at least 2007.
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Bally Gaming has continued to use its EASY MONEY family of trademarks over
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the years, including introducing a gaming machine under its EASY MONEY trademark at the
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Bally Gaming owns U.S. Trademark Registration No. 3,004,885 for DOUBLE
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EASY MONEY for use on or in connection with currency and credit operated slot machines
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and gaming devices, namely, gaming machines for use in gaming establishments (the 885
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The USPTO issued the 885 Registration on October 4, 2005, and the 885
Bally Gaming owns U.S. Trademark Registration No. 3,399,131 for SUPER
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EASY MONEY for use on or in connection with gaming machines that generate or display
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wager outcomes; gaming software that generates or displays wager outcomes of gaming
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The USPTO issued the 131 Registration on March 18, 2008, and the 131
As a result of its use of its EASY MONEY family of trademarks over the years
and its registrations, Bally Gaming owns common law and/or federally registered rights for
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EASY MONEY, DOUBLE EASY MONEY, and SUPER EASY MONEY for use in connection
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Bally Gaming has given VGT, as controlled and directed by Aristocrat Leisure,
controlled and directed by Aristocrat Leisure, has used, and continues to use, in commerce the
Bally Gaming Trademarks and colorable imitation thereof in connection with the sale, offering
for sale, distribution, and advertising of gaming machines (the VGT Infringing Products). For
example, VGT, as controlled and directed by Aristocrat Leisure, is selling, offering to sell,
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distributing, and advertising a wide area progressive gaming machine platform under the mark
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Trademarks and colorable imitations thereof in connection with the VGT Infringing Products.
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According to VGT, the VGT Infringing Products are a 3-reel mechanical wide
area progressive and appears on top of eight player-favorite VGT game titles: 777 Bourbon
Street, Crazy Cherry, Hot Red Ruby, King of Coin, Lucky Ducky, Mr. Money Bags,
Reel Fever and Smooth as Silk. (Exhibit O.)
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On information and belief, however, VGT is also using the mark EASY MONEY
JACKPOT with other game titles and as a standalone mark. For example, at the 2016 G2E
show, VGT, as controlled and directed by Aristocrat Leisure, displayed, promoted, and offered to
sell gaming machines bearing EASY MONEY JACKPOT as a standalone mark. Those gaming
machines, which are shown in the photos below, had game titles Star Spangled Sevens, Cash
Barn, Crazy Bills Gold Strike, and Gems & Jewels.
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As can be seen in the examples above, VGTs use of EASY MONEY JACKPOT
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emphasizes EASY MONEY, such that the wording EASY MONEY is the more dominant
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element of the mark and JACKPOT is less significant in terms of affecting the marks
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commercial impression.
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On February 5, 2015, VGT filed a U.S. trademark application for EASY MONEY
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JACKPOT. The application is U.S. Trademark Application Serial No. 86525799 for EASY
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MONEY JACKPOT for use with gaming devices, namely, gaming machines, slot machines,
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bingo machines, with or without video input and gaming devices, namely, computer software
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for use with gaming machines to enable the gaming machine to run (the VGT Application, a
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On February 2, 2016, the USPTO refused the VGT Application because, among
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other things, the USPTO found a likelihood of confusion between VGTs Application for EASY
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MONEY JACKPOT and Bally Gamings 885 Registration for DOUBLE EASY MONEY and
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Bally Gamings 131 Registration for SUPER EASY MONEY (the Refusal, a copy of which is
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As part of the Refusal, the USPTO found that VGTs Application for EASY
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MONEY JACKPOT and Bally Gamings trademarks for DOUBLE EASY MONEY and SUPER
EASY MONEY are highly similar because they share the identical wording EASY MONEY.
(Id., at p. 3.)
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The USPTO also found in its Refusal that VGTs Application for EASY MONEY
JACKPOT does not create a distinct commercial impression because it contains the same
common wording as [Bally Gamings trademarks], and there is no other wording to distinguish it
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The USPTO also found in its Refusal that the wording JACKPOT in VGTs
Application for EASY MONEY JACKPOT is merely descriptive of or generic for VGTs
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gaming machines. (Id., at p. 3.) As such, the UPSTO held that the wording JACKPOT in
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VGTs Application for EASY MONEY JACKPOT is less significant in terms of affecting the
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marks commercial impression, and renders the wording EASY MONEY the more dominant
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The USPTO also found in its Refusal that VGTs Application for EASY MONEY
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JACKPOT and Bally Gamings trademarks for DOUBLE EASY MONEY and SUPER EASY
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MONEY are highly similar in sound and meaning and impart a confusingly similar
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The USPTO also found in its Refusal that VGTs and Bally Gamings goods as
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identified in the VGT Application, Bally Gamings 885 Registration, and Bally Gamings 131
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Registration are closely relat[ed] because they are all gaming devices likely to come from a
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The USPTO also found in its Refusal that purchasers of [VGTs] goods could
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mistakenly assume such goods were produced by [Bally Gaming], or that [VGT] and [Bally
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The USPTO also found in its Refusal that [b]ecause the marks are highly similar
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and the goods are closely related, the similarities among the marks and the goods are so great to
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create a likelihood of confusion among consumers as to the source of the goods. (Id., at p. 4.)
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Although the USPTO refused the VGT Application, the USPTO gave VGT an
opportunity to respond to the finding of a likelihood of confusion. (Id., at p. 4.) Specifically, the
USPTO stated, [a]lthough [VGTs] mark has been refused registration, [VGT] may respond to
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USPTOs Refusal and VGT did not attempt to argue against the finding of likelihood of
confusion between its application for EASY MONEY JACKPOT and Bally Gamings
trademarks for DOUBLE EASY MONEY and SUPER EASY MONEY. (Exhibit R.) Instead,
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JACKPOT, and after VGT and Aristocrat Leisure had notice of the Bally Gaming Trademarks,
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VGT nonetheless filed additional intent-to-use trademark applications for POLAR HIGH
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ROLLER EASY MONEY JACKPOT, HOT RED RUBY EASY MONEY JACKPOT, LUCKY
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DUCKY EASY MONEY JACKPOT, and MR. MONEY BAGS EASY MONEY JACKPOT all
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for intended use in connection with gaming devices, namely, gaming machines, bingo
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machines, with or without video output (the Additional VGT Applications). (Exhibits S-V.)
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The USPTO has refused all of the Additional VGT Applications because it found
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a likelihood of confusion between the Additional VGT Applications and Bally Gamings 885
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Registration for DOUBLE EASY MONEY and Bally Gamings 131 Registration for SUPER
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practice any of the legal rights granted under the 169 Patent.
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Aristocrat Leisure, has made, used, offered for sale, sold, and/or imported in or into the United
States, and continues to make, use, offer for sale, sell, and/or import in or into the United States,
at least the infringing ARC Products having designs that infringe the 169 Patent.
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By reason of their infringement of the 169 Patent, ATI and Aristocrat Leisure
have caused and continue to cause Bally Gaming to suffer damage and irreparable harm.
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Bally Gaming has no adequate remedy at law for ATIs and Aristocrat Leisures
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practice any of the legal rights granted under the 875 Patent.
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Aristocrat Leisure, has made, used, offered for sale, sold, and/or imported in or into the United
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States, and continues to make, use, offer for sale, sell, and/or import in or into the United States,
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at least the infringing Sharknado Product having designs that infringe the 875 Patent.
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By reason of their infringement of the 875 Patent, ATI and Aristocrat Leisure
have caused and continue to cause Bally Gaming to suffer damage and irreparable harm.
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Bally Gaming has no adequate remedy at law for ATIs and Aristocrat Leisures
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practice any of the legal rights granted under the 364 Patent.
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Aristocrat Leisure, has made, used, offered for sale, sold, and/or imported in or into the United
States, and continues to make, use, offer for sale, sell, and/or import in or into the United States,
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at least the infringing Sharknado Product having designs that infringe the 364 Patent.
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By reason of their infringement of the 364 Patent, ATI and Aristocrat Leisure
have caused and continue to cause Bally Gaming to suffer damage and irreparable harm.
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Bally Gaming has no adequate remedy at law for ATIs and Aristocrat Leisures
VGT, as controlled and directed by Aristocrat Leisure, has knowingly used and
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continues to use in commerce the Bally Gaming Trademarks and colorable imitations thereof in
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connection with the sale, offering for sale, distribution, and/or advertising of gaming machines,
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VGT, as controlled and directed by Aristocrat Leisure, has used the Bally Gaming
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Trademarks and colorable imitations thereof with the knowledge of, and the intent to call to mind
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and create a likelihood of confusion with regard to the Bally Gaming Trademarks.
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85.
Bally Gaming has given VGT and Aristocrat Leisure notice of its Bally Gaming
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Trademarks.
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VGT and Aristocrat Leisure, nonetheless, continue to use the Bally Gaming
VGTs use of the Bally Gaming Trademarks and colorable imitations thereof, as
confuse, mislead, or deceive customers, purchasers, and members of the general public, and is
likely to cause such people to believe in error that VGTs gaming machines have been
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Bally Gaming has no control over the nature and quality of the goods VGT or
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Aristocrat Leisure offer, and Bally Gamings reputation and goodwill will be damaged and the
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value of the Bally Gaming Trademarks jeopardized by VGTs and Aristocrat Leisures
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continued use of the Bally Gaming Trademarks and colorable imitations thereof. Because of the
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likelihood of confusion between VGTs and Aristocrat Leisures marks and the Bally Gaming
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Trademarks, any defects, objections, or faults found with VGTs and Aristocrat Leisures
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products will negatively reflect upon and injure the reputation that Bally Gaming has established
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for the products it offers in connection with the Bally Gaming Trademarks.
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VGTs and Aristocrat Leisures acts alleged above have caused, and if not
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enjoined will continue to cause, irreparable and continuing harm to Bally Gamings trademarks,
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business, reputation, and goodwill. Bally Gaming has no adequate remedy at law as monetary
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damages are inadequate to compensate Bally Gaming for the injuries caused by VGT and
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Aristocrat Leisure.
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trademarks is deliberate, willful, fraudulent and without any extenuating circumstances, and
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constitutes a knowing use of the Bally Gaming Trademarks, and an exceptional case within the
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Bally Gaming is entitled to injunctive relief and Bally Gaming is also entitled to
recover VGTs and Aristocrat Leisures profits, actual damages, enhanced profits and damages,
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costs, and reasonable attorney fees under 15 U.S.C. 1114, 1116, and 1117.
COUNT V FALSE DESIGNATION OF ORIGIN / UNFAIR COMPETITION
UNDER 15 U.S.C. 1125
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VGT, as controlled and directed by Aristocrat Leisure, has used, and continues to
use, in commerce the Bally Gaming Trademarks and colorable imitations thereof, as described in
this Complaint, which has caused and is likely to cause confusion, deception, and mistake by
creating the false and misleading impression that VGTs and Aristocrat Leisures products
bearing the Bally Gaming Trademarks and colorable imitations thereof are manufactured or
distributed by Bally Gaming, are affiliated, connected, or associated with Bally Gaming, or have
the sponsorship, endorsement, or approval of Bally Gaming.
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representations, false descriptions, and false designations of Bally Gamings goods in violation
of 15 U.S.C. 1125(a). VGTs activities, as controlled and directed by Aristocrat Leisure, have
caused and, unless enjoined by this Court, will continue to cause a likelihood of confusion and
deception of members of the trade and public, as well as injury to Bally Gamings goodwill and
reputation as symbolized by the Bally Gaming Trademarks, for which Bally Gaming has no
adequate remedy at law.
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malicious intent to trade on the goodwill associated with the Bally Gaming Trademarks, to the
irreparable injury of Bally Gaming.
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VGTs and Aristocrat Leisures conduct has caused, and is likely to continue
causing, substantial injury to Bally Gaming. Bally Gaming is entitled to injunctive relief and to
recover VGTs and Aristocrat Leisures profits, actual damages, enhanced profits and damages,
costs and reasonable attorneys fees under 15 U.S.C. 1125(a), 1116 and 1117.
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VGTs use of the Bally Gaming Trademarks and colorable imitations thereof, as
controlled and directed by Aristocrat Leisure, infringes upon Bally Gamings interest in common
law trademark rights in the Bally Gaming Trademarks and is likely to cause confusion, mistake,
or deception among consumers, who will believe that VGTs and Aristocrat Leisures products
originate from, are affiliated with, or are endorsed by Bally Gaming when, in fact, they are not.
99.
Bally Gaming has suffered, and will continue to suffer, monetary loss and irreparable injury to
its business, reputation, and goodwill.
100.
injunctive relief preventing VGTs and Aristocrat Leisures continued infringement of Bally
Gamings rights in the Bally Gaming Trademarks.
DEMAND FOR JURY TRIAL
101.
the Constitution of the United States of America, Bally Gaming hereby demands a trial by jury
on all issues raised in this action that are so triable.
PRAYER FOR RELIEF
22
23
By virtue of having used and continuing to use the Bally Gaming Trademarks,
Bally Gaming has acquired common law trademark rights in the marks.
18
19
WHEREFORE, Bally Gaming prays that this Court award to it the following relief:
A.
Judgment that ATI and Aristocrat Leisure have infringed the Bally Gaming
and colorable imitations thereof by ATI and Aristocrat Leisure, their officers, agents, servants,
23
1
2
employees, and attorneys, and all others in active concert or participation with any of them;
C.
infringements that have occurred pursuant to 35 U.S.C. 284, or an award of ATIs and
Aristocrat Leisures profits from its infringements pursuant to 35 U.S.C. 289, whichever is
6
7
8
D.
Judgment that VGT and Aristocrat Leisure have willfully infringed the Bally
10
11
12
F.
13
and unfair competition of the Bally Gaming Trademarks and colorable imitations thereof by
14
VGT and Aristocrat Leisure, their officers, agents, servants, employees, and attorneys, and all
15
16
G.
17
profits and damages, costs, and reasonable attorney fees under 15 U.S.C. 1114, 1116, and
18
19
H.
Such other and further relief as this Court deems just and proper.
20
21
22
23
24
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3
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1
2
3
4
5
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8
9
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Exhibit
A
B
C
D
E
F
G
H
I
J
K
L
M
N
O
P
Q
15
16
17
R
S
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V
W
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Description
U.S. Patent No. RE46,169
U.S. Patent No. D714,875
U.S. Patent No. D715,364
U.S. Trademark Registration No. 3,004,885 for DOUBLE EASY MONEY
U.S. Trademark Registration No. 3,399,131 for SUPER EASY MONEY
Aristocrat Leisure Limiteds 2015 Annual Report
Nevada Secretary of State report for Aristocrat Technologies, Inc.
Press Release re 2016 Global Gaming Expo
Article re 12th Annual Gaming & Technology Awards
Press Release re 8th Annual Slot Floor Technology Awards
Article re Casino Journal magazines Top 20 Most Innovative Gaming
Technology Products of 2013
Press Release re Casino Enterprise Management magazines 2014
Hospitality Operations Technology Awards
Press Release re 13th Annual Gaming & Technology Awards
Article re Casino Journal magazines Top 20 Most Innovative Gaming
Technology Products for 2014
Press Release re EASY MONEY JACKPOT
U.S. Trademark Application Serial No. 86525799 for EASY MONEY
JACKPOT
USPTO Office Action dated February 2, 2016, refusing U.S. Trademark
Application Serial No. 86525799 for EASY MONEY JACKPOT
Notice of Abandonment of U.S. Trademark Application Serial No.
86525799 for EASY MONEY JACKPOT
U.S. Trademark Application Serial No. 86958109 for POLAR HIGH
ROLLER EASY MONEY JACKPOT
U.S. Trademark Application Serial No. 86958118 for HOT RED RUBY
EASY MONEY JACKPOT
U.S. Trademark Application Serial No. 86958097 for LUCKY DUCKY
EASY MONEY JACKPOT
U.S. Trademark Application Serial No. 86958093 for MR. MONEY BAGS
EASY MONEY JACKPOT
USPTO Office Action dated July 14, 2016, refusing U.S. Trademark
Application Serial No. 86958109
USPTO Office Action dated July 14, 2016, refusing U.S. Trademark
Application Serial No. 86958118
USPTO Office Action dated June 1, 2016, refusing U.S. Trademark
Application Serial No. 86958097
USPTO Office Action dated June 1, 2016, refusing U.S. Trademark
Application Serial No. 86958093
27
26
JS 44 (Rev. 11/15)
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District
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__________
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BALLY GAMING, INC.
Plaintiff(s)
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ARISTOCRAT TECHNOLOGIES, INC.,
VIDEO GAMING TECHNOLOGIES, INC., AND
ARISTOCRAT LEISURE LIMITED
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__________
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ARISTOCRAT LEISURE LIMITED
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__________
District
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VIDEO GAMING TECHNOLOGIES, INC., AND
ARISTOCRAT LEISURE LIMITED
Defendant(s)
)
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EXHIBIT A
U.S. Patent No. RE46,169
Exhibit A, pg. 1
Exhibit A, pg. 2
Exhibit A, pg. 3
Exhibit A, pg. 4
Exhibit A, pg. 5
Exhibit A, pg. 6
Exhibit A, pg. 7
Exhibit A, pg. 8
Exhibit A, pg. 9
EXHIBIT B
U.S. Patent No. D714,875
Exhibit B, pg. 1
Exhibit B, pg. 2
Exhibit B, pg. 3
Exhibit B, pg. 4
Exhibit B, pg. 5
EXHIBIT C
U.S. Patent No. D715,364
Exhibit C, pg. 1
Exhibit C, pg. 2
Exhibit C, pg. 3
Exhibit C, pg. 4
Exhibit C, pg. 5
EXHIBIT D
U.S. Trademark Registration No. 3,004,885 for
DOUBLE EASY MONEY
Exhibit D, pg. 1
EXHIBIT E
U.S. Trademark Registration No. 3,399,131 for
SUPER EASY MONEY
Exhibit E, pg. 1
EXHIBIT F
Aristocrat Leisure Limiteds 2015 Annual Report
20
15
Exhibit F, pg. 1
Contents
Exhibit F, pg. 2
Company Prole
Aristocrat Leisure Limited (ASX: ALL) is a leading global provider of gaming solutions. The Company is licensed by
over 200 regulators and its products and services are available in over 90 countries around the world. Aristocrat
offers a diverse range of products and services including Class II and Class III gaming machines and casino
management systems. The Group also operates within the on-line social gaming and real money wager markets.
For further information visit the Groups website at www.aristocratgaming.com.
Key Dates*
2015
2 December 2015
18 December 2015
2016
24 February 2016
26 May 2016
30 November 2016
Exhibit F, pg. 3
Directors Report
For the 12 months ended 30 September 2015
The Directors present their report together with the nancial statements of the Company and its subsidiaries (the
Group) for the 12 months ended 30 September 2015 (the nancial year). The information in this report is current as
at 25 November 2015 unless otherwise specied.
This Directors Report has been prepared in accordance with the requirements of Division 1 of part 2M.3 of the
Corporations Act 2001 (Cth) (the Act).
Review and results of operations
A review of the operations of the Group for the nancial year is set out in the Review of Operations which forms part
of this Directors Report.
Financial results
The reported result of the Group attributable to shareholders for the 12 months ended 30 September 2015 was a
prot of $186.4 million after tax (2014: loss of $16.4 million).
Further details regarding the nancial results of the Group are set out in the Review of Operations and nancial
statements.
Dividends
Since the end of the nancial year, the Directors have authorised the payment of a nal dividend of 9.0 cents (2014:
8.0 cents) per fully paid ordinary share. Details of the dividends paid and declared during the nancial year are set
out in Note 7 to the nancial statements.
Remuneration Report
Details of the remuneration policies in respect of the Groups Key Management Personnel are detailed in the
Remuneration Report which forms part of this Directors Report.
Sustainability
The sustainability section contained within the 2015 Online Business Review forms part of this Directors Report
and integrates a wider range of non-nancial management issues as the Group moves to improve its sustainable
reporting standards.
Directors particulars, experience and special responsibilities
Current Directors
The Directors of the Company throughout the nancial year and up to the date of this report are:
Director
Special responsibilities
ID Blackburne
BSc (Hons),
MBA, PhD
Age 69
Non-Executive Chairman
JR Odell
MBA
Age 57
Exhibit F, pg. 4
Directors Report
Special responsibilities
DCP Banks
BBus (Mgt)
Age 63
KM Conlon
BEc, MBA
Age 52
RA Davis
BEc (Hons),
M Philosophy
Age 64
RV Dubs
BSc (Hons),
Dr s Sc,
FTSE, FAICD
Age 63
SW Morro
BA, Business
Administration
Age 57
Exhibit F, pg. 5
Directors Report
Directors attendance at Board and committee meetings during the nancial year
The attendance of members of the Board at Board meetings and attendance of members of committees at
committee meetings of which they are voting members is set out below.
(Meetings attended/held)
Human Resources
and Remuneration
Committee
Regulatory and
Compliance
Committee
5/5
Director
Board
Audit
Committee
ID Blackburne
12/12
4/4
4/4
JR Odell
12/12
DCP Banks
11/12
4/4
5/5
KM Conlon
12/12
4/4
5/5
RA Davis
12/12
4/4
4/4
SW Morro
12/12
4/4
5/5
RV Dubs
12/12
4/4
5/5
Company Secretary
Mrs A Korsanos was Company Secretary during the nancial year.
Principal activities
The principal activities of the Group during the nancial year were the design, development and distribution of
gaming content, platforms and systems. The Group also operates within the on-line social gaming and real money
wager markets. The Companys objective is to be the leading global provider of gaming solutions. There were no
signicant changes in the nature of those activities during the nancial year.
Signicant changes in the state of affairs
Except as outlined below and elsewhere in this Directors Report, there were no signicant changes in the state of
affairs of the Group during the nancial year.
Events after balance date
There has not arisen in the interval between the end of the nancial year and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the Directors, to affect signicantly
the operations of the Group, the results of those operations, or the state of affairs of the Group, in future nancial
reporting periods.
Likely developments and expected results
Likely developments in the operations of the Group in future nancial years and the expected results of operations
are referred to in the Review of Operations which forms part of this Directors Report.
The Directors believe that disclosure of further information as to likely developments in the operations of the Group
and the likely results of those operations would, in their opinion, be speculative and/or prejudice the interests of
the Group.
Options over share capital
No options over Company shares were granted to executives or Directors during the nancial year. There were
no unissued shares or interests in the Company subject to options at the date of this Directors Report and no
Company shares or interests issued pursuant to exercised options during or since the end of the nancial year.
Indemnities and insurance premiums
The Companys Constitution provides that the Company will indemnify each ofcer of the Company against any
liability incurred by that ofcer in or arising out of the conduct of the business of the Company or in or arising out of
the discharge of that ofcers duties to the extent permitted by law.
An ofcer for the purpose of this provision includes any Director or Secretary of the Company or the Companys
subsidiaries, executive ofcers or employees of the Company or its subsidiaries and any person appointed as a
trustee by, or acting as a trustee at the request of, the Company, and includes former Directors.
Exhibit F, pg. 6
Directors Report
Exhibit F, pg. 7
Directors Report
Dr ID Blackburne
Chairman
25 November 2015
Exhibit F, pg. 8
Review of Operations
for the 12 months to 30 September 2015
Key performance indicators for the current period and prior period are set out below on a normalised basis
excluding signicant items and results of discontinued operations. Refer to page 13 for a reconciliation of statutory
prot to normalised prot after tax and before amortisation of acquired intangibles and details of signicant items
and discontinued operations.
A$ million
Constant
currency2
12 months to 12 months to 12 months to
30 Sept 2015 30 Sept 2015 30 Sept 2014
Variance vs 12 months
to 30 September 2014
Constant
currency2
%
Reported
%
Normalised results1
Total segment revenue from ordinary
activities
1,381.6
1,582.4
839.0
64.7
88.6
441.7
523.1
219.3
101.4
138.5
361.9
431.0
178.3
103.0
141.7
158.2
191.5
130.2
21.5
47.1
194.2
236.1
132.0
47.1
78.9
24.9c
30.1c
22.8c
9.2
32.0
30.5c
37.1c
23.1c
32.0
60.6
17.0c
17.0c
16.0c
6.3
6.3
177.6
186.4
(16.4)
n/a
n/a
213.6
231.0
(14.6)
n/a
n/a
14.5pts
Reported results
Balance sheet/cash ow
Net working capital/revenue
10.3%
9.0%
23.5%
13.2pts
Operating cash ow
369.5
437.6
158.8
132.7
175.6
379.4
449.3
164.4
130.8
173.3
195%
190%
125%
70.0pts
65.0pts
n/a
(1,450.6)
171.3
n/a
n/a
n/a
2.6
(0.8)
n/a
n/a
1.
Normalised results and operating cash ow are statutory prot (before and after tax) and operating cash ow, excluding the impact of certain
signicant items and discontinued operations. Signicant items are items of income or expense which are either individually or in aggregate,
material to Aristocrat and are either outside the ordinary course of business or part of the ordinary activities of the business but unusual
due to their size and nature. Discontinued operations relate to the Lotteries business which was sold on 29 September 2014 and the Japan
Pachislot business which was sold on 29 May 2015.
2.
Results for 12 months to 30 September 2015 adjusted for translational exchange rates using rates applying in 2014.
The information presented in this Review of Operations has not been audited in accordance with the Australian
Auditing Standards.
Exhibit F, pg. 9
Review of Operations
A$ million
NPATA 2014
132.0
Americas
156.8 q
ANZ
18.7 q
Digital
19.4 q
1.2 q
(15.2) q
(38.6) q
Interest
(48.5) q
(31.6) q
41.9 q
236.1
Strong growth in our North America business drove a $156.8 million improvement in post-tax prot compared
to the prior period, due to the inclusion of VGT Class II gaming operations, supported by improved outright
sales share and signicant share, fee per day (FPD) and prot growth from our Class III premium gaming
operations business.
Australia delivered signicant share gains across key markets driven by the top performing Helix cabinet and
strong performing new games. Digital delivered strong earnings growth due to continued success on Facebook
and the launch and growth of Heart of Vegas on mobile since the prior corresponding period.
Asia Pacic performance improved with strong sales into new Macau openings during the period.
The Groups strategic investments in talent and technology are delivering strong competitive product across all key
markets and segments in line with its strategy.
The Groups interest charge and effective tax rate (ETR) have both increased signicantly following the acquisition
of VGT.
Exhibit F, pg. 10
Review of Operations
4. Digital
Continued growth in Product Madness protability
driven by growth of Heart of Vegas (HOV) on
Facebook and iOS, and the launch on Android
late in the period.
10
Exhibit F, pg. 11
Review of Operations
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Variance
$
Variance
%
Segment revenue
Australia and New Zealand
314.1
223.8
90.3
40.3
Americas
980.4
459.7
520.7
113.3
140.3
105.2
35.1
33.4
Digital
Total segment revenue
147.6
50.3
97.3
193.4
1,582.4
839.0
743.4
88.6
Segment prot
Australia and New Zealand
113.8
89.7
24.1
26.9
Americas
451.3
176.9
274.4
155.1
51.7
41.4
10.3
24.9
50.2
17.0
33.2
195.3
667.0
325.0
342.0
105.2
(191.4)
(121.2)
(70.2)
(57.9)
1.0
(5.1)
6.1
119.6
(45.6)
(20.4)
(25.2)
(123.5)
(236.0)
(146.7)
(89.3)
(60.9)
431.0
178.3
252.7
141.7
(70.2)
(2.4)
(67.8)
(2,825.0)
360.8
175.9
184.9
105.1
(81.3)
(8.0)
(73.3)
(916.3)
279.5
167.9
111.6
66.5
(133.4)
Unallocated expenses
Group D&D expense
Foreign exchange
Corporate
Total unallocated expenses
EBIT before amortisation of acquired intangibles
(EBITA)
Amortisation of acquired intangibles
EBIT
Interest
Prot before tax
Income tax
(88.0)
(37.7)
(50.3)
191.5
130.2
61.3
47.1
44.6
1.8
42.8
2,377.8
236.1
132.0
104.1
78.9
11
Exhibit F, pg. 12
Review of Operations
% of revenue
Key metrics
Variance
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Pts
36.2
40.1
(3.9)
Americas
46.0
38.5
7.5
36.8
39.4
(2.6)
Digital
34.0
33.8
0.2
42.2
38.7
3.5
12.1
14.4
(2.3)
EBITA
27.2
21.3
5.9
NPATA
14.9
15.7
(0.8)
31.5
22.5
9.0
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Variance
Variance
%
Segment revenue
Gaming Operations
574.8
150.1
424.7
282.9
Digital
147.6
50.3
97.3
193.4
860.0
638.6
221.4
34.7
1,582.4
839.0
743.4
88.6
% of revenue
Variance
12 months to 12 months to
30 Sep 2015 30 Sep 2014
45.7
23.9
Pts
21.8
Revenue
Segment revenue increased $743.4 million or 88.6% in reported currency (64.7% in constant currency). In addition
to VGT, which drove $357.2 million of the growth, revenue grew across all three of our strategic segments: Gaming
Operations; Digital; and Class III Outright Sales and Other.
The Class III premium gaming operations installed base grew 8.1% to 9,808.
In Class III Outright Sales, overall North American ship share increased circa 2.3 ppts, despite a contraction in
market size of approximately 11.4% compared to the prior corresponding period. Unit sales revenue was up 12.5%,
driven by the sales volume increase and an improvement in average selling price (ASP). In Latin America, revenue
in USD terms increased 43.5% due to growth in new unit sales volume combined with continued emphasis on
recurring revenue.
In Australia and New Zealand revenue increased by 40.3% to A$313.9 million in constant currency terms, due to
strong ship share gains across all key markets. ASP increased 19.0% as a result of a more favourable product mix
of high performing premium content and the release of the Helix cabinet across all markets.
In International Class III revenue was up 14.2% to A$120.1 million in constant currency terms, driven by growth in
Asia Pacic.
In Digital revenue increased by 145.3% to A$123.4 million in constant currency terms, primarily due to the launch
and growth of Heart of Vegas on mobile platforms.
12
Exhibit F, pg. 13
Review of Operations
Earnings
Segment prot increased $342.0 million in reported currency, up 105.2% compared with the prior corresponding
period (77.8% in constant currency).
Consistent with revenue delivery, earnings were strengthened by the inclusion of VGT as well as growth across
our strategic segments, Class III premium gaming operations and Digital, both part of our increasing recurring
revenue footprint.
The Group continues to invest signicantly in better games through new talent and new technology, with ongoing
efciencies reinvested in core product development and capability. The Groups investment in D&D spend, as a
percentage of revenue, was 12.1% (12.4% on a constant currency basis) compared to 14.4% of revenues in the prior
corresponding period. Total reported spend increased $70.2 million or 57.9% (41.1% in constant currency).
Corporate costs increased by $19.1 million compared to the prior corresponding period mainly driven by higher
legal costs and variable employee compensation.
Amortisation of acquired intangibles increased by $67.8 million, driven by the intangibles recognised on the
acquisition of the VGT business.
Interest expense increased $73.3 million to $81.3 million reecting the cash interest and amortisation of upfront fees
on the US$1.3 billion Term Loan B facility drawn down on 20 October 2014 to fund the VGT acquisition.
The ETR for the reporting period was 31.5% compared to 22.5% in the prior corresponding period. The increase in
ETR is driven by mix of earnings particularly impacted by the acquisition of VGT.
Reconciliation of statutory prot to NPATA
A$ million
30 Sep 2015
30 Sep 2014
186.4
(16.4)
44.6
1.8
231.0
(14.6)
(28.0)
87.9
(1.7)
45.6
34.8
13.1
236.1
132.0
Signicant items
12 months to 30 Sep 2015
A$ million
Before tax
After tax
(8.4)
(8.4)
(11.9)
(7.4)
(30.7)
(19.0)
(51.0)
(34.8)
Discontinued Operations: The Group sold the Lotteries business in September 2014 and sold the Japan
Pachislot business in May 2015 following the de-risking of this business via a signicant impairment charge in
scal 2014. The Review of Operations has restated the prior corresponding period to reect the treatment of these
businesses as discontinued operations.
Signicant Items:
Contingent consideration related to acquisition of Product Madness: The Groups reported result after tax
for the year included an abnormal expense of $8.4 million relating to contingent consideration in the acquisition of
Product Madness. The earn-out period concludes 31 December 2015.
Impairment of legacy inventory: The Groups reported result after tax for the year included an abnormal expense
of $7.4 million relating to the impairment of legacy inventory in the North America business following the successful
launch of the Helix cabinet.
13
Exhibit F, pg. 14
Review of Operations
Acquisition related transaction and restructuring costs: The Groups reported result after tax for the year
included an abnormal expense of $19.0 million relating to the acquisition of VGT for US$1.3 billion. Costs incurred
primarily represent transaction fees payable on completion to advisors, in addition to legal and consulting costs and
restructuring costs arising from organisation changes made in relation to the VGT acquisition.
Balance sheet and cash ows
Balance sheet
The balance sheet can be summarised as follows:
A$ million
30 Sep 2015
31 Mar 2015
30 Sept 2014
329.0
159.7
285.9
203.5
185.7
121.4
1,941.8
1,814.1
130.5
Other assets
744.4
694.7
574.9
Total assets
3,218.7
2,854.2
1,112.7
114.4
Intangible assets
Current borrowings
Non-current borrowings
Payables, provisions and other liabilities
Total equity
Total liabilities and equity
Net working capital
Net working capital % revenue
Normalised net working capital % revenue
Net debt/(cash)
0.1
2.7
1,779.5
1,633.9
0.2
521.7
431.4
292.0
917.4
786.2
706.1
3,218.7
2,854.2
1,112.7
142.7
242.7
196.9
23.5
9.0
20.9
14.4
27.5
25.0
1,450.6
1,476.9
(171.3)
The balance sheet was signicantly inuenced by the acquisition of VGT. The transaction closed on
20 October 2014.
Signicant balance sheet movements from 30 September 2014 are:
Net working capital: Normalised for deferred and contingent consideration on the VGT and Product Madness
acquisitions, net working capital as a percentage of annual revenue reduced to 14.4% from 25.0%. This was due
to a higher recurring revenue mix driven by the highly cash generative prole of VGT in addition to returns from
improved cash management.
Property, plant and equipment: The $82.1 million increase primarily relates to the acquisition of VGT.
Intangible assets: The $1.8 billion increase relates primarily to the acquisition of the VGT business predominantly
goodwill, customer relationships and technology intangible assets.
Total equity: The change in total equity reects the result for the year and changes in reserves due to currency
movements, net of dividends paid during the year.
14
Exhibit F, pg. 15
Review of Operations
EBITDA
12 months to 12 months to
30 Sep 2015 30 Sep 2014
523.1
219.3
Change
%
138.5
54.2
22.0
146.4
(90.9)
(26.5)
(243.0)
(48.8)
(56.0)
12.9
Operating cash ow
437.6
158.8
175.6
11.7
5.6
108.9
449.3
164.4
173.3
309.8
74.2
317.5
190.3
124.5
52.9
85.9
75.0
14.5
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Change
%
Consolidated cash ow
A$ million
Operating cash ow
Capex
437.6
158.8
175.6
(139.5)
(90.2)
(54.7)
(1,452.8)
4.4
n/a
Investing cash ow
(1,592.3)
(85.8)
n/a
1,446.8
277.2
421.9
Repayment of borrowings
(153.5)
(406.5)
62.2
(103.3)
(91.1)
(13.4)
1,190.0
(220.4)
n/a
35.3
(147.4)
1,291.4
Financing cash ow
Net increase/(decrease) in cash
Normalised operating cash ow increased 173.3% compared to the prior corresponding period.
The increase in operating cash ows related to the inclusion of VGT as well as higher receipts from customers on
higher revenues and cash management initiatives.
Net interest paid at $52.2 million was $51.0 million higher than the prior corresponding period due to the Term Loan
B debt for the acquisition of VGT.
Taxes paid in the period increased to $38.7 million driven by the increase in mix of business in North America at a
higher tax rate.
Cash ow in the statutory format is set out in the nancial statements.
15
Exhibit F, pg. 16
Review of Operations
Limit
Maturity date
US$1.27bn
US$1.27bn
October 2021
Revolving facility
A$0.0m
A$100.0m
October 2019
Overdraft facilities
A$0.0m
A$7.9m
Annual Review
Facility
30 Sep 2015
31 Mar 2015
30 Sep 2014
Debt/EBITDA*
3.1X
3.2X
0.5X
2.6X
2.9X
(0.8X)
EBITDA*/interest expense**
7.4X
7.0X
16.9X
* EBITDA refers to Consolidated EBITDA for the Group as dened in Aristocrats Syndicated Facility Agreement and other Credit agreements (also
referred to as Bank EBITDA). EBITDA and interest for the periods ended 30 September 2015 and 31 March 2015 is calculated on a pro forma
basis assuming a full year of ownership of VGT and based on results for a 12 month period ending on each reporting date.
** Interest expense shown above includes ongoing nance fees relating to bank debt facility arrangements, such as line fees.
On 7 July 2014, the Group announced the acquisition of VGT together with a calculation of pro forma net debt/
Bank EBITDA, based on the US$1.3 billion Term Loan B facility and other acquisition funding, of 3.6X. The Group
also provided a gearing target and stated that it was targeting below 3.0X within 12 months of completion. The
Group achieved that gearing target within a six month period with net debt/EBITDA declining to 2.9X as at 31
March 2015. Gearing has declined further in the six months to 30 September 2015 falling to 2.6X. The reduction
in net debt/EBITDA over the reporting period reects both earnings growth and strong free cash ow generation
across the Group.
Credit Ratings
The Group obtained credit ratings from both Moodys Investor Services and Standard & Poors in order to support
the launch of the US $1.3 billion Term Loan B facility.
As at 30 September 2015, Aristocrat holds credit ratings of Ba2 from Moodys and BB from Standard & Poors.
Dividends
The Directors have authorised a nal dividend in respect of the full year ended 30 September 2015 of 9.0 cents per
share ($57.3 million). Total dividends in respect of the 2015 year amount to 17.0 cents per share ($108.0 million) and
represent an increase of 6.3%, reective of growth in performance, strength of cash ows and improved gearing.
The dividend will be unfranked and is expected to be declared and paid on 18 December 2015 to shareholders on
the register at 5.00pm on 2 December 2015. 100% of the unfranked dividend will be paid out of conduit foreign
income. As a result of the Groups concentration of earnings outside Australia and accumulated Australian tax
losses, the dividend declared for this period will not be franked.
16
Exhibit F, pg. 17
Review of Operations
Foreign exchange
Given the extent of the Groups global operations and the percentage of its earnings derived from overseas, its
reported results are impacted by movements in foreign exchange rates.
In the 12 months to 30 September 2015, the Australian dollar was, on average, weaker against the US dollar when
compared to the prior corresponding period. The impact of translating foreign currency (translational impact)
increased revenue by $200.8 million while increasing normalised prot after tax and before amortisation of acquired
intangibles by $41.9 million on a weighted average basis when compared with rates prevailing in the respective
months in the prior year. In addition, as at 30 September 2015, the cumulative effect of the retranslation of the
net assets of foreign controlled entities (recognised through the foreign currency translation reserve) was a credit
balance of $62.8 million (compared to a debit balance of $51.3 million as at 30 September 2014).
Based on the Groups mix of protability, the major exposure to translational foreign exchange results from the
Groups US dollar prots. A US dollar 1 cent change in the US$:A$ exchange rate will result in an estimated
$3.0 million translational impact on the Groups annual prot after tax and before amortisation of acquired
intangibles. This impact will vary as the magnitude and mix of overseas prots change.
Foreign exchange rates compared with prior corresponding periods for key currencies are as follows:
12 months to
30 Sept 2015
A$:
12 months to
30 Sept 2014
Average1
Average1
30 Sept 2015
31 Mar 2015
30 Sept 2014
USD
0.7010
0.7634
0.8752
0.7790
0.9159
NZD
1.0998
1.0195
1.1216
1.0789
1.0996
EUR
0.6236
0.7070
0.6898
0.6815
0.6769
GBP
0.4623
0.5164
0.5384
0.5046
0.5524
ZAR
9.7079
9.2784
9.8548
9.3584
9.7064
ARS
6.5999
6.7295
7.4184
6.8948
6.9993
1.
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Variance
Variance
%
Revenue
North America
709.4
388.8
320.6
82.5
Latin America
42.9
29.9
13.0
43.5
752.3
418.7
333.6
79.7
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Variance
Variance
%
124.9
Total
US$ million
Prot
North America
Latin America
Total
Margin
338.4
150.5
187.9
8.8
10.0
(1.2)
(12.0)
347.2
160.5
186.7
116.3
46.2%
38.3%
7.9 pts
17
Exhibit F, pg. 18
Review of Operations
North America
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Variance
Variance
%
217
2.3
Volume
Platforms
Conversions
Average US$ price/unit
Class III premium gaming operations units
9,636
9,419
3,210
3,661
(451)
(12.3)
16,814
15,289
1,525
10.0
9,808
9,071
737
8.1
20,681
n/a
n/a
n/a
30,489
9,071
21,418
236.1
42.70
46.02
(3.32)
(7.2)
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Variance
Variance
%
27.9
Volume
Platforms
Conversions
Average US$ price/unit
2,302
1,800
502
195
195
n/a
14,413
12,672
1,741
13.7
20 Oct 2013
to
30 Sep 2014
Variance
Variance
%
VGT Disclosures including pro forma values for the prior corresponding period:
US$ million
20 Oct 2014
to
30 Sep 2015
Revenue
274.6
244.1
30.5
12.5
EBITDA
190.2
161.5
28.7
17.8
EBITDA Margin
69.3%
66.2%
3.1 pts
20,681
19,790
891
4.5
39.21
36.46
2.75
7.5
North American performance has been transformed by the inclusion of the VGT Class II gaming operations
business. In local currency, North American revenue increased 82.5% and prots increased by 124.9%.
Through its programs of revenue enhancements and oor optimisation, VGT Class II gaming operations
successfully increased average FPD by 7.5% compared to pro forma nancials for the prior corresponding period.
The installed base grew 4.5% to 20,681 units with gains in the Midwest, new casino locations and expansions
driving the increase. The Mexico operation ceased in the second half and the units have been excluded from the
current and prior corresponding period disclosures.
The Group continued to grow its Class III premium gaming operations footprint through the commercialisation of
innovative content and hardware. The newly released content portfolio included a successful mix of both licensed
and proprietary titles including Sons of Anarchy, The Big Bang Theory, Britney Spears, Buffalo Grand
and Lightning Link. The introduction of leading-edge hardware congurations, including the Arc Double and
Behemoth cabinets, coupled with the top performing Helix upright cabinet, supported growth in the install
base. Continued strong performance of products like Tarzan, Cash Express Gold Class, Buffalo Stampede
and The Walking Dead, as well as further penetration of the Wonder Wheels platform, sustained revenues and
protability while new products and hardware stimulated growth. Multi-site progressive products have increased as
a percentage in the overall mix.
The Class III premium gaming operations install base will continue to be supported by the release of blockbuster
titles including the upcoming release of Game of Thrones on Arc Double, Ted on the Wonder Wheels
platform, A Christmas Story on Arc Wheel and the highly anticipated sequel to The Walking Dead with
The Walking Dead II on the Arc Double cabinet.
18
Exhibit F, pg. 19
Review of Operations
In Outright Sales, the Group was able to grow total market ship share circa 2.3 ppts and video ship share circa
6.0 ppts in a market that declined approximately 11.4% on fewer new openings, expansions and replacements.
In this smaller market, unit sales increased 2.3% compared to the prior corresponding period driven by strong
product performance. ASP increased 10.0% to US$16,814 per unit, compared to the prior corresponding period
driven by strong sales of Helix cabinets. Sales of Class III conversions decreased 12.3% compared to the prior
period as a result of strong unit sales.
The successful launch of Arc Single late in the scal year was launched with a strong portfolio of proprietary
brands including Buffalo Gold, Sky Rider 2 and Wonder 4 Tower. The Helix cabinet gained further market
penetration during the period supported by a strong portfolio of games in all key segments. The core portfolio
included Wonder 4 Jackpots, Wicked Winnings Legends and Wild LepreCoins. The launch of Super Wheel
Blast further complemented the J-Series segment portfolio which included Quick Fire Jackpots, Gold
Pays, and Jackpot Streak. In the E-Series segment Sacred Guardians, Fire & Rain and Flowers of
Babylon provided further depth in the games library.
In Latin America, unit sales volume was up 27.9%. In addition, overall ASP increased by 13.7% due to a higher mix
of new units. Revenue increased 43.5% driven by higher unit volumes and product mix. Latin America continues to
see growth in recurring revenue as E-Series and J-Series gain penetration in the region.
Australia and New Zealand
A$ million
Constant
currency
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Variance
Variance
%
Revenue
313.9
223.8
90.1
40.3
Prot
113.8
89.7
24.1
26.9
Margin
36.3%
40.1%
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Variance
(3.8) pts
Variance
%
Volume
Platforms
Conversions
Average A$ price/unit
10,537
7,337
3,200
43.6
2,703
3,891
(1,188)
(30.5)
20,564
17,277
3,287
19.0
ANZ revenue and prot increased 40.3% and 26.9% respectively to $313.9 million and $113.8 million compared to
the prior corresponding period. This reects signicant ship share gains in all key markets with Aristocrat unit sales
increasing by 43.6% in a market that grew by circa 12.6% during the period.
The ship share gains were the result of bringing to market a portfolio of games which provides breadth of product
categories and depth of performing games. These games included Players Choice Gold Jackpots, Players
Choice Sapphire Edition, Players Choice High Limits, Super Wheel Blast, Weird Wicked & Wild, Pure
Gold, African Big 5, Dragons Choice, Globetrotter and the Lightning Link and Lightning Cash family
of games. The performance of these games led to the Helix cabinet being the best performing cabinet across all
key markets.
Average Selling Price increased 19.0% due to an improved games mix of high performing premium content and the
rollout of the Helix cabinet.
Segment margin decreased to 36.3% from 40.1% due to a combination of the weaker Australian dollar impacting
margin (USD denominated cost of sales); one time launch costs related to the new cabinet rollout; lower
contribution from sales of conversions which are at a higher margin; and higher variable employee compensation.
19
Exhibit F, pg. 20
Review of Operations
A$ million
Revenue
Prot
Margin
Volume Class III Platforms
Variance
Variance
%
120.1
105.2
14.9
14.2
43.0
41.4
1.6
3.9
35.8%
39.4%
4,457
4,935
(478)
(3.6) pts
(9.7)
International Class III revenue and prot increased 14.2% and 3.9% respectively to $120.1 million and $43.0 million
compared to the prior corresponding period. Asia Pacic performance was strong, driven by new openings in
Macau where market leading ship share was achieved together with increased expansion activity outside of
Macau. Europe was relatively stable however margins were impacted by a weaker Euro (versus GBP and USD).
South Africa was down versus the prior year due to reduced spending in the Casino market and lower sales into
the low payout market.
Segment margin decreased to 35.8% from 39.4% due to a combination of the weaker Euro impacting margin in
Europe and one time launch costs related to new cabinet rollout.
Digital
Constant
currency
12 months to 12 months to
30 Sep 2015 30 Sep 2014
A$ million
Revenue
50.3
73.1
145.3
42.0
17.0
25.0
147.1
34.0%
33.8%
0.2 pts
12 months to 12 months to
30 Sep 2015 30 Sep 2014
Variance
Variance
%
Margin
Prot
Daily average users (DAU)
Variance
%
123.4
Prot
A$ million
Variance
42.0
17.0
25.0
147.1
799,840
477,269
322,571
67.6
1,089,584
669,255
420,329
62.8
Full year
End of year
Average US$ net revenue per DAU (ARPDAU)
Full year
0.38 $
0.23
0.15
65.2
End of year
0.38 $
0.29
0.09
31.0
(1)
Daily Average Users for the period and prior corresponding period have been restated to exclude legacy products for which a third party
licence expired in December 2014. As these products had lower monetisation rates than Heart of Vegas, ARPDAU has increased.
Digital revenues increased almost three-fold to $123.4 million in constant currency ($147.6 million in reported
currency).
The Digital segment result increased to $42.0 million in constant currency or $50.2 million in reported currency
terms driven by sustained growth in the Heart of Vegas suite of applications throughout the period. Higher
monetisation rates were driven primarily by the mobile launches (iOS and Android) and increasingly sophisticated
product and marketing features offset by increasing user acquisition costs. Margins remained broadly at at 34% in
the reporting period.
The Groups social digital business, Product Madness, was awarded Social Slots Operator of the Year by eGaming
Review North America Awards in April 2015. Portfolio-wide ARPDAU was US 38c at period end with the successful
launch of mobile contributing to the positive trend.
20
Exhibit F, pg. 21
Review of Operations
Entertainment Style Segment through purposebuilt games and specialist creative talent.
21
Exhibit F, pg. 22
Review of Operations
Increasing competition
Competition in the gaming industry (both land-based
and online) has intensied from the consolidation
of existing competitors as well as the entry of new
competitors. Increasingly, price, reliability and product
innovation are among the factors affecting a providers
success in selling its products.
As traditional land-based markets continue to
mature, the Groups success and protability is
dependent in part on our ability to successfully enter
new segments in existing markets and new markets
as well as new distribution channels, such as mobile
and online gaming.
To address this we continue to invest in key skills and
talent and have also strengthened our insights function
to enhance our ability to produce innovative new
product portfolios to drive entry into new markets and
support share growth.
Government gaming regulation
The global gaming industry is subject to extensive
governmental regulation. While the regulatory
requirements vary by jurisdiction, most require:
(a) licences and/or permits;
(b) ndings of suitability;
(c) documentation of qualications, including evidence
of nancial stability; and
(d) individual suitability of ofcers, directors, major
shareholders and key employees.
Changes in laws or regulations or the manner of
their interpretation or enforcement could impact the
Groups nancial performance and restrict our ability
to operate our business or execute our strategies.
Difculties or delays in obtaining or maintaining
required licences or approvals could also have a
negative impact on the business.
A material breach of internal processes may result in
violation of existing regulations which could also impact
our ability to maintain required licenses or approvals.
Gaming laws and regulations serve to protect the public
and ensure that gaming related activity is conducted
honestly, competitively, and free of corruption. A change
in government (or governmental policy towards gaming)
may also impact our operations. This political risk
increases in jurisdictions where there is signicant
anti-gaming opposition or vocal minority interests.
The Group has established a comprehensive
regulatory assurance function and governance
framework to ensure that we continue to monitor
the political environment and regulations in the
jurisdictions in which we operate and to monitor our
adherence to internal processes to ensure we comply
with existing regulations.
Exhibit F, pg. 23
Review of Operations
Intellectual property
The gaming industry is constantly employing new
technologies in both new and existing markets.
The Group relies on a combination of patents
and other technical security measures to protect
our products, and continues to apply for patents
protecting such technologies.
Competitors and others may infringe on our intellectual
property rights, or may allege that we have infringed on
theirs. Monitoring infringement and misappropriation of
intellectual property can be difcult and expensive. We
may also incur signicant litigation expenses protecting
or defending our intellectual property.
The Group has an established framework to identify
and protect its global intellectual property assets as
well as monitor infringement by competitor products.
The Group has established a comprehensive
regulatory assurance function and governance
framework to ensure that we continue to monitor
the political environment and regulations in the
jurisdictions in which we operate and to monitor our
adherence to internal processes to ensure we comply
with existing regulations.
Tax
The risk that changes in tax law (including goods and
services taxes and stamp duties), or changes in the way
tax laws are interpreted in the various jurisdictions in
which the Group operates, may impact the tax liabilities
of the Group and the assets in which it holds an interest.
The Group seeks to manage this risk by monitoring
changes in legislation, utilising external tax and legal
advisors and employing highly experienced qualied
accounting and tax experts who regularly monitor the
taxation relevant to the Groups operations.
23
Exhibit F, pg. 24
Remuneration Report
for the 12 months ended 30 September 2015
Introduction
The Directors of Aristocrat Leisure Limited (Company) present the Remuneration Report prepared in accordance
with section 300A of the Corporations Act 2001 (Cth) (the Act) and Corporations Regulation 2M.3.03 for the
Aristocrat Group of companies (Group) for the year ended 30 September 2015 (the Reporting Period).
The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Act.
This Remuneration Report forms part of the Directors Report.
The Remuneration Report details the policy and principles that govern the remuneration of the Companys NonExecutive Directors and the Executive KMP (as that term is dened in the Glossary), the link between remuneration
policy and principles and the Groups performance for the Reporting Period, and the remuneration and service
agreements of Executive KMP.
For the year ended 30 September 2015, the KMP were:
KMP
Position
Term as KMP
Dr ID Blackburne
Chair; Director
Full Year
DCP Banks
Director
Full Year
KM Conlon
Director
Full Year
RA Davis
Director
Full Year
Dr RV Dubs
Director
Full Year
SW Morro
Director
Full Year
JR Odell
Full Year
T Korsanos
Full Year
M Sweeny
Full Year
Non-Executive Directors
Executive KMP
Contents
This Remuneration Report is set out in the following sections:
Section 1 Executive Summary
Section 2 Remuneration Outcomes for the Reporting Period
Section 3 Human Resources and Remuneration Committee
Section 4 Remuneration policy and structure
Section 5 Non-Executive Director remuneration
Section 6 Alignment between remuneration and Group performance
Section 7 Remuneration tables and data
Section 8 Shareholdings
Section 9 Glossary of terms commonly used in this Remuneration Report
24
Exhibit F, pg. 25
Remuneration Report
Below is an overview of the components of remuneration of the Executive KMP and Non-Executive
Directors. Further details on each remuneration component are set out in the corresponding page in
the Remuneration Report.
Table 1 Components of remuneration
Remuneration component
Participants
Executive KMP
Fixed
Fixed remuneration
Non-Executive Directors
5 (page 33)
5 (page 42)
Fees
Short Term Incentive
5 (page 34)
5 (page 37)
Post-employment
Superannuation
5 (page 45)
5 (page 42)
31 Dec
2011
31 Dec
2012
31 Dec
2013
31 Dec
2014
30 Sep
2013
30 Sep
2014
30 Sep
2015
2015 Reporting
Period containing
two LTI vestings
due to change in
nancial year end
25
Exhibit F, pg. 26
Remuneration Report
Description
Key nancial
highlights
Further
Information
The LTI and STI outcomes noted below reect and reward the strong
results across all measures of incentive performance during the
relevant performance periods, including in FY15.
The Groups NPATA for the Reporting Period was $236.1 million,
representing a 78.9% increase on the prior corresponding period.
The Groups FCF conversion for the Reporting Period was 124%.
From 1 October 2012 to 30 September 2015, the Groups:
TSR performance exceeded its Peer Comparator Group by
37.7%;
compounded EPS growth rate across this period was 22.9%,
which was at the upper end of the EPS growth targets set by the
Board; and
share price grew from $2.69 to $8.61, delivering a share price
return of 220%.
Section 2;
Section 6 and
the Financial
Statements
(within the
Financial Report)
9
8
Share price $
7
6
5
4
3
2
1
LTI Outcomes
30/09/15
30/06/15
31/03/15
31/12/14
30/09/14
30/06/14
31/03/14
31/12/13
30/09/13
30/06/13
31/03/13
31/12/12
30/09/12
30/06/12
31/03/12
31/12/11
Section 2;
Table 5;
Section 6;
Table 15
26
170% of the Group target STI was awarded for the 12 months to 30
September 2015, reective of record nancial performance over this
performance period.
Section 2;
Section 6;
Table 12; Table
17; Table 18
Exhibit F, pg. 27
Remuneration Report
Further
Information
Focus
Description
Remuneration
initiatives
(a) Changes to
STI Plan
4.2.1; 4.2
(b) Changes to
LTI Plan
4.2; 4.2.2
Changes to CEO
Total Target
Remuneration
Table 6
Table 13
Non-Executive
Director Fees
N/A
27
Exhibit F, pg. 28
Remuneration Report
Outcomes
12.04%
49.72%
100%1
Aggregate EPS2
EPS vesting percentage (of the 70%)
Total percentage of vesting under the 2013 LTI Plan
Threshold
EPS Target
Maximum
EPS Target
Actual Outcome
58.84 cents
70.58 cents
68.68 cents
50%
100%
92.0%
94.4%
1.
For 100% vesting, the Companys TSR performance had to exceed Peer Comparator Group returns by more than 10% per year compound.
The Companys actual TSR exceeded Peer Comparator Group returns by 37.68% per year compound.
2.
The EPS targets represent annual growth rates of 10% (Threshold EPS Target) and 20% (Maximum EPS Target) across the consecutive three
year performance period. The actual CAGR for the three year period at parity (AUD:USD) was 22.9% (36.1% at reported rates).
28
Exhibit F, pg. 29
Remuneration Report
100% of the Relevant TSR component of grants under the 2012 LTI Plan vested given that the Groups actual
TSR exceeded Peer Comparator Group returns by 32.52% per year compound; and
81.5% of the Relevant EPS component vested given that the Groups actual EPS CAGR across the consecutive
three year performance period was 21.0% (26.8% at reported foreign exchange rates) which was at the upper
end of the EPS growth targets rates set by the Board.
Outcomes
15.37%
47.89%
100%1
Aggregate EPS
Threshold
EPS Target
Maximum
EPS Target
Actual Outcome
48.13 cents
57.44 cents
53.99 cents
50%
100%
81.5%
87.1%
1.
For 100% vesting, the Companys TSR performance had to exceed Peer Comparator Group returns by more than 10% per year compound.
The Companys actual TSR exceeded Peer Comparator Group returns by 32.52% per year compound.
2.
The EPS targets represent annual growth rates of 15% (Threshold EPS Target) and 25% (Maximum EPS Target) across the consecutive three
year performance period. The actual CAGR for the three year period at parity (AUD:USD) was 21.0% (26.8% at reported rates).
29
Exhibit F, pg. 30
Remuneration Report
The table below sets out an example of key areas of focus during the Reporting Period:
Section 2 Remuneration Outcomes for the Reporting Period continued
1.2 Summary of Performance, Remuneration initiatives and remuneration outcomes during the
Reporting Period continued
Table 4 Executive KMP KPOs
Key Performance Objective
Outcome
Commentary
Financial results
Exceeded
Value-based leadership,
behaviours and developing
people
Exceeded
Exceeded
Exceeded
Met
Met
30
Exhibit F, pg. 31
Remuneration Report
1.
31
Exhibit F, pg. 32
Remuneration Report
LTI Plan During the Reporting Period, the Board determined that the following vesting conditions be applied
to grants under the 2015 LTI Plan:
(i) a Relative TSR vesting condition, in relation to thirty percent (30%) of the PSRs granted;
(ii) a Relevant EPSA (rather than a Relevant EPS) vesting condition, in relation to thirty percent (30%) of the
PSRs granted; and
(iii) achievement of strategic objectives set by the Board (Strategic Objectives) for the CEO and service based
vesting (Service Based) for all other participants, in relation to forty percent (40%) of the PSRs granted.
Prior to the 2015 LTI Plan, participants with grants of PSRs would vest based on the Companys three year:
(i) Relative TSR, in relation to thirty percent (30%) of the PSRs granted; and
(ii) Relevant EPS for the 2013 LTI Plan and Relevant EPSA for the 2014 LTI Plan, in relation to seventy percent
(70%) of the PSRs granted.
Any PSRs which vest will be converted automatically into fully paid ordinary shares. Holders of LTI PSRs are not
entitled to dividends until the rights have vested and converted into shares.
Annual performance-based
Reward for contribution to
annual Group and business unit
outcomes and achievement of
personal objectives
Total remuneration
Fixed remuneration
Between 29-42% of total target
annual remuneration
32
Exhibit F, pg. 33
Remuneration Report
The Groups remuneration policy requires that remuneration levels properly reect the duties and responsibilities
of Executive KMP. Typically, when Executive KMP meet target levels of performance, the combined elements of
remuneration are designed to provide remuneration at the market median. For superior performance, the Group
aims to remunerate Executive KMP in the range between the market median and the 75th percentile for total
remuneration, in comparison to benchmark companies for each role. Factors such as the comparative size of the
role and the individuals experience in the role are considered in setting remuneration levels relative to the policy.
The Board aims to achieve a balance between xed and performance related components of remuneration.
The actual remuneration mix for the Executive KMP will vary depending on the level of performance achieved at
a Group, business unit and individual level. Where stretch targets for short term and long term incentives are met,
then the proportion of total remuneration derived from at-risk components will be higher. This higher weighting of
performance related remuneration reects the Boards commitment to performance-based rewards.
The relative target proportions of Executive KMP remuneration that are at-risk and those that are xed are
as follows:
Table 6 Details of remuneration: xed and at-risk as a percentage of target remuneration
Name
Fixed
remuneration At-risk STI
%
%
At-risk LTI1
%
Total
%
29
29
42
100
A Korsanos
39
26
35
100
M Sweeny
42
27
31
100
1.
Represents the target remuneration package value at grant assuming all performance conditions have been met, excluding any contractual
severance entitlements.
For full details of Executive KMP remuneration for the Reporting Period, refer to Table 13.
Fixed remuneration
Executive KMP receive a competitive xed remuneration comprising cash salary, superannuation and other benets
which make up the xed remuneration component of their total remuneration package.
Fixed remuneration is reviewed annually against the external market and compared to similar roles from a
specically identied peer group of companies. The international nature of the Groups operations and the global
responsibilities of the Executive KMP, in addition to the mix of knowledge, skills, experience and performance,
are considered when determining remuneration. The onerous probity requirements placed on certain Executive
KMP by regulators of the global jurisdictions in which the Group operates are also considered in determining
remuneration levels.
Executive KMP have the choice to have a combination of benets including additional superannuation contributions
and the provision of a vehicle provided from their xed remuneration.
Executive KMP also (in certain instances) receive other benets, including salary continuance, trauma, death and
disability insurance. Executives are able to maintain memberships to appropriate professional associations. As
appropriate, expatriate executives receive additional support including accommodation allowances, travel and life
insurance and taxation advice.
Executive KMP do not receive retirement benets other than those disclosed in Table 13.
33
Exhibit F, pg. 34
Remuneration Report
34
Exhibit F, pg. 35
Remuneration Report
Individual
STI Target
Business Score
Multiplier
Individual
Performance
Multiplier
1.
In the case of employees in a region or business unit, the FCF metric is measured as operating cash ow against an EBIT (not NPATA)
conversion rate set by the Board.
For employees whose role is multi-regional or global in nature including all Executive KMP the Regional
component is replaced by the Group component, meaning they are judged entirely on the Groups result.
The nal Business Score is converted to the Business Score Multiplier according to the following chart:
200%
160%
120%
80%
40%
0
85%
100%
105%
110%
115%
120%
No incentive is paid if the Business Score is below the Business Score Threshold (being 85% of the Business Score
Goals). If the Business Score is above 120%, the multiplier will cap at 200%.
35
Exhibit F, pg. 36
Remuneration Report
Meets Most
Requirements
of the inherent
requirements of the job
and/or delivering the
expected results
is not exhibiting
some or many of the
corporate behaviours
Meets Requirements
Exceeds Requirements
demonstrates the
corporate behaviours
Individual key Performance Goals are determined for each Senior Executive to deliver the Groups short-term and
long-term success, in line with the business plan. See Table 4 for more details.
The nal performance rating is converted to the Individual Performance Multiplier according to the following:
Outcome
Min
Underperforms
0%
Meets most
requirements
Meets
requirements
Exceeds
requirements
60%
80%
120%
Mid
0%
75%
100%
130%
Max
0%
90%
120%
150%
Below a Meets Most Requirements level no incentive will be paid, and for an Exceeds Requirements level the
multiplier will cap at 150%. The nal percentage applied within the range will be determined by the individuals
manager. In the case of Executive KMP and other CEO direct reports, these will be reviewed by the Board.
The maximum incentive that can be paid to any individual is capped at 200% of STI target.
Why were these performance conditions chosen?
The Board considers these performance measures to be appropriate as they are aligned with the Groups
objectives of delivering sustainable growth and sustainable superior returns to shareholders. In addition, Senior
Executives have a clear line of sight to the targets and are able to affect results through their actions.
Performance measures and conditions are reviewed annually and are subject to change as considered
appropriate. Financial targets are established following Board review and approval of the annual plan for the
following year.
The Board has a discretion to review and amend the Business Score Goals during the performance period (up or
down) where signicant unforeseen events have occurred which are outside of the control of management.
Who assesses performance and when?
In respect of the performance of the CEO and Managing Director, the Board assesses performance against the
performance conditions with the benet of advice from the HR and Remuneration Committee.
In respect of the Executive KMP (other than the CEO and Managing Director), the CEO and Managing Director
assesses the Executive KMPs performance against the performance conditions and makes recommendations
to the HR and Remuneration Committee which advises the Board in relation to the CEO and Managing Directors
recommendations and the review process.
The assessment process as set out above is consistent with current market practice.
36
Exhibit F, pg. 37
Remuneration Report
37
Exhibit F, pg. 38
Remuneration Report
38
Exhibit F, pg. 39
Remuneration Report
The link between the Companys TSR performance and the percentage of the PSRs which will vest pursuant to the
Relative TSR vesting condition is represented in the following table:
Table 8 TSR vesting percentages
Company TSR ranking against
Peer Comparator Group
0%
50%
100%
The Board may adjust the TSR vesting conditions to ensure that an executive is neither advantaged nor
disadvantaged by matters outside of managements control that affect achievement of the vesting conditions.
Series B Relevant EPSA vesting condition (30% of total PSRs)
The Relevant EPSA vesting condition is measured by comparing the Companys compound annual EPSA growth
rate (CAGR) over a three year period (1 October 2014 to 30 September 2017 in respect of grants under the 2015
LTI Plan) against the minimum EPSA growth and the maximum EPSA growth thresholds, as set by the Board at
the beginning of the performance period. The Board selected Relevant EPSA as a vesting condition on the basis
that it:
neutralises the tax effected amortisation expense of acquired intangibles (most notably VGT), which is a noncash charge and not representative of underlying performance of the business and cash ow generation; and
Relevant EPSA performance will be measured using the most recent nancial year-end prior to the award as the
base year, and the nal nancial year in the three year performance period as the end year.
Relevant EPSA will be calculated by dividing the Companys NPATA for the relevant reporting period by the
weighted average number of ordinary shares in the Company on issue during that period.
The EPSA growth thresholds set by the Board for the performance period will be disclosed in the Remuneration
Report published in respect of the year in which PSR vesting is tested.
As the Relevant EPSA component is determined as the compound EPSA growth over a three year period, the
extent of vesting of the Relevant EPSA component of the LTI cannot be determined until the conclusion of the three
year performance period.
The link between the Companys compound annual EPSA growth rate and the percentage of the PSRs which will
vest pursuant to the Relevant EPSA vesting conditions is represented in the following table:
Table 9 EPSA vesting percentages
Companys EPS performance
% of vesting of PSRs
0%
50%
100%
The Board may adjust the Relevant EPSA vesting conditions to ensure that an executive is neither advantaged nor
disadvantaged by matters outside of managements control that affect achievement of the vesting conditions.
39
Exhibit F, pg. 40
Remuneration Report
40
Exhibit F, pg. 41
Remuneration Report
What happens if the Senior Executive ceases employment during the performance period?
If a participant in the LTI Plan ceases employment with the Group during the rst 12 months of the performance
period, regardless of the reason, then any PSRs in relation to that performance period will lapse.
If a participant ceases employment with the Group after the rst 12 months of the performance period, the Board
has the express discretion to determine that some or all PSRs vest or lapse.
Where a participant acts fraudulently, dishonestly, joins a competitor or is, in the Boards opinion, in breach of his or
her obligations to the Group, then any unvested PSRs will lapse and any shares in the Group allocated but not yet
withdrawn pursuant to the terms of the LTI Plan Rules will be forfeited.
What happens if a change of control event occurs?
If a change of control event occurs, the Board determines (in its discretion) the appropriate treatment regarding
PSRs. Where the Board does not exercise this discretion, there will be a pro rata vesting of PSRs.
4.3 Service agreements
The remuneration and other terms of employment for the Executive KMP are formalised in service agreements,
which have no specied term. Each of these agreements provide for performance related bonuses under the STI
program (the terms of which are described in Section 4.2.1), and participation, where eligible, in the Groups LTI
program (the terms of which are described in Section 4.2.2). Other major provisions of the service agreements of
the Executive KMP are as follows:
Table 10 Service agreements
Notice to
be given
by Group1
Termination payment
Postemployment
restraint
6 months
12 months
12 months
A Korsanos
3 months
3 months
6 months
M Sweeny
3 months
12 months
Notice to
be given
by executive
1.
41
Exhibit F, pg. 42
Remuneration Report
1.
Fees paid to Australian-based Non-Executive Directors are paid in AUD. Fees paid to US-based Non-Executive Directors are paid in USD
converted at a rate of A$1 to US$1. Inclusive of statutory superannuation obligations made on behalf of Australian-based Non-Executive
Directors.
2.
The regulatory requirements of the environment in which the Company operates impose a considerable burden
on the Non-Executive Directors and their families who are required to disclose detailed personal and nancial
information and submit to interviews, including in foreign jurisdictions. These requirements are taken into account
in determining the fees payable to Non-Executive Directors. Regard was also had to time commitments required
of Non-Executive Directors in connection with the number of Board and Committee meetings that Non-Executive
Directors attend each year.
Non-Executive Directors are entitled to be reimbursed for all reasonable business related expenses, including travel,
as may be incurred in the discharge of their duties.
The Group does not make sign-on payments to new Non-Executive Directors and the Board does not provide for
retirement allowances for Non-Executive Directors.
Given the large amount of additional work undertaken by the Board during the Reporting Period, particularly in
relation to the diligence, negotiation and execution of the VGT acquisition and associated equity and debt nancing,
it was determined that each NED would receive a xed sum of A$25,000 in addition to the fees noted above.
The remuneration details of Non-Executive Directors for the Reporting Period are set out in Table 17.
42
Exhibit F, pg. 43
Remuneration Report
12 months to
30 Sept 2014
8.61
5.84
4.62
2.69
2.20
17.0
16.0
14.5
6.0
6.5
30.1/37.1
22.8/23.1
19.4
8.3
12.3
50.3%
29.9%
77%
25%
-24.2%
170%
110%
66%
100%
27%
94.4%
n/a
n/a
n/a
n/a
87.1%
30%
0%
0%
0%
12 months to
9 months to
30 Sept 2013 30 Sept 20121
12 months to
31 Dec 2011
1.
For comparative purposes, the percentage of short term cash incentives and long term incentives disclosures relates to the 2012 STI award
and 2010 LTIP awards tested following the end of the performance period, being 31 December 2012.
2.
Excluding the effect of signicant items which are not representative of the underlying operational performance of the Group.
TSR performance
The following graphs demonstrate the Companys TSR performance versus that of the Peer Comparator Group
over (i) the 2012 LTI Grant performance period 1 January 2012 to 31 December 2014, and (ii) the 2013 LTI Grant
performance period 1 October 2012 to 30 September 2015.
Diagram: Aristocrat TSR Performance v Peer Comparator Group (%)
TSR: 1 January 2012 31 December 2014
250
ASX100 Index
ALL
221%
200
150
100
62%
Dec-14
Oct-14
Jul-14
Apr-14
Jan-14
Oct-13
Jul-13
Apr-13
Jan-13
Oct-12
Jul-12
Apr-12
Jan-12
50
43
Exhibit F, pg. 44
Remuneration Report
ALL
242%
200
150
100
50
Sept-15
Aug-15
Jun-15
Apr-15
Feb-15
Dec-14
Oct-14
Aug-14
Jun-14
Apr-14
Feb-14
Dec-13
Oct-13
Aug-13
Jun-13
Apr-13
Feb-13
Dec-12
Oct-12
38%
The Group achieved a TSR of 49.72% over the three year 2013 LTI Grant performance period compared to the
Peer Comparator Group of 12.04%. As a result, 100% of the PSRs linked to this measure vested.
Diagram: Relationship between LTI outcomes and TSR/EPS
The graph below shows the correlation between Executive KMP LTI outcomes and key LTI nancial metrics
(TSR and EPS) over the past ve years.
Relationship between LTI outcomes and performance
40
90%
35
80%
30
LTI outcomes %
70%
60%
25
50%
20
40%
15
30%
10
20%
100%
10%
0
0
Dec 2011
Sept 2012
Sept 2013
Sept 2014
Sept 2015(1)
Financial Year
(1) September 2015 LTI % vesting
44
Exhibit F, pg. 45
Remuneration Report
Longterm
benets
Postemployment
benets
Short-term benets
NonCash
Cash monetary
TermSuper1
2
salary bonuses benets3 annuation ination4
$
$
$
$
$
Long
service
leave4
$
Share-based
payments5
STI
PSRs6
$
% of
sharebased
remuneration
(LTI PSRs)
Total
LTI
PSRs7
$
6,717,731
30.7
1,617,205 1,650,000
3,234
32,795
12 months to
30 Sept 2014
1,624,705 1,622,500
13,337
25,117
47,818
937,791
944,569
5,215,837
18.1
661,746
480,000
19,045
14,138
421,370
556,471
2,152,770
25.8
12 months to
30 Sept 2014
619,473
552,000
18,027
18,632
290,461
282,988
1,781,581
15.9
12 months to
30 Sept 2015
765,124
433,248
330,118
182,030
1,710,520
10.6
12 months to
30 Sept 2014
17,688
168,350
112,233
3,988
302,259
12 months to
30 Sept 2015
Total
3,044,075 2,563,248
3,234
51,840
26.5
125,570
43,144
16.8
M Sweeny8
12 months to
30 Sept 2014
Total
2,261,866 2,342,850
7,299,677
45
Exhibit F, pg. 46
Remuneration Report
Amounts shown as cash salary and fees include amounts sacriced in lieu of other benets at the discretion of the individual. To the extent
that benets are paid and subject to Fringe Benets Tax (FBT), the above amount includes FBT.
2.
Amounts reect the non-deferred cash component of the 2015 STI incentives.
3.
Non-monetary benets include insurance and travel costs, relocation costs, expatriate related costs and associated FBT.
4.
The amounts provided for by the Group during the nancial year in relation to accruals for long service leave.
5.
In accordance with the requirements of the Australian Accounting Standards, remuneration includes a proportion of the fair value of equity
compensation granted or outstanding during the year. The fair value of equity instruments which do not vest during the reporting period is
determined as at the grant date and is progressively allocated over the vesting period. The amount included as remuneration is not related
to or indicative of the benet (if any) that individual Executive KMP may ultimately realise should the equity instruments vest. An independent
accounting valuation for each tranche of PSRs at their respective grant dates has been performed by EY. In undertaking the valuation of the
PSRs, EY has used a TSR model and an EPSA model. These models are described below:
TSR model
EY uses the Monte-Carlo simulation-based model which incorporates the impact of performance hurdles and the vesting scale on the value
of the PSRs. This pricing model takes into account factors such as the Companys share price at the date of grant, volatility of the underlying
shares, the risk-free rate of return, expected dividend yield and the likelihood that vesting conditions will be met. The accounting valuation of
rights issued is allocated equally over the vesting period.
EPSA model
The Binomial Tree model was used to determine the fair value of PSRs. This pricing model takes into account factors such as the Companys
share price at the date of grant, the risk-free rate of return, expected dividend yield and time to maturity. The accounting valuation of rights
issued is allocated over the vesting period so as to take into account the expected level of vesting over the performance period.
For the purposes of remuneration packaging, the face value (volume-weighted average price for the ve trading days up to and including
the day before the start of the performance period) is adopted for determining the total number of PSRs to be allocated as this valuation best
reects the fair value of PSRs to each executive at that time. The requirements of AASB 2 in relation to the treatment of non-market vesting
conditions, such as earnings per share growth and share-based remuneration requiring shareholder approval, results in accounting expense
and disclosures differing from the value allocated for the purposes of remuneration packaging.
6.
A component of STI awards payable to Executives KMP will be satised by the grant of deferred share rights. Half will vest after one year, with
the remainder vesting after two years, both subject to relevant forfeiture conditions. The accounting expense for STI share rights represents
the expense attributable to the service period that has been completed for each deferred award. Therefore, the amounts reected for the
12 months to 30 September 2015 include the accounting accruals attributable to deferred share rights pursuant to the 2013, 2014 and 2015
STI awards.
7.
The share-based payments expense includes the impact of PSRs that were granted in previous years that are being expensed for accounting
purposes over the vesting period, as well as the PSRs that were granted in the reporting period. Remuneration in the form of PSRs includes
credits for the earnings per share (EPS) component of 2012 LTI grant forfeited during the period.
8.
Total
award1
$
Cash
payment2
$
Deferred
component3
$
No. Share
Rights
vesting
1 Oct 20163
1,650,000
1,650,000
97,141
% of total
award
deferred
3,300,000
97,141
200%
50%
960,000
480,000
480,000
28,259
28,259
200%
50%
M Sweeny
821,491
433,248
388,243
28,345
28,345
180%
50%
1.
Amounts reect the value of the total 2015 awards. See footnotes 2 and 3 for an explanation of the cash and deferred components of the
total award.
2.
Amounts reect the cash component of the 2015 awards paid to participants. Amounts in USD are translated at the average rate for the year.
3.
Amounts reect the value of 2015 awards deferred into PSRs. Part of the deferred component of awards will vest on 1 October 2016 and the
remainder on 1 October 2017. The number of PSRs is determined using the ve day VWAP up to and including 30 September 2015, being
$8.4928. Amounts in USD are translated at the FX rate on the grant date.
46
Exhibit F, pg. 47
Remuneration Report
LTI PSRs granted to Executive KMP, including their related parties, during the Reporting Period were as follows:
Table 15 Details of LTI PSRs granted to Executive KMP
Vested
Series1
Number
of PSRs
granted2,3
Grant date
Fair value4
Maximum
value of grant5
Forfeited
No.
No.
29A
122,867
27-Feb-2015
$5.07
$622,935
29B
122,867
27-Feb-2015
$6.91
$849,011
29C
163,822
27-Feb-2015
$6.91
$1,132,010
32,491
27-Feb-2015
$5.07
$164,729
M Sweeny
28B
32,491
27-Feb-2015
$6.91
$225,513
28C
43,321
27-Feb-2015
$6.91
$299,348
28A
25,767
27-Feb-2015
$5.07
$130,639
28B
25,767
27-Feb-2015
$6.91
$178,050
34,356
27-Feb-2015
$6.91
$237,400
28C
Total
603,749
$3,839,635
1.
Series A is the Relative Total Shareholder Return (TSR) vesting condition, Series B is the Relevant Earnings Per Share before amortisation
of acquired intangibles from operating activities (EPSA) vesting condition and Series C is the Strategic Objectives/Service Based Element
vesting condition.
2.
As the PSRs only vest on satisfaction of vesting conditions, which are tested at the end of the performance period (1 October 2014 to 30
September 2017), none of the PSRs set out above have vested.
3.
Series 28 and 29 will vest in 2017 (testing occurs after the performance period), subject to the satisfaction of performance conditions.
Unvested PSRs will expire at that time if it has been determined that the vesting conditions were not met.
4.
The fair value of Series 28 and 29 PSRs was determined based on an accounting valuation performed by EY. For the TSR performance
condition, the valuation is calculated having regard to the likelihood that vesting conditions will be met. This value will not be equal to the
market value of a share at the commencement of the performance period as a result of PSRs being contingent rights to shares in the future.
The fair value of the PSR at the commencement of a performance period is inuenced by the Companys share price at the date of grant,
volatility of the underlying shares, the risk-free rate of return, expected dividend yield, time to maturity and the likelihood that vesting conditions
will be met.
5.
The maximum value of the grant is the fair value multiplied by the number of PSRs granted.
47
Exhibit F, pg. 48
Remuneration Report
Series
Performance
period
expiry date
Fair value
per right at
grant date
Balance at
1 Oct 2014
Granted
during
the year1
Vested2,3
Lapsed/
forfeited
Balance at
30 Sep 2015
20A4
31-Dec-2014
$2.03
405,000
(405,000)
20B4
31-Dec-2014
$2.80
945,000
(770,175)
(174,825)
229,850
22A
30-Sep-2015
$2.45
229,850
22B
30-Sep-2015
$3.50
536,150
536,150
25A
30-Sep-2016
$2.83
130,500
130,500
25B
30-Sep-2016
$4.52
304,500
304,500
29A
30-Sep-2017
$5.07
122,867
122,867
29B
30-Sep-2017
$6.91
122,867
122,867
29C
30-Sep-2017
$6.91
163,822
163,822
31-Dec-2014
$2.03
73,684
(73,684)
21B4
31-Dec-2014
$2.80
171,930
(140,123)
(31,807)
23A
30-Sep-2015
$2.45
49,000
49,000
23B
30-Sep-2015
$3.50
114,500
114,500
26A
30-Sep-2016
$2.83
42,391
42,391
26B
30-Sep-2016
$4.52
98,913
98,913
28A
30-Sep-2017
$5.07
32,491
32,491
28B
30-Sep-2017
$6.91
32,491
32,491
M Sweeny
1.
28C
30-Sep-2017
$6.91
43,321
43,321
27
21-Sep-2016
$5.80
55,775
55,775
28A
30-Sep-2017
$5.07
25,767
25,767
28B
30-Sep-2017
$6.91
25,767
25,767
28C
30-Sep-2017
$6.91
34,356
34,356
The value of the PSRs granted to Senior Executives during the year (including the aggregate value of PSRs granted) is set out in Table 14.
No Options were granted during the year to any Senior Executive.
2.
The value of each PSR on the date of vesting is the closing price of the Companys shares on the ASX on the preceding trading day.
3.
As shares are immediately allocated upon the vesting of PSRs, there will be no instances where PSRs are vested and exercisable, or vested
but not yet exercisable.
4.
On 2 February 2015, the Board determined that the (i) Relative TSR component of the PSRs under Series 20A, 20B, 21A and 21B had met
the required performance criteria and therefore vested and (ii) Relative EPS component of the PSRs under Series 20A, 20B, 21A and 21B had
achieved between threshold and target and therefore 81.5% vested. For the purposes of section 300A(1)(iv) of the Act the closing share price
on 2 February 2015 was $6.90.
48
Exhibit F, pg. 49
Remuneration Report
Short-term benets
Name
Year
Cash salary
and fees1
$
Sharebased
payments
Post-employment
benets
Fees
for extra
services2
$
Super- Retirement
annuation3
benets4
$
$
Options
and PSRs
$
Total
$
ID Blackburne12 months to
30 Sept 2015
423,586
25,000
18,914
467,500
12 months to
30 Sept 2014
421,870
3,130
425,000
12 months to
30 Sept 2015
189,498
25,000
18,002
232,500
12 months to
30 Sept 2014
193,442
16,558
210,000
12 months to
30 Sept 2015
207,763
25,000
19,737
252,500
12 months to
30 Sept 2014
190,684
24,316
215,000
12 months to
30 Sept 2015
277,374
25,000
1,324
303,698
12 months to
30 Sept 2014
212,399
2,601
215,000
12 months to
30 Sept 2015
207,763
25,000
19,737
252,500
12 months to
30 Sept 2014
187,531
17,469
205,000
12 months to
30 Sept 2015
207,763
25,000
19,737
252,500
12 months to
30 Sept 2014
141,800
13,200
155,000
12 months to
30 Sept 2015
1,513,747
150,000
97,451
1,761,198
12 months to
30 Sept 2014
1,347,726
77,274
1,425,000
RA Davis
RV Dubs
SW Morro
DCP Banks
KM Conlon
Total
1.
Amounts shown as cash salary and fees include amounts sacriced in lieu of other benets at the discretion of the individual. To the extent
that any non-monetary benets are subject to Fringe Benets Tax (FBT), amounts shown include FBT.
2.
Given the large amount of additional work undertaken by the Board during the Reporting Period, particularly in relation to the diligence,
negotiation and execution of the VGT acquisition and associated equity and debt nancing, it was determined that each NED would receive a
xed sum of A$25,000.
3.
Superannuation contributions include amounts required to satisfy the Groups obligations under applicable Superannuation Guarantee
legislation.
4.
49
Exhibit F, pg. 50
Remuneration Report
Section 8 Shareholdings
8.1 Movement in shares
The number of shares (excluding those unvested under the STI Plan and the LTI Plan) in the Company held
during the year ended 30 September 2015 by each Non-Executive Director and Senior Executive, including their
personally related entities, are set out below.
No amounts are unpaid on any of the shares issued. Where shares are held by the Director or Executive KMP and
any entity under the joint or several control of the Director or Executive KMP, they are shown as benecially held.
Shares held by those who are dened by AASB 124 Related Party Disclosures as close members of the family of
the Director or Executive KMP or are held through a nominee or custodian are shown as non-benecially held.
The following sets out details of the movement in shares in the Company held by Non-Executive Directors or their
related parties during the year:
Table 18 Details of Non-Executive Director shareholdings
Type
Balance as Performance
shares
at 1 October
vested
2014
Other net
changes
during the
year
Balance
as at 30
September
2015
Non-Executive Directors
ID Blackburne
Benecially held
Non-benecially held
DCP Banks
Benecially held
Non-benecially held
KM Conlon
Benecially held
Non-benecially held
RA Davis
RV Dubs
SW Morro
127,851
10,000
137,851
30,851
30,851
5,418
5,418
Benecially held
19,335
19,335
Non-benecially held
14,005
14,005
Benecially held
32,851
32,851
Non-benecially held
Benecially held
30,000
5,000
35,000
Non-benecially held
All equity instrument transactions between the Non-Executive Directors, including their related parties, and the
Company during the year have been on arms length basis.
50
Exhibit F, pg. 51
Remuneration Report
The following sets out details of the movement in shares in the Company held by Executive KMP or their related
parties during the year:
Table 19 Details of Executive KMP shareholdings not held under an employee share plan
Type
Balance as Performance
shares
at 1 October
vested
2014
Other net
changes
during the
year
Balance
as at 30
September
2015
Benecially held
Non-benecially held
334,077
1,367,875
(600,000)
1,101,952
107,187
281,850
(100,000)
289,037
Benecially held
Non-benecially held
M Sweeny
Benecially held
Non-benecially held
Other than share-based payment compensation effected through an employee share plan, all equity instrument
transactions between Executive KMP, including their related parties, and the Company during the year, have been
on arms length basis.
8.2 Loans with KMP
No KMP or their related parties held any loans from the Group during or at the end of the year ended 30 September
2015 or prior year.
51
Exhibit F, pg. 52
Remuneration Report
Section 9 Glossary
Business
Score
In the case of Executive KMP and employees in corporate functions, this is the result that is
based on the actual nancial performance of the Group in a nancial year, calculated by reference
to NPATA and FCF. In the case of employees in a region or business unit, this is the result that is
based 50% on the performance of the Group (as above) and 50% on the regional performance,
using EBIT in place of NPATA for both prot and FCF calculations.
Business
Score Goals
The Groups and individual business units/regions nancial performance goals, approved by the
Board at the start of the performance period, that need to be achieved under the STI Plan.
Business Score The minimum Business Score required to receive payment under the STI Plan. This is in effect the
Threshold
entry point into the STI Plan.
EBIT
Earnings before interest and tax, on a normalised basis excluding signicant items and results of
discontinued operations as disclosed in the Review of Operations section of the Annual Report.
EPS
Fully diluted earnings per share, normalised for signicant items and discontinued operations as
disclosed in the Review of Operations section of the Annual Report.
EPSA
Executive
KMP
Those KMP who were also part of the Groups Executive Leadership Team during the Reporting
Period, being (i) JR Odell (the CEO and Managing Director), (ii) A Korsanos (Chief Financial Ofcer,
Global Services and Company Secretary), and (iii) M Sweeny (the Chief Commercial Ofcer).
FCF
In the case of Executive KMP and employees in corporate functions, this is free cash ow
(measured as operating cash ow according to the Review of Operations net of capital
expenditure on gaming machines). In the case of employees in a region or business unit, EBIT is
used in place of NPATA for FCF calculations.
KMP
Key Management Personnel, being those persons having authority and responsibility for planning,
directing and controlling the activities of the Group, directly or indirectly, during the Reporting Period.
LTI Plan
NPAT
Net prot after tax normalised for signicant items and discontinued operations as disclosed in
the Review of Operations section of the Annual Report.
NPATA
Net prot after tax before amortisation of acquired intangibles, normalised for signicant items and
discontinued operations as disclosed in the Review of Operations section of the Annual Report.
Peer
Comparator
Group
For grants under each of the 2014 and 2015 LTI Plans, means constituents of the S&P/ASX100
Index, dened at the commencement of the performance period. For grants under LTI Plans prior
to the 2014 LTI Plan, means the S&P/ASX100 Index itself.
PSR
A performance share right that carries an entitlement to receive one ordinary share in the
Company when the PSR vests, subject to performance criteria being satised.
Relative TSR
The Companys compounded TSR measured against the ranking of constituents of the Peer
Comparator Group.
Relevant EPS
Cumulative EPS over the performance period compared to a target set by the Board at the
commencement of the performance period. This performance metric applied to grants under LTI
Plans prior to the 2014 LTI Plan.
Relevant EPSA EPSA for the nal nancial year of the relevant performance period. This performance metric has
been introduced in respect of grants under the 2014 LTI Plan.
Senior
Executives
The group of senior executives consisting of: (i) the Executive KMP, and (ii) other members of the
Executive Leadership Team of the Group. Details of the Executive Leadership Team of the Group
can be found on the Groups website www.aristocratgaming.com.
STI Plan
TSR
Total shareholder return measures the percentage growth in the share price together with the
value of dividends received during the relevant three year performance period, assuming all of
those dividends are reinvested into new securities.
VGT
52
Exhibit F, pg. 53
53
Exhibit F, pg. 54
Nevada Regulatory
Disclosure
The Nevada Gaming Commission has requested
that the following be brought to the attention of
shareholders.
Summary of the Nevada Gaming Regulations
The manufacture, sale and distribution of gaming
devices, internet and mobile gaming, and cashless
wagering systems for use or play in Nevada and the
operation of slot machine routes and inter-casino
linked systems are subject to:
i) the Nevada Gaming Control Act and the
regulations promulgated thereunder (collectively,
the Nevada Act); and
ii) various local ordinances and regulations.
Gaming and manufacturing and distribution
operations in Nevada are subject to the licensing and
regulatory control of the Nevada Gaming Commission
(Nevada Commission), the Nevada State Gaming
Control Board (Nevada Board) and various other
county and city regulatory agencies, collectively
referred to as the Nevada Gaming Authorities.
Nevada Regulatory Disclosure
The laws, regulations and supervisory procedures
of the Nevada Gaming Authorities are based upon
declarations of public policy which are concerned
with, among other things:
i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with
gaming, manufacturing or distributing activities at
any time or in any capacity;
ii) the establishment and maintenance of responsible
accounting practices and procedures;
iii) the maintenance of effective controls over the
nancial practices of licensees, including the
establishment of minimum procedures for internal
scal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and
requiring the ling of periodic reports with the
Nevada Gaming Authorities;
iv) the prevention of cheating and fraudulent
practices; and
v) providing a source of state and local revenues
through taxation and licensing fees.
Aristocrat Leisure Limited (the Company) is
registered with the Nevada Commission as a publicly
traded corporation (a Registered Corporation)
and has been found suitable to directly or indirectly
own the stock of two subsidiaries (collectively, the
Operating Subsidiaries), one subsidiary has been
licensed as a manufacturer and a distributor of
gaming devices and an Internet Gaming System
(IGS) Service Provider, the other subsidiary has
been licensed as a manufacturer and a distributor of
gaming devices, an operator of a slot machine route
and an IGS Service Provider.
54
Exhibit F, pg. 55
55
Exhibit F, pg. 56
12 months
to
30 Sept 2015
12 months
to
30 Sept 2014
12 months
to
30 Sept 2013
9 months
to
30 Sept 2012
12 months
to
31 Dec 2011
(2)
(2)
1,582,427
839,082
813,787
586,181
709,013
523,081
219,217
188,146
95,534
147,949
(162,288)
(43,256)
(42,839)
(28,466)
(37,184)
360,793
175,961
145,307
67,068
110,765
(81,305)
(8,022)
(11,307)
(13,870)
(25,308)
279,488
167,939
134,000
53,198
85,457
(87,969)
(37,739)
(26,800)
(6,647)
(18,558)
191,519
130,200
107,200
46,551
66,899
(1,044)
(759)
191,519
130,200
107,200
45,507
66,140
Non-controlling interests
(5,089)
(146,629)
186,430
(16,429)
107,200
45,507
66,140
101,108
85,463
49,640
43,747
21,422
693,834
641,603
233,137
233,137
209,043
15,661
(58,105)
(78,085)
(121,580)
(119,032)
207,928
122,582
224,392
166,735
164,863
(4,015)
(1,768)
(2,730)
917,423
706,080
375,429
276,524
252,144
329,005
285,929
29,689
22,612
29,354
569,468
415,568
434,431
331,772
335,801
203,456
121,436
106,913
102,577
109,267
1,941,841
130,461
151,128
104,611
109,306
174,963
159,315
151,123
163,215
177,760
3,218,733
1,112,709
873,284
724,787
761,488
402,688
209,302
202,429
181,619
191,543
124
114,384
124
7,000
39,549
47,991
14,352
13,514
13,621
261,392
Intangible assets
Other non-current assets
Total assets
Current payables and other liabilities
Current borrowings
Current tax liabilities and provisions
Non-current borrowings
1,779,508
243
237,759
207,453
Non-current provisions
14,686
13,162
14,130
14,759
16,096
64,755
21,547
29,061
23,918
26,692
2,301,310
406,629
497,855
448,263
509,344
917,423
706,080
375,429
276,524
252,144
Total liabilities
Net assets
See footnotes on page 58.
56
Exhibit F, pg. 57
12 months
to
30 Sept 2015
12 months
to
30 Sept 2014
12 months
to
30 Sept 2013
9 months
to
30 Sept 2012
12 months
to
31 Dec 2011
Other information
Employees at year end
Return on Aristocrat
shareholders equity (2)
Basic earnings per share (2)
Net tangible assets per share
Total dividends per share
ordinary
Dividend payout ratio
(2)
Number
2,912
2,274
2,173
2,135
2,111
20.9
18.4
28.6
16.5
26.2
Cents
30.3
23.0
19.5
8.3
12.3
(1.61)
0.91
0.41
0.31
0.26
Cents
17.0
16.0
14.5
6.0
6.5
56
70
74
72
53
000
637,120
630,022
551,418
551,418
543,181
$000
1,450,627
(171,302)
208,194
191,841
232,038
(158.1)
24.3
(55.5)
(69.4)
(92.0)
(1)
(2)
Before the impact of abnormal and one-off items that are not representative of the underlying operational performance of the Group.
The non-IFRS information presented above has not been audited in accordance with the Australian Auditing Standards.
(3)
57
Exhibit F, pg. 58
Financial Statements
Consolidated nancial statements for
the year ended 30 September 2015
These nancial statements cover the consolidated
entity consisting of Aristocrat Leisure Limited and
its subsidiaries (Group). The nancial statements are
presented in Australian dollars.
The Company is a company limited by shares,
incorporated and domiciled in Australia. Its registered
ofce and principal place of business is:
Aristocrat Leisure Limited
Building A, Pinnacle Ofce Park
85 Epping Road
North Ryde NSW 2113
Australia
A description of the nature of the consolidated
Groups operations and principal activities is included
in the Review of Operations, which is not part of these
nancial statements.
These nancial statements make reference to the
Directors Report and Remuneration Report which
are contained within the 2015 Annual Report.
PricewaterhouseCoopers has audited these nancial
statements and has issued an unqualied audit
report which is part of the 2015 Annual Report.
The nancial statements were authorised for issue
by the Directors on 25 November 2015. The
Company has the power to amend and reissue the
nancial statements.
Through the use of the internet, the Group ensures
that its corporate reporting is timely, complete
and available globally at minimum cost to the
Group. All press releases, nancial statements,
and other information are available in the investor
information section of the Companys website:
www .aristocratgaming.com.
58
Consolidated statement of
comprehensive income
59
Consolidated statement of nancial position
60
Consolidated statement of changes in equity
61
Consolidated statement of cash ows
62
Notes to the nancial statements
1 Summary of signicant accounting policies 63
2 Financial risk management
75
3 Critical accounting estimates
and judgements
81
4 Segment information
82
5 Prot/(loss) for the year
85
6 Income tax expense
86
7 Dividends
88
8 Cash and cash equivalents
89
9 Trade and other receivables
89
10 Inventories
93
11 Financial assets and nancial liabilities
93
12 Other assets
94
13 Property, plant and equipment
94
14 Deferred tax assets and liabilities
96
15 Intangible assets
97
16 Trade and other payables
100
17 Borrowings
101
18 Provisions
103
19 Other liabilities
103
20 Contributed equity
104
21 Reserves and retained earnings
104
22 Net tangible assets per share
106
23 Events occurring after reporting date
106
24 Contingent liabilities
106
25 Commitments
107
26 Subsidiaries
108
27 Share-based payments
110
28 Key management personnel disclosures
113
29 Remuneration of auditors
114
30 Related parties
115
31 Earnings per share
116
32 Reconciliation of prot/(loss) for the year
after income tax to net cash ow from
operating activities
117
33 Deed of cross guarantee
118
34 Parent entity nancial information
120
35 Business combinations
121
36 Discontinued operations
123
37 Disposal group classied as held for sale 125
Directors declaration
126
Exhibit F, pg. 59
Financial Statements
Continuing operations
1,576,061
833,665
Cost of revenue
(679,182)
(375,893)
Gross prot
896,879
457,772
Revenue
Other income
Finance costs
Prot before income tax expense
Income tax expense
36
25,812
11,993
(191,376)
(122,747)
(118,303)
(70,035)
(294,633)
(112,150)
(89,858)
(14,043)
228,521
150,790
(71,865)
(33,812)
156,656
116,978
29,774
(133,407)
186,430
(16,429)
21(a)(i)
136,446
9,160
21(a)(i)
(29,249)
(5,193)
102,004
9,160
288,434
(7,269)
21(a)(iii)
258,660
126,821
29,774
(134,090)
288,434
(7,269)
Cents
Cents
31
24.8
20.6
31
24.6
20.5
Cents
Cents
31
29.5
(2.9)
31
29.3
(2.9)
The above consolidated statement of comprehensive income should be read in conjunction with the
accompanying notes.
59
Exhibit F, pg. 60
Financial Statements
30 Sept 2014
$000
329,005
439,720
102,193
10,082
2,164
883,164
15,309
898,473
285,929
328,371
75,840
8,340
2,026
991
701,497
701,497
9
11
13
14
15
86,035
7,745
203,456
81,183
1,941,841
2,320,260
3,218,733
74,671
4,527
121,436
80,117
130,461
411,212
1,112,709
16
17
361,386
124
11,425
28,124
331
40,063
441,453
908
442,361
176,174
114,384
47,991
33,128
371,677
371,677
16
17
18
11
19
43,228
1,779,508
14,686
8,212
13,315
1,858,949
2,301,310
917,423
6,954
243
13,162
14,593
34,952
406,629
706,080
20
21(a)
21(b)
693,834
15,661
207,928
917,423
641,603
(58,105)
122,582
706,080
Notes
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Financial assets
Other assets
Current tax assets
Assets classied as held for sale
Total current assets
Non-current assets
Trade and other receivables
Financial assets
Property, plant and equipment
Deferred tax assets
Intangible assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Current tax liabilities
Provisions
Financial liabilities
Other liabilities
Liabilities directly associated with assets classied as held for sale
Total current liabilities
Non-current liabilities
Trade and other payables
Borrowings
Provisions
Financial liabilities
Other liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Retained earnings
Total equity
8
9
10
11
12
37
18
11
19
37
The above consolidated statement of nancial position should be read in conjunction with the accompanying notes.
60
Exhibit F, pg. 61
Financial Statements
Notes
Noncontrolling
Total
interest
$000
$000
Contributed
equity
$000
Reserves
$000
Retained
earnings
$000
233,137
(78,085)
224,392
379,444
(16,429)
9,160
9,160
(16,429)
Total
equity
$000
(4,015)
375,429
(16,429)
(16,429)
9,160
9,160
(7,269)
(7,269)
36
10,299
10,299
10,299
21(a)(i)
2,556
2,556
2,556
20
408,466
408,466
408,466
30(b)
(7,050)
(7,050)
4,015
(3,035)
21(a)(ii)
5,015
(85,381)
408,466
10,820
5,015
5,015
(85,381)
(85,381)
4,015
337,920
(85,381) 333,905
641,603
(58,105)
122,582
706,080
706,080
186,430
186,430
186,430
102,004
102,004
102,004
102,004
186,430
288,434
288,434
36
7,170
7,170
7,170
21(a)(i)
(282)
(282)
(282)
20
52,231
52,231
52,231
21(a)(ii)
(35,126)
(35,126)
(35,126)
(101,084)
(101,084) (101,084)
52,231
(28,238)
(101,084)
(77,091)
(77,091)
693,834
15,661
207,928
917,423
917,423
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Aristocrat Leisure Limited Annual Report 2015
61
Exhibit F, pg. 62
Financial Statements
1,619,730
905,417
(1,076,874)
(713,064)
542,856
192,353
4,072
161
Other income
Interest received
10,549
10,727
(62,824)
(11,969)
35
(18,360)
(7,162)
(38,650)
(25,280)
32
437,643
158,830
35
(1,446,388)
(12,159)
(121,555)
(63,509)
(18,130)
(26,672)
1,757
13,543
(8,154)
3,016
Interest paid
Transaction costs relating to acquisition of businesses
Income taxes paid
Net cash inow from operating activities
Cash ows from investing activities
Payment for acquisition of business (net of cash acquired)
Payments for property, plant and equipment
Payments for intangibles
216
121
(1,592,254)
(85,660)
(2,225)
(5,083)
406,324
Repayments of borrowings
(153,271)
(406,310)
1,446,831
277,247
20
(3,016)
(101,084)
(85,381)
(614)
183,009
35,428
256,179
285,929
29,689
11,342
61
332,699
285,929
329,005
285,929
37
3,694
(158)
1,190,039
(212)
The above consolidated statement of cash ows should be read in conjunction with the accompanying notes.
62
Exhibit F, pg. 63
63
Exhibit F, pg. 64
64
Exhibit F, pg. 65
65
Exhibit F, pg. 66
Exhibit F, pg. 67
67
Exhibit F, pg. 68
68
Exhibit F, pg. 69
69
Exhibit F, pg. 70
70
Exhibit F, pg. 71
71
Exhibit F, pg. 72
72
Exhibit F, pg. 73
73
Exhibit F, pg. 74
74
Exhibit F, pg. 75
75
Exhibit F, pg. 76
Price risk
10%
Equity
$000
+10%
Equity
$000
(282)
(3,776)
+10%
Prot
$000
Carrying
amount
$000
1%
Prot
$000
+1%
Prot
$000
329,005
(3,290)
3,290
345
Receivables
525,755
4,615
14,405
(144)
144
3,422
2015
Financial assets
404,614
(1,576)
1,289
1,779,632
(5,888)
21,755
218
(218)
8,543
Total increase/(decrease)
(3,216)
(2,672)
3,384
(2,769)
+10%
Prot
$000
Price risk
10%
Equity
$000
+10%
Equity
$000
Carrying
amount
$000
1%
Prot
$000
+1%
Prot
$000
285,929
(2,859)
2,859
(290)
238
Receivables
403,042
3,464
(2,834)
12,208
(122)
122
2014
Financial assets
183,128
(1,013)
829
Borrowings
114,627
1,146
(1,146)
9,995
100
(100)
(1,735)
1,735
2,161
(1,767)
Exhibit F, pg. 77
Floating Rate
Expiring within one year (bank loans and bank overdrafts)
Expiring beyond one year (bank loans)
7,853
16,709
100,000
260,740
107,853
277,449
The short term bank loans and overdraft facilities may be drawn at any time and are subject to annual review.
Maturities of nancial liabilities
The table below analyses the Groups nancial liabilities into relevant maturity groupings as follows:
(a) based on their contractual maturities:
(i) all non-derivative nancial liabilities; and
(ii) net and gross settled derivative nancial instruments for which the contractual maturities are essential for an
understanding of the timing of the cash ows.
(b) based on the remaining period to the expected settlement date:
(i) derivative nancial liabilities for which the contractual maturities are not essential for an understanding of the
timing of cash ows.
The amounts disclosed in the table are the contractual undiscounted cash ows. Balances due within 12 months
equal their carrying balances, as the impact of discounting is not signicant.
77
Exhibit F, pg. 78
Contractual maturities of
nancial liabilities
Group at 30 September 2015
Less than
6 months
$000
6-12
months
$000
Between
1 and 2
years
$000
Between
2 and 5
years
$000
Total
Over 5 contractual
years cash ows
$000
$000
Carrying
Amount
(assets)/
liabilities
$000
Non-derivatives
Trade payables
107,134
107,134
107,134
Other payables
209,778
2,368
212,146
212,146
17,142
17,142
17,142
24,964
24,964
21,398
71,326
68,192
332
8,211
43,506
43,745
87,208
257,115
88,405
519,979
16,732
700
1,221
2,067
1,035
21,755
21,755
419,256
47,145
121,604
85
3,267
(inow)
(45,168)
(18,324)
outow
45,020
18,803
(148)
479
(63)
479
$'000
Contingent consideration
Deferred consideration
Borrowings
Total non-derivatives
55,658 1,747,921
336,238 1,837,361
1,812,122 1,779,632
2,761,604 2,206,001
Derivatives
Net settled (interest rate swaps)
4,860
8,212
8,212
(63,492)
63,823
331
331
331
3,267
4,860
8,543
8,543
$'000
$'000
$'000
$'000
Total derivatives
Group at 30 September 2014
$'000
$'000
Non-derivatives
Trade payables
65,661
65,661
65,661
Other payables
104,260
571
104,831
104,831
7,143
6,507
13,650
12,636
114,627
Contingent consideration
Borrowings
114,627
114,627
802
802
67
1,671
4,444
1,024
977
2,306
1,244
9,995
9,995
182,310
1,826
122,749
2,306
1,244
310,435
307,750
(inow)
(28,540)
(28,540)
(28,540)
outow
27,881
27,881
27,881
(659)
(659)
(659)
78
Exhibit F, pg. 79
Level 2
$000
Level 3
$000
Total
$000
8,212
8,212
331
331
Contingent consideration
17,142
17,142
Total liabilities
8,543
17,142
25,685
Level 1
$000
Level 2
$000
Level 3
$000
Total
$000
659
659
Total assets
659
659
Contingent consideration
12,636
12,636
Total liabilities
12,636
12,636
Liabilities
Assets
Liabilities
The Groups policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the
reporting period.
Level 1: The fair value of nancial instruments traded in active markets (such as publicly traded derivatives, and
trading and available-for-sale securities) is based on quoted market prices at the end of the reporting period. The
quoted market price used for nancial assets held by the Group is the current bid price. These instruments are
included in Level 1. The Group did not have any Level 1 nancial instruments at the end of the current and prior
reporting periods.
Level 2: The fair value of nancial instruments that are not traded in an active market (for example, over-the-counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and
rely as little as possible on entity-specic estimates. If all signicant inputs required to fair value an instrument are
observable, the instrument is included in Level 2.
Level 3: If one or more of the signicant inputs is not based on observable market data, the instrument is included
in Level 3. This is the case for the contingent consideration liability related to Product Madness.
(i) Valuation techniques used to derive Level 2 and Level 3 fair values
The fair value of nancial instruments that are not traded in an active market are determined using valuation
techniques. These valuation techniques maximise the use of observable market data where it is available.
If all signicant inputs required to determine a fair value of an instrument are observable, then the instrument is
included in Level 2. If one or more of the signicant inputs is not based on observable market data, the instrument
is included in Level 3.
Valuation techniques used include using forward exchange rates at the balance sheet date for derivatives used for
hedging, and probability weighted payments for the contingent consideration liability, discounted to present value.
Derivatives used for hedging are included in Level 2. As the contingent consideration liability was calculated based
on unobservable inputs, it is included in Level 3. The unobservable inputs include revenue and EBITDA forecasts.
79
Exhibit F, pg. 80
12,636
Interest expense
864
Payments made
(8,047)
9,358
2,331
17,142
Of the adjustment to fair value included in general and administration expenses, expenses of $219,000 relates
to liabilities no longer held at 30 September 2015. A fair value adjustment to increase the liability amounting to
$9,139,000 relates to liabilities held at 30 September 2015.
(iii) Transfers between levels and changes in valuation techniques
There were no transfers between levels for recurring fair value measurements during the year. There were also no
changes to valuation techniques applied as of 30 September 2015.
(iv) Valuation inputs and relationships to fair value
The amounts payable for the contingent consideration liability are based on tiered earn-out bands payable to the
former owners of Product Madness. Amounts recorded are accrued based on the upper earn-out bands. Changes
in the unobservable inputs would not be expected to lead to a change in the fair value of the liability that is material
to the Group.
(v) Valuation processes
The valuation process for the contingent consideration liability uses forecasts developed by nance team members
of the Product Madness entities as an input into the valuations. The forecasts are reviewed by Group Finance
team members, including the chief nancial ofcer (CFO), with fair value estimates made following this review that
incorporate discounting to present value and probability weighting of earn-out outcomes. Discussions of the results
of the valuation processes between the CFO and Audit Committee are held annually, in line with the Groups full
year reporting dates.
(vi) Fair values of other nancial instruments
The Group also has a number of other nancial instruments which are not measured at fair value in the statement of
nancial position. The carrying value of these nancial instruments approximates their fair value.
80
Exhibit F, pg. 81
81
Exhibit F, pg. 82
Digital
$000
International
Class III
$000
Consolidated
$000
Revenue continuing
Revenue from external customers
Other segment revenue
Segment revenue
980,428
307,701
147,612
140,320
6,366
1,576,061
6,366
980,428
314,067
147,612
140,320
1,582,427
451,344
113,787
50,200
51,677
667,008
Result continuing
Segment result
Interest revenue not allocated to
segments
8,553
Interest expense
(89,858)
(191,376)
(30,676)
(70,151)
Other expenses
(64,979)
228,521
(71,865)
156,656
29,774
186,430
2,119,000
90,947
989
20,396
2,231,332
77,317
10,913
252
2,751
91,233
82
Exhibit F, pg. 83
Digital
$000
International
Class III
$000
Consolidated
$000
Revenue continuing
Revenue from external customers
Other segment revenue
Segment revenue
459,731
218,373
50,300
105,261
5,417
833,665
5,417
459,731
223,790
50,300
105,261
839,082
176,898
89,669
17,000
41,426
324,993
Result continuing
Segment result
Interest revenue not allocated to
segments
5,867
Interest expense
(14,043)
(122,747)
(17,074)
(2,392)
Other expenses
(23,814)
150,790
(33,812)
116,978
(133,407)
(16,429)
229,772
76,229
506
20,061
326,568
33,077
5,792
83
1,900
40,852
83
Exhibit F, pg. 84
84
Exhibit F, pg. 85
(a) Revenue
Sale of goods and related licences
Gaming operations, on-line and services
Total revenue
(b) Other income
Interest
Foreign exchange gains
Gain on remeasurement of contingent consideration
Gain on disposal of property, plant and equipment
Sundry income
Total other income
(c) Expenses
(i) Depreciation and amortisation
Depreciation and amortisation of property, plant and equipment
Buildings
Plant and equipment
Leasehold improvements
Total depreciation and amortisation of property, plant and equipment
Amortisation of intangible assets
Customer relationships and contracts
Game names
Computer technology and software
Intellectual property and licences
Capitalised development costs
Total amortisation of intangible assets
Total depreciation and amortisation
(ii) Employee benets expense
Salaries and wages
Superannuation costs
Post-employment benets other than superannuation
Share-based payments expense
Total employee benets expense
(iii) Lease payments
Rental expense relating to operating leases
Minimum lease payments
(iv) General and administration costs
General and administration costs excluding signicant expense items
Acquisition related transaction, integration and restructuring costs
Fair value adjustments to contingent consideration
Amortisation of acquired intangibles included in general
and administration costs
Total general and administration costs
(v) Other signicant expense items
Write-down of inventories to net realisable value
Legal costs (excluding acquisition transaction costs)
Net foreign exchange (gain)/loss
1(e)(i)
1(e)(ii)
13
15
27(e)
708,705
867,356
1,576,061
507,347
326,318
833,665
14,919
6,821
4,072
25,812
11,284
534
14
161
11,993
830
79,262
4,050
84,142
695
35,877
2,565
39,137
40,541
674
28,060
2,408
5,559
77,242
161,384
3,299
298
510
4,107
43,244
318,273
10,911
3,659
16,293
349,136
206,414
9,032
3,499
8,506
227,451
21,579
16,290
189,128
30,676
9,358
95,076
17,074
65,471
294,633
112,150
21,542
14,654
(6,821)
5,646
8,857
5,493
85
Exhibit F, pg. 86
88,742
39,502
(11,847)
(5,147)
(5,030)
2,431
71,865
36,786
71,865
33,812
2,974
71,865
36,786
(11,847)
6,022
(11,169)
(11,847)
(5,147)
228,521
150,790
29,774
(130,433)
258,295
20,357
77,489
6,107
(8,166)
(8,229)
(8,095)
15,538
Impairment (reversal)/loss
(5,132)
21,768
971
574
3,522
7,853
4,450
2,595
72,892
38,353
Subtotal
Research and development tax credit
(2,976)
(2,927)
Previously unrecognised tax losses now recouped to reduce current tax expense
(6,820)
(3,038)
3,383
2,057
8,440
2,217
(79)
(956)
(5,030)
2,431
5,438
(4,734)
71,865
36,786
27.82%
180.70%
Exhibit F, pg. 87
2,345
3,792
2,345
3,792
822
6,109
101,266
101,266
102,088
107,375
30,704
32,789
29,439
29,439
Under Australian tax law, the taxable prot made by a tax consolidated group in relation to an entity leaving the
group depends on a range of factors, including the tax values and/or carrying values of assets and liabilities of the
leaving entity which vary in line with the transactions and events recognised in each entity. The taxable prot or loss
ultimately made on the disposal of investments within the tax consolidated group will therefore depend upon when
each entity leaves the tax consolidated group and the assets and liabilities that the leaving entity holds at that time.
The Australian tax consolidated group considers the effects of the entities entering or leaving the tax consolidated
group to be a change of tax status that is only recognised when those events occur. As a result, temporary
differences and deferred tax liabilities have not been measured or recognised in relation to investments within the
tax consolidated group.
The deferred tax balances in relation to Aristocrat Leisure Limiteds indirect overseas investments have not been
recognised. The accounting policy in relation to this is set out in Note 1(f).
(f) Tax consolidation legislation
Aristocrat Leisure Limited and its wholly-owned Australian controlled entities have implemented tax consolidation
legislation as of 1 January 2004. The accounting policy in relation to this legislation is set out in Note 1(g).
On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing
agreement which, in the opinion of the Directors, limits the joint and several liability of the wholly-owned entities in
the case of a default by the head entity, Aristocrat Leisure Limited.
The entities have also entered into a tax funding agreement under which the wholly-owned entities fully
compensate Aristocrat Leisure Limited for any current tax payable assumed and are compensated by Aristocrat
Leisure Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused
tax credits that are transferred to Aristocrat Leisure Limited under the tax consolidation legislation. The funding
amounts are determined by reference to the tax funding agreement which applies a group allocation approach,
taking into account a combination between the stand alone taxpayer and a separate taxpayer within a group
amounts recognised in the wholly-owned entities nancial statements.
The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from
the head entity. The head entity may also require payment of interim funding amounts to assist with its obligations
to pay tax instalments.
87
Exhibit F, pg. 88
Note 7. Dividends
Consolidated
12 months to 12 months to
30 Sept 2015 30 Sept 2014
$000
$000
Ordinary shares
Final dividends paid
2014 8.0 cents, unfranked, per fully paid share paid on 19 December 2014
50,401
2013 7.5 cents, unfranked, per fully paid share paid on 20 December 2013
41,297
2015 8.0 cents, unfranked, per fully paid share paid on 3 July 2015
2014 8.0 cents, unfranked, per fully paid share paid on 27 June 2014
50,683
44,084
101,084
85,381
101,108
82,534
(24)
(82)
2,929
101,084
85,381
Franked dividends
Consolidated
2015
2014
$000
$000
The above amounts represent the balance of the franking account of the parent entity as at the end of the year,
adjusted for:
franking credits that will arise from the payment of the current tax liability;
franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and
franking credits that may be prevented from being distributed in subsequent nancial years.
88
Exhibit F, pg. 89
329,005
285,929
Cash at bank and in hand earns interest at oating rates based on daily bank deposit rates.
Risk exposure
The Groups exposure to interest rate risk is discussed in Note 2. The maximum exposure to credit risk at the
reporting date is the carrying amount of each class of cash and cash equivalents mentioned above.
Note 9. Trade and other receivables
Current
Trade receivables
Provision for impairment of receivables
Other receivables
404,026
297,884
(13,268)
(4,497)
390,758
293,387
48,962
34,984
439,720
328,371
Current receivables are non-interest bearing and are generally on 30-120 day terms from the date of billing.
Some customers may be provided with terms that are longer than this range, based on an assessment of the
overall transaction with the customer.
Non-current
Trade receivables
79,001
Other receivables
7,034
71,641
3,030
86,035
74,671
91+ days
$000
Current
$000
0-30 days
$000
31-60 days
$000
61-90 days
$000
2015 Consolidated
404,026
353,882
33,406
4,963
1,953
9,822
2014 Consolidated
297,884
255,324
21,941
4,034
4,415
12,170
Amounts shown as current in the above table represent receivables that are within their trading terms. As of 30
September 2015, trade receivables of $7,250,000 (2014: $1,966,000) were past due and considered impaired and
trade receivables of $42,894,000 (2014: $40,594,000) were past due but not impaired. The ageing of past due and
not impaired amounts is as follows:
Total
$000
Current
$000
0-30 days
$000
31-60 days
$000
61-90 days
$000
91+ days
$000
2015 Consolidated
42,894
33,201
4,912
1,823
2,958
2014 Consolidated
40,594
21,714
3,825
4,231
10,824
An assessment of whether trade receivables are likely to be collected is performed at each reporting period, based
on the meeting of payment terms, past credit history and negotiations with customers.
89
Exhibit F, pg. 90
(4,497)
(5,322)
(8,360)
(289)
(1,042)
(332)
631
1,446
(13,268)
(4,497)
The creation and release of the provision for impaired receivables has been included in general and administration
costs in the statement of comprehensive income. Amounts charged to the provision account are generally written
off when there is no expectation of recovering additional cash. Included in the provision above is $6,600,000
(2014: $3,573,000) relating to Latin America trade receivables.
(b) Trade receivables non-current
No provision for impairment of receivables has been carried forward against the non-current receivables (2014:
$nil). There are no other non-current receivables that are impaired or past due but not impaired.
(c) Other receivables current
These include prepayments and other receivables incurred under normal terms and conditions and which do not
earn interest.
(d) Other receivables non-current
These include long-term deposits and prepayments and other receivables incurred under normal terms and
conditions and which do not earn interest.
(e) Fair value risk current
Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value.
(f) Fair value non-current
The fair values of non-current receivables approximate their discounted carrying values, which are discounted to
present value.
90
Exhibit F, pg. 91
US dollars
352,154
239,542
Australian dollars
137,901
123,691
35,700
39,809
525,755
403,042
439,720
328,371
86,035
74,671
525,755
403,042
Other(1)
Current receivables
Non-current receivables
(1)
Other refers to a basket of currencies (Japanese Yen, Euro, South African Rand, New Zealand Dollars).
Details regarding interest rate and foreign exchange risk exposure are disclosed in Note 2(a)(i) and (ii).
(h) Credit risk
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables
mentioned above. Refer to Note 2 for more information on the risk management policy of the Group. The Group
holds guarantees over the debts of certain customers. The value of debtor balances over which guarantees are
held is detailed below:
Consolidated
2015
2014
$000
$000
(2)
14,265
11,426
455,494
353,602
469,759
365,028
Includes current and non-current trade receivables, net of provision for impairment of receivables.
91
Exhibit F, pg. 92
9,372
8,435
4,577
2,134
13,949
10,569
227
532
449
601
676
1,133
9,145
7,903
4,128
1,533
13,273
9,436
9,145
7,903
Non-current
4,128
1,533
13,273
9,436
92
Exhibit F, pg. 93
Current
Raw materials and stores at cost
Provision for obsolescence and impairment losses
Work in progress at cost
Finished goods at cost
Provision for obsolescence and impairment losses
Inventory in transit at cost
85,118
83,488
(34,502)
(39,874)
50,616
43,614
6,920
4,979
43,631
27,810
(3,511)
(2,560)
40,120
25,250
4,537
1,997
102,193
75,840
Inventory expense
Inventories recognised as an expense during the year ended 30 September 2015 amounted to $317,240,000 (2014:
$205,169,000).
Note 11. Financial assets and nancial liabilities
2015
$000
2014
$000
10,082
7,681
659
10,082
8,340
4,323
4,527
Other investments
3,422
7,745
4,527
Financial assets
Current
Debt securities held-to-maturity
Derivatives used for hedging
Non-current
Notes
2015
$000
2014
$000
331
8,212
Current
Derivatives used for hedging
Non-current
Interest rate swap contracts cash ow hedges
93
Exhibit F, pg. 94
Consolidated
Notes
2015
$000
2014
$000
237
2,026
Current
Intellectual property rights
Other current assets
1(n)
1,927
2,164
2,026
2014
$000
16,633
13,727
53,848
34,889
(25,675)
(22,183)
28,173
12,706
44,806
26,433
386,368
254,354
(227,718)
(159,351)
94
158,650
95,003
203,456
121,436
Exhibit F, pg. 95
Leasehold
improvements
$000
Plant and
equipment
$000
Total
$000
Consolidated
Carrying amount at 1 October 2013
13,567
15,053
78,293
106,913
Additions
49
995
68,460
69,504
Disposals
(149)
(120)
(269)
Impairment losses
Transfers
Depreciation and amortisation continuing operations
Depreciation and amortisation discontinued
operations
Foreign currency exchange differences
Carrying amount at 30 September 2014
Additions
Additions from acquisitions
Assets included in disposal group classied as held for
sale and other disposals
Impairment losses
Transfers
Depreciation and amortisation continuing operations
Depreciation and amortisation discontinued
operations
Foreign currency exchange differences
Carrying amount at 30 September 2015
(226)
(2,703)
(2,929)
(17)
(239)
(15,411)
(15,667)
(695)
(2,565)
(35,877)
(39,137)
(819)
(819)
823
(163)
3,180
3,840
13,727
12,706
95,003
121,436
412
669
119,288
120,369
14,994
33,217
48,211
(17)
(56)
(927)
(1,000)
46
(4,145)
(4,099)
(36,812)
(36,812)
(830)
(4,050)
(79,262)
(84,142)
(394)
(394)
3,341
3,864
32,682
39,887
16,633
28,173
158,650
203,456
Transfers in the table above predominantly relate to gaming operations assets that have been transferred to
inventory after being returned, or have been sold to customers.
95
Exhibit F, pg. 96
25,842
18,003
8,310
13,141
8,240
3,019
Financial liabilities
Share based equity
Unrealised foreign exchange losses
Tax losses
11,563
4,758
9,616
14,170
2,031
2,185
34,378
Other
18,744
10,290
99,862
84,428
(18,528)
(4,311)
Subtotal
81,334
80,117
(151)
81,183
80,117
80,117
75,001
11,847
5,147
15,554
2,345
3,792
(32,299)
(3,372)
101
1,058
(2,170)
96
(151)
3,669
661
81,183
80,117
94,178
76,239
(12,995)
3,878
81,183
80,117
Exhibit F, pg. 97
1,088,974
94,026
Goodwill
703,138
Accumulated amortisation
(44,372)
658,766
29,387
(738)
28,649
11,554
9,328
(2,294)
(6,418)
9,260
2,910
16,087
14,944
Accumulated amortisation
(4,625)
(510)
11,462
14,434
200,410
60,375
(55,680)
(41,284)
144,730
19,091
1,941,841
130,461
Total
Capitalised development costs are costs incurred on internal development projects where the criteria in Note 1(s)(iv)
are met.
97
Exhibit F, pg. 98
Tradename
and game
names
$000
Intellectual
property
and
licences
$000
Capitalised
development
costs
$000
Technology
and
software
$000
Total
$000
Consolidated
Carrying amount
at 1 October 2013
106,122
9,394
7,269
28,343
151,128
Additions
12,586
565
14,802
4,411
32,364
Disposals
(32,399)
(2,088)
(6,968)
(41,455)
Impairment losses
(5,602)
(4,397)
(145)
(10,144)
Transfers
(1,143)
(1,143)
Amortisation
charge continuing
operations
(298)
(510)
(3,299)
(4,107)
Amortisation
charge
discontinued
operations
(642)
(3,720)
(4,362)
7,717
(6)
469
8,180
94,026
2,910
14,434
19,091
130,461
2,591
2,587
14,241
19,419
783,884
561,773
23,478
(8,264)
8,264
Foreign currency
exchange
movements
Carrying amount
at 30 September
2014
Additions
Additions on
acquisition of
subsidiaries
Transfers
Assets included
in disposal group
classied as held
for sale
112,036 1,481,171
(468)
(468)
Impairment losses
(2,533)
(2,533)
Amortisation
charge continuing
operations
(40,541)
(674)
(2,408)
(5,559)
(28,060)
(77,242)
Amortisation
charge
discontinued
operations
(29)
(29)
Foreign currency
exchange
movements
219,796
137,534
5,845
436
27,451
391,062
Carrying amount
at 30 September
2015
1,088,974
658,766
28,649
9,260
11,462
144,730 1,941,841
The intangible assets of the Group increased primarily as a result of the acquisition of Video Gaming Technologies
Inc. Refer to Note 35 for further information on this acquisition.
The tradename acquired which has a carrying value of $17,689,000 at 30 September 2015 has an indenite useful
life. The factors that determined that this asset had an indenite useful life included the history of the business and
tradename, the market position, stability of the industry and the expected usage.
98
Exhibit F, pg. 99
2014
$000
81,295
73,139
Product Madness
25,502
20,426
461
South Africa
VGT
982,177
1,088,974
94,026
In the years ended 30 September 2015 and 30 September 2014, the recoverable amounts of the Groups CGUs
were determined based upon a value-in-use calculation.
Goodwill of $468,000 relating to South Africa forms part of the assets classied as held for sale in the statement of
nancial position.
(b) Key assumptions used for value-in-use calculations
A discounted cash ow model has been used based on operating and investing cash ows (before borrowing costs
and tax impacts) in valuing the Groups CGUs that contain intangible assets. The following inputs and assumptions
have been adopted:
1. Financial budgets and strategic plans, approved by the Board to 2016 and management projections from
2017 to 2020. These projections, which include projected revenues, gross margins and expenses, have been
determined based on past performance and management expectations for the future. Expected market
conditions in which each CGU operates have been taken into account in the projections. Refer below for
terminal growth rates used for each CGU.
2. A pre-tax annual discount rate of:
2015
2014
14.5%
14.6%
Product Madness
14.3%
14.6%
9.8%
Not applicable
Not applicable
16.4%
VGT
Japan
3. A terminal growth rate, which does not exceed the long-term average growth rate for the gaming industry in
the regions:
2015
2014
3.0%
3.0%
Product Madness
3.0%
3.0%
VGT
2.0%
Not applicable
Not applicable
2.0%
Japan
99
Current
Trade payables
Contingent consideration
Deferred consideration
Other payables
107,134
65,661
17,142
6,253
24,964
212,146
104,260
361,386
176,174
6,383
Non-current
Contingent consideration
Deferred consideration
Other payables
43,228
571
43,228
6,954
301,533
100,077
(1)
94,628
63,974
8,453
19,077
404,614
183,128
Other refers to a basket of currencies (Japanese Yen, Euro, South African Rand, New Zealand Dollars).
Consolidated
2015
2014
$000
$000
Current
Secured
Bank loans
Lease liabilities
114,260
124
124
124
114,384
Non-current
Secured
Bank loans
1,779,207
301
243
1,779,508
243
(i)
7,853
7,285
375,000
Lease liabilities
Bank overdrafts
Bank loans
(ii)
1,879,207
Other
(iii)
10,000
1,887,060
392,285
Bank overdrafts
Bank loans
Other
576
1,779,207
114,260
1,779,207
114,836
Bank overdrafts
Bank loans
Other
7,853
6,709
100,000
260,740
10,000
107,853
277,449
(i) The bank overdraft facilities ($5,000,000 and US$2,000,000) are subject to annual review.
(ii) The bank loan facilities were structured as follows:
Syndicated Facilities
US $1,270 million fully underwritten 7 year US Term Loan B debt facility maturing 20 October 2021.
AUD $100 million 5 year Revolving facility maturing 20 October 2019.
These facilities are provided by a syndicate of banks and nancial institutions. These secured facilities are
supported by guarantees from certain members of the Companys wholly owned subsidiaries and impose various
afrmative and negative covenants on the Company, including restrictions on encumbrances, and customary
events of default. As part of the corporate facility, the Group is subject to certain customary nancial covenants
measured on a six-monthly basis.
Borrowings are at a oating rate with a 1% LIBOR oor as specied in the Term Loan B Syndicated Facility
Agreement. A portion of the interest rate exposure has been xed under separate interest rate swap arrangements.
(iii) Other facilities relate to an uncommitted money market borrowing line with Westpac Banking Corporation.
1 year
or less
$000
1 to 7
year(s)
$000
Net fair
value gain/
(loss)2
$000
0.6276
18,324
(478)
AUD/USD
0.6958
44,554
140
AUD/ZAR
9.6500
466
63,344
(331)
Currency pair
AUD/EUR
Total
(1)
The foreign base amounts are converted at the prevailing period end exchange rate to AUD equivalents.
(2)
US dollars
1,779,632
114,260
Australian dollars
280
Japanese yen
87
1,779,632
114,627
For an analysis of the sensitivity of borrowings to interest rate and foreign exchange risk, refer to Note 2.
Consolidated
2015
2014
$000
$000
Current
Employee benets
1(x)
10,515
9,740
1(w)
128
1(w)
17,431
5,467
Warranties
1(w)
50
374
Onerous contracts
1(w)
32,410
28,124
47,991
Non-current
Employee benets
1(x)
1,812
4,767
1(w)
8,550
3,867
1(w)
4,324
4,528
14,686
13,162
Movements in provisions
Movements in each class of provision during the nancial year, other than employee benets, are set out below:
Progressive
jackpot
liabilities
$000
Warranties
$000
3,867
9,995
(2,302)
Make good
allowances
$000
Onerous
contracts
$000
Total
$000
374
32,410
46,646
(11,800)
(14,102)
3,419
3,419
680
11,578
142
5,900
18,300
(193)
(193)
(140)
(25,100)
(25,240)
(285)
(2,600)
(2,885)
852
2,484
12
1,190
4,538
8,678
21,755
50
30,483
Current
Deferred revenue
40,063
33,128
9,320
6,262
Non-current
Deferred revenue
Other non-current liabilities
3,995
8,331
13,315
14,593
Consolidated
2015
2014
Shares
Shares
637,119,632 630,022,253
Consolidated
2015
2014
$000
$000
693,834
641,603
(a) 630,022,253
551,418,047
641,603
233,137
7,097,379
78,604,206
52,231
413,463
(4,997)
637,119,632 630,022,253
693,834
641,603
2014
3.1X
0.5X
2.6X
(0.8)X
7.4X
16.9X
Bank EBITDA refers to Consolidated EBITDA for the Group as dened in Aristocrats Syndicated Facility Agreement for 2015 and other credit
agreements for 2014. Bank EBITDA and interest for the period ended 30 September 2015 is calculated on a pro forma basis assuming a full
year of ownership of VGT.
**
Interest expense includes ongoing nance fees relating to bank debt facility arrangements, such as line fees.
Consolidated
2015
2014
$000
$000
(a) Reserves
Foreign currency translation reserve
(i)
62,795
(51,290)
235
(ii)
(34,891)
(iii)
(5,193)
(iv)
(7,050)
(7,050)
15,661
(58,105)
Notes
Consolidated
2015
2014
$000
$000
(51,290)
(73,305)
7,170
10,299
(282)
2,556
136,446
9,160
(41,784)
12,535
62,795
(51,290)
235
(4,780)
16,293
8,506
(54,455)
(5,083)
3,036
1,592
(35,126)
5,015
(34,891)
235
(8,212)
Deferred tax
3,019
(5,193)
30
(7,050)
(7,050)
(7,050)
(7,050)
Notes
Consolidated
2015
2014
$000
$000
122,582
224,392
186,430
(16,429)
(101,084)
(85,381)
207,928
122,582
$(1.61)
$0.91
A large proportion of the Groups assets are intangible in nature, including goodwill and identiable intangible assets
relating to businesses acquired. These assets are excluded from the calculation of net tangible assets per share,
which results in a negative amount.
Net assets per share at 30 September 2015 were $1.44 (2014: $1.12).
Note 23. Events occurring after reporting date
There has not arisen in the interval between the end of the year and the date of this report any item, transaction or
event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect signicantly
the operations of the Group, the results of those operations, or the state of affairs of the Group, in future nancial
reporting periods.
Refer to Note 7 for information regarding dividends declared after reporting date.
Note 24. Contingent liabilities
The Group and parent entity have contingent liabilities at 30 September 2015 in respect of the following matters:
(i) a contingent liability may exist in relation to certain guarantees and indemnities given in the ordinary course of
business by the Group;
(ii) controlled entities within the Group are and become parties to various legal actions in the ordinary course of
business and from time to time. The Directors consider that any liabilities arising from this type of legal action
are unlikely to have a material adverse effect on the Group;
(iii) controlled entities within the Group are and become parties to various legal actions concerning intellectual
property claims. Intellectual property claims can include challenges to the Groups patents on various products
or processes and/or assertions of infringement of third party patents.
Most intellectual property claims involve highly complex issues. Often, these issues are subject to substantial
uncertainties and therefore the probability of damages, if any, being sustained and an estimate of the amount
of damages is difcult to ascertain. Based on the information currently available, the Directors consider that
current claims are unlikely to have a material adverse effect on the Group; and
(iv) Aristocrat Leisure Limited, Aristocrat International Pty Ltd, Aristocrat Technologies Australia Pty Ltd, Aristocrat
(Asia) Pty Limited and Aristocrat (Macau) Pty Limited are parties to a deed of cross guarantee which has been
lodged with and approved by the Australian Securities and Investments Commission as discussed in Note 33.
Capital commitments
Signicant capital expenditure contracted for at the reporting date but not recognised
as liabilities is as follows:
Intangible assets technology and software
2,590
1,099
1,520
20,988
16,054
62,406
48,446
23,531
15,855
106,925
80,355
7,122
8,272
Lease commitments
Non-cancellable operating leases
The Group leases various ofces and plant and equipment under non-cancellable
operating leases.
Commitments for minimum lease payments in relation to non-cancellable operating
leases are payable as follows:
Country of
incorporation
2015
%
2014
%
Australia
Controlled entities
Aristocrat Technical Services Pty Ltd
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
Australia
100
100
Cyprus
100
100
Russia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Mexico
100
100
Mexico
100
100
Aristocrat Hanbai KK
Japan
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
China
100
100
UK
100
100
UK
100
100
Russia
100
100
UK
100
100
UK
100
100
UK
100
100
New Zealand
100
100
USA
100
100
Australia
100
100
Canada
100
100
USA
100
100
USA
100
USA
100
USA
100
35
Country of
incorporation
USA
2015
%
2014
%
100
VGT LLC
USA
100
VGT-Oklahoma LLC
USA
100
USA
100
Aristocrat C.A.
Venezuela
100
100
South Africa
100
100
30
South Africa
100
100
30
South Africa
100
100
36
Japan
100
36
Japan
100
India
100
100
Hong Kong
100
100
Australia
100
100
Performance
period start date
Performance
period expiry date
Performance
condition(1)
Accounting
valuation date
1 October 2014
30 September 2017
TSR
27 February 2015
Accounting
valuation(2)
Issued 2015
Series 28A
5.07
Series 28B
1 October 2014
30 September 2017
EPSG
27 February 2015
6.91
Series 28C
1 October 2014
30 September 2017
Service
27 February 2015
6.91
Series 29A
1 October 2014
30 September 2017
TSR
27 February 2015
5.07
Series 29B
1 October 2014
30 September 2017
EPSG
27 February 2015
6.91
Series 29C
1 October 2014
30 September 2017
Strategic
27 February 2015
6.91
Series 25A
1 October 2013
30 September 2016
TSR
20 February 2014
2.83
Series 25B
1 October 2013
30 September 2016
EPSG
20 February 2014
4.52
Series 26A
1 October 2013
30 September 2016
TSR
20 February 2014
2.83
Series 26B
1 October 2013
30 September 2016
EPSG
20 February 2014
4.52
Issued 2014
(1)
(2)
In accordance with accounting standards, the accounting valuation, as independently determined by Ernst & Young (EY), of a Performance
Share Right with a market vesting condition (for example, TSR), incorporates the likelihood that the vesting condition will be met. Whereas,
the accounting valuation, as independently determined by EY, of a Performance Share Right with a non-market vesting condition (for
example, EPSG), does not take into account the likelihood that the vesting condition will be met. Accordingly, the accounting value of a
Performance Share Right with a TSR vesting condition is lower than that with an EPSG vesting condition.
The accounting valuation represents the independent valuation of each tranche of Performance Share Rights at
their respective grant dates. The valuations have been performed by Ernst & Young (EY) using Total Shareholder
Return (TSR), Earnings Per Share Growth (EPSG), service condition and strategic objective condition models.
(i) Total Shareholder Return (TSR) model
EY has developed a Monte-Carlo Simulation-based model which incorporates the impact of performance hurdles
and the vesting scale on the value of the share rights. This pricing model takes into account such factors as the
Companys share price at the date of grant, volatility of the underlying share price, expected dividend yield, risk free
rate of return and time to maturity.
(ii) Earnings Per Share Growth (EPSG) model, service condition and strategic objective condition
EY has utilised a Binomial Tree model to determine the fair value of share rights. This pricing model takes into
account such factors as the Companys share price at the date of grant, volatility of the underlying share price,
expected dividend yield, risk-free rate of return and time to maturity.
The accounting valuation of the rights has been allocated equally over the vesting period.
Less:
rights
vested
Number
Less:
rights
lapsed
Number
Rights
at end
of year
Number
Grant
date
Performance
period expiry date
Rights
at start
of year
Number
Series 20A
2 May 2012
31 December 2014
405,000
405,000
Series 20B
2 May 2012
31 December 2014
945,000
770,175
174,825
Series 21A
1 January 2012
31 December 2014
337,111
337,111
Series 21B
1 January 2012
31 December 2014
786,597
641,076
145,521
Right
series
PSP
Series 22A
229,850
229,850
Series 22B
536,150
536,150
Series 23A
1 October 2012
30 September 2015
319,646
4,230
315,416
Series 23B
1 October 2012
30 September 2015
745,005
9,900
735,105
Series 25A
130,500
130,500
Series 25B
304,500
304,500
Series 26A
1 October 2013
30 September 2016
274,478
26,125
248,353
Series 26B
1 October 2013
30 September 2016
640,449
60,957
579,492
Series 28A
1 October 2014
30 September 2017
236,778
31,303
205,475
Series 28B
1 October 2014
30 September 2017
236,778
31,302
205,476
30 September 2017
315,446
58,556
256,890
Series 29A
122,867
122,867
Series 29B
122,867
122,867
163,822
163,822
542,719 4,156,763
Less:
rights
vested
Number
Grant
date
Performance
period expiry date
Rights
at start
of year
Number
Series 18A
3 May 2011
31 December 2013
306,000
306,000
Series 18B
3 May 2011
31 December 2013
714,000
714,000
Right
series
Less:
rights
lapsed
Number
Rights
at end
of year
Number
PSP
Series 19A
1 January 2011
31 December 2013
210,234
210,234
Series 19B
1 January 2011
31 December 2013
490,547
490,547
Series 20A
2 May 2012
31 December 2014
405,000
405,000
Series 20B
2 May 2012
31 December 2014
945,000
945,000
Series 21A
1 January 2012
31 December 2014
350,471
13,360
337,111
Series 21B
1 January 2012
31 December 2014
817,771
31,174
786,597
Series 22A
229,850
229,850
Series 22B
536,150
536,150
Series 23A
1 October 2012
30 September 2015
356,300
36,654
319,646
Series 23B
1 October 2012
30 September 2015
829,700
84,695
745,005
Series 25A
130,500
130,500
Series 25B
304,500
304,500
Series 26A
1 October 2013
30 September 2016
274,478
274,478
Series 26B
1 October 2013
30 September 2016
640,449
640,449
6,191,023 1,349,927
5,547
3,127
541
90
4,164
703
1,158
2,459
Other grants
4,883
2,127
16,293
8,506
7,274,304
7,333,413
149,291
164,381
41,077
75,672
614,493
4,877,547
2,907,774
12,342,219
11,095,733
Assurance services
Audit services
Fees paid to PricewaterhouseCoopers Australian rm:
Audit and review of nancial reports and other audit work under the
Corporations Act 2001
632,262
516,080
1,233,541
894,280
1,865,803
1,410,360
72,311
89,370
87,241
161,681
87,241
2,027,484
1,497,601
6,500
343,581
132,084
403,010
138,584
746,591
Advisory services
Fees paid to PricewaterhouseCoopers Australian rm
It is the Groups policy to employ PricewaterhouseCoopers on assignments additional to their statutory audit
duties where PricewaterhouseCooperss expertise and experience with the Group are important. These
assignments are principally tax advice and due diligence on acquisitions, or where PricewaterhouseCoopers is
awarded assignments on a competitive basis. It is the Groups policy to seek competitive tenders for all major
consulting projects.
(4,015)
(3,016)
(19)
(7,050)
(c) Subsidiaries
Interests in subsidiaries are set out in Note 26.
24.8
20.6
4.7
(23.5)
29.5
(2.9)
24.6
20.5
4.7
(23.4)
29.3
(2.9)
2015
Number
2014
Number
632,332,667 566,801,580
3,564,364
3,741,521
635,897,031
570,543,101
2015
$000
2014
$000
156,656
116,978
29,774
(133,407)
186,430
(16,429)
Note 32. Reconciliation of prot/(loss) for the year after income tax to net cash ow from
operating activities
Consolidated
12 months to 12 months to
30 Sept 2015 30 Sept 2014
$000
$000
186,430
162,624
48,425
Impairment (reversal)/loss
(10,483)
72,560
16,293
8,506
(16,429)
2,344
(3)
27,322
3,785
(20,301)
43,367
8,834
(96,718)
(10,788)
Decrease/(increase) in inventories
32,316
(10,147)
Increase in payables
1,335
765
15,913
5,513
437,643
158,830
331
2,196
111,403
11,080
Revenue
Other income
451,383
306,835
3,046
8,175
(184,525)
(138,138)
(146,967)
(117,623)
(11,532)
Finance costs
(22,595)
(10,640)
(7,661)
89,702
40,056
(26,229)
(23,580)
63,473
16,476
(1,674)
(1,674)
61,799
16,476
47,400
116,387
63,473
16,476
(101,108)
(85,463)
9,765
47,400
2014
$000
166,856
215,622
Current assets
123,755
114,895
Inventories
37,755
16,692
Tax assets
2,627
3,523
330,993
350,732
19,102
78,801
749,046
257,877
17,264
19,152
52,694
66,864
Intangible assets
38,536
28,339
876,642
451,033
1,207,635
801,765
122,939
77,432
Current liabilities
Trade and other payables
Borrowings
Provisions
Other liabilities
Total current liabilities
124
124
10,624
9,878
9,025
8,929
142,712
96,363
5,522
4,753
Non-current liabilities
Trade and other payables
Borrowings
Provisions
Other liabilities
407,408
155
6,010
4,845
6,959
5,491
425,899
15,244
Total liabilities
568,611
111,607
Net assets
639,024
690,158
693,833
641,603
(64,574)
1,155
Equity
Contributed equity
Reserves
Retained earnings
Total equity
9,765
47,400
639,024
690,158
2014
$000
3,426
3,616
661,071
554,221
Current liabilities
2,088
2,088
Total liabilities
2,088
2,088
693,833
641,603
Total assets
Shareholders equity
Contributed equity
Reserves
Accumulated losses
98,619
82,326
(133,469)
(171,796)
658,983
552,133
139,435
43,124
139,435
43,124
Purchase consideration
Cash paid
1,491,908
Deferred consideration
52,656
1,544,564
The assets and liabilities recognised as a result of the acquisition are as follows:
Fair value
$000
Cash
53,567
Receivables
28,151
Inventory
Property, plant and equipment
8,320
48,211
561,773
112,036
23,478
3,761
Payables
(75,108)
Provisions
(4,445)
759,744
784,820
1,544,564
The goodwill is attributable to key employees, tax benets and synergies from combining operations with Video
Gaming Technologies Inc. The goodwill is deductible for tax purposes.
(i) Acquisition related costs
Acquisition related costs of $17,568,000 are included in general and administration costs in the statement of
comprehensive income for the year and $18,360,000 in operating cash ows in the statement of cash ows.
(ii) Acquired receivables
The fair value of trade and other receivables on acquisition was $28,151,000, all of which were trade receivables.
The gross contractual amount for trade receivables due was $29,101,000. The fair value of the receivables have
been recovered from customers.
(iii) Revenue and prot contribution
The acquired business contributed revenues of $357,197,000 and a net prot of $27,951,000 to the Group for the
period from 20 October 2014 to 30 September 2015.
Had the acquisition occurred on 1 October 2014, the revenue and prot of the Group would not be materially
different to the amounts as included in the statement of comprehensive income.
1,491,908
(53,567)
8,047
1,446,388
Consolidated
2015
2014
$000
$000
Revenue
29,934
Other income
13,889
434
84
Impairment reversal/(loss)
13,016
(72,560)
Expenses
(33,911)
(25,572)
9,473
(84,159)
(3,730)
9,473
(87,889)
18,589
28,062
(87,889)
9,223
12,223
(9,820)
(6,530)
(88)
(15,923)
(685)
(10,230)
(72)
26,317
(486)
25,759
(7,170)
18,589
The carrying amounts of assets and liabilities as at the date of sale were:
29 May 2015
$000
8,082
8,403
133
Total assets
16,618
16,021
Provisions
26,914
Total liabilities
42,935
Net liabilities
(26,317)
Revenue
Other income
Expenses
Prot/(loss) before income tax
Income tax benet
Prot/(loss) after income tax of discontinued operation
Gain on sale after income tax and reclassication of foreign currency
translation reserve (see iv) below
Consolidated
2015
2014
$000
$000
17,329
1,757
104
(45)
(20,340)
1,712
(2,907)
756
1,712
(2,151)
(43,367)
1,712
(45,518)
(225)
1,712
13,267
1,712
13,042
The cash inow from investing activities includes the proceeds on disposal of the
entities and assets.
(iv) Details of the sale
Consideration received cash
Carrying amount of net assets sold
Costs of disposal
Gain/(loss) on sale before income tax and reclassication of foreign currency
translation reserve
1,757
13,772
(46,568)
(45)
(272)
1,712
(33,068)
(10,299)
Income tax
1,712
(43,367)
29 Sept 2014
$000
230
9,287
524
92
Intangible assets
40,102
Total assets
50,235
2,760
907
3,667
46,568
2015
$000
2014
$000
28,062
(87,889)
1,712
(45,518)
29,774
(133,407)
3,694
9,157
Inventories
1,764
26
49
151
Intangible assets
468
15,309
Current liabilities directly associated with assets classied as held for sale
Trade and other payables
Current tax liabilities
1,232
(517)
Provisions
193
908
Directors declaration
for the year ended 30 September 2015
In the Directors opinion:
(a) the nancial statements and notes set out on pages 59 to 126 are in accordance with the Corporations Act
2001 including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements;
(ii) giving a true and fair view of the consolidated entitys nancial position as at 30 September 2015 and of its
performance for the nancial year ended on that date; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
(c) at the date of this declaration, there are reasonable grounds to believe that the members of the Extended
Closed Group identied in Note 33 will be able to meet any obligations or liabilities to which they are, or may
become, subject by virtue of the deed of cross guarantee described in Note 33.
Note 1(a) conrms that the nancial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board.
The Directors have been given declarations by the Chief Executive Ofcer and Managing Director and Chief
Financial Ofcer required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
Dr ID Blackburne
Chairman
Sydney
25 November 2015
Shareholder Information
Distribution of equity securities as at 24 November 2015
Size of holding
Holders of
Performance
Share Rights1 Shareholders
Number of
shares2
% of
issued
capital
0.420
6,294
2,674,985
1,001-5,000
10
4,573
10,841,560
1.702
5,001-10,000
19
887
6,271,553
0.984
10,001-100,000
19
572
12,265,581
1.925
100,001-over
14
86
605,065,953
94.969
Total
62
12,412
637,119,632
100.000
858
10,701
0.002
1-1,000
All share rights are allocated under the Companys incentive programs to take up ordinary shares in the capital of the Company. These share
rights are subject to the rules of the relevant program and are unquoted and non-transferable.
2.
Fully paid ordinary shares (excludes unvested performance share rights that have not been converted into shares).
Name of shareholder
Number of
ordinary
shares held
% of
issued
capital
Date of
notice
83,290,953
13.14%
01/06/2015
Shareholder Information
Name of shareholder
Number of
ordinary
shares held
% of
issued
capital
127,474,127
20.0079%
107,427,949
16.8615%
92,647,168
14.5416%
77,415,211
12.1508%
33,448,107
5.2499%
29,549,338
4.6380%
24,177,754
3.7949%
20,366,368
3.1966%
13,983,115
2.1947%
13,421,889
2.1067%
12,131,440
1.9041%
10,655,500
1.6724%
8,902,422
1.3973%
8,667,713
1.3605%
5,396,260
0.8470%
3,143,897
0.4935%
2,495,950
0.3918%
2,485,130
0.3901%
2,246,787
0.3526%
1,526,350
0.2396%
Voting Rights
At meetings of shareholders, each shareholder may vote in person or by proxy, attorney or (if the shareholder is
a body corporate) corporate representative. On a show of hands, every person present who is a shareholder or
a representative of a shareholder has one vote and on a poll every shareholder present in person or by proxy or
attorney has one vote for each fully paid ordinary share. Performance share right holders have no voting rights.
Regulatory Considerations affecting Shareholders
Aristocrat Leisure Limited and its subsidiaries could be subject to disciplinary action by gaming authorities in some
jurisdictions if, after receiving notice that a person is unsuitable to be a shareholder, that person continues to be a
shareholder. Because of the importance of licensing to the Company and its subsidiaries, the Constitution contains
provisions that may require shareholders to provide information and also gives the Company powers to divest or
require divestiture of shares, suspend voting rights and withhold payments of certain amounts to shareholders or
other persons who may be unsuitable.
Shareholder enquiries
You can access information about Aristocrat Leisure Limited and your holdings via the internet. Aristocrats website,
www.aristocratgaming.com, has the latest information on Company announcements, presentations and reports.
Shareholders may also communicate with the Company via its website. In addition, there is a link to the Australian
Securities Exchange to provide current share prices. The share registry manages all your shareholding details.
Visit www.boardroomlimited.com.au and access a wide variety of holding information, make changes to your
holding record and download forms. You can access this information via a security login using your Securityholder
Reference Number (SRN) or Holder Identication Number (HIN).
Shareholder Information
Dividends
Electronic Funds Transfer
In 2007, the Company introduced a mandatory direct payment of dividends program for shareholders resident
in Australia who were requested to complete and submit a Direct Credit of Dividends Form (available from the
Companys website) and return it to the Companys share registrar. Shareholders who have not completed and
returned this form will receive a notice from the Companys share registrar advising that:
(i) the relevant dividend amount is being held as direct credit instructions have not been received;
(ii) the relevant dividend will be credited to the nominated bank account as soon as possible on receipt of direct
credit instructions; and
(iii) no interest is payable on the dividend being withheld.
Such notices are sent to shareholders who have not completed and submitted a Direct Credit of Dividends Form
on the record date of the relevant dividend.
Dividend Cheques
Dividend cheques (shareholders resident outside Australia) should be banked as soon as conveniently possible.
Dividend Reinvestment Plan
The Directors consider whether the Companys Dividend Reinvestment Plan (DRP) should operate each time a
dividend is declared.
The DRP Rules and the Dividend Reinvestment Plan Application or Variation Form are available from the
Companys share registrar, Boardroom Limited, on +61 2 9290 9682 or email enquiries@boardroomlimited.com.au.
Shareholders should note that: (i) Shareholders who elect to participate in the DRP and who do not revoke
their elections will automatically participate on the next occasion the DRP is activated; (ii) the fact that the DRP
operated in respect of any dividend does not necessarily mean that the DRP will operate in respect of any further
dividends (a separate decision is made for each dividend); and (iii) when the DRP does operate, the DRP rules
provide that the number of shares that DRP participants will receive will not be determinable on the Record Date
determined by the Board.
Corporate
Directory
Directors
ID Blackburne
Non-Executive Chairman
JR Odell
Chief Executive Ofcer
and Managing Director
DCP Banks
Non-Executive Director
KM Conlon
Non-Executive Director
RA Davis
Non-Executive Director
RV Dubs
Non-Executive Director
SW Morro
Non-Executive Director
Company Secretary
A Korsanos
Global Headquarters
Aristocrat Leisure Limited
Building A, Pinnacle Ofce Park
85 Epping Road
North Ryde NSW 2113
Australia
Telephone: + 61 2 9013 6300
Facsimile: + 61 2 9013 6200
Internet Site
www.aristocratgaming.com
Australia
Building A, Pinnacle Ofce Park
85 Epping Road
North Ryde NSW 2113
Australia
Telephone: + 61 2 9013 6300
Facsimile: + 61 2 9013 6200
The Americas
New Zealand
Aristocrat Technologies NZ Limited
Unit E, 7 Echelon Place
East Tamaki
Auckland 2013, New Zealand
Telephone: + 649 259 2000
Facsimile: + 649 259 2001
North America
Aristocrat Technologies Inc.
7230 Amigo Street
Las Vegas
Nevada 89119
USA
Telephone: + 1 702 270 1000
Facsimile: + 1 702 270 1001
Video Gaming Technologies, Inc.
308 Mallory Station Road
Franklin
TN 37067
USA
Telephone: + 1 615 372 1000
Facsimile: + 1 615 372 1099
South America
Aristocrat (Argentina) Pty Limited
San Vladimiro 3056
1 Piso Of. 7
San Isidro
Buenos Aires CP 1642
Argentina, South America
Telephone: + 5411 4708 5400
Facsimile: + 5411 4708 5454
Asia
Macau
Aristocrat (Macau) Pty Limited
17th Floor, Hotline Centre
335-341 Alameda Drive
Carlos d Assumpcao
Macau
Telephone: + 853 2872 2777
Fax: + 853 2872 2783
Singapore
Aristocrat Technologies
61 Kaki Bukit Avenue 1
Shun Li Industrial Park #04-29
Singapore 417943
Telephone: + 656 444 5666
Facsimile: + 656 842 4533
South Africa
Aristocrat Technologies Africa (Pty)
Limited
70 Saturn Crescent, Cnr. Milk Way
Linbro Business Park
Frankenwald Extension 31
South Africa 2090
Telephone: + 27 11 997 4200
Facsimile: + 27 11 608 0030
Investor Contacts
Share Registry
Boardroom Limited
Level 7, 207 Kent Street
Sydney NSW 2000 Australia
Telephone: + 61 2 9290 9682
Fax: + 61 2 9279 0664
Email:
enquiries@boardroomlimited.com.au
Website:
www.boardroomlimited.com.au
Auditor
PricewaterhouseCoopers
201 Sussex Street
Sydney NSW 1171 Australia
Stock Exchange Listing
Aristocrat Leisure Limited
Ordinary shares are listed on the
Australian Securities Exchange
CODE: ALL
Investor Email Address
Investors may send email queries to:
investor.relations@ali.com.au
Europe
Great Britain
Aristocrat Technologies Europe
Limited
25 Riverside Way
Uxbridge
Middlesex UB8 2YF U.K.
Telephone: + 44 1895 618 500
Facsimile: + 44 1895 618 501
aristocrat.com.au
EXHIBIT G
Nevada Secretary of State report for Aristocrat
Technologies, Inc.
ARISTOCRATTECHNOLOGIES,INC.
BusinessEntityInformation
Status: Active
FileDate: 10/18/1963
Type: DomesticCorporation
QualifyingState: NV
ManagedBy:
EntityNumber: C18841963
ListofOfficersDue: 10/31/2017
ExpirationDate:
NVBusinessID: NV19631001575
BusinessLicenseExp: 10/31/2017
AdditionalInformation
CentralIndexKey:
RegisteredAgentInformation
Name: INCORPSERVICES,INC.
Address1:
Address2:
3773HOWARDHUGHESPKWY
STE500S
City: LASVEGAS
State: NV
ZipCode: 891696014
Phone:
Fax:
MailingAddress1:
MailingAddress2:
MailingCity:
MailingState: NV
MailingZipCode:
AgentType: CommercialRegisteredAgentCorporation
Jurisdiction: NEVADA
Status: Active
FinancialInformation
NoParShareCount: 0
CapitalAmount: $5,950,000.00
ParShareCount: 50,000.00
ParShareValue: $1.00
ParShareCount: 5,900,000.00
ParShareValue: $1.00
Officers
IncludeInactiveOfficers
PresidentCONSTANCEJAMES
Address1: 7230AMIGOSTREET
City: LASVEGAS
ZipCode: 89119
Status: Active
Address2:
State: NV
Country: USA
Email:
SecretaryCONSTANCEJAMES
Address1: 7230AMIGOSTREET
City: LASVEGAS
ZipCode: 89119
Status: Active
Address2:
State: NV
Country: USA
Email:
TreasurerCONSTANCEJAMES
Exhibit G, pg. 1
2:16-cv-02359
Address1:Case
7230AMIGOSTREET
City: LASVEGAS
ZipCode: 89119
Status: Active
State: NV
Country: USA
Email:
DirectorCONSTANCEJAMES
Address1: 7230AMIGOSTREET
City: LASVEGAS
ZipCode: 89119
Status: Active
Address2:
State: NV
Country: USA
Email:
DirectorMAUREENSWEENY
Address1: 7230AMIGOSTREET
City: LASVEGAS
ZipCode: 89119
Status: Active
Address2:
State: NV
Country: USA
Email:
Actions\Amendments
ActionType: ArticlesofIncorporation
DocumentNumber: C18841963001
FileDate: 10/18/1963
#ofPages: 4
EffectiveDate:
S.R.356
ActionType: Amendment
DocumentNumber: C18841963004
FileDate: 8/4/1965
#ofPages: 3
EffectiveDate:
AINSWORTHCONSOLIDATEDINDUSTRIES(NEVADA)INC.B001
ActionType: Amendment
DocumentNumber: C18841963005
FileDate: 6/24/1970
#ofPages: 4
EffectiveDate:
ARTICLEIIIPURPOSES
ActionType: RegisteredAgentChange
DocumentNumber: C18841963006
FileDate: 3/19/1974
#ofPages: 1
EffectiveDate:
LEEEWALKER
319SO3RDSTLASVEGASNV
ActionType: RegisteredAgentAddressChange
DocumentNumber: C18841963007
FileDate: 5/30/1978
#ofPages: 1
EffectiveDate:
JACKSTREETER
30COURTSTREETRENONV
ActionType: RegisteredAgentChange
DocumentNumber: C18841963008
FileDate: 5/28/1987
JACKSTREETERP.O.BOX12460
#ofPages: 1
EffectiveDate:
Exhibit G, pg. 2
Case 2:16-cv-02359
1885S.ARLINGTONAVERENONV89109
ActionType: Amendment
DocumentNumber: C18841963009
FileDate: 6/24/1993
#ofPages: 4
EffectiveDate:
CAPITALSTOCKWAS200,000@$1.00.TLN
BREAKDOWNOFSTOCK:500,000CLASSBCOMMONAND25,000COMMON.TLN
ActionType: RegisteredAgentChange
DocumentNumber: C18841963010
FileDate: 8/2/1993
#ofPages: 1
EffectiveDate:
JOYCEMORRISSEY
750ASOROCKBLVD.RENONV89502TD
ActionType: Amendment
DocumentNumber: C18841963011
FileDate: 5/31/1996
#ofPages: 3
EffectiveDate:
CAPITALSTOCKWAS525000@1.00=525000SDB
CERTIFICATEOFAMENDMENTFILEDAMENDINGARTICLEIV.BREAKDOWNOFSTOCK:25,000
(COMMON)@1.00,AND900,000(CLASSB)@1.00.(3)PGSSDB
ActionType: Amendment
DocumentNumber: C18841963012
FileDate: 11/27/1996
#ofPages: 5
EffectiveDate:
CERTIFICATEOFAMENDMENTAMENDINGARTICLE4(5PAGES)RAJ
ActionType: RegisteredAgentResignation
DocumentNumber: C18841963013
FileDate: 2/13/1997
#ofPages: 1
EffectiveDate:
PAULA.BIBLE
232COURTST.RENONV89501JAH
ActionType: RegisteredAgentChange
DocumentNumber: C18841963014
FileDate: 2/28/1997
#ofPages: 1
EffectiveDate:
PAULA.BIBLE
232COURTST.RENONV89501JAH
ActionType: Amendment
DocumentNumber: C18841963015
FileDate: 7/14/1997
#ofPages: 3
EffectiveDate:
CAPITALSTOCKWAS925,000AT$1.00=$925,000.KRD
(3)PGS.KRD
ActionType: AnnualList
DocumentNumber: C18841963027
FileDate: 12/11/1998
#ofPages: 1
EffectiveDate:
(Nonotesforthisaction)
ActionType: AnnualList
DocumentNumber: C18841963028
#ofPages: 1
Exhibit G, pg. 3
Case 4/25/2000
2:16-cv-02359
FileDate:
(Nonotesforthisaction)
ActionType: Amendment
DocumentNumber: C18841963016
FileDate: 5/3/2000
#ofPages: 2
EffectiveDate:
(2)PGS.DMF
ARISTOCRAT,INC.DMFB00002
ActionType: RegisteredAgentResignation
DocumentNumber: C18841963017
FileDate: 5/19/2000
#ofPages: 1
EffectiveDate:
BARTHF.AARON,ESQARISTOCRAT,INC.
750AS.ROCKBLVDRENONV89502MXL
ActionType: RegisteredAgentChange
DocumentNumber: C18841963018
FileDate: 6/7/2000
#ofPages: 2
EffectiveDate:
BARTHF.AARON,ESQARISTOCRAT,INC.
750AS.ROCKBLVDRENONV89502LMB
ActionType: AnnualList
DocumentNumber: C18841963026
FileDate: 11/2/2000
#ofPages: 1
EffectiveDate:
(Nonotesforthisaction)
ActionType: RegisteredAgentChange
DocumentNumber: C18841963019
FileDate: 10/31/2001
#ofPages: 3
EffectiveDate:
SCHRECKMORRISSUITE1200
300SOUTHFOURTHSTREETLASVEGASNV89101RAF
ActionType: Merger
DocumentNumber: C18841963020
FileDate: 12/26/2001
#ofPages: 2
EffectiveDate:
ARTICLESOFMERGERFILEDMERGINGARISTOCRATLEISUREINDUSTRIES,INC.,A(NV)
CORP.,#C117091991INTOTHISCORPORATION.(2)PGS.JEP
ActionType: Amendment
DocumentNumber: C18841963021
FileDate: 7/10/2002
#ofPages: 6
EffectiveDate:
CAPITALSTOCKWAS1,125,000@1.00RAF
CERTIFICATEOFAMENDED&RESTATEDARTICLESFILED,AMENDINGSHARES&ARTICLEIII
1PG.$225RAF
ActionType: RegisteredAgentChange
DocumentNumber: C18841963022
FileDate: 10/30/2002
#ofPages: 1
EffectiveDate:
SCHRECKBRIGNONEGODFREYSUITE1200
300SOUTHFOURTHSTREETLASVEGASNV89101NEH
Exhibit G, pg. 4
Case AnnualList
2:16-cv-02359
ActionType:
DocumentNumber: C18841963024
FileDate: 11/7/2002
#ofPages: 2
EffectiveDate:
(Nonotesforthisaction)
ActionType: AnnualList
DocumentNumber: C18841963025
FileDate: 11/19/2002
#ofPages: 2
EffectiveDate:
(Nonotesforthisaction)
ActionType: AnnualList
DocumentNumber: C18841963029
FileDate: 7/18/2003
#ofPages: 1
EffectiveDate:
(Nonotesforthisaction)
ActionType: AnnualList
DocumentNumber: C18841963023
FileDate: 9/23/2003
#ofPages: 2
EffectiveDate:
(Nonotesforthisaction)
ActionType: AnnualList
DocumentNumber: C18841963002
FileDate: 9/23/2004
#ofPages: 1
EffectiveDate:
ListofOfficersfor2004to2005
ActionType: AnnualList
DocumentNumber: 2005030564681
FileDate: 8/8/2005
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Exhibit G, pg. 5
Case 8/15/2007
2:16-cv-02359
FileDate:
(Nonotesforthisaction)
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PreviousStockValue:ParValueShares:1,550,000Value:$1.00NoParValueShares:0
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1314
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Exhibit G, pg. 6
Case 2013084183272
2:16-cv-02359
DocumentNumber:
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EffectiveDate:
(Nonotesforthisaction)
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Exhibit G, pg. 7
EXHIBIT H
Press Release re 2016 Global Gaming Expo
Case 2:16-cv-02359
Document 1-12 Filed 10/10/16 Page 2 of 3
AristocratandVGTBringPowerfulInnovationstoG2E2016|VideoGamingTechnologies,Inc.
9/27/2016
VideoGamingTechnologies,Inc.
Careers
ClientLogin
News&Events
AristocratandVGTBringPowerfulInnovations
toG2E2016
PostedonSep14,2016
NewCabinets,Games,SystemsProductsforClassIIandClassIIIonDisplayinBooth#1141
LASVEGAS,NV(MarketwiredSep14,2016)AtG2E2016,AristocratandVGTwillshowcasethe
powerofconnectionasthecompaniesbringpowerfulinnovationstobooth#1141withanewmixof
cabinets,gamesandsystemsolutionsthataddresscustomerbusinessneedsinClassIIandClassIII
jurisdictions.AristocratandVGTsdeepandbroadportfolioisdesignedtohelpcustomersservetheir
patronsevenbetterwithaconnectedgamingperspectivethatstrengthensoperatorpatroninteraction.
WatchThePowerofConnectionvideohere:https://vimeo.com/182162863/c6144f37f3
OurcombinedofferingsfromAristocratandVGTpresentthemostdiverseproductportfolioingaming,
onethathasthecontent,comparabilityandconfigurabilitytoappealtoeverytypeofcasinoplayer,said
AristocratChiefCommercialOfficerMaureenSweeny.
Theinnovationbeginswiththreenewcabinets,includinganewstepperline.AristocratsnewClassIII
gamesincludethrillingnewtitlesTimMcGraw,Sharknado,MyCousinVinny,DragonLink,
Wonder4WonderWheel,QuickFireFlamingJackpotsandSpinItGrand.
VGTwillshowcaseanewplatform,Ovation,thatbringsplayerfavoriteAristocratcontenttotheClass
IIspace,combiningmarketprovenbrandswithfieldprovenmathmodelsandcomestomarketwith
sevenstrongtitlesandaroadmaptoexpandthelibrary.
Insystemssolutions,AristocratsOasis360BrandConnectivitySuitecanhelpoperatorsincrease
customerinteractionwitharangeofintegratedsolutionsthatarmtheenterprisewithtools,empowering
themtousemarketingbudgetsmosteffectivelygivingthemlayersofmarketingprogramssothey
haveoptionsasvariedastheirpatrons.
http://www.vgt.net/blog/2016/09/14/aristocratandvgtbringpowerfulinnovationstog2e2016/
Exhibit H, pg. 1
1/2
Case 2:16-cv-02359
Document 1-12 Filed 10/10/16 Page 3 of 3
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AristocratTechnologiesInc.isasubsidiaryofAristocratLeisureLimited(ASX:ALL),aleadingglobal
provideroflandbasedandonlinegamingsolutions.TheCompanyislicensedbymorethan200
regulatorsanditsproductsandservicesareavailableinmorethan90countriesaroundtheworld.
Aristocratoffersadiverserangeofproductsandservicesincludingelectronicgamingmachinesand
casinomanagementsystems.Forfurtherinformation,visitthecompanyswebsiteatwww.aristocrat
us.com.
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Exhibit H, pg. 2
2/2
EXHIBIT I
Article re 12th Annual Gaming & Technology
Awards
SkipNavigation
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http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 1
1/11
GLOBALGAMINGBUSINESSPODCASTS
Events
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Vol.11No.38September30,2013PrintThisIssue
RSS2.0Feed PodcastFeedPodcasts
Vol.11No.38September30,2013,GOODS&SERVICES
WinnersAnnouncedfor12thAnnualGlobalGaming
BusinessGaming&TechnologyAwards
Sun,Sep29,2013
Theindustrysmostprestigioustechnologyawards,theGlobalGamingBusinessGaming
&TechnologyAwards,werepresentedlastweekattheindustryslargesttradeshow,
GlobalGamingExpo(G2E),featuringanunprecedentedthreewaytieforfirstplacein
theBestSlotProductcategory.IGTsDarrellRodriguezacceptstheawardforAvatar
fromGlobalGamingBusinessSalesDirectorDavidCoheen.
GlobalGamingBusinessmagazinelastweekannouncedthewinnersofthe11thAnnual
Gaming&TechnologyAwards.The2014Gaming&TechnologyAwardsarethe
industrysstandardinthisfield,recognizingexcellenceininnovationandpractical
http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 2
2/11
applicationinallgamingdisciplines.Theawardswillbepresentedtothewinnersat
todaysGlobalGamingExpo(G2E)inLasVegas.
Thewinnersofthe12thAnnualGlobalGamingBusinessGamingandTechnology
Awardsfor2014are:
BestConsumerServiceTechnology:
1stBallyTechnologiesDMTournamentsBonusTournament
2ndWMSBladeCabinet
3rdWilliamsInteractivePlay4FunNetworkiGaming&MarketingPlatform
BestProductivityEnhancementTechnology:
1stSightlinePaymentsSPAN
2ndNovomaticNovomaticApp
3rdBallyTechnologiesServiceTrackingManagerMachineEntryAuthorizationLog
MEAL
BestSlotProduct:
1stBallyTechnologiesProSeriesWaveCabinet
1stInternationalGameTechnologyJamesCameronsAVATARVideoSlots
1stGTECH(SpieloInternational)Sphinx3D
BestTableGameProductorInnovation:
1stTCSJohnHuxleySupernova
2ndGamingPartnersInternationalTotalMoneyManagement
3rdInterblockBig3Six
Therapiddevelopmentoftechnologyinthegamingindustry,alongwithquicker
responseofregulatorstoapprovetheseproductshavemadetheseawardsmuchmore
competitiveanddynamic,saidRogerGros,publisherofGlobalGamingBusiness
magazine,whichadministerstheawardsprogram.Forthefirsttimeinthehistoryofthe
Gaming&TechnologyAwards,wehadathreewaytieforfirstplaceforBestSlot
Product.Itshowshowequalandcompellingtheproductsareinallthecategories.
Judgesfortheawardsare:ClaudiaWinkler,president,GHISolutionsRobRussell,
gaminganalyst,RegulatoryManagementCounselors,P.C.FrankNeborsky,vice
presidentofslotoperations,MoheganSunandGerhardBurda,presidentandCEO,
ESCAPESAdvisoryServices.
GlobalGamingBusinessistheleadingtrademagazinepublishedmonthlyfocusingon
thecasinogamingindustryworldwide.GlobalGamingBusinessisanofficialpublication
http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 3
3/11
oftheAmericanGamingAssociationandGlobalGamingExpo(G2E).GlobalGaming
Business
alsopublishesGGBNews,acomprehensiveweeklyenewsmagazineTribal
GovernmentGaming,anannualpublicationcoveringIndiangamingCasinoDesign,an
annualmagazinecoveringdesignandconstructiontrendsingamingG2EPreview,an
advancelookattheindustryslargesttradeshowandGGBiGames,aweeklyonline
updateontheprogressoftheinternetgamingindustry.
ByStaff
Pleaselogintopostyourcomments.
Asamemberofthegaming
industry,DonaldTrumpasa
presidentialnominee
Isembarrassing
41%
Makesmeproud
5%
Addslegitimacytotheindustry
12%
Hasnothingtodowithgaming
42%
SeeDashboard
SurveyTools
http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 4
4/11
http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 5
5/11
http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 6
6/11
2.5%HARP
2.0Fixed
Rate
NoAppraisal,No
MaxLTV,2.7
APR*.Calculate
New
Rate/Payment
OpenTable
Reservations
BeatTheCrowd,
BookATable
Now!FindA
TableAtALocal
Diner.
http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 7
7/11
EnterSymbol
Quote
IGTNYQ
Web
$19.25
InternationalGameTechnology
O
BYINYQ
PNKNMS
$0.00
$10.98
PinnacleEntertainment,Inc.
MGMNYQ
$24.12
MGMResortsInternational
Commo
BYDNYQ
$19.53
BoydGamingCorporation
Common
WMSNYQ
$24.07
AdvancedDrainageSystems,
Inc.
LVSNYQ
$46.88
LasVegasSandsCorp.
CommonSt
WYNNNMS
$98.76
WynnResorts,Limited
$N/A
CZRNMS
$8.10
CDCnewswire
AtlanticCitysShowboatis
reopening_butwithout
casino
06/03/2016-13:08
Fightforpublicopinionon
northJerseycasinosis
underway
06/03/2016-12:10
NYlegislationadvancingto
regulatedailyfantasysports
06/03/2016-11:18
MonteCarlocasino-hotel
rebrandsasParkMGM,
NoMad
06/03/2016-11:01
VegasMonteCarlocasinohotelrebrandsasParkMGM,
NoMad
06/03/2016-09:15
MGMResortsInternational
AndSydellGroupPartnerTo
AlsoInThisSection
CasinoCustomerServiceBookReleasedasEBook
http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 8
8/11
QuixantUSAMovestoVegas
GLIApprovesPokerTekProCore
JCMSuppliesInterblock
SHFLInstallseTablesatResortsManila
FutureLogicMarks30Years
TransActInstallsatLittleRiver
GlobalGamingWomenLaunchesOnlineMentoringProgram
FutureLogicPartnerswithResortAdvantage
IGTExtendsAgreementwithJCM
IGTRevealsNewCorporateBrand,AnnouncesHugeVideoPokerDeal
CoverStory
Showtime!
FeaturedStories
WEEKLYFEATURE:WynnBackinJersey
VancouverCasinoHotelProjectRevived
JapanCasinoBillImminent
IGTRevealsNewCorporateBrand,AnnouncesHugeVideoPokerDeal
TownApprovesMassachusettsSlotsParlor
CuomoPredictsCasinoWin
MadridFearsLosingEuroVegas
AtlanticCityCasinosMeetStateDeadlineforOnlineApplications
NCGovernorOpposesCatawbaCasino
GLOBALGAMINGBUSINESSPODCAST:HowardWeiss,CEO,KGMGaming
Columns
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EUROPEANGAMING
GLOBALGAMING
ONLINEGAMING
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NUTSHELL
THEYSAIDIT
http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 9
9/11
WEEKLYFEATURE
Departments
GLOBALGAMINGBUSINESSPODCASTS
RecentArticles
QUOTABLEQUOTES
NEWS&NOTES
GLOBALGAMINGBUSINESSPODCAST:HowardWeiss,CEO,KGMGaming
VeraCokingDropsPriceonLandmarkAtlanticCityHome
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http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 10
10/11
Copyright2016GGBNewsPressPublisherOnlinePublishing
System
http://ggbnews.com/issue/vol11no38september302013/article/winnersannouncedfor12thannualglobalgamingbusinessgamingtechnologyawards1
Exhibit I, pg. 11
11/11
EXHIBIT J
Press Release re 8th Annual Slot Floor Technology
Awards
BallyTechnologiesWinsSixInnovationAwards
Company earns four of 10 Slot Floor Technology Awards, two honors in Top 20 Most
Innovative Gaming Technology Products Awards
Exhibit J, pg. 1
BallyearnedhonorsfortheProWaveandPowerProgressivesinthe17thannualTop20Most
InnovativeGamingTechnologyProductsAwards.(Graphic:BusinessWire)
February19,201409:01AMEasternStandardTime
LASVEGAS--(BUSINESSWIRE)--BallyTechnologies,Inc.(NYSE:BYI)(Bally),aleaderingamingmachines,tablegameproducts,
casino-managementsystems,interactiveapplications,andnetworkedandserver-basedsystemsfortheglobalgamingindustry,today
announcedthatitwonfourof10awardsinthe2014SlotFloorTechnologyawardsandtooktwospotsintheannualTop20Most
InnovativeGamingTechnologyProductsawards.
Withtheselatesthonors,Ballyhasearnedmorethan80awardsforgaminginnovationoverthepastfouryears.
BallysTakenPlay,theALPHA2ProSeriesWave,SuperSlotline,andPowerProgressivesmadethetop10listintheeighthannualSlot
FloorTechnologyAwards.Noothergamingmanufacturerhadmorethantwospotsonthelist.
Inaddition,BallyearnedhonorsfortheProWaveandPowerProgressivesinthe17thannualTop20MostInnovativeGamingTechnology
ProductsAwards.Threeproductsfromamongthe20finalistswillwinPlatinum,Gold,andSilverawardsattheGamingTechnology
ConferenceinLasVegasnextmonth.ConferenceattendeeswillalsovotefortheAttendeesChoiceAward.
Bothawardscompetitionsarejudgedbyindependentpanelsofjudgesincludinggamingandhospitalityexecutives,gaminganalysts,
technologyconsultants,andotherindustryprofessionals.Theawardsrecognizethebestininnovationandtechnologyadvancements.
Exhibit J, pg. 2
Contacts
BallyTechnologies,Inc.
LauraOlson-Reyes,702-532-7742
SeniorDirector,Marketing&CorporateCommunications
Lolson-reyes@ballytech.com
Exhibit J, pg. 3
VicePresidentofTreasuryandInvestorRelations
mcarlotti@ballytech.com
MikeTrask,702-532-7451
Mobile:702-330-6679
CorporateCommunicationsManager
MTrask@ballytech.com
Exhibit J, pg. 4
EXHIBIT K
Article re Casino Journal Magazines Top 20 Most
Innovative Gaming Technology Products of 2013
prev
next
Exhibit K, pg. 1
April 9, 2014
PaulDoocey
There was a clear winner of this years judged contest for the Top 20 Most
Innovative Gaming Technology Products of 2013, but things got tight from
there. And attendees at the Gaming Technology Conference weighed in with
their own judgment, expanding the list of winners to ve. The winners were
announced at last months Gaming Technology Conference at Caesars Palace in
Las Vegas.
In the judged contest, GTECH received the rst place Platinum Award for
Sphinx 3D; there was a tie for Gold between Bally Technologies for ProSeries
Wave and Global Cash Access for Everi; and Intermezzo, Inc.s ClubLinq API
placed third, winning Silver.
These winners received the highest scores from four distinguished judges, who
were asked to evaluate everything from the products contributions to
technological innovation to their practical value on the gaming oor. Judging
the products were Warren Davidson, slot director, Coushatta Casino Resort;
Donne Grable, vice president, gaming operations, VCAT LLC; Gaye Gullo,
corporate vice president marketing and CMO, Penn National Gaming; and
Claudia Winkler, president, G.H.I. Solutions.
In addition, attendees at the Gaming Technology Conference were asked to
pick their own favorite in voting that took place on the trade show oor during
the two-day event. That award, the Attendees Choice, went to Acres 4.0 for Kai.
Exhibit K, pg. 2
The fullTop 20 list of winners was announced in the March issue of Casino
Journal. Heres a re-cap and description of the Platinum, Gold, Silver and
Attendees Choice designated products:
PLATINUM AWARD
Sphinx 3D GTECH
Sphinx 3D is the rst title in GTECHs new True 3D product line, which uses a
glasses-free 3D display designed exclusively for GTECH for the gaming industry
by SeeFront. It uses autostereoscopic technology with integrated eye-tracking
to make images jump off the screen or stretch into in nity in high resolution.
Without wearing special or additional glasses, players can explore the onscreen vistas, change viewing angles without disrupting the 3D experience, and
see wilds stacked on the z-axis that seem to rotate toward and jump out at
them.
A ve-reel, 30-line game, Sphinx 3D features a base game and a total of seven
bonuses: two in the base game and ve dedicated bonuses that players can
select as part of the Sphinx Bonus selection.
Additionally, the new AXXIS cabinet is designed to create a sense of personal
space, maximize player comfort and immerse the player in the game with a
state-of-the-art multimedia chair that includes rumble, surround sound and a
sliding mechanism for easy entry and adjustable player seating position for
ultimate comfort. The high-resolution button panel with the latest touchscreen technology, full-scale illumination and an iconic illuminated sphinx
head topping the unique cabinet are the nal touches to the package.
Exhibit K, pg. 3
The execution of the 3D effect is simply stunning, said one judge. Another
great feature is the ability to reduce or eliminate the 3D effect if the player
desires to play the game that way.
GOLD AWARD
Pro Series Wave BALLY TECHNOLOGIES
Ballys ALPHA 2 Pro Series Wave features an industry- rst 40-inch concave
high-de nition monitor. The game screen curves gracefully inward, giving a
brand new look and feel to any casino oor. The cabinets curved touch-screen
monitor also provides optimal viewing and increased interaction for players.
The Wave integrates an LCD panel and custom, game-synchronized LED
cabinet lighting to enhance the play experience, as well as an iDeck multitouch button panel. An optional 22-inch Pro Digital Topper commands
attention from across the casino oor.
This cabinets ergonomic design is a big part of the story. The seat height and
placement of the display provide natural viewing of the screen with no player
fatigue, while the chair position makes it easier for players to reach the button
panel. This is Ballys rst cabinet designed speci cally for women, the core
slot-player demographic. The lower button panel height and angled footrest
provide support for smaller players, while the button panels slim design
provides more legroom for taller and larger male players.
Ballys entire library of video-slot games for the Pro Series V22/22 and V32 can
be played on the Wave.
Bally has hit on all cylinders with Pro Series Wave, said a judge. They have
focused on all the key components of player comfort and have used the new
LCD technology available to its fullest advantage.
Exhibit K, pg. 4
GOLD AWARD
Everi GLOBAL CASH ACCESS (GCA)
A payments and monetization solution for interactive gaming, Everibridges the
payments gap between land-based and interactive gaming, integrating with
GCAs extensive network of kiosks and land-based operations, while
simultaneously reducing operators PCI (payment card industry) compliance
burden, increasing operator brand awareness and giving operators more
control over their interactive gaming solutions.
Everi acts as a payment aggregator by consolidating numerous payment
optionstraditional and alternative methodsinto one simple-to-integrate
payment wall. Everi Digital Wallet, a funds management and payments
solution, manages real money and social currencies while bridging disparate
game and loyalty systems to provide operators with more robust player data
and unique marketing opportunities. Everi Productivity Suite focuses on
increasing revenue through player monetization and includes easily accessible
detailed reporting, player and transaction analytics and fully customizable
offer engines.
Each Everi product is a single integration with modular feature
implementation, allowing operators to select as few or as many of the
customizable options on offer. Leveraging the sophisticated technology of the
Live Gamers Elements platform, Everi navigates the ever changing regulatory
and legal landscapes to ensure interactive gaming and lottery payments are
always in compliance with jurisdictional gaming regulations as well as PCI and
PII rules.
Exhibit K, pg. 5
GCA is leaps and bounds ahead with their Everi product, said one judge. As
online gaming becomes a more prominent part of our landscape, Everi
addresses many of the issues players will have with accessibility to their money
along with funding their accounts conveniently.
SILVER AWARD
ClubLinq API INTERMEZZO
ClubLinq Identity is an open application programming interface (API), which
provides casino operators and players club members with a secure player
portal where they can view current entitlement balances, print or download
win/loss statements and update pro le information. Further, ClubLinq Identity
provides the connection or identi cation of a players social identity, which
is driving a paradigm shift in the importance of big data systems provided by
companies like IBM and MicroStrategy.
ClubLinq Offers is a module of the open ClubLinq API, which, through the
Identity Portal, provides players club members with the ability to view and
redeem their direct-mail, automated casino management system offers (i.e.
FreePlay) or lodging/dining offers via the secure player portal.
Gaming operators using ClubLinq can enjoy increased pro tability through
substantial savings via online opt-in for offers, reduction of operator liability
by customer ownership of their loyalty account, and heightened brand identity
through persistent interaction with club members.
I like the ability to print win/loss statements and change contact
information, a judge said. These are typically things the casino does not
allow players to do on their own.
Exhibit K, pg. 6
Exhibit K, pg. 8
EXHIBIT L
Press Release re Casino Enterprise Management
magazines 2014 Hospitality Operations Technology
Awards
BallyTechnologiesWinsFiveofSixHospitalityOperationsTechnology(HOT)Awards
Exhibit L, pg. 1
BallyTechnologies,Inc.(NYSE:BYI)("Bally")wonfiveofthesixhonorsinthe2014Hospitality
OperationsTechnology(HOT)Awards.(Photo:BusinessWire)
May08,201409:02AMEasternDaylightTime
LASVEGAS--(BUSINESSWIRE)--CasinoEnterpriseManagementmagazineawardedBallyTechnologies,Inc.(NYSE:BYI)(Bally)five
ofthesixhonorsinthe2014HospitalityOperationsTechnology(HOT)Awards.
ItmakesthesecondyearinarowthatHOTAwardjudgeshaverecognizednumerousBallyproducts.Lastyear,Ballytookfourofthesix
honorsintheannualcontestrecognizingleadinggame-technologyproductsthatmakeapositivedifferenceinacasino-hotelsoperations.
Ballyhaswonatleastfourawardsinthecompetitioneachyearsince2011.Intotal,Ballyhasearnedmorethan80awardsforgaming
innovationinthepastfouryears.
Thesubmissionswerejudgedbyapanelofexpertjudgesincludingseveralcasinoandhospitalityexecutives.Ballyswinningproducts
are:
ALPHA2ProWaveforRevenueGeneration
TakenPlayforGuestExperienceEnhancement
MobileCreditsforSelf-ServiceProducts
Exhibit L, pg. 2
EliteBonusingSuitesSocialLinkforInternetServices
Afterbeingrecognizedinfourofthesixcategorieslastyear,wereproudtotopourselvesagainwithwinsinfiveoutofthesixcategories,
saidBallyTechnologiesBryanKelly,SeniorVicePresidentofTechnology.Theseawardsreflectourcontinuedcommitmenttodeveloping
trailblazingproductsthatoffernewandthrillinggamingexperiencesforplayerswhileincreasingefficienciesandcompetitiveadvantages
foroperators.
TheALPHA 2 Pro WaveistheindustrysfirstplatformwithaconcaveLCDmonitor.Thecabinetscurved40-inchtouchscreenmonitor
bringsawholenewlookandfeeltocasinofloors,whileprovidingoptimalviewingandincreasedinteractionforplayers.ManyofBallys
gamesfortheProSeriesV22/22andV32canbeplayedontheWave.Inaddition,fouradditionaltitleshavebeendevelopedspecifically
fortheWavetotakeadvantageofitssuperiorhigh-resolutiongameplay.
BallysTake n Playisaremarkablenewproductthatenablesplayerstotaketheirgameonthegoforthefirsttimebyplayingaphysical
slotmachineontheconvenienceofatablet.TakenPlayistheindustrysfirsttechnologythatallowsthesameslotmachinegametobe
playedinmorethanonelocationbystreamingthegamecontentdirectlyfromtheslotmachinetoatablet.Thisproductprovidescasinos
withaneasy,convenientsolutionforplayerswhogetupandleavetheirmachine,whilecontinuingtoplay.
Mobile Creditsistheindustrysfirsttechnologythatempowersplayerstomanagetheirgamingfundsdirectlyfromtheirmobiledevice.
Thisgroundbreakingtechnologyenablesplayerstoloadcreditsontotheirgamefromamobilephoneortablet,removingtheneedtovisit
anATMorcarryvouchersaroundonthecasinofloor.Withthissimplesolution,casinoscanincreasecoin-inbyreducingthetimespent
awayfromagamewhileplayersvisitanATMorredeemvouchers.
ThenextgenerationCoolSign8KVideoWallControllerhasquadrupledthepreviouspowerofBallysCoolSignmedia-management
solutionbyenablingunprecedented4x4videowithmultipleregionsofcontentplaybackusingany1080pmonitorwithabsolutelynoloss
ofresolution.Thatmeansupto16individualscreenscanbeusedforanastonishing8,000-by-4,000pixelquality.TheCoolSignVideo
WallControllerincreasesefficiencyanddecreasescostforcasinooperatorsbecausenointermediarydeviceisneeded.
SocialLinkisapioneeringnewEliteBonusingSuitefeaturethatpostsdirectlyfromaslotgametoacasinosFacebookpage,enabling
casinostointegratebonusingeventswiththeirsocialmedia.SocialLinkisacost-effectivesocialmediasolutionthatencouragesawhole
newlevelofplayerengagementanddrivesincreasedexcitementforpromotions.
AboutBallyTechnologies,Inc.
Foundedin1932,BallyTechnologies(NYSE:BYI)providestheglobalgamingindustrywithinnovativegames,tablegameproducts,
systems,mobile,andiGamingsolutionsthatdriverevenueandprovideoperatingefficienciesforgamingoperators.Formoreinformation,
pleasevisithttp://www.ballytech.com.ConnectwithBallyonFacebook,Twitter,YouTube,LinkedIn,andPinterest.
Thisnewsreleasemaycontainforward-lookingstatementswithinthemeaningoftheSecuritiesActof1933,asamended,andissubject
tothesafeharborcreatedthereby.Suchinformationinvolvesimportantrisksanduncertaintiesthatcouldsignificantlyaffecttheresultsin
thefutureand,accordingly,suchresultsmaydifferfromthoseexpressedinanyforward-lookingstatements.Futureoperatingresultsmay
beadverselyaffectedasaresultofanumberofrisksthataredetailedfromtimetotimeintheCompanysfilingswiththeSecuritiesand
ExchangeCommission.TheCompanyundertakesnoobligationtoupdatetheinformationinthispressreleaseandrepresentsthatthe
informationisonlyvalidasoftodaysdate.
BALLYTECHNOLOGIES,INC.
Bally,ALPHA2ProWave,TakenPlay,MobileCredits,CoolSign,andEliteBonusingSuitearemarksownedby,orunderlicensetoor
from,BallyTechnologies,Inc.,oroneormoreofitswhollyownedsubsidiariesintheUnitedStatesorelsewhere.
Exhibit L, pg. 3
Exhibit L, pg. 4
EXHIBIT M
Press Release re 13th Annual Gaming & Technology
Awards
October 6, 2014
Bally Technologies Wins Two Top Spots in 2015 Gaming & Technology Awards
Pro Wave 360 wins first place for Best Slot Product and Safe-Bacc takes first place for Best Table Game Product or Innovation
LAS VEGAS--(BUSINESS WIRE)-- Bally Technologies, Inc. (NYSE: BYI) ("Bally" or the "Company") earned three honors in the
2015 Gaming & Technology Awards, including top spots for two of the Company's game and table product innovations.
The Pro Wave 360 cabinet won first place for "Best Slot Product" and
Safe-Bacc won first place for "Best Table Game Product or Innovation." In
addition, Mobile Credits won second place for "Best Consumer Service
Technology."
With these latest honors, Bally has earned more than 80 awards for
gaming innovation over the past four years, more than all its major
competitors combined.
No other gaming manufacturer won more than two honors in the Gaming &
Technology Awards, which are sponsored by Global Gaming Business
magazine and recognize industry-leading technology and innovation. The
submissions were evaluated by a panel of expert judges from across the
casino gaming industry.
"It is an honor to win first place in two of the four categories because it
demonstrates that we are committed to developing differentiated products
that meet the needs of operators and players," said Derik Mooberry,
Bally's Senior Vice President of R&D. "The Pro Wave 360 takes our
award-winning Pro Wave cabinet to a whole new level, Safe-Bacc
increases security on the popular game of baccarat, and Mobile Credits
makes it easier for players to fund their gaming by allowing them to load
credits from their mobile device. We believe these award-winning products
elevate the gaming experience and offer more profit potential to our
customers."
The Pro Wave 360 redefines community-style gaming with its circular
display featuring five Pro Wave cabinets and five 40-inch video toppers
forming a 360-degree video display for a towering centerpiece reaching
10 feet tall. The configuration synchronizes audio and visual events for a
community gaming experience in which players share the joys of winning
and bonuses together, while their play and coin-in stay separate.
Safe-Bacc is a revolutionary new product that combines Bally's best-inclass automatic shuffling, card reading, and scoring technology into one
solution that increases game speed and improves security on baccarat
tables. Safe-Bacc delivers cost savings by eliminating the need for additional security features, pre-shuffled cards, and the
multi-layered security checks that casinos currently perform while delivering cards to their tables.
Mobile Credits revolutionizes slot play by enabling players to fund their gaming directly from their mobile device. This next
generation of funds management removes the need for players to visit an ATM or carry vouchers around on the casino floor,
increasing potential coin-in by reducing the time spent away from a slot machine.
About Bally Technologies, Inc.
Founded in 1932, Bally Technologies (NYSE: BYI) provides the global gaming industry with innovative games, table game
products, systems, mobile, and iGaming solutions that drive revenue and provide operating efficiencies for gaming operators.
Exhibit M, pg. 1
Exhibit M, pg. 2
EXHIBIT N
Article re Casino Journal Magazines Top 20 Most
Innovative Gaming Technology Products for 2014
Exhibit N, pg. 1
Case
2:16-cv-02359
Document 1-18 Filed 10/10/16 Page 3 of 3
Scienti c Games
Pro
Wave 360
Scienti c Games DM Wagering
Scienti c Games Safe Bacc
Scienti c Games Take n Play
Sightline Payments/Station Casinos Sports Connection Prepaid Card
SkyWire Mobile Connect Suite
VizExplorer hostViz
VizExplorer vizActionFactory
A panel of expert judges evaluated the entries from industry vendors showcasing their newest, most
creative products and services to decide Casino Journal's Top 20 Most Innovative Gaming Technology
Products Awards for 2014.
Judging this year's contest were Warren Davidson, Slot Director, Coushatta Casino Resort; Donne Grable,
Vice President of Gaming Operations, VCAT LLC; and Claudia Winkler, President, G.H.I. Solutions.
The Top 20 winners will be honored and plaques will be awarded at Casino Marketing & Technology
Conference, slated for July 14-16 at the Rio in Las Vegas. The winners of the Platinum, Gold and Silver
Awards, along with the winner of the contest's Attendee Choice Award, also will be announced. Show
attendees will vote during the Summit for the Attendee Choice Award winner, selecting from among the
Top 20 winners.
Exhibit N, pg. 2
EXHIBIT O
Press Release re EASY MONEY JACKPOT
VGTsEasyMoneyJackpotWideAreaProgressive:12ShortMonths,12BigWinners,$4.6MillioninPayouts|VideoGamingTechnologies,Inc.
VideoGamingTechnologies,Inc.
Careers
ClientLogin
News&Events
VGTsEasyMoneyJackpotWideArea
Progressive:12ShortMonths,12BigWinners,
$4.6MillioninPayouts
PostedonJun29,2016
FRANKLIN,TN(MarketwiredJun29,2016)PlayersacrossNorthAmericaarerollinginEasy
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customersandtheirplayersarefindingEasyMoneyJackpottobeawinner,saidVGTPresidentJay
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EasyMoneyJackpotisa3reelmechanicalwideareaprogressiveandappearsontopofeightplayer
favoriteVGTgametitles:777BourbonStreet,CrazyCherry,HotRedRuby,KingofCoin,Lucky
Ducky,Mr.MoneyBags,ReelFeverandSmoothasSilk.
Theprogressiveisavailableforplaynowat94casinolocationsacrossNorthAmerica,andisavailable
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visitwww.easymoneyjackpot.com.
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Exhibit O, pg. 1
1/2
VGTsEasyMoneyJackpotWideAreaProgressive:12ShortMonths,12BigWinners,$4.6MillioninPayouts|VideoGamingTechnologies,Inc.
DiscoverEasyMoneyJackpot
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AboutVideoGamingTechnologies
VGTAnAristocratCompanyistheleadingdesigner/manufacturer/distributorofClassIIgamesfor
NativeAmericancasinosandemergingmarkets.ThecompanyisheadquarteredinFranklin,Tenn.,with
amanufacturingfacilityinTulsa,Okla.,anddesignstudiosthroughoutthecountry.TheVGTdifference
providescustomerswithexcitinggametitlesthatgenerateintenseplayerloyalty,recordsettinggaming
revenues,theassuranceofreliabilityandunmatchedcustomerservice.Visitwww.vgt.net.
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Copyright2016,VideoGamingTechnologies,Inc.AllRightsReserved
WebDesignbyConvoy
http://www.vgt.net/blog/2016/06/29/vgtseasymoneyjackpotwideareaprogressive12shortmonths12bigwinners46millioninpayouts/
Exhibit O, pg. 2
2/2
EXHIBIT P
U.S. Trademark Application Serial No. 86525799
for EASY MONEY JACKPOT
Entered
86525799
MARK INFORMATION
*MARK
STANDARD CHARACTERS
YES
USPTO-GENERATED IMAGE
YES
LITERAL ELEMENT
MARK STATEMENT
REGISTER
Principal
APPLICANT INFORMATION
*OWNER OF MARK
*STREET
*CITY
Franklin
*STATE
(Required for U.S. applicants)
Tennessee
*COUNTRY
United States
*ZIP/POSTAL CODE
(Required for U.S. applicants)
37067
EMAIL ADDRESS
iptm@armstrongteasdale.com
corporation
STATE/COUNTRY OF INCORPORATION
Tennessee
009
*IDENTIFICATION
FILING BASIS
SECTION 1(b)
INTERNATIONAL CLASS
028
*IDENTIFICATION
FILING BASIS
SECTION 1(b)
ATTORNEY INFORMATION
Exhibit P, pg. 1
Courtney Jackson
T0325-001 / 33050-TBD
FIRM NAME
STREET
CITY
Saint Louis
STATE
Missouri
COUNTRY
United States
ZIP/POSTAL CODE
63105
PHONE
314-621-5070
FAX
314-621-5065
EMAIL ADDRESS
iptm@armstrongteasdale.com
Yes
CORRESPONDENCE INFORMATION
NAME
Courtney Jackson
FIRM NAME
STREET
CITY
Saint Louis
STATE
Missouri
COUNTRY
United States
ZIP/POSTAL CODE
63105
PHONE
314-621-5070
FAX
314-621-5065
EMAIL ADDRESS
iptm@armstrongteasdale.com;ip@vgt.net
Yes
FEE INFORMATION
APPLICATION FILING OPTION
Regular TEAS
NUMBER OF CLASSES
325
650
650
SIGNATURE INFORMATION
SIGNATURE
/Keith D. Moore/
SIGNATORY'S NAME
Keith D. Moore
SIGNATORY'S POSITION
Director of IP
314-621-5070
DATE SIGNED
02/04/2015
Exhibit P, pg. 2
Exhibit P, pg. 3
requests registration of the trademark/service mark identified above in the United States Patent and Trademark Office on the Principal Register
established by the Act of July 5, 1946 (15 U.S.C. Section 1051 et seq.), as amended, for the following:
International Class 009: gaming devices, namely computer software for use with gaming machines to enable the gaming machine to run
Intent to Use: The applicant has a bona fide intention to use or use through the applicant's related company or licensee the mark in commerce on
or in connection with the identified goods and/or services. (15 U.S.C. Section 1051(b)).
International Class 028: gaming devices, namely gaming machines, slot machines, bingo machines, with or without video output
Intent to Use: The applicant has a bona fide intention to use or use through the applicant's related company or licensee the mark in commerce on
or in connection with the identified goods and/or services. (15 U.S.C. Section 1051(b)).
Exhibit P, pg. 4
Exhibit P, pg. 5
Exhibit P, pg. 6
Exhibit P, pg. 7
EXHIBIT Q
USPTO Office Action dated February 2, 2016,
refusing U.S. Trademark Application Serial No.
86525799 for EASY MONEY JACKPOT
To:
Subject:
Sent:
2/2/2016 2:37:55 PM
Sent As:
ECOM104@USPTO.GOV
Attachments:
Attachment - 1
Attachment - 2
Attachment - 3
Attachment - 4
Attachment - 5
Attachment - 6
Attachment - 7
Attachment - 8
Attachment - 9
Attachment - 10
Attachment - 11
Attachment - 12
Attachment - 13
Attachment - 14
Attachment - 15
Attachment - 16
Attachment - 17
Attachment - 18
Attachment - 19
Attachment - 20
Attachment - 21
Attachment - 22
Attachment - 23
Attachment - 24
Attachment - 25
Attachment - 26
Attachment - 27
Attachment - 28
Attachment - 29
Attachment - 30
Attachment - 31
Attachment - 32
Attachment - 33
Attachment - 34
Attachment - 35
Attachment - 36
Attachment - 37
Attachment - 38
Attachment - 39
Attachment - 40
Attachment - 41
Attachment - 42
Attachment - 43
Attachment - 44
Exhibit Q, pg. 1
*86525799*
CORRESPONDENT ADDRESS:
COURTNEY JACKSON
Armstrong Teasdale
http://www.uspto.gov/trademarks/teas/response_forms.jsp
CORRESPONDENTS REFERENCE/DOCKET NO :
T0325-001 /
CORRESPONDENT E-MAIL ADDRESS:
iptm@armstrongteasdale.com
OFFICE ACTION
STRICT DEADLINE TO RESPOND TO THIS LETTER
TO AVOID ABANDONMENT OF APPLICANTS TRADEMARK APPLICATION, THE USPTO MUST RECEIVE APPLICANTS
COMPLETE RESPONSE TO THIS LETTER WITHIN 6 MONTHS OF THE ISSUE/MAILING DATE BELOW.
ISSUE/MAILING DATE: 2/2/2016
Upon further review, the examining attorney issues a Section 2(d) refusal based on a likelihood of confusion with the marks in U.S. Registration
Nos. 3004885 and 3399131. The previously issued disclaimer requirement is continued and maintained.
Summary of Issues That Applicant Must Address
Section 2(d) refusal based on a likelihood of confusion with the marks in U.S. Registration Nos. 3004885 and 3399131
Disclaimer of the wording JACKPOT
SECTION 2(d) REFUSAL LIKELIHOOD OF CONFUSION
Exhibit Q, pg. 2
Registration of the applied-for mark is refused because of a likelihood of confusion with the mark in U.S. Registration Nos. 3399131 and
3004885. Trademark Act Section 2(d), 15 U.S.C. 1052(d); see TMEP 1207.01 et seq. See the enclosed registrations.
The applicants mark is EASY MONEY JACKPOT for gaming devices, namely, computer software for use with gaming machines to
enable the gaming machine to run in International Class 9 and gaming devices, namely, gaming machines, slot machines, bingo machines,
with or without video output. The two cited marks owned by the same registrant are DOUBLE EASY MONEY for currency and credit
operated slot machines and gaming devices, namely, gaming machines for use in gaming establishments in International Class 9 and SUPER
EASY MONEY for Gaming machines that generate or display wager outcomes; Gaming software that generates or displays wager outcomes
of gaming machines in International Class 9.
Trademark Act Section 2(d) bars registration of an applied-for mark that so resembles a registered mark that it is likely a potential consumer
would be confused, mistaken, or deceived as to the source of the goods and/or services of the applicant and registrant. See 15 U.S.C. 1052(d).
A determination of likelihood of confusion under Section 2(d) is made on a case-by case basis and the factors set forth in In re E. I. du Pont de
Nemours & Co., 476 F.2d 1357, 1361, 177 USPQ 563, 567 (C.C.P.A. 1973) aid in this determination. Citigroup Inc. v. Capital City Bank Grp.,
Inc., 637 F.3d 1344, 1349, 98 USPQ2d 1253, 1256 (Fed. Cir. 2011) (citing On-Line Careline, Inc. v. Am. Online, Inc., 229 F.3d 1080, 1085, 56
USPQ2d 1471, 1474 (Fed. Cir. 2000)). Not all the du Pont factors, however, are necessarily relevant or of equal weight, and any one of the
factors may control in a given case, depending upon the evidence of record. Citigroup Inc. v. Capital City Bank Grp., Inc., 637 F.3d at 1355, 98
USPQ2d at 1260; In re Majestic Distilling Co., 315 F.3d 1311, 1315, 65 USPQ2d 1201, 1204 (Fed. Cir. 2003); see In re E. I. du Pont de
Nemours & Co., 476 F.2d at 1361-62, 177 USPQ at 567.
In this case, the following factors are the most relevant: similarity of the marks, similarity and nature of the goods and/or services, and similarity
of the trade channels of the goods and/or services. See In re Viterra Inc., 671 F.3d 1358, 1361-62, 101 USPQ2d 1905, 1908 (Fed. Cir. 2012); In
re Dakins Miniatures Inc. , 59 USPQ2d 1593, 1595-96 (TTAB 1999); TMEP 1207.01 et seq.
Similarity of the Marks
The applicants mark is EASY MONEY JACKPOT. The two cited marks owned by the same registrant are DOUBLE EASY MONEY
and SUPER EASY MONEY. The marks are highly similar because they share the identical wording EASY MONEY.
The mere deletion of wording from a registered mark may not be sufficient to overcome a likelihood of confusion. See In re Mighty Leaf Tea,
601 F.3d 1342, 94 USPQ2d 1257 (Fed. Cir. 2010); In re Optica Intl , 196 USPQ 775, 778 (TTAB 1977); TMEP 1207.01(b)(ii)-(iii).
Applicants mark does not create a distinct commercial impression because it contains the same common wording as the registered mark, and
there is no other wording to distinguish it from the registered mark.
Moreover, the added wording JACKPOT is merely descriptive in the context of the applicants goods. Although marks are compared in their
entireties, one feature of a mark may be more significant or dominant in creating a commercial impression. See In re Viterra Inc., 671 F.3d 1358,
1362, 101 USPQ2d 1905, 1908 (Fed. Cir. 2012); In re Natl Data Corp., 753 F.2d 1056, 1058, 224 USPQ 749, 751 (Fed. Cir. 1985); TMEP
1207.01(b)(viii), (c)(ii). Matter that is descriptive of or generic for a partys goods and/or services is typically less significant or less dominant
in relation to other wording in a mark. See Anheuser-Busch, LLC v. Innvopak Sys. Pty Ltd., 115 USPQ2d 1816, 1824-25 (TTAB 2015) (citing In
re Chatam Intl Inc. , 380 F.3d 1340, 1342-43, 71 USPQ2d 1944, 1946 (Fed. Cir. 2004)).
In the present case, the previously attached evidence shows that the wording JACKPOT in the applied-for mark is merely descriptive of or
generic for applicants goods. Thus, this wording is less significant in terms of affecting the marks commercial impression, and renders the
wording EASY MONEY the more dominant element of the mark.
Marks are compared in their entireties for similarities in appearance, sound, connotation, and commercial impression. Stone Lion Capital
Partners, LP v. Lion Capital LLP, 746 F.3d 1317, 1321, 110 USPQ2d 1157, 1160 (Fed. Cir. 2014) (quoting Palm Bay Imps., Inc. v. Veuve
Clicquot Ponsardin Maison Fondee En 1772, 396 F. 3d 1369, 1371, 73 USPQ2d 1689, 1691 (Fed. Cir. 2005)); TMEP 1207.01(b)-(b)(v).
Similarity in any one of these elements may be sufficient to find the marks confusingly similar. In re Davia, 110 USPQ2d 1810, 1812 (TTAB
2014) (citing In re 1st USA Realty Profls, Inc. , 84 USPQ2d 1581, 1586 (TTAB 2007)); In re White Swan Ltd., 8 USPQ2d 1534, 1535 (TTAB
1988)); TMEP 1207.01(b).
Since the marks are highly similar in in sound and meaning, they impart a confusingly similar commercial impression.
Exhibit Q, pg. 3
Exhibit Q, pg. 4
Exhibit Q, pg. 5
/Jenny Park/
Examining Attorney
Law Office 104
571-272-8857
jenny.park@uspto.gov
TO RESPOND TO THIS LETTER: Go to http://www.uspto.gov/trademarks/teas/response_forms.jsp. Please wait 48-72 hours from the
issue/mailing date before using the Trademark Electronic Application System (TEAS), to allow for necessary system updates of the application.
For technical assistance with online forms, e-mail TEAS@uspto.gov. For questions about the Office action itself, please contact the assigned
trademark examining attorney. E-mail communications will not be accepted as responses to Office actions; therefore, do not respond to
this Office action by e-mail.
All informal e-mail communications relevant to this application will be placed in the official application record.
WHO MUST SIGN THE RESPONSE: It must be personally signed by an individual applicant or someone with legal authority to bind an
applicant (i.e., a corporate officer, a general partner, all joint applicants). If an applicant is represented by an attorney, the attorney must sign the
response.
PERIODICALLY CHECK THE STATUS OF THE APPLICATION: To ensure that applicant does not miss crucial deadlines or official
notices, check the status of the application every three to four months using the Trademark Status and Document Retrieval (TSDR) system at
http://tsdr.uspto.gov/. Please keep a copy of the TSDR status screen. If the status shows no change for more than six months, contact the
Trademark Assistance Center by e-mail at TrademarkAssistanceCenter@uspto.gov or call 1-800-786-9199. For more information on checking
status, see http://www.uspto.gov/trademarks/process/status/.
TO UPDATE CORRESPONDENCE/E-MAIL ADDRESS: Use the TEAS form at http://www.uspto.gov/trademarks/teas/correspondence.jsp.
Exhibit Q, pg. 6
Exhibit Q, pg. 7
Exhibit Q, pg. 8
Exhibit Q, pg. 9
Exhibit Q, pg. 10
Exhibit Q, pg. 11
Exhibit Q, pg. 12
Exhibit Q, pg. 13
Exhibit Q, pg. 14
Exhibit Q, pg. 15
Exhibit Q, pg. 16
Exhibit Q, pg. 17
Exhibit Q, pg. 18
Exhibit Q, pg. 19
Exhibit Q, pg. 20
Exhibit Q, pg. 21
Exhibit Q, pg. 22
Exhibit Q, pg. 23
Exhibit Q, pg. 24
Exhibit Q, pg. 25
Exhibit Q, pg. 26
Exhibit Q, pg. 27
Exhibit Q, pg. 28
Exhibit Q, pg. 29
Exhibit Q, pg. 30
Exhibit Q, pg. 31
Exhibit Q, pg. 32
Exhibit Q, pg. 33
Exhibit Q, pg. 34
Exhibit Q, pg. 35
Exhibit Q, pg. 36
Exhibit Q, pg. 37
Exhibit Q, pg. 38
Exhibit Q, pg. 39
Exhibit Q, pg. 40
Exhibit Q, pg. 41
Exhibit Q, pg. 42
Exhibit Q, pg. 43
Exhibit Q, pg. 44
Exhibit Q, pg. 45
Exhibit Q, pg. 46
Exhibit Q, pg. 47
Exhibit Q, pg. 48
Exhibit Q, pg. 49
Exhibit Q, pg. 50
Exhibit Q, pg. 51
Exhibit Q, pg. 52
Exhibit Q, pg. 53
Exhibit Q, pg. 54
Exhibit Q, pg. 55
Exhibit Q, pg. 56
Exhibit Q, pg. 57
To:
Subject:
Sent:
2/2/2016 2:37:57 PM
Sent As:
ECOM104@USPTO.GOV
Attachments:
WARNING
Failure to file the required response by the applicable response deadline will result in the ABANDONMENT of your application. For
more information regarding abandonment, see http://www.uspto.gov/trademarks/basics/abandon.jsp.
PRIVATE COMPANY SOLICITATIONS REGARDING YOUR APPLICATION: Private companies not associated with the USPTO are
using information provided in trademark applications to mail or e-mail trademark-related solicitations. These companies often use names that
closely resemble the USPTO and their solicitations may look like an official government document. Many solicitations require that you pay
Exhibit Q, pg. 58
Exhibit Q, pg. 59
EXHIBIT R
Notice of Abandonment of U.S. Trademark
Application Serial No. 86525799 for EASY
MONEY JACKPOT
Side - 1
NOTICE OF ABANDONMENT
MAILING DATE: Aug 2, 2016
The trademark application identified below was abandoned because Applicant's letter of express abandonment was received on Aug 1, 2016 .
SERIAL NUMBER:
MARK:
OWNER:
86525799
EASY MONEY JACKPOT
Video Gaming Technologies, Inc.
Side - 2
UNITED STATES PATENT AND TRADEMARK OFFICE
COMMISSIONER FOR TRADEMARKS
P.O. BOX 1451
ALEXANDRIA, VA 22313-1451
FIRST-CLASS MAIL
U.S POSTAGE
PAID
COURTNEY JACKSON
Armstrong Teasdale
7700 Forsyth Blvd Ste 1800
Saint Louis , MO 63105-1847
Exhibit R, pg. 1
Entered
SERIAL NUMBER
86525799
00/00/0000
MARK SECTION
MARK
SIGNATURE SECTION
SIGNATURE
/Keith D. Moore/
SIGNATORY NAME
Keith D. Moore
SIGNATORY DATE
08/01/2016
SIGNATORY POSITION
Director of IP
314-621-5070
AUTHORIZED SIGNATORY
YES
TEAS STAMP
USPTO/REA-XXX.XX.XX.XXX-2
0160801120647580342-86525
799-550b94e74b230479ec165
86226c087dd7fbde58ad94766
5864e3f52eee2faf5db-N/A-N
/A-20160801110952581375
Exhibit R, pg. 2
By submission of this request, the applicant hereby expressly abandons the application for trademark registration made under the serial number
identified above. Except as provided in 37 C.F.R Section 2.135. (concerning the commencement of an opposition, concurrent use, or interference
proceeding), the fact that an application has been expressly abandoned shall not, in any proceeding in the United State Patent and Trademark
Office, affect any right that the applicant may have in the mark which is the subject of the abandoned application.
Exhibit R, pg. 3
EXHIBIT S
U.S. Trademark Application Serial No. 86958109
for POLAR HIGH ROLLER EASY MONEY
JACKPOT
Under the Paperwork Reduction Act of 1995 no persons are required to respond to a collection of information unless it displays a valid OMB control number.
PTO Form 1478 (Rev 09/2006)
OMB No. 0651-0009 (Exp 02/28/2018)
Entered
86958109
MARK INFORMATION
*MARK
STANDARD CHARACTERS
YES
USPTO-GENERATED IMAGE
YES
LITERAL ELEMENT
MARK STATEMENT
REGISTER
Principal
APPLICANT INFORMATION
*OWNER OF MARK
*STREET
*CITY
Franklin
*STATE
(Required for U.S. applicants)
Tennessee
*COUNTRY
United States
*ZIP/POSTAL CODE
(Required for U.S. applicants)
63105
PHONE
615-372-1000
FAX
615-372-1099
EMAIL ADDRESS
ip@vgt.net
corporation
STATE/COUNTRY OF INCORPORATION
Tennessee
028
*IDENTIFICATION
FILING BASIS
SECTION 1(b)
Exhibit S, pg. 1
ATTORNEY INFORMATION
NAME
Courtney Jackson
30711-TBD
FIRM NAME
STREET
CITY
St. Louis
STATE
Missouri
COUNTRY
United States
ZIP/POSTAL CODE
63105
PHONE
314-621-5070
FAX
314-621-5065
EMAIL ADDRESS
iptm@armstrongteasdale.com
Yes
CORRESPONDENCE INFORMATION
NAME
Courtney Jackson
FIRM NAME
STREET
CITY
St. Louis
STATE
Missouri
COUNTRY
United States
ZIP/POSTAL CODE
63105
PHONE
314-621-5070
FAX
314-621-5065
*EMAIL ADDRESS
iptm@armstrongteasdale.com;ip@vgt.net
Yes
FEE INFORMATION
APPLICATION FILING OPTION
TEAS RF
NUMBER OF CLASSES
275
275
275
SIGNATURE INFORMATION
SIGNATURE
/Keith D. Moore/
SIGNATORY'S NAME
Keith D. Moore
SIGNATORY'S POSITION
Director of IP
314-621-5070
Exhibit S, pg. 2
03/30/2016
Exhibit S, pg. 3
Under the Paperwork Reduction Act of 1995 no persons are required to respond to a collection of information unless it displays a valid OMB control number.
PTO Form 1478 (Rev 09/2006)
OMB No. 0651-0009 (Exp 02/28/2018)
Exhibit S, pg. 4
The signatory believes that: if the applicant is filing the application under 15 U.S.C. 1051(a), the applicant is the owner of the
trademark/service mark sought to be registered; the applicant is using the mark in commerce on or in connection with the goods/services in the
application; the specimen(s) shows the mark as used on or in connection with the goods/services in the application; and/or if the applicant filed
an application under 15 U.S.C. 1051(b), 1126(d), and/or 1126(e), the applicant is entitled to use the mark in commerce; the applicant has a
bona fide intention, and is entitled, to use the mark in commerce on or in connection with the goods/services in the application. The signatory
believes that to the best of the signatory's knowledge and belief, no other persons, except, if applicable, concurrent users, have the right to use the
mark in commerce, either in the identical form or in such near resemblance as to be likely, when used on or in connection with the goods/services
of such other persons, to cause confusion or mistake, or to deceive. The signatory being warned that willful false statements and the like are
punishable by fine or imprisonment, or both, under 18 U.S.C. 1001, and that such willful false statements and the like may jeopardize the
validity of the application or any registration resulting therefrom, declares that all statements made of his/her own knowledge are true and all
statements made on information and belief are believed to be true.
Declaration Signature
Signature: /Keith D. Moore/ Date: 03/30/2016
Signatory's Name: Keith D. Moore
Signatory's Position: Director of IP
RAM Sale Number: 86958109
RAM Accounting Date: 03/31/2016
Serial Number: 86958109
Internet Transmission Date: Wed Mar 30 14:08:40 EDT 2016
TEAS Stamp: USPTO/BAS-XXX.XX.XX.XXX-2016033014084097
9492-86958109-550288871acaefcd74c9629e53
563e61033704d77df3e226eb0f24a365151a3c3f
b-DA-398-20160329123133059653
Exhibit S, pg. 5
Exhibit S, pg. 6
EXHIBIT T
U.S. Trademark Application Serial No. 86958118
for HOT RED RUBY EASY MONEY JACKPOT
Under the Paperwork Reduction Act of 1995 no persons are required to respond to a collection of information unless it displays a valid OMB control number.
PTO Form 1478 (Rev 09/2006)
OMB No. 0651-0009 (Exp 02/28/2018)
Entered
86958118
MARK INFORMATION
*MARK
STANDARD CHARACTERS
YES
USPTO-GENERATED IMAGE
YES
LITERAL ELEMENT
MARK STATEMENT
REGISTER
Principal
APPLICANT INFORMATION
*OWNER OF MARK
*STREET
*CITY
Franklin
*STATE
(Required for U.S. applicants)
Tennessee
*COUNTRY
United States
*ZIP/POSTAL CODE
(Required for U.S. applicants)
37067
PHONE
615-372-1000
FAX
615-372-1099
EMAIL ADDRESS
ip@vgt.net
corporation
STATE/COUNTRY OF INCORPORATION
Tennessee
028
*IDENTIFICATION
FILING BASIS
SECTION 1(b)
Exhibit T, pg. 1
ATTORNEY INFORMATION
NAME
Courtney Jackson
30711-TBD
FIRM NAME
STREET
CITY
St. Louis
STATE
Missouri
COUNTRY
United States
ZIP/POSTAL CODE
63105
PHONE
314-621-5070
FAX
314-621-5065
EMAIL ADDRESS
iptm@armstrongteasdale.com
Yes
Donna F. Schmitt
CORRESPONDENCE INFORMATION
NAME
Courtney Jackson
FIRM NAME
STREET
CITY
St. Louis
STATE
Missouri
COUNTRY
United States
ZIP/POSTAL CODE
63105
PHONE
314-621-5070
FAX
314-621-5065
*EMAIL ADDRESS
iptm@armstrongteasdale.com;ip@vgt.net
Yes
FEE INFORMATION
APPLICATION FILING OPTION
TEAS RF
NUMBER OF CLASSES
275
275
275
SIGNATURE INFORMATION
SIGNATURE
/Keith D. Moore/
SIGNATORY'S NAME
Keith D. Moore
SIGNATORY'S POSITION
Director of IP
314-621-5070
Exhibit T, pg. 2
03/30/2016
Exhibit T, pg. 3
Under the Paperwork Reduction Act of 1995 no persons are required to respond to a collection of information unless it displays a valid OMB control number.
PTO Form 1478 (Rev 09/2006)
OMB No. 0651-0009 (Exp 02/28/2018)
Exhibit T, pg. 4
The signatory believes that: if the applicant is filing the application under 15 U.S.C. 1051(a), the applicant is the owner of the
trademark/service mark sought to be registered; the applicant is using the mark in commerce on or in connection with the goods/services in the
application; the specimen(s) shows the mark as used on or in connection with the goods/services in the application; and/or if the applicant filed
an application under 15 U.S.C. 1051(b), 1126(d), and/or 1126(e), the applicant is entitled to use the mark in commerce; the applicant has a
bona fide intention, and is entitled, to use the mark in commerce on or in connection with the goods/services in the application. The signatory
believes that to the best of the signatory's knowledge and belief, no other persons, except, if applicable, concurrent users, have the right to use the
mark in commerce, either in the identical form or in such near resemblance as to be likely, when used on or in connection with the goods/services
of such other persons, to cause confusion or mistake, or to deceive. The signatory being warned that willful false statements and the like are
punishable by fine or imprisonment, or both, under 18 U.S.C. 1001, and that such willful false statements and the like may jeopardize the
validity of the application or any registration resulting therefrom, declares that all statements made of his/her own knowledge are true and all
statements made on information and belief are believed to be true.
Declaration Signature
Signature: /Keith D. Moore/ Date: 03/30/2016
Signatory's Name: Keith D. Moore
Signatory's Position: Director of IP
RAM Sale Number: 86958118
RAM Accounting Date: 03/31/2016
Serial Number: 86958118
Internet Transmission Date: Wed Mar 30 14:11:53 EDT 2016
TEAS Stamp: USPTO/BAS-XXX.XX.XX.XXX-2016033014115351
4556-86958118-550718a8a5e89a3c3d1f83025d
4fd8f7e8e7e3cec779bcf5e8a4ac97f7e79e7e-D
A-461-20160329124854843937
Exhibit T, pg. 5
Exhibit T, pg. 6
EXHIBIT U
U.S. Trademark Application Serial No. 86958097
for LUCKY DUCKY EASY MONEY JACKPOT
Under the Paperwork Reduction Act of 1995 no persons are required to respond to a collection of information unless it displays a valid OMB control number.
PTO Form 1478 (Rev 09/2006)
OMB No. 0651-0009 (Exp 02/28/2018)
Entered
86958097
MARK INFORMATION
*MARK
STANDARD CHARACTERS
YES
USPTO-GENERATED IMAGE
YES
LITERAL ELEMENT
MARK STATEMENT
REGISTER
Principal
APPLICANT INFORMATION
*OWNER OF MARK
*STREET
*CITY
Franklin
*STATE
(Required for U.S. applicants)
Tennessee
*COUNTRY
United States
*ZIP/POSTAL CODE
(Required for U.S. applicants)
37067
PHONE
615-372-1000
FAX
615-372-1099
EMAIL ADDRESS
ip@vgt.net
corporation
STATE/COUNTRY OF INCORPORATION
Tennessee
028
*IDENTIFICATION
FILING BASIS
SECTION 1(b)
Exhibit U, pg. 1
ATTORNEY INFORMATION
NAME
Courtney Jackson
30711-TBD
FIRM NAME
STREET
CITY
St. Louis
STATE
Missouri
COUNTRY
United States
ZIP/POSTAL CODE
63105
PHONE
314-621-5070
FAX
314-621-5065
EMAIL ADDRESS
iptm@armstrongteasdale.com
Yes
Donna F. Schmitt
CORRESPONDENCE INFORMATION
NAME
Courtney Jackson
FIRM NAME
STREET
CITY
St. Louis
STATE
Missouri
COUNTRY
United States
ZIP/POSTAL CODE
63105
PHONE
314-621-5070
FAX
314-621-5065
*EMAIL ADDRESS
iptm@armstrongteasdale.com;ip@vgt.net
Yes
FEE INFORMATION
APPLICATION FILING OPTION
TEAS RF
NUMBER OF CLASSES
275
275
275
SIGNATURE INFORMATION
SIGNATURE
/Keith D. Moore/
SIGNATORY'S NAME
Keith D. Moore
SIGNATORY'S POSITION
Director of IP
314-621-5070
Exhibit U, pg. 2
03/30/2016
Exhibit U, pg. 3
Under the Paperwork Reduction Act of 1995 no persons are required to respond to a collection of information unless it displays a valid OMB control number.
PTO Form 1478 (Rev 09/2006)
OMB No. 0651-0009 (Exp 02/28/2018)
Exhibit U, pg. 4
The signatory believes that: if the applicant is filing the application under 15 U.S.C. 1051(a), the applicant is the owner of the
trademark/service mark sought to be registered; the applicant is using the mark in commerce on or in connection with the goods/services in the
application; the specimen(s) shows the mark as used on or in connection with the goods/services in the application; and/or if the applicant filed
an application under 15 U.S.C. 1051(b), 1126(d), and/or 1126(e), the applicant is entitled to use the mark in commerce; the applicant has a
bona fide intention, and is entitled, to use the mark in commerce on or in connection with the goods/services in the application. The signatory
believes that to the best of the signatory's knowledge and belief, no other persons, except, if applicable, concurrent users, have the right to use the
mark in commerce, either in the identical form or in such near resemblance as to be likely, when used on or in connection with the goods/services
of such other persons, to cause confusion or mistake, or to deceive. The signatory being warned that willful false statements and the like are
punishable by fine or imprisonment, or both, under 18 U.S.C. 1001, and that such willful false statements and the like may jeopardize the
validity of the application or any registration resulting therefrom, declares that all statements made of his/her own knowledge are true and all
statements made on information and belief are believed to be true.
Declaration Signature
Signature: /Keith D. Moore/ Date: 03/30/2016
Signatory's Name: Keith D. Moore
Signatory's Position: Director of IP
RAM Sale Number: 86958097
RAM Accounting Date: 03/31/2016
Serial Number: 86958097
Internet Transmission Date: Wed Mar 30 14:05:02 EDT 2016
TEAS Stamp: USPTO/BAS-XXX.XX.XX.XXX-2016033014050293
5066-86958097-5507cfdefc5a8be1acfd6a070c
ddbc6a946f5c7679a9be84147a5a175d018e5b64
7-DA-335-20160329124003759148
Exhibit U, pg. 5
Exhibit U, pg. 6
EXHIBIT V
U.S. Trademark Application Serial No. 86958093
for MR. MONEY BAGS EASY MONEY
JACKPOT
Under the Paperwork Reduction Act of 1995 no persons are required to respond to a collection of information unless it displays a valid OMB control number.
PTO Form 1478 (Rev 09/2006)
OMB No. 0651-0009 (Exp 02/28/2018)
Entered
86958093
MARK INFORMATION
*MARK
STANDARD CHARACTERS
YES
USPTO-GENERATED IMAGE
YES
LITERAL ELEMENT
MARK STATEMENT
REGISTER
Principal
APPLICANT INFORMATION
*OWNER OF MARK
*STREET
*CITY
Franklin
*STATE
(Required for U.S. applicants)
Tennessee
*COUNTRY
United States
*ZIP/POSTAL CODE
(Required for U.S. applicants)
37067
PHONE
615-372-1000
FAX
615-372-1099
EMAIL ADDRESS
ip@vgt.net
corporation
STATE/COUNTRY OF INCORPORATION
Tennessee
028
*IDENTIFICATION
FILING BASIS
SECTION 1(b)
Exhibit V, pg. 1
Courtney Jackson
30711-TBD
FIRM NAME
STREET
CITY
St. Louis
STATE
Missouri
COUNTRY
United States
ZIP/POSTAL CODE
63105
PHONE
314-621-5070
FAX
314-621-5065
EMAIL ADDRESS
iptm@armstrongteasdale.com
Yes
CORRESPONDENCE INFORMATION
NAME
Courtney Jackson
FIRM NAME
STREET
CITY
St. Louis
STATE
Missouri
COUNTRY
United States
ZIP/POSTAL CODE
63105
PHONE
314-621-5070
FAX
314-621-5065
*EMAIL ADDRESS
iptm@armstrongteasdale.com;ip@vgt.net
Yes
FEE INFORMATION
APPLICATION FILING OPTION
TEAS RF
NUMBER OF CLASSES
275
275
275
SIGNATURE INFORMATION
SIGNATURE
/Keith D. Moore/
SIGNATORY'S NAME
Keith D. Moore
SIGNATORY'S POSITION
Director of IP
314-621-5070
Exhibit V, pg. 2
DATE SIGNED
03/30/2016
Exhibit V, pg. 3
Under the Paperwork Reduction Act of 1995 no persons are required to respond to a collection of information unless it displays a valid OMB control number.
PTO Form 1478 (Rev 09/2006)
OMB No. 0651-0009 (Exp 02/28/2018)
Exhibit V, pg. 4
The signatory believes that: if the applicant is filing the application under 15 U.S.C. 1051(a), the applicant is the owner of the
trademark/service mark sought to be registered; the applicant is using the mark in commerce on or in connection with the goods/services in the
application; the specimen(s) shows the mark as used on or in connection with the goods/services in the application; and/or if the applicant filed
an application under 15 U.S.C. 1051(b), 1126(d), and/or 1126(e), the applicant is entitled to use the mark in commerce; the applicant has a
bona fide intention, and is entitled, to use the mark in commerce on or in connection with the goods/services in the application. The signatory
believes that to the best of the signatory's knowledge and belief, no other persons, except, if applicable, concurrent users, have the right to use the
mark in commerce, either in the identical form or in such near resemblance as to be likely, when used on or in connection with the goods/services
of such other persons, to cause confusion or mistake, or to deceive. The signatory being warned that willful false statements and the like are
punishable by fine or imprisonment, or both, under 18 U.S.C. 1001, and that such willful false statements and the like may jeopardize the
validity of the application or any registration resulting therefrom, declares that all statements made of his/her own knowledge are true and all
statements made on information and belief are believed to be true.
Declaration Signature
Signature: /Keith D. Moore/ Date: 03/30/2016
Signatory's Name: Keith D. Moore
Signatory's Position: Director of IP
RAM Sale Number: 86958093
RAM Accounting Date: 03/31/2016
Serial Number: 86958093
Internet Transmission Date: Wed Mar 30 14:02:35 EDT 2016
TEAS Stamp: USPTO/BAS-XXX.XX.XX.XXX-2016033014023501
7326-86958093-550ac8dc7a0798c9a53936fdb1
4c0a69ef3fe2549f45403c43f975f65c342e6-DA
-289-20160329121350434438
Exhibit V, pg. 5
Exhibit V, pg. 6
EXHIBIT W
USPTO Office Action dated July 14, 2016, refusing
U.S. Trademark Application Serial No. 86958109
To:
Subject:
U.S. TRADEMARK APPLICATION NO. 86958109 - POLAR HIGH ROLLER EASY MONEY - 30711TBD
Sent:
7/14/2016 12:06:13 PM
Sent As:
ECOM110@USPTO.GOV
Attachments:
Attachment - 1
Attachment - 2
Attachment - 3
Attachment - 4
Attachment - 5
UNITED STATES PATENT AND TRADEMARK OFFICE (USPTO)
OFFICE ACTION (OFFICIAL LETTER) ABOUT APPLICANTS TRADEMARK APPLICATION
*86958109*
CLICK HERE TO RESPOND TO THIS LETTER:
http://www.uspto.gov/trademarks/teas/response_forms.jsp
OFFICE ACTION
STRICT DEADLINE TO RESPOND TO THIS LETTER
TO AVOID ABANDONMENT OF APPLICANTS TRADEMARK APPLICATION, THE USPTO MUST RECEIVE APPLICANTS
COMPLETE RESPONSE TO THIS LETTER WITHIN 6 MONTHS OF THE ISSUE/MAILING DATE BELOW.
ISSUE/MAILING DATE: 7/14/2016
TEAS PLUS OR TEAS REDUCED FEE (TEAS RF) APPLICANTS TO MAINTAIN LOWER FEE, ADDITIONAL
REQUIREMENTS MUST BE MET, INCLUDING SUBMITTING DOCUMENTS ONLINE: Applicants who filed their application
online using the lower-fee TEAS Plus or TEAS RF application form must (1) file certain documents online using TEAS, including responses to
Office actions (see TMEP 819.02(b), 820.02(b) for a complete list of these documents); (2) maintain a valid e-mail correspondence address;
and (3) agree to receive correspondence from the USPTO by e-mail throughout the prosecution of the application. See 37 C.F.R. 2.22(b),
2.23(b); TMEP 819, 820. TEAS Plus or TEAS RF applicants who do not meet these requirements must submit an additional processing fee of
$50 per international class of goods and/or services. 37 C.F.R. 2.6(a)(1)(v), 2.22(c), 2.23(c); TMEP 819.04, 820.04. However, in certain
situations, TEAS Plus or TEAS RF applicants may respond to an Office action by authorizing an examiners amendment by telephone without
incurring this additional fee.
The referenced application has been reviewed by the assigned trademark examining attorney. Applicant must respond timely and completely to
the issue(s) below. 15 U.S.C. 1062(b); 37 C.F.R. 2.62, 2.65(a); TMEP 711, 718.03.
SUMMARY OF ISSUES:
Likelihood of confusion refusal
Exhibit W, pg. 1
Exhibit W, pg. 2
USPTO
/Sani Khouri/
Examining Attorney
Law Office 110
571-272-5884- Phone
sani.khouri@uspto.gov
TO RESPOND TO THIS LETTER: Go to http://www.uspto.gov/trademarks/teas/response_forms.jsp. Please wait 48-72 hours from the
issue/mailing date before using the Trademark Electronic Application System (TEAS), to allow for necessary system updates of the application.
For technical assistance with online forms, e-mail TEAS@uspto.gov. For questions about the Office action itself, please contact the assigned
trademark examining attorney. E-mail communications will not be accepted as responses to Office actions; therefore, do not respond to
this Office action by e-mail.
All informal e-mail communications relevant to this application will be placed in the official application record.
WHO MUST SIGN THE RESPONSE: It must be personally signed by an individual applicant or someone with legal authority to bind an
applicant (i.e., a corporate officer, a general partner, all joint applicants). If an applicant is represented by an attorney, the attorney must sign the
response.
PERIODICALLY CHECK THE STATUS OF THE APPLICATION: To ensure that applicant does not miss crucial deadlines or official
notices, check the status of the application every three to four months using the Trademark Status and Document Retrieval (TSDR) system at
http://tsdr.uspto.gov/. Please keep a copy of the TSDR status screen. If the status shows no change for more than six months, contact the
Trademark Assistance Center by e-mail at TrademarkAssistanceCenter@uspto.gov or call 1-800-786-9199. For more information on checking
status, see http://www.uspto.gov/trademarks/process/status/.
TO UPDATE CORRESPONDENCE/E-MAIL ADDRESS: Use the TEAS form at http://www.uspto.gov/trademarks/teas/correspondence.jsp.
Exhibit W, pg. 3
Exhibit W, pg. 4
Exhibit W, pg. 5
Exhibit W, pg. 6
Exhibit W, pg. 7
Exhibit W, pg. 8
Exhibit W, pg. 9
To:
Subject:
U.S. TRADEMARK APPLICATION NO. 86958109 - POLAR HIGH ROLLER EASY MONEY - 30711TBD
Sent:
7/14/2016 12:06:14 PM
Sent As:
ECOM110@USPTO.GOV
Attachments:
WARNING
Failure to file the required response by the applicable response deadline will result in the ABANDONMENT of your application. For
more information regarding abandonment, see http://www.uspto.gov/trademarks/basics/abandon.jsp.
PRIVATE COMPANY SOLICITATIONS REGARDING YOUR APPLICATION: Private companies not associated with the USPTO are
using information provided in trademark applications to mail or e-mail trademark-related solicitations. These companies often use names that
closely resemble the USPTO and their solicitations may look like an official government document. Many solicitations require that you pay
fees.
Please carefully review all correspondence you receive regarding this application to make sure that you are responding to an official document
from the USPTO rather than a private company solicitation. All official USPTO correspondence will be mailed only from the United States
Patent and Trademark Office in Alexandria, VA; or sent by e-mail from the domain @uspto.gov. For more information on how to handle
private company solicitations, see http://www.uspto.gov/trademarks/solicitation_warnings.jsp.
Exhibit W, pg. 10
EXHIBIT X
USPTO Office Action dated July 14, 2016, refusing
U.S. Trademark Application Serial No. 86958118
To:
Subject:
U.S. TRADEMARK APPLICATION NO. 86958118 - HOT RED RUBY EASY MONEY JACKPOT 30711-TBD
Sent:
7/14/2016 12:08:00 PM
Sent As:
ECOM110@USPTO.GOV
Attachments:
Attachment - 1
Attachment - 2
Attachment - 3
Attachment - 4
Attachment - 5
UNITED STATES PATENT AND TRADEMARK OFFICE (USPTO)
OFFICE ACTION (OFFICIAL LETTER) ABOUT APPLICANTS TRADEMARK APPLICATION
*86958118*
CLICK HERE TO RESPOND TO THIS LETTER:
http://www.uspto.gov/trademarks/teas/response_forms.jsp
OFFICE ACTION
STRICT DEADLINE TO RESPOND TO THIS LETTER
TO AVOID ABANDONMENT OF APPLICANTS TRADEMARK APPLICATION, THE USPTO MUST RECEIVE APPLICANTS
COMPLETE RESPONSE TO THIS LETTER WITHIN 6 MONTHS OF THE ISSUE/MAILING DATE BELOW.
ISSUE/MAILING DATE: 7/14/2016
TEAS PLUS OR TEAS REDUCED FEE (TEAS RF) APPLICANTS TO MAINTAIN LOWER FEE, ADDITIONAL
REQUIREMENTS MUST BE MET, INCLUDING SUBMITTING DOCUMENTS ONLINE: Applicants who filed their application
online using the lower-fee TEAS Plus or TEAS RF application form must (1) file certain documents online using TEAS, including responses to
Office actions (see TMEP 819.02(b), 820.02(b) for a complete list of these documents); (2) maintain a valid e-mail correspondence address;
and (3) agree to receive correspondence from the USPTO by e-mail throughout the prosecution of the application. See 37 C.F.R. 2.22(b),
2.23(b); TMEP 819, 820. TEAS Plus or TEAS RF applicants who do not meet these requirements must submit an additional processing fee of
$50 per international class of goods and/or services. 37 C.F.R. 2.6(a)(1)(v), 2.22(c), 2.23(c); TMEP 819.04, 820.04. However, in certain
situations, TEAS Plus or TEAS RF applicants may respond to an Office action by authorizing an examiners amendment by telephone without
incurring this additional fee.
The referenced application has been reviewed by the assigned trademark examining attorney. Applicant must respond timely and completely to
the issue(s) below. 15 U.S.C. 1062(b); 37 C.F.R. 2.62, 2.65(a); TMEP 711, 718.03.
SUMMARY OF ISSUES:
Likelihood of confusion refusal
Exhibit X, pg. 1
Exhibit X, pg. 2
USPTO
/Sani Khouri/
Examining Attorney
Law Office 110
571-272-5884- Phone
sani.khouri@uspto.gov
TO RESPOND TO THIS LETTER: Go to http://www.uspto.gov/trademarks/teas/response_forms.jsp. Please wait 48-72 hours from the
issue/mailing date before using the Trademark Electronic Application System (TEAS), to allow for necessary system updates of the application.
For technical assistance with online forms, e-mail TEAS@uspto.gov. For questions about the Office action itself, please contact the assigned
trademark examining attorney. E-mail communications will not be accepted as responses to Office actions; therefore, do not respond to
this Office action by e-mail.
All informal e-mail communications relevant to this application will be placed in the official application record.
WHO MUST SIGN THE RESPONSE: It must be personally signed by an individual applicant or someone with legal authority to bind an
applicant (i.e., a corporate officer, a general partner, all joint applicants). If an applicant is represented by an attorney, the attorney must sign the
response.
PERIODICALLY CHECK THE STATUS OF THE APPLICATION: To ensure that applicant does not miss crucial deadlines or official
notices, check the status of the application every three to four months using the Trademark Status and Document Retrieval (TSDR) system at
http://tsdr.uspto.gov/. Please keep a copy of the TSDR status screen. If the status shows no change for more than six months, contact the
Trademark Assistance Center by e-mail at TrademarkAssistanceCenter@uspto.gov or call 1-800-786-9199. For more information on checking
status, see http://www.uspto.gov/trademarks/process/status/.
TO UPDATE CORRESPONDENCE/E-MAIL ADDRESS: Use the TEAS form at http://www.uspto.gov/trademarks/teas/correspondence.jsp.
Exhibit X, pg. 3
Exhibit X, pg. 4
Exhibit X, pg. 5
Exhibit X, pg. 6
Exhibit X, pg. 7
Exhibit X, pg. 8
Exhibit X, pg. 9
To:
Subject:
U.S. TRADEMARK APPLICATION NO. 86958118 - HOT RED RUBY EASY MONEY JACKPOT 30711-TBD
Sent:
7/14/2016 12:08:01 PM
Sent As:
ECOM110@USPTO.GOV
Attachments:
WARNING
Failure to file the required response by the applicable response deadline will result in the ABANDONMENT of your application. For
more information regarding abandonment, see http://www.uspto.gov/trademarks/basics/abandon.jsp.
PRIVATE COMPANY SOLICITATIONS REGARDING YOUR APPLICATION: Private companies not associated with the USPTO are
using information provided in trademark applications to mail or e-mail trademark-related solicitations. These companies often use names that
closely resemble the USPTO and their solicitations may look like an official government document. Many solicitations require that you pay
fees.
Please carefully review all correspondence you receive regarding this application to make sure that you are responding to an official document
from the USPTO rather than a private company solicitation. All official USPTO correspondence will be mailed only from the United States
Patent and Trademark Office in Alexandria, VA; or sent by e-mail from the domain @uspto.gov. For more information on how to handle
private company solicitations, see http://www.uspto.gov/trademarks/solicitation_warnings.jsp.
Exhibit X, pg. 10
EXHIBIT Y
USPTO Office Action dated June 1, 2016, refusing
U.S. Trademark Application Serial No. 86958097
To:
Subject:
U.S. TRADEMARK APPLICATION NO. 86958097 - LUCKY DUCKY EASY MONEY JACKPOT 30711-TBD
Sent:
6/1/2016 9:35:07 AM
Sent As:
ECOM112@USPTO.GOV
Attachments:
Attachment - 1
Attachment - 2
Attachment - 3
Attachment - 4
Attachment - 5
Attachment - 6
Attachment - 7
Attachment - 8
Attachment - 9
Attachment - 10
Attachment - 11
Attachment - 12
UNITED STATES PATENT AND TRADEMARK OFFICE (USPTO)
OFFICE ACTION (OFFICIAL LETTER) ABOUT APPLICANTS TRADEMARK APPLICATION
CORRESPONDENT ADDRESS:
COURTNEY JACKSON
ARMSTRONG TEASDALE LLP
*86958097*
CLICK HERE TO RESPOND TO THIS LETTER:
http://www.uspto.gov/trademarks/teas/response_forms.jsp
CORRESPONDENTS REFERENCE/DOCKET NO :
30711-TBD
CORRESPONDENT E-MAIL ADDRESS:
iptm@armstrongteasdale.com
OFFICE ACTION
STRICT DEADLINE TO RESPOND TO THIS LETTER
TO AVOID ABANDONMENT OF APPLICANTS TRADEMARK APPLICATION, THE USPTO MUST RECEIVE APPLICANTS
COMPLETE RESPONSE TO THIS LETTER WITHIN 6 MONTHS OF THE ISSUE/MAILING DATE BELOW.
Exhibit Y, pg. 1
The referenced application has been reviewed by the assigned trademark examining attorney. Applicant must respond timely and completely to
the issue(s) below. 15 U.S.C. 1062(b); 37 C.F.R. 2.62(a), 2.65(a); TMEP 711, 718.03.
Registration of the applied-for mark LUCKY DUCKY EASY MONEY JACKPOT is refused because of a likelihood of confusion with the
marks in U.S. Registration Nos. 3004885 for DOUBLE EASY MONEY & 3399131 for SUPER EASY MONEY. Trademark Act Section 2(d),
15 U.S.C. 1052(d); see TMEP 1207.01 et seq. See the attached registrations.
Trademark Act Section 2(d) bars registration of an applied-for mark that so resembles a registered mark that it is likely a potential consumer
would be confused, mistaken, or deceived as to the source of the goods and/or services of the applicant and registrant. See 15 U.S.C. 1052(d).
A determination of likelihood of confusion under Section 2(d) is made on a case-by case basis and the factors set forth in In re E. I. du Pont de
Nemours & Co., 476 F.2d 1357, 1361, 177 USPQ 563, 567 (C.C.P.A. 1973) aid in this determination. Citigroup Inc. v. Capital City Bank Grp.,
Inc., 637 F.3d 1344, 1349, 98 USPQ2d 1253, 1256 (Fed. Cir. 2011) (citing On-Line Careline, Inc. v. Am. Online, Inc., 229 F.3d 1080, 1085, 56
USPQ2d 1471, 1474 (Fed. Cir. 2000)). Not all the du Pont factors, however, are necessarily relevant or of equal weight, and any one of the
factors may control in a given case, depending upon the evidence of record. Citigroup Inc. v. Capital City Bank Grp., Inc., 637 F.3d at 1355, 98
USPQ2d at 1260; In re Majestic Distilling Co., 315 F.3d 1311, 1315, 65 USPQ2d 1201, 1204 (Fed. Cir. 2003); see In re E. I. du Pont de
Nemours & Co., 476 F.2d at 1361-62, 177 USPQ at 567.
In this case, the marks may be confusingly similar in appearance because identical terms or phrases appear in the compared marks and create a
similar overall commercial impression. See Crocker Natl Bank v. Canadian Imperial Bank of Commerce , 228 USPQ 689, 690-91 (TTAB
1986), affd sub nom. Canadian Imperial Bank of Commerce v. Wells Fargo Bank, Natl Assn , 811 F.2d 1490, 1495, 1 USPQ2d 1813, 1817
(Fed. Cir. 1987) (finding COMMCASH and COMMUNICASH confusingly similar); In re Corning Glass Works, 229 USPQ 65, 66 (TTAB
1985) (finding CONFIRM and CONFIRMCELLS confusingly similar); In re Pellerin Milnor Corp., 221 USPQ 558, 560 (TTAB 1983) (finding
MILTRON and MILLTRONICS confusingly similar); TMEP 1207.01(b)(ii)-(iii). Specifically, the marks each incorporate the identical terms
EASY MONEY.
Indeed, it appears applicant has merely added its house mark LUCKY DUCKY onto the registered mark. Adding a house mark to an otherwise
confusingly similar mark will not obviate a likelihood of confusion under Section 2(d). See In re Fiesta Palms LLC, 85 USPQ2d 1360, 1366-67
(TTAB 2007) (finding CLUB PALMS MVP and MVP confusingly similar); In re Christian Dior, S.A., 225 USPQ 533, 534 (TTAB 1985)
(finding LE CACHET DE DIOR and CACHET confusingly similar); TMEP 1207.01(b)(iii). It is likely that goods and/or services sold under
these marks would be attributed to the same source. See In re Chica, Inc., 84 USPQ2d 1845, 1848-49 (TTAB 2007). Accordingly, in the present
case, the marks are confusingly similar.
Applicants goods include gaming devices, namely, gaming machines, bingo machines, with or without video output. The registrants goods
include, inter alia, gaming devices, namely, gaming machines for use in gaming establishments and gaming machines that generate or
display wager outcomes.
The parties goods need not be identical or even competitive to find a likelihood of confusion. See On-line Careline Inc. v. Am. Online Inc., 229
F.3d 1080, 1086, 56 USPQ2d 1471, 1475 (Fed. Cir. 2000); Recot, Inc. v. Becton, 214 F.3d 1322, 1329, 54 USPQ2d 1894, 1898 (Fed. Cir. 2000)
([E]ven if the goods in question are different from, and thus not related to, one another in kind, the same goods can be related in the mind of the
consuming public as to the origin of the goods.); TMEP 1207.01(a)(i). The goods need only be related in some manner and/or if the
circumstances surrounding their marketing [be] such that they could give rise to the mistaken belief that [the goods and/or services] emanate
from the same source. Coach Servs., Inc. v. Triumph Learning LLC, 668 F.3d 1356, 1369, 101 USPQ2d 1713, 1722 (Fed. Cir. 2012) (quoting
7-Eleven Inc. v. Wechsler, 83 USPQ2d 1715, 1724 (TTAB 2007)); TMEP 1207.01(a)(i).
In this case, the goods, in particular gaming machines are identical and directly competitive. Where the goods of an applicant and registrant are
identical or virtually identical, the degree of similarity between the marks required to support a finding of likelihood of confusion is not as great
as in the case of diverse goods and/or services. See In re Bay State Brewing Co., 117 USPQ2d 1958, 1960 (TTAB 2016) (citing Coach Servs.,
Inc. v. Triumph Learning LLC, 668 F.3d 1356, 1368, 101 USPQ2d 1713, 1721 (Fed. Cir. 2012)); United Global Media Grp., Inc. v. Tseng, 112
USPQ2d 1039, 1049 (TTAB 2014) (quoting Century 21 Real Estate Corp. v. Century Life of Am., 970 F.2d 874, 877, 23 USPQ2d 1698, 1701
(Fed. Cir. 1992)); TMEP 1207.01(b).
Exhibit Y, pg. 2
If applicant responds to the refusal(s), applicant must also respond to the requirement(s) set forth below.
Applicant must disclaim the wording JACKPOT because it merely describes a quality, characteristic, function, feature, purpose, or use of
applicants gaming machines, and thus is an unregistrable component of the mark. See 15 U.S.C. 1052(e)(1), 1056(a); DuoProSS Meditech
Corp. v. Inviro Med. Devices, Ltd., 695 F.3d 1247, 1251, 103 USPQ2d 1753, 1755 (Fed. Cir. 2012) (quoting In re Oppedahl & Larson LLP, 373
F.3d 1171, 1173, 71 USPQ2d 1370, 1371 (Fed. Cir. 2004)); TMEP 1213, 1213.03(a).
The attached evidence shows that JACKPOT means a large amount of money won in a game of chance. Applicants goods include gaming
machine which may net players a jackpot. Therefore, the wording JACKPOT merely describes a quality, feature or use of the gaming machines
and must be disclaimed.
An applicant may not claim exclusive rights to terms that others may need to use to describe their goods and/or services in the marketplace. See
Dena Corp. v. Belvedere Intl, Inc. , 950 F.2d 1555, 1560, 21 USPQ2d 1047, 1051 (Fed. Cir. 1991); In re Aug. Storck KG, 218 USPQ 823, 825
(TTAB 1983). A disclaimer of unregistrable matter does not affect the appearance of the mark; that is, a disclaimer does not physically remove
the disclaimed matter from the mark. See Schwarzkopf v. John H. Breck, Inc., 340 F.2d 978, 978, 144 USPQ 433, 433 (C.C.P.A. 1965); TMEP
1213.
If applicant does not provide the required disclaimer, the USPTO may refuse to register the entire mark. See In re Stereotaxis Inc., 429 F.3d
1039, 1040-41, 77 USPQ2d 1087, 1088-89 (Fed. Cir. 2005); TMEP 1213.01(b).
No claim is made to the exclusive right to use JACKPOT apart from the mark as shown.
For an overview of disclaimers and instructions on how to satisfy this disclaimer requirement online using the Trademark Electronic Application
System (TEAS) form, please go to http://www.uspto.gov/trademarks/law/disclaimer.jsp.
TEAS PLUS OR TEAS REDUCED FEE (TEAS RF) APPLICANTS TO MAINTAIN LOWER FEE, ADDITIONAL
REQUIREMENTS MUST BE MET, INCLUDING SUBMITTING DOCUMENTS ONLINE: Applicants who filed their application
online using the lower-fee TEAS Plus or TEAS RF application form must (1) file certain documents online using TEAS, including responses to
Office actions (see TMEP 819.02(b), 820.02(b) for a complete list of these documents); (2) maintain a valid e-mail correspondence address;
and (3) agree to receive correspondence from the USPTO by e-mail throughout the prosecution of the application. See 37 C.F.R. 2.22(b),
2.23(b); TMEP 819, 820. TEAS Plus or TEAS RF applicants who do not meet these requirements must submit an additional processing fee of
$50 per international class of goods and/or services. 37 C.F.R. 2.6(a)(1)(v), 2.22(c), 2.23(c); TMEP 819.04, 820.04. However, in certain
situations, TEAS Plus or TEAS RF applicants may respond to an Office action by authorizing an examiners amendment by telephone without
incurring this additional fee.
Exhibit Y, pg. 3
TO RESPOND TO THIS LETTER: Go to http://www.uspto.gov/trademarks/teas/response_forms.jsp. Please wait 48-72 hours from the
issue/mailing date before using the Trademark Electronic Application System (TEAS), to allow for necessary system updates of the application.
For technical assistance with online forms, e-mail TEAS@uspto.gov. For questions about the Office action itself, please contact the assigned
trademark examining attorney. E-mail communications will not be accepted as responses to Office actions; therefore, do not respond to
this Office action by e-mail.
All informal e-mail communications relevant to this application will be placed in the official application record.
WHO MUST SIGN THE RESPONSE: It must be personally signed by an individual applicant or someone with legal authority to bind an
applicant (i.e., a corporate officer, a general partner, all joint applicants). If an applicant is represented by an attorney, the attorney must sign the
response.
PERIODICALLY CHECK THE STATUS OF THE APPLICATION: To ensure that applicant does not miss crucial deadlines or official
notices, check the status of the application every three to four months using the Trademark Status and Document Retrieval (TSDR) system at
http://tsdr.uspto.gov/. Please keep a copy of the TSDR status screen. If the status shows no change for more than six months, contact the
Trademark Assistance Center by e-mail at TrademarkAssistanceCenter@uspto.gov or call 1-800-786-9199. For more information on checking
status, see http://www.uspto.gov/trademarks/process/status/.
Exhibit Y, pg. 4
Exhibit Y, pg. 5
Exhibit Y, pg. 6
Exhibit Y, pg. 7
Exhibit Y, pg. 8
Exhibit Y, pg. 9
Exhibit Y, pg. 10
Exhibit Y, pg. 11
Exhibit Y, pg. 12
Exhibit Y, pg. 13
Exhibit Y, pg. 14
Exhibit Y, pg. 15
Exhibit Y, pg. 16
To:
Subject:
U.S. TRADEMARK APPLICATION NO. 86958097 - LUCKY DUCKY EASY MONEY JACKPOT 30711-TBD
Sent:
6/1/2016 9:35:09 AM
Sent As:
ECOM112@USPTO.GOV
Attachments:
(1) TO READ THE LETTER: Click on this link or go to http://tsdr.uspto.gov, enter the U.S. application serial number, and click on
Documents.
The Office action may not be immediately viewable, to allow for necessary system updates of the application, but will be available within 24
hours of this e-mail notification.
(2) TIMELY RESPONSE IS REQUIRED: Please carefully review the Office action to determine (1) how to respond, and (2) the applicable
response time period. Your response deadline will be calculated from 6/1/2016 (or sooner if specified in the Office action). For information
regarding response time periods, see http://www.uspto.gov/trademarks/process/status/responsetime.jsp.
Do NOT hit Reply to this e-mail notification, or otherwise e-mail your response because the USPTO does NOT accept e-mails as
responses to Office actions. Instead, the USPTO recommends that you respond online using the Trademark Electronic Application System
(TEAS) response form located at http://www.uspto.gov/trademarks/teas/response_forms.jsp.
(3) QUESTIONS: For questions about the contents of the Office action itself, please contact the assigned trademark examining attorney. For
technical assistance in accessing or viewing the Office action in the Trademark Status and Document Retrieval (TSDR) system, please e-mail
TSDR@uspto.gov.
WARNING
Failure to file the required response by the applicable response deadline will result in the ABANDONMENT of your application. For
more information regarding abandonment, see http://www.uspto.gov/trademarks/basics/abandon.jsp.
PRIVATE COMPANY SOLICITATIONS REGARDING YOUR APPLICATION: Private companies not associated with the USPTO are
using information provided in trademark applications to mail or e-mail trademark-related solicitations. These companies often use names that
Exhibit Y, pg. 17
Please carefully review all correspondence you receive regarding this application to make sure that you are responding to an official document
from the USPTO rather than a private company solicitation. All official USPTO correspondence will be mailed only from the United States
Patent and Trademark Office in Alexandria, VA; or sent by e-mail from the domain @uspto.gov. For more information on how to handle
private company solicitations, see http://www.uspto.gov/trademarks/solicitation_warnings.jsp.
Exhibit Y, pg. 18
EXHIBIT Z
USPTO Office Action dated June 1, 2016, refusing
U.S. Trademark Application Serial No. 86958093
To:
Subject:
U.S. TRADEMARK APPLICATION NO. 86958093 - MR. MONEY BAGS EASY MONEY JACKPOT 30711-TBD
Sent:
6/1/2016 9:36:17 AM
Sent As:
ECOM112@USPTO.GOV
Attachments:
Attachment - 1
Attachment - 2
Attachment - 3
Attachment - 4
Attachment - 5
Attachment - 6
Attachment - 7
Attachment - 8
Attachment - 9
Attachment - 10
Attachment - 11
Attachment - 12
UNITED STATES PATENT AND TRADEMARK OFFICE (USPTO)
OFFICE ACTION (OFFICIAL LETTER) ABOUT APPLICANTS TRADEMARK APPLICATION
CORRESPONDENT ADDRESS:
COURTNEY JACKSON
ARMSTRONG TEASDALE LLP
*86958093*
CLICK HERE TO RESPOND TO THIS LETTER:
http://www.uspto.gov/trademarks/teas/response_forms.jsp
CORRESPONDENTS REFERENCE/DOCKET NO :
30711-TBD
CORRESPONDENT E-MAIL ADDRESS:
iptm@armstrongteasdale.com
OFFICE ACTION
STRICT DEADLINE TO RESPOND TO THIS LETTER
TO AVOID ABANDONMENT OF APPLICANTS TRADEMARK APPLICATION, THE USPTO MUST RECEIVE APPLICANTS
COMPLETE RESPONSE TO THIS LETTER WITHIN 6 MONTHS OF THE ISSUE/MAILING DATE BELOW.
Exhibit Z, pg. 1
The referenced application has been reviewed by the assigned trademark examining attorney. Applicant must respond timely and completely to
the issue(s) below. 15 U.S.C. 1062(b); 37 C.F.R. 2.62(a), 2.65(a); TMEP 711, 718.03.
Registration of the applied-for mark MR. MONEY BAGS EASY MONEY JACKPOT is refused because of a likelihood of confusion with the
marks in U.S. Registration Nos. 3004885 for DOUBLE EASY MONEY & 3399131 for SUPER EASY MONEY. Trademark Act Section 2(d),
15 U.S.C. 1052(d); see TMEP 1207.01 et seq. See the attached registrations.
Trademark Act Section 2(d) bars registration of an applied-for mark that so resembles a registered mark that it is likely a potential consumer
would be confused, mistaken, or deceived as to the source of the goods and/or services of the applicant and registrant. See 15 U.S.C. 1052(d).
A determination of likelihood of confusion under Section 2(d) is made on a case-by case basis and the factors set forth in In re E. I. du Pont de
Nemours & Co., 476 F.2d 1357, 1361, 177 USPQ 563, 567 (C.C.P.A. 1973) aid in this determination. Citigroup Inc. v. Capital City Bank Grp.,
Inc., 637 F.3d 1344, 1349, 98 USPQ2d 1253, 1256 (Fed. Cir. 2011) (citing On-Line Careline, Inc. v. Am. Online, Inc., 229 F.3d 1080, 1085, 56
USPQ2d 1471, 1474 (Fed. Cir. 2000)). Not all the du Pont factors, however, are necessarily relevant or of equal weight, and any one of the
factors may control in a given case, depending upon the evidence of record. Citigroup Inc. v. Capital City Bank Grp., Inc., 637 F.3d at 1355, 98
USPQ2d at 1260; In re Majestic Distilling Co., 315 F.3d 1311, 1315, 65 USPQ2d 1201, 1204 (Fed. Cir. 2003); see In re E. I. du Pont de
Nemours & Co., 476 F.2d at 1361-62, 177 USPQ at 567.
In this case, the marks may be confusingly similar in appearance because identical terms or phrases appear in the compared marks and create a
similar overall commercial impression. See Crocker Natl Bank v. Canadian Imperial Bank of Commerce , 228 USPQ 689, 690-91 (TTAB
1986), affd sub nom. Canadian Imperial Bank of Commerce v. Wells Fargo Bank, Natl Assn , 811 F.2d 1490, 1495, 1 USPQ2d 1813, 1817
(Fed. Cir. 1987) (finding COMMCASH and COMMUNICASH confusingly similar); In re Corning Glass Works, 229 USPQ 65, 66 (TTAB
1985) (finding CONFIRM and CONFIRMCELLS confusingly similar); In re Pellerin Milnor Corp., 221 USPQ 558, 560 (TTAB 1983) (finding
MILTRON and MILLTRONICS confusingly similar); TMEP 1207.01(b)(ii)-(iii). Specifically, the marks each incorporate the identical terms
EASY MONEY.
Indeed, it appears applicant has merely added its house mark MR. MONEY BAGS onto the registered mark. Adding a house mark to an
otherwise confusingly similar mark will not obviate a likelihood of confusion under Section 2(d). See In re Fiesta Palms LLC, 85 USPQ2d 1360,
1366-67 (TTAB 2007) (finding CLUB PALMS MVP and MVP confusingly similar); In re Christian Dior, S.A., 225 USPQ 533, 534 (TTAB
1985) (finding LE CACHET DE DIOR and CACHET confusingly similar); TMEP 1207.01(b)(iii). It is likely that goods and/or services sold
under these marks would be attributed to the same source. See In re Chica, Inc., 84 USPQ2d 1845, 1848-49 (TTAB 2007). Accordingly, in the
present case, the marks are confusingly similar.
Applicants goods include gaming devices, namely, gaming machines, bingo machines, with or without video output. The registrants goods
include, inter alia, gaming devices, namely, gaming machines for use in gaming establishments and gaming machines that generate or
display wager outcomes.
The parties goods need not be identical or even competitive to find a likelihood of confusion. See On-line Careline Inc. v. Am. Online Inc., 229
F.3d 1080, 1086, 56 USPQ2d 1471, 1475 (Fed. Cir. 2000); Recot, Inc. v. Becton, 214 F.3d 1322, 1329, 54 USPQ2d 1894, 1898 (Fed. Cir. 2000)
([E]ven if the goods in question are different from, and thus not related to, one another in kind, the same goods can be related in the mind of the
consuming public as to the origin of the goods.); TMEP 1207.01(a)(i). The goods need only be related in some manner and/or if the
circumstances surrounding their marketing [be] such that they could give rise to the mistaken belief that [the goods and/or services] emanate
from the same source. Coach Servs., Inc. v. Triumph Learning LLC, 668 F.3d 1356, 1369, 101 USPQ2d 1713, 1722 (Fed. Cir. 2012) (quoting
7-Eleven Inc. v. Wechsler, 83 USPQ2d 1715, 1724 (TTAB 2007)); TMEP 1207.01(a)(i).
In this case, the goods, in particular gaming machines are identical and directly competitive. Where the goods of an applicant and registrant are
identical or virtually identical, the degree of similarity between the marks required to support a finding of likelihood of confusion is not as great
as in the case of diverse goods and/or services. See In re Bay State Brewing Co., 117 USPQ2d 1958, 1960 (TTAB 2016) (citing Coach Servs.,
Inc. v. Triumph Learning LLC, 668 F.3d 1356, 1368, 101 USPQ2d 1713, 1721 (Fed. Cir. 2012)); United Global Media Grp., Inc. v. Tseng, 112
USPQ2d 1039, 1049 (TTAB 2014) (quoting Century 21 Real Estate Corp. v. Century Life of Am., 970 F.2d 874, 877, 23 USPQ2d 1698, 1701
(Fed. Cir. 1992)); TMEP 1207.01(b).
Exhibit Z, pg. 2
If applicant responds to the refusal(s), applicant must also respond to the requirement(s) set forth below.
Applicant must disclaim the wording JACKPOT because it merely describes a quality, characteristic, function, feature, purpose, or use of
applicants gaming machines, and thus is an unregistrable component of the mark. See 15 U.S.C. 1052(e)(1), 1056(a); DuoProSS Meditech
Corp. v. Inviro Med. Devices, Ltd., 695 F.3d 1247, 1251, 103 USPQ2d 1753, 1755 (Fed. Cir. 2012) (quoting In re Oppedahl & Larson LLP, 373
F.3d 1171, 1173, 71 USPQ2d 1370, 1371 (Fed. Cir. 2004)); TMEP 1213, 1213.03(a).
The attached evidence shows that JACKPOT means a large amount of money won in a game of chance. Applicants goods include gaming
machine which may net players a jackpot. Therefore, the wording JACKPOT merely describes a quality, feature or use of the gaming machines
and must be disclaimed.
An applicant may not claim exclusive rights to terms that others may need to use to describe their goods and/or services in the marketplace. See
Dena Corp. v. Belvedere Intl, Inc. , 950 F.2d 1555, 1560, 21 USPQ2d 1047, 1051 (Fed. Cir. 1991); In re Aug. Storck KG, 218 USPQ 823, 825
(TTAB 1983). A disclaimer of unregistrable matter does not affect the appearance of the mark; that is, a disclaimer does not physically remove
the disclaimed matter from the mark. See Schwarzkopf v. John H. Breck, Inc., 340 F.2d 978, 978, 144 USPQ 433, 433 (C.C.P.A. 1965); TMEP
1213.
If applicant does not provide the required disclaimer, the USPTO may refuse to register the entire mark. See In re Stereotaxis Inc., 429 F.3d
1039, 1040-41, 77 USPQ2d 1087, 1088-89 (Fed. Cir. 2005); TMEP 1213.01(b).
No claim is made to the exclusive right to use JACKPOT apart from the mark as shown.
For an overview of disclaimers and instructions on how to satisfy this disclaimer requirement online using the Trademark Electronic Application
System (TEAS) form, please go to http://www.uspto.gov/trademarks/law/disclaimer.jsp.
TEAS PLUS OR TEAS REDUCED FEE (TEAS RF) APPLICANTS TO MAINTAIN LOWER FEE, ADDITIONAL
REQUIREMENTS MUST BE MET, INCLUDING SUBMITTING DOCUMENTS ONLINE: Applicants who filed their application
online using the lower-fee TEAS Plus or TEAS RF application form must (1) file certain documents online using TEAS, including responses to
Office actions (see TMEP 819.02(b), 820.02(b) for a complete list of these documents); (2) maintain a valid e-mail correspondence address;
and (3) agree to receive correspondence from the USPTO by e-mail throughout the prosecution of the application. See 37 C.F.R. 2.22(b),
2.23(b); TMEP 819, 820. TEAS Plus or TEAS RF applicants who do not meet these requirements must submit an additional processing fee of
$50 per international class of goods and/or services. 37 C.F.R. 2.6(a)(1)(v), 2.22(c), 2.23(c); TMEP 819.04, 820.04. However, in certain
situations, TEAS Plus or TEAS RF applicants may respond to an Office action by authorizing an examiners amendment by telephone without
incurring this additional fee.
Exhibit Z, pg. 3
TO RESPOND TO THIS LETTER: Go to http://www.uspto.gov/trademarks/teas/response_forms.jsp. Please wait 48-72 hours from the
issue/mailing date before using the Trademark Electronic Application System (TEAS), to allow for necessary system updates of the application.
For technical assistance with online forms, e-mail TEAS@uspto.gov. For questions about the Office action itself, please contact the assigned
trademark examining attorney. E-mail communications will not be accepted as responses to Office actions; therefore, do not respond to
this Office action by e-mail.
All informal e-mail communications relevant to this application will be placed in the official application record.
WHO MUST SIGN THE RESPONSE: It must be personally signed by an individual applicant or someone with legal authority to bind an
applicant (i.e., a corporate officer, a general partner, all joint applicants). If an applicant is represented by an attorney, the attorney must sign the
response.
PERIODICALLY CHECK THE STATUS OF THE APPLICATION: To ensure that applicant does not miss crucial deadlines or official
notices, check the status of the application every three to four months using the Trademark Status and Document Retrieval (TSDR) system at
http://tsdr.uspto.gov/. Please keep a copy of the TSDR status screen. If the status shows no change for more than six months, contact the
Trademark Assistance Center by e-mail at TrademarkAssistanceCenter@uspto.gov or call 1-800-786-9199. For more information on checking
status, see http://www.uspto.gov/trademarks/process/status/.
Exhibit Z, pg. 4
Exhibit Z, pg. 5
Exhibit Z, pg. 6
Exhibit Z, pg. 7
Exhibit Z, pg. 8
Exhibit Z, pg. 9
Exhibit Z, pg. 10
Exhibit Z, pg. 11
Exhibit Z, pg. 12
Exhibit Z, pg. 13
Exhibit Z, pg. 14
Exhibit Z, pg. 15
Exhibit Z, pg. 16
To:
Subject:
U.S. TRADEMARK APPLICATION NO. 86958093 - MR. MONEY BAGS EASY MONEY JACKPOT 30711-TBD
Sent:
6/1/2016 9:36:19 AM
Sent As:
ECOM112@USPTO.GOV
Attachments:
(1) TO READ THE LETTER: Click on this link or go to http://tsdr.uspto.gov, enter the U.S. application serial number, and click on
Documents.
The Office action may not be immediately viewable, to allow for necessary system updates of the application, but will be available within 24
hours of this e-mail notification.
(2) TIMELY RESPONSE IS REQUIRED: Please carefully review the Office action to determine (1) how to respond, and (2) the applicable
response time period. Your response deadline will be calculated from 6/1/2016 (or sooner if specified in the Office action). For information
regarding response time periods, see http://www.uspto.gov/trademarks/process/status/responsetime.jsp.
Do NOT hit Reply to this e-mail notification, or otherwise e-mail your response because the USPTO does NOT accept e-mails as
responses to Office actions. Instead, the USPTO recommends that you respond online using the Trademark Electronic Application System
(TEAS) response form located at http://www.uspto.gov/trademarks/teas/response_forms.jsp.
(3) QUESTIONS: For questions about the contents of the Office action itself, please contact the assigned trademark examining attorney. For
technical assistance in accessing or viewing the Office action in the Trademark Status and Document Retrieval (TSDR) system, please e-mail
TSDR@uspto.gov.
WARNING
Failure to file the required response by the applicable response deadline will result in the ABANDONMENT of your application. For
more information regarding abandonment, see http://www.uspto.gov/trademarks/basics/abandon.jsp.
PRIVATE COMPANY SOLICITATIONS REGARDING YOUR APPLICATION: Private companies not associated with the USPTO are
using information provided in trademark applications to mail or e-mail trademark-related solicitations. These companies often use names that
Exhibit Z, pg. 17
Please carefully review all correspondence you receive regarding this application to make sure that you are responding to an official document
from the USPTO rather than a private company solicitation. All official USPTO correspondence will be mailed only from the United States
Patent and Trademark Office in Alexandria, VA; or sent by e-mail from the domain @uspto.gov. For more information on how to handle
private company solicitations, see http://www.uspto.gov/trademarks/solicitation_warnings.jsp.
Exhibit Z, pg. 18