UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. 1. Name and Address of Reporting Person(s) MATHEWSON, CHARLES 9295 Prototype Drive Reno, NV 89521 2. Issuer Name and Ticker or Trading Symbol INTERNATIONAL GAME TECHNOLOGY (IGT) 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) 4. Statement for Month/Day/Year 12/26/2002 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X] Director [ ] 10% Owner [ ] Officer (give title below) [ ] Other (specify below) Chairman 7. Individual or Joint/Group Filing (Check Applicable Line) [X] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned -------------------------------------------------------------------------------------------------------------------------------- 1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of action action or Disposed of (D) Securities Indirect Date Code A Beneficially D Beneficial (Month/ or Owned Following or Ownership Day/Year) Code V Amount D Price Reported Transactions(s) I -------------------------------------------------------------------------------------------------------------------------------- Common Stock 700,000 I by Partnership Common Stock 12/26/02 G 40,000 D 1,598,163 I by Trust (1) Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6) ------------------------------------------------------------------------------------------------------------------------------------ 1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and Security or Exercise action action Securities Acquired (A) Expiration Date Price of Date Code or Disposed of (D) Derivative Security Code V A D Exercisable Expiration ------------------------------------------------------------------------------------------------------------------------------------ Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11) ------------------------------------------------------------------------------------------------------------------------------------ 1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of Security action of Underlying of Deri- Derivative Indirect Date Securities vative Securities D Beneficial Amount or Security Beneficially or Ownership Number of Owned at I - Title Shares End of Month ------------------------------------------------------------------------------------------------------------------------------------ Explanation of Responses: (1) Charles N. Mathewson Trust Dated 7/22/92. SIGNATURE OF REPORTING PERSON /S/ MATHEWSON, CHARLES ---------------------- Charles Mathewson DATE: 12/26/2002 POWER OF ATTORNEY For Executing Forms 3, 4, 5 and Form 144 Know all by these presents, that the undersigned hereby constitutes and appoints each J. Kenneth Creighton and Virginia Williams, signing singly, his true and lawful attorney-in-fact to: 1) Execute for and on behalf of the undersigned Forms 3, 4 and 5 and Form 144 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and Rule 144 of the Securities Act of 1933 and the rules thereunder; 2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4, 5 or Form 144 and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and 3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, or in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion. The undersigned hereby grants to each such attorney-in-fact, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of October 2000. /S/ Charles Mathewson --------------------------- Charles Mathewson Signature Charles Mathewson Print Name