Item 2.02. Results of Operations and Financial Condition.

On August 9, 2022, Light & Wonder, Inc. (the "Company") issued a press release announcing, among other things, results for the three and six months ended June 30, 2022. A copy of the press release that will be discussed on the Company's earnings call is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company's press release, in addition to containing results that are determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"), contains certain "non-GAAP financial measures" as that term is defined by the rules of the Securities and Exchange Commission (the "SEC"). The Company's press release includes the most directly comparable financial measures calculated and presented in accordance with GAAP, information reconciling the non-GAAP financial measures to the most directly comparable GAAP financial measures, a statement disclosing the reasons why the Company's management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding the Company's financial condition and results of operations, and a statement disclosing the additional purposes for which the Company's management uses the non-GAAP financial measures. The non-GAAP financial measures used in the press release should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with GAAP. The non-GAAP financial measures as defined in the press release may differ from similarly titled measures presented by other companies. The non-GAAP financial measures, as well as other information in the press release, should be read in conjunction with the Company's financial statements filed with the SEC.

The information contained under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On August 4, 2022, the Board of Directors (the "Board") of the Company elected Stephen Morro as a director of the Company, effective August 9, 2022.

Mr. Morro served as a non-executive director of Aristocrat Leisure Limited from 2010 to 2020, including as Lead U.S. Director. From 1988 to 2010, Mr. Morro held various roles at International Game Technology PLC, including as President, North American Gaming Division, and Chief Operating Officer, from 2005 to 2007 and 2007 to 2008, respectively. Mr. Morro has over thirty years of experience in the highly regulated gaming industry as a supplier, operator and regulator.

Mr. Morro will be eligible to participate in all compensation plans applicable to non-employee members of the Board, including annual retainers and equity-based compensation (as described in the Company's proxy statement filed with the Securities and Exchange Commission on April 29, 2022). In connection with joining the Board, Mr. Morro will receive stock options for 10,000 shares of the Company's common stock, which will have a four-year vesting schedule and an exercise price based on the average of the high and low sales prices of the Company's common stock on the trading day immediately prior to the grant date. As additional compensation for joining the Board, in light of the business opportunities and associated compensation that Mr. Morro had to forgo, Mr. Morro will also receive $400,000 of restricted stock units ("RSUs"), with such RSUs vesting immediately at the grant date.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

   Exhibit
     No.             Description
     99.1              Press Release of the Company, dated August 9, 2022.

     104             Cover Page Interactive Data File - the cover page XBRL tags are embedded
                     within the Inline XBRL document.

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