As required by ASC 805, Business Combinations, the following unaudited pro forma statements of operations for the three months ended March 31, 2014 give effect to the Bally acquisition as if it had been completed on January 1, 2014. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the period presented had the Bally acquisition been completed on January 1, 2014. In addition, the unaudited pro forma financial information does not purport to project future operating results. This information is preliminary in nature and subject to change based on final purchase price adjustments. The pro forma statements of operations do not reflect: (1) any anticipated synergies (or anticipated costs to achieve synergies) or (2) the impact of non-recurring items directly related to the Bally acquisition.



	Three Months Ended March 31, 2014
Revenue from Consolidated Statements of Operations and Comprehensive Loss	$	388.1
Add: Bally revenue not reflected in Consolidated Statements of Operations and Comprehensive Loss	346.9
Unaudited pro forma revenue	$	735.0



	Three Months Ended March 31, 2014
Net loss from Consolidated Statements of Operations and Comprehensive Loss	$	(45.0	)
Add: Bally net income not reflected in Consolidated Statements of Operations and Comprehensive Loss adjusted by pro forma adjustments (1), (2), (3) and (4) below	(35.6		)
Unaudited pro forma net loss	$	(80.6	)

Unaudited pro forma amounts reflect the following adjustments:

(1) An adjustment to reflect additional D&A of $30.3 million for the three months ended March 31, 2014 associated with the fair value of the tangible and intangible assets acquired in the Bally acquisition that would have been incurred assuming the fair value adjustments had been applied on January 1, 2014.

(2) An adjustment to reflect lower costs of sales of $2.2 million related to the reversal of the impact of purchase accounting adjustments on the carrying value of SHFL's finished goods inventory made in connection with Bally’s acquisition of SHFL.

(3) An adjustment to reflect additional interest expense of $77.5 million for three months ended March 31, 2014, that would have been incurred assuming the financing transactions relating to the Bally acquisition were completed as of January 1, 2014.

(4) An adjustment of $39.8 million to tax effect the pre-tax pro forma adjustments listed above, calculated based on the statutory rates in effect in each significant jurisdiction for the three months ended March 31, 2014. This rate does not reflect the Company’s effective tax rate, which includes other tax items, such as state and foreign taxes, as well as other tax charges or benefits, and does not take into account any historical or possible future tax events that may impact the Company.