Financial Information for Guarantor Subsidiaries and Non-Guarantor Subsidiaries

We conduct substantially all of our business through our U.S. and foreign subsidiaries. As of March 31, 2017, SGI's obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes were fully and unconditionally and jointly and severally guaranteed by SGC and the Guarantor Subsidiaries other than SGI. We redeemed all of the outstanding 2018 Notes on March 17, 2017, but they were previously issued by SGC and fully and unconditionally and jointly and severally guaranteed by the Guarantor Subsidiaries. The guarantees of our 2020 Notes, 2021 Notes, Secured Notes and Unsecured Notes will terminate under the following customary circumstances: (1) the sale or disposition of the capital stock of the guarantor (including by consolidation or merger of the guarantor into another person); (2) the liquidation or dissolution of the guarantor; (3) the defeasance or satisfaction and discharge of the notes; (4) the release of the guarantor from any guarantees of indebtedness of SGC and SGI; and (5) the proper designation of the guarantor as an unrestricted subsidiary pursuant to the indenture governing the respective Notes. The guarantees of our 2018 Notes were released in connection with the redemption of the 2018 Notes.

During the third quarter of 2016, we designated certain of our wholly owned direct and indirect subsidiaries that hold substantially all of the assets of, and operate, our social gaming business, as “Unrestricted Subsidiaries” under our credit agreement and each of the indentures governing the 2018 Notes, 2020 Notes, 2021 Notes, Secured Notes and Unsecured Notes. As a result of these designations, our 100%-owned social gaming subsidiaries are no longer guarantors under our credit agreement and indentures. Therefore, the historical condensed consolidating financial information presented has been reclassified to show the nature of assets held, results of operations and cash flows assuming the "Unrestricted Subsidiary" designations were in effect at the beginning of all periods presented, consistent with their status as non-guarantors as of March 31, 2017. The affected subsidiaries are no longer allocated interest in this condensed consolidating financial information due to their present status as non-guarantors. Accordingly, for all periods presented, we no longer present an allocation of interest to any entities, including the Unrestricted Subsidiaries, other than the legal entity issuer of the associated debt.

Presented below is condensed consolidating financial information for (1) SGC, (2) SGI, (3) the Guarantor Subsidiaries and (4) the Non-Guarantor Subsidiaries as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016. The condensed consolidating financial information has been presented to show the nature of assets held, results of operations and cash flows of SGC, SGI, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries assuming the current guarantee structures of the 2018 Notes, the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes were in effect at the beginning of the periods presented.

The condensed consolidating financial information reflects the investments of SGC in SGI and in the Guarantor Subsidiaries and Non-Guarantor Subsidiaries using the equity method of accounting. They also reflect the investments of the Guarantor Subsidiaries in the Non-Guarantor Subsidiaries. Net changes in intercompany due from/due to accounts are reported in the accompanying Supplemental Condensed Consolidating Statements of Cash Flows as investing activities if the applicable entities have a net investment (asset) in intercompany accounts and as a financing activity if the applicable entities have a net intercompany borrowing (liability) balance.

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

As of March 31, 2017



	SGC (Parent and Issuer¹)			SGI (Issuer²)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated
Assets
Cash and cash equivalents	$	37.8		$	1.0		$	—	$	98.7	$	(5.6	)	$	131.9
Restricted cash	—			—			27.0		0.1		—			27.1
Accounts receivable, net	—			51.9			202.5		209.1		—			463.5
Notes receivable, net	—			—			103.6		27.4		—			131.0
Inventories	—			39.9			88.3		141.4		(16.1		)	253.5
Prepaid expenses, deposits and other current assets	5.3			20.7			48.4		38.8		—			113.2
Property and equipment, net	7.3			93.7			347.0		156.6		(19.9		)	584.7
Investment in subsidiaries	3,045.4			941.0			1,022.4		—		(5,008.8		)	—
Goodwill	—			188.3			1,932.4		785.4		—			2,906.1
Intangible assets, net	196.0			37.3			1,323.2		205.4		—			1,761.9
Intercompany balances	—			5,594.2			—		213.3		(5,807.5		)	—
Software, net	77.6			20.2			248.4		49.3		—			395.5
Other assets⁽³⁾	233.6			281.0			57.1		178.0		(444.9		)	304.8
Total assets	$	3,603.0		$	7,269.2		$	5,400.3	$	2,103.5	$	(11,302.8	)	$	7,073.2
Liabilities and stockholders' (deficit) equity
Current portion of long-term debt	$	—		$	32.9		$	—	$	6.4	$	—		$	39.3
Other current liabilities	98.9			198.1			200.0		156.4		(7.2		)	646.2
Long-term debt, excluding current portion	—			8,061.0			—		7.4		—			8,068.4
Other long-term liabilities	189.1			9.0			487.7		71.9		(443.2		)	314.5
Intercompany balances	5,310.2			—			497.3		—		(5,807.5		)	—
Stockholders' (deficit) equity	(1,995.2		)	(1,031.8		)	4,215.3		1,861.4		(5,044.9		)	(1,995.2		)
Total liabilities and stockholders' (deficit) equity	$	3,603.0		$	7,269.2		$	5,400.3	$	2,103.5	$	(11,302.8	)	$	7,073.2

^{1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017.}

^{2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes.}

^{3 - Includes}^{$16.1 million}^and^{$0.7 million}^{in non-current restricted cash for Guarantor Subsidiaries and Non-Guarantor Subsidiaries, respectively.}

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2016



	SGC (Parent and Issuer¹)			SGI (Issuer²)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated
Assets
Cash and cash equivalents	$	32.7		$	1.7		$	—	$	81.8	$	(1.1	)	$	115.1
Restricted cash	—			—			24.6		0.1		—			24.7
Accounts receivable, net	—			61.4			199.2		234.4		—			495.0
Notes receivable, net	—			—			94.4		31.0		—			125.4
Inventories	—			40.3			83.1		138.1		(19.2		)	242.3
Prepaid expenses, deposits and other current assets	11.6			15.7			45.6		41.2		—			114.1
Property and equipment, net	5.6			98.4			369.3		154.9		(16.0		)	612.2
Investment in subsidiaries	3,000.7			926.7			944.0		—		(4,871.4		)	—
Goodwill	—			188.3			1,931.6		768.5		—			2,888.4
Intangible assets, net	185.8			37.5			1,343.0		202.0		—			1,768.3
Intercompany balances	—			5,415.1			—		116.6		(5,531.7		)	—
Software, net	74.7			21.4			264.6		48.4		—			409.1
Other assets⁽³⁾	233.6			236.5			50.8		173.5		(401.6		)	292.8
Total assets	$	3,544.7		$	7,043.0		$	5,350.2	$	1,990.5	$	(10,841.0	)	$	7,087.4
Liabilities and stockholders' (deficit) equity
Current portion of long-term debt	$	—		$	43.0		$	—	$	6.3	$	—		$	49.3
Other current liabilities	100.5			158.7			216.3		168.7		(1.1		)	643.1
Long-term debt, excluding current portion	248.7			7,767.3			—		8.9		—			8,024.9
Other long-term liabilities	159.0			12.4			468.8		67.2		(401.6		)	305.8
Intercompany balances	4,972.2			—			559.5		—		(5,531.7		)	—
Stockholders' (deficit) equity	(1,935.7		)	(938.4		)	4,105.6		1,739.4		(4,906.6		)	(1,935.7		)
Total liabilities and stockholders' (deficit) equity	$	3,544.7		$	7,043.0		$	5,350.2	$	1,990.5	$	(10,841.0	)	$	7,087.4

^{1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017.}

^{2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes.}

^{3 - Includes}^{$16.4 million}^and^{$0.7 million}^{in non-current restricted cash for Guarantor Subsidiaries and Non-Guarantor Subsidiaries, respectively.}

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF

OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended March 31, 2017



	SGC (Parent and Issuer¹)			SGI (Issuer²)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	118.0		$	399.8		$	264.6		$	(57.0	)	$	725.4
Cost of services, cost of product sales and cost of instant games ⁽³⁾	—			82.9			123.7			121.8			(48.4		)	280.0
Selling, general and administrative	29.7			9.5			48.8			62.4			(9.7		)	140.7
Research and development	0.5			1.4			34.2			6.3			—			42.4
Depreciation, amortization and impairments	20.3			7.5			111.9			27.8			(2.4		)	165.1
Restructuring and other	3.8			0.2			4.2			1.0			—			9.2
Operating (loss) income	(54.3		)	16.5			77.0			45.3			3.5			88.0
Interest expense	(4.5		)	(154.6		)	—			(0.3		)	—			(159.4		)
Loss on early extinguishment of debt	(1.1		)	(28.6		)	—			—			—			(29.7		)
Other (expense) income, net	(20.8		)	50.7			(25.5		)	12.6			—			17.0
Net (loss) income before equity in income of subsidiaries and income taxes	(80.7		)	(116.0		)	51.5			57.6			3.5			(84.1		)
Equity in income of subsidiaries	4.7			17.3			15.4			—			(37.4		)	—
Income tax (expense) benefit	(24.8		)	43.4			(20.6		)	(14.7		)	—			(16.7		)
Net (loss) income	$	(100.8	)	$	(55.3	)	$	46.3		$	42.9		$	(33.9	)	$	(100.8	)

Other comprehensive income	36.1			4.0			21.5			29.5			(55.0		)	36.1
Comprehensive (loss) income	$	(64.7	)	$	(51.3	)	$	67.8		$	72.4		$	(88.9	)	$	(64.7	)

^{1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017.}

^{2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes.}

^{3 - Exclusive of D&A.}

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF

OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended March 31, 2016



	SGC (Parent and Issuer¹)			SGI (Issuer²)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	115.3		$	361.5		$	264.4		$	(59.2	)	$	682.0
Cost of services, cost of product sales and cost of instant games ⁽³⁾	—			82.9			96.7			135.9			(59.2		)	256.3
Selling, general and administrative	24.0			11.3			53.5			53.5			—			142.3
Research and development	0.9			2.3			35.9			10.7			—			49.8
Depreciation, amortization and impairments	12.8			10.7			126.2			30.9			—			180.6
Restructuring and other	—			—			0.8			1.9			—			2.7
Operating (loss) income	(37.7		)	8.1			48.4			31.5			—			50.3
Interest (expense) income	(5.3		)	(160.5		)	—			0.1			—			(165.7		)
Other (expense) income, net	(25.6		)	50.3			(23.1		)	2.3			—			3.9
Net (loss) income before equity in (loss) income of subsidiaries and income taxes	(68.6		)	(102.1		)	25.3			33.9			—			(111.5		)
Equity in (loss) income of subsidiaries	(45.9		)	18.9			20.9			—			6.1			—
Income tax benefit (expense)	22.2			—			—			(3.0		)	—			19.2
Net (loss) income	$	(92.3	)	$	(83.2	)	$	46.2		$	30.9		$	6.1		$	(92.3	)

Other comprehensive (loss) income	(2.4		)	(0.3		)	1.9			2.8			(4.4		)	(2.4		)
Comprehensive (loss) income	$	(94.7	)	$	(83.5	)	$	48.1		$	33.7		$	1.7		$	(94.7	)

^{1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017.}

^{2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes.}

^{3 - Exclusive of D&A.}

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2017



	SGC (Parent and Issuer¹)			SGI (Issuer²)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Net cash (used in) provided by operating activities	$	(62.2	)	$	(20.9	)	$	104.3		$	94.3		$	(4.5	)	$	111.0
Cash flows from investing activities:
Capital expenditures	(9.3		)	(4.7		)	(26.2		)	(21.1		)	—			(61.3		)
Acquisition of business, net of cash acquired	—			—			(21.5		)	—			—			(21.5		)
Distributions of capital from equity investments	—			—			—			1.3			—			1.3
Changes in other assets and liabilities and other	—			—			—			2.0			—			2.0
Other, principally change in intercompany investing activities	—			(221.9		)	—			(60.6		)	282.5			—
Net cash used in investing activities	(9.3		)	(226.6		)	(47.7		)	(78.4		)	282.5			(79.5		)
Cash flows from financing activities:
Net payments of long-term debt including proceeds and repurchases of senior notes and term loans	(250.0		)	274.0			—			(1.5		)	—			22.5
Payments of debt issuance and deferred financing costs	—			(27.2		)	—			—			—			(27.2		)
Payments on license obligations	(9.2		)	—			(0.6		)	—			—			(9.8		)
Net redemptions of common stock under stock-based compensation plans	(0.6		)	—			—			—			—			(0.6		)
Other, principally change in intercompany financing activities	336.4			—			(53.9		)	—			(282.5		)	—
Net cash provided by (used in) financing activities	76.6			246.8			(54.5		)	(1.5		)	(282.5		)	(15.1		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	—			—			—			2.5			—			2.5
Increase (decrease) in cash, cash equivalents and restricted cash	5.1			(0.7		)	2.1			16.9			(4.5		)	18.9
Cash, cash equivalents and restricted cash, beginning of period	32.7			1.7			41.0			82.6			(1.1		)	156.9
Cash, cash equivalents and restricted cash end of period	$	37.8		$	1.0		$	43.1		$	99.5		$	(5.6	)	$	175.8

^{1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017.}

^{2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes.}

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2016



	SGC (Parent and Issuer¹)			SGI (Issuer²)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Net cash (used in) provided by operating activities	$	(75.2	)	$	(36.9	)	$	176.0		$	38.0		$	(0.8	)	$	101.1
Cash flows from investing activities:
Capital expenditures	(5.8		)	(2.7		)	(35.5		)	(7.2		)	—			(51.2		)
Distributions of capital from equity investments	—			—			—			1.5			—			1.5
Changes in other assets and liabilities and other	—			—			1.6			(0.1		)	—			1.5
Other, principally change in intercompany investing activities	—			65.4			—			—			(65.4		)	—
Net cash (used in) provided by investing activities	(5.8		)	62.7			(33.9		)	(5.8		)	(65.4		)	(48.2		)
Cash flows from financing activities:
Net payments on long-term debt	—			(25.8		)	—			(1.7		)	—			(27.5		)
Payments on license obligations	(8.4		)	—			(1.2		)	—			—			(9.6		)
Other, principally change in intercompany financing activities	108.0			—			(140.8		)	(32.6		)	65.4			—
Net cash provided by (used in) financing activities	99.6			(25.8		)	(142.0		)	(34.3		)	65.4			(37.1		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	—			0.1			—			1.7			—			1.8
Increase (decrease) in cash, cash equivalents and restricted cash	18.6			0.1			0.1			(0.4		)	(0.8		)	17.6
Cash, cash equivalents and restricted cash, beginning of period	43.2			—			37.7			85.9			—			166.8
Cash, cash equivalents and restricted cash, end of period	$	61.8		$	0.1		$	37.8		$	85.5		$	(0.8	)	$	184.4

^{1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017.}

^{2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes.}