Supplemental Condensed Consolidating Balance Sheet |
SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | SGC (Parent) | | SGI (Issuer1) | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminating Entries | | Consolidated | Assets | | | | | | | | | | | | | Cash and cash equivalents | | $ | 235 |
| | $ | — |
| | $ | — |
| | $ | 141 |
| | $ | (7 | ) | | $ | 369 |
| Restricted cash | | — |
| | 1 |
| | 35 |
| | 8 |
| | — |
| | 44 |
| Accounts receivable, net | | — |
| | 100 |
| | 195 |
| | 321 |
| | — |
| | 616 |
| Notes receivable, net | | — |
| | — |
| | 104 |
| | 16 |
| | — |
| | 120 |
| Inventories | | — |
| | 47 |
| | 99 |
| | 103 |
| | (11 | ) | | 238 |
| Prepaid expenses, deposits and other current assets | | — |
| | 61 |
| | 61 |
| | 75 |
| | 1 |
| | 198 |
| Property and equipment, net | | 34 |
| | 96 |
| | 231 |
| | 204 |
| | (33 | ) | | 532 |
| Operating lease right-of-use asset | | 1 |
| | 25 |
| | 33 |
| | 54 |
| | — |
| | 113 |
| Investment in subsidiaries | | 3,136 |
| | 1,163 |
| | 1,427 |
| | — |
| | (5,726 | ) | | — |
| Goodwill | | — |
| | 240 |
| | 1,897 |
| | 1,142 |
| | — |
| | 3,279 |
| Intangible assets, net | | 37 |
| | 34 |
| | 1,186 |
| | 403 |
| | — |
| | 1,660 |
| Intercompany balances | | — |
| | 5,868 |
| | 67 |
| | — |
| | (5,935 | ) | | — |
| Software, net | | 48 |
| | 36 |
| | 109 |
| | 72 |
| | — |
| | 265 |
| Other assets(2) | | 95 |
| | 419 |
| | 41 |
| | 376 |
| | (433 | ) | | 498 |
| Total assets | | $ | 3,586 |
| | $ | 8,090 |
| | $ | 5,485 |
| | $ | 2,915 |
| | $ | (12,144 | ) | | $ | 7,932 |
| Liabilities and stockholders’ (deficit) equity | | | | | | | | | | | | | Current portion of long-term debt | | $ | — |
| | $ | 42 |
| | $ | 2 |
| | $ | 1 |
| | $ | — |
| | $ | 45 |
| Other current liabilities | | 52 |
| | 173 |
| | 242 |
| | 255 |
| | (34 | ) | | 688 |
| Long-term debt, excluding current portion | | — |
| | 8,793 |
| | 8 |
| | 1 |
| | — |
| | 8,802 |
| Operating lease liabilities | | 1 |
| | 21 |
| | 28 |
| | 45 |
| | — |
| | 95 |
| Other long-term liabilities | | 96 |
| | 23 |
| | 605 |
| | 168 |
| | (472 | ) | | 420 |
| Intercompany balances | | 5,649 |
| | — |
| | — |
| | 286 |
| | (5,935 | ) | | — |
| Total SGC stockholders’ (deficit) equity | | (2,212 | ) | | (962 | ) | | 4,600 |
| | 2,065 |
| | (5,703 | ) | | (2,212 | ) | Noncontrolling interest | | — |
| | — |
| | — |
| | 94 |
| | — |
| | 94 |
| Total liabilities and total stockholders’ (deficit) equity | | $ | 3,586 |
| | $ | 8,090 |
| | $ | 5,485 |
| | $ | 2,915 |
| | $ | (12,144 | ) | | $ | 7,932 |
| | | | | | | | | | | | | | (1) Issuer of obligations under the Subordinated Notes, the Unsecured Notes and the Secured Notes. (2) Includes $11 million and $1 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, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | SGC (Parent) | | SGI (Issuer1) | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminating Entries | | Consolidated | Assets | | | | | | | | | | | | | Cash and cash equivalents | | $ | 74 |
| | $ | 1 |
| | $ | — |
| | $ | 94 |
| | $ | (1 | ) | | $ | 168 |
| Restricted cash | | — |
| | 1 |
| | 32 |
| | 6 |
| | — |
| | 39 |
| Accounts receivable, net | | — |
| | 79 |
| | 205 |
| | 315 |
| | — |
| | 599 |
| Notes receivable, net | | — |
| | — |
| | 101 |
| | 13 |
| | — |
| | 114 |
| Inventories | | — |
| | 40 |
| | 82 |
| | 111 |
| | (17 | ) | | 216 |
| Prepaid expenses, deposits and other current assets | | 6 |
| | 63 |
| | 92 |
| | 72 |
| | — |
| | 233 |
| Property and equipment, net | | 31 |
| | 112 |
| | 219 |
| | 218 |
| | (33 | ) | | 547 |
| Investment in subsidiaries | | 2,836 |
| | 975 |
| | 1,093 |
| | — |
| | (4,904 | ) | | — |
| Goodwill | | — |
| | 240 |
| | 1,897 |
| | 1,143 |
| | — |
| | 3,280 |
| Intangible assets, net | | 43 |
| | 34 |
| | 1,291 |
| | 441 |
| | — |
| | 1,809 |
| Intercompany balances | | — |
| | 6,054 |
| | — |
| | — |
| | (6,054 | ) | | — |
| Software, net | | 58 |
| | 39 |
| | 128 |
| | 60 |
| | — |
| | 285 |
| Other assets(2) | | 110 |
| | 404 |
| | 46 |
| | 308 |
| | (440 | ) | | 428 |
| Total assets | | $ | 3,158 |
| | $ | 8,042 |
| | $ | 5,186 |
| | $ | 2,781 |
| | $ | (11,449 | ) | | $ | 7,718 |
| Liabilities and stockholders’ (deficit) equity | | | | | | | | | | | | | Current portion of long-term debt | | $ | — |
| | $ | 42 |
| | $ | — |
| | $ | 3 |
| | $ | — |
| | $ | 45 |
| Other current liabilities | | 64 |
| | 162 |
| | 248 |
| | 254 |
| | (26 | ) | | 702 |
| Long-term debt, excluding current portion | | — |
| | 8,991 |
| | — |
| | 1 |
| | — |
| | 8,992 |
| Other long-term liabilities | | 106 |
| | 8 |
| | 637 |
| | 172 |
| | (481 | ) | | 442 |
| Intercompany balances | | 5,451 |
| | — |
| | 49 |
| | 554 |
| | (6,054 | ) | | — |
| Total SGC stockholders’ (deficit) equity | | (2,463 | ) | | (1,161 | ) | | 4,252 |
| | 1,797 |
| | (4,888 | ) | | (2,463 | ) | Total liabilities and total stockholders’ (deficit) equity | | $ | 3,158 |
| | $ | 8,042 |
| | $ | 5,186 |
| | $ | 2,781 |
| | $ | (11,449 | ) | | $ | 7,718 |
| | | | | | | | | | | | | | (1) Issuer of obligations under the Subordinated Notes, the Unsecured Notes (other than the 2026 Unsecured Notes, which were not issued until March 2019) and the Secured Notes. | (2) Includes $12 million and $1 million in non-current restricted cash for Guarantor Subsidiaries and Non-Guarantor Subsidiaries, respectively. |
|
Supplemental Condensed Consolidating Statement of Income |
SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Three Months Ended June 30, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | SGC (Parent) | | SGI (Issuer1) | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminating Entries | | Consolidated | Revenue | | $ | — |
| | $ | 147 |
| | $ | 358 |
| | $ | 407 |
| | $ | (67 | ) | | $ | 845 |
| Cost of services, cost of product sales and cost of instant products(2) | | — |
| | 94 |
| | 108 |
| | 176 |
| | (57 | ) | | 321 |
| SG&A | | 31 |
| | 9 |
| | 48 |
| | 94 |
| | (8 | ) | | 174 |
| R&D | | — |
| | 1 |
| | 19 |
| | 26 |
| | — |
| | 46 |
| D&A | | 12 |
| | 13 |
| | 104 |
| | 45 |
| | (4 | ) | | 170 |
| Restructuring and other | | 1 |
| | 1 |
| | 1 |
| | 3 |
| | — |
| | 6 |
| Operating (loss) income | | (44 | ) | | 29 |
| | 78 |
| | 63 |
| | 2 |
| | 128 |
| Interest expense | | — |
| | (147 | ) | | — |
| | — |
| | — |
| | (147 | ) | Loss on debt financing transactions | | — |
| | (60 | ) | | — |
| | — |
| | — |
| | (60 | ) | Loss on remeasurement of debt | | — |
| | (3 | ) | | — |
| | — |
| | — |
| | (3 | ) | Other income (expense), net | | 16 |
| | 131 |
| | (119 | ) | | (14 | ) | | — |
| | 14 |
| Net (loss) income before equity in income of subsidiaries and income taxes | | (28 | ) | | (50 | ) | | (41 | ) | | 49 |
| | 2 |
| | (68 | ) | Equity in (loss) income of subsidiaries | | (30 | ) | | 2 |
| | 12 |
| | — |
| | 16 |
| | — |
| Income tax (expense) benefit | | (19 | ) | | 14 |
| | 9 |
| | (11 | ) | | — |
| | (7 | ) | Net (loss) income | | (77 | ) | | (34 | ) | | (20 | ) | | 38 |
| | 18 |
| | (75 | ) | Less: Net income attributable to noncontrolling interest | | — |
| | — |
| | — |
| | 2 |
| | — |
| | 2 |
| Net (loss) income attributable to SGC | | $ | (77 | ) | | $ | (34 | ) | | $ | (20 | ) | | $ | 36 |
| | $ | 18 |
| | $ | (77 | ) | | | | | | | | | | | | | | Net (loss) income | | $ | (77 | ) | | $ | (34 | ) | | $ | (20 | ) | | $ | 38 |
| | $ | 18 |
| | $ | (75 | ) | Other comprehensive loss | | (51 | ) | | (15 | ) | | (3 | ) | | (66 | ) |
| 84 |
|
| (51 | ) | Total comprehensive loss | | (128 | ) | | (49 | ) | | (23 | ) | | (28 | ) | | 102 |
| | (126 | ) | Less: comprehensive income attributable to noncontrolling interest | | — |
| | — |
| | — |
| | 2 |
| | — |
| | 2 |
| Comprehensive loss attributable to SGC | | $ | (128 | ) | | $ | (49 | ) | | $ | (23 | ) | | $ | (30 | ) | | $ | 102 |
| | $ | (128 | ) | | | | | | | | | | | | | | (1) Issuer of obligations under the Subordinated Notes, the Unsecured Notes and the Secured Notes. (2) Excludes D&A. |
SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME Three Months Ended June 30, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | SGC (Parent) | | SGI (Issuer1) | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminating Entries | | Consolidated | Revenue | | $ | — |
| | $ | 136 |
| | $ | 405 |
| | $ | 376 |
| | $ | (72 | ) | | $ | 845 |
| Cost of services, cost of product sales and cost of instant products (2) | | — |
| | 86 |
| | 132 |
| | 159 |
| | (61 | ) | | 316 |
| SG&A | | 44 |
| | 9 |
| | 51 |
| | 83 |
| | (13 | ) | | 174 |
| R&D | | — |
| | 1 |
| | 22 |
| | 26 |
| | — |
| | 49 |
| D&A | | 12 |
| | 7 |
| | 107 |
| | 50 |
| | (3 | ) | | 173 |
| Restructuring and other | | 30 |
| | (3 | ) | | 2 |
| | 5 |
| | — |
| | 34 |
| Operating (loss) income | | (86 | ) | | 36 |
| | 91 |
| | 53 |
| | 5 |
| | 99 |
| Interest expense | | — |
| | (146 | ) | | — |
| | — |
| | — |
| | (146 | ) | Gain on remeasurement of debt | | — |
| | 34 |
| | — |
| | — |
| | — |
| | 34 |
| Other income (expense), net | | 17 |
| | 132 |
| | (119 | ) | | (23 | ) | | — |
| | 7 |
| Net (loss) income before equity in income of subsidiaries and income taxes | | (69 | ) | | 56 |
| | (28 | ) | | 30 |
| | 5 |
| | (6 | ) | Equity in income (loss) of subsidiaries | | 26 |
| | 13 |
| | (17 | ) | | — |
| | (22 | ) | | — |
| Income tax benefit (expense) | | 37 |
| | (26 | ) | | (4 | ) | | (7 | ) | | — |
| | — |
| Net (loss) income | | $ | (6 | ) | | $ | 43 |
| | $ | (49 | ) | | $ | 23 |
| | $ | (17 | ) | | $ | (6 | ) | | | | | | | | | | | | | | Other comprehensive (loss) income | | (83 | ) | | 30 |
| | (36 | ) | | (119 | ) | | 125 |
| | (83 | ) | Comprehensive (loss) income | | $ | (89 | ) | | $ | 73 |
| | $ | (85 | ) | | $ | (96 | ) | | $ | 108 |
| | $ | (89 | ) | (1) Issuer of obligations under the Subordinated Notes, the Unsecured Notes (other than the 2026 Unsecured Notes, which were not issued until March 2019) and the Secured Notes. (2) Excludes D&A. |
|
Supplemental Condensed Consolidating Statement of Cash Flows |
SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | SGC (Parent) | | SGI (Issuer1) | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminating Entries | | Consolidated | Net cash (used in) provided by operating activities | | $ | (35 | ) | | $ | 55 |
| | $ | 101 |
| | $ | 147 |
| | $ | (6 | ) | | $ | 262 |
| Cash flows from investing activities: | | |
| | |
| | |
| | |
| | |
| | | Capital expenditures | | (9 | ) | | (16 | ) | | (56 | ) | | (51 | ) | | — |
| | (132 | ) | Distributions of capital from equity investments | | — |
| | — |
| | — |
| | 18 |
| | — |
| | 18 |
| Additions to equity method investments | | — |
| | (1 | ) | | — |
| | — |
| | — |
| | (1 | ) | Other, principally change in intercompany investing activities | | — |
| | 228 |
| | (52 | ) | | — |
| | (176 | ) | | — |
| Net cash (used in) provided by investing activities | | (9 | ) | | 211 |
| | (108 | ) | | (33 | ) | | (176 | ) | | (115 | ) | Cash flows from financing activities: | | | | | | | | | | | | | Payments of long-term debt, net of proceeds | | — |
| | (251 | ) | | — |
| | (2 | ) | | — |
| | (253 | ) | Payments of debt issuance and deferred financing costs | | — |
| | (14 | ) | | — |
| | (1 | ) | | — |
| | (15 | ) | Payments on license obligations | | (13 | ) | | — |
| | — |
| | — |
| | — |
| | (13 | ) | Sale of future revenue | | — |
| | — |
| | 11 |
| | — |
| | — |
| | 11 |
| Net proceeds from the sale of SciPlay common stock | | — |
| | — |
| | — |
| | 342 |
| | — |
| | 342 |
| Payments of deferred SciPlay common stock offering costs | | — |
| | — |
| | — |
| | (8 | ) | | — |
| | (8 | ) | Net redemptions of common stock under stock-based compensation plans and other | | (1 | ) | | (2 | ) | | (2 | ) | | (2 | ) | | — |
| | (7 | ) | Other, principally change in intercompany financing activities | | 219 |
| | — |
| | — |
| | (395 | ) | | 176 |
| | — |
| Net cash provided by (used in) financing activities | | 205 |
| | (267 | ) | | 9 |
| | (66 | ) | | 176 |
| | 57 |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | | — |
| | — |
| | — |
| | 1 |
| | — |
| | 1 |
| Increase (decrease) in cash, cash equivalents and restricted cash | | 161 |
| | (1 | ) | | 2 |
| | 49 |
| | (6 | ) | | 205 |
| Cash, cash equivalents and restricted cash, beginning of period | | 74 |
| | 2 |
| | 44 |
| | 101 |
| | (1 | ) | | 220 |
| Cash, cash equivalents and restricted cash, end of period | | $ | 235 |
| | $ | 1 |
| | $ | 46 |
| | $ | 150 |
| | $ | (7 | ) | | $ | 425 |
| | | | | | | | | | | | | | (1) Issuer of obligations under the Subordinated Notes, the Unsecured Notes and the Secured Notes. |
SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018
| | | | | | | | | | | | | | | | | | | | | | | | | | | | SGC (Parent) | | SGI (Issuer1) | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminating Entries | | Consolidated | Net cash (used in) provided by operating activities | | $ | (51 | ) | | $ | (59 | ) | | $ | 85 |
| | $ | 164 |
| | $ | (7 | ) | | $ | 132 |
| Cash flows from investing activities: | | |
| | |
| | |
| | |
| | |
| | | Capital expenditures | | (22 | ) | | (46 | ) | | (89 | ) | | (43 | ) | | — |
| | (200 | ) | Acquisitions of businesses and assets, net of cash acquired | | — |
| | — |
| | (10 | ) | | (264 | ) | | — |
| | (274 | ) | Distributions of capital from equity investments | | — |
| | — |
| | — |
| | 23 |
| | — |
| | 23 |
| Additions to equity method investments | | — |
| | (1 | ) | | — |
| | (74 | ) | | — |
| | (75 | ) | Other, principally change in intercompany investing activities | | — |
| | 48 |
| | — |
| | — |
| | (48 | ) | | — |
| Net cash (used in) provided by investing activities | | (22 | ) | | 1 |
| | (99 | ) | | (358 | ) | | (48 | ) | | (526 | ) | Cash flows from financing activities: | | | | | | | | | | | | | Proceeds net of payments on long-term debt | | — |
| | 97 |
| | — |
| | (4 | ) | | — |
| | 93 |
| Repayment of assumed NYX debt | | — |
| | — |
| | — |
| | (288 | ) | | — |
| | (288 | ) | Payments of debt issuance and deferred financing costs | | — |
| | (39 | ) | | — |
| | — |
| | — |
| | (39 | ) | Payments on license obligations | | (14 | ) | | — |
| | — |
| | — |
| | — |
| | (14 | ) | Net redemptions of common stock under stock-based compensation plans and other | | (19 | ) | | — |
| | (2 | ) | | — |
| | — |
| | (21 | ) | Other, principally change in intercompany financing activities | | (581 | ) | | — |
| | 15 |
| | 518 |
| | 48 |
| | — |
| Net cash (used in) provided by financing activities | | (614 | ) | | 58 |
| | 13 |
| | 226 |
| | 48 |
| | (269 | ) | Effect of exchange rate changes on cash, cash equivalents and restricted cash | | — |
| | — |
| | — |
| | (3 | ) | | — |
| | (3 | ) | (Decrease) increase in cash, cash equivalents and restricted cash | | (687 | ) | | — |
| | (1 | ) | | 29 |
| | (7 | ) | | (666 | ) | Cash, cash equivalents and restricted cash, beginning of period | | 733 |
| | — |
| | 44 |
| | 60 |
| | (3 | ) | | 834 |
| Cash, cash equivalents and restricted cash end of period | | $ | 46 |
| | $ | — |
| | $ | 43 |
| | $ | 89 |
| | $ | (10 | ) | | $ | 168 |
| | | | | | | | | | | | | | (1) Issuer of obligations under the Subordinated Notes, the Unsecured Notes (other than the 2026 Unsecured Notes, which were not issued until March 2019) and the Secured Notes. |
|