10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2011
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                       to

Commission file number: 0-13063

SCIENTIFIC GAMES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware  
(State or other jurisdiction of  
incorporation or organization) 81-0422894  
(I.R.S. Employer  
Identification No.)

750 Lexington Avenue, 25th Floor

New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 754-2233

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Class A Common Stock, $.01 par value	Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o (Do not check if  
smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of June 30, 2011 the market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $591,270,442(1).

Common shares outstanding as of February 24, 2012 were 92,539,907.

DOCUMENTS INCORPORATED BY REFERENCE

The following document is incorporated herein by reference:

Document	Parts Into Which Incorporated
Proxy Statement for the Company’s 2012 Annual Meeting of Stockholders	Part III

(1) For this purpose only, “non-affiliates” excludes directors and executive officers.

Explanatory Note

Unless the context indicates otherwise, all references to “Scientific Games,” “we,” “our,” and the “Company” refer to Scientific Games Corporation and its consolidated entities.

This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission (“SEC”) on February 29, 2012 (the “Original Report”), is being filed for the purpose of providing separate financial statements of Consorzio Lotterie Nazionali, Beijing CITIC Scientific Games Technology Co., Ltd. (referred to in the Original Report as CSG Lottery Technology (Beijing) Co., Ltd., or CSG) and Beijing Guard Libang Technology Co., Ltd. (referred to in the Original Report as Guard Libang), in accordance with Rule 3-09 of Regulation S-X (“Rule 3-09”), as new Exhibits 99.3, 99.4, 99.5 and 99.6, respectively, in Part IV, Item 15, Exhibits, Financial Statement Schedules (“Item 15”). As indicated in the Original Report, Consorzio Lotterie Nazionali, Beijing CITIC Scientific Games Technology Co., Ltd. and Beijing Guard Libang Technology Co., Ltd. are equity method investees of Scientific Games. In accordance with Rule 3-09(b)(1), the separate financial statements of Consorzio Lotterie Nazionali, Beijing CITIC Scientific Games Technology Co., Ltd. and Beijing Guard Libang Technology Co., Ltd., which were not available prior to the filing of the Original Report, are being filed with this Amendment No. 1 within six months after the end of our fiscal year. Each of the equity method investees is solely responsible for the form and content of the financial statements of such equity method investee provided herewith.

As required by the rules of the SEC, this Amendment No. 1 sets forth an amended Item 15 in its entirety and includes new certifications of our Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1 and 32.2), as well as new consents of independent auditors (Exhibits 23.3, 23.4 and 23.5).

Except as described above, no changes have been made to the Original Report, and this Amendment No. 1 does not amend, modify or update in any way any of the financial or other information contained in the Original Report. This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and the Company's filings with the SEC subsequent to the filing of the Original Report.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

The following consolidated financial statements and schedules are included in Item 15 of the Company’s Annual Report on

Form 10-K filed with the Securities and Exchange Commission on February 29, 2012.

1. Financial Statements:

Report of Deloitte & Touche, LLP, Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2011 and 2010

Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009

Consolidated Statements of Stockholders Equity and Comprehensive Income for the years ended December 31, 2011, 2010, 2009

Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009

Notes to Consolidated Financial Statements

2. Financial Statement Schedule:

Schedule II. Valuation and Qualifying Accounts

All other schedules have been omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or related notes.

3. Exhibits

The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3) and is filed as part of this report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

June 28, 2012	Scientific Games Corporation
	By:	/s/ Jeffrey S. Lipkin
		Jeffrey S. Lipkin, Chief Financial Officer
	By:	/s/ Jeffrey B. Johnson
		Jeffrey B. Johnson Chief Accounting Officer

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3.    Exhibits

The following is a list of exhibits:

EXHIBIT INDEX

Exhibit Number	Description
3.1(a)	Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on March 20, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
3.1(b)	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on June 7, 2007 (incorporated by reference to Exhibit 3.1(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
3.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 1, 2010).
4.1	Indenture, dated as of September 22, 2010, among the Company, as issuer, the guarantors party thereto and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to the 8.125% Senior Subordinated Notes due 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 23, 2010).
4.2	Registration Rights Agreement, dated September 22, 2010, among the Company, the guarantors party thereto and J.P. Morgan Securities LLC, as representative for the initial purchasers listed therein, relating to the 8.125% Senior Subordinated Notes due 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 23, 2010).
4.3	Form of 8.125% Senior Subordinated Notes due 2018 (incorporated by reference to Exhibits 4.3(a) and 4.3(b) to the Company’s Registration Statement on Form S-4 (No. 333-172600) filed on March 3, 2011 and included in Exhibit 4.1 above).
4.4	Indenture, dated as of May 21, 2009, among Scientific Games International, Inc., as issuer, the Company, as a guarantor, the subsidiary guarantors party thereto, and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to the 9.25% Senior Subordinated Notes due 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 27, 2009).
4.5	Registration Rights Agreement, dated as of May 21, 2009, among Scientific Games International, Inc., the Company, the subsidiary guarantors party thereto, and J.P. Morgan Securities Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., as representatives for the initial purchasers listed therein, relating to the 9.25% Senior Subordinated Notes due 2019 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 27, 2009).
4.6	Registration Rights Agreement, dated November 5, 2009, among Scientific Games International, Inc., the Company, the subsidiary guarantors party thereto, and J.P. Morgan Securities Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., as representatives for the initial purchasers named therein, relating to the 9.25% Senior Subordinated Notes due 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 12, 2009).
4.7	Form of 9.25% Senior Subordinated Notes due 2019 (incorporated by reference to Exhibits 4.31(a) and 4.31(b) to the Company’s Registration Statement on Form S-4 (No. 333-161268) filed on August 11, 2009 and included in Exhibit 4.4 above).

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Exhibit Number	Description
4.8	Indenture, dated as of June 11, 2008, among Scientific Games International, Inc., as issuer, the Company, as a guarantor, the subsidiary guarantors party thereto, and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to the 7.875% Senior Subordinated Notes due 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 13, 2008).
4.9	Supplemental Indenture, dated as of October 27, 2011, by an among Scientific Games International, Inc., as issuer, the Company, as a guarantor, the subsidiary guarantors party thereto and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to the Indenture dated June 11, 2008, by and among Scientific Games International, Inc., as issuer, the Company, as a guarantor, the subsidiary guarantors party thereto and The Bank of Nova Scotia Trust Company of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Company Current Report on Form 8-K filed on October 28, 2011).
4.10	Registration Rights Agreement, dated June 11, 2008, among Scientific Games International, Inc., the Company, the subsidiary guarantors listed therein, and J.P. Morgan Securities Inc., Banc of America Securities LLC and UBS Securities LLC, as representatives for the initial purchasers listed therein, relating to the 7.875% Senior Subordinated Notes due 2016 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 13, 2008).
4.11	Form of 7.875% Senior Subordinated Notes due 2016 (incorporated by reference to Exhibits 4.3(a) and 4.3(b) to the Company’s Registration Statement on Form S-3ASR (No. 333-155346) filed on November 13, 2008 and included in Exhibit 4.8 above).
10.1	Second Amendment and Restatement Agreement, dated as of August 25, 2011, among Scientific Games International, Inc., as borrower, the Company, as guarantor, and several lenders from time to time parties thereto and JP Morgan, as administrative agent, which amended and restated the Credit Agreement, dated as of June 9, 2008 as amended and restated as of February 12, 2010 and amended as of December 16, 2010 and March 11, 2011 among such parties, as set forth in Exhibit A to such Second Amendment and Restatement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 31, 2011).
10.2	Guarantee and Collateral Agreement, dated as of June 9, 2008, among Scientific Games International, Inc., the Company, as a guarantor, and each other subsidiary of the Company listed on the signature pages thereto, as additional guarantors, in favor of JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 13, 2008).
10.3	Stockholders’ Agreement, dated September 6, 2000, among the Company, MacAndrews & Forbes Holdings Inc. (formerly known as Mafco Holdings Inc.) (“MacAndrews”) (as successor-in-interest under the agreement to Cirmatica Gaming S.A.) and Ramius Securities, LLC (incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2000).
10.4	Supplemental Stockholders’ Agreement, dated June 26, 2002, among the Company and MacAndrews (as successor-in-interest to Cirmatica Gaming S.A.) (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.5	Letter Agreement, dated as of October 10, 2003, by and between the Company and MacAndrews further supplementing the Stockholders’ Agreement (incorporated by reference to Exhibit 3 to the Schedule 13D jointly filed by MacAndrews and SGMS Acquisition Corporation on November 26, 2003).
10.6	Letter Agreement dated February 15, 2007 between the Company and MacAndrews (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2007).
10.7	Share Purchase Agreement, dated as of April 26, 2011, by and among the Company, Global Draw Limited, IGT-UK Group Limited, Cyberview International, Inc. and International Game Technology (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).

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Exhibit Number	Description
10.8	Purchase Agreement, dated as of January 27, 2010, by and among the Company, Scientific Games International, Inc., SG Racing, Inc., Scientific Games Germany GmbH, Scientific Games Luxembourg Holdings SARL, Scientific Games Holdings Limited, Scientific Games Racing, LLC, Sportech Plc, Sportech Holdco 1 Limited and Sportech Holdco 2 Limited (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
10.9	Stock Purchase Agreement, dated as of May 1, 2007, among François‑Charles Oberthur Fiduciaire, S.A., the Company and Scientific Games Holdings (Canada) Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2007).
10.10	Agreement, dated April 20, 2006, among the Company, Scientific Games International Holdings Limited, Scientific Games Beteiligungsgesellschaft mbH, Walter Grubmueller, Stephen George Frater, The Trustees of Warero Privatsitiftung and Jeffery Frederick Nash for the sale and purchase of the entire issued share capital of Neomi Associates, Inc. and Research and Development GmbH (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 26, 2006).
10.11	Share Purchase and Sale Agreement, dated April 4, 2005, among Scientific Games Chile Limitada, Epicentro S.A. and Inversiones Y Aesorias Iculpe Limitada (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2005).
10.12	1992 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 1998).*
10.13	1995 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 1997).*
10.14	1997 Incentive Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).*
10.15	2003 Incentive Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2011).*
10.16	2002 Employee Stock Purchase Plan, as amended and restated (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).*
10.17	Elective Deferred Compensation Plan (Executive Deferred Compensation Plan and Non-Employee Directors Deferred Compensation Plan) (effective January 1, 2005, as amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*
10.18	Frozen Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*
10.19	Asia-Pacific Business Incentive Compensation Program (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 3, 2010).*
10.20	Employment Agreement dated as of January 1, 2006 by and between the Company and A. Lorne Weil (executed on August 8, 2006) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).*

7

Exhibit Number	Description
10.21	Letter dated August 2, 2007 between A. Lorne Weil and the Company with respect to payment of Mr. Weil’s deferred compensation upon a termination of employment under Mr. Weil’s Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007).*
10.22	Amendment to Employment Agreement dated as of May 1, 2008 by and between the Company and A. Lorne Weil (executed on May 12, 2008), which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 14, 2008).*
10.23	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and A. Lorne Weil, which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 and the Amendment dated as of May 1, 2008 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*
10.24	Third Amendment to Employment Agreement dated as of May 29, 2009 between the Company and A. Lorne Weil, which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 and the Amendments dated as of May 1, 2008 and December 30, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2009).*
10.25	Amendment to Employment Agreement dated as of December 2, 2010 between the Company and A. Lorne Weil, which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 and the Amendments dated as of May 1, 2008, December 30, 2008 and May 29, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 3, 2010).*
10.26	Amendment to Employment Agreement, dated as of August 18, 2011, by and between A. Lorne Weil and the Company, which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 and the Amendments dated as of May 1, 2008, December 30, 2008, May 29, 2009 and December 2, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 18, 2011).*
10.27	Employment Agreement dated as of July 1, 2005 between the Company and Michael R. Chambrello (executed on June 17, 2005) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).*
10.28	Employment Inducement Stock Option Grant Agreement dated July 1, 2005 between the Company and Michael R. Chambrello (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).*
10.29	Letter Agreement dated as of August 2, 2006 by and between the Company and Michael R. Chambrello, which amended Mr. Chambrello’s Employment Agreement dated as of July 1, 2005 (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).*
10.30	Letter Agreement dated as of May 8, 2008 by and between the Company and Michael R. Chambrello, which amended Mr. Chambrello’s Employment Agreement dated as of July 1, 2005, as amended by the Letter Agreement dated as of August 2, 2006 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 14, 2008).*
10.31	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Michael R. Chambrello, which amended Mr. Chambrello’s Employment Agreement dated as of July 1, 2005, as amended by the Letter Agreement dated as of August 2, 2006 and the Letter Agreement dated as of May 8, 2008 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*

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Exhibit Number	Description
10.32	Amendment to Employment Agreement dated as of November 29, 2010 by and between the Company and Michael R. Chambrello, which amended Mr. Chambrello’s Employment Agreement dated as of July 1, 2005, as amended by the Letter Agreement dated as of August 2, 2006, the Letter Agreement dated as of May 8, 2008 and the Amendment dated as of December 30, 2008 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 3, 2010).*
10.33	Employment Agreement dated as of January 1, 2006 by and between the Company and Robert C. Becker (executed on August 2, 2006) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).*
10.34	Letter Agreement dated as of October 7, 2008 by and between the Company and Robert C. Becker, which amended Mr. Becker’s Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*
10.35	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Robert C. Becker, which amended Mr. Becker’s Employment Agreement dated as of January 1, 2006, as amended by the Letter Agreement dated as of October 7, 2008 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*
10.36	Employment Agreement dated as of January 1, 2006 by and between the Company and Larry A. Potts (executed on August 2, 2006) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).*
10.37	Letter Agreement dated as of October 2, 2008 by and between the Company and Larry A. Potts, which amended Mr. Potts’ Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*
10.38	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Larry A. Potts, which amended Mr. Potts’ Employment Agreement dated as of January 1, 2006, as amended by the Letter Agreement dated as of October 2, 2008 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*
10.39	Letter Agreement, dated as of September 28, 2011, by and between the Company and Larry A. Potts, which amended Mr. Potts’ Employment Agreement dated as of January 1, 2006, as amended by the Letter Agreement dated as of October 2, 2008 and the Amendment dated as of December 30, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 3, 2011).*
10.40	Employment and Severance Benefits Agreement dated December 15, 2005 between the Company and Ira H. Raphaelson (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).*
10.41	Letter Agreement dated as of August 2, 2006 by and between the Company and Ira H. Raphaelson, which amended Mr. Raphaelson’s Employment Agreement dated December 15, 2005 (effective as of February 1, 2006) (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).*
10.42	Letter Agreement dated as of October 6, 2008 by and between the Company and Ira H. Raphaelson, which amended Mr. Raphaelson’s Employment and Severance Benefits Agreement dated December 15, 2005, as amended by the Letter Agreement dated as of August 2, 2006 (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*
10.43	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Ira H. Raphaelson, which amended Mr. Raphaelson’s Employment and Severance Benefits Agreement dated December 15, 2005, as amended by the Letter Agreement dated as of August 2, 2006 and the Letter Agreement dated as of October 6, 2008 (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*

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Exhibit Number	Description
10.44	Separation Agreement dated as of May 12, 2011, by and between the Company and Ira H. Raphaelson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 13, 2011).*
10.45	Amendment to Separation Agreement, dated as of August 12, 2011, by and between Ira H. Raphaelson and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 18, 2011).*
10.46	Employment Agreement dated as of February 11, 2009 (effective as of January 1, 2009) by and between the Company and Stephen L. Gibbs (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).*
10.47	Employment Agreement dated as of March 2, 2009 (effective April 1, 2009) by and between the Company and Jeff Lipkin (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 2, 2009).*
10.48	Employment Agreement dated as of August 8, 2005 by and between the Company and Steven W. Beason (incorporated by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).*
10.49	Employment Inducement Stock Option Grant Agreement dated August 8, 2005 between the Company and Steven W. Beason (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005).*
10.50	Letter Agreement dated as of August 30, 2007 by and between the Company and Steven W. Beason, which amended Mr. Beason’s Employment Agreement dated August 8, 2005 (incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).*
10.51	Letter Agreement dated as of June 17, 2008 by and between the Company and Steven W. Beason, which amended Mr. Beason’s Employment Agreement dated as of August 8, 2005, as amended by the Letter Agreement dated as of August 30, 2007 (incorporated by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).*
10.52	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Steven W. Beason, which amended Mr. Beason’s Employment Agreement dated as of August 8, 2005, as amended by the Letter Agreement dated as of August 30, 2007 and the Letter Agreement dated as of June 17, 2008 (incorporated by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).*
10.53	Letter Agreement, dated as of June 29, 2011, by and between the Company and Steven W. Beason, which amended Mr. Beason’s Employment Agreement dated as of August 8, 2005, as amended by the Letter Agreement dated as of August 30, 2007, the Letter Agreement dated as of June 17, 2008 and the Amendment dated as of December 30, 2008 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 3, 2011).*
10.54	Employment Agreement dated as of November 29, 2010 by and between the Company and David L. Kennedy (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 3, 2010).*
10.55	Employment Agreement dated as of May 13, 2008 (effective as of July 1, 2008) by and between The Global Draw Ltd and Stephen Frater (incorporated by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).*

10

Exhibit Number	Description
10.56	Letter Agreement dated as of June 22, 2010 by and between The Global Draw Ltd and Stephen Frater, which amended Mr. Frater’s Employment Agreement dated as of July 1, 2008 (incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).*
10.57	Employment Agreement dated as of December 11, 2006 (effective as of January 1, 2007) by and between Scientific Games International, Inc. and James C. Kennedy (incorporated by reference to Exhibit 10.53 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).*
10.58	Amendment to Employment Agreement dated as of December 30, 2008 by and between Scientific Games Corporation and James C. Kennedy, which amended Mr. Kennedy’s Employment Agreement dated as of January 1, 2007 (incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).*
10.59	Letter Agreement dated as of May 7, 2009 by and between Scientific Games International, Inc. and James C. Kennedy, which amended Mr. Kennedy’s Employment Agreement dated as of January 1, 2007, as amended by the Amendment dated as of December 30, 2008 (incorporated by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).*
10.60	Employment Agreement dated as of December 22, 2010 by and between Scientific Games International, Inc. and William J. Huntley (incorporated by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).*
10.61	Employment Agreement dated as of December 22, 2010 by and between Scientific Games International, Inc. and James B. Trask (incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).*
10.62	Employment Agreement made as of August 1, 2011 by and between the Company and Jeffrey Johnson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 26, 2011).*
10.63	Employment Agreement dated as of September 29, 2011, by and between the Company and Grier C. Raclin (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2011).*
10.64	Form of Inducement Equity Award Agreement between the Company and Grier C. Raclin (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on October 3, 2011).*
12	Computation of Ratio of Earnings to Fixed Charges.(†)
21	List of Subsidiaries.(†)
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.(†)
23.2	Consent of Reconta Ernst & Young S.p.A., Independent Registered Public Accounting Firm.(†)
23.3	Consent of Reconta Ernst & Young S.p.A., Independent Registered Public Accounting Firm.(††)
23.4	Consent of Ernst & Young Hua Ming, Independent Registered Public Accounting Firm.(††)
23.5	Consent of KPMG Huazhen, Independent Auditors.(††)

11

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.(††)
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.(††)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.(††)
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.(††)
99.1	Report of Reconta Ernst & Young S.p.A., Independent Registered Public Accounting Firm.(†)
99.2	Financial Statements of Lotterie Nazionali S.r.l.(†)
99.3	Report of Reconta Ernst & Young S.p.A., Independent Registered Public Accounting Firm.(††)
99.4	Financial Statements of Consorzio Lotterie Nazionali.(††)
99.5	Report of Ernst & Young Hua Ming, Independent Registered Public Accounting Firm, and Financial Statements of Beijing CITIC Scientific Games Technology Co., Ltd.(††)
99.6	Report of KPMG Huazhen, Independent Auditors, and Financial Statements of Beijing Guard Libang Technology Co., Ltd.(††)
101	Financial statements from the Annual Report on Form 10-K of the Company for the year ended December 31, 2011, filed on February 29, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) the Notes to Consolidated Financial Statements tagged as blocks of text.(†)(**)

*Management contracts and compensation plans and arrangements.

(**)Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on

Form 10-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing or document.

(†)Previously filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, which

was filed with the Securities and Exchange Commission on February 29, 2012.

(††)Filed herewith.

12

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 33-82612, 333-05811, 333-44983, 333-44979, 333-101725, 333-101729, 333-110141, 333-134043, 333-157638, 333-161232 and 333-177148 of Scientific Games Corporation on Form S-8; Registration Statement Nos. 333-74590, 333-84742, 333-110477, 333-112452, 333-124107, 333-141720 and 333-165743 of Scientific Games Corporation on Form S-3; and Registration Statement No. 333-155346 of Scientific Games International, Inc. on Form S-3; of our report dated February 25, 2011, included in the Annual Report on Form 10-K of Scientific Games Corporation for the year ended December 31, 2010, with respect to the financial statements of Consorzio Lotterie Nazionali, which report appears in this Amendment No. 1 to the Form 10-K of Scientific Games Corporation for the year ended December 31, 2011.

/s/ Reconta Ernst & Young S.p.A.

Rome, Italy

June 26, 2012

EX-23.4

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 33-82612, 333-05811, 333-44983, 333-44979, 333-101725, 333-101729, 333-110141, 333-134043, 333-157638, 333-161232 and 333-177148 of Scientific Games Corporation on Form S-8; Registration Statement Nos. 333-74590, 333-84742, 333-110477, 333-112452, 333-124107, 333-141720 and 333-165743 of Scientific Games Corporation on Form S-3; and Registration Statement No. 333-155346 of Scientific Games International, Inc. on Form S-3; of our report dated June 27, 2012, with respect to the financial statements of Beijing CITIC Scientific Games Technology Co., Ltd. included in this Amendment No. 1 to the Form 10-K of Scientific Games Corporation for the year ended December 31, 2011.

/s/ Ernst & Young Hua Ming

Beijing, People's Republic of China

June 27, 2012

EX-23.5

Exhibit 23.5

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Nos. 33-82612, 333-05811, 333-44983, 333-44979, 333-101725, 333-101729, 333-110141, 333-134043, 333-157638, 333-161232 and 333-177148) on Form S-8 and Registration Statement (Nos. 333-74590, 333-84742, 333-110477, 333-112452, 333-124107, 333-141720 and 333-165743) on Form S-3 of Scientific Games Corporation, and Registration Statement No. 333-155346 on Form S-3 of Scientific Games International, Inc., of our report dated June 26, 2012, with respect to the statement of financial position of Beijing Guard Libang Technology Co., Ltd.as of December 31, 2011, and the related statement of comprehensive income, changes in equity, and cash flows for the year then ended, which report appears in this Amendment No. 1 to the Form 10-K of Scientific Games Corporation for the year ended December 31, 2011.

/s/ KPMG Huazhen

Beijing, People's Republic of China

June 26, 2012

EX-31.1

Exhibit 31.1

Certification by Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, A. Lorne Weil, certify that:

1. I have reviewed this annual report on Form 10-K/A of Scientific Games Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 28, 2012

/s/ A. LORNE WEIL

A. Lorne Weil

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification by Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffrey S. Lipkin, certify that:

1. I have reviewed this annual report on Form 10-K/A of Scientific Games Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 28, 2012

/s/ JEFFREY S. LIPKIN

Jeffrey S. Lipkin

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Scientific Games Corporation (the "Company") on Form 10-K/A for the period ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, A. Lorne Weil, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ A. LORNE WEIL

A. Lorne Weil

Chief Executive Officer

June 28, 2012

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Scientific Games Corporation (the "Company") on Form 10-K/A for the period ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeffrey S. Lipkin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ JEFFREY S. LIPKIN

Jeffrey S. Lipkin

Chief Financial Officer

June 28, 2012

EX-99.3

Exhibit 99.3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Equity holders of

Consorzio Lotterie Nazionali

We have audited the accompanying statements of financial position of Consorzio Lotterie Nazionali as of December 31, 2010 and 2009, and the related statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Consorzio Lotterie Nazionali at December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

As discussed in Note 1 of the financial statements, the Company's Board of Directors obtained approval from its equity holders on February 24, 2011 to begin formal dissolution of the Company during 2011, which raises substantial doubt about its ability to continue as a going concern. As discussed in Note 2.1 of the financial statements, the 2010 financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the uncertain outcome associated with such dissolution.

/s/ Reconta Ernst & Young S.p.A.

Rome, Italy

February 25, 2011

EX-99.4

Exhibit 99.4

CONSORZIO LOTTERIE NAZIONALI

INDEX TO FINANCIAL STATEMENTS

	Page
Statements of Financial Position as of December 31, 2011 and 2010	F- 2
Statements of Comprehensive Income for the Years Ended December 31, 2011, 2010 and 2009	F- 3
Statements of Changes in Equity for the Years Ended December 31, 2011, 2010 and 2009	F- 4
Cash Flow Statements for the Years Ended December 31, 2011, 2010 and 2009	F- 5
Notes to Financial Statements	F- 6

F-1

CONSORZIO LOTTERIE NAZIONALI

STATEMENTS OF FINANCIAL POSITION

December 31, 2011 and 2010

(In thousands of Euro)

		December 31,
	Notes	2011	2010
		(unaudited)
ASSETS
Non-current assets
Deferred income taxes		123	141
Total non-current assets		123	141
Current Assets
Current financial assets from parent company	11-13	19,566	109,540
Other current assets		176	54
Income tax receivable		352	760
Cash and cash equivalents	3	—	331
Total current assets		20,094	110,685
TOTAL ASSETS		20,217	110,826
EQUITY AND LIABILITIES
Equity
Issued capital	4	16,000	16,000
Legal reserve		3,200	3,200
Retained earnings, including net income for the period		(183)	89,109
Total equity		19,017	108,309
Non-current liabilities
Long-term provisions	5	747	438
Total non-current liabilities		747	438
Current liabilities
Accounts payable		374	628
Current financial payables to parent company	11-13		1,355
Other current liabilities		79	96
Income taxes payables		—	—
Total current liabilities		453	2,079
TOTAL EQUITY AND LIABILITIES		20,217	110,826

F-2

CONSORZIO LOTTERIE NAZIONALI

STATEMENTS OF COMPREHENSIVE INCOME

December 31, 2011, 2010 and 2009

(In thousands of Euro)

		For the year ended
		December 31,
	Notes	2011	2010	2009
		(unaudited)
Service revenues	6	—	244,025	327,957
Other revenue		156	956	875
Total Revenue		156	244,981	328,832
Cost of tickets		—	35,238	45,628
Service costs	7	442	68,987	93,448
Depreciation, amortization and write-downs		—	3,623	4,339
Other operating costs		65	538	989
Total Costs		507	108,386	144,404
Operating Income		(351)	136,595	184,428
Financial Income	8	488	3,789	4,332
Financial Expenses	8	(9)	(8,553)	(7,658)
Net Income before income taxes	9	128	131,832	181,103
Income tax expense	9	311	42,723	57,756
Net income for the year		(183)	89,109	123,347
Other comprehensive income:
Components of other comprehensive income		—	—	—
Income tax relating to components of other comprehensive income		—	—	—
Other comprehensive income for the year, net of tax		—	—	—
Total comprehensive income for the year
		(183)	89,109	123,347

F-3

CONSORZIO LOTTERIE NAZIONALI

STATEMENTS OF CHANGES IN EQUITY

December 31, 2011, 2010 and 2009

(In thousands of Euro)

For the year ended December 31, 2011 (unaudited)	Issued Capital	Legal Reserve	Retained Earnings	Total
Balance at January 1, 2011	16,000	3,200	89,109	108,309
Net income for the year	—	—	(183)	(183)
Other comprehensive income/ (loss)	—	—	—	—
Total comprehensive income/ (loss)	—	—	(183)	(183)
Dividend distribution	—	—	(89,109)	(89,109)
Balance at December 31, 2011	16,000	3,200	(183)	19,017
For the year ended December 31, 2010	Issued Capital	Legal Reserve	Retained Earnings	Total
Balance at January 1, 2010	16,000	3,200	123,347	142,547
Net income for the year			89,109	89,109
Other comprehensive income/ (loss)	—	—	—	—
Total comprehensive income/ (loss)	—	—	89,109	89,109
Dividend distribution	—	—	(123,347)	(123,347)
Balance at December 31, 2010	16,000	3,200	89,109	108,309
For the year ended December 31, 2009	Issued Capital	Legal Reserve	Retained Earnings	Total
Balance at January 1, 2009	16,000	3,200	117,731	136,931
Net income for the year	—	—	123,347	123,347
Other comprehensive income/ (loss)	—	—	—	—
Total comprehensive income/ (loss)	—	—	123,347	123,347
Dividend distribution	—	—	(117,731)	(117,731)
Balance at December 31, 2009	16,000	3,200	123,347	142,547

F-4

CONSORZIO LOTTERIE NAZIONALI

CASH FLOW STATEMENTS

December 31, 2011, 2010 and 2009

(In thousands of Euro)

		Year ended December 31,
	Notes	2011	2010	2009
		(unaudited)
Operating activities:
Profit before income tax	9	128	131,831	181,103
Adjustments to reconcile profit before income tax to net cash flow
Depreciation		—	1,667	2,175
Intangible asset amortization		—	235	332
Interest income		—	(42)	(38)
Interest on intercompany loan	8	(488)	(698)	(1,263)
Total accrued interest income		(488)	(740)	(1,301)
Bank interest charges and commissions	8	9	24	26
Other intercompany interest expense		—	345	908
Interest expense to AAMS and other interest expense		—	121	461
Total accrued interest expense		9	490	1,395
Other non-monetary items:
Unrealized foreign exchange (gains)/losses, net		—	—	(137)
Exchange (gains)/losses, net		—	(192)	(389)
Net change in long-term provisions		309	(292)	114
Realized foreign exchange (gains)/losses, net		—	1,304	(1,498)
Income taxes paid		116	(43,857)	(60,878)
Cash flows before changes in working capital		74	90,446	120,916
Change in net working capital:
Inventories		—	5,494	(4,494)
Trade and other receivables:
Trade and other receivables		—	32,135	(3,356)
Receivables from PoS (retailers)		—	35,414	60,693
Related party receivables		—	2,764	(3,769)
Accounts payables:
Payables to AAMS		—	(49,641)	88,213
Payables to others		(315)	154	(697)
Payables to suppliers including related parties		44	37,065	(10,887)
Current income taxes		—	(40,652)	(58,349)

F-5

Deferred income taxes		—	(2,071)	593
Income taxes payables		—	(2,444)	2,106
Other tax receivables		(123)	45,247	55,599
VAT payables and taxes other than income taxes		—	—	(2,109)
Cash flows from operating activities		(320)	153,911	244,459
Investing activities:
Purchases of equipment		—	(1,656)	(1,123)
Purchases of intangible assets		—	(380)	(572)
Disposals of intangible assets		—	6	—
Interest received		—	400	511
Cash flows from investing activities		—	(1,630)	(1,184)
Financing activities
Interest paid		(9)	(466)	(1,005)
Dividends paid		(89,109)	(123,347)	(117,731)
Net change in financial receivables from/payables to parent company		89,107	(28,141)	(124,709)
Cash flows from financing activities		(11)	(151,954)	(243,445)
Net increase (decrease) in cash and cash equivalents		(331)	327	(171)
Cash and cash equivalents at the beginning of the period		331	4	175
Cash and cash equivalents at the end of the period	3	—	331	4

See Note 1 for a description of the transfer of certain asset and liability balances effective October 1, 2010 that materially impacted the financial statements as of and for year ended December 31, 2010 but that did not have a cash flow impact.

F-6

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

1.    Corporate information

Consorzio Lotterie Nazionali (hereinafter “CLN” or “the Company”) is a consortium organized under the laws of the Republic of Italy. The head office of the Company is located in Rome, Italy.

The Company’s operations are entirely in the Republic of Italy. In the month of October 2003, the Italian Ministry of Economy and Finances granted to CLN the exclusive concession to operate various traditional and instant lotteries, including “Scratch and Win” instant games. The Company’s instant and traditional lotteries are available through various vendors located throughout Italy, mainly at tobacco shops, cafès, bars, motorway restaurants and newspaper stands (collectively, “Points of Sale” or “PoS”).

The Company’s deed of association assigns to all of its equity holders specific roles in the Company’s business activities as follows:

• Lottomatica Group S.p.A. (the parent of the Company and formerly Lottomatica S.p.A.): its role includes the design and coordination of the Company’s overall operations including management of the marketing and accounting functions, collection of wagers from Points of Sales, administration of periodic drawings, and procurement of software and hardware for Points of Sale;

• Scientific Games International: its role includes design and production of instant lottery tickets;

• Arianna 2001 S.p.A: its role includes serving as the secure depository and manager of the instant lottery tickets inventory;

• Olivetti S.p.A.: its role includes responsibilities for the supply and maintenance of software and hardware of the Company;

• Servizi Base 2001 S.p.A.: its role includes management of the instant lottery ticket distribution to the Points of Sale.

The concession granted to CLN by the Ministry entity Amministrazione Autonoma dei Monopoli di Stato (hereinafter “AAMS”) expired in the months of March and May of 2010, for traditional lotteries and instant lotteries, respectively. During August 2009, AAMS issued a tender for a new nine-year concession agreement to be effective from June 10, 2010, which was initially awarded to the Company. However, another lottery operator in the Italian market filed an order to annul the tender process, which was granted by the Regional Administrative Court (“TAR”) of Lazio. AAMS and CLN subsequently filed an appeal to the Supreme Administrative Court (Consiglio di Stato) defending the legality of the tender process and requesting an annulment of the decision by the TAR of Lazio.

In a hearing held on March 9, 2010, the Supreme Administrative Court generally accepted the appeal submitted by AAMS and CLN, but also partially accepted the decision of the TAR of Lazio by agreeing that certain laws regulating the tender process were not applicable. Accordingly, on March 30, 2010, AAMS issued a decree aimed at reopening the prior public tender for the new Scratch & Win concession requiring the bidders to submit their applications by May 10, 2010.

On May 13, 2010, AAMS officially awarded CLN as the sole license holder for the new Scratch & Win instant lotteries concession, subject to the requirement that such concession be subscribed by a new company structured as an incorporated entity, as discussed in further detail below. In order to guarantee continuity of service in the meantime, AAMS granted CLN the temporary management of the Scratch & Win instant lotteries, effective June 1, 2010 and ending no later than September 30, 2010. Given the requirements of the tender process, CLN continued its operations through the end of the third calendar quarter of 2010, while a newly established incorporated entity,

F-7

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

Lotterie Nazionali S.r.l. (“LN”), which is also a majority owned subsidiary of Lottomatica Group S.p.A. having substantially the same equity owners and management team as CLN, began managing the instant lottery concession effective October 1, 2010.

On August 5, 2010, LN and AAMS signed the new Scratch & Win instant lotteries concession agreement, effective October 1, 2010. On September 30, 2010, CLN, LN and AAMS signed an addendum to the new concession agreement aimed at regulating a smooth transition to the new entity’s operations and ensuring continuity in the service to be provided by LN. In particular, this addendum required CLN to transfer at book value, effective October 1, 2010, certain of its assets and liabilities as of August 31, 2010 to LN based on the provision of a third separate contract (also signed on September 30, 2010). Based on the accounts and balances transferred at such date, the parties determined the transfer price to be zero (i.e., total assets equaled total liabilities), but agreed to potentially adjust the transfer price before December 31, 2010 based on the results of a third party analysis and valuation (i.e., appraisal) to be conducted throughout the fourth quarter.

The final appraisal validated the net worth valuation criteria initially adopted (i.e., measuring at book value the assets and liabilities to be transferred) by confirming a transfer price of zero. The September 30, 2010 asset and liability balances that were transferred to LN effective October 1, 2010 based on the provision of the addendum to the new concession agreement included the following:

	9/30/2010		9/30/2010
Equipment, net	2,790	Accounts payable	2,709
Intangible assets, net	425	Other liabilities to AAMS	286,295
Inventories	8,124	Related parties payables	127,462
Other current assets	64	Other current liabilities	42
Receivables from PoS (retailers)	227,536
Related party receivables	9,210
Current financial assets from parent company	168,359
	416,508		416,508

The rationale for the zero transfer price resulted from the fact that such transfer was exclusively driven by regulatory and government tax requirements and was also intended to protect Italian lottery consumers’ interests by ensuring continuity in the service. This transfer was, in other words, considered a mandatory (i.e., necessary) action aimed at both regulating the transition to the new concessionaire’s operations and satisfying the new concession’s requirements and was not intended to represent a regular or recurring transfer (i.e., sale) responding to market conditions.

Although virtually all CLN’s assets, liabilities and operations were transferred to LN effective October 1, 2010, the Company was not formally liquidated on such date and still existed on December 31, 2010. However, given that the terms of the original Scratch & Win lotteries concession agreements pertaining to CLN have expired, coupled with the fact that management of the instant lotteries was successfully transitioned to LN during the fourth calendar quarter of 2010, the CLN Board of Directors proposed, on February 9, 2011, to begin formal dissolution of the Company. Such recommendation was presented to, and approved by, the Company’s equity holders in a meeting held on February 24, 2011.

F-8

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

On March 8, 2011, the Company filed to the “Registro delle imprese” the above mentioned approval to pursue an orderly liquidation, as such following all related provisions of Italian Civil Code and then returning any excess cash to the Company’s equity holders.

2.1    Basis of preparation

The Company adopted the liquidation basis of accounting effective March 8, 2011. This basis of accounting is considered appropriate when, among other things, liquidation of a company is probable and the net realizable values of assets are reasonably determinable.  Under this basis of accounting, assets are valued at their net realizable values and liabilities are stated at their estimated settlement amounts.  The conversion to the liquidation basis of accounting required management to make significant estimates and judgments to record assets at estimated net realizable values and liabilities at estimated settlement amounts.

Even though the Company is in a liquidation process, its remaining assets and liabilities have been recognized and measured assuming they will be completely recovered and discharged, respectively, in the normal course of ceasing its business. Specifically, as noted above, such dissolution is the direct result of the transfer of the Company’s business operations to a new entity under common control in accordance with regulatory and governmental requirements and accordingly, is not indicative of a distressed transaction or a liquidation that is occurring under duress.

To the contrary, given the substantial profitability experienced by the Company during the original concession agreement, management expects that the assets existing as of December 31, 2011 will be sufficient to fully settle all of the Company’s liability and equity obligations existing as of that date.

The financial statements of the Company as of December 31, 2011 and for the year then ended were approved for issuance by the Board of Directors in accordance with a resolution dated February 27, 2012.

Statement of Compliance

The financial statements of CLN have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

2.2    Changes in accounting policy

The accounting policies adopted are consistent with those of the previous financial year except as follows.

The Company has adopted the following new and amended IFRS and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations during the year effective as of January 1, 2011. Given the in-liquidation status of the Company, the adoption of these new and amended standards and interpretations did not have any effect on the financial position, performance or cash flows of the Company.

• IAS 24 Related Party Disclosures (amendment);

• IAS 32 Financial Instruments: Presentation (amendment);

• IFRIC 14 Prepayments of a Minimum Funding Requirement (amendment);

• Improvements to IFRSs (May 2010).

F-9

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

The principal effects of these changes are as follows:

IAS 24 Related Party Transactions (Amendment)

The IASB issued an amendment to IAS 24 that clarifies the definitions of a related party. The new definitions emphasise a symmetrical view of related party relationships and clarifies the circumstances in which persons and key management personnel affect related party relationships of an entity. In addition, the amendment introduces an exemption from the general related party disclosure requirements for transactions with government and entities that are controlled, jointly controlled or significantly influenced by the same

government as the reporting entity. The adoption of this amendment had no impact on the financial position, performance or cash flows of the Company.

IAS 32 Financial Instruments: Presentation (Amendment)

The IASB issued an amendment that alters the definition of a financial liability in IAS 32 to enable entities to classify rights issues and certain options or warrants as equity instruments. The amendment is applicable if the rights are given pro rata to all of the existing owners of the same class of an entity’s non-derivative equity instruments, to acquire a fixed number of the entity’s own equity instruments for a fixed amount in any currency. The Company has concluded that the adoption of this amendment had no impact on its financial position, performance or cash flows, as CLN does not have these type of instruments.

IFRIC 14 Prepayments of a Minimum Funding Requirement (Amendment)

The amendment removes an unintended consequence when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover such requirements. The amendment

permits a prepayment of future service cost by the entity to be recognized as a pension asset. The Company is not subject to minimum funding requirements in Euroland, therefore the amendment of the interpretation had no effect on the financial position, performance or cash flows of the Company.

Improvements to IFRSs

In May 2010, the IASB issued its third omnibus of amendments to its standards, primarily with a view to

removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The amendments made can result in accounting changes for presentation, recognition and measurement. The adoption of such amendments resulted in changes to accounting policies but had no effect on the financial position, performance or cash flows of the Company.

• IFRS 3 Business Combinations (Measurement of non-controlling interest (NCI)). Specifies that the option to measure NCIs either at fair value or at the proportionate share of the acquiree’s net identifiable assets at the acquisition date under IFRS 3(2008) applies only to NCIs that are present ownership interests and entitle their holders to a proportionate share of the acquiree’s net assets in the event of liquidation. All other components of NCIs should be measured at their acquisition date fair value, unless another measurement basis is required by IFRSs.

• IFRS 3 Business Combinations (Contingent consideration arising from business combination prior to adoption of IFRS 3 (as revised in 2008)). Clarifies that IAS 32 Financial Instruments: Presentation, IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosures do not apply to contingent consideration that arose from business combinations whose acquisition dates preceded the application of IFRS 3(2008).

• IFRS 3 Business Combinations (Un-replaced and voluntarily replaced share-based payment awards). Specifies that the current requirement to measure awards of the acquirer that replace acquiree share-based payment transactions in accordance with IFRS 2 at the acquisition date (‘market-based measure’) applies

F-10

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

also to share-based payment transactions of the acquiree that are not replaced. Specifies that the current requirement to allocate the market-based measure of replacement awards between the consideration transferred for the business combination and post-combination remuneration applies to all replacement awards regardless of whether the acquirer is obliged to replace the awards or does so voluntarily.

• IFRS 7 Financial Instruments — Disclosures. Simplifies the disclosures provided by reducing the volume of disclosures around collateral held and improving disclosures by requiring qualitative information to put the quantitative information in context.

• IAS 1 Presentation of Financial Statements. Clarifies that an entity may present an analysis of each component of other comprehensive income maybe either in the statement of changes in equity or in the notes to the financial statements.

• IAS 27 Consolidated and Separate Financial Statements. Clarifies that the amendments made to IAS 21 The Effects of Changes in Foreign Rates, IAS 28 Investments in Associates and IAS 31 Interests in Joint Ventures as a result of IAS 27(2008) should be applied prospectively (with the exception of paragraph 35 of IAS 28 and paragraph 46 of IAS 31, which should be applied retrospectively).

• IFRIC 13 Customer Loyalty Programmes (determining the fair value of award credits). Clarifies that the ‘fair value’ of award credits should take into account the amount of discounts or incentives that would otherwise be offered to customers who have not earned award credits from an initial sale and any expected forfeitures.

• IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments IFRIC 19 clarifies that equity instruments issued to a creditor to extinguish liabilities are considerations paid in accordance with paragraph 41 of IAS 39 Financial instruments recognition and measurement. The equity instruments issued are measured at their fair value unless his cannot be reliably measured in which case they are measured at the fair value of the liability. Any gain or loss is immediately recognised in profit or loss. This interpretation is effective for periods beginning on or after July 1, 2010.

2.3    International Financial Reporting Standards to be adopted in 2012 and later

The IASB and IFRIC issued additional standards and interpretations which are effective for periods starting after the date of these financial statements and therefore have yet to be adopted by CLN, assuming the liquidation will not be completed by the time the Company will be required to prepare 2012 financial statements, as described below. Given the in-liquidation status of the Company, the adoption of these new and amended standards is not expected to have any effect on the financial position, performance or cash flows of the Company.

IAS 1 Financial Statement Presentation – Presentation of Items of Other Comprehensive Income

The amendment becomes effective for annual periods beginning on or after July 1, 2012. It changes the grouping of items presented in OCI. Items that could be reclassified (or ‘recycled’) to profit or loss at a future point in time (for example, upon derecognition or settlement) would be presented separately from items that will never be reclassified. The amendment affects presentation only, as such it is not expected to impact the financial position, performance or cash flows of the Company.

IAS 12 Income Taxes – Deferred tax: Recovery of Underlying Assets (Amendment)

The amendment, issued on December 20, 2010, is effective for annual periods beginning on or after January 1, 2012. It provides an exception to the general principles of IAS 12 for investment property measured using the fair value model in IAS 40, Investment Property. The adoption of this amendment is not expected to impact the financial position, performance or cash flows of the Company.

F-11

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

IAS 19 Employee Benefits (Amendment)

The amendment becomes effective for annual periods beginning on or after January 1, 2013.The IASB has issued numerous amendments to IAS 19. These range from fundamental changes such as removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications and re-wording. The adoption of this amendment is not expected to impact the financial position, performance or cash flows of the Company.

IAS 27 Separate Financial Statements (as revised in 2011)

The amendment becomes effective for annual periods beginning on or after January 1, 2013. As a consequence of the new IFRS 10 and IFRS 12, what remains of IAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements. The adoption of this standard is not expected to impact the financial position, performance or cash flows of the Company.

IAS 28 Investments in Associates and Joint Ventures (as revised in 2011)

The amendment becomes effective for annual periods beginning on or after January 1, 2013. As a consequence of the new IFRS 11 and IFRS 12. IAS 28 has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. The Company does not have investments in associates and joint ventures, as such the adoption of this standard is not expected to impact the financial position, performance or cash flows of the Company.

IFRS 7 Financial Instruments: Disclosures — Enhanced Derecognition Disclosure Requirements

The amendment becomes effective for annual periods beginning on or after July 1, 2011. It requires additional disclosure about financial assets that have been transferred but not derecognised to enable the user of the financial statements to understand the relationship with those assets that have not been derecognised and their associated liabilities. In addition, the amendment requires disclosures about continuing involvement in derecognised assets to enable the user to evaluate the nature of, and risks associated with, the entity’s continuing involvement in those derecognised assets. The amendment affects disclosure only, as such it is not expected to impact the financial position, performance or cash flows of the Company.

IFRS 9 Financial Instruments: Classification and Measurement

IFRS 9 as issued reflects the first phase of the IASBs work on the replacement of IAS 39 and applies to

classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard is effective for annual periods beginning on or after January 1, 2013. In subsequent phases, the IASB will address hedge accounting and impairment of financial assets. The completion of this project is expected over the course of 2011 or the first half of 2012. The adoption of the first phase of IFRS 9 is not expected to have an effect on the classification and measurement of the Company’s financial assets and liabilities. The Company will quantify the effect in conjunction with the other phases, when issued, to present a comprehensive picture.

IFRS 10 Consolidated Financial Statements

This standard becomes effective for annual periods beginning on or after January 1, 2013. IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also includes the issues raised in SIC-12 Consolidation—Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by IFRS 10 will require management to exercise significant judgement to determine which entities are controlled, and therefore, are required to be consolidated by a parent, compared with the requirements that were in IAS 27. The Company does not present consolidated financial statements, as such the adoption of this standard is not expected to impact the financial position, performance or cash flows of the Company.

IFRS 11 Joint Arrangements

This standard becomes effective for annual periods beginning on or after January 1, 2013. IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities — Non-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation.

F-12

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

Instead, JCEs that meet the definition of a joint venture must be accounted for using the equity method. The Company does not have JCEs, as such the adoption of this standard is not expected to impact the financial position, performance or cash flows of the Company.

IFRS 12 Disclosure of Involvement with Other Entities

This standard becomes effective for annual periods beginning on or after January 1, 2013. IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required. The adoption of this standard is not expected to impact the financial position, performance or cash flows of the Company

IFRS 13 Fair Value Measurement

This standard becomes effective for annual periods beginning on or after January 1, 2013. IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The adoption of this standard is not expected to impact the financial position, performance or cash flows of the Company.

2.4    Significant accounting judgments, estimates and assumptions

The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Deferred Tax Assets

Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available in the future. Significant management judgment is required to determine the amount of deferred tax assets that can be realized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

2.5    Summary of significant accounting policies

The accounting policies of the Company following its adoption of the liquidating basis of accounting conform to International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Even if the 2011 financial statements have been formally prepared on the liquidation basis of accounting, given the liquid nature of the Company’s assets and liabilities existing as of December 31, 2011 and 2010, management believes that the “in-liquidation” significant accounting policies substantially conform to those previously adopted in “pre-liquidation” for the purpose of the preparation of the financial statements as of December 31, 2010 and for the year then ended. Significant “in-liquidation” accounting policies are described below.

F-13

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

Financial assets

Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets, as appropriate. The Company only has financial assets classified as loans and receivables and fair value through profit and loss. When financial assets are recognized initially on the trade date, they are measured at fair value, plus, in the case of investments not recognized at fair value through profit or loss, directly attributable transaction costs.

The Company determines the classification of its financial assets on initial recognition.

Trade receivables and other receivables

Trade accounts receivable are subsequently measured at amortized cost less impairment. Impairment provisions or allowances for doubtful accounts are generally recorded when there is objective evidence that the Company will not be able to collect the related receivables. Bad debts are written off when identified.

Short-term receivables are not discounted because the effect of discounting cash flows is immaterial.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet are comprised of cash at banks and on hand and short-term, highly liquid investments with an original maturity of three months or less at the date of purchase.

Financial liabilities

Financial liabilities at amortized cost

All loans and borrowings and trade accounts payable are initially recognized at fair value less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest method. Short-term payables are not discounted because the effect of discounting cash flows is immaterial.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Whenever the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a borrowing cost.

Income taxes

Current income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the statement of financial position date.

F-14

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences.

Deferred income tax assets are recognized for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses, can be utilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each statement of financial position date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.

Income tax relating to items recognized directly in equity is recognized in equity and not in the statement of comprehensive income.

3.    Cash and cash equivalents

	December 31,
	2011	2010
	(unaudited)
Cash and cash equivalents	—	331

Cash and cash equivalents are stated at cost, which approximates fair value, and earn interest at market rates. The Company participates in a cash pooling agreement with an equity holder, Lottomatica Group S.p.A., pursuant to which its funds are swept daily into various cash pools managed by Lottomatica Group S.p.A. Amounts swept into the cash pools of Lottomatica Group S.p.A. are classified as “current financial assets from parent company”. For comments on related party balances and transactions, see further disclosure in Notes 10 and 12.

F-15

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

4.    Equity

On February 24, 2011, at the annual meeting, general equity holders’ declared, and the Company subsequently paid, Euro 89,109 in dividends.

The equity holders and issued capital attributed to them are as follows at December 31, 2011:

Equity holder	Percent of issued capital		Issued capital
Lottomatica Group S.p.A.	63	%	10,080
Scientific Games Int.	20	%	3,200
Arianna 2001 S.p.A.	15	%	2,400
Olivetti S.p.A.	1	%	160
Servizi Base 2001 S.p.A.	1	%	160
Total	100	%	16,000

5.    Long term provisions

	Legal
Balance at December 31, 2011 (unaudited)	Matters	Other	Total
Balance at January 1, 2011	438	—	438
Arising during the year	—	400	400
Utilized	(91)	—	(91)
Balance at December 31, 2011	347	400	747

	Legal
Balance at December 31, 2010	Matters	Other	Total
Balance at January 1, 2010	730	—	730
Arising during the year	—	—	—
Utilized	(292)	—	(292)
Balance at December 31, 2010	438	—	438

F-16

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

Legal matters

Provisions’ utilization relates primarily to legal fees paid in connection with the legal matters discussed in Note 12.

Other

Provision in connection with a tax authority verification notified to the Company during the FY 2011 related to the preceding fiscal years.

6     Service revenue

	December 31,
	2011	2010	2009
	(unaudited)
Instant lotteries		243,442	326,827
Traditional lotteries	—	583	1,130
	—	244,025	327,957

The Company previously operated in a highly regulated environment and sold instant and traditional lotteries though counterparties (PoS) located throughout Italy.

The Company effectively ceased operations as of September 30, 2010 upon the expiration of the extended term of the original Scratch & Win instant lotteries concession.

7. Service costs

	December 31,
	2011	2010	2009
	(unaudited)
Service costs from Lottomatica Group S.p.A.	69	46,633	66,411
Points of Sale assistance	—	17,071	21,123
Consulting fees	97	1,564	3,622
Maintenance fees	—	712	993
Advertising costs	—	695	227
Other costs	276	2,312	1,072
	442	68,987	93,448

Current year service costs are not significant and are mainly related to minor intercompany costs and consulting fees. The Company effectively ceased operations as of September 30, 2010 upon the expiration of the extended term of the original Scratch & Win instant lotteries concession.

F-17

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

For comments related to costs from the equity holder Lottomatica Group S.p.A. and other related parties with which the Company conducts business, see the related parties relationships and transactions disclosure in Note 10.

F-18

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

8. Financial income and expenses

	December 31,
	2011	2010	2009
	(unaudited)
Interest income	488	739	1,301
Forward currency contracts	—	192	536
Exchange gains	—	2,858	2,495
Financial income	488	3,789	4,332
Interest expense	9	768	1,453
Forward currency contracts	—	—	147
Factoring of trade receivables contract	—	3,623	5,198
Exchange losses	—	4,162	860
Financial expenses	9	8,553	7,658

Interest income primarily relates to cash pooling transaction with the equity holder Lottomatica as described above.

9.    Income tax

Significant components of income tax expense are as follows:

	December 31,
	2011	2010	2009
	(unaudited)
Current
National (IRES)	30	34,371	50,215
Regional (IRAP)	—	6,281	8,134
Total Current	30	40,652	58,349
Deferred
Deferred income tax recovered	18	2,235	(304)
Deferred income tax (benefit)/expense	—	—	(2)
Total Deferred	18	2,235	(306)
Other adjustments	263	(164)	(287)
Total income tax expense	311	42,723	57,756

F-19

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

The tax effects of temporary differences and carry forwards that give rise to deferred income tax assets and liabilities consist of the following:

	December 31,
	2011	2010
	(unaudited)
Deferred tax assets
Other provisions	123	141
Deferred tax liabilities
	—	—
Net deferred income tax assets	123	141
Net deferred income tax assets at December 31, 2011	123
Net deferred income tax assets at December 31, 2010	141
Deferred income tax expense debited to profit or loss	(18)

The effective income tax rate on profit before income tax differed from the Italian statutory tax rate for the following reasons:

	December 31,
	2011		2010		2009
	(unaudited)
Net income before income tax	128		131,831		181,103
Italian statutory tax rate (IRES)	27.5%		27.5%		27.5%
Theoretical provision for income taxes based on Italian statutory tax rate	35		36,254		49,803
Reconciliation of the theoretical and effective provision for income taxes:
Permanent differences
Italian local tax (IRAP)	—		5,946		7,896
Non-deductible expenses	—		408		81
Other	276		116		(24)
Total tax provision	311		42,723		57,756
Effective tax rate	243.1	%	32.4	%	31.9	%

The temporary differences that give rise to the deferred income tax assets remaining at December 31, 2011 refer to the provisions for legal matters discussed in Note 12 that exclusively relate to the Company. Management expects that these temporary differences will be realized even if the Company’s liquidation is fully implemented

F-20

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

in 2011. This would result in the recognition of a liability for losses that will result in tax deductible amounts (i.e., deductible temporary differences) when the liability is ultimately settled (upon liquidation of the Company or when the litigation is ultimately settled).

In addition, management has determined that it is probable that sufficient taxable profit will be available in 2012 (i.e., interest income generated by the remaining balance of Current financial assets from parent company) against which the Euro 123 remaining deferred tax assets can be utilized.

10.    Geographic information

The Company previously operated geographically only in Italy.

F-21

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

11.    Related parties disclosures

Related parties relationships and transactions are reported in the table below:

	December 31,
	2011	2010
STATEMENTS OF FINANCIAL POSITION	(unaudited)
Current financial assets from parent company
Lottomatica Group S.p.A.	19,566
	19,566
Accounts payable
Lottomatica Group S.p.A.	118
GTech Corp.	—
	118
Current financial payables to parent company
Lottomatica Group S.p.A.	—
	—
	December 31,
	2011	2010	2009
STATEMENTS OF COMPREHENSIVE INCOME	(unaudited)
Cost of tickets
Scientific Games Int.		35,238	45,628
		35,238	45,628
Service costs
Lottomatica Group S.p.A.	69	46,633	66,411
Arianna 2001	—	17,483	19,152
Scientific Games Int.	—	168	1,057
Olivetti S.p.A.	—	137	228
GTech Corp.	—	27	2
	69	64,448	86,850
Financial income
Lottomatica Group S.p.A.	488	698	1,263
	488	698	1,263
Financial expenses
Lottomatica Group S.p.A.	—	345	908
	—	345	908

Current financial assets from parent company refer to the intercompany cash pooling transactions swept daily into the cash pools managed by Lottomatica.

Accounts payable and service costs to the parent company refer to the services rendered to CLN in accordance with intercompany agreements. In particular, they refer primarily to marketing and advertising, data processing, back office and cash pooling activities performed by the parent company and charged to the Company.

F-22

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

Accounts payable and service costs to the equity holder, Arianna 2001, refer to secure depository and distribution expenses.

Financial income and expenses from/to the parent company refer primarily to interest received from/charged by the equity holder Lottomatica Group S.p.A. relating to the Company’s short-term borrowing transactions with the parent company.

All the transactions with related parties, including the intragroup transactions, were executed at terms and conditions that are consistent with market rates and they refer to mutual administrative, financial and organizational services rendered. No atypical and/or unusual transactions have been recorded by the Company.

At December 31, 2011, there were no guarantees made to or received from related parties.

12.    Litigation

“LAS VEGAS” Instantaneous Lottery Petitions

Beginning in April 2006, the Company began receiving payment requests relating to the “Las Vegas” instant lottery tickets (scratch and win) for non-winning tickets.

To-date, 837 petitions and 102 requests for injunctive payments have been received by the Company. There have also been numerous requests for out-of court settlements. These claims amounted to approximately Euro 5.9 million in prize money and requested payment for non-winning tickets. The players claimed that according to their interpretation of the Game Regulations established with the Finance Ministry Decree of February 16, 2005, the amounts corresponding to the winnings indicated in the various areas of the tickets should have been paid every time cards with points from 10 to K appear, even though the regulations state that all the cards must have the same points. As a matter of fact, the players sustained that in all French card games those cards with 10 to K have the same points.

The Company considers these requests unfounded as they do not follow the Game Regulations which explicitly describe the qualifications of a winning ticket. However, in the opinion of legal counsel, other rulings might have a negative outcome based on the same information used in unfavorable rulings against the Company as noted below.

To-date, 327 rulings have been issued fully accepting the reasons represented by legal counsel assisting the Company. With regard to the unfavorable rulings, the Company instructed its legal counsel to file appeals with the Supreme Court.

F-23

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

13.    Financial instruments and financial risk management objective and policies

Fair values

Set out below is a comparison, by category, of the carrying amounts and fair values of our financial instruments.

	12/31/2011		12/31/2010
	(unaudited)
	Carrying	Fair	Carrying	Fair
	Amount	Value	Amount	Value
Financial assets
Current financial assets from parent	19,566	19,566	109,540	109,540
Other current assets	176	176	54	54
Cash and cash equivalents	—	—	331	331
	19,742	19,742	109,925	109,925
Financial liabilities at amortised costs
Accounts payable	374	374	628	628
Current financial liabilities to parent	—	—	1,355	1,355
Other current liabilities	79	79	96	96
	453	453	2,079	2,079

The fair value of the financial assets and liabilities are included at the amount at which the instrument could

be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

• Trade and other receivables, current financial assets from parent, other current assets, cash and cash equivalents, accounts payable, current financial liabilities to parent and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

• The Company previously executed derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs included foreign currency forward contracts. The fair value of these derivatives was calculated principally by reference to forward exchange rates for contracts with similar maturity profiles. The valuation techniques incorporated various inputs including the credit quality of the counterparty in a net liability position.

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

F-24

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

At December 31, 2011, there are no financial instruments to be valued.

Interest income and expense

The following is a breakdown of the Company’s interest income and interest expense by category for the year ended December 31:

	Interest Income			Interest Expense
	2011	2010	2009	2011	2010	2009
	(unaudited)			(unaudited)
Financial assets
Current financial assets from parent company	488	698	1,263	—	—	—
Other current financial assets	—	42	38	—	—	—
Forward currency contracts	—	192	536	—	—	—
	488	932	1,837	—	—	—
Financial liabilities at amortised costs
Current financial payables to parent company	—	—	—	—	345	908
Other current liabilities	—	—	—	—	398	519
	—	—	—	—	743	1,427
Financial liabilities
Bank overdrafts	—	—	—	9	24	26
Factoring of trade receivables contract	—	—	—	—	3,623	5,198
Forward currency contracts	—	—	—	—	—	147
	—	—	—	9	3,647	5,371

Credit risk

The Company’s credit risk is derived from cash and cash equivalents, trade and other receivables and other current assets balances. We maintain cash deposits and trade with only recognized, creditworthy third parties. We evaluate the collectability of trade accounts and sales receivables on a customer by customer basis. Trade and other receivables are reported net of allowances for doubtful accounts. Allowance for doubtful accounts is generally recorded when objective evidence exists that we will not been able to collect the receivable.

With respect to credit risk arising from financial assets of the Company, the Company’s exposure arises only from default of the counterparty, with a maximum exposure equal to the carrying amount of these balances. We manage our exposure to counterparty credit risk by dealing with major, financially sound counterparties with high-grade credit ratings and by limiting exposure to any one counterparty.

The balance of trade receivables and receivables from retailers (including related bad debt allowance provisions) at December 31, 2010 was zero as a result of the transfer of such balances to LN effective October 1, 2010 based on the provision of the addendum to the new concession agreement subscribed by CLN, LN and AAMS on

F-25

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

September 30, 2010 as described above.

The Company has no trade receivables and receivables from retailers as of December 31, 2011 and 2010, as such no ageing needs to be disclosed.

Liquidity risk

The Company participates in a cash pooling agreement with the parent company, Lottomatica Group S.p.A., pursuant to which the Company’s funds are swept daily into various cash pools managed by Lottomatica Group S.p.A. We expect to use the cash generated during the year ended December 31, 2011 and reflected in the balance Current financial assets from parent company to fund our remaining contractual obligations and satisfy our equity obligations (i.e., to reimburse the issued capital and remaining reserves to equity holders) during 2012 in conjunction with the completion of the liquidation of the Company.

The Company does not have any remaining financial liabilities, including derivatives, with maturity dates that exceed 12 months. As such, the contractual maturity dates of the Company’s remaining financial liabilities are all within one year.

The Company, since entering into the cash pooling agreement discussed above, did not enter into any lines of credit or other borrowing arrangements with banks.

Market risk

Foreign currency exchange rate risk

As a result of its operations being ceased on September 30, 2010, the Company no longer entered during 2011 into transactions relating to tickets purchased from the US equity holder Scientific Games Int., which instead affected our 2010 and 2009 financial statements with regard to movements in the USD/EUR exchange rates. When referring to our 2010 and 2009 financial statements, the primary risk inherent in our financial instruments was the market risk arising from adverse changes in foreign currency exchange rates. Historically, we managed our foreign currency exchange risk by entering into foreign currency forward contracts to reduce the exposure associated with certain liabilities denominated in USD, thereby economically hedging approximately 50% of the estimated future supply of tickets. For the majority of fiscal year 2010, the Company was totally exposed to foreign currency exchange rate fluctuations resulting from tickets purchased from Scientific Games Int. in USD as all foreign currency forward contracts matured prior to the beginning of the second fiscal quarter of 2010 to coincide with the expiration of the original concession agreement.

F-26

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of Euro)

The sensitivity analysis to a reasonably possible change in the USD exchange rate, in a range between +10% and -10% compared to the exchange rate as of December 31, 2011, 2010 and 2009, and the related potential effect on the net income and net equity of the Company is as follows:

	Increase/decrease in U.S. Dollar rate	Effect on net income before tax	Effect on equity
2011	10%	—	—
	(10)%	—	—
2010	10%	2,724	1,852
	(10)%	(3,324)	(2,260)
2009	10%	2,230	1,521
	(10)%	(2,726)	(1,859)

Interest rate risk

The Company does not have financing arrangements with banks since its short-term borrowing requirements are provided by Lottomatica Group S.p.A. through the cash pooling agreement previously discussed. The interest rate for the cash pooling agreement is set on a quarterly basis. Consequently, changes in market interest rates would not have a significant effect on the Company’s net income and net equity.

F-27

EX-99.5

Exhibit 99.5

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets as of December 31, 2011 and 2010 (unaudited)		F-2
Statements of Operations for the years ended December 31, 2011, 2010 (unaudited) and 2009 (unaudited)		F-3
Statements of Shareholders’ Equity for the years ended December 31, 2011, 2010 (unaudited) and 2009 (unaudited)		F-4
Statements of Cash Flows for the years ended December 31, 2011, 2010 (unaudited) and 2009 (unaudited)		F-5
Notes to Financial Statements		F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

Beijing CITIC Scientific Games Technology Co., Ltd.

We have audited the accompanying balance sheet of Beijing CITIC Scientific Games Technology Co., Ltd. (the “Company”) as of December 31, 2011, and the related statements of operations, shareholders' equity, and cash flows for the year ended December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Beijing CITIC Scientific Games Technology Co., Ltd. at December 31, 2011, and the results of its operations and its cash flows for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

The 2010 and 2009 financial statements were compiled by us and our report thereon, dated June 27, 2012, stated we did not audit or review those financial statements and, accordingly, express no opinion or other form of assurance on them.

/s/ Ernst & Young Hua Ming

Beijing, People's Republic of China

June 27, 2012

F-2

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

BALANCE SHEETS

As of December 31, 2011 and 2010

(In Renminbi “RMB”)

		As of December 31,
	Notes	2011	2010
			(unaudited)
ASSETS
Current assets
Cash and cash equivalents		157,678,507	101,759,255
Accounts receivable, net of allowance for doubtful accounts of nil as of December 31, 2011 and 2010		144,624,000	120,144,000
Inventories	3	46,915,927	30,870,693
Prepaid expenses		3,617,809	2,495,847
Due from related parties	8	302,140	290,606
Total current assets		353,138,383	255,560,401
Property and equipment, net	4	127,809,916	148,182,649
Rental deposits		1,900,530	1,900,000
Deferred tax assets	7	7,697,909	5,172,634
TOTAL ASSETS		490,546,738	410,815,684
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable		26,151,748	18,030,140
Due to related parties	8	354,767	931,157
Accrued expenses and other payables	5	55,666,441	41,349,437
Income tax payable		1,888,405	6,481,765
Current portion of long-term debt	6	40,000,000	30,000,000
Dividend payable	8	37,516,869	—
Total current liabilities		161,578,230	96,792,499
Long-term debt	6	40,000,000	80,000,000
Total liabilities		201,578,230	176,792,499
Commitments and contingencies	9
Shareholders' equity
Paid-in capital		112,220,000	112,220,000
Additional paid-in capital		2,831	2,831
Statutory reserves		19,980,070	6,999,476
Retained earnings		156,765,607	114,800,878
Total shareholders' equity		288,968,508	234,023,185
Total liabilities and shareholders' equity		490,546,738	410,815,684

The accompanying notes are an integral part of these financial statements.

F-3

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2011, 2010 and 2009

(In Renminbi “RMB”)

		Years Ended December 31,
	Notes	2011		2010		2009
				(unaudited)		(unaudited)
Net Revenues		324,226,085		262,623,237		227,174,454
Cost of sales		(160,961,379	)	(148,602,953	)	(112,629,565	)
Gross profit		163,264,706		114,020,284		114,544,889
Operating expenses:
Selling expenses		(10,204,289	)	(8,577,360	)	(7,782,446	)
General and administrative expenses		(10,419,761	)	(10,005,071	)	(24,525,373	)
Total operating expenses		(20,624,050	)	(18,582,431	)	(32,307,819	)
Income from operations		142,640,656		95,437,853		82,237,070
Other income (expense):
Interest income		839,988		426,474		378,269
Interest expense, net	6	(7,249,381	)	(3,693,132	)	(2,054,590	)
Foreign exchange gain (loss), net		206,632		202,462		(109,317	)
Other income, net		601,000		267,891		764,068
Total other income (expense), net		(5,601,761	)	(2,796,305	)	(1,021,570	)
Income before income tax expense		137,038,895		92,641,548		81,215,500
Income tax expense	7	(8,531,016	)	(23,346,733	)	(20,337,983	)
Net income		128,507,879		69,294,815		60,877,517

The accompanying notes are an integral part of these financial statements.

F-4

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

STATEMENTS OF SHAREHOLDERS' EQUITY

For the Years Ended December 31, 2011, 2010 and 2009

(In Renminbi “RMB”)

	Paid-in capital	Additional paid-in capital	Statutory reserves	(Accumulated loss)/ retained earnings		Total shareholders' equity
Balance as of January 1, 2009 (unaudited)	112,220,000	2,831	—	(8,371,978	)	103,850,853
Net income and comprehensive income (unaudited)	—	—	—	60,877,517		60,877,517
Balance as of December 31, 2009 (unaudited)	112,220,000	2,831	—	52,505,539		164,728,370
Balance as of January 1, 2010 (unaudited)	112,220,000	2,831	—	52,505,539		164,728,370
Net income and comprehensive income (unaudited)	—	—	—	69,294,815		69,294,815
Transfer to statutory reserves (unaudited)	—	—	6,999,476	(6,999,476	)	—
Balance as of December 31, 2010 (unaudited)	112,220,000	2,831	6,999,476	114,800,878		234,023,185
Balance as of January 1, 2011 (unaudited)	112,220,000	2,831	6,999,476	114,800,878		234,023,185
Net income and comprehensive income	—	—	—	128,507,879		128,507,879
Transfer to statutory reserves	—	—	12,980,594	(12,980,594	)	—
Dividend distribution	—	—	—	(73,562,556	)	(73,562,556	)
Balance as of December 31, 2011	112,220,000	2,831	19,980,070	156,765,607		288,968,508

The accompanying notes are an integral part of these financial statements.

F-5

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2011, 2010 and 2009

(In Renminbi “RMB”)

		Years Ended December 31,
	Notes	2011		2010		2009
				(unaudited)		(unaudited)
Cash flows from operating activities:
Net Income		128,507,879		69,294,815		60,877,517
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	4	21,128,467		20,710,945		16,823,238
Deferred income tax (benefit)/expense	7	(2,525,275	)	(4,044,459	)	1,661,182
Changes in operating assets and liabilities:
Accounts receivable		(24,480,000	)	(38,772,000	)	(81,372,000	)
Inventories		(16,045,234	)	(9,668,206	)	(19,961,910	)
Prepaid expenses		(1,121,962	)	(535,690	)	(14,341,986	)
Due from related parties		(11,534	)	(120,000	)	(170,606	)
Rental deposits		(530	)	—		—
Accounts payable		8,134,135		(7,405,897	)	23,725,218
Due to related parties		(576,390	)	(2,151,904	)	(125,826	)
Accrued expenses and other payables		14,317,004		17,281,274		13,269,536
Income tax payable		(4,593,360	)	(1,559,273	)	8,041,038
Net cash provided by operating activities		122,733,200		43,029,605		8,425,401
Investing activities:
Acquisition of property and equipment		(792,182	)	(2,872,942	)	(84,616,926	)
Proceeds from disposal of property and equipment		23,921		—		—
Net cash used in investing activities		(768,261	)	(2,872,942	)	(84,616,926	)
Financing activities:
Dividend paid		(36,045,687	)	—		—
Proceeds from issuance of long-term debt		—		110,000,000		—
Repayments on long-term debt		(30,000,000	)	(148,992,000	)	(9,638,683	)
Net cashed used in financing activities		(66,045,687	)	(38,992,000	)	(9,638,683	)
Net increase/(decrease) in cash and cash equivalents		55,919,252		1,164,663		(85,830,208	)
Cash and cash equivalents at the beginning of the year		101,759,255		100,594,592		186,424,800
Cash and cash equivalents at the end of the year		157,678,507		101,759,255		100,594,592
Supplemental disclosures of cash flow information:
Cash paid during the year:
Income taxes paid		15,649,649		27,444,320		10,635,763
Interest expense paid		7,249,381		6,633,132		10,654,590
Non-cash activities:
Purchase of property and equipment included in accounts payable and accrued liabilities		12,527		10,227		25,930,530

The accompanying notes are an integral part of these financial statements.

F-6

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

(In Renminbi “RMB”)

1. ORGANIZATION AND NATURE OF OPERATIONS

When used in these notes, unless otherwise specified or the context otherwise indicates, all references to the words "we," "us," "our," and the "Company" refer to Beijing CITIC Scientific Games Technology Co., Ltd. in our financial statements.

Beijing CITIC Scientific Games Technology Co., Ltd., was established by Beijing Kexin Shengcai Investment Co., Ltd and Scientific Games Worldwide Limited as a Sino-Foreign joint venture in Beijing, the People's Republic of China (the “PRC”), on July 23 2007.

The Company engages primarily in the manufacturing and sale of lottery tickets and its sole customer is Beijing China Sports Lottery Printing Service Ltd. (“China Sports Lottery”).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, revenue recognition, estimation of sales returns, estimation of allowance for doubtful accounts, lower of cost or market of inventories and useful lives of long-lived assets. Actual results could differ from those estimates.

Foreign currency transactions

The Company's functional and reporting currency is the Renminbi (“RMB”).

Transactions denominated in foreign currencies are re-measured into RMB at the exchange rates quoted by the People's Bank of China (the “PBOC”) prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are re-measured into RMB using the applicable exchange rates quoted by the PBOC at the balance sheet dates. Non-monetary items that are measured in terms of historical cost in a foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Foreign exchange gain and losses are included in the statements of operations.

Fair value measurements of financial instruments

Financial instruments include cash and cash equivalents, accounts receivable, accounts payable, amounts due from/to related parties and long-term debt. The carrying amounts of these financial instruments, other than long-term debt, approximate their fair values due to their short-term maturities.

The carrying value of long-term debt approximates its fair value due to the fact that the related interest rate is based on prevailing market interest rates.

Cash and cash equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three months or less.

Accounts receivable and allowance for doubtful accounts

The Company's sole customer is China Sports Lottery. Accounts receivable from China Sports Lottery are recorded at the invoiced amount, do not bear interest and are due within three months of invoice issuance. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in additional allowances in the future. We determine the allowance based on historical experience, current market trends and China Sports Lottery's ability to pay outstanding balances. Account balances are charged against the allowance after all collection efforts have been evaluated and the potential for recovery is considered remote. There were no amounts recorded as allowance for doubtful accounts at December 31, 2011.

F-7

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

(In Renminbi “RMB”)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventories

Inventories consist primarily of raw materials, work-in-progress and finished goods. Inventories are stated at lower of cost or market. Cost is determined by the weighted-average method. Cost of raw materials are based on purchase costs while costs of work-in-progress and finished goods are comprised of direct material and direct labor and an appropriate portion of overhead costs. Adjustments are made to write down excess or obsolete inventories to their estimated realizable values.

Property and equipment

Property and equipment are stated at cost on acquisition date and depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Item	Estimated useful life
Machinery	5-10 years
Office equipment and others	3-5 years
Transportation equipment	4 years
Purchased software	3 years
Leasehold improvements	Over the shorter of the estimated useful lives of the assets or the lease terms

Repair and maintenance costs that do not improve or extend the useful lives of the assets are charged to expense as incurred, whereas the cost of major additions or improvements that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation, with any resulting gain or loss reflected in the statements of operations.

Income taxes

Income taxes are accounted for under the liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in the statements of operations in the period that includes the enactment date.

The Company applies Accounting Standards Codification (“ASC”) Topic 740-10, Income Taxes: Overall (“ASC 740-10”) to account for uncertainty in income taxes. ASC 740-10 requires that an entity recognizes in the financial statements the impact of a tax position, if that position is not more likely than not to be sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than fifty percent likely of being realized on a cumulative probability basis. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations. For the years ended December 31, 2011, no unrecognized tax benefits or interest and penalties associated with uncertainty in income taxes have been recognized.

F-8

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

(In Renminbi “RMB”)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of long-lived assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of assets, indicates that the carrying amount of an asset may not be recoverable. When these events occur, the Company assesses the recoverability of long-lived assets by comparing the carrying amount of the assets to the expected future undiscounted cash flows resulting from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. No impairment of long-lived assets was recognized for any of the years presented.

Comprehensive Income

Comprehensive income is defined as the change in shareholders' equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive income is reported in the statement of changes in shareholders' equity.

Revenue recognition

Revenue is recognized only when the following four criteria are met (i) persuasive evidence of an arrangement exists, (ii) lottery tickets have been delivered (iii) fees are fixed or determinable, and (iv) collectability is reasonably assured. The Company allows returns of defective and obsolete lottery tickets. Estimates of such sales returns, which reduce net revenues, is based on the Company's historical experience.

Revenue is recorded net of value-added and business taxes.

Selling expenses

Selling expenses represent shipping and handling costs which are expensed as incurred.

Leases

The Company enters into operating leases wherein rental payments are expensed on a straight-line basis over their lease terms.

Government grants

Government grants are recognized where there is reasonable assurance that the grant will be received and all conditions will be complied with. When the grant relates to an expense item, it is recognized over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate.

Employee Benefits

The Company's full time employees in the PRC participate in a government-mandated defined contribution plan pursuant to which certain medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Company to accrue for these benefits based on certain percentages of the employee' salaries, subject to a certain limit, depending on the location of employment. The total contributions for such employee benefits, which was expensed as incurred were RMB 6,955,289 (unaudited), RMB 8,789,836 (unaudited) and RMB 6,659,090 for the years ended December 31, 2009, 2010 and 2011, respectively.

F-9

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

(In Renminbi “RMB”)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Statutory reserves

In accordance with the Regulations on Enterprises with Foreign Investment of China and its Articles of Association, the Company, being a foreign invested enterprise established in the PRC, is required to provide certain statutory reserves, namely the enterprise expansion fund and a staff welfare and bonus fund, both of which are appropriated from net profit as reported in the enterprise's PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors of the Company for all foreign invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distributable as dividends.

As a result of the PRC laws, rules and regulations that require annual appropriations of after-tax income to be set aside prior to payment of dividends as statutory reserves, the Company is restricted in their ability to transfer a portion of their net assets in the form of dividend payments, loans or advances.

Concentrations of risks

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. As of December 31, 2010 and 2011, substantially all of the Company's cash and cash equivalents were deposited in several financial institutions that management believes are of high credit quality.

Accounts receivable are unsecured and derived from revenue earned from the Company's sole customer, China Sports Lottery.

Due to the Company's dependence on China Sports Lottery, any negative events or deterioration in our relationship with China Sports Lottery may cause material loss to the Company and have a material adverse effect on the Company's financial condition and results of operations. As of December 31, 2011, there were no past due accounts receivables from China Sports Lottery and no past history of payment default. Therefore, management is of the view that an allowance for doubtful accounts is not necessary for accounts receivables.

Business and economic risks

The Company believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows: changes in the overall demand for services and products from and its customer relationship with its sole customer, China Sports Lottery; competitive pressures due to new entrants; advances and new trends in new technologies and industry standards; and regulatory considerations.

Interest rate risk

The Company's exposure to interest rate risk primarily relates to the Company's long-term debt obligations. As of December 31, 2011, if the interest rate increases by 100 basis points, with all other variables held constant, the Company's net income and shareholders' equity would decrease by RMB800,000 for the year ended December 31, 2011.

Foreign currency exchange rate risk

The Company's exposure to foreign currency exchange rate risk primarily relates to cash and cash equivalents and transactions with related parties denominated in U.S. dollars.

F-10

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

(In Renminbi “RMB”)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently issued accounting standards

In May 2011, the Financial Accounting Standards Board ("FASB") issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The new guidance amends the accounting and disclosure requirements on fair value measurements. The new guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, the new guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. Nonpublic entities shall begin applying these requirements for fiscal years ending after December 15, 2011. The Company does not anticipate any material impact on its financial statements upon adoption.

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Instead, an entity will be required to present net income and other comprehensive income either in one continuous statement or in two separate but consecutive statements. Nonpublic entities should begin applying these requirements for fiscal years ending after December 15, 2012.

3. INVENTORIES

	December 31,
	2011	2010
		(unaudited)
Raw materials	5,751,515	8,243,534
Parts and work-in-process	5,328,589	3,966,147
Finished goods	35,835,823	18,661,012
	46,915,927	30,870,693

4. PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

	December 31,
	2011		2010
			(unaudited)
Machinery	156,424,217		156,277,508
Office equipment and others	6,879,586		6,836,039
Transportation equipment	504,700		504,700
Purchased software	1,606,396		1,584,858
Leasehold improvements	21,145,738		20,643,162
Property and equipment, at cost	186,560,637		185,846,267
Less: accumulated depreciation	(58,750,721	)	(37,663,618	)
Property and equipment, net	127,809,916		148,182,649

As at December 31, 2011, certain of the Company's machinery with an aggregate carrying value of RMB103,940,831 and RMB118,834,197 (unaudited) as of December 31, 2011 and 2010, respectively, were pledged to secure long-term debt of the Company.

Depreciation expense for the years ended December 31, 2009, 2010 and 2011 was RMB16,823,238 (unaudited), RMB20,710,945 (unaudited) and RMB21,128,467, respectively.

F-11

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

(In Renminbi “RMB”)

5. ACCRUED EXPENSES AND OTHER PAYABLES

	December 31,
	2011	2010
		(unaudited)
Sales return provision	21,023,964	12,158,323
Accrued rental expense	13,118,776	9,323,504
Accrued selling commission to China Sports Lottery	8,981,016	5,134,359
Other taxes	4,187,342	4,661,672
Accrued payroll and employee benefits	2,507,286	4,387,651
Staff welfare and bonus fund	1,998,008	699,948
Other liabilities	3,850,049	4,983,980
	55,666,441	41,349,437

6. LONG-TERM DEBT

	December 31,
	2,011		2,010
			(unaudited)
Interest bearing bank loan	80,000,000		110,000,000
Less: Current portion	(40,000,000	)	(30,000,000	)
Long-term debt - non current	40,000,000		80,000,000

On April 7, 2010, the Company obtained an interest bearing loan from the Bank of Communications which has an annual interest rate equal to the People's Bank of China floating borrowing rate and is due on December 30, 2013. The floating interest rate ranged from 5.76% to 6.90% for the year ended December 31, 2011.The bank loan does not contain any financial covenants and is secured by certain machinery (note 4).

Interest expense on the bank loan for the years ended December 31, 2009, 2010 and 2011 was RMB10,654,590 (unaudited), RMB6,633,132 (unaudited) and RMB7,249,381, respectively. For the year ended December 31, 2009 and 2010, the Company received a government grant of RMB8,600,000 (unaudited) and RMB2,940,000 (unaudited) respectively, to subsidize interest expense relating to the bank loan, which was offset against interest expense. No such government grant was received or recognized for the year ended December 31, 2011.

Aggregate annual principal payments of the long-term debt as of December 31, 2011 are as follows:

	RMB
2012	40,000,000
2013	40,000,000
Total	80,000,000

F-12

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

(In Renminbi “RMB”)

7. INCOME TAX EXPENSE

Pursuant to the PRC New Corporate Income Tax Law (the “New CIT Law”), which became effective on January 1, 2008, PRC resident enterprises including both domestic-invested and foreign invested enterprises are subject to a unified income tax rate of 25%. However, enterprises that qualify as High and New Technology Enterprise (“HNTE”) are entitled to the preferential CIT rate of 15%. In April 2011, the Company obtained the HNTE certificate which was effective retroactively from January 1, 2010, to December 31, 2012. Thus, the Company should be eligible for a preferential CIT rate of 15% retroactive from January 1, 2010 to December 31, 2012. The Company is obligated to complete an annual self-assessment to confirm its continued compliance with the criteria for HNTEs in order to apply the preferential tax rate. The HNTE certificate is valid for three years and the HNTE status is subject to approval and renewal every three years after the initial three-year term.

Income tax expense consists of:

	December 31,
	2011		2010		2009
			(unaudited)		(unaudited)
Current income tax	11,056,291		27,391,192		18,676,801
Deferred income tax (benefit) expense	(2,525,275	)	(4,044,459	)	1,661,182
	8,531,016		23,346,733		20,337,983

The tax effects of temporary differences that give rise to the deferred tax asset balances at December 31, 2010 and 2011 are as follows:

	December 31,
	2011	2010
		(unaudited)
Sales return provision	5,255,991	3,039,581
Accrued rental expense	2,441,918	2,133,053
Deferred tax assets, non-current	7,697,909	5,172,634

The reconciliation of income tax expense computed by applying the statutory income tax rate to pre-tax income is as follows:

	December 31,
	2011		2010	2009
			(unaudited)	(unaudited)
Income tax expense at statutory income tax rate of 25%	34,259,724		23,160,387	20,303,875
Expenses not deductible for tax	75,641		186,346	34,108
Effect of preferential tax rate	(13,552,609	)	—	—
Effect of tax refund for previous year	(10,709,354	)	—	—
Effect of tax rate change on deferred tax assets	(1,010,110	)	—	—
Others	(532,276	)	—	—
Income tax expense	8,531,016		23,346,733	20,337,983

As of December 31, 2011, the tax returns of the Company for the years 2007 to 2011 remain subject to examination by the PRC tax authorities.

F-13

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

(In Renminbi “RMB”)

8. RELATED PARTY TRANSACTIONS

The principal related parties with which the Company had transactions during the years presented are as follows:

Name of related parties	Relationship with the Company
Scientific Games Corporation ("SGC")	Parent company of SGWW
Beijing Kexin Shengcai Investment Co., Ltd.	51% investor of the Company
Scientific Game Worldwide Ltd. ("SGWW")	Wholly-owned subsidiary of SGC and 49% investor of the Company
Scientific Game (China) Co., Ltd.	Wholly-owned subsidiary of SGWW
Scientific Games International	Wholly-owned subsidiary of SGC

a. Related party transactions

The Company's related party transactions are all incurred in the normal course of conducting its business. A summary of these transactions for the years ended December 31, 2009, 2010 and 2011 is as follows:

	December 31,
	2011	2010	2009
		(unaudited)	(unaudited)
Receiving technology service from:
Scientific Games International	1,418,514	2,919,728	3,231,554
Providing warehouse service to:
Scientific Game (China) Co., Ltd.	10,000	145,111	168,750

b. Related party balances

The Company had the following related party balances as of December 31, 2010 and 2011:

	December 31,
	2011	2010
		(unaudited)
Due from related parties
Scientific Game (China) Co., Ltd.	300,606	290,606
Scientific Games International	1,534	—
	302,140	290,606
Due to related parties:
Scientific Game (China) Co., Ltd.	313,861	313,861
Scientific Games International	40,906	617,296
	354,767	931,157
Dividend payable:
Beijing Kexin Shengcai Investment Co., Ltd.	37,516,869	—

All balances with related parties are unsecured, interest-free and repayable on demand.

F-14

BEIJING CITIC SCIENTIFIC GAMES TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

(In Renminbi “RMB”)

9. COMMITMENTS AND CONTINGENCIES

The Company has entered into leasing arrangements with China Sports Lottery for its manufacturing facility and warehouse and also leases office premises from a third party. Payments made under operating leases are expensed on a straight-line basis, after consideration for rent holidays, over the term of the lease. Rental expenses under operating leases for the years ended December 31, 2009, 2010 and 2011 were RMB 12,705,538 (unaudited), RMB13,565,938 (unaudited) and RMB 13,565,938, respectively.

Future minimum lease payments for non-cancellable operating leases as of December 31, 2011 are as follows:

2012	12,573,689
2013	12,736,614
2014	10,909,796
2015	10,177,659
2016 and thereafter	83,265,087
	129,662,845

The Company does not have any commitments for purchase of property and equipment or inventories as of December 31, 2011.

10. SUBSEQUENT EVENTS

We have evaluated subsequent events through June 27, 2012, which represents the date the financial statements were available to be issued, and there were no subsequent events requiring disclosure.

F-15

EX-99.6

Exhibit 99.6

BEIJING GUARD LIBANG TECHNOLOGY CO., LTD.

FINANCIAL STATEMENTS

DECEMBER 31, 2011

(WITH INDEPENDENT AUDITORS’ REPORT THEREON)

Independent Auditors' Report

The Board of Directors

Beijing Guard Libang Technology Co., Ltd.

We have audited the accompanying statement of financial position of Beijing Guard Libang Technology Co., Ltd. as at December 31, 2011 and the related statement of comprehensive income, changes in equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the

purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe

that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Beijing Guard Libang Technology Co., Ltd. as at December 31, 2011, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG Huazhen

Beijing, People's Republic of China

June 26, 2012

Beijing Guard Libang Technology Co., Ltd.

Statement of financial position

(Expressed in Renminbi Yuan)

		December 31,	December 31,	January 1,
	Note	2011	2010	2010
			(unaudited)	(unaudited)
ASSETS
Non-current assets
Property, plant and equipment	8	104,021,494	100,186,418	73,055,394
Deferred tax assets	14	3,813,656	2,547,654	1,978,245
Other non-current assets	9	2,199,281	2,199,281	2,199,281
Total non-current assets		110,034,431	104,933,353	77,232,920
Current assets
Inventories	10	4,672,869	5,101,245	3,226,636
Advances to suppliers	11	31,667,372	18,873,898	18,088,959
Trade and other receivables	12	51,038,557	37,557,594	24,080,803
Cash and cash equivalents	13	37,465,341	30,047,435	37,364,341
Total Current Assets		124,844,139	91,580,172	82,760,739
Total assets		234,878,570	196,513,525	159,993,659
Liabilities
Current liabilities
Trade and other payables		13,920,064	13,147,182	9,092,321
Income tax payable		1,616,142	2,097,276	779,991
Total current liabilities		15,536,206	15,244,458	9,872,312
Total liabilities		15,536,206	15,244,458	9,872,312
Equity
Registered capital	15	89,180,000	89,180,000	89,180,000
Retained earnings		130,162,364	92,089,067	60,941,347
Total equity		219,342,364	181,269,067	150,121,347
Total liabilities and equity		234,878,570	196,513,525	159,993,659

The notes on pages 5 to 27 form part of these financial statements.

1

Beijing Guard Libang Technology Co., Ltd.

Statement of comprehensive income

(Expressed in Renminbi Yuan)

		For the year ended December 31,
	Note	2011		2010
				(unaudited)
Revenue	5	151,609,111		119,723,890
Cost of sales		(58,865,231	)	(45,092,092	)
Gross profit		92,743,880		74,631,798
Other income/(expenses), net		338,155		(587,881	)
Selling and marketing expenses		(35,421,782	)	(24,263,011	)
Administrative expenses		(13,393,189	)	(12,899,262	)
Results from operating activities		44,267,064		36,881,644
Finance income		200,108		116,727
Finance costs		(11,135	)	(13,654	)
Net finance income		188,973		103,073
Profit before income tax		44,456,037		36,984,717
Income tax expense	7	(6,382,740	)	(5,836,997	)
Profit and total comprehensive income for the year		38,073,297		31,147,720

The notes on pages 5 to 27 form part of these financial statements.

2

Beijing Guard Libang Technology Co., Ltd.

Statement of changes in equity

(Expressed in Renminbi Yuan)

	Registered capital	Retained earnings	Total equity
Balance at January 1, 2010 (unaudited)	89,180,000	60,941,347	150,121,347
Profit and total comprehensive income for the year (unaudited)	—	31,147,720	31,147,720
Balance at December 31, 2010 (unaudited)	89,180,000	92,089,067	181,269,067
Balance at January 1, 2011	89,180,000	92,089,067	181,269,067
Profit and total comprehensive income for the year	—	38,073,297	38,073,297
Balance at December 31, 2011	89,180,000	130,162,364	219,342,364

The notes on pages 5 to 27 form part of these financial statements.

3

Beijing Guard Libang Technology Co., Ltd.

Statement of cash flows

(Expressed in Renminbi Yuan)

		Years Ended December 31,
	Note	2011		2010
				(unaudited)
Cash flows from operating activities:
Profit for the year		38,073,297		31,147,720
Adjustments for:
Depreciation	8	59,536,507		44,453,038
Losses on disposal of property, plant and equipment		80,577		197,634
Financial income		(200,108	)	(116,727	)
Income tax expense	7	7,648,742		6,406,406
Changes in:
Inventories		428,376		(1,453,404	)
Trade and other receivables		(13,480,963	)	(13,476,791	)
Advances to suppliers		(12,793,474	)	(784,939	)
Trade and other payables		772,882		4,054,861
Deferred income tax benefits	7	(1,266,002	)	(569,409	)
Income tax paid		(8,129,876	)	(5,089,121	)
Net cash from operating activities		70,669,958		64,769,268
Cash flows from investing activities:
Interest received		200,108		116,727
Net cash received from disposal of property, plant and equipment		—		53,190
Payments for acquisition of property, plant and equipment		(63,452,160	)	(72,256,091	)
Net cash used in investing activities		(63,252,052	)	(72,086,174	)
Net increase/(decrease) in cash and cash equivalents		7,417,906		(7,316,906	)
Cash and cash equivalents at January 1		30,047,435		37,364,341
Cash and cash equivalents at December 31	13	37,465,341		30,047,435

The notes on pages 5 to 27 form part of these financial statements.

4

Beijing Guard Libang Technology Co., Ltd.

Notes to the financial statements

(Expressed in Renminbi Yuan)

1 REPORITNG ENTITY

Beijing Guard Libang Technology Co., Ltd. (the “Company”) is a limited liability company established in Beijing in the People's Republic of China (the “PRC”). The address of the Company's registered office is No.2 Zhongguancun South Avenue, Haidian District, Beijing, the PRC.

The Company is a leading provider of customized computer software, software support, equipment and data communication services to China Welfare Lottery Center (“CWLC”) and its provincial welfare lottery centers. The principal activity of the Company primarily consists of the provision of transaction processing software for the accounting and validation of instant lottery tickets, technical services of communication technology and solution, system integration, installation and testing, ongoing support and maintenance, consulting and training, and the provision of lottery equipment such as point-of-sale terminals and central site computers.

2 BASIS OF PREPARATION

(a) Statement of compliance

As a Chinese company, the Company currently prepares its financial statements in accordance with Accounting Standards for Business Enterprises-Basic Standards issued in 2006, specific accounting standards issued before 2006 and the Accounting Regulations for Business Enterprises, all issued by the Ministry of Finance of the PRC.

For the year ended 31 December 2011, the Company prepared a separate annual financial statements for the purpose of satisfying a regulatory reporting requirement of its significant investor, Scientific Games Corporation (see note 17(a)). This set of financial statements has been prepared in accordance with International Finance Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board. These are the Company's first financial statements prepared in accordance with IFRSs and IFRS 1 First-time Adoption of International Financial Reporting Standards has been applied.

An explanation of how the transition to IFRSs has affected the reported financial position, financial performance and cash flows of the Company is provided in note 19.

The financial statements were authorised for issue by the Board of Directors on June 26, 2012.

5

2 BASIS OF PREPARATION (CONTINUED)

(b) Basis of measurement

Unless otherwise stated, the financial statements have been prepared on historical cost basis.

(c) Functional and presentation currency

These financial statements are presented in Renminbi (“RMB”), which is the Company's functional currency.

(d) Use of estimates and judgements

The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:

• Note 8 - Property, plant and equipment: determination of the estimated useful life of property, plant and equipment

• Note 14 - Deferred tax assets: the realizability of deferred tax assets

• Note 16 - Financial instruments: credit risk

3 SIGNIFICANT ACCOUNTING POLICIES

These accounting policies set out below have been applied consistently to all periods presented in these financial statements and in preparing the opening IFRS statement of financial position at January 1, 2010 for the purpose of the transition to IFRSs, unless otherwise indicated.

(a) Financial Instruments

The Company initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets are recognised initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

6

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(a) Financial Instruments (continued)

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Company's non-derivative financial assets include trade and other receivables.

Trade and other receivables

Trade and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, trade and other receivables are measured at amortised cost using the effective interest method, less any allowance for impairment of doubtful debts (see note 3(f)).

Cash and cash equivalents comprise cash balances and demand deposits with original maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

(b) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses (see note 3(f)).

7

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Property, plant and equipment (continued)

(i) Recognition and measurement (continued)

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the following:

• the cost of materials and direct labour;

• any other costs directly attributable to bringing the assets to a working condition for their intended use;

• when the Company has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and

• capitalised borrowing costs.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

(ii) Subsequent costs

Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Company. Ongoing repairs and maintenance is expensed as incurred.

(iii) Depreciation

Items of property, plant and equipment are depreciated on a straight-line basis in profit or loss over the estimated useful lives of each component.

Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.

The estimated useful life for the Company's property, plant and equipment are as follows:

Lottery system equipment	1-5 years
Office equipment	5 years
Office furniture	5 years
Motor vehicles	5 years

8

3SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(c) Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs. Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses. Other development expenditure is recognised in profit or loss as incurred.

In 2011, the research and development expenditure recognised in profit or loss is RMB 8,130,950 (2010 (unaudited): RMB 2,397,319).

(d) Leased assets

Leases in terms of which the Company assumes substantially all of the risks and rewards of ownership are transferred are classified as finance leases. On initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Other leases are operating leases and are not recognised in the Company's statement of financial position.

(e) Inventories

Inventories are carried at the lower of cost and net realizable value. Cost represents purchase cost of spare parts calculated using the specific identification method. Net realizable value is determined by reference to the sales proceeds of items sold or services rendered in the ordinary course of business or to management's estimates based on prevailing market conditions.

When spare parts are sold or used, the carrying amount of those inventories is recognized as costs of sales and expenses. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realizable value, is recognized as a reduction in the amount of inventories

9

recognized as an expense in the period in which the reversal occurs. No reversal of any write-down of inventories occurred during the years presented.

(f) Impairment

(i) Non-derivative financial assets

A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss events had an impact on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

• Financial assets measured at amortised cost

The Company considers evidence of impairment for financial assets measured at amortised cost at a specific asset level. All individual significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.

In assessing collective impairment, the Company uses the historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management's judgement as to whether current economic and credit conditions are such that the actual loss are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against the related financial assets. When an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

10

3SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(f) Impairment (continued)

(i) Non-derivative financial assets (continued)

•Impairment of doubtful debts

Receivables are assessed for impairment on an individual basis. The provision for bad and doubtful debts is estimated by management based on individual accounts receivable which show signs of un-collectability and an ageing analysis. Provision for other receivables is determined based on their specific nature and management's estimate of their collectability.

(ii) Non-financial assets

The carrying amounts of the Company's non-financial assets, other than biological assets, investment property, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset or cash generating unit (“CGU”) exceeds its recoverable amount.

The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

11

3SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(g) Employee benefits

(i) Defined contribution plans

Pursuant to the relevant laws and regulations in the PRC, the Company has joined a defined contribution retirement plan for the employees arranged by a governmental organisation. A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. The Company makes contributions to the retirement scheme at the applicable rates based on the employees' salaries.

Obligations for contribution to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are discounted to their present value.

(ii) Short-term employee benefits

Short-term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(h) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

12

3SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(i) Revenue

Revenue is recognized to the extent that it is probable the economic benefits associated with the transaction will flow to the Company and the amount of revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts and taxes. Specific recognition criteria must also be met before revenue is recognised as discussed below.

The Company's revenue is derived from the long term lottery system service contracts with CWLC and its provincial welfare lottery centers in the PRC. Under these service contracts, the Company provides transaction processing software for the accounting and validation of instant lottery tickets, technical services of communication technology and solution, system integration, installation and testing, ongoing support and maintenance, consulting and training, and the provision of lottery equipment such as point-of-sale terminals and central site computers. The service contracts provide for a service fee based on a percentage of the retail lottery tickets sales. Since the total service fee from each contract cannot be estimated reliably during the contract term, revenue is recognized based on actual retail lottery ticket sales on a monthly basis. Fees earned under the service contracts are recognized as revenue in the period when all of the following criteria are met:

• Persuasive evidence of an arrangement exists, which is typically when a customer contract has been signed;

• Services have been rendered;

• The fee is deemed to be fixed or determinable and free of contingencies or significant uncertainties; and

• Collectability is reasonably assured.

(j) Leases

(i) Lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

13

3SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(j) Leases (continued)

(i) Determining whether an arrangement contains a lease

At inception of an arrangement, the Company determines whether such an arrangement is or contains a lease. This will be the case if the following two criteria are met:

• the fulfilment of the arrangement is dependent on the use of a specific asset or assets; and

• the arrangement contains a right to use the asset(s).

At inception or on reassessment of the arrangement, the Company separates payments and other consideration required by such an arrangement into those for other elements on the basis of their relative fair values. Subsequently the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Company's incremental borrowing rate.

(k) Finance income and finance costs

Finance income comprises interest income on funds invested and gains on the disposal of available-for-sale financial assets. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and contingent consideration, losses on disposal of available-for-sale financial assets, and impairment losses recognised on financial assets (other than trade receivables).

(l) Income tax

Income tax expense comprises current and deferred taxes. Current tax and deferred tax are recognised in profit or loss except to the extent that they relate to business combinations, or items recognised directly in equity and other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

14

3SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(l) Income tax (continued)

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

• Temporary difference on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit of loss;

• Temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and

• Taxable temporary differences arsing on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

In determining the amount of current and deferred tax, the Company take into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Company believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary difference to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are not discounted.

15

3SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(m) Related parties

(i) A person, or a close member of that person's family, is related to the Company if that person:

• has control or joint control over the Company;

• has significant influence over the Company; or

• is a member of the key management personnel of the Company or the Company's parent.

(ii) An entity is related to the Company if any of the following conditions applies:

• The entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

• One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a Company of which the other entity is a member).

• Both entities are joint ventures of the same third party.

• One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

• The entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company.

• The entity is controlled or jointly controlled by a person identified in (i).

• A person identified in the first point in (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

4 NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after January 1, 2011, and have not been applied in preparing these financial statements. None of these is expected to have significant effect on the financial statements of the Company.

16

5 REVENUE

The principal activity of the Company primarily consists of the provision of transaction processing software for the accounting and validation of instant lottery tickets, technical services of communication technology and solution, system integration, installation and testing, ongoing support and maintenance, consulting and training, and the provision of lottery equipment such as point-of-sale terminals and central site computers.

6 PERSONNEL EXPENSES

	2011	2010
		(unaudited)
Salaries, wages and other benefits	12,074,870	10,721,289
Contribution to defined contribution plans	552,595	506,638
	12,627,465	11,227,927

7 INCOME TAX IN THE STATEMENT OF COMPREHENSIVE INCOME

Under the Enterprise Income Tax Law, the PRC statutory income tax is 25%. In 2008, the Company was recognised by Chinese government as a “High and New Technology Enterprise” (“HNTE”) under the Enterprise Income Tax Law and its relevant regulations, and was entitled to the preferential income tax rate of 15% from 2008 to 2010. In 2011, the Company renewed its HNTE qualification, which entitled it to the preferential income tax rate of 15% for another 3 years from 2011 to 2013.

(a)Income tax in the statements of comprehensive income represents:

	2011		2010
			(unaudited)
Current tax expenses
PRC Enterprise Income Tax	7,648,742		6,406,406
Deferred tax expenses
Origination and reversal of temporary differences	(1,266,002	)	(569,409	)
Total income tax expense	6,382,740		5,836,997

17

7 INCOME TAX IN THE STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)

(b)Reconciliation of effective tax rate

	2011		2010
			(unaudited)
Profit before tax	44,456,037		36,984,717
Income tax calculated at statutory tax rate of 25%	11,114,009		9,246,179
Effect of non-deductible expenses	210,193		257,191
Effect of tax rate differential and preferential tax rate	(4,941,462	)	(3,666,373	)
Total tax expense	6,382,740		5,836,997

8 PROPERTY, PLANT AND EQUIPMENT

	Lottery system equipment		Office equipment		Office furniture		Motor vehicles		Total
Cost
As at January 1, 2010 (unaudited)	118,314,079		1,263,463		145,518		2,015,971		121,739,031
Additions	71,244,605		1,011,486		—		—		72,256,091
Disposals	(29,784,848	)	(246,431	)	—		—		(30,031,279	)
As at December 31, 2010 (unaudited)	159,773,836		2,028,518		145,518		2,015,971		163,963,843
As at January 1, 2011	159,773,836		2,028,518		145,518		2,015,971		163,963,843
Additions	63,244,532		207,628		—		—		63,452,160
Disposals	(35,656,381	)	(174,697	)	(142,050	)	—		(35,973,128	)
As at December 31, 2011	187,361,987		2,061,449		3,468		2,015,971		191,442,875
Depreciation
As at January 1, 2010 (unaudited)	(47,207,361	)	(594,759	)	(56,503	)	(825,014	)	(48,683,637	)
Charge for the year	(43,809,773	)	(233,447	)	(27,590	)	(382,228	)	(44,453,038	)
Written back on disposal	29,181,083		178,167		—		—		29,359,250
As at December 31, 2010 (unaudited)	(61,836,051	)	(650,039	)	(84,093	)	(1,207,242	)	(63,777,425	)
As at January 1, 2011	(61,836,051	)	(650,039	)	(84,093	)	(1,207,242	)	(63,777,425	)
Charge for the year	(58,770,268	)	(358,665	)	(25,346	)	(382,228	)	(59,536,507	)
Written back on disposal	35,638,155		148,191		106,205		—		35,892,551
As at December 31, 2011	(84,968,164	)	(860,513	)	(3,234	)	(1,589,470	)	(87,421,381	)
Carrying amounts
As at December 31, 2011	102,393,823		1,200,936		234		426,501		104,021,494
As at December 31, 2010 (unaudited)	97,937,785		1,378,479		61,425		808,729		100,186,418
As at January 1, 2010 (unaudited)	71,106,718		668,704		89,015		1,190,957		73,055,394

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9 OTHER NON-CURRENT ASSETS

As at December 31, 2011, other long-term assets represented the amount paid on behalf of a former investor. The balances are non-interest bearing, unsecured, and subject to credit risks. No impairment provision is made for the non-current assets because management believes that the risk of uncollectibility is remote.

10INVENTORIES

	December 31,	December 31,	January 1,
	2011	2010	2010
		(unaudited)	(unaudited)
Spare parts	4,672,869	5,101,245	3,226,636

In 2011, the cost of inventories recognised as costs of sales and expenses amounted to RMB 526,713 (2010 (unaudited): RMB 1,111,465).

11 ADVANCES TO SUPPLIERS

Advances to suppliers represent prepayments for lottery service equipment, which were purchased but not yet received by the Company as at December 31, 2011 and 2010.

According to the terms of purchase contracts, the Company is normally required to pay 15% of the purchase price in advance. The Company makes the prepayments without any collaterals. As a result, the Company's claims for such prepayments would rank only as an unsecured claim, which exposes the Company to credit risks of the suppliers.

12 TRADE AND OTHER RECEIVABLES

	December 31,	December 31,	January 1,
	2011	2010	2010
		(unaudited)	(unaudited)
Trade receivables	50,546,911	37,177,639	23,672,503
Other receivables	491,646	379,955	408,300
Total	51,038,557	37,557,594	24,080,803

As at December 31, 2011, all trade receivables are due from CWLC and its provincial welfare lottery centers. No bad debt provision is made for trade receivables because management believes that the risk of uncollectibility is remote. Other receivables mainly represent rental deposits for leased office spaces.

The Company's exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed in note 16.

19

13 CASH AND CASH EQUIVALENTS

	December 31,	December 31,	January 1,
	2011	2010	2010
		(unaudited)	(unaudited)
Demand deposits	37,464,080	30,046,209	37,344,616
Cash on hand	1,261	1,226	19,725
Total	37,465,341	30,047,435	37,364,341

14 DEFERRED TAX ASSETS

Deferred tax assets are attributable to the following:

	December 31,	December 31,	January 1,
	2011	2010	2010
		(unaudited)	(unaudited)
Depreciation of property, plant and equipment	2,256,265	1,273,212	1,021,939
Accrued expenses	1,557,391	1,274,442	956,306
Total	3,813,656	2,547,654	1,978,245

15 REGISTERED CAPITAL

As of December 31, 2011 and 2010, the Company's registered capital of RMB 89,180,000 was fully injected by its immediate parent company, Shenzhen Leli Technology Development Co., Ltd.

16 FINANCIAL INSTRUMENTS

Exposure to credit, liquidity and interest rate risks arises in the normal course of the Company's business. The Company's exposure to these risks and the financial risk management policies and practices used by the Company to manage these risks are described below:

(a) Credit risk

The Company's credit risk is primarily attributable to trade and other receivables. Management has a credit policy in place and the exposures to these credit risks are monitored on an ongoing basis.

20

16FINANCIAL INSTRUMENTS (CONTINUED)

(a) Credit risk (continued)

The Company primarily evaluates customers' credit status and their ability to guarantee payment through its establishment of an appropriate business evaluation system. The Company generally requires customers to settle progress billings in accordance with contracted terms in accordance with agreements. Credit terms are granted to customers, based on credit assessment carried out by management on an individual basis.

The Company currently has only one customer, the CWLC and its provincial welfare lottery centers, which gives rise to significant concentration of credit risk.

(b) Liquidity risk

The Company's objective in managing liquidity risk is to maintain a balance between continuity of funding and flexibility through the use of cash generated by operating activities. Management believes the Company's ability to generate sufficient cash from operations to reinvest in its business is one of its fundamental financial strengths, and combined with the Company's business cash generating capacity, management expects to meet the Company's financial obligations and operating needs in the foreseeable future.

The Company does not have any remaining financial liabilities, including derivatives, with maturity dates that exceed 12 months.

The Company did not enter into any lines of credit or borrowing arrangements with banks.

(c) Interest rate risk

The Company does not have financing arrangements with banks. Consequently, changes in market interest rates would not have a significant effect on the Company's net income and net equity.

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17 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS

(a) Parent and controlling parties

The Company is wholly owned by Shenzhen Leli Technology Development Co., Ltd. (“Shenzhen Leli”), which is ultimately 50% owned by Scientific Games China Holdings Limited and 50% owned by Rexcapital Financial Holding Limited. Scientific Games China Holdings is an indirect wholly owned subsidiary of Scientific Games Corporation.

Shenzhen Leli is located in Shenzhen and its principal activities are technical development and consultancy, with a registered capital of RMB 54,606,000.

(b) Key management personnel compensation

Key management personnel are those persons holding positions with authority and responsibility for planning, directing and controlling the activities of the Company.

Key management personnel compensation comprised the following:

	2011	2010
		(unaudited)
Short-term employee benefits	3,651,950	4,215,669
Post-employment benefits	32,406	35,898

(c) The significant related-party transactions of the Company are summarised as follows:

	2011	2010
		(unaudited)
Receiving services from Scientific Games (China) Co., Ltd.	576,000	525,000

Scientific Games (China) Co., Ltd. is a fellow subsidiary of the Company. The transactions with related parties are priced on an arm's length basis and there is no outstanding balance due to/from the above related party as at December 31, 2011 and 2010.

22

18 OPERATING LEASE COMMITMENTS

As at December 31, the future minimum lease payments under non-cancellable operating leases rentals were as follows:

	2011	2010
		(unaudited)
Within 1 year	1,380,488	905,813
After 1 year but within 2 years	970,864	—
Total	2,351,352	905,813

The Company leases a number of office facilities under operating leases. These operating leases do not contain provision for contingent lease rentals. In 2011, an amount of RMB 1,353,422 (2010 (unaudited): RMB 1,337,712) was recognised as an expense in profit or loss in respect of operating leases.

19 FIRST-TIIME ADOPTION

As stated in note 2(a), these are the Company's first financial statements prepared in accordance with IFRSs.

The accounting policies set out in note 3 have been applied in preparing the financial

statements for the year ended December 31, 2011, the comparative information presented in these financial statements for the year ended December 31, 2010 (unaudited), and in the preparation of an opening IFRS statement of financial position at January 1, 2010 (the Company's date of transition) (unaudited).

In preparing its opening IFRS statement of financial position, the Company has adjusted amounts reported previously in financial statements prepared in accordance with Accounting Standards for Business Enterprises-Basic Standard issued in 2006 and specific accounting standards issued before 2006 (“Previous GAAP”). An explanation of how the transition from Previous GAAP to IFRSs has affected the Company's financial position, financial performance and cash flows is set out in the following tables and the notes.

23

19 FIRST-TIME ADOPTION (CONTINUED)

(a) Reconciliation of equity as at January 1, 2010 (unaudited) and December 31, 2010 (unaudited):

		January 1, 2010 (unaudited)				December 31, 2010 (unaudited)
	note	Previous GAAP	Effect of transition to IFRSs		IFRSs	Previous GAAP	Effect of transition to IFRSs		IFRSs
Assets
Non-current assets
Property, plant and equipment	(iii)	72,930,021	125,373		73,055,394	100,186,418	—		100,186,418
Construction in progress	(iii)	125,373	(125,373	)	—	—	—		—
Deferred tax assets	(ii)	—	1,978,245		1,978,245	—	2,547,654		2,547,654
Other non-current assets		—	2,199,281		2,199,281	2,199,281	—		2,199,281
Total non-current assets		73,055,394	4,177,526		77,232,920	102,385,699	2,547,654		104,933,353
Current assets
Inventories		3,226,636	—		3,226,636	5,101,245	—		5,101,245
Advances to suppliers	(iii)	17,990,866	98,093		18,088,959	18,445,559	428,339		18,873,898
Trade and other receivables		26,280,084	(2,199,281	)	24,080,803	37,557,594	—		37,557,594
Deferred expenses	(iii)	98,093	(98,093	)	—	428,339	(428,339	)	—
Cash and cash equivalents		37,364,341	—		37,364,341	30,047,435	—		30,047,435
Total current assets		84,960,020	(2,199,281	)	82,760,739	91,580,172	—		91,580,172
Total assets		158,015,414	1,978,245		159,993,659	193,965,871	2,547,654		196,513,525
Liabilities
Current liabilities
Receipts in advance		—	—		—	106,038	(106,038	)	—
Trade and other payables	(iii)	1,563,605	7,528,716		9,092,321	2,399,158	10,748,024		13,147,182
Accrued payroll	(iii)	5,058,009	(5,058,009	)	—	5,140,413	(5,140,413	)	—
Staff welfare payable	(iii)	140,339	(140,339	)	—	—	—		—
Other creditors	(iii)	25,644	(25,644	)	—	56,316	(56,316	)	—
Accrued expenses	(iii)	1,317,364	(1,317,364	)	—	3,355,863	(3,355,863	)	—
Taxes payable	(iii)	1,767,351	(1,767,351	)	—	4,186,670	(4,186,670	)	—
Income tax payable	(iii)	—	779,991		779,991	—	2,097,276		2,097,276
Total current liabilities		9,872,312	—		9,872,312	15,244,458	—		15,244,458
Equity
Paid-in capital		89,180,000	—		89,180,000	89,180,000	—		89,180,000
Capital reserve	(ii)	495,369	(495,369	)	—	495,369	(495,369	)	—
Retained earnings	(ii), (iii)	58,467,733	2,473,614		60,941,347	89,046,044	3,043,023		92,089,067
Total equity		148,143,102	1,978,245		150,121,347	178,721,413	2,547,654		181,269,067
Total liabilities and equity		158,015,414	1,978,245		159,993,659	193,965,871	2,547,654		196,513,525

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19FIRST-TIME ADOPTION (CONTINUED)

(b) Reconciliation of comprehensive income for the year ended December 31, 2010 (unaudited)

	Note	Previous GAAP		Effect of transition to IFRSs		IFRSs
Revenue	(i)	126,632,994		(6,909,104	)	119,723,890
Cost of sales	(i)	(45,092,092	)	—		(45,092,092	)
Business taxes and surcharges	(i)	(6,909,104	)	6,909,104		—
Gross profit		74,631,798		—		74,631,798
Other income/expenses, net	(i)	—		(587,881	)	(587,881	)
Selling and marketing expenses		(24,263,011	)	—		(24,263,011	)
Administrative expenses		(12,899,262	)	—		(12,899,262	)
Non-operating income	(i)	12,742		(12,742	)	—
Non-operating expenses	(i)	(600,623	)	600,623		—
Results from operating activities operations		36,881,644		—		36,881,644
Finance income		116,727		—		116,727
Finance costs		(13,654	)	—		(13,654	)
Net finance income		103,073		—		103,073
Profit before income tax		36,984,717		—		36,984,717
Income tax expense	(ii)	(6,406,406	)	569,409		(5,836,997	)
Profit and total comprehensive income for the year		30,578,311		569,409		31,147,720

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19FIRST-TIME ADOPTION (CONTINUED)

(c) Explanation of reconciliation of comprehensive income and financial position

(i) The major reclassifications in the statement of comprehensive income

• Business taxes and surcharges

Under Previous GAAP, the business taxes and surcharges are disclosed separately on the face of the statement of comprehensive income. Under IFRSs, the business taxes and surcharges are offset from revenue. This reclassification had no impact on comprehensive income for the year ended December 31, 2010 (unaudited) or on equity as at December 31, 2010 (unaudited).

• Non-operating income and expenses

Under Previous GAAP, the Company discloses the non-operating income and expenses separately on the face of the statement of comprehensive income. Under IFRSs, these income and expense are disclosed as a net balance as other income/expenses. This reclassification had no impact on comprehensive income for the year ended December 31, 2010 (unaudited) or on equity as at December 31, 2010 (unaudited).

(ii) Income tax

Under Previous GAAP, deferred tax is not recognised in respect of all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. In accordance with IFRSs, deferred tax is recognised in accordance with note 3(l). The Company made retroactive adjustments in this respect. The effect is to increase deferred tax assets by RMB 1,978,245 and RMB 2,547,654 as at January 1, 2010 (unaudited) and as at December 31, 2010 (unaudited) respectively, and to decrease income tax expense by RMB 569,409 for the year ended December 31, 2010 (unaudited).

(iii) Reclassification in the statement of financial position

• Construction in progress

Under Previous GAAP, the construction in progress is disclosed separately on the face of the statement of financial position. Under IFRSs, the Company discloses the balance within property, plant and equipment. This reclassification had no impact on equity as at December 31, 2010 (unaudited) and January 1, 2010 (unaudited).

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19FIRST-TIME ADOPTION (CONTINUED)

(c) Explanation of reconciliation of comprehensive income and financial position (continued)

(iii)Reclassification in the statement of financial position (continued)

• Deferred expenses

Under Previous GAAP, the deferred expenses are disclosed separately on the face of the statement of financial position. Under IFRSs, the Company discloses the balance within advances to suppliers. This reclassification had no impact on equity as at December 31, 2010 (unaudited) and January 1, 2010.

• Accrued payroll, staff welfare payable, other creditors and accrued expenses

Under Previous GAAP, the accrued payroll, staff welfare payable, other creditors and accrued expenses are disclosed separately on the face of the statement of financial position. Under IFRSs, the Company discloses these balances within trade and other payables. This reclassification had no impact on equity at December 31, 2010 (unaudited) and January 1, 2010 (unaudited).

• Taxes payable

Under Previous GAAP, the income tax payable was disclosed together with other taxes payables. Under IFRSs, the income tax payable is disclosed separately on the face of statement of financial position and other taxes payable are disclosed within trade and other payables. This reclassification had no impact on equity at December 31, 2010 (unaudited) and January 1, 2010 (unaudited).

• Capital reserve

Under Previous GAAP, waived liabilities of previous years were recorded as capital reserve. Under IFRSs, the waived liabilities of previous years were recorded in profit/loss in the year the liabilities were waived and therefore included as part of

retained earnings. This reclassification had no impact on equity at December 31, 2010 (unaudited) and January 1, 2010 (unaudited).

(d) Reconciliation in the statement of cash flows

Under Previous GAAP, the Company is required to report its cash flow from operating activities under both direct method and indirect method. Under IFRS, the Company adopts indirect method to report its cash flow from operating activities.

27