Financial Information for Guarantor Subsidiaries and Non-Guarantor Subsidiaries

We conduct substantially all of our business through our domestic and foreign subsidiaries. SGI’s obligations under the Credit Agreement, the 2020 Notes and the 2019 Notes are fully and unconditionally and jointly and severally guaranteed by Scientific Games Corporation (the “Parent Company”) and our 100%-owned domestic subsidiaries other than SGI (the “Guarantor Subsidiaries”). Our 2018 Notes, which were issued by the Parent Company, are fully and unconditionally and jointly and severally guaranteed by our 100% owned domestic subsidiaries, including SGI.

Presented below is condensed consolidated financial information for (i) the Parent Company, (ii) SGI, (iii) the Guarantor Subsidiaries and (iv) our 100%-owned foreign subsidiaries and our non-100%-owned domestic and foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) as of September 30, 2012 and December 31, 2011 and for the three and nine months ended September 30, 2012 and 2011. The condensed consolidating financial information has been presented to show the nature of assets held, results of operations and cash flows of the Parent Company, SGI, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries assuming the guarantee structures of the Credit Agreement, the 2020 Notes, the 2019 Notes and the 2018 Notes were in effect at the beginning of the periods presented.

The condensed consolidated financial information reflects the investments of the Parent Company in the Guarantor and Non-Guarantor Subsidiaries using the equity method of accounting. Corporate interest and administrative expenses have not been allocated to the subsidiaries.

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, 2012



	Parent Company		SGI		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated
Assets
Cash and cash equivalents	$	60,907	$	137	$	—	$	76,560	$	(1,650	)	$	135,954
Accounts receivable, net	—		53,100		39,351		88,356		—			180,807
Inventories	—		24,748		15,695		47,349		—			87,792
Notes receivable	10,300		—		—		—		—			10,300
Other current assets	8,366		5,592		6,078		27,203		—			47,239
Property and equipment, net	4,894		160,490		34,011		197,005		—			396,400
Investment in subsidiaries	545,641		782,243		—		816,416		(2,144,300		)	—
Goodwill	—		273,656		78,618		445,350		—			797,624
Intangible assets	—		41,168		22,963		23,105		—			87,236
Intercompany balances	—		—		274,434		—		(274,434		)	—
Other assets	64,792		19,905		13,804		358,797		(2,615		)	454,683
Total assets	$	694,900	$	1,361,039	$	484,954	$	2,080,141	$	(2,422,999	)	$	2,198,035
Liabilities and stockholders’ equity
Current installments of long-term debt	$	—	$	6,280	$	—	$	8,698	$	—		$	14,978
Other current liabilities	25,872		55,576		33,470		98,650		(1,642		)	211,926
Long-term debt, excluding current installments	250,000		1,200,653		—		3,435		—			1,454,088
Other non-current liabilities	5,101		42,971		11,890		56,944		—			116,906
Intercompany balances	13,790		36,990		—		223,673		(274,453		)	—
Stockholders’ equity	400,137		18,569		439,594		1,688,741		(2,146,904		)	400,137
Total liabilities and stockholders’ equity	$	694,900	$	1,361,039	$	484,954	$	2,080,141	$	(2,422,999	)	$	2,198,035

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2011



	Parent Company		SGI		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated
Assets
Cash and cash equivalents	$	24,042	$	56	$	—	$	81,482	$	(1,178	)	$	104,402
Accounts receivable, net	—		53,531		41,238		87,698		—			182,467
Inventories	—		23,714		16,884		39,144		—			79,742
Notes receivable	—		—		—		—		—			—
Other current assets	8,699		3,409		5,117		21,720		—			38,945
Property and equipment, net	3,522		166,637		36,028		220,301		—			426,488
Investment in subsidiaries	551,256		721,909		—		909,379		(2,182,544		)	—
Goodwill	—		273,656		78,618		416,119		—			768,393
Intangible assets	—		41,520		25,849		19,490		—			86,859
Intercompany balances	125,440		—		231,357		—		(356,797		)	—
Other assets	17,002		82,748		12,265		368,701		(6,101		)	474,615
Total assets	$	729,961	$	1,367,180	$	447,356	$	2,164,034	$	(2,546,620	)	$	2,161,911
Liabilities and stockholders’ equity
Current installments of long-term debt	$	—	$	6,280	$	—	$	19,911	$	—		$	26,191
Other current liabilities	31,231		56,050		30,140		94,692		(1,211		)	210,902
Long-term debt, excluding current installments	250,000		1,104,884		—		9,592		—			1,364,476
Other non-current liabilities	5,016		38,772		13,427		59,413		—			116,628
Intercompany balances	—		71,603		—		285,162		(356,765		)	—
Stockholders’ equity	443,714		89,591		403,789		1,695,264		(2,188,644		)	443,714
Total liabilities and stockholders’ equity	$	729,961	$	1,367,180	$	447,356	$	2,164,034	$	(2,546,620	)	$	2,161,911

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

Three Months Ended September 30, 2012



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	103,225		$	14,005		$	110,873		$	(626	)	$	227,477
Cost of instant tickets, cost of services and cost of sales (1)	—			34,172			37,000			59,359			(1,715		)	128,816
Selling, general and administrative	15,504			12,596			3,354			13,669			(740		)	44,383
Employee termination and restructuring	—			—			—			1,830			—			1,830
Depreciation and amortization	150			7,803			4,996			26,292			—			39,241
Operating (loss) income	(15,654		)	48,654			(31,345		)	9,723			1,829			13,207
Interest expense	5,308			20,439			—			243			—			25,990
Other (income) expense, net	(1,655		)	58,177			(45,292		)	(3,834		)	1,829			9,225
Income (loss) before equity in income of subsidiaries, and income taxes	(19,307		)	(29,962		)	13,947			13,314			—			(22,008		)
Equity in income (loss) of subsidiaries	(4,202		)	13,741			—			—			(9,539		)	—
Income tax expense	3,624			32			—			1,469			—			5,125
Net (loss) income	$	(27,133	)	$	(16,253	)	$	13,947		$	11,845		$	(9,539	)	$	(27,133	)

Other comprehensive (loss) income	27,020			(204		)	—			27,141			(26,937		)	27,020
Comprehensive (loss) income	$	(113	)	$	(16,457	)	$	13,947		$	38,986		$	(36,476	)	$	(113	)

(1) Exclusive of depreciation and amortization.

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

Three Months Ended September 30, 2011



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	95,742		$	19,976		$	107,357		$	(336	)	$	222,739
Cost of instant tickets, cost of services and cost of sales (1)	—			29,288			39,379			57,417			(1,405		)	124,679
Selling, general and administrative	15,476			14,710			2,404			15,096			(26		)	47,660
Employee termination and restructuring costs	—			—			—			1,030			—			1,030
Depreciation and amortization	134			7,449			4,734			15,677			—			27,994
Operating (loss) income	(15,610		)	44,295			(26,541		)	18,137			1,095			21,376
Interest expense	5,351			20,535			—			411			—			26,297
Other (income) expense, net	(529		)	48,233			(46,473		)	(5,325		)	1,095			(2,999		)
Income (loss) before equity in income of subsidiaries, and income taxes	(20,432		)	(24,473		)	19,932			23,051			—			(1,922		)
Equity in income (loss) of subsidiaries	17,197			19,766			—			—			(36,963		)	—
Income tax expense	889			(191		)	—			1,504			—			2,202
Net (loss) income	$	(4,124	)	$	(4,516	)	$	19,932		$	21,547		$	(36,963	)	$	(4,124	)

Other comprehensive income (loss)	(51,892		)	(1,081		)	—			(50,265		)	51,346			(51,892		)
Comprehensive income (loss)	$	(56,016	)	$	(5,597	)	$	19,932		$	(28,718	)	$	14,383		$	(56,016	)

(1) Exclusive of depreciation and amortization.

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

Nine Months Ended September 30, 2012



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	314,053		$	34,155		$	345,995		$	(2,844	)	$	691,359
Cost of instant tickets, cost of services and cost of sales (1)	—			100,277			105,747			189,538			(6,066		)	389,496
Selling, general and administrative	46,152			41,503			9,922			42,306			(2,157		)	137,726
Employee termination and restructuring	—			—			—			10,751			—			10,751
Depreciation and amortization	448			22,691			17,689			68,017			—			108,845
Operating (loss) income	(46,600		)	149,582			(99,203		)	35,383			5,379			44,541
Interest expense	15,915			58,215			1			942			—			75,073
Other (income) expense, net	(4,869		)	140,815			(135,004		)	(12,226		)	5,379			(5,905		)
Income (loss) before equity in income of subsidiaries, and income taxes	(57,646		)	(49,448		)	35,800			46,667			—			(24,627		)
Equity in income (loss) of subsidiaries	(30,198		)	35,436			—			—			(5,238		)	—
Income tax expense	(49,941		)	58,275			—			4,942			—			13,276
Net income (loss)	$	(37,903	)	$	(72,287	)	$	35,800		$	41,725		$	(5,238	)	$	(37,903	)

Other comprehensive income (loss)	24,583			1,114			—			23,545			(24,659		)	24,583
Comprehensive income (loss)	$	(13,320	)	$	(71,173	)	$	35,800		$	65,270		$	(29,897	)	$	(13,320	)

(1) Exclusive of depreciation and amortization.

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

Nine Months Ended September 30, 2011



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	292,842		$	45,774		$	302,087		$	(1,060	)	$	639,643
Cost of instant tickets, cost of services and cost of sales (1)	—			91,087			108,403			159,074			(3,086		)	355,478
Selling, general and administrative	45,932			39,365			7,539			39,599			(1,795		)	130,640
Employee termination and restructuring costs	—			—			—			1,030			—			1,030
Depreciation and amortization	390			22,562			14,343			50,607			—			87,902
Operating income (loss)	(46,322		)	139,828			(84,511		)	51,777			3,821			64,593
Interest expense	16,098			61,817			—			1,246			—			79,161
Other (income) expense, net	(2,748		)	137,429			(139,710		)	(22,235		)	3,821			(23,443		)
Income (loss) before equity in income of subsidiaries, and income taxes	(59,672		)	(59,418		)	55,199			72,766			—			8,875
Equity in income (loss) of subsidiaries	63,902			55,946			—			—			(119,848		)	—
Income tax expense	8,267			(486		)	8			5,123			—			12,912
Net (loss) income	$	(4,037	)	$	(2,986	)	$	55,191		$	67,643		$	(119,848	)	$	(4,037	)

Other comprehensive income (loss)	(3,018		)	3,298			—			(5,590		)	2,292			(3,018		)
Comprehensive income (loss)	$	(7,055	)	$	312		$	55,191		$	62,053		$	(117,556	)	$	(7,055	)

(1) Exclusive of depreciation and amortization.

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2012



	Parent Company			SGI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated
Net cash (used in) provided by operating activities	$	(37,200	)	$	1,041		$	41,034		$	103,011		$	42		$	107,928
Cash flows from investing activities:
Capital, lottery and gaming systems expenditures, other intangible assets and software expenditures	(1,895		)	(23,174		)	(12,542		)	(42,415		)	—			(80,026		)
Business acquisitions, net of cash acquired	—			(1,000		)	—			(22,989		)	—			(23,989		)
Other assets and investments	(193		)	(20,820		)	156			109,208			(71,636		)	16,715
Net cash (used in) provided by investing activities	(2,088		)	(44,994		)	(12,386		)	43,804			(71,636		)	(87,300		)
Cash flows from financing activities:
Net proceeds (payments) on long-term debt	—			95,290			—			(17,463		)	—			77,827
Net redemptions of common stock under stock-based compensation plans	(4,797		)	—			5			(71,650		)	71,645			(4,797		)
Payments of financing fees	—			(13,497		)	—			—			—			(13,497		)
Purchase of treasury stock	(47,401		)	—			—			—			—			(47,401		)
Other, principally intercompany balances	128,351			(37,773		)	(29,126		)	(61,401		)	(51		)	—
Net cash provided by (used in) financing activities	76,153			44,020			(29,121		)	(150,514		)	71,594			12,132
Effect of exchange rate changes on cash	—			14			—			(1,222		)	—			(1,208		)
Increase (decrease) in cash and cash equivalents	36,865			81			(473		)	(4,921		)	—			31,552
Cash and cash equivalents, beginning of period	24,042			56			2,379			77,925			—			104,402
Cash and cash equivalents, end of period	$	60,907		$	137		$	1,906		$	73,004		$	—		$	135,954

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2011



	Parent Company			SGI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated
Net cash (used in) provided by operating activities	$	(34,903	)	$	37,712		$	48,075		$	101,770		$	(27	)	$	152,627
Cash flows from investing activities:
Capital, lottery and gaming systems expenditures, other intangible assets and software expenditures	(1,499		)	(23,768		)	(1,766		)	(12,802		)	—			(39,835		)
Business acquisitions, net of cash acquired	—			—			—			(50,177		)	—			(50,177		)
Other assets and investments	(368		)	(17,332		)	(9,108		)	(523,575		)	472,613			(77,770		)
Net cash (used in) provided by investing activities	(1,867		)	(41,100		)	(10,874		)	(586,554		)	472,613			(167,782		)
Cash flows from financing activities:
Net payments on long-term debt	—			(4,710		)	—			(1,522		)	—			(6,232		)
Net redemptions of common stock under stock-based compensation plans	(1,426		)	—			20			470,235			(470,255		)	(1,426		)
Payments of financing fees	(67		)	(9,119		)	—			—			—			(9,186		)
Other, principally intercompany balances	(2,974		)	18,424			(38,555		)	22,938			167			—
Net cash (used in) provided by financing activities	(4,467		)	4,595			(38,535		)	491,651			(470,088		)	(16,844		)
Effect of exchange rate changes on cash	(722		)	(1,251		)	—			(932		)	(2,498		)	(5,403		)
Increase (decrease) in cash and cash equivalents	(41,959		)	(44		)	(1,334		)	5,935			—			(37,402		)
Cash and cash equivalents, beginning of period	62,639			150			2,279			59,213			—			124,281
Cash and cash equivalents, end of period	$	20,680		$	106		$	945		$	65,148		$	—		$	86,879