Financial Information for Guarantor Subsidiaries and Non-Guarantor Subsidiaries

We conduct substantially all of our business through our U.S. 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 U.S. 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 U.S. 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 U.S. and foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) as of March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012. 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 our obligations as disclosed in Note 13 of the Notes to Consolidated Financial Statements in our 2012 Annual Report on Form 10-K for all 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 March 31, 2013



	Parent Company		SGI			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated
Assets
Cash and cash equivalents	$	16,703	$	151		$	—	$	74,647	$	(1,482	)	$	90,019
Restricted cash	—		—			—		28,543		—			28,543
Accounts receivable, net	—		59,790			28,966		93,747		—			182,503
Inventories	—		25,281			15,191		30,308		—			70,780
Note receivable	10,373		—			—		—		—			10,373
Other current assets	9,059		4,111			7,340		32,581		—			53,091
Property and equipment, net	6,079		147,453			33,697		193,455		—			380,684
Investment in subsidiaries	492,107		813,544			—		855,802		(2,161,453		)	—
Goodwill	—		253,928			76,742		452,092		—			782,762
Intangible assets	—		41,816			38,369		19,190		—			99,375
Intercompany balances	58,739		—			310,248		—		(368,987		)	—
Other assets	7,685		74,230			8,575		348,219		(2,613		)	436,096
Total assets	$	600,745	$	1,420,304		$	519,128	$	2,128,584	$	(2,534,535	)	$	2,134,226
Liabilities and stockholders’ equity
Current installments of long-term debt	$	—	$	6,280		$	—	$	10,615	$	—		$	16,895
Other current liabilities	17,573		54,624			31,928		115,383		(1,488		)	218,020
Long-term debt, excluding current installments	250,000		1,197,849			—		2,998		—			1,450,847
Other non-current liabilities	17,022		25,771			31,876		57,645		—			132,314
Intercompany balances	—		144,608			—		224,398		(369,006		)	—
Stockholders’ equity	316,150		(8,828		)	455,324		1,717,545		(2,164,041		)	316,150
Total liabilities and stockholders’ equity	$	600,745	$	1,420,304		$	519,128	$	2,128,584	$	(2,534,535	)	$	2,134,226

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2012



	Parent Company		SGI			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated
Assets
Cash and cash equivalents	$	27,159	$	201		$	—	$	82,834	$	(1,179	)	$	109,015
Restricted cash	—		—			—		30,398		—			30,398
Accounts receivable, net	—		63,944			29,156		116,815		—			209,915
Inventories	—		25,411			16,063		29,781		—			71,255
Note receivable	10,298					—		—		—			10,298
Other current assets	9,693		3,809			6,773		33,507		—			53,782
Property and equipment, net	5,727		154,243			32,957		183,950		—			376,877
Investment in subsidiaries	520,969		802,425			—		855,801		(2,179,195		)	—
Goodwill	—		253,928			76,741		470,659		—			801,328
Intangible assets	—		42,000			20,367		21,924		—			84,291
Intercompany balances	79,735		—			302,396		—		(382,131		)	—
Other assets	6,479		74,923			7,507		353,455		(2,615		)	439,749
Total assets	$	660,060	$	1,420,884		$	491,960	$	2,179,124	$	(2,565,120	)	$	2,186,908
Liabilities and stockholders’ equity
Current installments of long-term debt	$	—	$	6,280		$	—	$	10,178	$	—		$	16,458
Other current liabilities	28,485		58,473			35,436		118,682		(1,187		)	239,889
Long-term debt, excluding current installments	250,000		1,199,247			—		2,461		—			1,451,708
Other non-current liabilities	16,784		25,560			12,174		59,544		—			114,062
Intercompany balances	—		136,402			—		245,748		(382,150		)	—
Stockholders’ equity	364,791		(5,078		)	444,350		1,742,511		(2,181,783		)	364,791
Total liabilities and stockholders’ equity	$	660,060	$	1,420,884		$	491,960	$	2,179,124	$	(2,565,120	)	$	2,186,908

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

Three Months Ended March 31, 2013



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	100,773		$	12,115		$	107,625		$	(925	)	$	219,588
Cost of instant ticket revenue, cost of services and cost of sales (1)	—			32,546			34,348			59,907			(2,083		)	124,718
Selling, general and administrative expenses	17,609			14,213			2,953			16,449			(583		)	50,641
Employee termination and restructuring costs	—			—			—			331			—			331
Depreciation and amortization	160			9,105			5,506			17,998			—			32,769
Operating income (loss)	(17,769		)	44,909			(30,692		)	12,940			1,741			11,129
Interest expense	(5,306		)	(19,440		)	—			(262		)	—			(25,008		)
Other income (expense), net	2,464			(40,376		)	41,665			3,126			(1,741		)	5,138
Income (loss) before equity in income of subsidiaries, and income taxes	(20,611		)	(14,907		)	10,973			15,804			—			(8,741		)
Equity in income (loss) of subsidiaries	10,117			10,917			—			—			(21,034		)	—
Income tax expense	1,793			41			—			1,712			—			3,546
Net (loss) income from continuing operations	$	(12,287	)	$	(4,031	)	$	10,973		$	14,092		$	(21,034	)	$	(12,287	)

Net loss from discontinued operations	(866		)	—			—			(866		)	866			(866		)

Net (loss) income	(13,153		)	(4,031		)	10,973			13,226			(20,168		)	(13,153		)

Other comprehensive income (loss)	(38,111		)	280			—			(38,202		)	37,922			(38,111		)
Comprehensive income (loss)	$	(51,264	)	$	(3,751	)	$	10,973		$	(24,976	)	$	17,754		$	(51,264	)

(1) Exclusive of depreciation and amortization.

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

Three Months Ended March 31, 2012



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	106,651		$	9,549		$	115,567		$	(573	)	$	231,194
Cost of instant ticket revenue, cost of services and cost of sales (1)	—			32,990			34,214			64,615			(1,626		)	130,193
Selling, general and administrative expenses	15,522			14,737			3,632			12,058			(651		)	45,298
Employee termination and restructuring costs	—			—			—			2,304			—			2,304
Depreciation and amortization	149			7,320			4,777			16,222			—			28,468
Operating income (loss)	(15,671		)	51,604			(33,074		)	20,368			1,704			24,931
Interest expense	(5,302		)	(19,172		)	—			(424		)	—			(24,898		)
Other income (expense), net	2,188			(40,049		)	45,321			3,611			(1,704		)	9,367
Income (loss) before equity in income of subsidiaries, and income taxes	(18,785		)	(7,617		)	12,247			23,555			—			9,400
Equity in income (loss) of subsidiaries	(32,270		)	12,107			—			—			20,163			—
Income tax expense	(54,923		)	58,199			—			2,256			—			5,532
Net income (loss)	$	3,868		$	(53,709	)	$	12,247		$	21,299		$	20,163		$	3,868

Net loss from discontinued operations	(2,049		)	—			—			(2,049		)	2,049			(2,049		)

Net (loss) income	1,819			(53,709		)	12,247			19,250			22,212			1,819

Other comprehensive income (loss)	25,422			219			—			25,031			(25,250		)	25,422
Comprehensive income (loss)	$	27,241		$	(53,490	)	$	12,247		$	44,281		$	(3,038	)	$	27,241

(1) Exclusive of depreciation and amortization.

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2013



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated
Net cash (used in) provided by operating activities	$	(15,176	)	$	646		$	1,767		$	35,998		$	0	$	23,235
Cash flows from investing activities:															—
Capital, lottery and gaming systems expenditures	(1,492		)	(4,221		)	(8,415		)	(22,152		)	—		(36,280		)
Business acquisitions, net of cash acquired	—			—			—			(287		)	—		(287		)
Other assets and investments	(159		)	(15		)	—			1,830			—		1,656
Net cash used in investing activities	(1,651		)	(4,236		)	(8,415		)	(20,609		)	—		(34,911		)
Cash flows from financing activities:
Net (payments) proceeds on long-term debt	—			(1,570		)	—			946			—		(624		)
Net redemptions of common stock under stock-based compensation plans	(2,945		)	—			—			—			—		(2,945		)
Payment of financing fees	—			(24		)	—			—			—		(24		)
Other, principally intercompany balances	9,315			5,433			6,345			(21,107		)	14		—
Net cash provided by (used in) financing activities	6,370			3,839			6,345			(20,161		)	14		(3,593		)
Effect of exchange rate changes on cash	—			(299		)	—			(3,428		)	—		(3,727		)
Decrease in cash and cash equivalents	(10,457		)	(50		)	(303		)	(8,200		)	14		(18,996		)
Cash and cash equivalents, beginning of period	27,160			201			2,378			79,276			—		109,015
Cash and cash equivalents, end of period	$	16,703		$	151		$	2,075		$	71,076		$	14	$	90,019

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2012



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Net cash (used in) provided by operating activities	$	(14,095	)	$	14,044		$	1,337		$	20,593		$	45		$	21,924
Cash flows from investing activities:
Capital, lottery and gaming systems expenditures	(423		)	(6,078		)	(3,757		)	(11,539		)	—			(21,797		)
Business acquisitions, net of cash acquired	—			—			—			(344		)	—			(344		)
Other assets and investments	(12		)	(51,411		)	156			55,742			(2,136		)	2,339
Net cash provided by (used in) investing activities	(435		)	(57,489		)	(3,601		)	43,859			(2,136		)	(19,802		)
Cash flows from financing activities:
Net payments on long-term debt	—			(1,570		)	—			(1,981		)	—			(3,551		)
Net redemptions of common stock under stock-based compensation plans	(3,555		)	—			5			(2,141		)	2,136			(3,555		)
Purchase of treasury stock	—			—			—			—			—			—
Payment of financing fees	—			(57		)	—			—			—			(57		)
Other, principally intercompany balances	15,946			45,041			998			(61,940		)	(45		)	—
Net cash provided by (used in) financing activities	12,391			43,414			1,003			(66,062		)	2,091			(7,163		)
Effect of exchange rate changes on cash	—			272			—			770			—			1,042
Increase (decrease) in cash and cash equivalents	(2,139		)	241			(1,261		)	(840		)	—			(3,999		)
Cash and cash equivalents, beginning of period	24,042			56			2,379			77,925			—			104,402
Cash and cash equivalents, end of period	$	21,903		$	297		$	1,118		$	77,085		$	—		$	100,403