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 substantially all of 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. The guarantees of our 2020 Notes, 2019 Notes and 2018 Notes will terminate under following customary circumstances: (1) the sale or disposition of the capital stock of the guarantor (including by consolidation or merger of the guarantor into another person); (2) the liquidation or dissolution of the guarantor; (3) the defeasance or satisfaction and discharge of the notes; (4) the release of the guarantor from any guarantees of indebtedness of the Parent Company and SGI (or, in the case of the 2018 Notes, the release of the guarantor from any guarantees of indebtedness of the Parent Company); and (5) in the case of the 2020 Notes, the proper designation of the guarantor as an unrestricted subsidiary pursuant to the indenture governing the 2020 Notes.

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 December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013, 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. Net changes in intercompany due from/due to accounts are reported in the accompanying Supplemental Condensed Consolidating Statements of Cash Flows as investing activities if the applicable entities have a net investment (asset) in intercompany accounts, and as a financing activity if the applicable entities have a net intercompany borrowing (liability) balance. This is a correction from the prior-year presentation that reflected all changes in intercompany due to/due from accounts as financing activities in the Supplemental Condensed Consolidating Statements of Cash Flows. This correction had no impact on our consolidated results of operations for the years presented.

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013



	Parent Company		SGI			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated
Assets
Cash and cash equivalents	$	56.0	$	—		$	24.4	$	73.3	$	—		$	153.7
Restricted Cash	—		—			10.9		—		—			10.9
Accounts receivable, net	—		66.9			135.4		143.7		—			346.0
Notes receivable, net	—		—			90.9		67.8		—			158.7
Inventories	—		28.2			59.6		50.0		—			137.8
Other current assets	13.9		10.5			95.0		35.0		—			154.4
Property and equipment, net	1.1		137.3			441.3		192.9		—			772.6
Investment in subsidiaries	1,962.5		796.5			—		—		(2,759.0		)	—
Goodwill	—		251.7			464.6		470.6		—			1,186.9
Intangible assets	1.9		42.0			340.6		26.6		—			411.1
Intercompany balances	—		1,430.1			296.3		—		(1,726.4		)	—
Other assets	15.4		179.4			293.6		421.4		—			909.8
Total assets	$	2,050.8	$	2,942.6		$	2,252.6	$	1,481.3	$	(4,485.4	)	$	4,241.9
Liabilities and stockholders’ equity
Current installments of long-term debt	$	—	$	23.0		$	—	$	7.4	$	—		$	30.4
Other current liabilities	30.4		63.2			174.9		158.2		—			426.7
Long-term debt, excluding current installments	250.0		2,912.2			—		—		—			3,162.2
Other non-current liabilities	20.8		37.8			121.2		67.8		—			247.6
Intercompany balances	1,374.6		—			—		351.8		(1,726.4		)	—
Stockholders’ equity	375.0		(93.6		)	1,956.5		896.1		(2,759.0		)	375.0
Total liabilities and stockholders’ equity	$	2,050.8	$	2,942.6		$	2,252.6	$	1,481.3	$	(4,485.4	)	$	4,241.9

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2012



	Parent Company		SGI			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated
Assets
Cash and cash equivalents	$	27.2	$	0.2		$	—	$	82.8	$	(1.2	)	$	109.0
Restricted Cash	—		—			—		30.4		—			30.4
Accounts receivable, net	—		63.9			29.1		116.9		—			209.9
Notes receivable	10.3					—		—		—			10.3
Inventories	—		25.4			16.1		29.8		—			71.3
Other current assets	9.7		3.8			6.8		33.4		—			53.7
Property and equipment, net	5.8		154.2			33.0		183.9		—			376.9
Investment in subsidiaries	521.0		802.4			—		855.8		(2,179.2		)	—
Goodwill	—		253.9			76.7		470.8		—			801.4
Intangible assets	—		42.0			20.4		21.9		—			84.3
Intercompany balances	79.7		—			302.4		—		(382.1		)	—
Other assets	6.4		75.0			7.5		353.4		(2.6		)	439.7
Total assets	$	660.1	$	1,420.8		$	492.0	$	2,179.1	$	(2,565.1	)	$	2,186.9
Liabilities and stockholders’ equity													—
Current installments of long-term debt	—		6.3			—		10.2		—			16.5
Other current liabilities	28.5		58.4			35.4		118.7		(1.2		)	239.8
Long-term debt, excluding current installments	250.0		1,199.2			—		2.5		—			1,451.7
Other non-current liabilities	16.8		25.6			12.2		59.5		—			114.1
Intercompany balances	—		136.4			—		245.7		(382.1		)	—
Stockholders’ equity	364.8		(5.1		)	444.4		1,742.5		(2,181.8		)	364.8
Total liabilities and stockholders’ equity	$	660.1	$	1,420.8		$	492.0	$	2,179.1	$	(2,565.1	)	$	2,186.9

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF

OPERATIONS AND COMPREHENSIVE LOSS

Year Ended December 31, 2013



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	413.1		$	164.9		$	516.8		$	(3.9	)	$	1,090.9
Cost of instant games, cost of services and cost of product sales (1)	—			129.1			183.8			287.3			(8.5		)	591.7
Selling, general and administrative	77.2			52.7			50.3			87.8			(1.6		)	266.4
Research and development	—			4.6			17.4			4.0			—			26.0
Employee termination and restructuring costs	8.9			2.8			3.5			7.5			—			22.7
Depreciation and amortization	1.2			46.1			61.4			93.7						202.4
Operating (loss) income	(87.3		)	177.8			(151.5		)	36.5			6.2			(18.3		)
Interest expense	(21.3		)	(97.2		)	(0.2		)	(0.8		)	—			(119.5		)
Other income (expense)	16.3			(190.5		)	181.2			(6.3		)	(6.2		)	(5.5		)
Net (loss) income before equity in income of subsidiaries, and income taxes	(92.3		)	(109.9		)	29.5			29.4			—			(143.3		)
Equity in (loss) income of subsidiaries	(61.8		)	29.4			—			—			32.4			—
Income tax benefit (expense)	128.5			(0.3		)	—			(10.5		)				117.7
Net (loss) income from continuing operations	$	(25.6	)	$	(80.8	)	$	29.5		$	18.9		$	32.4		$	(25.6	)

Net loss from discontinued operations	(4.6		)	—			—			(4.6		)	4.6			(4.6		)

Net (loss) income	(30.2		)	(80.8		)	29.5			14.3			37.0			(30.2		)

Other comprehensive income (loss)	21.3			(1.8		)	—			1.1			0.7			21.3
Comprehensive (loss) income	$	(8.9	)	$	(82.6	)	$	29.5		$	15.4		$	37.7		$	(8.9	)

_______________________________________________________________________________


(1)	Exclusive of depreciation and amortization.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF

OPERATIONS AND COMPREHENSIVE LOSS

Year Ended December 31, 2012



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	421.9		$	45.0		$	466.2		$	(4.5	)	$	928.6
Cost of instant games, cost of services and cost of product sales (1)	—			136.2			138.5			252.4			(8.8		)	518.3
Selling, general and administrative	65.0			51.9			11.7			54.0			(3.2		)	179.4
Research and development	—			4.1			0.4			2.1			—			6.6
Employee termination and restructuring costs	—			—			—			10.6			—			10.6
Depreciation and amortization	0.6			36.6			24.0			89.6			—			150.8
Operating (loss) income	(65.6		)	193.1			(129.6		)	57.5			7.5			62.9
Interest expense	(21.2		)	(77.6		)	—			(1.2		)	—			(100.0		)
Other expense (income)	29.0			(193.0		)	170.2			15.2			(7.5		)	13.9
Net (loss) income before equity in income of subsidiaries, and income taxes	(57.8		)	(77.5		)	40.6			71.5			—			(23.2		)
Equity in (loss) income of subsidiaries	(41.8		)	40.0			—			—			1.8			—
Income tax benefit (expense)	55.7			(58.3		)	—			(18.1		)	—			(20.7		)
Net (loss) income from continuing operations	(43.9		)	(95.8		)	40.6			53.4			1.8			(43.9		)

Net loss from discontinued operations	(18.7		)	—			—			(18.7		)	18.7			(18.7		)

Net (loss) income	(62.6		)	(95.8		)	40.6			34.7			20.5			(62.6		)

Other comprehensive (loss) income	29.8			1.0			—			28.7			(29.7		)	29.8
Comprehensive (loss) income	$	(32.8	)	$	(94.8	)	$	40.6		$	63.4		$	(9.2	)	$	(32.8	)

_______________________________________________________________________________


(1)	Exclusive of depreciation and amortization.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF

OPERATIONS AND COMPREHENSIVE LOSS

Year Ended December 31, 2011



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Revenue	$	—		$	395.0		$	59.4		$	412.9		$	(1.4	)	$	865.9
Cost of instant games, cost of services and cost of product sales (1)	—			130.2			140.2			215.8			(4.5		)	481.7
Selling, general and administrative expenses	61.5			49.5			9.7			52.2			—			172.9
Research and development	—			3.2			0.5			2.4			—			6.1
Employee termination and restructuring costs	—			—			—			2.0			—			2.0
Depreciation and amortization	0.5			29.8			19.0			61.7			—			111.0
Operating (loss) income	(62.0		)	182.3			(110.0		)	78.8			3.1			92.2
Interest expense	(21.5		)	(81.5		)	—			(1.7		)	—			(104.7		)
Other expense (income)	17.1			(184.6		)	173.9			21.8			(3.1		)	25.1
Net (loss) income before equity in income of subsidiaries, and income taxes	(66.4		)	(83.8		)	63.9			98.9			—			12.6
Equity in income (loss) of subsidiaries	62.2			64.7			—			—			(126.9		)	—
Income tax benefit (expense)	(1.6		)	0.5			—			(17.3		)	—			(18.4		)
Net (loss) income from continuing operations	(5.8		)	(18.6		)	63.9			81.6			(126.9		)	(5.8		)

Net loss from discontinued operations	(6.8		)							(6.8		)	6.8			(6.8		)

Net (loss) income	(12.6		)	(18.6		)	63.9			74.8			(120.1		)	(12.6		)

Other comprehensive (loss) income	(15.3		)	3.0			—			(17.3		)	14.3			(15.3		)
Comprehensive (loss) income	$	(27.9	)	$	(15.6	)	$	63.9		$	57.5		$	(105.8	)	$	(27.9	)

_______________________________________________________________________________


(1)	Exclusive of depreciation and amortization.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2013



	Parent Company			SGI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated
Net (loss) income	$	(30.2	)	$	(80.8	)	$	29.5		$	14.3		$	37.0		$	(30.2	)
Depreciation and amortization	1.2			46.1			61.4			94.3			—			203.0
Change in deferred income taxes	1.0			9.6			(116.5		)	(1.9		)	—			(107.8		)
Equity in income of subsidiaries	66.4			(29.4		)	—			—			(37.0		)	—
Non-cash interest expense	0.7			8.0			—			—			—			8.7
Earnings from equity investments	—			4.6			(3.2		)	(2.9		)	—			(1.5		)
Distributed earnings from equity investments	—			1.0			3.2			25.3			—			29.5
Stock-based compensation	21.7			0.1			—			0.5			—			22.3
Early extinguishment of debt	—			5.9			—			—			—			5.9
Allowance for doubtful accounts	—			0.9			6.5			0.5			—			7.9
Changes in working capital and other	(0.4		)	(9.3		)	40.4			2.7			—			33.4
Net cash provided by (used in) operating activities	60.4			(43.3		)	21.3			132.8			—			171.2
Cash flows from investing activities:
Capital and wagering systems expenditures	(6.9		)	(30.3		)	(49.8		)	(78.8		)	—			(165.8		)
Investments in subsidiaries	(1,485.9		)	35.9			—			28.5			1,421.5			—
Equity method investments	—			(40.3		)	—			(25.1		)	—			(65.4		)
Restricted Cash	—			—			(0.7		)	30.8			—			30.1
Proceeds from sale of Racing Business	10.0			—			—			—			—			10.0
Business acquisitions, net of cash acquired	—			—			(1,489.1		)	16.2			—			(1,472.9		)
Other assets and investments	—			—			(0.3		)	(0.4		)	—			(0.7		)
Other, principally change in intercompany investing activities	79.7			(1,430.1		)	166.5			—			1,183.9			—
Net cash provided by (used in) investing activities	(1,403.1		)	(1,464.8		)	(1,373.4		)	(28.8		)	2,605.4			(1,664.7		)
Cash flows from financing activities:
Net proceeds/payments on long-term debt	—			1,728.7			(100.0		)	(5.4		)	—			1,623.3
Excess tax benefit from equity-based compensation plans	—			—			—			0.9			—			0.9
Payments of financing fees	—			(82.6		)	—			—			—			(82.6		)
Net proceeds from stock issue	(2.1		)	—			1,476.5			(55.0		)	(1,421.5		)	(2.1		)
Purchase of treasury stock	(0.8		)	—			—			—			—			(0.8		)
Other, principally change in intercompany financing activities	1,374.4			(138.5		)	—			(53.2		)	(1,182.7		)	—
Net cash provided by (used in) financing activities	1,371.5			1,507.6			1,376.5			(112.7		)	(2,604.2		)	1,538.7
Effect of exchange rate changes on cash	—			0.3			—			(0.8		)	—			(0.5		)
Increase (decrease) in cash and cash equivalents	28.8			(0.2		)	24.4			(9.5		)	1.2			44.7
Cash and cash equivalents, beginning of period	27.1			0.4			2.4			79.1			—			109.0
Cash and cash equivalents, end of year	$	55.9		$	0.2		$	26.8		$	69.6		$	1.2		$	153.7

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2012



	Parent Company			SGI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated
Net (loss) income	$	(62.6	)	$	(95.8	)	$	40.6		$	34.7		$	20.5		$	(62.6	)
Depreciation and amortization	0.6			36.7			24.0			112.1			—			173.4
Change in deferred income taxes	(46.4		)	61.7			(9.3		)	1.9			—			7.9
Equity in income of subsidiaries	60.5			(40.0		)	—			—			(20.5		)	—
Non-cash interest expense	0.7			7.1			—			—			—			7.8
Undistributed earnings from equity investments	—			2.6			5.2			(2.2		)	4.4			10.0
Stock-based compensation	24.2			—			—			—			—			24.2
Early extinguishment of debt	—			15.5			—			—			—			15.5
Allowance for doubtful accounts	—			(0.3		)	—			6.2			—			5.9
Changes in working capital and other	2.5			(9.4		)	6.5			(20.5		)	(4.4		)	(25.3		)
Net cash provided by (used in) operating activities	(20.5		)	(21.9		)	67.0			132.2			—			156.8
Cash flows from investing activities:
Capital and wagering systems expenditures	(2.8		)	(30.2		)	(17.1		)	(61.3		)	—			(111.4		)
Investments in subsidiaries	—			(37.1		)	—			85.3			(48.2		)	—
Equity method investments	—			1.0			0.2			23.7			—			24.9
Restricted Cash	—			—			—			(29.4		)	—			(29.4		)
Business acquisitions, net of cash acquired	—			(1.0		)	—			(23.8		)	—			(24.8		)
Other assets and investments	(0.5		)	(0.1		)	—			(0.6		)	—			(1.2		)
Other, principally change in intercompany investing activities	100.1						(50.1		)				(50.0		)	—
Net cash provided by (used in) investing activities	96.8			(67.4		)	(67.0		)	(6.1		)	(98.2		)	(141.9		)
Cash flows from financing activities:
Net proceeds/payments on long-term debt	—			93.7			—			(17.0		)	—			76.7
Excess tax benefit from equity-based compensation plans	—			—			—			0.4			—			0.4
Payments of financing fees	—			(14.0		)	—			—			—			(14.0		)
Net proceeds from stock issue	(4.7		)	—			—			(48.2		)	48.2			(4.7		)
Purchase of treasury stock	(68.5		)	—			—			—			—			(68.5		)
Other, principally change in intercompany financing activities	—			9.9			—			(59.9		)	50.0			—
Net cash provided by (used in) financing activities	(73.2		)	89.6			—			(124.7		)	98.2			(10.1		)
Effect of exchange rate changes on cash	—			—			—			(0.2		)	—			(0.2		)
Increase (decrease) in cash and cash equivalents	3.1			0.3			—			1.2			—			4.6
Cash and cash equivalents, beginning of period	24.0			0.1			2.4			77.9			—			104.4
Cash and cash equivalents, end of year	$	27.1		$	0.4		$	2.4		$	79.1		$	—		$	109.0

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2011



	Parent Company			SGI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated
Net (loss) income	$	(12.6	)	$	(18.6	)	$	63.9		$	74.8		$	(120.1	)	$	(12.6	)
Depreciation and amortization	0.5			29.9			19.0			69.2			—			118.6
Change in deferred income taxes	4.0			4.3			(9.4		)	1.0			—			(0.1		)
Equity in income of subsidiaries	(55.3		)	(64.7		)	—			—			120.0			—
Non-cash interest expense	0.7			7.4			—			—			—			8.1
Undistributed earnings from equity investments	—			22.9			1.6			(21.8		)	3.1			5.8
Stock-based compensation	21.5			—			—			—			—			21.5
Early extinguishment of debt	—			4.2			—			—			—			4.2
Allowance for doubtful accounts	—			0.1			—			2.8			—			2.9
Changes in working capital and other	10.1			27.1			(7.8		)	(3.6		)	(3.1		)	22.7
Net cash provided by (used in) operating activities	(31.1		)	12.6			67.3			122.4			(0.1		)	171.1
Cash flows from investing activities:
Capital and wagering systems expenditures	(2.1		)	(37.1		)	(13.6		)	(39.0		)	—			(91.8		)
Investments in subsidiaries	—			13.6			—			(473.3		)	459.7			—
Equity method investments	—			(11.1		)	(1.1		)	(7.2		)	—			(19.4		)
Proceeds from sale of Racing Business	—			—			—			—			—			—
Business acquisitions, net of cash acquired	—			—			—			(52.9		)	—			(52.9		)
Other assets and investments	2.6			—			0.2			0.2			—			3.0
Other, principally change in intercompany investing activities	(4.9		)	—			(52.7		)	—			57.6			—
Net cash provided by (used in) investing activities	(4.4		)	(34.6		)	(67.2		)	(572.2		)	517.3			(161.1		)
Cash flows from financing activities:
Net proceeds/payments on long-term debt	—			(6.3		)	—			(1.5		)	—			(7.8		)
Excess tax benefit from equity-based compensation plans	—			—			—			0.1			—			0.1
Payments of financing fees	(0.1		)	(14.5		)	—			—			—			(14.6		)
Net proceeds from stock issue	(2.4		)	—			—			459.4			(459.4		)	(2.4		)
Purchase of treasury stock	—			—			—			—			—			—
Other, principally change in intercompany financing activities	—			44.3			—			13.2			(57.5		)	—
Net cash provided by (used in) financing activities	(2.5		)	23.5			—			471.2			(516.9		)	(24.7		)
Effect of exchange rate changes on cash	(0.6		)	(1.6		)	—			(2.7		)	(0.3		)	(5.2		)
Increase (decrease) in cash and cash equivalents	(38.6		)	(0.1		)	0.1			18.7			—			(19.9		)
Cash and cash equivalents, beginning of period	62.6			0.2			2.3			59.2			—			124.3
Cash and cash equivalents, end of year	$	24.0		$	0.1		$	2.4		$	77.9		$	—		$	104.4