Financial Information for Guarantor Subsidiaries and Non-Guarantor Subsidiaries | Financial Information for Guarantor Subsidiaries and Non-Guarantor Subsidiaries We conduct substantially all of our business through our U.S. and foreign subsidiaries. As of December 31, 2016, SGI's obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes were fully and unconditionally and jointly and severally guaranteed by SGC and the Guarantor Subsidiaries other than SGI. As of December 31, 2016, our 2018 Notes, which were issued by SGC, were fully and unconditionally and jointly and severally guaranteed by the Guarantor Subsidiaries. The guarantees of our 2018 Notes, 2020 Notes, 2021 Notes, Secured Notes and Unsecured Notes will terminate under the 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 SGC and SGI (or, in the case of the 2018 Notes, the release of the guarantor from any guarantees of indebtedness of SGC); and (5) in the case of the 2020 Notes, the 2021 Notes and the Secured Notes and the Unsecured Notes, the proper designation of the guarantor as an unrestricted subsidiary pursuant to the indenture governing the respective Notes. Presented below is condensed consolidating financial information for (1) SGC, (2) SGI, (3) the Guarantor Subsidiaries and (4) the Non-Guarantor Subsidiaries as of December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016, 2015 and 2014. The condensed consolidating financial information has been presented to show the nature of assets held, results of operations and cash flows of SGC, SGI, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries assuming the current guarantee structures of the 2018 Notes, the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes were in effect at the beginning of the periods presented. The condensed consolidating financial information reflects the investments of SGC in SGI and in the Guarantor Subsidiaries and Non-Guarantor Subsidiaries using the equity method of accounting. They also reflect the investments of the Guarantor Subsidiaries in the Non-Guarantor 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. SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Assets Cash and cash equivalents $ 32.7 $ 1.7 $ — $ 81.8 $ (1.1 ) $ 115.1 Restricted cash — — 24.6 0.1 — 24.7 Accounts receivable, net — 61.4 199.2 234.4 — 495.0 Notes receivable, net — — 94.4 31.0 — 125.4 Inventories — 40.3 83.1 138.1 (19.2 ) 242.3 Prepaid expenses, deposits and other current assets 11.6 15.7 45.6 41.2 — 114.1 Property and equipment, net 5.6 98.4 369.3 154.9 (16.0 ) 612.2 Investment in subsidiaries 3,000.7 926.7 944.0 — (4,871.4 ) — Goodwill — 188.3 1,931.6 768.5 — 2,888.4 Intangible assets, net 185.8 37.5 1,343.0 202.0 — 1,768.3 Intercompany balances — 5,415.1 — 116.6 (5,531.7 ) — Software, net 74.7 21.4 264.6 48.4 — 409.1 Other assets 233.6 236.5 50.8 173.5 (401.6 ) 292.8 Total assets $ 3,544.7 $ 7,043.0 $ 5,350.2 $ 1,990.5 $ (10,841.0 ) $ 7,087.4 Liabilities and stockholders’ (deficit) equity Current portion of long-term debt $ — $ 43.0 $ — $ 6.3 $ — $ 49.3 Other current liabilities 100.5 158.7 216.3 168.7 (1.1 ) 643.1 Long-term debt, excluding current portion 248.7 7,767.3 — 8.9 — 8,024.9 Other long-term liabilities 159.0 12.4 468.8 67.2 (401.6 ) 305.8 Intercompany balances 4,972.2 — 559.5 — (5,531.7 ) — Stockholders’ (deficit) equity (1,935.7 ) (938.4 ) 4,105.6 1,739.4 (4,906.6 ) (1,935.7 ) Total liabilities and stockholders’ (deficit) equity $ 3,544.7 $ 7,043.0 $ 5,350.2 $ 1,990.5 $ (10,841.0 ) $ 7,087.4 1 - Issuer of obligations under the 2018 Notes. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Assets Cash and cash equivalents $ 43.2 $ — $ 0.5 $ 85.0 $ — $ 128.7 Restricted cash — — 20.0 0.2 — 20.2 Accounts receivable, net — 94.6 223.0 169.5 — 487.1 Notes receivable, net — — 114.2 53.5 — 167.7 Inventories — 36.9 104.2 119.6 (12.2 ) 248.5 Prepaid expenses, deposits and other current assets 26.8 7.0 51.0 38.5 — 123.3 Property and equipment, net 8.2 106.4 501.1 189.8 (11.5 ) 794.0 Investment in subsidiaries 3,319.6 838.1 819.0 — (4,976.7 ) — Goodwill — 186.0 1,934.0 893.7 — 3,013.7 Intangible assets, net 138.3 39.8 1,505.0 236.9 — 1,920.0 Intercompany balances — 5,857.1 — — (5,857.1 ) — Software, net 35.6 32.7 358.0 59.6 — 485.9 Other assets 232.5 123.4 51.8 241.7 (306.3 ) 343.1 Total assets $ 3,804.2 $ 7,322.0 $ 5,681.8 $ 2,088.0 $ (11,163.8 ) $ 7,732.2 Liabilities and stockholders’ (deficit) equity Current portion of long-term debt $ — $ 43.0 $ — $ 7.3 $ — $ 50.3 Other current liabilities 63.7 150.5 238.8 150.6 — 603.6 Long-term debt, excluding current portion 248.0 7,890.3 — 18.4 — 8,156.7 Other long-term liabilities 119.1 14.5 502.1 87.7 (306.3 ) 417.1 Intercompany balances 4,868.9 — 966.8 21.4 (5,857.1 ) — Stockholders’ (deficit) equity (1,495.5 ) (776.3 ) 3,974.1 1,802.6 (5,000.4 ) (1,495.5 ) Total liabilities and stockholders’ (deficit) equity $ 3,804.2 $ 7,322.0 $ 5,681.8 $ 2,088.0 $ (11,163.8 ) $ 7,732.2 1 - Issuer of obligations under the 2018 Notes. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (INCOME) Year Ended December 31, 2016 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Revenue $ — $ 469.5 $ 1,583.5 $ 1,148.6 $ (318.2 ) $ 2,883.4 Cost of instant games, cost of services and cost of product sales (3) — 328.6 480.9 553.8 (257.0 ) 1,106.3 Selling, general and administrative 121.0 46.9 213.8 235.9 (40.6 ) 577.0 Research and development 6.1 10.7 145.2 42.8 — 204.8 Depreciation, amortization and impairments 53.5 40.9 534.6 116.0 (6.3 ) 738.7 Goodwill impairment — — — 69.0 — 69.0 Restructuring and other 32.6 4.6 11.7 8.1 — 57.0 Operating (loss) income (213.2 ) 37.8 197.3 123.0 (14.3 ) 130.6 Interest expense (21.0 ) (640.2 ) — (0.2 ) — (661.4 ) Other income (expense), net 64.0 219.6 (227.3 ) (4.2 ) — 52.1 Net (loss) income before equity in (loss) income of subsidiaries and income taxes (170.2 ) (382.8 ) (30.0 ) 118.6 (14.3 ) (478.7 ) Equity in (loss) income of subsidiaries (180.1 ) 48.5 61.1 — 70.5 — Income tax (expense) benefit (3.4 ) 138.2 15.9 (25.7 ) — 125.0 Net (loss) income $ (353.7 ) $ (196.1 ) $ 47.0 $ 92.9 $ 56.2 $ (353.7 ) Other comprehensive loss (111.4 ) (1.7 ) (43.1 ) (135.1 ) 179.9 (111.4 ) Comprehensive loss (income) $ (465.1 ) $ (197.8 ) $ 3.9 $ (42.2 ) $ 236.1 $ (465.1 ) 1 - Issuer of obligations under the 2018 Notes. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. 3 - Exclusive of D&A. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Year Ended December 31, 2015 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Revenue $ — $ 446.9 $ 1,540.5 $ 1,110.0 $ (338.6 ) $ 2,758.8 Cost of instant games, cost of services and cost of product sales (3) — 322.1 522.7 597.9 (338.6 ) 1,104.1 Selling, general and administrative 62.0 67.6 244.0 194.1 — 567.7 Research and development — 5.5 139.3 39.1 — 183.9 Depreciation, amortization and impairments 33.7 40.4 681.4 147.7 — 903.2 Goodwill impairments — 67.6 802.9 132.1 — 1,002.6 Restructuring and other 6.1 1.3 11.2 3.3 — 21.9 Operating loss (101.8 ) (57.6 ) (861.0 ) (4.2 ) — (1,024.6 ) Interest expense (21.0 ) (643.2 ) — (0.7 ) — (664.9 ) Other (expense) income, net (21.0 ) 204.9 (167.3 ) (21.3 ) — (4.7 ) Net loss before equity in (loss) income of subsidiaries and income taxes (143.8 ) (495.9 ) (1,028.3 ) (26.2 ) — (1,694.2 ) Equity in (loss) income of subsidiaries (1,288.3 ) 6.5 (137.2 ) — 1,419.0 — Income tax benefit (expense) 37.8 16.6 290.0 (44.5 ) — 299.9 Net loss (1,394.3 ) (472.8 ) (875.5 ) (70.7 ) 1,419.0 (1,394.3 ) Other comprehensive loss (127.8 ) (11.0 ) (4.4 ) (131.0 ) 146.4 (127.8 ) Comprehensive loss $ (1,522.1 ) $ (483.8 ) $ (879.9 ) $ (201.7 ) $ 1,565.4 $ (1,522.1 ) 1 - Issuer of obligations under the 2018 Notes. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. 3 - Exclusive of D&A. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Year Ended December 31, 2014 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Revenue $ — $ 432.0 $ 850.0 $ 764.3 $ (259.9 ) $ 1,786.4 Cost of instant games, cost of services and cost of product sales (3) — 325.5 358.6 425.1 (259.8 ) 849.4 Selling, general and administrative 86.7 67.0 200.8 153.2 — 507.7 Research and development — 4.0 88.6 24.4 — 117.0 Depreciation, amortization and impairments 7.9 46.9 294.9 104.6 — 454.3 Restructuring and other 3.5 1.8 17.5 7.9 — 30.7 Operating (loss) income (98.1 ) (13.2 ) (110.4 ) 49.1 (0.1 ) (172.7 ) Interest expense (21.1 ) (285.3 ) — (0.8 ) — (307.2 ) Other (expense) income, net (57.9 ) 4.3 (14.2 ) 52.8 — (15.0 ) Net (loss) income before equity in (loss) income of subsidiaries and income taxes (177.1 ) (294.2 ) (124.6 ) 101.1 (0.1 ) (494.9 ) Equity in (loss) income of subsidiaries (312.0 ) 55.9 9.2 — 246.9 — Income tax benefit (expense) 254.8 (0.3 ) 19.7 (13.6 ) — 260.6 Net (loss) income (234.3 ) (238.6 ) (95.7 ) 87.5 246.8 (234.3 ) Other comprehensive (loss) income (112.7 ) (7.5 ) 6.5 (111.2 ) 112.2 (112.7 ) Comprehensive loss $ (347.0 ) $ (246.1 ) $ (89.2 ) $ (23.7 ) $ 359.0 $ (347.0 ) 1 - Issuer of obligations under the 2018 Notes. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. 3 - Exclusive of D&A. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2016 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminating Entries Consolidated Net cash (used in) provided by operating activities $ (90.4 ) $ (259.8 ) $ 535.0 $ 235.3 $ (1.1 ) $ 419.0 Cash flows from investing activities: Capital expenditures (39.1 ) (22.8 ) (149.5 ) (61.5 ) — (272.9 ) Distributions of capital on equity investments — — — 25.3 — 25.3 Restricted cash — — (3.6 ) (0.1 ) — (3.7 ) Changes in other assets and liabilities and other — (1.2 ) 16.8 4.0 — 19.6 Other, principally change in intercompany investing activities — 418.4 — (194.5 ) (223.9 ) — Net cash (used in) provided by investing activities (39.1 ) 394.4 (136.3 ) (226.8 ) (223.9 ) (231.7 ) Cash flows from financing activities: Net payments of long-term debt — (132.9 ) — (6.8 ) — (139.7 ) Net (redemptions) issuances of common stock under stock-based compensation plans (6.1 ) — — — — (6.1 ) Payments on license obligations (38.0 ) — (12.2 ) — — (50.2 ) Other, principally change in intercompany financing activities 163.1 — (387.0 ) — 223.9 — Net cash provided by (used in) financing activities 119.0 (132.9 ) (399.2 ) (6.8 ) 223.9 (196.0 ) Effect of exchange rate changes on cash and cash equivalents — — — (4.9 ) — (4.9 ) (Decrease) increase in cash and cash equivalents (10.5 ) 1.7 (0.5 ) (3.2 ) (1.1 ) (13.6 ) Cash and cash equivalents, beginning of period 43.2 — 0.5 85.0 — 128.7 Cash and cash equivalents, end of year $ 32.7 $ 1.7 $ — $ 81.8 $ (1.1 ) 115.1 1 - Issuer of obligations under the 2018 Notes. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2015 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminating Entries Consolidated Net cash (used in) provided by operating activities $ (112.2 ) $ (350.3 ) $ 603.2 $ 273.5 $ — $ 414.2 Cash flows from investing activities: Capital expenditures (36.6 ) (24.0 ) (225.8 ) (37.2 ) — (323.6 ) Distributions of capital on equity investments — 1.0 — 37.7 — 38.7 Restricted cash — — 6.5 (0.6 ) — 5.9 Proceeds from asset sales — — 6.9 (0.2 ) — 6.7 Changes in other assets and liabilities and other — (2.9 ) 5.9 5.5 — 8.5 Other, principally change in intercompany investing activities — 509.6 — — (509.6 ) — Net cash (used in) provided by investing activities (36.6 ) 483.7 (206.5 ) 5.2 (509.6 ) (263.8 ) Cash flows from financing activities: Net proceeds (payments) of long-term debt — (133.0 ) — (8.3 ) — (141.3 ) Net (redemptions) issuances of common stock under stock-based compensation plans (0.8 ) — (35.6 ) 23.7 11.8 (0.9 ) Contingent earnout payments — — (0.5 ) — — (0.5 ) Payments on license obligations (26.0 ) — (14.5 ) — — (40.5 ) Other, principally change in intercompany financing activities 180.9 — (376.0 ) (302.7 ) 497.8 — Net cash provided by (used in) financing activities 154.1 (133.0 ) (426.6 ) (287.3 ) 509.6 (183.2 ) Effect of exchange rate changes on cash and cash equivalents — (0.5 ) 3.1 (12.9 ) — (10.3 ) Increase (decrease) in cash and cash equivalents 5.3 (0.1 ) (26.8 ) (21.5 ) — (43.1 ) Cash and cash equivalents, beginning of period 37.9 0.1 27.3 106.5 — 171.8 Cash and cash equivalents, end of year $ 43.2 $ — $ 0.5 $ 85.0 $ — $ 128.7 1 - Issuer of obligations under the 2018 Notes. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2014 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Net cash provided by (used in) operating activities $ 92.2 $ (103.3 ) $ 129.6 $ 85.0 $ — $ 203.5 Cash flows from investing activities: Capital expenditures (12.9 ) (30.1 ) (156.2 ) (39.1 ) — (238.3 ) Additions to equity method investments — (7.6 ) — (40.6 ) — (48.2 ) Proceeds from sale of equity interest — — — 44.9 — 44.9 Distribution of capital on equity investments — 1.6 — 47.2 — 48.8 Restricted cash — — (0.4 ) — — (0.4 ) Business acquisitions, net of cash acquired — — (3,140.6 ) — — (3,140.6 ) Changes in other assets and liabilities and other (3,210.2 ) 29.3 4.3 49.3 3,128.2 0.9 Other, principally change in intercompany investing activities — (5,016.5 ) 296.3 — 4,720.2 — Net cash (used in) provided by investing activities (3,223.1 ) (5,023.3 ) (2,996.6 ) 61.7 7,848.4 (3,332.9 ) Cash flows from financing activities: Net proceeds (payments) of long-term debt — 5,289.2 (1,882.9 ) (11.1 ) — 3,395.2 Payments of deferred financing fees — (163.1 ) — — — (163.1 ) Net (redemptions) issuances of common stock under stock-based compensation plans (18.7 ) — 3,196.3 (67.8 ) (3,128.2 ) (18.4 ) Common stock repurchases (29.5 ) — — — — (29.5 ) Contingent earnout payments — — (3.0 ) (10.2 ) — (13.2 ) Payments on license obligations — — (13.6 ) — — (13.6 ) Other, principally change in intercompany financing activities 3,159.7 — 1,571.1 (10.6 ) (4,720.2 ) — Net cash provided by (used in) financing activities 3,111.5 5,126.1 2,867.9 (99.7 ) (7,848.4 ) 3,157.4 Effect of exchange rate changes on cash and cash equivalents — 0.6 0.4 (10.9 ) — (9.9 ) (Decrease) increase in cash and cash equivalents (19.4 ) 0.1 1.3 36.1 — 18.1 Cash and cash equivalents, beginning of period 57.3 — 26.0 70.4 — 153.7 Cash and cash equivalents, end of year $ 37.9 $ 0.1 $ 27.3 $ 106.5 $ — $ 171.8 1 - Issuer of obligations under the 2018 Notes. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. |