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 June 30, 2017, 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. We redeemed all of the outstanding 2018 Notes on March 17, 2017, which were previously issued by SGC and fully and unconditionally and jointly and severally guaranteed by the Guarantor Subsidiaries. The guarantees of our 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; and (5) the proper designation of the guarantor as an unrestricted subsidiary pursuant to the indenture governing the respective Notes. The guarantees of our 2018 Notes were released in connection with the redemption of the 2018 Notes. During the third quarter of 2016, we designated certain of our wholly owned direct and indirect subsidiaries that hold substantially all of the assets of, and operate, our social gaming business, as “Unrestricted Subsidiaries” under our credit agreement and each of the indentures governing the 2018 Notes, 2020 Notes, 2021 Notes, Secured Notes and Unsecured Notes. As a result of these designations, our 100%-owned social gaming subsidiaries are no longer guarantors under our credit agreement and indentures. Therefore, the historical condensed consolidating financial information presented has been reclassified to show the nature of assets held, results of operations and cash flows assuming the "Unrestricted Subsidiary" designations were in effect at the beginning of all periods presented, consistent with their status as non-guarantors as of June 30, 2017. The affected subsidiaries are no longer allocated interest in this condensed consolidating financial information due to their present status as non-guarantors. Accordingly, for all periods presented, we no longer present an allocation of interest to any entities, including the Unrestricted Subsidiaries, other than the legal entity issuer of the associated debt. Presented below is condensed consolidating financial information for (1) SGC, (2) SGI, (3) the Guarantor Subsidiaries and (4) the Non-Guarantor Subsidiaries as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016. 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. SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2017 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Non-Guarantor Eliminating Consolidated Assets Cash and cash equivalents $ 142.7 $ 2.8 $ — $ 53.4 $ (0.7 ) $ 198.2 Restricted cash — — 25.9 0.1 — 26.0 Accounts receivable, net 0.1 63.7 182.1 233.4 — 479.3 Notes receivable, net — — 99.2 24.1 — 123.3 Inventories — 40.6 93.0 147.2 (28.1 ) 252.7 Prepaid expenses, deposits and other current assets 7.4 23.8 41.9 44.5 — 117.6 Property and equipment, net 14.8 90.3 330.2 161.5 (22.0 ) 574.8 Investment in subsidiaries 3,099.8 958.9 967.1 — (5,025.8 ) — Goodwill — 188.3 1,932.4 810.0 — 2,930.7 Intangible assets, net 183.2 36.5 1,278.0 212.6 — 1,710.3 Intercompany balances — 5,478.8 — 315.0 (5,793.8 ) — Software, net 77.6 20.0 233.0 48.1 — 378.7 Other assets (3) 233.9 305.0 57.3 150.4 (472.2 ) 274.4 Total assets $ 3,759.5 $ 7,208.7 $ 5,240.1 $ 2,200.3 $ (11,342.6 ) $ 7,066.0 Liabilities and stockholders' (deficit) equity Current portion of long-term debt $ — $ 32.9 $ — $ 6.6 $ — $ 39.5 Other current liabilities 105.9 170.2 212.7 161.0 (2.4 ) 647.4 Long-term debt, excluding current portion — 8,056.9 — 5.8 — 8,062.7 Other long-term liabilities 171.0 9.1 517.2 87.7 (470.5 ) 314.5 Intercompany balances 5,480.7 — 313.1 — (5,793.8 ) — Stockholders' (deficit) equity (1,998.1 ) (1,060.4 ) 4,197.1 1,939.2 (5,075.9 ) (1,998.1 ) Total liabilities and stockholders' (deficit) equity $ 3,759.5 $ 7,208.7 $ 5,240.1 $ 2,200.3 $ (11,342.6 ) $ 7,066.0 1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. 3 - Includes $15.9 million and $0.7 million in non-current restricted cash for Guarantor Subsidiaries and Non-Guarantor Subsidiaries, respectively. SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Non-Guarantor Eliminating 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 (3) 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, which were redeemed on March 17, 2017. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. 3 - Includes $16.4 million and $0.7 million in non-current restricted cash for Guarantor Subsidiaries and Non-Guarantor Subsidiaries, respectively. SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Three Months Ended June 30, 2017 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Non-Guarantor Eliminating Consolidated Revenue $ — $ 128.3 $ 420.5 $ 284.8 $ (67.3 ) $ 766.3 Cost of services, cost of product sales and cost of instant games (3) — 86.8 129.0 135.6 (72.5 ) 278.9 Selling, general and administrative 29.2 8.5 68.9 52.1 (12.8 ) 145.9 Research and development 0.7 2.4 16.9 28.1 — 48.1 Depreciation, amortization and impairments 16.9 8.0 122.8 29.6 (2.3 ) 175.0 Restructuring and other 1.5 0.3 (1.1 ) 0.4 — 1.1 Operating (loss) income (48.3 ) 22.3 84.0 39.0 20.3 117.3 Interest income (expense) 0.2 (151.1 ) — (0.3 ) — (151.2 ) Other (expense) income, net (18.1 ) 51.7 (31.0 ) (1.4 ) — 1.2 Net (loss) income before equity in income of subsidiaries and income taxes (66.2 ) (77.1 ) 53.0 37.3 20.3 (32.7 ) Equity in income of subsidiaries 18.8 14.6 6.1 — (39.5 ) — Income tax benefit (expense) 8.3 28.9 (27.4 ) (16.2 ) — (6.4 ) Net (loss) income $ (39.1 ) $ (33.6 ) $ 31.7 $ 21.1 $ (19.2 ) $ (39.1 ) Other comprehensive income 31.7 0.3 44.7 30.2 (75.2 ) 31.7 Comprehensive (loss) income $ (7.4 ) $ (33.3 ) $ 76.4 $ 51.3 $ (94.4 ) $ (7.4 ) 1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. 3 - Exclusive of D&A. SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Three Months Ended June 30, 2016 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Non-Guarantor Eliminating Consolidated Revenue $ — $ 126.4 $ 354.7 $ 319.4 $ (71.3 ) $ 729.2 Cost of services, cost of product sales and cost of instant games (3) — 86.1 92.4 169.0 (71.3 ) 276.2 Selling, general and administrative 37.0 11.6 36.2 60.1 — 144.9 Research and development 1.9 2.3 34.9 12.6 — 51.7 Depreciation, amortization and impairments 12.9 10.4 140.5 29.3 — 193.1 Restructuring and other 0.1 — 3.2 0.9 — 4.2 Operating (loss) income (51.9 ) 16.0 47.5 47.5 — 59.1 Interest expense (5.3 ) (159.9 ) — (0.1 ) — (165.3 ) Gain on extinguishment and modification of debt — 25.2 — — — 25.2 Other (expense) income, net (24.7 ) 52.5 (24.1 ) 6.0 — 9.7 Net (loss) income before equity in income of subsidiaries and income taxes (81.9 ) (66.2 ) 23.4 53.4 — (71.3 ) Equity in income of subsidiaries 5.3 11.3 26.4 — (43.0 ) — Income tax benefit (expense) 24.9 — — (5.3 ) — 19.6 Net (loss) income $ (51.7 ) $ (54.9 ) $ 49.8 $ 48.1 $ (43.0 ) $ (51.7 ) Other comprehensive (loss) income (30.1 ) 3.1 (8.1 ) (33.5 ) 38.4 (30.2 ) Comprehensive (loss) income $ (81.8 ) $ (51.8 ) $ 41.7 $ 14.6 $ (4.6 ) $ (81.9 ) 1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. 3 - Exclusive of D&A. SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Six Months Ended June 30, 2017 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Non-Guarantor Eliminating Consolidated Revenue $ — $ 246.3 $ 820.3 $ 549.4 $ (124.3 ) $ 1,491.7 Cost of services, cost of product sales and cost of instant games (3) — 169.7 252.7 257.4 (120.9 ) 558.9 Selling, general and administrative 58.9 18.0 117.7 114.5 (22.5 ) 286.6 Research and development 1.2 3.8 51.1 34.4 — 90.5 Depreciation, amortization and impairments 37.2 15.5 234.7 57.4 (4.7 ) 340.1 Restructuring and other 5.3 0.5 3.1 1.4 — 10.3 Operating (loss) income (102.6 ) 38.8 161.0 84.3 23.8 205.3 Interest expense (4.3 ) (305.7 ) — (0.6 ) — (310.6 ) Loss on extinguishment and modification of debt (1.1 ) (28.6 ) — — — (29.7 ) Other (expense) income, net (38.9 ) 102.4 (56.5 ) 11.2 — 18.2 Net (loss) income before equity in income of subsidiaries and income taxes (146.9 ) (193.1 ) 104.5 94.9 23.8 (116.8 ) Equity in income of subsidiaries 23.5 31.9 21.5 — (76.9 ) — Income tax (expense) benefit (16.5 ) 72.3 (48.0 ) (30.9 ) — (23.1 ) Net (loss) income $ (139.9 ) $ (88.9 ) $ 78.0 $ 64.0 $ (53.1 ) $ (139.9 ) Other comprehensive income 67.8 4.3 66.2 59.7 (130.2 ) 67.8 Comprehensive (loss) income $ (72.1 ) $ (84.6 ) $ 144.2 $ 123.7 $ (183.3 ) $ (72.1 ) 1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. 3 - Exclusive of D&A. SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Six Months Ended June 30, 2016 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Non-Guarantor Eliminating Consolidated Revenue $ — $ 241.7 $ 716.2 $ 583.7 $ (130.4 ) $ 1,411.2 Cost of instant games, cost of services and cost of product sales (3) — 169.0 189.1 304.8 (130.4 ) 532.5 Selling, general and administrative 61.0 22.8 89.7 113.7 — 287.2 Research and development 2.8 4.6 70.8 23.3 — 101.5 Depreciation, amortization and impairments 25.8 21.1 266.7 60.1 — 373.7 Restructuring and other 0.1 — 4.1 2.7 — 6.9 Operating (loss) income (89.7 ) 24.2 95.8 79.1 — 109.4 Interest expense (10.5 ) (320.5 ) — — — (331.0 ) Gain on extinguishment and modification of debt — 25.2 — — — 25.2 Other (expense) income, net (50.3 ) 102.8 (47.2 ) 8.3 — 13.6 Net (loss) income before equity in (loss) income of subsidiaries and income taxes (150.5 ) (168.3 ) 48.6 87.4 — (182.8 ) Equity in (loss) income of subsidiaries (40.7 ) 30.2 47.3 — (36.8 ) — Income tax benefit (expense) 47.1 — — (8.3 ) — 38.8 Net (loss) income $ (144.1 ) $ (138.1 ) $ 95.9 $ 79.1 $ (36.8 ) $ (144.0 ) Other comprehensive (loss) income (32.6 ) 3.0 (6.2 ) (30.7 ) 33.9 (32.6 ) Comprehensive (loss) income $ (176.7 ) $ (135.1 ) $ 89.7 $ 48.4 $ (2.9 ) $ (176.6 ) 1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. 3 - Exclusive of D&A. SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Non-Guarantor Eliminating Consolidated Net cash (used in) provided by operating activities $ (101.1 ) $ (125.1 ) $ 327.9 $ 177.4 $ 0.4 $ 279.5 Cash flows from investing activities: Capital expenditures (25.1 ) (8.9 ) (67.9 ) (38.3 ) — (140.2 ) Acquisitions of businesses, net of cash acquired — — (26.3 ) (25.8 ) — (52.1 ) Distributions of capital from equity investments — — — 22.4 — 22.4 Changes in other assets and liabilities and other — — 7.5 2.5 — 10.0 Other, principally change in intercompany investing activities — (102.9 ) — (166.3 ) 269.2 — Net cash used in investing activities (25.1 ) (111.8 ) (86.7 ) (205.5 ) 269.2 (159.9 ) Cash flows from financing activities: Net payments of long-term debt including proceeds and repurchases of senior notes and term loans (250.0 ) 265.7 — (3.1 ) — 12.6 Payments of debt issuance and deferred financing costs — (27.7 ) — — — (27.7 ) Payments on license obligations (17.0 ) — (2.5 ) — — (19.5 ) Net redemptions of common stock under stock-based compensation plans and other (3.9 ) — — — — (3.9 ) Other, principally change in intercompany financing activities 507.1 — (237.9 ) — (269.2 ) — Net cash provided by (used in) financing activities 236.2 238.0 (240.4 ) (3.1 ) (269.2 ) (38.5 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — — 2.8 — 2.8 Increase (decrease) in cash, cash equivalents and restricted cash 110.0 1.1 0.8 (28.4 ) 0.4 83.9 Cash, cash equivalents and restricted cash, beginning of period 32.7 1.7 41.0 82.6 (1.1 ) 156.9 Cash, cash equivalents and restricted cash end of period $ 142.7 $ 2.8 $ 41.8 $ 54.2 $ (0.7 ) $ 240.8 1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2016 SGC (Parent and Issuer 1 ) SGI (Issuer 2 ) Guarantor Non-Guarantor Eliminating Consolidated Net cash (used in) provided by operating activities $ (119.9 ) $ (128.5 ) $ 331.9 $ 108.5 $ (0.1 ) $ 191.9 Cash flows from investing activities: Capital expenditures (26.7 ) (5.2 ) (75.5 ) (25.2 ) — (132.6 ) Distributions of capital from equity investments — — — 22.5 — 22.5 Changes in other assets and liabilities and other 0.3 — 7.9 (2.1 ) — 6.1 Other, principally change in intercompany investing activities — 210.7 — — (210.7 ) — Net cash (used in) provided by investing activities (26.4 ) 205.5 (67.6 ) (4.8 ) (210.7 ) (104.0 ) Cash flows from financing activities: Net payments on long-term debt — (76.5 ) — (3.6 ) — (80.1 ) Payments on license obligations (15.1 ) — (9.9 ) — — (25.0 ) Net redemptions of common stock under stock-based compensation plans and other (4.4 ) — — — — (4.4 ) Other, principally change in intercompany financing activities 155.1 — (250.5 ) (115.3 ) 210.7 — Net cash provided by (used in) financing activities 135.6 (76.5 ) (260.4 ) (118.9 ) 210.7 (109.5 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (0.6 ) (1.3 ) — (1.9 ) (Decrease) increase in cash, cash equivalents and restricted cash (10.7 ) 0.5 3.3 (16.5 ) (0.1 ) (23.5 ) Cash, cash equivalents and restricted cash, beginning of period 43.2 — 37.7 85.9 — 166.8 Cash, cash equivalents and restricted cash, end of period $ 32.5 $ 0.5 $ 41.0 $ 69.4 $ (0.1 ) $ 143.3 1 - Issuer of obligations under the 2018 Notes, which were redeemed on March 17, 2017. 2 - Issuer of obligations under the 2020 Notes, the 2021 Notes, the Secured Notes and the Unsecured Notes. |