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| Safe Harbor Statement This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as "may," "will," "estimate," "intend," "continue," "believe," "expect," "anticipate," "estimate," "should," "potential," "opportunity," or similar terminology. These statements are based upon management's current expectations, beliefs, assumptions and estimates and are not guarantees of future results or performance. Similarly, statements herein that describe the proposed transaction, including its financial impact, and other statements of management’s expectations, beliefs, assumptions, estimates and goals regarding the proposed transaction are forward-looking statements. It is uncertain whether any of the events or results anticipated by the forward-looking statements (including consummation of the proposed transaction) will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of Scientific Games or WMS stock. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the ability of the parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction, the ability to secure regulatory approvals at all or in a timely manner; the ability of Scientific Games to successfully integrate WMS’ operations, product lines and technology; the ability of Scientific Games to implement its plans, forecasts and other expectations with respect to WMS’ business after the completion of the transaction and realize additional opportunities for growth and innovation; and the other risks, uncertainties and important factors contained and identified (including under the heading “Risk Factors”) in Scientific Games’ and WMS’ filings with the Securities and Exchange Commission (the “SEC”), such as their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of which could cause actual results to differ materially from the forward-looking statements. The date of this presentation is as of January 31, 2013, and the information provided herein is presented through the dates indicated on the applicable slides. Forward-looking statements speak only as of the date they are made and, except for Scientific Games’ ongoing obligations under the U.S. federal securities laws, Scientific Games undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise. Note Regarding Presentation of Non-GAAP Financial Measures: As used herein, Attributable EBITDA, Adjusted EBITDA and Combined Attributable EBITDA are non-GAAP measurements. Attributable EBITDA, as used herein, is based on the definition of Scientific Games’ “consolidated EBITDA” in its credit agreement (summarized in Scientific Games’ November 6, 2012 press release), except that Attributable EBITDA as used herein includes its share of the EBITDA of all of its equity investments (whereas “consolidated EBITDA” for purposes of the credit agreement generally includes its share of the EBITDA of its Italian joint venture but only the income of its other equity investments to the extent it has been distributed to Scientific Games). Attributable EBITDA is a non-GAAP financial measure that is presented herein as a supplemental disclosure and is reconciled to net income (loss) in the appendix of this presentation. As used herein, Adjusted EBITDA of WMS is defined as earnings before depreciation, amortization, income taxes, interest income and expense, share-based compensation and other non-cash items, including non-cash impairment and restructuring charges. Adjusted EBITDA is a non-GAAP financial measure that is presented herein as a supplemental disclosure and is reconciled to net income (loss) in the appendix of this presentation. As used herein, Combined Attributable EBITDA reflects the arithmetic sum of Scientific Games’ Attributable EBITDA and WMS’ Adjusted EBITDA for the trailing 12-month period ended September 30, 2012, and does not include any synergies Scientific Games expects to achieve. Combined Attributable EBITDA does not reflect any adjustments resulting from the proposed transaction and does not represent a "pro forma" amount determined in accordance with the SEC's rules and regulations, including Article 11 of Regulation S-X. Combined Attributable EBITDA is a non-GAAP financial measure that is presented herein as a supplemental disclosure and is reconciled in the appendix of this presentation. 1 |