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| © 2013 Copyright Scientific Games Corporation. All Rights Reserved. 2 Forward-Looking Statements; Non-GAAP Financial Measures Throughout this presentation, Scientific Games makes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. 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,” “project,” “assume,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could,” “potential,” “opportunity,” or similar terminology. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of future results or performance. Actual results may differ materially from those contemplated in the forward-looking statements due to a variety of risks and uncertainties and other factors. In particular, this presentation contains forward-looking statements regarding Scientific Games’ pending acquisition of WMS Industries Inc. (“WMS”), including forward-looking statements regarding expectations, plans and strategies, synergies, results and financial characteristics of Scientific Games if the acquisition is completed. The completion of the WMS acquisition remains subject to the approvals of gaming regulatory authorities and other customary closing conditions, and there can be no assurance that the acquisition will be completed. If the acquisition is completed, there can be no assurance that Scientific Games will be able to implement its plans and strategies or realize anticipated expectations, results or financial characteristics (including those contemplated herein) on a timely basis or otherwise, or that the acquisition will not disrupt current plans or operations. Moreover, there can be no assurance that Scientific Games will be able to realize the anticipated synergies from the acquisition in the amounts or within the time-frames or cost expectations indicated herein, or at all. In addition, whether or not the acquisition is completed, Scientific Games’ actual results may differ materially from those contemplated in the forward-looking statements due to a variety of risks and uncertainties and other factors, including, among other things: competition; material adverse changes in economic and industry conditions; technological change; retention and renewal of existing contracts and entry into new or revised contracts; availability and adequacy of cash flows to satisfy obligations and indebtedness or future needs; protection of intellectual property; security and integrity of software and systems; laws and government regulation, including those relating to gaming licenses, permits and operations; inability to identify, complete and integrate future acquisitions; inability to benefit from, and risks associated with, strategic equity investments and relationships; failure of our Northstar Illinois joint venture to meet the net income targets or otherwise to realize the anticipated benefits under its private management agreement with the Illinois Lottery; failure of our Northstar New Jersey joint venture to enter into an agreement to provide marketing and sales services to the New Jersey Lottery (including as a result of the pending protest) or to meet the net income targets or other requirements under any such agreement or otherwise to realize the anticipated benefits under any such agreement; the seasonality of our business; inability to identify and capitalize on trends and changes in the lottery and gaming industries, including the potential expansion of regulated gaming via the internet; inability to enhance and develop successful gaming concepts; dependence on suppliers and manufacturers; liability for product defects; fluctuations in foreign currency exchange rates and other factors associated with international operations; influence of certain stockholders; dependence on key personnel; failure to perform under our contracts; resolution of pending or future litigation; labor matters; and stock price volatility. Factors which could cause WMS’ (or, if the pending acquisition is completed, the combined company’s) actual results to differ materially from those contemplated in these statements include, but are not limited to, the following factors: potential disruption of WMS’ business while the acquisition is pending; potential difficulty for WMS to retain and recruit employees in vital areas while the acquisition is pending; potential unexpected costs, charges or expenses or lost revenue opportunities resulting from the pending acquisition; in connection with the recent implementation of WMS’ enterprise resource planning system, the risk of inaccurate data or reporting and significant design errors that could have a negative effect on WMS’ operating results and impact its ability to manage its business which could constitute significant deficiencies; delay or refusal by regulators to approve WMS’ new gaming platforms, cabinet designs, game themes and related hardware and software; changes in regulations or regulatory interpretations that may adversely affect existing product placements or future placements; an inability to introduce in a timely manner new games and gaming machines that achieve and maintain market acceptance; a decrease in the desire of casino customers to upgrade gaming machines or allot floor space to leased or participation games, resulting in reduced demand for WMS’ products; a reduction in capital spending or interruption in payments by casino customers associated with business weakness or economic uncertainty that adversely affects WMS’ customers’ ability to make purchases or pay; a greater-than-expected demand for operating leases by customers over outright product sales or sales financing leases that shift revenue recognition from a single period to the term of such operating leases; a reduction in play levels of WMS’ participation games by casino patrons, whether due to economic conditions or increased placements of competitive product; inability of suppliers of key components to timely meet WMS’ requirements to fulfill customer orders; increased pricing or promotional competitive activity that adversely affects WMS’ average selling price or product revenues; a failure to obtain and maintain WMS’ gaming licenses and regulatory approvals; failure of customers or players to adapt to the new technologies that WMS introduces in new product concepts; a software anomaly or fraudulent manipulation of WMS’ gaming machines and software; a failure to obtain the right to use or an inability to adapt to rapid development of new technologies; an infringement claim seeking to restrict WMS’ use of material technologies; risks of doing business in international markets, including political and economic instability, terrorist activity, changes in importation and repatriation regulations such as currently experienced in Argentina, and foreign currency fluctuations; and the unfavorable outcome of any legal proceedings in which WMS may be involved from time to time. Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in Scientific Games’ and WMS’ filings with the Securities and Exchange Commission (“SEC”), including the companies’ most recent Annual Reports on Form 10-K and the companies’ more recent periodic reports filed with the SEC (including under the heading “Risk Factors”). The date of this presentation is as of May 13, 2013, and the information provided herein is presented through the dates indicated on the applicable slides or otherwise as of the date hereof. Forward-looking statements speak only as of the date they are made and, except for Scientific Games’ and WMS’ ongoing obligations under the U.S. federal securities laws, Scientific Games and WMS undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise. |