424B3 1 d01-34314.txt FORM 424B3 Pursuant to Rule 424(b)(3) Under the Securities Act of 1933, as amended Prospectus Supplement No.6 Dated August 15, 2001 to Prospectus Dated January 2, 2001, as supplemented by Prospectus Supplement No. 1 Dated February 15, 2001, Prospectus Supplement No. 2 Dated February 21, 2001, Prospectus Supplement No. 3 Dated March 1, 2001, Prospectus Supplement No. 4 Dated April 16, 2001 and Prospectus Supplement No. 5 Dated May 16, 2001 Registration Number 333-51000 _______________________________________ Scientific Games Corporation (Formerly Autotote Corporation) _______________________________________ 12 1/2% Senior Subordinated Notes Due 2010, Series B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-Q {Mark One} [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File number: 0-13063 SCIENTIFIC GAMES CORPORATION (FORMERLY AUTOTOTE CORPORATION) (Exact name of registrant as specified in its charter) Delaware 81-0422894 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 750 Lexington Avenue, New York, New York 10022 (Address of principal executive offices) (Zip Code) (212) 754-2233 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock as of August 10, 2001: Class A Common Stock: 40,417,583 Class B Common Stock: None Page 1 of 29 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND OTHER INFORMATION QUARTER ENDED JUNE 30, 2001

Page ---- PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements: Balance Sheets as of December 31, 2000 and June 30, 2001 3 Statements of Operations for the Three Months Ended June 30, 2000 and 2001 4 Statements of Operations for the Six Months Ended June 30, 2000 and 2001 5 Statements of Cash Flows for the Six Months Ended June 30, 2000 and 2001 6 Notes to Consolidated Financial Statements 7-18 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 19-27 PART II. OTHER INFORMATION Item 1. Legal Proceedings 28 Item 2. Changes in Securities and Use of Proceeds 28 Item 4. Submission of Matters to a Vote of Stockholders 28 Item 6. Exhibits and Reports on Form 8-K 28

2 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands)

December 31, June 30, 2000 2001 ---------------- --------------- ASSETS Current assets: Cash and cash equivalents.................................................. $ 6,488 8,177 Accounts receivable, net of allowance for doubtful accounts................ 56,819 53,058 Inventories................................................................ 27,608 21,471 Prepaid expenses, deposits and other current assets........................ 16,581 17,820 ---------------- --------------- Total current assets.................................................. 107,496 100,526 ---------------- --------------- Property and equipment, at cost................................................. 323,732 341,729 Less accumulated depreciation.............................................. 139,121 152,786 ---------------- --------------- Net property and equipment............................................ 184,611 188,943 ---------------- --------------- Goodwill, net................................................................... 157,591 153,144 Operating right, net............................................................ 12,681 12,181 Other intangible assets, net.................................................... 118,598 114,965 Other assets and investments.................................................... 53,964 57,944 ---------------- --------------- Total assets....................................................... $ 634,941 627,703 ================ =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current installments of long-term debt..................................... $ 6,636 7,937 Accounts payable........................................................... 27,176 25,568 Accrued liabilities........................................................ 59,142 55,757 Interest payable........................................................... 11,112 8,451 ---------------- --------------- Total current liabilities............................................. 104,066 97,713 ---------------- --------------- Deferred income taxes........................................................... 59,093 58,290 Other long-term liabilities..................................................... 9,585 12,230 Long-term debt, excluding current installments.................................. 434,044 435,514 ---------------- --------------- Total liabilities..................................................... 606,788 603,747 ---------------- --------------- Stockholders' equity: Convertible preferred stock, par value $1.00 per share, 2,000 shares authorized, 1,149 and 1,183 shares outstanding at December 31, 2000 and June 30, 2001, respectively................................... 1,149 1,183 Class A common stock, par value $0.01 per share, 99,300 shares authorized, 40,156 and 40,269 shares outstanding at December 31, 2000 and June 30, 2001, respectively............................................ 373 375 Class B non-voting common stock, par value $0.01 per share, 700 shares authorized, none outstanding............................................ -- -- Additional paid-in capital................................................. 266,917 270,633 Accumulated losses......................................................... (234,910) (238,850) Treasury stock, at cost.................................................... (102) (105) Accumulated other comprehensive loss....................................... (5,274) (9,280) ---------------- --------------- Total stockholders' equity............................................ 28,153 23,956 ---------------- --------------- Total liabilities and stockholders' equity............................ $ 634,941 627,703 ================ ===============

See accompanying notes to consolidated financial statements. 3 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, 2000 and 2001 (Unaudited, in thousands, except per share amounts)

2000 2001 ----------------- ---------------- Operating revenues: Services..................................................................... $ 38,885 91,640 Sales........................................................................ 14,269 20,933 ------------------ ---------------- 53,154 112,573 ------------------ ---------------- Operating expenses (exclusive of depreciation and amortization shown below): Services..................................................................... 25,008 57,948 Sales........................................................................ 9,567 12,014 ------------------ ---------------- 34,575 69,962 ------------------ ---------------- Total gross profit...................................................... 18,579 42,611 Selling, general and administrative expenses...................................... 6,544 14,021 Depreciation and amortization..................................................... 5,069 13,568 ------------------ ---------------- Operating income........................................................ 6,966 15,022 ------------------ ---------------- Other deductions: Interest expense............................................................. 4,388 12,708 Other income................................................................. (111) (63) ------------------ ---------------- 4,277 12,645 ------------------ ---------------- Income before income tax expense............................................. 2,689 2,377 Income tax expense................................................................ 405 437 ------------------ ---------------- Net income................................................................... 2,284 1,940 Convertible preferred stock paid-in-kind dividend................................. -- 1,744 ------------------ ---------------- Net income available to common stockholders....................................... $ 2,284 196 ================== ================ Basic and diluted net income per share: Basic net income per share................................................... $ 0.06 0.05 ================== ================ Diluted net income per share................................................. $ 0.06 0.04 ================== ================ Basic net income per share available to common stockholders.................. $ 0.06 -- ================== ================ Diluted net income per share available to common stockholders................ $ 0.06 -- ================== ================ Weighted average number of shares used in per share calculations: Basic shares................................................................. 36,807 40,209 ================== ================ Diluted shares............................................................... 41,086 44,441 ================== ================

See accompanying notes to consolidated financial statements. 4 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Six Months Ended June 30, 2000 and 2001 (Unaudited, in thousands, except per share amounts)

2000 2001 ----------------- ---------------- Operating revenues: Services..................................................................... $ 76,544 179,680 Sales........................................................................ 22,222 45,001 ------------------ ---------------- 98,766 224,681 ------------------ ---------------- Operating expenses (exclusive of depreciation and amortization shown below): Services..................................................................... 49,501 116,061 Sales........................................................................ 13,460 26,721 ------------------ ---------------- 62,961 142,782 ------------------ ---------------- Total gross profit...................................................... 35,805 81,899 Selling, general and administrative expenses...................................... 13,275 28,646 Depreciation and amortization..................................................... 10,439 27,176 ------------------ ---------------- Operating income........................................................ 12,091 26,077 ------------------ ---------------- Other deductions: Interest expense............................................................. 8,641 26,288 Other (income) expense....................................................... (189) 181 ------------------ ---------------- 8,452 26,469 ------------------ ---------------- Income (loss) before income tax expense...................................... 3,639 (392) Income tax expense................................................................ 521 105 ------------------ ---------------- Net income (loss)............................................................ 3,118 (497) Convertible preferred stock paid-in-kind dividend................................. -- 3,443 ------------------ ---------------- Net income (loss) available to common stockholders................................ $ 3,118 (3,940) ================== ================ Basic and diluted net income (loss) per share: Basic net income (loss) per share............................................ $ 0.09 (0.01) ================== ================ Diluted net income (loss) per share.......................................... $ 0.08 (0.01) ================== ================ Basic net income (loss) per share available to common stockholders........... $ 0.09 (0.10) ================== ================ Diluted net income (loss) per share available to common stockholders......... $ 0.08 (0.10) ================== ================ Weighted average number of shares used in per share calculations: Basic shares................................................................. 36,675 40,186 ================== ================ Diluted shares............................................................... 41,560 40,186 ================== ================

See accompanying notes to consolidated financial statements. 5 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2000 and 2001 (Unaudited, in thousands)

2000 2001 ---------------- --------------- Cash flows from operating activities: Net income (loss).............................................................. $ 3,118 (497) ---------------- --------------- Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization............................................. 10,439 27,176 Changes in operating assets and liabilities............................... (2,402) (256) Other..................................................................... 821 395 ---------------- --------------- Total adjustments.................................................... 8,858 27,315 ---------------- --------------- Net cash provided by operating activities........................................... 11,976 26,818 ---------------- --------------- Cash flows from investing activities: Capital expenditures........................................................... (2,498) (3,616) Wagering systems expenditures.................................................. (17,497) (18,855) Increase in other assets and investments....................................... (4,101) (4,839) ---------------- --------------- Net cash used in investing activities............................................... (24,096) (27,310) ---------------- --------------- Cash flows from financing activities: Net borrowings (repayments) under lines of credit.............................. (150) 5,900 Proceeds from issuance of long-term debt....................................... 10,952 -- Payments on long-term debt..................................................... (1,534) (2,968) Proceeds from the issuance of common stock..................................... 1,428 121 ---------------- --------------- Net cash provided by financing activities........................................... 10,696 3,053 ---------------- --------------- Effect of exchange rate changes on cash............................................. (246) (872) ---------------- --------------- Increase (decrease) in cash and cash equivalents.................................... (1,670) 1,689 Cash and cash equivalents, beginning of period...................................... 3,662 6,488 ---------------- --------------- Cash and cash equivalents, end of period............................................ $ 1,992 8,177 ================ =============== Supplemental disclosure of cash flow information: Cash paid (recovered) during the period for: Interest paid.................................................................. $ 7,984 27,809 ================ =============== Net income taxes paid (recovered).............................................. $ 455 (409) ================ =============== Non-cash financing activity during the period: Convertible preferred stock paid-in-kind dividends............................. $ -- 3,443 ================ ===============

See accompanying notes to consolidated financial statements. 6 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, in thousands, except per share amounts) (1) Consolidated Financial Statements Name Change Effective April 27, 2001, the Company changed its corporate name from Autotote Corporation to Scientific Games Corporation and its stock symbol to SGM [AMEX: SGM]. Basis of Presentation On December 20, 2000, the Company determined to change its fiscal year from an October 31 year-end to a calendar year-end, beginning with the year ending December 31, 2001. This report on Form 10-Q covers the three-month and six-month periods ended June 30, 2001, compared to the three-month and six-month periods ended June 30, 2000. The consolidated balance sheets as of December 31, 2000 and June 30, 2001 and the consolidated statements of operations for the three-month and six-month periods ended June 30, 2000 and 2001, and the consolidated statements of cash flows for the six months then ended, have been prepared by the Company without audit. In the opinion of management, all adjustments necessary consisting of normal recurring entries to present fairly the financial position of the Company at December 31, 2000 and June 30, 2001 and the results of its operations for the three-month and six-month periods ended June 30, 2000 and 2001 and its cash flows for the six months ended June 30, 2000 and 2001 have been made. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2000 Annual Report on Form 10-K. The results of operations for the period ended June 30, 2001 are not necessarily indicative of the operating results for the full year. Certain items in prior period's consolidated financial statements have been classified to conform with the current year presentation. Basic and Diluted Net Income (Loss) Per Share The following represents a reconciliation of the numerator and denominator used in computing basic and diluted net income (loss) per share for the three-month and six-month periods ended June 30, 2000 and 2001:

Three Months Ended Six Months Ended June 30, June 30, ---------------------------------- --------------------------- 2000 2001 2000 2001 ------------------ ------------ ----------- ------------- Income (numerator) Net income (loss)................................... $ 2,284 1,940 3,118 (497) Convertible preferred stock paid-in-kind dividend... -- 1,744 -- 3,443 ------------------ ------------ ----------- ------------- Net income (loss) available to common stockholders.. $ 2,284 196 3,118 (3,940) ================== ============ =========== ============= Shares (denominator) Basic weighted average common shares outstanding.... 36,807 40,209 36,675 40,186 Effect of diluted securities-stock options, warrants, and deferred shares (a)........................ 4,279 4,232 4,885 -- ------------------ ------------ ----------- ------------- Diluted weighted average common shares outstanding.. 41,086 44,441 41,560 40,186 ================== ============ =========== ============= Per Share Amount Basic net income (loss) per share................... $ 0.06 0.05 0.09 (0.01) ================== ============ =========== ============= Diluted net income (loss) per share................. $ 0.06 0.04 0.08 (0.01) ================== ============ =========== ============= Basic net income (loss) per share available to common stockholders.............................. $ 0.06 -- 0.09 (0.10) ================== ============ =========== ============= Diluted net income (loss) per share available to common stockholders.............................. $ 0.06 -- 0.08 (0.10) ================== ============ =========== =============

(a) Potential common shares are not included in the calculation of dilutive net loss per share in the six months ended June 30, 2001, since the inclusion would be anti-dilutive. 7 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited, in thousands, except per share amounts) (1) Consolidated Financial Statements--(Continued) At June 30, 2001, the Company had outstanding stock options, warrants, convertible preferred shares and deferred shares, which could potentially dilute basic earnings per share in the future. (See Notes 13 and 14 to the Consolidated Financial Statements for the year ended October 31, 2000 in the Company's 2000 Annual Report on Form 10-K.) Interest Rate Agreements Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), as amended by SFAS 138, establishes accounting and reporting standards for derivative instruments and hedging activities. It requires entities to record all derivative instruments on the balance sheet at fair value. Changes in the fair value of derivatives are recorded in each period in current operations or other comprehensive income (loss), based on whether a derivative is designated as part of a hedge transaction and the type of hedge transaction. The ineffective portion of all hedges is recognized in operations. Pursuant to the terms of the Company's credit facility, the Company is required to maintain interest rate hedges for a notional amount of not less than $140,000 for a period of not less than two years. In satisfaction of this requirement, the Company entered into three interest rate swap agreements in November 2000 which obligate the Company to pay a fixed LIBOR rate and entitle the Company to receive a variable LIBOR rate on an aggregate $140,000 notional amount of debt. The Company has structured these interest rate swap agreements and intends to structure all such future agreements to qualify for hedge accounting pursuant to the provisions of SFAS 133. Accumulated other comprehensive losses resulting from the changes in fair value of the interest rate hedge instruments were $2,395 and $5,017 at December 31, 2000 and June 30, 2001, respectively. For the six months ended June 30, 2001, the Company recorded a $2,622 charge to other comprehensive loss for the change in fair value of the interest rate hedge instruments. (2) Acquisition of Scientific Games Holdings Corp. On September 6, 2000, the Company completed the acquisition of Scientific Games Holdings Corp. ("SGHC"), a world-leading supplier of lottery products, integrated lottery systems and support services, and pre-paid telephone cards. The acquisition was completed through a merger in which SGHC became a wholly-owned subsidiary of the Company, at a cost of approximately $308,000 in aggregate merger consideration to SGHC stockholders, plus related fees and expenses. The acquisition was recorded using the purchase method of accounting. The acquired assets and liabilities were recorded at their estimated fair value at the date of acquisition. The excess of the purchase price over the fair values of the net assets acquired was approximately $156,828 and has been recorded as goodwill, which is being amortized over 20 years. The operating results of SGHC's businesses have been included in the accompanying consolidated statements of operations from the date of the acquisition. (See Notes 3, 9 and 13 to the Consolidated Financial Statements for the year ended October 31, 2000 in the Company's 2000 Annual Report on Form 10-K.) 8 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited, in thousands, except per share amounts) (2) Acquisition of Scientific Games Holdings Corp.--(Continued) The following table presents unaudited pro forma results of operations as if the SGHC acquisition and related financing transactions had occurred at the beginning of the period presented after giving effect to certain adjustments, including amortization of goodwill and other identifiable intangible assets, additional depreciation expense, increased interest expense, convertible preferred stock dividends and related income tax effects. These unaudited pro forma results were presented using current generally accepted accounting principles. In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, Business Combinations ("SFAS 141"), and No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 becomes effective immediately and SFAS 142, which will become effective for the Company in year 2002, will change the accounting and reporting for goodwill and intangible assets. Consequently, beginning January 1, 2002, amortization of goodwill and intangibles with indefinite lives will cease. The amount of amortization of all goodwill and intangible assets with indefinite lives included in the pro forma information shown below for this business combination, as well as other purchased intangible assets previously recorded by the Company, is $4.7 million and $9.4 million, respectively, for the three-month and six-month periods ended June 30, 2000. The Company has not completed its analysis, including the required impairment testing, but expects that the majority of this amortization will not continue in future periods. These pro forma results have been prepared for comparative purposes and do not purport to be indicative of what would have occurred had the acquisition been made at the beginning of the three-month and six-month periods ended June 30, 2000 or the results that may occur in the future.

Three Months Six Months Ended Ended June 30, 2000 June 30, 2000 ------------------- ----------------- (unaudited) (unaudited) Operating revenues.................................................. $ 114,602 219,276 Operating income.................................................... 11,302 20,861 Loss before income tax benefit...................................... (1,037) (4,098) Net loss............................................................ (1,043) (3,195) Convertible preferred stock paid-in-kind dividend................... 1,691 3,383 ------------------- ----------------- Net loss available to common stockholders........................... $ (2,734) (6,578) =================== ================= Basic and diluted loss per share: Net loss per share.................................................. $ (0.03) (0.09) =================== ================= Net loss per share available to common stockholders................. $ (0.07) (0.18) =================== =================

9 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited, in thousands, except per share amounts) (3) Business Segments The following tables represent revenues and profits by business segments for the three-month and six-month periods ended June 30, 2000 and 2001. Operating income reflects an allocation of corporate expenses among business segments. Interest expense and other (income) deductions are not allocated to business segments.

Three Months Ended Six Months Ended June 30, June 30, ---------------------------------- ---------------------------- 2000 2001 2000 2001 ------------------ ------------ ----------- ------------- Service revenue and product sales: Lottery Group.................................. $ 14,828 61,162 17,797 117,279 Pari-mutuel Group.............................. 22,380 25,018 49,869 54,025 Venue Management Group......................... 15,946 15,821 31,100 31,325 Telecommunications Group....................... -- 10,572 -- 22,052 ------------------ ------------ ----------- ------------- $ 53,154 112,573 98,766 224,681 ================== ============ =========== ============= Gross profit: Lottery Group.................................. $ 4,097 22,998 5,012 41,274 Pari-mutuel Group.............................. 10,159 10,188 22,169 21,820 Venue Management Group......................... 4,323 4,696 8,624 9,177 Telecommunications Group....................... -- 4,729 -- 9,628 ------------------ ------------ ----------- ------------- Total gross profit........................ $ 18,579 42,611 35,805 81,899 ================== ============ =========== ============= Operating income: Lottery Group.................................. $ 2,450 6,499 2,076 7,818 Pari-mutuel Group.............................. 2,252 2,913 5,621 7,219 Venue Management Group......................... 2,264 2,893 4,394 5,625 Telecommunications Group....................... -- 2,717 -- 5,415 ------------------ ------------ ----------- ------------- 6,966 15,022 12,091 26,077 Other deductions: Interest expense............................... 4,388 12,708 8,641 26,288 Other (income) expense......................... (111) (63) (189) 181 ------------------ ------------ ----------- ------------- Income (loss) before income tax expense............. $ 2,689 2,377 3,639 (392) ================== ============ =========== =============

10 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Unaudited, in thousands, except per share amounts) (3) Business Segments--(Continued)

December 31, June 30, 2000 2001 ------------------- ----------------- Assets Lottery Group............................................... $ 330,138 334,764 Pari-mutuel Group........................................... 232,990 224,563 Venue Management Group...................................... 34,055 33,346 Telecommunications Group.................................... 37,758 35,030 ------------------- ----------------- $ 634,941 627,703 =================== =================

Six Months Ended June 30, --------------------------------------- 2000 2001 ------------------- ----------------- Capital and wagering systems expenditures Lottery Group............................................... $ 10,407 18,321 Pari-mutuel Group........................................... 1,212 2,590 Venue Management Group...................................... 8,376 535 Telecommunications Group.................................... -- 1,025 ------------------- ----------------- $ 19,995 22,471 =================== =================

(4) Comprehensive Income (Loss) The following presents a reconciliation of net income (loss) to comprehensive income (loss) for the three months and six months ended June 30, 2000 and 2001:

Three Months ended Six Months ended June 30, June 30, ---------------------------------- --------------------------- 2000 2001 2000 2001 ------------------ ------------ ----------- ------------- Net income.......................................... $ 2,284 1,940 3,118 (497) Other comprehensive income (loss): Foreign currency translation................... (363) (119) (752) (1,599) Unrealized gain (loss) on investments.......... -- (360) -- 215 Unrealized gain (loss) on interest rate swap contracts................................. -- 184 -- (2,622) ------------------ ------------ ----------- ------------- Other comprehensive loss.......................... (363) (295) (752) (4,006) ------------------ ------------ ----------- ------------- Comprehensive income (loss)......................... $ 1,921 1,645 2,366 (4,503) ================== ============ =========== =============

11 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited, in thousands, except per share amounts) (5) Inventories Inventories consist of the following:

December 31, June 30, 2000 2001 ----------------- ---------------- Parts and work-in-process......................................... $ 16,193 9,239 Finished goods.................................................... 11,415 12,232 ----------------- ---------------- $ 27,608 21,471 ================= ================

Parts and work-in-process include costs for equipment expected to be sold. Costs incurred for equipment associated with specific wagering system service contracts not yet placed in service are classified as construction in progress in property and equipment. (6) Debt At June 30, 2001, the Company had approximately $33,817 available for borrowing under the Company's revolving credit facility (the "Facility"). There were approximately $14,900 of borrowings outstanding under the Facility and approximately $16,283 in letters of credit were issued under the Facility at June 30, 2001. At December 31, 2000, Scientific Games' available borrowing capacity under the Facility was $46,591. The Company's financing arrangements impose certain limitations on the operations of the Company and its subsidiaries, including the maintenance of certain financial, liquidity and net worth ratios. As a result of both the financial performance of SGHC prior to the Company's acquisition of SGHC, principally reflecting transitional and operational matters occurring through December 31, 2000, and the timing of certain anticipated capital expenditures and associated borrowings in 2001, management and our lenders amended certain limitations to be less restrictive. Among other changes, the Facility was modified so that the planned step-downs in fixed charge coverage ratios and leverage ratios were delayed by up to six months through September 30, 2002. The Company is in compliance with the amended covenants as of June 30, 2001 and expects to remain so during the next twelve months. 12 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited, in thousands, except per share amounts) (7) Financial Information for Guarantor Subsidiaries and Non-Guarantor Subsidiaries The Company conducts substantially all of its business through its domestic and foreign subsidiaries. The Facility and the Company's 12 1/2% Series B Senior Subordinated Notes due 2010 (the "Notes") issued in connection with the acquisition of SGHC, are jointly and severally guaranteed by substantially all of the Company's wholly owned domestic subsidiaries (the "Guarantor Subsidiaries"). Presented below is condensed consolidating financial information for (i) Scientific Games Corporation (the "Parent Company"), which includes the activities of Scientific Games Management Corporation, (ii) the Guarantor Subsidiaries and (iii) the wholly owned foreign subsidiaries and the non-wholly owned domestic and foreign subsidiaries (the "Non-Guarantor Subsidiaries") as of December 31, 2000 and June 30, 2001 and for the three months and six months ended June 30, 2000 and 2001. 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, Guarantor Subsidiaries and Non-Guarantor Subsidiaries assuming the guarantee structure of the Notes was in effect at the beginning of the periods presented. Separate financial statements for Guarantor Subsidiaries are not presented based on management's determination that they would not provide additional information that is material to investors. The condensed consolidating financial information reflects the investments of the Parent Company in the Guarantor and Non-Guarantor Subsidiaries using the equity method of accounting. In addition, corporate interest and administrative expenses have not been allocated to the subsidiaries. 13 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2000 (unaudited, in thousands)

Parent Guarantor Non-Guarantor Eliminating Company Subsidiaries Subsidiaries Entries Consolidated -------------- ------------- ------------- ------------- ------------------- ASSETS Cash and cash equivalents........... $ 867 (50) 5,671 -- 6,488 Accounts receivable, net............ -- 39,554 20,555 (3,290) 56,819 Inventories......................... -- 21,602 6,470 (464) 27,608 Other current assets................ 186 13,421 2,944 30 16,581 Property and equipment, net......... 2,002 142,446 40,452 (289) 184,611 Investment in subsidiaries.......... 202,980 -- -- (202,980) -- Goodwill............................ 190 154,313 3,088 -- 157,591 Intangible assets................... -- 109,232 22,047 -- 131,279 Other assets........................ 19,832 75,698 1,077 (42,643) 53,964 --------------- ------------- ------------- ------------- ---------------- Total assets.................... $ 226,057 556,216 102,304 (249,636) 634,941 =============== ============= ============= ============= ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current installments of long-term debt................... $ 6,012 8 616 -- 6,636 Current liabilities................. 25,663 51,811 22,866 (2,910) 97,430 Long-term debt, excluding current installments............. 433,180 19 5,492 (4,647) 434,044 Other non-current liabilities....... 5,786 56,851 21,491 (15,450) 68,678 Intercompany balances............... (272,737) 245,226 27,809 (298) -- Stockholders' equity................ 28,153 202,301 24,030 (226,331) 28,153 --------------- ------------- ------------- ------------- ---------------- Total liabilities and stockholders' equity.......... $ 226,057 556,216 102,304 (249,636) 634,941 ============== ============= ============= ============== ================

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2001 (unaudited, in thousands)

Parent Guarantor Non-Guarantor Eliminating Company Subsidiaries Subsidiaries Entries Consolidated -------------- ------------- ------------- ------------- ------------------ ASSETS Cash and cash equivalents............ $ 914 (166) 7,429 -- 8,177 Accounts receivable, net............. -- 34,430 18,628 -- 53,058 Inventories.......................... -- 17,150 4,856 (535) 21,471 Other current assets................. 569 11,392 5,829 30 17,820 Property and equipment, net.......... 1,953 148,435 38,756 (201) 188,943 Investment in subsidiaries........... 233,941 -- -- (233,941) -- Goodwill............................. 187 151,172 2,597 (812) 153,144 Intangible assets.................... -- 105,801 21,345 -- 127,146 Other assets......................... 19,475 57,329 2,880 (21,740) 57,944 -------------- ------------- ------------- ------------- ------------- Total assets..................... $ 257,039 525,543 102,320 (257,199) 627,703 ============== ============= ============= ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current installments of long-term debt.................... $ 7,510 8 419 -- 7,937 Current liabilities.................. 18,234 50,520 20,383 639 89,776 Long-term debt, excluding current installments...................... 434,950 14 550 -- 435,514 Other non-current liabilities........ 8,412 54,768 5,396 1,944 70,520 Intercompany balances................ (236,023) 192,623 43,956 (556) -- Stockholders' equity................. 23,956 227,610 31,616 (259,226) 23,956 -------------- ------------- ------------- ------------- ------------- Total liabilities and stockholders' equity............................ $ 257,039 525,543 102,320 (257,199) 627,703 ============= ============= ============= ============= =============

14 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 30, 2000 (unaudited, in thousands)

Parent Guarantor Non-Guarantor Eliminating Company Subsidiaries Subsidiaries Entries Consolidated -------------- --------------- --------------- -------------- -------------- Operating revenues...................... $ -- 44,357 13,553 (4,756) 53,154 Operating expenses...................... -- 29,111 10,319 (4,855) 34,575 ------------- --------------- --------------- -------------- -------------- Gross profit......................... -- 15,246 3,234 99 18,579 Selling, general and administrative expenses............................. 2,365 3,070 1,112 (3) 6,544 Depreciation and amortization........... 71 4,210 813 (25) 5,069 ------------- --------------- --------------- -------------- -------------- Operating income (loss).............. (2,436) 7,966 1,309 127 6,966 Interest expense........................ 4,145 179 215 (151) 4,388 Other (income) expense.................. (133) (137) 8 151 (111) ------------- --------------- --------------- -------------- -------------- Income (loss) before equity in income of subsidiaries and income taxes........ (6,448) 7,924 1,086 127 2,689 Equity in income of subsidiaries........ 8,792 -- -- (8,792) -- Income tax expense...................... 60 277 68 -- 405 ------------- --------------- --------------- -------------- -------------- Net income.............................. $ 2,284 7,647 1,018 (8,665) 2,284 ============= =============== =============== ============== ==============

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 30, 2001 (unaudited, in thousands)

Parent Guarantor Non-Guarantor Eliminating Company Subsidiaries Subsidiaries Entries Consolidated --------------- --------------- --------------- --------------- --------------- Operating revenues...................... $ -- 85,879 29,735 (3,041) 112,573 Operating expenses...................... -- 52,958 19,829 (2,825) 69,962 --------------- --------------- --------------- --------------- --------------- Gross profit......................... -- 32,921 9,906 (216) 42,611 Selling, general and administrative expenses............................. 3,669 7,370 3,014 (32) 14,021 Depreciation and amortization........... 76 12,010 1,487 (5) 13,568 --------------- --------------- --------------- --------------- --------------- Operating income (loss).............. (3,745) 13,541 5,405 (179) 15,022 Interest expense........................ 12,637 118 462 (509) 12,708 Other (income) expense.................. (489) (448) 434 440 (63) --------------- --------------- --------------- --------------- --------------- Income (loss) before equity in income of subsidiaries and income taxes........ (15,893) 13,871 4,509 (110) 2,377 Equity in income of subsidiaries........ 17,833 -- -- (17,833) -- Income tax expense (benefit)............ -- (1,022) 1,459 -- 437 --------------- --------------- --------------- --------------- --------------- Net income.............................. $ 1,940 14,893 3,050 (17,943) 1,940 =============== =============== =============== =============== ===============

15 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED STATEMENT OF OPERATIONS Six Months Ended June 30, 2000 (unaudited, in thousands)

Parent Guarantor Non-Guarantor Eliminating Company Subsidiaries Subsidiaries Entries Consolidated --------------- --------------- --------------- --------------- --------------- Operating revenues...................... $ -- 82,171 24,461 (7,866) 98,766 Operating expenses...................... -- 51,691 19,333 (8,063) 62,961 --------------- --------------- --------------- --------------- --------------- Gross profit......................... -- 30,480 5,128 197 35,805 Selling, general and administrative expenses............................. 4,754 6,364 2,164 (7) 13,275 Depreciation and amortization........... 143 8,711 1,635 (50) 10,439 --------------- -------------- --------------- --------------- --------------- Operating income (loss).............. (4,897) 15,405 1,329 254 12,091 Interest expense........................ 8,157 367 397 (280) 8,641 Other (income) expense.................. (249) (215) (5) 280 (189) --------------- -------------- --------------- --------------- --------------- Income (loss) before equity in income of subsidiaries and income taxes........ (12,805) 15,253 937 254 3,639 Equity in income of subsidiaries........ 16,023 -- -- (16,023) -- Income tax expense...................... 100 383 38 -- 521 --------------- -------------- --------------- --------------- --------------- Net income.............................. $ 3,118 14,870 899 (15,769) 3,118 =============== ============== =============== =============== ===============

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED STATEMENT OF OPERATIONS Six Months Ended June 30, 2001 (unaudited, in thousands)

Parent Guarantor Non-Guarantor Eliminating Company Subsidiaries Subsidiaries Entries Consolidated --------------- --------------- --------------- --------------- --------------- Operating revenues...................... $ -- 171,141 61,545 (8,005) 224,681 Operating expenses...................... -- 107,790 42,737 (7,745) 142,782 --------------- --------------- --------------- --------------- --------------- Gross profit......................... -- 63,351 18,808 (260) 81,899 Selling, general and administrative expenses............................. 6,656 15,846 6,179 (35) 28,646 Depreciation and amortization........... 152 24,066 2,998 (40) 27,176 --------------- -------------- --------------- --------------- --------------- Operating income (loss).............. (6,808) 23,439 9,631 (185) 26,077 Interest expense........................ 26,193 122 1,054 (1,081) 26,288 Other (income) expense.................. (538) (1,035) 690 1,064 181 --------------- -------------- --------------- --------------- --------------- Income (loss) before equity in income of subsidiaries and income taxes........ (32,463) 24,352 7,887 (168) (392) Equity in income of subsidiaries........ 31,341 -- -- (31,341) -- Income tax expense (benefit)............ (625) (1,858) 2,588 -- 105 --------------- -------------- --------------- --------------- --------------- Net income (loss)....................... $ (497) 26,210 5,299 (31,509) (497) =============== ============== =============== =============== ===============

16 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2000 (unaudited, in thousands)

Parent Guarantor Non-Guarantor Eliminating Company Subsidiaries Subsidiaries Entries Consolidated --------------- --------------- --------------- --------------- --------------- Net income.............................. $ 3,118 14,870 899 (15,769) 3,118 Depreciation and amortization........ 143 8,711 1,635 (50) 10,439 Equity in income of subsidiaries..... (16,023) -- -- 16,023 -- Changes in operating assets and liabilities........................ (1,387) 3,510 (4,489) (36) (2,402) Other non-cash adjustments........... 599 313 (91) -- 821 --------------- --------------- --------------- --------------- ---------------- Net cash provided by (used in) operating activities........................... (13,550) 27,404 (2,046) 168 11,976 --------------- --------------- --------------- --------------- ---------------- Cash flows from investing activities: Capital and wagering systems expenditures....................... (38) (17,107) (2,850) -- (19,995) Other assets and investments......... (1,051) (2,263) (688) (99) (4,101) --------------- --------------- --------------- --------------- ---------------- Net cash used in investing activities... (1,089) (19,370) (3,538) (99) (24,096) --------------- --------------- --------------- --------------- ---------------- Cash flows from financing activities: Net borrowing (repayments) under lines of credit.................... (150) -- -- -- (150) Proceeds from issuance of long-term debt............................... 10,000 -- 952 -- 10,952 Payments on long-term debt........... -- (1,203) (331) -- (1,534) Proceeds from stock issue............ 1,429 (448) 447 -- 1,428 Other, principally intercompany balances........................... (1,537) (2,621) 4,228 (70) -- --------------- --------------- --------------- --------------- ---------------- Net cash provided by (used in) financing activities........................... 9,742 (4,272) 5,296 (70) 10,696 --------------- --------------- --------------- --------------- ---------------- Effect of exchange rate changes on cash. -- (135) (111) -- (246) --------------- --------------- --------------- --------------- ---------------- Increase (decrease) in cash and cash equivalents.......................... (4,897) 3,627 (399) (1) (1,670) Cash and cash equivalents, beginning of period.................................. 5,284 (4,104) 2,481 1 3,662 --------------- --------------- --------------- --------------- ---------------- Cash and cash equivalents, end of period $ 387 (477) 2,082 -- 1,992 =============== =============== =============== =============== ================

17 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES SUPPLEMENTAL CONDENSED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2001 (unaudited, in thousands)

Parent Guarantor Non-Guarantor Eliminating Company Subsidiaries Subsidiaries Entries Consolidated --------------- --------------- --------------- --------------- --------------- Net income (loss)....................... $ (497) 26,210 5,299 (31,509) (497) Depreciation and amortization........ 152 24,066 2,998 (40) 27,176 Equity in income of subsidiaries..... (31,341) -- -- 31,341 -- Changes in operating assets and liabilities........................ (4,787) 4,043 (1,403) 1,891 (256) Other non-cash adjustments........... 1,324 (1,782) 853 -- 395 --------------- --------------- --------------- --------------- --------------- Net cash provided by (used in) operating activities........................... (35,149) 52,537 7,747 1,683 26,818 --------------- --------------- --------------- --------------- --------------- Cash flows from investing activities: Capital and wagering systems expenditures....................... (47) (18,100) (4,370) 46 (22,471) Other assets and investments......... (842) (5,437) 1,343 97 (4,839) --------------- --------------- --------------- --------------- --------------- Net cash used in investing activities... (889) (23,537) (3,027) 143 (27,310) --------------- --------------- --------------- --------------- --------------- Cash flows from financing activities: Net borrowing under lines of credit.. 5,900 -- -- -- 5,900 Payments on long-term debt........... (2,632) (5) (524) 193 (2,968) Proceeds from stock issue............ 121 383 (183) (200) 121 Other, principally intercompany balances 32,639 (28,644) (2,176) (1,819) -- --------------- --------------- --------------- --------------- --------------- Net cash provided by (used in) financing activities........................... 36,028 (28,266) (2,883) (1,826) 3,053 --------------- --------------- --------------- --------------- --------------- Effect of exchange rate changes on cash. 57 (850) (79) -- (872) --------------- --------------- --------------- --------------- --------------- Increase (decrease) in cash and cash equivalents.......................... 47 (116) 1,758 -- 1,689 Cash and cash equivalents, beginning of period.................................. 867 (50) 5,671 -- 6,488 --------------- --------------- --------------- --------------- --------------- Cash and cash equivalents, end of period $ 914 (166) 7,429 -- 8,177 =============== =============== =============== =============== ===============

18 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001 Background Effective April 27, 2001, the Company changed its corporate name from Autotote Corporation to Scientific Games Corporation and its stock symbol to SGM [AMEX: SGM]. The Company changed its fiscal year from an October 31 year-end to a calendar year-end, beginning with the year ending December 31, 2001. As a result, the Company is filing this report for the second quarter and first six months of year 2001, which ended on June 30, 2001, compared to the three-month and six-month periods ended June 30, 2000. The following discussion addresses the financial condition of the Company as of June 30, 2001 and the results of its operations for the three-month and six-month periods ended June 30, 2001, compared to the same periods in the prior year. This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended October 31, 2000, included in the Company's 2000 Annual Report on Form 10-K. We operate in four business segments: Lottery Group, Pari-mutuel Group, Venue Management Group and Telecommunications Group. Our Lottery Group consists of two product lines: Instant Tickets and Related Services ("ITRS") and Lottery Systems. ITRS includes ticket design and manufacturing as well as value-added services, including game design, sales and marketing support, inventory management and warehousing and fulfillment services. In addition, this division includes promotional instant tickets and pull-tab tickets that we sell to both lottery and non-lottery customers. Lottery Systems includes the supply of transaction processing software for the accounting and validation of both instant ticket and on-line lottery games, point-of-sale terminal hardware sales, central site computers and communication hardware sales, and ongoing support and maintenance services for these products. This product line also includes software and hardware and support service for sports betting and credit card processing systems. Our Pari-mutuel Group is comprised of our North American and international on-track, off-track and inter-track pari-mutuel services, simulcasting and communications services, and video gaming, as well as sales of pari-mutuel systems and equipment. Our Venue Management Group is comprised of the Connecticut off-track betting operations, and the Company's Netherlands on-track and off-track betting operations. Our Telecommunications Group is comprised of the prepaid cellular phone cards business, which was acquired by the Company as part of the SGHC acquisition. In the second quarter of fiscal 2000, the Company completed the sale of its SJC Video business, which had previously been reported as a separate segment. In the three-month and six-month periods ended June 30, 2000, our Lottery Group consisted solely of the Lottery Systems product line, exclusive of sports betting and credit card processing services. In addition, the Telecommunications Group was not yet acquired by the Company as part of the SGHC acquisition. The Company's revenues are derived from two principal sources: service revenues and sales revenues. Service revenues are earned pursuant to multi-year contracts to provide ITRS and wagering systems and services; or are derived from wagering by customers at facilities owned or leased by the Company. Sales revenues are derived from sales of prepaid phone cards and from contracts for the sale of wagering systems, equipment, and software licenses. The first calendar quarter and the fourth calendar quarter of the year traditionally comprise the weakest season for the Company's pari-mutuel wagering service revenue. Wagering equipment sales and software license revenues usually reflect a limited number of large transactions that do not recur on an annual basis. Consequently, revenues and operating results can vary substantially from period to period as a result of the timing of revenue recognition for major equipment sales and software license revenue. In addition, instant ticket and prepaid phone card sales may vary depending on the size and timing of contract awards, changes in customer budgets, inventory ticket position, lottery retail sales and general economic conditions. 19 Operating results may also vary significantly from period to period depending on the addition or disposition of business units in each period. The acquisition of SGHC in 2000, which was accounted for as a purchase, affects the comparability of operations from period to period (see Note 3 to the Consolidated Financial Statements for the year ended October 31, 2000 included in the Company's 2000 Annual Report on Form 10-K). The following tables and discussion present actual data for the three-month and six-month periods ended June 30, 2000 and 2001, and pro forma data for three-month and six-month periods ended June 30, 2000, as if the Company had acquired SGHC on January 1, 2000.

Three Months Ended Six Months Ended Results of Operations: June 30, June 30, ----------------------------------------------- --------------------------------------------- Actual Pro Forma Actual Actual Pro Forma Actual 2000 2000 2001 2000 2000 2001 -------------- --------------- ------------ ------------ -------------- ------------ Lottery Group Operating Revenues: Service revenue....... $ 2,937 51,028 55,548 5,906 100,079 108,751 Sales revenue......... 11,891 15,148 5,614 11,891 17,194 8,528 -------------- --------------- ------------ ------------ -------------- ------------ $14,828 66,176 61,162 17,797 117,273 117,279 ============== =============== ============ ============ ============== ============ Gross Profit (excluding depreciation and amortization)........ $ 4,097 19,914 22,998 5,012 37,602 41,274 ============== =============== ============ ============ ============== ============ Pari-mutuel Group Operating Revenues: Service revenue....... $20,002 20,002 20,271 39,538 39,538 39,604 Sales revenue......... 2,378 2,378 4,747 10,331 10,331 14,421 -------------- --------------- ------------ ------------ -------------- ------------ Total Revenue.... $22,380 22,380 25,018 49,869 49,869 54,025 ============== =============== ============ ============ ============== ============ Gross Profit (excluding depreciation and amortization)........ $10,159 10,159 10,188 22,169 22,169 21,820 ============== =============== ============ ============ ============== ============ Venue Management Group Operating Revenues: Service revenue....... $15,946 15,946 15,821 31,100 31,100 31,325 ============== =============== ============ ============ ============== ============ Gross Profit (excluding depreciation and amortization)........ $ 4,323 4,323 4,696 8,624 8,624 9,177 ============== =============== ============ ============ ============== ============ Telecommunications Group Operating Revenues: Sales revenue......... $ -- 10,100 10,572 -- 21,034 22,052 ============== =============== ============ ============ ============== ============ Gross Profit (excluding depreciation and amortization)........ $ -- 4,245 4,729 -- 9,129 9,628 ============== =============== ============ ============ ============== ============ Company Total Operating Revenues: Service revenue....... $38,885 86,976 91,640 76,544 170,717 179,680 Sales revenue......... 14,269 27,626 20,933 22,222 48,559 45,001 -------------- --------------- ------------ ------------ -------------- ------------ Total Revenue.... $53,154 114,602 112,573 98,766 219,276 224,681 ============== =============== ============ ============ ============== ============ Gross Profit (excluding depreciation and amortization)........ $18,579 38,641 42,611 35,805 77,524 81,899 ============== =============== ============ ============ ============== ============

20 Three Months Ended June 30, 2001 compared to Three Months Ended June 30, 2000 Revenue Analysis Lottery Group revenue of $61.2 million in the three months ended June 30, 2001 improved $46.3 million from the same period in 2000 due to the addition of SGHC in September 2000, the start-up of on-line Vermont and New Hampshire lotteries in July 2000 and the sale of terminals to the Jamaica lottery in June 2001, partially offset by the non-recurring EXTREMA(R) terminal sales to foreign customers in the second quarter of 2000. On a pro forma basis, total service revenue in the three months ended June 30, 2001 increased $4.5 million from the same period in 2000 largely due to the addition of new on-line lotteries in Vermont and New Hampshire and solid growth in recurring instant ticket revenue. On a pro forma basis, total sales revenue declined $9.5 million as a result of the previously mentioned non-recurring equipment sales to foreign customers in 2000. Pari-mutuel Group service revenue of $20.3 million in the three months ended June 30, 2001 increased $0.3 million from the same period in 2000. This increase is attributable to revenue improvements in the North American pari-mutuel, simulcasting and NASRIN(TM) service operations, partially offset by lower pari-mutuel revenues in the French operations and lower revenues on European operations as a result of the strengthening of the dollar. Sales revenue of $4.7 million in the three months ended June 30, 2001 increased $2.4 million from same period in 2000 due to higher systems and equipment sales to foreign customers. Venue Management Group service revenue of $15.8 million in the three months ended June 30, 2001 was $0.1 million lower than in the same period in 2000, reflecting lower revenues in the Netherlands operations as a result of the strengthening of the dollar, partially offset by Handle related revenue increases in the Connecticut OTB operations. Telecommunications Group sales revenue of $10.6 million in the three months ended June 30, 2001 is the result of the acquisition of SGHC in September 2000. On a pro forma basis, revenues in the three months ended June 30, 2001 increased $0.5 million over the prior year period as a 20% volume growth was partially offset by price decreases, reflecting overall softness in the telecommunications industry. Gross Profit Analysis The total gross profit earned, exclusive of depreciation and amortization, of $42.6 million in the three months ended June 30, 2001 increased $24.0 million from the same period in 2000 as a result of the acquisition of SGHC in September 2000. On a pro forma basis, the gross profit earned, exclusive of depreciation and amortization, increased $4.0 million primarily because of revenue improvements and significant cost reductions. These improvements were partially offset by lower margins on systems and equipment sales reflecting a change in the mix of product sold. On a pro forma basis, gross profit as a percentage of service revenues increased to 37% in the three months ended June 30, 2001, compared to 33% in the same period in 2000. This gross profit increase results primarily from revenue improvements and cost control measures in the Venue Management Group and the Lottery Group. These improvements were partially offset by lower margins on the European pari-mutuel service revenues. On a pro forma basis, gross profit as a percentage of sales revenues was 43% in the three months ended June 30, 2001 compared to 36% in the same period in 2000, reflecting the change in the mix of systems and equipment sold in the two periods and improved margins on phone card sales. The Lottery Group gross profit of $23.0 million, or 38% of revenues, increased 16% on a pro forma basis in the three months ended June 30, 2001 from $19.9 million, or 30% of revenues, in the same period in 2000. Gross margin improvements were realized as a result of revenue improvements discussed above, coupled with various cost reduction programs. These margin improvements were partially offset by non-recurring 2000 terminal sales. Pari-mutuel Group gross profit of $10.2 million, or 41% of revenues, in the three months ended June 30, 2001, was comparable to the $10.2 million, or 45% of revenues, in the same period in 2000. The decrease in gross margin percent is primarily attributable to lower margins on systems and equipment sales as a result of a change in the mix of products sold. 21 Venue Management Group gross profit of $4.7 million, or 30% of revenues, in the three months ended June 30, 2001, improved $0.4 million from $4.3 million, or 27% of revenues, in the same period in 2000. This improvement primarily reflects higher Handle and reduced operating costs in the Connecticut OTB operation. The Telecommunications Group gross profit of $4.7 million in the three months ended June 30, 2001, improved $0.5 million from $4.2 million on a pro forma basis in the same period in 2000. Gross profit in the three months ended June 30, 2001 was 45% of revenues as compared to 42% of revenues on a pro forma basis in the same period in 2000 as improved margins on phone card sales resulted from cost saving initiatives implemented in fiscal 2000, partially offset by price reductions. Expense Analysis Selling, general and administrative expenses of $14.0 million in the three months ended June 30, 2001 were $7.5 million higher than in the same period in 2000 primarily as a result of the acquisition of SGHC in September 2000. On a pro forma basis, selling, general and administrative expenses were $1.6 million lower in the three months ended June 30, 2001 than in the same period in 2000, primarily as a result of cost reduction programs and merger-related synergies. Depreciation and amortization expense of $13.6 million in the three months ended June 30, 2001 increased $8.5 million from $5.1 million in the same period in 2000 as a result of the SGHC acquisition, coupled with the expanded domestic lottery business. On a pro forma basis, depreciation and amortization expenses were $3.6 million higher in the three months ended June 30, 2001 than in the same period in 2000, primarily as a result of the expanded domestic lottery business and SGHC acquisition-related goodwill and intangible amortization. Interest expense of $12.7 million in the three months ended June 30, 2001 increased $8.3 million from $4.4 million in the same period in 2000 as a result of higher debt levels, interest rates and financing costs incurred in connection with the acquisition of SGHC. Income Tax Expense Income tax expense of $0.4 million in the three months ended June 30, 2001 was equal to the expense in the same period in 2000. The expense includes state taxes and foreign taxes, partially offset by the benefit from the reversal of deferred taxes provided in connection with the acquisition of SGHC. No current tax benefit has been recognized on domestic operating losses in either period. Six Months Ended June 30, 2001 compared to Six Months Ended June 30, 2000 Revenue Analysis Lottery Group revenue of $117.3 million in the six months ended June 30, 2001 improved $99.5 million from the same period in 2000 due to the addition of SGHC in September 2000, the start-up of the on-line Vermont and New Hampshire lotteries in July 2000 and the sale of terminals to the Jamaica lottery in June 2001, partially offset by the non-recurring EXTREMA(R) terminal sales to foreign customers in the second quarter of 2000. On a pro forma basis, total service revenue in the six months ended June 30, 2001 increased $8.7 million from the same period in 2000 largely due to the addition of new on-line lotteries in Vermont and New Hampshire and solid growth in recurring instant ticket revenue and instant ticket cooperative service contracts. On a pro forma basis, total sales revenue declined $8.7 million as a result of the previously mentioned non-recurring equipment sales to foreign customers in 2000. Pari-mutuel Group service revenue of $39.6 million in the six months ended June 30, 2001 increased $0.1 million from the same period in 2000. This increase is attributable to revenue improvements in the North American pari-mutuel, simulcasting and NASRIN(TM) service operations, partially offset by lower pari-mutuel revenues in the French operations and lower revenues on European operations as a result of the strengthening of the dollar. Sales revenue of $14.4 million in the six months ended June 30, 2001 increased $4.1 million from same period in 2000 due to higher systems and equipment sales to foreign customers. Venue Management Group service revenue of $31.3 million in the six months ended June 30, 2001 was $0.2 million higher than in the same period in 2000, reflecting Handle related revenue increases in the Connecticut OTB operations, partially offset by lower revenues on the Netherlands operations as a result of the strengthening of the dollar. 22 Telecommunications Group sales revenue of $22.1 million in the six months ended June 30, 2001 is the result of the acquisition of SGHC in September 2000. On a pro forma basis, revenues in the six months ended June 30, 2001 increased $1.0 million over the prior year period as a 23% growth in volume was partially offset by price decreases, reflecting overall softness in the telecommunications industry. Gross Profit Analysis The total gross profit earned, exclusive of depreciation and amortization, of $81.9 million in the six months ended June 30, 2001 increased $46.1 million from the same period in 2000 as a result of the acquisition of SGHC in September 2000. On a pro forma basis, the gross profit earned, exclusive of depreciation and amortization, increased $4.4 million primarily because of revenue improvements and significant cost reductions. These improvements were partially offset by lower margins on systems and equipment sales reflecting a change in mix of products sold. On a pro forma basis, gross profit as a percentage of service revenues increased to 35% in the six months ended June 30, 2001, compared to 34% in the same period in 2000. This gross profit increase results primarily from revenue improvements and cost control measures in the Connecticut OTB, lottery cooperative services and instant lottery tickets businesses. These improvements were partially offset by lower margins on the North American and European Pari-mutuel service revenues and start-up costs in the new on-line lotteries. On a pro forma basis, gross profit as a percentage of sales revenues was 41% in the six months ended June 30, 2001 compared to 40% in the same period in 2000, reflecting the change in the mix of systems and equipment sold in the two periods. The Lottery Group gross profit of $41.3 million, or 35% of revenues, increased 10% on a pro forma basis in the six months ended June 30, 2001 from $37.6 million or 32% of revenues in the same period in 2000. Gross margin improvements were realized as a result of the addition of the Vermont and New Hampshire lottery contracts in July 2000, and due to revenue improvements in the lottery cooperative services and the domestic instant lottery tickets businesses. These margin improvements were partially offset by non-recurring 2000 terminal sales. Pari-mutuel Group gross profit of $21.8 million or 40% of revenues in the six months ended June 30, 2001, decreased from $22.0 million or 44% of revenues in the same period in 2000. The decrease in gross margin percentage is primarily attributable to reduced revenues on VGMs and foreign services, and lower margins on systems and equipment sales to foreign customers, partially offset by the benefits of cost reduction programs. Venue Management Group gross profit of $9.2 million or 29% of revenues in the six months ended June 30, 2001, improved $0.6 million from $8.6 million or 28% of revenues in the same period in 2000. This improvement primarily reflects higher Handle and reduced operating costs in the Connecticut OTB operation. The Telecommunications Group gross profit of $9.6 million in the six months ended June 30, 2001, improved $0.5 million from $9.1 million on a pro forma basis in the same period in 2000. Gross profit in the six months ended June 30, 2001 was 44% of revenues as compared to 43% of revenues on a pro forma basis in the same period in 2000, as improved margins on phone card sales resulted from cost saving initiatives implemented in fiscal 2000, partially offset by price reductions and increased freight expenses. Expense Analysis Selling, general and administrative expenses of $28.6 million in the six months ended June 30, 2001 were $15.4 million higher than in the same period in 2000 primarily as a result of the acquisition of SGHC in September 2000. On a pro forma basis, selling, general and administrative expenses were $4.5 million lower in the six months ended June 30, 2001 than in the same period in 2000, primarily as a result of cost reduction programs and merger-related synergies. Depreciation and amortization expense of $27.2 million in the six months ended June 30, 2001 increased $16.8 million from $10.4 million in the same period in 2000 as a result of the SGHC acquisition, coupled with the expanded domestic lottery business. On a pro forma basis, depreciation and amortization expenses were $7.3 million higher in the six months ended June 30, 2001 than in the same period in 2000, primarily as a result of the expanded domestic lottery business and SGHC acquisition-related goodwill and intangible amortization. Interest expense of $26.3 million in the six months ended June 30, 2001 increased $17.6 million from $8.7 million in the same period in 2000 as a result of higher debt levels, interest rates and financing costs incurred in connection with the acquisition of SGHC. 23 Income Tax Expense Income tax expense was $0.1 million in the six months ended June 30, 2001 compared to an expense of $0.5 million in the same period in 2000. The expense includes state taxes and foreign taxes, partially offset by the benefit from the reversal of deferred taxes provided in connection with the acquisition of SGHC and the recovery of previously paid federal taxes. No current tax benefit has been recognized on domestic operating losses in either period. Liquidity, Capital Resources and Working Capital In order to finance the SGHC acquisition and refinance substantially all of the then existing indebtedness of the Company, we conducted a series of financings in September 2000. As a result, our capital structure changed significantly and, among other things, we are a significantly leveraged company. As a result of the acquisition and debt refinancing, we have total indebtedness outstanding of approximately $443.5 million at June 30, 2001. We have also recorded a substantial increase in goodwill and other intangible assets in connection with the SGHC acquisition and a corresponding increase in amortization expense. At June 30, 2001, the Company's available cash and borrowing capacity totaled $42.0 million compared to $53.1 million at December 31, 2000. Net cash provided by operating activities was $26.8 million for the six months ended June 30, 2001. In this period, we spent $22.5 million for wagering systems and capital expenditures, $4.4 million in software expenditures and repaid $3.0 million on long-term debt. These cash expenditures were funded primarily with net cash provided by operating activities and increased borrowings under our revolving credit facility. A significant portion of our cash flows from operations must be used to pay our interest expense and repay our indebtedness, which will reduce the funds that would otherwise be available to us for our operations and capital expenditures. We believe that our cash flow from operations, available cash and available borrowings under our revolving credit facility will be sufficient to meet our liquidity needs, including anticipated capital expenditures, for the foreseeable future; however, we cannot assure you that this will be the case. While we are not aware of any reason to do so, if we need to refinance all or part of our indebtedness, including the Notes, on or before their maturity, we cannot assure you that we will be able to refinance any of our indebtedness, including our Facility and the Notes, on commercially reasonable terms or at all. The Company's financing arrangements impose certain limitations on the operations of the Company and its subsidiaries, including the maintenance of certain financial, liquidity and net worth ratios. As a result of both the financial performance of SGHC prior to the Company's acquisition of SGHC, principally reflecting transitional and operational matters occurring through December 31, 2000, and the timing of certain anticipated capital expenditures and associated borrowings in 2001, in the first quarter of 2001, management and our lenders amended certain limitations to be less restrictive. Among other changes, the Facility was modified so that the planned step-downs in fixed charge coverage ratios and leverage ratios were delayed by up to six months through September 30, 2002. The Company is in compliance with the amended covenants as of June 30, 2001 and expects to remain so during the next twelve months. Forward-Looking Statements Throughout this Report on Form 10-Q we make "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include the words "may," "will," "estimate," "intend," "continue," "believe," "except" or "anticipate" and other similar words. The forward-looking statements contained in this Report on Form 10-Q are generally located in the material set forth under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" but may be found in other locations as well. These forward-looking statements generally relate to plans and objectives for future operations and are based upon management's reasonable estimates of future results or trends. Although we believe that the plans and objectives reflected in or suggested by such forward-looking statements are reasonable, such plans or objectives may not be achieved. 24 Actual results may differ from projected results due, but not limited, to unforeseen developments, including developments relating to the following: the availability and adequacy of our cash flow to satisfy our obligations, including our debt service obligations and our need for additional funds required to support capital improvements and development; economic, competitive, demographic, business and other conditions in our local and regional markets; changes or developments in the laws, regulations or taxes in the gaming and lottery industries; actions taken or omitted to be taken by third parties, including customers, suppliers, competitors, members and shareholders, as well as legislative, regulatory, judicial and other governmental authorities; changes in business strategy, capital improvements, development plans, including those due to environmental remediation concerns, or changes in personnel or their compensation, including federal, state and local minimum wage requirements; and the loss of any license or permit, including the failure to obtain an unconditional renewal of a required gaming license on a timely basis. Actual future results may be materially different from what we expect. We will not update forward-looking statements even though our situation may change in the future. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our products and services are sold to a diverse group of customers throughout the world. As such, we are subject to certain risks and uncertainties as a result of changes in general economic conditions, sources of supply, competition, foreign exchange rates, tax reform, litigation and regulatory developments. The diversity and breadth of our products and geographic operations mitigate the risk that adverse changes in any event would materially affect our financial position. Additionally, as a result of the diversity of our customer base, we do not consider ourselves exposed to concentration of credit risks. These risks are further minimized by setting credit limits, ongoing monitoring of customer account balances, and assessment of the customers' financial strengths. Inflation has not had an abnormal or unanticipated effect on our operations. Inflationary pressures would be significant to our business if raw materials used for instant lottery ticket production, prepaid phone card production or terminal manufacturing are significantly affected. Available supply from the paper and electronics industries tends to fluctuate and prices may be affected by supply. For fiscal 2000, inflation was not a significant factor in our results of operations, and we were not impacted by significant pricing changes in our costs, except for personnel related expenditures. We are unable to forecast the prices or supply of substrate, component parts or other raw materials for the balance of 2001, but we currently do not anticipate any substantial changes that will materially affect our operating results. In certain limited cases, our lottery contracts with our customers contain provisions to adjust for inflation on an annual basis, but we cannot be assured that this adjustment would cover raw material price increases or other costs of services. While we have long-term and generally satisfactory relationships with most of our suppliers, we also believe alternative sources to meet our raw material and production needs are available. In the normal course of business, the Company is exposed to fluctuations in interest rates and equity market risks as the Company seeks debt and equity capital to sustain its operations. At June 30, 2001, approximately one-third of the Company's debt was in fixed rate instruments. We consider the fair value of all financial instruments to be not materially different from their carrying value at year-end. The following table provides information about the Company's financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted-average interest rates by expected maturity dates. 25 Principal Amount by Expected Maturity - Average Interest Rate June 30, 2001 Expected Maturity Date (dollars in $000)

There- Fair 2001 2002 2003 2004 2005 After Total value ------------ ---------- ----------- --------- --------- ---------- ---------- ----------- Long-term debt: Fixed interest rate debt $ 150,000 150,000 149,250 Interest rate 12.5% Variable interest rate debt $ 3,350 8,950 11,950 14,950 17,200 234,600 291,000 274,143 Average interest rate 8.71% 8.64% 8.59% 8.55% 8.54% 9.21% 9.09%

In November 2000, to reduce the risks associated with fluctuations in market interest rates and in response to requirements in the Facility (see Note 9 to the Consolidated Financial Statements for the year ended October 31, 2000 in the Company's 2000 Annual Report on Form 10-K) the Company entered into three interest rate swap contracts for an aggregate notional amount of $140,000. The following table provides information about the Company's derivative financial instruments. The table presents notional amounts and weighted-average swap rates by contractual maturity dates. The Company does not hold any market risk instruments for trading purposes. Notional Amount by Expected Maturity - Average Swap Rate Expected Maturity Date (dollars in $000)

There- Fair 2001 2002 2003 2004 2005 After Total value ------------ ---------- ----------- --------- --------- ---------- ---------- ----------- Interest rate swaps: Fixed to variable $ - - 140,000 - - - 140,000 134,983 Receive fixed-3-month LIBOR - - 6.52% - - - 6.52%

The Company is also exposed to fluctuations in foreign currency exchange rates as the financial results of its foreign subsidiaries are translated into U.S. dollars in consolidation. Assets and liabilities outside the United States are primarily located in the United Kingdom, Germany, Netherlands, France and Austria. The Company's investment in foreign subsidiaries with a functional currency other than the U.S. dollar are generally considered long-term investments. Accordingly, the Company does not hedge these net investments. Translation gains and losses historically have not been material. We manage our foreign currency exchange risks on a global basis by one or more of the following: (i) securing payment from our customers in U.S. dollars, when possible, (ii) utilizing borrowings denominated in foreign currency, and (iii) entering into foreign currency exchange contracts. In addition, a significant portion of the cost attributable to our foreign operations is incurred in the local currencies. We believe that a 10% adverse change in currency exchange rates would not have a significant adverse effect on the net earnings or cash flows of the Company. We may, from time to time, enter into foreign currency exchange or other contracts to hedge the risk associated with certain firm sales commitments, anticipated revenue streams and certain assets and liabilities denominated in foreign currencies. We do not engage in currency speculation. Our cash and cash equivalents and investments are in high-quality securities placed with a wide array of financial institutions with high credit ratings. This investment policy limits our exposure to concentration of credit risks. 26 Impact of Recently Issued Accounting Standards In July 2001, the FASB issued Statement No. 141, Business Combinations, ("SFAS 141") and Statement No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated or completed after June 30, 2001. SFAS 141 also specifies criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. SFAS 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized. Instead, they will be tested for impairment at least annually in accordance with the provisions of SFAS 142. SFAS 142 will also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The Company is required to adopt the provisions of SFAS 141 immediately, and SFAS 142 effective January 1, 2002. Furthermore, any goodwill and any intangible asset determined to have an indefinite useful life that is acquired in a purchase business combination completed after June 30, 2001 will not be amortized, but will be evaluated for impairment in accordance with the appropriate pre-SFAS 142 accounting literature. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized during the period prior to January 1, 2002. SFAS 141 requires that upon adoption of SFAS 142, the Company evaluate its existing intangible assets and goodwill that were acquired in a prior purchase business combination, and to make any necessary reclassifications in order to conform with the new criteria in SFAS 141 for recognition apart from goodwill. Upon adoption of SFAS 142, the Company will be required to reassess the useful lives and residual values of all intangible assets acquired in purchase business combinations, and make any necessary amortization period adjustments by the end of the first interim period after adoption. In addition, to the extent an intangible asset is identified as having an indefinite useful life, the Company will be required to test the intangible asset for impairment within the first interim period. Any impairment loss will be measured as of the date of adoption and recognized as the cumulative effect of a change in accounting principle in the first interim period. In connection with the transitional goodwill impairment evaluation, SFAS 142 will require the Company to perform an assessment of whether there is an indication that goodwill is impaired as of the date of adoption. To the extent a reporting unit's carrying amount (as defined in SFAS 142) exceeds its fair value, the Company must perform the second step of the transitional impairment test. In the second step, the Company must compare the implied fair value of the reporting unit's goodwill, determined by allocating the reporting unit's fair value to all of it assets (recognized and unrecognized) and liabilities in a manner similar to a purchase price allocation in accordance with SFAS 141, to its carrying amount, both of which would be measured as of the date of adoption. This second step is required to be completed as soon as possible, but no later than the end of the year of adoption. Any transitional impairment loss will be recognized as the cumulative effect of a change in accounting principle in the Company's consolidated statement of operations. Because of the extensive effort needed to comply with adopting SFAS 141 and SFAS 142, it is not practicable to reasonably estimate the impact of adopting these Statements on the Company's consolidated financial statements at the date of this report, including whether any transitional impairment losses will be required to be recognized, however, the Company expects that a majority of the of the amortization of goodwill and purchased intangible assets will not continue in future periods. 27 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES Quarter Ended June 30, 2001 PART II. Other Information Item 1. Legal Proceedings No significant changes have occurred with respect to legal proceedings as disclosed in Part I, Item 3, of the Company's 2000 Annual Report on Form 10-K. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Stockholders The Annual Meeting of Stockholders of the Company was held on April 26, 2001 to elect ten directors of the Company, to approve the adoption of an amendment to the Company's 1997 Incentive Compensation Plan to increase the number of shares of the Company's Class A Common Stock available for awards thereunder by two million, and to ratify the appointment of KPMG LLP as independent auditors for the Company for the fiscal year ending December 31, 2001. The holders of the Company's Class A Common Stock and the Company's Series A Convertible Preferred Stock at the close of business on February 26, 2001, the record date for the Annual Meeting, voted together as a single class with respect to all matters other than the election of the four directors designated by the holders of the Preferred Stock, Messrs. Peter A. Cohen, Michael S. Immordino, Luciano La Noce and Roberto Sgambati. The holders of the Preferred Stock voted as a separate class with respect to the election of such directors. All matters put before the stockholders were approved as follows:

Director Nominees/ Other Matters For Withheld Against Abstain -------------------------------- ---------- -------- ------- ------- A. Lorne Weil 50,196,868 2,923,479 -- -- Larry J. Lawrence 50,391,744 2,728,603 -- -- W. Walker Lewis 50,392,293 2,728,054 -- -- Colin J. O'Brien 50,392,324 2,728,023 -- -- Sir Brian G. Wolfson 50,392,273 2,728,074 -- -- Alan J. Zakon 50,392,344 2,728,003 -- -- Peter A. Cohen 1,087,915 * -- -- -- Michael S. Immordino 1,087,915 * -- -- -- Luciano La Noce 1,087,915 * -- -- -- Roberto Sgambati 1,087,915 * -- -- -- Adopt Amendment to the 1997 Incentive Compensation Plan 48,674,475 -- 4,329,689 116,183 Ratification of KPMG LLP 52,501,379 -- 565,484 53,484

* Series A Convertible Preferred Stock Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None. Reports on Form 8-K A current report on Form 8-K was filed on April 30, 2001, regarding the change in the Company's name, effective April 27, 2001, from Autotote Corporation to Scientific Games Corporation and the change in its stock exchange symbol to SGM [AMEX:SGM]. A current report on Form 8-K was filed on April 16, 2001, regarding the first amendment, dated as of March 30, 2001, to the Company's Amended and Restated Credit Agreement. 28 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES Quarter Ended June 30, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SCIENTIFIC GAMES CORPORATION (Registrant) By: /s/ DeWayne E. Laird --------------------- Name: DeWayne E. Laird Title: Vice President & Chief Financial Officer (principal financial and accounting officer) Dated: August 14, 2001 29