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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>FORM&nbsp;8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>CURRENT REPORT</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>PURSUANT TO SECTION&nbsp;13 OR 15(d)&nbsp;OF
THE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SECURITIES EXCHANGE ACT OF 1934</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Date of Report (Date of earliest event reported):&nbsp;
<B>May 9, 2012</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SCIENTIFIC GAMES CORPORATION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Exact name of registrant as specified in
its charter)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>0-13063</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Commission File Number)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;&nbsp;</P>

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    <TD STYLE="width: 50%; font-weight: bold; text-align: center">Delaware</TD>
    <TD STYLE="width: 2%; font-weight: bold">&nbsp;</TD>
    <TD STYLE="width: 48%; font-weight: bold; text-align: center">81-0422894</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">(State or other jurisdiction</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">(IRS Employer</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">of incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">Identification No.)</TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>750 Lexington Avenue, 25th</B> <B>Floor,
New York, New York 10022</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Address of principal executive offices,
including Zip Code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Registrant&rsquo;s telephone number, including
area code:&nbsp; <B>(212) 754-2233</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Not Applicable</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Former name or former address, if changed
since last report)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Check the appropriate box below if the Form&nbsp;8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</P>

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    <TD COLSPAN="2"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 6%">&nbsp;</TD>
    <TD STYLE="width: 93%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b)&nbsp;under the Exchange Act (17 CFR 240.14d-2(b))</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c)&nbsp;under the Exchange Act (17 CFR 240.13e-4(c))</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Section&nbsp;2 &mdash; Financial Information</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 2.02.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B>Results of
Operations and Financial Condition.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The information contained under Item 2.02
in this Current Report, including Exhibits 99.1 and 99.2, is being furnished and, as a result, such information shall not be deemed
&ldquo;filed&rdquo; for purposes of Section&nbsp;18 of the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;),
or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">On May 9, 2012, Scientific Games Corporation
(the &ldquo;Company&rdquo;) issued a press release announcing, among other things, results for the three months ended March 31,
2012. Copies of the press release and the presentation that will be discussed on the Company&rsquo;s earnings call are attached
hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Company&rsquo;s press release and presentation,
in addition to containing results that are determined in accordance with accounting principles generally accepted in the United
States of America (&ldquo;GAAP&rdquo;), contain certain non-GAAP financial measures. Attributable EBITDA, as used in the press
release and presentation, is based on the definition of &ldquo;consolidated EBITDA&rdquo; in the Company&rsquo;s credit agreement
(summarized below), except that attributable EBITDA as used in the press release and presentation includes the Company&rsquo;s
share of the EBITDA of all of the Company&rsquo;s equity investments (whereas &ldquo;consolidated EBITDA&rdquo; for purposes of
the credit agreement generally includes the Company&rsquo;s share of the EBITDA of the Company&rsquo;s Italian joint venture but
only the income of the Company&rsquo;s other equity investments to the extent it has been distributed to the Company). Attributable
EBITDA is a non-GAAP financial measure that is presented in the press release and presentation as a supplemental disclosure and
is reconciled to net income (loss) in a schedule accompanying the press release.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Attributable EBITDA includes adjustments
only to the extent contemplated by the definition of &ldquo;consolidated EBITDA&rdquo; in the Company&rsquo;s credit agreement
(which adjustments are summarized in the paragraph below). Note that the adjustment referred to in clause (9) in the paragraph
below was added to the definition of &ldquo;consolidated EBITDA&rdquo; as part of the March 11, 2011 amendment to the Company&rsquo;s
credit agreement and revised as part of the August 25, 2011 amendment to the Company&rsquo;s credit agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&ldquo;Consolidated EBITDA&rdquo; means,
for any period, &ldquo;consolidated net income&rdquo; as defined in the credit agreement (i.e., generally the Company&rsquo;s consolidated
net income (or loss) excluding the income (or deficit) of the Company&rsquo;s equity investments (other than the Company&rsquo;s
Italian joint venture) except to the extent that such income has been distributed to the Company) for such period <U>plus</U>,
to the extent deducted in calculating such consolidated net income for such period, the sum of (1) income tax expense, (2) depreciation
and amortization expense, (3) interest expense (other than any interest expense of the Company&rsquo;s Italian joint venture in
respect of debt for borrowed money of such joint venture if such debt exceeds $25,000,000 in the aggregate), (4) amortization or
write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with debt (see
line item captioned &ldquo;Debt-Related Fees and Charges&rdquo; in the schedules accompanying the press release), (5) amortization
of intangibles (including goodwill) and organization costs (see line item captioned &ldquo;Amortization of Intangibles&rdquo; in
the schedules accompanying the press release), (6) earn-out payments with respect to certain acquisitions that we have made, such
as the Company&rsquo;s acquisition of Global Draw, or any other &ldquo;permitted acquisitions&rdquo; (generally, acquisitions of
companies that are primarily engaged in the same or related line of business and that become subsidiaries of the Company, or acquisitions
of all or substantially all of the assets of another company or division or business unit of another company), including any loss
or expense with respect to such earn-out payments (see line item captioned &ldquo;Earn-Outs for Permitted Acquisitions&rdquo; in
the schedules accompanying the press release), (7) extraordinary charges or losses determined in accordance with GAAP, (8) non-cash
stock-based compensation expenses, (9) any cash compensation expense incurred but not paid in such period so long as no cash payment
in respect thereof is made or required to be made prior to the scheduled maturity of the borrowings under the credit agreement
(provided that up to $993,000 of non-cash compensation expense accrued prior to August 25, 2011 may be added back notwithstanding
that cash payments may be required to be made in respect thereof prior to the scheduled maturity of the borrowings) (see line item
captioned &ldquo;Deferred Contingent Compensation Expense&rdquo; in the schedules accompanying the press release), (10) up to $3,000,000
of expenses, charges or losses resulting from certain Peru investments (see line item captioned &ldquo;Peru Investment Expenses,
Charges or Losses&rdquo; in the schedules accompanying the press release), (11) the non-cash portion of any non-recurring write-offs
or write-downs as required in accordance with GAAP (see line item captioned &ldquo;Non-Recurring Write-Offs under GAAP&rdquo; in
the schedules accompanying the press release), (12) advisory fees and related expenses paid to advisory firms in connection with
&ldquo;permitted acquisitions&rdquo; (see line item captioned &ldquo;Acquisition Advisory Fees&rdquo; in the schedules accompanying
the press release), (13) certain specified &ldquo;permitted add-backs&rdquo; (<I>i.e.</I>, (A) up to $15,000,000 (less the amount
of certain permitted pro forma adjustments to &ldquo;consolidated EBITDA&rdquo; in connection with material acquisitions) of charges
incurred during any 12-month period in connection with (i) reductions in workforce, (ii) contract losses, discontinued operations,
shutdown expenses and cost reduction initiatives, (iii) transaction expenses incurred in connection with potential acquisitions
and divestitures, whether or not consummated, and (iv) restructuring charges and transaction expenses incurred in connection with
certain transactions with Playtech Limited or its affiliates, and (B) reasonable and customary costs incurred in connection with
amendments to the credit agreement) (see line item captioned &ldquo;Specified Permitted Add-Backs&rdquo; in the schedules accompanying
the press release) (provided that the foregoing items (1) through (13) do not include write-offs or write-downs of accounts receivable
or inventory and, except with respect to &ldquo;permitted add-backs&rdquo;, any write-off or write-down to the extent it is in
respect of cash payments to be made in a future period), (14) to the extent treated as an expense in the period paid or incurred,
certain payments, costs and obligations made or incurred by the Company in connection with any award of a concession to operate
the instant ticket lottery in Italy, including any up-front fee required under the applicable tender process (see line item captioned
&ldquo;Italian Concession Obligations&rdquo; in the schedules accompanying the press release), (15) restructuring charges, transaction
expenses and shutdown expenses incurred in connection with the disposition of all or part of the Company&rsquo;s racing and venue
management businesses, together with any charges incurred in connection with discontinued operations and cost-reduction initiatives
associated with such disposition, in an aggregate amount (for all periods combined) not to exceed $7,325,000 (see line item captioned
&ldquo;Racing Disposition Charges and Expenses&rdquo; in the schedules accompanying the press release) and (16) up to 5,250,000
pounds Sterling during any four-quarter period of expenses or charges incurred in connection with the payment of license royalties
or other fees to Playtech Limited or its affiliates and for software services provided to Global Draw or Games Media by Playtech
Limited or its affiliates (see line item captioned &ldquo;Playtech Royalties and Fees&rdquo; in the schedules accompanying the
press release), <U>minus</U>, to the extent included in the statement of such consolidated net income for such period, the sum
of (1) interest income, (2) extraordinary income or gains determined in accordance with GAAP and (3) income or gains with respect
to earn-out payments with respect to acquisitions referred to above (see line item captioned &ldquo;Income on Earn-Outs for Permitted
Acquisitions&rdquo; in the schedules accompanying the press release), provided that the aggregate amount of &ldquo;consolidated
EBITDA&rdquo; that is attributable to the Company&rsquo;s interest in its Italian joint venture that would not have otherwise been
permitted to be included in &ldquo;consolidated EBITDA&rdquo; prior to giving effect to the March 11, 2011 amendment to the credit
agreement will be capped at $25,000,000 in any period of four consecutive fiscal quarters (or $30,000,000 in the case of any such
period ending on or prior to June 30, 2012). &ldquo;Consolidated EBITDA&rdquo; is also subject to certain adjustments in connection
with material acquisitions and dispositions as provided in the credit agreement. The foregoing definitions of &ldquo;consolidated
net income&rdquo; and &ldquo;consolidated EBITDA&rdquo; are qualified in their entirety by the full text of such definitions in
the Company&rsquo;s credit agreement which was amended and restated on August 25, 2011, a copy of which is attached as Exhibit
10.1 to the Company&rsquo;s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 31, 2011.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Free cash flow, as included in the press
release and presentation, represents net cash provided by operating activities less total capital expenditures (which includes
lottery and gaming systems expenditures and other intangible assets and software expenditures). Free cash flow is a non-GAAP financial
measure that is presented in the press release and presentation as a supplemental disclosure and is reconciled to net cash provided
by operating activities in a schedule accompanying the press release.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">EBITDA from equity investments, as included
in the press release, represents the Company&rsquo;s share of EBITDA from equity investments, which is defined as equity in earnings
from the Company&rsquo;s equity investments (whether or not any such earnings have been distributed to the Company) plus income
tax expense, depreciation and amortization expense and interest (income) expense, net of other. EBITDA from equity investments
is a non-GAAP financial measure that is presented in the press release as a supplemental disclosure and is reconciled to earnings
from equity investments in a schedule accompanying the press release.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Company&rsquo;s management uses the
foregoing non-GAAP financial measures in conjunction with GAAP financial measures to: monitor and evaluate the performance of the
Company&rsquo;s business operations, as well as the performance of its equity investments, which have become a more significant
part of the Company&rsquo;s business; facilitate management&rsquo;s internal comparisons of the Company&rsquo;s historical operating
performance of its business operations; facilitate management&rsquo;s external comparisons of the results of its overall business
to the historical operating performance of other companies that may have different capital structures and debt levels; review and
assess the operating performance of the Company&rsquo;s management team; analyze and evaluate financial and strategic planning
decisions regarding future operating investments; and plan for and prepare future annual operating budgets and determine appropriate
levels of operating investments. Accordingly, the Company&rsquo;s management believes that these non-GAAP financial measures are
useful to investors to provide them with disclosures of the Company&rsquo;s operating results on the same basis as that used by
the Company&rsquo;s management.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In addition, the Company&rsquo;s management
believes that attributable EBITDA is helpful in assessing the overall operating performance of the Company and its equity investments
and highlighting trends in the Company&rsquo;s and its equity investments&rsquo; core businesses that may not otherwise be apparent
when relying solely on GAAP financial measures, because this non-GAAP financial measure eliminates from the Company&rsquo;s and
its equity investments&rsquo; earnings financial items that management believes have less bearing on the Company&rsquo;s and its
equity investments&rsquo; performance, such as income tax expense, depreciation and amortization expense and interest (income)
expense.&nbsp; Moreover, management believes attributable EBITDA is useful to investors because a significant and increasing amount
of the Company&rsquo;s business is from its equity investments. Management further believes that attributable EBITDA and free cash
flow provide useful information regarding the Company&rsquo;s liquidity and its ability to service debt and fund investments.&nbsp;
Management believes that EBITDA from equity investments is helpful in monitoring the financial performance of the Company&rsquo;s
equity investments and eliminates from the equity investments&rsquo; earnings financial items that management believes have less
bearing on the equity investments&rsquo; performance.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Company&rsquo;s management also believes
attributable EBITDA is useful to investors because the definition is derived from the definition of &ldquo;consolidated EBITDA&rdquo;
in the Company&rsquo;s credit agreement, which is used to calculate the Company&rsquo;s compliance with the financial covenants
contained in the credit agreement. Moreover, attributable EBITDA and free cash flow (calculated by subtracting total capital expenditures
(which includes lottery and gaming systems expenditures and other intangible assets and software expenditures) from attributable
EBITDA) are metrics used in determining performance-based bonuses (subject to certain additional adjustments in the discretion
of the Compensation Committee (e.g., to take into account changes in applicable accounting rules during the year)).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Accordingly, the Company&rsquo;s management
believes that the presentation of the non-GAAP financial measures, when used in conjunction with GAAP financial measures, provides
both management and investors with financial information that can be useful in assessing the Company&rsquo;s financial condition
and operating performance.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The non-GAAP financial measures used in
the press release and presentation should not be considered in isolation of, as a substitute for, or superior to, the financial
information prepared in accordance with GAAP. The non-GAAP financial measures as defined in the press release and presentation
may differ from similarly titled measures presented by other companies. The non-GAAP financial measures, as well as other information
in the press release and presentation, should be read in conjunction with the Company&rsquo;s financial statements filed with the
Securities and Exchange Commission.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Section&nbsp;9 &mdash; Financial Statements
and Exhibits</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 9.01.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B>Financial
Statements and Exhibits.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">(d)&nbsp; Exhibits</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 10%; border-bottom: windowtext 1pt solid; font-weight: bold">Exhibit&nbsp;No.</TD>
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 89%; border-bottom: windowtext 1pt solid; font-weight: bold; text-align: center">Description</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>99.1</TD>
    <TD>&nbsp;</TD>
    <TD>Press Release of Scientific Games Corporation, dated May 9, 2012.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>99.2</TD>
    <TD>&nbsp;</TD>
    <TD>Earnings Call Presentation.</TD></TR>
</TABLE>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">SIGNATURES</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">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.&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

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<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: justify">SCIENTIFIC GAMES CORPORATION</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%">&nbsp;</TD>
    <TD STYLE="width: 4%">By:</TD>
    <TD STYLE="width: 46%; border-bottom: Black 1pt solid">/s/ Jeffrey S. Lipkin</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>Name:&nbsp;</TD>
    <TD>Jeffrey S. Lipkin</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>Title:</TD>
    <TD>Senior Vice President and Chief Financial Officer</TD></TR>
</TABLE>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Date: May 9, 2012</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><U>Exhibit Index</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

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    <TD STYLE="width: 10%; font-weight: bold; border-bottom: Black 1pt solid">Exhibit&nbsp;No.</TD>
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 89%; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Description</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>99.1</TD>
    <TD>&nbsp;</TD>
    <TD>Press Release of Scientific Games Corporation, dated May 9, 2012.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>99.2</TD>
    <TD>&nbsp;</TD>
    <TD>Earnings Call Presentation.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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[{"type": "8-K", "sequence": "1", "filename": "v312471_8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 33065}]
{"company-data": {"conformed-name": "SCIENTIFIC GAMES CORP", "cik": "0000750004", "assigned-sic": "7373", "irs-number": "810422894", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13063", "film-number": "12825946"}, "business-address": {"street1": "750 LEXINGTON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "3027374300"}, "mail-address": {"street1": "750 LEXINGTON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "AUTOTOTE CORP", "date-changed": "19920703"}, {"former-conformed-name": "UNITED TOTE INC", "date-changed": "19920317"}]}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 9, 2012
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in
its charter)
0-13063
(Commission File Number)
Delaware
81-0422894
(State or other jurisdiction
(IRS Employer
of incorporation)
Identification No.)
750 Lexington Avenue, 25th
Floor,
New York, New York 10022
(Address of principal executive offices,
including Zip Code)
Registrant's telephone number, including
area code:
(212) 754-2233
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2 — Financial Information
Item 2.02.
Results of
Operations and Financial Condition.
The information contained under Item 2.02
in this Current Report, including Exhibits 99.1 and 99.2, is being furnished and, as a result, such information shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
On May 9, 2012, Scientific Games Corporation
(the "Company") issued a press release announcing, among other things, results for the three months ended March 31,
2012. Copies of the press release and the presentation that will be discussed on the Company's earnings call are attached
hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
The Company's press release and presentation,
in addition to containing results that are determined in accordance with accounting principles generally accepted in the United
States of America ("GAAP"), contain certain non-GAAP financial measures. Attributable EBITDA, as used in the press
release and presentation, is based on the definition of "consolidated EBITDA" in the Company's credit agreement
(summarized below), except that attributable EBITDA as used in the press release and presentation includes the Company's
share of the EBITDA of all of the Company's equity investments (whereas "consolidated EBITDA" for purposes of
the credit agreement generally includes the Company's share of the EBITDA of the Company's Italian joint venture but
only the income of the Company's other equity investments to the extent it has been distributed to the Company). Attributable
EBITDA is a non-GAAP financial measure that is presented in the press release and presentation as a supplemental disclosure and
is reconciled to net income (loss) in a schedule accompanying the press release.
Attributable EBITDA includes adjustments
only to the extent contemplated by the definition of "consolidated EBITDA" in the Company's credit agreement
(which adjustments are summarized in the paragraph below). Note that the adjustment referred to in clause (9) in the paragraph
below was added to the definition of "consolidated EBITDA" as part of the March 11, 2011 amendment to the Company's
credit agreement and revised as part of the August 25, 2011 amendment to the Company's credit agreement.
"Consolidated EBITDA" means,
for any period, "consolidated net income" as defined in the credit agreement (i.e., generally the Company's consolidated
net income (or loss) excluding the income (or deficit) of the Company's equity investments (other than the Company's
Italian joint venture) except to the extent that such income has been distributed to the Company) for such period
plus
,
to the extent deducted in calculating such consolidated net income for such period, the sum of (1) income tax expense, (2) depreciation
and amortization expense, (3) interest expense (other than any interest expense of the Company's Italian joint venture in
respect of debt for borrowed money of such joint venture if such debt exceeds $25,000,000 in the aggregate), (4) amortization or
write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with debt (see
line item captioned "Debt-Related Fees and Charges" in the schedules accompanying the press release), (5) amortization
of intangibles (including goodwill) and organization costs (see line item captioned "Amortization of Intangibles" in
the schedules accompanying the press release), (6) earn-out payments with respect to certain acquisitions that we have made, such
as the Company's acquisition of Global Draw, or any other "permitted acquisitions" (generally, acquisitions of
companies that are primarily engaged in the same or related line of business and that become subsidiaries of the Company, or acquisitions
of all or substantially all of the assets of another company or division or business unit of another company), including any loss
or expense with respect to such earn-out payments (see line item captioned "Earn-Outs for Permitted Acquisitions" in
the schedules accompanying the press release), (7) extraordinary charges or losses determined in accordance with GAAP, (8) non-cash
stock-based compensation expenses, (9) any cash compensation expense incurred but not paid in such period so long as no cash payment
in respect thereof is made or required to be made prior to the scheduled maturity of the borrowings under the credit agreement
(provided that up to $993,000 of non-cash compensation expense accrued prior to August 25, 2011 may be added back notwithstanding
that cash payments may be required to be made in respect thereof prior to the scheduled maturity of the borrowings) (see line item
captioned "Deferred Contingent Compensation Expense" in the schedules accompanying the press release), (10) up to $3,000,000
of expenses, charges or losses resulting from certain Peru investments (see line item captioned "Peru Investment Expenses,
Charges or Losses" in the schedules accompanying the press release), (11) the non-cash portion of any non-recurring write-offs
or write-downs as required in accordance with GAAP (see line item captioned "Non-Recurring Write-Offs under GAAP" in
the schedules accompanying the press release), (12) advisory fees and related expenses paid to advisory firms in connection with
"permitted acquisitions" (see line item captioned "Acquisition Advisory Fees" in the schedules accompanying
the press release), (13) certain specified "permitted add-backs" (
i.e.
, (A) up to $15,000,000 (less the amount
of certain permitted pro forma adjustments to "consolidated EBITDA" in connection with material acquisitions) of charges
incurred during any 12-month period in connection with (i) reductions in workforce, (ii) contract losses, discontinued operations,
shutdown expenses and cost reduction initiatives, (iii) transaction expenses incurred in connection with potential acquisitions
and divestitures, whether or not consummated, and (iv) restructuring charges and transaction expenses incurred in connection with
certain transactions with Playtech Limited or its affiliates, and (B) reasonable and customary costs incurred in connection with
amendments to the credit agreement) (see line item captioned "Specified Permitted Add-Backs" in the schedules accompanying
the press release) (provided that the foregoing items (1) through (13) do not include write-offs or write-downs of accounts receivable
or inventory and, except with respect to "permitted add-backs", any write-off or write-down to the extent it is in
respect of cash payments to be made in a future period), (14) to the extent treated as an expense in the period paid or incurred,
certain payments, costs and obligations made or incurred by the Company in connection with any award of a concession to operate
the instant ticket lottery in Italy, including any up-front fee required under the applicable tender process (see line item captioned
"Italian Concession Obligations" in the schedules accompanying the press release), (15) restructuring charges, transaction
expenses and shutdown expenses incurred in connection with the disposition of all or part of the Company's racing and venue
management businesses, together with any charges incurred in connection with discontinued operations and cost-reduction initiatives
associated with such disposition, in an aggregate amount (for all periods combined) not to exceed $7,325,000 (see line item captioned
"Racing Disposition Charges and Expenses" in the schedules accompanying the press release) and (16) up to 5,250,000
pounds Sterling during any four-quarter period of expenses or charges incurred in connection with the payment of license royalties
or other fees to Playtech Limited or its affiliates and for software services provided to Global Draw or Games Media by Playtech
Limited or its affiliates (see line item captioned "Playtech Royalties and Fees" in the schedules accompanying the
press release),
minus
, to the extent included in the statement of such consolidated net income for such period, the sum
of (1) interest income, (2) extraordinary income or gains determined in accordance with GAAP and (3) income or gains with respect
to earn-out payments with respect to acquisitions referred to above (see line item captioned "Income on Earn-Outs for Permitted
Acquisitions" in the schedules accompanying the press release), provided that the aggregate amount of "consolidated
EBITDA" that is attributable to the Company's interest in its Italian joint venture that would not have otherwise been
permitted to be included in "consolidated EBITDA" prior to giving effect to the March 11, 2011 amendment to the credit
agreement will be capped at $25,000,000 in any period of four consecutive fiscal quarters (or $30,000,000 in the case of any such
period ending on or prior to June 30, 2012). "Consolidated EBITDA" is also subject to certain adjustments in connection
with material acquisitions and dispositions as provided in the credit agreement. The foregoing definitions of "consolidated
net income" and "consolidated EBITDA" are qualified in their entirety by the full text of such definitions in
the Company's credit agreement which was amended and restated on August 25, 2011, a copy of which is attached as Exhibit
10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 31, 2011.
Free cash flow, as included in the press
release and presentation, represents net cash provided by operating activities less total capital expenditures (which includes
lottery and gaming systems expenditures and other intangible assets and software expenditures). Free cash flow is a non-GAAP financial
measure that is presented in the press release and presentation as a supplemental disclosure and is reconciled to net cash provided
by operating activities in a schedule accompanying the press release.
EBITDA from equity investments, as included
in the press release, represents the Company's share of EBITDA from equity investments, which is defined as equity in earnings
from the Company's equity investments (whether or not any such earnings have been distributed to the Company) plus income
tax expense, depreciation and amortization expense and interest (income) expense, net of other. EBITDA from equity investments
is a non-GAAP financial measure that is presented in the press release as a supplemental disclosure and is reconciled to earnings
from equity investments in a schedule accompanying the press release.
The Company's management uses the
foregoing non-GAAP financial measures in conjunction with GAAP financial measures to: monitor and evaluate the performance of the
Company's business operations, as well as the performance of its equity investments, which have become a more significant
part of the Company's business; facilitate management's internal comparisons of the Company's historical operating
performance of its business operations; facilitate management's external comparisons of the results of its overall business
to the historical operating performance of other companies that may have different capital structures and debt levels; review and
assess the operating performance of the Company's management team; analyze and evaluate financial and strategic planning
decisions regarding future operating investments; and plan for and prepare future annual operating budgets and determine appropriate
levels of operating investments. Accordingly, the Company's management believes that these non-GAAP financial measures are
useful to investors to provide them with disclosures of the Company's operating results on the same basis as that used by
the Company's management.
In addition, the Company's management
believes that attributable EBITDA is helpful in assessing the overall operating performance of the Company and its equity investments
and highlighting trends in the Company's and its equity investments' core businesses that may not otherwise be apparent
when relying solely on GAAP financial measures, because this non-GAAP financial measure eliminates from the Company's and
its equity investments' earnings financial items that management believes have less bearing on the Company's and its
equity investments' performance, such as income tax expense, depreciation and amortization expense and interest (income)
expense.  Moreover, management believes attributable EBITDA is useful to investors because a significant and increasing amount
of the Company's business is from its equity investments. Management further believes that attributable EBITDA and free cash
flow provide useful information regarding the Company's liquidity and its ability to service debt and fund investments. 
Management believes that EBITDA from equity investments is helpful in monitoring the financial performance of the Company's
equity investments and eliminates from the equity investments' earnings financial items that management believes have less
bearing on the equity investments' performance.
The Company's management also believes
attributable EBITDA is useful to investors because the definition is derived from the definition of "consolidated EBITDA"
in the Company's credit agreement, which is used to calculate the Company's compliance with the financial covenants
contained in the credit agreement. Moreover, attributable EBITDA and free cash flow (calculated by subtracting total capital expenditures
(which includes lottery and gaming systems expenditures and other intangible assets and software expenditures) from attributable
EBITDA) are metrics used in determining performance-based bonuses (subject to certain additional adjustments in the discretion
of the Compensation Committee (e.g., to take into account changes in applicable accounting rules during the year)).
Accordingly, the Company's management
believes that the presentation of the non-GAAP financial measures, when used in conjunction with GAAP financial measures, provides
both management and investors with financial information that can be useful in assessing the Company's financial condition
and operating performance.
The non-GAAP financial measures used in
the press release and presentation should not be considered in isolation of, as a substitute for, or superior to, the financial
information prepared in accordance with GAAP. The non-GAAP financial measures as defined in the press release and presentation
may differ from similarly titled measures presented by other companies. The non-GAAP financial measures, as well as other information
in the press release and presentation, should be read in conjunction with the Company's financial statements filed with the
Securities and Exchange Commission.
Section 9 — Financial Statements
and Exhibits
Item 9.01.
Financial
Statements and Exhibits.
(d)  Exhibits
Exhibit No.
Description
99.1
Press Release of Scientific Games Corporation, dated May 9, 2012.
99.2
Earnings Call Presentation.
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
By:
/s/ Jeffrey S. Lipkin
Name:
Jeffrey S. Lipkin
Title:
Senior Vice President and Chief Financial Officer
Date: May 9, 2012
Exhibit Index
Exhibit No.
Description
99.1
Press Release of Scientific Games Corporation, dated May 9, 2012.
99.2
Earnings Call Presentation.