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) July 24, 2003
0-13063
(Commission File Number)
------------------------------
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 81-0422894
(State of Incorporation) (IRS Employer
Identification Number)
750 Lexington Avenue, New York, New York 10022
(Address of registrant's principal executive office)
(212) 754-2233
(Registrant's telephone number)
------------------------------
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release of Scientific Games Corporation, dated July
24, 2003.
ITEM 9. Regulation FD Disclosure.
The information contained in this Current Report, which is intended to be
furnished under Item 12 ("Results of Operations and Financial Condition"), is
instead being furnished under Item 9 ("Regulation FD Disclosure") pursuant to
interim guidance issued by the Securities and Exchange Commission in Release
Nos. 33-8216 and 34-47583. As such, the information contained herein 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 July 24, 2003, Scientific Games Corporation (the "Company") issued a
press release announcing, among other things, results for the three months and
six months ended June 30, 2003. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
The Company's press release, in addition to containing results that are
determined in accordance with accounting principles generally accepted in the
United States of America ("GAAP"), also contains the Company's "EBITDA" results,
which are non-GAAP earnings results that exclude certain items. EBITDA, as used
in the press release, represents operating income plus depreciation and
amortization expenses. EBITDA is included in the press release as, among other
things, it is a basis upon which the Company assesses its financial performance,
and it provides useful information regarding the Company's ability to service
its debt. EBITDA should not be considered in isolation or as an alternative to
net income, cash flows from operations, or other consolidated income or cash
flow data prepared in accordance with GAAP as measures of the Company's
profitability or liquidity. EBITDA as used in the press release may differ from
similarly titled measures presented by other companies. A table reconciling
EBITDA to GAAP net income is included in the condensed consolidated financial
statement data included in the Company's press release.
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/ Martin E. Schloss
---------------------------------------
Name: Martin E. Schloss
Title: Vice President and General Counsel
Date: July 24, 2003
Exhibit Index
Exhibit No. Description
----------- -----------
99.1 Press Release of Scientific Games Corporation, dated July
24, 2003.