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 28, 2004
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 28,
2004.
ITEM 12. Results of Operation and Financial Condition.
The information contained in this Current Report is being furnished under
Item 12 ("Results of Operations and Financial Condition"). 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 28, 2004, Scientific Games Corporation (the "Company") issued a
press release announcing, among other things, results for the three months and
six months ended June 30, 2004. 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. In addition, EBITDA is useful to investors in evaluating the Company's
financial performance because it is a commonly used financial analysis tool for
measuring and comparing gaming companies in several areas of liquidity,
operating performance and leverage. 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 28, 2004
Exhibit Index
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Exhibit No. Description
----------- -----------
99.1 Press Release of Scientific Games Corporation, dated July 28,
2004.