The following discussion is intended to enhance the reader's understanding of
our operations and current business environment and should be read in
conjunction with the description of our business (see Part I, Item 1 of this
Annual Report on Form 10-K) and our Consolidated Financial Statements and Notes
(see Part IV, Item 15 of this Annual Report on Form 10-K).
This "Management's Discussion and Analysis of Financial Condition and Results of
Operations" ("MD&A") contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and should be read in
conjunction with the disclosures and information contained and referenced under
"Forward-Looking Statements" and "Risk Factors" at the beginning and in Part I,
Item 1A, respectively, of this Annual Report on Form 10-K. As used in this MD&A,
the terms "we," "us," "our" and the "Company" mean SGC together with its
consolidated subsidiaries.
BUSINESS OVERVIEW
We are a leading developer of technology­based products and services and
associated content for the worldwide gaming, lottery, social and digital gaming
industries. Our portfolio of revenue-generating activities primarily includes
supplying gaming machines and game content, CMSs and table game products and
services to licensed gaming entities; providing instant and draw­based lottery
products, lottery systems and lottery content and services to lottery operators;
providing social casino and other mobile games to retail customers; and
providing a comprehensive suite of digital RMG and sports wagering solutions,
distribution platforms, content, products and services to various gaming
entities. We also gain access to technologies and pursue global expansion
through strategic acquisitions and equity investments.
We are incorporated in Nevada. For more information on our corporate history,
please see the General introduction to Part I, Item 1 "Business" of this Annual
Report on Form 10-K above.
Highlights, including recent developments
Caledonia Transaction and Governance Enhancements
On September 14, 2020, the Company announced that a group of long-term
institutional investors, including highly credentialed gaming industry investor
Caledonia Investments, reached an agreement to acquire a 34.9% stake in SGC from
MacAndrews & Forbes Incorporated ("MacAndrews & Forbes") at a price of $28.00
per share. This transaction was completed on October 27, 2020, with no investor
owning more than 9.9% of the Company's shares as a result.
In connection with the transaction, the Company implemented a series of
governance changes and enhancements, including refreshment of our board of
directors. The existing stockholders' agreement with MacAndrews & Forbes was
terminated in connection with the transaction and all rights held by MacAndrews
& Forbes, other than registration rights, are no longer in effect. As a result,
MacAndrews and Forbes no longer holds any rights to appoint directors to our
board.
The reconstituted board now consists of all previously existing directors, other
than the MacAndrews & Forbes representatives, as well as four new directors.
Former Aristocrat Chief Executive Officer Jamie Odell, along with former
Aristocrat Chief Financial Officer Toni Korsanos, were elected to the board as
Executive Chair and Executive Vice Chair, respectively. Jamie and Toni are
joined on the board by the former Chief Executive Officer of Barclays Bank Plc.
and President of Barclays International, Tim Throsby, and Chairman of REA Group
Limited, HT&E Limited, and Rugby Australia Limited and Deputy Chairman of
Magellan Financial Group, Hamish McLennan, as new independent directors
effective October 1, 2020 and October 29, 2020, respectively. The reconstituted
board plans to focus on accelerating de-leveraging through a renewed focus on
working capital management and will continue to review all strategic options to
improve and maximize stockholder value. Ronald Perelman, former Executive
Chairman of the Scientific Games Board and MacAndrews & Forbes Chairman and CEO,
as well as Barry Schwartz and Frances Townsend, the two other MacAndrews &
Forbes representatives, resigned from the Board effective September 16, 2020.
Impacts of COVID-19
In March 2020, the World Health Organization declared the rapidly spreading
COVID-19 outbreak a pandemic. In response to the COVID-19 pandemic, governments
across the world implemented a number of measures to prevent its spread,
including but not limited to, the temporary closure of a substantial number of
gaming operations establishments and disruptions to lottery operations, travel
restrictions, and cancellation of sporting events, which are affecting our
business segments in a number of ways. During the latter part of the second
quarter and throughout the remainder of 2020, lifting of restrictions began,
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including the reopening of the majority of gaming establishments globally and
resumption of sporting events. During the fourth quarter of 2020 and in the
response to the second wave of the COVID-19 pandemic, certain jurisdictions
implemented additional temporary closures. As gaming operations have yet to
return to pre-COVID levels, limited international travel, social distancing
measures (which in some cases have required our customers to substantially
reduce maximum floor capacity in many jurisdictions), decreased operating
capacities, high unemployment rates and potential changes in consumer behaviors
continued to negatively impact our results of operations, cash flows and
financial condition throughout 2020. Additionally, while most of casinos have
reopened, it is unknown when mitigation measures (such as capacity limitations)
will be lifted, all contributing to continued uncertainty into 2021.
Impact on Business Operations and Financial Results
Our Gaming business segment was especially impacted due to the widespread
temporary closures and restricted reopening of a substantial number of gaming
operations establishments coupled with global economic uncertainty. The COVID-19
pandemic remains a rapidly evolving situation. Although businesses impacted by
temporary closures during 2020 largely reopened domestically, our Participation
gaming business revenue and cash flows continued to be significantly negatively
affected, as they are largely driven by players' disposable incomes and level of
gaming activity. Social distancing measures that were implemented in many
jurisdictions have and are expected to continue to have a negative impact on the
amount of customer traffic within gaming establishments. The COVID-19
disruptions continue to cause periods of closures and modified operating
schedules and may result in changes in customer behaviors, including a reduction
in consumer discretionary spending as a result of the uncertainty caused by the
pandemic and unemployment levels. Additionally, our gaming machine and table
product sales largely depend on our customers' liquidity and operating results,
which have negatively impacted the replacement cycle and demand for gaming
machines, table products and opportunities from new or expanded markets.
Further, we have granted customer concessions for a portion of the time for
which such customers' operations were impacted by closures. Also, based on
historical Gaming customers' orders and our manufacturing capacity, a
substantial portion of Gaming machine sales are fulfilled in the third month of
each quarter. Since March of 2020 when the COVID-19 disruptions became
widespread, Gaming machine sales revenues have been and continue to be
particularly negatively impacted. We believe this negative trend could reduce
the capital expenditures of casino operators and continue to lengthen the
replacement cycles of their existing gaming machines.
Unfavorable economic conditions caused by COVID-19 have caused and could
continue to impact the timing of cash receipts from our Gaming customers. In
addition, unfavorable economic conditions have caused, and could continue to
cause, some of our Gaming customers to temporarily close gaming venues or
ultimately declare bankruptcy, which would adversely affect our business. In
recent years, our Gaming business has expanded the use of extended payment term
financing for gaming machine purchases primarily in the LATAM region, and we
expect to continue to provide a higher level of extended payment term financing
in this business until demand from our customers for such financings abates or
our business model changes. These financing arrangements may increase our
collection risk, and if customers are not able to pay us, whether as a result of
financial difficulties, bankruptcy or otherwise, we may incur provisions for bad
debt related to our inability to collect certain receivables. In addition, both
extended payment term financing and operating leases result in a delay in our
receipt of cash, which reduces our cash balance, liquidity and financial
flexibility to respond to changing economic events. Unfavorable economic
conditions may also result in volatility in the credit and equity markets. The
difficulty or inability of our customers to generate or obtain adequate levels
of capital to finance their ongoing operations may reduce their ability to
purchase our products and services. Refer to Note 6 for international locations
with significant concentrations of our receivables with terms longer than one
year.
During the first quarter of 2020, the COVID-19 disruptions resulted in the
widespread closures of LBO shops across the U.K., which, along with global
economic uncertainty, contributed to further deterioration in business
conditions from our 2019 annual goodwill test date. This had an adverse effect
on our legacy U.K. Gaming reporting unit (part of our Gaming business segment),
which necessitated performing a quantitative goodwill impairment test during the
first quarter of 2020. As a result of this analysis, during the first quarter of
2020 we recognized a partial impairment charge totaling $54 million. See Note 10
for additional goodwill information.
We increased our allowance for credit losses by $56 million during the year
ended December 31, 2020. These increases were primarily related to certain
Gaming customers in LATAM, including some who previously received extended
payment terms. In the LATAM region it is often expected that such financing is
provided, which extends the collection cycle, and increases our collection risk,
especially under the current economic conditions which have been heavily
impacted by the ongoing pandemic. Many of our customers in the LATAM region have
been particularly affected by macroeconomic factors such as inflation, foreign
exchange fluctuations, political instability and others. In addition, the
preceding factors have been exacerbated by extended COVID-19 closures of gaming
operations establishments. As described above, our customers in LATAM have been
and are expected to continue to be affected by the COVID-19-related closures of
gaming operations
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establishments and the resulting impact on both their specific financial
situations and the general macroeconomic environments in which they operate.
During the year ended December 31, 2020, we recorded $48 million in inventory
valuation charges (recorded in cost of product sales) related to inventory in
our Gaming business segment. The 2020 charges are a result of a strategic
revision of product roadmaps, and assessments related to how many and which
platforms we will support, when we end service on legacy platforms and when we
stop selling such platforms in conjunction with new product launches. The
implementation of our strategic revision combined with the rapid erosion of
market demand that took place in 2020 (due to COVID-19 disruptions), our
increased focus on our go to market approach in LATAM (due to COVID-19
disruptions and the overall macro economic impact on the LATAM region), and our
revised outlook on certain markets and customers, required us to reassess our
inventory valuation. We determined we had excess or obsolete inventory based on
the new strategy, a reduction in demand for legacy platforms, and projections
for the disposition of the related inventory. In addition, the continued
closures in the LATAM region made it difficult to execute our previous strategy
of shipping legacy platforms into that market. The combination of these factors
led to the $48 million inventory valuation charge recognized during 2020. Our
policy is to continually review and assess these and other factors, and if such
factors or our outlook changes, we will record further adjustments to the
valuation of inventory.
Our Lottery business segment has experienced relative growth and recovery as the
shelter in place orders and lockdowns have been eased back resulting in
increased foot traffic and more spending by end players, coupled with
international retail establishments that have now substantially re-opened.
Lottery sales were down meaningfully initially as a result of the pandemic, but
have since largely recovered in the U.S. and international markets.
The temporary closure of gaming operations, disruptions to lottery operations,
travel restrictions, cancellation of
sporting events, lower disposable incomes of consumers and the adverse impact on
our casino and gaming customers' liquidity and financial results caused by the
COVID-19 pandemic, had an adverse effect on our results of operations, cash
flows and financial condition throughout 2020 and we anticipate will continue to
a lesser degree into 2021.
Although the majority of gaming and lottery operations have re-opened, with
encouraging initial results, we are unable to determine the ultimate magnitude
and the length of time that the pandemic disruptions will continue to impact our
results of operations, cash flows and financial condition, which will depend,
among other factors, on the currently unknowable duration of the COVID-19
pandemic, the impact of governmental regulations and actions that might continue
to be imposed in response to the pandemic, change in customer behaviors, social
distancing measures, decreased gaming establishments operating capacity, high
unemployment rates, and the pace of overall recovery of gaming and lottery
operations globally. We implemented a number of measures to reduce operating
costs and conserve liquidity including permanent reductions in workforce and
temporary measures such as: reductions in salaries and workforce (all salaries
back to 100% as of July 31, 2020), unpaid employee furloughs, temporary
elimination of 401(k) matching among other compensation and benefits reductions
and deferral of all non-essential operating and capital expenditures. These
measures, combined with the above, have resulted in substantial cost savings in
2020. Additionally, reduced capital expenditures and the above measures are
expected to result in an overall lower future cost structure.
Financings and Capital Markets Transactions
•During the year, we borrowed $530 million under SGI's revolving credit
facility, and made payments of $190 million, including a voluntary $100 million
payment in the fourth quarter of 2020, against the balance drawn on the
revolving credit facility. As of December 31, 2020, our total available
liquidity (excluding our SciPlay business segment) was $850 million. In February
of 2021, we made another voluntary payment of $100 million on SGI's revolving
credit facility.
•We amended the consolidated net first lien leverage ratio covenant in the
credit agreement with the requisite lenders under SGI's revolving credit
facility on May 8, 2020 (the "Credit Agreement Amendment") and subsequently
extended the Credit Agreement Amendment on October 8, 2020 (the "Credit
Agreement Extension Amendment") to implement a financial covenant relief period,
which extends the relief period through the first quarter of 2022. As a result,
(a) SGI is not required to maintain compliance with the consolidated net first
lien leverage ratio covenant during the Covenant Relief Period, (b) the step
down of the consolidated net first lien leverage ratio covenant following the
Covenant Relief Period was revised, (c) SGI must maintain liquidity (excluding
SciPlay) of at least $275 million during the Covenant Relief Period, (d) SGI is
restricted in its ability to further incur indebtedness and liens, make
restricted payments and investments and prepay junior indebtedness during the
Covenant Relief Period, subject to certain exceptions and further subject, in
some instances, to maintaining minimum liquidity (excluding SciPlay) of at least
$400 million and (e) a LIBOR floor of 0.500% was established on borrowings under
the revolving credit facility during the Covenant Relief Period.
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The following table summarizes the revised consolidated net first lien leverage ratio and Consolidated EBITDA calculation for covenant purposes:


                                     Revised Consolidated Net First Lien

Leverage Ratio Covenant Calculation


                                                             Revised Consolidated Net First
              Period ending                                   Lien Leverage Ratio Covenant                       Consolidated EBITDA multiplier1
                3/31/2022                                                 6.00x                                            4x Q1-2022
                6/30/2022                                                 6.00x                                          2x YTD Q2-2022
                9/30/2022                                                 5.75x                                         1.33x YTD Q3-2022
               12/31/2022                                                 5.75x
                3/31/2023                                                 5.25x                                   N/A - Calculated based on the
                6/30/2023                                                 5.25x                                     previous 12 month period
                9/30/2023                                                 4.75x                                    including the quarter being
               12/31/2023                                                 4.75x                                              tested
3/31/2024 and thereafter                                         

4.50x

(1) Consolidated EBITDA is defined in the Credit Agreement Extension Amendment and is calculated as testing year-to-date period-end consolidated EBITDA times multiplier.




•On July 1, 2020, we completed the issuance of $550 million in aggregate
principal amount of 8.625% senior unsecured notes due 2025 in a private
offering, for which we received total net proceeds of $543 million. We used a
portion of the net proceeds to redeem all $341 million of our outstanding 2021
Notes and paid accrued and unpaid interest thereon plus related premiums, fees
and costs, which redemption was completed on July 17, 2020, and are using the
remaining net proceeds to fund working capital and general corporate purposes.
This refinancing transaction extends our significant debt maturities until 2024.
See Note 15 for additional long-term debt information.
Trends and Uncertainties
We have a number of trends and uncertainties that have impacted and may continue
to impact our business and results of operations. Such impacts have in some
cases been material and could be material in the future should they continue.
COVID-19. See above "Impacts of COVID-19" for uncertainties regarding the
pandemic that continue to impact our business and results of operations.
Our high amount of leverage. We are a highly leveraged company which presents
several challenges, including the dedication of a significant portion of our
cash flow from operations to service interest and principal payments on our
indebtedness.
International operations and foreign currency. We face challenges related to
expanding our footprint within international markets and the related process of
obtaining regulatory approvals to provide services and products within these new
and emerging markets. Our LATAM customers operate in a difficult macroeconomic
environment that (combined with political instability in the region and further
compounded by COVID-19) has resulted in (a) a material reduction in revenue, (b)
a reduction in the cash we have collected from these customers on previous sales
and (c) charges for estimated credit losses, primarily contributing to our total
consolidated charge of $56 million during 2020 (see Critical Accounting
Estimates and Note 6). The recovery period in revenue and cash generated in the
LATAM region is expected to be longer than in our other geographies and we
anticipate lower revenues continuing through at least the first half of 2021.
Additionally, our international operations provide a significant portion of our
total revenue and expenses. Many of these revenue and expenses are denominated
in currencies other than the U.S. Dollar. We also have foreign currency exposure
related to certain of our equity investments, cross-currency interest rate
swaps, and Euro-denominated debt. As a result, changes in foreign exchange rates
may significantly affect our results of operations.
A high level of competition, with competitor expansion. Our major competitors
are expanding their product and service offerings with integrated products and
solutions that compete directly with ours. For example, competition in our
Gaming business segment is highly competitive and is characterized by the
continuous introduction of new games, gaming machines and related technologies
while our Lottery business segment continues to be subject to intense
price-based competition. Our Digital business segment is facing challenges
related to entering and expanding our market share within new and emerging
markets, such as U.S. sports betting, which continues to be very competitive,
while our SciPlay business segment continues to be highly competitive with low
barriers to entry, rapid evolution, fragmented market and subject to changing
technology, shifting needs and frequent introductions of new games, development
platforms and services. See Part I, Item 1 of this Annual Report on Form 10-K
and Business Segment Results below describing competition and factors impacting
each of our business segments.
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Seasonality. Our results of operations fluctuate due to seasonal trends and
other factors impacting all of our business segments, particularly Gaming and
SciPlay businesses. See Part I, Item 1 - Seasonality of this Annual Report on
Form 10-K.
Restructuring charges. We have incurred restructuring charges related to
severance for terminated employees in order to align our cost structure with
operating cash flow requirements and streamlining our operations. Our most
important strategic pillars are to (1) focus on accelerating de-leveraging and
improving cash flow from operations and (2) enhancing our corporate culture and
developing a high performance organization, all of which is expected to result
in increased restructuring charges as we incur optimization expenses to execute
and facilitate our strategies. See Note 4 for restructuring charges incurred for
the last three years.
For additional trends and uncertainties impacting our business segments, refer
below to Business Segment Results, specifically the Current Year Update section
for each business segment.
Reportable Segments
We report our operations in four business segments - Gaming, Lottery, SciPlay
and Digital - representing our different products and services. See Notes 2 and
3 for additional business segments information.
CONSOLIDATED RESULTS
  (in millions)                        Year Ended December 31,                  Variance
                                          2020                2019                     2020 vs. 2019
  Total revenue                  $      2,724               $ 3,400              $       (676)       (20) %
  Total operating expenses              2,702                 2,854                      (152)        (5) %
  Operating income                         22                   546                      (524)       (96) %
  Net loss before income taxes           (544)                 (108)                     (436)      (404) %
  Net loss                               (548)                 (118)                     (430)      (364) %
  Net loss attributable to SGC           (569)                 (130)                     (439)      (338) %


Revenue
                    [[Image Removed: sgms-20201231_g2.jpg]]

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 As described in the "Business Overview - Highlights, including recent developments - Impacts of COVID-19" section above, our 2020 total revenue, specifically revenues for the Gaming business segment, was adversely impacted by COVID-19


                                       55
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disruptions. Gaming business segment 2020 revenue also reflects $36 million
lower system revenues due to completion of certain Canadian systems launches
that we benefited from in the prior year comparable period. Lottery revenue for
2020 was also negatively impacted by COVID-19 disruptions primarily impacting
instant ticket sales, particularly during the first half of 2020.
SciPlay revenue increased by $116 million or 25 percent primarily due to
continued growth in our mobile platform business and increased player engagement
as a result of the stay at home measures across North America and other
countries coupled with the ongoing popularity of Jackpot Party Casino, Gold Fish
Casino, Quick Hits Slots, and MONOPOLY Slots.
Digital revenue increased by $23 million or 8 percent primarily due to increased
Gaming revenue that benefited from increased free time and stay at home measures
as a result of COVID-19 disruptions coupled with growth in Sports due to higher
license revenue from key customer renewals and growth in the U.S. market.
Our 2020 consolidated revenues were impacted by $7 million of favorable F/X
impact compared to $36 million of unfavorable impact in the prior year.
Operating expenses
                                       Year Ended December 31,                  Variance
  (in millions)                           2020                2019                     2020 vs. 2019
  Operating expenses:
   Cost of services(1)           $        531               $   538              $         (7)       (1) %
   Cost of product sales(1)               349                   457                      (108)      (24) %
   Cost of instant products(1)            280                   289                        (9)       (3) %
  SG&A                                    701                   707                        (6)       (1) %
  R&D                                     166                   188                       (22)      (12) %
  D&A                                     554                   647                       (93)      (14) %
  Goodwill impairment                      54                     -                        54       100  %
  Restructuring and other                  67                    28                        39       139  %
  Total operating expenses       $      2,702               $ 2,854              $       (152)       (5) %
  (1) Excludes D&A.


Cost of revenue
Cost of revenue for the year ended December 31, 2020 decreased primarily due to
the COVID-19 disruptions described above resulting in Gaming machine sales
revenue decreasing by 49% or $297 million. Additionally, the year ended December
31, 2020 Cost of product sales includes approximately $48 million, in Gaming
segment inventory valuation charges, due to a decrease in demand for certain
platforms as we believe that our customers will continue to extend replacement
cycles to preserve their liquidity following their return to full operations
combined with a reassessment of our Gaming product strategy, which was
implemented during the year (see Note 7).
SG&A
SG&A decreased primarily due to the company-wide austerity measures implemented
in response to the COVID-19 disruptions described above, which resulted in lower
SG&A compensation and benefit expenses of $56 million for 2020. The decrease in
SG&A was partially offset by an increase of $54 million in the Gaming business
segment allowance for credit losses, that reflect forecasted credit
deterioration due to the COVID-19 disruptions generally and credit weakness in
our Latin America receivables portfolio specifically (see Note 6).
R&D
R&D decreased primarily due to company-wide austerity measures in response to
the COVID-19 disruptions described above resulting in lower R&D compensation and
benefit expenses of $15 million for 2020.
D&A
D&A decreased primarily due to certain Gaming intangible assets and software
becoming fully amortized in the prior year.
Goodwill impairment
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Goodwill impairment increase was related to our legacy U.K. Gaming reporting
unit, which was recorded during the first quarter of 2020. See Note 10 for
additional details on Goodwill impairment charges.
Restructuring and other
The increase is primarily due to severance and related charges associated with
COVID-19 disruptions. See Note 4 for additional details on Restructuring and
other charges.
Other Factors Affecting 2020 and 2019 Net Loss Attributable to SGC Comparability
(in millions)
                                 Year Ended December 31,                                           Factors Affecting Net Loss
                                   2020             2019         2020 vs. 2019
Interest expense               $    (503)         $ (589)
           The decrease in interest expense for the year ended
                                                                                       December 31, 2020 reflects the favorable impact of
                                                                                       2019 refinancing activities resulting in lower
                                                                                       interest costs (refinancing activities for 2020 are
                                                                                       further discussed in "Liquidity, Capital Resources
                                                                                       and Working Capital" and for both periods in Note
                                                                                       15).
Loss on debt financing                (1)           (100)                              Loss on debt financing transactions consummated
transactions                                                                           during 2019 includes $80 million in premium charges
                                                                                       associated with redemptions of the 2022 Unsecured
                                                                                       Notes (see Note 15) in the second and fourth
                                                                                       quarters of 2019.
(Loss) gain on remeasurement         (51)              9                               (Losses) and gains are attributable to
of debt                                                                                remeasurement of the 2026 Secured Euro Notes and
                                                                                       2026 Unsecured Euro Notes and primarily reflect
                                                                                       changes in the Euro vs. the U.S. Dollar foreign
                                                                                       exchange rates between the periods. In 2019 the USD
                                                                                       strengthened vs. the Euro by 3% and in 2020 the USD
                                                                                       weakened by 9%.

Income tax expense(1)                 (4)            (10)                              The decrease is primarily due to the decrease in
                                                                                       worldwide income due to COVID-19 and the overall
                                                                                       worldwide mix of income (loss).

(1) For additional information regarding the changes in our effective tax rates and the variance in our income tax expense, see Note 20.




Foreign exchange (F/X)
Our results are impacted by changes in foreign currency exchange rates used in
the translation of foreign functional currencies into USD and the re-measurement
of foreign currency transactions or balances. The impact of foreign currency
exchange rate fluctuations represents the difference between current rates and
prior-period rates applied to current activity. Our exposure to foreign currency
volatility on revenue is as follows:
(in millions)                                                                 Year Ended December 31,
                                                     2020                                                                    2019
                                               % Consolidated             F/X Impact on                               % Consolidated            F/X Impact on
                         Revenue                   Revenue                   Revenue              Revenue                 Revenue                  Revenue
Foreign Currency:
British Pound
Sterling             $      323                             12  %       $            3          $     331                          10  %       $        (18)
Euro(1)                     237                              9  %                    3                248                           7  %                (13)

(1) Our earnings from our Euro-denominated equity investment in LNS were $10 million and $16 million for the years ended December 31, 2020 and 2019, respectively.





See "Business Segment Results" below for a more detailed explanation of the
significant changes in our components of revenue and expenses within the
individual segment results of operations.
For 2019 and 2018 consolidated, business segment and cash flow results
comparisons, see Part II, Item 7 of our 2019 Annual Report on Form 10-K.
BUSINESS SEGMENT RESULTS
The types of products and services from which our segments derive their revenues
are further discussed in Notes 2 and 3. Certain financial information relating
to our segments, including segment revenue, AEBITDA and total assets for the
last three fiscal years and certain financial information relating to our
revenue derived from and assets located in the U.S. and other geographic areas
is included in Note 2.
GAMING
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Our Gaming business segment designs, develops, manufactures, markets and
distributes a comprehensive portfolio of gaming products and services. We
provide our Gaming portfolio of products and services to commercial casinos,
Native American casinos, wide-area gaming operators such as LBOs, arcade and
bingo operators in the U.K. and continental Europe, and government agencies and
their affiliated operators. Our equity investment in RCN is included in our
Gaming business segment.
The following table summarizes the primary business activities included in our
Gaming business segment.
                                                    Services                                  Product sales
Gaming operations                     Service revenues from gaming                N/A
                                      operations are derived from WAP,
                                      premium and daily-fee Participation
                                      gaming machines and other leased
                                      gaming machines (including VLTs and
                                      ETSs) and licensing arrangements.
Gaming machine sales                  N/A                                  

      Sale of new and used gaming machines,
                                                                                  ETSs and VLTs, conversion game kits
                                                                                  and spare parts.
Gaming systems                        We provide services which include           We offer CMSs that help our customers
                                      installation and support of CMSs,           improve communication with players,
                                      including ongoing hardware                  add excitement to the gaming floor
                                      maintenance and ongoing software            and enhance operating efficiencies.
                                      maintenance and upgrade services of
                                      customer CMSs.
Table products                        Revenue is generated from supplied          Sale of table products (including
                                      table products and services                 Shufflers) and PTG licensing.
                                      (including Shufflers).


Gaming Operations
Our services revenue includes revenue earned from Participation games, other
gaming machine services and table product service arrangements. We categorize
our Participation gaming machines as (1) U.S. and Canada units and (2)
International units. The following are different types of Participation games
from which we derive our revenue:
•WAP Participation games: WAP Participation games are electronically linked
gaming machines that are located across multiple casinos within both single and
multiple gaming jurisdictions or across Native American gaming jurisdictions.
Players across linked gaming machines contribute to and compete for system-wide
progressive jackpots that are designed to increase gaming machine play for
participating casinos by giving the players the opportunity to win a larger
jackpot than on a non-WAP gaming machine. We are responsible for funding WAP
jackpots. We create WAP games using our proprietary brands and also using
licensed brands. We operate our WAP systems in five states throughout the U.S.
and in certain Native American casinos.
•Premium and daily fee Participation games: We offer two categories of non-WAP
premium and daily fee Participation games: LAP and standalone. LAP games are
gaming machines that are located within a single casino and are electronically
linked to a progressive jackpot for that specific casino. Our LAP gaming
machines feature games including those offered as WAP and our proprietary brands
such as Ultimate Fire Link®, Dragon Spin®, Ultra Hot Mega Link®, 88 Fortunes,
Invaders from the Planet Moolah®, 5 Treasures®, Cash SpinTM and Dancing Drums
Explosion®. Our LAP products leverage both exclusive brand names and game play
intellectual property, and typically offer players the chance to win multiple
progressive jackpots, all of which tend to result in higher play volumes. We
also provide certain standalone Participation games that are not linked to other
gaming machines. Our standalone games feature titles under both licensed brands
and our proprietary brands. Our standalone Participation gaming machines
generally feature larger, more elaborate top-boxes and provide game play
experiences not possible on a single screen game or on gaming machines that we
sell.
•Server-based gaming: We provide wide-area gaming operators, such as LBOs, bingo
halls and arcades, a comprehensive package of server-based products and services
under long term contracts that typically include gaming machines, remote
management of game content and management information, central computer systems,
secure data communication and field support services. We are typically paid a
fee based on the Net win generated by these gaming machines (subject to certain
adjustments as may be specified in a particular contract, including adjustments
for taxes and other fees). Our business in this category is primarily based in
the U.K.
•VLTs: For certain customers, we provide our multi-game and single-game VLTs,
which include video gaming machines, mechanical reel gaming machines and video
poker games. Our VLTs may be operated as standalone units or may interface with
central monitoring systems operated by government agencies. Our VLTs are
typically located in places where casino-style gaming is not the only
attraction, such as racetracks, bars and restaurants.
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•Class II and centrally determined systems: We offer video and mechanical-reel
gaming machines and VLTs for Class II and certain VLT jurisdictions where the
game outcome is determined by a central server system that we provide. These
Class II and centrally determined systems primarily operate in Native American
casinos in Washington, Florida, Alabama and Oklahoma. We receive either a fixed
daily fee or a percentage of the Net win generated by the gaming machines or
VLTs connected to the central determination system and a small daily fee for the
central determination system.
Gaming Machine Sales
The majority of our product sales are derived from sales of gaming machines and
VLTs that use a combination of advanced graphics, mechanical reels, digital
music and sounds and secondary bonus games. We also sell ETSs to either meet the
needs of particular locations where live tables are not allowed or as
productivity-enhancing solutions for other jurisdictions.
Gaming Systems
Our comprehensive suite of technology solutions provides gaming operations of
every size with a wide range of marketing, data management and analysis,
accounting, player tracking, security and other applications and tools to more
effectively manage their operations. Gaming systems products include the iVIEW®
touch screen display, which facilitates the player experience, bonus features,
customer service, and employee functions. Gaming systems revenues related to
core system solutions are highly dependent on new installations. Gaming system
revenues are also generated through ongoing hardware and software maintenance
services and upgrades.
Table Products
Our table product sales are generated primarily from the sale of products
designed to enhance table game speed, productivity, profitability and security.
Our product offerings include various models of Shufflers to suit specific
games.
We also offer Shuffler products under month-to-month arrangements that primarily
contain fixed monthly rates or to a lesser extent Participation rates. These
arrangements include service of the product with back-up and replacement
products available at the customer's request.
We license our PTG content to commercial, tribal and governmental casino
operators typically under month to month arrangements based on fixed monthly
rates. PTGs, which are designed to enhance operators' table-game operations,
include our internally developed and acquired PTGs, side bets, add-ons and
progressive features. Our proprietary content and features are also added to
public domain games such as poker, baccarat, pai gow poker, craps and blackjack
table games and to electronic platforms.
Current year update
See the "Recent Events - Impacts of COVID-19" section above for a description of
the COVID-19 impact on our Gaming business segment, which continues to have an
adverse effect on our results of operations and cash flows into 2021 and as
COVID-19 mitigation measures continue to be implemented and enforced. In
addition to the adverse effect of COVID-19, we anticipate further declines in
our gaming operations, systems, products and services revenues due to certain
large Canadian contracts that were completed in 2019. Further challenges
include: (1) a replacement market that remains unpredictable given several large
customer consolidations; (2) fewer casino openings and expansions; (3) continued
competition for new systems, gaming operations, gaming machines and table
products businesses; and (4) other economic and regulatory pressures that affect
our business operations globally. Additionally, our Gaming operations installed
base at period end has declined for both U.S. and Canada and International
markets from 33,585 and 33,744 in 2018 to 30,105 and 32,061 in 2020,
respectively. Gaming operations generated 36%, 34% and 35% of total Gaming
segment revenues for 2020, 2019 and 2018, respectively. While our new Gaming
business segment leadership team has developed a strategy to reverse this trend,
the implementation of such strategy and reversal of this trend and decline in
our Gaming operations installed base at period end is expected take longer than
a year.
Our 2021 Gaming revenues are expected to benefit from a rebate of value added
tax in the U.K. from a tax ruling made in 2020 ("U.K. VAT rebate"). We believe
we will be entitled to such rebates as the previous tax position impacted our
historical contractual gaming revenue for certain of our U.K. LBO server-based
gaming customers. While the total amount and timing of the U.K. VAT rebate is
currently uncertain and dependent on claim submissions by our customers and
government approvals, all of which are outside of our control, we estimate that
we could be entitled to up to $60 million.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Results of Operations and Key Performance Indicators
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[[Image Removed: sgms-20201231_g3.jpg]][[Image Removed: sgms-20201231_g4.jpg]][[Image Removed: sgms-20201231_g5.jpg]]
1 - The year ended December 31, 2019 includes $10 million in IP charges paid by the SciPlay business segment,
which are no longer being paid as of May 7, 2019 in connection with the IP License Agreement.


Revenue
(in millions)                                            Year Ended December 31,                          Variance
                                                          2020                2019                     2020 vs. 2019
Revenue:
Gaming operations                                   $         332          $    597          $        (265)              (44) %
Gaming machine sales                                          312               609                   (297)              (49) %
Gaming systems                                                171               295                   (124)              (42) %
Table products                                                111               247                   (136)              (55) %
Total revenue                                       $         926          $  1,748          $        (822)              (47) %

F/X impact on revenue                               $           3          $    (14)         $          17               121  %

                                                         Year Ended December 31,                          Variance
                                                          2020                2019                     2020 vs. 2019
KPIs:
U.S. and Canada units:
Installed base at period end                               30,105            31,486                 (1,381)               (4) %
Average daily revenue per unit                      $       23.57          $  38.67          $      (15.10)              (39) %

International units(1):
Installed base at period end                               32,061            34,370                 (2,309)               (7) %
Average daily revenue per unit                      $        5.07          $  10.57          $       (5.50)              (52) %

Gaming machine sales:
U.S. and Canada new unit shipments                          9,987            19,512                 (9,525)              (49) %
International new unit shipments                           12,591            10,810                  1,781                16  %
Total new unit shipments                                   22,578            30,322                 (7,744)              (26) %
Average sales price per new unit                    $      12,178          $ 17,343          $      (5,165)              (30) %

(1) Excludes the impact of game content licensing revenue.




All of our 2020 Gaming revenue was negatively impacted by the COVID-19
disruptions that resulted in temporary closures and/or reduced operating
capacity of a substantial number of gaming operations establishments in various
jurisdictions globally, as described in the "Recent Events - Impact of COVID-19"
section above. As gaming establishments began to reopen in June and openings
have continued through the year, demand has steadily increased and is expected
to continue into 2021. The continuation of social distancing measures that were
implemented and still being enforced in many jurisdictions (including
substantial reductions of maximum floor capacities, table play customer
limitations and reduction of slot machines available for
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play) have had and are expected to continue to have a negative impact on our
Gaming revenue until casino operators are able to return to normal operations.
The mitigation measures are expected to continue for an indeterminate amount of
time and we expect to continue to see the impacts on our Gaming segment into
2021.
During the three months ended December 31, 2020, Gaming revenues compared to the
three months ended September 30, 2020, increased in Gaming operations from
$92 million to $105 million representing a 14 percent increase, in Gaming
machine sales from $71 million to $96 million representing a 35 percent
increase, and in Gaming systems from $43 million to $56 million representing a
30 percent increase due to continued opening of gaming operations from previous
shutdowns and increased customer traffic demonstrating the significant
fluctuations caused by COVID-19 business disruptions during the year.
Gaming Operations
Gaming operations revenue decreased compared to the prior year primarily due to
the COVID-19 disruptions (including fixed fee arrangement concessions granted)
described above which was the driving factor in a 1,381-unit decrease in the
U.S. and Canada ending installed base and a 2,309-unit decrease in the
International ending installed base and both domestic and International average
daily revenues per unit.
Gaming Machine Sales
Gaming machine sales revenue decreased compared to the prior year primarily due
to the impact of COVID-19 as described above driving lower unit shipments
primarily in replacement unit sales, coupled with decreases in the average sales
price per unit reflecting a less favorable mix of Gaming machine sales.
The following table summarizes Gaming machine sales changes:
                                           Year Ended December 31,          

Variance


                                          2020                   2019       

2020 vs. 2019

U.S. and Canada unit shipments:


 Replacement units                      5,957                   14,290      

(8,333) (58) %


 Casino opening and expansion units     4,030                    5,222      

(1,192) (23) %


   Total unit shipments                 9,987                   19,512      

(9,525) (49) %

International unit shipments:


 Replacement units                     12,010                   10,616      

1,394 13 %


 Casino opening and expansion units       581                      194               387       199  %
   Total unit shipments                12,591                   10,810             1,781        16  %


Gaming Systems
Gaming systems revenue decreased primarily due to the COVID-19 disruptions
described above resulting in fewer installations of new CMSs on fewer casino
openings and expansions, lower hardware sales, lower systems maintenance revenue
reflective of customer concessions granted during the COVID-19 shutdowns, and
lower iVIEW installations due to certain Canadian contracts that were completed
in the prior year.
Operating Expenses
The decrease in operating expenses is primarily due to lower cost of revenue
correlated with the decrease in total revenue (as described above), which was
partially offset by: (1) a $48 million increase of inventory valuation charges
to Cost of product sales, (as described above and in Note 7), and (2)
$20 million increase in Restructuring and other charges. Additionally, the year
ended December 31, 2020 includes a $54 million in goodwill impairment charge and
a $54 million charge related to allowance for credit losses, which reflects
actual and forecasted credit deterioration primarily due to the COVID-19
disruptions coupled with the impacts of foreign exchange and the worsening of
the expected credit position in our Latin America receivables portfolio
specifically (see Note 6).
AEBITDA
AEBITDA decreased by $618 million or 71 percent primarily due to lower revenues
as a result of COVID-19 disruptions, coupled with charges to allowance for
credit losses and inventory during the year ended 2020 described above. AEBITDA
margin for the year ended 2020 comparable period decreased by 22.8 percentage
points to 27%.
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AEBITDA for the three months ended December 31, 2020 compared to the three
months ended September 30, 2020, increased from $77 million to $105 million
representing an increase of 36 percent due to continued opening of gaming
operations from previous shutdowns and increased customer spending coupled with
lower operating expenses.
LOTTERY
The Lottery segment is primarily comprised of our instant product business,
systems-based services and product sales business. Our systems-based services
and product sales business provide customized computer software, software
support, equipment and data communication services, sports wagering systems and
keno to lotteries. In the U.S., we typically provide the necessary POS terminals
and equipment, software and maintenance services on a Participation basis under
contracts that typically have an initial term of at least five years.
Internationally, we typically sell POS terminals and/or computer software to
lottery authorities and may provide ongoing fee-based systems maintenance and
software support services.
Our instant products business generates revenue from the manufacture and sale of
instant products, and the provision of value-added services such as game design,
sales and marketing support, specialty games and promotions, inventory
management, warehousing, fulfillment services, and full instant product category
management administered through our SGEP program. In addition, we provide
licensed games, promotional entertainment and internet-based marketing services
to the lottery industry. These revenues are presented as instant products
revenue.
Our equity investments in LNS, Northstar New Jersey, CSG, Hellenic Lotteries and
GLB are included in the Lottery segment.
The following table summarizes the primary business activities included in the
Lottery business segment.
                                      Services                        Product Sales                     Instant Products
Instant products -           N/A                               N/A                               Designing, printing and
Participation (POS and                                                                           selling instant lottery
SGEP) and PPU(1)                                                                                 products and providing the
                                                                                                 comprehensive services
                                                                                                 necessary to operate
                                                                                                 integrated instant product
                                                                                                 operations that enable
                                                                                                 lotteries to enhance instant
                                                                                                 product retail sales,
                                                                                                 including: (i) design and
                                                                                                 manufacturing of instant games
                                                                                                 tickets, (ii) instant products
                                                                                                 planning, monitoring and
                                                                                                 management systems functions,
                                                                                                 (iii) warehousing, inventory
                                                                                                 management and distribution
                                                                                                 functions, and (iv) marketing
                                                                                                 and game support functions.
Instant products -           N/A                               N/A                               Supplying player loyalty
licensing and player                                                                             programs, merchandising
loyalty                                                                                          services and interactive
                                                                                                 marketing campaigns.

                                                                                                 Sublicensing brands for
                                                                                                 lottery products and providing
                                                                                                 lottery-related promotional
                                                                                                 products.
Lottery systems -            Providing software,               Sale of ancillary lottery         N/A
services                     hardware and related              systems hardware to
                             services for lottery              customers where we have an
                             operations, including draw        ongoing services
                             systems, instant ticket           arrangement
                             validation systems, sports
                             wagering and keno systems
Lottery systems -            Lottery systems software          Providing lottery systems,        N/A
sales                        maintenance and support           including hardware,
                                                               software, and instant
                                                               product validation systems
(1) See Instant Lottery Products below.


Instant Lottery Products
We generate revenue from the sale of instant lottery products under our POS and
PPU contracts. Under our SGEP contracts we perform substantially all of the
comprehensive services necessary to operate the associated lottery's integrated
instant product operations, other than executing on retail sales, and to a
lesser extent we provide certain services to retailers. We believe these
integrated services help lotteries effectively manage and support their
operations and achieve higher retail sales. For SGEP arrangements, we are
typically paid on a Participation basis. We also provide licensed games and
promotional and interactive marketing services to the lottery industry.
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We market instant lottery products and related services to U.S. and
international lotteries and commercial customers. We supply instant lottery
products to 40 of the 46 U.S. jurisdictions that sell instant lottery products
and have sold instant lottery products to customers in approximately 50
countries. Our U.S. instant lottery product contracts customarily have an
initial term of three to five years and frequently include multiple renewal
options for additional periods ranging from one to five years, which our
customers have generally exercised in the past. We usually sell our instant
lottery products on a PPU (meaning instant products sold to customer at a fixed
price per unit) or Participation basis. Certain of our international customers
purchase instant lottery products as needed rather than under multi-game supply
contracts.
We provide lotteries with access to some of the world's most popular
entertainment brands on lottery products, which we believe helps increase our
customers' instant product sales. Our licensed entertainment brands include
JAMES BOND, WILLY WONKATM, MONOPOLY, LOTERIATM, and SLINGO®. We also provide
branded merchandise, advertising, promotional support, drawing management
services and prize fulfillment programs. In addition, we offer lotteries
interactive marketing services through our Loyalty Plus program which features
players clubs, reward programs, second chance promotional websites, interactive
games and subscription systems that enable players to purchase lottery games
securely over the internet.
Lottery Systems
We are a leading provider of lottery systems including customized computer
software, software support, equipment, and data communication services, to
lotteries worldwide. Our U.S. arrangements ordinarily include the following: (1)
provision of the necessary equipment (including POS terminals) and (2) software
and maintenance services pursuant to contracts typically with an initial term of
five years or more under which we are generally paid a fee equal to a percentage
of the lottery's total retail sales. Our U.S. contracts commonly include
multiple renewal options that generally have been exercised by our customers in
the past. Internationally, we primarily sell: (1) POS terminals and/or computer
software and hardware to lottery authorities; and (2) provide ongoing fee-based
systems and software support services.
Our lottery systems use proprietary technology that facilitates high-speed
processing of draw lottery game wagers and validation of winning draw and
instant lottery products. We also supply our proprietary transaction-processing
software, draw lottery games, keno, point-of-sale terminals, central site
computers and communication platforms and ongoing operational support and
maintenance services. We have contracts to operate lottery systems for 11 of the
47 U.S. jurisdictions that operate draw lotteries. Internationally, we have
lottery systems operating in 14 countries including Canada and China.
We have equity investments in LNS, Northstar New Jersey, Hellenic Lotteries, CSG
and GLB, which entities operate or assist in the operation of lotteries. We are
also the primary provider of instant lottery products to LNS and Northstar New
Jersey and the exclusive provider of instant lottery products to Camelot
Illinois, LLC and Hellenic Lotteries. Additional information regarding certain
of our equity investments is included in Note 12.
Current year update
See "Business Overview - Highlights, including recent developments - Impacts of
COVID-19" section above for a description of the COVID-19 impact on our Lottery
business segment, which had an adverse effect on our 2020 results of operations
and cash flows, but began to recover during the latter half of 2020 as results
began to reflect increased revenues in our Lottery system sales. In addition to
the adverse effects of COVID-19, we believe we will continue to face intense
price-based competition in our Lottery business in 2021 and potentially beyond.
In the near term, we also expect to see an increase in the number of
jurisdictions that seek to privatize or outsource lottery operations and to face
strong competition from both traditional and new competitors with respect to
these opportunities. We anticipate that lottery requests for proposals,
specifically those for private management agreements and certain of our
international customers, could increasingly include terms that expose us to
increased risk, such as requiring the guarantee of specific income thresholds or
significant upfront payments.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Results of Operations and Key Performance Indicators
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[[Image Removed: sgms-20201231_g6.jpg]][[Image Removed: sgms-20201231_g7.jpg]][[Image Removed: sgms-20201231_g8.jpg]]




Revenue
(in millions)                                              Year Ended December 31,                  Variance
                                                            2020                2019                             2020 vs. 2019
Revenue:
Instant products                                      $         579          $   588                    $        (9)               (2) %
Lottery systems                                                 339              323                             16                 5  %
Total revenue                                         $         918          $   911                    $         7                 1  %

F/X impact on revenue                                 $           2          $   (10)                   $        12               120  %


The increase in total revenue is due to higher Lottery systems equipment sales
of $16 million primarily due to increased international systems sales, partially
offset by decreased Instant ticket sales revenue of $9 million due to the
negative impact from COVID-19 disruptions on the first half of the year.
Operating Expenses
Operating expenses remained constant primarily due to increased costs of sales
of $8 million correlated with increased equipment sales offset by lower
operating expenses as a result of austerity measures implemented to reduce
costs.
AEBITDA
AEBITDA decreased by $15 million or 4 percent primarily due to the impact of
COVID-19 disruptions on our joint ventures driven by NorthStar New Jersey and
LNS, partially offset by austerity measures implemented to reduce costs. AEBITDA
margin decrease was 2 percentage points. Lower joint venture EBITDA contributed
3 percentage points of the decline while lower operating expenses increased the
AEBITDA margin by 1 percentage.
SCIPLAY
Our SciPlay business segment is a leading developer and publisher of social
games on mobile and web platforms. SciPlay currently offers seven core games,
including social casino games Jackpot Party Casino, Gold Fish Casino, Hot Shot
Casino and Quick Hit Slots, and casual games MONOPOLY Slots, Bingo
Showdown and 88 Fortunes Slots and recently added a solitaire social game as a
part of the Come2Play acquisition. SciPlay's social casino games typically
include slots-style game play and occasionally include table games-style game
play, while SciPlay's casual games blend slots-style or bingo game play with
adventure game features. All of SciPlay's games are offered and played on
multiple platforms, including Apple, Google, Facebook, Amazon, and the Microsoft
platform. In addition to SciPlay's internally created games, SciPlay's content
library includes recognizable, real-world slot and table games content from SGC.
This content allows players who like playing land-based slot machines to enjoy
some of those same titles in SciPlay's free-to-play games. SciPlay has access to
SGC's library of more than 1,500 iconic casino titles, including titles and
content from third-party licensed brands such as MONOPOLY, JAMES BOND, THE
FLINTSTONES, MICHAEL JACKSON, and PLAYBOY.
We generate substantially all of our revenue from the sale of virtual coins,
chips and bingo cards which players can use to play our games. Players who
install our games receive free virtual coins, chips and bingo cards upon the
initial launch of the game and additional free virtual coins, chips and bingo
cards at specific time intervals. Players may exhaust the virtual coins,
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chips and bingo cards that they receive for free and may choose to purchase
additional virtual coins, chips and bingo cards in order to extend their time of
game play. Once obtained, virtual coins, chips and bingo cards (either free or
purchased) cannot be redeemed for cash nor exchanged for anything other than
game play within our apps. We distribute our games through various global social
web and mobile platforms such as Facebook, Apple, Google, Amazon, Microsoft, and
other web and mobile platforms. The games are primarily our WMS®, Bally®,
Barcrest®, and SHFL® branded games. We offer both third-party branded games and
original content.
Current year update
While the COVID-19 disruptions did not negatively affect SciPlay's results (see
the "Business Overview - Highlights, including recent developments - Impacts of
COVID-19" section above), sustained consumer unease, lower discretionary
spending and shelter-in-place orders may impact SciPlay's results of operations
in 2021. SciPlay experienced an increase in nearly all key performance
indicators and revenue beginning in March 2020 and continuing through the end of
2020, which is partially due to the stay at home measures and increased player
free time. The increase in paying players is also a result of significant game
enhancements that have enabled SciPlay to attract and retain new players. The
new players are highly engaged, and could continue to drive increases in key
performance indicators, as they continue to be active paying players following
the easing of COVID-19 restrictions. Many of SciPlay's current and potential
players may have more free time to play games, however, they could also
experience sustained consumer unease and have lower discretionary income.
During the first half of 2020, SciPlay deployed significant updates across a
number of portfolio games, and continued testing in certain international
markets. SciPlay expects to deploy further updates to games in future periods
and to continue testing in international markets. We also continue to see the
trend of players migrating from web to mobile platforms, which is expected to
continue through 2021 and beyond.

On June 22, 2020, SciPlay completed the acquisition of the privately held mobile
and social game company Come2Play (see Note 9), which expanded and diversified
SciPlay's existing portfolio of social games. As a result of this acquisition we
now offer a solitaire social game targeted towards casual game players on the
same platforms in which we currently offer our existing games. We currently plan
to launch an additional casual game in 2022.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Results of Operations and Key Performance Indicators
[[Image Removed: sgms-20201231_g9.jpg]][[Image Removed: sgms-20201231_g10.jpg]][[Image Removed: sgms-20201231_g11.jpg]]

1 - The year ended December 31, 2019 includes charges of $10 million for intellectual property royalties paid to the

Gaming business segment, which are no longer being paid as of May 7, 2019 in connection with the IP License


    Agreement.


Revenue
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(in millions, except ARPDAU)                           Year Ended December 31,                            Variance
                                                        2020             2019                          2020 vs. 2019
Revenue:
Mobile                                               $   506          $   391                $         115                29  %
Web and other                                             76               75                            1                 1  %
  Total                                              $   582          $   466                $         116                25  %

KPIs:
Mobile Penetration(1)                                     87  %            83  %                         4 pp                nm
Average MAU(2)                                           7.4              8.0                         (0.6)               (8) %
Average DAU(3)                                           2.7              2.7                            -                 -  %
ARPDAU(4)                                            $  0.60          $  0.48                $        0.12                25  %
nm = not meaningful.
pp = percentage points.
(1) Mobile penetration is defined as the percentage of business to consumer SciPlay revenue generated from
mobile platforms.
(2) MAU = Monthly Active Users is a count of visitors to our sites during a month. An individual who plays
multiple games or from multiple devices may, in certain circumstances, be counted more than once. However, we
use third-party data to limit the occurrence of multiple counting.
(3) DAU = Daily Active Users is a count of visitors to our sites during a day. An individual who plays
multiple games or from multiple devices may, in certain circumstances, be counted more than once. However, we
use third-party data to limit the occurrence of multiple counting.
(4) ARPDAU = Average revenue per DAU is calculated by dividing revenue for a period by the DAU for the period
by the number of days for the period.


Mobile platform revenue increased $115 million or 29 percent primarily due to
increased player engagement as a result of the stay at home measures across
North America and other regions and ongoing popularity of Jackpot Party Casino,
Gold Fish Casino, Quick Hits Slots, and MONOPOLY Slots.
The increase in mobile penetration percentage primarily reflects a continued
trend of players migrating from web to mobile platforms to play our games.
Average MAU decreased and average DAU stayed relatively flat due to the turnover
in users while paying users stayed consistent. Consequently, ARPDAU increased
due to stay at home measures across North America and other regions,
introduction of new content and features, and ongoing popularity of our games.
Operating Expenses
Operating expenses increased by $38 million primarily due to a $36 million
increase primarily related to salaries and benefits, stock-based incentive
compensation related to the attainment of higher performance metrics and
professional services fees coupled with a $27 million increase in cost of
revenue correlated with revenue growth which were partially offset by a $10
million decrease in IP charges paid to the Gaming business segment, which ended
as of May 7, 2019 in connection with the IP License Agreement.
AEBITDA
AEBITDA increased by $67 million or 55 percent primarily due to continued growth
in revenue (as described above) and improved operating leverage while AEBITDA
margin increased by 6.1 percentage points to 32.4%.
DIGITAL
Our Digital segment provides a comprehensive suite of digital iGaming, iLottery
and sports betting solutions and services, including digital RMG and sports
wagering solutions, distribution platforms, content, products and services. A
portion of our Digital revenue consists of professional services related to
highly customized software design, development, licensing, maintenance and
support services, which are derived from a comprehensive suite of technology
solutions. These technology solutions allow our customers to operate sports
books, which can offer sport (or non-sport) events and betting markets across
both fixed-odds and pari-mutuel betting styles. We also provide the Open
Platform System which offers a wide range of reporting and administrative
functions and tools providing operators full control over all areas of digital
gaming operations. Additionally, we derive revenue from our content aggregation
platforms, including Open Gaming System (OGS), remote gaming servers, and
various other platforms, which can deliver a wide spectrum of internally
developed and branded casino-style games and popular third-party provider
casino-style games to gaming operators. Generally, we host the play of our game
content on our centrally-located servers that are integrated with the online
casino operators' websites.
Current year update
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The initial negative impacts of COVID-19 on Sports and platform revenue were
fully offset by increases in license revenue associated with license renewals of
certain existing key customers and Gaming revenue that benefited from increased
free time and stay at home measures. We continue to expand our customer base and
capitalize on both iGaming and sports opportunities in the U.S. by leveraging
our industry leading platforms, content and solutions. While we believe that we
are well positioned and continue to successfully expand our customer base and
capitalize on U.S. sports-betting markets, we see increased level of competition
and expect that such competition will intensify.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Results of Operations
[[Image Removed: sgms-20201231_g12.jpg]][[Image Removed: sgms-20201231_g13.jpg]][[Image Removed: sgms-20201231_g14.jpg]]


Revenue
(in millions)                                       Year Ended December 31,                               Variance
                                                     2020                2019                          2020 vs. 2019
Revenue:
Sports and platform                            $         127          $   119                $           8                 7  %
Gaming and other                                         171              156                           15                10  %
Total revenue                                  $         298          $   275                $          23                 8  %

F/X impact on revenue                          $           1          $   (12)               $          13                   nm

KPI:
Gaming

Wagers processed through OGS (in billions) $ 51 $ 36

                $          15                42  %

nm = not meaningful.


Overall Digital revenue increased by $23 million or 8 percent primarily due to a
cancellation fee associated with certain legacy agreements that were modified in
the first quarter of 2020, higher license revenue from key customer renewals
related to Sports and platform ($10 million which will not be recurring in 2021
as all key customer contracts are not due to renew until 2022 and after) and
increase in Gaming and other revenues. The increase in Gaming and other revenue
was partially offset by exiting certain legacy service lines, which resulted in
a decrease of $11 million.
Operating Expenses and AEBITDA
Operating expenses increased primarily due to higher costs of revenue correlated
with the increase in revenue. AEBITDA increased by $25 million or 40 percent
primarily due to the increase in Gaming and other revenue which was driven by
increased free time and stay at home measures, as noted above, coupled with
increased Sports and platform revenue which was partially driven by the impact
of license revenue associated with license renewals of certain existing
customers. AEBITDA margin for the year ended December 31, 2020 increased by 6.6
percentage points to 30%.
RECENTLY ISSUED ACCOUNTING GUIDANCE
For a description of recently issued accounting pronouncements, see Note 1.
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CRITICAL ACCOUNTING ESTIMATES
Information regarding significant accounting policies is included in Note 1 and
in the relevant sections of applicable Notes. As stated in Note 1, the
preparation of financial statements in accordance with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. Management bases its estimates on historical experience
and on various assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates. We believe that
the estimates, assumptions, and judgments involved in the following accounting
policies have the greatest potential impact on our consolidated financial
statements:
•Business combinations;
•Revenue recognition;
•Inventory valuation;
•Allowance for credit losses;
•Goodwill and other indefinite-lived intangibles, long-lived assets and
finite-lived intangible assets - impairment assessment;
•Income taxes; and
•Legal contingencies.
Business Combinations
As described in Note 9, we account for business combinations in accordance with
ASC 805. This standard requires the acquiring entity in a business combination
to recognize all (and only) the assets acquired and liabilities assumed in the
transaction and establishes the acquisition-date fair value as the measurement
objective for all assets acquired and liabilities assumed in a business
combination.
Determining the fair value of assets acquired and liabilities assumed requires
management judgment, the utilization of independent valuation experts and often
involves the use of significant estimates and assumptions with respect to the
timing and amounts of future cash inflows and outflows, discount rates, market
prices and asset lives, among other items. Any changes in the underlying
assumptions can impact the estimates of fair value by material amounts, which
can in turn materially impact our results of operations. If the subsequent
actual results and updated projections of the underlying business activity
change compared with the assumptions and projections used to develop these fair
values, we could record impairment charges. In addition, we have estimated the
economic lives of certain acquired assets and these lives are used to calculate
D&A expense. If our estimates of the economic lives change, D&A expense could be
accelerated or slowed.
Revenue Recognition
Our revenue recognition policies described in Note 3 require us to make
significant judgments and estimates. The guidance requires that we apply
judgments or estimates to determine the performance obligations, the stand-alone
selling prices of our performance obligations to customers, and the timing of
transfer of control of the respective performance obligations. The evaluation of
each of these criteria in light of contract specific facts and circumstances is
inherently judgmental, but certain judgments could significantly affect the
timing or amount of revenue recognized if we were to reach a different
conclusion than we have. The critical judgments we are required to make in our
assessment of contracts with customers that could significantly affect the
timing or amount of revenue recognized are:
•Contracts with Multiple Promised Goods and Services - because we enter into
contracts with customers that involve promises to transfer multiple products and
services, the determination of the distinct performance obligations in contracts
with multiple promises requires significant judgment. Our total gaming systems,
lottery systems and Digital revenue that often contain multiple promised goods
and services was $433 million for the year ended December 31, 2020, or
approximately 16 percent of consolidated revenue, a portion of which would not
be recognized if we had reached a different conclusion.
•Determination of stand-alone selling prices - the guidance requires that we
determine the stand-alone selling price for our goods and services as a basis
for allocating the transaction price to the identified distinct performance
obligations in our contracts with customers. Because we often bundle the selling
price for multiple promised goods or services or we may license systems for
which the solutions we provide are highly customized and therefore the prices we
charge are variable, the determination of a stand-alone selling price or the
relative range may require significant judgment. Our total gaming systems,
lottery systems and Digital revenue that could be subject to this judgment and
thus allocated
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to distinct performance obligations differently was a portion of $433 million
for the year ended December 31, 2020, or approximately 16 percent of
consolidated revenue.
•Transfer of control in Lottery POS contracts - the guidance requires that we
recognize revenue when or as control over a performance obligation transfers to
a customer. In instant products contracts under POS terms, instant products are
delivered to lottery customers, but we retain the risk of such inventory until
retail sales of such tickets takes place. Because those shipments are to a
lottery-controlled warehouse and we do not have the ability to direct the use of
such instant products subsequent to this delivery, we have determined that
control transfers upon delivery. This conclusion requires the use of judgment.
If we concluded that control transferred upon retail sales when the end customer
obtained control over the instant tickets, the revenue that could be subject to
decrease would be a portion of $93 million for the year ended December 31, 2020,
or approximately 3 percent of consolidated revenue.
Inventory Valuation
We review our inventory levels each reporting period and adjust the value of our
inventory to the extent we determine that inventory cost is in excess of its net
realizable value. To estimate obsolete and excess inventory, we consider a
number of qualitative and quantitative factors, including product strategy and
product lifecycles, estimates of future demand, current pricing, historical
sales trends, market trends, and economic conditions. Any changes in these
factors could result in material inventory charges which would increase our cost
of products and decrease our gross margin, and such charges could be material.
During the years ended December 31, 2020, 2019, and 2018, we recorded
$48 million, $9 million, and $20 million, respectively, in charges related to
inventory in our Gaming business segment. The 2020 charges are primarily due to
the COVID-19 disruption impacting future demand combined with a continuing
reassessment of our Gaming products strategy by the new Gaming business segment
leadership. The total Gaming business segment net inventory as of December 31,
2020 was $124 million.
See Note 7 for additional information.
Allowance for Credit Losses
Following the adoption of ASC 326 on January 1, 2020, the receivables allowance
for credit losses are recognized based on our best estimate of the amount of
expected credit losses in our existing receivables over the contractual term.
Such an estimate requires consideration of any relevant available information,
which begins with historical credit loss experience, consideration of current
and expected conditions and market trends (such as general economic conditions,
other microeconomic and macroeconomic considerations (including foreign currency
impacts), geography, etc.) and reasonable and supportable forecasts that could
impact the collectability of such receivables over the contractual term
individually or in the aggregate. Based on these risk factors, we place our
customers in different tranches to determine which customers should be assessed
on an individual basis and which customers should be assessed on a more general
basis. Any changes in circumstances relating to these factors could result in
material increase or decrease to our receivables allowance for credit losses and
such changes could be material, particularly impacting our Gaming segment
receivables.
Unfavorable economic conditions exacerbated by COVID-19 impacted and could
continue to impact the timing and amount of cash receipts from our Gaming
customers. Additionally and as described in Note 6, we have certain
concentrations of outstanding Gaming segment receivables, primarily in the LATAM
region where we historically provided extended payment term financing for
product purchases, as is a common industry practice. These factors (including
any future changes) collectively may increase our collection risks and
materially impact our estimate of receivables allowance for credit losses. We
increased our allowance for credit losses by $56 million for the year ended
December 31, 2020. This increase was primarily related to specific Gaming
customers in LATAM as certain of those customers had extended payment term
financing, and/or were particularly affected by COVID-19 prolonged closures of
gaming operations establishments generally and credit deterioration from
macroeconomic conditions of the region, including foreign currency impacts.
We had a total of $380 million in Gaming segment receivables, net as of
December 31, 2020 of which $54 million relates to the LATAM region. See Note 6
for additional information.
Goodwill and other indefinite-lived intangibles - impairment assessment
We allocate goodwill to reporting units based on the reporting unit expected to
benefit from the business combination. We evaluate our reporting units on at
least an annual basis and, if necessary, reassign goodwill using a relative fair
value allocation approach. We have ten reporting units: Instant Products, U.S.
Lottery Systems, International Lottery Systems, SG Gaming, legacy U.K. Gaming,
Casino Management Systems, Table Products, SciPlay, Digital sports and platform
and Digital gaming and other. Goodwill is tested for impairment at the reporting
unit level (operating segment or one level below an
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operating segment) annually on October 1 and between annual tests if an event
occurs or circumstances change that would more likely than not reduce the fair
value of a reporting unit below its carrying value. These events or
circumstances could include a significant change in the business climate, legal
factors, operating performance indicators, competition, or sale or disposition
of a significant portion of a reporting unit.
Goodwill is reviewed for impairment using either a qualitative assessment or a
quantitative one-step process. If we perform a qualitative assessment and
determine that the fair value of a reporting unit more likely than not exceeds
the carrying value, no further evaluation is necessary. For reporting units
where we perform the quantitative process, we are required to compare the fair
value of each reporting unit, which we primarily determine using an income
approach based on the present value of discounted cash flows and a market
approach, to the respective carrying value, which includes goodwill. If the fair
value of the reporting unit exceeds its carrying value, the goodwill is not
considered impaired. If the carrying value is higher than the fair value, we
recognize an impairment charge for the amount by which the carrying value
exceeds the reporting unit's estimated fair value.
Application of the goodwill impairment test requires judgment, including the
identification of reporting units, assignment of assets and liabilities to
reporting units, assignment of goodwill to reporting units, and determination of
the fair value of each reporting unit. Performance of the qualitative goodwill
assessment requires judgment in identifying and considering the significance of
relevant key factors, events and circumstances that affect the fair value or
carrying amount of the reporting units. The estimates used to calculate the fair
value of a reporting unit as a part of the quantitative goodwill assessment
change from year to year based on operating results, market conditions, and
other factors. Changes in these estimates and assumptions could materially
affect the determination of fair value and goodwill impairment, if any, for each
reporting unit.
We performed our annual goodwill impairment test as of October 1, 2020 using
both a quantitative assessment (for our Gaming and Digital segments reporting
units and International lottery systems reporting unit) and a qualitative
assessment (for our Instant product and SciPlay reporting units). The test
results for all reporting units for which we performed a quantitative assessment
indicated the fair values significantly exceeded (greater than 20%) the carrying
value.
As described in the "Business Overview - Highlights including recent
developments - Impacts of COVID-19" section above, the COVID-19 pandemic has had
and continues to have an adverse effect on our results of operations, cash flows
and financial condition and has resulted in significant volatility in global
markets. While our 2020 annual goodwill impairment test did not indicate
impairment, continued uncertainty as to the ultimate impact of the COVID-19
disruptions and pace of recovery described above, we believe there to be an
elevated risk of goodwill impairment for the Gaming segment reporting units if
the adverse impact of the disruptions or overall recovery for our Gaming
reporting units sustains over an extended period of time.
The following table summarizes goodwill balances and cushions (excess of fair
value over carrying value) based on the latest annual goodwill test for all of
our Gaming segment reporting units:
                                                      December 31, 2020 Goodwill          FY 2020 Goodwill Testing
                Reporting Unit                          Balance (in millions)                Percentage Cushion
SG Gaming                                                       $1,097                              32%
U.K. Gaming                                                      129                                24%
Casino Management Systems                                        560                                42%
Table Products                                                   639                                45%


Discounted cash flow analysis requires significant judgments, including
estimation of future cash flows, which is dependent on internal forecasts,
estimation of the long-term rate of growth for our business, the relative risk
of achieving those cash flows, and determination of our weighted average cost of
capital, all of which are subject to overall uncertainty about the magnitude and
duration of the COVID-19 disruptions. When using the market approach, we make
judgments about the comparability of publicly traded companies engaged in
similar businesses or public transactions information for similar businesses. We
base our judgments on factors such as size, growth rates, profitability, risk,
and return on investment. We also make judgments when adjusting market multiples
of revenue, and earnings for these companies to reflect their relative
similarity to our business. Specifically, our annual goodwill impairment test as
of October 1, 2020, included our estimated impacts of COVID-19 disruptions,
which for our Gaming segment reporting units assumed returning cash flows to a
normal level in 2023, using market multiples for 2023 and assigning more weight
to the income approach. Our analysis also includes comparison of our reporting
units' total estimated fair values to the total enterprise value and assessing
the implied control premium, supporting the reasonableness of our concluded
estimated fair values determined under the combination of income and market
approaches as of our testing date.
Q1 2020 Legacy U.K. Gaming Impairment Charge
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A substantial portion of our legacy U.K. Gaming reporting unit revenue comes
from Ladbrokes Coral Group (acquired by Entain (formerly GVC Holdings PLC) in
March 2018), which operates LBOs in the U.K. On April 1, 2019, the maximum
stakes limit on fixed-odds betting terminals was reduced from £100 to £2. As a
result of this change, LBO operators began to rationalize their retail
operations, which among other measures has included closure of certain LBO
shops. Consequently, as of October 1, 2019, we concluded that an elevated risk
of goodwill impairment existed for our legacy U.K. Gaming reporting unit as
adverse changes in projections for future operating results or other key
assumptions, such as projected revenue, profit margin, capital expenditures or
cash flows associated with investments included in that reporting unit could
lead to future goodwill impairments.
During the first quarter of 2020, we determined that the COVID-19 disruptions
reached a level that triggered a quantitative test for our legacy U.K. Gaming
reporting unit. Accordingly, we performed a quantitative impairment test by
comparing the fair value of our legacy U.K. Gaming reporting unit to its
carrying value, including goodwill. The fair value of our legacy U.K. Gaming
reporting unit was determined using a combination of both an income approach,
based on the present value of discounted cash flows, and a market approach. Due
to market volatility and limited market data points specific to the nature of
our legacy U.K. Gaming reporting unit operations, we placed greater weight on
the income approach than on the market approach. As a result of this analysis,
we recognized a partial impairment charge totaling $54 million during the first
quarter of 2020, which is the amount by which the carrying value exceeded the
estimated fair value.
We test our other indefinite-lived assets annually for impairment in the fourth
quarter of each fiscal year, or more frequently if events or changes in
circumstances indicate that it is more likely than not that the fair value of an
indefinite-lived asset is less than its carrying value or when circumstances no
longer continue to support an indefinite useful life. An impairment test may be
qualitative or quantitative, depending on the circumstances. When a quantitative
test is performed, fair value is determined using a discounted cash flow
approach where projections of future cash flows generated by those assets are
discounted using an estimated discount rate. We estimate the fair value of our
indefinite-lived assets using the relief-from-royalty method, which uses several
significant assumptions, including an assumed royalty rate, revenue projections
that consider both historical and estimated future results, general economic and
market conditions, and the impact of planned business and operational
strategies. If the indicated fair value of the indefinite-lived asset exceeds
its carrying value, the asset is not considered impaired. In the event that the
fair value of the indefinite-lived asset is less than its carrying value, the
difference is recorded as an impairment charge.
Long-lived assets and finite-lived intangible assets - impairment assessment
We evaluate the recoverability of intangible assets and other long-lived assets
with finite useful lives by comparing the carrying value of the asset group to
the estimated undiscounted future cash flows that we expect the asset to
generate if events or changes in circumstances indicate that these assets are
not recoverable. Any impairment is measured as the amount by which the carrying
value of the asset exceeds the estimated fair value. The fair value is
determined using a discounted cash flow approach where projections of future
cash flows generated by those assets are discounted using an estimated discount
rate. Significant judgment is required to estimate the amount and timing of
future cash flows and the relative risk of achieving those cash flows. We also
make judgments about the remaining useful lives of intangible assets and other
long-lived assets that have finite lives. While we believe our estimates of
future operating results and projected cash flows are reasonable, any
significant adverse changes in key assumptions (i.e., adverse change in the
extent or manner which an asset (asset group) is being used or expectation that,
more likely than not, an asset (asset group) will be sold or otherwise disposed
of before the end of its useful life) or adverse changes in economic and market
conditions may cause a change in our evaluation of recoverability or our
estimation of fair value and could result in an impairment charge that could be
material to our financial statements.
Income taxes
We are subject to the income tax laws of the many jurisdictions in which we
operate. These tax laws are complex, and the manner in which they apply to our
facts is sometimes open to interpretation. In establishing the provision for
income taxes, we must make judgments about the application of these inherently
complex tax laws.
Despite our belief that our tax return positions are consistent with applicable
tax laws, we believe that taxing authorities could challenge certain positions.
Settlement of any challenge can result in no change, a complete disallowance, or
some partial adjustment reached through negotiations or litigation. We record
tax benefits for uncertain tax positions based upon management's evaluation of
the information available at the reporting date. To be recognized in the
financial statements, a tax benefit must be at least more likely than not of
being sustained based on technical merits. The tax benefit for positions meeting
the recognition threshold is measured as the largest benefit more likely than
not of being realized upon ultimate settlement with a taxing authority that has
full knowledge of all relevant information. Significant judgment is required in
making these determinations, and adjustments to uncertain tax positions may be
necessary to reflect actual taxes payable upon settlement. Adjustments related
to positions impacting the effective tax rate affect the provision for income
taxes. Adjustments related to positions impacting the timing of deductions
impact deferred tax assets and liabilities.
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Our income tax positions and analysis are based on currently enacted tax law.
Future changes in tax law could significantly impact the provision for income
taxes, the amount of taxes payable, and the deferred tax asset and liability
balances in future periods. Deferred tax assets generally represent tax benefits
for tax deductions or credits available in future tax returns. Certain estimates
and assumptions are required to determine whether it is more likely than not
that all or some portion of the benefit of a deferred tax asset will not be
realized. In making this assessment, management analyzes and estimates the
impact of future taxable income, available carry-backs and carry-forwards,
reversing temporary differences and available prudent and feasible tax planning
strategies. We have recorded valuation allowances in certain jurisdictions to
reduce our deferred tax assets to the amounts that are more likely than not to
be realized. Should a change in facts or circumstances lead to a change in
judgment about the ultimate realizability of a deferred tax asset, we record or
adjust the related valuation allowance in the annual period that the change in
facts and circumstances occurs, along with a corresponding increase or decrease
in the provision for income taxes.
Legal contingencies
We are subject to certain legal proceedings, demands, claims and threatened
litigation that arise in the normal course of our business. We review the status
of each significant matter quarterly and assess our potential financial
exposure. If the potential loss from any claim or legal proceeding is considered
probable and the amount can be reasonably estimated, we record a liability and
an expense for the estimated loss. If we determine that a loss is reasonably
possible and the range of the loss can be reasonably estimated, then we disclose
the range of the possible loss. Significant judgment is required in the
determination of whether a potential loss is probable, reasonably possible, or
remote and in the determination of whether a potential exposure is reasonably
estimable. Our accruals are based on the best information available at the time.
As additional information becomes available, we reassess the liabilities and
disclosures related to our pending claims and litigation and may revise our
estimates. Potential legal liabilities and the revision of estimates of legal
liabilities could have a material impact on our results of operations, cash
flows and financial position. For discussion of our legal proceedings, see Note
21, which is incorporated by reference into Item 3 of this Annual Report on Form
10-K.
LIQUIDITY, CAPITAL RESOURCES AND WORKING CAPITAL
Cash and available liquidity
As of December 31, 2020, our principal sources of liquidity, other than cash
flows provided by operating activities, were cash and cash equivalents,
including SciPlay cash and cash equivalents (for our SciPlay business segment),
and amounts available under the SciPlay Revolver (for our SciPlay business
segment) discussed below under "Credit Agreement and Other Debt".
The following table summarizes our cash and available revolver capacity as of
December 31, 2020:
                                                     SGC
(in millions)                                (excluding SciPlay)             SciPlay                 Total

Cash and cash equivalents                  $                747          $         269          $      1,016
Revolver capacity                                           650                    150                   800
Revolver capacity drawn or committed to
letters of credit                                          (547)                     -                  (547)
   Total                                   $                850          $         419          $      1,269


On May 7, 2019, SciPlay completed an IPO for an 18.0% minority interest in our
Social gaming business, after giving effect to the underwriters' partial
exercise of their over-allotment option on June 4, 2019. We received
$312 million in net proceeds from the offering (net of $30 million used by
SciPlay to pay the offering fees and the balance retained by SciPlay for general
corporate purposes). Subsequent to the IPO, SciPlay Holding Company, LLC
("SciPlay Holding"), a subsidiary of SciPlay, entered into a $150 million
revolving credit agreement that matures in May 2024. These proceeds enabled us
to reduce our revolving credit facility and other debt in 2019. In 2018, the
amount of dividends declared and paid by SciPlay to SG Gaming was $77 million.
At this time, we do not expect SciPlay to declare or pay any cash dividends,
other than tax distributions and certain cash distributions related to the
impact of taxes pursuant to the TRA, of which payments totaling $15 million were
made for the year ended December 31, 2020.
Sources of liquidity
As of December 31, 2020, we had a total revolver net undrawn revolver balance of
$253 million that remains available for future needs if necessary. During 2020
we drew $530 million under SGI's revolving credit facility and repaid
$190 million. In February of 2021, we made voluntary payment of $100 million on
SGI's revolving credit facility.
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On May 8, 2020, the Company and the requisite lenders under SGI's revolving
credit facility entered into the Credit Agreement Amendment that, among other
things, implements a financial covenant relief period through the end of the
quarter ending March 31, 2021. The Covenant Relief Period was subsequently
extended to March 31, 2022 on October 8, 2020. See Note 1 for additional details
regarding the Credit Agreement Amendment and Credit Agreement Extension
Amendment.
On July 1, 2020, we completed the issuance of $550 million in aggregate
principal amount of 8.625% senior unsecured notes due 2025 in a private offering
and on July 17, 2020 we redeemed all $341 million of our outstanding 2021 Notes
(see above and Note 15).
Total cash held by our foreign subsidiaries was $173 million and $112 million as
of December 31, 2020 and December 31, 2019, respectively. We believe that
substantially all cash held outside the U.S. is free from legal encumbrances or
similar restrictions that would prevent it from being available to meet our
global liquidity needs.
Our Gaming operations and Lottery systems businesses generally require
significant upfront capital expenditures. For Gaming operations, to attract and
retain gaming operations customers, we seek to develop and incorporate the
newest technology within our equipment and products, which may require
additional capital expenditures. Similarly, in connection with a renewal or bid
of a Lottery systems contract, a customer may seek to obtain new equipment or
impose new service requirements, which may require upfront capital expenditures
in order to retain or win the contract. For additional information regarding our
cash needs and related risks, see "Risk Factors" under Part I, Item 1A.
Our Lottery segment's ability to generate revenue and continue to procure new
contracts will depend on, among other things, our then present liquidity levels
or our ability to obtain additional financing on commercially reasonable terms,
which were negatively affected by the COVID-19 pandemic. If we do not have
adequate liquidity or are unable to obtain financing for these upfront cash
payments on favorable terms or at all, we may not be able to bid on certain
contracts, which could restrict our ability to grow and have a material adverse
effect on our results of operations, cash flows and financial condition.
Our ability to make payments on and to refinance our indebtedness and other
obligations depends on our ability to generate cash in the future. From time to
time we have also repurchased or otherwise retired or refinanced our debt,
through our subsidiaries or otherwise, and may continue to do so in the future.
Such activities, if any, will depend on prevailing market conditions,
contractual restrictions and other factors, and the amounts involved may or may
not be material. If we need to refinance all or part of our indebtedness at or
before maturity, we cannot assure that we will be able to obtain new financing
or to refinance any of our indebtedness on commercially reasonable terms or at
all. In the event we pursue significant acquisitions or other expansion
opportunities, conduct significant repurchases of our outstanding securities or
refinance or repay existing debt, we may need to raise additional capital either
through the public or private issuance of equity or debt securities or through
additional borrowings under our existing or additional financing arrangements,
which sources of funds may not necessarily be available on terms acceptable to
us, or at all. For additional information regarding our cash needs and related
risks, see "Risk Factors" under Part I, Item 1A.
In addition, U.S. lottery customers generally require service providers to
provide performance bonds in connection with the relevant contract. As of
December 31, 2020, our outstanding performance bonds totaled $253 million. Our
ability to obtain performance bonds on commercially reasonable terms is subject
to our financial condition and prevailing market conditions, which may be
impacted by economic and political events. Although we have not experienced
difficulty in obtaining such bonds to date, we cannot assure that we will
continue to be able to obtain performance bonds on commercially reasonable
terms, or at all. For additional information regarding our surety or performance
bonds in connection with our contracts, see "Risk Factors" under Part I, Item
1A.
Cash Flow Summary
(in millions)                                                      Year Ended December 31,                      Variance
                                                                    2020                2019                  2020 vs. 2019
Net cash provided by operating activities                     $         471          $   546                $          (75)
Net cash used in investing activities                                  (173)            (263)                           90
Net cash provided by (used in) financing activities                     463             (129)                          592

Effect of exchange rates on cash, cash equivalents and restricted cash

                                                           7                1                             6

Increase in cash, cash equivalents and restricted cash $ 768

$   155                $          613


Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Cash flows from operating activities
Net cash provided by operating activities decreased in 2020 primarily due to
lower cash earnings impacted by the
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COVID-19 business disruptions. The changes in our working capital accounts for
the year ended December 31, 2020 were primarily driven by the following:
•$121 million favorable change in receivables due to timing of collections and
lower billing primarily associated with Gaming segment receivables;
•$14 million favorable change in inventory due to timing of orders and
shipments;
•$35 million unfavorable change in other current assets and liabilities
primarily related to increases in various prepaid expenses and timing of
contract assets and liabilities;
•$60 million favorable change in accounts payable and accrued liabilities
primarily as a result of the timing of expenditures.
Cash flows from investing activities
Net cash used in investing activities decreased primarily due to lower capital
expenditures and proceeds received from the sale of certain properties in
Chicago, which was partially offset by SciPlay's acquisition of Come2Play.
Capital expenditures are composed of investments in systems, equipment and other
assets related to contracts, property and equipment, intangible assets and
software.
Cash flows from financing activities
Net cash provided by financing activities increased primarily due to the $340
million net draw on SGI's revolving credit facility, while the prior year
included $342 million in proceeds from the sale of SciPlay common stock, which
were partially offset by $253 million in net payments on long-term debt and
$23 million in debt issuance, deferred financing and offering costs.
Additionally, during 2020, we received net proceeds of $543 million from the
issuance of 2025 Senior Unsecured Notes partially offset by $1 million in debt
issuance and offering costs and $341 million in net payments for the redemption
of the 2021 Notes.
Credit Agreement and Other Debt
For additional information regarding our credit agreement and other debt,
interest rate risk and interest rate hedging instruments, see "Contractual
Obligations" in this Item 7 below, in Part II, Item 7A "Quantitative and
Qualitative Disclosures About Market Risk" and in Note 15 and Note 16.
Off-Balance Sheet Arrangements
As of December 31, 2020, we did not have any significant off-balance sheet
arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
Contractual Obligations
Our contractual obligations and commercial commitments principally include
obligations associated with our outstanding indebtedness, contractual purchase
obligations and future minimum operating lease obligations and other long-term
liabilities as set forth in the table below as of December 31, 2020:
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(in millions)                                                                    Cash Payments Due In
                                                               Less than 1                                                     More than 5
                                              Total                year              1 - 3 years           4 - 5 years            years
Debt, face value (1)                       $   9,407          $        44          $         89          $      6,269          $   3,005
Interest payments (2)                          2,318                  458                   883                   683                294
License royalty minimum guaranteed
payments                                         178                   45                    74                    59                  -
Purchase obligations (3)                         183                  183                     -                     -                  -
Operating leases (4)                             116                   30                    44                    27                 15
Other obligations (5)                             48                   17                     6                     8                 17
Total contractual obligations              $  12,250          $       777

$ 1,096 $ 7,046 $ 3,331

(1) See Note 15 for information regarding long-term and other debt, including $7 million related to certain revenue transactions presented as debt in accordance with ASC 470 and finance leases. (2) Based on rates in effect on December 31, 2020. (3) Includes, among other contractual obligations, estimated obligations and/or capital commitments in connection with our Gaming and Lottery supply contracts. (4) See Note 14 for information regarding our operating leases. (5) Includes certain other contractual obligations, including pension and estimated contingent acquisition considerations.

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