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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


FORM 8-K


 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 17, 2022
 
Light & Wonder, Inc.
(Exact name of registrant as specified in its charter)
 


Nevada
 
81-0422894
(State or other jurisdiction of incorporation)
 
(IRS Employer
Identification No.)

001-11693
(Commission File Number)
 
6601 Bermuda Road, Las Vegas, NV 89119
(Address of registrant’s principal executive office)
 
(702) 897-7150
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $.001 par value
LNW
The NASDAQ Stock Market
Preferred Stock Purchase Rights
 
The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                                                                                                                                                                                                                                                             ☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 7.01. Regulation FD Disclosure.

As previously announced, Light & Wonder, Inc. (formerly known as Scientific Games Corporation) (the “Company”) is hosting an Investor Day meeting on Tuesday, May 17, 2022. Attached as Exhibit 99.1 are materials to be used by representatives of the Company in connection with the Investor Day presentations. The materials and a webcast of the presentations will be accessible online through the Investors section of the Company’s website located at www.lnw.com.

On May 17, 2022, the Company also issued a press release announcing its Investor Day meeting and supplementing its Investor Day presentations. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in this Item 7.01 as well as in Exhibits 99.1 and 99.2 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Description
   
   
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Date: May 17, 2022
LIGHT & WONDER, INC.
 
 
By:
/s/ Constance P. James
 
 
Name:
Constance P. James
 
 

Title:
Executive Vice President, Chief Financial
Officer, Treasurer and Corporate Secretary
EX-99.1 2 ex99-1.htm INVESTOR DAY PRESENTATION
Exhibit 99.1



 2022Investor Day  May 17, 2022       
 

 2022 Investor Day Agenda  Welcome  Barry Cottle & Jim Bombassei  Board Chair Address  Jamie Odell  Strategic Overview & Opportunity  Barry Cottle  Gaming  Matt Wilson  iGaming  Dylan Slaney  SciPlay  Josh Wilson  Cross-Platform Initiatives Panel  Siobhan Lane, Rich Schneider, Nathan Drane, CameronStewart, Rob Procter  Financial Discussion  Connie James  Q&A    Lunch    2  © 2022 LIGHT & WONDER | CONFIDENTIAL   
 

             3  Forward-Looking Statements  © 2022 LIGHT & WONDER | CONFIDENTIAL    In this presentation, Light & Wonder, Inc. (“Light & Wonder,” “L&W” or the “Company”) makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “target,” “should,” “could,” “potential,” “opportunity,” “goal,” or similar terminology. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things: the impact of the COVID-19 pandemic and any resulting unfavorable social, political, economic and financial conditions, including the temporary and potentially recurring closure of casinos and lottery operations on a jurisdiction-by-jurisdiction basis; risks relating to the intended sale of certain Lottery Business subsidiaries (Scientific Games International GmbH, and its two subsidiaries (the “Austrian Business”)), for which we are awaiting regulatory approval in Austria, which approval is expected to be received and the transaction to be completed by the end of the second quarter of 2022 and the sale of our Sports Betting business, which is expected to be completed in the third quarter of 2022, both subject to applicable regulatory approvals and in the case of the sale of our Sports Betting business, other customary closing conditions (“Pending Divestitures”), including lack of assurance regarding the timing of completion of the pending and proposed transactions and related risks associated with the ongoing operations and activities of the Sports Betting Business, that certain deferred tax assets may not be realized relative to the anticipated tax gain from these divestitures, that the transactions will yield additional value or will not adversely impact our business, financial results, results of operations, cash flows or stock price; our inability to successfully execute our new strategy and impending rebranding initiative; our inability to further de-lever and position the Company for enhanced growth with certain net proceeds from the completed Lottery business sale and the Pending Divestitures; slow growth of new gaming jurisdictions, slow addition of casinos in existing jurisdictions and declines in the replacement cycle of gaming machines; risks relating to foreign operations, including anti-corruption laws, fluctuations in currency rates, restrictions on the payment of dividends from earnings, restrictions on the import of products and financial instability, including the potential impact to our business resulting from the continuing uncertainty following the U.K.’s withdrawal from the European Union; difficulty predicting what impact, if any, new tariffs imposed by and other trade actions taken by the U.S. and foreign jurisdictions could have on our business; U.S. and international economic and industry conditions; level of our indebtedness, higher interest rates, availability or adequacy of cash flows and liquidity to satisfy indebtedness, other obligations or future cash needs; the transition from LIBOR to SOFR, which may adversely affect interest rates; inability to reduce or refinance our indebtedness; restrictions and covenants in debt agreements, including those that could result in acceleration of the maturity of our indebtedness; competition; inability to win, retain or renew, or unfavorable revisions of, existing contracts, and the inability to enter into new contracts; the impact of U.K. legislation approving the reduction of fixed-odds betting terminals maximum stakes limit on LBO operators, including the related closure of certain LBO shops; inability to adapt to, and offer products that keep pace with, evolving technology, including any failure of our investment of significant resources in our R&D efforts; changes in demand for our products and services; inability to benefit from, and risks associated with, strategic equity investments and relationships; inability to achieve some or all of the anticipated benefits of SciPlay being a standalone public company; dependence on suppliers and manufacturers; SciPlay’s dependence on certain key providers; ownership changes and consolidation in the gaming industry; fluctuations in our results due to seasonality and other factors; security and integrity of our products and systems, including the impact of any security breaches or cyber-attacks; protection of our intellectual property, inability to license third-party intellectual property and the intellectual property rights of others; reliance on or failures in information technology and other systems; litigation and other liabilities relating to our business, including litigation and liabilities relating to our contracts and licenses, our products and systems, our employees (including labor disputes), intellectual property, environmental laws and our strategic relationships; reliance on technological blocking systems; challenges or disruptions relating to the completion of the domestic migration to our enterprise resource planning system; laws and government regulations, both foreign and domestic, including those relating to gaming, data privacy and security, including with respect to the collection, storage, use, transmission and protection of personal information and other consumer data, and environmental laws, and those laws and regulations that affect companies conducting business on the internet, including online gambling; legislative interpretation and enforcement, regulatory perception and regulatory risks with respect to gaming, especially internet wagering, social gaming and sports wagering; changes in tax laws or tax rulings, or the examination of our tax positions; opposition to legalized gaming or the expansion thereof and potential restrictions on internet wagering; significant opposition in some jurisdictions to interactive social gaming, including social casino gaming and how such opposition could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern interactive social gaming or social casino gaming specifically, and how this could result in a prohibition on interactive social gaming or social casino gaming altogether, restrict our ability to advertise our games, or substantially increase our costs to comply with these regulations; expectations of shift to regulated digital gaming or sports wagering; inability to develop successful products and services and capitalize on trends and changes in our industries, including the expansion of internet and other forms of digital gaming; the continuing evolution of the scope of data privacy and security regulations, and our belief that the adoption of increasingly restrictive regulations in this area is likely within the U.S. and other jurisdictions; incurrence of restructuring costs; goodwill impairment charges including changes in estimates or judgments related to our impairment analysis of goodwill or other intangible assets; stock price volatility; failure to maintain adequate internal control over financial reporting; dependence on key executives; natural events that disrupt our operations, or those of our customers, suppliers or regulators; and expectations of growth in total consumer spending on social casino gaming.Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in our filings with the Securities and Exchange Commission (“SEC”), including the Company’s current reports on Form 8-K and quarterly reports on Form 10-Q and its latest Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2021 on March 1, 2022 (including under the headings “Forward Looking Statements” and “Risk Factors”). Forward-looking statements speak only as of the date they are made and, except for our ongoing obligations under the U.S. federal securities laws, we undertake no and expressly disclaim any obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.Additional NotesThis presentation may contain references to industry market data and certain industry forecasts. Industry market data and industry forecasts are obtained from publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of that information is not guaranteed. Although we believe industry information to be accurate, it is not independently verified by us and we do not make any representation as to the accuracy of that information. In general, we believe there is less publicly available information concerning the international gaming, social and digital gaming industries than the same industries in the U.S.Due to rounding, certain numbers presented herein may not precisely agree or total to the previously reported amounts.Discontinued OperationsOn September 27, 2021, we entered into a definitive agreement to sell our Sports Betting business to Endeavor Group Holdings, Inc. in a cash and stock transaction, subject to applicable regulatory approvals and other customary conditions. On October 27, 2021, we entered into a definitive agreement to sell our Lottery business to Brookfield Business Partners L.P. together with its institutional partners in a cash transaction, subject to applicable regulatory approvals and customary closing conditions. On April 4, 2022 we completed sale of the Lottery Business, with the exception of the Austria Business, to Brookfield Business Partners L.P. for $5.6 billion in gross cash proceeds with the sale of the Sports Betting Business expected to be completed in the third quarter of 2022, subject to applicable regulatory approvals and other customary conditions. Accordingly, the financial results for our Lottery business and the Sports Betting business presented herein have been reclassified to discontinued operations and prior period Lottery and Sports Betting balance sheet balances have been reclassified to the Asset and Liabilities held for sale lines on the Condensed Consolidated Balance Sheet presented herein in accordance with Accounting Standard Codification 205-20, Presentation of Financial Statements - Discontinued Operations. We report our operations in three business segments—Gaming, SciPlay and iGaming—representing our different products and services. 
 

   Jamie OdellExecutive Chair    4  © 2022 LIGHT & WONDER | CONFIDENTIAL 
 

 Business & Strategy OverviewBarry Cottle       
 

                   6  Transformed Company. Positioned to Win.  © 2022 LIGHT & WONDER | CONFIDENTIAL  Large MarketOpportunity  Unmatched Position  Top Talent & Culture  Compelling Investment Thesis            Clear Roadmap           
 

 $70B TAM  Future of Games…Huge, Growing & Converging  2025 Global Total Addressable Market ("TAM") - based on internal market assessment and consideration of Eilers data.Internal analysis of regulated B2C L&W markets TAM from H2GC base.2021E figures as per Eilers & Kreijcik custom ad-hoc analysis and reports.  7  © 2022 LIGHT & WONDER | CONFIDENTIAL                      $27B(2)iGAMING  $36B(3)SOCIAL &CASUAL  $7B(1)GAMING 
 

   8  Leading Cross-Platform Global Game Company  © 2022 LIGHT & WONDER | CONFIDENTIAL  Only Company with Leading Positions AcrossGaming, iGaming and Social  Singularly Focused on Building Great Games and Franchises  Healthy Balance Sheet Positioned to Unlock Shareholder Value  Positioned to Win & Drive ShareholderValue 
 

                                               LAND-BASED GAMING  iGAMING  Slots  Tables  Systems  Content  Aggregation  PAM  SOCIAL GAMINGSocial Casino Casual  PEER 1  -  -  -  -  PEER 2  -  -  PEER 3  -  -  -  -  PEER 4  -  -  -  -  -  -  -  PEER 5  -  -  -  -  -  PEER 6  -  -  -  -  -  -  Leading Positions with Unmatched Competitive Advantages                                                          9  © 2022 LIGHT & WONDER | CONFIDENTIAL   
 

 Unmatched Portfolio of Evergreen Franchises  10                                            The MONOPOLY name and logo, the distinctive design of the game board, the four corner squares, the MR. MONOPOLY name and character, as well as each of the distinctive elements of the board, cards, and the playing pieces are trademarks of Hasbro for its property trading game and game equipment and are used with permission. © 2022 Hasbro. All Rights Reserved. Licensed by HasbroWILLY WONKA & THE CHOCOLATE FACTORY and all related characters and elements © & ™ Warner Bros. Entertainment Inc. (s22)THE WIZARD OF OZ and all related characters and elements © & ™ Turner Entertainment Co. Judy Garland as Dorothy from THE WIZARD OF OZ. (s22) All other logos signify marks owned by Light & Wonder. © 2022 Light & Wonder. All Rights Reserved.© 2022 LIGHT & WONDER | CONFIDENTIAL 
 

         11  Leading Aggregation Platform and Systems Business  #1  #1  300+  500k  400+  iGaming aggregator  operators  studio  60+ partners  Land-based systems solution  connected EGMs  operators              Global market share  US market share  © 2022 LIGHT & WONDER | CONFIDENTIAL 
 

 12  Clear Roadmap to Drive Long Term Value  © 2022 LIGHT & WONDER | CONFIDENTIAL  1  Creating great content and franchises across Gaming, iGaming and Social  2  Expanding in high-growth digital markets  3  Enabling a seamless player experience with leading platforms  4  De-levering and maximizing cash flow to drive shareholder returns  5  Driven by high performing talent and culture 
 

                     13  Double-Digit CAGR GrowthHigh Recurring & Digital Revenues  15%(1) (2)Targeted Consolidated AEBITDA CAGR by 2025  $10BTargeted Capital Creation by 2025  $1.4B(2)Targeted ConsolidatedAEBITDA by 2025  45%(2)Targeted FCF Conversion by 2025  © 2022 LIGHT & WONDER | CONFIDENTIAL  Attractive Shareholder Value Creation Framework4-Year CAGR through 2025  Compound Annual Growth Rate calculated based on 12/31/2021 financial information.Additional information on the non-GAAP financial measures, Targeted Consolidated AEBITDA and FCF (free cash flows) conversion, is available in the Appendix. 
 

     Leading global game and platform provider  Unmatched market positions and cross-platform capability  Transformed balance sheet  Double-digit CAGR growth, with high margins and robustcash flow generation  Enhanced shareholder value  Compelling Investment Thesis  © 2022 LIGHT & WONDER | CONFIDENTIAL  14  Leading the Future of the Game Industry           
 

                           Executive  Leadership Team    © 2022 LIGHT & WONDER | CONFIDENTIAL 15            Sustainability  Diversity, Equity & Inclusion  Responsible Gaming  Victor Blanco Chief Technology Officer(1)                  Barry CottlePresident & CEO  Matt WilsonCEO, Gaming  Connie James CFO, Treasurer & Corporate Secretary  Dylan SlaneyCEO, iGaming  Josh WilsonCEO, SciPlay  Rich SchneiderChief Product Officer  Roxane Lukas Interim Chief People Officer  James SottileChief Legal Officer  Michael LorelliChief Strategy Officer    Steve Stamstad SVP, Marketing & Communications      Siobhan Lane SVP, Gaming - Chief Commercial Officer    (1) Effective June 2022. 
 

 GamingMatt Wilson       
 

   17  Positioned to Take Share and Drive Shareholder Value  © 2022 LIGHT & WONDER | CONFIDENTIAL  A stable, resilient global marketAn established leader protected by high barriers to entryWell positioned to capture growth opportunities in the twolargest profit poolsThe right playbook to capitalize on substantial growth opportunitiesA proven leadership team and the best talent in the industry                               
 

           18  Leading End-to-End Solutions Provider  © 2022 LIGHT & WONDER | CONFIDENTIAL              SlotsTable Games Systems         
 

       ~80kglobal leasedslots & tables    500k+connected system EGM’s globally    Licensed in345jurisdictions    18kglobal EGM sales in 2021    >50%of average global revenue is recurring, and growing  19  © 2022 LIGHT & WONDER | CONFIDENTIAL  Unmatched Scale and BreadthB Y T H E N U M B E R S ( 1 )   (1) As of and for the year ended December 31, 2021. 
 

 Operating in a Stable, Resilient Industry...    Gaming Gross Revenue has demonstrated consistent growth since 2000                                          $30,000$0  $60,000  $90,000  $120,000  $150,000  2003  2006  2009  2012  2015  2018  2021    U.S. GROSS GAMING REVENUE(1)$ in billions    (1) GGR according to H2 Gambling Capital.  20  © 2022 LIGHT & WONDER | CONFIDENTIAL     
 

 …with High Barriers to Entry…  21  © 2022 LIGHT & WONDER | CONFIDENTIAL        L&W’s leading position protected by economic moats  Highly regulated industry  Significantcap-ex neededto succeed & longdevelopmentlead times  Limited pool of top talent  Long-term customer relationships     
 

                 77%  87%        The top 4providers are maintaining market share throughthe industry’sexpansion  22  © 2022 LIGHT & WONDER | CONFIDENTIAL  90%      GAMING SALES  80%  PREMIUM GAMING LEASES      Top 4  Other      SYSTEMS  TABLES  …Reinforcing Established Leading Providers2021 North American Market Share(1)  (1) Eilers 2021 North American Market Share by Supplier other than tables market share data based on internal analysis. 
 

 23  $7B 2025 TAM Opportunity as Global Gaming Market Fully Recovers  © 2022 LIGHT & WONDER | CONFIDENTIAL          $7B  TOTAL ADDRESSABLE MARKET(1)      (1) Based on internal market assessments and consideration of Eilers data.      North America  International  ~80%  ~20%     
 

 Defending Leading Positions and Capturing Growth Opportunity in Slots        #  2  #  1  In systems and  tables  (1)  In gaming leases and sales(1)      Positioned to capturesignificant shareof the industry’slargest profit pools  24  © 2022 LIGHT & WONDER | CONFIDENTIAL            $2,600  $2,400  $700  $500  Gaming Leases  Gaming Sales  Systems  Tables  2019 TOTAL ADDRESSABLE MARKET(2)  $ in Millions            ~20%  ~20%  ~40%  ~50%  Light & Wonder 2019 Revenue      Total Market  Revenue  Eilers Market Share by Supplier.Global TAM combination of Eilers data and internal assessments where secondary market research data does not exist. 
 

   Transforming the business and capitalizing on core strengths to build onleadership position    25  Executing a Strategy to Outpace Recovery and Capture Share  © 2022 LIGHT & WONDER | CONFIDENTIAL        Disciplined management to support investments  Investment in R&D to fuel growth  Focus on talent to unleash potential 
 

 26  Transforming Gaming to Optimize the Business and Fuel Growth  © 2022 LIGHT & WONDER | CONFIDENTIAL        We are building on our foundation to unlock the power of our platformEstablishing a Global Operating ModelExecuting on Strategic Management SystemIncreasing Investment Capacity through Right- Sized Cost Base     
 

 Revitalizing the Engine of Our Business  2019Inherited a R&D program that wasDecentralized and regionally structured  Not building right games for right markets  Not focused on largest revenue opportunities  TODAYUnlocked the power of R&D investment  Increased disciplined R&D spend  Aligned with highest market opportunities  Gaining insights via global operating model      27  © 2022 LIGHT & WONDER | CONFIDENTIAL      Focused investments in R&D & CapEx drives significant returns & fuels ourfuture growth  (1) CapEx primarily focused on North America Gaming Operations.  Increasing Investment in R&D & CapEx(1)      12%in R&D 
 

 Steady Growth in Premium Install Base Demonstrates Strategy is Working  28  © 2022 LIGHT & WONDER | CONFIDENTIAL      Delivered all-time high of 43%of North American base in premium game leases  NORTH AMERICA GAMING OPERATIONSPremium as % of North America Installed Base    2021    42%    37%  2020    36%  2019    2025    43%  1Q22 
 

 Developing Next Generation Offerings for Each Market Segment  29  © 2022 LIGHT & WONDER | CONFIDENTIAL        KASCADA​      MURAL  KASCADA​ DUALSCREEN  LANDMARK 7000 
 

 30  © 2022 LIGHT & WONDER | CONFIDENTIAL  Proven Leadership Team  Siobhan LaneChief Commercial Officer      Anthony FirmaniChief Operating Officer      Rich SchneiderChief Product Officer      Brian PierceSVP North America Sales  Nathan DraneSVP Global ProductManagement      Victor BlancoChief Technology Officer(1)    Alex Vinogradov Chief Financial Officer      (1) Effective June 2022. 
 

 31  © 2022 LIGHT & WONDER | CONFIDENTIAL  Aligning our top talent with our most promising growth opportunities through Global Creative Centers  Focused on Game  Design Talent to Unleash Potential  Michael MastropietroChicago  Qin YouAustralia  Ted HaseLas Vegas        Roger SnowLas Vegas     
 

 32  Unmatched Portfolio of Hit Franchises…  …With More on theWay                            Strong proprietary evergreen franchises…  The MONOPOLY name and logo, the distinctive design of the game board, the four corner squares, the MR. MONOPOLY name and character, as well as each of the distinctive elements of the board, cards and the playing pieces are trademarks of Hasbro for its property trading game and game equipment and are used with permission. © 2022 Hasbro. All Rights Reserved. Licensed by HasbroWILLY WONKA & THE CHOCOLATE FACTORY and all related characters and elements © & ™ Warner Bros. Entertainment Inc. (s22)THE WIZARD OF OZ and all related characters and elements © & ™ Turner Entertainment Co. Judy Garland as Dorothy from THE WIZARD OF OZ. (s22) All other logos signify marks owned by Light & Wonder. © 2022 Light & Wonder. All Rights Reserved.(1) Company management estimates © 2022 LIGHT & WONDER | CONFIDENTIAL      …3 of the top 4 (1)licensed 3rd party game franchises   
 

         Significant Accomplishments to Date  7  Consecutive quartersof growthin premium Gaming leases  43%of NA base, all timehigh    Our shift in focus is maximizing results          2X  (1)  Ship sharein Australia        33  © 2022 LIGHT & WONDER | CONFIDENTIAL  ~ 3,400  Units sold in North America in Q1 2022  Steadily growing share in Class 3 NA replacement segment  (1) Based on internal reporting 2021 versus 2020. 
 

   34  Positioned to Take Share and Drive Shareholder Value  © 2022 LIGHT & WONDER | CONFIDENTIAL  We operate in a stable, resilient global marketWe are an established leader protected by high barriers to entryWe are well positioned to capture growth opportunitiesin the two largest profit poolsWe have the right playbook to capitalize on substantial growth opportunitiesWe have a proven leadership team and the best talent in the business           
 

 iGamingDylan Slaney       
 

                                   We are creators who are passionate about delivering the best digital experiences to players.  We change the game by buildingnew worlds of play.  The iGaming Team    Dylan SlaneyEVP, CEO iGaming  Sue DawsonDeputy General Counsel  Bob HaysChief Commercial Officer  Dan O’DonoghueTransformation  Katie ByersChief People Officer  Verity LavenderChief Marketing Officer  Rob Procter1PP Content  36  © 2022 LIGHT & WONDER | CONFIDENTIAL  Nick BannonChief Financial Officer 
 

   37  Unique. Leading.And Positioned to Win.  Leading content offering  Unparalleled platform & capabilities  Fast growing opportunity  Differentiated position and value creation                © 2022 LIGHT & WONDER | CONFIDENTIAL 
 

   38  A World of Entertainment Through ONE INTEGRATION  We connect players, studios and operators globally to deliver an unparalleled digital entertainment experience.We make it easy for operators to manage regulatory frameworks & gameplay and provide seamless player account & payment services.  © 2022 LIGHT & WONDER | CONFIDENTIAL 
 

 39  Leading and Trusted iGaming Ecosystem  © 2022 LIGHT & WONDER | CONFIDENTIAL  Content creation    Digital PAM  + Live Casino  Unparalleled combination of solutions         
 

         Unparalleled content in regulated markets3k+ Games  1PP Content  Leveraging L&W’s evergreen franchises and digital native content  2PP Content  Developed in collaboration with partner studios  3PP ContentAggregated from third party studios                      40  © 2022 LIGHT & WONDER | CONFIDENTIAL  (1) OGS GGR internal data Q1 2022.      50%(1)OF OGS VOLUME 
 

                           PLAYERS  OUR STUDIOS                                                PARTNER STUDIOS (EXAMPLES)    OPERATORS                    INTEGRATION  ONE        Leading iGaming Platform                60+STUDIO PARTNERS      300+OPERATOR BRANDS  41  © 2022 LIGHT & WONDER | CONFIDENTIAL 
 

 Positioned to Capture Meaningful Share  Internal analysis of regulated B2C L&W markets TAM from H2GC base and for FY2025.L&W Internal analysis and consensus based on available public quoted sources.  42  © 2022 LIGHT & WONDER | CONFIDENTIAL        $27B+ TAM FY25(1)  23%(2)CAGR 21/25      Markets covered in TAMAdditional growth opportunities   
 

 43  © 2022 LIGHT & WONDER | CONFIDENTIAL  25%Market Share  3XAvg Bet Size v UK  8B+Game Rounds  $4BFY21 TAM  2XGGR/Adultv OSB  52%YTD marketgrowth  The World’s Fastest Growing iGaming Market          (1)  (2)  Internal OGS Data & market share and available industry results for Q1 2022.Selected market stats/sources – E&K April 2022, H2GC, Macquarie Research April 2022. 
 

             44  What If iGaming Followed All Mobile Sports States?    LIVE  LEGAL – NOT LIVE  ACTIVE OR PRE-FILEDLEGISLATION  60%      © 2022 LIGHT & WONDER | CONFIDENTIAL  AGA US Sports Betting Mobile legal landscape as of May 10, 2022.Macquarie Research April 2022.  (1)  OSB Population Penetration by FY23(2) 
 

 13% of USPopulation  25% of USpopulation  $13bn Size of UK & EU today50% of USPopulation  5x75% of USPopulation  $4B  $7.8B  $15.5B  $23.2B  GGR/AdultBase $120PA $116 MI $149 NJ $205US Avg $146    Current state of US iGaming  US Sports estimated to be 60% of US population by FY23    $30B7.5x  HIGHER GGR/ADULT 30% FY22 GROWTH RATE  45      The US GGR Size of the Prize(1)        (1) Internal analysis based on publicly available market data and estimations for U.S. Live Casino.  © 2022 LIGHT & WONDER | CONFIDENTIAL 
 

 46  Strategic Growth Pillars  © 2022 LIGHT & WONDER | CONFIDENTIAL  1  Extend leading position in first-party content  2  Win in North America  3  Accelerate the growth of OpenGaming  4  Launch live Casino – U.S. share gain   
 

                 1 . E X T E N D L E A D I N G P O S I T I O N I N F I R S T - P A R T Y C O N T E N T  47  © 2022 LIGHT & WONDER | CONFIDENTIAL          +  =  Unparalleled Position                        Games and Franchises Players Love 
 

   48  © 20 LIGHT & WONDER | CONFIDENTIAL  Our First Party Content Continues to Out-Perform(1)16/20Top games on OGS in the US Market are L&W 1PP Games#1 US Top Grossing Game88 Fortunes#1 UK Game launchRainbow Riches – Rainbow Frenzy#1 US Game launchHurricane Horse Coin Combo  1 . E X T E N D L E A D I N G P O S I T I O N I N F I R S T - P A R T Y C O N T E N T    (1) Internal OGS data and E&K market reports. 
 

                 49  Leading Digital Native Content    B I G G E S T E V E R L A U N C H  B I G G E S T E V E R L A U N C H          1 . E X T E N D L E A D I N G P O S I T I O N I N F I R S T - P A R T Y C O N T E N T        7CONSECUTIVE MONTHSOF GROWTH    RECORDQ1’22 & APR YOY  © 2022 LIGHT & WONDER | CONFIDENTIAL 
 

 Unmatched. Scale. Product Portfolio. Relationships.      2 . W I N N I N G I N N O R T H A M E R I C A                Land-based Content  Digital-first Content  Content Aggregation  Player Account Management  Live Casino              PEER 1  -    -  -    PEER 2  -          PEER 3          -  PEER 4  -  -      -                                      50  © 2022 LIGHT & WONDER | CONFIDENTIAL   
 

   51  © 2022 LIGHT & WONDER | CONFIDENTIAL  Unparalleled and scalable offering that makes us an invaluable partner to both content studios and operators      Winning the U.S.  2 . W I N N I N G I N N O R T H A M E R I C A  New Vegas studio with 100% focus on U.S.  Leading land-based and digital native content  Market-leading U.S.-focused jackpot strategy   
 

                 52  © 2022 LIGHT & WONDER | CONFIDENTIAL 
 

   53  © 2022 LIGHT & WONDER | CONFIDENTIAL  Industry-leading Data Science  New Player Segments  INSIGHTS from ALL GAMES  Strategic Asset  Informing game roadmaps and decisions  Unparalleled Entertainment. Unparalleled Data & Insights.    50B+ANNUAL GAME ROUNDS  3 . A C C E L E R A T E T H E G R O W T H O F O P E N G A M I N G  (1) Internal OGS data 2021/2022.  (1) 
 

 Player engagement  Exclusivity & flexibility  L&W IP  Open gaming  Player convergence  54  Winning in Live Casino  © 2022 LIGHT & WONDER | CONFIDENTIAL          4 . L A U N C H L I V E C A S I N O – U S S H A R E G A I N    Live IN THE US IN Q4 2022 (1)  (1) Targeted launch date. 
 

   Key Takeaways  © 2022 LIGHT & WONDER | CONFIDENTIAL  Unmatched ecosystem to offer players  Uniquely positioned as a developer and distributor  Expanding share in growing markets  Accelerating investments in content and tech  Operating at the heart of digital convergence  55    An unbeatable platform from which to seize tremendous opportunity in the iGaming market           

 

   Josh Wilson                       
 

             Agenda  Who We Are  Our OpportunityOur Strategy For Success Our Financial Profile        57  © 2022 SCIPLAY | CONFIDENTIAL 
 

             Our team brings a deep breadth of knowledge built over an average of 25 years  work experience in digital and entertainmentand an average tenure of 13 years at SciPlay  Joshua J. WilsonChief Executive Officer  Aaron SchurmanFounder and Chief Gamer  Forrest StoweChief Technology Officer  Destry DavisonManaging Director, Casino  Noga HalperinChief Revenue Officer  Jim ThompsonChief Business Officer  Danny MoyChief Strategy Officer  58  The SciPlay Team  © 2022 SCIPLAY | CONFIDENTIAL                            Kimber DallVP of People Operations  Daniel O’QuinnInterim CFO    Rob GustafsonGeneral Counsel                   
 

                     59  Studios Around the World  © 2022 SCIPLAY | CONFIDENTIAL  CEDAR FALLS, IOWA    We draw on a wealth of global talent to create innovative games  Bangalore, India  Oulu, FinlandKyiv, Ukraine  Austin, Texas  Ankara, Turkey            Tel Aviv, Israel   
 

                   60  Driving Compelling Organic Growth  © 2022 SCIPLAY | CONFIDENTIAL  DRIVING SUBSTANTIAL GROWTH  Revenue, $ in millions  (1)Since 2012more than2xthe social casino market                          $95  $123  $169  $275  $361  $416  $466  $582  $606  $222012 (U) 2013 (U) 2014 (U) 2015 2016 2017 2018 2019 2020 2021  48%growth in ARPDAU(2)since 2019  8.9%payer conversion(3) in last two quarters  0.6Maverage monthly paying usersin 1Q ‘22  44.5%CAGR    As per Eilers & Krejcik reports.Average Revenue Per Daily Active User.Average Monthly Paying Users (MPU) for the period divided by Average Monthly Active Users (MAU) for the same period (payer conversion).Note: Revenue for the fiscal years 2012-2014 are unaudited and derived from the audited financial statements and accounting records of Light & Wonder, Inc. (formerly known as Scientific Games Corporation). 
 

                 61  Capturing Significant Market Opportunity  © 2022 SCIPLAY | CONFIDENTIAL  $  Mobile Games    SciPlay Market  100BO(1pp)ortunity        CasualPuzzle games Card games Board gamesHyper-casual games  Social Casino  $$2386BB(1() 1)  +15% YoY  $8B(1)+8% YoY                            (1) 2021E figures as per Eilers & Krejcik custom ad-hoc analysis and reports. 
 

             62  How We Make andRun Games  © 2022 SCIPLAY | CONFIDENTIAL    Simple Core Gam  e    Meta Games  Data & Economy  New UserReach  Live Ops/ Events                                           
 

             63  How We Are Growing Our Business  © 2022 SCIPLAY | CONFIDENTIAL  Scaling our current core games    Adding new games to the  portfolio                        Project X    NEW GAME 2    NEW GAME 3    + NEW GAMES         
 

             64  Investing in the SciPlay Engine to Scale and Grow Games  © 2022 SCIPLAY | CONFIDENTIAL    Project All-Star       
 

             65  Project All-Star Impact  © 2022 SCIPLAY | CONFIDENTIAL    1 Q 2022 REVENUE RECORDS  Achieved 6th consecutive quarterly revenue record  Delivered one of the highest quarterly revenues  Record quarterly revenue      A MRPPU( 2 )  ARPDAU(3)                     6.1%  PAYER CONVERSION RATE (1) 8.9%  1Q19  1Q22        +46  %        $76.51  $92. 45  1Q19  1Q22        +21  %        $0.48  $0.7 4  1Q19  1Q22        +54  %  Average Monthly Paying Users (MPU) for the period divided by Average Monthly Active Users (MAU) for the same period (payer conversion).Average Monthly Revenue Per Paying User.Average Revenue Per Daily Active User. 
 

               66  Investing in the SciPlay Engine to Scale and Grow Games  © 2022 SCIPLAY | CONFIDENTIAL          Direct to Consumer PlatformData Science & Analytics Investment in Ad TechProject All-Star        SciPlayEngine 
 

             67  © 2022 LIGHT & WONDER | CONFIDENTIAL        Similarplayer type  Similargame loop  Similarlive ops / meta        Launching New GamesStrong synergies between Social Casino and Casual        Adding 1 to 2 new games per year     
 

             68  We are Layering on New Games…  © 2022 SCIPLAY | CONFIDENTIAL          Bingo Showdown Revenue  Launched Solitaire Pets Adventure in December          100% organically developed our first casual game leveraging their talent and game design expertise      3x      Project X   
 

             69  © 2022 SCIPLAY | CONFIDENTIAL  Diligent process of finding great companies                                                  Talent & Culture  Products and Technology  Capabilities  Strong Financial Profile                                            Broadens global player network  Expands first party data  Diversifies revenue streams in growing $13B(1) global mobile in-game advertising market  Daily active users (DAUs)  1.7MMonthly active users (MAUs)  27.8M                      Over last 2 years, 6 Games Reached  #  1 Top Free Game(2)                      Synergies to SciPlay on Day 1:        …Complemented by Great Game Creators and Operators  Alictus Acquisition  As per Eilers & Krejcik custom ad-hoc analysis and reports.U.S. App Store as per data.ai 
 

               70  Investing in Talent  © 2022 LIGHT & WONDER | CONFIDENTIAL  Recruiting the best talent in the business & building great employer brandingBuilding a culture that embraces innovation and develops our peopleCreating opportunities for our teammates to grow & excel        CKATCBEEYAUDDINSVATG, VIRUANIKFVL,AOR,TLIAERSLXIERSNA,,A,EISIENOLDWI A 
 

 
 Becoming the Leading Diversified Mobile Game  Company, Singularly Focused on Players Social Casino Casual Leading Diversified Portfolio Evolution powered by SciPlay engine


             Deliver Growth by Scaling Core Business and Launching New Games  I LLUSTRATIVE REVENUE GROWTH        Layering in newrevenue    Fueling growth in core business            CORE GAMES  NEW GAMES  72  © 2022 SCIPLAY | CONFIDENTIAL 
 

             73  Executing Our StrategyResults in a Strong Financial Profile  © 2022 SCIPLAY | CONFIDENTIAL  Healthy margin and highly cash generative business delivers strong balance sheet  REVENUE          $466  $606  FY19  FY21        +30  %  AEBITDA (1)          $122  $186  FY19  FY21        +52  %  FREE CASH FLOW (1)           $82  $149  FY19  FY21        +82  %  All numbers are in millions.(1) Adjusted EBITDA (AEBITDA) and Free Cash Flow denote non-GAAP financial measures and are reconciled to the most directly comparable GAAP measure in the tables in the appendix. 
 

         74  Becoming a Diversified Mobile Game Company  © 2022 SCIPLAY | CONFIDENTIAL  Grow Core Business                  Positioned to win share and drive long-term sustainable growth      Launch New Games  Invest in SciPlay Engine  Invest in Talent      Increase Shareholder Value 
 

 The Power of Cross- Platform        P R O P R I E T A R Y & C O N F I D E N T I A L 
 

 76  © 2022 LIGHT & WONDER | CONFIDENTIAL  “Players engage with us 30% more when they play in both channels compared to just a single channel.”  British Columbia Lottery Corporation (BCLC)   
 

 The Power of Cross- Platform Panel    Siobhan LaneChief Commercial Officer | Light & Wonder  Rich SchneiderChief Product Officer | Light & Wonder  Nathan DraneSVP Global Product Management | Light & Wonder  Cameron StewartVP Product Management | SciPlay  Rob ProcterVP Game Development | Light & Wonder  77  © 2022 LIGHT & WONDER | CONFIDENTIAL                     
 

 Financial Outlook & Capital DeploymentConnie James     
 

           79  © 2022 LIGHT & WONDER | CONFIDENTIAL  Value Creation Framework    Enhanced Shareholder Value                                                                                                                                                                                                                                                                                                                                                             
 

 80  Strong Foundation with Transformed Financial Profile  © 2022 LIGHT & WONDER | CONFIDENTIAL      DIGITAL REVENUES    RECURRING REVENUES( 1)    ~75%2021        ~40%2021      ADJUSTED NET DEBT LEVERAGE RATIO ( 2)( 3)  CONSOLIDATED AEBITDA MARGIN ( 2)      Includes Gaming Operations, ongoing Gaming systems maintenance, table services/rental agreements, iGaming and SciPlay revenues.Denotes a non-GAAP financial measure and is reconciled to the most directly comparable GAAP measure in our Appendix.Adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery business sale in Q2 2022.  35%1Q22  3.7xDown 65% from peak net debt leverage ratio(2) as of year end 2020 
 

   81  © 2022 LIGHT & WONDER | CONFIDENTIAL  targeted 15%  2021 – 2025 CAGR(2)  2021  2025      $793M  CONSOLIDATED AEBITDA(1)  Sustainable Double-Digit GrowthGROWTH DRIVERS          iGaming - $27B TAMU.S. and International proliferationParticipate in all parts of the value chainShare gains with increase in original content  and expansion into Live-dealer    Gaming - $7B TAMRobust product roadmapShare gains in Game Ops and Game SalesFull global market recovery  Denotes a non-GAAP financial measure and is reconciled to the most directly comparable GAAP measure in the Appendix.Compound Annual Growth Rate.Additional information on the non-GAAP financial measure targeted Consolidated AEBITDA is available in the Appendix.Average Revenue Per Daily Active User.  targeted$1.4B (3)    Collective$70B  TAM SciPlay - $36B TAMSocial casino business outpace market growthGrow ARPDAU (4) in line with peersGrowing pipeline of games with expansion in casual and into ad monetization 
 

 82  © 2022 LIGHT & WONDER | CONFIDENTIAL    NORTH AMERICA GAMING OPERATIONS GAME SALES        Source: Internal data & Max Gaming industry estimates.Source: Eilers 4Q21 & CY21 Suppliers KPI.Source: Eilers 4Q21 Tables & Slots.    42%    37%    36%  Market leader in Tables and Shufflers(3)Grow market leading positions with best-in-class IP driving recurring revenue      #1 position in global Systems(2)iView4 upgrades to drive cashless adoptionExpect to exceed revenues achieved in 2019  NORTH AMERICA SYSTEMS  Grew Premium installed base 14 ppt from 2019 to 2021Premium units at record 43% of North America Installed Base at 1Q22Expect Premium mix to be 50% of North America Installed Base by 2025  TABLES        12%      21%    2021  2025  2021  2025    ANZShare(1)  N.A.Share(2)      Expect full market recovery in North America in 2023Expect to have cabinets in all critical segments by end of 2022Nearly doubled ANZ share YoY in 2021 with potential for incremental share gains  Sustainable Double Digit Growth Profile: Gaming  Premium as % of North America Installed Base    43%  2019 2020 2021 1Q22 2025  #1 
 

 83  Sustainable Double Digit Growth Profile: iGaming  © 2022 LIGHT & WONDER | CONFIDENTIAL  (1) Targeted growth based on internal data on OpenGaming System platform.  Legalization in the U.S. and new international territories coming on boardGrowing original content to take shareLeveraging aggregation platform to scaleLeading digital walletLive-dealer expansion  L&W receiving a percentage of Global NGR and participating in all parts of the value chain      2021  2025        2021  2025    U.S. B2B Market Share(1)  U.K. & Europe B2B Market Share(1)  ~25%  ~15%      Building Blocks        $27BTAM 
 

           84  © 2022 LIGHT & WONDER | CONFIDENTIAL  Expect SciPlay to outpace market growthInvestments to drive engagement and monetizationClosing ARPDAU(2) gap with industry peers    2021(3)  2025(4)  Market Share  Amounts as per Eilers & Krejcik custom ad-hoc analysis and reports.​Average Revenue Per Daily Active User.Source: Eilers 4Q21 & CY21 Social Casino Tracker.Targeted growth based on internal data.    ~8%    Launching new gamesExpanding into ad monetizationBuilding direct to consumer platform        Sustainable Double Digit Growth Profile: SciPlay    Evolving into a diversified mobile game developer    $36Bsocial and casual TAM (1)  Casual  Social Casino 
 

 85  © 2022 LIGHT & WONDER | CONFIDENTIAL  Cost realignmentRationalized gaming product portfolioInstituted global supply chainReduced facilities footprintLeaned into cost-efficient developmentcentersReengineered processes to drive improved cash conversion cycle  Executing on Margin Expansion Initiatives    Continue to have rigor around our expense base while driving incremental savings to the bottom line     $100M COST OPTIMIZATION Key Initiatives Disciplined Reinvestment  Reinvested in R&DFocusing on highest ROI opportunitiesAll investments must meet financial hurdles   
 

   86  Highly Cash Generative Business  © 2022 LIGHT & WONDER | CONFIDENTIAL  2021  2022 to 2025(3)            2020  FREE CASH FLOW CONVERSION( 1)  $M      2019  Denotes a non-GAAP financial measure and is reconciled to the most directly comparable GAAP measure in the tables in the Appendix for 2019-2021. Free cash flow data for 2019 through Q1 2022 represents combined free cash flow of discontinued and continuing operations.Term loan interest rate calculated based on the current interest rate, undrawn revolving credit facility and a portion of 2025 Secured Notes reflective of an interest rate of approximately 2.946% as a result of certain cross-currency interest rate swap agreements, more fully described in the principal debt balance supplemental information at the end of this release.Additional information on the non-GAAP financial measure targeted Free Cash Flow Conversion is available in the Appendix.    targeted45%    INTEREST EXPENSE  $M             $478M  2021  Post Lottery Sale and Refinancing Transactions  Post Sports Betting Sale  $225M(2) run-rate  annualized cash interest savings  23%17%  33% 
 

       87  Significant Capital Creation2022 to 2025  © 2022 LIGHT & WONDER | CONFIDENTIAL  ~$5.8B  45%  $up to 2.3B2.5x to 3.5x targeted net debtleverage ratio(1)  Lottery Sale and Pending Sports Betting Divestiture After-tax Cash Proceeds  TargetedDebt Capacity  (1) Additional information on the non-GAAP financial measures targeted Free Cash Flow Conversion rate and net debt leverage ratio is available in the Appendix.  Targeted Free Cash FlowConversion rate (1)  $10B targetAvailable Capital to Deploy     
 

 88  Pursuing Balanced and Opportunistic Capital Allocation Strategy to Enhance Value  © 2022 LIGHT & WONDER | CONFIDENTIAL  123        Debt Reduction  Returning Capital to Shareholders Through Share Repurchases  Disciplined Investment in Key Growth Opportunities   
 

   89  Transformed Balance Sheet & Credit Profile  © 2022 LIGHT & WONDER | CONFIDENTIAL  Denotes a non-GAAP financial measure and is reconciled to the most directly comparable GAAP measure in our Appendix.Adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery business sale in Q2, 2022.Additional information on the non-GAAP financial measure targeted net debt leverage ratio is available in the Appendix.              9.6x  6.1x  3.7x  2.5x to 3.5x  1Q21  1Q22  Targeted Net Debt Leverage Ratio(3)Post Sports Betting Sale  NET DEBT LEVERAGE RATIO(1)  $B   Net Debt$8.3  Net Debt$8.4  >63%REDUCTION  7 TURNS  Net Debt$3.3    Adjusted Q1 2022 NetDebt Leverage Ratio(2)   
 

 90  Returning Significant Capital Through Share Repurchase  © 2022 LIGHT & WONDER | CONFIDENTIAL  Continue to be an active buyer of our shares in the market  (1) The amount and share count as of May 9, 2022.  $750MShare Repurchase Program  $147M or 2.5MShares Purchased(1)  ~2.5%of Shares Outstanding     
 

 Investing to Grow Organically    R&D  CAPEX    ~$1.9B  Scaling original game launchesEvery dollar invested in content R&D is highly accretive    PLANNED R&D & CAPEX INVESTMENTS 2022 - 2025R&D ~10% OF REVENUE  Grow Premium Gaming Operations footprintModernize our systemsEnhance digital platformsScale live-dealer business    CAPEX ~7% OF REVENUE  91  © 2022 LIGHT & WONDER | CONFIDENTIAL 
 

     92  Disciplined Approach to Investing  © 2022 LIGHT & WONDER | CONFIDENTIAL  INORGANIC      Exceeds Financial Hurdles      Complements Core Capabilities  Accelerates Strategic Considerations            PERFORMANCE OF RECENT ACQUISITIONS        Lightning Box achieved 7 consecutive record months of GGR  Launching a new U.S. title everymonth  ELK posted record GGR levels since acquisition  Launching content in the U.S. in 2H2022 
 

 93  © 2022 LIGHT & WONDER | CONFIDENTIAL        Significant Capital AllocationTarget $10B createdby 2025  Key Takeaways          Enviable and Durable Financial Profile  $1.4B of targeted Consolidated AEBITDA by 2025(1)  Radically Transformed Balance Sheet  Equity Story        (1) Additional information on the non-GAAP financial measure targeted Consolidated AEBITDA is available in the Appendix.    Delivering Significant Shareholder Value 
 

 Q&A        P R O P R I E T A R Y & C O N F I D E N T I A L 
 

   Leading global game and platform provider  Unmatched market positions and cross-platform capability  Transformed balance sheet  Double-digit CAGR growth, with high margins and robustcash flow generation  Enhanced shareholder value  Compelling Investment Thesis  © 2022 LIGHT & WONDER | CONFIDENTIAL  95              Leading the Future of the Game Industry 
 

 Appendix        P R O P R I E T A R Y & C O N F I D E N T I A L 
 

 97  © 2022 LIGHT & WONDER | CONFIDENTIAL  Non-GAAP financial measures  The Company’s management uses the following non-GAAP financial measures in conjunction with GAAP financial measures: Consolidated AEBITDA (representing continuing operations), AEBITDA from discontinued operations, Combined AEBITDA, Free cash flow (representing continuing operations), Free cash flow conversion, Free cash flow from discontinued operations, Combined free cash flow, EBITDA from equity investments included in discontinued operations, Net debt and Net debt leverage ratio, Adjusted net debt reflecting refinancing transactions and the Lottery Business sale and Adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery Business sale and Adjusted outstanding debt (each, as described more fully below). These non-GAAP financial measures are presented as supplemental disclosures. They should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with GAAP, and should be read in conjunction with the Company’s financial statements filed with the SEC. The non-GAAP financial measures used by the Company may differ from similarly titled measures presented by other companies. Specifically, the Company’s management uses Consolidated AEBITDA to, among other things: (i) monitor and evaluate the performance of the Company’s continuing operations; (ii) facilitate management’s internal and external comparisons of the Company’s consolidated historical operating performance; and (iii) analyze and evaluate financial and strategic planning decisions regarding future operating investments and operating budgets. In addition, the Company’s management uses Consolidated AEBITDA to facilitate management’s external comparisons of the Company’s consolidated results from continuing operations to the historical operating performance of other companies that may have different capital structures and debt levels. The Company’s management uses Adjusted outstanding debt, Net debt and Net debt leverage ratio in monitoring and evaluating the Company’s overall liquidity, financial flexibility and leverage and management uses Adjusted Net debt and Adjusted Net debt leverage ratio as supplemental information reflecting impact of refinancing transactions and the Lottery Business sale occurring in April 2022. As described in this presentation, the Company divested its Lottery business excluding the sale of certain international Lottery business subsidiaries (Scientific Games International GmbH, and its two subsidiaries (the “Austria Business”)), for which we are awaiting regulatory approval in Austria, which approval is expected to be received and the transaction to be completed by the end of the second quarter of 2022, with $104 million in additional expected gross cash proceeds, subject to customary closing conditions. and is in the process of divesting its Sports Betting businesses and as such, historical financial information for these businesses is classified as discontinued operations, as described above. The Company’s management believes that Combined AEBITDA, Combined free cash flow and Free cash flow conversion are useful during the period until the disposition occurs as they provide management and investors with information regarding the Company’s combined financial condition and operating performance under the structure as of March 31, 2022, including for prior period comparisons, as the Company is finalizing the divestiture and transforming the Company’s strategy. Additionally, as the business held for sale is still subject to our debt agreements, the Company uses Combined AEBITDA in determining its debt compliance as required under its debt covenants. In addition, as these entities are still consolidated, Combined free cash flow provides greater visibility into cash available for the continuing operations to use in investing and financing decisions as this Free cash flow remains available for such decisions. The Company’s management believes that these non-GAAP financial measures are useful as they provide management and investors with information regarding the Company’s financial condition and operating performance that is an integral part of management’s reporting and planning processes. In particular, the Company’s management believes that Consolidated AEBITDA and Combined AEBITDA are helpful because these non-GAAP financial measures eliminate the effects of restructuring, transaction, integration or other items that management believes are less indicative of the ongoing underlying performance of continuing operations or on a combined basis, (as more fully described below) and are better evaluated separately. Moreover, management believes EBITDA from equity investments included in discontinued operations is useful to investors because the Company’s Lottery business is conducted through a number of equity investments, and this measure eliminates financial items from the equity investees’ earnings that management believes have less bearing on the equity investees’ performance. Management believes that Free cash flow and Combined free cash flow provide useful information regarding the Company’s liquidity and its ability to service debt and fund investments. Management also believes that Free cash flow and Combined free cash flow are useful for investors because they provide investors with important perspectives on the cash available for debt repayment and other strategic measures, after making necessary capital investments in property and equipment, necessary license payments to support the ongoing business operations, adjustments for changes in restricted cash impacting working capital and taking into account cash flows relating to the Company’s equity investments. Additionally, management believes that AEBITDA from discontinued operations and Free cash flow from discontinued operations provide useful information regarding the Company’s operations that are in the process of being divested and provide the impact of those businesses on the overall financial results for the periods presented as they currently remain under the current structure of the Company. These non-GAAP measures are derived based on the historical records and include only those direct costs that are allocated to discontinued operations and as such do not include all of the expenses that would have been incurred by these businesses as a standalone company or other Corporate and shared allocations and such differences might be material.Consolidated AEBITDA (representing AEBITDA from continuing operations)Consolidated AEBITDA, as used herein, is a non-GAAP financial measure that is presented as a supplemental disclosure of the Company’s continuing operations and is reconciled to net income (loss) from continuing operations as the most directly comparable GAAP measure, as set forth in the schedule titled “Reconciliation of Net Income Attributable to L&W to Consolidated AEBITDA – Continuing Operations.” Consolidated AEBITDA should not be considered in isolation of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read in conjunction with the Company's financial statements filed with the SEC. Consolidated AEBITDA may differ from similarly titled measures presented by other companies. Consolidated AEBITDA is reconciled to Net income (loss) attributable to L&W and includes the following adjustments: (1) Net income attributable to noncontrolling interest; (2) Net income from discontinued operations, net of tax; (3) Restructuring and other, which includes charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; (v) major litigation; and (vi) acquisition costs and other unusual items; (4) Depreciation amortization and impairment charges and Goodwill impairments; (5) change in fair value of investments and Gain on remeasurement of debt; (6) Interest expense; (7) Income tax expense (benefit); (8) Stock-based compensation; and (9) Other income, net including foreign currency (gains) and losses, and earnings from equity investments. AEBITDA is presented exclusively as our segment measure of profit or loss. The forward-looking non-GAAP financial measure targeted Consolidated AEBITDA represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted Consolidated AEBITDA to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.AEBITDA from Discontinued OperationsAEBITDA from discontinued operations, as used herein, is a non-GAAP financial measure that is presented as a supplemental disclosure for the Company’s discontinued operations and is reconciled to net income from discontinued operations, net of tax as the most directly comparable GAAP measure, as set forth in the schedule titled “Reconciliation of Net Income from Discontinued Operations, Net of Tax to AEBITDA from Discontinued Operations.” AEBITDA from discontinued operations should not be considered in isolation of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read in conjunction with the Company's financial statements filed with the SEC. AEBITDA from discontinued operations may differ from similarly titled measures presented by other companies. AEBITDA from discontinued operations is reconciled to Net income from discontinued operations, net of tax and includes the following adjustments: (1) Restructuring and other, which includes charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; (v) major litigation; and (vi) acquisition costs and other unusual items; (2) Depreciation, amortization and impairment charges and Goodwill impairments; (3) Income tax expense; and (4) Stock-based compensation and other, net. In addition to the preceding adjustments, we exclude Earnings from equity investments and add (without duplication) discontinued operations pro rata share of EBITDA from equity investments, which represents their share of earnings (whether or not distributed) before income tax expense, depreciation and amortization expense, and interest expense, net of our joint ventures and minority investees, which is included in our calculation of AEBITDA from discontinued operations. 
 

 98  Non-GAAP financial measures (continued)  © 2022 LIGHT & WONDER | CONFIDENTIAL  Combined AEBITDACombined AEBITDA, as used herein, is a non-GAAP financial measure that combines Consolidated AEBITDA (representing our continuing operations), AEBITDA from discontinued operations and EBITDA from equity investments included in continuing operations and is presented as a supplemental disclosure. Combined AEBITDA should not be considered in isolation of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read in conjunction with the Company's financial statements filed with the SEC. Combined AEBITDA may differ from similarly titled measures presented by other companies.Free Cash Flow - Continuing OperationsFree cash flow, as used herein, represents net cash provided by operating activities from continuing operations less total capital expenditures, less payments on license obligations, less contributions to equity method investments plus distributions of capital from equity investments, and adjusted for changes in restricted cash impacting working capital. Free cash flow is a non-GAAP financial measure that is presented as a supplemental disclosure for illustrative purposes only and is reconciled to net cash provided by operating activities, the most directly comparable GAAP measure, in a schedule below and representing Free cash flows of our continuing operations.Free Cash Flow from Discontinued OperationsFree cash flow from discontinued operations, as used herein, represents net cash provided by operating activities from discontinued operations less total capital expenditures, less payments on license obligations, less contributions to equity method investments plus distributions of capital from equity investments, and adjusted for changes in restricted cash impacting working capital. Free cash flow from discontinued operations is a non-GAAP financial measure that is presented as a supplemental disclosure for illustrative purposes only and is reconciled to net cash provided by operating activities from discontinued operations, the most directly comparable GAAP measure, in a schedule below.Combined Free Cash FlowCombined free cash flow, as used herein, represents a non-GAAP financial measure that combines Free cash flows from continuing operations and Free cash flows from discontinued operations and is presented as a supplemental disclosure for illustrative purposes only.EBITDA from Equity InvestmentsEBITDA from equity investments, as used herein, represents our share of earnings (loss) (whether or not distributed to us) plus income tax expense, depreciation and amortization expense (inclusive of amortization of payments made to customers for LNS), interest (income) expense, net, and other non-cash and unusual items from our joint ventures and minority investees. EBITDA from equity investments is a non-GAAP financial measure that is presented as supplemental disclosure for illustrative purposes only and is reconciled to earnings (loss) of equity investments, the most directly comparable GAAP measure, in a schedule below.Net Debt and Net Debt Leverage RatioNet debt is defined as total principal face value of debt outstanding, the most directly comparable GAAP measure, less combined cash and cash equivalents. Principal face value of debt outstanding includes the face value of debt issued under Senior Secured Credit Facilities, Senior Notes and Subordinated Notes, which are all described in Note 15 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and in Note 11 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, but it does not include other long term obligations of $3 million primarily comprised of certain revenue transactions presented as debt in accordance with ASC 470. In addition, principal face value of debt outstanding with respect to the 2026 Secured Euro Notes and 2026 Unsecured Euro Notes are translated at the constant foreign exchange rate at issuance of these notes as those amounts remain payable at the original issuance amounts in Euro. Net debt leverage ratio, as used herein, represents Net debt divided by Combined AEBITDA (as defined above). The forward-looking non-GAAP financial measure targeted net debt leverage ratio represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted net debt leverage ratio to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.Adjusted Outstanding Debt, Adjusted Net Debt and Adjusted Net Debt Leverage Ratio, all Reflecting Refinancing Transactions and the Lottery Business SaleAdjusted outstanding debt as used herein, is a non-GAAP financial measure, that represents the principal amount of outstanding debt as of March 31, 2022 that conforms to the presentation found in Note 11 to the Consolidated Financial Statements in our March 31, 2022 Form 10-Q, adjusted for the impact of the April 14, 2022 refinancing transactions. Adjusted net debt reflecting refinancing transactions and the Lottery Business sale, as used herein, is a non-GAAP financial measure defined as net debt as of March 31, 2022, plus pending Austria Lottery business proceeds of approximately $104 million less cash held at Lottery business. Adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery Business sale, as used herein, is a non-GAAP financial measure defined as adjusted net debt reflecting refinancing transactions and the Lottery Business sale divided by Combined AEBITDA for the last twelve months, excluding Lottery Business operations and certain immaterial continuing operations equity method investments.Targeted Free Cash Flow Conversion RateThe forward-looking non-GAAP financial measure targeted free cash flow conversion rate, represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted free cash flow conversion rate to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP. 
 

 99  L&W Reconciliation of Consolidated AEBITDA — Continuing Operations, AEBITDA from Discontinued Operations and Combined AEBITDA  © 2022 LIGHT & WONDER | CONFIDENTIAL  Note: Unaudited, U.S. Dollars in millions.  Refer to the Consolidated AEBITDA - continuing operations and AEBITDA from discontinued operations definitions below for a description of items included in restructuring and other.EBITDA from Equity Investments is a non-GAAP financial measure reconciled to Earnings from equity investments on slide 104.AEBITDA from discontinued operations, a non-GAAP measure, is derived based on the historical records and includes only those direct costs that are allocated to discontinued operations. See above for further description and disclaimers associated with this non-GAAP measure.Combined AEBITDA consists of Consolidated AEBITDA - continuing operations, AEBITDA from discontinued operations and EBITDA from equity investments included in continuing operations. Refer to non-GAAP financial measure definitions above for further details.   
 

 100  L&W Reconciliation of Principal Face Value of Debt Outstanding to Net Debt Leverage Ratio  © 2022 LIGHT & WONDER | CONFIDENTIAL    Note: Unaudited, U.S. Dollars in millions  Refer to the reconciliation of Combined AEBITDA included on slide 99 titled "L&W Reconciliation of Consolidated AEBITDA — Continuing Operations, AEBITDA fromDiscontinued Operations and Combined AEBITDA” for the periods presented.Exchange rate impact is the impact of translating our outstanding 2026 Secured Euro Notes and 2026 Unsecured Euro Notes translated at constant foreign exchange rate at issuance of these notes as compared to the current exchange rate.Includes cash and cash equivalents of both continuing operations and discontinued operations, as the combined amount is available for debt payments. 
 


 101  Consolidated ABETIDA Margin  © 2022 LIGHT & WONDER | CONFIDENTIAL    Note: Unaudited, U.S. Dollars in millionsRefer to the reconciliation of Consolidated AEBITDA included in the table titled "L&W Reconciliation of Consolidated AEBITDA --Continuing Operations, AEBITDA from Discontinued Operations and Combined AEBITDA” for the periods presented on slide 99.Consolidated AEBITDA Margin is calculated as Consolidated AEBITDA as a percentage of revenue. 
 

 102  L&W Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow – Continuing Operations and Combined Free Cash Flow  © 2022 LIGHT & WONDER | CONFIDENTIAL    Note: Unaudited, U.S. Dollars in millions.  Represents cash taxes and cash interest paid on our existing debt, which has not historically been allocated to our business segments. We present this column to provide the impact of our current debt structure on our operating cash flows from continuing operations to provide greater comparability to cash flows generated by our continuing and discontinued operations.Free cash flow from discontinued operations, a non-GAAP measure, is derived based on the historical records and includes only those direct cash flows that are allocated to discontinued operations. See above for further description and disclaimers associated with this non-GAAP measure.Combined free cash flow consists of Free cash flow (representing Free cash flow from continuing operations) and Free cash flow from discontinued operations. Refer to non-GAAP financial measure definitions above for further details. 
 

 103  L&W Reconciliation of Combined Free Cash Flow Conversion  © 2022 LIGHT & WONDER | CONFIDENTIAL  Note: Unaudited, U.S. Dollars in millions  Refer to the “Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow – Continuing Operations and Combined Free Cash Flow” on slide 102.Refer to the reconciliation of Combined AEBITDA included on slide 101 titled “L&W Reconciliation of Consolidated AEBITDA – Continuing Operations, AEBITDA from Discontinued Operations and Combined AEBITDA" for the periods presented.Combined free cash flow conversion, as used herein, represents the ratio by which Combined AEBITDA is converted into Combined Free Cash Flow.   
 

 104  L&W Reconciliation of Earnings from Equity Investments to EBITDA from Equity Investments  © 2022 LIGHT & WONDER | CONFIDENTIAL    Note: Unaudited, U.S. Dollars in millions(1) Combined EBITDA from equity investments consists of EBITDA from both discontinued and continuing operations equity investments. 
 

 105  Principal Debt Balance Supplemental Information  © 2022 LIGHT & WONDER | CONFIDENTIAL    Note: Unaudited, U.S. Dollars in millions.  Principal amount of outstanding debt as of March 31, 2022 represents the outstanding principal value of debt balances that conform to the presentation found in Note 11 to the Consolidated Financial Statements in our March 31, 2022 Form 10-Q. Adjusted outstanding principal value represents the principal amount of outstanding debt as of March 31, 2022 adjusted for the impact of the April refinancing transactions, $98 million of SGI Term Loan B-5 principal reduction and $160 million pay down of the SGI Revolver related to 2022 payments before the refinancing transactions.We entered into certain cross-currency interest rate swap agreements to achieve more attractive interest rates by effectively converting $460 million of the fixed-rate, U.S. Dollar-denominated 2025 Secured Notes, including the semi-annual interest payments through October 2023, to a fixed-rate Euro-denominated debt, with a fixed annual weighted average interest rate of approximately 2.946%.Primarily comprised of certain revenue transactions presented as debt in accordance with ASC 470. 
 

 106  Reconciliation of Adjusted Net Debt Reflecting Refinancing Transactions and the Lottery Business Sale & Adjusted Net Debt Leverage Ratio Reflecting Refinancing Transactions and the Lottery Business Sale  © 2022 LIGHT & WONDER | CONFIDENTIAL    Note: Unaudited, U.S. Dollars in millions.Combined AEBITDA consists of Consolidated AEBITDA - continuing operations, AEBITDA from discontinued operations and EBITDA from equity investments included in continuing operations. Refer to “L&W Reconciliation of Consolidated AEBITDA --Continuing Operations, AEBITDA from Discontinued Operations and Combined AEBITDA” on slide 101 and non-GAAP financial measure definitions above for further details.Adjusted for Lottery business discontinued operations and equity investments included in continuing operations.Impact of exchange rate is the impact of translating our outstanding 2026 Secured Euro Notes and 2026 Unsecured Euro Notes, translated at constant foreign exchange rate at issuance of these notes.Represents a reduction of principal amount of outstanding debt as of March 31, 2022 for the impact of April 14, 2022 refinancing transactions including principal reductions related to 2022 payments before the refinancing transactions. Refer to the Principal Debt Balance Supplemental Information table on slide 105.Impact of exchange rate is the impact of translating our outstanding 2026 Secured Euro Notes and 2026 Unsecured Euro Notes, translated at constant foreign exchange rate at issuance of these notes.Consists of $104 million in proceeds expected for the sale of the Austria Business, for which we are awaiting regulatory approval in Austria, which approval is expected to be received and the transaction to be completed by the end of the second quarter of 2022, subject to customary working capital adjustments and is less of $50 million of cash and cash equivalents of the Lottery Business as of March 31, 2022. 
 

 107  SciPlay: Reconciliation of Net Income Attributable to SciPlay to AEBITDA  © 2022 LIGHT & WONDER | CONFIDENTIAL  Note: Unaudited, U.S. Dollars in millions(1) For 2021 period, includes $24.5 million legal settlement charge.   
 

 108  SciPlay: Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow  © 2022 LIGHT & WONDER | CONFIDENTIAL  Note: Unaudited, U.S. Dollars in millionsRefer to the reconciliation of AEBITDA included on slide 107 titled “SciPlay: Reconciliation of Net Income Attributable to SciPlay to AEBITDA” for the periods presented.Free cash flow conversion, as used herein, represents the ratio by which AEBITDA is converted into Free Cash Flow.   
 


EX-99.2 3 ex99-2.htm PRESS RELEASE
Exhibit 99.2


LNW Investor Day Highlights Press Release

Light & Wonder Provides Business Strategy Details and Long-Term Targets at 2022 Investor Day

Uniquely Positioned With Unmatched Asset Mix and Leading Market Positions to Capitalize on Cross-Platform Opportunity in Estimated $70 Billion Market

Company Provides Targets Including Targeted 2025 Consolidated AEBITDA(1) of $1.4 Billion and Targeted Total Capital Creation of $10 Billion from 2022 to 2025

Significantly De-Levered and Strengthened Credit Profile with Adjusted Net Debt Leverage Ratio(1)(2) Reduced to 3.7x and Clear Path to Targeted Net Debt Leverage Ratio Range(1) of 2.5x to 3.5x

Company Continues to Actively Repurchase Shares Under Its $750 Million Share Repurchase Program

LAS VEGAS—May 17, 2022—Light & Wonder, Inc. (NASDAQ: LNW), formerly known as Scientific Games Corporation (“Light & Wonder” or the “Company”), is hosting its 2022 Investor Day today and providing an in-depth review of its strategy to drive sustainable double-digit growth and to drive long-term shareholder value.

As part of the investor day, Light & Wonder is providing the following financial targets for 2022 through 2025:


Double-digit growth with targeted 2025 Consolidated AEBITDA(1) of $1.4 billion or a CAGR(3) of 15%.

Reaffirmed its targeted net debt leverage ratio range(1) of 2.5x to 3.5x, further strengthening the Company’s balance sheet and credit profile.

Significant cash flow generation, reflecting a targeted free cash flow conversion rate(1) of 45% by 2025.

Targeting a total of $10 billion of available capital to deploy through the Company’s balanced and opportunistic capital allocation priorities.

“Over the last eighteen months we have transformed our business and paved the way for significant shareholder value creation,” said Light & Wonder Chief Executive Officer Barry Cottle. “As we look ahead, there is no better time to be in the industry, which is huge, growing, and converging. We have transformed ourselves to take full advantage of our unmatched market position to capitalize on this opportunity. Our unique asset mix and leading market positions provide unparalleled advantages to deliver games fully cross-platform.




(1) Represents a non-GAAP financial measure. Additional information on non-GAAP financial measures presented herein is available at the end of this release.
(2) Adjusted net debt leverage ratio represents net debt leverage ratio as of March 31, 2022, adjusted for April 2022 refinancing transactions and the Lottery Business sale, and excluding certain immaterial continuing operations equity method investments.
(3) CAGR based on 2021 Consolidated AEBITDA.


“This results in an enviable and durable financial profile, which includes double-digit growth, a high mix of recurring revenues and robust margins, all translating into robust cash flow generation. With a clear roadmap to take market share and drive long-term shareholder value creation, I’m very confident that Light & Wonder will be the one to lead the future of the game industry.”

Light & Wonder Chief Financial Officer Connie James added, “We are at an inflection point in our journey. We’ve moved rapidly to transform our Company and our balance sheet, significantly de-levering and positioning us to win. Our new path forward will lead to significant capital creation and with our balanced and opportunistic approach, we will continue to prioritize debt paydown, and return capital to shareholders through share repurchases and disciplined investments in our largest growth opportunities to unlock tremendous shareholder value.”

At today’s event, Light & Wonder is highlighting that it is:


Uniquely positioned to take advantage of estimated $70 billion game market TAM opportunity with a clear roadmap and strategy to win in a converging gaming world

o
Best talent in the industry creating hit games and franchises that players can enjoy anywhere provides a sustainable differentiation and a competitive advantage.

o
Only company with leadership positions across land-based, iGaming and social, with content that can be delivered anywhere.

o
Greatest collection of IP and content, highlighting the breadth of Light & Wonder’s evergreen franchises.

o
Unrivaled aggregation platform and industry leading insights on players.

o
Deep relationship with operators, players and studios positions the Company to disproportionately benefit by connecting players across land-based and digital to create a seamless player experience.

o
Expanding into high-growth digital markets investing organically and inorganically.


Executing a balanced and opportunistic capital allocation strategy to unlock value

o
Paying down debt with the proceeds of the Lottery business sale and pending Sports Betting business divestiture to further strengthen Light & Wonder’s financial profile and transform Light & Wonder into an equity story.

o
Returning substantial capital to shareholders by actively repurchasing shares under the Company’s $750 million share repurchase authorization.

o
Investing in key growth opportunities, prioritizing organic investments and taking a disciplined approach to M&A that delivers significant long-term value.

Event Webcast Details and Replay

A live webcast of the presentations, including the question-and-answer session after the prepared remarks, will begin at 9 a.m. ET and conclude at approximately noon ET. To access the live webcast, please visit the Company’s website and click on the webcast link. The live webcast will also be available directly at newworldsofplay.com.

A replay of the webcast will be available approximately one hour after the webcast and will be archived on the Company’s website.

2

About Light & Wonder, Inc.

Light & Wonder, Inc. (formerly known as Scientific Games Corporation), is the global leader in cross-platform games and entertainment. The Company brings together 5,000 employees from six continents to connect content between land-based and digital channels with unmatched technology and distribution. Guided by a culture that values daring teamwork and creativity, the Company builds new worlds of play, developing game experiences loved by players around the globe. Its OpenGaming™ platform powers the largest digital-gaming network in the industry. The Company is committed to the highest standards of integrity, from promoting player responsibility to implementing sustainable practices. To learn more, visit lnw.com.

CONTACTS
Investor Inquiries
Jim Bombassei, Senior Vice President of Investor Relations
jbombassei@lnw.com

Media Inquiries
Nick Lamplough / T.J. O’Sullivan / Lucas Pers, Joele Frank, Wilkinson Brimmer Katcher, +1 212 355 4449

Forward-Looking Statements
In this press release, the Company makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “will,” “may,” “target,” “estimate,” “continue,” “could,” “opportunity,” “should” or similar terminology. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks, uncertainties and other factors, including those factors described in our filings with the Securities and Exchange Commission (the “SEC”), including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K that was filed with the SEC on March 1, 2022 (including under the headings “Forward-Looking Statements” and “Risk Factors”). Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

3

Non-GAAP Financial Measures

LIGHT & WONDER, INC. AND SUBSIDIARIES
(Unaudited, in millions, except for ratios)

RECONCILIATION OF NET INCOME ATTRIBUTABLE TO L&W TO CONSOLIDATED AEBITDA –
CONTINUING OPERATIONS

   
Twelve Months Ended
 
   
March 31, 2022
 
Net income attributable to L&W
 
$
412
 
Net income attributable to noncontrolling interest
   
15
 
Net income from discontinued operations, net of tax
   
(382
)
Net income from continuing operations
   
45
 
Restructuring and other
   
182
 
Depreciation, amortization and impairments
   
409
 
Other income, net
   
(24
)
Interest expense
   
473
 
Income tax benefit
   
(318
)
Stock-based compensation
   
109
 
Gain on remeasurement of debt and other
   
(23
)
Consolidated AEBITDA - continuing operations
 
$
853
 


RECONCILIATION OF NET INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX TO AEBITDA FROM
DISCONTINUED OPERATIONS AND COMBINED AEBITDA

   
Twelve Months Ended
 
   
March 31, 2022
 
Net income from discontinued operations, net of tax
 
$
382
 
Income tax expense
   
81
 
Restructuring and other
   
10
 
Depreciation, amortization and impairments
   
53
 
EBITDA from equity investments
   
76
 
Earnings from equity investments
   
(38
)
Stock-based compensation and other, net
   
(43
)
AEBITDA from discontinued operations(1)
 
$
521
 
EBITDA from equity investments - continuing operations(2)
   
9
 
Combined AEBITDA(2)
 
$
1,383
 


RECONCILIATION OF PRINCIPAL FACE VALUE OF DEBT OUTSTANDING TO
NET DEBT AND NET DEBT LEVERAGE RATIO

   
As of
 
   
March 31, 2022
 
Combined AEBITDA(2)
 
$
1,383
 
Total debt
 
$
8,833
 
Add: Unamortized debt discount/premium and deferred financing costs, net
   
77
 
Add: Impact of exchange rate(3)
   
73
 
Less: Debt not requiring cash repayment and other
   
(3
)
Principal face value of debt outstanding
   
8,980
 
Less: Combined Cash and cash equivalents(4)
   
582
 
Net debt
 
$
8,398
 
Net debt leverage ratio
   
6.1
 

(1) AEBITDA from discontinued operations, a non-GAAP measure, is derived based on the historical records and includes only those direct costs that are allocated to discontinued operations. See below for further description and disclaimers associated with this non-GAAP measure.
(2) Combined AEBITDA consists of Consolidated AEBITDA - continuing operations, AEBITDA from discontinued operations and EBITDA from equity investments included in continuing operations. Refer to non-GAAP financial measure definitions below for further details.
(3) Exchange rate impact is the impact of translating our outstanding 2026 Secured Euro Notes and 2026 Unsecured Euro Notes translated at constant foreign exchange rate at issuance of these notes as compared to the current exchange rate.
(4) Includes cash and cash equivalents of both continuing operations and discontinued operations, as the combined amount is available for debt payments.

5

RECONCILIATION OF EARNINGS FROM EQUITY INVESTMENTS TO EBITDA FROM EQUITY
INVESTMENTS AND COMBINED EBITDA FROM EQUITY INVESTMENTS

             
   
Twelve Months Ended
 
   
March 31, 2022
 
   
Continuing Operations
   
Discontinued Operations
 
             
Earnings from equity investments
 
$
5
   
$
38
 
Add: Income tax expense
   
     
11
 
Add: Depreciation, amortization and impairments
   
1
     
31
 
Add: Interest income, net and other
   
3
     
(4
)
EBITDA from equity investments
 
$
9
   
$
76
 
Combined EBITDA from equity investments(1)
         
$
85
 

(1) Combined EBITDA from equity investments consists of EBITDA from both discontinued and continuing operations equity investments.


RECONCILIATION OF ADJUSTED NET DEBT REFLECTING REFINANCING TRANSACTIONS AND
THE LOTTERY BUSINESS SALE & ADJUSTED NET DEBT LEVERAGE RATIO REFLECTING
REFINANCING TRANSACTIONS AND THE LOTTERY BUSINESS SALE

                     
   
March 31, 2022
   
Refinancing Transactions and Lottery Business Sale Adjustments
     
Adjusted Net Debt Reflecting Refinancing Transactions and the Lottery Business Sale & Adjusted Net Debt Leverage Ratio Reflecting Refinancing Transactions and the Lottery Business Sale
 
Combined AEBITDA(1)
 
$
1,383
   
$
(496
)
 (2)
$
887
 
                           
Total debt
 
$
8,833
             
$
8,833
 
Add: Unamortized debt discount/premium and deferred financing costs, net
   
77
               
77
 
Add: Impact of exchange rate(3)
   
73
               
73
 
Less: Debt not requiring cash repayment and other
   
(3
)
             
(3
)
Principal face value of debt outstanding
 
$
8,980
   
$
(5,030
)
(4)
$
3,950
 
Less: Combined Cash and cash equivalents(5)
   
582
     
54
  (6)

 
636
 
Net debt
 
$
8,398
             
$
3,314
 
Net debt leverage ratio
   
6.1
               
3.7
 

(1) Combined AEBITDA consists of Consolidated AEBITDA - continuing operations, AEBITDA from discontinued operations and EBITDA from equity investments included in continuing operations. Refer to “Reconciliation of Net Income Attributable to L&W to Consolidated AEBITDA - Continuing Operations” above and non-GAAP financial measure definitions below for further details.
(2) Adjusted for Lottery business discontinued operations and equity investments included in continuing operations.
(3) Impact of exchange rate is the impact of translating our outstanding 2026 Secured Euro Notes and 2026 Unsecured Euro Notes, translated at constant foreign exchange rate at issuance of these notes.
(4) Represents a reduction of principal amount of outstanding debt as of March 31, 2022 for the impact of April 14, 2022 refinancing transactions including principal reductions related to 2022 payments before the refinancing transactions. Refer to the Principal Debt Balance Supplemental Information table below.
(5) As of March 31, 2022 includes cash and cash equivalents of both continuing operations and discontinued operations, as the combined amount is available for debt payments.
(6) Consists of $104 million in proceeds expected for the sale of the Austria Business, for which we are awaiting regulatory approval in Austria, which approval is expected to be received and the transaction to be completed by the end of the second quarter of 2022, subject to customary working capital adjustments and is less of $50 million of cash and cash equivalents of the Lottery Business as of March 31, 2022.

6

PRINCIPAL DEBT BALANCE SUPPLEMENTAL INFORMATION


Final
Maturity
 
Rate(s)
   
Principal Amount of Outstanding Debt as of March 31, 2022(1)
   
April 14, 2022 Refinancing Impact(1)
   
Adjusted Outstanding Principal Value(1)
 
Senior Secured Credit Facilities:
                         
SGI Revolver
2024
 
variable
   
$
160
   
$
(160
)
 
$
 
SGI Term Loan B-5
2024
 
variable
     
4,008
     
(4,008
)
   
 
New Term Loan
2029
 
variable
     
     
2,200
     
2,200
 
SGI Senior Notes:
                               
2025 Secured Notes(2)
2025
   
5.000%

   
1,250
     
(1,250
)
   
 
2026 Secured Euro Notes
2026
   
3.375%

   
361
     
(361
)
   
 
2025 Unsecured Notes
2025
   
8.625%

   
550
     
     
550
 
2026 Unsecured Euro Notes
2026
   
5.500%

   
278
     
(278
)
   
 
2026 Unsecured Notes
2026
   
8.250%

   
1,100
     
(1,100
)
   
 
2028 Unsecured Notes
2028
   
7.000%

   
700
     
     
700
 
2029 Unsecured Notes
2029
   
7.250%

   
500
     
     
500
 
Other(3)
2023
   
4.089%

   
3
     
     
3
 
Total long-term debt outstanding
 
         
$
8,910
   
$
(4,957
)
 
$
3,953
 

(1) Principal amount of outstanding debt as of March 31, 2022 represents the outstanding principal value of debt balances that conform to the presentation found in Note 11 to the Consolidated Financial Statements in our March 31, 2022 Form 10-Q. Adjusted outstanding principal value represents the principal amount of outstanding debt as of March 31, 2022 adjusted for the impact of the April refinancing transactions, $98 million of SGI Term Loan B-5 principal reduction and $160 million pay down of the SGI Revolver related to 2022 payments before the refinancing transactions.
(2) We entered into certain cross-currency interest rate swap agreements to achieve more attractive interest rates by effectively converting $460 million of the fixed-rate, U.S. Dollar-denominated 2025 Secured Notes, including the semi-annual interest payments through October 2023, to a fixed-rate Euro-denominated debt, with a fixed annual weighted average interest rate of approximately 2.946%.
(3) Primarily comprised of certain revenue transactions presented as debt in accordance with ASC 470.

Combined AEBITDA

Combined AEBITDA, as used herein, is a non-GAAP financial measure that combines Consolidated AEBITDA (representing our results of continuing operations), AEBITDA from discontinued operations, and EBITDA from equity investments included in continuing operations and is presented as a supplemental disclosure and more fully described in the Company’s first quarter 2022 earnings release furnished with our Current Report on Form 8-K dated May 10, 2022.

Consolidated AEBITDA (representing AEBITDA from continuing operations)

Consolidated AEBITDA, as used herein, is a non-GAAP financial measure that is presented as a supplemental disclosure of the Company’s continuing operations and is reconciled to net income (loss) from continuing operations as the most directly comparable GAAP measure, as set forth in the schedule above. Consolidated AEBITDA should not be considered in isolation of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read in conjunction with the Company’s financial statements filed with the SEC. Consolidated AEBITDA may differ from similarly titled measures presented by other companies. Consolidated AEBITDA includes the following adjustments: (1) net income attributable to noncontrolling interest; (2) net income from discontinued operations, net of tax; (3) restructuring and other, which includes charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; (v) major litigation; and (vi) acquisition costs and other unusual items; (4) depreciation and amortization expense and impairment charges and goodwill impairments; (5) change in fair value of investments and gain (loss) on remeasurement of debt; (6) interest expense; (7) income tax benefit; (8) stock-based compensation; and (9) other (income) expense, net including foreign currency (gains), and losses and earnings from equity investments.

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The forward-looking non-GAAP financial measure targeted Consolidated AEBITDA represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted Consolidated AEBITDA to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.
 
AEBITDA from Discontinued Operations

AEBITDA from discontinued operations, as used herein, is a non-GAAP financial measure that is presented as a supplemental disclosure for the Company’s discontinued operations and is reconciled to net income from discontinued operations, net of tax as the most directly comparable GAAP measure, as set forth in the schedule above. AEBITDA from discontinued operations should not be considered in isolation of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read in conjunction with the Company’s financial statements filed with the SEC. AEBITDA from discontinued operations may differ from similarly titled measures presented by other companies. AEBITDA from discontinued operations includes the following adjustments: (1) restructuring and other, which includes charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; (v) major litigation; and (vi) acquisition costs and other unusual items; (2) depreciation and amortization expense and impairment charges and goodwill impairments; (3) income tax benefit; and (4) stock-based compensation and other, net. In addition to the preceding adjustments, we exclude (earnings) loss from equity investments and add (without duplication) discontinued operations pro rata share of EBITDA from equity investments, which represents their share of earnings (whether or not distributed) before income tax expense, depreciation and amortization expense, and interest expense, net of our joint ventures and minority investees, which is included in our calculation of AEBITDA from discontinued operations.

EBITDA from Equity Investments

EBITDA from equity investments, as used herein, represents our share of earnings (loss) (whether or not distributed to us) plus income tax expense, depreciation and amortization expense (inclusive of amortization of payments made to customers for LNS), interest (income) expense, net, and other non-cash and unusual items from our joint ventures and minority investments. EBITDA from equity investments is a non-GAAP financial measure that is presented as supplemental disclosure for illustrative purposes only and is reconciled to earnings (loss) of equity investments, the most directly comparable GAAP measure, in a schedule above.

Net Debt and Net Debt Leverage Ratio

Net debt is defined as total principal face value of debt outstanding, the most directly comparable GAAP measure, less combined cash and cash equivalents. Principal face value of debt outstanding includes the face value of debt issued under Senior Secured Credit Facilities, Senior Notes and Subordinated Notes, which are all described in Note 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and in Note 11 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, but it does not include other long term obligations of $3 million primarily comprised of certain revenue transactions presented as debt in accordance with ASC 470. In addition, principal face value of debt outstanding with respect to the 2026 Secured Euro Notes and 2026 Unsecured Euro Notes are translated at the constant foreign exchange rate at issuance of these notes as those amounts remain payable at the original issuance amounts in Euro. Net debt leverage ratio, as used herein, represents Net debt divided by Combined AEBITDA (as defined above).

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The forward-looking non-GAAP financial measure targeted net debt leverage ratio represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted net debt leverage ratio to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.

Adjusted Outstanding Debt, Adjusted Net Debt and Adjusted Net Debt Leverage Ratio, all Reflecting Refinancing Transactions and the Lottery Business Sale

Adjusted outstanding debt as used herein, is a non-GAAP financial measure, that represents the principal amount of outstanding debt as of March 31, 2022 that conforms to the presentation found in Note 11 to the Consolidated Financial Statements in our March 31, 2022 Form 10-Q, adjusted for the impact of the April 14, 2022 refinancing transactions. Adjusted net debt reflecting refinancing transactions and the Lottery Business sale, as used herein, is a non-GAAP financial measure defined as net debt as of March 31, 2022, plus pending Austria Lottery business proceeds of approximately $104 million less cash held at Lottery business. Adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery Business sale, as used herein, is a non-GAAP financial measure defined as adjusted net debt reflecting refinancing transactions and the Lottery Business sale divided by Combined AEBITDA for the last twelve months, excluding Lottery Business operations and certain immaterial continuing operations equity method investments.

Targeted Free Cash Flow Conversion Rate

The forward-looking non-GAAP financial measure targeted free cash flow conversion rate represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted free cash flow conversion rate to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.


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