<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                --------------

                                   FORM 10-K

    [X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1999

    [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _______ to _______

                            ------------------------

                        COMMISSION FILE NUMBER 000-22298

                        SCIENTIFIC GAMES HOLDINGS CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                      13-3615274
      (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

            1500 BLUEGRASS LAKES PARKWAY, ALPHARETTA, GEORGIA 30004
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)      (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 664-3700

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

       TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
       -------------------           -----------------------------------------
  Common Stock, $.001 Par Value      New York Stock Exchange

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulations S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in a definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         The aggregate market value of our Common Stock held by non affiliates
was $191,906,928 on March 23, 2000 . For the purposes of this response, our
executive officers and directors are deemed to be affiliates and the number of
shares held by non affiliates was computed as 10,883,347 shares. As of March
23, 2000, we had 11,414,199 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:
         Our proxy statement for our Annual Meeting of Stockholders, to be held
May 19, 2000, which will be filed pursuant to Regulation 14A within 120 days of
the close of Registrant's fiscal year, is incorporated by reference in answer
to Part III of this report but only to the extent indicated in Part III herein.
In addition, pages 14 through 45 of Scientific Games Holdings Corp.'s 1999
Annual Report to Stockholders are incorporated by reference in answer to Items
6, 7 and 8 of Part II and Item 14(a) of Part IV of this report.
<PAGE>   2

                                     PART 1

ITEM 1.     BUSINESS

GENERAL

         Scientific Games Holdings Corp. (the "Company" or "Scientific Games")
is a leading provider of lottery products, systems and services worldwide.
Except as the context otherwise requires, references to "Scientific Games," the
"Company," "we," "our," and "us" refer to the consolidated business and
operations of the Company. We operate through our wholly owned subsidiaries and
our joint ventures, principally, Scientific Games Inc. ("SGI") Scientific Games
International Limited ("SGIL"), Scientific Games International GmbH ("SG
Austria") and SciGames France SAS ("SG France"). Our corporate headquarters and
our primary manufacturing facility are located in Alpharetta, Georgia (suburban
Atlanta) and we employ approximately 1,500 people worldwide. We also have
production and/or operating facilities in California and the United Kingdom and
software and hardware development and maintenance facilities in Georgia,
Austria, France and Germany. Our business consists of sales of products or
services to governmentally operated or sanctioned lotteries worldwide and, to a
lesser extent, to non-lottery entities both in the United States and worldwide.
The Company's business is comprised of two business segments: (1) Instant
Ticket and Related Services (hereinafter sometimes referred to as the "ITRS"
segment) and (2) Systems. In the Instant Ticket and Related Services segment,
we primarily supply game design, sales and marketing training and support,
instant ticket manufacturing and delivery, inventory management and
distribution, advising with respect to security, and retailer telemarketing and
field services. In addition, this segment includes promotional instant tickets
and pull-tab tickets sold to both lottery and non-lottery customers and, on a
growing basis, prepaid phone cards sold to telecommunications companies. In the
Systems segment, we primarily supply transaction processing software that
accommodates instant ticket accounting and validation and on-line lottery
games, point-of-sale terminal hardware which connects to these systems, central
site computers and communication hardware which run these systems, and on-going
support and maintenance services for these products. This segment also includes
software, hardware and support for sports betting and credit card processing
systems for non-lottery customers. In addition, we refer to cooperative
services agreements in various sections of this report. Cooperative services is
our branded marketing name given to the combination of any of the products and
services offered by both the Instant Ticket and Related Services segment and
Systems segment under one customer contract. The Instant Ticket and Related
Services revenues accounted for approximately 79.3% of the Company's gross
revenues in 1999 versus 78.9% in 1998.

         Our acquisition in April 1997 of Vienna, Austria based TeleControl
Kommunications - und Computersysteme Gesellschaft m.b.h., an on-line lottery
and transaction processing company now known as SG Austria, enabled us to
expand our systems offerings and make available on-line lottery technology.
Scientific Games' predecessor company had previously developed and operated
on-line lottery systems from 1985 until 1991. During that period, it supplied
and operated on-line lottery systems in Iowa, Maine, New Hampshire, Vermont,
West Virginia and sold an on-line system to the Virginia Lottery. Following our
1997 acquisition of SG Austria, we entered into a joint venture agreement in
1998 with La Francaise des Jeux ("FDJ"), the operator of the French National
Lottery, to develop a new generation of on-line terminals. Such agreement also
provides for the assumption by the joint venture of FDJ's terminal and software
maintenance contracts with six German State Lottery customers and terminal
software maintenance for FDJ. Related agreements between the Company and FDJ
also provide for the initial supply of 13,500 SciScan Technology(R) terminals,
the installation of an SGI-NET instant ticket validation system, a central site
computer system and on-going maintenance of the system. In addition, the
Company has received contracts to provide systems software and hardware and
related support services from Western Canada Lottery Corporation ("WCLC") and
Golden Casket Lottery Corporation, the state operated lottery in Queensland,
Australia (through Praxa Limited, the prime contractor). The WCLC contract was
our first on-line lottery contract in North America since our 1997 re-entry
into the on-line systems segment of the lottery industry after previously
exiting this business line in 1991. The Company sold an initial order of 400
SciScan terminals to Instant Lottery, S.A., the operator of the national
lottery in Greece.

INDUSTRY OVERVIEW

         Lotteries are operated by domestic and foreign governmental
authorities and their licensees in approximately 200 jurisdictions throughout
the world. Although there are many types of lotteries worldwide, governmentally
authorized lotteries may generally be categorized into three principal groups:
instant lotteries, on-



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line lotteries and the traditional draw-type lotteries. An instant lottery is
typically played by removing a coating from a preprinted ticket to determine
whether it is a winner. On-line lotteries are generally pari-mutuel in nature
(although fixed prizes are also offered) and are conducted through a
computerized lottery system in which lottery terminals are connected to a
central computer, usually by dedicated telephone lines. Internationally, the
older form of traditional draw-type lottery games, in which players purchase
tickets which are manually processed for a future drawing for prizes of a fixed
amount, is a popular form of play. In addition to the foregoing types of
lotteries, there are video lotteries played on electronic machines featuring
keno, "line-up" (cherries, bars, plums, etc.) and similar video games. Video
lotteries are typically targeted to locations such as horse and dog racing
tracks, athletic arenas, certain bars, clubs and similar establishments.

         Currently, 38 jurisdictions in the United States sell instant lottery
tickets. Of the approximately 8.4 billion instant tickets (12.3 billion 2x4
equivalent size) we sold in 1999, approximately 20% were sold outside the
United States. Based on industry information, it is estimated that 1999 U.S.
on-line lottery retail sales were approximately $19.0 billion compared to 1999
international on-line lottery retail sales of approximately $60.0 billion.
Currently, 38 jurisdictions in the United States sell on-line lottery tickets.
Governments typically authorize lotteries as a means of generating revenues
without the imposition of additional taxes. Lottery revenues are frequently set
aside for particular public purposes, such as education, aid to the elderly,
conservation, transportation and economic development. As lottery ticket sales
have become a significant source of funding for such programs, many
jurisdictions have come to rely on the revenues generated by such sales.

         There are many promotional (i.e., commercial) game suppliers
(including the Company) which produce instant tickets for both sales promotion
companies and their end users. We believe we are the only company which offers
the promotional market a full line of support and services similar to those
which we offer to the government lottery market. While potential instant ticket
lottery customers in the United States currently are limited to the 38
jurisdictions where such games are legally permitted, promotional games are
believed permitted in substantially all states. A significant difference
between lottery games and promotional games is the lower level of security
requirements associated with promotional games, which typically offer less
valuable prizes.

         We also provides several international telecommunications companies
with pre-paid phone cards. This product experienced significant sales growth in
1999 and utilizes our secure ticket technology. We anticipate the sales growth
of this product to continue in 2000.

         The lottery industry (both instant ticket and on-line) is highly
competitive and is in a period of intense price-based competition, particularly
in the Instant Ticket and Related Services segment. This price-based
competition has resulted in certain contracts being awarded or re-awarded at
lower equivalent prices than charged in the previous contracts. We expect
competition on the basis of price to continue in 2000 in both the instant
ticket and on-line lottery industry.

BUSINESS STRATEGY

         Scientific Games is a leading provider of lottery products, integrated
systems and support services to lotteries worldwide. We intend to expand our
leadership position by (i) pursuing new instant ticket printing and systems
opportunities in both the domestic and foreign marketplaces, (ii) emphasizing
and marketing our expertise in lottery service capabilities, (iii) growing our
on-line lottery business by utilizing our SGI-NET technology, a high
performance, configurable hardware and software-redundant transaction
processing system that can accommodate both instant and on-line lottery
operations, (iv) continuing our emphasis on customer service and responsiveness
to customer needs both before and after delivery of products and services, (v)
investing in our facilities while aggressively pursuing practices and methods
which reduce operating costs, (vi) increasing the funding of research and
development costs that continue to provide innovations for our customers such
as SGI-NET, (vii) partnering with respected local corporations to establish new
lotteries in foreign countries, (viii) selling SciScan terminals to new and
existing customers both domestically and internationally, (ix) promoting the
sales advantages of our Winner's Choice(TM) probability tickets to new and
existing customers, and (x) further expanding our role in the provision of
prepaid telephone cards to international telecommunications customers.

         As state governments face budgetary pressures, they increasingly seek
methods of reducing state spending. One method of reducing spending which is
often considered by states is privatization or outsourcing of various operating
tasks associated with lottery operations. We have contracts that contain
expanded services, sometimes



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referred to as cooperative services, with nine domestic lotteries. These
lotteries have elected to privatize certain operating functions related to the
management of instant ticket games. We expect that more state or foreign
governments will decide to privatize or outsource various lottery operations.
We have significant experience in this field and are well positioned to offer
this privatization or outsourcing option to the industry. We intend to continue
to emphasize and invest in the provision of expanded services to both our
instant ticket customers and systems customers.

         The increased application of computer-based and communications
technologies (including proprietary technologies) to the manufacturing and
servicing of instant tickets (See - "New Product Development") continues to
separate the instant ticket from conventional forms of printing. We are
generally recognized within the lottery industry as the leader in applying
these technologies to the manufacturing and sale of instant tickets. In order
to maintain our position as a leading innovator within the lottery industry, we
intend to continue to explore and develop new technologies and their
application to instant lottery tickets and systems.

         In addition to the internal development of new products, we intend to
leverage our management expertise, reputation, and contacts in the lottery
industry by pursuing joint ventures and marketing agreements which will provide
access to lottery customers to whom we do not currently provide products or
services.

PRODUCTS AND SERVICES

         In 1974, we introduced the first "secure" instant game ticket. Today,
the instant tickets we manufacture are typically printed on recyclable ticket
stock by a series of computer controlled presses and ink-jet imagers, which we
believe incorporate the most advanced technology and security currently
available in the industry. Instant tickets generally range in size from 2
inches by 3 inches to ticket sizes as large as some greeting cards; instant
tickets are normally played by removing a coating to determine if they are
winning tickets. We market instant tickets and related services to domestic
lottery jurisdictions, foreign lottery jurisdictions and commercial customers.
The Company currently has contracts with 26 of the 38 states/jurisdictions in
the U.S. which currently sell instant lottery tickets. These U.S. Instant
Ticket and Related Services contracts are typically at a fixed price per
thousand tickets or a percentage of lottery sales to the public and typically
range from one to five years in duration, although they usually have one or
more extension options. Our customers have exercised extension options in
domestic lottery contracts with us a majority of the time. See - "Markets" for
additional information.

         We also manufacture instant tickets for promotional games customers
and prepaid phone cards for international telecommunication customers. The
majority of our promotional games and prepaid phone cards are produced at our
United Kingdom subsidiary, SGIL. Examples of promotional games which we have
produced include games for European newspapers, major food and beverage
companies, and games for various other commercial customers. Prepaid phone
cards are supplied to international telecommunications customers. The Company
is not in the business of providing telecommunications services, but rather in
the production of the prepaid phone cards used by the telecommunications
industry. Sales of promotional games products and services and prepaid phone
cards each accounted for less than 10% of the Company's consolidated revenues
in 1999.

         Scientific Games pioneered the idea of privatizing lottery functions,
sometimes referred to as cooperative services, as a means of reducing the
operating costs of lotteries while increasing lottery revenues and is the only
instant ticket manufacturer which offers separate lottery ticket cooperative
support services to supplement its manufacturing operations. Cooperative
services may consist of designing and installing game management software,
instant ticket production, telemarketing, field sales, accounting, instant
ticket distribution, sales staff training, estimating ticket needs, managing
staff, advising with respect to security, instant ticket validation, and
provision of computer hardware, validation terminals, SciScan Technology
validation terminals, maintenance, communication network and sales agent
hot-line service for lottery jurisdictions. While the majority of lottery
jurisdictions to date have chosen to control the distribution and sales of
tickets, Scientific Games has been successful in demonstrating to a number of
jurisdictions that we can perform these functions effectively and at a lower
cost.

         Domestically, we now have contracts for expanded services with the
states of Delaware, Florida, Georgia, Kentucky, Maine, Nebraska, New York,
Pennsylvania and West Virginia. Under such contracts, we typically provide
selected management, distribution services and/or data processing for the
jurisdiction's instant ticket lottery game business and we are paid a
percentage of the lottery's total instant ticket revenues. Customers select
those



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services which they desire to privatize from a menu of cooperative services
offered. Replacement of these agreements may be associated with large
conversion costs incurred by the lottery to hire and/or retrain staff and
redesign and install a software system and other protocols to manage its
instant ticket business.

         In addition to scratch off instant tickets, our Instant Ticket and
Related Services business also includes the sale of pull-tab tickets to our
lottery customers. In October 1997, we sold substantially all of the assets of
our pull-tab manufacturer subsidiary, GameTec Inc. to International Gamco, Inc.
("Gamco"). However, we continue to sell pull-tab tickets to lotteries in the
U.S. through a marketing agreement with Gamco.

         In its Systems segment, the Company primarily supplies transaction
processing software that accommodates instant ticket accounting and validation
and on-line lottery games, point-of-sale terminal hardware which connects to
these systems, central site-computer and communication hardware which runs
these systems, and ongoing support and maintenance services for these products.
This segment also includes software, hardware and support for sports betting,
credit card processing systems for non-lottery customers, SciScan Technology
and SGI-NET. SciScan Technology is a keyless validation system for retailers
which significantly reduces the time requirements of ticket validation while at
the same time improving security of the game. SGI-NET is a high-performance,
configurable hardware and software-redundant transaction processing system that
can accommodate both instant and on-line lottery operations. SGI-NET's
configurability and software-driven architecture enables it to operate with
virtually any type or number of terminals and provides flexibility to adapt to
unique characteristics of almost any lottery.

NEW PRODUCT DEVELOPMENT

         Since its inception, Scientific Games has provided many of the
innovations in instant ticket technology in both manufacturing and game
development which subsequently became the industry standard. Past examples of
new products developed by Scientific Games include the ink-jet printed instant
ticket, cooperative services (lottery privatization), bar coding on the front
and back of tickets (which facilitates validation), the IL/MVS instant ticket
accounting management, ticket validation software technology, Terra 2000(R)
tickets, SciScan Technology(R) and SGI-NET. The Terra 2000 ticket is a
recyclable and biodegradable paper ticket, which meets the rigorous security
standards demanded by the lottery industry.

         Scientific Games and its partner TeleCom Productions, Inc. introduced
The Daily Race Game(TM) in January 1997. The Daily Race Game is a
player-selection game that combines on-line, virtual reality horse racing with
a popular "pick your numbers" format to draw the winning numbers for an
on-lottery game. Players choose three horses from a field of 12 in a 55-second
animated horse race that can be shown on either commercial or closed-circuit
television.

         Another recent innovation, which we introduced in 1997, is our
probability-game ticket, Winner's Choice(TM). Winner's Choice(TM) is a
scratch-off instant ticket lottery game in which every ticket is a potential
winner (unlike existing tickets, where winning tickets are pre-determined
before a player scratches). Winner's Choice combines some of the best features
of instant and on-line games, and possesses three important player benefits -
choice, instant-win opportunities and appealing play styles. Probability games
have been discussed within the lottery industry for years, but have never been
viable because secure validation could not be assured. The Company's new
SciScan Technology provides secure validation to enable probability tickets to
be sold. Winner's Choice games are currently undergoing field testing in Maine,
Kentucky and Nebraska conducted by Scientific Games in cooperation with the
respective lotteries.

         Scientific Games is continually looking for ways to apply its
expertise in specialty printing technologies and security/randomization
techniques to develop commercially viable products for both the lottery
industry as well as for other commercial applications. We are committed to new
product development and we will continue to explore new means of delivering our
products, possibly via the internet, and new opportunities to market new
products and services to new and existing customers.

TRADEMARKS AND PATENTS

         We own rights in the following trademarks, which include certain
federally registered marks: Winner's Choice(TM), Terra 2000(R), SciScan
Technology(R). We believe our marks are valuable and, accordingly intend to



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maintain our marks and the related registrations. We are not aware of any
pending claims of infringement or other challenges to our right to use our
marks in the lottery business in the United States. Certain technology
associated with our products is the subject of issued patents and patent
applications currently pending with the United States Patent Office and
selected other countries outside the United States. The Company also holds a
number of other patents and licenses with respect to certain technology used in
its business. The loss of any such patent or license, however, would not in the
opinion of management have a material adverse effect on the Company's overall
business.

CUSTOMER SERVICE

         We have an active professional customer service team which works
closely with lotteries in instant ticket game design. Artwork concepts, game
play style and prize structure are assembled, proposed, and refined. Important
manufacturing information is also assembled and documented in the "working
papers" by our customer service representatives. This information, when
approved by the lottery, becomes the technical manufacturing specifications for
specific instant ticket orders.

MARKETING

         Scientific Games has been instrumental in the development of marketing
strategies for instant games for domestic and foreign lotteries, including some
of the most successful lotteries in North America. The Company's involvement
includes all phases of instant game marketing support, including marketing
strategies, prize structures, game rules, delivery schedules, play styles,
telemarketing, instant ticket ordering and billing, field sales support,
research, game design, working papers, retailer manuals, instant game concepts,
ticket quantities, delivery and promotions. Scientific Games or its predecessor
has prepared market research analysis of gaming tendencies in most new state
lotteries since 1982, and we can provide our customers with a bank of
lottery-specific consumer and market research data derived from these years of
analyses.

         Instant tickets and on-line games are believed to have a broad
consumer appeal throughout the world. Consumers are generally split equally
between men and women, are distributed evenly between ages 25 and 65, and cover
a broad range of socioeconomic groupings. This broad-based market is
significantly affected by appropriate advertising and promotion activities. The
most successful lotteries have found that lottery products are largely an
impulse item, which must be marketed like other consumer products.

         Sales of lottery products are based on, among other factors, the
quality of the lottery product, prize structure design and the existence of
efficient retail distribution systems, which allow maximum convenience to
consumers. Scientific Games, with its large game library and extensive research
into product design and consumer purchasing habits, has been an industry leader
in producing new products, distribution methodologies and consumer promotions
to enhance sales.

SECURITY

         Scientific Games recognizes that security and integrity are the
foundation of successful lottery organizations. As the incidence and severity
of publicly reported cases of physical and computer crime continue, major
lotteries periodically reassess key security questions concerning the
vulnerability of lottery games. Attempts to penetrate security measures may
come from various combinations of customers, retailers, vendors, lottery
employees and others. Because the integrity of a lottery is believed essential
to its successful operation, both the vendor and lottery must guard their
systems against unauthorized actions. We are not unaware of any practical,
economically feasible way to breach the security of our instant lottery tickets
or on-line games which could result in a material loss to any of our customers,
nor are we aware of any breach thereof which has resulted in any material loss
to any of our lottery customers.

         Scientific Games constantly assesses the adequacy of its security
systems, incorporating various improvements, such as bar coding and additional
layers of protection in our instant tickets. There must be well-planned
security measures in place at every stage of the lottery operation. Scientific
Games has pioneered and effected security safeguards in areas of ticket
specifications, production, packaging, delivery, distribution and accounting.
Also, computer function safeguards, including secure ticket data, control
number encryption, winner file data, and ticket stock control have been
incorporated in the Company's data processing and the computer



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operations phase. We also retain a major public accounting firm to perform
agreed upon procedures for each game produced before it is sent to the
customer.

MANUFACTURING PROCESS

         Using a series of computer-controlled presses and ink-jet imagers,
management believes Scientific Games' tickets incorporate the most advanced
technology and security methodology available in the industry. Its facilities
are designed for efficient, secure production of instant game tickets and
support ink-jet image tape generation, printing, packaging and storage of
instant game tickets.

         The Company's dedicated computer-controlled printing process is
specifically designed for producing instant lottery game tickets for
governmentally sanctioned lotteries and promotional games. The process is not a
business forms press or a direct mail press temporarily diverted to lottery
work. Our specialized equipment contributes to the underlying superior
manufacturing and product quality. Instant ticket games are delivered finished
and ready for distribution by the lottery, or by Scientific Games in the
jurisdictions which are part of an instant ticket contract with cooperative
services provided by Scientific Games.

         Paper and ink are the principal raw materials consumed in the
Company's ticket manufacturing operations. We have a variety of sources for
both paper and ink and should, therefore, not be dependent on any particular
supplier.

PERSONNEL

         As of December 31, 1999, we had approximately 1,500 full-time
employees. Three of Scientific Games' employee groups are represented by a
labor union. At the California Facility (See "Properties"), ticket packaging is
performed by approximately 60 employees who are members of the Service
Employees International Union Local 1877. SG Austria's employees are
represented by a Worker's Council, which is typical in many European companies.
At the Leed's Facility in the United Kingdom, approximately 266 employees are
members of the GPMU union. The Company believes that its employee relations are
good.

EXECUTIVE OFFICERS

         The following table sets forth certain information regarding the
executive officers and other executive team members of the Company who are
considered executive officers by the Company for the purposes of Rule 3b-7, as
of March 1, 1999:

<TABLE>
<CAPTION>
                   NAME                       AGE                  POSITION WITH THE COMPANY
-------------------------------------------------------------------------------------------------------------
<S>                                           <C>      <C>
William G. Malloy....................         53       Director, Chairman, President and Chief
                                                       Executive Officer
William F. Behm......................         54       Director and Executive Vice President
Thomas F. Little.....................         55       Senior Vice President
Cliff O. Bickell.....................         57       Vice President, Treasurer and Chief Financial Officer
C. Gray Bethea, Jr. .................         55       Vice President, Secretary and General Counsel
Bruce H. Longhurst...................         59       Vice President, International Sales and Marketing
Howard H. Roath......................         47       Vice President-U.S. Sales and Marketing
William C. Christie..................         51       Managing Director-Scientific Games International
                                                       Limited
James H. Edwards, Jr. ...............         54       Senior Director of Manufacturing
Donald N. MacLean....................         55       Director- Human Resources
Kenneth W. Taylor....................         39       Corporate Controller
William R. Murphy....................         46       Senior Director MIS Support
Lynn A. Becker.......................         38       Senior Director Business Information Systems
John J. Walsh........................         40       Vice-President, Lottery Operations
James L. Nulph.......................         44       Senior Director of Marketing
Peter Tinkl..........................         44       Managing Director-Scientific Games International
                                                       GmbH
Evelyn P. Yenson.....................         55       Senior Director of Corporate Communications
</TABLE>



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         WILLIAM G. MALLOY has been President and Chief Executive Officer since
1990. Mr. Malloy was elected a Director and Chairman of the Board in October
1991 when Centre Partners L.P. and certain executive officers of the Company
purchased substantially all of the assets of the instant lottery ticket
production and sales business and the video lottery business of the predecessor
to the Company in a leveraged buy-out transaction ("Acquisition"). Prior to
becoming the Company's President and Chief Executive Officer, Mr. Malloy served
as Vice President, Treasurer and Chief Financial Officer. Mr. Malloy joined the
Company in 1987 when he transferred from the corporate staff of Bally
Manufacturing Company. Mr. Malloy has over twenty-five years of experience in
the coin-operated amusement and gaming industry. Mr. Malloy currently serves on
the Board of Directors for MDI Entertainment, Inc.

         WILLIAM F. BEHM joined the Company in 1978 and was promoted to
Executive Vice President in 1988 and was elected a Director in 1992. Mr. Behm
has overall management responsibility for Scientific Games' research and
business development projects. In addition, he is also responsible for the
Company's product security. Prior to joining Scientific Games, Mr. Behm was an
aerospace engineer with McDonnell Douglas Corporation. Mr. Behm was
instrumental in the development of the Company's former on-line lottery system,
the invention of instant lottery bar codes, the development of the Company's
environmental instant ticket and the development of the Company's recent
SciScan Technology and Winner's Choice product lines. He is co-named as the
inventor of various issued patents and pending applications and is a regular
speaker at trade shows and conferences on the subject of technology in the
lottery industry.

         THOMAS F. LITTLE joined the Company in 1975 and was promoted to Senior
Vice President in 1991. Mr. Little has overall management responsibility for
Scientific Games' Systems Division, which includes the Company's on-line
lottery systems business. Prior to joining the Company, Mr. Little was Manager
of Data Processing for First National Bank of Atlanta. Mr. Little's experience
includes the introduction of the first video lottery test in Illinois, the
development of the Company's former on-line lottery system and extensive
contacts with the international lottery industry.

         CLIFF O. BICKELL joined the Company as Vice President, Treasurer and
Chief Financial Officer in January of 1995. Mr. Bickell has overall management
responsibility for Scientific Games' corporate financial, accounting, and
administrative affairs, including the Company's human resource function. Prior
to joining Scientific Games, Mr. Bickell was Vice President, Chief Financial
Officer and Treasurer of Paragon Trade Brands, a multi-national consumer
products manufacturer where he had similar financial responsibilities. In
addition, Mr. Bickell has held the positions as Senior Vice President,
Corporate Administration Chief Financial Officer of the W. A. Krueger Co., a
commercial printing company, and Treasurer of Dataproducts Corporation, a
multinational electronics manufacturer.

         C. GRAY BETHEA, JR. joined the Company in 1985 as Vice President,
Secretary and General Counsel. Mr. Bethea has overall management responsibility
for Scientific Games' legal compliance, statutory interpretation, corporate
matters, and contract documents. Throughout his corporate and private practice
of law, Mr. Bethea has had extensive experience in corporate and contract law.
Prior to joining Scientific Games, Mr. Bethea was a partner with the law firm
of Smith, Gambrell & Russell in Atlanta, Georgia.

         BRUCE H. LONGHURST joined the Company in 1997 as Vice President,
International Sales and Marketing. Mr. Longhurst has overall management
responsibility for Scientific Games international marketing and sales efforts.
Prior to joining Scientific Games, Mr. Longhurst was Vice President,
International and Strategic Planning for Autotote Corporation and Managing
Director of its subsidiary TeleControl, which was acquired in 1997 by
Scientific Games. Mr. Longhurst held these and other positions with Autotote
from 1993-1997. From 1988 - 1992, Mr. Longhurst held the position of Executive
Vice President of the Worldwide Wagering Division of General Instrument
Corporation. In addition, Mr. Longhurst was one of the founders and served as
Executive Vice President and General Manager of Ticketron, including its AWI
subsidiary.

         HOWARD H. ROATH joined the Company in 1987 and was promoted to Vice
President, U.S. Sales and Marketing in 1997. Mr. Roath has overall management
responsibility for Scientific Games' U.S. marketing and sales efforts. Prior to
joining Scientific Games, Mr. Roath served as Director of Marketing of the
Pennsylvania



                                       8
<PAGE>   9

Lottery, Director of Pharmaceutical Assistance Program for the Elderly for the
Pennsylvania Department of Aging and Director of the Division of State
Employment for the Pennsylvania's Governor's Office of Administration.

         WILLIAM C. CHRISTIE joined the Company in 1996 as Managing Director
for the Company's subsidiary SGIL in the United Kingdom. Mr. Christie has
overall management responsibility for ticket production and printing for SGIL's
production facilities and for the development of the Company's activities in
prepaid card markets. Prior to joining the Company, Mr. Christie was the
Managing Director of Lottery Products for De La Rue in the United Kingdom.
During his 26 years with De La Rue, Mr. Christie held various other management
positions.

         JAMES H. EDWARDS, JR. joined the Company in 1991 as Plant Manager and
was promoted to Director of Manufacturing in 1998. Mr. Edwards has overall
management responsibility for ticket production and printing for the Company's
United States production facilities. Prior to joining the Company, Mr. Edwards
held various management positions with Quebecor Printing, Inc. for over 20
years.

         DONALD N. MACLEAN joined the Company in 1997 as Director of Human
Resources. Mr. MacLean manages the personnel function for all of the Company's
locations. Prior to joining the Company, Mr. MacLean held the position of Vice
President of Human Resources for Burnham Service Corporation from 1989 to 1997.
In addition, Mr. MacLean was the Corporate Director of Human Resources for
Interlake Corporation and Division Director of Human Resources for Mueller
Corporation.

         KENNETH W. TAYLOR joined the Company in 1987 and was promoted to
Corporate Controller in 1990. Mr. Taylor has management responsibility for
accounting and financial information as well as responsibility for customer
pricing compliance. Prior to joining the Company, Mr. Taylor held auditor
positions with Bally Manufacturing Corporation, Duchossois Industries and
Amsted Industries, Inc.

         WILLIAM R. MURPHY joined the Company in 1984 and was promoted to
Senior Director - MIS Support in 1998. Mr. Murphy has overall management
responsibility for software support for all U.S. system implementations. Mr.
Murphy is also responsible for POS terminal hotline support as well as
operational support for CSP system locations. Mr. Murphy was involved in the
initial development of the Company's original on-line software system and has
been heavily involved in all of the Company's domestic systems installations.
Prior to joining the Company, Mr. Murphy held positions as a systems
engineer/programmer for Consultec, Inc., Data Crown, Inc. and Electronic Data
Systems.

         LYNN A. BECKER joined the Company in 1986 and was promoted to Senior
Director, Business Information Systems in 1997. Mr. Becker has overall
management responsibility for all game development efforts, including
programming for instant game development, game auditing and validation. Mr.
Becker is also responsible for the Company's internal computer systems and
applications. Prior to joining the Company, Mr. Becker held a position as
Senior EDP Auditor for the State Auditors Office in Iowa.

         JOHN J. WALSH joined the Company in 1986 and was promoted to
Vice-President of Lottery Operations in 1998. Mr. Walsh has overall management
responsibility for coordinating lottery operations for both the Instant Ticket
and Related Services and Systems segments. Prior to joining the Company, Mr.
Walsh held positions with Control Data Corporation and Ticketron's sports and
entertainment division.

         JAMES L. NULPH joined the Company in 1996 and was promoted to Senior
Director of Marketing in 1999. Mr. Nulph is responsible for directing the
Company's market research, product development, sales planning and proposal
departments. In addition, Mr. Nulph directs the development of Company wide
marketing plans and sales support programs. Prior to joining Scientific Games
Mr. Nulph served eight years with the Virginia Lottery as Sales and Marketing
Director. In addition, he was the Lottery Sales and Marketing Director for the
Missouri State Lottery, after holding various management positions for the
Colorado State Lottery. Mr. Nulph has also been a consultant to many national
and international advertising agencies.

         PETER TINKL joined the Company in 1997 and was promoted to Managing
Director for the Company's subsidiary SG Austria in Vienna, Austria in 1999.
Mr. Tinkl has overall management responsibilities for SG Austria systems
operations. Prior to joining Scientific Games, Mr. Tinkl was Vice President,
Systems Sales and Marketing



                                       9
<PAGE>   10

for TeleControl, which was acquired by Scientific Games in 1997. Mr. Tinkl was
one of the founders and held various management positions with TeleControl
since 1983.

         EVELYN P. YENSON joined the Company in 1998 and was promoted to Senior
Director of Corporate Communications in 1999. Ms. Yenson has management
responsibility for all corporate communications with the Company's external
partners and customers, the media, contract clients, and others in the lottery
industry. Prior to joining Scientific Games, Ms. Yenson was the Director of
Licensing for the State of Washington from 1997-98. Ms. Yenson has extensive
lottery experience from her position as the Director of the Washington State
Lottery from 1987 through 1997.

         THE FOLLOWING DISCUSSION OF ASPECTS OF THE COMPANY'S BUSINESS ALSO
CONSTITUTES A CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

         The Company wishes to caution readers that the following important
factors, among others, in some cases have affected, and in the future could
affect, the Company's actual results and could cause the Company's actual
quarterly and annual consolidated results for 2000, and beyond, to differ
materially from those expressed in any forward-looking statements made by, or
on behalf of, the Company:

GOVERNMENTAL REGULATION

         Lotteries are not permitted in the various states/jurisdictions of the
United States unless expressly authorized by law. The ongoing operations of
authorized lotteries in the United States typically are extensively regulated.
Applicable legislation varies from jurisdiction to jurisdiction but, in
addition to authorizing the lottery and creating the applicable regulatory
authority, the lottery statutes generally dictate certain broad parameters of
lottery operation, including the percentage of lottery revenues which must be
paid out in prizes. Lottery authorities typically exercise significant control
as to the selection of vendors (such as the Company) and award of lottery
contracts, including ticket prices, types of games played and marketing
strategy, all of which can affect the Company's operating results.

         Prior to and after granting a lottery contract, governmental
authorities generally conduct an investigation of the Company and its employees
and such authorities may require removal of an employee deemed to be
unsuitable. The Company has not been disqualified from a lottery contract as a
result of any such investigation. Certain states also require extensive
personal and financial disclosure (including, among other things, submission of
fingerprints, personal financial statements and federal and state income tax
returns) and background checks of control persons and entities beneficially
owning a specified percentage (typically 5% or more) of the Company's
securities. The failure of such beneficial owners to submit to such background
checks and provide such disclosure could jeopardize the award of a lottery
contract to the Company or provide the basis for cancellation of existing
lottery contracts.

         Scientific Games from time to time retains governmental affairs
representatives in various states of the United States to advise legislators
and the public concerning its views on lottery legislation, to monitor any such
legislation and to advise the Company in its relations with lottery
authorities. Scientific Games also makes campaign contributions to various
state political parties and state political candidates. The Company believes it
has complied with applicable laws and regulations concerning campaign
contributions and lobbying disclosures.

         The award of lottery contracts and ongoing operations of lotteries in
international jurisdictions also are extensively regulated, although this
regulation usually varies from that prevailing in the United States.
Restrictions are frequently imposed on foreign corporations seeking to do
business in such jurisdictions and, as a consequence, the Company has, in a
number of instances, allied itself with a local company when seeking foreign
lottery contracts. Laws and regulations applicable to lotteries in the United
States and foreign jurisdictions are subject to change and the effect of such
changes on the Company's ongoing and potential operations cannot be predicted
with certainty.



                                      10
<PAGE>   11

MARKETS

         The Company's operations are international in scope. With 37 states
and the District of Columbia currently operating lotteries in the United
States, the Company's growth in the domestic market depends primarily on
expanded activities of existing lotteries as well as winning new contract
awards, re-bids and contract extensions. The Company has a high percentage of
the U.S. instant ticket market but has only a minimal Systems presence in the
U.S. As a result, we believe the Systems market in the U.S. is a source of
potential revenue growth for the Company. Contrasted with the domestic market,
the international market is far from mature, with various countries viewing
lotteries as a potential source of revenue for a variety of governmental
programs. For a discussion of the Company's net revenues, operating income and
identifiable assets attributable to U.S. production operations, see Note 11 of
the Notes to the Financial Statements set forth elsewhere in this report, which
is incorporated herein by reference thereto. For a discussion of revenues from
lottery agencies and other customers domiciled in foreign countries, also see
Note 11 which is incorporated herein by reference. For a discussion of the
Company's U.S. contracts subject to extension or scheduled to expire during
1999 and 2000, see "Management's Discussion and Analysis of Financial
Conditions and Results of Operations" on pages 16 and 17 of the Company's 1999
Annual Report to Shareholders, which is incorporated herein by reference.

         In 1999, one customer, the Georgia Lottery Corporation, accounted for
approximately 10% of the revenues of the Company. U.S. instant ticket lottery
contracts typically have an initial term of from one to five years and usually
provide the customer with options to extend the contract one or more times
under the same or mutually agreeable terms and conditions for additional
periods generally ranging from one to five years. The average term of a U.S.
on-line contract is five to ten years, with additional extension options, which
limits the number of contracts available for bidding in any given year. The
Company's customers have exercised extension options in the Company's U.S.
instant lottery contracts a majority of the time.

         The table included herein lists the United States lottery contracts
for which we had executed agreements as of March 23, 2000 and certain
information with respect thereto. We are the primary instant ticket supplier
unless otherwise noted. The table also includes 1999 instant ticket retail
sales for each state or district.



                                      11
<PAGE>   12

                                SCIENTIFIC GAMES
                        UNITED STATES LOTTERY CONTRACTS

<TABLE>
<CAPTION>
                                   1999
                               INSTANT TICKET     COMMENCEMENT         EXPIRATION        CURRENT RENEWAL
                                RETAIL SALES     DATE OF CURRENT    DATE OF CURRENT          OPTIONS
     STATE/DISTRICT            (IN MILLIONS)        CONTRACT            CONTRACT            REMAINING          TYPE OF CONTRACT
---------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>                <C>              <C>                       <C>
Arizona                                125.0       January 1998        January 2001            2 one-year                    ITRS
Colorado                               240.4           May 1995           June 2000                  none                    ITRS
Connecticut                            503.3        August 1998         August 2000            2 one-year                    ITRS
Delaware                                19.7          July 1995       December 2000                  none                    ITRS
District of Columbia                    31.5           May 1996            May 2000            1 one-year                    ITRS
Florida                                664.6         April 1997      September 2002                  none                    ITRS
Georgia                                900.7           May 1993          April 2003                  none                    ITRS
Idaho                                   56.9       October 1999        October 2001            2 one-year                   ITRS*
Illinois                               549.4          July 1996           July 2000            2 one-year                    ITRS
Indiana                                337.1      December 1997       December 2000            1 one-year                    ITRS
Kentucky                               252.4       October 1997        October 2002                  none                    ITRS
Maine                                  107.7          July 1990           June 2000                  none       ITRS and  Systems
Massachusetts                         2305.4        August 1999         August 2001            3 one-year                    ITRS
Minnesota                              280.0       January 1999        January 2002            3 one-year                   ITRS*
Missouri                               259.6          June 1997           June 2001                  none        ITRS and Systems
Nebraska                                36.1          July 1993           June 2001                  none        ITRS and Systems
New Jersey                             547.1      November 1996        October 2000            1 one-year                    ITRS
New Mexico                              58.2         March 1997          March 2000            3 one-year                    ITRS
New York**                             937.5         April 1996           July 2000            1 one-year                    ITRS
New York **                                        January 2000          March 2002                  none        ITRS and Systems
Oregon                                 143.7          June 1998           June 2001            3 one-year                   ITRS*
Pennsylvania                           457.0         April 1997          April 2002            5 one-year                    ITRS
Rhode Island                            59.5         April 1998          April 2001            2 one-year                   ITRS*
South Dakota                            13.1          June 1995           June 2000                  none                    ITRS
Texas                                 1426.0         March 1999          March 2002                  none                    ITRS
Virginia                               372.3       January 1997           July 2002  1 three or five year                 Systems
Washington                             261.3           May 1995            May 2000                  none                    ITRS
W. Virginia                             77.0      December 1996           June 2000                  none        ITRS and Systems
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*  secondary printer
** There are separate contracts for the supply of instant tickets and the
   supply of warehousing, distribution, telemarketing and systems
ITRS = Instant Ticket and Related Services

         The Company's re-entry into the on-line lottery business in 1998 has
and will allow the Company to compete for a share of both the U.S. and
international sales in the future. The Company expects to bid on these U.S.
contracts, while pursuing international on-line opportunities during 2000.

         The Company currently provides instant ticket validation systems to
the six states shown in the chart. In addition, the Company currently has
eleven SGI-NET systems installations in Europe and in 1999 added France,
Western Canada and Golden Casket Lottery Corporation in Australia. As a result
of winning the contract to provide on-line lottery services to the Western
Canada Lottery Corp., we believe we are now better positioned to compete for
additional on-line contracts, not only in the remainder of Canada, but also in
the rest of North America. In addition, the sale of SciScan terminals to
Greece, Golden Casket Lottery Corporation, and France better positions the
Company to market its SciScan Technology in Europe. We believe our technical
and marketing expertise, our



                                      12
<PAGE>   13

reputation as a quality instant ticket provider, our financial stability and
our quality on-line products will allow us to obtain an increased percentage of
the U.S. on-line market.

         Sales outside the United States may consist of sales of goods and
services exported to customers located overseas, sales of goods and services to
customers in countries in which the Company's foreign subsidiaries have
manufacturing facilities or sales of goods and services by the Company's
foreign subsidiaries located outside the country of production. Although the
Company does business worldwide, a majority of the Company's current foreign
operations are conducted in Europe, and a majority of U.S. export sales are
made to customers located in Europe.

         The Company's international lottery contracts are less likely to have
firm contract periods and, historically, international lottery ticket customers
have sought competitive bids for such contracts more frequently than domestic
U.S. customers. The volume and timing of the international contracts fluctuate
from country to country and it is difficult to predict the volume or timing of
sales to these customers from period to period.

INDUSTRY SEGMENT INFORMATION AND CLASSES OF SIMILAR SERVICES

         Information with respect to the Company's industry segments,
geographical operations and classes of similar services is set forth in Note 11
to the Consolidated Financial Statements of the Company, which appears on pages
40 through 42 of the Company's 1999 Annual Report to Shareholders, which Note
11 is incorporated herein by reference.

LOTTERY CONTRACTS:  PROCUREMENT PROCESS AND REQUIREMENTS

         Lotteries in the United States typically select an instant ticket or
on-line supplier by issuing a Request for Proposals ("RFP") which outlines
contractual obligations as well as products and services to be delivered. An
evaluation committee frequently comprised of key lottery staff evaluates
responses based on various criteria. These criteria usually include quality of
product, security plan and features, experience in the industry, quality of
personnel and services to be delivered and price. We believe that the quality
of our personnel, our technical expertise and our manufacturing efficiency give
us many advantages relative to the competition when responding to state lottery
RFPs. However, many lotteries still award the contract to the qualified vendor
with the lowest price, regardless of factors other than price. Contract awards
by lottery authorities in the United States are sometimes challenged by
unsuccessful competitors which can result in protracted legal proceedings.

         Domestic lottery contracts, including ours, typically contain
provisions for payment of liquidated damages for late delivery of tickets,
delivery of defective tickets or system non-operability, which in the aggregate
could result in several million dollars or more per day in penalties to the
Company. Although the payment of liquidated damages with respect to on-line
lotteries may not be uncommon, the Company believes it is uncommon for instant
lotteries. Scientific Games has not typically paid liquidated damages in a
material amount under instant ticket lottery contracts, although we have on
occasion negotiated customer allowances which have not had a material effect on
our business.

         Lottery contracts to which the Company is party frequently contain
exacting implementation schedules and performance requirements. Failure to meet
these schedules and requirements may result in substantial monetary liquidated
damages, as well as possible contract termination. The Company maintains a
bonding program for its bid bonds, litigation bonds and performance bonds
through various insurance companies. As of December 31, 1999, $87 million was
outstanding in aggregate face amount of surety bonds issued. One or more of
these bonds is generally required by a lottery customer in order to participate
in a lottery procurement or to enter into a contract with the lottery following
successful bid. Failure to provide such bonds would materially and adversely
affect the Company's ability to do business. The Company's bonding program is
backed by a blanket indemnity of the surety.

         Our contracts of periodically expire and/or reach optional extension
dates. Upon the expiration of a contract (including any extensions thereof),
lottery authorities may award new contracts through a competitive procurement
process. There can be no assurance that our current contracts will be extended
or that we will be awarded new contracts as a result of competitive procurement
processes in the future. The Company's lottery contracts typically permit a
lottery authority to terminate the contract at any time for failure to perform
and other



                                      13
<PAGE>   14

specified reasons, and many of such contracts permit the lottery authority to
terminate the contract at will without penalty. Depending upon, among other
factors, the amount of revenue we derived thereunder, the termination,
expiration or failure to renew one or more instant lottery contracts could have
a material adverse effect on the our results of operation, business or
prospects.

COMPETITION

         The instant and on-line lottery businesses are highly competitive, and
the Company's business faces competition from a number of domestic and foreign
instant ticket manufacturers, on-line lottery system providers and other
competitors.

         Scientific Games currently has two primary instant lottery ticket
competitors in the U.S.: Pollard Banknote Limited ("Pollard") and Oberthur
Gaming Technologies ("OGT," a subsidiary of Group Francois-Charles Oberthur of
France). In addition, Creative Games International, Inc. ("Creative Games", a
subsidiary of Canadian Bank Note Company, Ltd.) is a competitor in the U.S. The
Company estimates that the retail sales value of its U.S. customer base was in
excess of 68% of total U.S. instant ticket retail sales in 1999 - approximately
twice as large as its next largest competitor. Except as permitted by the
applicable provisions of the North American Free Trade Act with respect to
Canada and Mexico, it is currently illegal to import lottery tickets into the
United States from a foreign country. The Company's business could be adversely
affected should additional foreign competitors in Canada or Mexico export their
lottery products to the U.S. or should other foreign competitors establish
printing facilities in the U.S., Canada or Mexico to supply the U.S. market.

         Internationally, there are many lottery instant ticket vendors which
provide competition to the Company, including, among others, OGT, Pollard,
Creative Games, GPS Honsel and various other vendors.

         GTECH Holdings Corporation ("GTECH") is our major competitor in the
on-line market with about 70% of the U.S. market. Other on-line competitors in
the U.S. are Automated Wagering International Inc. ("AWI") a subsidiary of
Anchor Gaming and Autotote Corporation. GTECH is also our major competitor in
the international on-line market with the balance of the market being served by
Scientific Games, AWI, EssNet AB and a few other companies.

         Both in the U.S. market and internationally, factors which influence
the award of lottery contracts in addition to price, are believed to include,
among others, the ability to optimize lottery revenues through game design and
technical capability, quality of the product, dependability, production
capacity, marketing experience, financial condition and reputation of the
bidder, the security and integrity of the bidder's production operations,
products and services offered and the satisfaction of various other
requirements and qualifications imposed by specific jurisdictions.

         We believe our position as a leading worldwide producer of instant
lottery tickets and our reputation as a developer of state-of-the-art
technology and marketing concepts, as well as our experience in the industry,
are believed to enhance significantly our competitive position. The large
capital investment necessary to purchase, customize and install an instant
ticket printing operation, the high level of security required in the lottery
industry and the fact that all states in the U.S. which have lotteries have
typically required potential suppliers to have prior lottery experience are all
factors which tend to limit the number of firms which are willing to, or are in
the position to, enter the instant lottery ticket production business. Our
business could be adversely affected should our competitors' research and
development activities result in reduced technological differentiation between
our products and their products. Similarly, in the event technological
developments materially reduce the capital investment required to finance
secure lottery ticket printing and systems operations, our business could be
adversely affected by increased competition. We do not anticipate any material
reduction in the level of capital financing required for entry into the lottery
product business in the foreseeable future.

         None of our current competitors in the U.S. market produce instant
lottery tickets, provide on-line systems and offer a full range of services to
state lotteries. Our U.S. competitors typically either manufacture only instant
tickets or provide only certain services, such as software for the management
systems, marketing assistance or other specific duties. However, an on-line
vendor in cooperation with an instant ticket supplier may jointly be considered
a competitor or potential competitor. In addition, an on-line vendor not in
cooperation with an instant ticket supplier



                                      14
<PAGE>   15

may nonetheless provide various cooperative services, including data processing
services. Scientific Games has two primary domestic and international
competitors in this regard: AWI and GTECH.

         In 1997, we discontinued our charity pull-tab ticket business, which
was produced and distributed by our subsidiary GameTec Inc. ("GameTec"). In
connection with the disposition, we sold substantially all of the assets of
GameTec to International Gamco, Inc. ("Gamco"). We entered into a three-year
extendible marketing agreement with Gamco to provide marketing and related
services to state lotteries for pull-tab tickets. Currently, the Company has 3
contracts with state lotteries for pull-tab tickets. We believe it is desirable
to offer pull-tab tickets to its lottery customers to maintain a full range of
products and services and we continue to provide pull-tab tickets to our
lottery customers through the marketing agreement. The sales of pull-tab
tickets to lottery customers are included in our Instant Ticket and Related
Services segment and accounted for less than 10% of our consolidated gross
revenues in 1999.

POTENTIAL FLUCTUATIONS IN OPERATING RESULTS

         Our operating results may vary significantly from period to period.
Revenues and capital expenditures may be difficult to forecast because our
sales cycle may vary and depend upon facts such as the size and timing of
awarded contracts, changes in customer budgets, delays in customer orders,
changes in lottery marketing strategies and ticket ordering patterns and
general economic conditions. Contracts with governmental entities operating
newly authorized instant lotteries tend to generate higher levels of ticket
sales in the initial months.

         Our operating results also may be affected by the working capital
requirements associated with preparing facilities and equipment, establishing
the distribution system and printing tickets for a recently awarded contract,
and by the amount of time elapsing before the receipt and/or recognition of
revenues from the sale of Instant Tickets and Related Services. Significant new
customer contracts may require the expenditure of additional resources and the
creation of additional infrastructures before revenues are realized. In
addition, operating results may be affected if we need to utilize overtime
labor or by our ability to smoothly integrate new and/or upgraded production
equipment with our existing production operations. Revenues from the sale of
Instant Tickets and Related Services and Systems may be recognized based upon
ticket shipments, a percentage of the lottery's sales to the public, a
contracted price, a license agreement, an equipment lease agreement or any
combination of the foregoing.

         Additionally, circumstances encountered in international markets,
including the substantial amount of time involved in bidding on any
international contract, the evaluation of such bid and the resultant contract
award or rejection can vary significantly from that originally anticipated when
the bid is prepared. All of these factors may make it difficult to forecast
revenues and expenditures related to our operations over extended periods and
may result in fluctuations in our quarterly financial results. Accordingly,
quarter to quarter fluctuations in revenues may be expected.

RELIANCE ON SENIOR MANAGEMENT

         We have benefited and continue to benefit substantially from the
skills, experience and efforts of our senior management (See "Executive
Officers"). The loss of the services of members of the Company's senior
management could have a material adverse effect on our business and prospects.

ADDITIONAL RISK FACTORS AND INVESTMENT CONSIDERATIONS

         Additional or related factors which could affect our actual results
and could cause our actual consolidated results for the first quarter of 2000,
and beyond, to differ materially from those expressed in any forward-looking
statement made by, or on behalf of, the Company include:

         Continued or increased pressure to change the selling prices for our
products, and the resulting effects on margins, our actions in connection with
continued competition in many product areas, including, but not limited to,
price competition and fluctuating demand for certain lottery ticket products by
one or more lottery customers;



                                      15
<PAGE>   16

         Difficulties or delays in the development, production, testing and
marketing of products, including, but not limited to, a failure to ship new
products utilizing SGI-NET, SciScan Technology and/or other technologies when
anticipated, the failure of customers to accept these products or technologies
when planned, any defects in products and a failure of manufacturing economies
to develop when planned;

         Occurrences affecting the Company's ability to reduce product and
other costs, and to increase productivity;

         Inability to offset pricing competition with production efficiencies
and economies of sales; underutilization of the Company's plants and factories
resulting in production inefficiencies and higher costs; start-up expenses and
inefficiencies and delays and increased depreciation costs in connection with
the start of production in new plants and expansions;

         The amount, and rate of growth in, the Company's selling, general and
administrative expenses, and the impact of unusual items resulting from the
Company's ongoing evaluation of its business strategies, asset valuations and
organizational structures;

         The compromise or breach or perceived compromise or breach of the
Company's production security and integrity or the security and integrity of
its products or services;

         Difficulties in obtaining raw materials, supplies, power and natural
resources and any other items needed for production of lottery tickets and
other products;

         The acquisition of fixed assets and other assets, including
inventories and receivables, and the making or incurring of any expenditures
and expenses, including, but not limited to, depreciation and research and
development expenses, any revaluation of assets or related expenses and the
amount of, and any changes to, tax rates;

         The effects of, and changes in, trade, monetary and fiscal policies,
laws and regulations, other activities of governments, agencies and similar
organizations, and social and economic conditions, such as trade restrictions
or prohibitions, inflation and monetary fluctuations, import and other changes
or taxes, the ability or inability of the Company to obtain, or hedge against,
foreign currency, foreign exchange rates and fluctuations in those rates, loss
of international contracts or lower international revenue resulting from
increased expenses associated with overseas operations, the impact of foreign
labor laws and disputes, adverse effects arising out of political unrest,
terrorist activity, nationalizations and unstable governments and legal
systems, and intergovernmental disputes, as well as actions affecting
frequency, use and availability of lottery products and licensing of lotteries
for business;

         The costs and other effects of legal or administrative cases and
proceedings (whether civil, such as environmental and product-related, or
criminal), settlements and investigations, claims, and changes in those items;
developments or assertions by or against the Company relating to intellectual
property rights and intellectual property licenses; adoptions of new, or
changes in, accounting policies and practices and the application of such
policies and practices;

         The effects of changes in compensation and benefit levels internally
or in our industry; activities of third parties with which we have an agreement
or understanding, including any issues affecting any investment or joint
venture in which we have an interest; the amount, type and cost of the
financing available to or utilized by us; and

         Our ability to integrate acquisitions into our existing operations and
unexpected difficulties or problems with such acquired entities including
inadequate production equipment, inadequate production capacity or quality,
outdated or incompatible technologies or an inability to realize anticipated
synergies and efficiencies, whether within anticipated timeframes or at all.

         For a more detailed discussion of certain of these risks see Item 3
"Legal Proceedings" and Item 7 "Management's Discussion and Analysis of
Financial Condition and Results of Operations".



                                      16
<PAGE>   17

ITEM 2.     PROPERTIES

         We currently have four instant ticket manufacturing sites: a 71,000
square foot leased facility in Gilroy, California (the "California Facility");
a 185,000 square foot owned headquarters and manufacturing facility in
Alpharetta, Georgia (the "Georgia Facility"); a 112,000 square foot leased
facility in Leeds, United Kingdom (the "Leeds Facility"); and a 30,000 square
foot leased facility in Bradford, United Kingdom (the "Bradford Facility"). We
are expanding our Georgia Facility by 60,000 square feet to accommodate
additional manufacturing and office space. This expansion is scheduled for
completion in July of 2000. In addition, we are constructing a new 152,000
square foot facility in Leeds, England in order to consolidate our current
Leeds and Bradford facilities in one location. Occupancy is scheduled for
September of 2000. The lease on our existing Leeds Facility expires on October
31, 2000 and we plan to sub-lease our existing Bradford Facility for its
remaining lease term, which expires June 30, 2016. We have also announced our
plans to close the California Facility in June of 2000 and have notified the
landlord of our termination of the lease agreement.

         We also have a 10,000 square foot leased facility in Vienna, Austria
(the "Austria Facility"), which is dedicated to software development activities
for our on-line business and a 12,000 square foot leased facility in Suresnes
Cedex (Paris), France (SciGames France), which is dedicated to terminal
hardware and software development. Sales support, research, product
development, U.S. software development and support and graphics are located at
our Georgia Facility where we also lease a 10,000 square foot facility which
houses a portion of our software development and terminal repair operations.
Our employees also may be located at facilities owned or leased by lotteries.
In addition, we lease approximately 193,000 square feet of facilities in
several states in order to provide additional services to our Instant Ticket
and Related Services customers.

         At the present time our four manufacturing facilities have a combined
maximum production capacity of approximately 14 billion "standard sized" (2 by
4 inch) tickets per year. However, at maximum production capacity, the Company
incurs overtime expense and can encounter reduced efficiencies . The Leeds
Facility consists of office and production space equipped with five sheet-fed
offset presses. The administrative and game development departments for both
the Leeds and Bradford Facilities are in this location. The Bradford Facility
includes office and production space and is equipped with three separate
printing processes: offset, inkjet and rotary screen. The Austria Facility
consists of office and software development space equipped with
state-of-the-art software development tools. The Austria Facility lease expires
on December 31, 2007. The SciGames France facility consists of office and
hardware/software development space and its lease expires in March of 2008,
with an option to terminate the lease every three years, with the next option
date being March of 2002.

         Scientific Games' headquarters and printing facility in Georgia began
operation in February 1992. Our Georgia Facility operates two presses,
including a modern 15 station gravure press. The gravure press is equipped with
a state-of-the-art register control system, designed to reduce overall waste
while achieving high quality. The press has four reversible stations providing
color flexibility including potential four-color back printing in selected
situations and is designed to accommodate alternative printing technology on a
station-by-station basis. The press is designed to dry both water-based and
solvent-based inks at full press speed. Currently, the use of water-based inks
is increasing as the printing industry moves to reduce its output of volatile
organic compounds (VOC's) created as the result of drying solvent based inks.

         In 2000, we will be adding a third press to the Georgia Facility as
part of the expansion mentioned above. The press uses flexographic technology
and has 21 stations. The press is scheduled to be commissioned in June of 2000.
The cost of the total expansion of the Georgia Facility is estimated at
approximately $15 million.

         The Company has presses at the Leeds and Bradford Facilities located
in the United Kingdom. The Leeds Facility has five sheet-fed offset presses as
well as imaging and silk screen equipment. The Bradford Facility utilizes three
separate printing processes, which are an offset, inkjet and rotary screen. In
1997 we began installation of new imagers, data stations and related equipment
incorporating significantly advanced technology for our existing presses at the
Bradford Facility at a total retail cost of approximately $3.0 million. Such
imagers became fully operational in March 1998 and materially increased the
efficiency and flexibility (and thus capacity) of our existing presses at the
Bradford Facility.



                                      17
<PAGE>   18

         In early 2001, we will be adding a new 11 station flexographic press
in the new Leeds Facility which will replace current printing equipment. The
total cost of this new facility and the equipment purchases is estimated at
approximately $24 million.

ITEM 3.     LEGAL PROCEEDINGS

           As initially reported in July 1993 and periodically reported
thereafter, the Company's Scientific Games Inc. ("SGI") subsidiary owns a
minority interest in Wintech de Colombia S.A. ("Wintech"), which formerly
operated the Colombian national lottery under contract with Empresa Colombiana
de Recursos para la Salud, S.A. ("Ecosalud"), an agency of the Colombian
government. The contract projected that certain levels of lottery ticket sales
would be attained and provided a penalty against Wintech, SGI and the other
shareholders of Wintech of up to $5.0 million if such performance levels of
lottery ticket sales were not achieved. In addition, with respect to a further
guarantee of performance under the contract with Ecosalud, SGI delivered to
Ecosalud a $4.0 million bond issued by a Colombian surety, Seguros del Estado
("Seguros"). Wintech started the instant lottery in Colombia, but, due to
difficulties beyond its control, including, among other factors, social and
political unrest in Colombia, frequently interrupted telephone service and
power outages, and competition from another lottery being operated in a
province of Colombia in violation of Wintech's exclusive license from Ecosalud,
the projected sales level was not met for the year ended June 1993. On July 1,
1993, Ecosalud adopted resolutions declaring, among other things, that the
contract was in default and asserted various claims for compensation and
penalties against Wintech, SGI and other shareholders of Wintech. As the
Company has previously disclosed in its filings with the Commission, litigation
is pending in Colombia concerning various claims among Ecosalud, Wintech and
SGI, relating to the termination of the contracts with Ecosalud (the "Colombian
Litigation"). Ecosalud's claims in the Colombian Litigation were for, among
other things, realization on the full amount of the penalty, plus interest and
costs of the bond.

         SGI has consulted with Colombian counsel and been advised that SGI has
various legal defenses to Ecosalud's claims. SGI also has certain cross
indemnities and undertakings from the two other privately held shareholders of
Wintech for their respective shares of any liability to Ecosalud. That
obligation is secured in part by a $1.5 million confirmed letter of credit in
favor of SGI.

         The Colombian surety which issued a $4.0 million bond to Ecosalud
under the contract paid $2.4 to Ecosalud under the bond, and made demand upon
SGI for that amount under the indemnity agreement entered into by the surety
and SGI. SGI declined to make or authorize any such payment and notified the
surety that any payment in response to Ecosalud's demand on the bond was at the
surety's risk. No assurance can be given that the other shareholders of Wintech
will, or have sufficient assets to, honor their indemnity undertakings to SGI
when the claims by Ecosalud against SGI and Wintech are finally resolved, in
the event such claims result in any final liability.

         On April 2, 1998, Seguros brought suit against SGI in the United
States District Court for the Northern District of Georgia, Atlanta Division,
Civil Action No. 1:98-CV-968-CAM. The plaintiff sought $2.4 million for sums
paid by Seguros to Ecosalud under the surety bond on November 1, 1994, plus
interest at the Colombian bank rate of interest. SGI filed a motion to dismiss
based on the Colombian statute of limitations of two years and, alternatively,
sought that the case be dismissed on other grounds. Seguros filed a motion for
summary judgment with the Court on May 6, 1998 seeking summary judgment on its
claim in the amount of $2.4 million, plus interest.

         On September 29, 1999, the District Court issued an order in which it
denied various motions of SGI, including a motion to dismiss, and granted
Seguros' motion for summary judgment. On September 29, 1999, the District Court
also entered judgment for Seguros in the amount of $2.4 million or the
equivalent in Colombian pesos as of the judgment date, plus pre-judgment
interest at a rate of 38.76% per annum, equivalent to approximately $4.6
million.

         SGI has appealed the matters covered by the District Court's order and
judgment. SGI has posted an appeal bond in the amount of $7 million through its
existing bonding arrangements. SGI continues to believe that it



                                      18
<PAGE>   19

has meritorious defenses, including that the amount paid by Seguros was
improperly paid because of the default by Ecosalud of its obligations to SGI,
which claims remain the subject of separate litigation in Colombia.

         In addition to vigorously prosecuting its appeal of the District
Court's order and judgment, SGI continues to vigorously defend the Colombian
litigation and has been advised by counsel that SGI has various defenses on the
merits as well as procedural defenses to the litigation (which it has
asserted). Nevertheless, it is not possible to determine the exact/ultimate
outcome of the appeal of the order and judgment granted to Seguros or the
outcome of any litigation in Colombia. While it is not feasible to predict or
determine the final outcome of these proceedings, management, based on the
knowledge of the related facts and circumstances does not believe that any
potential losses will result in a materially adverse effect on the Company's
financial position, results of operations, liquidity or capital resources.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of security holders at any time
during the fourth quarter of the year ended December 31, 1999.



                                      19
<PAGE>   20

                                    PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
            MATTERS

         In July 1997, the Company adopted a shareholders rights plan which
provided for the issuance to each holder of the Company's Common Stock, certain
rights (the "Rights") to purchase shares of the Company's redeemable Series A
Participating Cumulative Preferred Stock pursuant to the terms of a Rights
Agreement. Such rights are exercisable after distribution by holders other than
"Acquiring Persons" as defined in the Rights Agreement in the event of certain
ownership changes and in connection with certain business combinations. The
Rights may have certain anti-takeover effects. The Rights may cause substantial
dilution to a person that attempts to acquire the Company without a condition
to such an offer being that a substantial number of the Rights be acquired or
that the Rights be redeemed or declared invalid. The Rights should not
interfere with any merger or other business combination approved by the Board
of Directors (under some circumstances, with the concurrence of the Continuing
Directors) since the Rights may be redeemed by the Company. A copy of the
Rights Agreement and a more expansive summary of the provisions thereof is set
forth in the Company's Form 8-A/A with respect thereto, filed with the
Commission on August 6, 1997 and in amendment there to is an exhibit to this
annual report.

         The information presented under the caption "Corporate Information" on
page 45 of the Company's 1999 Annual Report to Shareholders is incorporated
herein by reference.

ITEM 6      SELECTED FINANCIAL DATA

         The information presented under the caption "Five-Year Selected
Financial Data" on page 14 of the Company's 1999 Annual Report to Shareholders
is incorporated herein by reference.

ITEM 7      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

         The information presented under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 15
through 22 of the Company's 1999 Annual Report to Shareholders is incorporated
herein by reference.

ITEM 7A     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The information set forth under the heading "Inflation, Changing
Prices, Foreign Currency Fluctuations and Market Risk" appearing on pages 21
through 22 of our 1999 Annual Report to Shareholders is incorporated herein by
reference.

ITEM 8      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information presented under the caption's "Consolidated Statements
of Income", "Consolidated Balance Sheets", "Consolidated Statements of Cash
Flows", "Consolidated Statements of Shareholders' Equity", and "Notes to
Consolidated Financial Statements", on pages 23 - 44 of the Company's 1999
Annual Report to Shareholders is incorporated herein by reference.

ITEM 9      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

         Not Applicable



                                      20
<PAGE>   21

PART III

ITEM 10     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         This information required by Item 10 is incorporated by reference from
the information in Registrant's proxy statement (filed or to be filed pursuant
to Regulation 14A) for its Annual Meeting of Stockholders to be held May 19,
2000, except as to biographical information on Executive Officers which is
contained in Item 1 of this Annual Report on Form 10-K.

ITEM 11     EXECUTIVE COMPENSATION

         The information required by Item 11 is incorporated by reference from
the information in Registrant's proxy statement (filed or to be filed pursuant
to Regulation 14A) for its Annual Meeting of Stockholders to be held May 19,
2000.

ITEM 12     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by Item 12 is incorporated by reference from
the information in Registrant's proxy statement (filed or to be filed pursuant
to Regulation 14A) for its Annual Meeting of Stockholders to be held May 19,
2000.

ITEM 13     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by Item 13 is incorporated by reference from
the information in Registrant's proxy statement (filed or to be filed pursuant
to Regulation 14A) for its Annual Meeting of Stockholders to be held May 19,
2000.



                                      21
<PAGE>   22

                                    PART IV

ITEM 14     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) Consolidated Financial Statements

       The following financial statements and notes thereto of Scientific Games
Holdings Corp. are incorporated in Item 8 by reference from the Company's 1999
Annual Report to Shareholders:

<TABLE>
<CAPTION>
                                                                                                            Page in Annual
                                                                                                        Report to Shareholders
                                                                                                        ----------------------

       <S>                                                                                              <C>
       Consolidated Statements of Income, Years ended December 31, 1999, 1998 and 1997                              23

       Consolidated Balance Sheets -- December 31, 1999 and 1998                                                     24

       Consolidated Statements of Cash Flows -- Years ended December 31, 1999, 1998 and 1997                       25

       Consolidated Statements of Shareholders' Equity, Years ended December 31, 1999, 1998 and 1997             26-27

       Notes to Consolidated Financial Statements -- December 31, 1999                                            28-43

       Report of Independent Auditors                                                                               44
</TABLE>

(a)(2) Financial Statement Schedules

       Schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.

(a)(3) Reports on Form 8-K

       No reports on Form 8-K were filed during the fourth quarter of 1999.

(a)(4) Listing of Exhibits

       The exhibits listed below are filed with or incorporated by reference
into this annual report on Form 10-K.

<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION OF EXHIBIT
-----------     ----------------------
<S>             <C>
3. 1                --  Second Amended and Restated Certificate of
                        Incorporation of Scientific Games Holdings Corp. with
                        Certificate of Designation (12)
3.2                 --  Second Amended and Restated By-Laws of Scientific
                        Games Holdings Corp. (4)
10.2                --  Agreement by and between the Massachusetts State
                        Lottery Commission and Scientific Games, Inc. dated
                        December 18, 1987 and extensions thereto (1)
10.6                --  Employment Agreement ("Old Malloy Employment
                        Agreement") dated as of October 1, 1991 between
                        Scientific Games Operating Corp. (now known as
                        Scientific Games Inc.) and William G. Malloy (1)
10.7                --  Employment Agreement ("Behm Employment Agreement")
                        dated as of October 1, 1991 between Scientific Games
                        Operating Corp. (now known as Scientific Games Inc.)
                        and William F. Behm (1)
10.8                --  Employment Agreement ("Little Employment Agreement")
                        dated as of October 1, 1991 between Scientific Games
                        Operating Corp. (now known as Scientific Games Inc.)
                        and Thomas F. Little (1)
10.10               --  Form of Promissory Note evidencing loans to Management
                        Stockholders (1)
</TABLE>



                                      22
<PAGE>   23

<TABLE>
<S>                 <C>
10.16               --  Second Amendment to Asset Purchase Agreement dated as
                        of October 1, 1991 between Bally Manufacturing
                        Corporation and Scientific Games Operating Corp. (now
                        known as Scientific Games Inc.) (re: earnout) (1)
10.17               --  Stockholders' Agreement dated as of July 1, 1993, as
                        amended (1)
10.18               --  Amended First 1991 Management Stock Option Plan (1)
10.19               --  Amended Second 1991 Management Stock Option Plan (1)
10.20               --  1993 Management Stock Option Plan (1)
10.21               --  Industrial Real Estate Lease dated December 4, 1984
                        between Arroyo One as Landlord and Scientific Games
                        Inc. as Tenant (Gilroy Lease), as amended (1)
10.22               --  Lease dated April 27, 1987 between Kishimura Bros. and
                        Scientific Games of California, Inc. (Scientific Games
                        of California, Inc. assigned its leasehold interest to
                        Scientific Games Operating Corp., now known as
                        Scientific Games, Inc.), as amended (1)
10.23               --  Form of Amendment to Old Malloy Employment Agreement (1)
10.24               --  Form of Amendment to Behm Employment Agreement (1)
10.25               --  Form of Amendment to Little Employment Agreement (1)
10.26               --  Instant Ticket and Associated Products and Services
                        Agreement dated May 4, 1993 by and between Georgia
                        Lottery Corporation and Scientific Games, Inc. (4)
10.31               --  Form of revised Severance Benefits Agreement (4)
10.32               --  Amendment to Amended First 1991 Management Stock Option
                        Plan (4)
10.33               --  Amendment to Amended Second 1991 Management Stock Option
                        Plan (4)
10.34               --  Amendment to 1993 Management Stock Option Plan (4)
10.35               --  First Amended and Restated 1993 Directors' Stock Option
                        Plan (4)
10.37               --  1994 Management Stock Option Plan (6)
10.38               --  1995/1996 Management Stock Option Plan (6)
10.39               --  Key Employee Restricted Stock Option Plan (6)
10.40               --  Severance Benefits Agreement dated as of May 5, 1995,
                        between Scientific Games Holdings Corp. and Cliff O.
                        Bickell (7)
10.42               --  Key Employee Restricted Stock Plan (6)
10.43               --  Form of Key Employee Restricted Stock Plan Restricted
                        Stock Award Agreement (7)
10.45               --  Instant Lottery Tickets Supply Agreement between Thomas
                        De La Rue Limited, Scientific Games Inc. and Camelot
                        Group plc, dated June 15, 1995. (3)(8)
10.46               --  Credit Agreement for Line of Credit From First Union
                        National Bank of Georgia to Scientific Games Holdings
                        Corp. and Scientific Games Inc. Dated: December 20,
                        1996 (9)
10.47               --  Rights Agreement dated as of July 10, 1997 between
                        Scientific Games Holdings Corp. and First Union
                        National Bank as Rights Agent ("the Rights Agreement")
                        (11)
10.48               --  Amended Bank Credit Agreement (12)
10.49               --  1998 Employee Stock Purchase Plan, as amended and
                        restated (12)
10.50               --  Stock Purchase Agreement dated as of April 15, 1997, by
                        and between Scientific Games Holdings Corp. and
                        Autotote Corporation with Respect to All Outstanding
                        Capital Stock of TeleControl Kommunications - und
                        Computersysteme Gesellschaft m.b.H. (12)
10.51               --  Form of Amendment to Behm Employment Agreement (12)
10.52               --  Form of Amendment to Little Employment Agreement (12)
10.53               --  Severance Benefits and Employment agreement dated as of
                        January 1, 1999 between William G. Malloy and
                        Scientific Games Holdings Corp. (13)
10.54               --  Supply Agreement for Instant Lottery Computer Management
                        System (14)
10.55               --  First Amendment to the Rights Agreement dated October
                        15, 1999
10.56               --  3 Year/$80 million Credit Agreement From First Union
                        National Bank of Georgia to Scientific Games Holdings
                        Corp. and Scientific Games Inc. dated November 30, 1999
10.57               --  364 Day/$25 million Credit Agreement From First Union
                        National Bank of Georgia to Scientific Games Holdings
                        Corp. and Scientific Games Inc. dated November 30, 1999
</TABLE>



                                      23
<PAGE>   24

<TABLE>
<S>                 <C>
11.0                --  Statement re: computation of per share earnings (loss)
13.1                --  1999 Annual Report to Shareholders pages 14 - 45
21.0                --  List of Subsidiaries of Registrant
23.0                --  Consent of Independent Auditors
27.0                --  Financial Data Schedule (for SEC use only)
</TABLE>

--------------------
            (1)   Previously filed with Registration Statement No. 33-65582,
                  filed on July 2, 1993 or as subsequently amended on July 28,
                  1993, August 9, 1993 or August 20, 1993.
            (2)   Previously filed with the Company's Quarterly Report on Form
                  10-Q for the Quarter Ended September 30, 1993.
            (3)   Portions of Exhibits 10.45 and 10.54 deemed confidential by
                  the Company have been omitted, were filed separately with the
                  Commission and confidential treatment has been granted for
                  portions of these exhibits.
            (4)   Previously filed with the Company's Registration Statement
                  No. 33-75168, filed on February 11, 1994 or as subsequently
                  amended on March 4, 1994.
            (5)   Previously filed with the Company's Annual Report on Form
                  10-K for the year ended December 31, 1993.
            (6)   Previously filed with the Company's Annual Report on Form
                  10-K for the year ended December 31, 1994.
            (7)   Previously filed with the Company's Quarterly Report on Form
                  10-Q for the quarter ended June 30, 1995.
            (8)   Previously filed with the Company's Quarterly Report on Form
                  10-Q for the quarter ended September 30, 1995.
            (9)   Previously filed with the Company's Annual Report on Form
                  10-K for the year ended December 31, 1996.
            (10)  Previously filed with the Company's Current Report on Form
                  8-K dated April 15, 1997 and filed with the Commission on
                  June 30, 1997.
            (11)  Previously filed with the Company's Current Report of Form
                  8-K 8A/A dated August 6, 1997 and filed with the Commission
                  on such date.
            (12)  Previously filed with the Company's Annual Report on Form
                  10-K for the year ended December 31, 1997.
            (13)  Previously filed with the Company's Annual Report on Form
                  10-K for the year ended December 31, 1998.
            (14)  Previously filed with the Company's Quarterly Report on Form
                  10-Q for the quarter ended June 30, 1999.

(b)         Reports on Form 8-K:  none.

(c)         Executive Compensation Plans and Arrangements.

                        (i)     Employment Agreement ("Malloy Employment
                                Agreement") dated as of October 1, 1991 between
                                Scientific Games Operating Corp. (now known as
                                Scientific Games Inc.) and William G. Malloy,
                                Exhibit 10.6 (1)
                        (ii)    Employment Agreement ("Behm Employment
                                Agreement") dated as of October 1, 1991 between
                                Scientific Games Operating Corp. (now known as
                                Scientific Games Inc.) and William F. Behm,
                                Exhibit 10.7 (1)
                        (iii)   Employment Agreement ("Little Employment
                                Agreement") dated as of October 1, 1991 between
                                Scientific Games Operating Corp. (now known as
                                Scientific Games Inc.) and Thomas F. Little,
                                Exhibit 10.8 (1)
                        (iv)    Amended First 1991 Management Stock Option
                                Plan, Exhibit 10.18 (1)
                        (v)     Amended Second 1991 Management Stock Option
                                Plan, Exhibit 10.19 (1)
                        (vi)    1993 Management Stock Option Plan, Exhibit
                                10.20 (1)
                        (vii)   Form of Amendment to Malloy Employment
                                Agreement, Exhibit 10.23 (1)



                                      24
<PAGE>   25

                        (viii)  Form of Amendment to Behm Employment Agreement,
                                Exhibit 10.24 (1)
                        (ix)    Form of Amendment to Little Employment
                                Agreement, Exhibit 10.25 (1)
                        (x)     Form of revised Severance Benefits Agreement,
                                Exhibit 10.31 (2)
                        (xi)    Amendment to Amended First 1991 Management
                                Stock Option Plan, Exhibit 10.32 (2)
                        (xii)   Amendment to Amended Second 1991 Management
                                Stock Option Plan, Exhibit 10.33 (2)
                        (xiii)  Amendment to 1993 Management Stock Option Plan,
                                Exhibit 10.34 (2)
                        (xiv)   1994 Management Stock Option Plan, Exhibit
                                10.37 (3)
                        (xv)    1995/1996 Management Stock Option Plan, Exhibit
                                10.38 (3)
                        (xvi)   Severance Benefits Agreement dated as of May 5,
                                1995, between Scientific Games Holdings Corp
                                and Cliff O. Bickell, Exhibit 10.40 (4)
                        (xvii)  Key Employee Restricted Stock Plan, Exhibit
                                10.42 (3)
                        (xviii) Form of Key Employee Restricted Stock Plan
                                Restricted Stock Award Agreement, Exhibit 10.43
                                (4)
                        (xix)   Form of Amendment to Behm Employment Agreement,
                                Exhibit 10.51 (5)
                        (xx)    Form of Amendment to Little Employment
                                Agreement, Exhibit 10.52 (5)
                        (xxi)   Severance Benefits and Employment Agreement
                                dated as of January 1, 1999 between William G.
                                Malloy and Scientific Games Holding Corp.,
                                Exhibit 10.53 (6)

---------------

                (1)     Previously filed with Registration Statement No.
                        33-65582, filed on July 2, 1993 or as subsequently
                        amended on July 28, 1993, August 9, 1993 or August 20,
                        1993.
                (2)     Previously filed with Registration Statement No.
                        33-75168, filed on February 11, 1994 or as subsequently
                        amended on March 4, 1994.
                (3)     Previously filed with the Company's Annual Report on
                        Form 10-K for the year ended December 31, 1994.
                (4)     Previously filed with the Company's Annual Report on
                        Form 10-Q for the quarter ended June 30, 1995.
                (5)     Previously filed with the Company's Annual Report on
                        Form 10-K for the year ended December 31, 1997.
                (6)     Previously filed with the Company's Annual Report on
                        Form 10-K for the year ended December 31, 1998.



                                      25
<PAGE>   26

                                 SIGNATURE PAGE

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, Scientific Games Holdings Corp. has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Alpharetta, and State of Georgia on this 30th
day of March, 1999.

                                         Scientific Games Holdings Corp.



                                         By:  /s/ William G. Malloy
                                            -----------------------------------
                                         William G. Malloy, Chairman
                                         of the Board, President, and
                                         Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1934, this
report has been signed by the following persons on behalf of the Registrant,
Scientific Games Holdings Corp. in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                   Title                                       Date
---------                                   -----                                       ----
<S>                                         <C>                                         <C>



/s/ William G. Malloy                       Chairman of the Board, President,           March 30, 2000
------------------------------------        and Chief Executive Officer
William G. Malloy                           (Principal Executive Officer)



/s/ Cliff O. Bickell                        Chief Financial Officer,                    March 30, 2000
------------------------------------        Vice President and Treasurer
Cliff O. Bickell                            (Principal Financial and Accounting
                                            Officer)



/s/ Paul F. Balser                          Director                                    March 30, 2000
------------------------------------
Paul F. Balser



/s/ William F. Behm                         Director                                    March 30, 2000
------------------------------------
William F. Behm



/s/ Mark E. Jennings                        Director                                    March 30, 2000
------------------------------------
Mark E. Jennings
</TABLE>



                                      26
<PAGE>   27

<TABLE>
<S>                                         <C>                                         <C>



/s/ Frank S. Jones                          Director                                    March 30, 2000
------------------------------------
Frank S. Jones



/s/ Edith K. Manns                          Director                                    March 30, 2000
------------------------------------
Edith K. Manns



/s/ Dennis L. Whipple                       Director                                    March 30, 2000
------------------------------------
Dennis L. Whipple
</TABLE>



                                      27