x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
62-1411755
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
One Caesars Palace Drive, Las Vegas, Nevada
|
|
89109
|
(Address of principal executive offices)
|
|
(Zip Code)
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Large accelerated filer
|
x
|
Accelerated filer
|
o
|
|
|
|
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
Class
|
Outstanding at August 1, 2015
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Common stock, $0.01 par value
|
145,001,980
|
|
|
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Page
|
||
Item 1.
|
|
|
|
||
|
Consolidated Condensed Statements of Operations
and Comprehensive Income/(Loss)
|
|
|
||
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||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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|
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||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
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||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
CAESARS ENTERTAINMENT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
(UNAUDITED)
(In millions, except per share data)
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Casino
|
$
|
543
|
|
|
$
|
1,337
|
|
|
$
|
1,203
|
|
|
$
|
2,638
|
|
Food and beverage
|
203
|
|
|
377
|
|
|
429
|
|
|
750
|
|
||||
Rooms
|
221
|
|
|
306
|
|
|
443
|
|
|
614
|
|
||||
Interactive entertainment
|
186
|
|
|
145
|
|
|
363
|
|
|
269
|
|
||||
Management fees
|
—
|
|
|
15
|
|
|
2
|
|
|
28
|
|
||||
Other
|
121
|
|
|
168
|
|
|
235
|
|
|
304
|
|
||||
Reimbursed management costs
|
—
|
|
|
68
|
|
|
9
|
|
|
129
|
|
||||
Less: casino promotional allowances
|
(133
|
)
|
|
(276
|
)
|
|
(289
|
)
|
|
(559
|
)
|
||||
Net revenues
|
1,141
|
|
|
2,140
|
|
|
2,395
|
|
|
4,173
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Direct expenses
|
|
|
|
|
|
|
|
||||||||
Casino
|
278
|
|
|
791
|
|
|
634
|
|
|
1,579
|
|
||||
Food and beverage
|
99
|
|
|
175
|
|
|
202
|
|
|
333
|
|
||||
Rooms
|
57
|
|
|
80
|
|
|
113
|
|
|
160
|
|
||||
Platform fees
|
51
|
|
|
41
|
|
|
100
|
|
|
76
|
|
||||
Property, general, administrative, and other
|
305
|
|
|
510
|
|
|
646
|
|
|
1,004
|
|
||||
Reimbursable management costs
|
—
|
|
|
68
|
|
|
9
|
|
|
129
|
|
||||
Depreciation and amortization
|
96
|
|
|
157
|
|
|
198
|
|
|
305
|
|
||||
Write-downs, reserves, and project opening costs, net of recoveries
|
24
|
|
|
52
|
|
|
66
|
|
|
76
|
|
||||
Impairment of tangible and other intangible assets
|
—
|
|
|
17
|
|
|
—
|
|
|
50
|
|
||||
Corporate expense
|
45
|
|
|
68
|
|
|
91
|
|
|
119
|
|
||||
Acquisition and integration costs and other
|
—
|
|
|
54
|
|
|
6
|
|
|
65
|
|
||||
Total operating expenses
|
955
|
|
|
2,013
|
|
|
2,065
|
|
|
3,896
|
|
||||
Income from operations
|
186
|
|
|
127
|
|
|
330
|
|
|
277
|
|
||||
Interest expense
|
(147
|
)
|
|
(654
|
)
|
|
(384
|
)
|
|
(1,246
|
)
|
||||
Gain on deconsolidation of subsidiary and other gains/(losses)
|
7
|
|
|
(27
|
)
|
|
7,096
|
|
|
(27
|
)
|
||||
Income/(loss) from continuing operations, before income taxes
|
46
|
|
|
(554
|
)
|
|
7,042
|
|
|
(996
|
)
|
||||
Income tax benefit/(provision)
|
4
|
|
|
167
|
|
|
(188
|
)
|
|
309
|
|
||||
Income/(loss) from continuing operations, net of income taxes
|
50
|
|
|
(387
|
)
|
|
6,854
|
|
|
(687
|
)
|
||||
Discontinued operations
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations
|
—
|
|
|
(47
|
)
|
|
(7
|
)
|
|
(142
|
)
|
||||
Income tax benefit/(provision)
|
—
|
|
|
2
|
|
|
—
|
|
|
13
|
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(45
|
)
|
|
(7
|
)
|
|
(129
|
)
|
||||
Net income/(loss)
|
50
|
|
|
(432
|
)
|
|
6,847
|
|
|
(816
|
)
|
||||
Net income attributable to noncontrolling interests
|
(35
|
)
|
|
(34
|
)
|
|
(60
|
)
|
|
(37
|
)
|
||||
Net income/(loss) attributable to Caesars
|
$
|
15
|
|
|
$
|
(466
|
)
|
|
$
|
6,787
|
|
|
$
|
(853
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings/(loss) per share - basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings/(loss) per share from continuing operations
|
$
|
0.10
|
|
|
$
|
(2.92
|
)
|
|
$
|
46.93
|
|
|
$
|
(5.15
|
)
|
Basic loss per share from discontinued operations
|
—
|
|
|
(0.32
|
)
|
|
(0.04
|
)
|
|
(0.91
|
)
|
||||
Basic earnings/(loss) per share
|
$
|
0.10
|
|
|
$
|
(3.24
|
)
|
|
$
|
46.89
|
|
|
$
|
(6.06
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings/(loss) per share from continuing operations
|
$
|
0.10
|
|
|
$
|
(2.92
|
)
|
|
$
|
46.31
|
|
|
$
|
(5.15
|
)
|
Diluted loss per share from discontinued operations
|
—
|
|
|
(0.32
|
)
|
|
(0.04
|
)
|
|
(0.91
|
)
|
||||
Diluted earnings/(loss) per share
|
$
|
0.10
|
|
|
$
|
(3.24
|
)
|
|
$
|
46.27
|
|
|
$
|
(6.06
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding - basic
|
145
|
|
|
144
|
|
|
145
|
|
|
141
|
|
||||
Weighted-average common shares outstanding - diluted
|
147
|
|
|
144
|
|
|
147
|
|
|
141
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income/(loss):
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss, net of income taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Comprehensive income/(loss)
|
50
|
|
|
(432
|
)
|
|
6,847
|
|
|
(819
|
)
|
||||
Comprehensive loss attributable to noncontrolling interests
|
(35
|
)
|
|
(34
|
)
|
|
(60
|
)
|
|
(37
|
)
|
||||
Comprehensive income/(loss) attributable to Caesars
|
$
|
15
|
|
|
$
|
(466
|
)
|
|
$
|
6,787
|
|
|
$
|
(856
|
)
|
CAESARS ENTERTAINMENT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY/(DEFICIT)
(UNAUDITED)
(In millions)
|
|||||||||||||||||||||||||||||||
|
Caesars Stockholders’ Equity/(Deficit)
|
|
|
|
|
||||||||||||||||||||||||||
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-in-
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Total
Caesars
Stockholders’
Equity/(Deficit)
|
|
Noncontrolling
Interests
|
|
Total Equity/(Deficit)
|
||||||||||||||||
Balance as of December 31, 2013
|
$
|
1
|
|
|
$
|
(16
|
)
|
|
$
|
7,231
|
|
|
$
|
(10,321
|
)
|
|
$
|
(17
|
)
|
|
$
|
(3,122
|
)
|
|
$
|
1,218
|
|
|
$
|
(1,904
|
)
|
Net income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(853
|
)
|
|
—
|
|
|
(853
|
)
|
|
37
|
|
|
(816
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
(3
|
)
|
|
18
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||||||
Common stock issuances
|
1
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
138
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
Allocation of minority interest resulting from sales and conveyances of subsidiary stock
|
—
|
|
|
—
|
|
|
754
|
|
|
—
|
|
|
4
|
|
|
758
|
|
|
(744
|
)
|
|
14
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(25
|
)
|
|
(23
|
)
|
||||||||
Balance as of June 30, 2014
|
$
|
2
|
|
|
$
|
(19
|
)
|
|
$
|
8,142
|
|
|
$
|
(11,174
|
)
|
|
$
|
(16
|
)
|
|
$
|
(3,065
|
)
|
|
$
|
486
|
|
|
$
|
(2,579
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance as of December 31, 2014
|
$
|
1
|
|
|
$
|
(19
|
)
|
|
$
|
8,140
|
|
|
$
|
(13,104
|
)
|
|
$
|
(15
|
)
|
|
$
|
(4,997
|
)
|
|
$
|
255
|
|
|
$
|
(4,742
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
6,787
|
|
|
—
|
|
|
6,787
|
|
|
60
|
|
|
6,847
|
|
||||||||
Elimination of CEOC noncontrolling interest and deconsolidation
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
854
|
|
|
870
|
|
||||||||
Share-based compensation
|
—
|
|
|
(2
|
)
|
|
31
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||||
Decrease in noncontrolling interests, net of distributions and contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
1
|
|
|
(3
|
)
|
|
15
|
|
|
12
|
|
||||||||
Balance as of June 30, 2015
|
$
|
1
|
|
|
$
|
(21
|
)
|
|
$
|
8,167
|
|
|
$
|
(6,317
|
)
|
|
$
|
2
|
|
|
$
|
1,832
|
|
|
$
|
1,176
|
|
|
$
|
3,008
|
|
(1)
|
See
Note 4
, “
Deconsolidation of Caesars Entertainment Operating Company
”
|
CAESARS ENTERTAINMENT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions)
|
|||||||
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Cash flows provided by/(used in) operating activities
|
$
|
101
|
|
|
$
|
(387
|
)
|
|
|
|
|
||||
Cash flows provided by/(used in) investing activities
|
|
|
|
||||
Acquisitions of property and equipment, net of change in related payables
|
(227
|
)
|
|
(536
|
)
|
||
Deconsolidation of CEOC
|
(958
|
)
|
|
—
|
|
||
Change in restricted cash
|
11
|
|
|
(1,516
|
)
|
||
Proceeds received from sale of assets
|
—
|
|
|
28
|
|
||
Payments to acquire businesses, net of transaction costs and cash acquired
|
—
|
|
|
(23
|
)
|
||
Other
|
—
|
|
|
3
|
|
||
Cash flows used in investing activities
|
(1,174
|
)
|
|
(2,044
|
)
|
||
|
|
|
|
||||
Cash flows provided by/(used in) financing activities
|
|
|
|
||||
Proceeds from the issuance of long-term debt
|
190
|
|
|
4,324
|
|
||
Debt issuance and extension costs and fees
|
—
|
|
|
(40
|
)
|
||
Repayments of long-term debt
|
(258
|
)
|
|
(1,304
|
)
|
||
Payment of contingent consideration
|
(32
|
)
|
|
—
|
|
||
Repurchase of management shares
|
(38
|
)
|
|
—
|
|
||
Issuance of common stock, net of fees
|
—
|
|
|
137
|
|
||
Proceeds from sales of noncontrolling interests
|
—
|
|
|
18
|
|
||
Distributions to noncontrolling interest owners
|
(15
|
)
|
|
(33
|
)
|
||
Other
|
6
|
|
|
(5
|
)
|
||
Cash flows provided by/(used in) financing activities
|
(147
|
)
|
|
3,097
|
|
||
|
|
|
|
||||
Cash flows used in discontinued operations
|
|
|
|
||||
Cash flows used in operating activities
|
(7
|
)
|
|
(6
|
)
|
||
Cash flows from investing activities
|
—
|
|
|
(1
|
)
|
||
Net cash used in discontinued operations
|
(7
|
)
|
|
(7
|
)
|
||
|
|
|
|
||||
Net increase/(decrease) in cash and cash equivalents
|
(1,227
|
)
|
|
659
|
|
||
Cash and cash equivalents, beginning of period
|
2,806
|
|
|
2,771
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,579
|
|
|
$
|
3,430
|
|
|
|
|
|
||||
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid for interest
|
$
|
403
|
|
|
$
|
1,150
|
|
Cash paid for income taxes
|
35
|
|
|
28
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Change in accrued capital expenditures
|
(11
|
)
|
|
45
|
|
•
|
Litigation commenced by Wilmington Savings Fund Society, FSB on August 4, 2014 (the “Delaware Second Lien Lawsuit”);
|
•
|
Litigation commenced by parties on September 3, 2014 and October 2, 2014 (the “Senior Unsecured Lawsuits”);
|
•
|
Litigation commenced by UMB Bank on November 25, 2014 (the “Delaware First Lien Lawsuit”);
|
•
|
Demands for payment made by Wilmington Savings Fund Society, FSB on February 13, 2015 (the “February 13 Notice”);
|
•
|
Demands for payment made by BOKF, N.A., on February 18, 2015 (see “February 18 Notice”);
|
•
|
Litigation commenced by BOKF, N.A. on March 3, 2015 (the “New York Second Lien Lawsuit”);
|
•
|
Litigation commenced by UMB Bank on June 15, 2015 (the “New York First Lien Lawsuit”);
|
•
|
Litigation commenced by Trustees of the National Retirement Fund in January 2015; and
|
•
|
The CEC Collection Guarantee which resulted from certain of the 2014 bank amendments (see “CEC Collection Guarantee” below).
|
(In millions)
|
June 30, 2015
|
||
Maturities of debt guaranteed by such guarantee of collection, total
|
$
|
5,354
|
|
Estimated contractual interest payments guaranteed by such guarantee of collection, annually
(1)
|
426
|
|
(1)
|
Quarterly payments are normally scheduled to be paid on January 2nd, April 2nd, July 2nd, and October 2nd. The last quarterly payment was made on January 2nd, 2015. Payments have been stayed due to the CEOC bankruptcy. See
Note 4
.
|
Cash and Available Revolver Capacity
|
|||||||||||||||
|
June 30, 2015
|
||||||||||||||
(In millions)
|
CERP
|
|
CES
|
|
CGP
|
|
Parent
|
||||||||
Cash and cash equivalents
|
$
|
206
|
|
|
$
|
99
|
|
|
$
|
891
|
|
|
$
|
383
|
|
Revolver capacity
|
270
|
|
|
—
|
|
|
160
|
|
|
—
|
|
||||
Revolver capacity drawn or committed to letters of credit
|
(95
|
)
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
||||
Total
|
$
|
381
|
|
|
$
|
99
|
|
|
$
|
991
|
|
|
$
|
383
|
|
Future Maturities of Long-Term Debt
|
|||||||||||||||||||||||||||
(In millions)
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
CERP
|
$
|
20
|
|
|
$
|
131
|
|
|
$
|
27
|
|
|
$
|
25
|
|
|
$
|
25
|
|
|
$
|
4,500
|
|
|
$
|
4,728
|
|
CGP
|
27
|
|
|
71
|
|
|
23
|
|
|
27
|
|
|
203
|
|
|
2,085
|
|
|
2,436
|
|
|||||||
Total
|
$
|
47
|
|
|
$
|
202
|
|
|
$
|
50
|
|
|
$
|
52
|
|
|
$
|
228
|
|
|
$
|
6,585
|
|
|
$
|
7,164
|
|
Future Estimated Interest Payments
|
|||||||||||||||||||||||||||
(In millions)
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
CERP
|
$
|
195
|
|
|
$
|
384
|
|
|
$
|
395
|
|
|
$
|
405
|
|
|
$
|
412
|
|
|
$
|
497
|
|
|
$
|
2,288
|
|
CGP
|
95
|
|
|
187
|
|
|
190
|
|
|
198
|
|
|
202
|
|
|
330
|
|
|
1,202
|
|
|||||||
Total
|
$
|
290
|
|
|
$
|
571
|
|
|
$
|
585
|
|
|
$
|
603
|
|
|
$
|
614
|
|
|
$
|
827
|
|
|
$
|
3,490
|
|
•
|
CEOC expanded its board of directors and added two independent directors. The CEOC board then delegated certain key decision-making authority regarding the bankruptcy and related party matters to two committees, which are comprised of primarily the independent directors. Additionally, as a result of the bankruptcy proceedings, critical decisions are now subject to the overall jurisdiction of the Bankruptcy Court and the Creditors Committee (described below).
|
•
|
The Bankruptcy Court established the Creditors Committee to represent the rights of the creditors during the bankruptcy proceedings. Through the Creditors Committees, creditors have the right to object to recommendations presented by CEOC’s management or the Board of Directors.
|
•
|
CEOC’s executive leadership is comprised of individuals who are independent of CEC.
|
•
|
Showboat Atlantic City in New Jersey, closed in August 2014
|
•
|
Harrah’s Tunica in Mississippi, closed in June 2014
|
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net revenues
|
|
|
|
|
|
|
|
||||||||
Showboat Atlantic City
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
82
|
|
Harrah’s Tunica
|
—
|
|
|
14
|
|
|
—
|
|
|
46
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Total net revenues
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
130
|
|
|
|
|
|
|
|
|
|
||||||||
Pre-tax loss from operations
|
|
|
|
|
|
|
|
||||||||
Showboat Atlantic City
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(6
|
)
|
|
$
|
(12
|
)
|
Harrah’s Tunica
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(96
|
)
|
||||
Other
|
—
|
|
|
(17
|
)
|
|
(1
|
)
|
|
(34
|
)
|
||||
Total pre-tax loss from discontinued operations
|
$
|
—
|
|
|
$
|
(47
|
)
|
|
$
|
(7
|
)
|
|
$
|
(142
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss, net of income taxes
|
|
|
|
|
|
|
|
||||||||
Showboat Atlantic City
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
Harrah’s Tunica
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(96
|
)
|
||||
Other
|
—
|
|
|
(16
|
)
|
|
(1
|
)
|
|
(34
|
)
|
||||
Total loss from discontinued operations, net of income taxes
|
$
|
—
|
|
|
$
|
(45
|
)
|
|
$
|
(7
|
)
|
|
$
|
(129
|
)
|
(In millions)
|
June 30, 2015
|
|
December 31, 2014
|
||||
Land and land improvements
|
$
|
3,578
|
|
|
$
|
6,218
|
|
Buildings, riverboats, and improvements
|
4,020
|
|
|
7,506
|
|
||
Furniture, fixtures, and equipment
|
1,254
|
|
|
2,685
|
|
||
Construction in progress
|
148
|
|
|
302
|
|
||
Total property and equipment
|
9,000
|
|
|
16,711
|
|
||
Less: accumulated depreciation
|
(1,345
|
)
|
|
(3,255
|
)
|
||
Total property and equipment, net
|
$
|
7,655
|
|
|
$
|
13,456
|
|
Depreciation Expense
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Depreciation expense
(1)
|
$
|
72
|
|
|
$
|
140
|
|
|
$
|
148
|
|
|
$
|
269
|
|
(1)
|
Included in depreciation and amortization, corporate expense, and income/(loss) from discontinued operations
|
Tangible Asset Impairments
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Continuing operations
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||
Total
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
76
|
|
Changes in Carrying Value of Goodwill and other Intangible Assets
|
|||||||||||
|
Amortizing Intangible Assets
|
|
Non-Amortizing Intangible Assets
|
||||||||
(In millions)
|
|
Goodwill
|
|
Other
|
|||||||
Balance as of December 31, 2014
|
$
|
636
|
|
|
$
|
2,366
|
|
|
$
|
2,514
|
|
Amortization
|
(46
|
)
|
|
—
|
|
|
—
|
|
|||
CEOC goodwill and intangible assets
|
(152
|
)
|
|
(673
|
)
|
|
(2,366
|
)
|
|||
Balance as of June 30, 2015
|
$
|
438
|
|
|
$
|
1,693
|
|
|
$
|
148
|
|
(In millions)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
June 30, 2015
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government bonds
|
68
|
|
|
—
|
|
|
68
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
72
|
|
|
$
|
4
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government bonds
|
70
|
|
|
—
|
|
|
70
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
85
|
|
|
$
|
15
|
|
|
$
|
70
|
|
|
$
|
—
|
|
(1)
|
The derivative settlements under the terms of the interest rate swap agreements were recognized as interest expense and were paid monthly or quarterly prior to their expiration in January 2015.
|
•
|
CEC will contribute an additional
$200 million
of CEC convertible notes to the class of second lien noteholders if the class votes in favor of CEOC’s plan of reorganization. If the class does not vote in favor, the additional notes shall be distributed to second lien noteholders who have signed the Second Lien Bond RSA as an additional fee;
|
•
|
CEC will contribute approximately 5% common equity stake in PropCo (or cash) to the class of second lien noteholders;
|
•
|
CEC will contribute an additional approximately 5% common equity stake in PropCo (or cash) to the class of second lien noteholders if the class of second lien noteholders votes in favor of CEOC’s plan of reorganization. If the class does not vote in favor, the additional equity (or cash) shall be distributed to second lien noteholders who have signed the Second Lien Bond RSA as an additional fee;
|
•
|
Under certain conditions, second lien noteholders will have the opportunity to purchase, at plan value, a minimum of 2.5% of the PropCo Common Stock to be issued to first lien noteholders and a maximum of 100% of such stock;
|
•
|
CEC has agreed to grant PropCo a call right to purchase the real estate associated with Harrah’s New Orleans, consistent with the previously granted call right granted for the real estate underlying Harrah’s Atlantic City and Harrah’s Laughlin.
|
|
|
|
December 31, 2014
|
||
(In millions)
|
|
|
Book Value
|
||
Credit Facilities
(1)
|
|
|
$
|
5,106
|
|
Secured Debt
|
|
|
9,884
|
|
|
Subsidiary-Guaranteed Debt
|
|
|
477
|
|
|
Unsecured Senior Debt
|
|
|
463
|
|
|
Other Unsecured Borrowings
|
|
|
77
|
|
|
Total CEOC Debt
|
|
|
16,007
|
|
|
Additional Debt Discount
|
|
|
(77
|
)
|
|
Total CEOC Debt, as consolidated
|
|
|
$
|
15,930
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
Detail of Debt
(Dollars in millions)
|
Final
Maturity
|
|
Rate(s)
|
|
Face Value
|
|
Book Value
|
|
Book Value
|
||||||
Secured Debt
|
|
|
|
|
|
|
|
|
|
||||||
CERP Term Loan
|
2020
|
|
7.00%
|
|
$
|
2,463
|
|
|
$
|
2,411
|
|
|
$
|
2,420
|
|
CERP Revolving Credit Facility
|
2018
|
|
various
|
|
95
|
|
|
95
|
|
|
180
|
|
|||
CERP First Lien Notes
|
2020
|
|
8.00%
|
|
1,000
|
|
|
991
|
|
|
990
|
|
|||
CERP Second Lien Notes
|
2021
|
|
11.00%
|
|
1,150
|
|
|
1,138
|
|
|
1,137
|
|
|||
Capitalized Lease Obligations
|
to 2017
|
|
various
|
|
9
|
|
|
9
|
|
|
13
|
|
|||
Other Unsecured Borrowings
|
|
|
|
|
|
|
|
|
|
||||||
Other
|
2016
|
|
0.00% - 6.00%
|
|
11
|
|
|
11
|
|
|
14
|
|
|||
Total CERP Debt
|
|
4,728
|
|
|
4,655
|
|
|
4,754
|
|
||||||
Current Portion of CERP Long-Term Debt
|
|
(133
|
)
|
|
(133
|
)
|
|
(39
|
)
|
||||||
CERP Long-Term Debt
|
|
$
|
4,595
|
|
|
$
|
4,522
|
|
|
$
|
4,715
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
Detail of Debt
(Dollars in millions)
|
Final
Maturity
|
|
Rate(s)
|
|
Face Value
|
|
Book Value
|
|
Book Value
|
||||||
Secured Debt
|
|
|
|
|
|
|
|
|
|
||||||
CGPH Term Loan
(1)
|
2021
|
|
6.25%
|
|
$
|
1,163
|
|
|
$
|
1,129
|
|
|
$
|
1,133
|
|
CGPH Notes
(1)
|
2022
|
|
9.38%
|
|
675
|
|
|
660
|
|
|
659
|
|
|||
Horseshoe Baltimore Credit and FF&E Facilities
|
to 2020
|
|
8.25% - 8.75%
|
|
330
|
|
|
316
|
|
|
316
|
|
|||
Cromwell Credit Facility
|
2019
|
|
11.00%
|
|
183
|
|
|
177
|
|
|
178
|
|
|||
Capital Lease Obligations
|
to 2017
|
|
various
|
|
2
|
|
|
2
|
|
|
4
|
|
|||
CGPH Revolving Credit Facility
|
2019
|
|
5.44%
|
|
60
|
|
|
60
|
|
|
—
|
|
|||
Other
|
2018
|
|
8.00%
|
|
5
|
|
|
4
|
|
|
4
|
|
|||
Other Unsecured Borrowings
|
|
|
|
|
|
|
|
|
|
||||||
Special Improvement District Bonds
|
2037
|
|
5.30%
|
|
14
|
|
|
14
|
|
|
14
|
|
|||
Other
|
2016
|
|
various
|
|
4
|
|
|
4
|
|
|
4
|
|
|||
Total CGP Debt
(2)
|
|
2,436
|
|
|
2,366
|
|
|
2,312
|
|
||||||
Current Portion of CGP Long-Term Debt
|
|
(86
|
)
|
|
(86
|
)
|
|
(20
|
)
|
||||||
CGP Long-Term Debt
|
|
$
|
2,350
|
|
|
$
|
2,280
|
|
|
$
|
2,292
|
|
(1)
|
Guaranteed by an indirect subsidiary of Caesars Growth Partners, LLC and certain of its wholly owned subsidiaries
|
(2)
|
As of
June 30, 2015
, CIE had
$40 million
drawn under a revolver arrangement with Caesars Entertainment. Accordingly, such debt is not considered outstanding in the above presentation.
|
Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS
|
|||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Stock options
|
4
|
|
|
6
|
|
|
4
|
|
|
6
|
|
Restricted stock units and awards
|
1
|
|
|
2
|
|
|
—
|
|
|
1
|
|
Total anti-dilutive common shares
|
5
|
|
|
8
|
|
|
4
|
|
|
7
|
|
Estimated Retail Value of Casino Promotional Allowances
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Food and Beverage
|
$
|
69
|
|
|
$
|
152
|
|
|
$
|
140
|
|
|
$
|
308
|
|
Rooms
|
57
|
|
|
102
|
|
|
114
|
|
|
206
|
|
||||
Other
|
7
|
|
|
22
|
|
|
35
|
|
|
45
|
|
||||
|
$
|
133
|
|
|
$
|
276
|
|
|
$
|
289
|
|
|
$
|
559
|
|
Estimated Cost of Providing Casino Promotional Allowances
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Food and Beverage
|
$
|
42
|
|
|
$
|
114
|
|
|
$
|
84
|
|
|
$
|
228
|
|
Rooms
|
20
|
|
|
40
|
|
|
40
|
|
|
81
|
|
||||
Other
|
4
|
|
|
14
|
|
|
8
|
|
|
28
|
|
||||
|
$
|
66
|
|
|
$
|
168
|
|
|
$
|
132
|
|
|
$
|
337
|
|
Composition of Stock-Based Compensation Expense
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Corporate expense
|
$
|
23
|
|
|
$
|
12
|
|
|
$
|
35
|
|
|
$
|
19
|
|
Property, general, administrative, and other
|
8
|
|
|
12
|
|
|
22
|
|
|
31
|
|
||||
Total stock-based compensation expense
|
$
|
31
|
|
|
$
|
24
|
|
|
$
|
57
|
|
|
$
|
50
|
|
Stock Option Activity
|
|||||||||||||
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||
|
Shares
|
|
Wtd Avg Exercise Price
|
|
Shares
|
|
Wtd Avg Exercise Price
|
||||||
Outstanding at end of period
|
10,662,153
|
|
|
$
|
13.02
|
|
|
9,379,885
|
|
|
$
|
13.65
|
|
Granted during 2015
|
1,629,641
|
|
|
10.68
|
|
|
N/A
|
|
N/A
|
Restricted Stock Unit Activity
|
|||||||||||||
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||
|
Shares
|
|
Wtd Avg Fair Value
|
|
Shares
|
|
Wtd Avg Fair Value
|
||||||
Outstanding at end of period
|
6,297,028
|
|
|
$
|
12.48
|
|
|
2,156,727
|
|
|
$
|
17.45
|
|
Granted during 2015
|
4,981,883
|
|
|
10.67
|
|
|
N/A
|
|
N/A
|
Stock Option Activity
|
|||||||||||||
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||
|
Shares
|
|
Wtd Avg Exercise Price
|
|
Shares
|
|
Wtd Avg Exercise Price
|
||||||
Outstanding at end of period
|
13,040
|
|
|
$
|
4,862.96
|
|
|
13,279
|
|
|
$
|
3,953.85
|
|
Granted during 2015
|
1,325
|
|
|
13,192.23
|
|
|
N/A
|
|
N/A
|
Restricted Stock Unit Activity
|
|||||||||||||
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||
|
Shares
|
|
Wtd Avg Fair Value
|
|
Shares
|
|
Wtd Avg Fair Value
|
||||||
Outstanding at end of period
|
5,351
|
|
|
$
|
7,178.96
|
|
|
5,096
|
|
|
$
|
6,494.71
|
|
Granted during 2015
|
701
|
|
|
12,761.81
|
|
|
N/A
|
|
N/A
|
Income Tax Allocation
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income tax benefit/(provision) applicable to:
|
|
|
|
|
|
|
|
||||||||
Income/(loss) from continuing operations, before income taxes
|
$
|
4
|
|
|
$
|
167
|
|
|
$
|
(188
|
)
|
|
$
|
309
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
2
|
|
|
—
|
|
|
13
|
|
||
Effective tax rate benefit
|
(8.7
|
)%
|
|
30.1
|
%
|
|
2.7
|
%
|
|
31.0
|
%
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP Casinos
|
|
CIE
(1)
|
|
Other
|
|
Elimination
|
|
Caesars
|
||||||||||||||
Management fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
Net revenues
|
—
|
|
|
566
|
|
|
390
|
|
|
186
|
|
|
14
|
|
|
(15
|
)
|
|
1,141
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
49
|
|
|
38
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
96
|
|
|||||||
Impairment of intangible and tangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Income/(loss) from operations
|
—
|
|
|
126
|
|
|
44
|
|
|
54
|
|
|
(38
|
)
|
|
—
|
|
|
186
|
|
|||||||
Interest expense
|
—
|
|
|
98
|
|
|
47
|
|
|
1
|
|
|
2
|
|
|
(1
|
)
|
|
147
|
|
|||||||
Gain on deconsolidation of subsidiary and other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
7
|
|
|
(1
|
)
|
|
7
|
|
|||||||
Income tax benefit/(provision) from continuing operations
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(14
|
)
|
|
29
|
|
|
—
|
|
|
4
|
|
(1)
|
Includes foreign net revenues of
$148 million
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||||||||||
(In millions)
|
CEOC
(1)
|
|
CERP
|
|
CGP Casinos
|
|
CIE
(2)
|
|
Other
|
|
Elimination
|
|
Caesars
|
||||||||||||||
Management fees
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
|
$
|
15
|
|
Net revenues
|
1,229
|
|
|
538
|
|
|
294
|
|
|
145
|
|
|
40
|
|
|
(106
|
)
|
|
2,140
|
|
|||||||
Depreciation and amortization
|
66
|
|
|
56
|
|
|
26
|
|
|
7
|
|
|
3
|
|
|
(1
|
)
|
|
157
|
|
|||||||
Impairment of intangible and tangible assets
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
17
|
|
|||||||
Income/(loss) from operations
|
59
|
|
|
69
|
|
|
48
|
|
|
(3
|
)
|
|
(52
|
)
|
|
6
|
|
|
127
|
|
|||||||
Interest expense
|
528
|
|
|
99
|
|
|
61
|
|
|
1
|
|
|
—
|
|
|
(35
|
)
|
|
654
|
|
|||||||
Other gains/(losses)
|
2
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
(16
|
)
|
|
(41
|
)
|
|
(27
|
)
|
|||||||
Income tax benefit/(provision) from continuing operations
|
207
|
|
|
(1
|
)
|
|
(4
|
)
|
|
19
|
|
|
(54
|
)
|
|
—
|
|
|
167
|
|
(1)
|
Includes foreign net revenues of
$72 million
|
(2)
|
Includes foreign net revenues of
$105 million
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP Casinos
|
|
CIE
(1)
|
|
Other
|
|
Elimination
|
|
Caesars
|
||||||||||||||
Management fees
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
(11
|
)
|
|
$
|
2
|
|
Net revenues
|
164
|
|
|
1,095
|
|
|
780
|
|
|
363
|
|
|
18
|
|
|
(25
|
)
|
|
2,395
|
|
|||||||
Depreciation and amortization
|
11
|
|
|
99
|
|
|
71
|
|
|
16
|
|
|
1
|
|
|
—
|
|
|
198
|
|
|||||||
Impairment of intangible and tangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Income/(loss) from operations
|
9
|
|
|
233
|
|
|
208
|
|
|
95
|
|
|
(215
|
)
|
|
—
|
|
|
330
|
|
|||||||
Interest expense
|
87
|
|
|
200
|
|
|
94
|
|
|
3
|
|
|
3
|
|
|
(3
|
)
|
|
384
|
|
|||||||
Gain on deconsolidation of subsidiary and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,099
|
|
|
(3
|
)
|
|
7,096
|
|
|||||||
Income tax benefit/(provision) from continuing operations
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(27
|
)
|
|
(148
|
)
|
|
—
|
|
|
(188
|
)
|
(1)
|
Includes foreign net revenues of
$289 million
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||||||||||
(In millions)
|
CEOC
(1)
|
|
CERP
|
|
CGP Casinos
|
|
CIE
(2)
|
|
Other
|
|
Elimination
|
|
Caesars
|
||||||||||||||
Management fees
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
28
|
|
Net revenues
|
2,410
|
|
|
1,030
|
|
|
586
|
|
|
269
|
|
|
57
|
|
|
(179
|
)
|
|
4,173
|
|
|||||||
Depreciation and amortization
|
138
|
|
|
106
|
|
|
47
|
|
|
14
|
|
|
1
|
|
|
(1
|
)
|
|
305
|
|
|||||||
Impairment of intangible and tangible assets
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
50
|
|
|||||||
Income/(loss) from operations
|
107
|
|
|
128
|
|
|
8
|
|
|
1
|
|
|
27
|
|
|
6
|
|
|
277
|
|
|||||||
Interest expense
|
1,052
|
|
|
190
|
|
|
76
|
|
|
2
|
|
|
(1
|
)
|
|
(73
|
)
|
|
1,246
|
|
|||||||
Other gains/(losses)
|
3
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
(29
|
)
|
|
(79
|
)
|
|
(27
|
)
|
|||||||
Income tax benefit/(provision) from continuing operations
|
267
|
|
|
23
|
|
|
(12
|
)
|
|
18
|
|
|
13
|
|
|
—
|
|
|
309
|
|
(1)
|
Includes foreign net revenues of
$155 million
|
(2)
|
Includes foreign net revenues of
$193 million
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP Casinos
|
|
CIE
|
|
Other
|
|
Elimination
|
|
Caesars
|
||||||||||||||
Income/(loss) from operations
|
$
|
—
|
|
|
$
|
126
|
|
|
$
|
44
|
|
|
$
|
54
|
|
|
$
|
(38
|
)
|
|
$
|
—
|
|
|
$
|
186
|
|
Depreciation and amortization
|
—
|
|
|
49
|
|
|
38
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
96
|
|
|||||||
Write-downs, reserves, and project opening costs, net of recoveries
|
—
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
24
|
|
|||||||
Impairment of intangible and tangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Corporate expense
|
—
|
|
|
10
|
|
|
11
|
|
|
—
|
|
|
33
|
|
|
(9
|
)
|
|
45
|
|
|||||||
Acquisition and integration costs and other
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||||||
EBITDA attributable to discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Property EBITDA
|
$
|
—
|
|
|
$
|
186
|
|
|
$
|
100
|
|
|
$
|
62
|
|
|
$
|
12
|
|
|
$
|
(9
|
)
|
|
$
|
351
|
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP Casinos
|
|
CIE
|
|
Other
|
|
Elimination
|
|
Caesars
|
||||||||||||||
Income/(loss) from operations
|
$
|
59
|
|
|
$
|
69
|
|
|
$
|
48
|
|
|
$
|
(3
|
)
|
|
$
|
(52
|
)
|
|
$
|
6
|
|
|
$
|
127
|
|
Depreciation and amortization
|
66
|
|
|
56
|
|
|
26
|
|
|
7
|
|
|
3
|
|
|
(1
|
)
|
|
157
|
|
|||||||
Write-downs, reserves, and project opening costs, net of recoveries
|
43
|
|
|
2
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
52
|
|
|||||||
Impairment of intangible and tangible assets
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
17
|
|
|||||||
Corporate expense
|
44
|
|
|
19
|
|
|
5
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
68
|
|
|||||||
Acquisition and integration costs and other
|
5
|
|
|
—
|
|
|
(22
|
)
|
|
32
|
|
|
39
|
|
|
—
|
|
|
54
|
|
|||||||
EBITDA attributable to discontinued operations
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Property EBITDA
|
$
|
212
|
|
|
$
|
146
|
|
|
$
|
69
|
|
|
$
|
36
|
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
|
$
|
473
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP Casinos
|
|
CIE
|
|
Other
|
|
Elimination
|
|
Caesars
|
||||||||||||||
Income/(loss) from operations
|
$
|
9
|
|
|
$
|
233
|
|
|
$
|
208
|
|
|
$
|
95
|
|
|
$
|
(215
|
)
|
|
$
|
—
|
|
|
$
|
330
|
|
Depreciation and amortization
|
11
|
|
|
99
|
|
|
71
|
|
|
16
|
|
|
1
|
|
|
—
|
|
|
198
|
|
|||||||
Write-downs, reserves, and project opening costs, net of recoveries
|
1
|
|
|
2
|
|
|
7
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
66
|
|
|||||||
Impairment of intangible and tangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Corporate expense
|
7
|
|
|
22
|
|
|
19
|
|
|
—
|
|
|
52
|
|
|
(9
|
)
|
|
91
|
|
|||||||
Acquisition and integration costs and other
|
3
|
|
|
—
|
|
|
(115
|
)
|
|
—
|
|
|
118
|
|
|
—
|
|
|
6
|
|
|||||||
EBITDA attributable to discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Property EBITDA
|
$
|
31
|
|
|
$
|
356
|
|
|
$
|
190
|
|
|
$
|
111
|
|
|
$
|
12
|
|
|
$
|
(9
|
)
|
|
$
|
691
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP Casinos
|
|
CIE
|
|
Other
|
|
Elimination
|
|
Caesars
|
||||||||||||||
Income/(loss) from operations
|
$
|
107
|
|
|
$
|
128
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
27
|
|
|
$
|
6
|
|
|
$
|
277
|
|
Depreciation and amortization
|
138
|
|
|
106
|
|
|
47
|
|
|
14
|
|
|
1
|
|
|
(1
|
)
|
|
305
|
|
|||||||
Write-downs, reserves, and project opening costs, net of recoveries
|
47
|
|
|
6
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
76
|
|
|||||||
Impairment of intangible and tangible assets
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
50
|
|
|||||||
Corporate expense
|
79
|
|
|
34
|
|
|
6
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
119
|
|
|||||||
Acquisition and integration costs and other
|
16
|
|
|
—
|
|
|
54
|
|
|
33
|
|
|
(38
|
)
|
|
—
|
|
|
65
|
|
|||||||
EBITDA attributable to discontinued operations
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||||
Property EBITDA
|
$
|
411
|
|
|
$
|
274
|
|
|
$
|
143
|
|
|
$
|
47
|
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
|
$
|
885
|
|
Condensed Balance Sheets - By Segment
|
|||||||||||||||||||||||||||
|
As of June 30, 2015
|
||||||||||||||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP Casinos
|
|
CIE
(1)
|
|
Other
|
|
Elimination
|
|
Caesars
|
||||||||||||||
Total assets
|
$
|
—
|
|
|
$
|
7,157
|
|
|
$
|
4,236
|
|
|
$
|
454
|
|
|
$
|
1,577
|
|
|
$
|
(921
|
)
|
|
$
|
12,503
|
|
Total liabilities
|
—
|
|
|
6,237
|
|
|
2,855
|
|
|
294
|
|
|
277
|
|
|
(168
|
)
|
|
9,495
|
|
(1)
|
Includes foreign assets of
$259 million
and foreign liabilities of
$62 million
|
|
As of December 31, 2014
|
||||||||||||||||||||||||||
(In millions)
|
CEOC
(1)
|
|
CERP
|
|
CGP Casinos
|
|
CIE
(2)
|
|
Other
|
|
Elimination
|
|
Caesars
|
||||||||||||||
Total assets
|
$
|
11,185
|
|
|
$
|
7,152
|
|
|
$
|
4,171
|
|
|
$
|
546
|
|
|
$
|
2,752
|
|
|
$
|
(2,475
|
)
|
|
$
|
23,331
|
|
Total liabilities
|
19,603
|
|
|
6,314
|
|
|
2,965
|
|
|
367
|
|
|
(583
|
)
|
|
(593
|
)
|
|
28,073
|
|
(1)
|
Includes foreign assets of
$312 million
and foreign liabilities of
$183 million
|
(2)
|
Includes foreign assets of
$305 million
and foreign liabilities of
$172 million
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
(In millions)
|
2015
|
2014
|
2015
|
2014
|
||||||||
Transactions with Sponsors and their affiliates
|
|
|
|
|
||||||||
Reimbursements and expenses
|
$
|
1
|
|
$
|
3
|
|
$
|
4
|
|
$
|
6
|
|
Transactions with CEOC
|
|
|
|
|
||||||||
Shared services allocated expenses to CEOC
|
82
|
|
—
|
|
157
|
|
—
|
|
||||
Shared services allocated expenses from CEOC
|
30
|
|
—
|
|
59
|
|
—
|
|
||||
Management fees
|
10
|
|
—
|
|
19
|
|
—
|
|
||||
Octavius Tower lease
|
9
|
|
—
|
|
16
|
|
—
|
|
||||
Other transactions
|
4
|
|
—
|
|
7
|
|
—
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Caesars Entertainment Resort Properties (“CERP”);
|
•
|
Caesars Growth Partners Casino Properties and Developments (“CGP Casinos”); and
|
•
|
Caesars Interactive Entertainment (“CIE”).
|
(1)
|
Excludes CEOC properties
|
*
|
Not meaningful
|
(1)
|
Includes CERP, CGP Casinos, CIE, and associated parent company and elimination adjustments that represent the Caesars structure as of June 30, 2015, and for subsequent periods
|
(2)
|
Includes eliminations of intercompany transactions and other consolidating adjustments
|
(3)
|
See the Reconciliation of Non-GAAP Financial Measures discussion later in this
Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation of
net loss attributable to Caesars to Property EBITDA
|
(4)
|
Operating margin is calculated as income/(loss) from operations divided by net revenues
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Casino revenues
|
$
|
—
|
|
|
$
|
879
|
|
|
$
|
118
|
|
|
$
|
1,735
|
|
Net revenues
|
—
|
|
|
1,168
|
|
|
158
|
|
|
2,296
|
|
||||
Income from operations
|
—
|
|
|
48
|
|
|
9
|
|
|
84
|
|
||||
Loss from continuing operations, net of income taxes
|
—
|
|
|
(357
|
)
|
|
(78
|
)
|
|
(711
|
)
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(29
|
)
|
|
(7
|
)
|
|
(112
|
)
|
||||
Net loss attributable to Caesars
|
—
|
|
|
(375
|
)
|
|
(85
|
)
|
|
(814
|
)
|
||||
Property EBITDA
|
—
|
|
|
217
|
|
|
31
|
|
|
416
|
|
||||
Operating margin
(2)
|
—
|
%
|
|
4.1
|
%
|
|
5.7
|
%
|
|
3.7
|
%
|
(1)
|
Includes eliminations of intercompany transactions and other consolidating adjustments
|
(2)
|
Operating margin is calculated as income/(loss) from operations divided by net revenues
|
•
|
Slot volume
– the total amount wagered on slot machines
|
•
|
Table drop (also referred to as “table volume”)
– the amount of cash and net markers deposited in the table drop box
|
•
|
Gaming hold
– the amount of money that is retained by the casino from wagers by customers
|
•
|
Occupancy rate
– a volume indicator determined by rooms occupied and rooms available
|
•
|
Hotel average daily rate (“Cash ADR”)
– a price indicator determined by room revenue and rooms occupied
|
Net Revenues - Segment
|
|||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Change %
|
|
Six Months Ended June 30,
|
|
Change %
|
||||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
CEOC
|
$
|
—
|
|
|
$
|
1,229
|
|
|
*
|
|
|
$
|
164
|
|
|
$
|
2,410
|
|
|
*
|
|
CERP
|
566
|
|
|
538
|
|
|
5.2
|
%
|
|
1,095
|
|
|
1,030
|
|
|
6.3
|
%
|
||||
CGP Casinos
|
390
|
|
|
294
|
|
|
32.6
|
%
|
|
780
|
|
|
586
|
|
|
33.1
|
%
|
||||
CIE
|
186
|
|
|
145
|
|
|
28.8
|
%
|
|
363
|
|
|
269
|
|
|
34.9
|
%
|
||||
Other
|
(1
|
)
|
|
(66
|
)
|
|
98.5
|
%
|
|
(7
|
)
|
|
(122
|
)
|
|
94.3
|
%
|
||||
Total
|
$
|
1,141
|
|
|
$
|
2,140
|
|
|
*
|
|
|
$
|
2,395
|
|
|
$
|
4,173
|
|
|
*
|
|
*
|
Not meaningful
|
*
|
Not meaningful
|
Property EBITDA - Segment
|
|||||||||||||||||||||
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
Change %
|
|
2015
|
|
2014
|
|
Change %
|
||||||||||
CERP
|
186
|
|
|
146
|
|
|
27.4
|
%
|
|
356
|
|
|
274
|
|
|
29.9
|
%
|
||||
CGP Casinos
|
100
|
|
|
69
|
|
|
44.9
|
%
|
|
190
|
|
|
143
|
|
|
32.9
|
%
|
||||
CIE
|
62
|
|
|
36
|
|
|
72.2
|
%
|
|
111
|
|
|
47
|
|
|
136.2
|
%
|
||||
Other
|
3
|
|
|
5
|
|
|
(40.0
|
)%
|
|
3
|
|
|
5
|
|
|
(40.0
|
)%
|
||||
Total
CERP, CGP Casinos and CIE
|
$
|
351
|
|
|
$
|
256
|
|
|
37.1
|
%
|
|
$
|
660
|
|
|
$
|
469
|
|
|
40.7
|
%
|
CEOC
|
$
|
—
|
|
|
$
|
212
|
|
|
*
|
|
|
$
|
31
|
|
|
$
|
411
|
|
|
*
|
|
Other
|
—
|
|
|
5
|
|
|
*
|
|
|
—
|
|
|
5
|
|
|
*
|
|
||||
Total CEOC
|
$
|
—
|
|
|
$
|
217
|
|
|
*
|
|
|
$
|
31
|
|
|
$
|
416
|
|
|
*
|
|
Total Consolidated Caesars
|
$
|
351
|
|
|
$
|
473
|
|
|
*
|
|
|
$
|
691
|
|
|
$
|
885
|
|
|
*
|
|
*
|
Not meaningful
|
Consolidated Other Factors Affecting Net Loss
|
|||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Percent
Favorable/ (Unfavorable) |
|
Six Months Ended June 30,
|
|
Percent
Favorable/ (Unfavorable) |
||||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Interest expense
|
$
|
147
|
|
|
$
|
654
|
|
|
77.5
|
%
|
|
$
|
384
|
|
|
$
|
1,246
|
|
|
69.2
|
%
|
Gain on deconsolidation of subsidiary
|
7
|
|
|
—
|
|
|
*
|
|
|
7,096
|
|
|
—
|
|
|
*
|
|
||||
Income tax benefit/(provision)
|
4
|
|
|
167
|
|
|
(97.6
|
)%
|
|
(188
|
)
|
|
309
|
|
|
*
|
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(45
|
)
|
|
100.0
|
%
|
|
(7
|
)
|
|
(129
|
)
|
|
94.6
|
%
|
*
|
Not meaningful
|
Interest Expense - By Segment
|
|||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Percent
Favorable/ (Unfavorable) |
|
Six Months Ended June 30,
|
|
Percent
Favorable/ (Unfavorable) |
||||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
CEOC
|
$
|
—
|
|
|
$
|
528
|
|
|
*
|
|
|
$
|
87
|
|
|
$
|
1,052
|
|
|
*
|
|
CERP
|
98
|
|
|
99
|
|
|
1.0
|
%
|
|
200
|
|
|
190
|
|
|
(5.3
|
)%
|
||||
CGP Casinos
|
47
|
|
|
61
|
|
|
23.0
|
%
|
|
94
|
|
|
76
|
|
|
(23.7
|
)%
|
||||
CIE
|
1
|
|
|
1
|
|
|
—
|
%
|
|
3
|
|
|
2
|
|
|
(50.0
|
)%
|
||||
Other
|
1
|
|
|
(35
|
)
|
|
*
|
|
|
—
|
|
|
(74
|
)
|
|
(100.0
|
)%
|
||||
Total
|
$
|
147
|
|
|
$
|
654
|
|
|
77.5
|
%
|
|
$
|
384
|
|
|
$
|
1,246
|
|
|
69.2
|
%
|
*
|
Not meaningful
|
Cash and Available Revolver Capacity
|
|||||||||||||||
|
June 30, 2015
|
||||||||||||||
(In millions)
|
CERP
|
|
CES
|
|
CGP
|
|
Parent
|
||||||||
Cash and cash equivalents
|
$
|
206
|
|
|
$
|
99
|
|
|
$
|
891
|
|
|
$
|
383
|
|
Revolver capacity
|
270
|
|
|
—
|
|
|
160
|
|
|
—
|
|
||||
Revolver capacity drawn or committed to letters of credit
|
(95
|
)
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
||||
Total
|
$
|
381
|
|
|
$
|
99
|
|
|
$
|
991
|
|
|
$
|
383
|
|
Future Maturities of Long-Term Debt
|
|||||||||||||||||||||||||||
(In millions)
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
CERP
|
$
|
20
|
|
|
$
|
131
|
|
|
$
|
27
|
|
|
$
|
25
|
|
|
$
|
25
|
|
|
$
|
4,500
|
|
|
$
|
4,728
|
|
CGP
|
27
|
|
|
71
|
|
|
23
|
|
|
27
|
|
|
203
|
|
|
2,085
|
|
|
2,436
|
|
|||||||
Total
|
$
|
47
|
|
|
$
|
202
|
|
|
$
|
50
|
|
|
$
|
52
|
|
|
$
|
228
|
|
|
$
|
6,585
|
|
|
$
|
7,164
|
|
Future Estimated Interest Payments
|
|||||||||||||||||||||||||||
(In millions)
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
CERP
|
$
|
195
|
|
|
$
|
384
|
|
|
$
|
395
|
|
|
$
|
405
|
|
|
$
|
412
|
|
|
$
|
497
|
|
|
$
|
2,288
|
|
CGP
|
95
|
|
|
187
|
|
|
190
|
|
|
198
|
|
|
202
|
|
|
330
|
|
|
1,202
|
|
|||||||
Total
|
$
|
290
|
|
|
$
|
571
|
|
|
$
|
585
|
|
|
$
|
603
|
|
|
$
|
614
|
|
|
$
|
827
|
|
|
$
|
3,490
|
|
Summary of Capital Expenditures
|
|||||||||||
|
Six Months Ended June 30,
|
|
Increase/
(Decrease) |
||||||||
(In millions)
|
2015
|
|
2014
|
|
|||||||
Development
|
$
|
75
|
|
|
$
|
220
|
|
|
$
|
(145
|
)
|
Renovation/refurbishment
|
142
|
|
|
300
|
|
|
(158
|
)
|
|||
Other
|
10
|
|
|
16
|
|
|
(6
|
)
|
|||
Total capital expenditures
|
$
|
227
|
|
|
$
|
536
|
|
|
$
|
(309
|
)
|
|
|
|
|
|
|
||||||
Included in capital expenditures:
|
2015
|
|
2014
|
|
|
||||||
Capitalized payroll costs
|
$
|
3
|
|
|
$
|
5
|
|
|
|
||
Capitalized interest
|
9
|
|
|
29
|
|
|
|
•
|
the outcome of currently pending or threatened litigation and demands for payment by certain creditors against CEC and by the National Retirement Fund;
|
•
|
the effects of CEOC’s bankruptcy filing on CEOC and its subsidiaries and affiliates, including Caesars Entertainment, and the interest of various creditors, equity holders and other constituents;
|
•
|
the ability to retain key employees during the restructuring of CEOC;
|
•
|
the event that the First Lien Bond RSA or the Second Lien Bond RSA (collectively, the “RSAs”) may not be consummated in accordance with its terms, or persons not party to an RSA may successfully challenge the implementation thereof;
|
•
|
the length of time CEOC will operate in the Chapter 11 cases or CEOC’s ability to comply with the milestones provided by the RSAs;
|
•
|
risks associated with third party motions in the Chapter 11 cases, which may hinder or delay CEOC’s ability to consummate the restructuring as contemplated by the RSAs;
|
•
|
the potential adverse effects of Chapter 11 proceedings on Caesars Entertainment’s liquidity or results of operations;
|
•
|
the effects of local and national economic, credit and capital market conditions on the economy, in general, and on the gaming industry, in particular;
|
•
|
the financial results of CGP’s business;
|
•
|
the impact of our substantial indebtedness and the restrictions in our debt agreements;
|
•
|
access to available and reasonable financing on a timely basis, including the ability of the Company to refinance its indebtedness on acceptable terms;
|
•
|
the ability of our customer tracking, customer loyalty, and yield management programs to continue to increase customer loyalty and same-store or hotel sales;
|
•
|
changes in laws, including increased tax rates, smoking bans, regulations or accounting standards, third-party relations and approvals, and decisions, disciplines and fines of courts, regulators and governmental bodies;
|
•
|
our ability to recoup costs of capital investments through higher revenues;
|
•
|
abnormal gaming holds ("gaming hold" is the amount of money that is retained by the casino from wagers by customers);
|
•
|
the effects of competition, including locations of competitors, competition for new licenses, and operating and market competition;
|
•
|
the ability to timely and cost-effectively integrate companies that we acquire into our operations;
|
•
|
the potential difficulties in employee retention and recruitment as a result of our substantial indebtedness or any other factor;
|
•
|
construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters, and building permit issues;
|
•
|
litigation outcomes and judicial and governmental body actions, including gaming legislative action, referenda, regulatory disciplinary actions, and fines and taxation;
|
•
|
acts of war or terrorist incidents, severe weather conditions, uprisings or natural disasters, including losses therefrom, losses in revenues and damage to property, and the impact of severe weather conditions on our ability to attract customers to certain of our facilities, such as the amount of losses and disruption to our company as a result of Hurricane Sandy in late October 2012;
|
•
|
the effects of environmental and structural building conditions relating to our properties;
|
•
|
access to insurance on reasonable terms for our assets;
|
•
|
the impact, if any, of unfunded pension benefits under multi-employer pension plans; and
|
•
|
the other factors set forth under "Risk Factors" above.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
•
|
Reviewing the accounting and financial assurance organizations to ensure an appropriate organization and skills to sustain the remedial actions. This includes performing training to enhance knowledge and skills of the finance team and hiring of additional skilled resources, as appropriate.
|
•
|
Enhancing the Company’s SOX monitoring program including an enhanced documented risk assessment process to identify the appropriate in scope balances and related controls, computer systems, and applications.
|
•
|
Performing a comprehensive review of the Company’s accounting processes including controls to ensure the processes and controls are adequately designed, clearly documented and appropriately communicated to enhance control ownership throughout the finance organization.
|
•
|
Evaluating and designing of controls to address the completeness and accuracy of data used to support key estimations, accounting transactions and disclosures, primarily associated with spreadsheets and other key reports.
|
•
|
Implementing new systems and tools to automate manual processes, to document and monitor adherence to standardized processes and controls.
|
•
|
Reviewing and updating accounting policies to ensure they address the Company’s current environment.
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
the ability of the Debtors to continue as a going concern;
|
•
|
the ability of the Debtors to obtain bankruptcy court approval with respect to motions in the Chapter 11 proceedings and the outcomes of bankruptcy court rulings of the proceedings in general;
|
•
|
risks associated with involuntary bankruptcy proceedings filed in the United States Bankruptcy Court for the District of Delaware and now pending in the Bankruptcy Court;
|
•
|
the ability of the Debtors to comply with and to operate under the cash collateral order and any cash management orders entered by the Bankruptcy Court from time to time;
|
•
|
the length of time the Debtors will operate under the Chapter 11 proceedings and their ability to successfully emerge, including with respect to obtaining any necessary regulatory approvals;
|
•
|
the ability of the Debtors to negotiate, confirm and consummate a plan of reorganization with respect to the Chapter 11 proceedings;
|
•
|
the possibility of Caesars Entertainment losing ownership or control over the operation of the Debtors as a result of the restructuring process, including as a result of a market test of the Debtors’ proposed plan of reorganization;
|
•
|
risks associated with third party motions, proceedings and litigation in the Chapter 11 proceedings, which may interfere with the Debtors’ plan of reorganization;
|
•
|
the ability to maintain sufficient liquidity throughout the Chapter 11 proceedings;
|
•
|
increased costs related to the bankruptcy filing and other litigation;
|
•
|
our ability to manage contracts that are critical to our operation, and to obtain and maintain appropriate credit and other terms with customers, suppliers and service providers;
|
•
|
our ability to attract, retain and motivate key employees;
|
•
|
our ability to fund and execute our business plan;
|
•
|
whether our non-Debtor subsidiaries continue to operate their business in the normal course;
|
•
|
the disposition or resolution of all pre-petition claims against us and the Debtors; and
|
•
|
our ability to maintain existing customers and vendor relationships and expand sales to new customers.
|
•
|
sell assets outside the normal course of business;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of the Debtors’ assets;
|
•
|
grant liens;
|
•
|
incur debt for borrowed money outside the ordinary course of business;
|
•
|
prepay prepetition obligations; and
|
•
|
finance the Debtors’ operations, investments or other capital needs or to engage in other business activities that would be in the Debtors’ interests.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.1
|
|
Amendment No. 2 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
5/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Restructuring Support and Forbearance Agreement, dated as of July 20, 2015, among Caesars Entertainment Operating Company, Inc., on behalf of itself and each of the debtors in the Chapter 11 Cases, Caesars Entertainment Corporation, and each of the holders of Second Lien Bond Claims party thereto.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/21/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Fourth Amended and Restated Restructuring Support and Forbearance Agreement, dated as of July 31, 2015,
among Caesars Entertainment Operating Company, Inc., on behalf of itself and the subsidiary loan parties party
thereto, Caesars Entertainment Corporation, LeverageSource III (H Holdings), L.P., LeverageSource V, L.P. and
each of the holders of First Lien Bond Claims party thereto.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
8/3/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.4
|
|
Letter Agreement, dated February 4, 2015, among Caesars Entertainment Corporation, Caesars Enterprise Services, LLC, Caesars Acquisition Company and Gary W. Loveman.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.5
|
|
Amendment No. 1 to Employment Agreement, made as of August 4, 2015, between Caesars Entertainment Corporation, Caesars Enterprise Services, LLC and Mark Frissora.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
101
|
|
The following financial statements from the Company’s Form 10-Q for the quarter ended June 30, 2015, formatted in XBRL: (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statements of Comprehensive Loss, (iv) Consolidated Condensed Statement of Stockholders’ Equity, (v) Consolidated Condensed Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.
|
|
X
|
|
—
|
|
—
|
|
—
|
|
—
|
† Denotes a management contract or compensatory plan or arrangement.
|
|
|
|
|
|
CAESARS ENTERTAINMENT CORPORATION
|
|
|
|
|
August 6, 2015
|
By:
|
/S/ KEITH A. CAUSEY
|
|
|
Keith A. Causey
|
|
|
Senior Vice President and Chief Accounting Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Caesars Entertainment Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 6, 2015
|
|
|
|
|
By:
|
/S/ MARK P. FRISSORA
|
|
|
|
Mark P. Frissora
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Caesars Entertainment Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 6, 2015
|
|
|
|
|
By:
|
/S/ ERIC HESSION
|
|
|
|
Eric Hession
|
|
|
|
Executive Vice President and Chief Financial Officer
|
/S/ MARK P. FRISSORA
|
Mark P. Frissora
|
President and Chief Executive Officer
|
/S/ ERIC HESSION
|
Eric Hession
|
Executive Vice President and Chief Financial Officer
|