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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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62-1411755
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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One Caesars Palace Drive, Las Vegas, Nevada
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89109
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller
reporting company)
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ITEM 1.
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Business
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(1)
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CEOC filed for bankruptcy protection under Chapter 11 of the US Bankruptcy Code on January 15, 2015 and was no longer consolidated within CEC as a result. See
Note 2
.
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(2)
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CAC is party to the series of transactions that formed CGP and owns 100% of the voting membership units in CGP. Caesars owns 100% of the non-voting membership units in CGP and consolidates CGP as a variable interest entity. See
Note 2
. See information about Caesars’ announced merger with CAC in
Note 1
.
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(3)
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Ownership held by Caesars Growth Properties Holding, LLC (“CGPH”), a subsidiary of CGP.
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(4)
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Caesars Enterprise Services, LLC (“CES”) is a services joint venture formed by CEOC, CERP, and CGPH (collectively, the “Members”). See
Note 1
.
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(5)
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Our reportable segments currently include CERP and CGP. See
Note 1
. CEOC remained a reportable segment until its deconsolidation effective January 15, 2015. See
Note 2
.
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•
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CEOC’s marks include Caesars, Harrah’s, Horseshoe, Bally’s, and Total Rewards;
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•
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CERP’s marks include Rio, Flamingo, and Paris;
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•
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CIE’s marks include WSOP; and
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•
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CGP holds a license for the Planet Hollywood mark used in connection with the Planet Hollywood Resort & Casino in Las Vegas.
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Employee Group
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Approximate Number of Active Employees Represented
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Union
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Date on which Collective Bargaining Agreement Becomes Amendable
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Las Vegas Culinary Employees
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8,700
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Culinary Workers Union, Local 226
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Various up to
July 31, 2018 |
Atlantic City Food & Beverage and Hotel employees
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1,600
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UNITE HERE, Local 54
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February 28, 2020
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Las Vegas Bartenders
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1,200
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Bartenders Union, Local 165
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Various up to
July 31, 2018 |
Las Vegas Dealers
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1,800
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Transport Workers Union of America and UAW
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Various up to
September 30, 2019 |
•
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the ability of the Debtors to continue as a going concern;
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•
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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 and appeals of such rulings in general;
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•
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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;
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•
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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;
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•
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the ability of the Debtors to complete the Third Amended Plan and Caesars Entertainment’s role in such plan of reorganization;
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•
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the likelihood of Caesars Entertainment losing control over the operation of the Debtors as a result of the restructuring process;
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•
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risks associated with third party motions, proceedings and litigation in the Chapter 11 proceedings, which may interfere with the Third Amended Plan;
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•
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our and the Debtors’ ability to maintain sufficient liquidity throughout the Chapter 11 proceedings;
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•
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increased costs being incurred by Caesars Entertainment and the Debtors related to the bankruptcy proceeding, other litigation, and any appeals of any rulings in such proceeding or other litigation;
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•
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our and the Debtors’ 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;
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•
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our and the Debtors’ ability to attract, retain and motivate key employees;
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•
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our ability to fund and execute our business plan;
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•
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whether our non-Debtor subsidiaries continue to operate their business in the normal course;
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•
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the disposition or resolution of all pre-petition claims against us and the Debtors; and
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•
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our ability to maintain existing customers and vendor relationships and expand sales to new customers.
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•
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sell assets outside the normal course of business;
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•
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consolidate, merge, sell or otherwise dispose of all or substantially all of the Debtors’ assets;
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•
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grant liens;
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•
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incur debt for borrowed money outside the ordinary course of business;
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•
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prepay prepetition obligations; and
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•
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finance the Debtors’ operations, investments or other capital needs or to engage in other business activities that would be in the Debtors’ interests.
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•
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the failure of the contemplated Third Amended Plan, for which completing the Merger is a condition, which failure will lead to further bankruptcy proceedings and negotiations with creditors as well as additional costs, litigation and legal liabilities;
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•
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the inability to achieve the global settlement of claims and comprehensive releases in favor of us and our affiliates provided for in the Third Amended Plan;
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•
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we would still being liable for significant transaction costs;
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•
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the focus of our management having been diverted from seeking other potential opportunities without realizing any benefits of the completed merger;
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•
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experiencing negative reactions from our customers, suppliers, regulators and employees;
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•
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certain litigation against us remaining outstanding and not being released; and
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•
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the price of our common stock declining significantly from current market price, which may reflect a market assumption that the Merger will be completed.
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•
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limit our ability to borrow money for our working capital, capital expenditures, development projects, debt service requirements, strategic initiatives or other purposes;
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•
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make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness;
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•
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require that a substantial portion of our cash flow from operations be dedicated to the payment of interest and repayment of our indebtedness, thereby reducing funds available to us for other purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our operations or business;
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•
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make us more highly-leveraged than certain of our competitors, which may place us at a competitive disadvantage;
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•
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make us more vulnerable to downturns in our business or the economy;
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•
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restrict the availability for us to make strategic acquisitions, develop new gaming facilities, introduce new technologies or exploit business opportunities;
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•
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affect our ability to renew certain gaming and other licenses;
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•
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limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds or dispose of assets; and
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•
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expose us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest.
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•
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incur additional debt or issue certain preferred shares;
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•
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pay dividends on or make distributions in respect of our capital stock or make other restricted payments;
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•
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make certain investments;
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•
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sell certain assets;
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•
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create liens on certain assets;
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•
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
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•
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enter into certain transactions with our affiliates; and
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•
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designate our subsidiaries as unrestricted subsidiaries.
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•
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will not be required to lend any additional amounts to such borrowers;
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•
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could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend further credit; or
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•
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require such borrowers to apply all of our available cash to repay these borrowings.
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•
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the existence of acceptable market conditions and demand for the completed project;
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•
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general construction risks, including cost overruns, change orders and plan or specification modification, shortages of construction resources, labor disputes, unforeseen environmental, engineering or geological problems, work stoppages, fire and other natural disasters, construction scheduling problems, and weather interferences;
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•
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changes and concessions required by governmental or regulatory authorities;
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•
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the ability to finance the projects, especially in light of our substantial indebtedness;
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•
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delays in obtaining, or inability to obtain, all licenses, permits and authorizations required to complete and/or operate the project; and
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•
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disruption of our existing operations and facilities.
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•
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coordinating marketing functions;
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•
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undisclosed liabilities; unanticipated issues in integrating information, communications and other systems;
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•
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unanticipated incompatibility of purchasing, logistics, marketing and administration methods;
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•
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retaining key employees;
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•
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consolidating corporate and administrative infrastructures;
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•
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the diversion of management's attention from ongoing business concerns; and
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•
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coordinating geographically separate organizations.
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•
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political and economic instability;
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•
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variation in local economies;
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•
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currency fluctuation;
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•
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greater difficulty in accounts receivable collection;
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•
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trade barriers; and
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•
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burden of complying with a variety of international laws.
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•
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our operating and financial performance and prospects;
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•
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our quarterly or annual earnings or those of other companies in our industry;
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•
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news or developments related to CEOC's ongoing Bankruptcy proceedings and negotiations with its creditors;
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•
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conditions that impact demand for our products and services;
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•
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the public's reaction to our press releases, other public announcements and filings with the SEC;
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•
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changes in earnings estimates or recommendations by securities analysts who track our common stock;
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•
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market and industry perception of our success, or lack thereof, in pursuing our growth strategy;
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•
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strategic actions by us or our competitors, such as acquisitions or restructurings;
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•
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changes in government and environmental regulation, including gaming taxes;
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•
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changes in accounting standards, policies, guidance, interpretations or principles;
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•
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arrival and departure of key personnel;
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•
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changes in our capital structure;
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•
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sales of common stock by us or members of our management team;
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•
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issuance of common stock in connection with the Merger;
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•
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the expiration of contractual lockup agreements; and
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•
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changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
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•
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a majority of the board of directors consists of independent directors;
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•
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a nominating/corporate governance committee that is composed entirely of independent directors;
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•
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a compensation committee that is composed entirely of independent directors; and
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•
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an annual performance evaluation of the nominating/corporate governance and compensation committees.
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•
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establishing a classified board of directors;
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•
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establishing limitations on the removal of directors;
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•
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permitting only an affirmative vote of at least two-thirds of the Board to fix the number of directors;
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•
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prohibiting cumulative voting in the election of directors;
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•
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empowering only the board of directors to fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;
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•
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authorizing the issuance of “blank check” preferred stock without any need for action by stockholders;
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•
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eliminating the ability of stockholders to call special meetings of stockholders;
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•
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prohibiting stockholders from acting by written consent if less than 50.1% of our outstanding common stock is controlled by the Sponsors;
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•
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prohibiting amendments to the bylaws without the affirmative vote of at least two-thirds of the board of directors or the affirmative vote of at least two-thirds of the total voting power of the outstanding shares entitled to vote;
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•
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prohibiting amendments to the certificate of incorporation relating to stockholder meetings, amendments to the bylaws or certificate of incorporation, or the election or classification of the board of directors without the affirmative vote of two-thirds of the shares entitled to vote on any matter; and
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•
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establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
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•
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the outcome of currently pending or threatened litigation and demands for payment by certain creditors and by the NRF against CEC;
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•
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the effects of CEOC’s bankruptcy on CEOC and its subsidiaries and affiliates, including Caesars Entertainment, and the interest of various creditors, equity holders and other constituents;
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•
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the ability to retain key employees during the restructuring of CEOC;
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•
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risks associated with third party motions in the Chapter 11 Case, which may hinder or delay CEOC's ability to consummate the Third Amended Plan;
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•
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the ability (or inability) of CEC and CEOC to satisfy the conditions to the effectiveness of the Third Amended Plan;
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•
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adverse effects of the Chapter 11 proceedings and related litigation on Caesars Entertainment’s liquidity or results of operations;
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•
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the effects of local and national economic, credit and capital market conditions on the economy, in general, and on the gaming industry, in particular;
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•
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the financial results of our consolidated businesses;
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•
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the impact of our substantial indebtedness and the restrictions in our debt agreements;
|
•
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access to available and reasonable financing on a timely basis, including the ability of the Company to refinance its indebtedness on acceptable terms;
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•
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the ability of our customer tracking, customer loyalty, and yield management programs to continue to increase customer loyalty and same-store or hotel sales;
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•
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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;
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•
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our ability to recoup costs of capital investments through higher revenues;
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•
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abnormal gaming holds (“gaming hold” is the amount of money that is retained by the casino from wagers by customers);
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•
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the effects of competition, including locations of competitors, competition for new licenses, and operating and market competition;
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•
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the ability to timely and cost-effectively integrate companies that we acquire into our operations;
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•
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the potential difficulties in employee retention and recruitment as a result of our substantial indebtedness or any other factor;
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•
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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;
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•
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litigation outcomes and judicial and governmental body actions, including gaming legislative action, referenda, regulatory disciplinary actions, and fines and taxation;
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•
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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;
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•
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the effects of environmental and structural building conditions relating to our properties;
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•
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access to insurance on reasonable terms for our assets; and
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•
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the impact, if any, of unfunded pension benefits under multi-employer pension plans.
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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Properties
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Property
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Location
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Casino
Space–
Sq. Ft.
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Slot
Machines
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Table
Games
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Hotel
Rooms and Suites |
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Bally’s Las Vegas
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Las Vegas, NV
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68,400
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990
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70
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2,810
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The Cromwell
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Las Vegas, NV
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40,000
|
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390
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50
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190
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Flamingo Las Vegas
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Las Vegas, NV
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72,300
|
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1,090
|
|
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110
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3,460
|
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Harrah’s Atlantic City
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Atlantic City, NJ
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155,200
|
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2,180
|
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180
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2,590
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Harrah’s Las Vegas
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Las Vegas, NV
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90,600
|
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1,250
|
|
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90
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2,530
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Harrah’s Laughlin
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Laughlin, NV
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56,000
|
|
|
910
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40
|
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1,510
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Harrah’s New Orleans
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New Orleans, LA
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125,100
|
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1,580
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150
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450
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Horseshoe Baltimore
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Baltimore, MD
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122,000
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2,200
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180
|
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|
—
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The LINQ Hotel & Casino
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Las Vegas, NV
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31,900
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760
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70
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2,250
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Paris Las Vegas
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Las Vegas, NV
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95,300
|
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1,020
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|
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100
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2,920
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Planet Hollywood Resort & Casino
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Las Vegas, NV
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64,500
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1,080
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|
|
100
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2,500
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Rio All-Suites Hotel & Casino
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Las Vegas, NV
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117,300
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1,060
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70
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2,520
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ITEM 3.
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Legal Proceedings
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•
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Litigation commenced by Wilmington Savings Fund Society, FSB on August 4, 2014 (the “Delaware Second Lien Lawsuit”)
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•
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Litigation commenced by parties on September 3, 2014 and October 2, 2014 (the “Senior Unsecured Lawsuits”)
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•
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Litigation commenced by UMB Bank on November 25, 2014 (the “Delaware First Lien Lawsuit”)
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•
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Demands for payment made by Wilmington Savings Fund Society, FSB on February 13, 2015 (the “February 13 Notice”)
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•
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Demands for payment made by BOKF, N.A., on February 18, 2015 (the “February 18 Notice”)
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•
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Litigation commenced by BOKF, N.A. on March 3, 2015 (the “New York Second Lien Lawsuit”)
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•
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Litigation commenced by UMB Bank on June 15, 2015 (the “New York First Lien Lawsuit”)
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•
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Litigation commenced by Wilmington Trust, National Association on October 20, 2015 (the “New York Senior Notes Lawsuit”)
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ITEM 4.
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Mine Safety Disclosures
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ITEM 5.
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Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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2016
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2015
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||||||||||||
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High
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Low
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High
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Low
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||||||||
First Quarter
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$
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9.64
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$
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5.65
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$
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16.00
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$
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8.78
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Second Quarter
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8.86
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6.24
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12.48
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5.95
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||||
Third Quarter
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10.84
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5.39
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10.61
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3.30
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||||
Fourth Quarter
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8.50
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6.70
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9.17
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5.75
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As of December 31,
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||||||||||||||||||||
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2/8/2012
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2012
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2013
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2014
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2015
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2016
|
||||||||||||
CZR
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$
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100.00
|
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$
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44.96
|
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$
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139.96
|
|
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$
|
101.95
|
|
|
$
|
51.27
|
|
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$
|
55.23
|
|
S&P 500 Index
|
100.00
|
|
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107.85
|
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142.78
|
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162.33
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164.57
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184.26
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||||||
Dow Jones U.S. Gambling
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100.00
|
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98.69
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168.43
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|
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139.72
|
|
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116.41
|
|
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147.66
|
|
Equity compensation plans approved by security holders
|
|
Number of securities to be
issued upon exercise of outstanding options or vesting of restricted stock units |
|
Weighted-average exercise
price of outstanding options |
|
Number of securities
remaining available for future issuance under equity compensation plans (2) |
||||
Stock options
(1)
|
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9,820,168
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$
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11.69
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8,331,449
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Restricted stock units
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8,447,922
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|
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N/A
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N/A
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(1)
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The weighted average remaining contractual life for the options set forth in this row is
6.2
years.
|
(2)
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Under the 2012 Incentive Plan, the type and form of awards that can be granted includes, but is not limited to, stock options, stock appreciation rights, restricted stock awards, and restricted stock units.
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ITEM 6.
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Selected Financial Data
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(In millions, except per share data)
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2016
|
|
2015
(1)
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
OPERATING DATA
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Net revenues
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$
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3,877
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$
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3,929
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$
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7,967
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$
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7,917
|
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$
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7,994
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|
Impairment of goodwill
|
—
|
|
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—
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|
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695
|
|
|
104
|
|
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195
|
|
|||||
Impairment of tangible and other intangible assets
(2)
|
—
|
|
|
1
|
|
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299
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|
|
2,727
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|
|
430
|
|
|||||
Income/(loss) from operations
|
257
|
|
|
346
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|
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(555
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)
|
|
(2,047
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)
|
|
72
|
|
|||||
Interest expense
|
599
|
|
|
683
|
|
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2,669
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|
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2,252
|
|
|
2,100
|
|
|||||
Deconsolidation and restructuring of CEOC and other
(3)
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(5,758
|
)
|
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6,115
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|
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(95
|
)
|
|
28
|
|
|
161
|
|
|||||
Income/(loss) from continuing operations, net of income taxes
|
(6,127
|
)
|
|
5,897
|
|
|
(2,723
|
)
|
|
(2,748
|
)
|
|
(1,150
|
)
|
|||||
Discontinued operations, net of income taxes
(4)
|
3,380
|
|
|
155
|
|
|
(143
|
)
|
|
(192
|
)
|
|
(353
|
)
|
|||||
Net income/(loss)
|
(2,747
|
)
|
|
6,052
|
|
|
(2,866
|
)
|
|
(2,940
|
)
|
|
(1,503
|
)
|
|||||
Net income/(loss) attributable to Caesars
|
(3,569
|
)
|
|
5,920
|
|
|
(2,783
|
)
|
|
(2,948
|
)
|
|
(1,508
|
)
|
|||||
COMMON STOCK DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings/(loss) per share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(47.52
|
)
|
|
$
|
39.80
|
|
|
$
|
(18.53
|
)
|
|
$
|
(21.43
|
)
|
|
$
|
(9.22
|
)
|
Discontinued operations
(4)
|
23.11
|
|
|
1.08
|
|
|
(1.00
|
)
|
|
(1.50
|
)
|
|
(2.82
|
)
|
|||||
Net income/(loss)
|
$
|
(24.41
|
)
|
|
$
|
40.88
|
|
|
$
|
(19.53
|
)
|
|
$
|
(22.93
|
)
|
|
$
|
(12.04
|
)
|
Diluted earnings/(loss) per share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(47.52
|
)
|
|
$
|
39.20
|
|
|
$
|
(18.53
|
)
|
|
$
|
(21.43
|
)
|
|
$
|
(9.22
|
)
|
Discontinued operations
(4)
|
23.11
|
|
|
1.06
|
|
|
(1.00
|
)
|
|
(1.50
|
)
|
|
(2.82
|
)
|
|||||
Net income/(loss)
|
$
|
(24.41
|
)
|
|
$
|
40.26
|
|
|
$
|
(19.53
|
)
|
|
$
|
(22.93
|
)
|
|
$
|
(12.04
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCIAL POSITION DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
14,894
|
|
|
$
|
12,206
|
|
|
$
|
23,339
|
|
|
$
|
24,492
|
|
|
$
|
27,670
|
|
Current portion of long-term debt
|
89
|
|
|
187
|
|
|
15,779
|
|
|
197
|
|
|
880
|
|
|||||
Long-term debt
(5)
|
6,749
|
|
|
6,777
|
|
|
7,230
|
|
|
20,715
|
|
|
20,305
|
|
|||||
Noncontrolling interests
(6)
|
1,759
|
|
|
1,246
|
|
|
255
|
|
|
1,218
|
|
|
80
|
|
|||||
Stockholders’ equity/(deficit)
|
(3,177
|
)
|
|
987
|
|
|
(4,997
|
)
|
|
(3,122
|
)
|
|
(412
|
)
|
(1)
|
2015 reflects the deconsolidation of CEOC (see
Note 2
).
|
(2)
|
See
Note 6
and
Note 7
for information about impairments.
|
(3)
|
See
Note 1
.
|
(4)
|
See
Note 17
.
|
(5)
|
See
Note 11
for information about debt.
|
(6)
|
The decrease in 2014 was primarily due to the sale and grant of CEOC shares in May 2014, which reduced CEC’s ownership to approximately 89%. The increase in 2013 was primarily due to the formation of CGP (see
Note 2
).
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(1)
|
CEOC remained a reportable segment until its deconsolidation effective January 15, 2015 (see
Note 2
).
|
(2)
|
CERP also owns The LINQ promenade and Octavius Tower at Caesars Palace Las Vegas (“Octavius Tower”).
|
•
|
we have limited unrestricted cash available to meet the financial commitments of CEC, primarily resulting from significant expenditures made to (1) defend against the litigation matters disclosed below and (2) support a plan of reorganization for CEOC (the “Restructuring”);
|
•
|
we have made material future commitments to support the Restructuring described below; and
|
•
|
we are a defendant in litigation relating to certain CEOC transactions dating back to 2010 and other legal matters (see
Note 3
) that could result in one or more adverse rulings against us if the Restructuring is not completed.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||
|
2014
|
|
|
|
|
|||||||||||||
|
(C)
|
|
|
|
|
|
(B) vs. (C)
|
|||||||||||
|
CERP and CGP
(1)
|
CEOC
(2)
|
Consolidated Caesars
|
Fav/(Unfav)
|
||||||||||||||
(Dollars in millions)
|
$
|
|
%
|
|||||||||||||||
Casino revenues
|
$
|
1,923
|
|
|
$
|
3,495
|
|
|
$
|
5,418
|
|
|
$
|
245
|
|
|
12.7
|
%
|
Net revenues
|
3,372
|
|
|
4,595
|
|
|
7,967
|
|
|
399
|
|
|
11.8
|
%
|
||||
Loss from operations
|
(245
|
)
|
|
(310
|
)
|
|
(555
|
)
|
|
582
|
|
|
*
|
|
||||
Deconsolidation and restructuring of CEOC and other
|
142
|
|
|
(237
|
)
|
|
(95
|
)
|
|
5,973
|
|
|
*
|
|
||||
Loss from continuing operations, net of income taxes
|
(382
|
)
|
|
(2,341
|
)
|
|
(2,723
|
)
|
|
6,357
|
|
|
*
|
|
||||
Discontinued operations, net of income taxes
|
34
|
|
|
(177
|
)
|
|
(143
|
)
|
|
128
|
|
|
*
|
|
||||
Net loss attributable to Caesars
|
(429
|
)
|
|
(2,354
|
)
|
|
(2,783
|
)
|
|
6,434
|
|
|
*
|
|
||||
Property EBITDA
(3)
|
755
|
|
|
826
|
|
|
1,581
|
|
|
292
|
|
|
38.7
|
%
|
||||
Operating Margin
(4)
|
(7.3
|
)%
|
|
(6.7
|
)%
|
|
(7.0
|
)%
|
|
—
|
|
|
16.2 pts
|
|
*
|
Not meaningful.
|
(1)
|
Includes CERP and CGP segments and associated parent company and elimination adjustments.
|
(2)
|
Includes CEOC segment and associated eliminations of intercompany transactions and other consolidating adjustments.
|
(3)
|
See the “Reconciliation of Non-GAAP Financial Measures” section below.
|
(4)
|
Calculated as income/(loss) from operations divided by net revenues.
|
Net Revenues - Segment
|
|||||||||||||||||||||||||
|
Years Ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
|
|
Fav/(Unfav)
|
|
Fav/(Unfav)
|
|||||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
CERP
|
$
|
2,195
|
|
|
$
|
2,154
|
|
|
$
|
2,065
|
|
|
$
|
41
|
|
|
1.9
|
%
|
|
$
|
89
|
|
|
4.3
|
%
|
CGP
|
1,697
|
|
|
1,620
|
|
|
1,319
|
|
|
77
|
|
|
4.8
|
%
|
|
301
|
|
|
22.8
|
%
|
|||||
Other
|
(15
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|
*
|
|
|
9
|
|
|
75.0
|
%
|
|||||
Total CERP and CGP
|
3,877
|
|
|
3,771
|
|
|
3,372
|
|
|
106
|
|
|
2.8
|
%
|
|
399
|
|
|
11.8
|
%
|
|||||
CEOC
|
—
|
|
|
164
|
|
|
4,812
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|||||
Other
|
—
|
|
|
(6
|
)
|
|
(217
|
)
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|||||
Total CEOC
|
—
|
|
|
158
|
|
|
4,595
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|||||
Consolidated Caesars
|
$
|
3,877
|
|
|
$
|
3,929
|
|
|
$
|
7,967
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
(1)
|
Average cash daily rate (“cash ADR”) is a key indicator by which we evaluate the performance of our properties and is determined by room revenue and rooms occupied.
|
•
|
Rooms revenue increased
$25 million
in
2016
and
$42 million
in
2015
. The expansion of resort fees to all CERP properties during 2015, improved hotel yield as result of newly renovated rooms becoming available during 2016 at Harrah’s Las Vegas, and the opening of the Harrah’s Atlantic City Waterfront Conference Center (the “Atlantic City Conference Center”) in the third quarter 2015 drove an increase in CERP’s cash ADR from
$102
in
2014
to
$114
in
2015
and
$124
in
2016
.
|
•
|
Scheduled room renovations caused a reduction of approximately
2%
of room nights available during
2016
compared with
2015
, primarily at Paris Las Vegas and Harrah’s Las Vegas, which partially offset the
2016
increase in rooms revenue.
|
•
|
Casino revenues increased
$32 million
in
2015
compared with
2014
, due to a reduction in costs related to variable marketing programs, such as REEL REWARDS, discounts, and free play, that are treated as a reduction in revenue.
|
•
|
Other revenues increased
$18 million
in
2016
compared with
2015
, primarily due to new performers and additional scheduled performances at the Rio Las Vegas, which contributed to higher entertainment revenue in 2016.
|
•
|
Rooms revenue increased
$38 million
in
2016
and
$65 million
in
2015
. Room renovations at The LINQ Hotel & Casino (“The LINQ Hotel”) were substantially completed and available to guests in early May 2015, which resulted in increases in room nights available of approximately
14%
in
2016
and
24%
in
2015
compared with the corresponding prior year periods. In addition, the expansion of resort fees and improved hotel yield drove an increase in CGP’s cash ADR from
$108
in
2014
to
$123
in
2015
and
$132
in
2016
.
|
•
|
Other revenues increased
$35 million
in
2016
compared with
2015
, primarily due to new performers at Planet Hollywood Resort & Casino, which contributed to higher entertainment revenue in 2016.
|
•
|
Casino revenues and food and beverage revenues increased
$214 million
and
$28 million
, respectively, in
2015
compared with
2014
, primarily due to higher volume at The LINQ Hotel after the completion of renovations, and the benefit of The Cromwell and Horseshoe Baltimore operating for the full year in 2015 after opening during 2014.
|
•
|
Partially offsetting the 2015 increase in casino revenues was a decline at Harrah’s New Orleans, which was mostly due to the New Orleans smoking ban that was enacted in April 2015.
|
Income/(Loss) from Operations by Category - CERP and CGP
|
|||||||||||||||||||||||||
|
Years Ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
|
|
Fav/(Unfav)
|
|
Fav/(Unfav)
|
|||||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Net revenues
|
$
|
3,877
|
|
|
$
|
3,771
|
|
|
$
|
3,372
|
|
|
$
|
106
|
|
|
2.8
|
%
|
|
$
|
399
|
|
|
11.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Casino expense
|
1,128
|
|
|
1,122
|
|
|
1,071
|
|
|
(6
|
)
|
|
(0.5
|
)%
|
|
(51
|
)
|
|
(4.8
|
)%
|
|||||
Food and beverage
|
383
|
|
|
388
|
|
|
386
|
|
|
5
|
|
|
1.3
|
%
|
|
(2
|
)
|
|
(0.5
|
)%
|
|||||
Rooms
|
249
|
|
|
223
|
|
|
209
|
|
|
(26
|
)
|
|
(11.7
|
)%
|
|
(14
|
)
|
|
(6.7
|
)%
|
|||||
Property, general, administrative, and other (“PGA & O”)
|
1,166
|
|
|
1,022
|
|
|
1,000
|
|
|
(144
|
)
|
|
(14.1
|
)%
|
|
(22
|
)
|
|
(2.2
|
)%
|
|||||
Depreciation and amortization
|
439
|
|
|
361
|
|
|
315
|
|
|
(78
|
)
|
|
(21.6
|
)%
|
|
(46
|
)
|
|
(14.6
|
)%
|
|||||
Impairments
|
—
|
|
|
1
|
|
|
435
|
|
|
1
|
|
|
100.0
|
%
|
|
434
|
|
|
99.8
|
%
|
|||||
Corporate expense
|
166
|
|
|
169
|
|
|
95
|
|
|
3
|
|
|
1.8
|
%
|
|
(74
|
)
|
|
(77.9
|
)%
|
|||||
Other operating costs
|
89
|
|
|
148
|
|
|
106
|
|
|
59
|
|
|
39.9
|
%
|
|
(42
|
)
|
|
(39.6
|
)%
|
|||||
Total operating expenses
|
3,620
|
|
|
3,434
|
|
|
3,617
|
|
|
(186
|
)
|
|
(5.4
|
)%
|
|
183
|
|
|
5.1
|
%
|
|||||
Income/(loss) from operations
|
$
|
257
|
|
|
$
|
337
|
|
|
$
|
(245
|
)
|
|
$
|
(80
|
)
|
|
(23.7
|
)%
|
|
$
|
582
|
|
|
*
|
|
*
|
Not meaningful.
|
Income/(Loss) from Operations - by Segment
|
||||||||||||||||||||||||
|
Years Ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
|||||||||||||||||||
|
|
Fav/(Unfav)
|
|
Fav/(Unfav)
|
||||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||
CERP
|
$
|
389
|
|
|
$
|
411
|
|
|
$
|
(32
|
)
|
|
$
|
(22
|
)
|
|
(5.4
|
)%
|
|
$
|
443
|
|
|
*
|
CGP
|
20
|
|
|
253
|
|
|
(221
|
)
|
|
(233
|
)
|
|
(92.1
|
)%
|
|
474
|
|
|
*
|
|||||
Other
|
(152
|
)
|
|
(327
|
)
|
|
8
|
|
|
175
|
|
|
53.5
|
%
|
|
(335
|
)
|
|
*
|
|||||
Total CERP and CGP
|
257
|
|
|
337
|
|
|
(245
|
)
|
|
(80
|
)
|
|
(23.7
|
)%
|
|
582
|
|
|
*
|
|||||
CEOC
|
—
|
|
|
9
|
|
|
(323
|
)
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|||||
Other
|
—
|
|
|
—
|
|
|
13
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|||||
Total CEOC
|
—
|
|
|
9
|
|
|
(310
|
)
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|||||
Consolidated Caesars
|
$
|
257
|
|
|
$
|
346
|
|
|
$
|
(555
|
)
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
(1)
|
See Notes
6
and
7
for additional information.
|
•
|
In
2016
, direct rooms expenses increased consistently with the increase in rooms revenues, and depreciation and amortization increased due to the removal and replacement of certain assets related to ongoing property renovation projects primarily at Harrah’s Las Vegas, Paris Las Vegas, and Flamingo Las Vegas, as well as depreciation expense related to the Atlantic City Conference Center, which opened during 2015. The increase in operating expenses more than offset the increase in net revenues described above.
|
•
|
In
2015
, the improvement was primarily attributable to the increase in net revenues and because there were no impairment charges during
2015
compared with
$277 million
during
2014
(see
Note 7
). In addition, cost savings initiatives implemented in the fourth quarter of 2014 also contributed to the reduction in operating expenses.
|
•
|
In
2016
, the decrease was primarily due to the accelerated vesting of CIE equity awards resulting in increases in CIE stock-based compensation expense. Stock-based compensation expense was
$189 million
in 2016 compared with
$31 million
in 2015. In addition, CIE incurred costs related to the sale of the SMG Business. Upon the closing of the SMG Business sale, all outstanding CIE stock-based compensation awards were deemed fully vested and were subsequently paid in cash in connection with the closing of the SMG Business sale, as described in
Note 17
.
|
•
|
The portion of CIE’s stock-based compensation expense directly identifiable with employees of the SMG Business was reclassified to discontinued operations for all periods presented in the Statements of Operations (see
Note 17
). The portion of CIE’s stock-based compensation expense not directly identifiable with employees of the SMG Business was included in property, general, administrative, and other in the Statements of Operations. For the year ended
December 31, 2016
, the majority of stock-based compensation expense resulted from the acceleration of the vesting of CIE stock-based compensation awards.
|
•
|
In
2015
, the improvement was primarily attributable to the increase in net revenues and because there were no material impairment charges during
2015
compared with
$158 million
during
2014
(see
Note 7
). In addition, cost savings initiatives also contributed to the reduction in operating expenses.
|
Interest Expense
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
|
Years Ended December 31,
|
|
Fav/(Unfav)
|
|
Fav/(Unfav)
|
||||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
CEOC
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
2,184
|
|
|
$
|
87
|
|
|
*
|
|
|
$
|
2,097
|
|
|
*
|
|
CERP
|
396
|
|
|
399
|
|
|
389
|
|
|
3
|
|
|
0.8
|
%
|
|
(10
|
)
|
|
(2.6
|
)%
|
|||||
CGP
|
198
|
|
|
195
|
|
|
169
|
|
|
(3
|
)
|
|
(1.5
|
)%
|
|
(26
|
)
|
|
(15.4
|
)%
|
|||||
Other
(1)
|
5
|
|
|
2
|
|
|
(73
|
)
|
|
(3
|
)
|
|
(150.0
|
)%
|
|
(75
|
)
|
|
*
|
|
|||||
Total
|
$
|
599
|
|
|
$
|
683
|
|
|
$
|
2,669
|
|
|
84
|
|
|
*
|
|
|
$
|
1,986
|
|
|
*
|
|
(1)
|
Activity in 2014 primarily consisted of the elimination of intercompany interest paid by CEOC for debt instruments held by CGP.
|
•
|
a
$26 million
increase in interest associated with the CGPH Term Loan and CGPH Notes, which provided funding for the four properties CGP acquired from CEOC in May 2014, and the Horseshoe Baltimore Credit and FF&E Facilities after Horseshoe Baltimore construction was completed in the second quarter of 2014;
|
•
|
a
$27 million
reduction in capitalized interest due to CERP completing The LINQ promenade in the first quarter of 2014 and CGP completing The Cromwell in the second quarter of 2014 and Horseshoe Baltimore in the third quarter; and
|
•
|
a partially offsetting
$15 million
reduction related to the Planet Hollywood debt that was repaid in the second quarter of 2014 with proceeds from the CGPH Term Loan.
|
Reconciliation of Property EBITDA
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income/(loss) attributable to Caesars
|
$
|
(3,569
|
)
|
|
$
|
5,920
|
|
|
$
|
(2,783
|
)
|
Net income/(loss) attributable to noncontrolling interests
|
822
|
|
|
132
|
|
|
(83
|
)
|
|||
Discontinued operations, net of income taxes
|
(3,380
|
)
|
|
(155
|
)
|
|
143
|
|
|||
Income tax (benefit)/provision
|
27
|
|
|
(119
|
)
|
|
(596
|
)
|
|||
Deconsolidation and restructuring of CEOC and other
|
5,758
|
|
|
(6,115
|
)
|
|
95
|
|
|||
Interest expense
|
599
|
|
|
683
|
|
|
2,669
|
|
|||
Depreciation and amortization
|
439
|
|
|
374
|
|
|
658
|
|
|||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
695
|
|
|||
Impairment of tangible and other intangible assets
|
—
|
|
|
1
|
|
|
299
|
|
|||
Corporate expense
|
166
|
|
|
174
|
|
|
232
|
|
|||
Other operating costs
|
89
|
|
|
152
|
|
|
203
|
|
|||
CIE stock-based compensation
|
189
|
|
|
31
|
|
|
49
|
|
|||
Property EBITDA
|
$
|
1,140
|
|
|
$
|
1,078
|
|
|
$
|
1,581
|
|
Segment Property EBITDA
|
|||||||||||||||||||||||||
|
Years Ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
|||||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
CERP
|
$
|
697
|
|
|
$
|
672
|
|
|
$
|
520
|
|
|
$
|
25
|
|
|
3.7
|
%
|
|
$
|
152
|
|
|
29.2
|
%
|
CGP
|
439
|
|
|
370
|
|
|
235
|
|
|
69
|
|
|
18.6
|
%
|
|
135
|
|
|
57.4
|
%
|
|||||
Other
|
4
|
|
|
5
|
|
|
4
|
|
|
(1
|
)
|
|
(20.0
|
)%
|
|
1
|
|
|
25.0
|
%
|
|||||
Total CERP and CGP
|
1,140
|
|
|
1,047
|
|
|
759
|
|
|
93
|
|
|
8.9
|
%
|
|
288
|
|
|
37.9
|
%
|
|||||
CEOC
|
—
|
|
|
31
|
|
|
822
|
|
|
(31
|
)
|
|
*
|
|
|
(791
|
)
|
|
*
|
|
|||||
Total Consolidated Caesars
|
$
|
1,140
|
|
|
$
|
1,078
|
|
|
$
|
1,581
|
|
|
62
|
|
|
*
|
|
|
(503
|
)
|
|
*
|
|
Summary of Cash and Revolver Capacity
|
|||||||||||||||
|
December 31, 2016
|
||||||||||||||
(In millions)
|
CERP
|
|
CGP
|
|
CES
|
|
Other
|
||||||||
Cash and cash equivalents
|
$
|
168
|
|
|
$
|
1,050
|
|
|
$
|
107
|
|
|
$
|
188
|
|
Revolver capacity
|
270
|
|
|
160
|
|
|
—
|
|
|
—
|
|
||||
Revolver capacity drawn or committed to letters of credit
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
398
|
|
|
$
|
1,210
|
|
|
$
|
107
|
|
|
$
|
188
|
|
Annual Estimated Debt Service Requirements
|
|||||||||||||||||||||||||||
|
Years ended December 31,
|
||||||||||||||||||||||||||
(In millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
CERP
|
$
|
458
|
|
|
$
|
415
|
|
|
$
|
425
|
|
|
$
|
3,710
|
|
|
$
|
1,280
|
|
|
$
|
—
|
|
|
$
|
6,288
|
|
CGP
|
201
|
|
|
215
|
|
|
388
|
|
|
460
|
|
|
1,189
|
|
|
727
|
|
|
3,180
|
|
|||||||
Total principal and interest
|
$
|
659
|
|
|
$
|
630
|
|
|
$
|
813
|
|
|
$
|
4,170
|
|
|
$
|
2,469
|
|
|
$
|
727
|
|
|
$
|
9,468
|
|
Summary of Consolidated Capital Expenditures
|
|||||||||||||||||||
|
Years Ended December 31,
|
|
Increase/(Decrease)
|
||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
2016 vs 2015
|
|
2015 vs 2014
|
|||||||||||
Development
|
$
|
3
|
|
|
$
|
96
|
|
|
$
|
360
|
|
|
$
|
(93
|
)
|
|
$
|
(264
|
)
|
Renovation/refurbishment
|
189
|
|
|
207
|
|
|
573
|
|
|
(18
|
)
|
|
(366
|
)
|
|||||
Other
|
28
|
|
|
38
|
|
|
58
|
|
|
(10
|
)
|
|
(20
|
)
|
|||||
Total capital expenditures
|
$
|
220
|
|
|
$
|
341
|
|
|
$
|
991
|
|
|
$
|
(121
|
)
|
|
$
|
(650
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Included in capital expenditures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized payroll costs
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
11
|
|
|
|
|
|
||||
Capitalized interest
|
2
|
|
|
12
|
|
|
45
|
|
|
|
|
|
Summary of Capital Expenditures by Entity
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
CEOC
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
249
|
|
CERP
|
127
|
|
|
129
|
|
|
179
|
|
|||
CGP
|
71
|
|
|
170
|
|
|
558
|
|
|||
CES
|
22
|
|
|
38
|
|
|
5
|
|
|||
Total
|
$
|
220
|
|
|
$
|
341
|
|
|
$
|
991
|
|
•
|
Hotel remodeling projects at CGP’s Planet Hollywood, Bally’s Las Vegas, and Harrah’s New Orleans;
|
•
|
Hotel remodeling projects at CERP’s Flamingo Las Vegas, Harrah’s Atlantic City, Paris Las Vegas, and Harrah’s Las Vegas;
|
•
|
Hospitality and maintenance projects; and
|
•
|
IT, marketing, analytics, accounting, payroll, and other projects that benefit the operating structures.
|
•
|
the estimates involve matters that are highly uncertain at the time the accounting estimate is made; and
|
•
|
different estimates or changes to estimates could have a material impact on the reported financial position, changes in financial position, or results of operations.
|
•
|
CEC Convertible Notes
– CEC’s current estimated incremental cost of borrowing and the estimated volatility of CEC’s common stock;
|
•
|
CEC Common Stock
– the value and estimated volatility of CEC common stock and the risk-free rate; and
|
•
|
PropCo Call Right
– EBITDAR volatility, the ratio of EBITDAR to initial rent under the property lease, and the enterprise value to revenue volatility.
|
|
Payments due by Period
(1)
|
||||||||||||||||||
(In millions)
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
4-5
years
|
|
After
5 years
|
||||||||||
Debt, face value
|
$
|
6,946
|
|
|
$
|
87
|
|
|
$
|
273
|
|
|
$
|
5,899
|
|
|
$
|
687
|
|
Capital lease obligations
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Estimated interest payments
(2)
|
2,520
|
|
|
570
|
|
|
1,170
|
|
|
740
|
|
|
40
|
|
|||||
Operating lease obligations
|
1,139
|
|
|
43
|
|
|
76
|
|
|
76
|
|
|
944
|
|
|||||
Purchase order obligations
|
378
|
|
|
230
|
|
|
112
|
|
|
24
|
|
|
12
|
|
|||||
Community reinvestment
|
47
|
|
|
6
|
|
|
12
|
|
|
12
|
|
|
17
|
|
|||||
Construction commitments
|
50
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Entertainment obligations
(3)
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other contractual obligations
(4)
|
84
|
|
|
25
|
|
|
25
|
|
|
17
|
|
|
17
|
|
|||||
Total contractual obligations
|
$
|
11,168
|
|
|
$
|
1,015
|
|
|
$
|
1,668
|
|
|
$
|
6,768
|
|
|
$
|
1,717
|
|
(1)
|
In addition to the contractual obligations disclosed in this table, we have unrecognized tax benefits for which, based on uncertainties associated with the items, we are unable to make reasonably reliable estimates of the period of potential cash settlements, if any, with taxing authorities.
|
(2)
|
Estimated interest for variable-rate debt included in this table is based on the 1-month and 3-month LIBOR curve available as of
December 31, 2016
. Estimated interest includes interest related to capital leases.
|
(3)
|
Entertainment obligations represent obligations to pay performers that have contracts for future performances. This amount does not include estimated obligations for future performances where payment is only guaranteed when the performances occur and/or is based on factors contingent upon the profitability of the performances.
|
(4)
|
Primarily includes licensing, management, and other fees.
|
ITEM 7A.
|
Quantitative and Qualitative Disclosure About Market Risk
|
ITEM 8
.
|
Financial Statements and Supplementary Data
|
|
As of December 31,
|
||||||
(In millions, except par value)
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents ($1,157 and $948 attributable to our VIEs)
|
$
|
1,513
|
|
|
$
|
1,227
|
|
Restricted cash ($3,040 and $3 attributable to our VIEs)
|
3,113
|
|
|
58
|
|
||
Receivables, net ($76 and $63 attributable to our VIEs)
|
160
|
|
|
134
|
|
||
Due from affiliates, net ($64 and $33 attributable to our VIEs)
|
64
|
|
|
34
|
|
||
Prepayments and other current assets ($61 and $46 attributable to our VIEs)
|
118
|
|
|
121
|
|
||
Inventories ($7 and $7 attributable to our VIEs)
|
20
|
|
|
21
|
|
||
Current assets held for sale ($0 and $364 attributable to our VIEs)
|
—
|
|
|
364
|
|
||
Total current assets
|
4,988
|
|
|
1,959
|
|
||
Property and equipment, net ($2,537 and $2,607 attributable to our VIEs)
|
7,446
|
|
|
7,584
|
|
||
Goodwill ($206 and $206 attributable to our VIEs)
|
1,608
|
|
|
1,608
|
|
||
Intangible assets other than goodwill ($191 and $206 attributable to our VIEs)
|
433
|
|
|
498
|
|
||
Restricted cash ($5 and $9 attributable to our VIEs)
|
5
|
|
|
109
|
|
||
Deferred charges and other assets ($240 and $253 attributable to our VIEs)
|
414
|
|
|
448
|
|
||
Total assets
|
$
|
14,894
|
|
|
$
|
12,206
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity/(Deficit)
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable ($143 and $124 attributable to our VIEs)
|
$
|
215
|
|
|
$
|
161
|
|
Due to affiliates ($94 and $15 attributable to our VIEs)
|
112
|
|
|
16
|
|
||
Accrued expenses and other current liabilities ($312 and $232 attributable to our VIEs)
|
664
|
|
|
550
|
|
||
Accrued restructuring and support expenses
|
6,601
|
|
|
905
|
|
||
Interest payable ($14 and $37 attributable to our VIEs)
|
67
|
|
|
131
|
|
||
Current portion of long-term debt ($21 and $70 attributable to our VIEs)
|
89
|
|
|
187
|
|
||
Current liabilities held for sale ($0 and $66 attributable to our VIEs)
|
—
|
|
|
66
|
|
||
Total current liabilities
|
7,748
|
|
|
2,016
|
|
||
Long-term debt ($2,254 and $2,267 attributable to our VIEs)
|
6,749
|
|
|
6,777
|
|
||
Deferred income taxes ($0 and $13 attributable to our VIEs)
|
1,722
|
|
|
1,000
|
|
||
Deferred credits and other liabilities ($33 and $125 attributable to our VIEs)
|
93
|
|
|
180
|
|
||
Total liabilities
|
16,312
|
|
|
9,973
|
|
||
Commitments and contingencies (Note 3)
|
|
|
|
|
|
||
Stockholders’ equity/(deficit)
|
|
|
|
||||
Common stock: voting, $0.01 par value, 150 and 147 shares issued, respectively
|
1
|
|
|
1
|
|
||
Treasury stock: 3 and 2 shares, respectively
|
(29
|
)
|
|
(21
|
)
|
||
Additional paid-in capital
|
7,605
|
|
|
8,190
|
|
||
Accumulated deficit
|
(10,753
|
)
|
|
(7,184
|
)
|
||
Accumulated other comprehensive income/(loss)
|
(1
|
)
|
|
1
|
|
||
Total Caesars stockholders’ equity/(deficit)
|
(3,177
|
)
|
|
987
|
|
||
Noncontrolling interests
|
1,759
|
|
|
1,246
|
|
||
Total stockholders’ equity/(deficit)
|
(1,418
|
)
|
|
2,233
|
|
||
Total liabilities and stockholders’ equity/(deficit)
|
$
|
14,894
|
|
|
$
|
12,206
|
|
|
Years Ended December 31,
|
||||||||||
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
Casino
|
$
|
2,177
|
|
|
$
|
2,286
|
|
|
$
|
5,418
|
|
Food and beverage
|
788
|
|
|
823
|
|
|
1,495
|
|
|||
Rooms
|
923
|
|
|
878
|
|
|
1,207
|
|
|||
Other revenue
|
527
|
|
|
495
|
|
|
742
|
|
|||
Reimbursed management costs
|
—
|
|
|
10
|
|
|
243
|
|
|||
Less: casino promotional allowances
|
(538
|
)
|
|
(563
|
)
|
|
(1,138
|
)
|
|||
Net revenues
|
3,877
|
|
|
3,929
|
|
|
7,967
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Direct
|
|
|
|
|
|
||||||
Casino
|
1,128
|
|
|
1,194
|
|
|
3,253
|
|
|||
Food and beverage
|
383
|
|
|
399
|
|
|
694
|
|
|||
Rooms
|
249
|
|
|
227
|
|
|
315
|
|
|||
Property, general, administrative, and other
|
1,166
|
|
|
1,052
|
|
|
1,930
|
|
|||
Reimbursable management costs
|
—
|
|
|
10
|
|
|
243
|
|
|||
Depreciation and amortization
|
439
|
|
|
374
|
|
|
658
|
|
|||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
695
|
|
|||
Impairment of tangible and other intangible assets
|
—
|
|
|
1
|
|
|
299
|
|
|||
Corporate expense
|
166
|
|
|
174
|
|
|
232
|
|
|||
Other operating costs
|
89
|
|
|
152
|
|
|
203
|
|
|||
Total operating expenses
|
3,620
|
|
|
3,583
|
|
|
8,522
|
|
|||
Income/(loss) from operations
|
257
|
|
|
346
|
|
|
(555
|
)
|
|||
Interest expense
|
(599
|
)
|
|
(683
|
)
|
|
(2,669
|
)
|
|||
Deconsolidation and restructuring of CEOC and other
|
(5,758
|
)
|
|
6,115
|
|
|
(95
|
)
|
|||
Income/(loss) from continuing operations before income taxes
|
(6,100
|
)
|
|
5,778
|
|
|
(3,319
|
)
|
|||
Income tax benefit/(provision)
|
(27
|
)
|
|
119
|
|
|
596
|
|
|||
Income/(loss) from continuing operations, net of income taxes
|
(6,127
|
)
|
|
5,897
|
|
|
(2,723
|
)
|
|||
Discontinued operations, net of income taxes
|
3,380
|
|
|
155
|
|
|
(143
|
)
|
|||
Net income/(loss)
|
(2,747
|
)
|
|
6,052
|
|
|
(2,866
|
)
|
|||
Net (income)/loss attributable to noncontrolling interests
|
(822
|
)
|
|
(132
|
)
|
|
83
|
|
|||
Net income/(loss) attributable to Caesars
|
$
|
(3,569
|
)
|
|
$
|
5,920
|
|
|
$
|
(2,783
|
)
|
|
|
|
|
|
|
||||||
Earnings/(loss) per share - basic and diluted
|
|
|
|
|
|
||||||
Basic earnings/(loss) per share from continuing operations
|
$
|
(47.52
|
)
|
|
$
|
39.80
|
|
|
$
|
(18.53
|
)
|
Basic earnings/(loss) per share from discontinued operations
|
23.11
|
|
|
1.08
|
|
|
(1.00
|
)
|
|||
Basic earnings/(loss) per share
|
$
|
(24.41
|
)
|
|
$
|
40.88
|
|
|
$
|
(19.53
|
)
|
Diluted earnings/(loss) per share from continuing operations
|
$
|
(47.52
|
)
|
|
$
|
39.20
|
|
|
$
|
(18.53
|
)
|
Diluted earnings/(loss) per share from discontinued operations
|
23.11
|
|
|
1.06
|
|
|
(1.00
|
)
|
|||
Diluted earnings/(loss) per share
|
$
|
(24.41
|
)
|
|
$
|
40.26
|
|
|
$
|
(19.53
|
)
|
Weighted-average common shares outstanding - basic
|
146
|
|
|
145
|
|
|
142
|
|
|||
Weighted-average common shares outstanding - diluted
|
146
|
|
|
147
|
|
|
142
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income/(loss):
|
|
|
|
|
|
||||||
Other comprehensive loss, net of income taxes
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Comprehensive income/(loss)
|
(2,749
|
)
|
|
6,052
|
|
|
(2,868
|
)
|
|||
Comprehensive (income)/loss attributable to noncontrolling interests
|
(822
|
)
|
|
(132
|
)
|
|
83
|
|
|||
Comprehensive income/(loss) attributable to Caesars
|
$
|
(3,571
|
)
|
|
$
|
5,920
|
|
|
$
|
(2,785
|
)
|
|
Caesars Stockholders’ Equity/(Deficit)
|
|
|
|
|
||||||||||||||||||||||||||
|
|
|
|
|
Additional
Paid-in- Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Income/(Loss) |
|
Total Caesars Stockholders’ Equity/(Deficit)
|
|
Noncontrolling Interests
|
|
Total Equity/(Deficit)
|
||||||||||||||||
(In millions)
|
Common Stock
|
|
Treasury Stock
|
|
|||||||||||||||||||||||||||
Balance as of December 31, 2013
|
$
|
1
|
|
|
$
|
(16
|
)
|
|
$
|
7,231
|
|
|
$
|
(10,321
|
)
|
|
$
|
(17
|
)
|
|
$
|
(3,122
|
)
|
|
$
|
1,218
|
|
|
$
|
(1,904
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,783
|
)
|
|
—
|
|
|
(2,783
|
)
|
|
(83
|
)
|
|
(2,866
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
(3
|
)
|
|
32
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||||
Common stock issuances
(1)
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
136
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
Allocation of minority interest resulting from sales and conveyances of subsidiary stock
(2)
|
—
|
|
|
—
|
|
|
754
|
|
|
—
|
|
|
4
|
|
|
758
|
|
|
(744
|
)
|
|
14
|
|
||||||||
Bond distribution to noncontrolling interest owners
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160
|
)
|
|
(160
|
)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
24
|
|
|
11
|
|
||||||||
Balance as of December 31, 2014
|
1
|
|
|
(19
|
)
|
|
8,140
|
|
|
(13,104
|
)
|
|
(15
|
)
|
|
(4,997
|
)
|
|
255
|
|
|
(4,742
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,920
|
|
|
—
|
|
|
5,920
|
|
|
132
|
|
|
6,052
|
|
||||||||
Share-based compensation
|
—
|
|
|
(2
|
)
|
|
50
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||||
Elimination of CEOC noncontrolling interest and deconsolidation
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
854
|
|
|
870
|
|
||||||||
Decrease in noncontrolling interests, net of distributions and contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||||||
Balance as of December 31, 2015
|
1
|
|
|
(21
|
)
|
|
8,190
|
|
|
(7,184
|
)
|
|
1
|
|
|
987
|
|
|
1,246
|
|
|
2,233
|
|
||||||||
Cumulative effect adjustment share-based compensation
(4)
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,569
|
)
|
|
—
|
|
|
(3,569
|
)
|
|
822
|
|
|
(2,747
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||||||
CIE stock transactions, net
|
—
|
|
|
—
|
|
|
(626
|
)
|
|
—
|
|
|
—
|
|
|
(626
|
)
|
|
—
|
|
|
(626
|
)
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
Change in noncontrolling interest, net of distributions and contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(309
|
)
|
|
(309
|
)
|
||||||||
Other
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||||
Balance as of December 31, 2016
|
$
|
1
|
|
|
$
|
(29
|
)
|
|
$
|
7,605
|
|
|
$
|
(10,753
|
)
|
|
$
|
(1
|
)
|
|
$
|
(3,177
|
)
|
|
$
|
1,759
|
|
|
$
|
(1,418
|
)
|
(1)
|
We issued and sold
7 million
shares in 2014.
|
(2)
|
In 2014, we sold
68,100
of CEC’s shares of CEOC’s common stock to qualified institutional buyers and CEOC granted
86,936
shares of its common stock to employees. We allocated
$869 million
of accumulated stockholders’ deficit to the noncontrolling interests’ ownership in CEOC based upon the noncontrolling interests’ ownership share as of December 31, 2014, which included
$744 million
for the allocation of noncontrolling interest resulting from sales and conveyances of CEOC stock.
|
(3)
|
See
Note 2
.
|
(4)
|
Adoption of Accounting Standards Update No. 2016-09, Compensation-Stock Compensation. See
Note 14
.
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
(2,747
|
)
|
|
$
|
6,052
|
|
|
$
|
(2,866
|
)
|
Adjustments to reconcile net income/(loss) to cash flows from operating activities:
|
|
|
|
|
|
||||||
Loss/(income) from discontinued operations
|
(3,380
|
)
|
|
(155
|
)
|
|
143
|
|
|||
Gain on deconsolidation of CEOC
|
—
|
|
|
(7,125
|
)
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
96
|
|
|||
Depreciation and amortization
|
439
|
|
|
374
|
|
|
651
|
|
|||
Amortization of deferred finance costs and debt discount/premium
|
24
|
|
|
38
|
|
|
438
|
|
|||
Provision for doubtful accounts
|
11
|
|
|
11
|
|
|
50
|
|
|||
Impairment of intangible and tangible assets
|
—
|
|
|
1
|
|
|
994
|
|
|||
Share-based compensation expense
|
228
|
|
|
94
|
|
|
94
|
|
|||
Deferred income taxes
|
2
|
|
|
(113
|
)
|
|
(440
|
)
|
|||
Other non-cash adjustments to net income/(loss)
|
14
|
|
|
1
|
|
|
50
|
|
|||
Net changes in:
|
|
|
|
|
|
||||||
Accounts receivable
|
(22
|
)
|
|
(51
|
)
|
|
12
|
|
|||
Due to/due from affiliates, net
|
19
|
|
|
(28
|
)
|
|
3
|
|
|||
Inventories, prepayments and other current assets
|
(11
|
)
|
|
1
|
|
|
(21
|
)
|
|||
Deferred charges and other
|
—
|
|
|
(17
|
)
|
|
1
|
|
|||
Accounts payable
|
39
|
|
|
(47
|
)
|
|
(47
|
)
|
|||
Interest payable
|
(64
|
)
|
|
(41
|
)
|
|
342
|
|
|||
Accrued expenses
|
50
|
|
|
45
|
|
|
(155
|
)
|
|||
Restructuring accruals
|
5,696
|
|
|
905
|
|
|
—
|
|
|||
Deferred credits and other
|
10
|
|
|
(5
|
)
|
|
(201
|
)
|
|||
Other
|
—
|
|
|
3
|
|
|
35
|
|
|||
Cash flows provided by/(used in) operating activities
|
308
|
|
|
(57
|
)
|
|
(821
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Acquisitions of property and equipment, net of change in related payables
|
(220
|
)
|
|
(341
|
)
|
|
(991
|
)
|
|||
Deconsolidation of CEOC cash
|
—
|
|
|
(985
|
)
|
|
—
|
|
|||
Return of investment from discontinued operations
|
132
|
|
|
142
|
|
|
87
|
|
|||
Contributions to discontinued operations
|
(56
|
)
|
|
(15
|
)
|
|
(89
|
)
|
|||
Proceeds from the sale and maturity of investments
|
46
|
|
|
29
|
|
|
24
|
|
|||
Payments to acquire investments
|
(23
|
)
|
|
(27
|
)
|
|
—
|
|
|||
Other
|
—
|
|
|
(3
|
)
|
|
69
|
|
|||
Cash flows used in investing activities
|
(121
|
)
|
|
(1,200
|
)
|
|
(900
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from long-term debt and revolving credit facilities
|
120
|
|
|
310
|
|
|
4,436
|
|
|||
Debt issuance and extension costs and fees
|
—
|
|
|
—
|
|
|
(196
|
)
|
|||
Repayments of long-term debt and revolving credit facilities
|
(268
|
)
|
|
(450
|
)
|
|
(2,833
|
)
|
|||
Payment of contingent consideration
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Repurchase of CIE shares and distribution of sale proceeds
|
(1,126
|
)
|
|
(65
|
)
|
|
—
|
|
|||
Proceeds from sale of interest in subsidiary
|
—
|
|
|
—
|
|
|
8
|
|
|||
Issuance of common stock, net of fees
|
—
|
|
|
—
|
|
|
136
|
|
|||
Distributions to noncontrolling interest owners
|
(270
|
)
|
|
(36
|
)
|
|
—
|
|
|||
Other
|
11
|
|
|
25
|
|
|
(30
|
)
|
|||
Cash flows provided by/(used in) financing activities
|
(1,533
|
)
|
|
(217
|
)
|
|
1,521
|
|
|||
Cash flows from discontinued operations
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
168
|
|
|
159
|
|
|
26
|
|
|||
Cash flows from investing activities
|
4,379
|
|
|
(12
|
)
|
|
(26
|
)
|
|||
Cash flows from financing activities
|
(76
|
)
|
|
(158
|
)
|
|
(5
|
)
|
|||
Net cash from discontinued operations
|
4,471
|
|
|
(11
|
)
|
|
(5
|
)
|
|||
|
|
|
|
|
|
||||||
Change in cash, cash equivalents, and restricted cash classified as assets held for sale
|
112
|
|
|
(8
|
)
|
|
(52
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase/(decrease) in cash, cash equivalents, and restricted cash
|
3,237
|
|
|
(1,493
|
)
|
|
(257
|
)
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
1,394
|
|
|
2,887
|
|
|
3,144
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
4,631
|
|
|
$
|
1,394
|
|
|
$
|
2,887
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
634
|
|
|
$
|
696
|
|
|
$
|
2,070
|
|
Cash paid for income taxes
|
65
|
|
|
80
|
|
|
50
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Change in accrued capital expenditures
|
14
|
|
|
(35
|
)
|
|
46
|
|
|||
Change in assets acquired through financing activities and capital leases
|
—
|
|
|
—
|
|
|
30
|
|
•
|
we have limited unrestricted cash available to meet the financial commitments of CEC, primarily resulting from significant expenditures made to (1) defend against the litigation matters disclosed below and (2) support a plan of reorganization for CEOC (the “Restructuring”);
|
•
|
we have made material future commitments to support the Restructuring described below; and
|
•
|
we are a defendant in litigation relating to certain CEOC transactions dating back to 2010 and other legal matters (see
Note 2
) that could result in one or more adverse rulings against us if the Restructuring is not completed.
|
(a)
|
Sixth Amended and Restated Restructuring Support and Forbearance Agreement, dated October 4, 2016, with certain parties holding claims under CEOC’s first lien notes (the “First Lien Bond RSA”);
|
(b)
|
Second Amended Restructuring Support and Forbearance Agreement, dated October 4, 2016, with certain parties holding claims under CEOC’s first lien credit agreement (the “First Lien Bank RSA”);
|
(c)
|
Restructuring Support, Forbearance and Settlement Agreement, dated October 4, 2016, with certain parties holding claims under CEOC’s second lien note agreements (the “Second Lien RSA”);
|
(d)
|
Amendment No. 1 to First Amended and Restated Restructuring Support and Forbearance Agreement, dated October 4, 2016, with certain parties holding claims under CEOC’s subsidiary guaranteed notes (the “SGN RSA”);
|
(e)
|
First Amended and Restated Restructuring Support, Settlement, and Contribution Agreement, dated July 9, 2016, with CEOC (the “CEC RSA”);
|
(f)
|
Amended and Restated Restructuring Support Agreement, dated July 9, 2016, with CAC and CEOC (the “CAC RSA”); and
|
(g)
|
Restructuring Support and Settlement Agreement, dated June 22, 2016, with the unsecured claimholders’ committee in the Chapter 11 cases (the “UCC RSA”).
|
Accrued Restructuring and Support Expenses
|
|||||||
|
Accrued as of
|
||||||
(In millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Forbearance fees and other payments to creditors
|
$
|
970
|
|
|
$
|
484
|
|
Bank Guaranty Settlement
|
734
|
|
|
386
|
|
||
Issuance of CEC common shares
|
2,936
|
|
|
—
|
|
||
Issuance of CEC convertible notes
|
1,600
|
|
|
—
|
|
||
PropCo call right agreement
|
131
|
|
|
—
|
|
||
Payment of creditor expenses, settlement charges, and other fees
|
195
|
|
|
—
|
|
||
Payment to CEOC
|
35
|
|
|
35
|
|
||
Total accrued
|
$
|
6,601
|
|
|
$
|
905
|
|
Purchase 100% of OpCo common stock for $700 million
|
Issuance of CEC common shares in exchange for OpCo preferred stock
|
PropCo has right of first refusal on the real property assets associated with all new domestic non-Las Vegas gaming facility opportunities, with CEC or OpCo leasing such properties
|
Guarantee of OpCo’s payment obligations to PropCo under the leases of the CEOC Properties
|
Guarantee of OpCo debt received by the First Lien Bank Lenders and First Lien Noteholders
|
Cash and Available Revolver Capacity
|
|||||||||||||||
|
December 31, 2016
|
||||||||||||||
(In millions)
|
CERP
|
|
CGP
|
|
CES
|
|
Other
|
||||||||
Cash and cash equivalents
|
$
|
168
|
|
|
$
|
1,050
|
|
|
$
|
107
|
|
|
$
|
188
|
|
Revolver capacity
|
270
|
|
|
160
|
|
|
—
|
|
|
—
|
|
||||
Revolver capacity drawn or committed to letters of credit
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
398
|
|
|
$
|
1,210
|
|
|
$
|
107
|
|
|
$
|
188
|
|
•
|
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 (the “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 Wilmington Trust, National Association on October 20, 2015 (the “New York Senior Notes Lawsuit”); and
|
•
|
Litigation commenced by Trustees of the National Retirement Fund in January 2015 (the “NRF Litigation”).
|
Employee Group
|
|
Approximate Number of Active Employees Represented
|
|
Union
|
|
Date on which Collective Bargaining Agreement Becomes Amendable
|
Las Vegas Culinary Employees
|
|
8,700
|
|
Culinary Workers Union, Local 226
|
|
Various up to
July 31, 2018 |
Atlantic City Food & Beverage and Hotel employees
|
|
1,600
|
|
UNITE HERE, Local 54
|
|
February 28, 2020
|
Las Vegas Bartenders
|
|
1,200
|
|
Bartenders Union, Local 165
|
|
Various up to
July 31, 2018 |
Las Vegas Dealers
|
|
1,800
|
|
Transport Workers Union of America and UAW
|
|
Various up to
September 30, 2019 |
(In millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Cash and cash equivalents
|
$
|
1,513
|
|
|
$
|
1,227
|
|
Restricted cash, current portion
|
3,113
|
|
|
58
|
|
||
Restricted cash, non-current portion
|
5
|
|
|
109
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
4,631
|
|
|
$
|
1,394
|
|
Allowance for Doubtful Accounts
|
|||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance as of January 1
|
$
|
48
|
|
|
$
|
196
|
|
|
$
|
162
|
|
Provision for doubtful accounts
|
11
|
|
|
11
|
|
|
50
|
|
|||
Write-offs less recoveries
|
(18
|
)
|
|
3
|
|
|
(16
|
)
|
|||
CEOC deconsolidation
|
—
|
|
|
(162
|
)
|
|
—
|
|
|||
Balance as of December 31
|
$
|
41
|
|
|
$
|
48
|
|
|
$
|
196
|
|
•
|
No. 2014-15,
Presentation: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
(
Note 1
);
|
•
|
No. 2015-02,
Consolidation: Amendments to the Consolidation Analysis
(
Note 2
);
|
•
|
No. 2016-18,
Statement of Cash Flows: Restricted Cash
(
Note 4
); and
|
•
|
No. 2016-09,
Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting
(
Note 14
).
|
Useful Lives
|
||||
Land improvements
|
|
|
12
|
years
|
Buildings
|
20
|
to
|
40
|
years
|
Building and leasehold improvements
|
5
|
to
|
20
|
years
|
Furniture, fixtures, and equipment
|
2.5
|
to
|
20
|
years
|
Property and Equipment, Net
|
|||||||
|
As of December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Land and land improvements
|
$
|
3,584
|
|
|
$
|
3,584
|
|
Buildings and leasehold improvements
|
4,149
|
|
|
4,128
|
|
||
Furniture, fixtures, and equipment
|
1,346
|
|
|
1,307
|
|
||
Construction in progress
|
55
|
|
|
59
|
|
||
Total property and equipment
|
9,134
|
|
|
9,078
|
|
||
Less: accumulated depreciation
|
(1,688
|
)
|
|
(1,494
|
)
|
||
Total property and equipment, net
|
$
|
7,446
|
|
|
$
|
7,584
|
|
Depreciation Expense
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation expense
|
$
|
369
|
|
|
$
|
301
|
|
|
$
|
538
|
|
Tangible Asset Impairments
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Continuing operations
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
60
|
|
Changes in Carrying Value of Goodwill by Segment
|
|||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP
|
|
CEC Total
|
||||||||
Gross Goodwill
|
|
|
|
|
|
|
|
||||||||
Balance as of January 1, 2015
|
$
|
4,294
|
|
|
$
|
3,894
|
|
|
$
|
1,266
|
|
|
$
|
9,454
|
|
CEOC Deconsolidation
|
(4,294
|
)
|
|
—
|
|
|
—
|
|
|
(4,294
|
)
|
||||
SMG discontinued operation
(1)
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
(100
|
)
|
||||
Balance as of December 31, 2015
|
—
|
|
|
3,894
|
|
|
1,166
|
|
|
5,060
|
|
||||
Accumulated Impairment
|
|
|
|
|
|
|
|
||||||||
Balance as of January 1, 2015
|
(3,621
|
)
|
|
(2,492
|
)
|
|
(975
|
)
|
|
(7,088
|
)
|
||||
CEOC Deconsolidation
|
3,621
|
|
|
—
|
|
|
—
|
|
|
3,621
|
|
||||
SMG discontinued operation
(1)
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||
Balance as of December 31, 2015
|
—
|
|
|
(2,492
|
)
|
|
(960
|
)
|
|
(3,452
|
)
|
||||
Net Carrying Value, December 31, 2015
|
$
|
—
|
|
|
$
|
1,402
|
|
|
$
|
206
|
|
|
$
|
1,608
|
|
|
|
|
|
|
|
|
|
||||||||
Gross Goodwill
|
|
|
|
|
|
|
|
||||||||
Balance as of January 1, 2016
|
$
|
—
|
|
|
$
|
3,894
|
|
|
$
|
1,166
|
|
|
$
|
5,060
|
|
Balance as of December 31, 2016
|
—
|
|
|
3,894
|
|
|
1,166
|
|
|
5,060
|
|
||||
Accumulated Impairment
|
|
|
|
|
|
|
|
||||||||
Balance as of January 1, 2016
|
—
|
|
|
(2,492
|
)
|
|
(960
|
)
|
|
(3,452
|
)
|
||||
Balance as of December 31, 2016
|
—
|
|
|
(2,492
|
)
|
|
(960
|
)
|
|
(3,452
|
)
|
||||
Net Carrying Value, December 31, 2016
|
$
|
—
|
|
|
$
|
1,402
|
|
|
$
|
206
|
|
|
$
|
1,608
|
|
(1)
|
Assets and liabilities related to the SMG Business were reclassified to assets held for sale (see
Note 17
).
|
Changes in Carrying Value of Intangible Assets Other Than Goodwill
|
|||||||||||||||||||||||
|
Amortizing
|
|
Non-Amortizing
|
|
Total
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Balance as of January 1
|
$
|
350
|
|
|
$
|
636
|
|
|
$
|
148
|
|
|
$
|
2,514
|
|
|
$
|
498
|
|
|
$
|
3,150
|
|
Amortization expense
|
(65
|
)
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(65
|
)
|
||||||
CEOC Deconsolidation
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
(2,366
|
)
|
|
—
|
|
|
(2,518
|
)
|
||||||
SMG discontinued operation
(1)
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
||||||
Balance as of December 31
|
$
|
285
|
|
|
$
|
350
|
|
|
$
|
148
|
|
|
$
|
148
|
|
|
$
|
433
|
|
|
$
|
498
|
|
(1)
|
Assets and liabilities related to the SMG Business were reclassified to assets held for sale (see
Note 17
).
|
Intangible Asset Impairment Charges - Continuing Operations
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Goodwill
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
695
|
|
Trademarks
|
—
|
|
|
—
|
|
|
13
|
|
|||
Gaming Rights and other
|
—
|
|
|
—
|
|
|
226
|
|
|||
Total impairment charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
934
|
|
Estimated Five-Year Amortization
|
|||||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||||
(In millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
Estimated annual amortization expense
|
$
|
65
|
|
|
$
|
55
|
|
|
$
|
54
|
|
|
$
|
54
|
|
|
$
|
48
|
|
Investments
|
|||||||||||||||
(In millions)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government bonds
|
67
|
|
|
—
|
|
|
67
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
71
|
|
|
$
|
4
|
|
|
$
|
67
|
|
|
$
|
—
|
|
Estimated Fair Value
|
|||||||||||||||
(In millions)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Accrual for consider to be issued associated with the Restructuring:
|
|
|
|
|
|
|
|
||||||||
CEC convertible notes
|
$
|
1,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,600
|
|
CEC common shares
(1)
|
1,936
|
|
|
—
|
|
|
1,936
|
|
|
—
|
|
||||
PropCo Call Right
|
131
|
|
|
—
|
|
|
—
|
|
|
131
|
|
||||
Total liabilities at fair value
|
$
|
3,667
|
|
|
$
|
—
|
|
|
$
|
1,936
|
|
|
$
|
1,731
|
|
(1)
|
Includes
$23 million
related to the
$200 million
equity buyback that was reclassified from level 3 to level 2 during 2016.
|
Changes in Level 3 Fair Value Measurements
|
||||||||
|
|
December 31, 2016
|
||||||
(In millions)
|
|
CEC Convertible Notes
|
|
PropCo Call Option
|
||||
Balance as of beginning of period
|
|
$
|
—
|
|
|
$
|
—
|
|
Loss in deconsolidation and restructuring of CEOC and other
|
|
1,600
|
|
|
131
|
|
||
Balance as of end of period
|
|
$
|
1,600
|
|
|
$
|
131
|
|
◦
|
Incremental cost of borrowing -
4.5%
|
◦
|
Expected volatility -
35%
|
◦
|
Risk-free rate -
2.3%
|
•
|
Ratio of EBITDAR to Initial Rent under Property Lease -
1.67
to 1.00
|
•
|
EBITDAR volatility -
25%
|
•
|
Enterprise value to revenue volatility -
15%
|
•
|
Ratio of initial purchase price to property lease rent -
12.00
to 1.00
|
•
|
EBITDAR to multiple correlation -
0.0%
|
•
|
Composite projected revenue growth rate -
2.4%
|
•
|
Composite projected EBITDAR margin growth rate -
23.2%
|
Detail of Accrued Expenses and Other Current Liabilities
|
|||||||
|
As of December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Payroll and other compensation
|
$
|
155
|
|
|
$
|
156
|
|
Self-insurance claims and reserves
|
179
|
|
|
179
|
|
||
Advance deposits
|
87
|
|
|
76
|
|
||
Payable to former Minority Investors and holders of CIE equity awards (See Note 17)
|
63
|
|
|
—
|
|
||
Accrued taxes
|
28
|
|
|
30
|
|
||
Chip and token liability
|
20
|
|
|
17
|
|
||
Other accruals
|
132
|
|
|
92
|
|
||
Total accrued expenses and other current liabilities
|
$
|
664
|
|
|
$
|
550
|
|
Future Minimum Rental Commitments
|
|||||||
(In millions)
|
Capital
Leases
|
|
Operating
Leases
|
||||
2017
|
$
|
2
|
|
|
$
|
43
|
|
2018
|
—
|
|
|
38
|
|
||
2019
|
—
|
|
|
38
|
|
||
2020
|
—
|
|
|
38
|
|
||
2021
|
—
|
|
|
38
|
|
||
2022 and thereafter
|
—
|
|
|
944
|
|
||
Total minimum rental commitments
|
2
|
|
|
$
|
1,139
|
|
|
Less amounts representing interest
|
—
|
|
|
|
|||
Present value of net minimum lease payments
|
$
|
2
|
|
|
|
|
As of December 31,
|
||||||||||
|
2016
|
|
2015
|
||||||||
(In millions)
|
Face Value
|
|
Book Value
|
|
Book Value
|
||||||
CERP
|
$
|
4,618
|
|
|
$
|
4,563
|
|
|
$
|
4,627
|
|
CGP
|
2,330
|
|
|
2,275
|
|
|
2,337
|
|
|||
Total debt
|
6,948
|
|
|
6,838
|
|
|
6,964
|
|
|||
Current portion of long-term debt
|
(89
|
)
|
|
(89
|
)
|
|
(187
|
)
|
|||
Long-term debt
|
$
|
6,859
|
|
|
$
|
6,749
|
|
|
$
|
6,777
|
|
|
|
|
|
|
|
||||||
Fair value of debt
|
$
|
7,190
|
|
|
|
|
|
|
Estimated Debt Service Payments
(1)
|
|||||||||||||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||||||||||||
(In millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Principal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
CERP
|
$
|
68
|
|
|
$
|
25
|
|
|
$
|
25
|
|
|
$
|
3,350
|
|
|
$
|
1,150
|
|
|
$
|
—
|
|
|
$
|
4,618
|
|
CGP
|
21
|
|
|
25
|
|
|
198
|
|
|
300
|
|
|
1,099
|
|
|
687
|
|
|
2,330
|
|
|||||||
Total principal
|
89
|
|
|
50
|
|
|
223
|
|
|
3,650
|
|
|
2,249
|
|
|
687
|
|
|
6,948
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Estimated Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
CERP
|
390
|
|
|
390
|
|
|
400
|
|
|
360
|
|
|
130
|
|
|
—
|
|
|
1,670
|
|
|||||||
CGP
|
180
|
|
|
190
|
|
|
190
|
|
|
160
|
|
|
90
|
|
|
40
|
|
|
850
|
|
|||||||
Total interest
|
570
|
|
|
580
|
|
|
590
|
|
|
520
|
|
|
220
|
|
|
40
|
|
|
2,520
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal and Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
CERP
|
458
|
|
|
415
|
|
|
425
|
|
|
3,710
|
|
|
1,280
|
|
|
—
|
|
|
6,288
|
|
|||||||
CGP
|
201
|
|
|
215
|
|
|
388
|
|
|
460
|
|
|
1,189
|
|
|
727
|
|
|
3,180
|
|
|||||||
Total principal and interest
|
$
|
659
|
|
|
$
|
630
|
|
|
$
|
813
|
|
|
$
|
4,170
|
|
|
$
|
2,469
|
|
|
$
|
727
|
|
|
$
|
9,468
|
|
(1)
|
Debt principal payments are estimated amounts based on maturity dates and potential borrowings under our revolving credit facility. Interest payments are estimated based on the forward-looking LIBOR curve. Actual payments may differ from these estimates.
|
Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities
|
|||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
(In millions)
|
Proceeds
|
|
Repayments
|
|
Proceeds
|
|
Repayments
|
||||||||
CERP Term Loan
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
CERP Senior Secured Revolver
|
105
|
|
|
(145
|
)
|
|
230
|
|
|
(330
|
)
|
||||
CGPH Term Loan
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||
CGPH Senior Secured Revolving Credit Facility
|
15
|
|
|
(60
|
)
|
|
80
|
|
|
(35
|
)
|
||||
Horseshoe Baltimore Credit Facility
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Horseshoe Baltimore FF&E Facility
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(3
|
)
|
||||
Cromwell Credit Facility
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(10
|
)
|
||||
Other debt activity
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(25
|
)
|
||||
Capital lease payments
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(10
|
)
|
||||
Total
|
$
|
120
|
|
|
$
|
(268
|
)
|
|
$
|
310
|
|
|
$
|
(450
|
)
|
CERP Debt
|
|||||||||||||||
|
As of December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
Detail of Debt (Dollars in millions)
|
Final
Maturity |
|
Rate(s)
(1)
|
|
Face Value
|
|
Book Value
|
|
Book Value
|
||||||
CERP Credit Facility
|
|
|
|
|
|
|
|
|
|
||||||
CERP Revolving Credit Facility
(2)
|
2018
|
|
variable
|
|
$
|
40
|
|
|
$
|
40
|
|
|
$
|
80
|
|
CERP Term Loan
(3)
|
2020
|
|
7.00%
|
|
2,425
|
|
|
2,387
|
|
|
2,403
|
|
|||
CERP Notes
|
|
|
|
|
|
|
|
|
|
||||||
CERP First Lien Notes
|
2020
|
|
8.00%
|
|
1,000
|
|
|
993
|
|
|
992
|
|
|||
CERP Second Lien Notes
|
2021
|
|
11.00%
|
|
1,150
|
|
|
1,140
|
|
|
1,138
|
|
|||
Capital lease obligations and other
|
to 2017
|
|
various
|
|
3
|
|
|
3
|
|
|
14
|
|
|||
Total CERP Debt
|
|
4,618
|
|
|
4,563
|
|
|
4,627
|
|
||||||
Current portion of CERP Long-Term Debt
|
|
(68
|
)
|
|
(68
|
)
|
|
(117
|
)
|
||||||
CERP Long-Term Debt
|
|
$
|
4,550
|
|
|
$
|
4,495
|
|
|
$
|
4,510
|
|
(1)
|
Interest rate is fixed, except where noted.
|
(2)
|
Variable interest rate for amounts currently borrowed is calculated by adding LIBOR to a base rate of 6.00%.
|
(3)
|
Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1% floor. The rate is set at the 1% floor as of
December 31, 2016
.
|
CGP Debt
|
|||||||||||||||
|
As of December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
(Dollars in millions)
|
Final
Maturity |
|
Rate(s)
(1)
|
|
Face Value
|
|
Book Value
|
|
Book Value
|
||||||
CGPH Credit Facilities
|
|
|
|
|
|
|
|
|
|
||||||
CGPH Senior Secured Revolving Credit Facility
(2)
|
2019
|
|
variable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45
|
|
CGPH Senior Secured Term Loan
(3)
|
2021
|
|
6.25%
|
|
1,146
|
|
|
1,119
|
|
|
1,126
|
|
|||
CGPH Notes
|
2022
|
|
9.38%
|
|
675
|
|
|
662
|
|
|
660
|
|
|||
Cromwell Credit Facility
(4)
|
2019
|
|
11.00%
|
|
171
|
|
|
167
|
|
|
169
|
|
|||
Horseshoe Baltimore Credit and FF&E Facilities
|
|
|
|
|
|
|
|
|
|
||||||
Horseshoe Baltimore Revolving Facility Loan
(5)
|
2018
|
|
variable
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Horseshoe Baltimore Credit Facility
(4)
|
2020
|
|
8.25%
|
|
297
|
|
|
287
|
|
|
288
|
|
|||
Horseshoe Baltimore FF&E Facility
(4)(6)
|
2019
|
|
8.75%
|
|
22
|
|
|
22
|
|
|
27
|
|
|||
Other Secured Debt
|
2018
|
|
8.00%
|
|
5
|
|
|
4
|
|
|
4
|
|
|||
Special Improvement District Bonds
|
2037
|
|
5.30%
|
|
14
|
|
|
14
|
|
|
14
|
|
|||
Capital lease obligations and other
|
2016
|
|
various
|
|
—
|
|
|
—
|
|
|
4
|
|
|||
Total CGP Debt
|
|
2,330
|
|
|
2,275
|
|
|
2,337
|
|
||||||
Current Portion of CGP Long-Term Debt
|
|
(21
|
)
|
|
(21
|
)
|
|
(70
|
)
|
||||||
CGP Long-Term Debt
|
|
$
|
2,309
|
|
|
$
|
2,254
|
|
|
$
|
2,267
|
|
(1)
|
Interest rate is fixed, except where noted.
|
(2)
|
Variable interest rate calculated as LIBOR plus 5.00%.
|
(3)
|
Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1% floor. The rate is set at the 1% floor as of December 31, 2016.
|
(4)
|
Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1.25% floor. The rate is set at the 1.25% floor as of December 31, 2016.
|
(5)
|
Variable interest rate calculated as LIBOR plus 7.00%.
|
(6)
|
This represents an equipment financing term loan facility.
|
Credit Facility
|
|
Covenant Type
|
|
Effective Period
|
|
Requirement
|
|
CERP Credit Facility
|
|
CERP Maximum SSLR
|
|
From inception
|
|
8.00
|
to 1.00
|
CGPH Senior Secured Term Loan
|
|
CGPH Maximum SSLR
|
|
From inception
|
|
6.00
|
to 1.00
|
Horseshoe Baltimore Credit and FF&E Facilities
|
|
CBAC Maximum SSLR
|
|
Q1 - Q4 2016
|
|
7.50
|
to 1.00
|
|
CBAC Maximum SSLR
|
|
Q1 - Q4 2017
|
|
6.00
|
to 1.00
|
|
|
CBAC Maximum SSLR
|
|
Q1 2018 and thereafter
|
|
4.75
|
to 1.00
|
|
Cromwell Credit Facility
|
|
Cromwell Maximum SSLR
|
|
Q2 2015 - Q1 2016
|
|
5.25
|
to 1.00
|
|
Cromwell Maximum SSLR
|
|
Q2 2016 - Q1 2017
|
|
5.00
|
to 1.00
|
|
|
Cromwell Maximum SSLR
|
|
Q2 2017 and thereafter
|
|
4.75
|
to 1.00
|
Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS
|
||||||||
|
Years Ended December 31,
|
|||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|||
Stock options
|
10
|
|
|
4
|
|
|
6
|
|
Restricted stock units and awards
|
9
|
|
|
1
|
|
|
2
|
|
Total anti-dilutive common shares
|
19
|
|
|
5
|
|
|
8
|
|
Estimated Retail Value of Casino Promotional Allowances
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Food and Beverage
|
$
|
277
|
|
|
$
|
281
|
|
|
$
|
622
|
|
Rooms
|
234
|
|
|
234
|
|
|
422
|
|
|||
Other
|
27
|
|
|
48
|
|
|
94
|
|
|||
|
$
|
538
|
|
|
$
|
563
|
|
|
$
|
1,138
|
|
Estimated Cost of Providing Casino Promotional Allowances
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Food and Beverage
|
$
|
170
|
|
|
$
|
169
|
|
|
$
|
463
|
|
Rooms
|
82
|
|
|
83
|
|
|
168
|
|
|||
Other
|
17
|
|
|
17
|
|
|
60
|
|
|||
|
$
|
269
|
|
|
$
|
269
|
|
|
$
|
691
|
|
•
|
For options replacing the Eligible Options subject to vesting if funds affiliated with the Sponsors achieve at least a 1.5X return, the Replacement Options will vest on the date that the Caesars Entertainment’s 30-day trailing average closing common stock price equals or exceeds
$35.00
per share.
|
•
|
For options replacing the Eligible Options subject to vesting if funds affiliated with the Sponsors achieve at least a 2.0X return, the Replacement Options vest on the earlier of the following: (i)
50%
on March 15, 2014 and
50%
on March 15, 2015 or (ii) Caesars Entertainment’s 30-day trailing average closing common stock price equals or exceeds
$57.41
per share. All options have vested as of December 31, 2015.
|
Caesars Entertainment Stock Option Activity
|
||||||||||||
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value
(in millions)
|
|||||
Outstanding as of December 31, 2015
|
10,638,219
|
|
|
$
|
12.90
|
|
|
6.8
|
|
|
||
Exercised
|
(11,101
|
)
|
|
5.17
|
|
|
|
|
|
|||
Forfeited
|
(334,184
|
)
|
|
13.71
|
|
|
|
|
|
|||
Expired
|
(472,766
|
)
|
|
12.45
|
|
|
|
|
|
|||
Outstanding as of December 31, 2016
|
9,820,168
|
|
|
$
|
11.69
|
|
|
6.2
|
|
$
|
2
|
|
Vested and expected to vest as of December 31, 2016
|
9,820,168
|
|
|
$
|
11.69
|
|
|
6.2
|
|
$
|
2
|
|
Exercisable as of December 31, 2016
|
7,361,410
|
|
|
$
|
9.70
|
|
|
5.9
|
|
$
|
2
|
|
Caesars Entertainment Stock Option Grants and Exercises
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(Dollars in millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Options Granted:
|
|
|
|
|
|
||||||
Number of options granted
|
—
|
|
|
1,844,332
|
|
|
1,500,770
|
|
|||
Weighted Average Grant-Date Fair Value per share
(1)
|
$
|
—
|
|
|
$
|
3.38
|
|
|
$
|
10.27
|
|
Weighted Average Exercise Price per Share
(1)
|
$
|
—
|
|
|
$
|
10.04
|
|
|
$
|
21.18
|
|
|
|
|
|
|
|
||||||
Option Exercises:
|
|
|
|
|
|
||||||
Number of options exercised
|
11,101
|
|
|
58,700
|
|
|
317,703
|
|
|||
Cash received for options exercised
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Aggregate intrinsic value of options exercised
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
(1)
|
Represents the weighted-average grant date fair value per option, using the Monte Carlo simulation option-pricing model for performance-based options, and the Black-Scholes option-pricing model for time-based options.
|
(2)
|
2016 and 2015 amounts are immaterial.
|
Caesars Entertainment Assumptions Used to Estimate Option Values
|
|||||||
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
|
2014
|
||
Expected volatility
|
—
|
|
42.0
|
%
|
|
52.1
|
%
|
Expected dividend yield
|
—
|
|
—
|
%
|
|
—
|
%
|
Expected term (in years)
|
—
|
|
5.7
|
|
|
5.5
|
|
Risk-free interest rate
|
—
|
|
1.6
|
%
|
|
1.7
|
%
|
|
Units
|
|
Wtd Avg Fair Value
|
|||
Outstanding as of December 31, 2015
|
6,329,435
|
|
|
$
|
12.06
|
|
Granted
|
6,101,421
|
|
|
6.35
|
|
|
Vested
|
(3,075,606
|
)
|
|
12.78
|
|
|
Forfeited
|
(907,328
|
)
|
|
9.50
|
|
|
Outstanding as of December 31, 2016
|
8,447,922
|
|
|
7.95
|
|
CIE Stock Option Activity
|
|||||||||||||
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value
(in millions)
|
||||||
Outstanding as of December 31, 2015
|
21,057
|
|
|
$
|
9,584.64
|
|
|
7.8
|
|
|
|
||
Granted
|
377
|
|
|
19,166.18
|
|
|
|
|
|
||||
Exercised
|
(909
|
)
|
|
2,456.64
|
|
|
|
|
|
||||
Forfeited
|
(248
|
)
|
|
11,723.63
|
|
|
|
|
|
||||
Canceled concurrent with closing of the SMG Business sale
|
(20,277
|
)
|
|
10,056.24
|
|
|
|
|
|
||||
Outstanding as of December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
CIE Stock Option Grants and Exercises
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(Dollars in millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Options Granted:
|
|
|
|
|
|
||||||
Number of options granted
|
377
|
|
|
10,350
|
|
|
1,135
|
|
|||
Weighted Average Grant-Date Fair Value per share
(1)
|
$
|
5,404.93
|
|
|
$
|
4,670.27
|
|
|
$
|
4,717.02
|
|
Weighted Average Exercise Price per Share
|
$
|
19,166.18
|
|
|
$
|
15,352.49
|
|
|
$
|
9,976.43
|
|
|
|
|
|
|
|
||||||
Option Exercises:
|
|
|
|
|
|
||||||
Number of options exercised
|
909
|
|
|
1,984
|
|
|
3,822
|
|
|||
Cash received for options exercised
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
6
|
|
Aggregate intrinsic value of options exercised
|
$
|
13
|
|
|
$
|
21
|
|
|
$
|
27
|
|
(1)
|
Represents the weighted-average grant date fair value per option, using the Monte Carlo simulation option-pricing model for performance-based options, and the Black-Scholes option-pricing model for time-based options.
|
Assumptions Used to Estimate CIE Option Value
|
||||||||
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expected range of volatility
|
40.5% - 44.6%
|
|
42.9% - 49.4%
|
|
|
46.5% - 56.8%
|
|
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected range of term (in years)
|
0.8 - 4.2
|
|
|
1.5 - 4.7
|
|
|
2.4 - 7.1
|
|
Risk-free interest rate range
|
0.5% - 1.2%
|
|
|
0.7% - 1.7%
|
|
|
0.7% - 2.3%
|
|
CIE Restricted Stock Unit Activity
|
||||||
|
Units
|
|
Wtd Avg Fair Value
|
|||
Outstanding as of December 31, 2015
|
4,539
|
|
|
$
|
7,827.24
|
|
Granted
|
103
|
|
|
16,452.14
|
|
|
Vested
|
(277
|
)
|
|
11,371.30
|
|
|
Forfeited
|
(119
|
)
|
|
9,543.11
|
|
|
Canceled concurrent with closing of the SMG Business sale
|
(4,246
|
)
|
|
7,757.19
|
|
|
Outstanding as of December 31, 2016
|
—
|
|
|
—
|
|
a.
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c.
|
If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the underfunding of the plan, referred to as a “withdrawal liability.”
|
Multi-employer Pension Plan Participation
|
||||||||||||||||||||||||
|
|
|
|
Pension Protection Act Zone Status
(1)
|
|
|
|
Contributions
(In millions)
|
|
|
|
|
||||||||||||
Pension Fund
|
|
EIN/Pension Plan Number
|
|
2016
|
|
2015
|
|
FIP/RP Status
(2)
|
|
2016
|
|
2015
|
|
2014
|
|
Surcharge Imposed
|
|
Expiration Date of Collective-Bargaining Agreement
(6)
|
||||||
Southern Nevada Culinary and Bartenders Pension Plan
(5)
|
|
88-6016617/001
|
|
Green
|
|
Green
|
|
No
|
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
18
|
|
|
No
|
|
Various up to
July 31, 2018 |
Pension Plan of the UNITE HERE National Retirement Fund
(3)(5)
|
|
13-6130178/001
|
|
Red
|
|
Red
|
|
Yes
|
|
5
|
|
|
6
|
|
|
14
|
|
|
No
|
|
Various up to
February 29, 2020 |
|||
Local 68 Engineers Union Pension Plan
(4)(5)
|
|
51-0176618/001
|
|
Yellow
|
|
Green
|
|
No
|
|
—
|
|
|
—
|
|
|
1
|
|
|
No
|
|
April 30, 2017
|
|||
NJ Carpenters Pension Fund
|
|
22-6174423/001
|
|
Yellow
|
|
Yellow
|
|
Yes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
No
|
|
April 30, 2017
|
|||
Painters IUPAT
|
|
52-6073909/001
|
|
Yellow
|
|
Yellow
|
|
Yes
|
|
1
|
|
|
1
|
|
|
1
|
|
|
No
|
|
Various up to
June 30, 2021 |
|||
Other Funds
|
|
11
|
|
|
9
|
|
|
12
|
|
|
|
|
|
|||||||||||
Total Contributions
|
|
$
|
33
|
|
|
$
|
32
|
|
|
$
|
46
|
|
|
|
|
|
(1)
|
Represents the Pension Protection Act zone status for applicable plan year beginning January 1, except where noted otherwise. The zone status is based on information that the Company received from the plan administrator and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and less than 80% funded, and plans in the green zone are at least 80% funded. All plans detailed in the table above utilized extended amortization provisions to calculate zone status.
|
(2)
|
Indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented.
|
(3)
|
As described in
Note 3
, in January 2015, the Pension Plan of the UNITE HERE National Retirement Fund voted to expel Caesars Entertainment and its participating subsidiaries from the plan.
|
(4)
|
Plan years begin July 1.
|
(5)
|
Plan was listed in the pension plans’ Forms 5500 as providing more than 5% of the total contributions for the plan years ended
2015
and
2014
. At the date the financial statements were issued, Forms 5500 were not available for the
2016
plan year ending.
|
(6)
|
The terms of the current agreement continue indefinitely until either party provides appropriate notice of intent to terminate the contract.
|
Income Tax Benefit/(Provision)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
110
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(33
|
)
|
|
128
|
|
|
601
|
|
|||
State
|
7
|
|
|
(10
|
)
|
|
(109
|
)
|
|||
Outside of the U.S.
|
|
|
|
|
|
||||||
Current
|
1
|
|
|
1
|
|
|
(5
|
)
|
|||
Deferred
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
|
$
|
(27
|
)
|
|
$
|
119
|
|
|
$
|
596
|
|
Allocation of Income Tax Benefit/(Provision)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax benefit/(provision) applicable to:
|
|
|
|
|
|
||||||
Income/(loss) from continuing operations
|
$
|
(27
|
)
|
|
$
|
119
|
|
|
$
|
596
|
|
Discontinued operations
|
(730
|
)
|
|
(64
|
)
|
|
(32
|
)
|
|||
Accumulated other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||
Deconsolidation and restructuring of CEOC and other
|
—
|
|
|
1,176
|
|
|
—
|
|
|||
Additional paid-in capital
|
—
|
|
|
—
|
|
|
(15
|
)
|
Effective Income Tax Rate Reconciliation
|
||||||||
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increases/(decreases) in tax resulting from:
|
|
|
|
|
|
|||
State taxes, net of federal tax benefit
|
—
|
|
|
—
|
|
|
1.6
|
|
Valuation allowance
|
(22.5
|
)
|
|
3.5
|
|
|
(5.7
|
)
|
Foreign income taxes
|
—
|
|
|
—
|
|
|
0.1
|
|
Goodwill
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
Deconsolidation of CEOC
|
—
|
|
|
(40.1
|
)
|
|
—
|
|
Stock-based compensation
|
(0.8
|
)
|
|
0.2
|
|
|
(0.5
|
)
|
Acquisition and integration costs
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
Reserves for uncertain tax positions
|
—
|
|
|
—
|
|
|
0.3
|
|
Sale of stock of subsidiary
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
Disallowed losses on sale to related party
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
Nondeductible restructuring expenses
|
(16.8
|
)
|
|
—
|
|
|
—
|
|
Noncontrolling interests
|
4.8
|
|
|
(0.7
|
)
|
|
0.9
|
|
Other
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
Effective tax rate
|
(0.4
|
)%
|
|
(2.1
|
)%
|
|
18.0
|
%
|
Temporary Differences Resulting in Deferred Tax Assets and Liabilities
|
|||||||
|
As of December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
State net operating losses
|
$
|
3
|
|
|
$
|
5
|
|
Federal net operating loss
|
51
|
|
|
44
|
|
||
Compensation programs
|
42
|
|
|
52
|
|
||
Allowance for doubtful accounts
|
17
|
|
|
10
|
|
||
Self-insurance reserves
|
7
|
|
|
7
|
|
||
Accrued restructuring and support expenses
|
1,278
|
|
|
317
|
|
||
Accrued expenses
|
27
|
|
|
6
|
|
||
Federal tax credits
|
17
|
|
|
13
|
|
||
Federal indirect tax benefits of uncertain state tax positions
|
4
|
|
|
—
|
|
||
Investment in CGP LLC
|
—
|
|
|
115
|
|
||
Capital loss carryover
|
—
|
|
|
15
|
|
||
Deferred revenue
|
1
|
|
|
1
|
|
||
Other
|
8
|
|
|
7
|
|
||
Subtotal
|
1,455
|
|
|
592
|
|
||
Less: valuation allowance
|
949
|
|
|
205
|
|
||
Total deferred tax assets
|
$
|
506
|
|
|
$
|
387
|
|
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and other property-related items
|
914
|
|
|
921
|
|
||
Deferred cancellation of debt income and other debt-related items
|
98
|
|
|
152
|
|
||
Investment in CGP LLC
|
211
|
|
|
—
|
|
||
Investment in non-consolidated affiliates
|
909
|
|
|
170
|
|
||
Intangibles
|
87
|
|
|
134
|
|
||
Prepaid expenses
|
9
|
|
|
10
|
|
||
Total deferred tax liabilities
|
2,228
|
|
|
1,387
|
|
||
Net deferred tax liability
|
$
|
1,722
|
|
|
$
|
1,000
|
|
Reconciliation of Unrecognized Tax Benefits
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance as of beginning of year
|
$
|
3
|
|
|
$
|
81
|
|
|
$
|
142
|
|
Additions based on tax positions related to the current year
|
19
|
|
|
—
|
|
|
20
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions for prior years
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Deconsolidation of CEOC
|
—
|
|
|
(78
|
)
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expiration of statutes
|
—
|
|
|
—
|
|
|
(80
|
)
|
|||
Balance as of end of year
|
$
|
21
|
|
|
$
|
3
|
|
|
$
|
81
|
|
•
|
Repurchased all of the shares of CIE common stock held by Rock Gaming Interactive LLC, and its other minority investors (collectively, the "Minority Investors") in exchange for the right to receive cash payments representing the fair market value of the shares of CIE common stock at Closing.
|
•
|
Accelerated the vesting of all of the outstanding options, restricted stock units and warrants of CIE (collectively, "CIE equity awards") and canceled all such CIE equity awards in exchange for the right to receive cash payments equal to the intrinsic value of such awards.
|
Effect on Statements of Operations of Discontinued Operations
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
|
|
|
|
|
||||||
SMG Business
|
$
|
678
|
|
|
$
|
725
|
|
|
$
|
549
|
|
Showboat Atlantic City
|
—
|
|
|
—
|
|
|
115
|
|
|||
Harrah’s Tunica
|
—
|
|
|
—
|
|
|
46
|
|
|||
Other
|
—
|
|
|
—
|
|
|
2
|
|
|||
Total net revenues
|
678
|
|
|
725
|
|
|
712
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
SMG Business
(1)
|
748
|
|
|
499
|
|
|
447
|
|
|||
Showboat Atlantic City
|
—
|
|
|
6
|
|
|
174
|
|
|||
Harrah’s Tunica
|
—
|
|
|
—
|
|
|
166
|
|
|||
Other
|
—
|
|
|
1
|
|
|
36
|
|
|||
Total operating expenses
|
748
|
|
|
506
|
|
|
823
|
|
|||
|
|
|
|
|
|
||||||
Gain from discontinued operations
|
|
|
|
|
|
||||||
SMG Business
|
4,180
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Pre-tax income/(loss) from operations
|
|
|
|
|
|
||||||
SMG Business
|
4,110
|
|
|
226
|
|
|
102
|
|
|||
Showboat Atlantic City
|
—
|
|
|
(6
|
)
|
|
(59
|
)
|
|||
Harrah’s Tunica
|
—
|
|
|
—
|
|
|
(120
|
)
|
|||
Other
|
—
|
|
|
(1
|
)
|
|
(34
|
)
|
|||
Total pre-tax income/(loss) from discontinued operations
|
$
|
4,110
|
|
|
$
|
219
|
|
|
$
|
(111
|
)
|
|
|
|
|
|
|
||||||
Income/(loss), net of income taxes
|
|
|
|
|
|
||||||
SMG Business
|
$
|
3,380
|
|
|
$
|
162
|
|
|
$
|
49
|
|
Showboat Atlantic City
|
—
|
|
|
(6
|
)
|
|
(38
|
)
|
|||
Harrah’s Tunica
|
—
|
|
|
—
|
|
|
(120
|
)
|
|||
Other
|
—
|
|
|
(1
|
)
|
|
(34
|
)
|
|||
Total income/(loss) from discontinued operations, net of income taxes
|
$
|
3,380
|
|
|
$
|
155
|
|
|
$
|
(143
|
)
|
|
|
|
|
|
|
||||||
Tangible and intangible asset impairments
|
|
|
|
|
|
||||||
Showboat Atlantic City
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Harrah’s Tunica
|
—
|
|
|
—
|
|
|
68
|
|
|||
Other
|
—
|
|
|
—
|
|
|
17
|
|
|||
Total impairments from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95
|
|
(1)
|
Operating expenses primarily consist of platform fees and property, general, administrative, and other expenses, including stock-based compensation expense directly identifiable with employees of the SMG Business of
$264 million
,
$29 million
, and
$38 million
for the years ended
December 31, 2016
,
2015
, and
2014
, respectively.
|
|
Years ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Transactions with Sponsors and their affiliates
|
|
|
|
|
|
||||||
Reimbursements and expenses
|
$
|
6
|
|
|
$
|
20
|
|
|
$
|
2
|
|
Expenses paid to Sponsors’ portfolio companies
|
2
|
|
|
3
|
|
|
9
|
|
|||
Expenses paid on behalf of CAC
|
315
|
|
|
36
|
|
|
32
|
|
|||
Transactions with CEOC
|
|
|
|
|
|
||||||
Shared services allocated expenses to CEOC
|
368
|
|
|
355
|
|
|
—
|
|
|||
Shared services allocated expenses from CEOC
|
148
|
|
|
117
|
|
|
—
|
|
|||
Management fees incurred
|
45
|
|
|
40
|
|
|
—
|
|
|||
Octavius Tower lease revenue
|
35
|
|
|
34
|
|
|
—
|
|
|||
Other expenses incurred
|
14
|
|
|
12
|
|
|
—
|
|
•
|
XOJet, Inc.
-
provides access to aircraft at contractually agreed upon hourly rates.
|
•
|
SunGard Availability Service LP
-
provides enterprise cloud services and solutions for managed information technology.
|
•
|
Sabre, Inc.
-
provides technology to assist our customers with booking hotel rooms.
|
•
|
Avaya Inc.
-
supplies technology products and services and related software licenses and support.
|
•
|
Norwegian Cruise Line Holdings Ltd.
-
a cruise ship operations company with which we have a marketing agreement pursuant to which, among other things, NCL pays Caesars Entertainment a percentage of its gaming revenue.
|
•
|
Classic Party Rentals
-
provides party rental supplies.
|
•
|
Creative Artists Agency LLC
,
-
we have entered into multiple entertainment agreements in connection with artists’ performances at Caesars’ properties.
|
•
|
Fleet Pride, Inc.
- provides aftermarket heavy-duty truck and trailer parts.
|
•
|
Sutherland Global Services
- technology and analytics enabled business process enterprise that provides end-to-end business process transformation.
|
•
|
Sbarro, LLC,
- pizzeria chain that specializes in New York style pizza by the slice and other Italian-American cuisine.
|
•
|
Protection One
- full service security provider.
|
•
|
ADT Security Services, Inc.
- provides electronic security, fire protection, and other related alarm monitoring services.
|
Condensed Statements of Operations - By Segment
|
|||||||||||||||||||
|
Year Ended December 31, 2016
|
||||||||||||||||||
(In millions)
|
CERP
|
|
CGP
|
|
Other
|
|
Elimination
|
|
CEC
|
||||||||||
Other revenues
|
$
|
325
|
|
|
$
|
217
|
|
|
$
|
4
|
|
|
$
|
(19
|
)
|
|
$
|
527
|
|
Net revenues
|
2,195
|
|
|
1,697
|
|
|
4
|
|
|
(19
|
)
|
|
3,877
|
|
|||||
Depreciation and amortization
|
258
|
|
|
180
|
|
|
1
|
|
|
—
|
|
|
439
|
|
|||||
Income/(loss) from operations
|
389
|
|
|
20
|
|
|
(152
|
)
|
|
—
|
|
|
257
|
|
|||||
Interest expense
|
(396
|
)
|
|
(198
|
)
|
|
(5
|
)
|
|
—
|
|
|
(599
|
)
|
|||||
Deconsolidation and restructuring of CEOC and other
|
—
|
|
|
2
|
|
|
(5,760
|
)
|
|
—
|
|
|
(5,758
|
)
|
|||||
Income tax benefit/(provision) from continuing operations
|
4
|
|
|
1
|
|
|
(32
|
)
|
|
—
|
|
|
(27
|
)
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP
|
|
Other
|
|
Elimination
|
|
CEC
|
||||||||||||
Other revenues
|
$
|
12
|
|
|
$
|
307
|
|
|
$
|
182
|
|
|
$
|
26
|
|
|
$
|
(32
|
)
|
|
$
|
495
|
|
Net revenues
|
164
|
|
|
2,154
|
|
|
1,620
|
|
|
26
|
|
|
(35
|
)
|
|
3,929
|
|
||||||
Depreciation and amortization
|
13
|
|
|
210
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
374
|
|
||||||
Impairment of tangible and other intangible assets
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Income/(loss) from operations
|
9
|
|
|
411
|
|
|
253
|
|
|
(328
|
)
|
|
1
|
|
|
346
|
|
||||||
Interest expense
|
(87
|
)
|
|
(399
|
)
|
|
(195
|
)
|
|
(4
|
)
|
|
2
|
|
|
(683
|
)
|
||||||
Deconsolidation and restructuring of CEOC and other
|
—
|
|
|
—
|
|
|
4
|
|
|
6,113
|
|
|
(2
|
)
|
|
6,115
|
|
||||||
Income tax benefit/(provision) from continuing operations
|
—
|
|
|
(5
|
)
|
|
2
|
|
|
122
|
|
|
—
|
|
|
119
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
(In millions)
|
CEOC
(1)
|
|
CERP
|
|
CGP
|
|
Other
|
|
Elimination
|
|
CEC
|
||||||||||||
Other revenues
|
$
|
337
|
|
|
$
|
316
|
|
|
$
|
175
|
|
|
$
|
101
|
|
|
$
|
(187
|
)
|
|
$
|
742
|
|
Net revenues
|
4,812
|
|
|
2,065
|
|
|
1,319
|
|
|
101
|
|
|
(330
|
)
|
|
7,967
|
|
||||||
Depreciation and amortization
|
341
|
|
|
200
|
|
|
115
|
|
|
3
|
|
|
(1
|
)
|
|
658
|
|
||||||
Impairment of goodwill
|
251
|
|
|
289
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
695
|
|
||||||
Impairment of tangible and other intangible assets
|
308
|
|
|
(12
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
299
|
|
||||||
Income/(loss) from operations
|
(323
|
)
|
|
(32
|
)
|
|
(221
|
)
|
|
14
|
|
|
7
|
|
|
(555
|
)
|
||||||
Interest expense
|
(2,184
|
)
|
|
(389
|
)
|
|
(169
|
)
|
|
(17
|
)
|
|
90
|
|
|
(2,669
|
)
|
||||||
Deconsolidation and restructuring of CEOC and other
|
(100
|
)
|
|
—
|
|
|
132
|
|
|
(30
|
)
|
|
(97
|
)
|
|
(95
|
)
|
||||||
Income tax benefit/(provision) from continuing operations
|
264
|
|
|
28
|
|
|
231
|
|
|
73
|
|
|
—
|
|
|
596
|
|
(1)
|
Includes foreign net revenues of
$337 million
.
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(In millions)
|
CERP
|
|
CGP
|
|
Other
|
|
Elimination
|
|
CEC
|
||||||||||
Net income/(loss) attributable to company
|
$
|
(3
|
)
|
|
$
|
3,953
|
|
|
$
|
(7,519
|
)
|
|
$
|
—
|
|
|
$
|
(3,569
|
)
|
Net income/(loss) attributable to noncontrolling interests
|
—
|
|
|
(28
|
)
|
|
850
|
|
|
—
|
|
|
822
|
|
|||||
Discontinued operations, net of income taxes
|
—
|
|
|
(4,100
|
)
|
|
720
|
|
|
—
|
|
|
(3,380
|
)
|
|||||
Income tax (benefit)/provision
|
(4
|
)
|
|
(1
|
)
|
|
32
|
|
|
—
|
|
|
27
|
|
|||||
Deconsolidation and restructuring of CEOC and other
|
—
|
|
|
(2
|
)
|
|
5,760
|
|
|
—
|
|
|
5,758
|
|
|||||
Interest expense
|
396
|
|
|
198
|
|
|
5
|
|
|
—
|
|
|
599
|
|
|||||
Depreciation and amortization
|
258
|
|
|
180
|
|
|
1
|
|
|
—
|
|
|
439
|
|
|||||
Corporate expense
|
43
|
|
|
29
|
|
|
96
|
|
|
(2
|
)
|
|
166
|
|
|||||
Other operating costs
|
7
|
|
|
21
|
|
|
61
|
|
|
—
|
|
|
89
|
|
|||||
CIE stock-based compensation
|
—
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|||||
Property EBITDA
|
$
|
697
|
|
|
$
|
439
|
|
|
$
|
6
|
|
|
$
|
(2
|
)
|
|
$
|
1,140
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP
|
|
Other
|
|
Elimination
|
|
CEC
|
||||||||||||
Net income/(loss) attributable to company
|
$
|
(85
|
)
|
|
$
|
7
|
|
|
$
|
220
|
|
|
$
|
5,777
|
|
|
$
|
1
|
|
|
$
|
5,920
|
|
Net income/(loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
6
|
|
|
126
|
|
|
—
|
|
|
132
|
|
||||||
Discontinued operations, net of income taxes
|
7
|
|
|
—
|
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
||||||
Income tax (benefit)/provision
|
—
|
|
|
5
|
|
|
(2
|
)
|
|
(122
|
)
|
|
—
|
|
|
(119
|
)
|
||||||
Deconsolidation and restructuring of CEOC and other
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(6,113
|
)
|
|
2
|
|
|
(6,115
|
)
|
||||||
Interest expense
|
87
|
|
|
399
|
|
|
195
|
|
|
4
|
|
|
(2
|
)
|
|
683
|
|
||||||
Depreciation and amortization
|
13
|
|
|
210
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
374
|
|
||||||
Impairment of tangible and other intangible assets
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Corporate expense
|
5
|
|
|
47
|
|
|
39
|
|
|
95
|
|
|
(12
|
)
|
|
174
|
|
||||||
Other operating costs
|
4
|
|
|
4
|
|
|
(105
|
)
|
|
249
|
|
|
—
|
|
|
152
|
|
||||||
CIE stock-based compensation
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Property EBITDA
|
$
|
31
|
|
|
$
|
672
|
|
|
$
|
370
|
|
|
$
|
16
|
|
|
$
|
(11
|
)
|
|
$
|
1,078
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
(In millions)
|
CEOC
|
|
CERP
|
|
CGP
|
|
Other
|
|
Elimination
|
|
CEC
|
||||||||||||
Net income/(loss) attributable to company
|
$
|
(2,524
|
)
|
|
$
|
(393
|
)
|
|
$
|
39
|
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
(2,783
|
)
|
Net income/(loss) attributable to noncontrolling interests
|
8
|
|
|
—
|
|
|
(33
|
)
|
|
(58
|
)
|
|
—
|
|
|
(83
|
)
|
||||||
Discontinued operations, net of income taxes
|
173
|
|
|
—
|
|
|
(33
|
)
|
|
3
|
|
|
—
|
|
|
143
|
|
||||||
Income tax (benefit)/provision
|
(264
|
)
|
|
(28
|
)
|
|
(231
|
)
|
|
(73
|
)
|
|
—
|
|
|
(596
|
)
|
||||||
Deconsolidation and restructuring of CEOC and other
|
100
|
|
|
—
|
|
|
(132
|
)
|
|
30
|
|
|
97
|
|
|
95
|
|
||||||
Interest expense
|
2,184
|
|
|
389
|
|
|
169
|
|
|
17
|
|
|
(90
|
)
|
|
2,669
|
|
||||||
Depreciation and amortization
|
341
|
|
|
200
|
|
|
115
|
|
|
3
|
|
|
(1
|
)
|
|
658
|
|
||||||
Impairment of goodwill
|
251
|
|
|
289
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
695
|
|
||||||
Impairment of tangible and other intangible assets
|
308
|
|
|
(12
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
299
|
|
||||||
Corporate expense
|
139
|
|
|
60
|
|
|
23
|
|
|
13
|
|
|
(3
|
)
|
|
232
|
|
||||||
Other operating costs
|
106
|
|
|
15
|
|
|
111
|
|
|
(24
|
)
|
|
(5
|
)
|
|
203
|
|
||||||
CIE stock-based compensation
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||||
Property EBITDA
|
$
|
822
|
|
|
$
|
520
|
|
|
$
|
235
|
|
|
$
|
6
|
|
|
$
|
(2
|
)
|
|
$
|
1,581
|
|
Condensed Balance Sheets - By Segment
|
|||||||||||||||||||
|
As of December 31, 2016
|
||||||||||||||||||
(In millions)
|
CERP
|
|
CGP
|
|
Other
|
|
Elimination
|
|
CEC
|
||||||||||
Total assets
|
$
|
6,941
|
|
|
$
|
7,353
|
|
|
$
|
1,246
|
|
|
$
|
(646
|
)
|
|
$
|
14,894
|
|
Total liabilities
|
5,903
|
|
|
2,709
|
|
|
7,758
|
|
|
(58
|
)
|
|
16,312
|
|
|
As of December 31, 2015
|
||||||||||||||||||
(In millions)
|
CERP
|
|
CGP
|
|
Other
|
|
Elimination
|
|
CEC
|
||||||||||
Total assets
|
$
|
7,028
|
|
|
$
|
4,518
|
|
|
$
|
1,409
|
|
|
$
|
(749
|
)
|
|
$
|
12,206
|
|
Total liabilities
|
6,073
|
|
|
2,798
|
|
|
$
|
1,157
|
|
|
(55
|
)
|
|
9,973
|
|
(In millions, except per share amounts)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Total
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
950
|
|
|
$
|
992
|
|
|
$
|
986
|
|
|
$
|
949
|
|
|
$
|
3,877
|
|
Income/(loss) from operations
|
88
|
|
|
111
|
|
|
(44
|
)
|
|
102
|
|
|
257
|
|
|||||
Net income/(loss)
|
(274
|
)
|
|
(2,043
|
)
|
|
5
|
|
|
(435
|
)
|
|
(2,747
|
)
|
|||||
Net loss attributable to Caesars
|
(308
|
)
|
|
(2,077
|
)
|
|
(643
|
)
|
|
(541
|
)
|
|
(3,569
|
)
|
|||||
Basic loss per share
|
(2.12
|
)
|
|
(14.25
|
)
|
|
(4.38
|
)
|
|
(3.68
|
)
|
|
(24.41
|
)
|
|||||
Diluted loss per share
|
(2.12
|
)
|
|
(14.25
|
)
|
|
(4.38
|
)
|
|
(3.68
|
)
|
|
(24.41
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
1,085
|
|
|
$
|
966
|
|
|
$
|
957
|
|
|
$
|
921
|
|
|
$
|
3,929
|
|
Income from operations
|
93
|
|
|
128
|
|
|
84
|
|
|
41
|
|
|
346
|
|
|||||
Net income/(loss)
|
6,797
|
|
|
50
|
|
|
(756
|
)
|
|
(39
|
)
|
|
6,052
|
|
|||||
Net income/(loss) attributable to Caesars
|
6,772
|
|
|
15
|
|
|
(791
|
)
|
|
(76
|
)
|
|
5,920
|
|
|||||
Basic earnings/(loss) per share
|
46.81
|
|
|
0.10
|
|
|
(5.44
|
)
|
|
(0.54
|
)
|
|
40.88
|
|
|||||
Diluted earnings/(loss) per share
|
46.12
|
|
|
0.10
|
|
|
(5.44
|
)
|
|
(0.54
|
)
|
|
40.26
|
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
ITEM 9A.
|
Controls and Procedures
|
a.
|
Disclosure Controls and Procedures
|
b.
|
Management’s Report on Internal Control Over Financial Reporting
|
c.
|
Changes in Internal Control over Financial Reporting
|
ITEM 9B.
|
Other Information
|
ITEM 10.
|
Directors, Executive Officers, and Corporate Governance.
|
ITEM 11.
|
Executive Compensation.
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
ITEM 14.
|
Principal Accountant Fees and Services.
|
ITEM 15.
|
Exhibits, Financial Statement Schedules.
|
(a) 1.
|
Financial statements of the Company (including related notes to consolidated financial statements) filed as part of this report are listed below (see Item 8):
|
2.
|
Financial statement schedules of the Company as follows:
|
3.
|
Exhibits
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1
|
|
Transaction Agreement, dated March 1, 2014, by and among the Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., Caesars License Company, LLC, Harrah’s New Orleans Management Company, Corner Investment Company, LLC, 3535 LV Corp., Parball Corporation, JCC Holding Company II, LLC, Caesars Acquisition Company and Caesars Growth Partners, LLC.
|
|
—
|
|
8-K
|
|
—
|
|
2.1
|
|
3/3/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
First Amendment to the Transaction Agreement, dated May 5, 2014, by and among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., Caesars License Company, LLC, Harrah’s New Orleans Management Company, Corner Investment Company, LLC, 3535 LV Corp., Parball Corporation, JCC Holding Company II, LLC, Caesars Acquisition Company, Caesars Growth Partners, LLC
|
|
—
|
|
8-K
|
|
—
|
|
2.1
|
|
5/6/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.3
|
|
Omnibus License and Enterprise Services Agreement, dated as of May 20, 2014, by and among Caesars Enterprise Services, LLC, Caesars Entertainment Operating Company, Inc., Caesars Entertainment Resort Properties LLC and Caesars Growth Properties Holdings, LLC.
|
|
—
|
|
8-K
|
|
—
|
|
2.1
|
|
5/21/2014
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.4
|
|
Agreement and Plan of Merger, dated as of December 21, 2014, between Caesars Acquisition Company and Caesars Entertainment Corporation.*
|
|
—
|
|
8-K
|
|
—
|
|
2.1
|
|
12/22/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.5
|
|
Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2016, between Caesars Acquisition Company and Caesars Entertainment Corporation.
|
|
—
|
|
8-K
|
|
—
|
|
2.1
|
|
7/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of Caesars Entertainment Corporation, dated February 8, 2012.
|
|
—
|
|
10-K
|
|
12/31/2011
|
|
3.7
|
|
3/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Amended Bylaws of Caesars Entertainment Corporation, as amended, dated February 8, 2012.
|
|
—
|
|
10-K
|
|
12/31/2011
|
|
3.8
|
|
3/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Indenture, dated as of October 11, 2013, among the CERP Entities, the Subsidiary Guarantors and U.S. Bank National Association, as trustee, relating to the 8% First-Priority Senior Secured Notes due 2020.
|
|
—
|
|
8-K
|
|
—
|
|
4.1
|
|
10/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Second Supplemental Indenture, dated as of October 15, 2014, among the CERP Entities and U.S. Bank National Association, as trustee, relating to the 8% First-Priority Senior Secured Notes due 2020.
|
|
—
|
|
***S-4
|
|
—
|
|
4.2
|
|
10/16/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Indenture, dated as of October 11, 2013, among the CERP Entities, the Subsidiary Guarantors and U.S. Bank National Association, as trustee, relating to the 11% Second-Priority Senior Secured Notes due 2021.
|
|
—
|
|
8-K
|
|
—
|
|
4.2
|
|
10/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
Registration Rights Agreement, dated as of October 11, 2013, by and among the CERP Entities, the Subsidiary Guarantors and Citigroup Global Markets Inc., as representative of the initial purchasers.
|
|
—
|
|
8-K
|
|
—
|
|
4.3
|
|
10/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
Second Supplemental Indenture, dated as of October 15, 2014, among the CERP Entities and U.S. Bank National Association, as trustee, relating to the 11% Second-Priority Senior Secured Notes due 2021.
|
|
—
|
|
***S-4
|
|
—
|
|
4.4
|
|
10/16/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Amendment Agreement, dated as of July 25, 2014, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the Lenders party thereto, Bank of America, N.A., as Former Administrative Agent, and Credit Suisse AG, Cayman Islands Branch, as New Administrative Agent.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Reaffirmation Agreement, dated as of July 25, 2014, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc. each Subsidiary Loan Party party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent under the Third Amended and Restated Credit Agreement dated as of July 25, 2014, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders party thereto from time to time and the other parties party thereto.
|
|
—
|
|
**10-Q
|
|
6/30/2014
|
|
10.41
|
|
8/14/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Amended and Restated Collateral Agreement dated and effective as of January 28, 2008 (as amended and restated on June 10, 2009), among Harrah’s Operating Company, Inc., each Subsidiary Party that is party thereto and Bank of America, N.A., as Collateral Agent.
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
6/15/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
Other First Lien Secured Party Consent to the Collateral Agreement, dated as of October 5, 2012, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
10/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
Amended and Restated Guaranty and Pledge Agreement dated and effective as of January 28, 2008 (as amended and restated on June 10, 2009), made by Harrah’s Entertainment, Inc. (as successor to Hamlet Merger Inc.) in favor of Bank of America, N.A., as Administrative Agent and Collateral Agent.
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
6/15/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of October 5, 2012, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
10/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Other First Lien Secured Party Consent to the Collateral Agreement, dated as of February 20, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
2/20/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Other First Lien Secured Party Consent to the Collateral Agreement, dated as of March 27, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
3/28/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of February 20, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
2/20/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of March 27, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.
|
|
—
|
|
8-K
|
|
—
|
|
10.5
|
|
3/28/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Guaranty and Pledge Agreement, dated as of July 25, 2014, made by Caesars Entertainment Corporation in favor of Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
7/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Amendment to Guaranty and Pledge Agreement, dated as of August 21, 2015, among Caesars Entertainment Corporation, Credit Suisse AG, Cayman Islands Branch and the Requisite Lenders party thereto.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
8/24/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Intercreditor Agreement, dated as of January 28, 2008 by and among Bank of America, N.A. as administrative agent and collateral agent under the Credit Agreement, Citibank, N.A. as administrative agent under the Bridge-Loan Agreement and U.S. Bank National Association as Trustee under the Indenture.
|
|
—
|
|
10-K
|
|
12/31/2008
|
|
10.3
|
|
3/17/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Intercreditor Agreement, dated as of December 24, 2008 among Bank of America, N.A. as Credit Agreement Agent, each Other First Priority Lien Obligations Agent from time to time, U.S. Bank National Association as Trustee and each collateral agent for any Future Second Lien Indebtedness from time to time.
|
|
—
|
|
10-K
|
|
12/31/2008
|
|
10.4
|
|
3/17/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
Joinder and Supplement to the Intercreditor Agreement, dated as of April 15, 2009 (to the Agreement dated December 24, 2008) by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as Trustee under the Intercreditor Agreement, Bank of America, N.A., as Credit Agreement Agent under the Intercreditor Agreement, and any other First Lien Agent and Second Priority Agent from time to time party to the Intercreditor Agreement.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
4/20/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
First Lien Intercreditor Agreement, dated as of June 10, 2009 (to the Agreement dated December 24, 2008), by and among Bank of America, N.A., as collateral agent for the First Lien Secured Parties and as Authorized Representative for the Credit Agreement Secured Parties, U.S. Bank National Association, as Authorized Representative for the Initial Other First Lien Secured Parties, and each additional Authorized Representative from time to time party to the First Lien Intercreditor Agreement.
|
|
—
|
|
8-K/A
|
|
—
|
|
10.1
|
|
6/11/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
Joinder and Supplement to Intercreditor Agreement, dated June 10, 2009 (to the Agreement dated December 24, 2008) by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as Trustee under the Intercreditor Agreement, Bank of America, N.A., as Credit Agreement Agent under the Intercreditor Agreement, U.S. Bank National Association as a Second Priority Agent under the Intercreditor Agreement and any other First Lien Agent and Second Priority Agent from time to time party to the Intercreditor Agreement. (Exhibit A thereto incorporated by reference to exhibit 10.4 to the Registrant's Annual Report on Form 10-K filed March 17, 2009).
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
6/15/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
Joinder and Supplement to the Intercreditor Agreement, dated as of September 11, 2009 by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as Trustee under the Intercreditor Agreement, Bank of America, N.A., as Credit Agreement Agent under the Intercreditor Agreement, and any other First Lien Agent and Second Priority Agent from time to time party to the Intercreditor Agreement related to the 11.25% Senior Secured Notes due 2017.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
9/17/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Joinder and Supplement to the Intercreditor Agreement, dated as of March 1, 2012, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent, relating to the 8.5% Senior Secured Notes due 2020.
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
3/2/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
Joinder and Supplement to the Intercreditor Agreement, dated as of October 5, 2012, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as
other first priority lien obligations agent. |
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
10/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
Joinder and Supplement to the Intercreditor Agreement, dated as of February 20, 2013 (the Intercreditor Agreement dated December 24, 2008) , by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority. lien obligations agent.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
2/20/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
Other First Lien Secured Party Consent to the Collateral Agreement, dated as of March 1, 2012, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
3/2/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of March 1, 2012, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.
|
|
—
|
|
8-K
|
|
—
|
|
10.5
|
|
3/2/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Other First Lien Secured Party Consent, dated as of September 11, 2009, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Amended and Restated Collateral Agreement dated and effective as of January 28, 2008 (as amended and restated on June 10, 2009).
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
9/17/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
Other First Lien Secured Party Consent, dated as of September 11, 2009, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Amended and Restated Guaranty and Pledge Agreement dated and effective as of January 28, 2008 (as amended and restated on June 10, 2009).
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
9/17/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26†
|
|
Trust Agreement dated June 20, 2001 by and between Harrah’s Entertainment, Inc. and Wells Fargo Bank Minnesota, N.A.
|
|
—
|
|
10-Q
|
|
9/30/2001
|
|
10.4
|
|
11/9/2001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27†
|
|
Escrow Agreement, dated February 6, 1990, by and between The Promus Companies Incorporated, certain subsidiaries thereof, and Sovran Bank, as escrow agent.
|
|
—
|
|
10-K
|
|
12/29/1989
|
|
Unknown
|
|
3/28/1990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28†
|
|
Amendment to Escrow Agreement dated as of October 29, 1993 (to the Agreement dated February 6, 1990) among The Promus Companies Incorporated, certain subsidiaries thereof, and NationsBank, formerly Sovran Bank.
|
|
—
|
|
10-K
|
|
12/31/1993
|
|
10.66
|
|
3/28/1994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.29†
|
|
Amendment, dated as of June 7, 1995 (the Agreement dated February 6, 1990 and amended on October 29, 1993), to Escrow Agreement among The Promus Companies Incorporated, certain subsidiaries thereof and NationsBank.
|
|
—
|
|
8-K
|
|
—
|
|
10.12
|
|
6/15/1995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.30†
|
|
Amendment, dated as of July 18, 1996, to Escrow Agreement between Harrah’s Entertainment, Inc. and NationsBank.
|
|
—
|
|
10-Q
|
|
9/30/1996
|
|
10.1
|
|
11/12/1996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.31†
|
|
Amendment, dated as of October 30, 1997, to Escrow Agreement between Harrah’s Entertainment, Inc., Harrah’s Operating Company, Inc. and NationsBank.
|
|
—
|
|
10-K
|
|
12/31/1997
|
|
10.82
|
|
3/10/1998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.32†
|
|
Amendment to Escrow Agreement, dated April 26, 2000, between Harrah’s Entertainment, Inc. and Wells Fargo Bank Minnesota, N.A., Successor to Bank of America, N.A.
|
|
—
|
|
10-Q
|
|
9/30/2000
|
|
10.8
|
|
11/13/2000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.33†
|
|
Letter Agreement with Wells Fargo Bank Minnesota, N.A., dated August 31, 2000, concerning appointment as Escrow Agent under Escrow Agreement for deferred compensation plans.
|
|
—
|
|
10-Q
|
|
9/30/2000
|
|
10.7
|
|
11/13/2000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.34†
|
|
Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan, effective August 3, 2007.
|
|
—
|
|
10-Q
|
|
6/30/2007
|
|
10.69
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.35†
|
|
Amendment and Restatement of Harrah’s Entertainment, Inc. Deferred Compensation Plan, effective as of August 3, 2007.
|
|
—
|
|
10-Q
|
|
6/30/2007
|
|
10.70
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.36†
|
|
Amendment and Restatement of Park Place Entertainment Corporation Executive Deferred Compensation Plan, effective as of August 3, 2007.
|
|
—
|
|
10-Q
|
|
6/30/2007
|
|
10.71
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.37†
|
|
Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan, effective as of August 3, 2007.
|
|
—
|
|
10-Q
|
|
6/30/2007
|
|
10.72
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.38†
|
|
Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, effective as of August 3, 2007.
|
|
—
|
|
10-Q
|
|
6/30/2007
|
|
10.73
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.39†
|
|
First Amendment to the Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, effective as of February 9, 2009.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
2/13/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.40†
|
|
Second Amendment to the Amendment and Restatement of the Caesars Entertainment Corporation Executive Supplemental Savings Plan II (fka Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II), effective as of November 5, 2014.
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.48
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.41†
|
|
Harrah’s Entertainment, Inc. Amended and Restated Executive Deferred Compensation Trust Agreement dated January 11, 2006 by and between Harrah’s Entertainment, Inc. and Wells Fargo Bank, N.A.
|
|
—
|
|
10-K
|
|
12/31/2007
|
|
10.41
|
|
2/29/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.42†
|
|
Amendment to the Harrah’s Entertainment, Inc. Amended and Restated Executive Deferred Compensation Trust Agreement effective January 28, 2008 by and between Harrah’s Entertainment, Inc. and Wells Fargo Bank, N.A.
|
|
—
|
|
10-K
|
|
12/31/2007
|
|
10.42
|
|
2/29/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.43
|
|
Equity Interest Purchase Agreement with Exhibits A-F with Penn National Gaming, Inc., Caesars Entertainment Operating Company, Inc., Harrah’s Maryland Heights Operating Company, Players Maryland Heights Nevada, LLC and Harrah’s Maryland Heights, LLC, dated May 7, 2012.
|
|
—
|
|
10-Q
|
|
6/30/2012
|
|
10.102
|
|
8/8/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.44
|
|
Share Purchase Agreement between Caesars Entertainment Operating Company, Inc., and Pearl Dynasty Investments Limited dated August 6, 2013.
|
|
—
|
|
10-Q
|
|
6/30/2013
|
|
10.73
|
|
8/9/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.45
|
|
Services Agreement, dated as of January 28, 2008, by and among Harrah’s Entertainment, Inc., Apollo Management VI, L.P., Apollo Alternative Assets, L.P. and TPG Capital, L.P.
|
|
—
|
|
8-K/A
|
|
—
|
|
10.15
|
|
2/7/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.46
|
|
Stockholders’ Agreement, dated as of January 28, 2008, by and among Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC, Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC, Hamlet Holdings LLC and Harrah’s Entertainment, Inc., and, solely with respect to Sections 3.01 and 6.07, Apollo Investment Fund VI, L.P. and TPG V Hamlet AIV, L.P.
|
|
—
|
|
8-K/A
|
|
—
|
|
10.14
|
|
2/7/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.47
|
|
Form of First Amendment to the Stockholders’ Agreement by and among Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC, Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC, Hamlet Holdings LLC and Caesars Entertainment Corporation.
|
|
—
|
|
S-1/A
|
|
—
|
|
10.91
|
|
2/2/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.48
|
|
Form of Release and Contribution Agreement, dated as of January 25, 2012, by and among Caesars Entertainment Corporation, Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC and the Participating Co-Investors listed on Schedule I.
|
|
—
|
|
S-1/A
|
|
—
|
|
10.90
|
|
2/2/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.49
|
|
Form of Acknowledgment to the Services Agreement among Caesars Entertainment Corporation, Apollo Management VI, L.P., Apollo Alternative Assets, L.P. and TPG Capital, L.P.
|
|
—
|
|
S-1/A
|
|
—
|
|
10.92
|
|
2/2/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.50
|
|
Irrevocable Proxy of Hamlet Holdings LLC, dated November 22, 2010.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
11/24/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.51†
|
|
Amended and Restated Management Investors Rights Agreement, dated November 22, 2010.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
11/24/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.52†
|
|
Consent and Acknowledgment, dated May 6, 2013, to the Amended and Restated Management Investors Rights Agreement.
|
|
—
|
|
10-Q
|
|
3/31/2013
|
|
10.74
|
|
5/9/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.53
|
|
Amended and Restated Credit Agreement, Dated as of November 14, 2012, among Caesars Entertainment Operating Company, Inc., as Borrower, and Caesars Entertainment Corporation, as Lender.
|
|
—
|
|
10-K/A
|
|
12/31/2012
|
|
10.72
|
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.54
|
|
First Lien Credit Agreement, dated as of October 11, 2013, by and among the CERP Entities, Citicorp North America Inc., as administrative agent and the lenders party thereto.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
10/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.55
|
|
First Lien Intercreditor Agreement, dated as of October 11, 2013, by and among the First Lien Collateral Agent, Citicorp North America, Inc., as authorized representative under the credit agreement and U.S. Bank National Association, as the initial other authorized representative.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
10/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.56
|
|
Second Lien Intercreditor Agreement, dated as of October 11, 2013, by and among Citicorp North America, Inc., as credit agreement agent, U.S. Bank National Association, as other first priority lien obligations agent and U.S. Bank National Association, as second priority agent.
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
10/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.57
|
|
Collateral Agreement (First Lien), dated as of October 11, 2013, by and among the CERP Entities, the Subsidiary Guarantors, and Citicorp North America, Inc., as collateral agent.
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
10/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.58
|
|
Collateral Agreement (Second Lien), dated as of October 11, 2013, by and among the CERP Entities, the Subsidiary Guarantors, and U.S. Bank National Association, as collateral agent.
|
|
—
|
|
8-K
|
|
—
|
|
10.5
|
|
10/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.59
|
|
Transaction Agreement, dated as of October 21, 2013, among Caesars Acquisition Company, Caesars Growth Partners, LLC, Caesars Entertainment Corporation, HIE Holdings, Inc., Harrah’s BC, Inc., PHW Las Vegas, LLC, PHW Manager, LLC, Caesars Baltimore Acquisition Company, LLC and Caesars Baltimore Management Company, LLC.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
10/22/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.60
|
|
Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, dated as of October 21, 2013.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
10/22/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.61
|
|
Management Services Agreement, dated as of October 21, 2013, among Caesars Acquisition Company, Caesars Growth Partners, LLC and Caesars Entertainment Operating Company, Inc.
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
10/22/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.62
|
|
Registration Rights Agreement, dated as of October 21, 2013, among Caesars Acquisition Company, Caesars Growth Partners, LLC and certain subsidiaries of Caesars Entertainment Corporation.
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
10/22/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.63
|
|
Registration Rights Agreement, dated as of October 21, 2013, between Caesars Entertainment Corporation and Caesars Acquisition Company.
|
|
—
|
|
8-K
|
|
—
|
|
10.5
|
|
10/22/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.64
|
|
Omnibus Voting Agreement, dated as of October 21, 2013, among Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC, Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC, Hamlet Holdings LLC, Caesars Entertainment Corporation and Caesars Acquisition Company.
|
|
—
|
|
8-K
|
|
—
|
|
10.6
|
|
10/22/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.65
|
|
Voting Agreement, dated as of July 9, 2016, among Caesars Entertainment Corporation, Hamlet Holdings LLC and the Holders party thereto.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.66
|
|
Amendment Agreement, dated as of July 25, 2014, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the Lenders party thereto, Bank of America, N.A., as Former Administrative Agent, and Credit Suisse AG, Cayman Islands Branch, as New Administrative Agent.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.67
|
|
Guaranty and Pledge Agreement, dated as of July 25, 2014, made by Caesars Entertainment Corporation in favor of Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
7/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.68
|
|
Note Purchase and Support Agreement, dated as of August 12, 2014, among Caesars Entertainment Operating Company, Inc., Caesars Entertainment Corporation, and certain holders of CEOC’s 6.50% Senior Notes due 2016 and/or 5.75% Senior Notes due 2017.
|
|
—
|
|
10-Q**
|
|
6/30/2014
|
|
10.42
|
|
8/14/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.69
|
|
Waiver Agreement dated as of August 12, 2014 by Caesars Entertainment Operating Company, Inc. and Caesars Entertainment Corporation for the exclusive benefit of UMB Bank, National Association, as successor trustee and any successor trustee under each of the Indentures referenced therein, and the registered and beneficial holders from time to time of the senior secured notes referenced therein.
|
|
—
|
|
8-K**
|
|
—
|
|
10.1
|
|
8/14/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.70
|
|
Amended and Restated Limited Liability Company Agreement of Caesars Enterprise Services, LLC, dated May 20, 2014.
|
|
—
|
|
8-K
|
|
—
|
|
99.1
|
|
5/21/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.71
|
|
Amended and Restated Waiver Agreement dated as of August 12, 2014 by Caesars Entertainment Operating Company, Inc. and Caesars Entertainment Corporation for the exclusive benefit of UMB Bank, National Association, as successor trustee and any successor trustee under each of the Indentures referenced therein, and the registered and beneficial holders from time to time of the senior secured notes referenced therein.
|
|
—
|
|
8-K**
|
|
—
|
|
10.1
|
|
9/19/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.72
|
|
Summary Term Sheet for Proposed Restructuring, dated January 6, 2015, to Amended and Restated Restructuring Support and Forbearance Agreement, dated as of December 31, 2014, 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
|
|
1/6/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.73
|
|
Amendment, dated as of June 3, 2014, to the Amended and Restated Credit Agreement, dated as of November 14, 2012, among Caesars Entertainment Operating Company, Inc., as Borrower, and Caesars Entertainment Corporation, as Lender.
|
|
—
|
|
10-Q
|
|
9/30/2014
|
|
—
|
|
11/14/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.74
|
|
Fifth Amended and Restated Restructuring Support and Forbearance Agreement, dated as of October 7, 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
|
|
10/8/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.75
|
|
Sixth Amended and Restated Restructuring Support and Forbearance Agreement, dated as of October 4, 2016, among Caesars Entertainment Operating Company, Inc., on behalf of itself and the subsidiary loan parties party thereto, Caesars Entertainment Corporation and each of the holders of First Lien Bond Claims party thereto.
|
|
—
|
|
8-K/A
|
|
—
|
|
10.2
|
|
10/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.76
|
|
Sixth Amended and Restated Restructuring Support and Forbearance Agreement, dated as of October 4, 2016, among Caesars Entertainment Operating Company, Inc., on behalf of itself and the subsidiary loan parties party thereto, Caesars Entertainment Corporation and each of the holders of First Lien Bond Claims party thereto (conformed to reflect additional agreements among the parties as of November 14, 2016).
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
11/15/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.77
|
|
Restructuring Support and Forbearance Agreement, dated as of August 21, 2015, among Caesars Entertainment Operating Company, Inc., on behalf of itself and the subsidiary loan parties party thereto, Caesars Entertainment Corporation and each of the holders of First Lien Bank Claims party thereto.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
8/24/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.78
|
|
Second Amended Restructuring Support and Forbearance Agreement, dated as of October 4, 2016, among Caesars Entertainment Operating Company, Inc., on behalf of itself and the subsidiary loan parties party thereto, Caesars Entertainment Corporation and each of the holders of First Lien Bank Claims party thereto.
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
10/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.79
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.80
|
|
Restructuring Support and Forbearance Agreement, dated as of June 6, 2016, 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 SGN Claims party thereto.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
6/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.81
|
|
Restructuring Support, Settlement and Contribution Agreement, dated as of June 7, 2016, among Caesars Entertainment Operating Company, Inc., on behalf of itself, each of the debtors in the Chapter 11 Cases and its other direct and indirect subsidiaries and Caesars Entertainment Corporation.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
6/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.82
|
|
First Amended Restructuring Support and Forbearance Agreement, dated as of June 20, 2016, among Caesars Entertainment Operating Company, Inc., on behalf of itself and the subsidiary loan parties party thereto, Caesars Entertainment Corporation and each of the holders of First Lien Bank Claims party thereto.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
6/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.83
|
|
Restructuring Support and Settlement Agreement, dated as of June 22, 2016, among Caesars Entertainment Operating Company, Inc., on behalf of itself and each of the debtors in the Chapter 11 Cases, Caesars Entertainment Corporation and the statutory unsecured claimholders’ committee in the Chapter 11 Cases.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.84
|
|
First Amended and Restated Restructuring Support, Settlement and Contribution Agreement, dated as of July 9, 2016, between Caesars Entertainment Corporation and Caesars Entertainment Operating Company, Inc.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
7/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.85
|
|
Restructuring Support and Forbearance Agreement, dated as of July 31, 2016, 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
|
|
8/1/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.86
|
|
Amendment No. 1 to First Amended and Restated Restructuring Support and Forbearance Agreement, dated as of October 4, 2016, 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 SGN Claims party thereto.
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
10/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.87
|
|
Restructuring Support, Forbearance and Settlement Agreement, dated as of October 4, 2016, among Caesars Entertainment Operating Company, Inc., on behalf of itself and each of the debtors in the Chapter 11 Cases, Caesars Entertainment Corporation, Caesars Acquisition Company (solely for Sections 2(b)(vii), 5(g) and 30), each of the holders of Second Lien Bond Claims party thereto and the Second Lien Committee.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
10/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.88
|
|
Consent to CIE Sale Transaction, dated as of July 30, 2016, by and between Caesars Acquisition Company and Caesars Entertainment Corporation.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
8/1/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.89
|
|
CIE Proceeds and Reservation of Rights Agreement, dated as of September 9, 2016 entered into by and among Caesars Interactive Entertainment, Inc., Caesars Acquisition Company, on behalf of itself and each of its direct and indirect subsidiaries, Caesars Entertainment Corporation, on behalf of itself and each of its direct and indirect subsidiaries, other than Caesars Entertainment Operating Company, Inc., and Caesars Entertainment Operating Company, Inc. on behalf of itself and each of the debtors in the Chapter 11 Cases.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
9/12/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.90
|
|
Amendment No. 1 to CIE Proceeds and Reservation of Rights Agreement, dated as of October 7, 2016, by and among Caesars Interactive Entertainment, LLC (formerly known as Caesars Interactive Entertainment, Inc.), Caesars Acquisition Company, on behalf of itself and each of its direct and indirect subsidiaries, Caesars Entertainment Corporation, on behalf of itself and each of its direct and indirect subsidiaries, other than Caesars Entertainment Operating Company, Inc., and Caesars Entertainment Operating Company, Inc. on behalf of itself and each of the debtors in the Chapter 11 Cases.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
10/7/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.91
|
|
First Amendment to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, dated as of October 21, 2013, dated as of September 23, 2016, entered into by and among Caesars Acquisition Company, in its capacity as Caesars Growth Partners, LLC’s managing member and as a member of Caesars Growth Partners, LLC, HIE Holdings, Inc., Harrah’s BC, Inc. and Caesars Entertainment Corporation.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
9/26/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.92
|
|
Second Amendment to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, dated as of October 21, 2013, dated as of October 7, 2016, entered into by and among Caesars Acquisition Company, in its capacity as Caesars Growth Partners, LLC’s managing member and as a member of Caesars Growth Partners, LLC, HIE Holdings, Inc., Harrah’s BC, Inc. and Caesars Entertainment Corporation.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
10/7/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.93
|
|
Third Amendment to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, dated as of February 13, 2017, entered into by and among Caesars Acquisition Company, in its capacity as Caesars Growth Partners, LLC’s managing member and as a member of Caesars Growth Partners, LLC, HIE Holdings, Inc., Harrah’s BC, Inc. and Caesars Entertainment Corporation.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.94
|
|
Settlement and Forbearance Agreement, dated as of August 15, 2016, among Caesars Entertainment Operating Company, Inc., on behalf of itself and each of the debtors in the Chapter 11 Cases, Caesars Entertainment Corporation and Frederick Barton Danner.
|
|
—
|
|
8-K
|
|
—
|
|
99.1
|
|
8/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.95†
|
|
Caesars Entertainment Corporation Management Equity Incentive Plan, as amended and restated on November 29, 2011.
|
|
—
|
|
S-1/A
|
|
—
|
|
10.78
|
|
12/28/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.96†
|
|
Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
S-1/A
|
|
—
|
|
10.89
|
|
2/2/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.97†
|
|
Amendment No.1 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.98†
|
|
Amendment No. 2 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
5/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.99†
|
|
Amendment No. 3 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
5/20/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.100†
|
|
Amendment No. 4 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
10-Q
|
|
6/30/2016
|
|
10.3
|
|
8/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.101†
|
|
Form of Caesars Entertainment Corporation 2012 Performance Incentive Plan Nonqualified Option Award Agreement.
|
|
—
|
|
SC-TO-I
|
|
—
|
|
(d)(3)
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.102†
|
|
Form of Caesars Entertainment Corporation 2012 Performance Incentive Plan Nonqualified Option Award Agreement (Replacement Options).
|
|
—
|
|
SC-TO-I
|
|
—
|
|
(d)(4)
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.103†
|
|
Form of Caesars Entertainment Corporation 2012 Performance Incentive Plan Nonqualified Option Award Agreement (Replacement Options Granted to Gary W. Loveman).
|
|
—
|
|
SC-TO-I
|
|
—
|
|
(d)(5)
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.104†
|
|
Form of Caesars Entertainment Corporation 2012 Performance Incentive Plan Nonqualified Option Award Agreement.
|
|
—
|
|
SC-TO-I
|
|
—
|
|
(d)(3)
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.105†
|
|
Form of Caesars Entertainment 2012 Performance Incentive Plan Restricted Share Award Agreement.
|
|
—
|
|
10-K/A
|
|
12/31/2012
|
|
10.84
|
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.106†
|
|
Form of Caesars Entertainment Corporation 2012 Performance Incentive Plan Restricted Stock Unit Award Agreement.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/2/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.107†
|
|
Form of Restricted Stock Unit Award Agreement (January 2015 Retention Grants).
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
1/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.108†
|
|
Form of Indemnification Agreement entered into by Caesars Entertainment Corporation and each of its directors and executive officers.
|
|
—
|
|
S-1
|
|
—
|
|
10.75
|
|
11/16/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.109†
|
|
Form of Stock Option Grant Agreement dated April 16, 2012 between Caesars Entertainment Corporation and Gary W. Loveman.
|
|
—
|
|
10-Q
|
|
3/31/2012
|
|
10.96
|
|
5/9/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.110†
|
|
Form of Caesars Entertainment Corporation Management Equity Incentive Plan Stock Option Grant Agreement.
|
|
—
|
|
SC-TO-I
|
|
—
|
|
(d)(7)
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.111†
|
|
Form of Amendment to Caesars Entertainment Corporation Management Equity Incentive Plan Stock Option Grant Agreement.
|
|
—
|
|
SC-TO-I
|
|
—
|
|
(d)(8)
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.112†
|
|
Financial Counseling Plan of Harrah's Entertainment, Inc., as amended January 1996.
|
|
—
|
|
10-K
|
|
12/31/1995
|
|
10.22
|
|
3/6/1996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.113†
|
|
Waiver of Financial Counseling Plan, effective as of April 29, 2013, by and between Gary W. Loveman and Caesars Entertainment Corporation.
|
|
—
|
|
10-Q
|
|
3/31/2013
|
|
10.31
|
|
5/9/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.114†
|
|
2009 Senior Executive Incentive Plan, amended and restated December 7, 2012.
|
|
—
|
|
10-K/A
|
|
12/31/2012
|
|
10.90
|
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.115†
|
|
Caesars Entertainment Corporation Omnibus Incentive Plan, dated November 14, 2012.
|
|
—
|
|
10-K/A
|
|
12/31/2012
|
|
10.91
|
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.116†
|
|
Form of Cash Award Agreement under 2012 Performance Incentive Plan.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
5/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.117†
|
|
Form of Restricted Stock Unit Award Agreement (July 2016 Retention Awards).
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
7/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.118†
|
|
Form of Cash Award Agreement (July 2016 Retention Awards).
|
|
—
|
|
8-K
|
|
—
|
|
10.5
|
|
7/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.119†
|
|
Employment Agreement made as of December 21, 2014, between Caesars Entertainment Corporation, a Delaware corporation, Caesars Enterprise Services, LLC, and, for certain purposes specified herein, only, Caesars Acquisition Company, and Gary W. Loveman.
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.99
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.120†
|
|
Amendment and Restatement, dated December 29, 2014, of that certain award agreement made by and between Caesars Entertainment Corporation, and Gary Loveman, dated September 20, 2012, relating to an award of Options under the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.100
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.121†
|
|
Amendment and Restatement, dated as of December 29, 2014, of that certain award agreement made by and between Caesars Entertainment Corporation, and Gary Loveman, dated April 16, 2012, relating to an award of Options under the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.101
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.122†
|
|
Amendment and Restatement, dated as of December 29, 2014, of that certain award agreement, made by and between Caesars Entertainment Corporation, and Gary Loveman, dated June 28, 2013, relating to an award of Options under the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.102
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.123†
|
|
Amendment and Restatement, dated December 29, 2014, of that certain award agreement made by and between Caesars Entertainment Corporation and Gary Loveman, dated June 28, 2013, relating to an award of Restricted Stock Units under the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.103
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.124†
|
|
Amendment and Restatement, dated December 29, 2014, of that certain award agreement made by and between Caesars Entertainment Corporation and Gary Loveman, dated May 7, 2014, relating to an award of Options under the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.104
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.125†
|
|
Amendment and Restatement, dated December 29, 2014, of that certain award agreement made by and between Caesars Entertainment Corporation, and Gary Loveman, dated May 7, 2014, relating to an award of Restricted Stock Units under the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.105
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.126†
|
|
Letter Agreement, dated February 4, 2015, among Caesars Entertainment Corporation, Caesars Enterprise Services, LLC, Caesars Acquisition Company and Gary Loveman.
|
|
—
|
|
10-Q
|
|
6/30/2015
|
|
10.4
|
|
8/6/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.127†
|
|
Employment Agreement dated February 5, 2015, between Caesars Entertainment Corporation, Caesars Enterprise Services, LLC, and Mark Frissora.
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.106
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.128†
|
|
Amendment No. 1 to Employment Agreement, made as of August 4, 2015, between Caesars Entertainment Corporation, Caesars Enterprise Services, LLC and Mark Frissora.
|
|
—
|
|
10-Q
|
|
6/30/2015
|
|
10.5
|
|
8/6/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.129†
|
|
Amendment No. 2 to Employment Agreement, made as of February 5, 2015, by and among Caesars Entertainment Corporation, Caesars Enterprise Services, LLC, Caesars Acquisition Company and Mark Frissora.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.130†
|
|
Restricted Stock Unit Award Agreement by and between Mark Frissora and Caesars Entertainment Corporation, dated March 23, 2016.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
7/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.131†
|
|
Restricted Stock Unit Award Agreement by and between Mark Frissora and Caesars Acquisition Company, dated June 29, 2016.
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
7/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.132†
|
|
Form of Employment Agreement between Caesars Entertainment Operating Company, Inc., and Thomas M. Jenkin (assigned by Caesars Entertainment Operating Company, Inc. to Caesars Enterprise Services, LLC on October 1, 2014).
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
1/9/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.133†
|
|
Employment Agreement made as of April 2, 2009 by and between Caesars Entertainment Operating Company, Inc. and Timothy R. Donovan (assigned by Caesars Entertainment Operating Company, Inc. to Caesars Enterprise Services, LLC on October 1, 2014).
|
|
—
|
|
10-K/A
|
|
12/31/2012
|
|
10.87
|
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.134†
|
|
Letter Agreement dated August 19, 2015, by and between Timothy Donovan and Caesars Enterprise Services, LLC
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
8/19/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.135†
|
|
Consulting Agreement dated November 10, 2014 between Donald Colvin and Caesars Enterprise Services, LLC.
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
11/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.136†
|
|
Employment Agreement, made as of November 10, 2014, by and between Caesars Enterprise Services, LLC and Eric Hession.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
11/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.137†
|
|
Caesars Acquisition Company Equity-Based Compensation Plan
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
4/16/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.138†
|
|
Form Equity Compensation Grant Agreement under the Caesars Acquisition Company Equity-Based Compensation Plan.
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
4/16/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
Amended and Restated Code of Business Conduct and Ethics, amended February 21, 2013
|
|
—
|
|
10-K/A
|
|
12/31/2013
|
|
14
|
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.1
|
|
Preferability letter regarding changes in accounting principles
|
|
—
|
|
10-K/A
|
|
12/31/2013
|
|
18.1
|
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
List of Subsidiaries
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
Consent of Deloitte & Touche, LLP, independent registered public accounting firm.
|
|
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.
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2‡
|
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1
|
|
Gaming and Regulatory Overview
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2
|
|
Term Sheet for Proposed Restructuring, dated September 26, 2016.
|
|
—
|
|
8-K
|
|
—
|
|
99.1
|
|
9/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
†
|
|
Denotes a management contract or compensatory plan or arrangement.
|
‡
|
|
Furnished herewith.
|
*
|
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request.
|
**
|
|
Filed by Caesars Entertainment Operating Company, Inc.
|
***
|
|
Filed by Caesars Entertainment Resort Properties, LLC.
|
|
As of December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
78
|
|
|
$
|
48
|
|
Restricted cash
|
16
|
|
|
—
|
|
||
Prepayments and other current assets
|
3
|
|
|
7
|
|
||
Intercompany receivables
|
—
|
|
|
18
|
|
||
Total current assets
|
97
|
|
|
73
|
|
||
Restricted cash
|
—
|
|
|
100
|
|
||
Deferred charges and other assets
|
89
|
|
|
94
|
|
||
Investment in subsidiary
|
3,846
|
|
|
1,871
|
|
||
Total assets
|
$
|
4,032
|
|
|
$
|
2,138
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity/(Deficit)
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
33
|
|
|
$
|
4
|
|
Accrued expenses
|
56
|
|
|
35
|
|
||
Intercompany payables
|
20
|
|
|
—
|
|
||
Accrued restructuring and support expenses
|
6,601
|
|
|
905
|
|
||
Total current liabilities
|
6,710
|
|
|
944
|
|
||
Deferred credits and other liabilities
|
50
|
|
|
53
|
|
||
Deferred income taxes
|
449
|
|
|
154
|
|
||
Total liabilities
|
7,209
|
|
|
1,151
|
|
||
Total stockholders’ equity/(deficit)
|
(3,177
|
)
|
|
987
|
|
||
Total liabilities and stockholders’ equity/(deficit)
|
$
|
4,032
|
|
|
$
|
2,138
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
$
|
2
|
|
|
$
|
12
|
|
|
$
|
—
|
|
Operating expenses
|
|
|
|
|
|
||||||
Income on interests in non-consolidated affiliates
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
(Gain)/loss on interests in subsidiaries
|
(2,083
|
)
|
|
(144
|
)
|
|
2,765
|
|
|||
Corporate expense
|
96
|
|
|
95
|
|
|
14
|
|
|||
Other operating costs
|
55
|
|
|
111
|
|
|
10
|
|
|||
Total operating expenses
|
(1,932
|
)
|
|
62
|
|
|
2,788
|
|
|||
Income/(loss) from operations
|
1,934
|
|
|
(50
|
)
|
|
(2,788
|
)
|
|||
Interest expense
|
(5
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
Deconsolidation and restructuring of CEOC and other
|
(5,758
|
)
|
|
6,110
|
|
|
15
|
|
|||
Income/(loss) from operations before income taxes
|
(3,829
|
)
|
|
6,056
|
|
|
(2,776
|
)
|
|||
Income tax benefit/(provision)
|
260
|
|
|
(136
|
)
|
|
(7
|
)
|
|||
Net income/(loss)
|
(3,569
|
)
|
|
5,920
|
|
|
(2,783
|
)
|
|||
Other comprehensive income, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income/(loss)
|
$
|
(3,569
|
)
|
|
$
|
5,920
|
|
|
$
|
(2,783
|
)
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows provided by/(used in) operating activities
|
$
|
(47
|
)
|
|
$
|
(287
|
)
|
|
$
|
152
|
|
Cash flows from investing activities
|
|
|
|
|
|
||||||
Proceeds from long term receivable
|
—
|
|
|
40
|
|
|
—
|
|
|||
Cash flows provided by investing activities
|
—
|
|
|
40
|
|
|
—
|
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Issuance of common stock, net of fees
|
—
|
|
|
—
|
|
|
136
|
|
|||
Proceeds from the issuance of long-term debt
|
—
|
|
|
—
|
|
|
13
|
|
|||
Repayments of long-term debt
|
—
|
|
|
(68
|
)
|
|
—
|
|
|||
Other financing
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Cash flows provided by/(used in) financing activities
|
(7
|
)
|
|
(70
|
)
|
|
149
|
|
|||
Net increase/(decrease) in cash, cash equivalents, and restricted cash
|
(54
|
)
|
|
(317
|
)
|
|
301
|
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
148
|
|
|
465
|
|
|
164
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
94
|
|
|
$
|
148
|
|
|
$
|
465
|
|
1.
|
Background and basis of presentation
|
2.
|
Restricted net assets of subsidiaries
|
3.
|
Commitments, contingencies, and long-term obligations
|
4.
|
Impact of deconsolidation of Caesars Entertainment Operating Company, Inc. (“CEOC”)
|
5.
|
Going concern
|
|
CAESARS ENTERTAINMENT CORPORATION
|
||
|
|
|
|
February 14, 2017
|
By:
|
|
/
S
/
MARK P. FRISSORA
|
|
|
|
Mark P. Frissora
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JEFFREY BENJAMIN
|
|
Director
|
|
February 14, 2017
|
Jeffrey Benjamin
|
|
|
|
|
|
|
|
|
|
/s/ DAVID BONDERMAN
|
|
Director
|
|
February 14, 2017
|
David Bonderman
|
|
|
|
|
|
|
|
|
|
/s/ KELVIN DAVIS
|
|
Director
|
|
February 14, 2017
|
Kelvin Davis
|
|
|
|
|
|
|
|
|
|
/s/ FRED J. KLEISNER
|
|
Director
|
|
February 14, 2017
|
Fred J. Kleisner
|
|
|
|
|
|
|
|
|
|
/s/ GARY W. LOVEMAN
|
|
Director and Chairman of the Board
|
|
February 14, 2017
|
Gary W. Loveman
|
|
|
|
|
|
|
|
|
|
/s/ ERIC PRESS
|
|
Director
|
|
February 14, 2017
|
Eric Press
|
|
|
|
|
|
|
|
|
|
/s/ MARC ROWAN
|
|
Director
|
|
February 14, 2017
|
Marc Rowan
|
|
|
|
|
|
|
|
|
|
/s/ DAVID SAMBUR
|
|
Director
|
|
February 14, 2017
|
David Sambur
|
|
|
|
|
|
|
|
|
|
/s/ CHRISTOPHER J. WILLIAMS
|
|
Director
|
|
February 14, 2017
|
Christopher J. Williams
|
|
|
|
|
|
|
|
|
|
/s/ BERNARD L. ZUROFF
|
|
Director
|
|
February 14, 2017
|
Bernard L. Zuroff
|
|
|
|
|
|
|
|
|
|
/s/ MARK P. FRISSORA
|
|
Director, President, and
|
|
February 14, 2017
|
Mark P. Frissora
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ ERIC HESSION
|
|
Executive Vice President and
|
|
February 14, 2017
|
Eric Hession
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ KEITH A. CAUSEY
|
|
Senior Vice President and
|
|
February 14, 2017
|
Keith A. Causey
|
|
Chief Accounting Officer
|
|
|
By:
|
/s/Craig Abrahams
|
By:
|
/s/Eric Hession
|
By:
|
/s/Craig Abrahams
|
By:
|
/s/ Eric Hession
|
By:
|
/s/ Eric Hession
|
Name
|
|
Jurisdiction of
Incorporation
|
190 Flamingo, LLC
|
|
Nevada
|
3535 LV Corp.
|
|
Nevada
|
3535 LV Parent, LLC
|
|
Delaware
|
AC Conference Holdco., LLC
|
|
Delaware
|
AC Conference Newco., LLC
|
|
Delaware
|
AJP Holdings, LLC
|
|
Delaware
|
AJP Parent, LLC
|
|
Delaware
|
Aster Insurance Ltd.
|
|
Bermuda
|
B I Gaming Corporation
|
|
Nevada
|
Bally's Las Vegas Manager, LLC
|
|
Delaware
|
Bally's Midwest Casino, Inc.
|
|
Delaware
|
Bally's Park Place, Inc.
|
|
New Jersey
|
Baluma Cambio, S.A.
|
|
Uruguay
|
Baluma Holdings S.A.
2
|
|
Bahamas
|
Baluma Ltda.
|
|
Brazil
|
Baluma S.A.
3
|
|
Uruguay
|
Benco, Inc.
|
|
Nevada
|
Biloxi Hammond, LLC
|
|
Delaware
|
Biloxi Village Walk Development, LLC
|
|
Delaware
|
BL Development Corp.
|
|
Minnesota
|
Boardwalk Regency Corporation
|
|
New Jersey
|
BPP Providence Acquisition Company, LLC
|
|
Delaware
|
Brussels Casino S.A.
|
|
Belgium
|
Burlington Street Services Limited
|
|
England/Wales
|
CA Hospitality Holding Company, Ltd.
|
|
British Virgin Islands
|
Caesars Air, LLC
|
|
Delaware
|
Caesars Asia Limited
|
|
Hong Kong
|
Caesars Bahamas Investment Corporation
|
|
Bahamas
|
Caesars Bahamas Management Corporation
|
|
Bahamas
|
Caesars Baltimore Acquisition Company, LLC
|
|
Delaware
|
Caesars Baltimore Development Company, LLC
|
|
Delaware
|
Caesars Baltimore Management Company, LLC
|
|
Delaware
|
Caesars Canada Marketing Services Corporation
|
|
Canada
|
Caesars Casino Castilla La Mancha S.A.
4
|
|
Spain
|
Caesars Enterprise Services, LLC
5
|
|
Delaware
|
Caesars Entertainment Canada Holding, Inc.
|
|
Nevada
|
Caesars Entertainment Finance Corp.
|
|
Nevada
|
Caesars Entertainment Golf, Inc.
|
|
Nevada
|
Caesars Entertainment Operating Company, Inc.
6
|
|
Delaware
|
Caesars Entertainment Resort Properties Finance, Inc.
|
|
Delaware
|
Caesars Entertainment Resort Properties Holdco, LLC
|
|
Delaware
|
Caesars Entertainment Resort Properties, LLC
|
|
Delaware
|
Caesars Entertainment Retail, Inc.
|
|
Nevada
|
Caesars Entertainment Services (UK) Ltd.
|
|
United Kingdom
|
Caesars Entertainment UK Ltd.
|
|
United Kingdom
|
Caesars Entertainment Windsor Limited
|
|
Canada
|
Caesars Escrow Corporation
|
|
Delaware
|
Caesars Europe Development, LLC
|
|
Delaware
|
Caesars Florida Acquisition Company, LLC
|
|
Delaware
|
Caesars Hotel Castilla La Mancha, S.L.
|
|
Spain
|
Caesars India Sponsor Company, LLC
|
|
Nevada
|
Name
|
|
Jurisdiction of
Incorporation
|
Caesars Growth Partners, LLC
7
|
|
Delaware
|
Caesars Korea Holding Company, LLC
|
|
Delaware
|
Caesars Korea Services, LLC
|
|
Delaware
|
Caesars License Company, LLC
|
|
Nevada
|
Caesars Linq, LLC
|
|
Delaware
|
Caesars Marketing Services Corporation
|
|
Nevada
|
Caesars Massachusetts Acquisition Company, LLC
|
|
Delaware
|
Caesars Massachusetts Development Company, LLC
|
|
Delaware
|
Caesars Massachusetts Investment Company, LLC
|
|
Delaware
|
Caesars Massachusetts Management Company, LLC
|
|
Delaware
|
Caesars New Jersey, Inc.
|
|
New Jersey
|
Caesars Octavius, LLC
|
|
Delaware
|
Caesars Ohio Acquisition, LLC
|
|
Delaware
|
Caesars Ohio Investment, LLC
|
|
Delaware
|
Caesars Ontario Holding, Inc.
|
|
Canada
|
Caesars Operating Escrow LLC
|
|
Delaware
|
Caesars Palace Corporation
|
|
Delaware
|
Caesars Palace Realty Corporation
|
|
Nevada
|
Caesars Palace Sports Promotions, Inc.
|
|
Nevada
|
Caesars Riverboat Casino, LLC
|
|
Indiana
|
Caesars Spain Holdings Limited
|
|
England/Wales
|
Caesars Tournament, LLC
|
|
Delaware
|
Caesars Trex, Inc.
|
|
Delaware
|
Caesars United Kingdom, Inc.
|
|
Nevada
|
Caesars World International Corporation PTE, Ltd.
|
|
Singapore
|
Caesars World International Far East Limited
|
|
Hong Kong
|
Caesars World Marketing Corporation
|
|
New Jersey
|
Caesars World Merchandising, Inc.
|
|
Nevada
|
Caesars World, LLC
|
|
Florida
|
California Clearing Corporation
|
|
California
|
Casanova Club Limited
|
|
England/Wales
|
Casino Computer Programming, Inc.
|
|
Indiana
|
CG Services, LLC
|
|
Delaware
|
CH Management Company, Ltd.
|
|
Hong Kong
|
Chester Downs and Marina LLC
8
|
|
Pennsylvania
|
Chester Downs Finance Corp.
|
|
Delaware
|
Chester Facility Holding Company, LLC
|
|
Delaware
|
Christian County Land Acquisition Company, LLC
|
|
Delaware
|
Cinderlane, Inc.
|
|
Nevada
|
Consolidated Supplies, Services and Systems
|
|
Nevada
|
Corby Leisure Retail Development Limited
|
|
England/Wales
|
Corner Investment Company Newco, LLC
|
|
Nevada
|
Creator Capital Limited
9
|
|
Bermuda
|
Cromwell Manager, LLC
|
|
Delaware
|
Culembourg Metropole Casino (Pty) Limited
|
|
South Africa
|
CZL Development Company, LLC
|
|
Delaware
|
CZL Investment Company, LLC
|
|
Delaware
|
CZL Management Company, LLC
|
|
Delaware
|
Dagger Holdings Limited
|
|
England/Wales
|
DCH Exchange, LLC
|
|
Nevada
|
DCH Lender, LLC
|
|
Nevada
|
Des Plaines Development Limited Partnership
10
|
|
Delaware
|
Desert Palace, Inc.
|
|
Nevada
|
Durante Holdings, LLC
|
|
Nevada
|
East Beach Development Corporation
|
|
Mississippi
|
Emerald Safari Resort (Pty) Limited
11
|
|
South Africa
|
Name
|
|
Jurisdiction of
Incorporation
|
FHR Corporation
|
|
Nevada
|
FHR Parent, LLC
|
|
Delaware
|
Flamingo CERP Manager, LLC
|
|
Nevada
|
Flamingo Las Vegas Operating Company, LLC
|
|
Nevada
|
Flamingo-Laughlin, LLC
|
|
Nevada
|
Flamingo-Laughlin Parent, LLC
|
|
Delaware
|
GB Investor, LLC
|
|
Delaware
|
GCA Acquisition Subsidiary, Inc.
|
|
Minnesota
|
GNOC, Corp.
|
|
New Jersey
|
Golden Nugget Club Limited
|
|
England/Wales
|
Grand Casinos of Biloxi, LLC
|
|
Minnesota
|
Grand Casinos of Mississippi, LLC - Gulfport
|
|
Mississippi
|
Grand Casinos, Inc.
|
|
Minnesota
|
Grand Media Buying, Inc.
|
|
Minnesota
|
HAC CERP Manager, LLC
|
|
New Jersey
|
Harrah South Shore Corporation
|
|
California
|
Harrah's (Barbados) SRL
|
|
Barbados
|
Harrah's Activity Limited
|
|
England/Wales
|
Harrah's Arizona Corporation
|
|
Nevada
|
Harrah's Atlantic City Mezz 1, LLC
|
|
Delaware
|
Harrah's Atlantic City Mezz 2, LLC
|
|
Delaware
|
Harrah's Atlantic City Mezz 3, LLC
|
|
Delaware
|
Harrah's Atlantic City Mezz 4, LLC
|
|
Delaware
|
Harrah's Atlantic City Mezz 5, LLC
|
|
Delaware
|
Harrah's Atlantic City Mezz 6, LLC
|
|
Delaware
|
Harrah's Atlantic City Mezz 7, LLC
|
|
Delaware
|
Harrah's Atlantic City Mezz 8, LLC
|
|
Delaware
|
Harrah's Atlantic City Mezz 9, LLC
|
|
Delaware
|
Harrah's Atlantic City Operating Company, LLC
|
|
New Jersey
|
Harrah's Atlantic City Propco, LLC
|
|
Delaware
|
Harrah's BC, Inc.
|
|
Delaware
|
Harrah's Bossier City Investment Company, LLC
|
|
Louisiana
|
Harrah's Bossier City Management Company, LLC
|
|
Nevada
|
Harrah's Chester Downs Investment Company, LLC
|
|
Delaware
|
Harrah's Chester Downs Management Company, LLC
|
|
Nevada
|
Harrah's Entertainment Limited
|
|
England/Wales
|
Harrah's Illinois Corporation
|
|
Nevada
|
Harrah's Interactive Investment Company
|
|
Nevada
|
Harrah's International C.V
.
|
|
The Netherlands
|
Harrah's International Holding Company, Inc.
|
|
Delaware
|
Harrah's Investments, Inc.
|
|
Nevada
|
Harrah's Iowa Arena Management, LLC
|
|
Delaware
|
Harrah's Las Vegas, LLC
|
|
Nevada
|
Harrah's Laughlin, LLC
|
|
Nevada
|
Harrah's Management Company
|
|
Nevada
|
Harrah's Maryland Heights Operating Company
|
|
Nevada
|
Harrah's MH Project, LLC
|
|
Delaware
|
Harrah's NC Casino Company, LLC
|
|
North Carolina
|
Harrah's New Orleans Management Company
|
|
Nevada
|
Harrah's North Kansas City LLC
|
|
Missouri
|
Harrah's Operating Company Memphis, LLC
|
|
Delaware
|
Harrah's Pittsburgh Management Company
|
|
Nevada
|
Harrah's Reno Holding Company, Inc.
|
|
Nevada
|
Harrah's Shreveport Investment Company, LLC
|
|
Nevada
|
Harrah's Shreveport Management Company, LLC
|
|
Nevada
|
Harrah's Shreveport/Bossier City Holding Company, LLC
|
|
Delaware
|
Name
|
|
Jurisdiction of
Incorporation
|
Harrah's Shreveport/Bossier City Investment Company, LLC
|
|
Delaware
|
Harrah's Southwest Michigan Casino Corporation
|
|
Nevada
|
Harrah's Travel, Inc.
|
|
Nevada
|
Harrah's West Warwick Gaming Company, LLC
|
|
Delaware
|
Harveys BR Management Company, Inc.
|
|
Nevada
|
Harveys C.C. Management Company, Inc.
|
|
Nevada
|
Harveys Iowa Management Company, Inc.
|
|
Nevada
|
Harveys Tahoe Management Company, Inc.
|
|
Nevada
|
H-BAY, LLC
|
|
Nevada
|
HBR Realty Company, Inc.
|
|
Nevada
|
HCAL, LLC
|
|
Nevada
|
HCR Services Company, Inc.
|
|
Nevada
|
HEI Holding C.V.
|
|
The Netherlands
|
HEI Holding Company One, Inc.
|
|
Nevada
|
HEI Holding Company Two, Inc.
|
|
Nevada
|
HET International 1 B.V.
|
|
The Netherlands
|
HET International 2 B.V.
|
|
The Netherlands
|
HHLV Management Company, LLC
|
|
Nevada
|
HIE Holdings Topco, Inc.
|
|
Delaware
|
HIE Holdings, Inc.
|
|
Delaware
|
HLV CERP Manager, LLC
|
|
Nevada
|
Hole in the Wall, LLC
|
|
Nevada
|
Horseshoe Cincinnati Management, LLC
|
|
Delaware
|
Horseshoe Cleveland Management, LLC
|
|
Delaware
|
Horseshoe Entertainment
|
|
Louisiana
|
Horseshoe Gaming Holding, LLC
|
|
Delaware
|
Horseshoe GP, LLC
|
|
Nevada
|
Horseshoe Hammond, LLC
|
|
Indiana
|
Horseshoe Ohio Development, LLC
|
|
Delaware
|
Horseshoe Shreveport, L.L.C.
|
|
Louisiana
|
HTM Holding, Inc.
|
|
Nevada
|
Inter Casino Management (Egypt) Limited
|
|
Isle of Man
|
JCC Holding Company II Newco, LLC
|
|
Delaware
|
JGB Vegas Retail Lessee, LLC
12
|
|
Nevada
|
Koval Holdings Company, LLC
|
|
Delaware
|
Koval Investment Company, LLC
|
|
Nevada
|
LAD Hotel Partners, LLC
13
|
|
Louisiana
|
Las Vegas Golf Management, LLC
|
|
Nevada
|
Las Vegas Resort Development, Inc.
|
|
Nevada
|
Laughlin CERP Manager, LLC
|
|
Nevada
|
Laundry Parent, LLC
|
|
Delaware
|
LCI (Overseas) Investments Pty Ltd.
|
|
South Africa
|
LCI plc
|
|
England/Wales
|
Lifeboat, Inc.
|
|
Louisiana
|
London Clubs (Overseas) Limited
|
|
England/Wales
|
London Clubs Brighton Limited
|
|
England/Wales
|
London Clubs Glasgow Limited
|
|
Scotland
|
London Clubs Holdings Limited
|
|
England/Wales
|
London Clubs International Limited
|
|
England/Wales
|
London Clubs Leeds Limited
|
|
England/Wales
|
London Clubs Limited
|
|
England/Wales
|
London Clubs LSQ Limited
|
|
England/Wales
|
London Clubs Management Limited
|
|
England/Wales
|
London Clubs Manchester Limited
|
|
England/Wales
|
London Clubs Nottingham Limited
|
|
England/Wales
|
London Clubs Poker Room Limited
|
|
England/Wales
|
Name
|
|
Jurisdiction of
Incorporation
|
London Clubs South Africa Limited
|
|
England/Wales
|
London Clubs Southend Limited
|
|
England/Wales
|
London Clubs Trustee Limited
|
|
England/Wales
|
LVH Corporation
|
|
Nevada
|
LVH Parent, LLC
|
|
Delaware
|
Martial Development Corporation
|
|
New Jersey
|
Nevada Marketing, LLC
|
|
Nevada
|
New Gaming Capital Partnership
|
|
Nevada
|
Ocean Showboat, Inc.
|
|
New Jersey
|
Octavius Linq Holding Co., LLC
|
|
Delaware
|
Octavius/Linq Intermediate Holding, LLC
|
|
Delaware
|
OCZ Holdings Pte. Ltd.
14
|
|
Singapore
|
Parball LLC
|
|
Nevada
|
Parball Parent, LLC
|
|
Delaware
|
Paris CERP Manager, LLC
|
|
Nevada
|
Paris Las Vegas Operating Company, LLC
|
|
Nevada
|
Park Place Finance, ULC
|
|
Nova Scotia
|
PH Employees Parent, LLC
|
|
Delaware
|
PHW Investments, LLC
|
|
Delaware
|
PHW Las Vegas, LLC
|
|
Nevada
|
PHW Manager, LLC
|
|
Nevada
|
Playboy Club (London) Limited
|
|
England/Wales
|
Players Bluegrass Downs, Inc.
|
|
Kentucky
|
Players Development, Inc.
|
|
Nevada
|
Players Holding, LLC
|
|
Nevada
|
Players International, LLC
|
|
Nevada
|
Players LC, LLC
|
|
Nevada
|
Players Maryland Heights Nevada, LLC
|
|
Nevada
|
Players Resources, Inc.
|
|
Nevada
|
Players Riverboat II, LLC
|
|
Louisiana
|
Players Riverboat Management, LLC
|
|
Nevada
|
Players Riverboat, LLC
|
|
Nevada
|
Players Services, Inc.
|
|
New Jersey
|
R Casino Limited
|
|
England/Wales
|
R Club (London) Limited
|
|
England/Wales
|
Reno Crossroads, LLC
|
|
Delaware
|
Reno Projects, Inc.
|
|
Nevada
|
Rio CERP Manager, LLC
|
|
Nevada
|
Rio Development Company, Inc.
|
|
Nevada
|
Rio Properties, LLC
|
|
Nevada
|
Rio Property Holding, LLC
|
|
Nevada
|
Robinson Property Group Corp.
|
|
Mississippi
|
Roman Entertainment Corporation of Indiana
|
|
Indiana
|
Roman Holding Corporation of Indiana
|
|
Indiana
|
Romulus Risk and Insurance Company, Inc.
|
|
Nevada
|
Showboat Atlantic City Mezz 1, LLC
|
|
Delaware
|
Showboat Atlantic City Mezz 2, LLC
|
|
Delaware
|
Showboat Atlantic City Mezz 3, LLC
|
|
Delaware
|
Showboat Atlantic City Mezz 4, LLC
|
|
Delaware
|
Showboat Atlantic City Mezz 5, LLC
|
|
Delaware
|
Showboat Atlantic City Mezz 6, LLC
|
|
Delaware
|
Showboat Atlantic City Mezz 7, LLC
|
|
Delaware
|
Showboat Atlantic City Mezz 8, LLC
|
|
Delaware
|
Showboat Atlantic City Mezz 9, LLC
|
|
Delaware
|
Showboat Atlantic City Operating Company, LLC
|
|
New Jersey
|
Showboat Atlantic City Propco, LLC
|
|
Delaware
|
Name
|
|
Jurisdiction of
Incorporation
|
Showboat Holding, LLC
|
|
Nevada
|
Showboat Nova Scotia ULC
|
|
Nova Scotia
|
Southern Illinois Riverboat/Casino Cruises, Inc.
|
|
Illinois
|
Sterling Suffolk Racecourse, LLC
15
|
|
Massachusetts
|
Tahoe Garage Propco, LLC
|
|
Delaware
|
The Caesars Foundation
|
|
Nevada
|
The Quad Manager, LLC
|
|
Delaware
|
The Sportsman Club Limited
|
|
England/Wales
|
Thistledown Management, LLC
|
|
Delaware
|
TRB Flamingo, LLC
|
|
Nevada
|
Trigger Real Estate Corporation
|
|
Nevada
|
Tunica Roadhouse Corporation
|
|
Delaware
|
Twain Avenue, Inc.
|
|
Nevada
|
Village Walk Construction, LLC
|
|
Delaware
|
Windsor Casino Limited
|
|
Canada
|
Winnick Holdings, LLC
|
|
Delaware
|
Winnick Parent, LLC
|
|
Delaware
|
Woodbury Manager, LLC
|
|
Delaware
|
|
|
|
1
|
|
11.46% B I Gaming Corporation; 83.77% Harrah's International Holding Company, Inc.; 4.77% third party shareholders
|
2
|
|
55% Baluma Holdings S.A.; 45% non-affiliate
|
3
|
|
60% Harrah's Entertainment Limited.; 40% non-affiliate
|
4
|
|
69% Caesars Entertainment Operating Company, Inc.: 20.2% CERP; 10.8% CGPH
|
5
|
|
89% Caesars Entertainment Corporation; 6% Management shareholders; 5% non-affiliates
|
6
|
|
38.99% Caesars Acquisition Company; 61.01 % affiliates of Caesars Entertainment Corporation
|
7
|
|
99.5% Harrah's Chester Downs Investment Company, LLC; 0.5% third party shareholders
|
8
|
|
7.5% Harrah's Interactive Investment Company; 92.5% non-affiliate
|
9
|
|
80% Harrah's Illinois Corporation; 20% non-affiliate
|
10
|
|
70% LCI (Overseas) Investments Pty Ltd.; 30% non-affiliate
|
11
|
|
16.25% GB Investor, LLC; 83.75% non- affiliate
|
12
|
|
49% Harrah's Bossier City Investment Company, LLC; 51% non-affiliate
|
13
|
|
50% Caesars Korea Holding Company, LLC; 50% non-affiliate
|
14
|
|
4.2% Caesars Massachusetts Investment Company, LLC; 95.8% non-affiliate
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
February 14, 2017
|
|
|
|
|
By:
|
/S/ MARK P. FRISSORA
|
|
|
|
Mark P. Frissora
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
February 14, 2017
|
|
|
|
|
By:
|
/
S
/ ERIC HESSION
|
|
|
|
Eric Hession
|
|
|
|
Executive Vice President and Chief Financial Officer
|
(i)
|
the accompanying Annual Report on Form 10-K of the Company for the year ended
December 31, 2016
(the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 14, 2017
|
|
|
|
|
By:
|
/S/ MARK P. FRISSORA
|
|
|
|
Mark P. Frissora
|
|
|
|
President and Chief Executive Officer
|
(i)
|
the accompanying Annual Report on Form 10-K of the Company for the year ended
December 31, 2016
(the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 14, 2017
|
|
|
|
|
By:
|
/
S
/ ERIC HESSION
|
|
|
|
Eric Hession
|
|
|
|
Executive Vice President and Chief Financial Officer
|
•
|
Establish and maintain responsible accounting practices and procedures;
|
•
|
Maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;
|
•
|
Maintain systems for reliable record keeping;
|
•
|
File periodic reports with gaming regulators; and
|
•
|
Maintain strict compliance with various laws, regulations and required minimum internal controls
|
•
|
Adopt rules and regulations under the implementing statutes;
|
•
|
Make appropriate investigations to determine if there has been any violation of laws or regulations;
|
•
|
Enforce gaming laws and impose disciplinary sanctions for violations, including fines and penalties;
|
•
|
Review the character and fitness of participants in gaming operations and make determinations regarding their suitability or qualification for licensure;
|
•
|
Grant licenses for participation in gaming operations;
|
•
|
Collect and review reports and information submitted by participants in gaming operations;
|
•
|
Review and approve transactions, such as acquisitions or change-of-control transactions of gaming industry participants, securities offerings and debt transactions engaged in by such participants; and
|
•
|
Establish and collect fees and/or taxes.
|
•
|
The financial stability, integrity and responsibility of the applicant, including whether the operation is adequately capitalized in the jurisdiction and exhibits the ability to maintain adequate insurance levels;
|
•
|
The quality of the applicant's casino facilities;
|
•
|
The amount of revenue to be derived by the applicable jurisdiction through operation of the applicant's gaming facility;
|
•
|
The applicant's practices with respect to minority hiring and training; and
|
•
|
The effect on competition and general impact on the community.
|
•
|
pay that person any dividend or interest upon our voting securities;
|
•
|
allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;
|
•
|
pay remuneration in any form to that person for services rendered or otherwise; or
|
•
|
fail to pursue all lawful efforts to require such unsuitable person to relinquish his voting securities
|
•
|
including, if necessary, the immediate purchase of said voting securities for cash at fair market value.
|
•
|
pay to the unsuitable person any dividend, interest or any distribution whatsoever;
|
•
|
recognize any voting right by the unsuitable person in connection with those securities;
|
•
|
pay the unsuitable person remuneration in any form; or
|
•
|
make any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.
|
•
|
a percentage of the gross revenues received;
|
•
|
the number of gaming devices and table games operated;
|
•
|
franchise fees for riverboat casinos operating on certain waterways; and
|
•
|
admission fees for customers boarding our riverboat casinos.
|
•
|
is an elected member of the Native American tribal government which owns the facility purchasing or leasing the games;
|
•
|
has been or is convicted of a felony gaming offense;
|
•
|
has knowingly and willfully provided materially false information to the NIGC or the tribe;
|
•
|
has refused to respond to questions from the NIGC; or
|
•
|
is a person whose prior history, reputation and associations pose a threat to the public interest or to effective gaming regulation and control, or create or enhance the chance of unsuitable activities in gaming or the business and financial arrangements incidental thereto.
|
•
|
adequate accounting procedures and verifiable financial reports, which must be furnished to the tribe;
|
•
|
tribal access to the daily operations of the gaming enterprise, including the right to verify daily gross revenues and income;
|
•
|
minimum guaranteed payments to the tribe, which must have priority over the retirement of development and construction costs;
|
•
|
a ceiling on the repayment of such development and construction costs; and
|
•
|
a contract term not exceeding five years and a management fee not exceeding 30% of net revenues (as determined by the NIGC); provided that the NIGC may approve up to a seven year term and a management fee not to exceed 40% of net revenues if NIGC is satisfied that the capital investment required, and the income projections for the particular gaming activity require the larger fee and longer term.
|
•
|
|