(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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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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Title of each class
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Name of each exchange on which registered
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Common stock, $0.01 par value
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NASDAQ Global Select Market
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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Page
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ITEM 1.
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Business
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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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12,900
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Culinary Workers Union, Local 226
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May 31, 2023
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Atlantic City Food & Beverage and Hotel Employees
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3,200
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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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1,300
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Bartenders Union, Local 165
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May 31, 2023
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Las Vegas Dealers
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2,400
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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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People: supporting the wellbeing of our team members, guests and local communities.
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•
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Planet: taking care of the world we all call home.
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•
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Play: creating memorable experiences for our guests and leading Responsible Gaming practices in the industry.
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•
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#3: Good Health and Well-Being
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•
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#8: Decent Work and Economic Growth
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•
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#11: Sustainable Cities and Communities
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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, rent payment 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 the Lease Agreements, and any failure to comply with the obligations of any of our debt instruments or Lease Agreements, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness or such Lease Agreements;
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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 rent and 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 and the Lease Agreements, 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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our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and
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•
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our future ability to borrow under our credit facilities, the availability of which depends on, among other things, our complying with the covenants thereunder.
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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 indebtedness 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 such indebtedness.
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•
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make it more difficult for the applicable entity to satisfy their obligations with respect to their indebtedness and to obtain additional indebtedness;
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•
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increase the applicable entity’s vulnerability to general or regional adverse economic and industry conditions or a downturn in its business;
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•
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require the applicable entity to dedicate a substantial portion of its cash flow from operations to making lease payments, thereby reducing the availability of its cash flow to fund working capital, capital expenditures and other general corporate purposes;
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•
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limit the applicable entity’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; and
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•
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restrict the applicable entity’s ability to raise capital, make acquisitions and divestitures and engage in other significant transactions.
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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;
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•
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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 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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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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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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our ability to respond to changes in the industry, particularly digital transformation, and to take advantage of the opportunity for legalized sports betting in multiple jurisdictions in the United States (which may require third-party arrangements and/or regulatory approval);
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•
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development of our announced convention center in Las Vegas, CAESARS FORUM, and certain of our other announced projects are subject to risks associated with new construction projects, including those described below;
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•
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we may not be able to realize the anticipated benefits of our acquisition of Centaur, including anticipated benefits from introducing table games to the acquired properties which is subject to approvals and may not occur;
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•
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the impact of our operating structure following CEOC’s emergence from bankruptcy;
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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 effect of reductions in consumer discretionary spending due to economic downturns or other factors and changes in consumer demands;
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•
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the ability to realize improvements in our business and results of operations through our property renovation investments, technology deployments, business process improvement initiatives, and other continuous improvement initiatives;
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•
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the ability to take advantage of opportunities to grow our revenue;
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•
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the ability to use NOLs to offset future taxable income as anticipated;
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•
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the ability to realize all of the anticipated benefits of current or potential future acquisitions;
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•
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the ability to effectively compete against our competitors;
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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, including its impact on our ability to raise additional capital in the future and react to changes in the economy, and lease obligations and the restrictions in our debt and lease agreements;
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•
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the ability to access available and reasonable financing or additional capital on a timely basis and on acceptable terms or at all, including our ability to refinance our 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 hotel sales;
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•
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changes in the extensive governmental regulations to which we are subject and (i) changes in laws, including increased tax rates, smoking bans, regulations, or accounting standards; (ii) third-party relations; and (iii) approvals, decisions, disciplines and fines of courts, regulators, and governmental bodies;
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•
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compliance with the extensive laws and regulations to which we are subject, including applicable gaming laws, the Foreign Corrupt Practices Act and other anti-corruption laws, and the Bank Secrecy Act and other anti-money laundering laws;
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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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growth in consumer demand for non-gaming offerings;
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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, growth of online gaming, competition for new licenses, and operating and market competition;
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•
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our ability to protect our intellectual property rights and damages caused to our brands due to the unauthorized use of our brand names by third parties in ways outside of our control;
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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 ability to execute on our brand licensing and management strategy is subject to third-party agreements and other risks associated with new projects;
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•
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not being able to realize all of our anticipated cost savings;
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•
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the potential difficulties in employee retention, recruitment, and motivation, including in connection with our Chief Executive Officer transition;
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•
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our ability to retain our performers or other entertainment offerings on acceptable terms or at all;
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•
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the risk of fraud, theft, and cheating;
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•
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seasonal fluctuations resulting in volatility and an adverse effect on our operating results;
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•
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any impairments to goodwill, indefinite-lived intangible assets, or long-lived assets that we may incur;
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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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the impact of adverse legal proceedings 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 facilities of ours;
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•
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fluctuations in energy prices;
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•
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work stoppages and other labor problems;
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•
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our ability to collect on credit extended to our customers;
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•
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the effects of environmental and structural building conditions relating to our properties and our exposure to environmental liability, including as a result of unknown environmental contamination;
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•
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a disruption, failure, or breach of our network, information systems, or other technology, or those of our vendors, on which we are dependent;
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•
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risks and costs associated with protecting the integrity and security of internal, employee, and customer data;
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•
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access to insurance for our assets on reasonable terms;
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•
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the impact, if any, of unfunded pension benefits under multi-employer pension plans; and
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•
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the other factors set forth under Item 1A, “Risk Factors.”
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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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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Las Vegas Segment
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Owned-Domestic
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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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920
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70
|
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2,810
|
|
The Cromwell
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Las Vegas, NV
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41,600
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340
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50
|
|
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190
|
|
Flamingo Las Vegas
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Las Vegas, NV
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73,000
|
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1,140
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110
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3,460
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The LINQ Hotel & Casino
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Las Vegas, NV
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32,900
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800
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|
50
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2,250
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|
The LINQ Promenade (1)
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Las Vegas, NV
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|
—
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—
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—
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—
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Paris Las Vegas
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Las Vegas, NV
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95,300
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950
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100
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2,920
|
|
Planet Hollywood Resort & Casino
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Las Vegas, NV
|
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64,500
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1,010
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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
|
|
|
2,520
|
|
Leased from VICI Properties Inc.
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Caesars Palace Las Vegas
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Las Vegas, NV
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124,200
|
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|
1,440
|
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|
160
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|
|
3,970
|
|
Harrah’s Las Vegas
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Las Vegas, NV
|
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88,800
|
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|
1,220
|
|
|
90
|
|
|
2,540
|
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Other U.S. Segment
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Owned-Domestic
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Harrah’s Atlantic City
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Atlantic City, NJ
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156,300
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2,100
|
|
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170
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|
|
2,590
|
|
Harrah’s Laughlin
|
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Laughlin, NV
|
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56,000
|
|
|
880
|
|
|
30
|
|
|
1,510
|
|
Harrah’s New Orleans
|
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New Orleans, LA
|
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125,100
|
|
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1,460
|
|
|
170
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|
|
450
|
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Hoosier Park (2)
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Anderson, IN
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54,000
|
|
|
1,710
|
|
|
—
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|
|
—
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Indiana Grand (3)
|
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Shelbyville, IN
|
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83,800
|
|
|
2,070
|
|
|
—
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|
|
—
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|
Leased from VICI Properties Inc.
|
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|
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Bally’s Atlantic City
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Atlantic City, NJ
|
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127,200
|
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1,800
|
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|
160
|
|
|
1,210
|
|
Bluegrass Downs (4)
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Paducah, KY
|
|
—
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|
|
—
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|
|
—
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|
|
—
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Caesars Atlantic City
|
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Atlantic City, NJ
|
|
115,900
|
|
|
1,890
|
|
|
130
|
|
|
1,140
|
|
Harrah’s Council Bluffs
|
|
Council Bluffs, IA
|
|
21,400
|
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|
550
|
|
|
20
|
|
|
250
|
|
Harrah’s Gulf Coast
|
|
Biloxi, MS
|
|
31,400
|
|
|
770
|
|
|
30
|
|
|
500
|
|
Harrah’s Joliet
|
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Joliet, IL
|
|
39,000
|
|
|
1,090
|
|
|
40
|
|
|
200
|
|
Harrah’s Lake Tahoe
|
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Lake Tahoe, NV
|
|
45,100
|
|
|
760
|
|
|
70
|
|
|
510
|
|
Harrah’s Louisiana Downs
|
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Bossier City, LA
|
|
12,000
|
|
|
830
|
|
|
—
|
|
|
—
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|
Harrah’s Metropolis
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Metropolis, IL
|
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24,300
|
|
|
840
|
|
|
30
|
|
|
260
|
|
Harrah’s North Kansas City
|
|
N. Kansas City, MO
|
|
60,100
|
|
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1,300
|
|
|
60
|
|
|
390
|
|
Harrah’s Philadelphia
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|
Chester, PA
|
|
112,600
|
|
|
2,450
|
|
|
110
|
|
|
—
|
|
Harrah’s Reno
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Reno, NV
|
|
40,200
|
|
|
610
|
|
|
30
|
|
|
930
|
|
Harveys Lake Tahoe
|
|
Lake Tahoe, NV
|
|
44,200
|
|
|
670
|
|
|
50
|
|
|
740
|
|
Horseshoe Bossier City
|
|
Bossier City, LA
|
|
28,100
|
|
|
1,170
|
|
|
70
|
|
|
610
|
|
Horseshoe Council Bluffs
|
|
Council Bluffs, IA
|
|
60,000
|
|
|
1,380
|
|
|
70
|
|
|
—
|
|
Horseshoe Hammond
|
|
Hammond, IN
|
|
108,200
|
|
|
2,220
|
|
|
150
|
|
|
—
|
|
Horseshoe Southern Indiana
|
|
Elizabeth, IN
|
|
86,600
|
|
|
1,580
|
|
|
100
|
|
|
500
|
|
Horseshoe Tunica
|
|
Tunica, MS
|
|
63,000
|
|
|
1,010
|
|
|
100
|
|
|
510
|
|
Tunica Roadhouse (5)
|
|
Tunica, MS
|
|
33,000
|
|
|
360
|
|
|
20
|
|
|
140
|
|
Property
|
|
Location
|
|
Casino
Space– Sq. Ft. |
|
Slot
Machines |
|
Table
Games |
|
Hotel
Rooms and Suites |
||||
All Other Segment
|
|
|
|
|
|
|
|
|
|
|
||||
Owned-International
|
|
|
|
|
|
|
|
|
|
|
||||
Caesars Cairo
|
|
Egypt
|
|
6,500
|
|
|
20
|
|
|
20
|
|
|
—
|
|
Ramses Casino
|
|
Egypt
|
|
2,700
|
|
|
40
|
|
|
20
|
|
|
—
|
|
Emerald Casino Resort
|
|
South Africa
|
|
37,400
|
|
|
440
|
|
|
20
|
|
|
190
|
|
Alea Glasgow
|
|
United Kingdom
|
|
22,000
|
|
|
50
|
|
|
30
|
|
|
—
|
|
Alea Nottingham
|
|
United Kingdom
|
|
15,200
|
|
|
50
|
|
|
30
|
|
|
—
|
|
The Empire Casino
|
|
United Kingdom
|
|
20,400
|
|
|
130
|
|
|
50
|
|
|
—
|
|
Manchester235
|
|
United Kingdom
|
|
17,600
|
|
|
50
|
|
|
40
|
|
|
—
|
|
Playboy Club London
|
|
United Kingdom
|
|
10,000
|
|
|
20
|
|
|
30
|
|
|
—
|
|
Rendezvous Brighton
|
|
United Kingdom
|
|
15,000
|
|
|
50
|
|
|
30
|
|
|
—
|
|
Rendezvous Southend-on-Sea
|
|
United Kingdom
|
|
10,300
|
|
|
40
|
|
|
20
|
|
|
—
|
|
The Sportsman
|
|
United Kingdom
|
|
5,800
|
|
|
40
|
|
|
20
|
|
|
—
|
|
Managed
|
|
|
|
|
|
|
|
|
|
|
||||
Harrah’s Ak-Chin
|
|
Phoenix, AZ
|
|
65,200
|
|
|
1,150
|
|
|
30
|
|
|
530
|
|
Harrah’s Cherokee
|
|
Cherokee, NC
|
|
176,800
|
|
|
3,300
|
|
|
160
|
|
|
1,110
|
|
Harrah’s Cherokee Valley River
|
|
Murphy, NC
|
|
65,000
|
|
|
1,070
|
|
|
60
|
|
|
300
|
|
Harrah’s Resort Southern California
|
|
Funner, CA
|
|
72,900
|
|
|
1,640
|
|
|
70
|
|
|
1,090
|
|
Horseshoe Baltimore (6)
|
|
Baltimore, MD
|
|
122,000
|
|
|
2,200
|
|
|
210
|
|
|
—
|
|
Caesars Windsor
|
|
Canada
|
|
100,000
|
|
|
2,280
|
|
|
90
|
|
|
760
|
|
Kings & Queens Casino
|
|
Egypt
|
|
2,100
|
|
|
30
|
|
|
10
|
|
|
—
|
|
Caesars Dubai
|
|
United Arab Emirates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
570
|
|
(1)
|
The LINQ Promenade is an open-air dining, entertainment, and retail promenade located on the east side of the Las Vegas Strip. It also features the High Roller, a 550-foot observation wheel, and the Fly LINQ Zipline attraction.
|
(2)
|
Hoosier Park includes operations of our off-track betting locations, Winner’s Circle Indianapolis and Winner’s Circle New Haven.
|
(3)
|
Indiana Grand includes operations of our off-track betting location, Winner’s Circle Clarksville.
|
(4)
|
Bluegrass Downs features simulcast harness and quarter horse racing.
|
(5)
|
Tunica Roadhouse ceased gaming operations in January 2019.
|
(6)
|
As of December 31, 2018, Horseshoe Baltimore was 41% owned and held as an equity-method investment.
|
ITEM 3.
|
Legal Proceedings
|
ITEM 4.
|
Mine Safety Disclosures
|
ITEM 5.
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
As of December 31,
|
||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
CZR
|
$
|
100.00
|
|
|
$
|
72.84
|
|
|
$
|
36.63
|
|
|
$
|
39.46
|
|
|
$
|
58.73
|
|
|
$
|
31.52
|
|
S&P 500 Index
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
||||||
Dow Jones U.S. Gambling
|
100.00
|
|
|
82.95
|
|
|
69.11
|
|
|
87.66
|
|
|
131.48
|
|
|
92.68
|
|
Plan Category
|
|
Number of securities to be
issued upon exercise of outstanding options, warrants and rights(1)
(a)
|
|
Weighted-average exercise
price of outstanding options, warrants and rights (2)
(b)
|
|
Number of securities
remaining available for future issuance under equity compensation plans
(excluding securities reflected in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
|
23,281,640
|
|
|
$
|
10.63
|
|
|
8,982,929
|
|
(1)
|
Includes (a) 8,360,365 shares of common stock issuable upon exercise of outstanding options with a weighted-average exercise price of $10.63, and (b) 14,921,275 unvested RSUs and PSUs.
|
(2)
|
RSUs and PSUs do not have an exercise price and therefore are not included in the calculation of the weighted-average exercise price.
|
ITEM 6.
|
Selected Financial Data
|
(1)
|
2017 reflects the consolidation of CEOC’s successor operating company subsequent to the Effective Date (see Note 1).
|
(2)
|
2015 reflects the deconsolidation of CEOC (see Note 1).
|
(3)
|
2014 financial information has not been recast for our adoption of Accounting Standards Update 2014-09 and therefore, is not comparable to the 2015 through 2018 financial information.
|
(4)
|
See Note 19.
|
(5)
|
See Note 12.
|
(6)
|
See Note 10.
|
(7)
|
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%.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||
(In millions)
|
Depreciation Expense
|
|
Interest Expense
|
|
Rental Payments (1)
|
|
Depreciation Expense
|
|
Interest Expense
|
|
Rental Payments
|
||||||||||||
Harrah’s Las Vegas lease
|
$
|
15
|
|
|
$
|
77
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
10
|
|
CEOC LLC leases
|
475
|
|
|
801
|
|
|
645
|
|
|
118
|
|
|
185
|
|
|
204
|
|
||||||
Total
|
$
|
490
|
|
|
$
|
878
|
|
|
$
|
725
|
|
|
$
|
118
|
|
|
$
|
187
|
|
|
$
|
214
|
|
(1)
|
Rental payments for CEOC LLC leases exclude a nonrecurring $159 million payment relating to the modifications to certain of our existing lease agreements with VICI. See Note 1.
|
CEOC LLC Operating Results
|
|||||||
(Dollars in millions)
|
Year Ended December 31, 2018
|
|
October 6, 2017 - December 31, 2017
|
||||
Casino
|
$
|
2,697
|
|
|
$
|
628
|
|
Food and beverage
|
777
|
|
|
173
|
|
||
Rooms
|
559
|
|
|
118
|
|
||
Other revenue
|
222
|
|
|
47
|
|
||
Management fees
|
57
|
|
|
15
|
|
||
Reimbursed management costs
|
202
|
|
|
48
|
|
||
Net revenues
|
$
|
4,514
|
|
|
$
|
1,029
|
|
|
|
|
|
||||
Income from operations
|
$
|
271
|
|
|
$
|
52
|
|
Interest expense
|
(866
|
)
|
|
(208
|
)
|
||
Restructuring and support expenses
|
—
|
|
|
(9
|
)
|
||
Other income
|
78
|
|
|
2
|
|
||
Net loss, net of income taxes
|
(400
|
)
|
|
(164
|
)
|
||
Net loss attributable to Caesars
|
(403
|
)
|
|
(164
|
)
|
*
|
Not meaningful.
|
(1)
|
See the “Reconciliation of Non-GAAP Financial Measures” discussion later in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation of Adjusted EBITDA.
|
(2)
|
Operating margin is calculated as income from operations divided by net revenues.
|
Net Revenues - Consolidated
|
|||||||||||||||||||||||||
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
Fav/(Unfav)
|
|
Fav/(Unfav)
|
||||||||||||||||
Casino
|
$
|
4,247
|
|
|
$
|
2,168
|
|
|
$
|
1,608
|
|
|
$
|
2,079
|
|
|
95.9
|
%
|
|
$
|
560
|
|
|
34.8
|
%
|
Food and beverage
|
1,574
|
|
|
982
|
|
|
822
|
|
|
592
|
|
|
60.3
|
%
|
|
160
|
|
|
19.5
|
%
|
|||||
Rooms
|
1,519
|
|
|
1,074
|
|
|
950
|
|
|
445
|
|
|
41.4
|
%
|
|
124
|
|
|
13.1
|
%
|
|||||
Other revenue
|
789
|
|
|
584
|
|
|
497
|
|
|
205
|
|
|
35.1
|
%
|
|
87
|
|
|
17.5
|
%
|
|||||
Management fees
|
60
|
|
|
12
|
|
|
—
|
|
|
48
|
|
|
*
|
|
|
12
|
|
|
*
|
|
|||||
Reimbursed management costs
|
202
|
|
|
48
|
|
|
—
|
|
|
154
|
|
|
*
|
|
|
48
|
|
|
*
|
|
|||||
Net revenues
|
$
|
8,391
|
|
|
$
|
4,868
|
|
|
$
|
3,877
|
|
|
$
|
3,523
|
|
|
72.4
|
%
|
|
$
|
991
|
|
|
25.6
|
%
|
*
|
Not meaningful.
|
Retail Value of Complimentaries
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Food and beverage
|
$
|
589
|
|
|
$
|
364
|
|
|
$
|
276
|
|
Rooms
|
489
|
|
|
307
|
|
|
234
|
|
|||
Other revenue
|
106
|
|
|
62
|
|
|
28
|
|
|||
Total complimentaries
|
1,184
|
|
|
733
|
|
|
538
|
|
|||
CEOC complimentaries (1)
|
—
|
|
|
427
|
|
|
531
|
|
|||
Total complimentaries with CEOC
|
$
|
1,184
|
|
|
$
|
1,160
|
|
|
$
|
1,069
|
|
(1)
|
Complimentaries recognized by CEOC prior to the Effective Date.
|
Net Revenues - Segment
|
|||||||||||||||||||||||||
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
Fav/(Unfav)
|
|
Fav/(Unfav)
|
||||||||||||||||
Las Vegas
|
$
|
3,753
|
|
|
$
|
2,902
|
|
|
$
|
2,613
|
|
|
$
|
851
|
|
|
29.3
|
%
|
|
$
|
289
|
|
|
11.1
|
%
|
Other U.S.
|
4,047
|
|
|
1,758
|
|
|
1,209
|
|
|
2,289
|
|
|
130.2
|
%
|
|
549
|
|
|
45.4
|
%
|
|||||
All Other
|
591
|
|
|
208
|
|
|
55
|
|
|
383
|
|
|
184.1
|
%
|
|
153
|
|
|
*
|
|
|||||
Net revenues
|
$
|
8,391
|
|
|
$
|
4,868
|
|
|
$
|
3,877
|
|
|
$
|
3,523
|
|
|
72.4
|
%
|
|
$
|
991
|
|
|
25.6
|
%
|
*
|
Not meaningful.
|
(1)
|
Cash average daily rate (“cash ADR”) is a key indicator by which we evaluate the performance of our properties and is determined by rooms revenues and rooms occupied. 2016 and 2017 excludes CEOC’s results prior to the Effective Date.
|
•
|
Casino revenues increased $178 million in 2018 compared with 2017 primarily due to the acquisition of Centaur, which contributed $209 million in the Other U.S. region. This was partially offset by a decrease in the Las Vegas region primarily due to higher complimentaries.
|
•
|
Other revenue increased $39 million in 2018 compared with 2017 primarily due to increases in valet and self-parking revenues as well as increases in retail and lease revenues in the Las Vegas region.
|
•
|
Rooms revenues increased $4 million in 2018 compared with 2017 and Caesars cash ADR increased from $145 in 2017 to $155 in 2018, primarily due to an increase in resort fee revenue in the Las Vegas region.
|
•
|
Casino revenues increased $60 million in 2017 compared with 2016 primarily resulting from increases in gaming volume and gross casino hold.
|
•
|
Rooms revenues increased $6 million in 2017 compared with 2016 resulting from an increase in resort fees and occupancy rates, as well as improved hotel yield. Rooms revenues also benefitted from completed room renovations at certain properties in the Las Vegas region, which resulted in an increase in Caesars cash ADR from $136 in 2016 to $145 in 2017.
|
•
|
Other revenue increased $47 million in 2017 compared with 2016 primarily due to revenue from valet and self-parking fees that were fully implemented in Las Vegas in April 2017, as well as amounts related to a sub-license agreement extending the right to use various brands of Caesars Entertainment in connection with social and mobile games to the buyer of the SMG Business.
|
Income from Operations by Category - Consolidated
|
|||||||||||||||||||||||||
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
Fav/(Unfav)
|
|
Fav/(Unfav)
|
||||||||||||||||
Net revenues
|
$
|
8,391
|
|
|
$
|
4,868
|
|
|
$
|
3,877
|
|
|
$
|
3,523
|
|
|
72.4
|
%
|
|
$
|
991
|
|
|
25.6
|
%
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Casino
|
2,393
|
|
|
1,213
|
|
|
890
|
|
|
(1,180
|
)
|
|
(97.3
|
)%
|
|
(323
|
)
|
|
(36.3
|
)%
|
|||||
Food and beverage
|
1,106
|
|
|
693
|
|
|
572
|
|
|
(413
|
)
|
|
(59.6
|
)%
|
|
(121
|
)
|
|
(21.2
|
)%
|
|||||
Rooms
|
480
|
|
|
360
|
|
|
318
|
|
|
(120
|
)
|
|
(33.3
|
)%
|
|
(42
|
)
|
|
(13.2
|
)%
|
|||||
Property, general, administrative, and other
|
1,761
|
|
|
1,124
|
|
|
1,147
|
|
|
(637
|
)
|
|
(56.7
|
)%
|
|
23
|
|
|
2.0
|
%
|
|||||
Reimbursable management costs
|
202
|
|
|
48
|
|
|
—
|
|
|
(154
|
)
|
|
*
|
|
|
(48
|
)
|
|
*
|
|
|||||
Depreciation and amortization
|
1,145
|
|
|
626
|
|
|
439
|
|
|
(519
|
)
|
|
(82.9
|
)%
|
|
(187
|
)
|
|
(42.6
|
)%
|
|||||
Impairment of goodwill
|
43
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
*
|
|
|
—
|
|
|
*
|
|
|||||
Impairment of tangible and other intangible assets
|
35
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
*
|
|
|
—
|
|
|
*
|
|
|||||
Corporate expense
|
332
|
|
|
202
|
|
|
194
|
|
|
(130
|
)
|
|
(64.4
|
)%
|
|
(8
|
)
|
|
(4.1
|
)%
|
|||||
Other operating costs
|
155
|
|
|
65
|
|
|
91
|
|
|
(90
|
)
|
|
(138.5
|
)%
|
|
26
|
|
|
28.6
|
%
|
|||||
Total operating expenses
|
7,652
|
|
|
4,331
|
|
|
3,651
|
|
|
(3,321
|
)
|
|
(76.7
|
)%
|
|
(680
|
)
|
|
(18.6
|
)%
|
|||||
Income from operations
|
$
|
739
|
|
|
$
|
537
|
|
|
$
|
226
|
|
|
$
|
202
|
|
|
37.6
|
%
|
|
$
|
311
|
|
|
137.6
|
%
|
Income from Operations - Segment
|
|||||||||||||||||||||||||
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
Fav/(Unfav)
|
|
Fav/(Unfav)
|
||||||||||||||||
Las Vegas
|
$
|
716
|
|
|
$
|
549
|
|
|
$
|
526
|
|
|
$
|
167
|
|
|
30.4
|
%
|
|
$
|
23
|
|
|
4.4
|
%
|
Other U.S.
|
434
|
|
|
199
|
|
|
163
|
|
|
235
|
|
|
118.1
|
%
|
|
36
|
|
|
22.1
|
%
|
|||||
All Other
|
(411
|
)
|
|
(211
|
)
|
|
(463
|
)
|
|
(200
|
)
|
|
(94.8
|
)%
|
|
252
|
|
|
54.4
|
%
|
|||||
Income from operations
|
$
|
739
|
|
|
$
|
537
|
|
|
$
|
226
|
|
|
$
|
202
|
|
|
37.6
|
%
|
|
$
|
311
|
|
|
137.6
|
%
|
*
|
Not meaningful.
|
•
|
Net revenues increased $228 million in 2018 compared with 2017 as explained above.
|
•
|
This increase was offset by an increase in operating expenses of $229 million in 2018 compared with 2017 primarily due to the acquisition of Centaur which contributed $177 million to the increase. In addition to the effect of Centaur, operating expenses increased $52 million due to the following:
|
◦
|
Other operating costs increased $54 million primarily due to $20 million related to lease termination costs, a $10 million loss on asset sales in 2018, and $8 million in acquisition costs for Centaur. In addition, during 2017, CEC benefitted from the reimbursement of $19 million for amounts related to the Korea joint venture development that were previously written off. These were partially offset by a decrease in legal fees of $10 million in 2018 compared with 2017.
|
◦
|
Depreciation and amortization increased $23 million primarily due to significant additions to property and equipment that began depreciating upon the completion of major renovation projects at certain Las Vegas properties in 2018.
|
◦
|
These increases were partially offset by a decrease of $36 million in direct expenses primarily due to operating efficiencies driven by lower marketing and labor costs.
|
•
|
Net revenues increased $105 million in 2017 compared with 2016 as explained above.
|
•
|
Property, general, administrative, and other expenses decreased as a result of CIE’s stock-based compensation expense recorded in the prior year of $189 million compared with no CIE stock-based compensation recognized in 2017.
|
•
|
Other operating costs decreased $23 million primarily due to the following:
|
◦
|
$36 million less in expenses incurred by CEC in 2017 compared with 2016 related to CEOC’s bankruptcy activity and other expenses related to ongoing litigation, $18 million of costs related to the sale of the SMG Business that were incurred during 2016, and CEC was reimbursed $19 million in 2017 for amounts related to a joint venture development in Korea that were previously deemed uncollectible and written off in 2015;
|
◦
|
partially offset by accrued exit fees of $26 million for amounts payable to NV Energy (see Note 11) and a $19 million increase in demolition costs for ongoing renovations.
|
•
|
These decreases were partially offset by a $25 million increase in depreciation expense that was accelerated in 2017 compared with 2016 due to the removal and replacement of certain assets in connection with ongoing property renovation projects primarily at certain properties in our Las Vegas region.
|
Other Factors Affecting Net Income/(Loss) - Consolidated
|
|||||||||||||||||||||||||
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
Fav/(Unfav)
|
|
Fav/(Unfav)
|
||||||||||||||||
Interest expense
|
$
|
(1,346
|
)
|
|
$
|
(773
|
)
|
|
$
|
(599
|
)
|
|
$
|
(573
|
)
|
|
(74.1
|
)%
|
|
$
|
(174
|
)
|
|
(29.0
|
)%
|
Gain on deconsolidation of subsidiaries
|
—
|
|
|
31
|
|
|
—
|
|
|
(31
|
)
|
|
(100.0
|
)%
|
|
31
|
|
|
*
|
|
|||||
Restructuring and support expenses
|
—
|
|
|
(2,028
|
)
|
|
(5,729
|
)
|
|
2,028
|
|
|
100.0
|
%
|
|
3,701
|
|
|
64.6
|
%
|
|||||
Loss on extinguishment of debt
|
(1
|
)
|
|
(232
|
)
|
|
—
|
|
|
231
|
|
|
99.6
|
%
|
|
(232
|
)
|
|
*
|
|
|||||
Other income/(loss)
|
791
|
|
|
95
|
|
|
(29
|
)
|
|
696
|
|
|
*
|
|
|
124
|
|
|
*
|
|
|||||
Income tax benefit/(provision)
|
121
|
|
|
1,995
|
|
|
(327
|
)
|
|
(1,874
|
)
|
|
(93.9
|
)%
|
|
2,322
|
|
|
*
|
|
|||||
Discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
3,380
|
|
|
—
|
|
|
*
|
|
|
(3,380
|
)
|
|
(100.0
|
)%
|
*
|
Not meaningful.
|
•
|
A $184 million decrease in interest expense resulting from lower interest rates due to the refinancing of debt as well as repayment of loans in 2017 and a $12 million decrease in other interest expense.
|
•
|
These decreases was partially offset by an increase of $75 million in interest expense related to the Harrah’s Las Vegas lease agreement with VICI and $14 million of interest expense for Octavius Tower related to CEOC LLC’s lease agreements with VICI, which are accounted for as a failed sale-leaseback financing obligations, and $40 million in interest expense recognized for the $1.1 billion aggregate principal amount of 5.00% convertible senior notes maturing in 2024 (the “CEC Convertible Notes”), which were not outstanding until the fourth quarter of 2017.
|
•
|
A $64 million decrease at CRC primarily due to the refinancing of the previously outstanding Caesars Growth Properties Holdings, LLC (“CGPH”) and Caesars Entertainment Resort Properties, LLC (“CERP”) debt which reduced the interest rate margins in the second quarter of 2017 as well as repayment of the CERP, CGPH and Cromwell loans during the year; and
|
•
|
A $12 million decrease in interest expense related to the Horseshoe Baltimore debt resulting from the deconsolidation of Horseshoe Baltimore in August 2017.
|
•
|
These decreases were mostly offset by $24 million in interest expense recognized related to the CRC Term Loan and CRC Notes, $13 million in interest expense recognized for the CEC Convertible Notes, $12 million in interest expense recognized for the CEOC LLC Term Loan, $6 million in interest expense recognized for the Chester Downs Senior Secured Notes and an increase of $6 million in other interest expense. See Note 12 for defined terms.
|
Reconciliation of Adjusted EBITDA
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income/(loss) attributable to Caesars
|
$
|
303
|
|
|
$
|
(368
|
)
|
|
$
|
(3,049
|
)
|
Net income/(loss) attributable to noncontrolling interests
|
1
|
|
|
(7
|
)
|
|
(29
|
)
|
|||
Discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(3,380
|
)
|
|||
Income tax (benefit)/provision
|
(121
|
)
|
|
(1,995
|
)
|
|
327
|
|
|||
Gain on deconsolidation of subsidiaries
|
—
|
|
|
(31
|
)
|
|
—
|
|
|||
Restructuring and support expenses
|
—
|
|
|
2,028
|
|
|
5,729
|
|
|||
Loss on extinguishment of debt
|
1
|
|
|
232
|
|
|
—
|
|
|||
Other (income)/loss (1)
|
(791
|
)
|
|
(95
|
)
|
|
29
|
|
|||
Interest expense
|
1,346
|
|
|
773
|
|
|
599
|
|
|||
Depreciation and amortization
|
1,145
|
|
|
626
|
|
|
439
|
|
|||
Impairment of goodwill
|
43
|
|
|
—
|
|
|
—
|
|
|||
Impairment of tangible and other intangible assets
|
35
|
|
|
—
|
|
|
—
|
|
|||
Other operating costs (2)
|
155
|
|
|
65
|
|
|
91
|
|
|||
CIE stock-based compensation
|
—
|
|
|
—
|
|
|
189
|
|
|||
Stock-based compensation expense
|
79
|
|
|
43
|
|
|
43
|
|
|||
Other items (3)
|
112
|
|
|
90
|
|
|
81
|
|
|||
Adjusted EBITDA
|
$
|
2,308
|
|
|
$
|
1,361
|
|
|
$
|
1,069
|
|
(1)
|
Amounts include changes in fair value of the derivative liability related to the conversion option of the CEC Convertible Notes and the disputed claims liability as well as interest and dividend income.
|
(2)
|
Amounts primarily represent costs incurred in connection with development activities and reorganization activities, and/or recoveries associated with such items, including acquisition and integration costs, contract exit fees including exiting the fully bundled sales system of NV Energy for electric service at our Nevada properties, lease termination costs, gains and losses on asset sales, weather related property closure costs, demolition costs primarily at our Las Vegas properties for renovations, and project opening costs.
|
(3)
|
Amounts include other add-backs and deductions to arrive at Adjusted EBITDA but not separately identified such as professional and consulting services, sign-on and retention bonuses, business optimization expenses for IT transformation, severance and relocation costs, litigation awards and settlements, permit remediation costs, and costs associated with CEOC’s restructuring and related litigation.
|
Segment Adjusted EBITDA (1)
|
|||||||||||||||||||||||||
|
Years Ended December 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
Fav/(Unfav)
|
|
Fav/(Unfav)
|
||||||||||||||||
Las Vegas
|
$
|
1,362
|
|
|
$
|
1,007
|
|
|
$
|
881
|
|
|
$
|
355
|
|
|
35.3
|
%
|
|
$
|
126
|
|
|
14.3
|
%
|
Other U.S.
|
1,014
|
|
|
398
|
|
|
259
|
|
|
616
|
|
|
154.8
|
%
|
|
139
|
|
|
53.7
|
%
|
|||||
All Other
|
(68
|
)
|
|
(44
|
)
|
|
(71
|
)
|
|
(24
|
)
|
|
(54.5
|
)%
|
|
27
|
|
|
38.0
|
%
|
|||||
Adjusted EBITDA
|
$
|
2,308
|
|
|
$
|
1,361
|
|
|
$
|
1,069
|
|
|
$
|
947
|
|
|
69.6
|
%
|
|
$
|
292
|
|
|
27.3
|
%
|
(1)
|
See reconciliation of Net income/(loss) to Adjusted EBITDA by segment in Note 21.
|
Summary of Cash and Revolver Capacity
|
|||||||||||||||
|
December 31, 2018
|
||||||||||||||
(In millions)
|
CRC
|
|
CEOC LLC
|
|
Other
|
|
Caesars
|
||||||||
Cash and cash equivalents
|
$
|
322
|
|
|
$
|
517
|
|
|
$
|
652
|
|
|
$
|
1,491
|
|
Revolver capacity
|
1,000
|
|
|
200
|
|
|
—
|
|
|
1,200
|
|
||||
Revolver capacity drawn or committed to letters of credit
|
(136
|
)
|
|
(39
|
)
|
|
—
|
|
|
(175
|
)
|
||||
Total
|
$
|
1,186
|
|
|
$
|
678
|
|
|
$
|
652
|
|
|
$
|
2,516
|
|
Financing Activities
|
|||||||||||||||||||||||||||
|
Years Ended December 31,
|
|
|
|
|
||||||||||||||||||||||
(In millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Annual maturities of long-term debt
|
$
|
164
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
8,655
|
|
|
$
|
9,075
|
|
Estimated interest payments
|
480
|
|
|
470
|
|
|
470
|
|
|
460
|
|
|
450
|
|
|
540
|
|
|
2,870
|
|
|||||||
Total debt service payments (1)
|
644
|
|
|
534
|
|
|
534
|
|
|
524
|
|
|
514
|
|
|
9,195
|
|
|
11,945
|
|
|||||||
Financing obligations - principal
|
15
|
|
|
18
|
|
|
20
|
|
|
22
|
|
|
26
|
|
|
8,400
|
|
|
8,501
|
|
|||||||
Financing obligations - interest
|
738
|
|
|
791
|
|
|
802
|
|
|
814
|
|
|
829
|
|
|
25,933
|
|
|
29,907
|
|
|||||||
Total financing obligation payments (2)
|
753
|
|
|
809
|
|
|
822
|
|
|
836
|
|
|
855
|
|
|
34,333
|
|
|
38,408
|
|
|||||||
Total financing activities
|
$
|
1,397
|
|
|
$
|
1,343
|
|
|
$
|
1,356
|
|
|
$
|
1,360
|
|
|
$
|
1,369
|
|
|
$
|
43,528
|
|
|
$
|
50,353
|
|
(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 London Interbank Offered Rate (“LIBOR”) curve and include the estimated impact of the ten interest rate swap agreements (see Note 8). Actual payments may differ from these estimates.
|
(2)
|
Financing obligation principal and interest payments are estimated amounts based on the future minimum lease payments and certain estimates based on contingent rental payments (as described below under Lease-Related Obligations). Actual payments may differ from the estimates.
|
(1)
|
Maintenance capital expenditures include room renovations as well as information technology, marketing, analytics, accounting, payroll, and other projects that benefit the operating structures.
|
(2)
|
Development capital expenditures include projects such as CAESARS FORUM, the casino resort project in Incheon, South Korea, Centaur integration costs, and Sportsbooks in various states.
|
•
|
Hotel remodeling projects at Harrah’s Las Vegas, Paris Las Vegas, Harrah’s Atlantic City, and Horseshoe South Indiana; and
|
•
|
Information technology, marketing, analytics, accounting, payroll, and other projects that benefit the operating structures.
|
•
|
Development of CAESARS FORUM and Sportsbooks in various states; and
|
•
|
Development of a casino resort project in Incheon, South Korea through a joint venture.
|
•
|
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.
|
|
Payments due by Period (1)
|
||||||||||||||||||
(In millions)
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
After
5 years
|
||||||||||
Debt, face value
|
$
|
9,075
|
|
|
$
|
164
|
|
|
$
|
128
|
|
|
$
|
128
|
|
|
$
|
8,655
|
|
Estimated interest payments (2)
|
2,870
|
|
|
480
|
|
|
940
|
|
|
910
|
|
|
540
|
|
|||||
Financing obligations - principal
|
8,501
|
|
|
15
|
|
|
38
|
|
|
48
|
|
|
8,400
|
|
|||||
Financing obligations - interest
|
29,907
|
|
|
738
|
|
|
1,593
|
|
|
1,643
|
|
|
25,933
|
|
|||||
Golf course use obligations
|
682
|
|
|
14
|
|
|
30
|
|
|
31
|
|
|
607
|
|
|||||
Operating lease obligations
|
1,279
|
|
|
82
|
|
|
127
|
|
|
104
|
|
|
966
|
|
|||||
Purchase order obligations
|
946
|
|
|
592
|
|
|
322
|
|
|
23
|
|
|
9
|
|
|||||
Sports sponsorship and partnership obligations
|
177
|
|
|
25
|
|
|
66
|
|
|
19
|
|
|
67
|
|
|||||
Construction commitments
|
323
|
|
|
253
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|||||
Community reinvestment
|
31
|
|
|
6
|
|
|
12
|
|
|
12
|
|
|
1
|
|
|||||
Entertainment obligations (3)
|
4
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Other contractual obligations (4)
|
218
|
|
|
36
|
|
|
63
|
|
|
52
|
|
|
67
|
|
|||||
Total contractual obligations (5)
|
$
|
54,013
|
|
|
$
|
2,408
|
|
|
$
|
3,390
|
|
|
$
|
2,970
|
|
|
$
|
45,245
|
|
(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 LIBOR curve available as of December 31, 2018. Estimated interest includes the estimated impact of the ten interest rate swap agreements (see Note 8). Actual payments may differ from these estimates.
|
(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.
|
(5)
|
Contractual obligations do not include amounts that we have not yet incurred under the CEOC LLC and Harrah’s Las Vegas leases. Under the CEOC LLC leases, we are required to spend an amount equal to at least 1% of CEOC LLC’s net revenue for the prior lease year and $845 million for every three-year period. Under the Harrah’s Las Vegas lease, we are required to spend $171 million in capital expenditures for the period from January 1, 2017 through December 31, 2021, and thereafter, spend an amount equal to at least 1% of Harrah’s Las Vegas net revenue for the prior lease year.
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Expected Maturity Date
|
|
|
|
|
||||||||||||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2,827
|
|
|
$
|
2,837
|
|
|
$
|
2,530
|
|
Average interest rate
|
|
5.4
|
%
|
|
5.4
|
%
|
|
5.4
|
%
|
|
5.4
|
%
|
|
5.2
|
%
|
|
5.9
|
%
|
|
5.5
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
162
|
|
|
$
|
62
|
|
|
$
|
62
|
|
|
$
|
62
|
|
|
$
|
62
|
|
|
$
|
5,828
|
|
|
$
|
6,238
|
|
|
$
|
5,997
|
|
Average interest rate
|
|
5.4
|
%
|
|
5.1
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.1
|
%
|
|
5.3
|
%
|
|
5.1
|
%
|
|
|
|||||||||
Interest Rate Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable to fixed (1)
|
|
$
|
—
|
|
|
$
|
700
|
|
|
$
|
1,050
|
|
|
$
|
1,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
Average pay rate
|
|
2.6
|
%
|
|
2.6
|
%
|
|
2.7
|
%
|
|
2.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.7
|
%
|
|
|
|||||||||
Average receive rate
|
|
2.6
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.4
|
%
|
|
|
(1)
|
These amounts represent the interest rate swap notional amounts that mature at the end of each respective year. See Note 8 for additional information.
|
.
|
Financial Statements and Supplementary Data
|
|
As of December 31,
|
||||||
(In millions, except par value)
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents ($14 and $58 attributable to our VIEs)
|
$
|
1,491
|
|
|
$
|
2,558
|
|
Restricted cash
|
115
|
|
|
116
|
|
||
Receivables, net
|
457
|
|
|
494
|
|
||
Due from affiliates, net
|
6
|
|
|
11
|
|
||
Prepayments and other current assets ($6 and $2 attributable to our VIEs)
|
155
|
|
|
239
|
|
||
Inventories
|
41
|
|
|
39
|
|
||
Total current assets
|
2,265
|
|
|
3,457
|
|
||
Property and equipment, net ($137 and $57 attributable to our VIEs)
|
16,045
|
|
|
16,154
|
|
||
Goodwill
|
4,044
|
|
|
3,815
|
|
||
Intangible assets other than goodwill
|
2,977
|
|
|
1,609
|
|
||
Restricted cash
|
51
|
|
|
35
|
|
||
Deferred income taxes
|
10
|
|
|
2
|
|
||
Deferred charges and other assets ($35 and $0 attributable to our VIEs)
|
383
|
|
|
364
|
|
||
Total assets
|
$
|
25,775
|
|
|
$
|
25,436
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable ($41 and $3 attributable to our VIEs)
|
$
|
399
|
|
|
$
|
318
|
|
Accrued expenses and other current liabilities ($1 and $0 attributable to our VIEs)
|
1,217
|
|
|
1,326
|
|
||
Interest payable
|
56
|
|
|
38
|
|
||
Contract liabilities
|
144
|
|
|
129
|
|
||
Current portion of financing obligations
|
20
|
|
|
9
|
|
||
Current portion of long-term debt
|
164
|
|
|
64
|
|
||
Total current liabilities
|
2,000
|
|
|
1,884
|
|
||
Financing obligations
|
10,057
|
|
|
9,355
|
|
||
Long-term debt
|
8,801
|
|
|
8,849
|
|
||
Deferred income taxes
|
730
|
|
|
577
|
|
||
Deferred credits and other liabilities ($5 and $0 attributable to our VIEs)
|
849
|
|
|
1,474
|
|
||
Total liabilities
|
22,437
|
|
|
22,139
|
|
||
Commitments and contingencies (See Note 11)
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
||||
Common stock: voting, $0.01 par value, 670 and 696 shares issued, respectively
|
7
|
|
|
7
|
|
||
Treasury stock: 46 and 12 shares, respectively
|
(485
|
)
|
|
(152
|
)
|
||
Additional paid-in capital
|
14,124
|
|
|
14,040
|
|
||
Accumulated deficit
|
(10,372
|
)
|
|
(10,675
|
)
|
||
Accumulated other comprehensive income/(loss)
|
(24
|
)
|
|
6
|
|
||
Total Caesars stockholders’ equity
|
3,250
|
|
|
3,226
|
|
||
Noncontrolling interests
|
88
|
|
|
71
|
|
||
Total stockholders’ equity
|
3,338
|
|
|
3,297
|
|
||
Total liabilities and stockholders’ equity
|
$
|
25,775
|
|
|
$
|
25,436
|
|
|
Years Ended December 31,
|
||||||||||
(In millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
Casino
|
$
|
4,247
|
|
|
$
|
2,168
|
|
|
$
|
1,608
|
|
Food and beverage
|
1,574
|
|
|
982
|
|
|
822
|
|
|||
Rooms
|
1,519
|
|
|
1,074
|
|
|
950
|
|
|||
Other revenue
|
789
|
|
|
584
|
|
|
497
|
|
|||
Management fees
|
60
|
|
|
12
|
|
|
—
|
|
|||
Reimbursed management costs
|
202
|
|
|
48
|
|
|
—
|
|
|||
Net revenues
|
8,391
|
|
|
4,868
|
|
|
3,877
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Direct
|
|
|
|
|
|
||||||
Casino
|
2,393
|
|
|
1,213
|
|
|
890
|
|
|||
Food and beverage
|
1,106
|
|
|
693
|
|
|
572
|
|
|||
Rooms
|
480
|
|
|
360
|
|
|
318
|
|
|||
Property, general, administrative, and other
|
1,761
|
|
|
1,124
|
|
|
1,147
|
|
|||
Reimbursable management costs
|
202
|
|
|
48
|
|
|
—
|
|
|||
Depreciation and amortization
|
1,145
|
|
|
626
|
|
|
439
|
|
|||
Impairment of goodwill
|
43
|
|
|
—
|
|
|
—
|
|
|||
Impairment of tangible and other intangible assets
|
35
|
|
|
—
|
|
|
—
|
|
|||
Corporate expense
|
332
|
|
|
202
|
|
|
194
|
|
|||
Other operating costs
|
155
|
|
|
65
|
|
|
91
|
|
|||
Total operating expenses
|
7,652
|
|
|
4,331
|
|
|
3,651
|
|
|||
Income from operations
|
739
|
|
|
537
|
|
|
226
|
|
|||
Interest expense
|
(1,346
|
)
|
|
(773
|
)
|
|
(599
|
)
|
|||
Gain on deconsolidation of subsidiaries
|
—
|
|
|
31
|
|
|
—
|
|
|||
Restructuring and support expenses
|
—
|
|
|
(2,028
|
)
|
|
(5,729
|
)
|
|||
Loss on extinguishment of debt
|
(1
|
)
|
|
(232
|
)
|
|
—
|
|
|||
Other income/(loss)
|
791
|
|
|
95
|
|
|
(29
|
)
|
|||
Income/(loss) from continuing operations before income taxes
|
183
|
|
|
(2,370
|
)
|
|
(6,131
|
)
|
|||
Income tax benefit/(provision)
|
121
|
|
|
1,995
|
|
|
(327
|
)
|
|||
Income/(loss) from continuing operations, net of income taxes
|
304
|
|
|
(375
|
)
|
|
(6,458
|
)
|
|||
Discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
3,380
|
|
|||
Net income/(loss)
|
304
|
|
|
(375
|
)
|
|
(3,078
|
)
|
|||
Net (income)/loss attributable to noncontrolling interests
|
(1
|
)
|
|
7
|
|
|
29
|
|
|||
Net income/(loss) attributable to Caesars
|
$
|
303
|
|
|
$
|
(368
|
)
|
|
$
|
(3,049
|
)
|
Earnings/(loss) per share - basic and diluted
|
|
|
|
|
|
||||||
Basic earnings/(loss) per share from continuing operations
|
$
|
0.44
|
|
|
$
|
(1.32
|
)
|
|
$
|
(43.96
|
)
|
Basic earnings per share from discontinued operations
|
—
|
|
|
—
|
|
|
23.11
|
|
|||
Basic earnings/(loss) per share
|
$
|
0.44
|
|
|
$
|
(1.32
|
)
|
|
$
|
(20.85
|
)
|
Diluted earnings/(loss) per share from continuing operations
|
$
|
0.41
|
|
|
$
|
(1.32
|
)
|
|
$
|
(43.96
|
)
|
Diluted earnings per share from discontinued operations
|
—
|
|
|
—
|
|
|
23.11
|
|
|||
Diluted earnings/(loss) per share
|
$
|
0.41
|
|
|
$
|
(1.32
|
)
|
|
$
|
(20.85
|
)
|
Weighted-average common shares outstanding - basic
|
686
|
|
|
279
|
|
|
146
|
|
|||
Weighted-average common shares outstanding - diluted
|
841
|
|
|
279
|
|
|
146
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income/(loss)
|
$
|
304
|
|
|
$
|
(375
|
)
|
|
$
|
(3,078
|
)
|
Foreign currency translation adjustments
|
(22
|
)
|
|
9
|
|
|
—
|
|
|||
Change in fair market value of interest rate swaps, net of tax
|
(13
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
1
|
|
|
(3
|
)
|
|
(2
|
)
|
|||
Other comprehensive income/(loss), net of income taxes
|
(34
|
)
|
|
6
|
|
|
(2
|
)
|
|||
Comprehensive income/(loss)
|
270
|
|
|
(369
|
)
|
|
(3,080
|
)
|
|||
Amounts attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net (income)/loss attributable to noncontrolling interests
|
(1
|
)
|
|
7
|
|
|
29
|
|
|||
Foreign currency translation adjustments
|
4
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
3
|
|
|
7
|
|
|
29
|
|
|||
Comprehensive income/(loss) attributable to Caesars
|
$
|
273
|
|
|
$
|
(362
|
)
|
|
$
|
(3,051
|
)
|
|
Caesars Stockholders’ Equity/(Deficit)
|
|
|
|
|
||||||||||||||||||||||||||
|
|
|
|
|
Additional
Paid-in- Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Income/(Loss) |
|
Total Caesars Stockholders’ Equity/(Deficit)
|
|
Non
controlling Interests |
|
Total Equity/(Deficit)
|
||||||||||||||||
(In millions)
|
Common Stock
|
|
Treasury Stock
|
|
|||||||||||||||||||||||||||
Balance at January 1, 2016
|
$
|
1
|
|
|
$
|
(22
|
)
|
|
$
|
9,239
|
|
|
$
|
(7,257
|
)
|
|
$
|
1
|
|
|
$
|
1,962
|
|
|
$
|
80
|
|
|
$
|
2,042
|
|
Cumulative effect adjustment share-based compensation (1)
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,049
|
)
|
|
—
|
|
|
(3,049
|
)
|
|
(29
|
)
|
|
(3,078
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
||||||||
CIE stock transactions, net
|
—
|
|
|
—
|
|
|
(626
|
)
|
|
—
|
|
|
—
|
|
|
(626
|
)
|
|
(3
|
)
|
|
(629
|
)
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
Change in noncontrolling interest, net of distributions and contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||||||
Other
|
—
|
|
|
(7
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Balance as of December 31, 2016
|
1
|
|
|
(29
|
)
|
|
8,676
|
|
|
(10,307
|
)
|
|
(1
|
)
|
|
(1,660
|
)
|
|
53
|
|
|
(1,607
|
)
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(368
|
)
|
|
—
|
|
|
(368
|
)
|
|
(7
|
)
|
|
(375
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
(9
|
)
|
|
53
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
||||||||
Bankruptcy emergence and acquisition of OpCo (2)
|
4
|
|
|
(114
|
)
|
|
5,321
|
|
|
—
|
|
|
—
|
|
|
5,211
|
|
|
(35
|
)
|
|
5,176
|
|
||||||||
CAC Merger (2)
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Consolidation of Korea Joint Venture (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
57
|
|
|
58
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||||
Change in noncontrolling interest, net of distributions and contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||||
Balance as of December 31, 2017
|
7
|
|
|
(152
|
)
|
|
14,040
|
|
|
(10,675
|
)
|
|
6
|
|
|
3,226
|
|
|
71
|
|
|
3,297
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
303
|
|
|
—
|
|
|
303
|
|
|
1
|
|
|
304
|
|
||||||||
Stock-based compensation
|
—
|
|
|
(22
|
)
|
|
84
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
(311
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(311
|
)
|
|
—
|
|
|
(311
|
)
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
(4
|
)
|
|
(34
|
)
|
||||||||
Change in noncontrolling interest, net of distributions and contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
||||||||
Balance as of December 31, 2018
|
$
|
7
|
|
|
$
|
(485
|
)
|
|
$
|
14,124
|
|
|
$
|
(10,372
|
)
|
|
$
|
(24
|
)
|
|
$
|
3,250
|
|
|
$
|
88
|
|
|
$
|
3,338
|
|
(1)
|
Adoption of Accounting Standards Update No. 2016-09, Compensation-Stock Compensation.
|
(2)
|
See Note 1.
|
(3)
|
See Note 2.
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
304
|
|
|
$
|
(375
|
)
|
|
$
|
(3,078
|
)
|
Adjustments to reconcile net income/(loss) to cash flows from operating activities:
|
|
|
|
|
|
||||||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
(3,380
|
)
|
|||
Non-cash change in restructuring accrual
|
—
|
|
|
2,065
|
|
|
3,667
|
|
|||
Interest accrued on financing obligations
|
142
|
|
|
27
|
|
|
—
|
|
|||
Deferred income taxes
|
(145
|
)
|
|
(1,858
|
)
|
|
(90
|
)
|
|||
Gain on deconsolidation of subsidiaries
|
—
|
|
|
(31
|
)
|
|
—
|
|
|||
Depreciation and amortization
|
1,145
|
|
|
626
|
|
|
439
|
|
|||
Loss on extinguishment of debt
|
1
|
|
|
232
|
|
|
—
|
|
|||
Change in fair value of derivative liability
|
(697
|
)
|
|
(64
|
)
|
|
—
|
|
|||
Stock-based compensation expense
|
79
|
|
|
43
|
|
|
232
|
|
|||
Amortization of deferred finance costs and debt discount/premium
|
15
|
|
|
26
|
|
|
24
|
|
|||
Provision for doubtful accounts
|
21
|
|
|
8
|
|
|
11
|
|
|||
Impairment of goodwill
|
43
|
|
|
—
|
|
|
—
|
|
|||
Impairment of intangible and tangible assets
|
35
|
|
|
—
|
|
|
—
|
|
|||
Other non-cash adjustments to net income/(loss)
|
(28
|
)
|
|
32
|
|
|
23
|
|
|||
Net changes in:
|
|
|
|
|
|
||||||
Accounts receivable
|
14
|
|
|
(75
|
)
|
|
(28
|
)
|
|||
Due from affiliates, net
|
5
|
|
|
(55
|
)
|
|
19
|
|
|||
Inventories, prepayments and other current assets
|
76
|
|
|
64
|
|
|
9
|
|
|||
Deferred charges and other assets
|
(69
|
)
|
|
(26
|
)
|
|
—
|
|
|||
Accounts payable
|
(78
|
)
|
|
(4
|
)
|
|
39
|
|
|||
Interest payable
|
19
|
|
|
(35
|
)
|
|
(64
|
)
|
|||
Accrued expenses
|
(101
|
)
|
|
15
|
|
|
87
|
|
|||
Contract liabilities
|
18
|
|
|
3
|
|
|
(1
|
)
|
|||
Restructuring accruals
|
—
|
|
|
(2,880
|
)
|
|
2,029
|
|
|||
Deferred credits and other liabilities
|
(6
|
)
|
|
(63
|
)
|
|
104
|
|
|||
Other
|
(7
|
)
|
|
2
|
|
|
—
|
|
|||
Cash flows provided by/(used in) operating activities
|
786
|
|
|
(2,323
|
)
|
|
42
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash and restricted cash acquired
|
(1,578
|
)
|
|
561
|
|
|
—
|
|
|||
Acquisition of property and equipment, net of change in related payables
|
(565
|
)
|
|
(598
|
)
|
|
(220
|
)
|
|||
Deconsolidation of subsidiary cash
|
—
|
|
|
(57
|
)
|
|
—
|
|
|||
Consolidation of Korea Joint Venture
|
—
|
|
|
19
|
|
|
—
|
|
|||
Payments to acquire certain gaming rights
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||
Payments to acquire investments
|
(22
|
)
|
|
(12
|
)
|
|
(23
|
)
|
|||
Proceeds from the sale and maturity of investments
|
43
|
|
|
33
|
|
|
46
|
|
|||
Return of investment from discontinued operations
|
—
|
|
|
—
|
|
|
132
|
|
|||
Contributions to discontinued operations
|
—
|
|
|
—
|
|
|
(56
|
)
|
|||
Other
|
7
|
|
|
(1
|
)
|
|
—
|
|
|||
Cash flows used in investing activities
|
(2,135
|
)
|
|
(55
|
)
|
|
(121
|
)
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from long-term debt and revolving credit facilities
|
1,167
|
|
|
7,550
|
|
|
120
|
|
|||
Debt issuance and extension costs and fees
|
(5
|
)
|
|
(288
|
)
|
|
—
|
|
|||
Repayments of long-term debt and revolving credit facilities
|
(1,130
|
)
|
|
(7,846
|
)
|
|
(268
|
)
|
|||
Proceeds from sale-leaseback financing arrangement
|
745
|
|
|
1,136
|
|
|
—
|
|
|||
Proceeds from the issuance of common stock
|
6
|
|
|
11
|
|
|
6
|
|
|||
Repurchase of common stock
|
(311
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of CIE shares and distribution of sale proceeds
|
—
|
|
|
(63
|
)
|
|
(1,126
|
)
|
|||
Taxes paid related to net share settlement of equity awards
|
(22
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|||
Financing obligation payments
|
(173
|
)
|
|
(54
|
)
|
|
—
|
|
|||
Contributions from noncontrolling interest owners
|
20
|
|
|
—
|
|
|
15
|
|
|||
Distributions to noncontrolling interest owners
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||
Cash flows provided by/(used in) financing activities
|
297
|
|
|
429
|
|
|
(1,260
|
)
|
|||
Cash flows from discontinued operations
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
—
|
|
|
—
|
|
|
168
|
|
|||
Cash flows from investing activities
|
—
|
|
|
—
|
|
|
4,379
|
|
|||
Cash flows from financing activities
|
—
|
|
|
—
|
|
|
(76
|
)
|
|||
Net cash from discontinued operations
|
—
|
|
|
—
|
|
|
4,471
|
|
|||
|
|
|
|
|
|
||||||
Change in cash, cash equivalents, and restricted cash classified as assets held for sale
|
—
|
|
|
—
|
|
|
112
|
|
|||
|
|
|
|
|
|
||||||
Net increase/(decrease) in cash, cash equivalents, and restricted cash
|
(1,052
|
)
|
|
(1,949
|
)
|
|
3,244
|
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
2,709
|
|
|
4,658
|
|
|
1,414
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
1,657
|
|
|
$
|
2,709
|
|
|
$
|
4,658
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
1,169
|
|
|
$
|
749
|
|
|
$
|
634
|
|
Cash paid for income taxes
|
8
|
|
|
7
|
|
|
305
|
|
|||
Non-Cash Settlement of Accrued Restructuring and Support Expenses
|
|
|
|
|
|
||||||
Issuance of convertible notes and call right
|
—
|
|
|
2,349
|
|
|
—
|
|
|||
Issuance of CEC common stock
|
—
|
|
|
3,435
|
|
|
—
|
|
|||
Other non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Change in accrued capital expenditures
|
149
|
|
|
(6
|
)
|
|
14
|
|
|||
Deferred consideration for acquisition of Centaur
|
66
|
|
|
—
|
|
|
—
|
|
Reconciliation to Statements of Cash Flows
|
|||||||
|
As of December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
1,491
|
|
|
$
|
2,558
|
|
Restricted cash, current
|
115
|
|
|
116
|
|
||
Restricted cash, non-current
|
51
|
|
|
35
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
1,657
|
|
|
$
|
2,709
|
|
(1)
|
Deferred consideration is payable in an installment of $25 million on the second anniversary of the Centaur Closing Date and $50 million on the third anniversary of the Centaur Closing Date with prepayments and right of setoff permitted, subject to the terms and conditions of the Unit Purchase Agreement. $66 million represents the present value of future expected cash flows.
|
(In millions)
|
Fair Value
|
|
Weighted-Average
Useful Life (years)
|
||
Assets acquired:
|
|
|
|
||
Cash and cash equivalents
|
$
|
39
|
|
|
|
Receivables, net
|
2
|
|
|
|
|
Other current assets
|
26
|
|
|
|
|
Property and equipment
|
297
|
|
|
|
|
Intangible assets other than goodwill
|
|
|
|
||
Trade names and trademarks
|
14
|
|
|
2.5
|
|
Gaming rights (1)
|
1,390
|
|
|
|
|
Customer relationships
|
41
|
|
|
15.0
|
|
Total assets
|
1,809
|
|
|
|
|
|
|
|
|
||
Liabilities assumed:
|
|
|
|
||
Current liabilities
|
(92
|
)
|
|
|
|
Deferred income taxes
|
(290
|
)
|
|
|
|
Total liabilities
|
(382
|
)
|
|
|
|
Net identifiable assets acquired
|
1,427
|
|
|
|
|
Goodwill
|
275
|
|
|
|
|
Total Centaur equity value
|
$
|
1,702
|
|
|
|
(1)
|
Indefinite-lived intangible assets.
|
|
(Unaudited)
|
||||||
|
Years Ended December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Net revenues
|
$
|
8,663
|
|
|
$
|
5,357
|
|
Net income/(loss) attributable to Caesars
|
166
|
|
|
(117
|
)
|
(In millions)
|
|
||
Cash
|
$
|
700
|
|
CEC common stock (1)
|
1,774
|
|
|
Total cash and stock consideration
|
2,474
|
|
|
Settlement of pre-existing relationships
|
252
|
|
|
Total OpCo equity value
|
$
|
2,726
|
|
(1)
|
Approximately 139 million shares of CEC common stock issued at the Effective Date closing stock price of $12.80.
|
(In millions)
|
Fair Value
|
|
Weighted-Average
Useful Life (years)
|
||
Assets acquired:
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,239
|
|
|
|
Receivables, net
|
266
|
|
|
|
|
Other current assets
|
200
|
|
|
|
|
Property and equipment
|
8,943
|
|
|
35.0
|
|
Intangible assets other than goodwill
|
|
|
|
||
Trade names and trademarks (1)
|
664
|
|
|
|
|
Gaming rights (1)
|
207
|
|
|
|
|
Caesars Rewards (1)
|
253
|
|
|
|
|
Customer relationships
|
137
|
|
|
14.8
|
|
Other non-current assets
|
180
|
|
|
|
|
Total assets
|
12,089
|
|
|
|
|
|
|
|
|
||
Liabilities assumed:
|
|
|
|
||
Current liabilities
|
(765
|
)
|
|
|
|
Long-term debt
|
(1,607
|
)
|
|
|
|
Financing obligations
|
(8,310
|
)
|
|
|
|
Deferred income taxes
|
(568
|
)
|
|
|
|
Deferred credits and other liabilities
|
(361
|
)
|
|
|
|
Total liabilities
|
(11,611
|
)
|
|
|
|
Noncontrolling interest
|
41
|
|
|
|
|
Net identifiable assets acquired
|
519
|
|
|
|
|
Goodwill
|
2,207
|
|
|
|
|
Total OpCo equity value
|
$
|
2,726
|
|
|
|
(1)
|
Indefinite-lived intangible assets.
|
Acquired Markers Accretable Yield
|
|||||||
(In millions)
|
2018
|
|
2017
|
||||
Balance as of January 1 and October 6, respectively
|
$
|
6
|
|
|
$
|
8
|
|
Accretion
|
(3
|
)
|
|
(2
|
)
|
||
Balance as of December 31
|
$
|
3
|
|
|
$
|
6
|
|
•
|
Depreciation and interest expense recognized related to the failed sale-leaseback financing obligations associated with the real estate assets and the financing obligation associated with the Golf Course Properties that were sold to VICI and leased back by CEOC LLC; and
|
•
|
Interest expense related to the issuance of the CEOC LLC Term Loan, the CEOC LLC Revolving Credit Facility, and the CEC Convertible Notes (see Note 12 for additional information).
|
|
(Unaudited)
|
||||||
|
Years Ended December 31,
|
||||||
(In millions, except per share data)
|
2017
|
|
2016
|
||||
Net revenues
|
$
|
8,349
|
|
|
$
|
8,529
|
|
Net income/(loss) attributable to Caesars
|
6,401
|
|
|
(2,570
|
)
|
Summary of Merger as of October 6, 2017
|
|||
(In millions)
|
Total Value
|
||
Assets acquired
|
$
|
152
|
|
Liabilities assumed
|
(96
|
)
|
|
Acquisition of noncontrolling interest in CGP from CAC
|
1,751
|
|
|
Net book value
|
$
|
1,807
|
|
•
|
ASU 2014-09, Revenue from Contracts with Customers (see Note 15).
|
•
|
ASU 2016-16, Income Taxes (see Note 18).
|
•
|
ASU 2018-09, Codification Improvements.
|
•
|
ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.
|
•
|
ASU 2018-04, Investments — Debt Securities (Topic 320) and Regulated Operations (Topic 980): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 117 and SEC Release No. 33-9273.
|
•
|
ASU 2017-09, Compensation - Stock Compensation.
|
•
|
ASU 2017-01, Business Combinations.
|
•
|
ASU 2016-18, Statement of Cash Flows.
|
•
|
ASU 2016-01, Financial Instruments - Overall.
|
Useful Lives
|
||||
Land improvements
|
|
|
12
|
years
|
Buildings
|
5
|
to
|
40
|
years
|
Building and leasehold improvements
|
3
|
to
|
30
|
years
|
Riverboats and barges
|
|
|
30
|
years
|
Furniture, fixtures, and equipment
|
2.5
|
to
|
12
|
years
|
Property and Equipment, Net
|
|||||||
|
As of December 31,
|
||||||
(In millions)
|
2018
|
|
2017 (1)
|
||||
Land
|
$
|
4,871
|
|
|
$
|
4,857
|
|
Buildings, riverboats, and leasehold and land improvements
|
12,243
|
|
|
11,824
|
|
||
Furniture, fixtures, and equipment
|
1,563
|
|
|
1,277
|
|
||
Construction in progress
|
406
|
|
|
329
|
|
||
Total property and equipment
|
19,083
|
|
|
18,287
|
|
||
Less: accumulated depreciation
|
(3,038
|
)
|
|
(2,133
|
)
|
||
Total property and equipment, net
|
$
|
16,045
|
|
|
$
|
16,154
|
|
(1)
|
We reclassified $73 million in land improvements to Buildings, riverboats and leasehold and land improvements to align with our 2018 reporting presentation.
|
Depreciation Expense and Other Amortization Expense
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation expense (1)
|
$
|
1,074
|
|
|
$
|
555
|
|
|
$
|
369
|
|
Other amortization expense
|
3
|
|
|
4
|
|
|
5
|
|
(1)
|
Depreciation expense for 2018 includes accelerated depreciation of $83 million due to asset removal and replacement in connection with property renovations primarily at Flamingo Las Vegas, Harrah’s Atlantic City, Paris Las Vegas, Harrah’s Las Vegas and Bally’s Las Vegas compared with $80 million in 2017 primarily at Flamingo Las Vegas, Bally’s Las Vegas, Harrah’s Las Vegas, Harrah’s Laughlin, Planet Hollywood and Harrah’s New Orleans and $55 million in 2016 primarily at Planet Hollywood, Paris Las Vegas, Harrah’s Las Vegas and Flamingo Las Vegas.
|
Changes in Carrying Value of Goodwill by Segment
|
|||||||||||||||
(In millions)
|
Las Vegas
|
|
Other U.S.
|
|
All Other
|
|
CEC Total
|
||||||||
Gross Goodwill
|
|
|
|
|
|
|
|
||||||||
Balance as of January 1, 2017
|
$
|
4,410
|
|
|
$
|
650
|
|
|
$
|
—
|
|
|
$
|
5,060
|
|
OpCo acquisition (1)
|
1,794
|
|
|
352
|
|
|
61
|
|
|
2,207
|
|
||||
Balance as of December 31, 2017
|
6,204
|
|
|
1,002
|
|
|
61
|
|
|
7,267
|
|
||||
Accumulated Impairment
|
|
|
|
|
|
|
|
||||||||
Balance as of January 1, 2017 and December 31, 2017
|
(3,115
|
)
|
|
(337
|
)
|
|
—
|
|
|
(3,452
|
)
|
||||
Net carrying value, as of December 31, 2017 (2)
|
$
|
3,089
|
|
|
$
|
665
|
|
|
$
|
61
|
|
|
$
|
3,815
|
|
|
|
|
|
|
|
|
|
||||||||
Gross Goodwill
|
|
|
|
|
|
|
|
||||||||
Balance as of January 1, 2018
|
$
|
6,204
|
|
|
$
|
1,002
|
|
|
$
|
61
|
|
|
$
|
7,267
|
|
Centaur acquisition (1)
|
—
|
|
|
275
|
|
|
—
|
|
|
275
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Balance as of December 31, 2018
|
6,204
|
|
|
1,277
|
|
|
58
|
|
|
7,539
|
|
||||
Accumulated Impairment
|
|
|
|
|
|
|
|
||||||||
Balance as of January 1, 2018
|
(3,115
|
)
|
|
(337
|
)
|
|
—
|
|
|
(3,452
|
)
|
||||
Impairment
|
—
|
|
|
(17
|
)
|
|
(26
|
)
|
|
(43
|
)
|
||||
Balance as of December 31, 2018
|
(3,115
|
)
|
|
(354
|
)
|
|
(26
|
)
|
|
(3,495
|
)
|
||||
Net carrying value, as of December 31, 2018 (2)
|
$
|
3,089
|
|
|
$
|
923
|
|
|
$
|
32
|
|
|
$
|
4,044
|
|
(1)
|
See Note 4 for further details relating to the acquisitions of OpCo and Centaur.
|
(2)
|
$405 million of goodwill is associated with a reporting unit with zero or negative carrying value. As the reporting unit has a positive fair value, there was no impairment associated with this reporting unit.
|
Changes in Carrying Value of Intangible Assets Other than Goodwill
|
|||||||||||||||||||||||
|
Amortizing
|
|
Non-Amortizing
|
|
Total
|
||||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Balance as of January 1
|
$
|
355
|
|
|
$
|
285
|
|
|
$
|
1,254
|
|
|
$
|
148
|
|
|
$
|
1,609
|
|
|
$
|
433
|
|
Impairments (1)
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
||||||
Amortization expense
|
(68
|
)
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
(67
|
)
|
||||||
Deconsolidation of Horseshoe Baltimore (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
||||||
OpCo acquisition (3)
|
—
|
|
|
137
|
|
|
—
|
|
|
1,124
|
|
|
—
|
|
|
1,261
|
|
||||||
Centaur acquisition (3)
|
55
|
|
|
—
|
|
|
1,390
|
|
|
—
|
|
|
1,445
|
|
|
—
|
|
||||||
Other additions (4)
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
4
|
|
|
(8
|
)
|
|
4
|
|
||||||
Balance as of December 31
|
$
|
342
|
|
|
$
|
355
|
|
|
$
|
2,635
|
|
|
$
|
1,254
|
|
|
$
|
2,977
|
|
|
$
|
1,609
|
|
(1)
|
$12 million recognized in our Other U.S. segment and $9 million recognized in our All Other segment.
|
(2)
|
See Note 2 or further details relating to the deconsolidation of Horseshoe Baltimore.
|
(3)
|
See Note 4 for further details relating to the acquisitions of OpCo and Centaur.
|
(4)
|
Other additions of $20 million are related to gaming rights.
|
Gross Carrying Value and Accumulated Amortization of Intangible Assets Other than Goodwill
|
|||||||||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||
(Dollars in millions)
|
Weighted
Average Remaining Useful Life (in years) |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
Amortizing intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names and trademarks
|
2.3
|
|
$
|
14
|
|
|
$
|
(3
|
)
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Customer relationships
|
4.5
|
|
1,071
|
|
|
(756
|
)
|
|
315
|
|
|
1,030
|
|
|
(693
|
)
|
|
337
|
|
||||||
Contract rights
|
6.0
|
|
3
|
|
|
(2
|
)
|
|
1
|
|
|
3
|
|
|
(2
|
)
|
|
1
|
|
||||||
Gaming rights and other
|
5.5
|
|
43
|
|
|
(28
|
)
|
|
15
|
|
|
43
|
|
|
(26
|
)
|
|
17
|
|
||||||
|
|
|
$
|
1,131
|
|
|
$
|
(789
|
)
|
|
342
|
|
|
$
|
1,076
|
|
|
$
|
(721
|
)
|
|
355
|
|
||
Non-amortizing intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
790
|
|
|
|
|
|
|
790
|
|
|||||||||||||||
Gaming rights
|
|
1,592
|
|
|
|
|
|
|
|
211
|
|
||||||||||||||
Caesars Rewards
|
|
253
|
|
|
|
|
|
|
253
|
|
|||||||||||||||
|
|
2,635
|
|
|
|
|
|
|
|
1,254
|
|
||||||||||||||
Total intangible assets other than goodwill
|
|
$
|
2,977
|
|
|
|
|
|
|
$
|
1,609
|
|
Estimated Five-Year Amortization
|
|||||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||||
(In millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Estimated annual amortization expense
|
$
|
71
|
|
|
$
|
71
|
|
|
$
|
60
|
|
|
$
|
17
|
|
|
$
|
15
|
|
(In millions)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|||||||
Government bonds
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
Derivative instruments - interest rate swaps
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative instruments - interest rate swaps
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
Derivative instruments - CEC Convertible Notes
|
324
|
|
|
—
|
|
|
324
|
|
|
—
|
|
||||
Disputed claims liability
|
45
|
|
|
—
|
|
|
45
|
|
|
—
|
|
||||
Total liabilities at fair value
|
$
|
391
|
|
|
$
|
—
|
|
|
$
|
391
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|||||||
Equity securities
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government bonds
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
33
|
|
|
$
|
8
|
|
|
$
|
25
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative instruments - CEC Convertible Notes
|
$
|
1,016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,016
|
|
Disputed claims liability
|
112
|
|
|
—
|
|
|
—
|
|
|
112
|
|
||||
Total liabilities at fair value
|
$
|
1,128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,128
|
|
Changes in Level 3 Fair Value Measurements
|
|||||||||||||||
(In millions)
|
CEC Convertible Notes (1)
|
|
VICI
Call Right (2) |
|
Derivative Instruments (1)
|
|
Disputed Claims Liability
|
||||||||
Balance as of January 1, 2017
|
$
|
1,600
|
|
|
$
|
131
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring of CEOC and other
|
640
|
|
|
46
|
|
|
—
|
|
|
—
|
|
||||
Settlement of Restructuring Support and Forbearance Agreement Accrual
|
(2,240
|
)
|
|
(177
|
)
|
|
1,080
|
|
|
112
|
|
||||
Change in fair value recorded in Other income/(loss)
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
||||
Balance as of December 31, 2017
|
—
|
|
|
—
|
|
|
1,016
|
|
|
112
|
|
||||
Change in fair value recorded in Other income/(loss)
|
—
|
|
|
—
|
|
|
(282
|
)
|
|
(10
|
)
|
||||
Change due to resolved claims in Disputed claims liability
|
—
|
|
|
—
|
|
|
4
|
|
|
(29
|
)
|
||||
Transfer to Level 2 on October 1, 2018 (3)
|
—
|
|
|
—
|
|
|
(738
|
)
|
|
(73
|
)
|
||||
Balance as of December 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
The CEC Convertible Notes were remeasured at fair value and issued on the Effective Date with a debt component and a derivative liability component. See Note 12 for further details on the debt portion of the CEC Convertible Notes. The derivative portion of the CEC Convertible Notes is a recurring fair value measurement, see below.
|
(2)
|
The VICI Call Right was remeasured at fair value and then transferred to Accrued expenses and other current liabilities on the Balance Sheet upon settlement on the Effective Date because it is an option related to real estate and not a derivative. See Note 9.
|
(3)
|
Due to a change in valuation methodology of the CEC Convertible Notes on October 1, 2018, the derivative liability of the CEC Convertible Notes and the Disputed claims liability were transferred to Level 2.
|
•
|
Incremental cost of borrowing - 4.75%
|
•
|
Expected volatility - 30%
|
•
|
Risk-free rate - 2.3%
|
•
|
Actively traded price of CEC Convertible Notes - $122.38
|
•
|
Incremental cost of borrowing - 7.0%
|
Effective Date
|
|
Notional Amount
(In millions)
|
|
Fixed Rate Paid
|
|
Variable Rate Received as of December 31, 2018
|
|
Maturity Date
|
12/31/2018
|
|
250
|
|
2.274%
|
|
2.522%
|
|
12/31/2022
|
12/31/2018
|
|
200
|
|
2.828%
|
|
2.522%
|
|
12/31/2022
|
12/31/2018
|
|
600
|
|
2.739%
|
|
2.522%
|
|
12/31/2022
|
1/1/2019
|
|
250
|
|
2.153%
|
|
N/A
|
|
12/31/2020
|
1/1/2019
|
|
250
|
|
2.196%
|
|
N/A
|
|
12/31/2021
|
1/1/2019
|
|
400
|
|
2.788%
|
|
N/A
|
|
12/31/2021
|
1/1/2019
|
|
200
|
|
2.828%
|
|
N/A
|
|
12/31/2022
|
1/2/2019
|
|
250
|
|
2.172%
|
|
N/A
|
|
12/31/2020
|
1/2/2019
|
|
200
|
|
2.731%
|
|
N/A
|
|
12/31/2020
|
1/2/2019
|
|
400
|
|
2.707%
|
|
N/A
|
|
12/31/2021
|
|
As of December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Payroll and other compensation
|
$
|
281
|
|
|
$
|
268
|
|
VICI Call Right
|
177
|
|
|
177
|
|
||
Self-insurance claims and reserves
|
173
|
|
|
192
|
|
||
Accrued taxes
|
157
|
|
|
137
|
|
||
Advance deposits
|
92
|
|
|
126
|
|
||
Disputed claims liability (See Note 11)
|
45
|
|
|
112
|
|
||
Chip and token liability
|
37
|
|
|
38
|
|
||
Other accruals
|
255
|
|
|
276
|
|
||
Total accrued expenses and other current liabilities
|
$
|
1,217
|
|
|
$
|
1,326
|
|
Future Minimum Lease Commitments
|
|||||||
(In millions)
|
Operating Leases
|
|
Financing Obligation
|
||||
2019
|
$
|
82
|
|
|
$
|
753
|
|
2020
|
70
|
|
|
809
|
|
||
2021
|
57
|
|
|
822
|
|
||
2022
|
53
|
|
|
836
|
|
||
2023
|
51
|
|
|
855
|
|
||
Thereafter
|
966
|
|
|
34,333
|
|
||
Total minimum rental commitments
|
$
|
1,279
|
|
|
$
|
38,408
|
|
|
|
|
As of December 31,
|
||||||
(In millions)
|
Accrual Obligation End Date
|
|
2018
|
|
2017
|
||||
Future obligations under land lease agreements (1)
|
December 2092
|
|
$
|
43
|
|
|
$
|
43
|
|
Iowa greyhound pari-mutuel racing fund
|
December 2021
|
|
33
|
|
|
40
|
|
||
Permanent closure of international properties (2)
|
January 2032
|
|
10
|
|
|
18
|
|
||
Unbundling of electric service provided by NV Energy
|
February 2024
|
|
58
|
|
|
38
|
|
||
Total
|
|
|
$
|
144
|
|
|
$
|
139
|
|
(1)
|
Associated with the abandonment of a construction project near the Mississippi Gulf Coast.
|
(2)
|
Properties include Alea Leeds, Golden Nugget and Southend.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(Dollars in millions)
|
Final
Maturity |
|
Rate(s) (1)
|
|
Face Value
|
|
Book Value
|
|
Book Value
|
||||||
Secured debt
|
|
|
|
|
|
|
|
|
|
||||||
CRC Revolving Credit Facility
|
2022
|
|
variable (2)
|
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
—
|
|
CRC Term Loan
|
2024
|
|
variable (3)
|
|
4,653
|
|
|
4,577
|
|
|
4,616
|
|
|||
CEOC LLC Revolving Credit Facility
|
2022
|
|
variable (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
CEOC LLC Term Loan
|
2024
|
|
variable (5)
|
|
1,485
|
|
|
1,483
|
|
|
1,499
|
|
|||
Unsecured debt
|
|
|
|
|
|
|
|
|
|
||||||
CEC Convertible Notes
|
2024
|
|
5.00%
|
|
1,083
|
|
|
1,083
|
|
|
1,078
|
|
|||
CRC Notes
|
2025
|
|
5.25%
|
|
1,700
|
|
|
1,668
|
|
|
1,664
|
|
|||
Special Improvement District Bonds
|
2037
|
|
4.30%
|
|
54
|
|
|
54
|
|
|
56
|
|
|||
Total debt
|
|
9,075
|
|
|
8,965
|
|
|
8,913
|
|
||||||
Current portion of long-term debt
|
|
(164
|
)
|
|
(164
|
)
|
|
(64
|
)
|
||||||
Long-term debt
|
|
$
|
8,911
|
|
|
$
|
8,801
|
|
|
$
|
8,849
|
|
|||
|
|
|
|
|
|
|
|||||||||
Unamortized premiums, discounts and deferred finance charges
|
|
|
|
$
|
110
|
|
|
$
|
121
|
|
|||||
Fair value
|
|
$
|
8,527
|
|
|
|
|
|
|
(1)
|
Interest rate is fixed, except where noted.
|
(2)
|
London Interbank Offered Rate (“LIBOR”) plus 2.00%. On May 4, 2018, the interest rate was reduced from the previous LIBOR plus 2.25% to LIBOR plus 2.13% and on August 2, 2018, the interest rate was further reduced to LIBOR plus 2.00% due to step-downs based on the senior secured leverage ratio in accordance with the CRC Credit Agreement. On November 2, 2018, the interest rate was increased to LIBOR plus 2.13% due to a step-up based on the senior secured leverage ratio as of September 30, 2018.
|
(3)
|
LIBOR plus 2.75%.
|
(4)
|
LIBOR plus 2.00%.
|
(5)
|
LIBOR plus 2.00%. On April 16, 2018, the interest rate was repriced from the previous LIBOR plus 2.50%, see below.
|
Annual Estimated Debt Service Requirements
|
|||||||||||||||||||||||||||
|
Years Ended December 31,
|
|
|
|
|
||||||||||||||||||||||
(In millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Annual maturities of long-term debt
|
$
|
164
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
8,655
|
|
|
$
|
9,075
|
|
Estimated interest payments
|
480
|
|
|
470
|
|
|
470
|
|
|
460
|
|
|
450
|
|
|
540
|
|
|
2,870
|
|
|||||||
Total debt service obligation (1)
|
$
|
644
|
|
|
$
|
534
|
|
|
$
|
534
|
|
|
$
|
524
|
|
|
$
|
514
|
|
|
$
|
9,195
|
|
|
$
|
11,945
|
|
(1)
|
Debt principal payments are estimated amounts based on maturity dates and potential borrowings under our revolving credit facilities. Interest payments are estimated based on the forward-looking LIBOR curve and include the estimated impact of the ten interest rate swap agreements (see Note 8). Actual payments may differ from these estimates.
|
Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities in 2018
|
|||||||||||
(In millions)
|
Proceeds
|
|
Repayments
|
|
Loss on Extinguishment of Debt
|
||||||
CRC Revolving Credit Facility
|
$
|
700
|
|
|
$
|
(600
|
)
|
|
$
|
—
|
|
CRC Term Loan
|
—
|
|
|
(47
|
)
|
|
—
|
|
|||
CEOC LLC Term Loan (1)
|
467
|
|
|
(482
|
)
|
|
(1
|
)
|
|||
Other debt activity
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Total
|
$
|
1,167
|
|
|
$
|
(1,130
|
)
|
|
$
|
(1
|
)
|
(1)
|
Includes amounts related to Amendment No. 1 to the CEOC LLC Credit Agreement discussed above.
|
Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS
|
||||||||
|
Years Ended December 31,
|
|||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|||
Stock-based compensation awards
|
11
|
|
|
21
|
|
|
19
|
|
CEC Convertible Notes
|
—
|
|
|
36
|
|
|
—
|
|
Total anti-dilutive common stock
|
11
|
|
|
57
|
|
|
19
|
|
(1)
|
The conditions that were considered prohibited forms of continuing involvement related to our sale of the Golf Course Properties (see Note 11) are no longer considered continuing involvement under the new revenue recognition standard. As a result of adopting the new standard on a full retrospective basis, we are now reflecting this transaction as a completed sale in the period in which it occurred.
|
(2)
|
Adjustments are primarily related to the reclassification of assets and liabilities in accordance with the new accounting and disclosure requirements.
|
Effect of Adopting New Revenue Recognition Standard - Statements of Operations
|
|||||||||||||||
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||
(In millions)
|
Prior to Adoption
|
|
Post Adoption
|
|
Prior to Adoption
|
|
Post Adoption
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Casino
|
$
|
2,865
|
|
|
$
|
2,168
|
|
|
$
|
2,177
|
|
|
$
|
1,608
|
|
Food and beverage
|
938
|
|
|
982
|
|
|
788
|
|
|
822
|
|
||||
Rooms
|
1,054
|
|
|
1,074
|
|
|
923
|
|
|
950
|
|
||||
Other revenue
|
626
|
|
|
584
|
|
|
527
|
|
|
497
|
|
||||
Management fees
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Reimbursed management costs
|
48
|
|
|
48
|
|
|
—
|
|
|
—
|
|
||||
Casino promotional allowances
|
(679
|
)
|
|
—
|
|
|
(538
|
)
|
|
—
|
|
||||
Net revenues
|
4,852
|
|
|
4,868
|
|
|
3,877
|
|
|
3,877
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Direct
|
|
|
|
|
|
|
|
||||||||
Casino
|
1,521
|
|
|
1,213
|
|
|
1,128
|
|
|
890
|
|
||||
Food and beverage
|
446
|
|
|
693
|
|
|
383
|
|
|
572
|
|
||||
Rooms
|
276
|
|
|
360
|
|
|
249
|
|
|
318
|
|
||||
Property, general, administrative, and other
|
1,133
|
|
|
1,124
|
|
|
1,166
|
|
|
1,147
|
|
||||
Reimbursable management costs
|
48
|
|
|
48
|
|
|
—
|
|
|
—
|
|
||||
Depreciation and amortization
|
628
|
|
|
626
|
|
|
439
|
|
|
439
|
|
||||
Corporate expense
|
204
|
|
|
202
|
|
|
194
|
|
|
194
|
|
||||
Other operating costs
|
64
|
|
|
65
|
|
|
91
|
|
|
91
|
|
||||
Total operating expenses
|
4,320
|
|
|
4,331
|
|
|
3,650
|
|
|
3,651
|
|
||||
Income from operations
|
532
|
|
|
537
|
|
|
227
|
|
|
226
|
|
||||
Interest expense
|
(774
|
)
|
|
(773
|
)
|
|
(599
|
)
|
|
(599
|
)
|
||||
Gain on deconsolidation of subsidiaries
|
30
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||
Restructuring and support expenses
|
(2,028
|
)
|
|
(2,028
|
)
|
|
(5,729
|
)
|
|
(5,729
|
)
|
||||
Loss on extinguishment of debt
|
(232
|
)
|
|
(232
|
)
|
|
—
|
|
|
—
|
|
||||
Other income/(loss)
|
95
|
|
|
95
|
|
|
(29
|
)
|
|
(29
|
)
|
||||
Loss from continuing operations before income taxes
|
(2,377
|
)
|
|
(2,370
|
)
|
|
(6,130
|
)
|
|
(6,131
|
)
|
||||
Income tax benefit/(provision)
|
1,995
|
|
|
1,995
|
|
|
(327
|
)
|
|
(327
|
)
|
||||
Loss from continuing operations, net of income taxes
|
(382
|
)
|
|
(375
|
)
|
|
(6,457
|
)
|
|
(6,458
|
)
|
||||
Discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
3,380
|
|
|
3,380
|
|
||||
Net loss
|
(382
|
)
|
|
(375
|
)
|
|
(3,077
|
)
|
|
(3,078
|
)
|
||||
Net loss attributable to noncontrolling interests
|
7
|
|
|
7
|
|
|
29
|
|
|
29
|
|
||||
Net loss attributable to Caesars
|
$
|
(375
|
)
|
|
$
|
(368
|
)
|
|
$
|
(3,048
|
)
|
|
$
|
(3,049
|
)
|
Receivables
|
|||||||||||
|
As of December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Casino
|
$
|
188
|
|
|
$
|
173
|
|
|
$
|
75
|
|
Food and beverage and rooms
|
62
|
|
|
59
|
|
|
46
|
|
|||
Entertainment and other
|
77
|
|
|
79
|
|
|
26
|
|
|||
Contract receivables, net
|
327
|
|
|
311
|
|
|
147
|
|
|||
Other
|
130
|
|
|
183
|
|
|
20
|
|
|||
Receivables, net
|
$
|
457
|
|
|
$
|
494
|
|
|
$
|
167
|
|
Allowance for Doubtful Accounts
|
|||||||||||
(In millions)
|
Contracts
|
|
Other
|
|
Total
|
||||||
Balance as of January 1, 2016
|
$
|
35
|
|
|
$
|
13
|
|
|
$
|
48
|
|
Provision for doubtful accounts
|
11
|
|
|
—
|
|
|
11
|
|
|||
Write-offs less recoveries
|
(25
|
)
|
|
7
|
|
|
(18
|
)
|
|||
Balance as of December 31, 2016
|
21
|
|
|
20
|
|
|
41
|
|
|||
Provision for doubtful accounts
|
9
|
|
|
(1
|
)
|
|
8
|
|
|||
Write-offs less recoveries
|
14
|
|
|
(32
|
)
|
|
(18
|
)
|
|||
OpCo consolidation (1)
|
—
|
|
|
20
|
|
|
20
|
|
|||
Balance as of December 31, 2017
|
44
|
|
|
7
|
|
|
51
|
|
|||
Provision for doubtful accounts
|
17
|
|
|
4
|
|
|
21
|
|
|||
Write-offs less recoveries
|
(18
|
)
|
|
(7
|
)
|
|
(25
|
)
|
|||
Balance as of December 31, 2018
|
$
|
43
|
|
|
$
|
4
|
|
|
$
|
47
|
|
(1)
|
See Note 4 for further details relating to the acquisition of OpCo.
|
Contract Liabilities
|
|||||||||||
(In millions)
|
Caesars Rewards
|
|
Customer Advances
|
|
Total
|
||||||
Balance as of January 1, 2017
|
$
|
—
|
|
|
$
|
63
|
|
|
$
|
63
|
|
Amount recognized from the beginning balance
|
—
|
|
|
(56
|
)
|
|
(56
|
)
|
|||
Amount earned and recognized within the period
|
(19
|
)
|
|
34
|
|
|
15
|
|
|||
OpCo consolidation (1)
|
81
|
|
|
28
|
|
|
109
|
|
|||
Balance as of December 31, 2017 (2)
|
62
|
|
|
69
|
|
|
131
|
|
|||
Amount recognized during the period (3)
|
(144
|
)
|
|
(440
|
)
|
|
(584
|
)
|
|||
Amount accrued during the period
|
148
|
|
|
454
|
|
|
602
|
|
|||
Balance as of December 31, 2018 (4)
|
$
|
66
|
|
|
$
|
83
|
|
|
$
|
149
|
|
(1)
|
See Note 4 for further details relating to the acquisition of OpCo.
|
(2)
|
$2 million included within Deferred credits and other liabilities as of December 31, 2017.
|
(3)
|
Includes $35 million for Caesars Rewards and $62 million for Customer Advances recognized from the December 31, 2017 Contract liability balances.
|
(4)
|
$5 million included within Deferred credits and other liabilities as of December 31, 2018.
|
Caesars Entertainment Stock Option Exercises
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Option Exercises:
|
|
|
|
|
|
||||||
Number of options exercised
|
746,332
|
|
|
1,249,640
|
|
|
11,101
|
|
|||
Cash received for options exercised (1)
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
—
|
|
Aggregate intrinsic value of options exercised (1)
|
$
|
3
|
|
|
$
|
7
|
|
|
$
|
—
|
|
(1)
|
2016 amounts are immaterial.
|
(1)
|
Represents the weighted average grant date fair value of RSUs, which is the share price of our common stock on the grant date.
|
|
Units
|
|
Weighted Average Fair Value (1)
|
|||
Outstanding as of December 31, 2017
|
—
|
|
|
$
|
—
|
|
Granted
|
1,569,801
|
|
|
10.78
|
|
|
Forfeited
|
(103,618
|
)
|
|
10.80
|
|
|
Outstanding as of December 31, 2018
|
1,466,183
|
|
|
6.79
|
|
(1)
|
Grant date fair value, for which compensation expense of these awards is measured, has not been achieved. This represents the quoted market price of our common stock on the dates indicated.
|
CIE Stock Option Grants and Exercises
|
|||
(Dollars in millions, except per share data)
|
Year Ended December 31, 2016
|
||
Options Granted:
|
|
||
Number of options granted during period
|
377
|
|
|
Weighted average grant-date fair value per share (1)
|
$
|
5,404.93
|
|
Weighted average exercise price per share
|
$
|
19,166.18
|
|
|
|
||
Option Exercises:
|
|
||
Number of options exercised
|
909
|
|
|
Cash received for options exercised
|
$
|
2
|
|
Aggregate intrinsic value of options exercised
|
$
|
13
|
|
(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
|
||
|
Year Ended December 31, 2016
|
|
Expected range of volatility
|
40.5% - 44.6%
|
|
Expected dividend yield
|
—
|
%
|
Expected range of term (in years)
|
0.8 - 4.2
|
|
Risk-free interest rate range
|
0.5% - 1.2%
|
|
Composition of Stock-Based Compensation Expense (All Plans)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016 (1)
|
||||||
Corporate expense
|
$
|
60
|
|
|
$
|
36
|
|
|
$
|
37
|
|
Property, general, administrative, and other
|
19
|
|
|
7
|
|
|
195
|
|
|||
Total stock-based compensation expense
|
$
|
79
|
|
|
$
|
43
|
|
|
$
|
232
|
|
(1)
|
Includes $189M related to CIE stock-based compensation expense for the year ended December 31, 2016.
|
i.
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
ii.
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
iii.
|
If the Company chooses to stop participating in some of its multi-employer 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) (2)
|
|
|
|
|
||||||||||||
Pension Fund
|
|
EIN/Pension Plan Number
|
|
2018
|
|
2017
|
|
FIP/RP Status (3)
|
|
2018
|
|
2017
|
|
2016
|
|
Surcharge Imposed
|
|
Expiration Date of Collective-Bargaining Agreement (4)
|
||||||
Southern Nevada Culinary and Bartenders Pension Plan (5)
|
|
88-6016617/001
|
|
Green
|
|
Green
|
|
No
|
|
$
|
25
|
|
|
$
|
19
|
|
|
$
|
16
|
|
|
No
|
|
May 31, 2023
|
Legacy Plan of the National Retirement Fund (5)(6)
|
|
13-6130178/001
|
|
N/A
|
|
Red
|
|
N/A
|
|
—
|
|
|
9
|
|
|
5
|
|
|
N/A
|
|
N/A
|
|||
Legacy Plan of the UNITE HERE Retirement Fund (6)
|
|
82-0994119/001
|
|
Red
|
|
N/A
|
|
Yes
|
|
15
|
|
|
—
|
|
|
—
|
|
|
No
|
|
February 29, 2020
|
|||
Central Pension Fund of the IUOE & Participating Employers (7)
|
|
36-6052390/001
|
|
Green
|
|
Green
|
|
No
|
|
6
|
|
|
5
|
|
|
5
|
|
|
No
|
|
March 31, 2021
|
|||
Western Conference of Teamsters Pension Plan
|
|
91-6145047/001
|
|
Green
|
|
Green
|
|
No
|
|
5
|
|
|
4
|
|
|
4
|
|
|
No
|
|
Various up to March 31, 2023
|
|||
Local 68 Engineers Union Pension Plan (5)(8)(9)
|
|
51-0176618/001
|
|
Yellow
|
|
Yellow
|
|
No
|
|
1
|
|
|
1
|
|
|
—
|
|
|
No
|
|
April 30, 2020
|
|||
NJ Carpenters Pension Fund
|
|
22-6174423/001
|
|
Yellow
|
|
Yellow
|
|
Yes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
No
|
|
April 30, 2020
|
|||
Painters IUPAT
|
|
52-6073909/001
|
|
Yellow
|
|
Yellow
|
|
Yes
|
|
1
|
|
|
1
|
|
|
1
|
|
|
No
|
|
Various up to June 30, 2021
|
|||
Other Funds
|
|
2
|
|
|
1
|
|
|
2
|
|
|
|
|
|
|||||||||||
Total Contributions
|
|
$
|
55
|
|
|
$
|
40
|
|
|
$
|
33
|
|
|
|
|
|
(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)
|
Comparability to periods prior to the Effective Date are impacted by the consolidation of CEOC LLC in 2017.
|
(3)
|
Indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented.
|
(4)
|
The terms of the current agreement continue indefinitely until either party provides appropriate notice of intent to terminate the contract.
|
(5)
|
Employer provided more than 5% of the total contributions for the plan years ended 2017 and 2016. As of the date the financial statements were issued, Forms 5500 were not available for the 2018 plan year.
|
(6)
|
Effective January 1, 2018, the Legacy Plan of the National Retirement Fund (“NRF”) spun-off a portion of the plan into the newly created Legacy Plan of the UNITE HERE Retirement Fund (“HERE Plan”). CEC contributes to the HERE Plan and we expect to provide more than 5% of the total contributions for the plan year ended 2018, but the Form 5500 is not yet available. CEC no longer contributes to the NRF.
|
(7)
|
Plan years begin February 1.
|
(8)
|
Plan years begin July 1.
|
(9)
|
The Plan has yet to provide an FIP. FIP status is not considered pending or implemented.
|
Income Tax Benefit/(Provision)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(9
|
)
|
|
$
|
148
|
|
|
$
|
(381
|
)
|
State
|
(1
|
)
|
|
(7
|
)
|
|
(3
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
170
|
|
|
1,835
|
|
|
46
|
|
|||
State
|
(39
|
)
|
|
23
|
|
|
10
|
|
|||
Outside of the U.S.
|
|
|
|
|
|
||||||
Current
|
(9
|
)
|
|
(4
|
)
|
|
1
|
|
|||
Deferred
|
9
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
121
|
|
|
$
|
1,995
|
|
|
$
|
(327
|
)
|
Allocation of Income Tax Benefit/(Provision)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Income tax benefit/(provision) applicable to:
|
|
|
|
|
|
||||||
Income/(loss) from continuing operations
|
$
|
121
|
|
|
$
|
1,995
|
|
|
$
|
(327
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(730
|
)
|
|||
Other comprehensive income
|
3
|
|
|
—
|
|
|
—
|
|
Effective Income Tax Rate Reconciliation
|
||||||||
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Statutory tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increases/(decreases) in tax resulting from:
|
|
|
|
|
|
|||
State taxes, net of federal tax benefit
|
4.0
|
|
|
5.2
|
|
|
0.1
|
|
Valuation allowance
|
(70.4
|
)
|
|
(17.1
|
)
|
|
(22.9
|
)
|
Foreign income taxes
|
2.3
|
|
|
(0.1
|
)
|
|
—
|
|
Deferred tax benefit from changes in federal tax law
|
(44.7
|
)
|
|
52.1
|
|
|
—
|
|
Stock-based compensation
|
4.7
|
|
|
(0.2
|
)
|
|
(0.8
|
)
|
Acquisition of CEOC
|
—
|
|
|
36.7
|
|
|
—
|
|
Reserves for uncertain tax positions
|
4.4
|
|
|
(4.6
|
)
|
|
(0.1
|
)
|
Current tax benefit from change in CGP operating agreement
|
—
|
|
|
2.4
|
|
|
—
|
|
Impairment of goodwill
|
4.7
|
|
|
—
|
|
|
—
|
|
Nondeductible transaction costs
|
6.6
|
|
|
(25.0
|
)
|
|
(16.8
|
)
|
Other
|
1.3
|
|
|
(0.2
|
)
|
|
0.2
|
|
Effective tax rate
|
(66.1
|
)%
|
|
84.2
|
%
|
|
(5.3
|
)%
|
Temporary Differences Resulting in Deferred Tax Assets and Liabilities
|
|||||||
|
As of December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
State net operating losses
|
$
|
420
|
|
|
$
|
426
|
|
Federal net operating loss
|
485
|
|
|
553
|
|
||
Foreign net operating loss
|
16
|
|
|
17
|
|
||
Compensation programs
|
81
|
|
|
97
|
|
||
Allowance for doubtful accounts
|
41
|
|
|
50
|
|
||
Self-insurance reserves
|
10
|
|
|
10
|
|
||
Accrued expenses
|
45
|
|
|
43
|
|
||
Federal tax credits
|
70
|
|
|
58
|
|
||
Financing obligations
|
2,445
|
|
|
2,319
|
|
||
Golf course properties’ obligation
|
35
|
|
|
30
|
|
||
Investment in non-consolidated affiliates
|
5
|
|
|
—
|
|
||
Other debt-related items
|
—
|
|
|
78
|
|
||
Deferred revenue
|
42
|
|
|
46
|
|
||
Leases
|
66
|
|
|
36
|
|
||
Other
|
—
|
|
|
14
|
|
||
Subtotal
|
3,761
|
|
|
3,777
|
|
||
Less: valuation allowance
|
1,302
|
|
|
1,513
|
|
||
Total deferred tax assets
|
2,459
|
|
|
2,264
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation and other property-related items
|
2,567
|
|
|
2,576
|
|
||
Other debt-related items
|
95
|
|
|
—
|
|
||
Intangibles
|
496
|
|
|
221
|
|
||
Prepaid expenses
|
20
|
|
|
24
|
|
||
Other
|
1
|
|
|
18
|
|
||
Total deferred tax liabilities
|
3,179
|
|
|
2,839
|
|
||
Net deferred tax liability
|
$
|
720
|
|
|
$
|
575
|
|
Reconciliation of Unrecognized Tax Benefits
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of beginning of year
|
$
|
162
|
|
|
$
|
115
|
|
|
$
|
3
|
|
Additions based on tax positions related to the current year
|
—
|
|
|
113
|
|
|
113
|
|
|||
Additions for tax positions of prior years
|
13
|
|
|
1
|
|
|
—
|
|
|||
Reductions for tax positions for prior years
|
(5
|
)
|
|
(92
|
)
|
|
(1
|
)
|
|||
Acquisition of OpCo
|
—
|
|
|
67
|
|
|
—
|
|
|||
Settlements
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Effect of changes in federal tax law
|
—
|
|
|
(42
|
)
|
|
—
|
|
|||
Balance as of end of year
|
$
|
169
|
|
|
$
|
162
|
|
|
$
|
115
|
|
Effect on Statements of Operations of Discontinued Operations
|
|||
(In millions)
|
Year Ended December 31, 2016
|
||
Net revenues
|
$
|
678
|
|
Operating expenses (1)
|
748
|
|
|
Gain from discontinued operations
|
4,180
|
|
|
Pre-tax income from discontinued operations
|
4,110
|
|
|
Income from discontinued operations, net of income taxes
|
3,380
|
|
(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.
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Transactions with Sponsors and their affiliates
|
|
|
|
|
|
||||||
Reimbursements and expenses
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
6
|
|
Expenses paid to Sponsors’ portfolio companies
|
—
|
|
|
3
|
|
|
2
|
|
|||
Transactions with Horseshoe Baltimore
|
|
|
|
|
|
||||||
Management fees
|
10
|
|
|
3
|
|
|
—
|
|
|||
Reimbursements and allocated expenses
|
5
|
|
|
16
|
|
|
—
|
|
|||
Transactions with CEOC
|
|
|
|
|
|
||||||
Shared services allocated expenses to CEOC
|
—
|
|
|
312
|
|
|
368
|
|
|||
Shared services allocated expenses from CEOC
|
—
|
|
|
71
|
|
|
148
|
|
|||
Management fees incurred
|
—
|
|
|
33
|
|
|
45
|
|
|||
Octavius Tower lease revenue
|
—
|
|
|
26
|
|
|
35
|
|
|||
Other expenses incurred
|
—
|
|
|
9
|
|
|
14
|
|
Las Vegas
|
|
Other U.S.
|
|
All Other
|
||
Bally's Las Vegas
|
|
Bally's Atlantic City (2)
|
|
Managed Properties (2)
|
|
Other
|
Caesars Palace Las Vegas (2)
|
|
Bluegrass Downs
|
|
Caesars Dubai
|
|
Caesars Interactive Entertainment
|
The Cromwell
|
|
Caesars Atlantic City (2)
|
|
Caesars Windsor
|
|
|
Flamingo Las Vegas
|
|
Harrah's Atlantic City
|
|
Harrah's Ak-Chin
|
|
|
Harrah's Las Vegas
|
|
Harrah's Council Bluffs (2)
|
|
Harrah's Cherokee
|
|
|
The LINQ Hotel & Casino
|
|
Harrah's Gulf Coast (2)
|
|
Harrah's Cherokee Valley River
|
|
|
The LINQ Promenade
|
|
Harrah's Joliet (2)
|
|
Harrah's Resort Southern California
|
|
|
Paris Las Vegas
|
|
Harrah's Lake Tahoe (2)
|
|
Horseshoe Baltimore (1)
|
|
|
Planet Hollywood Resort & Casino
|
|
Harrah's Laughlin (2)
|
|
Kings & Queens Casino
|
|
|
Rio All-Suites Hotel & Casino
|
|
Harrah's Louisiana Downs (2)
|
|
|
|
|
|
|
Harrah's Metropolis (2)
|
|
International (2)
|
|
|
|
|
Harrah's New Orleans
|
|
Alea Glasgow
|
|
|
|
|
Harrah's North Kansas City (2)
|
|
Alea Nottingham
|
|
|
|
|
Harrah's Philadelphia (2)
|
|
Caesars Cairo
|
|
|
|
|
Harrah's Reno (2)
|
|
Emerald Casino Resort
|
|
|
|
|
Harveys Lake Tahoe (2)
|
|
The Empire Casino
|
|
|
|
|
Hoosier Park
|
|
Manchester235
|
|
|
|
|
Horseshoe Bossier City (2)
|
|
Playboy Club London
|
|
|
|
|
Horseshoe Council Bluffs (2)
|
|
Ramses Casino
|
|
|
|
|
Horseshoe Hammond (2)
|
|
Rendezvous Brighton
|
|
|
|
|
Horseshoe Southern Indiana (2)
|
|
Rendezvous Southend-on-Sea
|
|
|
|
|
Horseshoe Tunica (2)
|
|
The Sportsman
|
|
|
|
|
Indiana Grand
|
|
|
|
|
|
|
Tunica Roadhouse (2)
|
|
|
|
|
(1)
|
As of December 31, 2018, Horseshoe Baltimore was 41% owned, and was deconsolidated and held as an equity-method investment effective August 31, 2017.
|
(2)
|
These properties were not consolidated with CEC prior to the Effective Date with the exception of Horseshoe Baltimore, which was consolidated in the Other U.S. region prior to deconsolidation.
|
Condensed Statements of Operations - By Segment
|
|||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||
(In millions)
|
Las Vegas
|
|
Other U.S.
|
|
All Other
|
|
Elimination
|
|
Caesars
|
||||||||||
Casino
|
$
|
1,104
|
|
|
$
|
2,889
|
|
|
$
|
254
|
|
|
$
|
—
|
|
|
$
|
4,247
|
|
Food and beverage
|
975
|
|
|
571
|
|
|
28
|
|
|
—
|
|
|
1,574
|
|
|||||
Rooms
|
1,117
|
|
|
399
|
|
|
3
|
|
|
—
|
|
|
1,519
|
|
|||||
Management fees
|
—
|
|
|
—
|
|
|
63
|
|
|
(3
|
)
|
|
60
|
|
|||||
Reimbursed management costs
|
—
|
|
|
2
|
|
|
200
|
|
|
—
|
|
|
202
|
|
|||||
Entertainment and other
|
411
|
|
|
175
|
|
|
45
|
|
|
(3
|
)
|
|
628
|
|
|||||
Total contract revenues
|
3,607
|
|
|
4,036
|
|
|
593
|
|
|
(6
|
)
|
|
8,230
|
|
|||||
Other
|
146
|
|
|
11
|
|
|
5
|
|
|
(1
|
)
|
|
161
|
|
|||||
Net revenues
|
$
|
3,753
|
|
|
$
|
4,047
|
|
|
$
|
598
|
|
|
$
|
(7
|
)
|
|
$
|
8,391
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
582
|
|
|
$
|
501
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
1,145
|
|
Income/(loss) from operations
|
716
|
|
|
434
|
|
|
(411
|
)
|
|
—
|
|
|
739
|
|
|||||
Interest expense
|
(327
|
)
|
|
(556
|
)
|
|
(463
|
)
|
|
—
|
|
|
(1,346
|
)
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Other income
|
3
|
|
|
2
|
|
|
786
|
|
|
—
|
|
|
791
|
|
|||||
Income tax benefit (1)
|
—
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
121
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(In millions)
|
Las Vegas
|
|
Other U.S.
|
|
All Other
|
|
Elimination
|
|
Caesars
|
||||||||||
Casino
|
$
|
864
|
|
|
$
|
1,188
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
2,168
|
|
Food and beverage
|
700
|
|
|
274
|
|
|
8
|
|
|
—
|
|
|
982
|
|
|||||
Rooms
|
872
|
|
|
201
|
|
|
1
|
|
|
—
|
|
|
1,074
|
|
|||||
Management fees
|
—
|
|
|
—
|
|
|
15
|
|
|
(3
|
)
|
|
12
|
|
|||||
Reimbursed management costs
|
1
|
|
|
1
|
|
|
46
|
|
|
—
|
|
|
48
|
|
|||||
Entertainment and other
|
300
|
|
|
84
|
|
|
24
|
|
|
(3
|
)
|
|
405
|
|
|||||
Total contract revenues
|
2,737
|
|
|
1,748
|
|
|
210
|
|
|
(6
|
)
|
|
4,689
|
|
|||||
Other
|
165
|
|
|
10
|
|
|
5
|
|
|
(1
|
)
|
|
179
|
|
|||||
Net revenues
|
$
|
2,902
|
|
|
$
|
1,758
|
|
|
$
|
215
|
|
|
$
|
(7
|
)
|
|
$
|
4,868
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
420
|
|
|
$
|
186
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
626
|
|
Income/(loss) from operations
|
549
|
|
|
199
|
|
|
(211
|
)
|
|
—
|
|
|
537
|
|
|||||
Interest expense
|
(65
|
)
|
|
(153
|
)
|
|
(555
|
)
|
|
—
|
|
|
(773
|
)
|
|||||
Gain on deconsolidation of subsidiary
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||
Restructuring and support expenses
|
—
|
|
|
(177
|
)
|
|
(1,851
|
)
|
|
—
|
|
|
(2,028
|
)
|
|||||
Loss on extinguishment of debt
|
(4
|
)
|
|
(13
|
)
|
|
(215
|
)
|
|
—
|
|
|
(232
|
)
|
|||||
Other income
|
4
|
|
|
1
|
|
|
90
|
|
|
—
|
|
|
95
|
|
|||||
Income tax benefit (1)
|
—
|
|
|
2
|
|
|
1,993
|
|
|
—
|
|
|
1,995
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(In millions)
|
Las Vegas
|
|
Other U.S.
|
|
All Other
|
|
Elimination
|
|
Caesars
|
||||||||||
Casino
|
$
|
765
|
|
|
$
|
802
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
1,608
|
|
Food and beverage
|
630
|
|
|
190
|
|
|
2
|
|
|
—
|
|
|
822
|
|
|||||
Rooms
|
800
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
950
|
|
|||||
Entertainment and other
|
257
|
|
|
55
|
|
|
7
|
|
|
—
|
|
|
319
|
|
|||||
Total contract revenues
|
2,452
|
|
|
1,197
|
|
|
50
|
|
|
—
|
|
|
3,699
|
|
|||||
Other
|
161
|
|
|
12
|
|
|
5
|
|
|
—
|
|
|
178
|
|
|||||
Net revenues
|
$
|
2,613
|
|
|
$
|
1,209
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
3,877
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
344
|
|
|
$
|
90
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
439
|
|
Income/(loss) from operations
|
526
|
|
|
163
|
|
|
(463
|
)
|
|
—
|
|
|
226
|
|
|||||
Interest expense
|
(21
|
)
|
|
(30
|
)
|
|
(548
|
)
|
|
—
|
|
|
(599
|
)
|
|||||
Restructuring and support expenses
|
—
|
|
|
—
|
|
|
(5,729
|
)
|
|
—
|
|
|
(5,729
|
)
|
|||||
Other losses
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
|||||
Income tax benefit/(provision) (1)
|
1
|
|
|
—
|
|
|
(328
|
)
|
|
—
|
|
|
(327
|
)
|
(1)
|
Taxes are recorded at the consolidated level and not estimated or recorded to our Las Vegas and Other U.S. segments.
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(In millions)
|
Las Vegas
|
|
Other U.S.
|
|
All Other
|
|
Elimination
|
|
Caesars
|
||||||||||
Net income/(loss) attributable to Caesars
|
$
|
392
|
|
|
$
|
(122
|
)
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
303
|
|
Net income/(loss) attributable to noncontrolling interests
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|||||
Income tax benefit (1)
|
—
|
|
|
—
|
|
|
(121
|
)
|
|
—
|
|
|
(121
|
)
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Other income (2)
|
(3
|
)
|
|
(2
|
)
|
|
(786
|
)
|
|
—
|
|
|
(791
|
)
|
|||||
Interest expense
|
327
|
|
|
556
|
|
|
463
|
|
|
—
|
|
|
1,346
|
|
|||||
Depreciation and amortization
|
582
|
|
|
501
|
|
|
62
|
|
|
—
|
|
|
1,145
|
|
|||||
Impairment of goodwill
|
—
|
|
|
17
|
|
|
26
|
|
|
—
|
|
|
43
|
|
|||||
Impairment of tangible and other intangible assets
|
—
|
|
|
26
|
|
|
9
|
|
|
—
|
|
|
35
|
|
|||||
Other operating costs (3)
|
52
|
|
|
21
|
|
|
82
|
|
|
—
|
|
|
155
|
|
|||||
Stock-based compensation expense
|
8
|
|
|
10
|
|
|
61
|
|
|
—
|
|
|
79
|
|
|||||
Other items (4)
|
4
|
|
|
5
|
|
|
103
|
|
|
—
|
|
|
112
|
|
|||||
Adjusted EBITDA
|
$
|
1,362
|
|
|
$
|
1,014
|
|
|
$
|
(68
|
)
|
|
$
|
—
|
|
|
$
|
2,308
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(In millions)
|
Las Vegas
|
|
Other U.S.
|
|
All Other
|
|
Elimination
|
|
Caesars
|
||||||||||
Net income/(loss) attributable to Caesars
|
$
|
484
|
|
|
$
|
(103
|
)
|
|
$
|
(749
|
)
|
|
$
|
—
|
|
|
$
|
(368
|
)
|
Net loss attributable to noncontrolling interests
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Income tax benefit (1)
|
—
|
|
|
(2
|
)
|
|
(1,993
|
)
|
|
—
|
|
|
(1,995
|
)
|
|||||
Gain on deconsolidation of subsidiary
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||
Restructuring and support expenses
|
—
|
|
|
177
|
|
|
1,851
|
|
|
—
|
|
|
2,028
|
|
|||||
Loss on extinguishment of debt
|
4
|
|
|
13
|
|
|
215
|
|
|
—
|
|
|
232
|
|
|||||
Other income (2)
|
(4
|
)
|
|
(1
|
)
|
|
(90
|
)
|
|
—
|
|
|
(95
|
)
|
|||||
Interest expense
|
65
|
|
|
153
|
|
|
555
|
|
|
—
|
|
|
773
|
|
|||||
Depreciation and amortization
|
420
|
|
|
186
|
|
|
20
|
|
|
—
|
|
|
626
|
|
|||||
Other operating costs (3)
|
25
|
|
|
3
|
|
|
37
|
|
|
—
|
|
|
65
|
|
|||||
Stock-based compensation expense
|
4
|
|
|
3
|
|
|
36
|
|
|
—
|
|
|
43
|
|
|||||
Other items (4)
|
9
|
|
|
7
|
|
|
74
|
|
|
—
|
|
|
90
|
|
|||||
Adjusted EBITDA
|
$
|
1,007
|
|
|
$
|
398
|
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
$
|
1,361
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(In millions)
|
Las Vegas
|
|
Other U.S.
|
|
All Other
|
|
Elimination
|
|
Caesars
|
||||||||||
Net income/(loss) attributable to Caesars
|
$
|
506
|
|
|
$
|
129
|
|
|
$
|
(3,684
|
)
|
|
$
|
—
|
|
|
$
|
(3,049
|
)
|
Net income/(loss) attributable to noncontrolling interests
|
—
|
|
|
4
|
|
|
(33
|
)
|
|
—
|
|
|
(29
|
)
|
|||||
Discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(3,380
|
)
|
|
—
|
|
|
(3,380
|
)
|
|||||
Income tax (benefit)/provision (1)
|
(1
|
)
|
|
—
|
|
|
328
|
|
|
—
|
|
|
327
|
|
|||||
Restructuring and support expenses
|
—
|
|
|
—
|
|
|
5,729
|
|
|
—
|
|
|
5,729
|
|
|||||
Other losses
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|||||
Interest expense
|
21
|
|
|
30
|
|
|
548
|
|
|
—
|
|
|
599
|
|
|||||
Depreciation and amortization
|
344
|
|
|
90
|
|
|
5
|
|
|
—
|
|
|
439
|
|
|||||
Other operating costs (3)
|
8
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
91
|
|
|||||
CIE stock-based compensation
|
—
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
189
|
|
|||||
Stock-based compensation expense
|
3
|
|
|
2
|
|
|
38
|
|
|
—
|
|
|
43
|
|
|||||
Other items (4)
|
—
|
|
|
4
|
|
|
77
|
|
|
—
|
|
|
81
|
|
|||||
Adjusted EBITDA
|
$
|
881
|
|
|
$
|
259
|
|
|
$
|
(71
|
)
|
|
$
|
—
|
|
|
$
|
1,069
|
|
(1)
|
Taxes are recorded at the consolidated level and not estimated or recorded to our Las Vegas and Other U.S. segments.
|
(2)
|
Amounts include changes in fair value of the derivative liability related to the conversion option of the CEC Convertible Notes and the disputed claims liability as well as interest and dividend income.
|
(3)
|
Amounts primarily represent costs incurred in connection with development activities and reorganization activities, and/or recoveries associated with such items, including acquisition and integration costs, contract exit fees including exiting the fully bundled sales system of NV Energy for electric service at our Nevada properties, lease termination costs, gains and losses on asset sales, weather related property closure costs, demolition costs primarily at our Las Vegas properties for renovations, and project opening costs.
|
(4)
|
Amounts include other add-backs and deductions to arrive at Adjusted EBITDA but not separately identified such as professional and consulting services, sign-on and retention bonuses, business optimization expenses for IT transformation, severance and relocation costs, litigation awards and settlements, permit remediation costs, and costs associated with CEOC’s restructuring and related litigation.
|
Condensed Balance Sheets - By Segment
|
|||||||||||||||||||
|
As of December 31, 2018
|
||||||||||||||||||
(In millions)
|
Las Vegas
|
|
Other U.S.
|
|
All Other
|
|
Elimination
|
|
Caesars
|
||||||||||
Total assets
|
$
|
13,987
|
|
|
$
|
8,565
|
|
|
$
|
6,046
|
|
|
$
|
(2,823
|
)
|
|
$
|
25,775
|
|
Total liabilities
|
5,730
|
|
|
5,143
|
|
|
11,267
|
|
|
297
|
|
|
22,437
|
|
|
As of December 31, 2017
|
||||||||||||||||||
(In millions)
|
Las Vegas
|
|
Other U.S.
|
|
All Other
|
|
Elimination
|
|
Caesars
|
||||||||||
Total assets
|
$
|
14,145
|
|
|
$
|
6,865
|
|
|
$
|
7,458
|
|
|
$
|
(3,032
|
)
|
|
$
|
25,436
|
|
Total liabilities
|
5,239
|
|
|
5,012
|
|
|
11,780
|
|
|
108
|
|
|
22,139
|
|
(In millions, except per share amounts)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Total
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
1,972
|
|
|
$
|
2,119
|
|
|
$
|
2,185
|
|
|
$
|
2,115
|
|
|
$
|
8,391
|
|
Income from operations
|
125
|
|
|
282
|
|
|
232
|
|
|
100
|
|
|
739
|
|
|||||
Net income/(loss)
|
(34
|
)
|
|
29
|
|
|
111
|
|
|
198
|
|
|
304
|
|
|||||
Net income/(loss) attributable to Caesars
|
(34
|
)
|
|
29
|
|
|
110
|
|
|
198
|
|
|
303
|
|
|||||
Basic earnings/(loss) per share
|
(0.05
|
)
|
|
0.04
|
|
|
0.16
|
|
|
0.29
|
|
|
0.44
|
|
|||||
Diluted earnings/(loss) per share
|
(0.05
|
)
|
|
0.04
|
|
|
0.14
|
|
|
0.25
|
|
|
0.41
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
966
|
|
|
$
|
1,008
|
|
|
$
|
993
|
|
|
$
|
1,901
|
|
|
$
|
4,868
|
|
Income from operations
|
150
|
|
|
149
|
|
|
84
|
|
|
154
|
|
|
537
|
|
|||||
Net income/(loss)
|
(508
|
)
|
|
(1,432
|
)
|
|
(439
|
)
|
|
2,004
|
|
|
(375
|
)
|
|||||
Net income/(loss) attributable to Caesars
|
(507
|
)
|
|
(1,432
|
)
|
|
(433
|
)
|
|
2,004
|
|
|
(368
|
)
|
|||||
Basic earnings/(loss) per share
|
(3.44
|
)
|
|
(9.62
|
)
|
|
(2.90
|
)
|
|
3.01
|
|
|
(1.32
|
)
|
|||||
Diluted earnings/(loss) per share
|
(3.44
|
)
|
|
(9.62
|
)
|
|
(2.90
|
)
|
|
2.48
|
|
|
(1.32
|
)
|
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 Accounting 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
|
|
|
—
|
|
8-K
|
|
—
|
|
2.1
|
|
7/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
|
—
|
|
8-K
|
|
—
|
|
2.1
|
|
2/21/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.3
|
|
|
—
|
|
S-4/A
|
|
—
|
|
2.6
|
|
6/5/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.4
|
|
|
—
|
|
8-K
|
|
—
|
|
2.1
|
|
7/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.5
|
|
|
—
|
|
8-K
|
|
—
|
|
2.2
|
|
7/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
—
|
|
10-K
|
|
12/31/2011
|
|
3.7
|
|
3/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
—
|
|
S-8
|
|
—
|
|
4.2
|
|
10/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
|
—
|
|
S-8
|
|
—
|
|
4.3
|
|
10/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
|
—
|
|
S-8
|
|
—
|
|
4.4
|
|
10/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5
|
|
|
—
|
|
S-8
|
|
—
|
|
4.5
|
|
10/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
—
|
|
8-K
|
|
—
|
|
4.1
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
|
—
|
|
8-K
|
|
—
|
|
4.1
|
|
10/16/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
|
—
|
|
8-K
|
|
—
|
|
4.1
|
|
12/22/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
12/22/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
10/16/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
|
—
|
|
8-K
|
|
—
|
|
10.19
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.4
|
|
|
—
|
|
10-Q
|
|
6/30/2007
|
|
10.69
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.5
|
|
|
—
|
|
10-Q
|
|
6/30/2007
|
|
10.70
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.6
|
|
|
—
|
|
10-Q
|
|
6/30/2007
|
|
10.71
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.7
|
|
|
—
|
|
10-Q
|
|
6/30/2007
|
|
10.72
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.8
|
|
|
—
|
|
10-Q
|
|
6/30/2007
|
|
10.73
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.9
|
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
2/13/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.10
|
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.48
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.11
|
|
|
—
|
|
8-K
|
|
—
|
|
10.20
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*†10.12
|
|
|
—
|
|
10-K
|
|
12/31/2017
|
|
10.12
|
|
03/08/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
10/23/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
9/26/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
10/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
|
—
|
|
10-K
|
|
12/31/2016
|
|
10.93
|
|
2/15/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
|
—
|
|
8-K/A
|
|
—
|
|
10.2
|
|
10/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
11/15/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
10/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
6/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
6/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
6/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
7/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
8/1/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
10/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
10/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
12/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.31
|
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
**10.32
|
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
12/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.33
|
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
**10.34
|
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
12/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.35
|
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.36
|
|
|
—
|
|
8-K
|
|
—
|
|
10.5
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.37
|
|
|
—
|
|
8-K
|
|
—
|
|
10.6
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.38
|
|
|
—
|
|
8-K
|
|
—
|
|
10.5
|
|
12/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.39
|
|
|
—
|
|
8-K
|
|
—
|
|
10.6
|
|
12/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.40
|
|
|
—
|
|
8-K
|
|
—
|
|
10.7
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.41
|
|
|
—
|
|
8-K
|
|
—
|
|
10.8
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.42
|
|
|
—
|
|
8-K
|
|
—
|
|
10.7
|
|
12/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.43
|
|
|
—
|
|
8-K
|
|
—
|
|
10.9
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.44
|
|
|
—
|
|
8-K
|
|
—
|
|
10.8
|
|
12/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.45
|
|
|
—
|
|
8-K
|
|
—
|
|
10.10
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.46
|
|
|
—
|
|
8-K
|
|
—
|
|
10.11
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.47
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
4/16/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.48
|
|
|
—
|
|
8-K
|
|
—
|
|
10.12
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.49
|
|
|
—
|
|
10-Q
|
|
6/30/2018
|
|
10.2
|
|
8/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.50
|
|
|
—
|
|
10-Q
|
|
6/30/2018
|
|
10.3
|
|
8/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.51
|
|
|
—
|
|
10-Q
|
|
6/30/2018
|
|
10.4
|
|
8/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.52
|
|
|
—
|
|
8-K
|
|
—
|
|
10.13
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.53
|
|
|
—
|
|
10-K
|
|
12/31/2017
|
|
10.42
|
|
3/8/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.54
|
|
|
—
|
|
10-K
|
|
12/31/2017
|
|
10.43
|
|
3/8/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.55
|
|
|
—
|
|
10-K
|
|
12/31/2017
|
|
10.44
|
|
3/8/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.56
|
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
12/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.57
|
|
|
—
|
|
10-K
|
|
12/31/2017
|
|
10.45
|
|
3/8/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.58
|
|
|
—
|
|
10-K
|
|
12/31/2017
|
|
10.46
|
|
3/8/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.59
|
|
|
—
|
|
10-K
|
|
12/31/2017
|
|
10.47
|
|
3/8/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.60
|
|
|
—
|
|
10-K
|
|
12/31/2017
|
|
10.48
|
|
3/8/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.61
|
|
|
—
|
|
10-K
|
|
12/31/2017
|
|
10.49
|
|
3/8/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.62
|
|
|
—
|
|
10-K
|
|
12/31/2017
|
|
10.50
|
|
3/8/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.63
|
|
|
—
|
|
8-K
|
|
—
|
|
99.1
|
|
8/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.64
|
|
|
—
|
|
S-1/A
|
|
—
|
|
10.78
|
|
12/28/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.65
|
|
|
—
|
|
S-1/A
|
|
—
|
|
10.89
|
|
2/2/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.66
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.67
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
5/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.68
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
5/20/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.69
|
|
|
—
|
|
10-Q
|
|
6/30/2016
|
|
10.3
|
|
8/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.70
|
|
|
—
|
|
SC-TO-I
|
|
—
|
|
(d)(3)
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.71
|
|
|
—
|
|
SC-TO-I
|
|
—
|
|
(d)(4)
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.72
|
|
|
—
|
|
10-K
|
|
12/31/2012
|
|
10.84
|
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.73
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/2/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.74
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
1/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.75
|
|
|
—
|
|
S-1/A
|
|
—
|
|
10.75
|
|
11/16/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.76
|
|
|
—
|
|
10-K
|
|
—
|
|
10.64
|
|
3/8/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.77
|
|
|
—
|
|
SC-TO-I
|
|
—
|
|
(d)(7)
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.78
|
|
|
—
|
|
SC-TO-I
|
|
—
|
|
(d)(8)
|
|
7/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.79
|
|
|
—
|
|
10-K
|
|
12/31/2012
|
|
10.90
|
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.80
|
|
|
—
|
|
10-K
|
|
12/31/2012
|
|
10.91
|
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.81
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
5/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.82
|
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
7/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.83
|
|
|
—
|
|
8-K
|
|
—
|
|
10.5
|
|
7/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.84
|
|
|
—
|
|
10-K
|
|
12/31/2014
|
|
10.106
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.85
|
|
|
—
|
|
10-Q
|
|
6/30/2015
|
|
10.5
|
|
8/6/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.86
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
7/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.87
|
|
|
—
|
|
10-Q
|
|
3/31/2017
|
|
10.2
|
|
5/2/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.88
|
|
|
X
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.89
|
|
|
X
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.90
|
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
11/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.91
|
|
|
—
|
|
10-Q
|
|
3/31/2017
|
|
10.3
|
|
5/2/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.92
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
1/9/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.93
|
|
|
—
|
|
10-Q
|
|
3/31/2017
|
|
10.4
|
|
5/2/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.94
|
|
|
—
|
|
10-K
|
|
12/31/2012
|
|
10.87
|
|
3/15/2013
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.95
|
|
|
—
|
|
10-Q
|
|
3/31/2017
|
|
10.5
|
|
5/2/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.96
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
8/13/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.97
|
|
|
X
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.98
|
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
7/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.99
|
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
7/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.100
|
|
|
—
|
|
8-K
|
|
—
|
|
10.17
|
|
10/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.101
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
2/2/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.102
|
|
|
—
|
|
S-8
|
|
—
|
|
4.6
|
|
10/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.103
|
|
|
—
|
|
8-K
|
|
—
|
|
10.1
|
|
4/6/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.104
|
|
|
—
|
|
S-8
|
|
—
|
|
4.7
|
|
10/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.105
|
|
|
—
|
|
S-8
|
|
—
|
|
4.8
|
|
10/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.106
|
|
|
—
|
|
8-K
|
|
—
|
|
10.2
|
|
4/6/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.107
|
|
|
—
|
|
8-K
|
|
—
|
|
10.3
|
|
4/6/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.108
|
|
|
—
|
|
8-K
|
|
—
|
|
10.4
|
|
4/6/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.109
|
|
|
—
|
|
S-8
|
|
—
|
|
4.1
|
|
12/13/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.110
|
|
|
—
|
|
S-8
|
|
—
|
|
4.2
|
|
12/13/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.111
|
|
|
X
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.112
|
|
|
X
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.113
|
|
|
—
|
|
***8-K
|
|
—
|
|
10.1
|
|
4/6/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.114
|
|
|
—
|
|
***8-K
|
|
—
|
|
10.2
|
|
4/16/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.115
|
|
|
—
|
|
***8-K
|
|
—
|
|
10.3
|
|
4/16/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.116
|
|
|
—
|
|
***8-K
|
|
—
|
|
10.4
|
|
4/16/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
†10.117
|
|
|
—
|
|
****8-K
|
|
—
|
|
99.1
|
|
5/21/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1‡
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2‡
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
|
**
|
|
Confidential treatment has been requested with respect to the omitted portions of Exhibits 10.32 and 10.34 pursuant to Rule 24b-2 promulgated under the Exchange Act which portions have been filed separately with the SEC.
|
***
|
|
Filed by Caesars Acquisition Company.
|
****
|
|
Filed by Caesars Entertainment Operating Company, Inc.
|
ITEM 16.
|
Form 10-K Summary
|
|
As of December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
457
|
|
|
$
|
926
|
|
Receivables, net
|
21
|
|
|
33
|
|
||
Prepayments and other current assets
|
5
|
|
|
5
|
|
||
Intercompany receivables
|
20
|
|
|
33
|
|
||
Total current assets
|
503
|
|
|
997
|
|
||
Deferred charges and other assets
|
128
|
|
|
147
|
|
||
Investment in subsidiary
|
4,199
|
|
|
4,434
|
|
||
Total assets
|
$
|
4,830
|
|
|
$
|
5,578
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
1
|
|
|
$
|
5
|
|
Accrued expenses and other current liabilities
|
7
|
|
|
13
|
|
||
Interest payable
|
14
|
|
|
13
|
|
||
Intercompany payables
|
20
|
|
|
64
|
|
||
Total current liabilities
|
42
|
|
|
95
|
|
||
Long-term debt
|
1,119
|
|
|
1,121
|
|
||
Deferred credits and other liabilities
|
419
|
|
|
1,136
|
|
||
Total liabilities
|
1,580
|
|
|
2,352
|
|
||
Total stockholders’ equity
|
3,250
|
|
|
3,226
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,830
|
|
|
$
|
5,578
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenues
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Operating expenses
|
|
|
|
|
|
||||||
Corporate expense
|
33
|
|
|
88
|
|
|
123
|
|
|||
Other operating costs
|
10
|
|
|
24
|
|
|
58
|
|
|||
Total operating expenses
|
43
|
|
|
112
|
|
|
181
|
|
|||
Loss from operations
|
(41
|
)
|
|
(110
|
)
|
|
(179
|
)
|
|||
Interest expense
|
(55
|
)
|
|
(18
|
)
|
|
(5
|
)
|
|||
Gain/(loss) on interests in subsidiaries
|
(316
|
)
|
|
776
|
|
|
2,933
|
|
|||
Restructuring and support expenses
|
—
|
|
|
(1,842
|
)
|
|
(5,729
|
)
|
|||
Other income/(loss)
|
726
|
|
|
85
|
|
|
(30
|
)
|
|||
Income/(loss) from operations before income taxes
|
314
|
|
|
(1,109
|
)
|
|
(3,010
|
)
|
|||
Income tax benefit/(provision)
|
(11
|
)
|
|
741
|
|
|
(39
|
)
|
|||
Net income/(loss)
|
303
|
|
|
(368
|
)
|
|
(3,049
|
)
|
|||
Other comprehensive income/(loss), net of income taxes
|
(30
|
)
|
|
6
|
|
|
(2
|
)
|
|||
Comprehensive income/(loss)
|
$
|
273
|
|
|
$
|
(362
|
)
|
|
$
|
(3,051
|
)
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows provided by/(used in) operating activities
|
$
|
(138
|
)
|
|
$
|
1,504
|
|
|
$
|
(37
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
||||||
Payments to acquire investments
|
—
|
|
|
(700
|
)
|
|
—
|
|
|||
Cash flows used in investing activities
|
—
|
|
|
(700
|
)
|
|
—
|
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(22
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the issuance of common stock
|
6
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(311
|
)
|
|
—
|
|
|
—
|
|
|||
Other financing
|
(2
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Cash flows used in financing activities
|
(331
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Net increase/(decrease) in cash, cash equivalents, and restricted cash
|
(469
|
)
|
|
804
|
|
|
(45
|
)
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
926
|
|
|
122
|
|
|
167
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
457
|
|
|
$
|
926
|
|
|
$
|
122
|
|
1.
|
Background and basis of presentation
|
2.
|
Restricted net assets of subsidiaries
|
3.
|
Commitments, contingencies, and long-term obligations
|
|
CAESARS ENTERTAINMENT CORPORATION
|
||
|
|
|
|
February 21, 2019
|
By:
|
|
/s/ MARK P. FRISSORA
|
|
|
|
Mark P. Frissora
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ THOMAS BENNINGER
|
|
Director
|
|
February 21, 2019
|
Thomas Benninger
|
|
|
|
|
|
|
|
|
|
/s/ JOHN BOUSHY
|
|
Director
|
|
February 21, 2019
|
John Boushy
|
|
|
|
|
|
|
|
|
|
/s/ JULIANA L. CHUGG
|
|
Director
|
|
February 21, 2019
|
Juliana L. Chugg
|
|
|
|
|
|
|
|
|
|
/s/ DENISE M. CLARK
|
|
Director
|
|
February 21, 2019
|
Denise M. Clark
|
|
|
|
|
|
|
|
|
|
/s/ JOHN DIONNE
|
|
Director
|
|
February 21, 2019
|
John Dionne
|
|
|
|
|
|
|
|
|
|
/s/ MATTHEW FERKO
|
|
Director
|
|
February 21, 2019
|
Matthew Ferko
|
|
|
|
|
|
|
|
|
|
/s/ MARK P. FRISSORA
|
|
President and
|
|
February 21, 2019
|
Mark P. Frissora
|
|
Chief Executive Officer and Director
|
|
|
|
|
|
|
|
/s/ JAMES HUNT
|
|
Director
|
|
February 21, 2019
|
James Hunt
|
|
Chairman of the Board
|
|
|
|
|
|
|
|
/s/ DON KORNSTEIN
|
|
Director
|
|
February 21, 2019
|
Don Kornstein
|
|
|
|
|
|
|
|
|
|
/s/ DAVID B. SAMBUR
|
|
Director
|
|
February 21, 2019
|
David B. Sambur
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD P. SCHIFTER
|
|
Director
|
|
February 21, 2019
|
Richard P. Schifter
|
|
|
|
|
|
|
|
|
|
/s/ CHRISTOPHER J. WILLIAMS
|
|
Director
|
|
February 21, 2019
|
Christopher J. Williams
|
|
|
|
|
|
|
|
|
|
/s/ ERIC HESSION
|
|
Executive Vice President and
|
|
February 21, 2019
|
Eric Hession
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ KEITH A. CAUSEY
|
|
Senior Vice President and
|
|
February 21, 2019
|
Keith A. Causey
|
|
Chief Accounting Officer
|
|
|
Vesting Schedule:
|
The Cash Award shall vest on February 1, 2020, subject to Participant’s continued employment or service with the Company or one of its Subsidiaries through such vesting date.
|
Name
|
|
Jurisdiction of
Incorporation
|
1300 WSED, LLC
|
|
Delaware
|
1301 WSED, LLC(1)
|
|
Maryland
|
1400 WSED, LLC
|
|
Delaware
|
3535 LV Corp.
|
|
Nevada
|
3535 LV Newco, LLC
|
|
Delaware
|
AC Conference Holdco., LLC
|
|
Delaware
|
AC Conference Newco., LLC
|
|
Delaware
|
Aster Insurance Ltd.
|
|
Bermuda
|
Bally's Las Vegas Manager, LLC
|
|
Delaware
|
Bally's Park Place, LLC
|
|
New Jersey
|
Baluma Holdings S.A.
|
|
Bahamas
|
Benco, LLC
|
|
Nevada
|
BL Development, LLC
|
|
Minnesota
|
Boardwalk Regency LLC
|
|
New Jersey
|
Burlington Street Services Limited
|
|
England/Wales
|
BV Manager, LLC
|
|
Delaware
|
CA Hospitality Holding Company, Ltd.
|
|
British Virgin Islands
|
Caesars Asia Limited
|
|
Hong Kong
|
Caesars Bahamas Investment Corporation
|
|
Bahamas
|
Caesars Bahamas Management Corporation
|
|
Bahamas
|
Caesars Baltimore Acquisition Company, LLC
|
|
Delaware
|
Caesars Baltimore Investment Company, LLC
|
|
Delaware
|
Caesars Baltimore Management Company, LLC
|
|
Delaware
|
Caesars Dubai, LLC
|
|
Delaware
|
Caesars Enterprise Services, LLC (2)
|
|
Delaware
|
Caesars Entertainment Japan, LLC
|
|
Delaware
|
Caesars Entertainment UK Ltd.
|
|
United Kingdom
|
Caesars Entertainment Windsor Limited
|
|
Canada
|
Caesars Growth Bally's LV, LLC
|
|
Delaware
|
Caesars Growth Baltimore Fee, LLC
|
|
Delaware
|
Caesars Growth Cromwell, LLC
|
|
Delaware
|
Caesars Growth Harrah's New Orleans, LLC
|
|
Delaware
|
Caesars Growth Partners, LLC
|
|
Delaware
|
Caesars Growth PH, LLC
|
|
Delaware
|
Caesars Growth PH Fee, LLC
|
|
Delaware
|
Caesars Growth Quad, LLC
|
|
Delaware
|
Caesars Hospitality, LLC
|
|
Delaware
|
Caesars Interactive Entertainment New Jersey, LLC
|
|
Delaware
|
Caesars Interactive Entertainment, LLC
|
|
Delaware
|
Caesars International Hospitality, LLC
|
|
Delaware
|
Caesars Korea Holding Company, LLC
|
|
Delaware
|
Caesars Korea Services, LLC
|
|
Delaware
|
Caesars License Company, LLC
|
|
Nevada
|
Caesars Linq, LLC
|
|
Delaware
|
Name
|
|
Jurisdiction of
Incorporation
|
Caesars Marketing Services Corporation
|
|
Nevada
|
Caesars Massachusetts Investment Company, LLC
|
|
Delaware
|
Caesars Mayfair Limited
|
|
England and Wales
|
Caesars New Jersey, LLC
|
|
New Jersey
|
Caesars Octavius, LLC
|
|
Delaware
|
Caesars Ontario Holding, Inc.
|
|
Canada
|
Caesars Palace LLC
|
|
Delaware
|
Caesars Palace Realty LLC
|
|
Nevada
|
Caesars Parlay Holding, LLC
|
|
Delaware
|
Caesars Resort Collection, LLC
|
|
Delaware
|
Caesars Riverboat Casino, LLC
|
|
Indiana
|
Caesars Trex, Inc.
|
|
Delaware
|
Caesars World International Corporation (S) PTE, Ltd.
|
|
Singapore
|
Caesars World International Far East Limited
|
|
Hong Kong
|
Caesars World, LLC
|
|
Florida
|
Caesars World Marketing LLC
|
|
New Jersey
|
Caesars World Merchandising, LLC
|
|
Nevada
|
California Clearing Corporation
|
|
California
|
Casino Computer Programming, Inc.
|
|
Indiana
|
CBAC Borrower, LLC
|
|
Delaware
|
CBAC Gaming, LLC (3)
|
|
Delaware
|
CBAC Holding Company, LLC
|
|
Delaware
|
Centaur Acquisition, LLC
|
|
Indiana
|
Centaur Colorado, LLC
|
|
Delaware
|
Centaur Holdings, LLC
|
|
Delaware
|
CEOC, LLC
|
|
Delaware
|
CH Management Company, Ltd.
|
|
Hong Kong
|
Chester Downs and Marina LLC
|
|
Pennsylvania
|
Chester Facility Holding Company, LLC
|
|
Delaware
|
Christian County Land Acquisition Company, LLC
|
|
Delaware
|
CIE Growth, LLC
|
|
Delaware
|
Consolidated Supplies, Services and Systems
|
|
Nevada
|
Corner Investment Company, LLC
|
|
Nevada
|
CPLV Manager, LLC
|
|
Delaware
|
Creator Capital Limited (4)
|
|
Bermuda
|
CR Baltimore Holdings, LLC (5)
|
|
Delaware
|
CRC Finco, Inc.
|
|
Delaware
|
Cromwell Manager, LLC
|
|
Delaware
|
Dagger Holdings Limited
|
|
England/Wales
|
Des Plaines Development Limited Partnership (6)
|
|
Delaware
|
Desert Palace, LLC
|
|
Nevada
|
Eastside Convention Center, LLC
|
|
Delaware
|
Emerald Safari Resort (Pty) Limited (7)
|
|
South Africa
|
Entertainment RMG Canada, Inc.
|
|
Canada
|
Flamingo CERP Manager, LLC
|
|
Nevada
|
Flamingo Las Vegas Operating Company, LLC
|
|
Nevada
|
GB Investor, LLC
|
|
Delaware
|
Giles Road Developer, LLC
|
|
Delaware
|
Name
|
|
Jurisdiction of
Incorporation
|
Golden Nugget Club Limited
|
|
England/Wales
|
Grand Casinos of Biloxi, LLC
|
|
Minnesota
|
Grand Casinos, Inc.
|
|
Minnesota
|
Harrah South Shore Corporation
|
|
California
|
Harrah's (Barbados) SRL
|
|
Barbados
|
Harrah's Arizona Corporation
|
|
Nevada
|
Harrah's Atlantic City Operating Company, LLC
|
|
New Jersey
|
Harrah's Atlantic City Propco, LLC
|
|
Delaware
|
Harrah's Bossier City Investment Company, LLC
|
|
Louisiana
|
Harrah's Chester Downs Investment Company, LLC
|
|
Delaware
|
Harrah's Chester Downs Management Company, LLC
|
|
Nevada
|
Harrah's Illinois LLC
|
|
Nevada
|
Harrah's Interactive Investment Company
|
|
Nevada
|
Harrah's International C.V.
|
|
The Netherlands
|
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 NC Casino Company, LLC
|
|
North Carolina
|
Harrah's New Orleans Management Company, LLC
|
|
Nevada
|
Harrah's North Kansas City LLC
|
|
Missouri
|
Harrah's Operating Company Memphis, LLC
|
|
Delaware
|
Harrah's Shreveport/Bossier City Investment Company, LLC
|
|
Delaware
|
Harveys BR Management Company, Inc.
|
|
Nevada
|
Harveys Iowa Management Company, LLC
|
|
Nevada
|
Harveys Tahoe Management Company, LLC
|
|
Nevada
|
HBR Realty Company, LLC
|
|
Nevada
|
HCAL, LLC
|
|
Nevada
|
HEI Holding C.V.
|
|
The Netherlands
|
HET International 1 B.V.
|
|
The Netherlands
|
HET International 2 B.V.
|
|
The Netherlands
|
HLV CERP Manager, LLC
|
|
Nevada
|
Hole in the Wall, LLC
|
|
Nevada
|
Homerun Russia, LLC
|
|
Russia Federation
|
Hoosier Park, LLC
|
|
Indiana
|
Horseshoe Cincinnati Management, LLC
|
|
Delaware
|
Horseshoe Entertainment
|
|
Louisiana
|
Horseshoe Gaming Holding, LLC
|
|
Delaware
|
Horseshoe GP, LLC
|
|
Nevada
|
Horseshoe Hammond, LLC
|
|
Indiana
|
HP Dining and Entertainment, LLC
|
|
Indiana
|
HP Dining and Entertainment II, LLC
|
|
Indiana
|
HTM Holding, LLC
|
|
Nevada
|
Inter Casino Management (Egypt) Limited
|
|
Isle of Man
|
Jazz Casino Company, LLC
|
|
Louisiana
|
JCC Fulton Development, LLC
|
|
Louisiana
|
JCC Holding Company II, LLC
|
|
Delaware
|
JGB Vegas Retail Lessee, LLC (8)
|
|
Nevada
|
Name
|
|
Jurisdiction of
Incorporation
|
Joliet Manager, LLC
|
|
Delaware
|
Laughlin CERP Manager, LLC
|
|
Nevada
|
Laundry Newco, LLC
|
|
Delaware
|
LCI (Overseas) Investments Pty Ltd.
|
|
South Africa
|
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 Leeds 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
|
London Clubs South Africa Limited
|
|
England/Wales
|
London Clubs Southend Limited
|
|
England/Wales
|
London Clubs Trustee Limited
|
|
England/Wales
|
Martial Development Corp.
|
|
New Jersey
|
New Centaur, LLC
|
|
Delaware
|
New Gaming Capital Partnership
|
|
Nevada
|
Non-CPLV Manager, LLC
|
|
Delaware
|
Ocean Showboat, Inc.
|
|
New Jersey
|
Octavius/Linq Intermediate Holding, LLC
|
|
Delaware
|
Parball LLC
|
|
Nevada
|
Parball Newco, LLC
|
|
Delaware
|
Paris CERP Manager, LLC
|
|
Nevada
|
Paris Las Vegas Operating Company, LLC
|
|
Nevada
|
PHW Las Vegas, LLC
|
|
Nevada
|
PHW Manager, LLC
|
|
Nevada
|
PHWLV, LLC
|
|
Nevada
|
Playboy Club (London) Limited
|
|
England/Wales
|
Players Bluegrass Downs, LLC
|
|
Kentucky
|
Players Holding, LLC
|
|
Nevada
|
Players International, LLC
|
|
Nevada
|
RFCZ (UK) Ltd. (9)
|
|
England
|
Rio CERP Manager, LLC
|
|
Nevada
|
Rio Properties, LLC
|
|
Nevada
|
Robinson Property Group LLC
|
|
Mississippi
|
Roman Entertainment Corporation of Indiana
|
|
Indiana
|
Roman Holding Company of Indiana, LLC
|
|
Indiana
|
Romulus Risk and Insurance Company, Inc.
|
|
Nevada
|
Showboat Atlantic City Operating Company, LLC
|
|
New Jersey
|
Southern Illinois Riverboat/Casino Cruises, LLC
|
|
Illinois
|
Sterling Suffolk Racecourse, LLC (10)
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Massachusetts
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The Caesars Foundation
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Nevada
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The Quad Manager, LLC
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Delaware
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The Sportsman Club Limited
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England/Wales
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Name
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Jurisdiction of
Incorporation
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Tunica Roadhouse LLC
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Delaware
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Vegas Development Land Owner, LLC
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Delaware
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Windsor Casino Limited
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Canada
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1
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79% CBAC Borrower; 21% non-affiliate
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2
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69% CEOC, LLC; 31% Caesars Resort Collection, LLC
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3
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69.90% CR Baltimore Holdings, LLC; 30.10% third party shareholders
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4
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7.5% Harrah's Interactive Investment Company; 92.5% non-affiliate
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5
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58.51 Caesars Baltimore Investment Company, LLC; 41.49% non-affiliate
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6
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80% Harrah's Illinois LLC; 20% non-affiliate
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7
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70% LCI (Overseas) Investments Pty Ltd.; 30% non-affiliate
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8
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10.1% GB Investor, LLC; 89.9% non- affiliate
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9
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50% Caesars Korea Holding Company, LLC; 50% non-affiliate
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10
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4.09% Caesars Massachusetts Investment Company, LLC; 95.91% non-affiliate
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1.
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I have reviewed this annual report on Form 10-K of Caesars Entertainment Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date:
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February 21, 2019
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By:
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/s/ MARK P. FRISSORA
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Mark P. Frissora
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President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Caesars Entertainment Corporation;
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2.
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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;
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3.
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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;
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4.
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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
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d)
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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
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5.
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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
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b)
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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.
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Date:
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February 21, 2019
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|
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By:
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/s/ ERIC HESSION
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Eric Hession
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Executive Vice President and Chief Financial Officer
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(i)
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the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (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
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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February 21, 2019
|
|
|
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By:
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/s/ MARK P. FRISSORA
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|
|
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Mark P. Frissora
|
|
|
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President and Chief Executive Officer
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(i)
|
the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (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
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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February 21, 2019
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|
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By:
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/s/ ERIC HESSION
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Eric Hession
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Executive Vice President and Chief Financial Officer
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•
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Establish and maintain responsible accounting practices and procedures;
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•
|
Maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;
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•
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Maintain systems for reliable record keeping;
|
•
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File periodic reports with gaming regulators; and
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•
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Maintain strict compliance with various laws, regulations and required minimum internal controls pertaining to gaming.
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•
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Adopt rules and regulations under the implementing statutes;
|
•
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Make appropriate investigations to determine if there has been any violation of laws or regulations;
|
•
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Enforce gaming laws and impose disciplinary sanctions for violations, including fines and penalties;
|
•
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Review the character and fitness of participants in gaming operations and make determinations regarding their suitability or qualification for licensure;
|
•
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Grant licenses for participation in gaming operations;
|
•
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Collect and review reports and information submitted by participants in gaming operations;
|
•
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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
|
•
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Establish and collect fees and/or taxes.
|
•
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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;
|
•
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The quality of the applicant’s casino facilities;
|
•
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The amount of revenue to be derived by the applicable jurisdiction through operation of the applicant’s gaming facility;
|
•
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The applicant’s practices with respect to minority hiring and training; and
|
•
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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;
|
•
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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; and
|
•
|
franchise fees for riverboat casinos operating on certain waterways.
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