Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, evaluated and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of our disclosure controls and procedures (as defined under the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Form 10-K Annual Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Form 10-K Annual Report are effective to ensure that the information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized, evaluated and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) for Caesars Entertainment, Inc. and its subsidiaries. This system is designed to provide reasonable assurance to the Company’s management regarding the reliability of financial reporting and preparation of consolidated financial statements for external purposes.
The Company completed its acquisition of William Hill PLC on April 22, 2021. Accordingly, the acquired assets and liabilities of William Hill are included in our consolidated balance sheet as of December 31, 2021 and the results of its operations and cash flows are reported in our consolidated statement of operations and cash flows for the year ended December 31, 2021 from the date of acquisition. At the time that the William Hill Acquisition was consummated, the Company’s intent was to divest William Hill International. Accordingly, the assets and liabilities of William Hill International are classified as held for sale with operations presented within discontinued operations. We are in the process of integrating policies, processes, information technology systems and other components of internal controls over financial reporting of the combined business. Management will continue to evaluate our internal control over financial reporting as we complete our integration. In accordance with SEC staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, management has excluded William Hill from its internal control assessment. William Hill represents 14% of Caesars Entertainment, Inc.’s consolidated assets as of December 31, 2021, and 2% of Caesars Entertainment, Inc.’s net revenue for the year ended December 31, 2021.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated and assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Form 10-K Annual Report based upon the framework set forth in the Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organization of the Treadway Commission. Based on this evaluation and assessment, management believes that, as of December 31, 2021, our internal control over financial reporting was effective based on those criteria.
Deloitte & Touche LLP, an independent registered public accounting firm, has audited our internal control over financial reporting as of December 31, 2021, as stated in its report which follows below.
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Changes in Internal Control Over Financial Reporting
Except as noted below, during the quarter ended December 31, 2021, there were no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
On April 22, 2021, we completed the acquisition of William Hill PLC. See Item 8., “Notes to Consolidated Financial Statements”, Note 3, “Acquisitions, Purchase Price Accounting and Pro forma Information” for discussion of the acquisition and related financial data. The Company is in the process of integrating William Hill PLC into our internal controls over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed.
Excluding the William Hill Acquisition, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonable likely to materially affect, our internal controls over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the stockholders and the Board of Directors of Caesars Entertainment, Inc.:
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Caesars Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 23, 2022, expressed an unqualified opinion on those financial statements.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at William Hill PLC, which was acquired on April 22, 2021, and whose financial statements constitute 14% of the Company’s consolidated assets as of December 31, 2021 , and 2% of the Company’s net revenues for the year ended December 31, 2021 . Accordingly, our audit did not include the internal control over financial reporting at William Hill PLC.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Las Vegas, Nevada
February 23, 2022
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Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is hereby incorporated by reference to our definitive Proxy Statement for our Annual Meeting of Stockholders (our “Proxy Statement”) to be filed with the Securities and Exchange Commission no later than April 30, 2022, pursuant to Regulation 14A under the Securities Act.
We have adopted a code of ethics and business conduct applicable to all directors and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The code of business conduct and ethics is posted on our website, http://www.caesars.com/corporate (accessible through the “Governance” caption of the Investors page) and a printed copy will be delivered on request by writing to the Corporate Secretary at Caesars Entertainment, Inc., c/o Corporate Secretary, 100 West Liberty Street, 12th Floor, Reno, NV 89501. We intend to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its code of business conduct and ethics by posting such information on our website.
Item 11. Executive Compensation
The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2022, pursuant to Regulation 14A under the Securities Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2022, pursuant to Regulation 14A under the Securities Act.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2022, pursuant to Regulation 14A under the Securities Act.
Item 14. Principal Accounting Fees and Services
The information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ) is incorporated herein by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2022, pursuant to Regulation 14A under the Securities Act.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(i) Financial Statements
Included in Part II (Item 8) of this Annual Report on Form 10-K:
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets as of December 31, 202 1 and 20 20
Consolidated Statements of Operations for the Years Ended December 31, 202 1, 2020 and 2019
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 1, 2020 and 2019
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
(a)(ii) Financial Statement Schedule
Schedule I—Condensed Financial Information of Registrant Parent Company Only as of December 31, 2021 and 2020 and for the Years Ended December 31, 2021, 2020 and 2019
We have omitted schedules other than the ones listed above because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.
(a)(iii) Exhibits
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Exhibit
Number
Description of Exhibit Method of Filing
2.1 Agreement and Plan of Merger, dated as of June 24, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc.
Previously filed on Form 8-K filed on June 25, 2019.
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc.
Previously filed on Form 8-K filed on August 16, 2019.
3.1 C omposite C ertificate of Incorporation of Caesars Entertainment, Inc.
Previously filed on Form 10-Q filed on August 4, 2021.
3.2 Bylaws of Caesars Entertainment, Inc.
Previously filed on Form 8-K filed on July 21, 2020.
4.1 Description of Capital Stock
Filed herewith.
4.2 Indenture (6.25% CEI Senior Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association.
Previously filed on Form 8-K filed on July 7, 2020.
4.3 Supplemental Indenture, dated as of July 20, 2020, to Indenture (6.25% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association.
Previously filed on Form 8-K filed on July 21, 2020.
4.4 Indenture (8.125% CEI Senior Notes due 2027) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association.
Previously filed on Form 8-K filed on July 7, 2020.
4.5 Supplemental Indenture, dated as of July 20, 2020, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association.
Previously filed on Form 8-K filed on July 21, 2020.
4.6 Indenture (5.75% CRC Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association.
Previously filed on Form 8-K filed on July 7, 2020.
4.7 Supplemental Indenture, dated as of July 20, 2020, to Indenture (5.75% CRC Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, U.S. Bank National Association and Credit Suisse AG, Cayman Islands Branch.
Previously filed on Form 8-K filed on July 21, 2020.
4.8 Second Supplemental Indenture dated as of August 6, 2021 among Caesars Entertainment, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, U.S. Bank National Association and Credit Suisse AG, Cayman Islands Branch.
Previously filed on Form 8-K filed on August 10, 2021.
4.9 Indenture dated as of September 24, 2021 (4.625% CEI Senior Notes due 2029) by and between Caesars Entertainment, Inc., the guarantors party thereto and U.S. Bank National Association.
Previously filed on Form 8-K filed on September 27, 2021.
10.1 Las Vegas Lease (conformed through the Second Amendment), dated as of July 20, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC.
Previously filed on Form 8-K filed on July 21, 2020
10.2 Third Amendment to Lease (Las Vegas), dated as of September 30, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC.
Previously filed on Form 10-Q filed on November 9, 2020.
10.3 Fourth Amendment to Lease (Las Vegas), dated as of November 18, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC.
Previously filed on Form 10-K on March 1, 2021.
10.4 Fifth Amendment to Lease (Las Vegas) dated as of September 3, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Desert Palace LLC and CEOC, LLC.
Previously filed on Form 10-Q on November 5, 2021.
10.5 Sixth Amendment to Lease (Las Vegas) dated as of November 1, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Desert Palace LLC, CEOC, LLC, Harrah’s Las Vegas, LLC and Propco TRS LLC.
Filed herewith.
10.6 Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., CPLV Property Owner LLC and Claudine Propco LLC ( Las Vegas ).
Previously filed on Form 8-K filed on July 21, 2020.
10.7**
Regional Lease (conformed through the Fifth Amendment), dated as of July 20, 2020, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC .
Previously filed on Form 8-K filed on July 21, 2020.
10.8** Sixth Amendment to Lease (Regional), dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto and Pr opco TRS LLC .
Previously filed on Form 10-Q filed on November 9, 2020.
10.9 Seventh Amendment to Lease (Regional), dated as of November 18, 2020, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC .
Previously filed on Form 10-K on March 1, 2021.
10.10 Eighth Amendment to Lease (Regional), dated as of September 3, 2021, by and among the entities listed on Schedule A and B thereto.
Previously filed on Form 10-Q on November 5, 2021.
10.11 Ninth Amendment to Lease (Regional), dated as of November 1, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.
Filed herewith
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Exhibit
Number
Description of Exhibit Method of Filing
10.12 Tenth Amendment to Lease (Regional), dated as of December 30, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.
Filed herewith
10.13 Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc. and the entities listed on Schedule A thereto ( Regional ).
Previously filed on Form 8-K filed on July 21, 2020.
10.14**
Second Amendment, dated as of July 20, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership.
Previously filed on Form 8-K filed on July 21, 2020.
10.15** Third Amendment to Lease (Joliet), dated as of September 30, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership.
Previously filed on Form 10-Q filed on November 9, 2020.
10.16 Fourth Amendment to Lease (Joliet), dated as of November 18, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership.
Previously filed on Form10-K on March 1, 2021.
10.17 Fifth Amendment to Lease (Joliet), dated as of September 3, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership.
Previously filed on Form 10-Q on November 5, 2021
10.18 Sixth Amendment to Lease (Joliet), dated as of November 1, 2021, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership and Propco TRS LLC.
Filed herewith.
10.19 Guaranty of Lease, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and Harrah’s Joliet Landco LLC (Joliet).
Previously filed on Form 8-K filed on July 21, 2020.
10.20* Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Las Vegas Strip).
Previously filed on Form 8-K filed on July 21, 2020.
10.21 Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Horseshoe Baltimore).
Previously filed on Form 8-K filed on July 21, 2020.
10.22 Second Amendment, dated as of July 20, 2020, to Golf Course Use Agreement, dated as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC.
Previously filed on Form 8-K filed on July 21, 2020.
10.23* Amended and Restated Put-Call Right Agreement, dated as of July 20, 2020, by and among Claudine Propco, LLC and Eastside Convention Center, LLC.
Previously filed on Form 8-K filed on July 21, 2020.
10.24* Second Amended and Restated Put-Call Right Agreement entered into as of September 18, 2020 by and among Claudine Propco LLC and Caesars Convention Center Owner, LLC.
Previously filed on Form 8-K filed on September 18, 2020.
10.25* Put-Call Right Agreement entered into as of July 20, 2020 by and between Centaur Propco LLC and Caesars Resort Collection, LLC.
Previously filed on Form 8-K filed on July 21, 2020.
10.26 First Amendment to Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of July 20, 2020, by and among Caesars Enterprise Services, LLC, CEOC, LLC, Caesars Resort Collection LLC, Caesars License Company, LLC and Caesars World LLC (including as Exhibit A thereto a conformed copy of the Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of December 26, 2018, as amended).
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on July 21, 2020.
10.27 Credit Agreement, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and U.S. Bank National Association, as collateral agent.
Previously filed on Form 8-K filed on July 21, 2020.
10.28 Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on July 21, 2020.
10.29 First Amendment to Credit Agreement, dated as of November 10, 2021, by and between Caesars Entertainment, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on November 10, 2021.
10.30 Second Amendment to Credit Agreement, dated as of January 26, 2022, by and between Caesars Entertainment, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on January 27, 2022.
10.31 Credit Agreement, dated as of December 22, 2017, by and among Caesars Resort Collection, LLC, the other borrowers from time to time party thereto, the lenders party thereto, and Credit Suisse, AG, Cayman Islands Branch, as administrative agent.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on December 22, 2017.
10.32 First Amendment to Credit Agreement, dated as of June 15, 2020, by and among Caesars Resort Collection, LLC, the subsidiary loan parties party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on June 15, 2020.
10.33 Second Amendment to Credit Agreement, dated as of September 21, 2021, by and among Caesars Resort Collection, LLC, the subsidiary loan parties party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
Previously filed on Form 8-K filed on September 27, 2021
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Exhibit
Number
Description of Exhibit Method of Filing
10.34 Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
Previously filed on Form 8-K filed on July 21, 2020.
10.35 Incremental Assumption Agreement No. 2, dated as of July 20, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lender party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
Previously filed on Form 8-K filed on July 21, 2020.
10.36 Guarantee Agreement, dated as of August 6, 2021, by Caesars Entertainment, Inc. in favor of U.S. Bank National Agent, as collateral agent.
Previously filed on Form 8-K filed on August 10, 2021.
10.37 Caesars Entertainment Corporation Amended and Restated Escrow Agreement, dated as of December 12, 2016, between Caesars Entertainment Corporation and Wells Fargo Bank, N.A.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017.
10.38 Amended and Restated Casino Operating Contract, dated April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2020.
10.39 First Amendment to the Amended and Restated Casino Operating Contract, made and entered into as of April 9, 2020, and made effective as of April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board.
Previously filed on Form 8-K/A filed by Caesars Holdings, Inc. on April 14, 2020.
10.40† Caesars Entertainment Corporation 2012 Performance Incentive Plan.
Previously filed on Form S-1/A filed by Caesars Holdings, Inc. on February 2, 2012.
10.41† Amendment No. 1 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on July 25, 2012.
10.42† Amendment No. 2 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on May 20, 2015.
10.43† Amendment No. 3 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on May 20, 2016.
10.44† Amendment No. 4 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 2, 2016.
10.45† Isle of Capri Casinos, Inc. Second Amended and Restated 2009 Long-Term Stock Incentive Plan.
Previously filed on Form 8-K filed by Isle of Capri Casinos, Inc. on October 9, 2015.
10.46† Isle of Capri Casino, Inc. Form of Non-Qualified Stock Option Agreement.
Previously filed on Form 10-K filed by Isle of Capri Casinos, Inc. on June 17, 2015.
10.47† Caesars Entertainment Corporation 2017 Performance Incentive Plan.
Previously filed on Form S-8 filed by Caesars Holdings, Inc. on October 6, 2017.
10.48† Amendment No. 1 to Caesars Entertainment Corporation 2017 Performance Incentive Plan.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2018.
10.49† Caesars Entertainment Corporation Executive Supplemental Savings Plan III.
Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.
10.50† Caesars Entertainment Corporation Outside Director Deferred Compensation Plan.
Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.
10.51† Caesars Acquisition Company 2014 Performance Incentive Plan.
Previously filed on Form 8-K filed by Caesars Acquisition Company on April 16, 2014.
10.52† Eldorado Resorts, Inc. Amended and Restated 2015 Equity Incentive Plan
Previously filed on Form S-8 POS filed on June 29, 2019.
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Exhibit
Number
Description of Exhibit Method of Filing
10.53† Form of Director Indemnification Agreement.
Previously filed on Form 10-Q filed on November 9, 2020.
10.54† Form of Director Non-Deferred Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive
Previously filed on Form 10-K filed on February 28, 2020.
10.55† Form of Restricted Stock Unit Award Agreement pursuant to the Amended & Restated 2015 Equity Incentive Plan.
Previously filed on Form 10-K on March 1, 2021.
10.56† Form of Restricted Stock Unit Award Agreement Performance-Based (TSR) pursuant to the Amended & Restated 2015 Equity Incentive Plan.
Previously filed on Form 10-K on March 1, 2021.
10.57† Form of Restricted Stock Unit Time-Based Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.
Previously filed on Form 10-K filed on February 28, 2020.
10.58† Form of Director Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.
Previously filed on Registration Statement Form S-1 filed by Eldorado Resorts, Inc. June 14, 2015.
10.59† Form of Performance Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.
Previously filed on Form 10-K filed on March 1, 2019.
10.60 Registration Rights Agreement, dated as of May 1, 2017, by and among Eldorado Resorts, Inc., Recreational Enterprises, Inc., GFIL Holdings, LLC and certain of its affiliates.
Previously filed on Form 8-K filed on May 1, 2017.
10.61† Amended and Restated Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Bret Yunker.
Previously filed on Form 8-K on January 4, 2022.
10.62† Amended and Restated Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Gary Carano.
Previously filed on Form 8-K on January 4, 2022.
10.63† Amended and Restated Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Thomas Reeg.
Previously filed on Form 8-K filed on January 4, 2022.
10.64† Amended and Restated Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Anthony Carano.
Previously filed on Form 8-K filed on January 4, 2022.
10.65† Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Stephanie Lepori.
Previously filed on Form 8-K filed on January 4, 2022.
10.66† Amended and Restated Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Edmund L. Quatmann, Jr.
Previously filed on Form 8-K filed on January 4, 2022.
10.67 Amended and Restated Omnibus Amendment to Leases, dated as of October 27, 2020, by and among the entities listed on schedule A thereto, CPLV Property Owner LLC, Claudine Propco LLC, Harrah’s Joliet Landco LLC, CEOC, LLC, the entities listed on schedule B thereto, Desert Palace LLC, Harrah’s Las Vegas, LLC and Des Plaines Development Limited Partnership.
Previously filed on Form 10-Q filed on November 9, 2020.
10.68 Second Amended and Restated Master Lease, dated as of December 18, 2020, by and between Tropicana Entertainment, Inc. and GLP Capital L.P.
Filed herewith.
10.69 w
Credit Agreement, dated as of April 22, 2021, by and among Caesars Cayman Finance Limited, the lenders party thereto from time to time and Deutsche Bank AG, London Branch, as administrative agent and collateral agent.
Previously filed on Form 8-K on April 26, 2021.
10.70 First Amendment to Credit Agreement, dated as of June 14, 2021, by and among Caesars Cayman Finance Limited, Caesars UK Holdings Limited, the lenders party thereto and Deutsche Bank AG, London Branch, as administrative agent.
Filed herewith.
10.71 Trust Deed dated as of May 1, 2019, by and between William Hill PLC, William Hill Organization Limited, WHG (International) Limited and The Law Debenture Trust Corporation p.l.c. as trustee.
Previously filed on Form 8-K filed on April 26, 2021.
10.72 Trust Deed dated as of May 27, 2016, by and between William Hill PLC, William Hill Organization Limited, WHG (International) Limited, William Hill Australia Holdings PTY Limited and The Law Debenture Trust Corporation p.l.c. as trustee.
Previously filed on Form 8-K filed on April 26, 2021.
14 Code of Ethics and Business Conduct
Filed herewith.
21 Subsidiaries of the Registrant
Filed herewith.
23.1 Consent of Deloitte & Touche LLP
Filed herewith.
23.2 Consent of Ernst & Young LLP
Filed herewith.
31.1 Certification of Thomas R. Reeg pursuant to Rule 13a-14a and Rule 15d-14(a)
Filed herewith.
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Exhibit
Number
Description of Exhibit Method of Filing
31.2 Certification of Bret Yunker pursuant to Rule 13a-14a and Rule 15d-14(a)
Filed herewith.
32.1 Certification of Thomas R. Reeg in accordance with 18 U.S.C. Section 1350
Filed herewith.
32.2 Certification of Bret Yunker in accordance with 18 U.S.C. Section 1350
Filed herewith.
99.1 Gaming and Regulatory Overview
Filed herewith.
99.2 Financial Information of Caesars Resort Collection, LLC
Filed herewith.
101.1 Inline XBRL Instance Document Filed herewith.
101.2 Inline XBRL Taxonomy Extension Schema Document Filed herewith.
101.3 Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith.
101.4 Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith.
101.5 Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith.
101.6 Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herewith.
______________________
† Denotes a management contract or compensatory plan or arrangement.
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
** Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) could be competitively harmful if publicly disclosed.
w Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Item 16. Form 10-K Summary
None.
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Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY
CAESARS ENTERTAINMENT, INC.
CONDENSED BALANCE SHEETS
As of December 31,
(In millions) 2021 2020
ASSETS
Current assets $ 221 $ 3,038
Investment in and advances to unconsolidated affiliates 60 128
Investment in subsidiaries 10,311 6,798
Property and equipment, net 8 18
Other assets, net 333 513
Total assets $ 10,933 $ 10,495
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities $ 228 $ 231
Long-term debt, less current portion 6,190 5,084
Deferred income taxes — 4
Other long-term liabilities 35 160
Total liabilities 6,453 5,479
Total stockholders’ equity 4,480 5,016
Total liabilities and stockholders’ equity $ 10,933 $ 10,495
See accompanying Notes to Condensed Financial Information.
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Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY
CAESARS ENTERTAINMENT, INC.
CONDENSED STATEMENTS OF OPERATIONS
Years Ended December 31,
(In millions) 2021 2020 2019
Net revenues $ 4 $ 7 $ 7
Expenses:
Corporate expense 43 71 65
Management fee — ( 36 ) ( 22 )
Depreciation and amortization 6 6 5
Transaction costs and other operating costs 60 113 57
Total operating expenses 109 154 105
Operating loss ( 105 ) ( 147 ) ( 98 )
Other expense:
Interest expense ( 395 ) ( 257 ) ( 141 )
Gain (loss) on interests in subsidiaries ( 437 ) ( 1,346 ) 210
Loss on extinguishment of debt ( 14 ) ( 132 ) ( 8 )
Other income (loss) ( 72 ) 197 9
Loss from operations before income taxes ( 1,023 ) ( 1,685 ) ( 28 )
Income tax benefit (provision) 4 ( 72 ) 109
Net income (loss) $ ( 1,019 ) $ ( 1,757 ) $ 81
See accompanying Notes to Condensed Financial Information.
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Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY
CAESARS ENTERTAINMENT, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(In millions) 2021 2020 2019
Cash flows used in operating activities $ ( 448 ) $ ( 296 ) $ ( 64 )
Cash flows from investing activities
Purchase of property and equipment, net ( 1 ) ( 8 ) ( 5 )
Former Caesars acquisition — ( 8,470 ) —
William Hill Acquisition ( 3,938 ) — —
Investments in unconsolidated affiliates — — ( 1 )
Proceeds from sale of businesses, property and equipment, net of cash sold — — ( 209 )
Proceeds from the sale of investments 89 24 —
Cash flows used in investing activities ( 3,850 ) ( 8,454 ) ( 215 )
Cash flows from financing activities
Proceeds from long-term debt and revolving credit facilities 1,200 9,365 33
Debt issuance and extinguishment costs ( 17 ) ( 353 ) ( 1 )
Repayments of long-term debt and revolving credit facilities ( 100 ) ( 3,339 ) ( 736 )
Net proceeds from related parties 705 1,320 1,022
Cash paid to settle convertible notes ( 367 ) ( 903 ) —
Proceeds from sale-leaseback financing arrangement — 3,219 —
Taxes paid related to net share settlement of equity awards ( 45 ) ( 16 ) ( 8 )
Proceeds from issuance of common stock 3 2,718 —
Cash flows provided by financing activities 1,379 12,011 310
Effect of foreign currency exchange rates on cash — 129 —
Net increase (decrease) in cash, cash equivalents, and restricted cash ( 2,919 ) 3,390 31
Cash, cash equivalents, and restricted cash, beginning of period 3,434 44 13
Cash, cash equivalents, and restricted cash, end of period $ 515 $ 3,434 $ 44
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED BALANCE SHEETS
Cash and cash equivalents in current assets $ 199 $ 1,114 $ 44
Restricted cash in current assets — 1,895 —
Restricted and escrow cash included in other assets, net 316 425 —
Total cash, cash equivalents and restricted cash $ 515 $ 3,434 $ 44
See accompanying Notes to Condensed Financial Information.
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Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY
CAESARS ENTERTAINMENT, INC.
NOTES TO CONDENSED FINANCIAL INFORMATION
1. Background and basis of presentation
These condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of Caesars Entertainment, Inc. and its subsidiaries exceed 25% of the consolidated net assets of Caesars Entertainment, Inc. and its subsidiaries (the “Company”). This information should be read in conjunction with the Company’s consolidated financial statements included elsewhere in this filing.
2. Restricted net assets of subsidiaries
Certain of the Company’s subsidiaries have restrictions on their ability to pay dividends or make intercompany loans and advances pursuant to financing arrangements and regulatory restrictions. The amount of restricted net assets the Company’s consolidated subsidiaries held as of December 31, 2021 was approximately $ 4.4 billion. Such restrictions are on net assets of Caesars Entertainment, Inc. and its subsidiaries. The amount of restricted net assets in the Company’s unconsolidated subsidiaries was not material to the financial statements.
3. Commitments, contingencies, and long-term obligations
For a discussion of the Company’s commitments, contingencies, and long-term obligations under its credit facilities, see Note 11 and Note 12 of the Company’s consolidated financial statements.
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAESARS ENTERTAINMENT, INC.
By: /s/ Thomas R. Reeg
Dated: February 23, 2022 Thomas R. Reeg
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Thomas R. Reeg Chief Executive Officer (Principal Executive Officer) and Director February 23, 2022
Thomas R. Reeg
/s/ Bret Yunker Chief Financial Officer (Principal Financial Officer) February 23, 2022
Bret Yunker
/s/ Stephanie D. Lepori Chief Administrative and Accounting Officer (Principal Accounting Officer) February 23, 2022
Stephanie D. Lepori
/s/ Gary L. Carano Executive Chairman of the Board February 23, 2022
Gary L. Carano
/s/ Bonnie Biumi Director February 23, 2022
Bonnie Biumi
/s/ Jan Jones Blackhurst Director February 23, 2022
Jan Jones Blackhurst
/s/ Frank J. Fahrenkopf Jr. Director February 23, 2022
Frank J. Fahrenkopf Jr.
/s/ Don Kornstein Director February 23, 2022
Don Kornstein
/s/ Courtney Mather Director February 23, 2022
Courtney Mather
/s/ Sandra Douglass Morgan Director February 23, 2022
Sandra Douglass Morgan
/s/ Michael E. Pegram Director February 23, 2022
Michael E. Pegram
/s/ David P. Tomick Director February 23, 2022
David P. Tomick
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