~~ASU 2016-16,~~ ~~Income Taxes~~ ~~(see Note 13).~~


•	ASU 2014-09, Revenue from Contracts with Customers (see Note 12).


•	ASU 2016-16, Income Taxes (see Note 14).

In 2018, the following ASUs became effective, but there was no effect on our financial statements:


•	ASU 2018-09, Codification Improvements.

~~ASU 2018-05,~~ ~~Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118~~.

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~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~~.


•	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.

The following ~~amendments to the FASB ASC~~ASUs are not yet effective:

Codification Improvements - July 2018: Amended guidance provides miscellaneous changes to clarify, correct errors in, or make minor improvements to the ASC. These amendments make the ASC easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. Many of the amendments in this update do not have transition guidance and were effective upon issuance of the update. We assessed these updates and noted no applicability to Caesars. However, several amendments in this update do have transition guidance with effective dates for annual periods beginning after December 15, 2018 for public business entities. We are currently assessing the effect the adoption of the remaining amendments in this standard will have on our financial statements.

Intangibles - Goodwill and Other - Internal-Use Software - August 2018: Amended guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements.

Compensation - Retirement Benefits - August 2018: Amended guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans including (i) removing certain disclosure requirements such as the amount and timing of plan assets expected to be returned to the employer, (ii) adding certain disclosure requirements such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period, and (iii) clarifying certain disclosure requirements such as disclosing the projected benefit obligation (“PBO”) and fair value of plan assets for plans with PBOs in excess of plan assets. The amendments in this update are effective for public entities for fiscal years ending after December 15, 2020. Early adoption is permitted. We do not expect the adoption of this standard to have a material impact on our financial statements.

Fair Value Measurement - August 2018: Amended guidance modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements.

Previously Disclosed

Compensation - Stock Compensation - June 2018: Amended guidance expands the scope of employee share-based payments to include share-based payment transactions for acquiring goods and services from nonemployees. Equity-classified share-based payment awards issued to nonemployees will be measured on the grant date, instead of the previous requirement to remeasure the awards through the performance completion date. This amended guidance also clarifies that any share-based payment awards issued to customers should be evaluated under ASC 606, Revenue from Contracts with Customers. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements.

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~Previously Disclosed~~

Income Statement - Reporting Comprehensive Income - February 2018:Amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings effectively eliminating the stranded tax effects resulting from the Tax Cuts and Jobs Act (the U.S. federal government enacted a tax bill, H.R.1, An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018) (the “Tax Act”). Because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not impacted. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Amendments in this update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. We are currently assessing the effect the adoption of this standard will have on our financial statements.

Leases - February 2016 (amended through July 2018): The amended guidance ~~requires most lease obligations~~is intended to ~~be recognized as a~~increase transparency and comparability among organizations by requiring additional disclosures to reflect the significance of an entity’s leasing arrangements and by recognizing right-of-use (“ROU”) ~~asset with a corresponding liability~~assets and lease liabilities on the balance sheet. ~~The guidance requires additional qualitative and quantitative disclosures to aid users in assessing the amount, timing, and uncertainty of cash flows arising from leases.~~ Many long-term operating leases, including agreements relating to ~~slot machines and~~ real estate, may be recorded on the balance sheet as an ROU asset with a corresponding lease liability, which will be amortized using the effective interest rate method as payments are made. ~~Leases~~Certain leases embedded in other arrangements, ~~will~~such as service and supplier contracts, may be accounted for separately by allocating payments between lease and ~~nonlease~~non-lease components. As a practical expedient, lessees are permitted to make an accounting policy election by class of underlying asset to account for each lease and nonlease component as a single lease component. The amended guidance will not require us to re-evaluate land easements that exist or expired before adoption that were not previously accounted for as a lease under Topic 840.

This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. ~~The guidance should be implemented for the earliest period presented using a modified retrospective approach.~~ We will adopt the new standard on January 1, ~~2019. The qualitative~~2019, and ~~quantitative~~we have elected to apply the guidance as of the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. Under this method, comparative periods will continue to be reported under legacy lease accounting guidance consistent with previously issued financial statements. We are currently assessing the effects ~~of adoption are still being analyzed as we are in~~ the ~~process of cataloging~~guidance will have on our ~~existing lease contracts~~financial statements and ~~identifying arrangements containing embedded leases.~~related disclosures.

Financial Instruments - Credit Losses - June 2016 (amended January 2017): Amended guidance replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Amendments affect entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. Amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements.

Note 4 — ~~Property~~Business Combination

Acquisition of Centaur Holdings, LLC

As described in Note 1, on July 16, 2018 (the “Centaur Closing Date”), CEC completed its acquisition of all of the voting equity interest of Centaur, for consideration of $1.7 billion. This acquisition expands our footprint to the central Indiana region and ~~Equipment~~facilitates broad distribution of the Total Rewards program. Acquisition-related costs included in Other operating costs in the Statements of Operations were $3 million and $6 million, respectively, during the three and nine months ended September 30, 2018. Consideration transferred was composed of the following:

(In millions) June 30, 2018 December 31, 2017
Land and land improvements $ 4,850
$ 4,930
Buildings, riverboats and leasehold improvements 11,939
11,751
Furniture, fixtures, and equipment 1,397
1,277
Construction in progress 163
329
Total property and equipment 18,349
18,287
Less: accumulated depreciation (2,505 ) (2,133 )
Total property and equipment, net $ 15,844
$ 16,154



(In millions)
Cash paid	$	1,636
Deferred consideration ⁽¹⁾	66
Total purchase price	$	1,702

____________________


⁽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.

Additionally, CEC paid a $50 million license transfer fee on behalf of Hoosier Park Racing & Casino.

Depreciation Expense and Capitalized Interest
Three Months Ended June 30, Six Months Ended June 30,
(In millions) 2018 2017 2018 2017
Depreciation expense $ 251
$ 81
$ 515
$ 168
Capitalized interest 1
1
3
2

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

~~Note 5 — Goodwill~~Purchase Price Allocation

The following table summarizes the preliminary fair value of assets acquired and ~~Other Intangible Assets~~liabilities assumed as part of the Centaur acquisition. We will continue to evaluate the fair value of the assets acquired and liabilities assumed which may require the preliminary purchase price allocation to be adjusted within the allowable measurement period. The intangible assets subject to amortization will be amortized on a straight-line basis over their estimated useful lives as of the acquisition date.

Changes in Carrying Value of Goodwill and Other Intangible Assets
Amortizing Intangible Assets Non-Amortizing Intangible Assets
(In millions) Goodwill Other
Balance as of December 31, 2017 $ 355
$ 3,815
$ 1,254
Other —
(1 ) (3 )
Amortization (33 ) —
—
Balance as of June 30, 2018 $ 322
$ 3,814
$ 1,251



(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	(285		)
Total liabilities	(377		)
Net identifiable assets acquired	1,432
Goodwill	270
Total Centaur equity value	$	1,702

____________________


⁽¹⁾	Indefinite-lived intangible assets.

We applied the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations (“ASC 805”). Goodwill of $270 million was recognized as a result of the transaction and relates to (i) the values of acquired assets that do not meet the definition of an identifiable intangible asset under ASC 805, but that do contribute to the value of the acquired business, including the assembled workforce and relationships with customers that are not tracked through their customer loyalty program; (ii) the going-concern value associated with expectations of forging relationships with future customers; (iii) the assemblage value associated with acquiring an on-going business whose value is worth more than simply the sum of its parts; (iv) synergies associated with centralized services; and (v) the future potential expansion of table games to the properties. All of the goodwill was assigned to our Other U.S. segment. None of the goodwill recognized is expected to be deductible for income tax purposes.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of Centaur as if it had occurred on January 1, 2017, and is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of this date. The pro forma results include adjustments related to purchase accounting, primarily interest expense related to the legacy debt of Centaur that was not acquired, tax adjustments and amortization of intangible assets. Net loss for the nine months ended September 30, 2017 below includes a discrete tax benefit of $185 million, resulting from a partial release of valuation allowance in connection with the acquisition. The net deferred tax liability resulting from the acquisition of Centaur provided a source of additional future taxable income requiring us to reassess the amount of valuation allowance previously recorded. The deferred tax liability considered the 21% corporate tax rate enacted by the Tax Act.

Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill
June 30, 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
Customer relationships 4.5 $ 1,030
$ (725 ) $ 305
$ 1,030
$ (693 ) $ 337
Contract rights 6.5 3
(2 ) 1
3
(2 ) 1
Gaming rights and other 6.0 43
(27 ) 16
43
(26 ) 17
$ 1,076
$ (754 ) 322
$ 1,076
$ (721 ) 355
Non-amortizing intangible assets
Trademarks 790
790
Gaming rights 208
211
Total Rewards 253
253
1,251
1,254
Total intangible assets other than goodwill $ 1,573
$ 1,609

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2018			2017			2018			2017
Net revenues	$	2,210		$	1,116		$	6,551		$	3,337
Net loss attributable to Caesars	(70		)	(230		)	(26		)	(2,131		)

The results of operations for Centaur have been included in the Company’s Financial Statements since the acquisition date. The acquired business contributed $105 million and $22 million, respectively, to Net revenues and Income from operations to CEC for the period from July 16, 2018 to September 30, 2018.

Note 5 — Property and Equipment



(In millions)	September 30, 2018			December 31, 2017 ⁽¹⁾
Land	$	4,871		$	4,857
Buildings, riverboats, and leasehold and land improvements	12,157			11,824
Furniture, fixtures, and equipment	1,530			1,277
Construction in progress	244			329
Total property and equipment	18,802			18,287
Less: accumulated depreciation	(2,773		)	(2,133		)
Total property and equipment, net	$	16,029		$	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 Capitalized Interest

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2018		2017		2018		2017
Depreciation expense	$	277	$	135	$	792	$	303
Capitalized interest	2		2		5		4

Note 6 — Goodwill and Other Intangible Assets

Changes in Carrying Value of Goodwill and Other Intangible Assets

	Amortizing Intangible Assets			Non-Amortizing Intangible Assets
(In millions)	Amortizing Intangible Assets			Goodwill			Other
Balance as of December 31, 2017	$	355		$	3,815		$	1,254
Centaur acquisition ⁽¹⁾	55			270			1,390
Amortization	(51		)	—			—
Other	—			(2		)	5
Balance as of September 30, 2018	$	359		$	4,083		$	2,649

____________________


⁽¹⁾	See Note 4 for further details relating to the acquisition of Centaur.

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill

	September 30, 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
Trade names and trademarks	2.3	$	14	$	(1	)	$	13	$	—	$	—		$	—
Customer relationships	4.7	1,071		(741		)	330		1,030		(693		)	337
Contract rights	6.3	3		(2		)	1		3		(2		)	1
Gaming rights and other	5.8	43		(28		)	15		43		(26		)	17
		$	1,131	$	(772	)	359		$	1,076	$	(721	)	355
Non-amortizing intangible assets
Trademarks							790							790
Gaming rights							1,606							211
Total Rewards							253							253
							2,649							1,254
Total intangible assets other than goodwill							$	3,008						$	1,609

Note 7 — Fair Value Measurements

Items Measured at Fair Value on a Recurring Basis

The following table shows the fair value of our financial assets and financial liabilities that are required to be measured at fair value as of the date shown:

Estimated Fair Value

(In millions)	Balance		Level 1		Level 2		Level 3
September 30, 2018
Assets
Government bonds	$	21	$	—	$	21	$	—
Derivative instruments - interest rate swaps	31		—		31		—
Total assets at fair value	$	52	$	—	$	52	$	—
Liabilities
Derivative instruments - CEC Convertible Notes	$	738	$	—	$	—	$	738
Disputed claims liability	73		—		—		73
Total liabilities at fair value	$	811	$	—	$	—	$	811

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

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Estimated Fair Value
(In millions) Balance Level 1 Level 2 Level 3
June 30, 2018
Assets
Government bonds $ 19
$ —
$ 19
$ —
Derivative instruments - interest rate swaps 18
—
18
—
Total assets at fair value $ 37
$ —
$ 37
$ —
Liabilities
Derivative instruments - interest rate swaps $ 1
$ —
$ 1
$ —
Derivative instruments - CEC Convertible Notes 831
—
—
831
Disputed claims liability 86
—
—
86
Total liabilities at fair value $ 918
$ —
$ 1
$ 917

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

	Three Months Ended September 30, 2018						Nine Months Ended September 30, 2018
(In millions)	Derivative Instruments			Disputed Claims Liability			Derivative Instruments			Disputed Claims Liability
Balance as of beginning of period	$	831		$	86		$	1,016		$	112
Change in fair value recorded in Restructuring and support expenses and other	(97		)	(1		)	(282		)	(10		)
Change due to resolved claims in Disputed claims liability	4			(12		)	4			(29		)
Balance as of end of period	$	738		$	73		$	738		$	73

Changes in Level 3 Fair Value Measurements
Three Months Ended June 30, 2018 Six Months Ended June 30, 2018
(In millions) Derivative Instruments Disputed Claims Liability Derivative Instruments Disputed Claims Liability
Balance as of beginning of period $ 856
$ 102
$ 1,016
$ 112
Change in fair value recorded in Restructuring and support expenses and other (25 ) (1 ) (185 ) (9 )
Change due to resolved claims in Disputed claims liability —
(15 ) —
(17 )
Balance as of end of period $ 831
$ 86
$ 831
$ 86

Equity Securities

Investments in equity securities are traded in active markets and have readily determined market values. These investments were included in Prepayments and other current assets on our Balance Sheets. Gross unrealized gains and losses on marketable securities were not material as of December 31, 2017.

~~CAESARS ENTERTAINMENT CORPORATION~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

Government Bonds

Investments primarily consist of debt securities held by our captive insurance entities that are traded in active markets, have readily determined market values, and have maturity dates of greater than three months from the date of purchase. These investments primarily represent collateral for several escrow and trust agreements with third-party beneficiaries and are recorded in Deferred charges and other assets while a portion is included in Prepayments and other current assets in our Balance Sheets.

Derivative Instruments

We do not purchase or hold any derivative financial instruments for trading purposes.

CEC Convertible Notes - Derivative Liability

On the Effective Date, CEC issued $1.1 billion aggregate principal amount of 5.00% convertible senior notes maturing in 2024 (the “CEC Convertible Notes”) to CEOC’s creditors pursuant to the terms of the Plan. The CEC Convertible Notes were issued pursuant to the Indenture, dated as of October 6, 2017.

The CEC Convertible Notes are convertible at the option of holders into a number of shares of CEC common stock that is equal to approximately 0.139 shares of CEC common stock per $1.00 principal amount of CEC Convertible Notes, which is equal to an initial conversion price of $7.19 per share. If all the shares were issued on the Effective Date, they would have represented approximately 17.9% of the shares of CEC common stock outstanding on a fully diluted basis. The holders of the CEC Convertible Notes can convert them at any time after issuance. CEC can convert the CEC Convertible Notes beginning in October 2020 if the last reported sale price of CEC common stock equals or exceeds 140% of the conversion price for the CEC Convertible Notes in effect on each of at least 20 trading days during any 30 consecutive trading day period. As of ~~June~~September 30, 2018, an immaterial amount of the CEC Convertible Notes were converted into shares of CEC common stock. An aggregate of 156 million shares of CEC common stock are issuable upon conversion of the CEC Convertible Notes. As of ~~June~~September 30, 2018, the remaining life of the CEC Convertible Notes is ~~6.25~~6 years.

Management analyzed the conversion features for derivative accounting consideration under ASC Topic 815, Derivatives and Hedging, (“ASC 815”) and determined that the CEC Convertible Notes contains bifurcated derivative features and qualifies for derivative accounting. In accordance with ASC 815, CEC has bifurcated the conversion features of the CEC Convertible Notes and recorded a derivative liability. The CEC Convertible Notes derivative features are not designated as hedging instruments. The derivative features of the CEC Convertible Notes are carried on CEC’s Balance Sheet at fair value in Deferred credits and other liabilities. The derivative liability is marked-to-market each measurement period, and any unrealized change in fair value is recorded as a component of Restructuring and support expenses and other in the Statements of Operations. The derivative liability associated with the CEC Convertible Notes will remain in effect until such time as the underlying convertible notes are exercised or terminated and the resulting derivative liability will be transitioned from a liability to equity as of such date.

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Valuation Methodology

We estimated the fair value of the CEC Convertible Notes using a binomial lattice valuation model that incorporated the value of both the straight debt and conversion features of the notes. The CEC Convertible Notes have a face value of $1.1 billion, a term of 7 years, a coupon rate of 5%, and are convertible into 156 million shares of CEC common stock. The valuation model incorporated assumptions regarding the incremental cost of borrowing for CEC, the value of CEC’s equity into which these notes could convert, the expected volatility of such equity, and the risk-free rate.

Key Assumptions as of ~~June~~September 30, 2018:

~~Incremental cost of borrowing - 6.0%~~

~~Expected volatility - 35%~~

~~Risk-free rate - 2.8%~~


•	Incremental cost of borrowing - 6.0%


•	Expected volatility - 30%


•	Risk-free rate - 3.0%

Since the key assumptions used in the valuation model, including CEC’s estimated incremental cost of borrowing and the expected volatility of CEC’s equity, were significant unobservable inputs, the fair value for the conversion features of the CEC Convertible Notes was classified as Level 3.

~~CAESARS ENTERTAINMENT CORPORATION~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

Interest Rate Swap Derivatives

We use forward-starting interest rate swaps to manage the mix of our debt between fixed and variable rate instruments. During the ~~six~~nine months ended ~~June~~September 30, 2018, we entered into six interest rate swap agreements to fix the interest rate on $2.0 billion of variable rate debt. As of ~~June~~September 30, 2018, we have entered into a total of ten interest rate swap agreements for notional amounts totaling $3.0 billion. The interest rate swaps are designated as cash flow hedging instruments. The difference to be paid or received under the terms of the interest rate swap agreements will be accrued as interest rates change and recognized as an adjustment to interest expense for the related debt beginning on December 31, 2018. Changes in the variable interest rates to be paid or received pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows.

The major terms of the interest rate swap agreements as of ~~June~~September 30, 2018 are as follows:



Effective Date	Notional Amount (In millions)	Fixed Rate Paid	Variable Rate Received as of September 30, 2018	Maturity Date
12/31/2018	250	2.274%	N/A	12/31/2022
12/31/2018	200	2.828%	N/A	12/31/2022
12/31/2018	600	2.739%	N/A	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

Effective Date
Notional Amount
(In millions)
Fixed Rate Paid
Variable Rate Received as of
June 30, 2018
Maturity Date
12/31/2018 250 2.274% N/A 12/31/2022
12/31/2018 200 2.828% N/A 12/31/2022
12/31/2018 600 2.739% N/A 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

Valuation Methodology

The estimated fair values of our interest rate swap derivative instruments are derived from market prices obtained from dealer quotes for similar, but not identical, assets or liabilities. Such quotes represent the estimated amounts we would receive or pay to terminate the contracts. The interest rate swap derivative instruments are included in either Deferred charges and other assets or Deferred credits and other liabilities on our Balance Sheets. Our derivatives are recorded at their fair values, adjusted for the credit rating of the counterparty if the derivative is an asset, or adjusted for the credit rating of the Company if the derivative is a liability. None of our derivative instruments are offset and all were classified as Level 2.

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The effect of derivative instruments designated as hedging instruments on the Balance Sheet for amounts transferred into Accumulated other comprehensive income (“AOCI”) was ~~$12~~$14 million and ~~$17~~$31 million, respectively, during the three and ~~six~~nine months ended ~~June~~September 30, 2018. The estimated amount of existing gains that are reported in AOCI at the reporting date that are expected to be reclassified into earnings within the next 12 months is approximately $8 million.

Disputed Claims Liability

CEC and CEOC deposited cash, CEC common stock, and CEC Convertible Notes into an escrow trust to be distributed to satisfy certain remaining unsecured claims (excluding debt claims) as they become allowed (see Note 7)8). We have estimated the fair value of the remaining liability of those claims. As key assumptions used in the valuation model, including assumptions for the conversion features of the CEC Convertible Notes, include significant unobservable inputs, the fair value of the liability is classified as Level 3.

Note 78 — Litigation, Contractual Commitments, and Contingent Liabilities

Litigation

Caesars is party to ordinary and routine litigation incidental to our business. We do not expect the outcome of any such litigation to have a material effect on our consolidated financial position, results of operations, or cash flows.

~~CAESARS ENTERTAINMENT CORPORATION~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

Contractual Commitments

Except as described in Note 6,7, during the ~~six~~nine months ended ~~June~~September 30, 2018, we have not entered into any material contractual commitments outside of the ordinary course of business that have materially changed our contractual commitments as compared to December 31, 2017.

Exit Cost Accruals

As of ~~June~~September 30, 2018 and December 31, 2017, exit costs were included in Accrued expenses and other current liabilities and Deferred credits and other liabilities on the accompanying Balance Sheets for accruals related to the following:


(In millions)	Accrual Obligation End Date	June 30, 2018		December 31, 2017		Accrual Obligation End Date	September 30, 2018		December 31, 2017
Iowa greyhound pari-mutuel racing fund	December 2021	$	32	$	40	December 2021	$	33	$	40
Future obligations under land lease agreements ⁽¹⁾	December 2092	43		43		December 2092	43		43
Permanent closure of international properties⁽²⁾	January 2032	18		18		January 2032	10		18
Total		$	93	$	101		$	86	$	101

____________________


⁽¹⁾	Associated with the abandonment of a construction project near the Mississippi Gulf Coast.


⁽²⁾	Properties include Alea Leeds, Golden Nugget and Southend.

NV Energy

In September 2017, we filed our final notice to proceed with our plan to exit the fully bundled sales system of NV Energy for our Nevada casino properties and purchase energy, capacity, and/or ancillary services from a provider other than NV Energy. The transition to unbundle electric service was completed in the first quarter of 2018 (the “Cease-Use Date”). As a result of our decision to exit, an order from the Public Utilities Commission of Nevada required that we pay an aggregate exit fee of $48 million. These fees are payable over three to six years at an aggregate present value of ~~$37~~$36 million as of ~~June~~September 30, 2018 and are recorded in Accrued expenses and other current liabilities and Deferred credits and other liabilities on the Balance Sheets.

For six years following the Cease-Use Date, we will also be required to make ongoing payments to NV Energy for non-bypassable rate charges, which primarily relate to each entity’s share of NV Energy’s portfolio of above-market renewable energy contracts and the costs of decommissioning and remediation of coal-fired power plants. As of the effective date of the transition, total fees to be incurred ~~are~~were $31 million, which was ~~recorded~~accrued at aits present value in the first quarter of ~~$26~~2018. As of September 30, 2018, $25 million was recorded in Accrued expenses and other current liabilities and Deferred credits and other liabilities on the Balance ~~Sheets as of June 30, 2018.~~Sheets. The amount will be adjusted in the future if actual fees incurred differ from our estimates.

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Golf Course Properties

Concurrently with the execution of the leases CEOC LLC maintains with VICI, certain golf course properties (the “Golf Course Properties”) were sold to VICI, and CEOC LLC entered into a golf course use agreement (the “Golf Course Use Agreement”) with VICI. An obligation of $143 million is recorded in Deferred credits and other liabilities as of ~~June~~September 30, 2018 representing the fair value of the $10 million in annual payments to be made under the Golf Course Use Agreement, which exceeds the fair value of services being received.

The obligation is being amortized using the effective interest method over the term of the Golf Course Use Agreement which continues through October 2052. The amortization on this obligation for the three and ~~six~~nine months ended ~~June~~September 30, 2018 was $2$3 million and $5$8 million, respectively, reflected in Interest expense in our Statement of Operations.

Resolution of Disputed Claims

Prior to the Effective Date, CEOC’s financial statements included amounts classified as liabilities subject to compromise, which represented estimates of pre-petition obligations impacted by the Chapter 11 reorganization process. These amounts represented the Debtors’ then-current estimate of known or potential pre-petition obligations to be resolved in connection with CEOC’s emergence from bankruptcy.

Following the Effective Date, actions to enforce or otherwise affect repayment of liabilities preceding January 15, 2015 (the “Petition Date”), as well as pending litigation against the Debtors related to such liabilities, generally have been permanently

~~CAESARS ENTERTAINMENT CORPORATION~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

enjoined. Any unresolved claims will continue to be subject to the claims reconciliation process under the supervision of the Bankruptcy Court. CEOC LLC will continue the process of reconciling such claims to the amounts listed by the Debtors in their schedules of assets and liabilities, as amended. The amounts submitted by claimants that remain unresolved total approximately ~~$777~~$614 million. We estimate the fair value of these claims to be ~~$86~~$73 million as of ~~June~~September 30, 2018, which is based on management’s estimate of the claim amounts that the Bankruptcy Court will ultimately allow and the fair value of the underlying CEC common stock and CEC Convertible Notes held in escrow for the purpose of resolving those claims.

Pursuant to the Plan, CEC and CEOC deposited cash, CEC common stock, and CEC Convertible Notes into an escrow trust to be distributed to satisfy certain remaining unsecured claims (excluding debt claims) as they become allowed. As claims are resolved, the claimants receive distributions of CEC common stock, cash or cash equivalents, and/or CEC Convertible Notes from the reserves on the same basis as if such distributions had been made on or about the Effective Date. To the extent that any of the reserved shares, cash, and convertible notes remain undistributed upon resolution of the remaining disputed claims, such amounts will be returned to CEC.

As of ~~June~~September 30, 2018, approximately $51 million in cash, 8 million shares of CEC common stock, and $33 million in principal value of CEC Convertible Notes remain in reserve for distribution to holders of disputed claims whose claims may ultimately become allowed in the escrow trust. The CEC common stock and CEC Convertible Notes held in the escrow trust are treated as not outstanding in CEC’s Financial Statements. We estimate that the number of shares, cash, and CEC Convertible Notes reserved is sufficient to satisfy the Debtors’ obligations under the Plan.

Contingent Liabilities

Self-Insurance

We are self-insured for workers compensation and other risk insurance, as well as health insurance effective in the first quarter of 2017 when the liability related to certain health insurance contracts was transferred from CEOC to Caesars Enterprise Services, LLC (“CES”). Our total estimated self-insurance liability was ~~$180~~$185 million and $192 million, respectively, as of ~~June~~September 30, 2018 and December 31, 2017.

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 89 — Debt


	June 30, 2018								December 31, 2017			September 30, 2018								December 31, 2017
(Dollars in millions)	Final Maturity	Rate(s) ⁽¹⁾	Face Value			Book Value			Book Value			Final Maturity	Rate(s) ⁽¹⁾	Face Value			Book Value			Book Value
Secured debt	Secured debt											Secured debt
CRC Revolving Credit Facility	2022	variable ⁽²⁾	$	—		$	—		$	—		2022	variable ⁽²⁾	$	100		$	100		$	—
CRC Term Loan	2024	variable ⁽³⁾	4,676			4,595			4,616			2024	variable ⁽³⁾	4,665			4,586			4,616
CEOC LLC Revolving Credit Facility	2022	variable ⁽⁴⁾	—			—			—			2022	variable ⁽⁴⁾	—			—			—
CEOC LLC Term Loan	2024	variable ⁽⁵⁾	1,493			1,490			1,499			2024	variable ⁽⁵⁾	1,489			1,487			1,499
Unsecured debt	Unsecured debt											Unsecured debt
CEC Convertible Notes	2024	5.00%	1,081			1,081			1,078			2024	5.00%	1,082			1,082			1,078
CRC Notes	2025	5.25%	1,700			1,665			1,664			2025	5.25%	1,700			1,666			1,664
Special Improvement District Bonds	2037	4.30%	55			55			56			2037	4.30%	54			54			56
Total debt	Total debt		9,005			8,886			8,913			Total debt		9,090			8,975			8,913
Current portion of long-term debt	Current portion of long-term debt		(64		)	(64		)	(64		)	Current portion of long-term debt		(164		)	(164		)	(64		)
Long-term debt	Long-term debt		$	8,941		$	8,822		$	8,849		Long-term debt		$	8,926		$	8,811		$	8,849

Unamortized discounts and deferred finance charges	Unamortized discounts and deferred finance charges					$	119		$	121		Unamortized discounts and deferred finance charges					$	115		$	121
Fair value	Fair value		$	8,870								Fair value		$	9,031

____________________


⁽¹⁾	Interest rate is fixed, except where noted.


⁽²⁾	London Interbank Offered Rate (“LIBOR”) plus ~~2.13%~~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 ~~a step-down~~step-downs based on the senior secured leverage ratio in accordance with the CRC Credit Agreement.


⁽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 CEOC LLC Term Loan Repricing section below.

Annual Estimated Debt Service Requirements as of June 30, 2018
Annual Estimated Debt Service Requirements as of September 30, 2018															Annual Estimated Debt Service Requirements as of September 30, 2018

	Remaining		Years Ended December 31,												Remaining		Years Ended December 31,
(In millions)	2018		2019		2020		2021		2022		Thereafter		Total		2018		2019		2020		2021		2022		Thereafter		Total
Annual maturities of long-term debt	$	31	$	64	$	64	$	64	$	64	$	8,718	$	9,005	$	16	$	164	$	64	$	64	$	64	$	8,718	$	9,090
Estimated interest payments	230		470		480		480		480		1,010		3,150		150		490		490		490		480		1,030		3,130
Total debt service obligation ⁽¹⁾	$	261	$	534	$	544	$	544	$	544	$	9,728	$	12,155	$	166	$	654	$	554	$	554	$	544	$	9,748	$	12,220

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains or may contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-looking statements on our current expectations about future events. Further, statements that include words such as “may,” “will,” “project,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” “present,” or “pursue,” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this report. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings, and future financial results, wherever they occur in this report, are necessarily estimates reflecting the best judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in light of various important factors set forth above and from time to time in our filings with the Securities and Exchange Commission.

Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include without limitation:

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);

development of ~~the Eastside Convention Center~~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;

we may not be able to realize the anticipated benefits of our acquisition of ~~Centaur;~~Centaur, including anticipated benefits from introducing table games to the acquired properties, which is subject to approvals and may not occur;

completion of the sale of Harrah’s Philadelphia Casino and Racetrack to VICI is subject to customary closing conditions, including certain regulatory approvals and third party approvals, which may not be satisfied;

the impact of our new operating structure following CEOC’s emergence from bankruptcy;

the effects of local and national economic, credit, and capital market conditions on the economy, in general, and on the gaming industry, in particular;

the effect of reductions in consumer discretionary spending due to economic downturns or other factors and changes in consumer demands;

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;

the ability to take advantage of opportunities to grow our revenue;

the ability to use net operating losses to offset future taxable income as anticipated;

the ability to realize all of the anticipated benefits of current or potential future acquisitions;

the ability to effectively compete against our competitors;

the financial results of our consolidated businesses;

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;

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;

the ability of our customer tracking, customer loyalty, and yield management programs to continue to increase customer loyalty and ~~same-store or~~ hotel sales;

changes in the extensive governmental regulations to which we are subject and ~~(1)~~(i) changes in laws, including increased tax rates, smoking bans, regulations, or accounting standards; ~~(2)~~(ii) third-party relations; and ~~(3)~~(iii) approvals, decisions, disciplines and fines of courts, regulators, and governmental bodies;

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;

our ability to recoup costs of capital investments through higher revenues;

growth in consumer demand for non-gaming offerings;

abnormal gaming holds (“gaming hold” is the amount of money that is retained by the casino from wagers by customers);

the effects of competition, including locations of competitors, growth of online gaming, competition for new licenses, and operating and market competition;

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;

the ability to timely and cost-effectively integrate companies that we acquire into our operations;

the ability to execute on our brand licensing and management strategy is subject to third party agreements and other risks associated with new projects;

not being able to realize all of our anticipated cost savings;

the potential difficulties in employee retention, recruitment, and motivation;

our ability to retain our performers or other entertainment offerings on acceptable terms or at all;

the risk of fraud, theft, and cheating;

seasonal fluctuations resulting in volatility and an adverse effect on our operating results;

any impairments to goodwill, indefinite-lived intangible assets, or long-lived assets that we may incur;

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;

the impact of adverse legal proceedings and judicial and governmental body actions, including gaming legislative action, referenda, regulatory disciplinary actions, and fines and taxation;

acts of war or terrorist incidents (including the impact of the recent mass shooting in Las Vegas on tourism), 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 ~~our facilities;~~ours;

fluctuations in energy prices;

work stoppages and other labor problems;

our ability to collect on credit extended to our customers;

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;

a disruption, failure, or breach of our network, information systems, or other technology, or those of our vendors, on which we are dependent;

risks and costs associated with protecting the integrity and security of internal, employee, and customer data;

access to insurance for our assets on reasonable terms;

the impact, if any, of unfunded pension benefits under multi-employer pension plans; and

the other factors set forth under “Risk Factors” in our 2017 Annual Report.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

During the ~~six~~nine months ended ~~June~~September 30, 2018, we entered into six interest rate swap agreements to fix the interest rate on $2.0 billion of variable rate debt. Of our ~~$9.0~~$9.1 billion face value of debt, as of ~~June~~September 30, 2018, we have entered into ten interest rate swap agreements to fix the interest rate on $3.0 billion of variable rate debt, and ~~$3.2~~$3.3 billion of debt remains subject to variable interest rates for the term of the agreement. While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection from this risk. We do not purchase or hold any derivative financial instruments for trading purposes. See Note 67 for additional information.

There have been no other material changes to our market risk in 2018. For information on our exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in our 2017 Annual Report.


Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) at ~~June~~September 30, 2018. Based on this evaluation required by paragraph (b) of Rules 13a-15 or 15d-15, our CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2018.

Changes in Internal Controls

We have commenced several transformation initiatives to automate and simplify our business processes. These are long-term initiatives that we believe will enhance our internal control over financial reporting due to increased automation and integration of related processes. We will continue to monitor and evaluate our internal control over financial reporting throughout the transformation.

There have not been any other changes in our internal control over financial reporting during the three months ended ~~June~~September 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION


Item 1.	Legal Proceedings

From time to time, we are a defendant in various lawsuits or other legal proceedings relating to matters incidental to our business. Some of these matters involve commercial or contractual disputes, intellectual property claims, legal compliance, personal injury claims, and employment claims. As with all legal proceedings, no assurance can be provided as to the outcome of these matters and in general, legal proceedings can be expensive and time consuming. We may not be successful in the defense or prosecution of these lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition, and results of operations. See Note 7.8.


Item 1A.	Risk Factors

For risk factors that could cause actual results to differ materially from those anticipated, please refer to our 2017 Annual Report.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchase Program

On May 2, 2018, the Company announced that our Board of Directors authorized a Share Repurchase Program (the “Repurchase Program”) to repurchase up to $500 million of our common stock. On August 10, 2018, the Company announced that our Board of Directors increased its share repurchase authorization to $750 million of our common stock. Repurchases may be made at the Company’s discretion from time to time on the open market or in privately negotiated transactions. The Repurchase Program has no time limit, does not obligate the Company to make any repurchases, and may be suspended for periods or discontinued at any time. Any shares acquired are available for general corporate purposes. During the three and ~~six~~nine months ended ~~June~~September 30, 2018, we repurchased approximately ~~2.7~~28 million shares and 31 million shares, respectively, for approximately ~~$31~~$280 million and $311 million, respectively, under the program recorded in Treasury stock.

The following table presents information relating to the shares of our common stock repurchased during the three months ended ~~June~~September 30, 2018:

Month Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program
Maximum Dollar Value that May Still Be Purchased Under the Program
(in millions)
May 1 to May 31, 2018 653,808
$ 12.55
653,808
$ 492
June 1 to June 30, 2018 2,003,563
11.57
2,003,563
469
2,657,371
2,657,371



Month	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Dollar Value that May Still Be Purchased Under the Program (in millions)
July 1 to July 31, 2018	2,324,248	$	11.23	2,324,248	$	443
August 1 to August 31, 2018	25,674,273	9.89		25,674,273	439
September 1 to September 30, 2018	—	—		—	439
	27,998,521			27,998,521


Item 3.	Defaults Upon Senior Securities

None.


Item 4.	Mine Safety Disclosures

Not applicable.


Item 5.	Other Information

None.

Item 6. Exhibits

Incorporated by Reference
Exhibit
Number
Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date

2.1
Purchase and Sale Agreement, dated July 11, 2018, by and between Caesars Octavius, LLC and Octavius Propco LLC.
— 8-K — 2.1 7/12/2018

2.2
Purchase and Sale Agreement, dated July 11, 2018, by and between Chester Downs and Marina, LLC and Philadelphia Propco LLC.
— 8-K — 2.2 7/12/2018

10.1
Amendment No. 1, dated April 16, 2018, among CEOC, LLC, the lenders named therein and Credit Suisse AG, Cayman Islands Branch, as administrative agent and as collateral agent.
— 8-K — 10.1 4/16/2018

10.2
Amendment to Unit Purchase Agreement, dated May 8, 2018, among Caesars Entertainment Corporation and Clairvest GP Manageco, Inc.
X

**10.3
Second Amendment to Unit Purchase Agreement, dated July 15, 2018, among Caesars Entertainment Corporation, Clairvest GP Manageco, Inc., Centaur Holdings, LLC, and each of the Persons listed on Schedule 1 of the Unit Purchase Agreement, dated November 16, 2017.
X

10.4
Assignment Agreement, dated July 15, 2018, among Caesars Entertainment Corporation, Caesars Resort Collection, LLC, Clairvest GP Manageco, Inc. and Centaur Holdings, LLC.
X

31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X

31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X

*32.1
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X

*32.2
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X

101.INS XBRL Instance Document X

101.SCH XBRL Taxonomy Extension Schema Document X

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB XBRL Taxonomy Extension Label Linkbase Document X

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X

Incorporated by Reference

Exhibit

Number

Exhibit Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

10.1

Employment Agreement, dated August 8, 2018, between Caesars Enterprise Services, LLC and Robert J. Morse.

—

8-K

—

10.1

8/13/2018

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

11/1/2018

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

11/1/2018

*32.1

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

11/1/2018

*32.2

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

11/1/2018

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.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document



*		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.

SIGNATURE

Pursuant to the requirements 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 CORPORATION

~~August~~November 1, 2018	By:	/S/ KEITH A. CAUSEY
		Keith A. Causey
		Senior Vice President and Chief Accounting Officer



Delaware		62-1411755
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Caesars Palace Drive, Las Vegas, Nevada		89109
(Address of principal executive offices)		(Zip Code)



Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	o

		Emerging growth company	o



Class	Outstanding at ~~July~~October 30, 2018
Common stock, $0.01 par value	~~693,508,796~~669,733,000


(In millions)	June 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Assets
Current assets
Cash and cash equivalents ($40 and $58 attributable to our VIEs)	$	2,687	$	2,558
Cash and cash equivalents ($17 and $58 attributable to our VIEs)					$	1,563	$	2,558
Restricted cash	111		116		123		116
Receivables, net	443		494		472		494
Due from affiliates, net	9		11		4		11
Prepayments and other current assets ($1 and $2 attributable to our VIEs)	187		239
Prepayments and other current assets ($3 and $2 attributable to our VIEs)					178		239
Inventories	40		39		40		39
Total current assets	3,477		3,457		2,380		3,457
Property and equipment, net ($79 and $57 attributable to our VIEs)	15,844		16,154
Property and equipment, net ($84 and $57 attributable to our VIEs)					16,029		16,154
Goodwill	3,814		3,815		4,083		3,815
Intangible assets other than goodwill	1,573		1,609		3,008		1,609
Restricted cash	50		35		40		35
Deferred income taxes	2		2		2		2
Deferred charges and other assets ($30 and $0 attributable to our VIEs)	394		364
Deferred charges and other assets ($46 and $0 attributable to our VIEs)					424		364
Total assets	$	25,154	$	25,436	$	25,966	$	25,436

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable ($4 and $3 attributable to our VIEs)	$	250	$	318
Accrued expenses and other current liabilities	1,247		1,326
Accounts payable ($3 and $3 attributable to our VIEs)					$	325	$	318
Accrued expenses and other current liabilities ($1 and $0 attributable to our VIEs)					1,260		1,326
Interest payable	35		38		135		38
Contract liabilities	146		129		154		129
Current portion of financing obligations	11		9		15		9
Current portion of long-term debt	64		64		164		64
Total current liabilities	1,753		1,884		2,053		1,884
Financing obligations	9,422		9,355		9,957		9,355
Long-term debt	8,822		8,849		8,811		8,849
Deferred income taxes	550		577		716		577
Deferred credits and other liabilities	1,301		1,474		1,262		1,474
Total liabilities	21,848		22,139		22,799		22,139
Commitments and contingencies (Note 7)
Commitments and contingencies (Note 8)
Stockholders’ equity
Caesars stockholders’ equity	3,219		3,226		3,079		3,226
Noncontrolling interests	87		71		88		71
Total stockholders’ equity	3,306		3,297		3,167		3,297
Total liabilities and stockholders’ equity	$	25,154	$	25,436	$	25,966	$	25,436



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions, except per share data)	2018			2017			2018			2017
Revenues
Casino	$	1,102		$	389		$	3,147		$	1,199
Food and beverage	408			206			1,182			617
Rooms	395			253			1,150			742
Other revenue	213			145			600			409
Management fees	16			—			46			—
Reimbursed management costs	51			—			151			—
Net revenues	2,185			993			6,276			2,967
Operating expenses
Direct
Casino	625			210			1,756			659
Food and beverage	284			143			823			426
Rooms	123			83			359			245
Property, general, administrative, and other	467			247			1,340			724
Reimbursable management costs	51			—			151			—
Depreciation and amortization	295			150			843			348
Corporate expense	79			40			237			129
Other operating costs	29			36			128			53
Total operating expenses	1,953			909			5,637			2,584
Income from operations	232			84			639			383
Interest expense	(341		)	(120		)	(1,005		)	(409		)
Restructuring and support expenses and other	109			(448		)	338			(2,319		)
Loss before income taxes	—			(484		)	(28		)	(2,345		)
Income tax benefit/(provision)	111			45			134			(34		)
Net income/(loss)	111			(439		)	106			(2,379		)
Net (income)/loss attributable to noncontrolling interests	(1		)	6			(1		)	7
Net income/(loss) attributable to Caesars	$	110		$	(433	)	$	105		$	(2,372	)

Earnings/(loss) per share - basic and diluted
Basic earnings/(loss) per share	$	0.16		$	(2.90	)	$	0.15		$	(15.97	)
Diluted earnings/(loss) per share	$	0.14		$	(2.90	)	$	0.15		$	(15.97	)
Weighted-average common shares outstanding - basic	681			149			692			148
Weighted-average common shares outstanding - diluted	835			149			697			148

Comprehensive income/(loss)
Foreign currency translation adjustments	$	2		$	—		$	(17	)	$	—
Change in fair market value of interest rate swaps, net of tax	11			—			24			—
Other	—			—			1			—
Other comprehensive income, net of income taxes	13			—			8			—
Comprehensive income/(loss)	124			(439		)	114			(2,379		)

Amounts attributable to noncontrolling interests:
Foreign currency translation adjustments	1			—			4			—
Comprehensive loss attributable to noncontrolling interests	—			6			3			7
Comprehensive income/(loss) attributable to Caesars	$	124		$	(433	)	$	117		$	(2,372	)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



		Page
PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	3
	Consolidated Condensed Balance Sheets	3
	Consolidated Condensed Statements of Operations and Comprehensive Income/(Loss)	4
	Consolidated Condensed Statements of Stockholders’ Equity/(Deficit)	5
	Consolidated Condensed Statements of Cash Flows	6
	Notes to Consolidated Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	50

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	52

Signature		53



	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2018			2017			2018			2017
Revenues
Casino	$	1,062		$	420		$	2,045		$	810
Food and beverage	391			205			774			411
Rooms	388			242			755			489
Other revenue	215			141			387			264
Management fees	15			—			30			—
Reimbursed management costs	48			—			100			—
Net revenues	2,119			1,008			4,091			1,974
Operating expenses
Direct
Casino	567			227			1,131			449
Food and beverage	273			142			539			283
Rooms	121			82			236			162
Property, general, administrative, and other	451			246			873			477
Reimbursable management costs	48			—			100			—
Depreciation and amortization	268			96			548			198
Corporate expense	76			48			158			89
Other operating costs	33			18			99			17
Total operating expenses	1,837			859			3,684			1,675
Income from operations	282			149			407			299
Interest expense	(334		)	(142		)	(664		)	(289		)
Restructuring and support expenses and other	45			(1,407		)	229			(1,871		)
Loss before income taxes	(7		)	(1,400		)	(28		)	(1,861		)
Income tax benefit/(provision)	36			(32		)	23			(79		)
Net income/(loss)	29			(1,432		)	(5		)	(1,940		)
Net loss attributable to noncontrolling interests	—			—			—			1
Net income/(loss) attributable to Caesars	$	29		$	(1,432	)	$	(5	)	$	(1,939	)

Earnings/(loss) per share - basic and diluted
Basic and diluted earnings/(loss) per share	$	0.04		$	(9.62	)	$	(0.01	)	$	(13.09	)
Weighted-average common shares outstanding - basic	698			149			697			148
Weighted-average common shares outstanding - diluted	702			149			697			148

Comprehensive income/(loss)
Foreign currency translation adjustments	$	(22	)	$	—		$	(19	)	$	—
Change in fair market value of interest rate swaps, net of tax	9			—			13			—
Other	—			—			1			—
Other comprehensive loss, net of income taxes	(13		)	—			(5		)	—
Comprehensive income/(loss)	16			(1,432		)	(10		)	(1,940		)

Amounts attributable to noncontrolling interests:
Foreign currency translation adjustments	5			—			3			—
Comprehensive loss attributable to noncontrolling interests	5			—			3			1
Comprehensive income/(loss) attributable to Caesars	$	21		$	(1,432	)	$	(7	)	$	(1,939	)



	Caesars Stockholders’ Equity/(Deficit)
(In millions)	Common Stock		Treasury Stock			Additional Paid-in- Capital		Accumulated Deficit			Accumulated Other Comprehensive Income/(Loss)			Total Caesars Stockholders’ Equity/(Deficit)			Noncontrolling Interests			Total Equity/(Deficit)
Balance as of December 31, 2016	$	1	$	(29	)	$	8,676	$	(10,307	)	$	(1	)	$	(1,660	)	$	53		$	(1,607	)
Net loss	—		—			—		(2,372		)	—			(2,372		)	(7		)	(2,379		)
Stock-based compensation	—		(8		)	32		—			—			24			—			24
Change in noncontrolling interest, net of distributions and contributions	—		—			—		—			—			—			(4		)	(4		)
Balance as of September 30, 2017	$	1	$	(37	)	$	8,708	$	(12,679	)	$	(1	)	$	(4,008	)	$	42		$	(3,966	)

Balance as of December 31, 2017	$	7	$	(152	)	$	14,040	$	(10,675	)	$	6		$	3,226		$	71		$	3,297
Net income	—		—			—		105			—			105			1			106
Stock-based compensation	—		(12		)	59		—			—			47			—			47
Repurchase of common stock	—		(311		)	—		—			—			(311		)	—			(311		)
Other comprehensive income/(loss), net of tax	—		—			—		—			12			12			(4		)	8
Change in noncontrolling interest, net of distributions and contributions	—		—			—		—			—			—			20			20
Balance as of September 30, 2018	$	7	$	(475	)	$	14,099	$	(10,570	)	$	18		$	3,079		$	88		$	3,167

Reconciliation of Net Revenues and Net Loss
Reconciliation of Net Revenues and Net Income/(Loss)							Reconciliation of Net Revenues and Net Income/(Loss)

(In millions)	Three Months Ended June 30, 2017			Six Months Ended June 30, 2017			Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
Net revenues
Caesars previously reported	$	1,002		$	1,965		$	986		$	2,951
CAC previously reported	—			—
CAC							—			—
Adoption of new revenue recognition standard ⁽¹⁾	6			9			7			16
As currently reported	$	1,008		$	1,974		$	993		$	2,967

Net loss
Net income/(loss)
Caesars previously reported	$	(1,426	)	$	(1,950	)	$	(460	)	$	(2,410	)
CAC previously reported	(3		)	(1		)
CAC							5			4
Elimination and consolidation adjustments	(5		)	9			14			23
Adoption of new revenue recognition standard ⁽¹⁾	2			2			2			4
As currently reported	$	(1,432	)	$	(1,940	)	$	(439	)	$	(2,379	)


⁽¹⁾	See ~~Adoption of New Revenue Recognition Standard~~above.

Changes in Level 3 Fair Value Measurements

	Three Months Ended June 30, 2018						Six Months Ended June 30, 2018
(In millions)	Derivative Instruments			Disputed Claims Liability			Derivative Instruments			Disputed Claims Liability
Balance as of beginning of period	$	856		$	102		$	1,016		$	112
Change in fair value recorded in Restructuring and support expenses and other	(25		)	(1		)	(185		)	(9		)
Change due to resolved claims in Disputed claims liability	—			(15		)	—			(17		)
Balance as of end of period	$	831		$	86		$	831		$	86


⁽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 6)7). Actual payments may differ from these estimates.

Basic and Dilutive Net Earnings Per Share Reconciliation

	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions, except per share data)	2018		2017			2018		2017
Net income/(loss) attributable to Caesars	$	110	$	(433	)	$	105	$	(2,372	)
Dilutive effect of CEC Convertible Notes, net of tax	9		—			—		—
Adjusted net income/(loss) attributable to Caesars	$	119	$	(433	)	$	105	$	(2,372	)

Weighted-average common shares outstanding - basic	681		149			692		148
Dilutive potential common shares: Stock-based compensation awards	4		—			5		—
Dilutive potential common shares: CEC Convertible Notes	150		—			—		—
Weighted-average common shares outstanding - diluted	835		149			697		148

Basic earnings/(loss) per share	$	0.16	$	(2.90	)	$	0.15	$	(15.97	)
Diluted earnings/(loss) per share	$	0.14	$	(2.90	)	$	0.15	$	(15.97	)

Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS

	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2018	2017	2018	2017
Stock-based compensation awards	1	16	1	19
CEC Convertible Notes	—	—	150	—
Total anti-dilutive common stock	1	16	151	19

Effect of Adopting New Revenue Recognition Standard - Balance Sheets

(In millions)	Previously Reported			ASC Adjustments			As Recast
December 31, 2017
Receivables, net	$	496		$	(2	)	$	494
Property and equipment, net⁽¹⁾	16,228			(74		)	16,154
Accrued expenses and other current liabilities ⁽²⁾	1,459			(133		)	1,326
Contract liabilities⁽²⁾	—			129			129
Financing obligations⁽¹⁾	9,429			(74		)	9,355
Deferred credits and other liabilities	1,473			1			1,474
Stockholders’ equity	3,296			1			3,297
December 31, 2016
Stockholders’ deficit	$	(1,609	)	$	2		$	(1,607	)


⁽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

	Three Months Ended September 30, 2017
	Prior to Adoption											Post Adoption
(In millions)	CEC			CAC			Eliminations		Total			Total
Net revenues	$	986		$	—		$	—	$	986		$	993
Total operating expenses	900			5			—		905			909
Income/(loss) from operations	86			(5		)	—		81			84
Net income/(loss)	(460		)	5			14		(441		)	(439		)

Disaggregation of Revenue by Segment

	Three Months Ended September 30, 2018
(In millions)	Las Vegas		Other U.S.			All Other		Eliminations			Total
Casino	$	249	$	789		$	64	$	—		$	1,102
Food and beverage	244		158			6		—			408
Rooms	271		124			—		—			395
Management fees	—		(2		)	18		—			16
Reimbursed management costs	—		1			50		—			51
Entertainment and other	106		52			12		(2		)	168
Total contract revenues	870		1,122			150		(2		)	2,140
Other	40		3			2		—			45
Net revenues	$	910	$	1,125		$	152	$	(2	)	$	2,185

Retail Value of Complimentaries

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2018		2017		2018		2017
Food and beverage	$	146	$	70	$	438	$	209
Rooms	133		68		359		194
Other	16		7		46		22
	$	295	$	145	$	843	$	425

Receivables

(In millions)	September 30, 2018		December 31, 2017
Casino	$	181	$	173
Food and beverage and rooms	78		59
Entertainment and other	80		79
Contract receivables, net	339		311
Other	133		183
Receivables, net	$	472	$	494

Allowance for Doubtful Accounts

(In millions)	Contracts			Other			Total
Balance as of December 31, 2017	$	44		$	7		$	51
Provision for doubtful accounts	9			(2		)	7
Write-offs less recoveries	(12		)	(2		)	(14		)
Balance as of September 30, 2018	$	41		$	3		$	44

Contract Liability Balances

(In millions)	Total Rewards		Customer Advances		Total
December 31, 2017 ⁽¹⁾	$	62	$	69	$	131
June 30, 2018 ⁽²⁾	68		84		152


⁽¹⁾	Includes $5 million for Total Rewards and $5 million for Customer Advances recognized from the June 30, 2018 Contract liability balances.


⁽²⁾	$6 million included within Deferred credits and other liabilities.


⁽¹⁾	$2 million included within Deferred credits and other liabilities.


⁽²⁾	Includes $29 million for Total Rewards and $64 million for Customer Advances recognized from the December 31, 2017 Contract liability balances.

Revenue Recognized from December 31, 2017 Contract Liability Balances

(In millions)	Total Rewards		Customer Advances		Total
Three Months Ended June 30, 2018	$	9	$	16	$	25
Six Months Ended June 30, 2018	24		66		90

Composition of Stock-Based Compensation Expense

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2018		2017		2018		2017
Corporate expense	$	13	$	7	$	41	$	23
Property, general, administrative, and other	4		1		14		3
Total stock-based compensation expense	$	17	$	8	$	55	$	26

Outstanding at End of Period

	September 30, 2018			December 31, 2017
	Quantity ⁽¹⁾	Wtd Avg ⁽²⁾		Quantity	Wtd Avg ⁽²⁾
Stock options ⁽³⁾	8,642,179	$	10.48	9,227,890	$	10.36
Restricted stock units ⁽⁴⁾	16,964,640	11.72		17,274,659	11.22
Performance stock units ⁽⁵⁾	1,535,385	10.25		—	—


⁽²⁾	Represents weighted average exercise price for stock options, weighted average grant date fair value for RSUs, and the price of CEC common stock as of the balance sheet date for PSUs.


⁽⁵⁾	No PSUs have vested during the ~~six~~nine months ended ~~June~~September 30, 2018.

Income Tax Allocation

	Three Months Ended September 30,					Nine Months Ended September 30,
(Dollars in millions)	2018		2017			2018			2017
Loss before income taxes	$	—	$	(484	)	$	(28	)	$	(2,345	)
Income tax benefit/(provision)	$	111	$	45		$	134		$	(34	)
Effective tax rate	*		9.3		%	478.6		%	(1.4		)%

Condensed Statements of Operations - By Segment
	Three Months Ended June 30, 2018															Three Months Ended September 30, 2018
(In millions)	Las Vegas			Other U.S.			All Other			Elimination			Caesars			Las Vegas			Other U.S.			All Other			Elimination			Caesars
Net revenues	$	992		$	982		$	147		$	(2	)	$	2,119		$	910		$	1,125		$	152		$	(2	)	$	2,185
Depreciation and amortization	132			121			15			—			268			149			129			17			—			295
Income/(loss) from operations	246			131			(95		)	—			282			141			172			(81		)	—			232
Interest expense	(80		)	(139		)	(115		)	—			(334		)	(87		)	(137		)	(117		)	—			(341		)
Restructuring and support expenses and other ⁽¹⁾	(2		)	—			47			—			45			4			—			105			—			109
Income tax benefit ⁽²⁾	—			—			36			—			36			—			—			111			—			111