~~On July 20, 2020, we completed the Merger with Former Caesars. See Part I, Item 1, Notes to Unaudited Consolidated Condensed Financial Statements, Note 2: Acquisition~~

Table of Former Caesars, for a discussion of the acquisition and related financial data. The Company is in the process of integrating Former Caesars and our internal controls over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Excluding the Merger, there were no changes in our internal control over financial reporting that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.Contents

6651

PART II

- OTHER INFORMATION

~~ITEM~~Item 1. ~~LEGAL PROCEEDINGS~~Legal Proceedings

~~We are~~For a ~~party to various lawsuits, which have arisen in the normal course~~discussion of our business. Estimated losses are accrued for these lawsuits and claims when the loss is probable and can be estimated. The current liability for the estimated losses associated with those lawsuits is not material“Legal Proceedings,” refer to Note 8 to our consolidated condensed financial ~~condition and those estimated losses are not expected to have a material impact~~statements located elsewhere in this Quarterly Report on ~~our results of operations.~~

On July 14, 2020, the Company filed a lawsuit for damages and declaratory relief in state court in New York relating to a transfer fee of $50 million that was assessed by the Indiana Gaming Commission upon the Company’s purchase of Hoosier Park Racino and Casino in 2017 from Centaur Holdings, LLC. Contemporaneous with the filing of the lawsuit, the Company notified Centaur that it was withholding payment of $50 million from Centaur Holdings that was otherwise due as a portion of a deferred payment for the purchase from Centaur. In the lawsuit, the Company seeks a declaration from the Court that the Sellers are required to indemnify Caesars for its losses arising out of or relating to payment of the transfer fee and that the Company is entitled to offset the $50 million transfer fee against payments otherwise due to Centaur.

~~Legal matters are discussed in greater detail in “Part I, Item 3. Legal Proceedings”~~Form 10-Q and Note 1811 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Cautionary Statement Regarding Forward-Looking Information

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. When used in this report, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward-looking statements. Specifically, forward-looking statements may include, among others, statements concerning:

•the impact of the COVID-19 public health emergency on our business and financial condition;

•projections of future results of operations or financial condition;

•our ability to consummate the ~~acquisition of William Hill and the~~ disposition of ~~MontBleu, Eldorado Shreveport and~~ certain of our ~~other~~ properties, including the planned sale of William Hill’s non-U.S. operations and the required divestitures of certain properties located in Indiana;

•expectations regarding our business and results of operations of our existing casino properties and prospects for future development;

•expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations;

•our ability to comply with the covenants in the agreements governing our outstanding indebtedness and leases;

•our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;

•expectations regarding availability of capital resources;

•our intention to pursue development opportunities, including the development of a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the Pompano casino and racetrack, and additional acquisitions and divestitures;

•our ability to realize the anticipated benefits of the ~~acquisition of Former Caesars,~~Merger, William Hill Acquisition and future development and acquisition opportunities; and

•the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects and operation of online sportsbook, poker and gaming

Any forward-looking statements are based upon underlying assumptions, including any assumptions mentioned with the specific statements, as of the date such statements were made. Such assumptions are in turn based upon internal estimates and analyses of market conditions and trends, management plans and strategies, economic conditions and other factors. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, and are subject to change. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend upon future circumstances that may not occur. Actual results may differ materially from any future results, performance or achievements expressed or implied by such statements. Forward-looking statements speak only as of the date they are made, and we assume no duty to update forward-looking statements. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward-looking statement contained herein are subject include, but are not limited to, the following:

•the extent and duration of the impact of the global COVID-19 public health emergency on the Company’s business, financial results and liquidity;

•the impact ~~and cost of new operating procedures expected to be implemented upon re-opening of the Company’s casinos;~~

•~~the impact~~ of actions we have undertaken to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 public health emergency, which could negatively impact guest loyalty and our ability to attract and retain our employees;

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•the impact of the COVID-19 public health emergency and resulting unemployment and changes in general economic conditions on discretionary consumer spending and customer demand;

•our substantial indebtedness and significant financial commitments, including our obligations under our lease arrangements, could adversely affect our results of operations and our ability to service such obligations, react to changes in our markets and pursue development and acquisition opportunities;

•restrictions and limitations in agreements governing our debt and leased properties could significantly affect our ability to operate our business and our liquidity;

•risks relating to payment of a significant portion of our cash flow as debt service and rent under the leases of our casino properties with VICI and GLPI;

•financial, operational, regulatory or other potential challenges that may arise as a result of leasing of a number of our properties;

•our facilities operate in very competitive environments and we face increasing competition including through legalization of online betting and gaming;

•uncertainty regarding legalization of betting and online gaming in the jurisdictions in which we operate and conditions applicable to obtaining the licenses required to enable ~~our betting and online gaming partners~~us to conduct betting and online gaming activities;

•the ability to identify suitable acquisition opportunities and realize growth and cost synergies from any future acquisitions;

•future maintenance, development or expansion projects will be subject to significant development and construction risks;

•our gaming operations are highly regulated by governmental authorities and the cost of complying or the impact of failing to comply with such regulations;

•changes in gaming taxes and fees in jurisdictions in which we operate;

•risks relating to pending claims or future claims that may be brought against us;

•changes in interest rates and capital and credit markets;

•our ability to comply with certain covenants in our debt documents and lease arrangements;

•the effect of disruptions to our information technology and other systems and infrastructure;

•our ability to attract and retain customers;

•weather or road conditions limiting access to our properties;

•the effect of war, terrorist activity, acts of violence, natural disasters, public health emergencies and other catastrophic events;

•the intense competition to attract and retain management and key employees in the gaming industry; and

•other factors described in Part II, Item 1A. “Risk Factors” contained herein and our reports on Form 10-K, Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.

In addition, the acquisition of William Hill and the disposition of ~~Eldorado Shreveport, MontBleu,~~Evansville, Southern Indiana, Baton Rouge, Harrah’s Louisiana Downs and certain of our other properties, including the planned sale of William Hill’s non-U.S. operations and the required divestitures of certain properties located in Indiana, create additional risks, uncertainties and other important factors, including but not limited to:

•the possibility that we are not able to enter into agreements to sell assets that we intend to divest on terms that are acceptable to us;

•the possibility that post-closing regulatory approvals of the acquisition of William Hill PLC impose conditions or are not obtained;

•the possibility that the proposed transactions are not consummated when expected or at all because required regulatory or other approvals are not received or other conditions to the consummation thereof are not satisfied on a timely basis or at all;

•the possibility that one or more of such transactions do not close on the terms described herein or that we are required to modify aspects of one or more of such transactions to obtain, or otherwise take action to satisfy conditions imposed in connection with, required regulatory approvals;

•~~the possibility that the Company will be required to pay a break fee under certain circumstances if the proposed William Hill acquisition is not consummated;~~

•risks associated with increased leverage as a result of the ~~proposed acquisition~~William Hill Acquisition;

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•the possibility that the anticipated benefits of the proposed transactions are not realized when expected or at all;

•the incurrence of significant transaction and acquisition-related costs and the possibility that the transactions may be more expensive to complete than expected;

•competitive responses to the proposed transactions;

•legislative, regulatory and economic developments;

•the possibility that our business or William Hill’s business may suffer as a result of the announcement of the acquisition;

•the ability to retain certain of our key employees and William Hills’ key employees;

•the outcome of legal proceedings that may be instituted as a result of the proposed transactions;

•the impact of the proposed transactions, or the failure to consummate the proposed transactions, on our stock price;

•diversion of management’s attention from our ongoing operations; and

•the impact of the announcement or consummation of the proposed transactions on the Company’s relationships with third parties, which may make it more difficult to maintain business relationships.

In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur. These forward-looking statements speak only as of the date on which this statement is made, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.

You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.

~~ITEM~~Item 1A. ~~RISK FACTORS~~Risk Factors

A description of our risk factors can be found in “Part I, Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. There have been no material changes to those risk factors during the ~~nine~~three months ended ~~September 30, 2020, except for the following additional risk factors related to the impact of COVID-19, the Merger and the recently announced William Hill acquisition.~~

The outbreak of COVID-19 has impacted our operations and caused an economic downturn, widespread unemployment and an adverse impact on consumer sentiment. Such negative impacts could continue for an extended period of time and may worsen.

On March 13, 2020, in response to the coronavirus public health emergency the U.S. government declared a national state of emergency. In an effort to help control the spread of COVID-19, public health officials imposed or recommended various measures, including social distancing, quarantine and stay-at-home or shelter-in-place directives, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, and cancellation of events, including sporting events, concerts, conferences and meetings. As a result of orders issued by governmental authorities in the states in which our properties are located, all of our properties were closed beginning on March 18, 2020. While our properties have reopened, our operations, financial results and cash flows have been affected by social distancing measures, including reduced gaming operations arising from the reconfiguration of our gaming floor, limitations on the number of customers present in our facilities, implementation of additional health and safety measures, restrictions on hotel, food and beverage outlets and limits on concerts, conventions or special events that would otherwise attract customers to our properties. We expect that our operations will continue to be impacted by such restrictions for the foreseeable future. In addition, our operations, financial results and cash flows would be further adversely affected by the implementation or extension of new or existing restrictions, including reinstatement of shelter-in-place requirements or additional restrictions on travel and business operations. The implementation of stay-at-home or additional social distancing and mitigation measures in response to COVID-19 or other public health emergencies could cause future closures of all or a portion of our properties, which would adversely affect operations, financial results and cash flows.

We may also face unforeseen liability or be subject to additional obligations as a result of the COVID-19 public health emergency, including as a result of claims alleging exposure to COVID-19 in connection with our operations or facilities or to the extent we are subject to a governmental enforcement action as a result of failing to comply with applicable health and safety regulations. COVID-19 has materially adversely affected the economy and financial markets of the United States and the world and has resulted in widespread unemployment in the United States. Consumer demand for casino hotel and racetrack properties such as ours is particularly sensitive to downturns in the economy, unemployment and the associated impact on discretionary spending on leisure activities which bring demand for casino hotel properties such as ours. Reduced customer demand could result in lower occupancy rates, reduced visitation and additional disruptions in our casino business. The extent of changes in customer demand resulting from the economic downturn, widespread unemployment, reduced consumer confidence and consumer fears on our properties cannot reasonably be determined, but the impact of such factors may be significant and protracted.

As a result of the foregoing, we cannot predict the ultimate scope, duration and impact of the COVID-19 public health emergency, but we expect that it will continue to have a material impact on our business, financial condition, liquidity, results of operations (including revenues and profitability) and stock price for an extended period of time. The impact of the COVID-19 public health emergency may also have the effect of exacerbating many of the other risks described in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

We have undertaken aggressive actions to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 public health emergency, which could negatively impact guest loyalty and our ability to attract and retain employees.

As a result of the previous closure of all of our properties and the continued uncertainty regarding the duration and severity of this public health emergency, we have taken steps to reduce operating costs and improve efficiencies, including furloughing approximately 90% our employees while our casinos were closed. Such steps, and further changes we may make in the future to reduce costs, may negatively impact guest loyalty or our ability to attract and retain employees, and our reputation may suffer as a result. While a significant number of our employees returned to work once our casinos reopened, our operations continue to be affected by COVID-19 and our full work force has not returned. If our furloughed employees do not return to work with us when the COVID-19 public health emergency subsides, including because they find new employment during the furlough, we may experience operational challenges that may impact our ability to resume operations in full. We may also face demands or requests from labor unions that represent our employees, whether in the course of our periodic renegotiation of our collective bargaining agreements or otherwise, for additional health and safety measures, compensation, healthcare benefits or other terms

~~as a result of COVID-19 that could increase costs, and we could experience labor disputes or disruptions as we continue to implement our COVID-19 mitigation plans.~~

Our ability to remain in compliance with our covenants contained in the agreements governing our indebtedness and lease obligations, and our liquidity, may be negatively impacted by the COVID-19 public health emergency, measures implemented to curtail its spread, and changes in the economy, discretionary spending and consumer confidence.

Our casino operations are a primary source of income and operating cash flows which we rely upon to remain in compliance with covenants contained in the agreements governing our outstanding indebtedness and lease obligations. On September 25, 2020, we drew $900 million under one of our revolving credit facilities and, as a result, as of September 30, 2020, we had an aggregate of $900 million of borrowings outstanding under our credit facilities and $3.5 billion in outstanding principal amount of senior notes, $4.4 billion in outstanding principal amount of senior secured notes, $6.4 billion principal amount outstanding under our Term Loan B, $597 million principal amount outstanding of 5.00% Senior Convertible Notes due 2024 and $400 million in aggregate principal amount of outstanding mortgage debt. On September 28, 2020, the Company deposited ~~$2.1 billion~~, which included the proceeds from the revolving credit facilities, into an escrow account. As of September 30, 2020, these funds in escrow were classified as restricted cash until certain regulatory approvals were received. While we were in compliance with the covenants under our lease obligations and the agreements governing our outstanding indebtedness as of September 30, 2020, our ability to remain in compliance with the quarterly maintenance covenants contained in such agreements would be negatively impacted by a prolonged period of closure of our properties or if the COVID-19 public health emergency, measures implemented to curtail its spread or changes in the economy, discretionary spending and consumer confidence have a protracted negative effect on our business. Failure to satisfy such quarterly maintenance covenants would require us to seek waivers or amendments of such covenants. If we are unable to obtain such waivers or amendments, our creditors and the lessor under some of our lease obligations would be entitled to exercise remedies under the documents governing such obligations, including acceleration of the outstanding principal amount of such indebtedness or termination of our lease arrangements. In addition, while we believe that our cash on hand will be sufficient to provide liquidity to meet our obligations during the period that our properties remain closed, a protracted period of closure of our casinos could impact our ability to make required payments under our outstanding indebtedness, lease obligations or other obligations. Our ability to raise additional financing may be restricted by the covenants and restrictions contained in the agreements governing our indebtedness and could be adversely affected by disruptions in the financing markets and changes to the economy caused by the COVID-19 public health emergency.

~~On October 6, 2020, the Company entered into a~~ ~~£1.5 billion~~ ~~interim facilities agreement. Upon receipt of regulatory approval of our interim facilities agreement, the Company transferred~~ ~~$1.4 billion~~ ~~of cash back into the operating accounts and the outstanding balance of our revolving credit facilities was repaid in full. Approximately~~ ~~$598 million~~ ~~of cash remains in~~ ~~an unrestricted account~~.

~~The COVID-19 public health emergency may exacerbate the risks associated with the Acquisition and the ongoing integration with Former Caesars.~~

As a result of the COVID-19 public health emergency, all of our properties were temporarily closed, and a significant majority of our employees were furloughed. The COVID-19 public health emergency has had an adverse impact on our businesses and results of operations. We cannot predict the scope, duration and impact of the COVID-19 public health emergency on our and William Hill’s businesses or on our ability to recognize the potential benefits of the Acquisition or integration with Former Caesars. We expect that the COVID-19 public health emergency may have the effect of exacerbating many of the risks related to the Merger and integration of Former Caesars’ with the Company as described in its Annual Report on Form 10-K for the year ended December 31, 2019 and the risks related to the Acquisition as described below. See “—We may fail to consummate the Acquisition or may not consummate it on the terms described herein.” The integration of two independent businesses is a complex, costly and time-consuming process and we expect that the impact of the COVID-19 public health emergency will make such integrations, both the Acquisition and the integration of Former Caesars with the Company, more challenging. Further, the Company and its subsidiaries have a significant amount of additional indebtedness outstanding following the consummation of the Merger and will have a significant amount of additional indebtedness outstanding following the consummation of the Acquisition. The Company and its subsidiaries expect to satisfy such obligations with cash flows from operations, which may be adversely impacted by the COVID-19 public health emergency, cash on hand, borrowings under committed credit facilities, additional financing and proceeds from asset sales.

~~We may fail to consummate the Acquisition or may not consummate it on the terms described herein.~~

~~On September 30, 2020, we agreed to acquire William Hill plc for a cash purchase price of approximately~~ ~~£2.9 billion, or~~ ~~$3.7 billion~~ ~~(the “Acquisition”). We intend to consummate the Acquisition in the second half of~~ 2021. ~~The acquisition must be accepted by a requisite number of William Hill shareholders and the closing of such transaction is subject to the receipt of~~

regulatory approvals and other customary closing conditions. As a result, the possible timing and likelihood of the completion of the Acquisition are uncertain, and, accordingly, there can be no assurance that such acquisition will be completed on the expected terms, anticipated schedule or at all.

We may not consummate the Acquisition or realize the expected benefits therefrom if we do. In the event that we fail to consummate the Acquisition, we will have issued a significant number of additional shares of common stock and we will not have acquired the revenue generating assets that will be required to produce the earnings and cash flow we anticipated. As a result, failure to consummate the Acquisition would adversely affect our earnings per share and our ability to make distributions to stockholders. If the Acquisition is not consummated, we could be subject to a number of risks that may adversely affect our business and the market price of our common stock, including:

•~~we will be required to pay costs relating to the Acquisition, such as legal, accounting, financial advisory and printing fees, whether or not the Acquisition is consummated;~~

•~~time and resources committed by our management to matters relating to the Acquisition could otherwise have been devoted to pursuing other beneficial opportunities;~~

•~~the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the Acquisition will be consummated; and~~

•~~we would not realize the benefits we expect to realize from consummating the Acquisition.~~

We cannot provide any assurance that the Acquisition will be consummated or that there will not be a delay in the consummation of the Acquisition. Any increased costs associated with the delay or abandonment of the Acquisition, in addition to the impact of the COVID-19 public health emergency, may adversely impact our ability to remain in compliance with our covenants contained in the agreements governing our indebtedness and lease obligations, and our liquidity. See “—The COVID-19 public health emergency may exacerbate the risks associated with the Acquisition and the ongoing integration with Former Caesars.”

~~If the Acquisition is not consummated, our reputation in our industry and in the investment community could be damaged, and the market price of our common stock could decline.~~

The Acquisition is subject to the receipt of governmental approvals that may impose conditions that could have an adverse effect on us or, if not obtained, could prevent consummation of the Acquisition.

Consummation of the Acquisition is conditioned upon the receipt of governmental approvals, including, without limitation, antitrust and gaming regulatory approvals, including, among others, the Danish Gaming Authority, the Gambling Commissioner of Gibraltar, the Gaming Board For the Bahamas, Colorado Division of Gaming, Washington D.C. Office of Lottery and Charitable Games, Delaware Lottery, Florida Division of Pari-mutuel Wagering, Illinois Gaming Board, Indiana Gaming Commission, Iowa Racing and Gaming Commission, Michigan Gaming Control Board, Mississippi Gaming Commission, Nevada Gaming Control Board and Gaming Commission, New Jersey Division of Gaming Enforcement, Mescalero Apache Tribal Gaming Commission, Rhode Island Lottery, West Virginia Lottery and the National Indian Gaming Commission. There can be no assurance that these approvals will be obtained and that the other conditions to consummating the Acquisition will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the consummation of the Acquisition or require changes to the terms of the Acquisition or agreements to be entered into in connection with the Acquisition. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the Acquisition or of imposing additional costs or limitations on us following consummation of the Acquisition, any of which might have an adverse effect on our business, financial condition and results of operations.

~~Governmental gaming regulatory requirements may delay the timing of the approvals for or completion of the Acquisition.~~

The gaming and racing industries are highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. We are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where our facilities are located or docked. These laws, rules and regulations generally concern the responsibility, financial stability and characters of the owners, managers, and persons with financial interests in the gaming operations. Some jurisdictions require applications for findings of suitability, licensing or other approvals for owners of our stock exceeding certain thresholds. If a person purchases stock in us in an amount that results in such person attaining or exceeding thresholds of ownership requiring regulatory approvals from one or more gaming jurisdictions, the regulators could take the position that such person must make the requisite filings or obtain the requisite approvals from the regulator prior to receiving regulatory

approval for or completing the Acquisition. If such a position were taken, this could result in a delay in the timing of the approvals for or the consummation of the Acquisition. We cannot predict whether a gaming regulator may take such a position.

Antitrust approvals that would be required to consummate the Acquisition may not be received, may take longer than expected or may impose conditions, including the requirement to divest assets, that could have an adverse effect on us following the Acquisition.

In order to consummate the Acquisition, we and William Hill may be required to comply with divestitures, including selling properties, conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Acquisition, imposing additional material costs on or materially limiting our revenue after the consummation of the Acquisition, or otherwise reducing the anticipated benefits to us of the Acquisition. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Acquisition. We may be required to comply with divestitures, including selling properties, conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities, and such conditions, terms, obligations or restrictions may have the effect of delaying the consummation of the Acquisition, imposing additional material costs on or materially limiting our revenue after the consummation of the Acquisition, or otherwise reducing the anticipated benefits to us of the Acquisition. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Acquisition. We cannot assure you that we or William Hill will be able to sell these required properties in order to be in compliance with such antitrust, gaming and other regulatory entities, within the time frame required. In addition, to the extent we and/or William Hill are able to sell any such properties, we cannot assure you that we or they will be able to sell such properties at a fair market price or upon terms and conditions that are beneficial or considered reasonably satisfactory by us or William Hill, as applicable. As a result, we and William Hill may not be able to realize any expected benefits from such asset dispositions, and may not receive adequate consideration in connection therewith.

~~ITEM~~Item 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended ~~September 30, 2020,~~March 31, 2021, we issued ~~6,839,299~~196 shares of unregistered Company Common Stock to holders of 5% Convertible Notes due 2024 upon conversion of ~~$487 million~~$14 thousand in aggregate principal amount of such notes.For further information regarding such transactions, see Note ~~11,~~7, Fair Value Measurements, of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.The shares of common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

~~ITEM~~Item 3. ~~DEFAULTS UPON SENIOR SECURITIES.~~Defaults Upon Senior Securities

None.

~~ITEM~~Item 4. ~~MINE SAFETY DISCLOSURES.~~Mine Safety Disclosures

Not applicable.

~~ITEM~~Item 5. ~~OTHER INFORMATION.~~Other Information

None.

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~~ITEM~~Item 6. ~~EXHIBITS.~~Exhibits

Exhibit

Number

Description of Exhibit

Method of Filing

3.1

Certificate of Incorporation of Caesars Entertainment, Inc.

Previously filed on Form 8-K filed on July 21, 2020.

3.2

Bylaws of Caesars Entertainment, Inc.

Previously filed on Form 8-K filed on July 21, 2020.

~~4.1~~

~~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.~~

~~4.2~~

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.~~

~~Exhibit~~

~~Number~~

~~Description of Exhibit~~

~~Method of Filing~~

~~4.3~~

~~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.~~

~~4.4~~

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.~~

~~4.5~~

~~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.~~

~~4.6~~

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.~~

~~4.7~~

~~Indenture (5.00% CEC Convertible Notes due 2024), dated as of October 6, 2017, between Caesars Entertainment Corporation and Delaware Trust Company, as trustee.~~

~~Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017.~~

~~4.8~~

~~First Supplemental Indenture (5.00% CEC Convertible Notes due 2024), dated November 27, 2019 between Caesars Entertainment Corporation and Delaware Trust Company, as trustee.~~

~~Previously filed on Form 8-K filed by Caesars Holdings, Inc. on November 29, 2019.~~

~~4.9~~

~~Second Supplemental Indenture (5.00% CEC Convertible Notes due 2024), dated as of July 20, 2020, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Delaware Trust Company.~~

~~Previously filed on Form 8-K filed on July 21, 2020.~~

~~4.10~~

~~Indenture (5.25% CRC Notes due 2025), dated October 16, 2017, by and among CRC Escrow Issuer, LLC, CRC Finco, Inc. and Deutsche Bank Trust Company Americas, as trustee.~~

~~Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 16, 2017.~~

~~4.11~~

Supplemental Indenture (5.25% CRC Notes due 2025), dated December 22, 2017, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, CRC Finco, Inc. and Deutsche Bank Trust Company Americas, as trustee.

~~Previously filed on Form 8-K filed by Caesars Holdings, Inc. on December 22, 2017.~~

†10.1

~~CPLV Lease (conformed through the Second Amendment), dated as~~Form 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 CPLV Lease, dated as of September 30, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC.~~

~~Filed herewith.~~

~~10.3~~

~~Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., CPLV Property Owner LLC and Claudine Propco LLC (CPLV).~~

~~Previously filed on Form 8-K filed on July 21, 2020.~~

10.4**

~~Non-CPLV 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 CEOC, LLC.~~

~~Previously filed on Form 8-K filed on July 21, 2020.~~

10.5**

~~Sixth Amendment to Non-CPLV Lease, dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto and CEOC, LLC.~~

~~Filed herewith.~~

~~10.6~~

~~Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc. and the entities listed on Schedule A thereto (Non-CPLV).~~

~~Previously filed on Form 8-K filed on July 21, 2020.~~

10.7**

~~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.~~

10.8**

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.

~~Filed herewith.~~

~~10.9~~

~~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.~~

~~Exhibit~~

~~Number~~

~~Description of Exhibit~~

~~Method of Filing~~

10.10*

~~Right of First Refusal~~Employment Assignment 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.~~

10.11*

~~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.~~

~~10.12~~

~~Second Amended and Restated Lease Agreement, dated April 3, 2020, by and among Jazz Casino Company, L.L.C., New Orleans Building Corporation, and the City of New Orleans.~~

~~Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2020.~~

~~10.13~~

~~Letter agreement, dated April 3, 2020, by and among Jazz Casino Company, L.L.C., New Orleans Building Corporation and the City of New Orleans.~~

~~Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2020.~~

~~10.14~~

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.~~

10.15*

~~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.~~

10.16*

~~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.~~

10.17*

~~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.~~

~~10.18~~

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.~~

~~10.19~~

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.~~

~~10.20~~

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.~~

~~10.21~~

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.~~

~~10.22~~

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 12, 2020.~~

~~10.23~~

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.~~

~~10.24~~

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.~~

~~10.25~~

~~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.~~

~~Exhibit~~

~~Number~~

~~Description of Exhibit~~

~~Method of Filing~~

~~10.26†~~

~~Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan, effective August 3, 2007.~~

~~Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 9, 2007.~~

~~10.27†~~

~~Amendment and Restatement of Park Place Entertainment Corporation Executive Deferred Compensation Plan, effective as of August 3, 2007.~~

~~Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 9, 2007.~~

~~10.28†~~

~~Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan, effective as of August 3, 2007.~~

~~Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 9, 2007.~~

~~10.29†~~

~~Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, effective as of August 3, 2007.~~

~~Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 9, 2007.~~

~~10.30†~~

~~First Amendment to the Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, effective as of February 9, 2009.~~

~~Previously filed on Form 8-K filed by Caesars Holdings, Inc. on February 13, 2009.~~

~~10.31†~~

Second Amendment to the Amendment and Restatement of the Caesars Entertainment Corporation Executive Supplemental Savings Plan II (fka Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II), effective as of November 5, 2014.

~~Previously filed on Form 10-K filed by Caesars Holdings, Inc. on March 16, 2015.~~

~~10.32†~~

Caesars Entertainment Corporation Second Amended and Restated Executive Deferred Compensation Trust 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.~~

~~10.33~~

~~Trademark License Agreement, dated as of October 6, 2017, between Caesars License Company, LLC and Desert Palace LLC.~~

~~Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017.~~

~~10.34~~

~~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.~~

~~10.35~~

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.~~

~~10.36†~~

~~Caesars Entertainment Corporation 2012 Performance Incentive Plan.~~

~~Previously filed on Form S-1/A filed by Caesars Holdings, Inc. on February 2, 2012.~~

~~10.37†~~

~~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.~~

~~10.38†~~

~~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.~~

~~10.39†~~

~~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.~~

~~10.40†~~

~~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.~~

~~Exhibit~~

~~Number~~

~~Description of Exhibit~~

~~Method of Filing~~

~~10.41†~~

~~Caesars Entertainment Corporation 2017 Performance Incentive Plan.~~

~~Previously filed on Form S-8 filed by Caesars Holdings, Inc. on October 6, 2017.~~

~~10.42†~~

~~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.~~

~~10.43†~~

~~Caesars Entertainment Corporation Executive Supplemental Savings Plan III.~~

~~Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.~~

~~10.44†~~

~~Caesars Entertainment Corporation Outside Director Deferred Compensation Plan.~~

~~Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.~~

~~10.45†~~

~~Caesars Acquisition Company 2014 Performance Incentive Plan.~~

~~Previously filed on Form 8-K filed by Caesars Acquisition Company on April 16, 2014.~~

~~10.46†~~

~~Form of Director Indemnification Agreement.~~

~~Filed herewith.~~

~~10.47~~

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.

Filed herewith.

31.1

Certification of Thomas R. Reeg pursuant to Rule 13a-14a and Rule 15d-14(a)

Filed herewith.

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

Financial Information of Caesars Resorts 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. The Company will furnish supplementally copies of omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon its request.
**						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. The Company will furnish supplementally an unredacted copy of such exhibit to the U.S. Securities and Exchange Commission upon its request.

77Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities and 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.

Date: ~~November 9, 2020~~May 4, 2021			/s/ Thomas R. Reeg
			Thomas R. Reeg Chief Executive Officer (Principal Executive Officer)

Date: ~~November 9, 2020~~May 4, 2021			/s/ Bret Yunker
			Bret Yunker Chief Financial Officer (Principal Financial Officer)

78Table of Contents


Delaware			46-3657681
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.00001 par value	CZR	NASDAQ Stock Market


		Page
PART I. FINANCIAL INFORMATION		2
Item 1.	~~FINANCIAL STATEMENTS~~Unaudited Financial Statements	2
	Consolidated Condensed Balance Sheets ~~at September 30, 2020 (unaudited) and December 31, 2019~~	2
	Consolidated Condensed Statements of Operations	3
	Consolidated Condensed Statements of ~~Operations for the Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)~~Comprehensive Loss	4
	Consolidated Condensed Statements of ~~Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)~~Stockholders’ Equity	5
	Consolidated Condensed Statements of ~~Stockholders’ Equity for the Nine Months Ended September 30, 2020 and 2019 (unaudited)~~Cash Flows	6
	~~Consolidated~~ ~~Condensed~~ ~~Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 (unaudited)~~	8
	Notes to Consolidated Condensed Financial Statements ~~(unaudited)~~	97
Item 2.	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	4434
Item 3.	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Quantitative and Qualitative Disclosures About Market Risk	6550
Item 4.	~~CONTROLS AND PROCEDURES~~Controls and Procedures	6551

PART II. OTHER INFORMATION		6752
Item 1.	~~LEGAL PROCEEDINGS~~Legal Proceedings	6752
Item 1A.	~~RISK FACTORS~~Risk Factors	7054
Item 2.	~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Unregistered Sales of Equity Securities and Use of Proceeds	7354
Item 3.	~~DEFAULTS UPON SENIOR SECURITIES~~Defaults Upon Senior Securities	7354
Item 4.	~~MINE SAFETY DISCLOSURES~~Mine Safety Disclosures	7354
Item 5.	~~OTHER INFORMATION~~Other Information	7354
Item 6.	~~EXHIBITS~~Exhibits	7355

~~SIGNATURES~~Signatures		7856


	September 30, 2020		December 31, 2019
(Dollars in millions)	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ($8 and $0 attributable to our VIEs)	$	1,037	$	206
Restricted cash and investments	2,259		4

Accounts receivable, net	385		54
Due from affiliates	37		4
Inventories	49		18
Prepayments and other current assets ($5 and $0 attributable to our VIEs)	265		66
Assets held for sale	2,266		253
Total current assets	6,298		605
Investment in and advances to unconsolidated affiliates	170		136
Property and equipment, net ($84 and $0 attributable to our VIEs)	14,630		2,615
Gaming licenses and other intangibles, net	4,466		1,111
Goodwill	9,450		910

Other assets, net ($25 and $0 attributable to our VIEs)	1,224		264
Deferred income taxes	1		0
Total assets	$	36,239	$	5,641
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	67	$	246
Accounts payable ($98 and $0 attributable to our VIEs)	274		62


Accrued interest	241		36



Accrued other liabilities ($2 and $0 attributable to our VIEs)	1,371		307
Liabilities related to assets held for sale	517		37
Total current liabilities	2,470		688
Long-term financing obligation	12,547		971
Long-term debt, less current portion	15,203		2,325
Deferred income taxes	1,081		197

Other long-term liabilities ($19 and $0 attributable to our VIEs)	1,549		343
Total liabilities	32,850		4,524
Commitments and contingencies (Note 13)
STOCKHOLDERS' EQUITY:





Caesars stockholders’ equity	3,370		1,117
Noncontrolling interests	19		0
Total stockholders’ equity	3,389		1,117
Total liabilities and stockholders’ equity	$	36,239	$	5,641


(In millions)	March 31, 2021		December 31, 2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,794	$	1,758
Restricted cash and investments	2,073		2,021

Accounts receivable, net	324		338
Due from affiliates	48		44
Inventories	41		44
Prepayments and other current assets	236		250
Assets held for sale ($0 and $130 attributable to our VIEs)	2,046		2,212
Total current assets	6,562		6,667
Investment in and advances to unconsolidated affiliates	263		173
Property and equipment, net	14,083		14,333
Gaming rights and other intangibles, net	4,235		4,253
Goodwill	9,729		9,723
Other assets, net	1,147		1,236

Total assets	$	36,019	$	36,385
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	148	$	165
Accrued interest	238		229
Accrued other liabilities	1,307		1,239
Current portion of long-term debt	67		67
Liabilities related to assets held for sale ($0 and $130 attributable to our VIEs)	744		885
Total current liabilities	2,504		2,585
Long-term financing obligation	12,334		12,295
Long-term debt	14,103		14,073
Deferred income taxes	1,091		1,166
Other long-term liabilities	1,357		1,232
Total liabilities	31,389		31,351
Commitments and contingencies (Note 8)			0
0STOCKHOLDERS' EQUITY:
Caesars stockholders’ equity	4,613		5,016
Noncontrolling interests	17		18
Total stockholders’ equity	4,630		5,034
Total liabilities and stockholders’ equity	$	36,019	$	36,385


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


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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In millions, except per share data)	(In millions, except per share data)	2020		2019		2020		2019		(In millions, except per share data)	2021		2020
REVENUES:	REVENUES:									REVENUES:
Casino and pari-mutuel commissions	Casino and pari-mutuel commissions	$	919	$	458	$	1,360	$	1,386	Casino and pari-mutuel commissions	$	1,140	$	340
Food and beverage	Food and beverage	125		78		188		229		Food and beverage	166		56
Hotel	Hotel	200		94		257		237		Hotel	215		48
Other	Other	133		33		172		84		Other	178		29

Net revenues	Net revenues	1,377		663		1,977		1,936		Net revenues	1,699		473
EXPENSES:	EXPENSES:									EXPENSES:
Casino and pari-mutuel commissions	Casino and pari-mutuel commissions	461		229		685		693		Casino and pari-mutuel commissions	541		179
Food and beverage	Food and beverage	91		60		153		180		Food and beverage	106		53
Hotel	Hotel	63		27		91		76		Hotel	81		22
Other	Other	52		12		62		34		Other	68		9

General and administrative	General and administrative	330		130		495		381		General and administrative	366		98

Corporate	Corporate	90		13		120		51		Corporate	66		16
Impairment charges	Impairment charges	0		0		161		1		Impairment charges	0		161
Depreciation and amortization	Depreciation and amortization	223		53		322		167		Depreciation and amortization	265		50
Transaction costs and other operating costs	Transaction costs and other operating costs	219		14		242		2		Transaction costs and other operating costs	20		8
Total operating expenses	Total operating expenses	1,529		538		2,331		1,585		Total operating expenses	1,513		596
Operating income (loss)										Operating income (loss)	186		(123)
OTHER EXPENSE:										OTHER EXPENSE:
Interest expense, net										Interest expense, net	(563)		(67)

Other loss										Other loss	(133)		(23)
Total other expense										Total other expense	(696)		(90)
Loss from continuing operations before income taxes										Loss from continuing operations before income taxes	(510)		(213)
Benefit for income taxes										Benefit for income taxes	79		37
Net loss from continuing operations, net of income taxes										Net loss from continuing operations, net of income taxes	(431)		(176)
Discontinued operations, net of income taxes										Discontinued operations, net of income taxes	7		0
Net loss										Net loss	(424)		(176)
Net loss attributable to noncontrolling interests										Net loss attributable to noncontrolling interests	1		0
Net loss attributable to Caesars										Net loss attributable to Caesars	$	(423)	$	(176)

Operating (loss) income		(152)		125		(354)		351
OTHER EXPENSE:
Interest expense, net		(473)		(72)		(608)		(217)
Loss on extinguishment of debt		(173)		(1)		(173)		(1)

Other (loss) income		9		3		(1)		0
Total other expense		(637)		(70)		(782)		(218)
(Loss) income from continuing operations before income taxes		(789)		55		(1,136)		133
Provision for income taxes		(135)		(18)		(64)		(39)
Net (loss) income from continuing operations, net of income taxes		(924)		37		(1,200)		94
Discontinued operations, net of income taxes		(1)		0		(1)		0
Net (loss) income		(925)		37		(1,201)		94
Net income attributable to noncontrolling interests		(1)		0		(1)		0
Net (loss) income attributable to Caesars		$	(926)	$	37	$	(1,202)	$	94
Net (loss) income per share - basic and diluted:
Basic (loss) income per share from continuing operations		$	(6.09)	$	0.48	$	(11.55)	$	1.21
Basic loss per share from discontinued operations		0		0		(0.01)		0
Basic (loss) income per share		$	(6.09)	$	0.48	$	(11.56)	$	1.21
Diluted (loss) income per share from continuing operations		$	(6.09)	$	0.47	$	(11.55)	$	1.20
Diluted loss per share from discontinued operations		0		0		(0.01)		0
Diluted (loss) income per share		$	(6.09)	$	0.47	$	(11.56)	$	1.20
Net loss per share - basic and diluted:										Net loss per share - basic and diluted:
Basic loss per share from continuing operations										Basic loss per share from continuing operations	$	(2.06)	$	(2.25)
Basic income per share from discontinued operations										Basic income per share from discontinued operations	0.03		0
Basic loss per share										Basic loss per share	$	(2.03)	$	(2.25)
Diluted loss per share from continuing operations										Diluted loss per share from continuing operations	$	(2.06)	$	(2.25)
Diluted income per share from discontinued operations										Diluted income per share from discontinued operations	0.03		0
Diluted loss per share										Diluted loss per share	$	(2.03)	$	(2.25)
Weighted average basic shares outstanding	Weighted average basic shares outstanding	152		78		104		78		Weighted average basic shares outstanding	208		78
Weighted average diluted shares outstanding	Weighted average diluted shares outstanding	152		79		104		79		Weighted average diluted shares outstanding	208		78


	Caesars Stockholders’ Equity
	Common Stock									Treasury Stock
(In millions)	Shares	Amount		Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income		Amount		Non controlling Interests		Total Stockholders’ Equity
Balance, December 31, 2019	78	$	0	$	760	$	366	$	0	$	(9)	$	0	$	1,117
Issuance of restricted stock units	0	—		6		—		—		—		—		6
Net loss	—	—		—		(176)		—		—		—		(176)
Shares withheld related to net share settlement of stock awards	0	—		(7)		—		—		—		—		(7)
Balance, March 31, 2020	78	0		759		190		0		(9)		0		940
Issuance of restricted stock units	0	—		4		—		—		—		—		4
Issuance of common stock, net	21	—		772		—		—		—		—		772
Net loss	—	—		—		(100)		—		—		—		(100)


Balance, June 30, 2020	99	0		1,535		90		0		(9)		0		1,616
Issuance of restricted stock units	1	—		37		—		—		—		—		37
Issuance of common stock, net	7	—		235		—		—		—		—		235
Net (loss) income	—	—		—		(926)		—		—		1		(925)

Shares issued to Former Caesars shareholders	62	—		2,381		—		—		—		—		2,381
Former Caesars replacement awards	—	—		24		—		—		—		—		24
Other comprehensive income, net of tax	—	—		—		—		15		—		—		15
Shares withheld related to net share settlement of stock awards	0	—		1		—		—		—		—		1
Acquired noncontrolling interests	—	—		(18)		—		—		—		18		0
Other	—	—		5		—		—		—		—		5
Balance, September 30, 2020	169	$	0	$	4,200	$	(836)	$	15	$	(9)	$	19	$	3,389


(In millions)	Consideration
Cash consideration paid	$	6,090
Shares issued to Former Caesars shareholders(a)	2,381
Cash paid to retire Former Caesars debt	2,356
Other consideration paid	48
Total purchase consideration	$	10,875


(In millions)	Fair Value
Current and other assets	$	~~4,264~~4,149
Property and equipment	~~12,730~~12,691

Goodwill	~~8,649~~8,928
Intangible assets (a)	~~3,549~~3,364
Other noncurrent assets	~~684~~676
Total assets	$	~~29,876~~29,808

Current liabilities	$	~~1,896~~1,844
Financing obligation	~~8,134~~8,149
Long-term debt	6,591
Noncurrent liabilities	~~2,362~~2,331
Total liabilities	~~18,983~~18,915
Noncontrolling interests	18
Net assets acquired	$	10,875


(In millions)
Purchase price of financial assets	$	95
Allowance for credit losses at the acquisition date based on the acquirer’s assessment	89
Discount / (premium) attributable to other factors	2
Face value of financial assets	$	186


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2020		2019		2020		2019
Net revenues	$	1,639	$	2,607	$	4,145	$	7,652
Net loss	(989)		(363)		(2,266)		(894)
Net loss attributable to Caesars	(927)		(362)		(2,200)		(892)


	Three Months Ended September 30, 2020
(In millions)	Las Vegas		Regional		Managed, International & CIE		Corporate and Other		Total
Casino and pari-mutuel commissions	$	122	$	774	$	23	$	0	$	919
Food and beverage	52		72		1		0		125
Hotel	79		121		0		0		200
Other	51		33		45		4		133


Net revenues	$	304	$	1,000	$	69	$	4	$	1,377


	Three Months Ended September 30, 2019
(In millions)	Las Vegas		Regional		Managed, International & CIE		Corporate and Other		Total
Casino and pari-mutuel commissions	$	0	$	458	$	0	$	0	$	458
Food and beverage	0		78		0		0		78
Hotel	0		94		0		0		94
Other	0		31		0		2		33
Net revenues	$	0	$	661	$	0	$	2	$	663


	Nine Months Ended September 30, 2020
(In millions)	Las Vegas		Regional		Managed, International & CIE		Corporate and Other		Total
Casino and pari-mutuel commissions	$	122	$	1,215	$	23	$	0	$	1,360
Food and beverage	52		135		1		0		188
Hotel	79		178		0		0		257
Other	51		68		45		8		172


Net revenues	$	304	$	1,596	$	69	$	8	$	1,977


	Nine Months Ended September 30, 2019
(In millions)	Las Vegas		Regional		Managed, International & CIE		Corporate and Other		Total
Casino and pari-mutuel commissions	$	0	$	1,386	$	0	$	0	$	1,386
Food and beverage	0		229		0		0		229
Hotel	0		237		0		0		237
Other	0		78		0		6		84
Net revenues	$	0	$	1,930	$	0	$	6	$	1,936


	Balance Sheet as of
(In millions)	September 30, 2020		December 31, 2019
Casino and pari-mutuel commissions	$	121	$	16
Food and beverage and hotel	27		17
Other	237		21
Accounts receivable, net	$	385	$	54


	Outstanding Chip Liability				Caesars Rewards				Customer Deposits and Other Deferred Revenue
(In millions)	2020		2019		2020		2019		2020		2019
Balance at January 1	$	10	$	9	$	13	$	18	$	172	$	28
Balance at September 30	28		8		106		14		270		173
Increase / (decrease)	$	18	$	(1)	$	93	$	(4)	$	98	$	145


	March 31, 2021
(In millions)	MontBleu		Evansville		Baton Rouge
Assets:





Cash	$	2	$	8	$	2
Property and equipment, net	37		302		2
Goodwill	0		9		0
Gaming licenses and other intangibles, net	0		138		0
Other assets, net	33		33		1
Assets held for sale	$	72	$	490	$	5

Current liabilities	$	8	$	11	$	3





Other long-term liabilities	63		13		1
Liabilities related to assets held for sale	$	71	$	24	$	4


	December 31, 2020
(In millions)	MontBleu		Evansville		Baton Rouge
Assets:






Cash	$	3	$	7	$	2
Property and equipment, net	37		302		2
Goodwill	0		9		0
Gaming licenses and other intangibles, net	0		138		0
Other assets, net	32		49		1
Assets held for sale	$	72	$	505	$	5

Current liabilities	$	8	$	12	$	2





Other long-term liabilities	63		24		1
Liabilities related to assets held for sale	$	71	$	36	$	3


	Three Months Ended March 31, 2021
(In millions)	MontBleu		Evansville		Baton Rouge
Net revenues	$	11	$	31	$	4
Net income (loss)	4		13		(1)


	Three Months Ended March 31, 2020
(In millions)	MontBleu		Evansville		Baton Rouge
Net revenues	$	9	$	33	$	6
Net income (loss)	(42)		1		(10)


	Three Months Ended March 31, 2020
(In millions)	Eldorado Shreveport		Kansas City		Vicksburg
Net revenues	$	23	$	14	$	5
Net income	2		3		0


	Three Months Ended March 31, 2021
(In millions)	Harrah’s Louisiana Downs		Horseshoe Hammond		Caesars UK		Caesars Southern Indiana
Net revenues	$	13	$	93	$	10	$	49
Net income (loss)	4		14		(7)		0


	September 30, 2020
(In millions)	Shreveport		MontBleu		Evansville
Assets:






Property and equipment, net	$	85	$	37	$	302
Goodwill	0		0		9
Gaming licenses and other intangibles, net	21		0		138
Other assets, net	15		32		48
Assets held for sale	$	121	$	69	$	497

Current liabilities	$	21	$	72	$	36






Liabilities related to assets held for sale	$	21	$	72	$	36


	Three Months Ended September 30, 2019
(In millions)	Mountaineer		Cape Girardeau		Caruthersville		Kansas City		Vicksburg		Presque		Nemacolin
Net revenues	$	33	$	14	$	9	$	15	$	6	$	0	$	0
Net income	3		2		1		1		0		0		0


Depreciation Expense
	Three Months Ended March 31,
(In millions)	2021		2020
Depreciation expense	$	245	$	43


	Units	Weighted- Average Grant Date Fair Value (a)
Unvested outstanding as of December 31, 2019	1,246,641	$	35.56
Granted (b)	1,222,736	48.17
Acquired (c)	1,876,969	38.24
Vested	(1,068,509)	33.22
Forfeited	(22,912)	41.89
Unvested outstanding as of September 30, 2020	3,254,925	42.56


	Units	Weighted- Average Fair Value (a)
Unvested outstanding as of December 31, 2019	0	$	0
Granted	185,639	70.26
Acquired (b)	124,984	63.36
Vested	(61,322)	63.36
Forfeited	0	0
Unvested outstanding as of September 30, 2020	249,301	68.50


			Non-Amortizing Intangible Assets
(In millions)	Amortizing Intangible Assets		Goodwill		Other
December 31, 2020	$	479	$	9,723	$	3,774
Amortization	(20)		—		—

Acquisition of gaming rights	—		0		2
Other	—		6		—
March 31, 2021	$	459	$	9,729	$	3,776


Estimated Five-Year Amortization
	Remaining 2021		Years Ended December 31,
(In millions)			2022		2023		2024		2025		2026
Estimated annual amortization expense	$	61	$	64	$	60	$	60	$	60	$	60


	March 31, 2021
(In millions)	Level 1		Level 2		Level 3		Total
Assets:
Restricted cash and investments	$	1	$	1	$	45	$	47
Marketable securities	20		11		0		31
Total assets at fair value	$	21	$	12	$	45	$	78
Liabilities:

Derivative instruments - 5% Convertible Notes	$	0	$	477	$	0	$	477
Derivative instruments - interest rate swaps	0		75		0		75

Total liabilities at fair value	$	0	$	552	$	0	$	552


(In millions)	Level 3 Investments
Fair value of investment at December 31, 2020	$	44

Unrealized gain	1
Fair value at March 31, 2021	$	45


Effective Date	Notional Amount (In millions)	Fixed Rate Paid	Variable Rate Received as of March 31, 2021	Maturity Date
1/1/2019	250	2.196%	0.1145%	12/31/2021
12/31//2018	250	2.274%	0.1145%	12/31/2022
1/1/2019	400	2.788%	0.1145%	12/31/2021
12/31//2018	200	2.828%	0.1145%	12/31/2022
1/1/2019	200	2.828%	0.1145%	12/31/2022
12/31//2018	600	2.739%	0.1145%	12/31/2022
1/2/2019	400	2.707%	0.1145%	12/31/2021