Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36629 | |
Entity Registrant Name | CAESARS ENTERTAINMENT, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-3657681 | |
Entity Address, Address Line One | 100 West Liberty Street | |
Entity Address, Address Line Two | 12th Floor | |
Entity Address, City or Town | Reno | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89501 | |
City Area Code | 775 | |
Local Phone Number | 328-0100 | |
Title of 12(b) Security | Common Stock, $.00001 par value | |
Trading Symbol | CZR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 214,366,139 | |
Entity Central Index Key | 0001590895 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 814 | $ 1,070 |
Restricted cash and investments | 185 | 319 |
Accounts receivable, net | 450 | 472 |
Inventories | 44 | 42 |
Prepayments and other current assets | 313 | 290 |
Assets held for sale | 3,314 | 3,771 |
Total current assets | 5,120 | 5,964 |
Investment in and advances to unconsolidated affiliates | 97 | 158 |
Property and equipment, net | 14,637 | 14,601 |
Gaming rights and other intangibles, net | 4,863 | 4,920 |
Goodwill | 11,082 | 11,076 |
Other assets, net | 1,274 | 1,312 |
Total assets | 37,073 | 38,031 |
CURRENT LIABILITIES: | ||
Accounts payable | 528 | 254 |
Accrued interest | 235 | 320 |
Accrued other liabilities | 1,750 | 1,973 |
Current portion of long-term debt | 70 | 70 |
Liabilities related to assets held for sale | 2,562 | 2,680 |
Total current liabilities | 5,145 | 5,297 |
Long-term financing obligation | 12,483 | 12,424 |
Long-term debt | 13,741 | 13,722 |
Deferred income taxes | 929 | 1,111 |
Other long-term liabilities | 929 | 936 |
Total liabilities | 33,227 | 33,490 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Caesars stockholders’ equity | 3,785 | 4,480 |
Noncontrolling interests | 61 | 61 |
Total stockholders’ equity | 3,846 | 4,541 |
Total liabilities and stockholders’ equity | $ 37,073 | $ 38,031 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUES: | ||
Net revenues | $ 2,292 | $ 1,792 |
EXPENSES: | ||
Other | 88 | 69 |
General and administrative | 499 | 380 |
Corporate | 69 | 66 |
Depreciation and amortization | 300 | 265 |
Transaction and other operating costs, net | (35) | 20 |
Total operating expenses | 2,302 | 1,576 |
Operating income (loss) | (10) | 216 |
OTHER EXPENSE: | ||
Interest expense, net | (552) | (579) |
Other income (loss) | 4 | (133) |
Total other expense | (548) | (712) |
Loss from continuing operations before income taxes | (558) | (496) |
Benefit for income taxes | 107 | 76 |
Net loss from continuing operations, net of income taxes | (451) | (420) |
Net loss from discontinued operations | (229) | (4) |
Net loss | (680) | (424) |
Net loss attributable to noncontrolling interests | 0 | 1 |
Net loss attributable to Caesars | $ (680) | $ (423) |
Net Loss per Share - Basic | ||
Basic loss per share from continuing operations (in dollars per share) | $ (2.11) | $ (2.01) |
Basic loss per share from discontinued operations (in dollars per share) | (1.07) | (0.02) |
Basic loss per share (in dollars per share) | (3.18) | (2.03) |
Net loss per share -Diluted | ||
Diluted loss per share from continuing operations (in dollars per share) | (2.11) | (2.01) |
Diluted loss per share from discontinued operations (in dollar per shares) | (1.07) | (0.02) |
Diluted loss per share (in dollars per share) | $ (3.18) | $ (2.03) |
Weighted average number of shares outstanding: | ||
Weighted average basic shares outstanding (in shares) | 214 | 208 |
Weighted average diluted shares outstanding (in shares) | 214 | 208 |
Casino and pari-mutuel commissions | ||
REVENUES: | ||
Net revenues | $ 1,292 | $ 1,227 |
EXPENSES: | ||
Cost of goods and services | 1,064 | 587 |
Food and beverage | ||
REVENUES: | ||
Net revenues | 339 | 169 |
EXPENSES: | ||
Cost of goods and services | 202 | 108 |
Hotel | ||
REVENUES: | ||
Net revenues | 383 | 215 |
EXPENSES: | ||
Cost of goods and services | 115 | 81 |
Other | ||
REVENUES: | ||
Net revenues | $ 278 | $ 181 |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (680) | $ (424) |
Foreign currency translation adjustments | (33) | 0 |
Change in fair market value of interest rate swaps, net of tax | 13 | 12 |
Other | 0 | (1) |
Other comprehensive income (loss), net of tax | (20) | 11 |
Comprehensive loss | (700) | (413) |
Comprehensive loss attributable to noncontrolling interests | 0 | 1 |
Comprehensive loss attributable to Caesars | $ (700) | $ (412) |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non controlling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 208 | ||||||
Beginning balance at Dec. 31, 2020 | $ 5,034 | $ 0 | $ 6,382 | $ (1,391) | $ 34 | $ (9) | $ 18 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock units | 23 | 23 | |||||
Net loss | (424) | (423) | (1) | ||||
Other comprehensive income, net of tax | 11 | 11 | |||||
Shares withheld related to net share settlement of stock awards | (14) | (14) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 208 | ||||||
Ending balance at Mar. 31, 2021 | 4,630 | $ 0 | 6,391 | (1,814) | 45 | (9) | 17 |
Beginning balance (in shares) at Dec. 31, 2021 | 214 | ||||||
Beginning balance at Dec. 31, 2021 | 4,541 | $ 0 | 6,877 | (2,410) | 36 | (23) | 61 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock units | 25 | 25 | |||||
Net loss | (680) | (680) | |||||
Other comprehensive income, net of tax | (20) | (20) | |||||
Shares withheld related to net share settlement of stock awards | (20) | (20) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 214 | ||||||
Ending balance at Mar. 31, 2022 | $ 3,846 | $ 0 | $ 6,882 | $ (3,090) | $ 16 | $ (23) | $ 61 |
CONSOLIDATED CONDENSED STATEM_4
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | $ (246) | $ 61 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment, net | (210) | (65) |
Acquisition of gaming rights and trademarks | 0 | (2) |
Proceeds from sale of businesses, property and equipment, net of cash sold | 3 | 4 |
Proceeds from the sale of investments | 27 | 42 |
Proceeds from insurance related to property damage | 27 | 26 |
Investments in unconsolidated affiliates | 0 | (30) |
Other | (6) | 0 |
Net cash used in investing activities | (159) | (25) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from long-term debt and revolving credit facilities | 475 | 0 |
Repayments of long-term debt and revolving credit facilities | (492) | (16) |
Taxes paid related to net share settlement of equity awards | (20) | (14) |
Net cash used in financing activities | (37) | (30) |
Cash flows from operating activities | (13) | (4) |
Cash flows from investing activities | (39) | 0 |
Net cash from discontinued operations | (52) | (4) |
Effect of foreign currency exchange rates on cash | (9) | 21 |
Increase (decrease) in cash, cash equivalents and restricted cash | (503) | 23 |
Cash, cash equivalents and restricted cash, beginning of period | 2,021 | 4,280 |
Cash, cash equivalents and restricted cash, end of period | 1,518 | 4,303 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED CONDENSED BALANCE SHEETS: | ||
Cash and cash equivalents | 814 | 1,810 |
Restricted cash included in restricted cash and investments | 185 | 2,050 |
Restricted and escrow cash included in other assets, net | 266 | 410 |
Cash and cash equivalents and restricted cash held for sale - discontinued operations | 253 | 33 |
Total cash, cash equivalents and restricted cash | 1,518 | 4,303 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 572 | 490 |
Income taxes (refunded) paid, net | 6 | (1) |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Payables for capital expenditures | 151 | 33 |
Land contributed to joint venture | $ 0 | $ 61 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization The Company is a geographically diversified gaming and hospitality company that was founded in 1973 by the Carano family with the opening of the Eldorado Hotel Casino in Reno, Nevada. Beginning in 2005, the Company grew through a series of acquisitions, including the acquisition of MTR Gaming Group, Inc. in 2014, Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”) in 2017 and Tropicana Entertainment, Inc. in 2018. On July 20, 2020, the Company completed the merger with Caesars Entertainment Corporation (“Former Caesars”) pursuant to which Former Caesars became a wholly-owned subsidiary of the Company (the “Merger”) and the Company changed the Company’s ticker symbol on the NASDAQ Stock Market from “ERI” to “CZR”. On April 22, 2021, the Company completed the acquisition of William Hill PLC for £2.9 billion, or approximately $3.9 billion (the “William Hill Acquisition”). See below for further discussion of the William Hill Acquisition. The Company owns, leases, brands or manages an aggregate of 52 domestic properties in 16 states with approximately 54,300 slot machines, video lottery terminals and e-tables, approximately 2,900 table games and approximately 47,700 hotel rooms as of March 31, 2022. The Company operates and conducts sports wagering across 23 states and domestic jurisdictions, 16 of which are mobile for sports betting, and operates regulated online real money gaming businesses in five states. In addition, we have other domestic and international properties that are authorized to use the brands and marks of Caesars Entertainment, Inc., as well as other non-gaming properties. The Company’s primary source of revenue is generated by its casino properties’ gaming operations, retail and online sports betting, as well as online gaming, and the Company utilizes its hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to its properties. The Company’s operations for retail and mobile sports betting, online casino, and online poker are included under the Caesars Digital segment. The Company has made significant investments into the interactive business with the completion of the Merger and the William Hill Acquisition. In addition, in connection with the launch and rebranding of the Caesars Sportsbook app, our Caesars Digital segment initiated a significant marketing campaign with distinguished actors, former athletes and other media personalities. As new states and jurisdictions have legalized sports betting, we have made significant upfront investment which has been executed through marketing campaigns and promotional incentives to establish ourselves as an industry leader. During active promotional periods, such as entering new jurisdictions with our Caesars Sportsbook app, such activity could result in negative net gaming revenue. The Company intends to limit the duration of active promotion periods and apply discretion to determine the level of investment for a particular jurisdiction. The Caesars Sportsbook app offers numerous pre-match and live markets, extensive odds and flexible limits, player props, and same-game parlays. Caesars Sportsbook has partnerships with the NFL, NBA, NHL and MLB and is the exclusive odds provider for ESPN and CBS Sports. The Company also intends to continue to create new partnerships among collegiate and professional sports teams and entered into the exclusive naming-rights partnership to rebrand the Superdome in New Orleans as the Caesars Superdome. The Company expects to continue to expand its operations in the Caesars Digital segment as new jurisdictions legalize retail and online sports betting. The Company has divested certain properties and other assets, including non-core properties and divestitures required by regulatory agencies. See Note 3 for a discussion of properties recently sold or currently held for sale and Note 15 for segment information. William Hill Acquisition On September 30, 2020, the Company announced that it had reached an agreement with William Hill PLC on the terms of a recommended cash acquisition pursuant to which the Company would acquire the entire issued and to be issued share capital (other than shares owned by the Company or held in treasury) of William Hill PLC, in an all-cash transaction. On April 22, 2021, the Company completed the acquisition of William Hill PLC for £2.9 billion , or approximately $3.9 billion . See Note 2. In connection with the William Hill Acquisition, on April 22, 2021, a newly formed subsidiary of the Company (the “Bridge Facility Borrower”) entered into a Credit Agreement (the “Bridge Credit Agreement”) with certain lenders party thereto and Deutsche Bank AG, London Branch, as administrative agent and collateral agent, pursuant to which the lenders party thereto provided the Debt Financing (as defined below). The Bridge Credit Agreement provides for (a) a 540-day £1.0 billion asset sale bridge facility, (b) a 60-day £503 million cash confirmation bridge facility and (c) a 540-day £116 million revolving credit facility (collectively, the “Debt Financing”). The proceeds of the bridge loan facilities provided under the Bridge Credit Agreement were used (i) to pay a portion of the cash consideration for the acquisition and (ii) to pay fees and expenses related to the acquisition and related transactions. The proceeds of the revolving credit facility under the Bridge Credit Agreement may be used for working capital and general corporate purposes. The £1.5 billion Interim Facilities Agreement (the “Interim Facilities Agreement”) entered into on October 6, 2020 with Deutsche Bank AG, London Branch and JPMorgan Chase Bank, N.A., and amended on December 11, 2020, was terminated upon the execution of the Bridge Credit Agreement. On May 12, 2021, we repaid the £503 million cash confirmation bridge facility. On June 14, 2021, the Company drew down the full £116 million from the revolving credit facility and the proceeds, in addition to excess Company cash, were used to make a partial repayment of the asset sale bridge facility in the amount of £700 million. Outstanding borrowings under the Bridge Credit Agreement are expected to be repaid upon the sale of William Hill’s non-U.S. operations including the UK and international online divisions and the retail betting shops (collectively, “William Hill International”), all of which are held for sale as of the date of the closing of the William Hill Acquisition and are reflected within discontinued operations. See Note 3. Certain investments acquired have been excluded from the held for sale asset group. See Note 7 for investments in which the Company elected to apply the fair value option. On September 8, 2021, the Company entered into an agreement to sell William Hill International to 888 Holdings Plc for approximately £2.2 billion. On April 7, 2022, the Company amended the agreement to sell the non-US assets of William Hill to 888 Holdings Plc for a revised enterprise value of approximately £2.0 billion. The amended agreement reflects a £250 million reduction in consideration payable at closing and up to £100 million as deferred consideration to be paid to the Company, subject to 888 Holdings Plc meeting certain 2023 financial targets. As a result of the reduction in sales price, the Company recorded an impairment to assets held for sale of $329 million within discontinued operations during the three months ended March 31, 2022. After repayment of the outstanding debt under the Bridge Credit Agreement, described above, the Company expects to receive approximately £585 million, or $785 million, subject to any permitted leakage, which is customary for sale transactions in the UK. See Note 2. In order to manage the risk of changes in the GBP denominated sales price and expected proceeds, the Company has entered into foreign exchange forward contracts. See Note 7. The sale is subject to satisfaction of customary closing conditions, including receipt of the approval of shareholders of 888 Holdings Plc and regulatory approvals, and is expected to close in the second quarter of 2022. Reclassifications Certain reclassifications of prior year presentations have been made to conform to the current period presentation. In June 2021, the Indiana Gaming Commission amended its order that previously required the Company to sell a third casino asset in the state. As a result, Horseshoe Hammond no longer met the held for sale criteria and the amounts previously presented in discontinued operations have been reclassified into continuing operations for all relevant periods presented. Basis of Presentation The accompanying unaudited Financial Statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited Financial Statements contain all adjustments, all of which are normal and recurring, considered necessary for a fair presentation. The results of operations for these interim periods are not necessarily indicative of the operating results for other quarters, for the full year or any future period. The presentation of financial information herein for the periods after the Company’s acquisition of William Hill on April 22, 2021 and the acquisition of an additional interest in Horseshoe Baltimore on August 26, 2021 is not fully comparable to the periods prior to the respective acquisitions. In addition, the presentation of financial information herein for the periods after the Company’s sales of various properties is not fully comparable to the periods prior to their respective sale dates. See Note 2 for further discussion of the acquisitions and related transactions and Note 3 for properties recently sold or currently held for sale. Consolidation of Subsidiaries and Variable Interest Entities Our Financial Statements include the accounts of Caesars Entertainment, Inc. and its subsidiaries after elimination of all intercompany accounts and transactions. We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities (“VIEs”) for which we or one of our consolidated subsidiaries is the primary beneficiary. Control generally equates to ownership percentage, whereby (i) affiliates that are more than 50% owned are consolidated; (ii) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where we have determined that we have significant influence over the entities; and (iii) investments in affiliates of 20% or less are generally accounted for as investments in equity securities. We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the results of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE. If we determine an investment qualifies, no longer qualifies, as a VIE, there may be a material effect to our Financial Statements. Developments Related to COVID-19 In January 2020, an outbreak of a new strain of coronavirus (“COVID-19”) was identified and spread throughout much of the world, including the U.S. All of the Company’s casino properties were temporarily closed for the period from mid-March 2020 through mid-May 2020 due to orders issued by various government agencies and tribal bodies as part of certain precautionary measures intended to help slow the spread of COVID-19. The Company has resumed operations at all of its properties with the exception of Lake Charles which was severely damaged by Hurricane Laura. See Note 8. Although the resurgence of the Omicron variant of COVID-19 continued to impact the beginning of the quarter, most of our properties experienced positive trends during the three months ended March 31, 2022 including higher hotel occupancy, particularly in Las Vegas, and increased gaming and food and beverage volume as mandates and restrictions on maximum capacities and amenities available were eased. Future variants, mandates or restrictions imposed by various regulatory bodies are uncertain and could, once again, have a significant impact on our future operations. Recently Issued Accounting Pronouncements Pronouncements Implemented in 2022 Effective January 1, 2022, we adopted Accounting Standards Updates (“ASU”) 2020-04 (amended through January 2021), Reference Rate Reform. We will apply this guidance to applicable contracts and instruments if, and when, they are modified. Such application is not expected to have a material effect on our Financial Statements. |
Acquisitions and Purchase Price
Acquisitions and Purchase Price Accounting | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Purchase Price Accounting | Acquisitions and Purchase Price Accounting Acquisition of William Hill On April 22, 2021, we completed the acquisition of William Hill PLC for cash consideration of approximately £2.9 billion, or approximately $3.9 billion, based on the GBP to USD exchange rate on the closing date . Prior to the acquisition, William Hill PLC’s U.S. subsidiary, William Hill U.S. Holdco (“William Hill US” and together with William Hill PLC, “William Hill”) operated 37 sportsbooks at our properties in eight states. Following the William Hill Acquisition, we conduct sports wagering in 23 states across the U.S. plus the District of Columbia. Additionally, we operate regulated online real money gaming businesses in five states and continue to leverage the World Series of Poker (“WSOP”) brand, and license the WSOP trademarks for a variety of products and services. Extensive usage of digital platforms, continued legalization in additional states, and growing bettor demand are driving the market for online sports betting platforms in the U.S. and the William Hill Acquisition positioned us to address this growing market. On September 8, 2021, the Company entered into an agreement to sell William Hill International to 888 Holdings Plc for approximately £2.2 billion. On April 7, 2022, the Company amended the agreement to sell the non-US assets of William Hill to 888 Holdings Plc for a revised enterprise value of approximately £2.0 billion. The amended agreement reflects a £250 million reduction in consideration payable at closing and up to £100 million as deferred consideration to be paid to the Company, subject to 888 Holdings Plc meeting certain 2023 financial targets. As a result of the reduction to the sales price, the Company recorded an impairment to assets held for sale of $329 million within discontinued operations during the three months ended March 31, 2022. The sale is subject to satisfaction of customary closing conditions, including receipt of the approval of shareholders of 888 Holdings Plc and regulatory approvals, and is expected to close in the second quarter of 2022. The Company previously held an equity interest in William Hill PLC and William Hill US (see Note 4). Accordingly, the acquisition is accounted for as a business combination achieved in stages, or a “step acquisition.” As mentioned above, the total purchase consideration for William Hill was approximately $3.9 billion . The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value. (In millions) Consideration Cash for outstanding William Hill common stock (a) $ 3,909 Fair value of William Hill equity awards 30 Settlement of preexisting relationships (net of receivable/payable) 7 Settlement of preexisting relationships (net of previously held equity investment and off-market settlement) (34) Total purchase consideration $ 3,912 ____________________ (a) William Hill common stock of approximately 1.0 billion shares as of the acquisition date was paid at £2.72 per share, or approximately $3.77 per share using the GBP to USD exchange rate on the acquisition date. Preliminary Purchase Price Allocation The purchase price allocation for William Hill is preliminary as it relates to determining the fair value of certain assets and liabilities, including goodwill, and is subject to change. The fair values are based on management’s analysis including preliminary work performed by third-party valuation specialists, which are subject to finalization over the one-year measurement period. The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of William Hill, with the excess recorded as goodwill as of March 31, 2022: (In millions) Fair Value Other current assets $ 164 Assets held for sale 4,337 Property and equipment, net 55 Goodwill 1,154 Intangible assets (a) 565 Other noncurrent assets 317 Total assets $ 6,592 Other current liabilities $ 242 Liabilities related to assets held for sale (b) 2,142 Deferred income taxes 251 Other noncurrent liabilities 35 Total liabilities 2,670 Noncontrolling interests 10 Net assets acquired $ 3,912 ____________________ (a) Intangible assets consist of gaming rights valued at $80 million, trademarks valued at $27 million , developed technology valued at $110 million , reacquired rights valued a t $280 million and user relationships valued at $68 million. (b) Includes the fair value of debt of $1.1 billion related to William Hill International at the acquisition date. The preliminary purchase price allocation is subject to a measurement period and has since been revised. Assets and liabilities held for sale noted above are substantially all related to William Hill International. During the three months ended March 31, 2022, the Company revised the assumed deferred tax liabilities which resulted in an increase to goodwill of $6 million and an increase in deferred income taxes of $6 million. The effect of these revisions during the quarter did not have an impact on our Statements of Operations. The fair values of the assets acquired and liabilities assumed were determined using the market, income, and cost approaches, or a combination. Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the William Hill acquisition make use of Level 3 inputs, such as expected cash flows and projected financial results. The market approach indicates value for a subject asset based on available market pricing for comparable assets. Trade receivables and payables and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the William Hill acquisition date. Assets and liabilities held for sale substantially represent William Hill International which has been initially valued using a combination of approaches including a market approach based on valuation multiples and EBITDA, the relief from royalty method and the replacement cost method. In addition to the approaches described, our estimates have been updated to reflect the sale price of William Hill International in the proposed sale to 888 Holdings Plc, described above. The acquired net assets of William Hill included certain investments in common stock. Investments with a publicly available share price were valued using the share price on the acquisition date. Investments without publicly available share data were valued at their carrying value, which approximated fair value. Other personal property assets such as furniture, equipment, computer hardware, and fixtures were valued using a cost approach which determined that the carrying values represented fair value of those items at the William Hill acquisition date. Trademarks and developed technology were valued using the relief from royalty method, which presumes that without ownership of such trademarks or technology, the Company would have to make a series of payments to the assets’ owner in return for the right to use their brand or technology. By virtue of their ownership of the respective intangible assets, the Company avoids any such payments and records the related intangible value. The estimated useful lives of the trademarks and developed technology are approximately 15 years and six years, respectively, from the acquisition date. Online user relationships are valued using a cost approach based on the estimated marketing and promotional cost to acquire the new active user base if the user relationships were not already in place and needed to be replaced. We estimate the useful life of the user relationships to be approximately three years from the acquisition date. Operating agreements with non-Caesars entities allowed William Hill to operate retail and online sportsbooks as well as online gaming within certain states. These agreements are valued using the excess earnings method, estimating the projected profits of the business attributable to the rights afforded through the agreements, adjusted for returns of other assets that contribute to the generation of this profit, such as working capital, fixed assets and other intangible assets. We estimate the useful life of these operating agreements to be approximately 20 years from the acquisition date and have included them within amortizing gaming rights. The reacquired rights intangible asset represents the estimated fair value of the Company’s share of the William Hill’s forecasted profits arising from the prior contractual arrangement with the Company to operate retail and online sportsbooks and online gaming. This fair value estimate was determined using the excess earnings method, an income-based approach that reflects the present value of the future profit William Hill expected to earn over the remaining term of the contract, adjusted for returns of other assets that contribute to the generation of this profit, such as working capital, fixed assets and other intangible assets. The forecasted profit used within this valuation is adjusted for the settlement of the preexisting relationship noted previously in the calculation of the purchase consideration in order to avoid double counting of this settlement. Reacquired rights are amortizable over the remaining contractual period of the contract in which the rights were granted and estimated to be approximately 24 years from the acquisition date. Goodwill is the result of expected synergies from the operations of the combined company and future customer relationships including the brand names and strategic partner relationships of Caesars and the technology and assembled workforce of William Hill. The goodwill acquired will not generate amortization deductions for income tax purposes. The fair value of long-term debt assumed has been calculated based on market quotes. The Company recognized acquisition-related transaction costs of less than $1 million and $5 million, respectively, for the three months ended March 31, 2022 and 2021, excluding additional transaction costs associated with sale of William Hill International. These costs were primarily associated with legal and professional services and were recorded in Transaction and other operating costs, net in our Statements of Operations. For the period of January 1, 2022 through March 31, 2022, the operations of William Hill resulted in negative net revenues of $90 million, excluding discontinued operations (see Note 3), and a net loss of $894 million. See Note 1 for discussion on negative revenues. Consolidation of Horseshoe Baltimore On August 26, 2021, the Company increased its ownership interest in Horseshoe Baltimore, a property which it also manages, to approximately 75.8% for cash consideration of $55 million. Subsequent to the change in ownership, the Company was determined to have a controlling financial interest and has begun to consolidate the operations of Horseshoe Baltimore. Prior to the purchase, the Company held an interest in Horseshoe Baltimore of approximately 44.3% which was accounted for as an equity method investment. (In millions) Consideration Cash for additional ownership interest $ 55 Preexisting relationships (net of receivable/payable) 18 Preexisting relationships (previously held equity investment) 81 Total purchase consideration $ 154 Preliminary Purchase Price Allocation The purchase price allocation for Horseshoe Baltimore is preliminary as it relates to determining the fair value of certain assets and liabilities, including goodwill, and is subject to change. The estimated fair values are based on management’s analysis, including preliminary work performed by a third-party valuation specialist, which is subject to finalization over the one-year measurement period. The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets and liabilities of Horseshoe Baltimore, with any potential excess recorded as goodwill as of March 31, 2022: (In millions) Fair Value Current assets $ 60 Property and equipment, net 317 Goodwill 63 Intangible assets (a) 53 Other noncurrent assets 183 Total assets $ 676 Current liabilities $ 26 Long-term debt 272 Other long-term liabilities 182 Total liabilities 480 Noncontrolling interests 42 Net assets acquired $ 154 ____________________ (a) Intangible assets consist of gaming rights valued at $43 million and customer relationships valued at $10 million. The fair values of the assets acquired and liabilities assumed were determined using the market, income, and cost approaches, or a combination. Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Horseshoe Baltimore acquisition make use of Level 3 inputs, such as expected cash flows and projected financial results. The market approach indicates value for a subject asset based on available market pricing for comparable assets. Trade receivables and payables and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the Horseshoe Baltimore acquisition date. Other personal property assets such as furniture, equipment, computer hardware, and fixtures were valued at the existing carrying values as they closely represented the estimated fair value of those items at the Horseshoe Baltimore acquisition date. The fair value of the buildings and improvements were estimated via the income approach. The remaining estimated useful life of the buildings and improvements is 40 years. The right of use asset and operating lease liability related to a ground lease for the site on which Horseshoe Baltimore is located was recorded at fair value and will be amortized over the estimated remaining useful life due to changes in the underlying fair value and estimated remaining useful life of the building and improvements. Renewal options are considered to be reasonably certain. The income approach was used to determine fair value, based on the estimated present value of the future lease payments over the lease term, including renewal options, using an incremental borrowing rate of approximately 7.6%. Customer relationships are valued using an income approach, comparing the prospective cash flows with and without the customer relationships in place to estimate the fair value of the customer relationships, with the fair value assumed to be equal to the discounted cash flows of the business that would be lost if the customer relationships were not in place and needed to be replaced. We estimate the useful life of these customer relationships to be approximately seven years. The fair value of the gaming rights was determined using the excess earnings method, which is an income approach methodology that estimates the projected cash flows of the business attributable to the gaming license intangible asset, which is net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets. The acquired gaming rights are considered to have an indefinite life. The goodwill acquired will generate amortization deductions for income tax purposes. The fair value of long-term debt has been calculated based on market quotes. For the period of January 1, 2022 through March 31, 2022, the operations of Horseshoe Baltimore generated net revenues of $58 million, and net income of $2 million. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Assets Held for Sale The Company periodically divests assets that it does not consider core to its business to raise capital or, in some cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities. The carrying value of the net assets held for sale are compared to the expected selling price and any expected losses are recorded immediately. Gains or losses associated with the disposal of assets held for sale are recorded within other operating costs, unless the assets represent a discontinued operation. Held for sale - Continuing operations Baton Rouge On December 1, 2020, the Company entered into a definitive agreement with CQ Holding Company, Inc. to sell the equity interests of Belle of Baton Rouge Casino & Hotel (“Baton Rouge”). The transaction has received regulatory approvals and is expected to close in the second quarter of 2022, subject to other customary closing conditions. Baton Rouge met the requirements for presentation as assets held for sale as of March 31, 2022. The assets and liabilities held for sale within continuing operations, accounted for at carrying value unless fair value is lower, were as follows as of March 31, 2022 and December 31, 2021: Baton Rouge (In millions) March 31, 2022 December 31, 2021 Assets: Cash $ 2 $ 3 Property and equipment, net 2 2 Other assets, net 1 1 Assets held for sale $ 5 $ 6 Liabilities: Current liabilities $ 2 $ 3 Other long-term liabilities 1 1 Liabilities related to assets held for sale $ 3 $ 4 The following information presents the net revenues and net loss of our held for sale property, with operations included in continuing operations, that has not been sold: Baton Rouge Three Months Ended March 31, (In millions) 2022 2021 Net revenues $ 4 $ 4 Net loss — (1) Held for sale - Sold MontBleu and Evansville Divestitures On April 6, 2021, the Company consummated the sale of the equity interests of MontBleu Casino Resort & Spa (“MontBleu”) to Bally’s Corporation for $15 million, subject to a customary working capital adjustment, resulting in a gain of less than $1 million. The Company received the payment in full on April 5, 2022. MontBleu was within the Regional segment. On June 3, 2021, the Company consummated the sale of the real property and equity interests of Tropicana Evansville (“Evansville”) to Gaming and Leisure Properties, Inc. (“GLPI”) and Bally’s Corporation (formerly Twin River Worldwide Holdings, Inc.), respectively, for $480 million, subject to a customary working capital adjustment, resulting in a gain of $12 million. Evansville was within the Regional segment. The following information presents the net revenues and net income of previously held for sale properties, which were recently sold: Three Months Ended March 31, 2021 (In millions) MontBleu Evansville Net revenues $ 11 $ 31 Net income 4 13 Held for sale - Discontinued operations On the closing date of the Merger, Harrah’s Louisiana Downs, Caesars UK Group, which includes Emerald Resorts & Casino, and Caesars Southern Indiana met held for sale criteria. The operations of these properties have been presented within discontinued operations. On September 3, 2020, the Company and VICI Properties L.P., a Delaware limited partnership (“VICI”) entered into an agreement to sell the equity interests of Harrah’s Louisiana Downs to Rubico Acquisition Corp. for $22 million, subject to a customary working capital adjustment, which proceeds will be split between the Company and VICI. On November 1, 2021, the sale of Harrah’s Louisiana Downs was completed. The annual base rent payments under the Regional Master Lease between Caesars and VICI remained unchanged. On December 24, 2020, the Company entered into an agreement to sell the equity interests of Caesars Southern Indiana to the Eastern Band of Cherokee Indians (“EBCI”) for $250 million, subject to customary purchase price adjustments. On September 3, 2021, the Company completed the sale of Caesars Southern Indiana, resulting in a gain of $12 million. In connection with this transaction, the Company’s annual base rent payments to VICI Properties under the Regional Master Lease were reduced by $33 million. Additionally, the Company and EBCI entered into a 10-year brand license agreement for the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana. The agreement contains cancellation rights in exchange for a termination fee at the buyer’s discretion following the fifth anniversary of the agreement. On July 16, 2021, the Company completed the sale of Caesars UK Group, in which the buyer assumed all liabilities associated with the Caesars UK Group, and recorded an impairment of $14 million within discontinued operations. At the time that the William Hill Acquisition was consummated, the Company’s intent was to divest William Hill International. Accordingly, the assets and liabilities of William Hill International are classified as held for sale with operations presented within discontinued operations. See Note 1 and Note 2. The following information presents the net revenues and net income (loss) for the Company’s properties that are part of discontinued operations for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 (In millions) William Hill International Net revenues $ 419 Net loss (303) Three Months Ended March 31, 2021 (In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana Net revenues $ 13 $ 10 $ 49 Net income (loss) 4 (7) — Not included in tables are assets and liabilities held for sale of $3.3 billion and $2.6 billion, respectively, as of March 31, 2022 and $3.8 billion and $2.7 billion, respectively, as of December 31, 2021, related to William Hill International. Liabilities held for sale as of March 31, 2022 and December 31, 2021 include $601 million and $617 million, respectively, of debt related to the asset sale bridge facility and the revolving credit facility, which are expected to be repaid upon the sale of William Hill International, as described in Note 1. The Bridge Credit Agreement includes a financial covenant, of which the Company was in compliance as of March 31, 2022, requiring the Bridge Facility Borrower to maintain a maximum total net leverage ratio of 10.50 to 1.00. The borrowings under the Bridge Credit Agreement are guaranteed by the Bridge Facility Borrower and its material wholly-owned subsidiaries (subject to exceptions), and are secured by a pledge of substantially all of the existing and future property and assets of the Bridge Facility Borrower and the guarantors (subject to exceptions). In addition, $918 million of debt is held for sale related to two trust deeds assumed in the William Hill Acquisition. One trust deed relates to £350 million aggregate principal amount of 4.750% Senior Notes due 2026, and the other trust deed relates to £350 million aggregate principal amount of 4.875% Senior Notes due 2023. Each of the trust deeds contain a put option due to a change in control which allowed noteholders to require the Company to purchase the notes at 101% of the principal amount with interest accrued. The put period expired on July 26, 2021, and approximately £1 million of debt was repurchased. No financial covenants were noted related to the two trust deeds assumed in the William Hill Acquisition. |
Investments in and Advances to
Investments in and Advances to Unconsolidated Affiliates | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in and Advances to Unconsolidated Affiliates | Investments in and Advances to Unconsolidated Affiliates William Hill The Company previously entered into a 25-year agreement which granted William Hill the right to conduct betting activities, including operating our sportsbooks, and conduct certain real money online gaming activities. On April 22, 2021, the Company consummated its previously announced acquisition of William Hill PLC in an all-cash transaction. Prior to the acquisition, the Company accounted for its investment in William Hill PLC as an investment in equity securities and William Hill US as an equity method investment. See Note 2 for further detail on the consideration transferred and the allocation of the purchase price. NeoGames The acquired net assets of William Hill included an investment in publicly traded common stock of NeoGames S.A. (“NeoGames”), a global leader of iLottery solutions and services to national and state-regulated lotteries, and other investments. On September 16, 2021, the Company sold a portion of its shares of NeoGames common stock for $136 million which decreased Company’s ownership interest from 24.5% to 8.4%. Additionally, on March 14, 2022 the Company sold its remaining 2 million shares at fair value for $26 million and recorded a loss on the change in fair value of $34 million during the three months ended March 31, 2022, which is included within Other income (loss) on the Statements of Operations. Pompano Joint Venture In April 2018, the Company entered into a joint venture with Cordish Companies (“Cordish”) to plan and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack at the Company’s Pompano property. As the managing member, Cordish will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project. Additionally, Cordish will be responsible for the development of the master plan for the project with the Company’s input and will submit it for the Company’s review and approval. In June 2021, the joint venture issued a capital call and we contributed $3 million. The Company has made cash contributions totaling $4 million and has contributed land. On February 12, 2021, the Company contributed 186 acres to the joint venture with a fair value of $61 million. Total contributions of approximately 206 acres of land have been made with a fair value of approximately $69 million, and the Company has no further obligation to contribute additional real estate or cash as of March 31, 2022. We entered into a short-term lease agreement in February 2021, which we can cancel at any time, to lease back a portion of the land from the joint venture. While the Company holds a 50% variable interest in the joint venture, it is not the primary beneficiary; as such the investment in the joint venture is accounted for using the equity method. The Company participates evenly with Cordish in the profits and losses of the joint venture, which are included in Transaction and other operating costs, net on the Statements of Operations. As of March 31, 2022 and December 31, 2021, the Company’s investment in the joint venture is recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment (In millions) March 31, 2022 December 31, 2021 Land $ 2,093 $ 2,125 Buildings, riverboats, and leasehold and land improvements 12,589 12,433 Furniture, fixtures, and equipment 1,715 1,650 Construction in progress 479 395 Total property and equipment 16,876 16,603 Less: accumulated depreciation (2,239) (2,002) Total property and equipment, net $ 14,637 $ 14,601 Our property and equipment are subject to various operating leases for which we are the lessor. We lease our property and equipment related to our hotel rooms, convention space and retail space through various short-term and long-term operating leases. Depreciation Expense Three Months Ended March 31, (In millions) 2022 2021 Depreciation expense $ 243 $ 245 Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is recorded as goodwill. Changes in Carrying Value of Goodwill and Other Intangible Assets Non-Amortizing Intangible Assets (In millions) Amortizing Intangible Assets Goodwill Other December 31, 2021 $ 1,209 $ 11,076 $ 3,711 Amortization (57) — — Other (a) — 6 — March 31, 2022 $ 1,152 $ 11,082 $ 3,711 ____________________ (a) Purchase price adjustment related to William Hill Acquisition. See Note 2 for additional information. Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill March 31, 2022 December 31, 2021 (Dollars in millions) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Customer relationships 3 - 7 years $ 587 $ (210) $ 377 $ 587 $ (187) $ 400 Gaming rights and other 20 - 34 years 174 (8) 166 174 (7) 167 Trademarks 15 years 322 (46) 276 322 (21) 301 Reacquired rights 24 years 250 (10) 240 250 (7) 243 Technology 6 years 110 (17) 93 110 (12) 98 $ 1,443 $ (291) 1,152 $ 1,443 $ (234) 1,209 Non-amortizing intangible assets Trademarks 1,998 1,998 Gaming rights 1,190 1,190 Caesars Rewards 523 523 3,711 3,711 Total amortizing and non-amortizing intangible assets, net $ 4,863 $ 4,920 Amortization expense with respect to intangible assets for the three months ended March 31, 2022 and 2021 totale d $57 million and $20 million, respectively, which is included in depreciation and amortization in the Statements of Operations. Estimated Five-Year Amortization Remaining 2022 Years Ended December 31, (In millions) 2023 2024 2025 2026 2027 Estimated annual amortization expense $ 129 $ 138 $ 123 $ 116 $ 116 $ 73 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Items Measured at Fair Value on a Recurring Basis The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the Balance Sheets at March 31, 2022 and December 31, 2021: March 31, 2022 (In millions) Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 9 $ 8 $ — $ 17 Derivative instruments - FX forward — 12 — 12 Total assets at fair value $ 9 $ 20 $ — $ 29 Liabilities: Derivative instruments - interest rate swaps $ — $ 11 $ — $ 11 Total liabilities at fair value $ — $ 11 $ — $ 11 December 31, 2021 (In millions) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 1 $ 1 $ — $ 2 Marketable securities 69 9 — 78 Derivative instruments - FX forward — 1 — 1 Total assets at fair value $ 70 $ 11 $ — $ 81 Liabilities: Derivative instruments - interest rate swaps $ — $ 28 $ — $ 28 Derivative instruments - FX forward — 16 — 16 Total liabilities at fair value $ — $ 44 $ — $ 44 Restricted Cash The estimated fair values of the Company’s restricted cash are based upon quoted prices available in active markets (Level 1), or quoted prices for similar assets in active and inactive markets (Level 2), or quoted prices available in active markets adjusted for time restrictions related to the sale of the investment (Level 3) and represent the amounts the Company would expect to receive if the Company sold the restricted cash. Restricted cash classified as Level 1 includes cash equivalents held in short-term certificate of deposit accounts or money market type funds. Restricted cash that is not subject to remeasurement on a recurring basis is not included in the table above. Marketable Securities Marketable securities consist primarily of trading securities held by the Company’s captive insurance subsidiary and investments acquired in the William Hill Acquisition. See Note 4. These investments also include collateral for several escrow and trust agreements with third-party beneficiaries. The estimated fair values of the Company’s marketable securities are determined on an individual asset basis based upon quoted prices of identical assets available in active markets (Level 1), quoted prices of identical assets in inactive markets, or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts the Company would expect to receive if the Company sold these marketable securities. Derivative Instruments The Company does not purchase or hold any derivative financial instruments for trading purposes. Forward contracts T he Company has entered into several foreign exchange forward contracts with third parties to hedge the risk of fluctuations in the foreign exchange rates between USD and GBP and to fix the exchange rate for a portion of the funds used in the William Hill Acquisition, repayment of related debt, and expected proceeds of the sale of the international operations. During the three months ended March 31, 2022 and 2021, the Company recorded total gains of $21 million and $1 million, respectively, related to these forward contracts, which was recorded in the Other income (loss) on the Statements of Operations. The forward term of these contracts ends in June 2022. Interest Rate Swap Derivatives We assumed Former Caesars’ interest rate swaps to manage the mix of assumed debt between fixed and variable rate instruments. As of March 31, 2022, we have four interest rate swap agreements to fix the interest rate on $1.3 billion of variable rate debt related to the CRC Credit Agreement. 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 is accrued as interest rates change and recognized as an adjustment to interest expense at settlement. Changes in the variable interest rates to be 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 March 31, 2022 are as follows: Effective Date Notional Amount (In millions) Fixed Rate Paid Variable Rate Received as of Maturity Date 1/1/2019 250 2.274% 0.2086% 12/31/2022 1/1/2019 200 2.828% 0.2086% 12/31/2022 1/1/2019 200 2.828% 0.2086% 12/31/2022 1/1/2019 600 2.739% 0.2086% 12/31/2022 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 Other assets, net or Other long-term 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. Financial Statement Effect The effect of derivative instruments designated as hedging instruments on the Balance Sheets for amounts transferred into Accumulated other comprehensive income (loss) (“AOCI”) before tax was a gain of $17 million and $15 million during the three months ended March 31, 2022 and 2021, respectively. AOCI reclassified to Interest expense on the Statements of Operations was $8 million and $14 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and December 31, 2021, the interest rate swaps derivative liability of $11 million and $28 million, respectively, was recorded in Other long-term liabilities. Net settlement of these interest rate swaps results in the reclassification of deferred gains and losses within AOCI to be reclassified to the income statement as a component of interest expense as settlements occur. The estimated amount of existing gains or losses that are reported in AOCI at the reporting date that are expected to be reclassified into earnings within the next 12 months is approximately $11 million. Accumulated Other Comprehensive Income The changes in AOCI by component, net of tax, for the periods through March 31, 2022 and 2021 are shown below. (In millions) Unrealized Net Gains on Derivative Instruments Foreign Currency Translation Adjustments Other Total Balances as of December 31, 2020 $ 26 $ 8 $ — $ 34 Other comprehensive loss before reclassifications (2) — (1) (3) Amounts reclassified from accumulated other comprehensive income 14 — — 14 Total other comprehensive income (loss), net of tax 12 — (1) 11 Balances as of March 31, 2021 $ 38 $ 8 $ (1) $ 45 Balances as of December 31, 2021 $ 73 $ (36) $ (1) $ 36 Other comprehensive income (loss) before reclassifications 5 (33) — (28) Amounts reclassified from accumulated other comprehensive income 8 — — 8 Total other comprehensive income (loss), net of tax 13 (33) — (20) Balances as of March 31, 2022 $ 86 $ (69) $ (1) $ 16 |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | Litigation, Commitments and Contingencies Litigation General We are a party to various legal proceedings, which have arisen in the normal course of our business. Such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our consolidated financial condition or results of operations. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. The current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations. COVID-19 Insurance Claims The COVID-19 public health emergency had a significant impact on the Company’s business and employees, as well as the communities where the Company operates and serves. The Company purchased broad property insurance coverage to protect against “all risk of physical loss or damage” and resulting business interruption, unless specifically excluded by policies. The Company submitted claims for losses incurred as a result of the COVID-19 public health emergency which are expected to exceed $2 billion. The insurance carriers under the Company’s insurance policies have asserted that the policies do not cover losses incurred by the Company as a result of the COVID-19 public health emergency and have refused to make payments under the applicable policies. Therefore, on March 19, 2021, the Company filed a lawsuit against its insurance carriers in the state court in Clark County, Nevada. On June 8, 2021, the Company filed an amended complaint. Litigation is proceeding and there can be no assurance as to the outcome of the litigation. Contractual Commitments The following contractual commitments were assumed by the Company associated with Former Caesars as result of the consummation of the Merger. Capital Commitments Harrah’s New Orleans In April 2020, the Company and the State of Louisiana, by and through the Louisiana Gaming Control Board, entered into an Amended and Restated Casino Operating Contract. Additionally, the Company, New Orleans Building Corporation and the City entered into a Second Amended and Restated Lease Agreement (the “Ground Lease”). Based on these amendments related to Harrah’s New Orleans, the Company is required to make certain payments and to make a capital investment of $325 million on or around Harrah’s New Orleans by July 15, 2024. The capital investment will include a renovation and full interior and exterior redesign, updated casino floor, new culinary experiences and a new 340 room hotel tower as we are also in the process of rebranding the property as Caesars New Orleans. Renovations are expected to be substantially complete during the second half of 2024. Atlantic City As required by the New Jersey Gaming Control Board in connection with its approval of the Merger, we have funded $400 million in escrow to provide funds for a three year capital expenditure plan in the state of New Jersey. This amount is currently included in restricted cash in Other assets, net. As of March 31, 2022 and December 31, 2021, our restricted cash balance in the escrow account was $240 million and $297 million, respectively, for future capital expenditures in New Jersey. Sports Sponsorship/Partnership Obligations We have agreements with certain professional sports leagues and teams, sporting event facilities and media companies for tickets, suites, and advertising, marketing, promotional and sponsorship opportunities including communication with partner customer databases. Additionally, a selection of such partnerships provide Caesars with exclusivity to access the aforementioned rights within the casino and/or sports betting category. In connection with the launch of the Caesars Sportsbook app, we entered into a significant marketing campaign with distinguished actors, former athletes and other media personalities. As of March 31, 2022 and December 31, 2021 , obligations related to these agreements were $978 million and $997 million, respectively, which include obligations assumed in the William Hill Acquisition, with contracts extending through 2040. These obligations include leasing of event suites that are generally considered short term leases for which we do not record a right of use asset or lease liability. We recognize expenses in the period services are received in accordance with the various agreements. In addition, assets or liabilities may be recorded related to the timing of payments as required by the respective agreement. Self-Insurance We are self-insured for workers compensation and other risk insurance, as well as health insurance and general liability. Our total estimated self-insurance liability as of March 31, 2022 and December 31, 2021, was $222 million and $221 million, respectively, which is included in Accrued other liabilities in our Balance Sheets. The assumptions, including those related to the COVID-19 public health emergency, utilized by our actuaries are subject to significant uncertainty and if outcomes differ from these assumptions or events develop or progress in a negative manner, the Company could experience a material adverse effect and additional liabilities may be recorded in the future. Contingencies Weather disruption - Lake Charles On August 27, 2020, Hurricane Laura made landfall on Lake Charles as a Category 4 storm severely damaging the Isle of Capri Casino Lake Charles. During the three months ended March 31, 2022 , the Company reached a final settlement agreement with the insurance carriers for a total amount of $128 million, before our insurance deductible of $25 million. The Company has received $94 million related to damaged fixed assets, remediation costs and business interruption. We expect to receive an additional $9 million in the second quarter of 2022, which is included in Accounts receivable, net. During the three months ended March 31, 2022 and 2021, the Company also recorded gains of $38 million and $8 million, respectively, which are included in Transaction and other operating costs, net in our Statements of Operations, as proceeds received for the cost to replace damaged property were in excess of the respective carrying value of the assets. The property will remain closed u ntil the fourth quarter of 2022 w hen construction of a new land-based casino is expected to be complete. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt March 31, 2022 December 31, 2021 (Dollars in millions) Final Maturity Rates Face Value Book Value Book Value Secured Debt Baltimore Revolving Credit Facility 2022 variable $ — $ — $ — CRC Revolving Credit Facility 2022 variable — — — Baltimore Term Loan 2024 variable 282 275 275 CRC Term Loan 2024 variable 4,500 4,203 4,190 CEI Revolving Credit Facility 2025 variable — — — CRC Incremental Term Loan 2025 variable 1,773 1,705 1,705 CRC Senior Secured Notes 2025 5.75% 1,000 985 985 CEI Senior Secured Notes 2025 6.25% 3,400 3,349 3,346 Convention Center Mortgage Loan 2025 7.85% 400 399 399 Unsecured Debt CEI Senior Notes 2027 8.125% 1,700 1,674 1,673 Senior Notes 2029 4.625% 1,200 1,184 1,183 Special Improvement District Bonds 2037 4.30% 49 49 49 Long-term notes and other payables 2 2 2 Total debt 14,306 13,825 13,807 Current portion of long-term debt (70) (70) (70) Deferred finance charges associated with the CEI Revolving Credit Facility — (14) (15) Long-term debt $ 14,236 $ 13,741 $ 13,722 Unamortized premiums, discounts and deferred finance charges $ 495 $ 531 Fair value $ 14,472 Annual Estimated Debt Service Requirements as of March 31, 2022 Remaining Years Ended December 31, (In millions) 2022 2023 2024 2025 2026 Thereafter Total Annual maturities of long-term debt $ 53 $ 70 $ 4,714 $ 6,526 $ 3 $ 2,940 $ 14,306 Estimated interest payments 540 880 860 550 200 320 3,350 Total debt service obligation (a) $ 593 $ 950 $ 5,574 $ 7,076 $ 203 $ 3,260 $ 17,656 ____________________ (a) Debt principal payments are estimated amounts based on contractual maturity and repayment dates. Interest payments are estimated based on the forward-looking LIBOR curve, where applicable, and include the estimated impact of the four interest rate swap agreements related to our CRC Credit Facility (see Note 7). Actual payments may differ from these estimates. Current Portion of Long-Term Debt The current portion of long-term debt as of March 31, 2022 includes the principal payments on the term loans, other unsecured borrowings, and special improvement district bonds that are contractually due within 12 months. The Company may, from time to time, seek to repurchase its outstanding indebtedness. Any such purchases may be funded by existing cash balances or the incurrence of debt. The amount and timing of any repurchase will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations. Debt Discounts or Premiums and Deferred Finance Charges Debt discounts or premiums and deferred finance charges incurred in connection with the issuance of debt are amortized to interest expense based on the related debt agreements primarily using the effective interest method. Unamortized discounts are written off and included in our gain or loss calculations to the extent we extinguish debt prior to its original maturity date. Fair Value The fair value of debt has been calculated primarily based on the borrowing rates available as of March 31, 2022 and based on market quotes of our publicly traded debt. We classify the fair value of debt within Level 1 and Level 2 in the fair value hierarchy. Terms of Outstanding Debt Baltimore Term Loan and Baltimore Revolving Credit Facility As a result of our increased ownership interest in Horseshoe Baltimore, we began to consolidate the aggregate principal amount of Horseshoe Baltimore’s senior secured term loan facility (the “Baltimore Term Loan”) and amount outstanding, if any, under Horseshoe Baltimore’s senior secured revolving credit facility (the “Baltimore Revolving Credit Facility”). The Baltimore Term Loan matures in 2024 and is subject to a variable rate of interest calculated as LIBOR plus 4.00%. The Baltimore Revolving Credit Facility has borrowing capacity of up to $10 million available and matures in 2022, subject to a variable rate of interest calculated as LIBOR plus 6.00%. As of March 31, 2022, there was $10 million of available borrowing capacity under the Baltimore Revolving Credit Facility. CRC Term Loans and CRC Revolving Credit Facility CRC is party to a credit agreement, dated as of December 22, 2017 (as amended, the “CRC Credit Agreement”), which included a $1.0 billion five-year revolving credit facility (the “CRC Revolving Credit Facility”) and an initial $4.7 billion seven-year first lien term loan (the “CRC Term Loan”), which was increased by $1.8 billion pursuant to an incremental agreement executed in connection with the Merger (the “CRC Incremental Term Loan”). The CRC Term Loan matures in December 2024 and the CRC Incremental Term Loan matures in July 2025. The CRC Revolving Credit Facility matures in December 2022 and includes a $400 million letter of credit sub-facility. The CRC Term Loan and the CRC Incremental Term Loan require scheduled quarterly principal payments in amounts equal to 0.25% of the original aggregate principal amount, with the balance due at maturity. The CRC Credit Agreement also includes customary voluntary and mandatory prepayment provisions, subject to certain exceptions. Borrowings under the CRC Credit Agreement bear interest at a rate equal to either (a) LIBOR adjusted for certain additional costs, subject to a floor of 0% or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as determined by Credit Suisse AG, Cayman Islands Branch, as administrative agent under the CRC Credit Agreement and (iii) the one-month adjusted LIBOR rate plus 1.00%, in each case plus an applicable margin. Such applicable margin shall be (a) with respect to the CRC Term Loan, 2.75% per annum in the case of any LIBOR loan or 1.75% per annum in the case of any base rate loan, (b) with respect to the CRC Incremental Term Loan, 4.50% per annum in the case of any LIBOR loan or 3.50% in the case of any base rate loan and (c) in the case of the CRC Revolving Credit Facility, 2.25% per annum in the case of any LIBOR loan and 1.25% per annum in the case of any base rate loan, subject in the case of the CRC Revolving Credit Facility to two 0.125% step-downs based on CRC’s senior secured leverage ratio (“SSLR”), the ratio of first lien senior secured net debt to adjusted earnings before interest, taxes, depreciation and amortization. The CRC Revolving Credit Facility is subject to a financial covenant discussed below. On September 21, 2021, CRC entered into a second amendment related to the CRC Incremental Term Loan to reduce the interest rate margins to 3.50% per annum in the case of any LIBOR loan or 2.50% per annum in the case of any base rate loan. The CRC Term Loan and the CRC Incremental Term Loan are LIBOR based loans as of March 31, 2022. In addition, CRC is required to pay a commitment fee in respect of any commitments under the CRC Revolving Credit Facility in the amount of 0.50% of the principal amount of the commitments, subject to step-downs to 0.375% and 0.25% based upon CRC’s SSLR. CRC is also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125% of the daily stated amount of such letter of credit. During the three months ended March 31, 2022, the Company utilized and fully repaid on the CRC Revolving Credit Facility. Such activity is presented in the financing section in the Statements of Cash Flows. As of March 31, 2022, the Company had $960 million of available borrowing capacity, after consideration of $65 million in outstanding letters of credit under the CRC Revolving Credit Facility. CEI Revolving Credit Facility On July 20, 2020, the Escrow Issuer entered into a new credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as collateral agent, and certain banks and other financial institutions and lenders party thereto, which provide for a five-year CEI Revolving Credit Facility in an aggregate principal amount of $1.2 billion (the “CEI Revolving Credit Facility”). On November 10, 2021, the Company amended the CEI Revolving Credit Facility to establish reserves in the total amount of $190 million which are available only for permitted use. The CEI Revolving Credit Facility matures in July 2025 and includes a letter of credit sub-facility of $250 million. The interest rate per annum applicable under the CEI Revolving Credit Facility, at the Company’s option is either (a) LIBOR adjusted for certain additional costs, subject to a floor of 0% or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as determined by JPMorgan Chase Bank, N.A. and (iii) the one-month adjusted LIBOR rate plus 1.00%, in each case plus an applicable margin. Such applicable margin shall be 3.25% per annum in the case of any LIBOR loan and 2.25% per annum in the case of any base rate loan, subject to three 0.25% step-downs based on the Company’s total leverage ratio. Additionally, the Company is required to pay a commitment fee in respect of any unused commitments under the CEI Revolving Credit Facility in the amount of 0.50% of principal amount of the commitments of all lenders, subject to a step-down to 0.375% based upon the Company’s total leverage ratio. The Company is also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125% of the daily stated amount of such letter of credit. As of March 31, 2022, the Company had $922 million of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $25 million in outstanding letters of credit, $48 million committed for regulatory purposes and the reserves described above. CRC Senior Secured Notes due 2025 On July 6, 2020, the Company issued $1.0 billion in aggregate principal amount of 5.75% Senior Secured Notes due 2025 pursuant to an indenture, dated July 6, 2020 (the “CRC Senior Secured Notes”), by and among the Escrow Issuer, U.S. Bank National Association, as trustee and Credit Suisse AG, Cayman Islands Branch, as collateral agent. In connection with the consummation of the Merger, CRC assumed the rights and obligations under the CRC Senior Secured Notes and the indenture governing such notes. The CRC Senior Secured Notes will mature on July 1, 2025 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year. CEI Senior Secured Notes due 2025 On July 6, 2020, the Escrow Issuer issued $3.4 billion in aggregate principal amount of 6.25% Senior Secured Notes due 2025 pursuant to an indenture dated July 6, 2020 (the “CEI Senior Secured Notes”), by and among the Escrow Issuer, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent. The Company assumed the rights and obligations under the CEI Senior Secured Notes and the indenture governing such notes on July 20, 2020. The CEI Senior Secured Notes will mature on July 1, 2025 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year. Convention Center Mortgage Loan On September 18, 2020, the Company entered into a loan agreement with VICI to borrow a 5-year, $400 million Forum Convention Center mortgage loan (the “Mortgage Loan”). The Mortgage Loan bears interest at a rate of, initially, 7.7% per annum, which escalates annually to a maximum interest rate of 8.3% per annum. Beginning October 1, 2021, the Mortgage Loan is subject to an interest rate of 7.854% for the next twelve months. CEI Senior Notes due 2027 On July 6, 2020, the Escrow Issuer issued $1.8 billion in aggregate principal amount of 8.125% Senior Notes due 2027 pursuant to an indenture, dated July 6, 2020 (the “CEI Senior Notes”), by and between the Escrow Issuer and U.S. Bank National Association, as trustee. The Company assumed the rights and obligations under the CEI Senior Notes and the indenture governing such notes on July 20, 2020. The CEI Senior Notes will mature on July 1, 2027 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year. Senior Notes due 2029 On September 24, 2021, the Company issued $1.2 billion in aggregate principal amount of 4.625% Senior Notes due 2029 (the “Senior Notes”) pursuant to an indenture dated as of September 24, 2021 between the Company and U.S. Bank National Association, as Trustee. The Senior Notes will mature on October 15, 2029 with interest payable on April 15 and October 15 of each year, commencing April 15, 2022. Debt Covenant Compliance The CRC Credit Agreement, the CEI Revolving Credit Facility, the Baltimore Term Loan and the indentures governing the CEI Senior Secured Notes, the CEI Senior Notes, the CRC Senior Secured Notes and the Senior Notes contain covenants which are standard and customary for these types of agreements. These include negative covenants, which, subject to certain exceptions and baskets, limit the Company’s and its subsidiaries’ ability to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions. The CRC Revolving Credit Facility and the CEI Revolving Credit Facility include a maximum first-priority net senior secured leverage ratio financial covenant of 6.35:1, which is applicable solely to the extent that certain testing conditions are satisfied. The Baltimore Revolving Credit Facility includes a senior secured leverage ratio financial covenant of 5.0:1. Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding under the relevant debt document. As of March 31, 2022, the Company was in compliance with all of the applicable financial covenants described above. Guarantees The CEI Revolving Credit Facility and the CEI Senior Secured Notes are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of CEI (subject to certain exceptions) and are secured by substantially all of the existing and future property and assets of CEI and its subsidiary guarantors (subject to certain exceptions). The CEI Senior Notes and the Senior Notes are guaranteed on a senior unsecured basis by such subsidiaries. The CRC Credit Agreement and the CRC Senior Secured Notes are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of CRC (subject to certain exceptions) and are secured by substantially all of the existing and future property and assets of CRC and its subsidiary guarantors (subject to certain exceptions). The CRC Credit Agreement and the CRC Senior Secured Notes are also guaranteed on a senior unsecured basis by CEI. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company’s Statements of Operations presents net revenue disaggregated by type or nature of the good or service. A summary of net revenues disaggregated by type of revenue and reportable segment is presented below. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources following the William Hill Acquisition. Refer to Note 15 for additional information on the Company’s reportable segments. Three Months Ended March 31, 2022 (In millions) Las Vegas Regional Caesars Digital * Managed and Branded Corporate and Other Total Casino and pari-mutuel commissions $ 291 $ 1,070 $ (69) $ — $ — $ 1,292 Food and beverage 220 119 — — — 339 Hotel 266 117 — — — 383 Other 137 57 16 66 2 278 Net revenues $ 914 $ 1,363 $ (53) $ 66 $ 2 $ 2,292 ____________________ * See discussion of negative revenues in Note 1. Three Months Ended March 31, 2021 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total Casino and pari-mutuel commissions $ 226 $ 967 $ 34 $ — $ — $ 1,227 Food and beverage 84 84 — 1 — 169 Hotel 115 100 — — — 215 Other 72 40 5 60 4 181 Net revenues $ 497 $ 1,191 $ 39 $ 61 $ 4 $ 1,792 Accounts Receivable, Net (In millions) March 31, 2022 December 31, 2021 Casino and pari-mutuel commissions $ 141 $ 168 Food and beverage and hotel 110 100 Other 199 204 Accounts receivable, net $ 450 $ 472 Contract and Contract Related Liabilities The Company records contract or contract-related liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer, (2) Caesars Rewards player loyalty program obligations, which represent the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on on-property spending, including gaming, hotel, dining, retail shopping, and player loyalty program incentives earned, and (3) customer deposits and other deferred revenue, which primarily represents funds deposited by customers related to gaming play and advance payments received for goods and services yet to be provided (such as advance ticket sales, deposits on rooms and convention space, unpaid wagers, iGaming deposits, or future sports bets). These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within accrued other liabilities on the Company’s Balance Sheets. The following table summarizes the activity related to contract and contract-related liabilities: Outstanding Chip Liability Caesars Rewards Customer Deposits and Other (In millions) 2022 2021 2022 2021 2022 2021 Balance at January 1 $ 48 $ 34 $ 91 $ 94 $ 560 $ 310 Balance at March 31 37 29 96 93 625 325 Increase / (decrease) $ (11) $ (5) $ 5 $ (1) $ 65 $ 15 The March 31, 2022 balances exclude liabilities related to assets held for sale recorded in 2022 and 2021. See Note 3. The significant change in customer deposits and other deferred revenue during the period ended March 31, 2022 was primarily due to expansion of the Caesars Digital segment from the legalization of retail and online sports betting in new states. Lease Revenue Lodging Arrangements Lodging arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of the fees charged for lodging. The nonlease components primarily consist of resort fees and other miscellaneous items. As the timing and pattern of transfer of both the lease and nonlease components are over the course of the lease term, we have elected to combine the revenue generated from lease and nonlease components into a single lease component based on the predominant component in the arrangement. During the three months ended March 31, 2022 and 2021, we recognized approximately $383 million and $215 million, respectively, which is included in Hotel revenues in the Statements of Operations. Conventions Convention arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of fees charged for the use of meeting space. The nonlease components primarily consist of food and beverage and audio/visual services. Revenue from conventions is included in Other revenue in the Statements of Operations, and during the three months ended March 31, 2022 lease revenue related to conventions was approximately $6 million. Lease revenue related to conventions for the three months ended March 31, 2021 was not material. Real Estate Operating Leases Real estate lease revenue is included in Other revenue in the Statements of Operations. During the three months ended March 31, 2022 and 2021, we recognized approximately $36 million and $21 million, respectively, of real estate lease revenue. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net loss per share computations for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, (In millions, except per share data) 2022 2021 Net loss from continuing operations attributable to Caesars, net of income taxes $ (451) $ (419) Discontinued operations, net of income taxes (229) (4) Net loss attributable to Caesars $ (680) $ (423) Shares outstanding: Weighted average shares outstanding – basic 214 208 Weighted average shares outstanding – diluted 214 208 Basic loss per share from continuing operations $ (2.11) $ (2.01) Basic loss per share from discontinued operations (1.07) (0.02) Net loss per common share attributable to common stockholders – basic: $ (3.18) $ (2.03) Diluted loss per share from continuing operations $ (2.11) $ (2.01) Diluted loss per share from discontinued operations (1.07) (0.02) Net loss per common share attributable to common stockholders – diluted: $ (3.18) $ (2.03) For a period in which the Company generated a net loss, the weighted average shares outstanding - basic was used in calculating diluted loss per share because using diluted shares would have been anti-dilutive to loss per share. Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS Three Months Ended March 31, (In millions) 2022 2021 Stock-based compensation awards 3 4 5% Convertible Notes — 4 Total anti-dilutive common stock 3 8 |
Stock-Based Compensation and St
Stock-Based Compensation and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation and Stockholders’ Equity | Stock-Based Compensation and Stockholders’ Equity Stock-Based Awards The Company maintains long-term incentive plans which allow for granting stock-based compensation awards for directors, employees, officers, and consultants or advisers who render services to the Company or its subsidiaries, based on Company Common Stock, including performance-based and incentive stock options, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), market-based performance stock units (“MSUs”), stock appreciation rights, and other stock-based awards or dividend equivalents. Forfeitures are recognized in the period in which they occur. Total stock-based compensation expense in the accompanying Statements of Operations totaled $25 million and $23 million during the three months ended March 31, 2022 and 2021, respectively. These amounts are included in Corporate expense in the Company’s Statements of Operations. 2015 Equity Incentive Plan (“2015 Plan”) During the three months ended March 31, 2022, as part of the annual incentive program, the Company granted 706 thousand RSUs to employees of the Company with an aggregate fair value of $52 million and a ratable vesting period of one During the three months ended March 31, 2022, the Company also granted 81 thousand PSUs that are scheduled to vest over a period of one In addition, during the three months ended March 31, 2022, the Company granted 428 thousand MSUs that are scheduled to cliff vest over a period of one During the three months ended March 31, 2022, there were no grants of stock options and 14 thousand stock options were exercised. In addition, during the three months ended March 31, 2022, 556 thousand, 162 thousand and 22 thousand of RSUs, PSUs and MSUs, respectively, vested under the 2015 plan. Outstanding at End of Period March 31, 2022 December 31, 2021 Quantity Wtd-Avg (a) Quantity Wtd-Avg (a) Stock options 30,280 $ 17.81 43,905 $ 20.69 Restricted stock units 2,238,306 67.69 2,090,607 61.47 Performance stock units 335,872 73.33 417,069 62.20 Market-based stock units 788,085 81.44 381,923 77.09 ____________________ (a) Represents the weighted-average exercise price for stock options, weighted-average grant date fair value for RSUs, weighted-average grant date fair value for PSUs where the grant date has been achieved, the price of CEI common stock as of the balance sheet date for PSUs where a grant date has not been achieved, and the fair value of the MSUs determined using the Monte-Carlo simulation model. Share Repurchase Program In November 2018, the Company’s Board of Directors authorized a $150 million common stock repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that the Company is required to repurchase under the Share Repurchase Program. As of March 31, 2022, the Company has acquired 223,823 shares of common stock under the Share Repurchase Program at an aggregate value of $9 million and an average of $40.80 per share. No shares were repurchased during the three months ended March 31, 2022 and 2021. Changes to the Authorized Shares |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income Tax Allocation Three Months Ended March 31, (In millions) 2022 2021 Loss from continuing operations before income taxes $ (558) $ (496) Benefit for income taxes 107 76 Effective tax rate 19.2 % 15.3 % We classify accruals for uncertain tax positions within Other long-term liabilities on the Balance Sheets separate from any related income tax payable or Deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. We have provided a valuation allowance on certain federal, state and foreign deferred tax assets that were not deemed realizable based upon estimates of future taxable income. As a result of the William Hill Acquisition, the Company assumed $381 million of additional net deferred tax liabilities net of necessary valuation allowances, plus $34 million in additional accruals for uncertain tax positions. $132 million of the additional deferred tax liabilities and $34 million of the accruals for uncertain tax positions relating to the William Hill Acquisition are presented in Liabilities related to assets held for sale. The income tax benefit for the three months ended March 31, 2022 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to nondeductible expenses and state income taxes. The income tax benefit for the three months ended March 31, 2021 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to nondeductible expenses related to the convertible notes liability. |
Related Affiliates
Related Affiliates | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Affiliates | Related Affiliates REI As of March 31, 2022, Recreational Enterprises, Inc. (“REI”) owned approximately 4.0% of outstanding common stock of the Company. The directors of REI are the Company’s Executive Chairman of the Board, Gary L. Carano, its Chief Executive Officer and Board member, Thomas R. Reeg, and its former Senior Vice President of Regional Operations, Gene Carano. In addition, Gary L. Carano also serves as the Vice President of REI and Gene Carano also serves as the Secretary and Treasurer of REI. Members of the Carano family, including Gary L. Carano and Gene Carano, own the equity interests in REI. During the three months ended March 31, 2022 and 2021, there were no related party transactions between the Company and the Carano family other than compensation, including salary and equity incentives, and the CSY Lease listed below. C. S. & Y. Associates The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from C. S. & Y. Associates (“CSY”) which is an entity partially owned by REI (the “CSY Lease”). The CSY Lease expires on June 30, 2057. Annual rent pursuant to the CSY Lease is currently $0.6 million, paid quarterly. Annual rent is subject to periodic rent escalations through the term of the lease. As of March 31, 2022 and December 31, 2021, there were no amounts due to or from CSY. Transactions with Horseshoe Baltimore The Company held an interest in Horseshoe Baltimore of approximately 44.3%, which was accounted for as an equity method investment, prior to our acquisition of an additional interest and subsequent consolidation on August 26, 2021. Related party transactions include items such as casino management fees, reimbursement of various costs incurred on behalf of Horseshoe Baltimore, and the allocation of other general corporate expenses. Following our consolidation of Horseshoe Baltimore, these transactions are eliminated. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationThe executive decision maker of the Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of the Company’s casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. Prior to the William Hill Acquisition, our principal operating activities occurred in three regionally-focused reportable segments: Las Vegas, Regional, and Managed, International, CIE, in addition to Corporate and Other. Following the William Hill Acquisition, the Company’s principal operating activities occur in four reportable segments. The reportable segments are based on the similar characteristics of the operating segments with the way management assesses these results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactions between these reportable segments within Caesars: (1) Las Vegas, (2) Regional, (3) Caesars Digital, and (4) Managed and Branded, in addition to Corporate and Other. See table below for a summary of these segments. Also, see Note 3 and Note 6 for a discussion of any impairment of intangibles or long-lived assets related to certain segments. The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of March 31, 2022: Las Vegas Regional Managed and Branded Bally’s Las Vegas Caesars Atlantic City Horseshoe Bossier City Managed Caesars Palace Las Vegas Circus Circus Reno Horseshoe Council Bluffs Harrah’s Ak-Chin The Cromwell Eldorado Gaming Scioto Downs Horseshoe Hammond Harrah’s Cherokee Flamingo Las Vegas Eldorado Resort Casino Reno Horseshoe Indianapolis Harrah’s Cherokee Valley River Harrah’s Las Vegas Grand Victoria Casino Horseshoe Tunica Harrah’s Resort Southern California The LINQ Hotel & Casino Harrah’s Atlantic City Isle Casino Bettendorf Caesars Windsor Paris Las Vegas Harrah’s Council Bluffs Isle of Capri Casino Boonville Caesars Dubai Planet Hollywood Resort & Casino Harrah’s Gulf Coast Isle of Capri Casino Hotel Lake Charles (b) Branded Rio All-Suite Hotel & Casino Harrah’s Joliet Isle of Capri Casino Lula Caesars Southern Indiana (c) Harrah’s Lake Tahoe Isle Casino Hotel - Blackhawk Harrah’s Northern California Caesars Digital Harrah’s Laughlin Isle Casino Racing Pompano Park Caesars Digital Harrah’s Metropolis Isle Casino Waterloo Harrah’s New Orleans Lady Luck Casino - Black Hawk Harrah’s North Kansas City Lumière Place Casino Harrah’s Philadelphia Silver Legacy Resort Casino Harveys Lake Tahoe Trop Casino Greenville Harrah’s Hoosier Park Racing & Casino Tropicana Atlantic City Horseshoe Baltimore (a) Tropicana Laughlin Hotel & Casino ___________________ (a) On August 26, 2021, the Company increased its ownership interest in Horseshoe Baltimore to 75.8% and began to consolidate the property in our Regional segment following the change in ownership. Management fees prior to the consolidation of Horseshoe Baltimore have been reflected in the Managed and Branded segment. (b) Lake Charles has been temporarily closed since the end of August 2020 due to damage from Hurricane Laura and will remain closed until the fourth quarter of 2022 when construction of a new land-based casino is expected to be complete. (c) The sale of Caesars Southern Indiana closed on September 3, 2021 and the Company entered into a license agreement with the Eastern Band of Cherokee Indians for the continued use of the Caesars brand and the Caesars Rewards loyalty program at Caesars Southern Indiana. Caesars Southern Indiana was previously reported within the Regional segment and subsequent to the sale, as a result of the license agreement relating to the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana, is reported within the Managed and Branded segment. The properties listed above exclude the discontinued operations, including previous international properties which have been sold, or we have entered into agreements to sell. The sale of Caesars UK Group closed on July 16, 2021, in which the buyer assumed all liabilities associated with the Caesars UK Group. Additionally, on September 8, 2021, the Company entered into an agreement to sell William Hill International, which is expected to close in the second quarter of 2022. Certain of our properties operate off-track betting locations, including Hoosier Park, which operates Winner’s Circle Indianapolis and Winner’s Circle New Haven, and Horseshoe Indianapolis (formerly “Indiana Grand”), which operates Winner’s Circle Clarksville. The LINQ Promenade is an open-air dining, entertainment, and retail promenade located on the east side of the Las Vegas Strip next to The LINQ Hotel & Casino (the “LINQ”) that features the High Roller, a 550-foot observation wheel, and the Fly LINQ Zipline attraction. We also own the CAESARS FORUM conference center, which is a 550,000 square feet conference center with 300,000 square feet of flexible meeting space, two of the largest pillarless ballrooms in the world and direct access to the LINQ. “Corporate and Other” includes certain unallocated corporate overhead costs and other adjustments, including eliminations of transactions among segments, to reconcile to the Company’s consolidated results. The following table sets forth, for the periods indicated, certain operating data for the Company’s four reportable segments. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources for the current year. Three Months Ended March 31, (In millions) 2022 2021 Las Vegas: Net revenues $ 914 $ 497 Adjusted EBITDA 400 162 Regional: Net revenues 1,363 1,191 Adjusted EBITDA 459 393 Caesars Digital: Net revenues (53) 39 Adjusted EBITDA (554) (2) Managed and Branded: Net revenues 66 61 Adjusted EBITDA 20 21 Corporate and Other: Net revenues 2 4 Adjusted EBITDA (29) (39) Reconciliation of Adjusted EBITDA - By Segment to Net Income (Loss) Attributable to Caesars Adjusted EBITDA is presented as a measure of the Company’s performance. Adjusted EBITDA is defined as revenues less operating expenses and is comprised of net income (loss) before (i) interest income and interest expense, net of interest capitalized, (ii) income tax (benefit) provision, (iii) depreciation and amortization, and (iv) certain items that we do not consider indicative of our ongoing operating performance at an operating property level. In evaluating Adjusted EBITDA you should be aware that, in the future, we may incur expenses that are the same or similar to some of the adjustments in this presentation. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpected items. Adjusted EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies within the industry. Adjusted EBITDA is included because management uses Adjusted EBITDA to measure performance and allocate resources, and believes that Adjusted EBITDA provides investors with additional information consistent with that used by management. Three Months Ended March 31, (In millions) 2022 2021 Adjusted EBITDA by Segment: Las Vegas $ 400 $ 162 Regional 459 393 Caesars Digital (554) (2) Managed and Branded 20 21 Corporate and Other (29) (39) 296 535 Reconciliation to net loss attributable to Caesars: Net loss attributable to noncontrolling interests — 1 Net loss from discontinued operations (229) (4) Benefit for income taxes 107 76 Other income (loss) (a) 4 (133) Interest expense, net (552) (579) Depreciation and amortization (300) (265) Transaction and other operating costs, net (b) 35 (20) Stock-based compensation expense (25) (23) Other items (c) (16) (11) Net loss attributable to Caesars $ (680) $ (423) ____________________ (a) Other income for the three months ended March 31, 2022 primarily represents the net change in fair value of investments held by the Company, foreign exchange forward contracts, and the changes in the disputed claims liability related to Former Caesars’ bankruptcy. Other loss for the three months ended March 31, 2021 primarily represents a loss on the change in fair value of the derivative liability related to the 5% Convertible Notes offset by gains on foreign currency exchange and investments held by the Company. (b) Transaction and other operating costs, net for the three months ended March 31, 2022 primarily represents a gain resulting from insurance proceeds received in excess of the respective carrying value of the assets at Lake Charles. Transaction and other operating costs, net for the three months ended March 31, 2021 primarily represents costs related to the William Hill Acquisition and the Merger, various contract or license termination exit costs, professional services, other acquisition costs and severance costs. (c) Other items primarily represent certain consulting and legal fees, rent for non-operating assets, relocation expenses, retention bonuses and business optimization expenses. Total Assets - By Segment (In millions) March 31, 2022 December 31, 2021 Las Vegas $ 22,550 $ 22,374 Regional 14,592 14,419 Caesars Digital 1,458 1,878 Managed and Branded 3,088 3,527 Corporate and Other (a) (4,615) (4,167) Total $ 37,073 $ 38,031 ____________________ (a) Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassifications | Reclassifications Certain reclassifications of prior year presentations have been made to conform to the current period presentation. In June 2021, the Indiana Gaming Commission amended its order that previously required the Company to sell a third casino asset in the state. As a result, Horseshoe Hammond no longer met the held for sale criteria and the amounts previously presented in discontinued operations have been reclassified into continuing operations for all relevant periods presented. |
Basis of Presentation | Basis of Presentation The accompanying unaudited Financial Statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited Financial Statements contain all adjustments, all of which are normal and recurring, considered necessary for a fair presentation. The results of operations for these interim periods are not necessarily indicative of the operating results for other quarters, for the full year or any future period. The presentation of financial information herein for the periods after the Company’s acquisition of William Hill on April 22, 2021 and the acquisition of an additional interest in Horseshoe Baltimore on August 26, 2021 is not fully comparable to the periods prior to the respective acquisitions. In addition, the presentation of financial information herein for the periods after the Company’s sales of various properties is not fully comparable to the periods prior to their respective sale dates. See Note 2 for further discussion of the acquisitions and related transactions and Note 3 for properties recently sold or currently held for sale. Consolidation of Subsidiaries and Variable Interest Entities Our Financial Statements include the accounts of Caesars Entertainment, Inc. and its subsidiaries after elimination of all intercompany accounts and transactions. We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities (“VIEs”) for which we or one of our consolidated subsidiaries is the primary beneficiary. Control generally equates to ownership percentage, whereby (i) affiliates that are more than 50% owned are consolidated; (ii) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where we have determined that we have significant influence over the entities; and (iii) investments in affiliates of 20% or less are generally accounted for as investments in equity securities. We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the results of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE. If we determine an investment qualifies, no longer qualifies, as a VIE, there may be a material effect to our Financial Statements. |
Developments Related to COVID-19 | Developments Related to COVID-19In January 2020, an outbreak of a new strain of coronavirus (“COVID-19”) was identified and spread throughout much of the world, including the U.S. All of the Company’s casino properties were temporarily closed for the period from mid-March 2020 through mid-May 2020 due to orders issued by various government agencies and tribal bodies as part of certain precautionary measures intended to help slow the spread of COVID-19. The Company has resumed operations at all of its properties with the exception of Lake Charles which was severely damaged by Hurricane Laura. See Note 8. Although the resurgence of the Omicron variant of COVID-19 continued to impact the beginning of the quarter, most of our properties experienced positive trends during the three months ended March 31, 2022 including higher hotel occupancy, particularly in Las Vegas, and increased gaming and food and beverage volume as mandates and restrictions on maximum capacities and amenities available were eased. Future variants, mandates or restrictions imposed by various regulatory bodies are uncertain and could, once again, have a significant impact on our future operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Pronouncements Implemented in 2022 Effective January 1, 2022, we adopted Accounting Standards Updates (“ASU”) 2020-04 (amended through January 2021), Reference Rate Reform. We will apply this guidance to applicable contracts and instruments if, and when, they are modified. Such application is not expected to have a material effect on our Financial Statements. |
Acquisitions and Purchase Pri_2
Acquisitions and Purchase Price Accounting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | As mentioned above, the total purchase consideration for William Hill was approximately $3.9 billion . The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value. (In millions) Consideration Cash for outstanding William Hill common stock (a) $ 3,909 Fair value of William Hill equity awards 30 Settlement of preexisting relationships (net of receivable/payable) 7 Settlement of preexisting relationships (net of previously held equity investment and off-market settlement) (34) Total purchase consideration $ 3,912 ____________________ (a) William Hill common stock of approximately 1.0 billion shares as of the acquisition date was paid at £2.72 per share, or approximately $3.77 per share using the GBP to USD exchange rate on the acquisition date. (In millions) Consideration Cash for additional ownership interest $ 55 Preexisting relationships (net of receivable/payable) 18 Preexisting relationships (previously held equity investment) 81 Total purchase consideration $ 154 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of William Hill, with the excess recorded as goodwill as of March 31, 2022: (In millions) Fair Value Other current assets $ 164 Assets held for sale 4,337 Property and equipment, net 55 Goodwill 1,154 Intangible assets (a) 565 Other noncurrent assets 317 Total assets $ 6,592 Other current liabilities $ 242 Liabilities related to assets held for sale (b) 2,142 Deferred income taxes 251 Other noncurrent liabilities 35 Total liabilities 2,670 Noncontrolling interests 10 Net assets acquired $ 3,912 ____________________ (a) Intangible assets consist of gaming rights valued at $80 million, trademarks valued at $27 million , developed technology valued at $110 million , reacquired rights valued a t $280 million and user relationships valued at $68 million. (b) Includes the fair value of debt of $1.1 billion related to William Hill International at the acquisition date. (In millions) Fair Value Current assets $ 60 Property and equipment, net 317 Goodwill 63 Intangible assets (a) 53 Other noncurrent assets 183 Total assets $ 676 Current liabilities $ 26 Long-term debt 272 Other long-term liabilities 182 Total liabilities 480 Noncontrolling interests 42 Net assets acquired $ 154 ____________________ (a) Intangible assets consist of gaming rights valued at $43 million and customer relationships valued at $10 million. |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Held for Sale, Accounted Carrying Value Lower than Fair Value and Information of Net Operating Revenues and Net Income (Loss) | The assets and liabilities held for sale within continuing operations, accounted for at carrying value unless fair value is lower, were as follows as of March 31, 2022 and December 31, 2021: Baton Rouge (In millions) March 31, 2022 December 31, 2021 Assets: Cash $ 2 $ 3 Property and equipment, net 2 2 Other assets, net 1 1 Assets held for sale $ 5 $ 6 Liabilities: Current liabilities $ 2 $ 3 Other long-term liabilities 1 1 Liabilities related to assets held for sale $ 3 $ 4 The following information presents the net revenues and net loss of our held for sale property, with operations included in continuing operations, that has not been sold: Baton Rouge Three Months Ended March 31, (In millions) 2022 2021 Net revenues $ 4 $ 4 Net loss — (1) The following information presents the net revenues and net income of previously held for sale properties, which were recently sold: Three Months Ended March 31, 2021 (In millions) MontBleu Evansville Net revenues $ 11 $ 31 Net income 4 13 Three Months Ended March 31, 2022 (In millions) William Hill International Net revenues $ 419 Net loss (303) Three Months Ended March 31, 2021 (In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana Net revenues $ 13 $ 10 $ 49 Net income (loss) 4 (7) — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | (In millions) March 31, 2022 December 31, 2021 Land $ 2,093 $ 2,125 Buildings, riverboats, and leasehold and land improvements 12,589 12,433 Furniture, fixtures, and equipment 1,715 1,650 Construction in progress 479 395 Total property and equipment 16,876 16,603 Less: accumulated depreciation (2,239) (2,002) Total property and equipment, net $ 14,637 $ 14,601 Depreciation Expense Three Months Ended March 31, (In millions) 2022 2021 Depreciation expense $ 243 $ 245 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Intangible Assets, Net | Changes in Carrying Value of Goodwill and Other Intangible Assets Non-Amortizing Intangible Assets (In millions) Amortizing Intangible Assets Goodwill Other December 31, 2021 $ 1,209 $ 11,076 $ 3,711 Amortization (57) — — Other (a) — 6 — March 31, 2022 $ 1,152 $ 11,082 $ 3,711 ____________________ (a) Purchase price adjustment related to William Hill Acquisition. See Note 2 for additional information. |
Schedule of Finite-Lived Intangible Assets | Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill March 31, 2022 December 31, 2021 (Dollars in millions) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Customer relationships 3 - 7 years $ 587 $ (210) $ 377 $ 587 $ (187) $ 400 Gaming rights and other 20 - 34 years 174 (8) 166 174 (7) 167 Trademarks 15 years 322 (46) 276 322 (21) 301 Reacquired rights 24 years 250 (10) 240 250 (7) 243 Technology 6 years 110 (17) 93 110 (12) 98 $ 1,443 $ (291) 1,152 $ 1,443 $ (234) 1,209 Non-amortizing intangible assets Trademarks 1,998 1,998 Gaming rights 1,190 1,190 Caesars Rewards 523 523 3,711 3,711 Total amortizing and non-amortizing intangible assets, net $ 4,863 $ 4,920 |
Schedule of Indefinite-Lived Intangible Assets | Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill March 31, 2022 December 31, 2021 (Dollars in millions) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Customer relationships 3 - 7 years $ 587 $ (210) $ 377 $ 587 $ (187) $ 400 Gaming rights and other 20 - 34 years 174 (8) 166 174 (7) 167 Trademarks 15 years 322 (46) 276 322 (21) 301 Reacquired rights 24 years 250 (10) 240 250 (7) 243 Technology 6 years 110 (17) 93 110 (12) 98 $ 1,443 $ (291) 1,152 $ 1,443 $ (234) 1,209 Non-amortizing intangible assets Trademarks 1,998 1,998 Gaming rights 1,190 1,190 Caesars Rewards 523 523 3,711 3,711 Total amortizing and non-amortizing intangible assets, net $ 4,863 $ 4,920 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated Five-Year Amortization Remaining 2022 Years Ended December 31, (In millions) 2023 2024 2025 2026 2027 Estimated annual amortization expense $ 129 $ 138 $ 123 $ 116 $ 116 $ 73 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the Balance Sheets at March 31, 2022 and December 31, 2021: March 31, 2022 (In millions) Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 9 $ 8 $ — $ 17 Derivative instruments - FX forward — 12 — 12 Total assets at fair value $ 9 $ 20 $ — $ 29 Liabilities: Derivative instruments - interest rate swaps $ — $ 11 $ — $ 11 Total liabilities at fair value $ — $ 11 $ — $ 11 December 31, 2021 (In millions) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 1 $ 1 $ — $ 2 Marketable securities 69 9 — 78 Derivative instruments - FX forward — 1 — 1 Total assets at fair value $ 70 $ 11 $ — $ 81 Liabilities: Derivative instruments - interest rate swaps $ — $ 28 $ — $ 28 Derivative instruments - FX forward — 16 — 16 Total liabilities at fair value $ — $ 44 $ — $ 44 |
Schedule of Derivative Instruments | The major terms of the interest rate swap agreements as of March 31, 2022 are as follows: Effective Date Notional Amount (In millions) Fixed Rate Paid Variable Rate Received as of Maturity Date 1/1/2019 250 2.274% 0.2086% 12/31/2022 1/1/2019 200 2.828% 0.2086% 12/31/2022 1/1/2019 200 2.828% 0.2086% 12/31/2022 1/1/2019 600 2.739% 0.2086% 12/31/2022 |
Schedule of Changes in AOCI by Component | The changes in AOCI by component, net of tax, for the periods through March 31, 2022 and 2021 are shown below. (In millions) Unrealized Net Gains on Derivative Instruments Foreign Currency Translation Adjustments Other Total Balances as of December 31, 2020 $ 26 $ 8 $ — $ 34 Other comprehensive loss before reclassifications (2) — (1) (3) Amounts reclassified from accumulated other comprehensive income 14 — — 14 Total other comprehensive income (loss), net of tax 12 — (1) 11 Balances as of March 31, 2021 $ 38 $ 8 $ (1) $ 45 Balances as of December 31, 2021 $ 73 $ (36) $ (1) $ 36 Other comprehensive income (loss) before reclassifications 5 (33) — (28) Amounts reclassified from accumulated other comprehensive income 8 — — 8 Total other comprehensive income (loss), net of tax 13 (33) — (20) Balances as of March 31, 2022 $ 86 $ (69) $ (1) $ 16 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | March 31, 2022 December 31, 2021 (Dollars in millions) Final Maturity Rates Face Value Book Value Book Value Secured Debt Baltimore Revolving Credit Facility 2022 variable $ — $ — $ — CRC Revolving Credit Facility 2022 variable — — — Baltimore Term Loan 2024 variable 282 275 275 CRC Term Loan 2024 variable 4,500 4,203 4,190 CEI Revolving Credit Facility 2025 variable — — — CRC Incremental Term Loan 2025 variable 1,773 1,705 1,705 CRC Senior Secured Notes 2025 5.75% 1,000 985 985 CEI Senior Secured Notes 2025 6.25% 3,400 3,349 3,346 Convention Center Mortgage Loan 2025 7.85% 400 399 399 Unsecured Debt CEI Senior Notes 2027 8.125% 1,700 1,674 1,673 Senior Notes 2029 4.625% 1,200 1,184 1,183 Special Improvement District Bonds 2037 4.30% 49 49 49 Long-term notes and other payables 2 2 2 Total debt 14,306 13,825 13,807 Current portion of long-term debt (70) (70) (70) Deferred finance charges associated with the CEI Revolving Credit Facility — (14) (15) Long-term debt $ 14,236 $ 13,741 $ 13,722 Unamortized premiums, discounts and deferred finance charges $ 495 $ 531 Fair value $ 14,472 |
Schedule of Maturities of Long-term Debt | Annual Estimated Debt Service Requirements as of March 31, 2022 Remaining Years Ended December 31, (In millions) 2022 2023 2024 2025 2026 Thereafter Total Annual maturities of long-term debt $ 53 $ 70 $ 4,714 $ 6,526 $ 3 $ 2,940 $ 14,306 Estimated interest payments 540 880 860 550 200 320 3,350 Total debt service obligation (a) $ 593 $ 950 $ 5,574 $ 7,076 $ 203 $ 3,260 $ 17,656 ____________________ (a) Debt principal payments are estimated amounts based on contractual maturity and repayment dates. Interest payments are estimated based on the forward-looking LIBOR curve, where applicable, and include the estimated impact of the four interest rate swap agreements related to our CRC Credit Facility (see Note 7). Actual payments may differ from these estimates. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Net Revenues Disaggregated Type of Revenue and Reportable Segment | The Company’s Statements of Operations presents net revenue disaggregated by type or nature of the good or service. A summary of net revenues disaggregated by type of revenue and reportable segment is presented below. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources following the William Hill Acquisition. Refer to Note 15 for additional information on the Company’s reportable segments. Three Months Ended March 31, 2022 (In millions) Las Vegas Regional Caesars Digital * Managed and Branded Corporate and Other Total Casino and pari-mutuel commissions $ 291 $ 1,070 $ (69) $ — $ — $ 1,292 Food and beverage 220 119 — — — 339 Hotel 266 117 — — — 383 Other 137 57 16 66 2 278 Net revenues $ 914 $ 1,363 $ (53) $ 66 $ 2 $ 2,292 ____________________ * See discussion of negative revenues in Note 1. Three Months Ended March 31, 2021 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total Casino and pari-mutuel commissions $ 226 $ 967 $ 34 $ — $ — $ 1,227 Food and beverage 84 84 — 1 — 169 Hotel 115 100 — — — 215 Other 72 40 5 60 4 181 Net revenues $ 497 $ 1,191 $ 39 $ 61 $ 4 $ 1,792 Accounts Receivable, Net (In millions) March 31, 2022 December 31, 2021 Casino and pari-mutuel commissions $ 141 $ 168 Food and beverage and hotel 110 100 Other 199 204 Accounts receivable, net $ 450 $ 472 |
Summary of Activity Related to Contract and Contract Related Liabilities | The following table summarizes the activity related to contract and contract-related liabilities: Outstanding Chip Liability Caesars Rewards Customer Deposits and Other (In millions) 2022 2021 2022 2021 2022 2021 Balance at January 1 $ 48 $ 34 $ 91 $ 94 $ 560 $ 310 Balance at March 31 37 29 96 93 625 325 Increase / (decrease) $ (11) $ (5) $ 5 $ (1) $ 65 $ 15 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of the Numerators and Denominators of the Basic and Diluted Net Loss Per Share Computations | The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net loss per share computations for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, (In millions, except per share data) 2022 2021 Net loss from continuing operations attributable to Caesars, net of income taxes $ (451) $ (419) Discontinued operations, net of income taxes (229) (4) Net loss attributable to Caesars $ (680) $ (423) Shares outstanding: Weighted average shares outstanding – basic 214 208 Weighted average shares outstanding – diluted 214 208 Basic loss per share from continuing operations $ (2.11) $ (2.01) Basic loss per share from discontinued operations (1.07) (0.02) Net loss per common share attributable to common stockholders – basic: $ (3.18) $ (2.03) Diluted loss per share from continuing operations $ (2.11) $ (2.01) Diluted loss per share from discontinued operations (1.07) (0.02) Net loss per common share attributable to common stockholders – diluted: $ (3.18) $ (2.03) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS Three Months Ended March 31, (In millions) 2022 2021 Stock-based compensation awards 3 4 5% Convertible Notes — 4 Total anti-dilutive common stock 3 8 |
Stock-Based Compensation and _2
Stock-Based Compensation and Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Activity | March 31, 2022 December 31, 2021 Quantity Wtd-Avg (a) Quantity Wtd-Avg (a) Stock options 30,280 $ 17.81 43,905 $ 20.69 Restricted stock units 2,238,306 67.69 2,090,607 61.47 Performance stock units 335,872 73.33 417,069 62.20 Market-based stock units 788,085 81.44 381,923 77.09 ____________________ (a) Represents the weighted-average exercise price for stock options, weighted-average grant date fair value for RSUs, weighted-average grant date fair value for PSUs where the grant date has been achieved, the price of CEI common stock as of the balance sheet date for PSUs where a grant date has not been achieved, and the fair value of the MSUs determined using the Monte-Carlo simulation model. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Income Tax Allocation Three Months Ended March 31, (In millions) 2022 2021 Loss from continuing operations before income taxes $ (558) $ (496) Benefit for income taxes 107 76 Effective tax rate 19.2 % 15.3 % |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Operating Data for Reportable Segments | The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of March 31, 2022: Las Vegas Regional Managed and Branded Bally’s Las Vegas Caesars Atlantic City Horseshoe Bossier City Managed Caesars Palace Las Vegas Circus Circus Reno Horseshoe Council Bluffs Harrah’s Ak-Chin The Cromwell Eldorado Gaming Scioto Downs Horseshoe Hammond Harrah’s Cherokee Flamingo Las Vegas Eldorado Resort Casino Reno Horseshoe Indianapolis Harrah’s Cherokee Valley River Harrah’s Las Vegas Grand Victoria Casino Horseshoe Tunica Harrah’s Resort Southern California The LINQ Hotel & Casino Harrah’s Atlantic City Isle Casino Bettendorf Caesars Windsor Paris Las Vegas Harrah’s Council Bluffs Isle of Capri Casino Boonville Caesars Dubai Planet Hollywood Resort & Casino Harrah’s Gulf Coast Isle of Capri Casino Hotel Lake Charles (b) Branded Rio All-Suite Hotel & Casino Harrah’s Joliet Isle of Capri Casino Lula Caesars Southern Indiana (c) Harrah’s Lake Tahoe Isle Casino Hotel - Blackhawk Harrah’s Northern California Caesars Digital Harrah’s Laughlin Isle Casino Racing Pompano Park Caesars Digital Harrah’s Metropolis Isle Casino Waterloo Harrah’s New Orleans Lady Luck Casino - Black Hawk Harrah’s North Kansas City Lumière Place Casino Harrah’s Philadelphia Silver Legacy Resort Casino Harveys Lake Tahoe Trop Casino Greenville Harrah’s Hoosier Park Racing & Casino Tropicana Atlantic City Horseshoe Baltimore (a) Tropicana Laughlin Hotel & Casino ___________________ (a) On August 26, 2021, the Company increased its ownership interest in Horseshoe Baltimore to 75.8% and began to consolidate the property in our Regional segment following the change in ownership. Management fees prior to the consolidation of Horseshoe Baltimore have been reflected in the Managed and Branded segment. (b) Lake Charles has been temporarily closed since the end of August 2020 due to damage from Hurricane Laura and will remain closed until the fourth quarter of 2022 when construction of a new land-based casino is expected to be complete. (c) The sale of Caesars Southern Indiana closed on September 3, 2021 and the Company entered into a license agreement with the Eastern Band of Cherokee Indians for the continued use of the Caesars brand and the Caesars Rewards loyalty program at Caesars Southern Indiana. Caesars Southern Indiana was previously reported within the Regional segment and subsequent to the sale, as a result of the license agreement relating to the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana, is reported within the Managed and Branded segment. The following table sets forth, for the periods indicated, certain operating data for the Company’s four reportable segments. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources for the current year. Three Months Ended March 31, (In millions) 2022 2021 Las Vegas: Net revenues $ 914 $ 497 Adjusted EBITDA 400 162 Regional: Net revenues 1,363 1,191 Adjusted EBITDA 459 393 Caesars Digital: Net revenues (53) 39 Adjusted EBITDA (554) (2) Managed and Branded: Net revenues 66 61 Adjusted EBITDA 20 21 Corporate and Other: Net revenues 2 4 Adjusted EBITDA (29) (39) Three Months Ended March 31, (In millions) 2022 2021 Adjusted EBITDA by Segment: Las Vegas $ 400 $ 162 Regional 459 393 Caesars Digital (554) (2) Managed and Branded 20 21 Corporate and Other (29) (39) 296 535 Reconciliation to net loss attributable to Caesars: Net loss attributable to noncontrolling interests — 1 Net loss from discontinued operations (229) (4) Benefit for income taxes 107 76 Other income (loss) (a) 4 (133) Interest expense, net (552) (579) Depreciation and amortization (300) (265) Transaction and other operating costs, net (b) 35 (20) Stock-based compensation expense (25) (23) Other items (c) (16) (11) Net loss attributable to Caesars $ (680) $ (423) ____________________ (a) Other income for the three months ended March 31, 2022 primarily represents the net change in fair value of investments held by the Company, foreign exchange forward contracts, and the changes in the disputed claims liability related to Former Caesars’ bankruptcy. Other loss for the three months ended March 31, 2021 primarily represents a loss on the change in fair value of the derivative liability related to the 5% Convertible Notes offset by gains on foreign currency exchange and investments held by the Company. (b) Transaction and other operating costs, net for the three months ended March 31, 2022 primarily represents a gain resulting from insurance proceeds received in excess of the respective carrying value of the assets at Lake Charles. Transaction and other operating costs, net for the three months ended March 31, 2021 primarily represents costs related to the William Hill Acquisition and the Merger, various contract or license termination exit costs, professional services, other acquisition costs and severance costs. (c) Other items primarily represent certain consulting and legal fees, rent for non-operating assets, relocation expenses, retention bonuses and business optimization expenses. |
Schedule of Balance Sheet Information for Reportable Segments | Total Assets - By Segment (In millions) March 31, 2022 December 31, 2021 Las Vegas $ 22,550 $ 22,374 Regional 14,592 14,419 Caesars Digital 1,458 1,878 Managed and Branded 3,088 3,527 Corporate and Other (a) (4,615) (4,167) Total $ 37,073 $ 38,031 ____________________ (a) Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results. |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Organization (Details) £ in Billions, $ in Billions | Apr. 22, 2021USD ($) | Apr. 22, 2021GBP (£) | Mar. 31, 2022hotel_roomstategamepropertymachine |
Organization and Basis of Presentation | |||
Total number of properties | property | 52 | ||
Number of slot machines and video lottery terminals | machine | 54,300 | ||
Number of table games | game | 2,900 | ||
Number of room in hotel | hotel_room | 47,700 | ||
Domestic Gaming and Hospitality Properties | |||
Organization and Basis of Presentation | |||
Number of states in which the Company operates | 16 | ||
Sports Wagering | |||
Organization and Basis of Presentation | |||
Number of states in which the Company operates | 23 | ||
Mobile Sports Betting | |||
Organization and Basis of Presentation | |||
Number of states in which the Company operates | 16 | ||
Online Real Money Gaming Businesses | |||
Organization and Basis of Presentation | |||
Number of states in which the Company operates | 5 | ||
William Hill | |||
Organization and Basis of Presentation | |||
Cash consideration paid | $ 3.9 | £ 2.9 | |
William Hill | Sports Wagering | |||
Organization and Basis of Presentation | |||
Number of states in which the Company operates | 8 |
Organization and Basis of Pre_4
Organization and Basis of Presentation - William Hill Acquisition (Details) £ in Millions, $ in Millions | Apr. 07, 2022GBP (£) | Aug. 26, 2021USD ($) | May 12, 2021GBP (£) | Apr. 22, 2021USD ($) | Apr. 22, 2021GBP (£) | Oct. 06, 2020GBP (£) | Mar. 31, 2022USD ($) | Sep. 08, 2021USD ($) | Sep. 08, 2021GBP (£) | Jun. 14, 2021GBP (£) |
William Hill International | ||||||||||
Organization and Basis of Presentation | ||||||||||
Disposal group, consideration | £ 2,200 | |||||||||
Impairment charge of net assets being sold | $ | $ 329 | |||||||||
Disposal group, expected proceeds after repayment of Bridge Credit Agreement and working capital adjustments | $ 785 | £ 585 | ||||||||
William Hill International | Subsequent Event | ||||||||||
Organization and Basis of Presentation | ||||||||||
Disposal group, consideration | £ 2,000 | |||||||||
Reduction in consideration due at closing | 250 | |||||||||
Reduction in deferred consideration | £ 100 | |||||||||
William Hill | ||||||||||
Organization and Basis of Presentation | ||||||||||
Cash consideration paid | $ 3,900 | £ 2,900 | ||||||||
Total purchase consideration | $ | $ 3,912 | |||||||||
William Hill | Senior Secured 540-day Bridge Loan Facility | Line of Credit | ||||||||||
Organization and Basis of Presentation | ||||||||||
Credit facility | 1,000 | |||||||||
William Hill | Senior Secured 60-day Bridge Loan Facility | Line of Credit | ||||||||||
Organization and Basis of Presentation | ||||||||||
Credit facility | 503 | |||||||||
Repayments of debt | £ 503 | |||||||||
William Hill | Senior Secured 540-day Revolving Credit Facility | Line of Credit | ||||||||||
Organization and Basis of Presentation | ||||||||||
Credit facility | £ 116 | |||||||||
William Hill | Senior Secured Revolving Credit Facility | Line of Credit | ||||||||||
Organization and Basis of Presentation | ||||||||||
Credit facility | £ 116 | |||||||||
Horseshoe Baltimore | ||||||||||
Organization and Basis of Presentation | ||||||||||
Cash consideration paid | $ | $ 55 | |||||||||
Total purchase consideration | $ | $ 154 | |||||||||
William Hill | Asset Sale Bridge Facility | Line of Credit | ||||||||||
Organization and Basis of Presentation | ||||||||||
Credit facility | £ 700 | |||||||||
Deutsche Bank AG, London Branch and JP Morgan Chase Bank, N.A | William Hill | ||||||||||
Organization and Basis of Presentation | ||||||||||
Total purchase consideration | £ 1,500 |
Acquisitions and Purchase Pri_3
Acquisitions and Purchase Price Accounting - Narrative (Details) £ in Millions, $ in Millions | Apr. 07, 2022GBP (£) | Aug. 26, 2021USD ($) | Apr. 22, 2021USD ($) | Apr. 22, 2021GBP (£) | Mar. 31, 2022USD ($)statesportsbook | Mar. 31, 2021USD ($) | Sep. 08, 2021GBP (£) |
Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, useful life | 15 years | ||||||
William Hill International | |||||||
Business Acquisition [Line Items] | |||||||
Disposal group, consideration | £ | £ 2,200 | ||||||
Impairment charge of net assets being sold | $ 329 | ||||||
William Hill International | Subsequent Event | |||||||
Business Acquisition [Line Items] | |||||||
Disposal group, consideration | £ | £ 2,000 | ||||||
Reduction in consideration due at closing | £ | 250 | ||||||
Reduction in deferred consideration | £ | £ 100 | ||||||
Sports Wagering | |||||||
Business Acquisition [Line Items] | |||||||
Number of states in which the Company operates | state | 23 | ||||||
Online Real Money Gaming Businesses | |||||||
Business Acquisition [Line Items] | |||||||
Number of states in which the Company operates | state | 5 | ||||||
William Hill | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid | $ 3,900 | £ 2,900 | |||||
Number of sportsbooks | sportsbook | 37 | ||||||
Increase to goodwill | $ 6 | ||||||
Increase in deferred income taxes | 6 | ||||||
Business combination, acquisition related costs | 1 | $ 5 | |||||
Net revenue since transaction | (90) | ||||||
Net income (loss) | $ (894) | ||||||
William Hill | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, useful life | 15 years | ||||||
William Hill | Technology | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, useful life | 6 years | ||||||
William Hill | User Relationship | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, useful life | 3 years | ||||||
William Hill | Operating Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, useful life | 20 years | ||||||
William Hill | Rights Value | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, useful life | 24 years | ||||||
William Hill | Sports Wagering | |||||||
Business Acquisition [Line Items] | |||||||
Number of states in which the Company operates | state | 8 | ||||||
Horseshoe Baltimore | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid | $ 55 | ||||||
Finite-lived intangible assets, useful life | 7 years | ||||||
Revenue since transaction | $ 58 | ||||||
Net income (loss) | $ 2 | ||||||
Percentage of outstanding shares owned | 75.80% | ||||||
Percentage of outstanding shares owned before additional interest purchased | 44.30% | ||||||
Operating lease, discount rate | 7.60% | ||||||
Horseshoe Baltimore | Buildings and improvements | |||||||
Business Acquisition [Line Items] | |||||||
Property, plant and equipment, useful life | 40 years |
Acquisitions and Purchase Pri_4
Acquisitions and Purchase Price Accounting - Estimated purchase consideration (Details) £ / shares in Units, $ / shares in Units, $ in Millions, £ in Billions, shares in Billions | Aug. 26, 2021USD ($) | Apr. 22, 2021USD ($)shares | Apr. 22, 2021GBP (£)£ / sharesshares | Apr. 22, 2021$ / shares |
William Hill | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid | $ 3,900 | £ 2.9 | ||
Fair value of William Hill equity awards | 30 | |||
Total purchase consideration | 3,912 | |||
William Hill | Net of Receivable or Payable | ||||
Business Acquisition [Line Items] | ||||
Business combination, separately recognized transactions, settlement of pre existing relationship | 7 | |||
William Hill | Off-Market Right | ||||
Business Acquisition [Line Items] | ||||
Business combination, separately recognized transactions, settlement of pre existing relationship | (34) | |||
William Hill | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid | $ 3,909 | |||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 1 | 1 | ||
Business acquisition, share price (in dollars per share) | (per share) | £ 2.72 | $ 3.77 | ||
Horseshoe Baltimore | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid | $ 55 | |||
Total purchase consideration | 154 | |||
Horseshoe Baltimore | Net of Receivable or Payable | ||||
Business Acquisition [Line Items] | ||||
Business combination, separately recognized transactions, settlement of pre existing relationship | 18 | |||
Horseshoe Baltimore | Off-Market Right | ||||
Business Acquisition [Line Items] | ||||
Business combination, separately recognized transactions, settlement of pre existing relationship | $ 81 |
Acquisitions and Purchase Pri_5
Acquisitions and Purchase Price Accounting - Acquisition of William Hill Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ 11,082 | $ 11,076 |
William Hill | ||
Business Acquisition [Line Items] | ||
Other current assets | 164 | |
Assets held for sale | 4,337 | |
Property and equipment, net | 55 | |
Goodwill | 1,154 | |
Intangible assets | 565 | |
Other noncurrent assets | 317 | |
Total assets | 6,592 | |
Other current liabilities | 242 | |
Liabilities related to assets held for sale | 2,142 | |
Deferred income taxes | 251 | |
Other noncurrent liabilities | 35 | |
Total liabilities | 2,670 | |
Noncontrolling interests | 10 | |
Net assets acquired | 3,912 | |
Intangible asset | 1,100 | |
William Hill | Gaming rights and other | ||
Business Acquisition [Line Items] | ||
Intangible asset | 80 | |
William Hill | Trade Names | ||
Business Acquisition [Line Items] | ||
Intangible asset | 27 | |
William Hill | Technology | ||
Business Acquisition [Line Items] | ||
Intangible asset | 110 | |
William Hill | Rights Value | ||
Business Acquisition [Line Items] | ||
Intangible asset | 280 | |
William Hill | User Relationship | ||
Business Acquisition [Line Items] | ||
Intangible asset | $ 68 |
Acquisitions and Purchase Pri_6
Acquisitions and Purchase Price Accounting - Consolidation of Horseshoe Baltimore (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ 11,082 | $ 11,076 |
Horseshoe Baltimore | ||
Business Acquisition [Line Items] | ||
Current assets | 60 | |
Property and equipment, net | 317 | |
Goodwill | 63 | |
Intangible assets | 53 | |
Other noncurrent assets | 183 | |
Total assets | 676 | |
Other current liabilities | 26 | |
Long-term debt | 272 | |
Other long-term liabilities | 182 | |
Total liabilities | 480 | |
Noncontrolling interests | 42 | |
Net assets acquired | 154 | |
Horseshoe Baltimore | Gaming rights and other | ||
Business Acquisition [Line Items] | ||
Intangible asset | 43 | |
Horseshoe Baltimore | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Intangible asset | $ 10 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets and Liabilities Held for Sale, Accounted Carrying Value Lower than Fair Value (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Assets held for sale | $ 3,314 | $ 3,771 |
Liabilities: | ||
Current liabilities | 2,562 | 2,680 |
Baton Rouge | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets: | ||
Cash | 2 | 3 |
Property and equipment, net | 2 | 2 |
Other assets, net | 1 | 1 |
Assets held for sale | 5 | 6 |
Liabilities: | ||
Current liabilities | 2 | 3 |
Other long-term liabilities | 1 | 1 |
Liabilities related to assets held for sale | $ 3 | $ 4 |
Assets Held for Sale - Schedu_2
Assets Held for Sale - Schedule of Information of Net Revenues and Net Income (Loss) (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Baton Rouge | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenues | $ 4 | $ 4 |
Net income (loss) | 0 | (1) |
MontBleu | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenues | 11 | |
Net income (loss) | 4 | |
Evansville | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenues | 31 | |
Net income (loss) | $ 13 | |
William Hill International | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenues | 419 | |
Net income (loss) | (303) | |
Harrah’s Louisiana Downs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenues | 13 | |
Net income (loss) | 4 | |
Caesars UK Group | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenues | 10 | |
Net income (loss) | (7) | |
Caesars Southern Indiana | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenues | 49 | |
Net income (loss) | $ 0 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Millions | Sep. 03, 2021USD ($) | Jul. 16, 2021USD ($) | Jun. 03, 2021USD ($) | Apr. 06, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2022GBP (£) | Dec. 31, 2021USD ($) | Sep. 08, 2021GBP (£) | Dec. 24, 2020USD ($) | Sep. 03, 2020USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Assets held for sale | $ 3,314 | $ 3,771 | ||||||||
Interest rate (as a percent) | 4.30% | 4.30% | ||||||||
Eastern Band of Cherokee Indians (“EBCI”) | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Licensing agreement, term | 10 years | |||||||||
Senior Notes | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Debt instrument, interest rate, effective percentage | 101.00% | |||||||||
Debt instrument, repurchased face amount | £ | £ 1,000,000 | |||||||||
Senior Notes | Disposal Group, Held-for-sale, Not Discontinued Operations | Senior Notes Due 2026 | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Debt instrument, face amount | £ | £ 350,000,000 | |||||||||
Interest rate (as a percent) | 4.75% | 4.75% | ||||||||
Senior Notes | Disposal Group, Held-for-sale, Not Discontinued Operations | Senior Notes Due 2023 | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Debt instrument, face amount | £ | £ 350,000,000 | |||||||||
Interest rate (as a percent) | 4.875% | 4.875% | ||||||||
MontBleu | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Aggregate consideration subject to working capital adjustments | $ 15 | |||||||||
Gain from equity method investment | $ 1 | |||||||||
Evansville | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Gain from equity method investment | $ 12 | |||||||||
Disposal group, consideration | $ 480 | |||||||||
Harrah’s Louisiana Downs | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Disposal group, consideration | $ 22 | |||||||||
Caesars Southern Indiana | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Disposal group, consideration | $ 250 | |||||||||
Gain on working capital adjustment | $ 12 | |||||||||
Reduction in annual lease payments for disposal of business | $ 33 | |||||||||
William Hill International | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Disposal group, consideration | £ | £ 2,200,000,000 | |||||||||
William Hill International | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Assets held for sale | $ 3,300 | 3,800 | ||||||||
Liabilities held for sale | 2,600 | 2,700 | ||||||||
Long-term debt, gross | 918 | |||||||||
Asset Sale Bridge Facility | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Liabilities held for sale | $ 601 | $ 617 | ||||||||
Maximum leverage ratio | 10.50 | 10.50 | ||||||||
Caesars UK Group | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Impairment charges | $ 14 |
Investments in and Advances t_2
Investments in and Advances to Unconsolidated Affiliates - Additional Information (Details) shares in Millions, $ in Millions | Mar. 14, 2022USD ($)shares | Sep. 16, 2021USD ($) | Feb. 12, 2021USD ($)a | Jan. 29, 2019 | Jun. 30, 2021USD ($) | Mar. 31, 2022USD ($)a | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)a | Sep. 15, 2021 |
Investment in Unconsolidated Affiliates | |||||||||
Land contributed to joint venture | $ 0 | $ 61 | |||||||
Payments to acquire equity method investments | 0 | $ 30 | |||||||
William Hill | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Agreement period | 25 years | ||||||||
Neo Games S.A | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Proceeds from sale of equity securities | $ 136 | ||||||||
Percentage of equity stake | 8.40% | 24.50% | |||||||
Equity securities, shares sold (in shares) | shares | 2 | ||||||||
Equity securities, amount sold | $ 26 | ||||||||
Equity securities, loss | $ 34 | ||||||||
Pompano Joint Venture | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Percentage of equity stake | 50.00% | 50.00% | |||||||
Land contributed to joint venture | $ 61 | $ 3 | |||||||
Payments to acquire equity method investments | $ 4 | ||||||||
Number of acres contributed | a | 186 | ||||||||
Number of acres contributed to date | a | 206 | 206 | |||||||
Fair value of land contributed to date | $ 69 | $ 69 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 16,876 | $ 16,603 | |
Less: accumulated depreciation | (2,239) | (2,002) | |
Total property and equipment, net | 14,637 | 14,601 | |
Depreciation expense | 300 | $ 265 | |
Financing Leases | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | 243 | $ 245 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,093 | 2,125 | |
Buildings, riverboats, and leasehold and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 12,589 | 12,433 | |
Furniture, fixtures, and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,715 | 1,650 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 479 | $ 395 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Schedule of Goodwill and Other Intangible Assets, Net (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Amortizing Intangible Assets | |
Finite-lived intangible assets, net, beginning balance | $ 1,209 |
Amortization | (57) |
Other | 0 |
Finite-lived intangible assets, net, ending balance | 1,152 |
Goodwill | |
Goodwill, gross, beginning balance | 11,076 |
Goodwill, other | 6 |
Goodwill, gross, ending balance | 11,082 |
Other | |
Indefinite-lived intangible assets (excluding goodwill), beginning balance | 3,711 |
Other | 0 |
Indefinite-lived intangible assets (excluding goodwill), ending balance | $ 3,711 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, gross | $ 1,443 | $ 1,443 |
Finite-lived intangible assets, accumulated amortization | (291) | (234) |
Finite-lived intangible assets, net, total | 1,152 | 1,209 |
Indefinite-lived intangible assets (excluding goodwill) | 3,711 | 3,711 |
Total amortizing and non-amortizing intangible assets, net | 4,863 | 4,920 |
Trademarks | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | 1,998 | 1,998 |
Gaming rights | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | 1,190 | 1,190 |
Caesars Rewards | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | 523 | 523 |
Customer relationships | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, gross | 587 | 587 |
Finite-lived intangible assets, accumulated amortization | (210) | (187) |
Finite-lived intangible assets, net, total | $ 377 | 400 |
Customer relationships | Minimum | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 3 years | |
Customer relationships | Maximum | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 7 years | |
Gaming rights and other | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, gross | $ 174 | 174 |
Finite-lived intangible assets, accumulated amortization | (8) | (7) |
Finite-lived intangible assets, net, total | $ 166 | 167 |
Gaming rights and other | Minimum | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 20 years | |
Gaming rights and other | Maximum | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 34 years | |
Trademarks | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 15 years | |
Finite-lived intangible assets, gross | $ 322 | 322 |
Finite-lived intangible assets, accumulated amortization | (46) | (21) |
Finite-lived intangible assets, net, total | $ 276 | 301 |
Reacquired rights | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 24 years | |
Finite-lived intangible assets, gross | $ 250 | 250 |
Finite-lived intangible assets, accumulated amortization | (10) | (7) |
Finite-lived intangible assets, net, total | $ 240 | 243 |
Technology | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 6 years | |
Finite-lived intangible assets, gross | $ 110 | 110 |
Finite-lived intangible assets, accumulated amortization | (17) | (12) |
Finite-lived intangible assets, net, total | $ 93 | $ 98 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Depreciation and amortization | $ 300 | $ 265 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Depreciation and amortization | $ 57 | $ 20 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - Customer relationships $ in Millions | Mar. 31, 2022USD ($) |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Remaining 2022 | $ 129 |
2023 | 138 |
2024 | 123 |
2025 | 116 |
2026 | 116 |
2027 | $ 73 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value Recurring Basis - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Restricted cash | $ 2 | |
Marketable securities | $ 17 | 78 |
Total assets at fair value | 29 | 81 |
Liabilities: | ||
Total liabilities at fair value | 11 | 44 |
Level 1 | ||
Assets: | ||
Restricted cash | 1 | |
Marketable securities | 9 | 69 |
Total assets at fair value | 9 | 70 |
Liabilities: | ||
Total liabilities at fair value | 0 | 0 |
Level 2 | ||
Assets: | ||
Restricted cash | 1 | |
Marketable securities | 8 | 9 |
Total assets at fair value | 20 | 11 |
Liabilities: | ||
Total liabilities at fair value | 11 | 44 |
Level 3 | ||
Assets: | ||
Restricted cash | 0 | |
Marketable securities | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities: | ||
Total liabilities at fair value | 0 | 0 |
Derivative instruments - interest rate swaps | ||
Liabilities: | ||
Derivative liability | 11 | |
Derivative instruments | 28 | |
Derivative instruments - interest rate swaps | Level 1 | ||
Liabilities: | ||
Derivative liability | 0 | |
Derivative instruments | 0 | |
Derivative instruments - interest rate swaps | Level 2 | ||
Liabilities: | ||
Derivative liability | 11 | |
Derivative instruments | 28 | |
Derivative instruments - interest rate swaps | Level 3 | ||
Liabilities: | ||
Derivative liability | 0 | |
Derivative instruments | 0 | |
Derivative instruments - FX forward | ||
Assets: | ||
Derivative instruments - FX forward | 12 | 1 |
Liabilities: | ||
Derivative instruments | 16 | |
Derivative instruments - FX forward | Level 1 | ||
Assets: | ||
Derivative instruments - FX forward | 0 | 0 |
Liabilities: | ||
Derivative instruments | 0 | |
Derivative instruments - FX forward | Level 2 | ||
Assets: | ||
Derivative instruments - FX forward | 12 | 1 |
Liabilities: | ||
Derivative instruments | 16 | |
Derivative instruments - FX forward | Level 3 | ||
Assets: | ||
Derivative instruments - FX forward | $ 0 | 0 |
Liabilities: | ||
Derivative instruments | $ 0 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Instruments (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($)agreement | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain on amounts transferred into AOCI before tax | $ 17 | $ 15 | |
Amounts reclassified from accumulated other comprehensive income | 8 | 14 | |
Gain (loss) to be reclassified within twelve months | 11 | ||
Interest Expense | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amounts reclassified from accumulated other comprehensive income | (8) | (14) | |
Derivative instruments - FX forward | Not Designated as Hedging Instrument | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) on derivatives | $ 21 | $ 1 | |
CRC Credit Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of interest rate derivatives held | agreement | 4 | ||
Notional amount | $ 1,300 | ||
Derivative instruments - interest rate swaps | Other Long Term Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | $ 11 | $ 28 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Derivative Instruments (Details) - Derivative instruments - interest rate swaps | Mar. 31, 2022USD ($) |
Interest Rate Swap, Effective Jan 1 2019, Maturing Dec 31 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, Notional Amount | $ 250,000,000 |
Fixed Rate Paid | 2.274% |
Derivative, variable interest rate | 0.2086% |
Interest Rate Swap, Effective Jan 1 2019, Maturing Dec 31 2022 Period 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, Notional Amount | $ 200,000,000 |
Fixed Rate Paid | 2.828% |
Derivative, variable interest rate | 0.2086% |
Interest Rate Swap, Effective Jan 1 2019, Maturing Dec 31 2022 Period 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, Notional Amount | $ 200,000,000 |
Fixed Rate Paid | 2.828% |
Derivative, variable interest rate | 0.2086% |
Interest Rate Swap, Effective Jan 1 2019, Maturing Dec 31 2022 Period 4 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, Notional Amount | $ 600,000,000 |
Fixed Rate Paid | 2.739% |
Derivative, variable interest rate | 0.2086% |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 4,541 | $ 5,034 |
Other comprehensive loss before reclassifications | (28) | (3) |
Amounts reclassified from accumulated other comprehensive income | 8 | 14 |
Other comprehensive income (loss), net of tax | (20) | 11 |
Ending balance | 3,846 | 4,630 |
AOCI Including Portion Attributable to Noncontrolling Interest | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | 36 | 34 |
Ending balance | 16 | 45 |
Unrealized Net Gains on Derivative Instruments | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | 73 | 26 |
Other comprehensive loss before reclassifications | 5 | (2) |
Amounts reclassified from accumulated other comprehensive income | 8 | 14 |
Other comprehensive income (loss), net of tax | 13 | 12 |
Ending balance | 86 | 38 |
Foreign Currency Translation Adjustments | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (36) | 8 |
Other comprehensive loss before reclassifications | (33) | 0 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Other comprehensive income (loss), net of tax | (33) | 0 |
Ending balance | (69) | 8 |
Other | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (1) | 0 |
Other comprehensive loss before reclassifications | 0 | (1) |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Other comprehensive income (loss), net of tax | 0 | (1) |
Ending balance | $ (1) | $ (1) |
Litigation, Commitments and C_2
Litigation, Commitments and Contingencies (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Apr. 30, 2020USD ($)hotel_room | |
Loss Contingencies [Line Items] | ||||
Self insurance reserve | $ 222 | $ 221 | ||
Weather Disruption - Lake Charles | ||||
Loss Contingencies [Line Items] | ||||
Insurance settlement, amount, before deductible | 128 | |||
Deductible | 25 | |||
Cumulative proceeds from insurance settlement | 94 | |||
Insurance settlements receivable, current | 9 | |||
Insured event, gain | 38 | $ 8 | ||
Atlantic City | ||||
Loss Contingencies [Line Items] | ||||
Escrow deposit | $ 400 | |||
Capital expenditure term | 3 years | |||
Restricted cash | $ 240 | 297 | ||
Casino Operating Contract and Ground Lease for Harrah’s New Orleans | ||||
Loss Contingencies [Line Items] | ||||
Net investment in lease | $ 325 | |||
Number of hotel rooms in new tower | hotel_room | 340 | |||
Sports Sponsorship and Partnership Obligations | ||||
Loss Contingencies [Line Items] | ||||
Indefinite-lived license agreements | 978 | $ 997 | ||
Insurance Carrier | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, damages sought, value | $ 2,000 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | Sep. 24, 2021 | Sep. 18, 2020 | Jul. 20, 2020 | Jul. 06, 2020 |
Long-term debt | |||||||
Interest rate (as a percent) | 4.30% | ||||||
Total debt | $ 14,306 | ||||||
Current portion of long-term debt | (70) | $ (70) | |||||
Long-term debt | 13,741 | 13,722 | |||||
Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Special Improvement District Bonds | 49 | ||||||
Long-term notes and other payables | 2 | ||||||
Total debt | 14,306 | ||||||
Current portion of long-term debt | (70) | ||||||
Deferred finance charges associated with the CEI Revolving Credit Facility | 0 | ||||||
Long-term debt | 14,236 | ||||||
Fair value | 14,472 | ||||||
Reported Value Measurement | |||||||
Long-term debt | |||||||
Special Improvement District Bonds | 49 | 49 | |||||
Long-term notes and other payables | 2 | 2 | |||||
Total debt | 13,825 | 13,807 | |||||
Current portion of long-term debt | (70) | (70) | |||||
Deferred finance charges associated with the CEI Revolving Credit Facility | (14) | (15) | |||||
Long-term debt | 13,741 | 13,722 | |||||
Unamortized premiums, discounts and deferred finance charges | 495 | 531 | |||||
Baltimore Revolving Credit Facility | Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | 0 | ||||||
Baltimore Revolving Credit Facility | Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | 0 | 0 | |||||
CRC Revolving Credit Facility | Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | 0 | ||||||
CRC Revolving Credit Facility | Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | 0 | 0 | |||||
Baltimore Term Loan | Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | 282 | ||||||
Baltimore Term Loan | Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | 275 | 275 | |||||
CRC Term Loan | Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | 4,500 | ||||||
CRC Term Loan | Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | 4,203 | 4,190 | |||||
CEI Revolving Credit Facility | Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term line of credit | 0 | ||||||
CEI Revolving Credit Facility | Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term line of credit | 0 | 0 | |||||
CRC Incremental Term Loan | Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | 1,773 | $ 1,800 | |||||
CRC Incremental Term Loan | Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 1,705 | 1,705 | |||||
CRC Senior Secured Notes | Senior Notes | |||||||
Long-term debt | |||||||
Interest rate (as a percent) | 5.75% | 5.75% | |||||
Long-term debt, gross | $ 1,000 | ||||||
CRC Senior Secured Notes | Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 1,000 | ||||||
CRC Senior Secured Notes | Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 985 | 985 | |||||
CEI Senior Secured Notes | Senior Notes | |||||||
Long-term debt | |||||||
Interest rate (as a percent) | 6.25% | 6.25% | |||||
Long-term debt, gross | $ 3,400 | ||||||
CEI Senior Secured Notes | Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 3,400 | ||||||
CEI Senior Secured Notes | Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 3,349 | 3,346 | |||||
Convention Center Mortgage Loan | Senior Notes | |||||||
Long-term debt | |||||||
Interest rate (as a percent) | 7.85% | 7.854% | |||||
Convention Center Mortgage Loan | Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 400 | $ 400 | |||||
Convention Center Mortgage Loan | Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 399 | 399 | |||||
CEI Senior Notes | |||||||
Long-term debt | |||||||
Interest rate (as a percent) | 8.125% | 8.125% | |||||
CEI Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 1,700 | ||||||
CEI Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 1,674 | 1,673 | |||||
CEI Senior Notes | Senior Notes | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 1,800 | ||||||
Senior Notes | |||||||
Long-term debt | |||||||
Interest rate (as a percent) | 4.625% | 4.625% | |||||
Senior Notes | Estimate of Fair Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 1,200 | ||||||
Senior Notes | Reported Value Measurement | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 1,184 | $ 1,183 | |||||
Senior Notes | Senior Notes | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 1,200 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) $ in Millions | Mar. 31, 2022USD ($)agreement |
Annual maturities of long-term debt | |
Remainder of 2022 | $ 53 |
2023 | 70 |
2024 | 4,714 |
2025 | 6,526 |
2026 | 3 |
Thereafter | 2,940 |
Total debt | 14,306 |
Estimated interest payments | |
Remainder of 2022 | 540 |
2023 | 880 |
2024 | 860 |
2025 | 550 |
2026 | 200 |
Thereafter | 320 |
Debt estimate interest payment, due | 3,350 |
Total debt service obligation (a) | |
Remainder of 2022 | 593 |
2023 | 950 |
2024 | 5,574 |
2025 | 7,076 |
2026 | 203 |
Thereafter | 3,260 |
Debt service obligation | $ 17,656 |
CRC Credit Agreement | |
Long-term debt | |
Number of interest rate derivatives held | agreement | 4 |
Long-Term Debt - Baltimore Term
Long-Term Debt - Baltimore Term Loan and Baltimore Revolving Credit Facility (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Baltimore Term Loan | Secured Debt | LIBOR | |
Long-term debt | |
Spread on variable rate (as a percent) | 4.00% |
Baltimore Revolving Credit Facility | Revolving Credit Facility | |
Long-term debt | |
Line of credit facility, remaining borrowing capacity | $ 10 |
Baltimore Revolving Credit Facility | Revolving Credit Facility | Horseshoe Baltimore | |
Long-term debt | |
Horseshoe baltimore’s senior secured revolving credit facility | $ 10 |
Baltimore Revolving Credit Facility | Revolving Credit Facility | LIBOR | |
Long-term debt | |
Spread on variable rate (as a percent) | 6.00% |
Long-Term Debt - CRC Term Loans
Long-Term Debt - CRC Term Loans and CRC Revolving Credit Facility (Details) - USD ($) | Sep. 21, 2021 | Dec. 22, 2017 | Mar. 31, 2022 | Nov. 10, 2021 | Jul. 20, 2020 |
Long-term debt | |||||
Interest rate (as a percent) | 4.30% | ||||
CRC Revolving Credit Facility | |||||
Long-term debt | |||||
Debt instrument, covenant, leverage ratio, maximum | 0.00125 | 6.35 | |||
CRC Revolving Credit Facility | LIBOR | |||||
Long-term debt | |||||
Spread on variable rate (as a percent) | 2.25% | ||||
CRC Revolving Credit Facility | Base rate | |||||
Long-term debt | |||||
Spread on variable rate (as a percent) | 1.25% | ||||
Letter of Credit | |||||
Long-term debt | |||||
Interest rate (as a percent) | 0.125% | ||||
Letter of Credit | Caesars Resort Collection | |||||
Long-term debt | |||||
Credit facility | $ 400,000,000 | ||||
Line of Credit | CRC Revolving Credit Facility | |||||
Long-term debt | |||||
Credit facility | $ 1,000,000,000 | ||||
Debt instrument, term | 5 years | ||||
Line of credit facility, commitment fee percentage | 0.50% | ||||
Line of credit facility, remaining borrowing capacity | $ 960,000,000 | ||||
Line of Credit | CRC Revolving Credit Facility | Minimum | |||||
Long-term debt | |||||
Line of credit facility, commitment fee percentage | 0.375% | ||||
Line of Credit | CRC Revolving Credit Facility | Maximum | |||||
Long-term debt | |||||
Line of credit facility, commitment fee percentage | 0.25% | ||||
Line of Credit | CRC Term Loan | Caesars Resort Collection | |||||
Long-term debt | |||||
Interest rate (as a percent) | 0.25% | ||||
Line of Credit | Letter of Credit | |||||
Long-term debt | |||||
Credit facility | 65,000,000 | $ 250,000,000 | |||
CRC Term Loan | LIBOR | |||||
Long-term debt | |||||
Spread on variable rate (as a percent) | 2.75% | ||||
CRC Term Loan | Base rate | |||||
Long-term debt | |||||
Spread on variable rate (as a percent) | 1.75% | ||||
CRC Term Loan | Line of Credit | |||||
Long-term debt | |||||
Debt instrument, term | 7 years | ||||
Debt instrument, face amount | $ 4,700,000,000 | ||||
CRC Incremental Term Loan | LIBOR | |||||
Long-term debt | |||||
Spread on variable rate (as a percent) | 2.50% | 4.50% | |||
CRC Incremental Term Loan | Base rate | |||||
Long-term debt | |||||
Spread on variable rate (as a percent) | 3.50% | 3.50% | |||
CRC Incremental Term Loan | Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 1,773,000,000 | $ 1,800,000,000 | |||
CRC Credit Agreement | LIBOR | |||||
Long-term debt | |||||
Spread on variable rate (as a percent) | 1.00% | ||||
CRC Credit Agreement | Base rate | |||||
Long-term debt | |||||
Spread on variable rate (as a percent) | 0.00% | ||||
CRC Credit Agreement | Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Long-term debt | |||||
Spread on variable rate (as a percent) | 0.50% |
Long-Term Debt - CEI Revolving
Long-Term Debt - CEI Revolving Credit Facility (Details) | Jul. 20, 2020USD ($) | Mar. 31, 2022USD ($) | Nov. 10, 2021USD ($) | Dec. 22, 2017 |
Long-term debt | ||||
Interest rate (as a percent) | 4.30% | |||
CEI Revolving Credit Facility | LIBOR | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 0.00% | |||
Line of Credit | CEI Revolving Credit Facility | ||||
Long-term debt | ||||
Debt instrument, term | 5 years | |||
CEI Revolving Credit Facility | ||||
Long-term debt | ||||
Debt instrument, covenant, leverage ratio, maximum | 0.0025 | |||
Line of credit facility, commitment fee percentage | 0.50% | |||
Debt instrument, covenant, leverage ratio, minimum | 0.00375 | |||
Interest rate (as a percent) | 0.125% | |||
Amount outstanding | $ 48,000,000 | |||
CEI Revolving Credit Facility | LIBOR | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 1.00% | |||
CEI Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 0.50% | |||
CEI Revolving Credit Facility | Prime Rate | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 3.25% | |||
CEI Revolving Credit Facility | Base rate | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 2.25% | |||
CEI Revolving Credit Facility | Line of Credit | ||||
Long-term debt | ||||
Credit facility | $ 1,200,000,000 | |||
Letter of Credit | ||||
Long-term debt | ||||
Interest rate (as a percent) | 0.125% | |||
Amount outstanding | 25,000,000 | |||
Letter of Credit | Line of Credit | ||||
Long-term debt | ||||
Credit facility | 65,000,000 | $ 250,000,000 | ||
CRC Revolving Credit Facility, Permitted Use Reserves | ||||
Long-term debt | ||||
Credit facility | $ 190,000,000 | |||
Revolving Credit Facility | ||||
Long-term debt | ||||
Available borrowing capacity | $ 922,000,000 |
Long-Term Debt - CRC Senior Sec
Long-Term Debt - CRC Senior Secured Notes due 2025 (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Jul. 06, 2020 |
Long-term debt | ||
Interest rate (as a percent) | 4.30% | |
CRC Senior Secured Notes | Senior Notes | ||
Long-term debt | ||
Long-term debt, gross | $ 1,000 | |
Interest rate (as a percent) | 5.75% | 5.75% |
Long-Term Debt - CEI Senior Sec
Long-Term Debt - CEI Senior Secured Notes due 2025 (Details) - USD ($) $ in Billions | Mar. 31, 2022 | Jul. 06, 2020 |
Long-term debt | ||
Interest rate (as a percent) | 4.30% | |
CEI Senior Secured Notes | Senior Notes | ||
Long-term debt | ||
Long-term debt, gross | $ 3.4 | |
Interest rate (as a percent) | 6.25% | 6.25% |
Long-Term Debt - Convention Cen
Long-Term Debt - Convention Center Mortgage Loan (Details) - USD ($) $ in Millions | Sep. 18, 2020 | Mar. 31, 2022 | Oct. 01, 2021 |
Long-term debt | |||
Interest rate (as a percent) | 4.30% | ||
Convention Center Mortgage Loan | VICI Properties | |||
Long-term debt | |||
Interest rate (as a percent) | 7.70% | ||
Debt instrument, interest rate, increase (decrease) | 8.30% | ||
Convention Center Mortgage Loan | Senior Notes | |||
Long-term debt | |||
Interest rate (as a percent) | 7.85% | 7.854% | |
Convention Center Mortgage Loan | Estimate of Fair Value Measurement | Senior Notes | |||
Long-term debt | |||
Long-term debt, gross | $ 400 | $ 400 | |
VICI Properties | |||
Long-term debt | |||
Long-term debt, term | 5 years |
Long-Term Debt - CEI Senior Not
Long-Term Debt - CEI Senior Notes due 2027 (Details) - USD ($) $ in Billions | Mar. 31, 2022 | Jul. 06, 2020 |
Long-term debt | ||
Interest rate (as a percent) | 4.30% | |
CEI Senior Notes | ||
Long-term debt | ||
Interest rate (as a percent) | 8.125% | 8.125% |
CEI Senior Notes | Senior Notes | ||
Long-term debt | ||
Long-term debt, gross | $ 1.8 |
Long-Term Debt -Senior Notes du
Long-Term Debt -Senior Notes due 2029 (Details) - USD ($) $ in Billions | Mar. 31, 2022 | Sep. 24, 2021 |
Long-term debt | ||
Interest rate (as a percent) | 4.30% | |
Senior Notes | ||
Long-term debt | ||
Interest rate (as a percent) | 4.625% | 4.625% |
Senior Notes | Senior Notes | ||
Long-term debt | ||
Long-term debt, gross | $ 1.2 |
Long-Term Debt - Debt Covenant
Long-Term Debt - Debt Covenant Compliance (Details) | Mar. 31, 2022 | Dec. 22, 2017 |
CRC Revolving Credit Facility | ||
Long-term debt | ||
Debt instrument, covenant, leverage ratio, maximum | 6.35 | 0.00125 |
Baltimore Revolving Credit Facility | ||
Long-term debt | ||
Debt instrument, covenant, leverage ratio, maximum | 5 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Revenues Disaggregated Type of Revenue and Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 2,292 | $ 1,792 | |
Accounts receivable, net | 450 | $ 472 | |
Casino and pari-mutuel commissions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 1,292 | 1,227 | |
Accounts receivable, net | 141 | 168 | |
Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 339 | 169 | |
Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 383 | 215 | |
Food and beverage and hotel | |||
Disaggregation of Revenue [Line Items] | |||
Accounts receivable, net | 110 | 100 | |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 278 | 181 | |
Accounts receivable, net | 199 | $ 204 | |
Corporate and Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 2 | 4 | |
Corporate and Other | Casino and pari-mutuel commissions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 0 | |
Corporate and Other | Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 0 | |
Corporate and Other | Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 0 | |
Corporate and Other | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 2 | 4 | |
Las Vegas | Operating Segment | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 914 | 497 | |
Las Vegas | Operating Segment | Casino and pari-mutuel commissions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 291 | 226 | |
Las Vegas | Operating Segment | Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 220 | 84 | |
Las Vegas | Operating Segment | Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 266 | 115 | |
Las Vegas | Operating Segment | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 137 | 72 | |
Regional | Operating Segment | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 1,363 | 1,191 | |
Regional | Operating Segment | Casino and pari-mutuel commissions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 1,070 | 967 | |
Regional | Operating Segment | Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 119 | 84 | |
Regional | Operating Segment | Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 117 | 100 | |
Regional | Operating Segment | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 57 | 40 | |
Caesars Digital | Operating Segment | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | (53) | 39 | |
Caesars Digital | Operating Segment | Casino and pari-mutuel commissions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | (69) | 34 | |
Caesars Digital | Operating Segment | Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 0 | |
Caesars Digital | Operating Segment | Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 0 | |
Caesars Digital | Operating Segment | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 16 | 5 | |
Managed and Branded | Operating Segment | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 66 | 61 | |
Managed and Branded | Operating Segment | Casino and pari-mutuel commissions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 0 | |
Managed and Branded | Operating Segment | Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 1 | |
Managed and Branded | Operating Segment | Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 0 | |
Managed and Branded | Operating Segment | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 66 | $ 60 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Activity Related to Contract and Contract Related Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Outstanding Chip Liability | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | $ 48 | $ 34 |
Ending balance | 37 | 29 |
Increase / (decrease) | (11) | (5) |
Caesars Rewards | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 91 | 94 |
Ending balance | 96 | 93 |
Increase / (decrease) | 5 | (1) |
Customer Deposits and Other Deferred Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 560 | 310 |
Ending balance | 625 | 325 |
Increase / (decrease) | $ 65 | $ 15 |
Revenue Recognition - Lease Rev
Revenue Recognition - Lease Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessor, Lease, Description [Line Items] | ||
Net revenues | $ 2,292 | $ 1,792 |
Variable lease income | 12 | 7 |
Hotel | ||
Lessor, Lease, Description [Line Items] | ||
Net revenues | 383 | 215 |
Other | ||
Lessor, Lease, Description [Line Items] | ||
Net revenues | 278 | 181 |
Other | Convention Arrangements | ||
Lessor, Lease, Description [Line Items] | ||
Net revenues | 6 | 0 |
Real Estate | ||
Lessor, Lease, Description [Line Items] | ||
Net revenues | $ 36 | $ 21 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Reconciliation of the Numerators and Denominators of the Basic and Diluted Net Income Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss from continuing operations attributable to Caesars, net of income taxes | $ (451) | $ (419) |
Net loss from discontinued operations | (229) | (4) |
Net loss attributable to Caesars | $ (680) | $ (423) |
Shares outstanding: | ||
Weighted average shares outstanding – basic (in shares) | 214 | 208 |
Weighted average shares outstanding - diluted (in shares) | 214 | 208 |
Net Loss per Share - Basic | ||
Basic loss per share from continuing operations (in dollars per share) | $ (2.11) | $ (2.01) |
Basic loss per share from discontinued operations (in dollars per share) | (1.07) | (0.02) |
Net loss per common share attributable to common stockholders – basic (in dollars per share) | (3.18) | (2.03) |
Net loss per share -Diluted | ||
Diluted loss per share from continuing operations (in dollars per share) | (2.11) | (2.01) |
Diluted loss per share from discontinued operations (in dollar per shares) | (1.07) | (0.02) |
Net loss per common share attributable to common stockholders – diluted (in dollars per share) | $ (3.18) | $ (2.03) |
Earnings per Share - Schedule_2
Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share, Basic and Diluted [Line Items] | ||
Total anti-diluted common stock (in shares) | 3 | 8 |
Interest rate (as a percent) | 4.30% | |
Stock-based compensation awards | ||
Earnings Per Share, Basic and Diluted [Line Items] | ||
Total anti-diluted common stock (in shares) | 3 | 4 |
5% Convertible Notes | ||
Earnings Per Share, Basic and Diluted [Line Items] | ||
Total anti-diluted common stock (in shares) | 0 | 4 |
Stock-Based Compensation and _3
Stock-Based Compensation and Stockholders' Equity - Stock-Based Awards (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock compensation expense | $ 25 | $ 23 |
Stock-Based Compensation and _4
Stock-Based Compensation and Stockholders' Equity - 2015 Equity Incentive Plan (“2015 Plan”) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards granted (in shares) | 0 |
Exercise of stock options (in shares) | 14,000 |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 706,000 |
Equity instruments other than options, fair value | $ | $ 52 |
Share conversion (in shares) | 1 |
Vested (shares) | 556,000 |
Restricted stock units | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 1 year |
Restricted stock units | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 81,000 |
Aggregate intrinsic value, nonvested | $ | $ 6 |
Vested (shares) | 162,000 |
Performance Shares | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 1 year |
Percentage of target payout range | 0.00% |
Performance Shares | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Percentage of target payout range | 200.00% |
Market-based Stock Units (MSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 428,000 |
Aggregate intrinsic value, nonvested | $ | $ 36 |
Vested (shares) | 22,000 |
Market-based Stock Units (MSUs) | Chief Executive Officer | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 225,000 |
Awards granted, grant date fair value | $ | $ 16 |
Market-based Stock Units (MSUs) | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 1 year |
Percentage of target payout range | 0.00% |
Market-based Stock Units (MSUs) | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Percentage of target payout range | 200.00% |
Stock-Based Compensation and _5
Stock-Based Compensation and Stockholders' Equity - Outstanding at End of Period (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding (in shares) | 30,280 | 43,905 |
Options weighted average exercise price (in USD per share) | $ 17.81 | $ 20.69 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding (in shares) | 2,238,306 | 2,090,607 |
Weighted average exercise price (in USD per share) | $ 67.69 | $ 61.47 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding (in shares) | 335,872 | 417,069 |
Weighted average exercise price (in USD per share) | $ 73.33 | $ 62.20 |
Market-based Stock Units (MSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding (in shares) | 788,085 | 381,923 |
Weighted average exercise price (in USD per share) | $ 81.44 | $ 77.09 |
Stock-Based Compensation and _6
Stock-Based Compensation and Stockholders' Equity - Share Repurchase Program (Details) - Common Stock - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Nov. 30, 2018 | |
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 150 | ||
Treasury stock (in shares) | 223,823 | ||
Common stock acquired value | $ 9 | ||
Common stock acquired average price per share (in dollars per share) | $ 40.80 | ||
Common stock shares acquired (in shares) | 0 | 0 |
Stock-Based Compensation and _7
Stock-Based Compensation and Stockholders' Equity - Changes to the Authorized Shares (Details) - shares shares in Millions | Jun. 17, 2021 | Jun. 16, 2021 |
Share-based Payment Arrangement [Abstract] | ||
Common stock, shares authorized (in shares) | 500 | 300 |
Preferred stock, shares issued (in shares) | 150 |
Income Taxes - Income Tax Alloc
Income Taxes - Income Tax Allocation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss from continuing operations before income taxes | $ (558) | $ (496) |
Benefit for income taxes | $ 107 | $ 76 |
Effective tax rate | 19.20% | 15.30% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - William Hill $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Tax Contingency [Line Items] | |
Deferred tax liabilities, net | $ 381 |
Unrecognized tax benefits | 34 |
Liabilities Related To Assets Held For Sale | |
Income Tax Contingency [Line Items] | |
Deferred tax liabilities, net | 132 |
Unrecognized tax benefits | $ 34 |
Related Affiliates - Additional
Related Affiliates - Additional Information (Details) ft² in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)ft² | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Aug. 26, 2021 | |
Horseshoe Baltimore | ||||
Related affiliates | ||||
Percentage of outstanding shares owned before additional interest purchased | 44.30% | |||
Gary Carano Family | ||||
Related affiliates | ||||
Related party transactions | $ 0 | $ 0 | ||
C. S. & Y. Associates | ||||
Related affiliates | ||||
Area of real property leased | ft² | 30 | |||
Annual rent payable | $ 600,000 | |||
Due to related parties | 0 | $ 0 | ||
Due from related parties | $ 0 | $ 0 | ||
REI | ||||
Related affiliates | ||||
Percentage of outstanding shares owned | 4.00% |
Segment Information - Additiona
Segment Information - Additional Information (Details) ft² in Thousands | 3 Months Ended | |
Mar. 31, 2022ft²ballroomftsegment | Aug. 26, 2021 | |
Segment Reporting Information [Line Items] | ||
Total number of geographic regions | segment | 3 | |
Number of reportable segments | segment | 4 | |
Observation wheel height | ft | 550 | |
Area of room | ft² | 300 | |
Number of ballrooms | ballroom | 2 | |
Conference Center | ||
Segment Reporting Information [Line Items] | ||
Area of real property leased | ft² | 550 | |
Horseshoe Baltimore | ||
Segment Reporting Information [Line Items] | ||
Percentage of outstanding shares owned | 75.80% |
Segment Information - Schedule
Segment Information - Schedule of Operating Data for Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 2,292 | $ 1,792 |
Adjusted EBITDA | 296 | 535 |
Operating Segment | Las Vegas | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 914 | 497 |
Adjusted EBITDA | 400 | 162 |
Operating Segment | Regional | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 1,363 | 1,191 |
Adjusted EBITDA | 459 | 393 |
Operating Segment | Caesars Digital | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (53) | 39 |
Adjusted EBITDA | (554) | (2) |
Operating Segment | Managed and Branded | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 66 | 61 |
Adjusted EBITDA | 20 | 21 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 2 | 4 |
Adjusted EBITDA | $ (29) | $ (39) |
Segment Information - Schedul_2
Segment Information - Schedule of Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 296 | $ 535 |
Net loss attributable to noncontrolling interests | 0 | 1 |
Net loss from discontinued operations | (229) | (4) |
Benefit for income taxes | 107 | 76 |
Other income (loss) | 4 | (133) |
Interest expense, net | (552) | (579) |
Depreciation and amortization | (300) | (265) |
Transaction and other operating costs, net | 35 | (20) |
Stock-based compensation expense | (25) | (23) |
Other items | (16) | (11) |
Net loss from continuing operations, net of income taxes | $ (680) | (423) |
Interest rate (as a percent) | 4.30% | |
5% Convertible Notes | ||
Segment Reporting Information [Line Items] | ||
Interest rate (as a percent) | 5.00% | |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ (29) | (39) |
Las Vegas | Operating Segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 400 | 162 |
Regional | Operating Segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 459 | 393 |
Caesars Digital | Operating Segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | (554) | (2) |
Managed and Branded | Operating Segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 20 | $ 21 |
Segment Information - Schedul_3
Segment Information - Schedule Of Capital Expenditures By Segment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Net loss attributable to noncontrolling interests | $ 0 | $ 1 | |
Net loss from discontinued operations | (229) | (4) | |
Benefit for income taxes | 107 | 76 | |
Other income (loss) | 4 | (133) | |
Interest expense, net | (552) | (579) | |
Depreciation and amortization | (300) | (265) | |
Transaction and other operating costs, net | 35 | (20) | |
Stock-based compensation expense | (25) | (23) | |
Other items | (16) | (11) | |
Net loss attributable to Caesars | (680) | $ (423) | |
Assets | 37,073 | $ 38,031 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Assets | (4,615) | (4,167) | |
Las Vegas | Operating Segment | |||
Segment Reporting Information [Line Items] | |||
Assets | 22,550 | 22,374 | |
Regional | Operating Segment | |||
Segment Reporting Information [Line Items] | |||
Assets | 14,592 | 14,419 | |
Caesars Digital | Operating Segment | |||
Segment Reporting Information [Line Items] | |||
Assets | 1,458 | 1,878 | |
Managed and Branded | Operating Segment | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 3,088 | $ 3,527 |