Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-10410 | |
Entity Registrant Name | CAESARS ENTERTAINMENT CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 62-1411755 | |
Entity Address, Address Line One | One Caesars Palace Drive | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89109 | |
City Area Code | (702) | |
Local Phone Number | 407-6000 | |
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | CZR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 680,655,099 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Central Index Key | 0000858339 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents ($10 and $14 attributable to our VIEs) | $ 1,313 | $ 1,491 |
Restricted cash | 137 | 115 |
Receivables, net | 446 | 457 |
Due from affiliates, net | 22 | 6 |
Prepayments and other current assets ($6 and $6 attributable to our VIEs) | 200 | 155 |
Inventories | 38 | 41 |
Assets held for sale | 556 | 0 |
Total current assets | 2,712 | 2,265 |
Property and equipment, net ($177 and $137 attributable to our VIEs) | 14,988 | 16,045 |
Goodwill | 4,038 | 4,044 |
Intangible assets other than goodwill | 2,850 | 2,977 |
Restricted cash | 73 | 51 |
Deferred income taxes | 9 | 10 |
Deferred charges and other assets ($30 and $35 attributable to our VIEs) | 805 | 383 |
Total assets | 25,475 | 25,775 |
Current liabilities | ||
Accounts payable ($81 and $41 attributable to our VIEs) | 415 | 399 |
Accrued expenses and other current liabilities ($2 and $1 attributable to our VIEs) | 1,300 | 1,217 |
Interest payable | 134 | 56 |
Contract liabilities | 192 | 144 |
Current portion of financing obligations | 22 | 20 |
Current portion of long-term debt | 64 | 164 |
Total current liabilities | 2,127 | 2,000 |
Financing obligations | 10,045 | 10,057 |
Long-term debt | 8,514 | 8,801 |
Deferred income taxes | 591 | 730 |
Deferred credits and other liabilities ($8 and $5 attributable to our VIEs) | 1,731 | 849 |
Total liabilities | 23,008 | 22,437 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Caesars stockholders’ equity | 2,388 | 3,250 |
Noncontrolling interests | 79 | 88 |
Total stockholders’ equity | 2,467 | 3,338 |
Total liabilities and stockholders’ equity | $ 25,475 | $ 25,775 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 1,313 | $ 1,491 |
Prepayments and other current assets | 200 | 155 |
Property and equipment, net | 14,988 | 16,045 |
Deferred charges and other assets | 805 | 383 |
Accounts payable | 415 | 399 |
Variable Interest Entity | ||
Cash and cash equivalents | 10 | 14 |
Prepayments and other current assets | 6 | 6 |
Property and equipment, net | 177 | 137 |
Deferred charges and other assets | 30 | 35 |
Accounts payable | 81 | 41 |
Accrued expenses and other current liabilities | 2 | 1 |
Deferred credits and other liabilities | $ 8 | $ 5 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations and Comprehensive Income/(Loss) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net revenues | $ 2,236 | $ 2,185 | $ 6,573 | $ 6,276 |
Operating expenses | ||||
Property, general, administrative, and other | 477 | 474 | 1,404 | 1,357 |
Reimbursable management costs | 53 | 51 | 159 | 151 |
Depreciation and amortization | 255 | 295 | 743 | 843 |
Impairment of tangible and other intangible assets | 380 | 0 | 430 | 0 |
Corporate expense | 62 | 79 | 226 | 237 |
Other operating costs | 33 | 29 | 86 | 128 |
Total operating expenses | 2,304 | 1,953 | 6,132 | 5,637 |
Income/(loss) from operations | (68) | 232 | 441 | 639 |
Interest expense | (341) | (341) | (1,033) | (1,005) |
Other income/(loss) | 27 | 109 | (412) | 338 |
Loss before income taxes | (382) | 0 | (1,004) | (28) |
Income tax benefit | 22 | 111 | 111 | 134 |
Net income/(loss) | (360) | 111 | (893) | 106 |
Net (income)/loss attributable to noncontrolling interests | 1 | (1) | 2 | (1) |
Net income/(loss) attributable to Caesars | $ (359) | $ 110 | $ (891) | $ 105 |
Earnings/(loss) per share - basic and diluted | ||||
Basic earnings/(loss) per share (usd per share) | $ (0.53) | $ 0.16 | $ (1.32) | $ 0.15 |
Diluted earnings/(loss) per share (usd per share) | $ (0.53) | $ 0.14 | $ (1.32) | $ 0.15 |
Weighted-average common shares outstanding - basic (in shares) | 678 | 681 | 674 | 692 |
Weighted-average common shares outstanding - diluted (in shares) | 678 | 835 | 674 | 697 |
Comprehensive income/(loss) | ||||
Foreign currency translation adjustments | $ (10) | $ 2 | $ (15) | $ (17) |
Change in fair market value of interest rate swaps, net of tax | (3) | 11 | (55) | 24 |
Other | 0 | 0 | 2 | 1 |
Other comprehensive income/(loss), net of income taxes | (13) | 13 | (68) | 8 |
Comprehensive income/(loss) | (373) | 124 | (961) | 114 |
Amounts attributable to noncontrolling interests: | ||||
Foreign currency translation adjustments | 4 | 1 | 6 | 4 |
Comprehensive loss attributable to noncontrolling interests | 5 | 0 | 8 | 3 |
Comprehensive income/(loss) attributable to Caesars | (368) | 124 | (953) | 117 |
Casino | ||||
Net revenues | 1,131 | 1,102 | 3,340 | 3,147 |
Direct operating expenses | 636 | 623 | 1,887 | 1,750 |
Food and beverage | ||||
Net revenues | 411 | 408 | 1,216 | 1,182 |
Direct operating expenses | 283 | 281 | 833 | 816 |
Rooms | ||||
Net revenues | 409 | 395 | 1,202 | 1,150 |
Direct operating expenses | 125 | 121 | 364 | 355 |
Other revenue | ||||
Net revenues | 217 | 213 | 611 | 600 |
Management fees | ||||
Net revenues | 15 | 16 | 45 | 46 |
Reimbursed management costs | ||||
Net revenues | $ 53 | $ 51 | $ 159 | $ 151 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in- Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Caesars Stockholders’ Equity | Noncontrolling Interests |
Beginning Balance at Dec. 31, 2017 | $ 3,297 | $ 7 | $ (152) | $ 14,040 | $ (10,675) | $ 6 | $ 3,226 | $ 71 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (34) | (34) | (34) | |||||
Stock-based compensation | 10 | (12) | 22 | 10 | ||||
Other comprehensive income/(loss), net of tax | 9 | 9 | 9 | |||||
Change in noncontrolling interest, net of distributions and contributions | 21 | 21 | ||||||
Other | (1) | (1) | (1) | |||||
Ending Balance at Mar. 31, 2018 | 3,302 | 7 | (165) | 14,062 | (10,709) | 15 | 3,210 | 92 |
Beginning Balance at Dec. 31, 2017 | 3,297 | 7 | (152) | 14,040 | (10,675) | 6 | 3,226 | 71 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | 106 | |||||||
Other comprehensive income/(loss), net of tax | 8 | |||||||
Ending Balance at Sep. 30, 2018 | 3,167 | 7 | (475) | 14,099 | (10,570) | 18 | 3,079 | 88 |
Beginning Balance at Mar. 31, 2018 | 3,302 | 7 | (165) | 14,062 | (10,709) | 15 | 3,210 | 92 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | 29 | 29 | 29 | |||||
Stock-based compensation | 21 | 21 | 21 | |||||
Repurchase of common stock | (31) | (31) | (31) | |||||
Other comprehensive income/(loss), net of tax | (14) | (11) | (11) | (3) | ||||
Change in noncontrolling interest, net of distributions and contributions | (2) | (2) | ||||||
Other | 1 | 1 | 1 | |||||
Ending Balance at Jun. 30, 2018 | 3,306 | 7 | (195) | 14,083 | (10,680) | 4 | 3,219 | 87 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | 111 | 110 | 110 | 1 | ||||
Stock-based compensation | 16 | 16 | 16 | |||||
Repurchase of common stock | (280) | (280) | (280) | |||||
Other comprehensive income/(loss), net of tax | 13 | 14 | 14 | (1) | ||||
Change in noncontrolling interest, net of distributions and contributions | 1 | 1 | ||||||
Ending Balance at Sep. 30, 2018 | 3,167 | 7 | (475) | 14,099 | (10,570) | 18 | 3,079 | 88 |
Beginning Balance at Dec. 31, 2018 | 3,338 | 7 | (485) | 14,124 | (10,372) | (24) | 3,250 | 88 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (218) | (217) | (217) | (1) | ||||
Stock-based compensation | 16 | (5) | 21 | 16 | ||||
Other comprehensive income/(loss), net of tax | (15) | (13) | (13) | (2) | ||||
Change in noncontrolling interest, net of distributions and contributions | (2) | (2) | ||||||
Other | 3 | 3 | 3 | |||||
Ending Balance at Mar. 31, 2019 | 3,122 | 7 | (487) | 14,145 | (10,589) | (37) | 3,039 | 83 |
Beginning Balance at Dec. 31, 2018 | 3,338 | 7 | (485) | 14,124 | (10,372) | (24) | 3,250 | 88 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (893) | |||||||
Other comprehensive income/(loss), net of tax | (68) | |||||||
Ending Balance at Sep. 30, 2019 | 2,467 | 7 | (499) | 14,229 | (11,263) | (86) | 2,388 | 79 |
Beginning Balance at Mar. 31, 2019 | 3,122 | 7 | (487) | 14,145 | (10,589) | (37) | 3,039 | 83 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (315) | (315) | (315) | |||||
Stock-based compensation | 41 | (10) | 51 | 41 | ||||
Other comprehensive income/(loss), net of tax | (40) | (40) | (40) | |||||
Ending Balance at Jun. 30, 2019 | 2,808 | 7 | (497) | 14,196 | (10,904) | (77) | 2,725 | 83 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (360) | (359) | (359) | (1) | ||||
Stock-based compensation | 31 | (2) | 33 | 31 | ||||
Other comprehensive income/(loss), net of tax | (13) | (9) | (9) | (4) | ||||
Change in noncontrolling interest, net of distributions and contributions | 1 | 1 | ||||||
Ending Balance at Sep. 30, 2019 | $ 2,467 | $ 7 | $ (499) | $ 14,229 | $ (11,263) | $ (86) | $ 2,388 | $ 79 |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Cash Flows [Abstract] | ||
Cash flows provided by operating activities | $ 865 | $ 692 |
Cash flows from investing activities | ||
Acquisition of Centaur, net of cash and restricted cash acquired | 0 | (1,578) |
Acquisitions of property and equipment, net of change in related payables | (618) | (342) |
Payments to acquire certain gaming rights | 0 | (10) |
Proceeds from the sale and maturity of investments | 11 | 30 |
Payments to acquire investments | (13) | (19) |
Other | 16 | 0 |
Cash flows used in investing activities | (604) | (1,919) |
Cash flows from financing activities | ||
Proceeds from long-term debt and revolving credit facilities | 0 | 1,167 |
Debt issuance costs and fees | 0 | (5) |
Repayments of long-term debt and revolving credit facilities | (398) | (1,116) |
Proceeds from sale-leaseback financing arrangement | 508 | |
Proceeds from the issuance of common stock | 41 | 4 |
Repurchase of common stock | 0 | (311) |
Taxes paid related to net share settlement of equity awards | (17) | (12) |
Financing obligation payments | (15) | (11) |
Contributions from noncontrolling interest owners | 0 | 20 |
Distributions to noncontrolling interest owners | (1) | 0 |
Cash flows provided by/(used in) financing activities | (390) | 244 |
Change in cash, cash equivalents, and restricted cash classified as held for sale | (5) | 0 |
Net decrease in cash, cash equivalents, and restricted cash | (134) | (983) |
Cash, cash equivalents, and restricted cash, beginning of period | 1,657 | 2,709 |
Cash, cash equivalents, and restricted cash, end of period | 1,523 | 1,726 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 853 | 782 |
Cash paid for income taxes | 5 | 5 |
Non-cash investing and financing activities: | ||
Change in accrued capital expenditures | 44 | 51 |
Deferred consideration for acquisition of Centaur | $ 0 | $ 66 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Organization CEC is primarily a holding company with no independent operations of its own. Caesars Entertainment operates the business primarily through its wholly owned subsidiaries CEOC, LLC (“CEOC LLC”) and Caesars Resort Collection, LLC (“CRC”). Caesars Entertainment operates a total of 54 properties in 14 U.S. states and five countries outside of the U.S., including 50 casino properties. Nine casinos are in Las Vegas, which represented 44% and 45% , respectively, of net revenues for the three and nine months ended September 30, 2019 . We lease certain real property assets from VICI Properties Inc. and/or its subsidiaries (“VICI”). Proposed Merger of Caesars Entertainment Corporation with Eldorado Resorts, Inc. On June 24, 2019, Caesars, Eldorado Resorts, Inc., a Nevada corporation (“Eldorado”), and Colt Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Eldorado (“Merger Sub”), entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Caesars (the “Merger”), with Caesars continuing as the surviving corporation and a direct wholly owned subsidiary of Eldorado. The transaction is expected to close in the first half of 2020. In connection with the Merger, Eldorado will change its name to Caesars Entertainment, Inc., subject to stockholder approval. Based on the terms and subject to the conditions set forth in the Merger Agreement, the aggregate consideration payable by Eldorado in respect of outstanding shares of common stock of Caesars (“Caesars Common Stock”) will be (a) an amount of cash equal to (i) the sum of (A) $8.40 plus (B) if the applicable closing conditions set forth in the Merger Agreement are not satisfied by March 25, 2020, an amount equal to $0.003333 for each day (provided that such amount will not be payable if the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated but (to the extent required) the consents of the holders of the CEC Convertible Notes (as defined below) have not been obtained) from March 25, 2020 until the closing date of the Merger (the “Closing Date”), multiplied by (ii) a number of shares of Caesars Common Stock (the “Aggregate Caesars Share Amount”) equal to (A) 682,161,838 (which includes 8,271,660 shares being held in escrow trust to satisfy unsecured claims pursuant to the Third Amended Joint Plan of Reorganization, filed with the U.S. Bankruptcy Court for the Northern District of Illinois in Chicago on January 13, 2017, at Docket No. 6318, which shares are not entitled to vote) plus (B) the number of shares of Caesars Common Stock issued after June 24, 2019 and prior to the effective time of the Merger pursuant to the exercise of certain equity awards issued under Caesars stock plans or conversion of the CEC Convertible Notes (the “Aggregate Cash Amount”); and (b) a number of shares of common stock of Eldorado (“Eldorado Common Stock”) equal to 0.0899 multiplied by the Aggregate Caesars Share Amount (the “Aggregate Eldorado Share Amount”). Each holder of shares of Caesars Common Stock will be entitled to elect to receive, for each share of Caesars Common Stock held by such holder, either an amount of cash or a number of shares of Eldorado Common Stock, with value (based on the Eldorado Common Stock VWAP, as defined below) equal to the Per Share Amount. The “Per Share Amount” is equal to (a) (i) the Aggregate Cash Amount, plus (ii) the product of (A) the Aggregate Eldorado Share Amount and (B) the volume weighted average price of a share of Eldorado Common Stock for a ten trading day period, starting with the opening of trading on the 11th trading day prior to the anticipated Closing Date to the closing of trading on the second to last trading day prior to the anticipated Closing Date (the “Eldorado Common Stock VWAP”), divided by (b) the Aggregate Caesars Share Amount. Elections by Caesars stockholders are subject to proration such that the aggregate amount of cash paid in exchange for outstanding shares of Caesars Common Stock in the Merger will not exceed the Aggregate Cash Amount and the aggregate number of shares of Eldorado Common Stock issued in exchange for shares of Caesars Common Stock in the Merger will not exceed the Aggregate Eldorado Share Amount. Based on the number of shares of Eldorado Common Stock and Caesars Common Stock, and the principal amount of the CEC Convertible Notes, outstanding as of September 27, 2019, and assuming the Merger occurred on that date, Caesars stockholders who receive shares of Eldorado Common Stock in exchange for their shares of Caesars Common Stock in the Merger and holders of the CEC Convertible Notes (assuming that all CEC Convertible Notes are converted immediately following consummation of the Merger into $8.40 in cash and 0.0899 shares of Eldorado Common Stock for each share of Caesars Common Stock into which such CEC Convertible Notes were convertible immediately prior to the Merger) would be issued an aggregate of approximately 76 million shares of Eldorado Common Stock and would hold approximately 49% , in the aggregate, of the issued and outstanding shares of Eldorado Common Stock. Outstanding options and other equity awards issued under Caesars’ stock plans will be treated in the manner set forth in the Merger Agreement. Upon completion of the Merger, any unexercised, vested, in-the-money stock options that are outstanding will be canceled in exchange for the Per Share Amount (or applicable portion thereof) in cash, reduced by the applicable exercise price. Unvested service-vesting stock options and restricted stock units will be converted into stock options and restricted stock units for Eldorado Common Stock and will retain their original vesting schedules. Performance-based stock options are expected to be canceled in connection with the consummation of the Merger. Performance stock units that are subject to total stockholder return performance-vesting conditions will be converted into performance stock units for Eldorado Common Stock and will continue to vest in accordance with their original terms, except the total stockholder return vesting conditions will be adjusted to be based on Eldorado’s total stockholder return performance. Performance stock units that are tied to earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDAR performance conditions will vest at closing and be exchanged for the Per Share Amount (or applicable portion thereof) in cash. For EBITDA- and EBITDAR-based performance stock units that are eligible to vest in respect of performance achieved during the year in which the closing occurs, such vesting will be based on performance of applicable goals through the end of the month prior to the close and extrapolated through the remainder of the performance period and for EBITDA- and EBITDAR-based performance stock units that are eligible to vest in respect of a performance period that has not yet commenced as of the Closing Date, such vesting will be based on target-level performance. The Merger Agreement contains customary representations and warranties by each of Caesars and Eldorado, and each party has agreed to customary covenants. Each of Eldorado’s and Caesars’ obligation to consummate the Merger is subject to the satisfaction or waiver of certain conditions, including among others, the expiration or termination of any applicable waiting period under the HSR Act, the receipt of required regulatory and stockholder approvals, conversion or certain amendments of, or another mutually agreed arrangement with respect to, the CEC Convertible Notes, and other customary closing conditions. The Merger Agreement also contains termination rights for each of Caesars and Eldorado under certain circumstances. If the Merger Agreement is terminated in certain circumstances relating to changes in the recommendation of the board of directors of Caesars in favor of the Merger, entry by Caesars into an alternative transaction or in certain circumstances following the failure of Caesars’ stockholders to approve the Merger, Caesars will be required to pay Eldorado a termination fee of approximately $418.4 million . If the Merger Agreement is terminated in certain circumstances relating to changes in the recommendation of the board of directors of Eldorado in favor of the issuance of shares of Eldorado common stock in the Merger or in certain circumstances following the failure of Eldorado’s stockholders to approve such issuance, then Eldorado will be required to pay Caesars a termination fee of approximately $154.9 million . In addition, each party will be obligated to reimburse the other party for expenses for an amount not to exceed $50.0 million if the Merger Agreement is terminated because of the obligated party’s failure to obtain the required approval of its stockholders (creditable against any termination fee that may subsequently be paid by such party). The Merger Agreement also provides that Eldorado will be obligated to pay a termination fee of approximately $836.8 million to Caesars if the Merger Agreement is terminated (i) due to a law or order relating to gaming or antitrust laws that prohibits or permanently enjoins the consummation of the transactions, (ii) because the required regulatory approvals were not obtained prior to June 24, 2020 (subject to extension to a date no later than December 24, 2020 pursuant to the Merger Agreement) or (iii) due to Eldorado willfully and materially breaching certain obligations with respect to the actions required to be taken by Eldorado to obtain required antitrust approvals. Under the terms of the Indenture governing the CEC Convertible Notes, prior to the effective time of the Merger, Caesars will also be required to enter into a supplemental indenture to provide for conversion of the CEC Convertible Notes at and after the effective time of the Merger into the weighted average, per share of Caesars Common Stock, of the types and amounts of the merger consideration received by holders of Caesars Common Stock who affirmatively make a merger consideration election (or, if no holders of Caesars Common Stock make such an election, the types and amounts of merger consideration actually received by such holders of Caesars Common Stock). On September 26, 2019, Eldorado and VICI entered into separate definitive Purchase and Sale Agreements (collectively, the “Real Estate Purchase Agreements”) to effect the purchase and sale of Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City for aggregate consideration of approximately $1.8 billion and an amendment to the terms of the existing CPLV and HLV single asset leases. In addition, following the closing of the transaction, which will result in a combination of these existing leases into a new Las Vegas master lease and an increase of approximately $99 million in the annual rent payment on the Las Vegas master lease, resulting in proceeds of approximately $1.4 billion , each subject to the consummation of the Merger, as well as certain customary closing conditions, including satisfactory due diligence reviews performed by VICI during a 90-day due diligence period and obtaining certain regulatory approvals, in each case as set forth in the Real Estate Purchase Agreements. Conditions to VICI’s acquisition of the land and real estate assets associated with Harrah’s New Orleans include, among others, certain amendments to the Harrah’s New Orleans lease and the Harrah’s New Orleans casino operating contract. On June 7, 2019, the Governor of the State of Louisiana signed into effect legislation that would enable a 30-year extension of the Harrah’s New Orleans casino operating contract to 2054, subject to Caesars’ compliance with certain requirements, including (i) a capital investment of $325 million by 2024 to improve the facility, add new restaurants and construct a new hotel, (ii) one-time “upfront” payments to the City of New Orleans and State of Louisiana totaling $25 million , (iii) additional one-time payments to the City of New Orleans and State of Louisiana totaling $40 million whether or not VICI purchases the leasehold interest in Harrah’s New Orleans, (iv) an annual payment to the Louisiana Gaming Control Board of $3.4 million in support of health research, subject to changes in the consumer price index, (v) an annual license payment to the Louisiana Gaming Control Board of $3 million starting in April 2022, (vi) an annual payment to the City of New Orleans of $6 million paid in quarterly installments, subject to changes in the consumer price index, and (vii) an increase in Caesars’ minimum annual state gaming tax payments from $60 million to $65 million starting in April 2022. Potential Divestitures We are considering divestiture opportunities of non-strategic assets and properties. If the completion of a sale is more likely than not to occur, we may recognize impairment charges for certain of our properties to the extent current expected proceeds are below our carrying value. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Basis of Presentation and Use of Estimates The accompanying unaudited consolidated condensed financial statements of Caesars have been prepared under the rules and regulations of the Securities and Exchange Commission applicable for interim periods, and therefore, do not include all information and footnotes necessary for complete financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). The results for the interim periods reflect all adjustments (consisting primarily of normal recurring adjustments) that management considers necessary for a fair presentation of financial position, results of operations, and cash flows. The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 2019 fiscal year. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. Management believes the accounting estimates are appropriate and reasonably determined. Actual amounts could differ from those estimates. In order to conform to the current year’s presentation, for the three and nine months ended September 30, 2018 , $7 million and $17 million , respectively, were reclassified from Direct operating expenses to Property, general, administrative, and other on our Statements of Operations with no effect on Net income/(loss) . Reportable Segments We view each property as an operating segment and aggregate all such properties into three regionally-focused reportable segments: (i) Las Vegas, (ii) Other U.S., and (iii) All Other, which is consistent with how we manage the business. See Note 16 . Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Balance Sheets that sum to amounts reported on the Statements of Cash Flows. (In millions) September 30, 2019 December 31, 2018 Cash and cash equivalents $ 1,313 $ 1,491 Restricted cash, current 137 115 Restricted cash, non-current 73 51 Total cash, cash equivalents, and restricted cash $ 1,523 $ 1,657 Consolidation of Subsidiaries and Variable Interest Entities Our consolidated financial statements include the accounts of Caesars Entertainment and its subsidiaries after elimination of all intercompany accounts and transactions. We consolidate all subsidiaries in which we have a controlling financial interest and 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 using the cost method. We review our investments for VIE consideration if a reconsideration event occurs to determine if the investment continues to qualify as a VIE. If we determine an investment no longer qualifies as a VIE, a gain or loss may be recognized upon deconsolidation. Consolidation of Korea Joint Venture CEC has a joint venture to acquire, develop, own, and operate a casino resort project in Incheon, South Korea (the “Korea JV”). We determined that the Korea JV is a VIE and CEC is the primary beneficiary, and therefore, we consolidate the Korea JV into our financial statements. As of September 30, 2019, the construction schedule for the project has been delayed and discussions regarding the project costs between us and our JV partner remain ongoing. In addition, the external debt financing by the Korea JV has also been delayed, which has impacted the timing of equity capital contributions by us, and our joint venture partner, in accordance with our joint venture agreement. We are currently in discussions with our joint venture partner regarding the project costs and financing plan for the project, as well as evaluating all of our options under the terms of the joint venture agreement. Possible outcomes include completing the project and related financing as originally budgeted, adding an additional equity partner, selling all, or part, of the parties’ ownership interest in the Korea JV, liquidating the joint venture or taking any other steps including those that we may agree with our joint venture partner. These possible outcomes could result in a material impairment of assets of the Korea JV and could also change our conclusion that we are the primary beneficiary of the joint venture, which could result in a material charge upon deconsolidating the joint venture. As reported by the joint venture, and consolidated in our financial statements, total net assets of $130 million as of September 30, 2019, was primarily composed of property and equipment valued on a cost basis, net of construction payable, of which we have a 50% interest. Emerald Resort & Casino, South Africa Disposition In May 2019, we entered into an agreement to sell Emerald Resort & Casino located in South Africa for total proceeds of approximately $47 million . We own 70% of this property while the remaining 30% is owned by local minority partners. Total cash proceeds for our 70% ownership and other adjustments total approximately $38 million . The transaction is expected to close in the fourth quarter of 2019, subject to regulatory approvals and other customary closing conditions, at which time any gain would be recognized. Emerald Resort & Casino is included in our All Other segment. The following table summarizes assets and liabilities classified as held for sale. (In millions) September 30, 2019 Cash and cash equivalents $ 5 Property and equipment, net 24 Goodwill 5 Intangible assets other than goodwill 10 Other 2 Assets held for sale $ 46 Current liabilities $ 4 Deferred credits and other liabilities 3 Liabilities held for sale included in Accrued expenses and other current liabilities $ 7 Rio All-Suite Hotel & Casino Disposition On September 20, 2019, Rio Properties, LLC, a subsidiary of CEC, (“Rio Properties”) entered into a Purchase and Sale Agreement and Joint Escrow Instructions with a company controlled by a principal of Imperial Companies LLC (“Imperial”), to effect the purchase and sale of certain assets of Rio All-Suite Hotel & Casino (“Rio”) for total proceeds of approximately $516 million (with an option for Imperial to use seller financing of $40 million ). CRC also executed a guaranty of certain obligations of Rio Properties (including post-closing obligations with respect to the lease described below). The transaction is expected to close in the fourth quarter of 2019, subject to other customary closing conditions. Upon closing, we will lease the property from Imperial for an initial term of two years at an initial annual rent amount of approximately $45 million and continue to operate the property subject to the terms and conditions of the lease. Imperial will have a one-time renewal option to extend the lease term for up to an additional twelve months for a maximum fee of approximately $7 million . We have recorded an impairment charge to the land and buildings within Property and Equipment, net for $380 million , which includes $6 million related to selling costs, during the quarter ended September 30, 2019 as the carrying value is higher than the fair value. Rio is included in our Las Vegas segment. The following table summarizes the assets classified as held for sale. (In millions) September 30, 2019 Intangible assets other than goodwill $ 11 Property and equipment, net 505 Fair value of assets held for sale 516 Estimated costs to sell (6 ) Assets held for sale $ 510 |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (the “FASB”) issued the following authoritative guidance amending the FASB Accounting Standards Codification (“ASC”). In 2019 , we adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , and all related amendments (see Note 7 ). Additionally, we adopted ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220) (see Note 14 ). The following ASUs were not effective as of September 30, 2019 : Previously Disclosed Collaborative Arrangements - ASU 2018-18 : Amended guidance makes targeted improvements to GAAP for collaborative arrangements including: (i) clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 when the collaborative arrangement participant is a customer in the context of a unit of account, (ii) adding unit-of-account guidance in ASC 808 to align with the guidance in ASC 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of ASC 606, and (iii) requiring that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under ASC 606 is precluded if the collaborative arrangement participant is not a customer. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied retrospectively to the date of initial application of ASC 606. An entity may elect to apply the amendments in this ASU retrospectively either to all contracts or only to contracts that are not completed at the date of initial application of ASC 606. An entity should disclose its election. An entity may elect to apply the practical expedient for contract modifications that is permitted for entities using the modified retrospective transition method in ASC 606. We are currently assessing the effect the adoption of this standard will have on our financial statements. Intangibles - Goodwill and Other - Internal-Use Software - ASU 2018-15 : Amended guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently assessing the effect the adoption of this standard will have on our financial statements. Fair Value Measurement - ASU 2018-13 : Amended guidance modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. We are currently assessing the effect the adoption of this standard will have on our financial statements. Financial Instruments - Credit Losses - ASU 2016-13 (amended through May 2019) : Amended guidance replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Amendments affect entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. Amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. An entity will apply the amendments in this ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The effect of a prospective transition approach is to maintain the same amortized cost basis before and after the effective date of this ASU. We are currently assessing the effect the adoption of this standard will have on our financial statements. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment (In millions) September 30, 2019 December 31, 2018 Land $ 4,217 $ 4,871 Buildings, riverboats, and leasehold and land improvements 11,916 12,243 Furniture, fixtures, and equipment 1,724 1,563 Construction in progress 606 406 Total property and equipment 18,463 19,083 Less: accumulated depreciation (3,475 ) (3,038 ) Total property and equipment, net $ 14,988 $ 16,045 Our property and equipment is 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. See Note 7 for further discussion of our leases. Depreciation Expense and Capitalized Interest Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2019 2018 2019 2018 Depreciation expense $ 238 $ 277 $ 690 $ 792 Capitalized interest 8 2 20 5 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes in Carrying Value of Goodwill and Other Intangible Assets Amortizing Intangible Assets Non-Amortizing Intangible Assets (In millions) Goodwill Other Balance as of December 31, 2018 $ 342 $ 4,044 $ 2,635 Amortization (53 ) — — Impairments — — (50 ) Other — (1 ) (3 ) Transferred to assets held for sale (1 ) (5 ) (20 ) Balance as of September 30, 2019 $ 288 $ 4,038 $ 2,562 Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill September 30, 2019 December 31, 2018 (Dollars in millions) Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Trade names and trademarks 1.3 $ 14 $ (7 ) $ 7 $ 14 $ (3 ) $ 11 Customer relationships 3.8 1,070 (803 ) 267 1,071 (756 ) 315 Contract rights 5.3 3 (2 ) 1 3 (2 ) 1 Gaming rights and other 4.7 43 (30 ) 13 43 (28 ) 15 $ 1,130 $ (842 ) 288 $ 1,131 $ (789 ) 342 Non-amortizing intangible assets Trademarks 776 790 Gaming rights 1,533 1,592 Caesars Rewards 253 253 2,562 2,635 Total intangible assets other than goodwill $ 2,850 $ 2,977 During the nine months ended September 30, 2019 , we recognized an impairment charge of $50 million related to gaming rights due to a decline in recent performance and downgraded expectations for future cash flows at the properties of our subsidiary Caesars Entertainment UK (“CEUK”). We used the “Excess Earnings Method” for estimating the fair value. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Items Measured at Fair Value on a Recurring Basis The following table shows the fair value of our financial assets and financial liabilities that are required to be measured at fair value as of the date shown: Estimated Fair Value (In millions) Balance Level 1 Level 2 Level 3 September 30, 2019 Assets Government bonds $ 17 $ — $ 17 $ — Total assets at fair value $ 17 $ — $ 17 $ — Liabilities Derivative instruments - interest rate swaps $ 85 $ — $ 85 $ — Derivative instruments - CEC Convertible Notes 758 — 758 — Disputed claims liability 50 — 50 — Total liabilities at fair value $ 893 $ — $ 893 $ — December 31, 2018 Assets Government bonds $ 15 $ — $ 15 $ — Derivative instruments - interest rate swaps 6 — 6 — Total assets at fair value $ 21 $ — $ 21 $ — Liabilities Derivative instruments - interest rate swaps $ 22 $ — $ 22 $ — Derivative instruments - CEC Convertible Notes 324 — 324 — Disputed claims liability 45 — 45 — Total liabilities at fair value $ 391 $ — $ 391 $ — Government Bonds Investments primarily consist of debt securities held by our captive insurance entities that are traded in active markets, have readily determined market values, and have maturity dates of greater than three months from the date of purchase. These investments primarily represent collateral for several escrow and trust agreements with third-party beneficiaries and are recorded in Deferred charges and other assets while a portion is included in Prepayments and other current assets in our Balance Sheets. Derivative Instruments We do not purchase or hold any derivative financial instruments for trading purposes. CEC Convertible Notes - Derivative Liability On October 6, 2017, CEC issued $1.1 billion aggregate principal amount of 5.00% convertible senior notes maturing in 2024 (the “CEC Convertible Notes”) pursuant to the Indenture, dated as of October 6, 2017. The CEC Convertible Notes are convertible at the option of holders into a number of shares of CEC common stock that is equal to approximately 0.139 shares of CEC common stock per $1.00 principal amount of CEC Convertible Notes, which is equal to an initial conversion price of $7.19 per share. If all the shares were issued on October 6, 2017, they would have represented approximately 17.9% of the shares of CEC common stock outstanding on a fully diluted basis. The holders of the CEC Convertible Notes can convert them at any time after issuance. CEC can convert the CEC Convertible Notes beginning in October 2020 if the last reported sale price of CEC common stock equals or exceeds 140% of the conversion price for the CEC Convertible Notes in effect on each of at least 20 trading days during any 30 consecutive trading day period. As of September 30, 2019, an immaterial amount of the CEC Convertible Notes were converted into shares of CEC common stock. An aggregate of 156 million shares of CEC common stock are issuable upon conversion of the CEC Convertible Notes, of which 151 million shares are net of amounts held by CEC. As of September 30, 2019, the remaining life of the CEC Convertible Notes is approximately 5 years . Management analyzed the conversion features for derivative accounting consideration under ASC Topic 815, Derivatives and Hedging , (“ASC 815”) and determined that the CEC Convertible Notes contain derivative features and qualify for derivative accounting. In accordance with ASC 815, CEC has bifurcated the conversion features of the CEC Convertible Notes and recorded a derivative liability. The CEC Convertible Notes derivative features are not designated as hedging instruments. The derivative features of the CEC Convertible Notes are carried on CEC’s Balance Sheets at fair value in Deferred credits and other liabilities. The derivative liability is marked-to-market each measurement period and the changes in fair value of a gain of $26 million and a loss of $434 million for the three and nine months ended September 30, 2019 , respectively, and a gain of $97 million and $282 million for the three and nine months ended September 30, 2018 , respectively, were recorded as components of Other income/(loss) in the Statements of Operations. The derivative liability associated with the CEC Convertible Notes will remain in effect until such time as the underlying convertible notes are exercised or terminated and the resulting derivative liability will be transitioned from a liability to equity as of such date. Valuation Methodology The CEC Convertible Notes have a face value of $1.1 billion , an initial term of 7 years, and a coupon rate of 5% . As of September 30, 2019 and December 31, 2018 , we estimated the fair value of the CEC Convertible Notes using a market-based approach that incorporated the value of both the straight debt and conversion feature of the notes. The valuation model incorporated actively traded prices of the CEC Convertible Notes as of the reporting date, the value of CEC’s equity into which these notes could convert, and assumptions regarding the incremental cost of borrowing for CEC. Since the key assumption used in the valuation model is the actively traded price of CEC Convertible Notes but the incremental cost of borrowing is an unobservable input, the fair value for the conversion features of the CEC Convertible Notes was classified as Level 2. Key Assumptions as of September 30, 2019 and December 31, 2018 : • Actively traded price of CEC Convertible Notes - $170.17 and $122.38 , respectively • Incremental cost of borrowing - 5.0% and 7.0% , respectively Interest Rate Swap Derivatives We use interest rate swaps to manage the mix of our debt between fixed and variable rate instruments. As of September 30, 2019 , we have entered into a total of ten interest rate swap agreements for notional amounts totaling $3.0 billion to fix the interest rate on variable rate debt. The interest rate swaps are designated as cash flow hedging instruments. The major terms of the interest rate swap agreements as of September 30, 2019 are as follows: Effective Date Notional Amount (In millions) Fixed Rate Paid Variable Rate Received as of September 30, 2019 Maturity Date 12/31/2018 250 2.274% 2.112% 12/31/2022 12/31/2018 200 2.828% 2.112% 12/31/2022 12/31/2018 600 2.739% 2.112% 12/31/2022 1/1/2019 250 2.153% 2.112% 12/31/2020 1/1/2019 250 2.196% 2.112% 12/31/2021 1/1/2019 400 2.788% 2.112% 12/31/2021 1/1/2019 200 2.828% 2.112% 12/31/2022 1/2/2019 250 2.172% 2.112% 12/31/2020 1/2/2019 200 2.731% 2.112% 12/31/2020 1/2/2019 400 2.707% 2.112% 12/31/2021 Valuation Methodology The estimated fair values of our interest rate swap derivative instruments are derived from market prices obtained from dealer quotes for similar, but not identical, assets or liabilities. Such quotes represent the estimated amounts we would receive or pay to terminate the contracts. The interest rate swap derivative instruments are included in Deferred credits and other liabilities on our Balance Sheets as of September 30, 2019 . 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 Impact 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 loss of $8 million and $69 million during the three and nine months ended September 30, 2019 , respectively, and a gain of $14 million and $31 million during the three and nine months ended September 30, 2018 , respectively. AOCI reclassified to Interest expense on the Statements of Operations was $3 million and $4 million for the three and nine months ended September 30, 2019 , respectively, and zero for each of the three and nine months ended September 30, 2018 . The estimated amount of existing 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 $28 million . Accumulated Other Comprehensive Income/(Loss) The changes in AOCI by component, net of tax, for the quarterly periods through September 30, 2019 and 2018 are shown below. (In millions) Unrealized Net Gains/(Losses) on Derivative Instruments Foreign Currency Translation Adjustments Other Total Balances as of December 31, 2018 $ (13 ) $ (9 ) $ (2 ) $ (24 ) Other comprehensive income/(loss) before reclassifications (17 ) 2 2 (13 ) Total other comprehensive income/(loss), net of tax (17 ) 2 2 (13 ) Balances as of March 31, 2019 $ (30 ) $ (7 ) $ — $ (37 ) Other comprehensive loss before reclassifications (36 ) (5 ) — (41 ) Amounts reclassified from accumulated other comprehensive loss 1 — — 1 Total other comprehensive loss, net of tax (35 ) (5 ) — (40 ) Balances as of June 30, 2019 $ (65 ) $ (12 ) $ — $ (77 ) Other comprehensive loss before reclassifications (6 ) (6 ) — (12 ) Amounts reclassified from accumulated other comprehensive loss 3 — — 3 Total other comprehensive loss, net of tax (3 ) (6 ) — (9 ) Balances as of September 30, 2019 $ (68 ) $ (18 ) $ — $ (86 ) Balances as of December 31, 2017 $ — $ 9 $ (3 ) $ 6 Other comprehensive income before reclassifications 4 1 4 9 Total other comprehensive income, net of tax 4 1 4 9 Balances as of March 31, 2018 $ 4 $ 10 $ 1 $ 15 Other comprehensive income/(loss) before reclassifications 9 (17 ) (3 ) (11 ) Total other comprehensive income/(loss), net of tax 9 (17 ) (3 ) (11 ) Balances as of June 30, 2018 $ 13 $ (7 ) $ (2 ) $ 4 Other comprehensive income before reclassifications 11 3 — 14 Total other comprehensive income, net of tax 11 3 — 14 Balances as of September 30, 2018 $ 24 $ (4 ) $ (2 ) $ 18 Disputed Claims Liability CEC and Caesars Entertainment Operating Company, Inc. (“CEOC”) deposited cash, CEC common stock, and CEC Convertible Notes into an escrow trust to be distributed to satisfy certain remaining unsecured claims (excluding debt claims) as they become allowed (see Note 8 ). We have estimated the fair value of the remaining liability of those claims. Based on the valuation methodology of the CEC Convertible Notes (see above), the fair value of the Disputed claims liability is classified as Level 2. The changes in fair value related to the disputed claims liability was a gain of $1 million and a loss of $14 million for the three and nine months ended September 30, 2019 , respectively, and income of $13 million and $39 million for the three and nine months ended September 30, 2018 , respectively, which were recorded as components of Other income/(loss) in the Statements of Operations. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases Adoption of New Lease Accounting Standard In February 2016, the FASB issued a new standard related to leases, ASU 2016-02, Leases (Topic 842) (“ASC 842”). We adopted the standard effective January 1, 2019, using the retrospective approach applied as of the beginning of the period of adoption. The Company elected to utilize the transition guidance within the new standard that permits us to (i) continue to report under legacy lease accounting guidance for comparative periods consistent with previously issued financial statements; and (ii) carryforward our prior conclusions about lease identification, lease classification, and initial direct costs. The most significant effects of adopting the new standard relate to the recognition of right-of-use (“ROU”) assets and liabilities for leases classified as operating leases when the Company is the lessee in the arrangement. Adopting the new standard did not affect our accounting related to leases when the Company is the lessor in the arrangement. We assess whether an arrangement is or contains a lease at the inception of the agreement. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term using an appropriate incremental borrowing rate, which is consistent with interest rates of similar financing arrangements based on the information available at the commencement date. Upon adoption, our ROU assets were also adjusted to include any prepaid lease payments and were reduced by any previously accrued lease liabilities. The terms of our leases used to determine the ROU asset and lease liability take into account options to extend when it is reasonably certain that we will exercise those options. Lease expense is recognized on a straight-line basis over the lease term. Additionally, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less. Effect of Adopting New Lease Standard - January 1, 2019 Balance Sheet (In millions) Prior to Adoption Effect of Adoption Post Adoption Property and equipment, net (1) $ 16,045 $ (96 ) $ 15,949 Deferred charges and other assets (2)(3) 383 480 863 Accrued expenses and other current liabilities (2) 1,217 33 1,250 Financing obligations (1) 10,057 (96 ) 9,961 Deferred credits and other liabilities (2)(3) 849 447 1,296 ____________________ (1) Non-operating land assets previously considered as failed sale-leaseback financing obligations were determined to qualify for sale-leaseback accounting under ASC 842 and are now recognized as operating lease liabilities with corresponding ROU assets. (2) Operating leases previously considered as off-balance sheet obligations are now recognized as operating lease liabilities with corresponding ROU assets. (3) Accruals associated with future obligations for leases not in use have been applied against the carrying amount of the ROU assets. Lessee Arrangements Operating Leases We lease real estate and equipment used in our operations from third parties. As of September 30, 2019 , the remaining term of our operating leases ranged from 1 to 72 years with various automatic extensions. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts. The following are additional details related to leases recorded on our Balance Sheet as of September 30, 2019 : (In millions) Balance Sheet Classification September 30, 2019 Assets Operating lease ROU assets (1) Deferred charges and other assets $ 453 Liabilities Current operating lease liabilities (1) Accrued expenses and other current liabilities 31 Non-current operating lease liabilities (1) Deferred credits and other liabilities 479 ____________________ (1) As noted above, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or liabilities for operating leases with terms of 12 months or less. Maturity of Lease Liabilities as of September 30, 2019 (In millions) Operating Leases Remaining 2019 $ 18 2020 70 2021 70 2022 64 2023 62 Thereafter 890 Total 1,174 Less: present value discount (664 ) Lease liability $ 510 Lease Costs Three Months Ended Nine Months Ended (In millions) September 30, 2019 Operating lease expense $ 17 $ 52 Short-term lease expense 31 80 Variable lease expense 4 10 Total lease costs $ 52 $ 142 Other Information (In millions) Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 51 Weighted-Average Details September 30, 2019 Weighted-average remaining lease term (in years) 21.8 Weighted-average discount rate 8.01 % Finance Leases We have finance leases for certain equipment. As of September 30, 2019 , our finance leases had remaining lease terms of up to 3 years, some of which include options to extend the lease terms in one month increments. Our finance lease ROU assets and liabilities were immaterial to our Financial Statements as of September 30, 2019 . Failed Sale-Leaseback Financing Obligations We lease certain real property assets from VICI (each a “Lease Agreement,” and, collectively, the “Lease Agreements”): (i) for Caesars Palace Las Vegas, (ii) for a portfolio of properties at various locations throughout the United States, (iii) for Harrah’s Joliet Hotel & Casino and (iv) for Harrah’s Las Vegas. The Lease Agreements provide for annual fixed rent (subject to escalation) of $773 million during an initial period, then rent consisting of both base rent and variable percentage rent elements. The Lease Agreements have a 15 -year initial term and four five-year renewal options, subject to certain restrictions on extension applicable to certain of the leased properties. The Lease Agreements include escalation provisions beginning in year two of the initial term and continuing through the renewal terms. The Lease Agreements also include provisions for contingent rental payments calculated, in part, based on increases or decreases of net revenue of the underlying lease properties, commencing in year eight of the initial term and continuing through the renewal terms. The Lease Agreements were evaluated as sale-leasebacks of real estate. We determined that these transactions did not qualify for sale-leaseback accounting, and we have accounted for each of the transactions as a financing. For these failed sale-leaseback transactions, we continue to reflect the real estate assets on our Balance Sheets in Property and equipment, net as if we were the legal owner, and we continue to recognize depreciation expense over their estimated useful lives. We do not recognize rent expense related to the Lease Agreements, but we have recorded a liability for the failed sale-leaseback obligations and the majority of the periodic lease payments are recognized as interest expense. In the initial periods, the majority of the cash payments are less than the interest expense recognized in the Statements of Operations, which causes the related failed sale-leaseback financing obligations to increase during the initial periods of the lease term. Annual Estimated Failed Sale-Leaseback Financing Obligation Service Requirements as of September 30, 2019 Remaining Years Ended December 31, (In millions) 2019 2020 2021 2022 2023 Thereafter Total Financing obligations - principal $ 5 $ 23 $ 26 $ 28 $ 33 $ 8,462 $ 8,577 Financing obligations - interest 193 777 788 799 814 25,556 28,927 Total financing obligation payments (1) $ 198 $ 800 $ 814 $ 827 $ 847 $ 34,018 $ 37,504 ____________________ (1) Financing obligation principal and interest payments are estimated amounts based on the future minimum lease payments and certain estimates based on contingent rental payments. Actual payments may differ from the estimates. Lessor Arrangements 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 and nine months ended September 30, 2019 , we recognized approximately $409 million and $1,202 million , respectively, in lease revenue related to lodging arrangements, which is included in Rooms revenue in the Statement 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 Food and beverage revenue in the Statement of Operations, and during the three and nine months ended September 30, 2019 , we recognized approximately $9 million and $36 million , respectively, in lease revenue related to conventions. Real Estate Operating Leases We enter into long-term real estate leasing arrangements with third-party lessees at our properties. As of September 30, 2019 , the remaining terms of these operating leases ranged from 1 to 86 years, some of which include options to extend the lease term for up to 5 years. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts. In addition, to maintain the value of our leased assets, certain leases include specific maintenance requirements of the lessees or maintenance is performed by the Company on behalf of the lessees. Maturity of Lease Receivables as of September 30, 2019 (In millions) Operating Leases Remaining 2019 $ 18 2020 70 2021 64 2022 57 2023 52 Thereafter 812 Total $ 1,073 |
Leases | Leases Adoption of New Lease Accounting Standard In February 2016, the FASB issued a new standard related to leases, ASU 2016-02, Leases (Topic 842) (“ASC 842”). We adopted the standard effective January 1, 2019, using the retrospective approach applied as of the beginning of the period of adoption. The Company elected to utilize the transition guidance within the new standard that permits us to (i) continue to report under legacy lease accounting guidance for comparative periods consistent with previously issued financial statements; and (ii) carryforward our prior conclusions about lease identification, lease classification, and initial direct costs. The most significant effects of adopting the new standard relate to the recognition of right-of-use (“ROU”) assets and liabilities for leases classified as operating leases when the Company is the lessee in the arrangement. Adopting the new standard did not affect our accounting related to leases when the Company is the lessor in the arrangement. We assess whether an arrangement is or contains a lease at the inception of the agreement. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term using an appropriate incremental borrowing rate, which is consistent with interest rates of similar financing arrangements based on the information available at the commencement date. Upon adoption, our ROU assets were also adjusted to include any prepaid lease payments and were reduced by any previously accrued lease liabilities. The terms of our leases used to determine the ROU asset and lease liability take into account options to extend when it is reasonably certain that we will exercise those options. Lease expense is recognized on a straight-line basis over the lease term. Additionally, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less. Effect of Adopting New Lease Standard - January 1, 2019 Balance Sheet (In millions) Prior to Adoption Effect of Adoption Post Adoption Property and equipment, net (1) $ 16,045 $ (96 ) $ 15,949 Deferred charges and other assets (2)(3) 383 480 863 Accrued expenses and other current liabilities (2) 1,217 33 1,250 Financing obligations (1) 10,057 (96 ) 9,961 Deferred credits and other liabilities (2)(3) 849 447 1,296 ____________________ (1) Non-operating land assets previously considered as failed sale-leaseback financing obligations were determined to qualify for sale-leaseback accounting under ASC 842 and are now recognized as operating lease liabilities with corresponding ROU assets. (2) Operating leases previously considered as off-balance sheet obligations are now recognized as operating lease liabilities with corresponding ROU assets. (3) Accruals associated with future obligations for leases not in use have been applied against the carrying amount of the ROU assets. Lessee Arrangements Operating Leases We lease real estate and equipment used in our operations from third parties. As of September 30, 2019 , the remaining term of our operating leases ranged from 1 to 72 years with various automatic extensions. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts. The following are additional details related to leases recorded on our Balance Sheet as of September 30, 2019 : (In millions) Balance Sheet Classification September 30, 2019 Assets Operating lease ROU assets (1) Deferred charges and other assets $ 453 Liabilities Current operating lease liabilities (1) Accrued expenses and other current liabilities 31 Non-current operating lease liabilities (1) Deferred credits and other liabilities 479 ____________________ (1) As noted above, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or liabilities for operating leases with terms of 12 months or less. Maturity of Lease Liabilities as of September 30, 2019 (In millions) Operating Leases Remaining 2019 $ 18 2020 70 2021 70 2022 64 2023 62 Thereafter 890 Total 1,174 Less: present value discount (664 ) Lease liability $ 510 Lease Costs Three Months Ended Nine Months Ended (In millions) September 30, 2019 Operating lease expense $ 17 $ 52 Short-term lease expense 31 80 Variable lease expense 4 10 Total lease costs $ 52 $ 142 Other Information (In millions) Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 51 Weighted-Average Details September 30, 2019 Weighted-average remaining lease term (in years) 21.8 Weighted-average discount rate 8.01 % Finance Leases We have finance leases for certain equipment. As of September 30, 2019 , our finance leases had remaining lease terms of up to 3 years, some of which include options to extend the lease terms in one month increments. Our finance lease ROU assets and liabilities were immaterial to our Financial Statements as of September 30, 2019 . Failed Sale-Leaseback Financing Obligations We lease certain real property assets from VICI (each a “Lease Agreement,” and, collectively, the “Lease Agreements”): (i) for Caesars Palace Las Vegas, (ii) for a portfolio of properties at various locations throughout the United States, (iii) for Harrah’s Joliet Hotel & Casino and (iv) for Harrah’s Las Vegas. The Lease Agreements provide for annual fixed rent (subject to escalation) of $773 million during an initial period, then rent consisting of both base rent and variable percentage rent elements. The Lease Agreements have a 15 -year initial term and four five-year renewal options, subject to certain restrictions on extension applicable to certain of the leased properties. The Lease Agreements include escalation provisions beginning in year two of the initial term and continuing through the renewal terms. The Lease Agreements also include provisions for contingent rental payments calculated, in part, based on increases or decreases of net revenue of the underlying lease properties, commencing in year eight of the initial term and continuing through the renewal terms. The Lease Agreements were evaluated as sale-leasebacks of real estate. We determined that these transactions did not qualify for sale-leaseback accounting, and we have accounted for each of the transactions as a financing. For these failed sale-leaseback transactions, we continue to reflect the real estate assets on our Balance Sheets in Property and equipment, net as if we were the legal owner, and we continue to recognize depreciation expense over their estimated useful lives. We do not recognize rent expense related to the Lease Agreements, but we have recorded a liability for the failed sale-leaseback obligations and the majority of the periodic lease payments are recognized as interest expense. In the initial periods, the majority of the cash payments are less than the interest expense recognized in the Statements of Operations, which causes the related failed sale-leaseback financing obligations to increase during the initial periods of the lease term. Annual Estimated Failed Sale-Leaseback Financing Obligation Service Requirements as of September 30, 2019 Remaining Years Ended December 31, (In millions) 2019 2020 2021 2022 2023 Thereafter Total Financing obligations - principal $ 5 $ 23 $ 26 $ 28 $ 33 $ 8,462 $ 8,577 Financing obligations - interest 193 777 788 799 814 25,556 28,927 Total financing obligation payments (1) $ 198 $ 800 $ 814 $ 827 $ 847 $ 34,018 $ 37,504 ____________________ (1) Financing obligation principal and interest payments are estimated amounts based on the future minimum lease payments and certain estimates based on contingent rental payments. Actual payments may differ from the estimates. Lessor Arrangements 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 and nine months ended September 30, 2019 , we recognized approximately $409 million and $1,202 million , respectively, in lease revenue related to lodging arrangements, which is included in Rooms revenue in the Statement 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 Food and beverage revenue in the Statement of Operations, and during the three and nine months ended September 30, 2019 , we recognized approximately $9 million and $36 million , respectively, in lease revenue related to conventions. Real Estate Operating Leases We enter into long-term real estate leasing arrangements with third-party lessees at our properties. As of September 30, 2019 , the remaining terms of these operating leases ranged from 1 to 86 years, some of which include options to extend the lease term for up to 5 years. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts. In addition, to maintain the value of our leased assets, certain leases include specific maintenance requirements of the lessees or maintenance is performed by the Company on behalf of the lessees. Maturity of Lease Receivables as of September 30, 2019 (In millions) Operating Leases Remaining 2019 $ 18 2020 70 2021 64 2022 57 2023 52 Thereafter 812 Total $ 1,073 |
Leases | Leases Adoption of New Lease Accounting Standard In February 2016, the FASB issued a new standard related to leases, ASU 2016-02, Leases (Topic 842) (“ASC 842”). We adopted the standard effective January 1, 2019, using the retrospective approach applied as of the beginning of the period of adoption. The Company elected to utilize the transition guidance within the new standard that permits us to (i) continue to report under legacy lease accounting guidance for comparative periods consistent with previously issued financial statements; and (ii) carryforward our prior conclusions about lease identification, lease classification, and initial direct costs. The most significant effects of adopting the new standard relate to the recognition of right-of-use (“ROU”) assets and liabilities for leases classified as operating leases when the Company is the lessee in the arrangement. Adopting the new standard did not affect our accounting related to leases when the Company is the lessor in the arrangement. We assess whether an arrangement is or contains a lease at the inception of the agreement. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term using an appropriate incremental borrowing rate, which is consistent with interest rates of similar financing arrangements based on the information available at the commencement date. Upon adoption, our ROU assets were also adjusted to include any prepaid lease payments and were reduced by any previously accrued lease liabilities. The terms of our leases used to determine the ROU asset and lease liability take into account options to extend when it is reasonably certain that we will exercise those options. Lease expense is recognized on a straight-line basis over the lease term. Additionally, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less. Effect of Adopting New Lease Standard - January 1, 2019 Balance Sheet (In millions) Prior to Adoption Effect of Adoption Post Adoption Property and equipment, net (1) $ 16,045 $ (96 ) $ 15,949 Deferred charges and other assets (2)(3) 383 480 863 Accrued expenses and other current liabilities (2) 1,217 33 1,250 Financing obligations (1) 10,057 (96 ) 9,961 Deferred credits and other liabilities (2)(3) 849 447 1,296 ____________________ (1) Non-operating land assets previously considered as failed sale-leaseback financing obligations were determined to qualify for sale-leaseback accounting under ASC 842 and are now recognized as operating lease liabilities with corresponding ROU assets. (2) Operating leases previously considered as off-balance sheet obligations are now recognized as operating lease liabilities with corresponding ROU assets. (3) Accruals associated with future obligations for leases not in use have been applied against the carrying amount of the ROU assets. Lessee Arrangements Operating Leases We lease real estate and equipment used in our operations from third parties. As of September 30, 2019 , the remaining term of our operating leases ranged from 1 to 72 years with various automatic extensions. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts. The following are additional details related to leases recorded on our Balance Sheet as of September 30, 2019 : (In millions) Balance Sheet Classification September 30, 2019 Assets Operating lease ROU assets (1) Deferred charges and other assets $ 453 Liabilities Current operating lease liabilities (1) Accrued expenses and other current liabilities 31 Non-current operating lease liabilities (1) Deferred credits and other liabilities 479 ____________________ (1) As noted above, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or liabilities for operating leases with terms of 12 months or less. Maturity of Lease Liabilities as of September 30, 2019 (In millions) Operating Leases Remaining 2019 $ 18 2020 70 2021 70 2022 64 2023 62 Thereafter 890 Total 1,174 Less: present value discount (664 ) Lease liability $ 510 Lease Costs Three Months Ended Nine Months Ended (In millions) September 30, 2019 Operating lease expense $ 17 $ 52 Short-term lease expense 31 80 Variable lease expense 4 10 Total lease costs $ 52 $ 142 Other Information (In millions) Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 51 Weighted-Average Details September 30, 2019 Weighted-average remaining lease term (in years) 21.8 Weighted-average discount rate 8.01 % Finance Leases We have finance leases for certain equipment. As of September 30, 2019 , our finance leases had remaining lease terms of up to 3 years, some of which include options to extend the lease terms in one month increments. Our finance lease ROU assets and liabilities were immaterial to our Financial Statements as of September 30, 2019 . Failed Sale-Leaseback Financing Obligations We lease certain real property assets from VICI (each a “Lease Agreement,” and, collectively, the “Lease Agreements”): (i) for Caesars Palace Las Vegas, (ii) for a portfolio of properties at various locations throughout the United States, (iii) for Harrah’s Joliet Hotel & Casino and (iv) for Harrah’s Las Vegas. The Lease Agreements provide for annual fixed rent (subject to escalation) of $773 million during an initial period, then rent consisting of both base rent and variable percentage rent elements. The Lease Agreements have a 15 -year initial term and four five-year renewal options, subject to certain restrictions on extension applicable to certain of the leased properties. The Lease Agreements include escalation provisions beginning in year two of the initial term and continuing through the renewal terms. The Lease Agreements also include provisions for contingent rental payments calculated, in part, based on increases or decreases of net revenue of the underlying lease properties, commencing in year eight of the initial term and continuing through the renewal terms. The Lease Agreements were evaluated as sale-leasebacks of real estate. We determined that these transactions did not qualify for sale-leaseback accounting, and we have accounted for each of the transactions as a financing. For these failed sale-leaseback transactions, we continue to reflect the real estate assets on our Balance Sheets in Property and equipment, net as if we were the legal owner, and we continue to recognize depreciation expense over their estimated useful lives. We do not recognize rent expense related to the Lease Agreements, but we have recorded a liability for the failed sale-leaseback obligations and the majority of the periodic lease payments are recognized as interest expense. In the initial periods, the majority of the cash payments are less than the interest expense recognized in the Statements of Operations, which causes the related failed sale-leaseback financing obligations to increase during the initial periods of the lease term. Annual Estimated Failed Sale-Leaseback Financing Obligation Service Requirements as of September 30, 2019 Remaining Years Ended December 31, (In millions) 2019 2020 2021 2022 2023 Thereafter Total Financing obligations - principal $ 5 $ 23 $ 26 $ 28 $ 33 $ 8,462 $ 8,577 Financing obligations - interest 193 777 788 799 814 25,556 28,927 Total financing obligation payments (1) $ 198 $ 800 $ 814 $ 827 $ 847 $ 34,018 $ 37,504 ____________________ (1) Financing obligation principal and interest payments are estimated amounts based on the future minimum lease payments and certain estimates based on contingent rental payments. Actual payments may differ from the estimates. Lessor Arrangements 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 and nine months ended September 30, 2019 , we recognized approximately $409 million and $1,202 million , respectively, in lease revenue related to lodging arrangements, which is included in Rooms revenue in the Statement 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 Food and beverage revenue in the Statement of Operations, and during the three and nine months ended September 30, 2019 , we recognized approximately $9 million and $36 million , respectively, in lease revenue related to conventions. Real Estate Operating Leases We enter into long-term real estate leasing arrangements with third-party lessees at our properties. As of September 30, 2019 , the remaining terms of these operating leases ranged from 1 to 86 years, some of which include options to extend the lease term for up to 5 years. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts. In addition, to maintain the value of our leased assets, certain leases include specific maintenance requirements of the lessees or maintenance is performed by the Company on behalf of the lessees. Maturity of Lease Receivables as of September 30, 2019 (In millions) Operating Leases Remaining 2019 $ 18 2020 70 2021 64 2022 57 2023 52 Thereafter 812 Total $ 1,073 |
Leases | Leases Adoption of New Lease Accounting Standard In February 2016, the FASB issued a new standard related to leases, ASU 2016-02, Leases (Topic 842) (“ASC 842”). We adopted the standard effective January 1, 2019, using the retrospective approach applied as of the beginning of the period of adoption. The Company elected to utilize the transition guidance within the new standard that permits us to (i) continue to report under legacy lease accounting guidance for comparative periods consistent with previously issued financial statements; and (ii) carryforward our prior conclusions about lease identification, lease classification, and initial direct costs. The most significant effects of adopting the new standard relate to the recognition of right-of-use (“ROU”) assets and liabilities for leases classified as operating leases when the Company is the lessee in the arrangement. Adopting the new standard did not affect our accounting related to leases when the Company is the lessor in the arrangement. We assess whether an arrangement is or contains a lease at the inception of the agreement. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term using an appropriate incremental borrowing rate, which is consistent with interest rates of similar financing arrangements based on the information available at the commencement date. Upon adoption, our ROU assets were also adjusted to include any prepaid lease payments and were reduced by any previously accrued lease liabilities. The terms of our leases used to determine the ROU asset and lease liability take into account options to extend when it is reasonably certain that we will exercise those options. Lease expense is recognized on a straight-line basis over the lease term. Additionally, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less. Effect of Adopting New Lease Standard - January 1, 2019 Balance Sheet (In millions) Prior to Adoption Effect of Adoption Post Adoption Property and equipment, net (1) $ 16,045 $ (96 ) $ 15,949 Deferred charges and other assets (2)(3) 383 480 863 Accrued expenses and other current liabilities (2) 1,217 33 1,250 Financing obligations (1) 10,057 (96 ) 9,961 Deferred credits and other liabilities (2)(3) 849 447 1,296 ____________________ (1) Non-operating land assets previously considered as failed sale-leaseback financing obligations were determined to qualify for sale-leaseback accounting under ASC 842 and are now recognized as operating lease liabilities with corresponding ROU assets. (2) Operating leases previously considered as off-balance sheet obligations are now recognized as operating lease liabilities with corresponding ROU assets. (3) Accruals associated with future obligations for leases not in use have been applied against the carrying amount of the ROU assets. Lessee Arrangements Operating Leases We lease real estate and equipment used in our operations from third parties. As of September 30, 2019 , the remaining term of our operating leases ranged from 1 to 72 years with various automatic extensions. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts. The following are additional details related to leases recorded on our Balance Sheet as of September 30, 2019 : (In millions) Balance Sheet Classification September 30, 2019 Assets Operating lease ROU assets (1) Deferred charges and other assets $ 453 Liabilities Current operating lease liabilities (1) Accrued expenses and other current liabilities 31 Non-current operating lease liabilities (1) Deferred credits and other liabilities 479 ____________________ (1) As noted above, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or liabilities for operating leases with terms of 12 months or less. Maturity of Lease Liabilities as of September 30, 2019 (In millions) Operating Leases Remaining 2019 $ 18 2020 70 2021 70 2022 64 2023 62 Thereafter 890 Total 1,174 Less: present value discount (664 ) Lease liability $ 510 Lease Costs Three Months Ended Nine Months Ended (In millions) September 30, 2019 Operating lease expense $ 17 $ 52 Short-term lease expense 31 80 Variable lease expense 4 10 Total lease costs $ 52 $ 142 Other Information (In millions) Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 51 Weighted-Average Details September 30, 2019 Weighted-average remaining lease term (in years) 21.8 Weighted-average discount rate 8.01 % Finance Leases We have finance leases for certain equipment. As of September 30, 2019 , our finance leases had remaining lease terms of up to 3 years, some of which include options to extend the lease terms in one month increments. Our finance lease ROU assets and liabilities were immaterial to our Financial Statements as of September 30, 2019 . Failed Sale-Leaseback Financing Obligations We lease certain real property assets from VICI (each a “Lease Agreement,” and, collectively, the “Lease Agreements”): (i) for Caesars Palace Las Vegas, (ii) for a portfolio of properties at various locations throughout the United States, (iii) for Harrah’s Joliet Hotel & Casino and (iv) for Harrah’s Las Vegas. The Lease Agreements provide for annual fixed rent (subject to escalation) of $773 million during an initial period, then rent consisting of both base rent and variable percentage rent elements. The Lease Agreements have a 15 -year initial term and four five-year renewal options, subject to certain restrictions on extension applicable to certain of the leased properties. The Lease Agreements include escalation provisions beginning in year two of the initial term and continuing through the renewal terms. The Lease Agreements also include provisions for contingent rental payments calculated, in part, based on increases or decreases of net revenue of the underlying lease properties, commencing in year eight of the initial term and continuing through the renewal terms. The Lease Agreements were evaluated as sale-leasebacks of real estate. We determined that these transactions did not qualify for sale-leaseback accounting, and we have accounted for each of the transactions as a financing. For these failed sale-leaseback transactions, we continue to reflect the real estate assets on our Balance Sheets in Property and equipment, net as if we were the legal owner, and we continue to recognize depreciation expense over their estimated useful lives. We do not recognize rent expense related to the Lease Agreements, but we have recorded a liability for the failed sale-leaseback obligations and the majority of the periodic lease payments are recognized as interest expense. In the initial periods, the majority of the cash payments are less than the interest expense recognized in the Statements of Operations, which causes the related failed sale-leaseback financing obligations to increase during the initial periods of the lease term. Annual Estimated Failed Sale-Leaseback Financing Obligation Service Requirements as of September 30, 2019 Remaining Years Ended December 31, (In millions) 2019 2020 2021 2022 2023 Thereafter Total Financing obligations - principal $ 5 $ 23 $ 26 $ 28 $ 33 $ 8,462 $ 8,577 Financing obligations - interest 193 777 788 799 814 25,556 28,927 Total financing obligation payments (1) $ 198 $ 800 $ 814 $ 827 $ 847 $ 34,018 $ 37,504 ____________________ (1) Financing obligation principal and interest payments are estimated amounts based on the future minimum lease payments and certain estimates based on contingent rental payments. Actual payments may differ from the estimates. Lessor Arrangements 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 and nine months ended September 30, 2019 , we recognized approximately $409 million and $1,202 million , respectively, in lease revenue related to lodging arrangements, which is included in Rooms revenue in the Statement 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 Food and beverage revenue in the Statement of Operations, and during the three and nine months ended September 30, 2019 , we recognized approximately $9 million and $36 million , respectively, in lease revenue related to conventions. Real Estate Operating Leases We enter into long-term real estate leasing arrangements with third-party lessees at our properties. As of September 30, 2019 , the remaining terms of these operating leases ranged from 1 to 86 years, some of which include options to extend the lease term for up to 5 years. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts. In addition, to maintain the value of our leased assets, certain leases include specific maintenance requirements of the lessees or maintenance is performed by the Company on behalf of the lessees. Maturity of Lease Receivables as of September 30, 2019 (In millions) Operating Leases Remaining 2019 $ 18 2020 70 2021 64 2022 57 2023 52 Thereafter 812 Total $ 1,073 |
Litigation, Contractual Commitm
Litigation, Contractual Commitments, and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Contractual Commitments, and Contingent Liabilities | Litigation, Contractual Commitments, and Contingent Liabilities Litigation Caesars is party to ordinary and routine litigation incidental to our business. We do not expect the outcome of any such litigation to have a material effect on our consolidated financial position, results of operations, or cash flows. Litigation Relating to the Merger On September 5, 2019, a complaint was filed against Caesars and each member of the Caesars’ board of directors (the “Caesars Board”) in the United States District Court for the District of Delaware. The lawsuit, captioned Stein v. Caesars Entertainment Corp., et al., Civil Action No. 1:19-cv-01656, alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder, and 17 C.F.R. § 244.100, against the defendants for allegedly disseminating a false and misleading proxy statement in connection with the Merger. The complaint alleges, among other things, that Caesars violated the securities laws by failing to disclose (i) certain information about the process leading up to the approval of the Merger by the Caesars Board; and (ii) certain financial information relating to the financial advisors’ analyses of the transaction. The plaintiff seeks (i) to enjoin the defendants from proceeding with, consummating or closing the Merger, unless and until Caesars discloses to its stockholders the allegedly material information discussed in the complaint, (ii) if the Merger is consummated, rescission of the Merger or rescissory damages and (iii) an accounting to plaintiff for all damages suffered as a result of defendants’ alleged wrongdoing. The plaintiff also seeks an award of costs and disbursements incurred in the action, including a reasonable allowance for expert fees and attorneys’ fees. On September 9, 2019, a class action complaint was filed against Caesars, each member of the Caesars Board, Eldorado and Merger Sub in the United States District Court for the District of Delaware. The lawsuit, captioned Palkon v. Caesars Entertainment Corp., et al., Civil Action No. 1:19-cv-01679, alleges violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, against the defendants for allegedly disseminating a false and misleading proxy statement in connection with the Merger. The complaint alleges, among other things, that Caesars and/or Eldorado violated the securities laws by failing to disclose (i) certain information about the process leading up to the approval of the Merger by the Caesars Board; (ii) certain financial information relating to the financial advisors’ analyses of the transaction; and (iii) certain information regarding potential conflicts of interest of the financial advisor. The plaintiff seeks, among other things, (i) to enjoin the defendants from proceeding with, consummating or closing the Merger, unless and until Caesars discloses to its stockholders the allegedly material information discussed in the complaint and (ii) if the Merger is consummated, rescission of the Merger or rescissory damages suffered as a result of defendants’ alleged wrongdoing. The plaintiff also seeks an award of costs incurred in the action, including a reasonable allowance for expert fees and attorneys’ fees. On September 11, 2019, a complaint was filed against Caesars and each member of the Caesars Board in the United States District Court for the District of New Jersey. The lawsuit, captioned Romaniuk v. Caesars Entertainment Corp., et al., Civil Action No. 1:19-cv-17871, alleges violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, against the defendants for allegedly disseminating a false and misleading proxy statement in connection with the Merger. The complaint alleges, among other things, that Caesars violated the securities laws by failing to disclose (i) certain information about the process leading up to the approval of the Merger by the Caesars Board; (ii) certain financial information relating to the financial advisors’ analyses of the transaction; and (iii) certain information regarding potential conflicts of interest of the financial advisor. The plaintiff seeks (i) to enjoin the defendants from proceeding with, consummating or closing the Merger, unless and until Caesars discloses to its stockholders the allegedly material information discussed in the complaint and (ii) if the Merger is consummated, rescission of the Merger or rescissory damages. The plaintiff also seeks an award of costs and expenses incurred in the action, including a reasonable allowance for expert fees and attorneys’ fees. On September 12, 2019, a class action complaint was filed against Caesars, each member of the Caesars Board and Eldorado in the United States District Court for the District of Delaware. The lawsuit, captioned Gershman v. Caesars Entertainment Corp., et al., Civil Action No. 1:19-cv-01720, alleges violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, against the defendants for allegedly disseminating a false and misleading proxy statement in connection with the Merger. The complaint alleges, among other things, that Caesars violated the securities laws by failing to (i) disclose certain information about the process leading up to the approval of the Merger by the Caesars Board; (ii) disclose certain financial information relating to the financial advisors’ analyses of the transaction; and (iii) obtain a proper valuation for Caesars. The plaintiff seeks (i) to enjoin the defendants from proceeding with filing an amendment to the Eldorado S-4 (as defined below) and consummating the Merger, unless and until Caesars discloses to its stockholders the allegedly material information discussed in the complaint and (ii) if the Merger is consummated, rescission of the Merger or rescissory damages. The plaintiff also seeks an award of costs and disbursements incurred in the action, including a reasonable allowance for expert fees and attorneys’ fees. On September 13, 2019, a class action complaint was filed against Caesars, each member of the Caesars Board and Eldorado in the Eighth Judicial District Court for Clark County, Nevada. The lawsuit, captioned Cazer v. Caesars Entertainment Corp., et al., Civil Action No. A-19-801900-C, asserts claims for breach of fiduciary duties against the Caesars Board and aiding and abetting breach of fiduciary duties against Caesars in connection with the Merger. The complaint alleges, among other things, that the members of the Caesars Board breached their fiduciary duties, and Caesars aided and abetted such breaches of fiduciary duties, by failing to disclose (i) certain information about the process leading up to the approval of the Merger by the Caesars Board; and (ii) certain financial information relating to the financial advisors’ analyses of the transaction. The plaintiff seeks (i) to compel the defendants to exercise their fiduciary duties to Caesars stockholders in connection with the Merger in accordance with the information discussed in the complaint and (ii) an accounting to plaintiff for all damages suffered as a result of defendants’ alleged wrongdoing. The plaintiff also seeks an award of costs and disbursements incurred in the action, including a reasonable allowance for expert fees and attorneys’ fees. Also on September 13, 2019, a complaint was filed against Caesars and each member of the Caesars Board in the United States District Court for the Southern District of New York. The lawsuit, captioned Biasi v. Caesars Entertainment Corp., et al., Civil Action No. 1:19-cv-08547, alleges violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and 17 C.F.R. § 229.1015, against the defendants for allegedly disseminating a false and misleading proxy statement in connection with the Merger. The complaint alleges, among other things, that Caesars violated the securities laws by failing to disclose (i) certain information about the process leading up to the approval of the Merger by the Caesars Board; (ii) certain financial information relating to the financial advisors’ analyses of the transaction; and (iii) certain information regarding potential conflicts of interest of the financial advisor. The plaintiff seeks (i) to enjoin the defendants from proceeding with the special meeting of Caesars’ stockholders to, among other things, adopt the Merger Agreement and consummating the Merger, unless and until Caesars discloses to its stockholders the allegedly material information discussed in the complaint and (ii) an accounting to plaintiff for all damages suffered as a result of defendants’ alleged wrongdoing. The plaintiff also seeks an award of costs and expenses incurred in the action, including reasonable expert fees and attorneys’ fees. On September 26, 2019, a complaint was filed against Caesars and each member of the Caesars Board in the United States District Court for the Southern District of New York. The lawsuit, captioned Marathon Capital LLC v. Caesars Entertainment Corp., et al., Civil Action No. 1:19-cv-08971, alleges violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, against the defendants for allegedly disseminating a false and misleading proxy statement in connection with the Merger. The complaint alleges, among other things, that Caesars violated the securities laws by failing to disclose (i) certain information about the process leading up to the approval of the Merger by the Caesars Board; and (ii) certain financial information relating to the financial advisors’ analyses of the transaction. The plaintiff seeks (i) to enjoin the defendants from proceeding with, consummating or closing the Merger, unless and until Caesars discloses to its stockholders the allegedly material information discussed in the complaint and (ii) if the Merger is consummated, rescission of the Merger or rescissory damages. The plaintiff also seeks an award of costs and expenses incurred in the action, including a reasonable allowance for expert fees and attorneys’ fees. On October 18, 2019, a complaint was filed against Caesars and each member of the Caesars Board in the United States District Court for the Southern District of New York. The lawsuit, captioned Yarbrough v. Caesars Entertainment Corp., et al., Case No. 1:19-cv-09650 (S.D.N.Y.), alleges violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, against the defendants for allegedly disseminating a false and misleading definitive registration statement in connection with the Merger. The complaint alleges, among other things, that Caesars violated the securities laws by failing to disclose material information regarding: (i) certain information about the process leading up to the approval of the Merger by the Caesars Board; and (ii) certain financial information relating to the financial advisors’ analyses of the transaction. The plaintiff seeks: (i) to enjoin the shareholder vote on the Merger or consummation of the Merger; and (ii) rescission of the Merger, to the extent it closes. The plaintiff also seeks an award of costs and disbursements incurred in the action, including a reasonable allowance for expert fees and attorneys’ fees. We believe the claims asserted in each of the above described complaints are without merit and intend to vigorously defend against them. Contractual Commitments During the nine months ended September 30, 2019 , we have not entered into any material contractual commitments outside of the ordinary course of business that have materially changed our contractual commitments as compared to December 31, 2018 . Exit Cost Accruals As of September 30, 2019 and December 31, 2018 , exit costs were included in Accrued expenses and other current liabilities and Deferred credits and other liabilities on the accompanying Balance Sheets for accruals related to the following: (In millions) Accrual Obligation End Date September 30, 2019 December 31, 2018 Future obligations under land lease agreements (1)(2) December 2092 $ — $ 43 Iowa greyhound pari-mutuel racing fund January 2022 25 33 Permanent closure of Alea Leeds (2) January 2032 — 10 Unbundling of electric service provided by NV Energy February 2024 52 58 Total $ 77 $ 144 ____________________ (1) Associated with the abandonment of a construction project near the Mississippi Gulf Coast. (2) As a result of the adoption of ASC 842, as of January 1, 2019, accruals associated with future obligations for leases not in use have been applied against the carrying amount of the ROU assets. See Note 7 . NV Energy In September 2017, we filed our final notice to proceed with our plan to exit the fully bundled sales system of NV Energy for our Nevada properties and purchase energy, capacity, and/or ancillary services from a provider other than NV Energy. The transition to unbundle electric service was completed in the first quarter of 2018 (the “Cease-Use Date”). As a result of our decision to exit, an order from the Public Utilities Commission of Nevada required that we pay an aggregate exit fee of $48 million , payable over three to six years . $31 million remained as an obligation at September 30, 2019 recorded in Accrued expenses and other current liabilities and Deferred credits and other liabilities on the Balance Sheets. For six years following the Cease-Use Date, we will also be required to make ongoing payments to NV Energy for non-bypassable rate charges, which primarily relate to each entity’s share of NV Energy’s portfolio of above-market renewable energy contracts and the costs of decommissioning and remediation of coal-fired power plants. As of the effective date of the transition, total fees to be incurred were $31 million , which were accrued at its present value in the first quarter of 2018. As of September 30, 2019 , $21 million remained as an obligation in Accrued expenses and other current liabilities and Deferred credits and other liabilities on the Balance Sheets. The amount will be adjusted in the future if actual fees incurred differ from our estimates. Sports Sponsorship/Partnership Obligations We have agreements with certain professional sports leagues and teams, sporting event facilities and sports television networks for tickets, suites, and advertising, marketing, promotional and sponsorship opportunities. As of September 30, 2019 , obligations related to these agreements were $260 million with commitments extending through 2034. Golf Course Use Agreement On October 6, 2017, certain golf course properties were sold to VICI and CEOC LLC entered into a golf course use agreement (the “Golf Course Use Agreement”) with VICI. We recorded an obligation which represents the $10 million annual payment obligation under the Golf Course Use Agreement which exceeds the fair value of services being received. As of September 30, 2019 , $144 million is recorded in Deferred credits and other liabilities. The obligation is being amortized using the effective interest method over the term of the Golf Course Use Agreement which continues through October 2052 (assuming all extension options are exercised). Payments towards the obligation have been $3 million and $8 million , for the three and nine months ended September 30, 2019 and were $3 million and $8 million for the three and nine months ended September 30, 2018 , respectively, and are reflected in Interest expense in our Statements of Operations. Separation Agreement On November 1, 2018, the Company announced that Mark P. Frissora, our former President and Chief Executive Officer, was leaving the Company. Subject to the terms of the separation agreement entered into between the Company and Mr. Frissora (as amended, the “Separation Agreement”), Mr. Frissora continued as President and Chief Executive Officer until his termination date of April 30, 2019 . In connection with his Separation Agreement, upon his termination date, Mr. Frissora vested in all unvested equity and cash awards (with vesting of performance stock units and options remaining subject to achievement of applicable targets and options generally exercisable for two years after vesting). As a result of the separation, a total of $32 million of accelerated compensation expense was recognized through his exit date of April 30, 2019, of which an amount less than a million and $13 million was recognized during the three and nine months ended September 30, 2019 , respectively. Voluntary Severance Program On October 10, 2019, in an effort towards achieving greater operational efficiency, the Company initiated a Voluntary Severance Program (“VSP”). The VSP was offered to non-property, US-based corporate employees in management roles, as defined by the program, excluding certain revenue focused departments. The process for eligible employees to volunteer and be accepted was completed on October 28, 2019 . We expect to record severance and stock compensation charges of up to $20 million during the fourth quarter related to this program. Contingent Liabilities Resolution of Disputed Claims As previously disclosed in our 2018 Annual Report, CEOC and certain of its U.S. subsidiaries (collectively, the “Debtors”) emerged from bankruptcy and consummated their reorganization pursuant to their third amended joint plan of reorganization (the “Reorganization Plan”) on October 6, 2017. Any unresolved claims filed in the bankruptcy cases will continue to be subject to the claims reconciliation process under the supervision of the Bankruptcy Court. The amounts submitted by claimants that remain unresolved total approximately $417 million . We estimate the fair value of these claims to be approximately $50 million as of September 30, 2019 , which is based on management’s estimate of the claim amounts that the Bankruptcy Court will ultimately allow and the fair value of the underlying CEC common stock and CEC Convertible Notes held in escrow for the purpose of resolving those claims. As of September 30, 2019 , approximately $48 million in cash, 8 million shares of CEC common stock, and $32 million in principal value of CEC Convertible Notes remain in the escrow trust for distribution to holders of disputed claims whose claims may ultimately become allowed. The CEC common stock and CEC Convertible Notes held in the escrow trust are treated as not outstanding in CEC’s Financial Statements. We estimate that the number of shares, cash, and CEC Convertible Notes reserved is sufficient to satisfy the Debtors’ obligations under the Reorganization Plan. Caesars United Kingdom UKGC Investigation In June 2019, the British Gambling Commission (the “Commission” or “UKGC”) informed CEUK that it was initiating a license review of its British properties. The review relates to certain potential inadequacies in implementation of the CEUK Anti-Money Laundering policies and in CEUK’s social responsibility policy and customer monitoring. CEC is taking all necessary steps to remedy issues identified in its own review and disclosed to the Commission. At the present time, we believe a regulatory settlement is probable and have recorded a liability of $7 million . Given the uncertainty of the review, we do not have a better estimate of the outcome of the review or the potential settlement at this time; however, it is possible we will incur a loss that is higher than what we have recorded and the Commission may limit, condition, restrict, revoke, or suspend CEUK’s licenses. Self-Insurance We are self-insured for workers compensation and other risk insurance, as well as health insurance. Our total estimated self-insurance liability was $175 million and $173 million , respectively, as of September 30, 2019 and December 31, 2018 . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt September 30, 2019 December 31, 2018 (Dollars in millions) Final Maturity Rates Face Value Book Value Book Value Secured debt CRC Revolving Credit Facility 2022 variable (1) $ — $ — $ 100 CRC Term Loan 2024 variable (2) 4,618 4,550 4,577 CEOC LLC Revolving Credit Facility 2022 variable (3) — — — CEOC LLC Term Loan 2024 variable (3) 1,224 1,222 1,483 Unsecured debt CEC Convertible Notes 2024 5.00% 1,083 1,083 1,083 CRC Notes 2025 5.25% 1,700 1,670 1,668 Special Improvement District Bonds 2037 4.30% 53 53 54 Total debt 8,678 8,578 8,965 Current portion of long-term debt (64 ) (64 ) (164 ) Long-term debt $ 8,614 $ 8,514 $ 8,801 Unamortized discounts and deferred finance charges $ 100 $ 110 Fair value $ 8,699 ____________________ (1) London Interbank Offered Rate (“LIBOR”) plus 2.13% . (2) LIBOR plus 2.75% . (3) LIBOR plus 2.00% . Annual Estimated Debt Service Requirements as of September 30, 2019 Remaining Years Ended December 31, (In millions) 2019 2020 2021 2022 2023 Thereafter Total Annual maturities of long-term debt $ 16 $ 64 $ 64 $ 64 $ 64 $ 8,406 $ 8,678 Estimated interest payments 160 440 420 390 370 460 2,240 Total debt service obligation (1) $ 176 $ 504 $ 484 $ 454 $ 434 $ 8,866 $ 10,918 ___________________ (1) Debt principal payments are estimated amounts based on maturity dates and borrowings under our revolving credit facilities, if any. Interest payments are estimated based on the forward-looking LIBOR curve and include the estimated impact of the ten interest rate swap agreements (see Note 6 ). Actual payments may differ from these estimates. Current Portion of Long-Term Debt The current portion of long-term debt as of September 30, 2019 and December 31, 2018 includes the principal payments on the term loans, other unsecured borrowings, and special improvement district bonds that are expected to be paid within 12 months. Borrowings under the revolving credit facilities are each subject to the provisions of the applicable credit facility agreements, which each have a contractual maturity of greater than one year. Amounts borrowed, if any, under the revolving credit facilities are intended to satisfy short-term liquidity needs and would be classified as current. As of September 30, 2019 , $50 million of our revolving credit facilities were committed to outstanding letters of credit. Fair Value The fair value of debt has been calculated primarily based on the borrowing rates available as of September 30, 2019 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 The Company may elect, at its option, to prepay any borrowings outstanding under the CEOC LLC Credit Agreement without premium or penalty (except with respect to any break funding payments which may be payable pursuant to the terms of the CEOC LLC Credit Agreement). On September 13, 2019 , we made a voluntary payment of $250 million toward the outstanding principal balance of our CEOC LLC Term Loan. Restrictive Covenants The CRC Credit Agreement, CEOC LLC Credit Agreement, as amended, and the indentures related to the CRC 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 ability of CRC and certain of its subsidiaries, and CEOC LLC and certain of its subsidiaries, respectively, to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions. The indenture related to the CEC Convertible Notes contains covenants including negative covenants, which, subject to certain exceptions, limit the Company’s 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 CEOC LLC Revolving Credit Facility include maximum first-priority net senior secured leverage ratio financial covenants of 6.35 :1 and 3.50 :1, respectively, which are applicable solely to the extent that certain testing conditions are satisfied. Guarantees The borrowings under the CRC Credit Agreement and CEOC LLC Credit Agreement, as amended, are guaranteed by the material, domestic, wholly owned subsidiaries of CRC and CEOC LLC, respectively, (subject to exceptions) and substantially all of the applicable existing and future property and assets of CRC or CEOC LLC, respectively, and their respective subsidiary guarantors serve as collateral for the respective borrowings. The CRC Notes are guaranteed on a senior unsecured basis by each wholly owned, domestic subsidiary of CRC that is a subsidiary guarantor with respect to the CRC Senior Secured Credit Facilities. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Share Repurchase Program On May 2, 2018, the Company announced that our Board of Directors authorized a Share Repurchase Program (the “Repurchase Program”) to repurchase up to $500 million of our common stock. On August 10, 2018, the Company announced that our Board of Directors increased its share repurchase authorization to $750 million of our common stock. Repurchases may be made at the Company’s discretion from time to time on the open market or in privately negotiated transactions. The Repurchase Program has no time limit, does not obligate the Company to make any repurchases, and may be suspended for periods or discontinued at any time. Any shares acquired are available for general corporate purposes. During the three and nine months ended September 30, 2018 , we repurchased approximately 28 million shares and 31 million shares, respectively, for approximately $280 million and $311 million , respectively under the program recorded in Treasury stock. During the nine months ended September 30, 2019 , there were no shares repurchased under the program. As of September 30, 2019 , the maximum dollar value that may still be purchased under the program was $439 million . Pursuant to the Merger Agreement, prior to the completion of the Merger or termination of the Merger Agreement, we may not, absent Eldorado’s prior written consent, repurchase shares of our common stock (subject to limited exceptions related to stock options or settlement of other awards and the CEC Convertible Notes). |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing the applicable income amounts by the weighted-average number of shares of common stock outstanding. Diluted EPS is computed by dividing the applicable income amounts by the sum of weighted-average number of shares of common stock outstanding and dilutive potential common stock. For a period in which Caesars generated a net loss, the weighted-average basic shares outstanding was used in calculating diluted loss per share because using diluted shares would have been anti-dilutive to loss per share. Basic and Dilutive Net Earnings Per Share Reconciliation Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2019 2018 2019 2018 Net income/(loss) attributable to Caesars $ (359 ) $ 110 $ (891 ) $ 105 Dilutive effect of CEC Convertible Notes, net of tax — 9 — — Adjusted net income/(loss) attributable to Caesars $ (359 ) $ 119 $ (891 ) $ 105 Weighted-average common shares outstanding - basic 678 681 674 692 Dilutive potential common shares: Stock-based compensation awards — 4 — 5 Dilutive potential common shares: CEC Convertible Notes — 150 — — Weighted-average common shares outstanding - diluted 678 835 674 697 Basic earnings/(loss) per share $ (0.53 ) $ 0.16 $ (1.32 ) $ 0.15 Diluted earnings/(loss) per share $ (0.53 ) $ 0.14 $ (1.32 ) $ 0.15 Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2019 2018 2019 2018 Stock-based compensation awards 18 1 22 1 CEC Convertible Notes 151 — 151 150 Total anti-dilutive common stock 169 1 173 151 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Receivables (In millions) September 30, 2019 December 31, 2018 Casino $ 184 $ 188 Food and beverage and rooms (1) 75 62 Entertainment and other 68 77 Contract receivables, net 327 327 Real estate leases 12 15 Other 107 115 Receivables, net $ 446 $ 457 ____________________ (1) As a result of the adoption of ASC 842, as of January 1, 2019, revenue generated from the lease components of lodging arrangements and conventions as well as their associated receivables are no longer considered contract revenue or contract receivables under ASC 606, Revenue from Contracts with Customers. A portion of this balance relates to lease receivables under ASC 842. See Note 7 for further details. Contract Liabilities (In millions) Caesars Rewards Customer Advance Deposits Total Balance as of June 30, 2019 (1) $ 71 $ 121 $ 192 Amount recognized during the period (2) (34 ) (158 ) (192 ) Amount accrued during the period 41 159 200 Balance as of September 30, 2019 (3) $ 78 $ 122 $ 200 ____________________ (1) Includes lodging arrangement and convention contract liabilities accounted for under ASC 842. See Note 7 for further details. (2) Includes $5 million for Caesars Rewards and $3 million for Customer Advances recognized from the June 30, 2019 Contract liability balances. (3) $8 million included within Deferred credits and other liabilities as of September 30, 2019 . Includes lodging arrangement and convention contract liabilities accounted for under ASC 842. See Note 7 for further details. (In millions) Caesars Rewards Customer Advance Deposits Total Balance as of December 31, 2018 (1) $ 66 $ 83 $ 149 Amount recognized during the period (2) (99 ) (457 ) (556 ) Amount accrued during the period 111 496 607 Balance as of September 30, 2019 (3) $ 78 $ 122 $ 200 ____________________ (1) $5 million included within Deferred credits and other liabilities as of December 31, 2018 . (2) Includes $30 million for Caesars Rewards and $65 million for Customer Advances recognized from the December 31, 2018 Contract liability balances. (3) $8 million included within Deferred credits and other liabilities as of September 30, 2019 . Includes lodging arrangement and convention contract liabilities accounted for under ASC 842. See Note 7 for further details. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We maintain long-term incentive plans for management, other personnel, and key service providers. The plans allow for granting stock-based compensation awards, based on CEC common stock (NASDAQ symbol “CZR”), including time-based and performance-based stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”), market-based stock units (“MSUs”), restricted stock awards, stock grants, or a combination of awards. Forfeitures are recognized in the period in which they occur. 2017 Performance Incentive Plan (“2017 PIP”) In 2019, the Company granted approximately 975 thousand PSUs that are scheduled to vest in three equal tranches over a three-year period. On each vesting date, recipients will receive between 0% and 200% of the granted PSUs in the form of CEC common stock based on the achievement of specified performance and service conditions. Based on the terms and conditions of the awards, the fair value of the PSUs was initially set equal to the quoted market price of our common stock on the date of grant. The grant date fair value is reassessed at each reporting date to reflect the market price of our common stock until a mutual understanding of the key terms and conditions of the awards between the Company and recipient is achieved. Also in 2019, the Company granted approximately 703 thousand MSUs that are scheduled to cliff vest in three years . On the vesting date, recipients will receive between 0% and 200% of the granted MSUs in the form of CEC common stock based on the achievement of specified market and service conditions. Based on the terms and conditions of the awards, the grant date fair value of the MSUs was determined using a Monte-Carlo simulation model. Key assumptions for the Monte-Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient. The effect of market conditions is considered in determining the grant date fair value, which is not subsequently revised based on actual performance. Composition of Stock-Based Compensation Expense Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2019 2018 2019 2018 Corporate expense $ 15 $ 13 $ 48 $ 41 Property, general, administrative, and other 4 4 14 14 Total stock-based compensation expense $ 19 $ 17 $ 62 $ 55 Outstanding at End of Period September 30, 2019 December 31, 2018 Quantity Wtd-Avg (1) Quantity Wtd-Avg (1) Stock options (2) 3,398,272 $ 13.68 8,360,365 $ 10.63 Restricted stock units (3) 11,335,211 11.12 13,455,092 11.51 Performance stock units (4) 1,574,182 11.66 1,466,183 6.79 Market-based stock units (5) 482,459 12.63 — — ____________________ (1) Represents weighted-average exercise price for stock options, weighted-average grant date fair value for RSUs, the price of CEC common stock as of the balance sheet date until a grant date is achieved for PSUs and the fair value of the MSUs determined using the Monte-Carlo simulation model. (2) During the nine months ended September 30, 2019 , there were no grants of stock options and 4.8 million stock options were exercised. (3) During the nine months ended September 30, 2019 , 5.2 million RSUs were granted under the 2017 PIP and 5.2 million RSUs vested. (4) During the nine months ended September 30, 2019 , 975 thousand PSUs were granted under the 2017 PIP and 549 thousand PSUs vested. (5) During the nine months ended September 30, 2019 , 703 thousand MSUs were granted under the 2017 PIP and 35 thousand MSUs vested. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income Tax Allocation Three Months Ended September 30, Nine Months Ended September 30, (Dollars in millions) 2019 2018 2019 2018 Loss before income taxes $ (382 ) $ — $ (1,004 ) $ (28 ) Income tax benefit $ 22 $ 111 $ 111 $ 134 Effective tax rate 5.8 % * 11.1 % 478.6 % ____________________ * Not meaningful. We classify reserves for tax uncertainties within Deferred credits and other liabilities on the Balance Sheets separate from any related income tax payable, which is also reported within Accrued expenses and other current liabilities, 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. The income tax benefit for the three and nine months ended September 30, 2019 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to losses from continuing operations not tax benefitted and nondeductible expenses. The income tax benefit for the nine months ended September 30, 2019 also differed from the expected income tax benefit based on the federal tax rate of 21% due to state deferred tax expense from the election to treat one of CEOC LLC’s subsidiaries as a corporation for federal and state income tax purposes, which was effective January 1, 2019. The income tax benefit for the three and nine months ended September 30, 2018 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to the deferred tax benefit from the partial release of the federal valuation allowance upon the acquisition of Centaur Holdings, LLC and the deferred tax benefit from revisions to the estimated deferred tax balances as of December 31, 2017 as a result of the Tax Cuts and Jobs Act (the U.S. federal government enacted a tax bill, H.R.1, An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018) (the “Tax Act”) offset by losses not tax benefitted and nondeductible expenses. In January 2019, we adopted ASU 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220) , which allows for a reclassification from accumulated other comprehensive income to retained earnings effectively eliminating the stranded tax effects resulting from the Tax Act. The adoption of this standard had no effect on our financial statements. We file income tax returns, including returns for our subsidiaries, with federal, state, and foreign jurisdictions. We are under regular and recurring audit by the Internal Revenue Service on open tax positions, and it is possible that the amount of the liability for unrecognized tax benefits could change during the next 12 months. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2019 2018 2019 2018 Transactions with Horseshoe Baltimore Management fees $ 2 $ 2 $ 7 $ 7 Allocated expenses 2 1 5 4 Transactions with Horseshoe Baltimore As of September 30, 2019 , our investment in Horseshoe Baltimore was 44.3% and was held as an equity method investment and considered to be a related party. These related party transactions include items such as casino management fees and the allocation of other general corporate expenses. A summary of the transactions with Horseshoe Baltimore is provided in the table above. Due from/to Affiliates Amounts due from or to affiliates for each counterparty represent the net receivable or payable as of the end of the reporting period primarily resulting from the transactions described above and are settled on a net basis by each counterparty in accordance with the legal and contractual restrictions governing transactions by and among Caesars’ consolidated entities. As of September 30, 2019 and December 31, 2018 , Due from affiliates, net was $22 million and $6 million , respectively, and represented transactions with Horseshoe Baltimore. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We view each property as an operating segment and aggregate such properties into three regionally-focused reportable segments: (i) Las Vegas, (ii) Other U.S. and (iii) All Other, which is consistent with how we manage the business. The results of each reportable segment presented below are consistent with the way management assesses these results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactions between reportable segments within Caesars. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources for the current year. Net revenues are presented disaggregated by category for contract revenues separate from other revenues by segment. “All Other” includes managed, international and other properties as well as parent and other adjustments to reconcile to consolidated Caesars results. Condensed Statements of Operations - By Segment Three Months Ended September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Casino $ 292 $ 781 $ 58 $ — $ 1,131 Food and beverage (1) 250 156 5 — 411 Rooms (1) 284 123 2 — 409 Management fees — — 16 (1 ) 15 Reimbursed management costs — 1 52 — 53 Entertainment and other 113 54 11 (1 ) 177 Total contract revenues 939 1,115 144 (2 ) 2,196 Real estate leases (2) 34 4 — — 38 Other revenues — — 2 — 2 Net revenues $ 973 $ 1,119 $ 146 $ (2 ) $ 2,236 Depreciation and amortization $ 121 $ 103 $ 31 $ — $ 255 Income/(loss) from operations (155 ) 194 (107 ) — (68 ) Interest expense (82 ) (143 ) (116 ) — (341 ) Other income/(loss) (3) — (2 ) 29 — 27 Income tax benefit (4) — — 22 — 22 Three Months Ended September 30, 2018 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Casino $ 249 $ 789 $ 64 $ — $ 1,102 Food and beverage 244 158 6 — 408 Rooms 271 124 — — 395 Management fees — (2 ) 18 — 16 Reimbursed management costs — 1 50 — 51 Entertainment and other 106 52 12 (2 ) 168 Total contract revenues 870 1,122 150 (2 ) 2,140 Other revenues 40 3 2 — 45 Net revenues $ 910 $ 1,125 $ 152 $ (2 ) $ 2,185 Depreciation and amortization $ 149 $ 129 $ 17 $ — $ 295 Income/(loss) from operations 141 172 (81 ) — 232 Interest expense (87 ) (137 ) (117 ) — (341 ) Other income (3) 4 — 105 — 109 Income tax benefit (4) — — 111 — 111 Condensed Statements of Operations - By Segment Nine Months Ended September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Casino $ 858 $ 2,293 $ 189 $ — $ 3,340 Food and beverage (1) 765 434 17 — 1,216 Rooms (1) 884 315 3 — 1,202 Management fees — — 46 (1 ) 45 Reimbursed management costs — 2 157 — 159 Entertainment and other 318 141 37 (3 ) 493 Total contract revenues 2,825 3,185 449 (4 ) 6,455 Real estate leases (2) 105 8 1 — 114 Other revenues — — 4 — 4 Net revenues $ 2,930 $ 3,193 $ 454 $ (4 ) $ 6,573 Depreciation and amortization $ 368 $ 312 $ 63 $ — $ 743 Income/(loss) from operations 336 468 (363 ) — 441 Interest expense (248 ) (428 ) (357 ) — (1,033 ) Other income/(loss) (3) 2 (1 ) (413 ) — (412 ) Income tax benefit (4) — — 111 — 111 Nine Months Ended September 30, 2018 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Casino $ 817 $ 2,143 $ 187 $ — $ 3,147 Food and beverage 731 431 20 — 1,182 Rooms 833 315 2 — 1,150 Management fees — — 49 (3 ) 46 Reimbursed management costs — 2 149 — 151 Entertainment and other 312 134 35 (4 ) 477 Total contract revenues 2,693 3,025 442 (7 ) 6,153 Other revenues 111 8 4 — 123 Net revenues $ 2,804 $ 3,033 $ 446 $ (7 ) $ 6,276 Depreciation and amortization $ 423 $ 371 $ 49 $ — $ 843 Income/(loss) from operations 535 389 (285 ) — 639 Interest expense (245 ) (414 ) (346 ) — (1,005 ) Other income (3) 4 2 332 — 338 Income tax benefit (4) — — 134 — 134 ____________________ (1) As a result of the adoption of ASC 842, as of January 1, 2019, revenue generated from the lease components of lodging arrangements and conventions are no longer considered contract revenue under ASC 606, Revenue from Contracts with Customers. A portion of these balances relate to lease revenues under ASC 842. See Note 7 for further details. (2) Real estate leases revenue includes $13 million and $42 million of variable rental income for the three and nine months ended September 30, 2019 , respectively. (3) Amounts include changes in fair value of the derivative liability related to the conversion option of the CEC Convertible Notes and the disputed claims liability as well as interest and dividend income. (4) Taxes are recorded at the consolidated level and not estimated or recorded to our Las Vegas and Other U.S. segments. Adjusted EBITDA - By Segment 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 expense, net of interest capitalized and interest income, (ii) income tax (benefit)/provision, (iii) depreciation and amortization, and (iv) certain items that we do not consider indicative of its ongoing operating performance at an operating property level. Included in Adjusted EBITDA is property rent expense of $3 million and $9 million for the three and nine months ended September 30, 2019 , respectively, related to certain land parcels leased from VICI. 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 non-GAAP 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 September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Net income/(loss) attributable to Caesars $ (237 ) $ 49 $ (171 ) $ — $ (359 ) Net loss attributable to noncontrolling interests — — (1 ) — (1 ) Income tax benefit (1) — — (22 ) — (22 ) Other (income)/loss (2) — 2 (29 ) — (27 ) Interest expense 82 143 116 — 341 Depreciation and amortization 121 103 31 — 255 Impairment of tangible and other intangible assets 380 — — — 380 Other operating costs (3) 7 4 22 — 33 Stock-based compensation expense 2 2 15 — 19 Other items (4) 1 — 15 — 16 Adjusted EBITDA $ 356 $ 303 $ (24 ) $ — $ 635 Three Months Ended September 30, 2018 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Net income attributable to Caesars $ 58 $ 35 $ 17 $ — $ 110 Net income attributable to noncontrolling interests — — 1 — 1 Income tax benefit (1) — — (111 ) — (111 ) Other income (2) (4 ) — (105 ) — (109 ) Interest expense 87 137 117 — 341 Depreciation and amortization 149 129 17 — 295 Other operating costs (3) 13 6 11 (1 ) 29 Stock-based compensation expense 2 2 13 — 17 Other items (4) 2 1 23 1 27 Adjusted EBITDA $ 307 $ 310 $ (17 ) $ — $ 600 Nine Months Ended September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Net income/(loss) attributable to Caesars $ 90 $ 39 $ (1,020 ) $ — $ (891 ) Net loss attributable to noncontrolling interests — — (2 ) — (2 ) Income tax benefit (1) — — (111 ) — (111 ) Other (income)/loss (2) (2 ) 1 413 — 412 Interest expense 248 428 357 — 1,033 Depreciation and amortization 368 312 63 — 743 Impairment of tangible and other intangible assets 380 — 50 — 430 Other operating costs (3) 12 16 58 — 86 Stock-based compensation expense 6 7 49 — 62 Other items (4) 3 2 55 — 60 Adjusted EBITDA $ 1,105 $ 805 $ (88 ) $ — $ 1,822 Nine Months Ended September 30, 2018 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Net income/(loss) attributable to Caesars $ 294 $ (24 ) $ (165 ) $ — $ 105 Net income attributable to noncontrolling interests — 1 — — 1 Income tax benefit (1) — — (134 ) — (134 ) Other income (2) (4 ) (2 ) (332 ) — (338 ) Interest expense 245 414 346 — 1,005 Depreciation and amortization 423 371 49 — 843 Other operating costs (3) 42 13 73 — 128 Stock-based compensation expense 6 7 42 — 55 Other items (4) 5 4 67 — 76 Adjusted EBITDA $ 1,011 $ 784 $ (54 ) $ — $ 1,741 ____________________ (1) Taxes are recorded at the consolidated level and not estimated or recorded to our Las Vegas and Other U.S. segments. (2) Amounts include changes in fair value of the derivative liability related to the conversion option of the CEC Convertible Notes and the disputed claims liability as well as interest and dividend income. (3) Amounts primarily represent costs incurred in connection with development activities and reorganization activities, and/or recoveries associated with such items, including acquisition and integration costs, contract exit fees including exiting the fully bundled sales system of NV Energy for electric service at our Nevada properties, lease termination costs (2018 only), weather related property closure costs, severance costs, gains and losses on asset sales, demolition costs primarily at our Las Vegas properties for renovations, and project opening costs. (4) Amounts include other add-backs and deductions to arrive at Adjusted EBITDA but not separately identified such as professional and consulting services, sign-on and retention bonuses, business optimization expenses and transformation expenses, severance and relocation costs, litigation awards and settlements. Condensed Balance Sheets - By Segment September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Total assets $ 13,567 $ 8,627 $ 6,411 $ (3,130 ) $ 25,475 Total liabilities 5,799 5,785 11,434 (10 ) 23,008 December 31, 2018 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Total assets $ 13,987 $ 8,565 $ 6,046 $ (2,823 ) $ 25,775 Total liabilities 5,730 5,143 11,267 297 22,437 |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying unaudited consolidated condensed financial statements of Caesars have been prepared under the rules and regulations of the Securities and Exchange Commission applicable for interim periods, and therefore, do not include all information and footnotes necessary for complete financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). The results for the interim periods reflect all adjustments (consisting primarily of normal recurring adjustments) that management considers necessary for a fair presentation of financial position, results of operations, and cash flows. The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 2019 fiscal year. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. Management believes the accounting estimates are appropriate and reasonably determined. Actual amounts could differ from those estimates. |
Consolidation of Subsidiaries and Variable Interest Entities | Consolidation of Subsidiaries and Variable Interest Entities Our consolidated financial statements include the accounts of Caesars Entertainment and its subsidiaries after elimination of all intercompany accounts and transactions. We consolidate all subsidiaries in which we have a controlling financial interest and 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 using the cost method. We review our investments for VIE consideration if a reconsideration event occurs to determine if the investment continues to qualify as a VIE. If we determine an investment no longer qualifies as a VIE, a gain or loss may be recognized upon deconsolidation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (the “FASB”) issued the following authoritative guidance amending the FASB Accounting Standards Codification (“ASC”). In 2019 , we adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , and all related amendments (see Note 7 ). Additionally, we adopted ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220) (see Note 14 ). The following ASUs were not effective as of September 30, 2019 : Previously Disclosed Collaborative Arrangements - ASU 2018-18 : Amended guidance makes targeted improvements to GAAP for collaborative arrangements including: (i) clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 when the collaborative arrangement participant is a customer in the context of a unit of account, (ii) adding unit-of-account guidance in ASC 808 to align with the guidance in ASC 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of ASC 606, and (iii) requiring that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under ASC 606 is precluded if the collaborative arrangement participant is not a customer. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied retrospectively to the date of initial application of ASC 606. An entity may elect to apply the amendments in this ASU retrospectively either to all contracts or only to contracts that are not completed at the date of initial application of ASC 606. An entity should disclose its election. An entity may elect to apply the practical expedient for contract modifications that is permitted for entities using the modified retrospective transition method in ASC 606. We are currently assessing the effect the adoption of this standard will have on our financial statements. Intangibles - Goodwill and Other - Internal-Use Software - ASU 2018-15 : Amended guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently assessing the effect the adoption of this standard will have on our financial statements. Fair Value Measurement - ASU 2018-13 : Amended guidance modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. We are currently assessing the effect the adoption of this standard will have on our financial statements. Financial Instruments - Credit Losses - ASU 2016-13 (amended through May 2019) : Amended guidance replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Amendments affect entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. Amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. An entity will apply the amendments in this ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The effect of a prospective transition approach is to maintain the same amortized cost basis before and after the effective date of this ASU. We are currently assessing the effect the adoption of this standard will have on our financial statements. In February 2016, the FASB issued a new standard related to leases, ASU 2016-02, Leases (Topic 842) (“ASC 842”). We adopted the standard effective January 1, 2019, using the retrospective approach applied as of the beginning of the period of adoption. The Company elected to utilize the transition guidance within the new standard that permits us to (i) continue to report under legacy lease accounting guidance for comparative periods consistent with previously issued financial statements; and (ii) carryforward our prior conclusions about lease identification, lease classification, and initial direct costs. The most significant effects of adopting the new standard relate to the recognition of right-of-use (“ROU”) assets and liabilities for leases classified as operating leases when the Company is the lessee in the arrangement. Adopting the new standard did not affect our accounting related to leases when the Company is the lessor in the arrangement. |
Leases | We assess whether an arrangement is or contains a lease at the inception of the agreement. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term using an appropriate incremental borrowing rate, which is consistent with interest rates of similar financing arrangements based on the information available at the commencement date. Upon adoption, our ROU assets were also adjusted to include any prepaid lease payments and were reduced by any previously accrued lease liabilities. The terms of our leases used to determine the ROU asset and lease liability take into account options to extend when it is reasonably certain that we will exercise those options. Lease expense is recognized on a straight-line basis over the lease term. Additionally, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less. |
Segment Reporting | We view each property as an operating segment and aggregate such properties into three regionally-focused reportable segments: (i) Las Vegas, (ii) Other U.S. and (iii) All Other, which is consistent with how we manage the business. The results of each reportable segment presented below are consistent with the way management assesses these results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactions between reportable segments within Caesars. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources for the current year. Net revenues are presented disaggregated by category for contract revenues separate from other revenues by segment. “All Other” includes managed, international and other properties as well as parent and other adjustments to reconcile to consolidated Caesars results. |
Basis of Presentation and Pri_3
Basis of Presentation and Principles of Consolidation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Balance Sheets that sum to amounts reported on the Statements of Cash Flows. (In millions) September 30, 2019 December 31, 2018 Cash and cash equivalents $ 1,313 $ 1,491 Restricted cash, current 137 115 Restricted cash, non-current 73 51 Total cash, cash equivalents, and restricted cash $ 1,523 $ 1,657 |
Schedule of restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Balance Sheets that sum to amounts reported on the Statements of Cash Flows. (In millions) September 30, 2019 December 31, 2018 Cash and cash equivalents $ 1,313 $ 1,491 Restricted cash, current 137 115 Restricted cash, non-current 73 51 Total cash, cash equivalents, and restricted cash $ 1,523 $ 1,657 |
Schedule of assets and liabilities | The following table summarizes the assets classified as held for sale. (In millions) September 30, 2019 Intangible assets other than goodwill $ 11 Property and equipment, net 505 Fair value of assets held for sale 516 Estimated costs to sell (6 ) Assets held for sale $ 510 (In millions) September 30, 2019 Cash and cash equivalents $ 5 Property and equipment, net 24 Goodwill 5 Intangible assets other than goodwill 10 Other 2 Assets held for sale $ 46 Current liabilities $ 4 Deferred credits and other liabilities 3 Liabilities held for sale included in Accrued expenses and other current liabilities $ 7 As of September 30, 2019 and December 31, 2018 , exit costs were included in Accrued expenses and other current liabilities and Deferred credits and other liabilities on the accompanying Balance Sheets for accruals related to the following: (In millions) Accrual Obligation End Date September 30, 2019 December 31, 2018 Future obligations under land lease agreements (1)(2) December 2092 $ — $ 43 Iowa greyhound pari-mutuel racing fund January 2022 25 33 Permanent closure of Alea Leeds (2) January 2032 — 10 Unbundling of electric service provided by NV Energy February 2024 52 58 Total $ 77 $ 144 ____________________ (1) Associated with the abandonment of a construction project near the Mississippi Gulf Coast. (2) As a result of the adoption of ASC 842, as of January 1, 2019, accruals associated with future obligations for leases not in use have been applied against the carrying amount of the ROU assets. See Note 7 . |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | (In millions) September 30, 2019 December 31, 2018 Land $ 4,217 $ 4,871 Buildings, riverboats, and leasehold and land improvements 11,916 12,243 Furniture, fixtures, and equipment 1,724 1,563 Construction in progress 606 406 Total property and equipment 18,463 19,083 Less: accumulated depreciation (3,475 ) (3,038 ) Total property and equipment, net $ 14,988 $ 16,045 |
Depreciation Expense and Capitalized Interest | Depreciation Expense and Capitalized Interest Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2019 2018 2019 2018 Depreciation expense $ 238 $ 277 $ 690 $ 792 Capitalized interest 8 2 20 5 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying value of goodwill and other intangible assets | Changes in Carrying Value of Goodwill and Other Intangible Assets Amortizing Intangible Assets Non-Amortizing Intangible Assets (In millions) Goodwill Other Balance as of December 31, 2018 $ 342 $ 4,044 $ 2,635 Amortization (53 ) — — Impairments — — (50 ) Other — (1 ) (3 ) Transferred to assets held for sale (1 ) (5 ) (20 ) Balance as of September 30, 2019 $ 288 $ 4,038 $ 2,562 |
Schedule of gross carrying value and accumulated amortization of finite-lived intangible assets other than goodwill | Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill September 30, 2019 December 31, 2018 (Dollars in millions) Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Trade names and trademarks 1.3 $ 14 $ (7 ) $ 7 $ 14 $ (3 ) $ 11 Customer relationships 3.8 1,070 (803 ) 267 1,071 (756 ) 315 Contract rights 5.3 3 (2 ) 1 3 (2 ) 1 Gaming rights and other 4.7 43 (30 ) 13 43 (28 ) 15 $ 1,130 $ (842 ) 288 $ 1,131 $ (789 ) 342 Non-amortizing intangible assets Trademarks 776 790 Gaming rights 1,533 1,592 Caesars Rewards 253 253 2,562 2,635 Total intangible assets other than goodwill $ 2,850 $ 2,977 |
Schedule of gross carrying value and accumulated amortization of indefinite-lived intangible assets other than goodwill | Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill September 30, 2019 December 31, 2018 (Dollars in millions) Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Trade names and trademarks 1.3 $ 14 $ (7 ) $ 7 $ 14 $ (3 ) $ 11 Customer relationships 3.8 1,070 (803 ) 267 1,071 (756 ) 315 Contract rights 5.3 3 (2 ) 1 3 (2 ) 1 Gaming rights and other 4.7 43 (30 ) 13 43 (28 ) 15 $ 1,130 $ (842 ) 288 $ 1,131 $ (789 ) 342 Non-amortizing intangible assets Trademarks 776 790 Gaming rights 1,533 1,592 Caesars Rewards 253 253 2,562 2,635 Total intangible assets other than goodwill $ 2,850 $ 2,977 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of estimated fair value | The following table shows the fair value of our financial assets and financial liabilities that are required to be measured at fair value as of the date shown: Estimated Fair Value (In millions) Balance Level 1 Level 2 Level 3 September 30, 2019 Assets Government bonds $ 17 $ — $ 17 $ — Total assets at fair value $ 17 $ — $ 17 $ — Liabilities Derivative instruments - interest rate swaps $ 85 $ — $ 85 $ — Derivative instruments - CEC Convertible Notes 758 — 758 — Disputed claims liability 50 — 50 — Total liabilities at fair value $ 893 $ — $ 893 $ — December 31, 2018 Assets Government bonds $ 15 $ — $ 15 $ — Derivative instruments - interest rate swaps 6 — 6 — Total assets at fair value $ 21 $ — $ 21 $ — Liabilities Derivative instruments - interest rate swaps $ 22 $ — $ 22 $ — Derivative instruments - CEC Convertible Notes 324 — 324 — Disputed claims liability 45 — 45 — Total liabilities at fair value $ 391 $ — $ 391 $ — |
Schedule of major terms of interest rate swap agreements | The major terms of the interest rate swap agreements as of September 30, 2019 are as follows: Effective Date Notional Amount (In millions) Fixed Rate Paid Variable Rate Received as of September 30, 2019 Maturity Date 12/31/2018 250 2.274% 2.112% 12/31/2022 12/31/2018 200 2.828% 2.112% 12/31/2022 12/31/2018 600 2.739% 2.112% 12/31/2022 1/1/2019 250 2.153% 2.112% 12/31/2020 1/1/2019 250 2.196% 2.112% 12/31/2021 1/1/2019 400 2.788% 2.112% 12/31/2021 1/1/2019 200 2.828% 2.112% 12/31/2022 1/2/2019 250 2.172% 2.112% 12/31/2020 1/2/2019 200 2.731% 2.112% 12/31/2020 1/2/2019 400 2.707% 2.112% 12/31/2021 |
Schedule of accumulated other comprehensive income (loss) | Accumulated Other Comprehensive Income/(Loss) The changes in AOCI by component, net of tax, for the quarterly periods through September 30, 2019 and 2018 are shown below. (In millions) Unrealized Net Gains/(Losses) on Derivative Instruments Foreign Currency Translation Adjustments Other Total Balances as of December 31, 2018 $ (13 ) $ (9 ) $ (2 ) $ (24 ) Other comprehensive income/(loss) before reclassifications (17 ) 2 2 (13 ) Total other comprehensive income/(loss), net of tax (17 ) 2 2 (13 ) Balances as of March 31, 2019 $ (30 ) $ (7 ) $ — $ (37 ) Other comprehensive loss before reclassifications (36 ) (5 ) — (41 ) Amounts reclassified from accumulated other comprehensive loss 1 — — 1 Total other comprehensive loss, net of tax (35 ) (5 ) — (40 ) Balances as of June 30, 2019 $ (65 ) $ (12 ) $ — $ (77 ) Other comprehensive loss before reclassifications (6 ) (6 ) — (12 ) Amounts reclassified from accumulated other comprehensive loss 3 — — 3 Total other comprehensive loss, net of tax (3 ) (6 ) — (9 ) Balances as of September 30, 2019 $ (68 ) $ (18 ) $ — $ (86 ) Balances as of December 31, 2017 $ — $ 9 $ (3 ) $ 6 Other comprehensive income before reclassifications 4 1 4 9 Total other comprehensive income, net of tax 4 1 4 9 Balances as of March 31, 2018 $ 4 $ 10 $ 1 $ 15 Other comprehensive income/(loss) before reclassifications 9 (17 ) (3 ) (11 ) Total other comprehensive income/(loss), net of tax 9 (17 ) (3 ) (11 ) Balances as of June 30, 2018 $ 13 $ (7 ) $ (2 ) $ 4 Other comprehensive income before reclassifications 11 3 — 14 Total other comprehensive income, net of tax 11 3 — 14 Balances as of September 30, 2018 $ 24 $ (4 ) $ (2 ) $ 18 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of new lease accounting standard | Effect of Adopting New Lease Standard - January 1, 2019 Balance Sheet (In millions) Prior to Adoption Effect of Adoption Post Adoption Property and equipment, net (1) $ 16,045 $ (96 ) $ 15,949 Deferred charges and other assets (2)(3) 383 480 863 Accrued expenses and other current liabilities (2) 1,217 33 1,250 Financing obligations (1) 10,057 (96 ) 9,961 Deferred credits and other liabilities (2)(3) 849 447 1,296 ____________________ (1) Non-operating land assets previously considered as failed sale-leaseback financing obligations were determined to qualify for sale-leaseback accounting under ASC 842 and are now recognized as operating lease liabilities with corresponding ROU assets. (2) Operating leases previously considered as off-balance sheet obligations are now recognized as operating lease liabilities with corresponding ROU assets. (3) Accruals associated with future obligations for leases not in use have been applied against the carrying amount of the ROU assets. |
Schedule of additional details related to leases recorded on our balance sheet | The following are additional details related to leases recorded on our Balance Sheet as of September 30, 2019 : (In millions) Balance Sheet Classification September 30, 2019 Assets Operating lease ROU assets (1) Deferred charges and other assets $ 453 Liabilities Current operating lease liabilities (1) Accrued expenses and other current liabilities 31 Non-current operating lease liabilities (1) Deferred credits and other liabilities 479 ____________________ (1) As noted above, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or liabilities for operating leases with terms of 12 months or less. |
Schedule of lease liabilities | Maturity of Lease Liabilities as of September 30, 2019 (In millions) Operating Leases Remaining 2019 $ 18 2020 70 2021 70 2022 64 2023 62 Thereafter 890 Total 1,174 Less: present value discount (664 ) Lease liability $ 510 |
Schedule of lease costs, other information, and weighted-average details | Lease Costs Three Months Ended Nine Months Ended (In millions) September 30, 2019 Operating lease expense $ 17 $ 52 Short-term lease expense 31 80 Variable lease expense 4 10 Total lease costs $ 52 $ 142 Other Information (In millions) Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 51 Weighted-Average Details September 30, 2019 Weighted-average remaining lease term (in years) 21.8 Weighted-average discount rate 8.01 % |
Schedule of annual estimated failed sale-leaseback financing obligation service requirements | Annual Estimated Failed Sale-Leaseback Financing Obligation Service Requirements as of September 30, 2019 Remaining Years Ended December 31, (In millions) 2019 2020 2021 2022 2023 Thereafter Total Financing obligations - principal $ 5 $ 23 $ 26 $ 28 $ 33 $ 8,462 $ 8,577 Financing obligations - interest 193 777 788 799 814 25,556 28,927 Total financing obligation payments (1) $ 198 $ 800 $ 814 $ 827 $ 847 $ 34,018 $ 37,504 ____________________ (1) Financing obligation principal and interest payments are estimated amounts based on the future minimum lease payments and certain estimates based on contingent rental payments. Actual payments may differ from the estimates. |
Schedule of maturity of lease receivables | Maturity of Lease Receivables as of September 30, 2019 (In millions) Operating Leases Remaining 2019 $ 18 2020 70 2021 64 2022 57 2023 52 Thereafter 812 Total $ 1,073 |
Litigation, Contractual Commi_2
Litigation, Contractual Commitments, and Contingent Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of accrued expenses and other current liabilities and deferred credits and other liabilities | The following table summarizes the assets classified as held for sale. (In millions) September 30, 2019 Intangible assets other than goodwill $ 11 Property and equipment, net 505 Fair value of assets held for sale 516 Estimated costs to sell (6 ) Assets held for sale $ 510 (In millions) September 30, 2019 Cash and cash equivalents $ 5 Property and equipment, net 24 Goodwill 5 Intangible assets other than goodwill 10 Other 2 Assets held for sale $ 46 Current liabilities $ 4 Deferred credits and other liabilities 3 Liabilities held for sale included in Accrued expenses and other current liabilities $ 7 As of September 30, 2019 and December 31, 2018 , exit costs were included in Accrued expenses and other current liabilities and Deferred credits and other liabilities on the accompanying Balance Sheets for accruals related to the following: (In millions) Accrual Obligation End Date September 30, 2019 December 31, 2018 Future obligations under land lease agreements (1)(2) December 2092 $ — $ 43 Iowa greyhound pari-mutuel racing fund January 2022 25 33 Permanent closure of Alea Leeds (2) January 2032 — 10 Unbundling of electric service provided by NV Energy February 2024 52 58 Total $ 77 $ 144 ____________________ (1) Associated with the abandonment of a construction project near the Mississippi Gulf Coast. (2) As a result of the adoption of ASC 842, as of January 1, 2019, accruals associated with future obligations for leases not in use have been applied against the carrying amount of the ROU assets. See Note 7 . |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of debt | September 30, 2019 December 31, 2018 (Dollars in millions) Final Maturity Rates Face Value Book Value Book Value Secured debt CRC Revolving Credit Facility 2022 variable (1) $ — $ — $ 100 CRC Term Loan 2024 variable (2) 4,618 4,550 4,577 CEOC LLC Revolving Credit Facility 2022 variable (3) — — — CEOC LLC Term Loan 2024 variable (3) 1,224 1,222 1,483 Unsecured debt CEC Convertible Notes 2024 5.00% 1,083 1,083 1,083 CRC Notes 2025 5.25% 1,700 1,670 1,668 Special Improvement District Bonds 2037 4.30% 53 53 54 Total debt 8,678 8,578 8,965 Current portion of long-term debt (64 ) (64 ) (164 ) Long-term debt $ 8,614 $ 8,514 $ 8,801 Unamortized discounts and deferred finance charges $ 100 $ 110 Fair value $ 8,699 ____________________ (1) London Interbank Offered Rate (“LIBOR”) plus 2.13% . (2) LIBOR plus 2.75% . (3) LIBOR plus 2.00% . |
Schedule of annual estimated debt service requirements | Annual Estimated Debt Service Requirements as of September 30, 2019 Remaining Years Ended December 31, (In millions) 2019 2020 2021 2022 2023 Thereafter Total Annual maturities of long-term debt $ 16 $ 64 $ 64 $ 64 $ 64 $ 8,406 $ 8,678 Estimated interest payments 160 440 420 390 370 460 2,240 Total debt service obligation (1) $ 176 $ 504 $ 484 $ 454 $ 434 $ 8,866 $ 10,918 ___________________ (1) Debt principal payments are estimated amounts based on maturity dates and borrowings under our revolving credit facilities, if any. Interest payments are estimated based on the forward-looking LIBOR curve and include the estimated impact of the ten interest rate swap agreements (see Note 6 ). Actual payments may differ from these estimates. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and dilutive net earnings per share reconciliation | Basic and Dilutive Net Earnings Per Share Reconciliation Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2019 2018 2019 2018 Net income/(loss) attributable to Caesars $ (359 ) $ 110 $ (891 ) $ 105 Dilutive effect of CEC Convertible Notes, net of tax — 9 — — Adjusted net income/(loss) attributable to Caesars $ (359 ) $ 119 $ (891 ) $ 105 Weighted-average common shares outstanding - basic 678 681 674 692 Dilutive potential common shares: Stock-based compensation awards — 4 — 5 Dilutive potential common shares: CEC Convertible Notes — 150 — — Weighted-average common shares outstanding - diluted 678 835 674 697 Basic earnings/(loss) per share $ (0.53 ) $ 0.16 $ (1.32 ) $ 0.15 Diluted earnings/(loss) per share $ (0.53 ) $ 0.14 $ (1.32 ) $ 0.15 |
Schedule of weighted-average number of anti-dilutive shares excluded from calculation of EPS | Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2019 2018 2019 2018 Stock-based compensation awards 18 1 22 1 CEC Convertible Notes 151 — 151 150 Total anti-dilutive common stock 169 1 173 151 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of receivables and contract liabilities | Receivables (In millions) September 30, 2019 December 31, 2018 Casino $ 184 $ 188 Food and beverage and rooms (1) 75 62 Entertainment and other 68 77 Contract receivables, net 327 327 Real estate leases 12 15 Other 107 115 Receivables, net $ 446 $ 457 ____________________ (1) As a result of the adoption of ASC 842, as of January 1, 2019, revenue generated from the lease components of lodging arrangements and conventions as well as their associated receivables are no longer considered contract revenue or contract receivables under ASC 606, Revenue from Contracts with Customers. A portion of this balance relates to lease receivables under ASC 842. See Note 7 for further details. Contract Liabilities (In millions) Caesars Rewards Customer Advance Deposits Total Balance as of June 30, 2019 (1) $ 71 $ 121 $ 192 Amount recognized during the period (2) (34 ) (158 ) (192 ) Amount accrued during the period 41 159 200 Balance as of September 30, 2019 (3) $ 78 $ 122 $ 200 ____________________ (1) Includes lodging arrangement and convention contract liabilities accounted for under ASC 842. See Note 7 for further details. (2) Includes $5 million for Caesars Rewards and $3 million for Customer Advances recognized from the June 30, 2019 Contract liability balances. (3) $8 million included within Deferred credits and other liabilities as of September 30, 2019 . Includes lodging arrangement and convention contract liabilities accounted for under ASC 842. See Note 7 for further details. (In millions) Caesars Rewards Customer Advance Deposits Total Balance as of December 31, 2018 (1) $ 66 $ 83 $ 149 Amount recognized during the period (2) (99 ) (457 ) (556 ) Amount accrued during the period 111 496 607 Balance as of September 30, 2019 (3) $ 78 $ 122 $ 200 ____________________ (1) $5 million included within Deferred credits and other liabilities as of December 31, 2018 . (2) Includes $30 million for Caesars Rewards and $65 million for Customer Advances recognized from the December 31, 2018 Contract liability balances. (3) $8 million included within Deferred credits and other liabilities as of September 30, 2019 . Includes lodging arrangement and convention contract liabilities accounted for under ASC 842. See Note 7 for further details. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of composition of stock-based compensation expense | Composition of Stock-Based Compensation Expense Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2019 2018 2019 2018 Corporate expense $ 15 $ 13 $ 48 $ 41 Property, general, administrative, and other 4 4 14 14 Total stock-based compensation expense $ 19 $ 17 $ 62 $ 55 |
Schedule of stock option and restricted stock unit activity | Outstanding at End of Period September 30, 2019 December 31, 2018 Quantity Wtd-Avg (1) Quantity Wtd-Avg (1) Stock options (2) 3,398,272 $ 13.68 8,360,365 $ 10.63 Restricted stock units (3) 11,335,211 11.12 13,455,092 11.51 Performance stock units (4) 1,574,182 11.66 1,466,183 6.79 Market-based stock units (5) 482,459 12.63 — — ____________________ (1) Represents weighted-average exercise price for stock options, weighted-average grant date fair value for RSUs, the price of CEC common stock as of the balance sheet date until a grant date is achieved for PSUs and the fair value of the MSUs determined using the Monte-Carlo simulation model. (2) During the nine months ended September 30, 2019 , there were no grants of stock options and 4.8 million stock options were exercised. (3) During the nine months ended September 30, 2019 , 5.2 million RSUs were granted under the 2017 PIP and 5.2 million RSUs vested. (4) During the nine months ended September 30, 2019 , 975 thousand PSUs were granted under the 2017 PIP and 549 thousand PSUs vested. (5) During the nine months ended September 30, 2019 , 703 thousand MSUs were granted under the 2017 PIP and 35 thousand MSUs vested. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax allocation | Income Tax Allocation Three Months Ended September 30, Nine Months Ended September 30, (Dollars in millions) 2019 2018 2019 2018 Loss before income taxes $ (382 ) $ — $ (1,004 ) $ (28 ) Income tax benefit $ 22 $ 111 $ 111 $ 134 Effective tax rate 5.8 % * 11.1 % 478.6 % ____________________ * Not meaningful. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2019 2018 2019 2018 Transactions with Horseshoe Baltimore Management fees $ 2 $ 2 $ 7 $ 7 Allocated expenses 2 1 5 4 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of condensed statements of operations - by segment | Condensed Statements of Operations - By Segment Three Months Ended September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Casino $ 292 $ 781 $ 58 $ — $ 1,131 Food and beverage (1) 250 156 5 — 411 Rooms (1) 284 123 2 — 409 Management fees — — 16 (1 ) 15 Reimbursed management costs — 1 52 — 53 Entertainment and other 113 54 11 (1 ) 177 Total contract revenues 939 1,115 144 (2 ) 2,196 Real estate leases (2) 34 4 — — 38 Other revenues — — 2 — 2 Net revenues $ 973 $ 1,119 $ 146 $ (2 ) $ 2,236 Depreciation and amortization $ 121 $ 103 $ 31 $ — $ 255 Income/(loss) from operations (155 ) 194 (107 ) — (68 ) Interest expense (82 ) (143 ) (116 ) — (341 ) Other income/(loss) (3) — (2 ) 29 — 27 Income tax benefit (4) — — 22 — 22 Three Months Ended September 30, 2018 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Casino $ 249 $ 789 $ 64 $ — $ 1,102 Food and beverage 244 158 6 — 408 Rooms 271 124 — — 395 Management fees — (2 ) 18 — 16 Reimbursed management costs — 1 50 — 51 Entertainment and other 106 52 12 (2 ) 168 Total contract revenues 870 1,122 150 (2 ) 2,140 Other revenues 40 3 2 — 45 Net revenues $ 910 $ 1,125 $ 152 $ (2 ) $ 2,185 Depreciation and amortization $ 149 $ 129 $ 17 $ — $ 295 Income/(loss) from operations 141 172 (81 ) — 232 Interest expense (87 ) (137 ) (117 ) — (341 ) Other income (3) 4 — 105 — 109 Income tax benefit (4) — — 111 — 111 Condensed Statements of Operations - By Segment Nine Months Ended September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Casino $ 858 $ 2,293 $ 189 $ — $ 3,340 Food and beverage (1) 765 434 17 — 1,216 Rooms (1) 884 315 3 — 1,202 Management fees — — 46 (1 ) 45 Reimbursed management costs — 2 157 — 159 Entertainment and other 318 141 37 (3 ) 493 Total contract revenues 2,825 3,185 449 (4 ) 6,455 Real estate leases (2) 105 8 1 — 114 Other revenues — — 4 — 4 Net revenues $ 2,930 $ 3,193 $ 454 $ (4 ) $ 6,573 Depreciation and amortization $ 368 $ 312 $ 63 $ — $ 743 Income/(loss) from operations 336 468 (363 ) — 441 Interest expense (248 ) (428 ) (357 ) — (1,033 ) Other income/(loss) (3) 2 (1 ) (413 ) — (412 ) Income tax benefit (4) — — 111 — 111 Nine Months Ended September 30, 2018 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Casino $ 817 $ 2,143 $ 187 $ — $ 3,147 Food and beverage 731 431 20 — 1,182 Rooms 833 315 2 — 1,150 Management fees — — 49 (3 ) 46 Reimbursed management costs — 2 149 — 151 Entertainment and other 312 134 35 (4 ) 477 Total contract revenues 2,693 3,025 442 (7 ) 6,153 Other revenues 111 8 4 — 123 Net revenues $ 2,804 $ 3,033 $ 446 $ (7 ) $ 6,276 Depreciation and amortization $ 423 $ 371 $ 49 $ — $ 843 Income/(loss) from operations 535 389 (285 ) — 639 Interest expense (245 ) (414 ) (346 ) — (1,005 ) Other income (3) 4 2 332 — 338 Income tax benefit (4) — — 134 — 134 ____________________ (1) As a result of the adoption of ASC 842, as of January 1, 2019, revenue generated from the lease components of lodging arrangements and conventions are no longer considered contract revenue under ASC 606, Revenue from Contracts with Customers. A portion of these balances relate to lease revenues under ASC 842. See Note 7 for further details. (2) Real estate leases revenue includes $13 million and $42 million of variable rental income for the three and nine months ended September 30, 2019 , respectively. (3) Amounts include changes in fair value of the derivative liability related to the conversion option of the CEC Convertible Notes and the disputed claims liability as well as interest and dividend income. (4) Taxes are recorded at the consolidated level and not estimated or recorded to our Las Vegas and Other U.S. segments. |
Schedule of adjusted EBITDA - By segment | Three Months Ended September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Net income/(loss) attributable to Caesars $ (237 ) $ 49 $ (171 ) $ — $ (359 ) Net loss attributable to noncontrolling interests — — (1 ) — (1 ) Income tax benefit (1) — — (22 ) — (22 ) Other (income)/loss (2) — 2 (29 ) — (27 ) Interest expense 82 143 116 — 341 Depreciation and amortization 121 103 31 — 255 Impairment of tangible and other intangible assets 380 — — — 380 Other operating costs (3) 7 4 22 — 33 Stock-based compensation expense 2 2 15 — 19 Other items (4) 1 — 15 — 16 Adjusted EBITDA $ 356 $ 303 $ (24 ) $ — $ 635 Three Months Ended September 30, 2018 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Net income attributable to Caesars $ 58 $ 35 $ 17 $ — $ 110 Net income attributable to noncontrolling interests — — 1 — 1 Income tax benefit (1) — — (111 ) — (111 ) Other income (2) (4 ) — (105 ) — (109 ) Interest expense 87 137 117 — 341 Depreciation and amortization 149 129 17 — 295 Other operating costs (3) 13 6 11 (1 ) 29 Stock-based compensation expense 2 2 13 — 17 Other items (4) 2 1 23 1 27 Adjusted EBITDA $ 307 $ 310 $ (17 ) $ — $ 600 Nine Months Ended September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Net income/(loss) attributable to Caesars $ 90 $ 39 $ (1,020 ) $ — $ (891 ) Net loss attributable to noncontrolling interests — — (2 ) — (2 ) Income tax benefit (1) — — (111 ) — (111 ) Other (income)/loss (2) (2 ) 1 413 — 412 Interest expense 248 428 357 — 1,033 Depreciation and amortization 368 312 63 — 743 Impairment of tangible and other intangible assets 380 — 50 — 430 Other operating costs (3) 12 16 58 — 86 Stock-based compensation expense 6 7 49 — 62 Other items (4) 3 2 55 — 60 Adjusted EBITDA $ 1,105 $ 805 $ (88 ) $ — $ 1,822 Nine Months Ended September 30, 2018 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Net income/(loss) attributable to Caesars $ 294 $ (24 ) $ (165 ) $ — $ 105 Net income attributable to noncontrolling interests — 1 — — 1 Income tax benefit (1) — — (134 ) — (134 ) Other income (2) (4 ) (2 ) (332 ) — (338 ) Interest expense 245 414 346 — 1,005 Depreciation and amortization 423 371 49 — 843 Other operating costs (3) 42 13 73 — 128 Stock-based compensation expense 6 7 42 — 55 Other items (4) 5 4 67 — 76 Adjusted EBITDA $ 1,011 $ 784 $ (54 ) $ — $ 1,741 ____________________ (1) Taxes are recorded at the consolidated level and not estimated or recorded to our Las Vegas and Other U.S. segments. (2) Amounts include changes in fair value of the derivative liability related to the conversion option of the CEC Convertible Notes and the disputed claims liability as well as interest and dividend income. (3) Amounts primarily represent costs incurred in connection with development activities and reorganization activities, and/or recoveries associated with such items, including acquisition and integration costs, contract exit fees including exiting the fully bundled sales system of NV Energy for electric service at our Nevada properties, lease termination costs (2018 only), weather related property closure costs, severance costs, gains and losses on asset sales, demolition costs primarily at our Las Vegas properties for renovations, and project opening costs. (4) Amounts include other add-backs and deductions to arrive at Adjusted EBITDA but not separately identified such as professional and consulting services, sign-on and retention bonuses, business optimization expenses and transformation expenses, severance and relocation costs, litigation awards and settlements. Condensed Balance Sheets - By Segment September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Total assets $ 13,567 $ 8,627 $ 6,411 $ (3,130 ) $ 25,475 Total liabilities 5,799 5,785 11,434 (10 ) 23,008 |
Schedule condensed balance sheets - by segment | Condensed Balance Sheets - By Segment September 30, 2019 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Total assets $ 13,567 $ 8,627 $ 6,411 $ (3,130 ) $ 25,475 Total liabilities 5,799 5,785 11,434 (10 ) 23,008 December 31, 2018 (In millions) Las Vegas Other U.S. All Other Elimination Caesars Total assets $ 13,987 $ 8,565 $ 6,046 $ (2,823 ) $ 25,775 Total liabilities 5,730 5,143 11,267 297 22,437 |
Description of Business (Detail
Description of Business (Details) $ / shares in Units, $ in Millions | Sep. 26, 2019USD ($) | Jun. 07, 2019USD ($) | Sep. 30, 2019USD ($)casino | Sep. 30, 2019USD ($)casino | Jun. 30, 2020USD ($)$ / sharesshares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of casinos operated or managed | casino | 54 | 54 | |||
Payments for capital improvements | $ 10,918 | $ 10,918 | |||
Capital Investment | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for capital improvements | $ 325 | ||||
Up-front payments to the City | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for capital improvements | 25 | ||||
Additional one time payments to the city | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for capital improvements | 40 | ||||
Gaming Control Board Health research annual payment | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for capital improvements | 3.4 | ||||
Gaming Control Board annual license payment | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for capital improvements | 3 | ||||
Annual payments to the City | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for capital improvements | 6 | ||||
Minimum annual state gaming tax payments thru April 2022 | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for capital improvements | 60 | ||||
Minimum annual state gaming tax payments after April 2022 | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for capital improvements | $ 65 | ||||
Eldorado Resorts, Inc. | Real Estate Purchase Agreements | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate consideration | $ 1,800 | ||||
Increase in annual rent payment | 99 | ||||
Proceeds | $ 1,400 | ||||
Due diligence period | 90 days | ||||
Operating contract extension period | 30 years | ||||
Forecast | Eldorado Resorts, Inc. | Caesars Entertainment, Inc. | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares of Caesars common stock (in shares) | shares | 682,161,838 | ||||
Disposal group proposed merger post merger ownership percentage | 49.00% | ||||
Merger agreement termination fee paid by caesars | $ 154.9 | ||||
Reimbursable expenses maximum | 50 | ||||
Merger agreement termination fee | $ 836.8 | ||||
Forecast | Eldorado Resorts, Inc. | Caesars Entertainment, Inc. | Cash per share | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Disposal group proposed merger agreement stock conversion price cash per share | $ / shares | $ 8.40 | ||||
Forecast | Eldorado Resorts, Inc. | Caesars Entertainment, Inc. | Additional potential cash per share | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Disposal group proposed merger agreement stock conversion price cash per share | $ / shares | $ 0.003333 | ||||
Forecast | Eldorado Resorts, Inc. | Caesars Entertainment, Inc. | Acquiror stock per share | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Disposal group proposed merger agreement stock conversion price | 0.0899 | ||||
Trading period | 10 days | ||||
Forecast | Eldorado Resorts, Inc. | Caesars Entertainment, Inc. | Shares Held In Escrow | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares of Caesars common stock (in shares) | shares | 8,271,660 | ||||
Forecast | Eldorado Resorts, Inc. | Caesars Entertainment, Inc. | Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares of Caesars common stock (in shares) | shares | 76,000,000 | ||||
Forecast | Caesars Entertainment, Inc. | Caesars Entertainment, Inc. | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Merger agreement termination fee paid by caesars | $ 418.4 | ||||
United States | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of casinos operated or managed | casino | 50 | 50 | |||
Geographic concentration risk | United States | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of casinos operated or managed | casino | 14 | 14 | |||
Geographic concentration risk | United States | Las Vegas | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of casinos operated or managed | casino | 9 | 9 | |||
Geographic concentration risk | International | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of casinos operated or managed | casino | 5 | 5 | |||
Geographic concentration risk | Revenue benchmark | United States | Las Vegas | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Concentration risk, percentage | 44.00% | 45.00% |
Basis of Presentation and Pri_4
Basis of Presentation and Principles of Consolidation - Additional Information (Details) $ in Millions | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($)reportable_segment | Sep. 30, 2018USD ($) | May 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Property, general, administrative, and other | $ 477 | $ 474 | $ 1,404 | $ 1,357 | |||
Number of reportable segments | reportable_segment | 3 | ||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Emerald Resort & Casino, South Africa Disposition | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Ownership percentage of property | 70.00% | ||||||
Noncontrolling interest, ownership percentage | 30.00% | ||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Rio All-Suite Hotel & Casino | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Impairment charge | 380 | ||||||
Selling costs | 6 | ||||||
Restatement Adjustment | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Direct operating expenses | 7 | 17 | |||||
Property, general, administrative, and other | $ 7 | $ 17 | |||||
Variable Interest Entity, Primary Beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Total net assets | $ 130 | $ 130 | |||||
Ownership interest | 50.00% | ||||||
Forecast | Disposal Group, Held-for-sale, Not Discontinued Operations | Emerald Resort & Casino, South Africa Disposition | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds of businesses | $ 47 | ||||||
Proceeds from ownership and other adjustments total | 38 | ||||||
Forecast | Disposal Group, Held-for-sale, Not Discontinued Operations | Rio All-Suite Hotel & Casino | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds of businesses | $ 516 | ||||||
Selling financing option | $ 40 | $ 40 | |||||
Initial term of property | 2 years | 2 years | |||||
Annual rent amount | $ 45 | ||||||
Renewal term of lease | 12 months | 12 months | |||||
Additional twelve months fees | $ 7 |
Basis of Presentation and Pri_5
Basis of Presentation and Principles of Consolidation - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 1,313 | $ 1,491 | ||
Restricted cash, current | 137 | 115 | ||
Restricted cash, non-current | 73 | 51 | ||
Total cash, cash equivalents, and restricted cash | $ 1,523 | $ 1,657 | $ 1,726 | $ 2,709 |
Basis of Presentation and Pri_6
Basis of Presentation and Principles of Consolidation - Assets and Liabilities Classified as Held for Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations $ in Millions | Sep. 30, 2019USD ($) |
Emerald Resort & Casino, South Africa Disposition | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash and cash equivalents | $ 5 |
Property and equipment, net | 24 |
Goodwill | 5 |
Intangible assets other than goodwill | 10 |
Other | 2 |
Assets held for sale | 46 |
Current liabilities | 4 |
Deferred credits and other liabilities | 3 |
Liabilities held for sale included in Accrued expenses and other current liabilities | 7 |
Rio All-Suite Hotel & Casino | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Property and equipment, net | 505 |
Intangible assets other than goodwill | 11 |
Fair value of assets held for sale | 516 |
Estimated costs to sell | (6) |
Assets held for sale | $ 510 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 18,463 | $ 19,083 | |
Less: accumulated depreciation | (3,475) | (3,038) | |
Total property and equipment, net | 14,988 | $ 15,949 | 16,045 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 4,217 | 4,871 | |
Buildings, riverboats, and leasehold and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 11,916 | 12,243 | |
Furniture, fixtures, and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,724 | 1,563 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 606 | $ 406 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense and Capitalized Interest (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 238 | $ 277 | $ 690 | $ 792 |
Capitalized interest | $ 8 | $ 2 | $ 20 | $ 5 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes in Carrying Value of Goodwill and Other Intangible Assets (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Amortizing Intangible Assets | |
Balance as of beginning of period | $ 342 |
Amortization | (53) |
Impairments | 0 |
Other | 0 |
Transferred to assets held for sale | (1) |
Balance as of end of period | 288 |
Goodwill | |
Balance as of beginning of period | 4,044 |
Impairments | 0 |
Other | (1) |
Transferred to assets held for sale | (5) |
Balance as of end of period | 4,038 |
Other | |
Balance as of beginning of period | 2,635 |
Impairments | (50) |
Other | (3) |
Transferred to assets held for sale | (20) |
Balance as of end of period | $ 2,562 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,130 | $ 1,131 |
Accumulated Amortization | (842) | (789) |
Net Carrying Amount | 288 | 342 |
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizing intangible assets | 2,562 | 2,635 |
Total intangible assets other than goodwill | 2,850 | 2,977 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizing intangible assets | 776 | 790 |
Gaming rights | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizing intangible assets | 1,533 | 1,592 |
Caesars Rewards | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizing intangible assets | $ 253 | 253 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 1 year 3 months 18 days | |
Gross Carrying Amount | $ 14 | 14 |
Accumulated Amortization | (7) | (3) |
Net Carrying Amount | $ 7 | 11 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 9 months 18 days | |
Gross Carrying Amount | $ 1,070 | 1,071 |
Accumulated Amortization | (803) | (756) |
Net Carrying Amount | $ 267 | 315 |
Contract rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 5 years 3 months 18 days | |
Gross Carrying Amount | $ 3 | 3 |
Accumulated Amortization | (2) | (2) |
Net Carrying Amount | $ 1 | 1 |
Gaming rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 4 years 8 months 12 days | |
Gross Carrying Amount | $ 43 | 43 |
Accumulated Amortization | (30) | (28) |
Net Carrying Amount | $ 13 | $ 15 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment charge | $ 50 |
Fair Value Measurements - Estim
Fair Value Measurements - Estimated Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 17 | $ 21 |
Disputed claims liability | 50 | 45 |
Total liabilities at fair value | 893 | 391 |
Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Government bonds | 17 | 15 |
Derivative instruments - interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments - interest rate swaps | 6 | |
Derivative instruments | 85 | 22 |
Derivative instruments - CEC Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | 758 | 324 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Disputed claims liability | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 1 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Government bonds | 0 | 0 |
Level 1 | Derivative instruments - interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments - interest rate swaps | 0 | |
Derivative instruments | 0 | 0 |
Level 1 | Derivative instruments - CEC Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 17 | 21 |
Disputed claims liability | 50 | 45 |
Total liabilities at fair value | 893 | 391 |
Level 2 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Government bonds | 17 | 15 |
Level 2 | Derivative instruments - interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments - interest rate swaps | 6 | |
Derivative instruments | 85 | 22 |
Level 2 | Derivative instruments - CEC Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | 758 | 324 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Disputed claims liability | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 3 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Government bonds | 0 | 0 |
Level 3 | Derivative instruments - interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments - interest rate swaps | 0 | |
Derivative instruments | 0 | 0 |
Level 3 | Derivative instruments - CEC Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Oct. 06, 2017USD ($)day$ / sharesshares | Sep. 30, 2019USD ($)interest_rate_swap_agreement$ / shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)interest_rate_swap_agreement$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018$ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Aggregate principal amount | $ 8,678,000,000 | $ 8,678,000,000 | ||||
Gain (loss) on derivative, net | 26,000,000 | $ 97,000,000 | (434,000,000) | $ 282,000,000 | ||
Accumulated other comprehensive income/(loss) | 8,000,000 | 14,000,000 | 69,000,000 | 31,000,000 | ||
Interest expense on the statements of operations | 3,000,000 | 0 | 4,000,000 | 0 | ||
Losses that are reported in AOCI at the reporting date that are expected to be reclassified into earnings within the next 12 months | 28,000,000 | 28,000,000 | ||||
Level 2 | Liability | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value, option, changes in fair value, gain (loss) | $ 1,000,000 | $ 13,000,000 | $ (14,000,000) | $ 39,000,000 | ||
Convertible notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Interest rate of debt | 5.00% | 5.00% | 7.00% | |||
Traded price of convertible notes (usd per share) | $ / shares | $ 170.17 | $ 170.17 | $ 122.38 | |||
Term of convertible notes | 7 years | |||||
Designated as hedging instrument | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Number of interest rate derivatives | interest_rate_swap_agreement | 10 | 10 | ||||
Derivative, notional amount | $ 3,000,000,000 | $ 3,000,000,000 | ||||
CEC Convertible Notes | Unsecured debt | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Aggregate principal amount | $ 1,100,000,000 | |||||
Interest rate of debt | 5.00% | |||||
Number of equity instruments of debt (in shares) | shares | 0.139 | 151,000,000 | ||||
Stock price trigger (usd per share) | $ / shares | $ 1 | |||||
Traded price of convertible notes (usd per share) | $ / shares | $ 7.19 | |||||
Percentage of common shares outstanding | 17.90% | |||||
Conversion percentage | 140.00% | |||||
Debt convertible, trading days | day | 20 | |||||
Consecutive trading day period | day | 30 | |||||
Term of convertible notes | 5 years | |||||
Convertible notes | Unsecured debt | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Aggregate principal amount | $ 1,083,000,000 | $ 1,083,000,000 | ||||
Interest rate of debt | 5.00% | 5.00% | ||||
Convertible notes face value | $ 1,100,000,000 | $ 1,100,000,000 | ||||
Caesars Entertainment, Inc. | CEC Convertible Notes | Unsecured debt | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Number of equity instruments of debt (in shares) | shares | 156,000,000 |
Fair Value Measurements - Major
Fair Value Measurements - Major Terms of Interest Rate Swap Agreements (Details) - Designated as hedging instrument $ in Millions | Sep. 30, 2019USD ($) |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 3,000 |
Interest rate swap at 2.274% | |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 250 |
Fixed Rate Paid | 2.274% |
Variable Rate Received | 2.112% |
Interest rate swap at 2.828% | |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 200 |
Fixed Rate Paid | 2.828% |
Variable Rate Received | 2.112% |
Interest rate swap at 2.739% | |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 600 |
Fixed Rate Paid | 2.739% |
Variable Rate Received | 2.112% |
Interest rate swap at 2.153% | |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 250 |
Fixed Rate Paid | 2.153% |
Variable Rate Received | 2.112% |
Interest rate swap at 2.196% | |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 250 |
Fixed Rate Paid | 2.196% |
Variable Rate Received | 2.112% |
Interest rate swap at 2.788% | |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 400 |
Fixed Rate Paid | 2.788% |
Variable Rate Received | 2.112% |
Interest rate swap at 2.828% | |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 200 |
Fixed Rate Paid | 2.828% |
Variable Rate Received | 2.112% |
Interest rate swap at 2.172% | |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 250 |
Fixed Rate Paid | 2.172% |
Variable Rate Received | 2.112% |
Interest rate swap at 2.731% | |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 200 |
Fixed Rate Paid | 2.731% |
Variable Rate Received | 2.112% |
Interest rate swap at 2.707% | |
Derivative [Line Items] | |
Notional Amount (In millions) | $ 400 |
Fixed Rate Paid | 2.707% |
Variable Rate Received | 2.112% |
Fair Value Measurements - Accum
Fair Value Measurements - Accumulated Other Comprehensive Income/Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | $ 2,808 | $ 3,122 | $ 3,338 | $ 3,306 | $ 3,302 | $ 3,297 |
Other comprehensive income/(loss) before reclassifications | (12) | (41) | (13) | 14 | (11) | 9 |
Amounts reclassified from accumulated other comprehensive loss | 3 | 1 | ||||
Total other comprehensive income/(loss), net of tax | (9) | (40) | (13) | 14 | (11) | 9 |
Ending Balance | 2,467 | 2,808 | 3,122 | 3,167 | 3,306 | 3,302 |
Unrealized Net Gains/(Losses) on Derivative Instruments | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | (65) | (30) | (13) | 13 | 4 | 0 |
Other comprehensive income/(loss) before reclassifications | (6) | (36) | (17) | 11 | 9 | 4 |
Amounts reclassified from accumulated other comprehensive loss | 3 | 1 | ||||
Total other comprehensive income/(loss), net of tax | (3) | (35) | (17) | 11 | 9 | 4 |
Ending Balance | (68) | (65) | (30) | 24 | 13 | 4 |
Foreign Currency Translation Adjustments | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | (12) | (7) | (9) | (7) | 10 | 9 |
Other comprehensive income/(loss) before reclassifications | (6) | (5) | 2 | 3 | (17) | 1 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | ||||
Total other comprehensive income/(loss), net of tax | (6) | (5) | 2 | 3 | (17) | 1 |
Ending Balance | (18) | (12) | (7) | (4) | (7) | 10 |
Other | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | 0 | 0 | (2) | (2) | 1 | (3) |
Other comprehensive income/(loss) before reclassifications | 0 | 0 | 2 | 0 | (3) | 4 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | ||||
Total other comprehensive income/(loss), net of tax | 0 | 0 | 2 | 0 | (3) | 4 |
Ending Balance | 0 | 0 | 0 | (2) | (2) | 1 |
Total | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | (77) | (37) | (24) | 4 | 15 | 6 |
Ending Balance | $ (86) | $ (77) | $ (37) | $ 18 | $ 4 | $ 15 |
Leases - Effect of Adopting New
Leases - Effect of Adopting New Lease Standard (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property and equipment, net | $ 14,988 | $ 15,949 | $ 16,045 |
Deferred charges and other assets | 805 | 863 | 383 |
Accrued expenses and other current liabilities | 1,300 | 1,250 | 1,217 |
Financing obligations | 10,045 | 9,961 | 10,057 |
Deferred credits and other liabilities | $ 1,731 | 1,296 | $ 849 |
Effect of Adoption | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property and equipment, net | (96) | ||
Deferred charges and other assets | 480 | ||
Accrued expenses and other current liabilities | 33 | ||
Financing obligations | (96) | ||
Deferred credits and other liabilities | $ 447 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)renewal_option | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)renewal_option | Sep. 30, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Lease agreements of annual fixed rent | $ 773 | |||
Initial term | 15 years | |||
Number of renewal options | renewal_option | 4 | 4 | ||
Renewal term | 5 years | |||
Total contract revenues | $ 2,196 | $ 2,140 | $ 6,455 | $ 6,153 |
Renewal term of operating lease contract | 5 years | 5 years | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Term of operating leases | 1 year | |||
Term of long-term real estate leasing arrangements | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Term of operating leases | 72 years | |||
Remaining lease term | 3 years | |||
Term of long-term real estate leasing arrangements | 86 years | |||
Occupancy | ||||
Lessee, Lease, Description [Line Items] | ||||
Total contract revenues | $ 409 | 395 | $ 1,202 | 1,150 |
Food and Beverage | ||||
Lessee, Lease, Description [Line Items] | ||||
Total contract revenues | 411 | $ 408 | 1,216 | $ 1,182 |
Lease revenue related to conventions | $ 9 | $ 36 |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) $ in Millions | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
Operating lease ROU assets | $ 453 |
Current operating lease liabilities | 31 |
Non-current operating lease liabilities | $ 479 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Millions | Sep. 30, 2019USD ($) |
Operating Leases | |
Remaining 2019 | $ 18 |
2020 | 70 |
2021 | 70 |
2022 | 64 |
2023 | 62 |
Thereafter | 890 |
Total | 1,174 |
Less: present value discount | (664) |
Lease liability | $ 510 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 17 | $ 52 |
Short-term lease expense | 31 | 80 |
Variable lease expense | 4 | 10 |
Total lease costs | $ 52 | $ 142 |
Leases - Other Information (Det
Leases - Other Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows for operating leases | $ 51 |
Leases - Weighted Average Detai
Leases - Weighted Average Details (Details) | Sep. 30, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 21 years 9 months 18 days |
Weighted-average discount rate | 8.01% |
Leases - Financing Obligation S
Leases - Financing Obligation Service Requirements (Details) $ in Millions | Sep. 30, 2019USD ($) |
Other Commitments [Line Items] | |
Remaining 2019 | $ 176 |
2020 | 504 |
2021 | 484 |
2022 | 454 |
2023 | 434 |
Thereafter | 8,866 |
Total | 10,918 |
Total financing obligation payments | |
Other Commitments [Line Items] | |
Remaining 2019 | 198 |
2020 | 800 |
2021 | 814 |
2022 | 827 |
2023 | 847 |
Thereafter | 34,018 |
Total | 37,504 |
Financing obligations - principal | |
Other Commitments [Line Items] | |
Remaining 2019 | 5 |
2020 | 23 |
2021 | 26 |
2022 | 28 |
2023 | 33 |
Thereafter | 8,462 |
Total | 8,577 |
Financing obligations - interest | |
Other Commitments [Line Items] | |
Remaining 2019 | 193 |
2020 | 777 |
2021 | 788 |
2022 | 799 |
2023 | 814 |
Thereafter | 25,556 |
Total | $ 28,927 |
Leases - Maturity of Lease Rece
Leases - Maturity of Lease Receivables (Details) $ in Millions | Sep. 30, 2019USD ($) |
Operating Leases | |
Remaining 2019 | $ 18 |
2020 | 70 |
2021 | 64 |
2022 | 57 |
2023 | 52 |
Thereafter | 812 |
Total | $ 1,073 |
Litigation, Contractual Commi_3
Litigation, Contractual Commitments, and Contingent Liabilities - Exit Costs Accrual Composition (Details) - Discontinued operations, disposed of by means other than sale, abandonment - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, other liabilities | $ 77 | $ 144 |
Future obligations under land lease agreements | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, other liabilities | 0 | 43 |
Iowa greyhound pari-mutuel racing fund | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, other liabilities | 25 | 33 |
Permanent closure of Alea Leeds | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, other liabilities | 0 | 10 |
Unbundling of electric service provided by NV Energy | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, other liabilities | $ 52 | $ 58 |
Litigation, Contractual Commi_4
Litigation, Contractual Commitments, and Contingent Liabilities - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2017 | |
Other Commitments [Line Items] | |||||||||
Contractual obligation | $ 10,918 | $ 10,918 | |||||||
Stock options exercisable years | 2 years | ||||||||
Share-based payment arrangement, amount | $ 32 | ||||||||
Accelerated compensation expense (less than for three months ended September 30, 2019) | 1 | $ 13 | |||||||
Bankruptcy claims, amount of claims filed | 417 | ||||||||
Accrued liabilities | 50 | 50 | |||||||
Principal value of CEC convertible notes | 50 | 50 | $ 45 | ||||||
Total estimated self-insurance liability | 175 | 175 | $ 173 | ||||||
Convertible debt | |||||||||
Other Commitments [Line Items] | |||||||||
Restricted cash and cash equivalents | $ 48 | $ 48 | |||||||
Shares of CEC common stock (in shares) | 8 | 8 | |||||||
CEC Convertible Notes | |||||||||
Other Commitments [Line Items] | |||||||||
Principal value of CEC convertible notes | $ 32 | $ 32 | |||||||
VICI and CEOC LLC | |||||||||
Other Commitments [Line Items] | |||||||||
Annual principal payment of debt | 10 | 10 | |||||||
Deferred credits and other liabilities | 144 | 144 | |||||||
Cash payments or interest expense | 3 | $ 3 | 8 | $ 8 | |||||
Pending litigation | |||||||||
Other Commitments [Line Items] | |||||||||
Accrued liabilities | $ 7 | ||||||||
Sports partnership | |||||||||
Other Commitments [Line Items] | |||||||||
Contractual obligation | 260 | 260 | |||||||
NV Energy Sales System Exit | |||||||||
Other Commitments [Line Items] | |||||||||
Total fees to be incurred | $ 48 | ||||||||
Other accrued liabilities, current | 31 | $ 31 | |||||||
NV Energy Sales System Exit | Maximum | |||||||||
Other Commitments [Line Items] | |||||||||
NV energy period | 6 years | ||||||||
NV Energy Sales System Exit | Minimum | |||||||||
Other Commitments [Line Items] | |||||||||
NV energy period | 3 years | ||||||||
NV Energy Exit | |||||||||
Other Commitments [Line Items] | |||||||||
Total fees to be incurred | $ 31 | ||||||||
NV energy period | 6 years | ||||||||
Business exit costs fair value | $ 21 | $ 21 | |||||||
Forecast | Subsequent Event | |||||||||
Other Commitments [Line Items] | |||||||||
Severance and stock compensation charges | $ 20 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Total | $ 8,678 | |
Book Value | 8,578 | $ 8,965 |
Current portion of long-term debt | (64) | (164) |
Long-term debt, face value | 8,614 | |
Long-term debt, book value | 8,514 | 8,801 |
Unamortized discounts and deferred finance charges | 100 | 110 |
Fair value | $ 8,699 | |
Unsecured debt | CEC Convertible Notes | ||
Debt Instrument [Line Items] | ||
Rates | 5.00% | |
Total | $ 1,083 | |
Book Value | 1,083 | 1,083 |
CRC | Revolving Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total | 0 | |
Book Value | $ 0 | 100 |
CRC | Revolving Credit Facility | Revolving Credit Facility | London Interbank Offered Rate | ||
Debt Instrument [Line Items] | ||
London interbank offered rate | 2.13% | |
CRC | Term Loan | Term Loan | ||
Debt Instrument [Line Items] | ||
Total | $ 4,618 | |
Book Value | $ 4,550 | 4,577 |
CRC | Term Loan | Term Loan | London Interbank Offered Rate | ||
Debt Instrument [Line Items] | ||
London interbank offered rate | 2.75% | |
CRC | Unsecured debt | Term Loan | ||
Debt Instrument [Line Items] | ||
Rates | 5.25% | |
Total | $ 1,700 | |
Book Value | $ 1,670 | 1,668 |
CRC | Unsecured debt | Special Improvement District Bonds | ||
Debt Instrument [Line Items] | ||
Rates | 4.30% | |
Total | $ 53 | |
Book Value | 53 | 54 |
CEOC LLC | Revolving Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total | 0 | |
Book Value | $ 0 | 0 |
CEOC LLC | Revolving Credit Facility | Revolving Credit Facility | London Interbank Offered Rate | ||
Debt Instrument [Line Items] | ||
London interbank offered rate | 2.00% | |
CEOC LLC | Term Loan | Term Loan | ||
Debt Instrument [Line Items] | ||
Total | $ 1,224 | |
Book Value | $ 1,222 | $ 1,483 |
CEOC LLC | Term Loan | Term Loan | London Interbank Offered Rate | ||
Debt Instrument [Line Items] | ||
London interbank offered rate | 2.00% |
Debt - Schedule of Annual Estim
Debt - Schedule of Annual Estimated Debt Service Requirements (Details) $ in Millions | Sep. 30, 2019USD ($)interest_rate_swap_agreement |
Annual maturities of long-term debt | |
Remaining 2019 | $ 16 |
2020 | 64 |
2021 | 64 |
2022 | 64 |
2023 | 64 |
Thereafter | 8,406 |
Total | 8,678 |
Total debt service obligation | |
Remaining 2019 | 176 |
2020 | 504 |
2021 | 484 |
2022 | 454 |
2023 | 434 |
Thereafter | 8,866 |
Total | $ 10,918 |
Designated as hedging instrument | |
Total debt service obligation | |
Number of interest rate derivatives | interest_rate_swap_agreement | 10 |
Estimated interest payments | |
Estimated interest payments | |
Remaining 2019 | $ 160 |
2020 | 440 |
2021 | 420 |
2022 | 390 |
2023 | 370 |
Thereafter | 460 |
Total | $ 2,240 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Millions | Sep. 13, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 50 | ||
Voluntary payment of debt | $ 398 | $ 1,116 | |
Term Loan | Term Loan | |||
Debt Instrument [Line Items] | |||
Voluntary payment of debt | $ 250 | ||
CRC | Revolving Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Net senior secured leverage ratio | 6.35 | ||
CEOC LLC | Revolving Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Net senior secured leverage ratio | 3.50 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 10, 2018 | May 02, 2018 | |
Equity [Abstract] | |||||
Stock repurchase program, authorized amount | $ 750,000,000 | $ 500,000,000 | |||
Treasury stock, shares, acquired (in shares) | 28 | 31 | |||
Payments for repurchase of common stock | $ 280,000,000 | $ 0 | $ 311,000,000 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 439,000,000 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Dilutive Net Earnings Per Share Reconciliation (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net income/(loss) attributable to Caesars | $ (359) | $ 110 | $ (891) | $ 105 |
Dilutive effect of CEC Convertible Notes, net of tax | 0 | 9 | 0 | 0 |
Adjusted net income/(loss) attributable to Caesars | $ (359) | $ 119 | $ (891) | $ 105 |
Weighted-average common shares outstanding - basic (in shares) | 678 | 681 | 674 | 692 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 4 | 0 | 5 |
Dilutive potential common shares (in shares) | 0 | 150 | 0 | 0 |
Weighted-average common shares outstanding - diluted (in shares) | 678 | 835 | 674 | 697 |
Basic earnings/(loss) per share (usd per share) | $ (0.53) | $ 0.16 | $ (1.32) | $ 0.15 |
Diluted earnings/(loss) per share (usd per share) | $ (0.53) | $ 0.14 | $ (1.32) | $ 0.15 |
Earnings Per Share - Weighted A
Earnings Per Share - Weighted Average Number of Anti-Dilutive Shares (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities [Line Items] | ||||
Anti-dilutive potential common shares | 169 | 1 | 173 | 151 |
Stock-based compensation awards | ||||
Antidilutive Securities [Line Items] | ||||
Anti-dilutive potential common shares | 18 | 1 | 22 | 1 |
CEC Convertible Notes | ||||
Antidilutive Securities [Line Items] | ||||
Anti-dilutive potential common shares | 151 | 0 | 151 | 150 |
Revenue Recognition - Receivabl
Revenue Recognition - Receivables (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Loans and Leases Receivable Disclosure [Line Items] | ||
Contract receivables, net | $ 327 | $ 327 |
Real estate leases | 12 | 15 |
Other | 107 | 115 |
Receivables, net | 446 | 457 |
Casino | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Contract receivables, net | 184 | 188 |
Food and beverage and rooms | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Contract receivables, net | 75 | 62 |
Entertainment and other | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Contract receivables, net | $ 68 | $ 77 |
Revenue Recognition - Contract
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Contract With Customer, Liability [Roll Forward] | ||||
Balance as of beginning of period | $ 200 | $ 200 | $ 192 | $ 149 |
Amount recognized during the period | (192) | (556) | ||
Amount accrued during the period | 200 | 607 | ||
Balance of end of period | 200 | 200 | 192 | 149 |
Deferred credits and other liabilities | 8 | 8 | 5 | |
Caesars Rewards | ||||
Contract With Customer, Liability [Roll Forward] | ||||
Balance as of beginning of period | 78 | 78 | 71 | 66 |
Amount recognized during the period | (34) | (99) | ||
Amount accrued during the period | 41 | 111 | ||
Balance of end of period | 78 | 78 | 71 | 66 |
Caesars rewards and customer advances recognized value | 5 | 30 | ||
Customer Advance Deposits | ||||
Contract With Customer, Liability [Roll Forward] | ||||
Balance as of beginning of period | 122 | 122 | 121 | 83 |
Amount recognized during the period | (158) | (457) | ||
Amount accrued during the period | 159 | 496 | ||
Balance of end of period | 122 | 122 | $ 121 | $ 83 |
Caesars rewards and customer advances recognized value | $ 3 | $ 65 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2019trancheshares | |
Performance stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options, vested (in shares) | 975 |
Number of tranches | tranche | 3 |
Vesting period | 3 years |
Market-based stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options, vested (in shares) | 703 |
Vesting period | 3 years |
Minimum | Performance stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 0.00% |
Minimum | Market-based stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 0.00% |
Maximum | Performance stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 200.00% |
Maximum | Market-based stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 200.00% |
Stock-Based Compensation - Comp
Stock-Based Compensation - Composition of Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 19 | $ 17 | $ 62 | $ 55 |
Corporate expense | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 15 | 13 | 48 | 41 |
Property, general, administrative, and other | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4 | $ 4 | $ 14 | $ 14 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option and Restricted Stock Unit Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, Quantity (in shares) | 3,398,272 | 8,360,365 |
Stock options, Wtd-Avg (usd per share) | $ 13.68 | $ 10.63 |
Granted (in shares) | 0 | |
Exercised (in shares) | 4,800,000 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock units, Quantity (in shares) | 11,335,211 | 13,455,092 |
Stock units, Wtd-Avg (usd per share) | $ 11.12 | $ 11.51 |
Vested (in shares) | 5,200,000 | |
Other vested (in shares) | 5,200,000 | |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock units, Quantity (in shares) | 1,574,182 | 1,466,183 |
Stock units, Wtd-Avg (usd per share) | $ 11.66 | $ 6.79 |
Vested (in shares) | 975,000 | |
Other vested (in shares) | 549,000 | |
Market-based stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock units, Quantity (in shares) | 482,459 | 0 |
Stock units, Wtd-Avg (usd per share) | $ 12.63 | $ 0 |
Vested (in shares) | 703,000 | |
Other vested (in shares) | 35,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Loss before income taxes | $ (382) | $ 0 | $ (1,004) | $ (28) |
Income tax benefit | $ 22 | $ 111 | $ 111 | $ 134 |
Effective tax rate | 5.80% | 11.10% | 478.60% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - Equity Method Investee - Horseshoe Baltimore - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Management fees | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses | $ 2 | $ 2 | $ 7 | $ 7 |
Allocated expenses | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses | $ 2 | $ 1 | $ 5 | $ 4 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($)reportable_segment | |
Segment Reporting [Abstract] | ||
Number of reportable segments | reportable_segment | 3 | |
Property rent expense | $ | $ 3 | $ 9 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Due from affiliates | $ 22 | $ 6 |
Horseshoe Baltimore | ||
Related Party Transaction [Line Items] | ||
Equity method investment, ownership percentage | 44.30% |
Segment Reporting - Condensed S
Segment Reporting - Condensed Statements of Operations - By Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total contract revenues | $ 2,196 | $ 2,140 | $ 6,455 | $ 6,153 |
Real estate leases | 38 | 114 | ||
Other revenues | 2 | 45 | 4 | 123 |
Revenues | 2,236 | 2,185 | 6,573 | 6,276 |
Depreciation and amortization | 255 | 295 | 743 | 843 |
Income/(loss) from operations | (68) | 232 | 441 | 639 |
Interest expense | (341) | (341) | (1,033) | (1,005) |
Other income/(loss) | 27 | 109 | (412) | 338 |
Income tax benefit | 22 | 111 | 111 | 134 |
Real estate leases revenue | 13 | 42 | ||
Casino | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 1,131 | 1,102 | 3,340 | 3,147 |
Revenues | 1,131 | 1,102 | 3,340 | 3,147 |
Food and beverage | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 411 | 408 | 1,216 | 1,182 |
Revenues | 411 | 408 | 1,216 | 1,182 |
Rooms | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 409 | 395 | 1,202 | 1,150 |
Revenues | 409 | 395 | 1,202 | 1,150 |
Management fees | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 15 | 16 | 45 | 46 |
Revenues | 15 | 16 | 45 | 46 |
Reimbursed management costs | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 53 | 51 | 159 | 151 |
Revenues | 53 | 51 | 159 | 151 |
Entertainment and other | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 177 | 168 | 493 | 477 |
Operating Segments | Las Vegas | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 939 | 870 | 2,825 | 2,693 |
Real estate leases | 34 | 105 | ||
Other revenues | 0 | 40 | 0 | 111 |
Revenues | 973 | 910 | 2,930 | 2,804 |
Depreciation and amortization | 121 | 149 | 368 | 423 |
Income/(loss) from operations | (155) | 141 | 336 | 535 |
Interest expense | (82) | (87) | (248) | (245) |
Other income/(loss) | 0 | 4 | 2 | 4 |
Income tax benefit | 0 | 0 | 0 | 0 |
Operating Segments | Las Vegas | Casino | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 292 | 249 | 858 | 817 |
Operating Segments | Las Vegas | Food and beverage | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 250 | 244 | 765 | 731 |
Operating Segments | Las Vegas | Rooms | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 284 | 271 | 884 | 833 |
Operating Segments | Las Vegas | Management fees | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 0 | 0 | 0 | 0 |
Operating Segments | Las Vegas | Reimbursed management costs | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 0 | 0 | 0 | 0 |
Operating Segments | Las Vegas | Entertainment and other | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 113 | 106 | 318 | 312 |
Operating Segments | Other U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 1,115 | 1,122 | 3,185 | 3,025 |
Real estate leases | 4 | 8 | ||
Other revenues | 0 | 3 | 0 | 8 |
Revenues | 1,119 | 1,125 | 3,193 | 3,033 |
Depreciation and amortization | 103 | 129 | 312 | 371 |
Income/(loss) from operations | 194 | 172 | 468 | 389 |
Interest expense | (143) | (137) | (428) | (414) |
Other income/(loss) | (2) | 0 | (1) | 2 |
Income tax benefit | 0 | 0 | 0 | 0 |
Operating Segments | Other U.S. | Casino | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 781 | 789 | 2,293 | 2,143 |
Operating Segments | Other U.S. | Food and beverage | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 156 | 158 | 434 | 431 |
Operating Segments | Other U.S. | Rooms | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 123 | 124 | 315 | 315 |
Operating Segments | Other U.S. | Management fees | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 0 | (2) | 0 | 0 |
Operating Segments | Other U.S. | Reimbursed management costs | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 1 | 1 | 2 | 2 |
Operating Segments | Other U.S. | Entertainment and other | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 54 | 52 | 141 | 134 |
Operating Segments | All Other | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 144 | 150 | 449 | 442 |
Real estate leases | 0 | 1 | ||
Other revenues | 2 | 2 | 4 | 4 |
Revenues | 146 | 152 | 454 | 446 |
Depreciation and amortization | 31 | 17 | 63 | 49 |
Income/(loss) from operations | (107) | (81) | (363) | (285) |
Interest expense | (116) | (117) | (357) | (346) |
Other income/(loss) | 29 | 105 | (413) | 332 |
Income tax benefit | 22 | 111 | 111 | 134 |
Operating Segments | All Other | Casino | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 58 | 64 | 189 | 187 |
Operating Segments | All Other | Food and beverage | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 5 | 6 | 17 | 20 |
Operating Segments | All Other | Rooms | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 2 | 0 | 3 | 2 |
Operating Segments | All Other | Management fees | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 16 | 18 | 46 | 49 |
Operating Segments | All Other | Reimbursed management costs | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 52 | 50 | 157 | 149 |
Operating Segments | All Other | Entertainment and other | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 11 | 12 | 37 | 35 |
Elimination | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | (2) | (2) | (4) | (7) |
Real estate leases | 0 | 0 | ||
Other revenues | 0 | 0 | 0 | 0 |
Revenues | (2) | (2) | (4) | (7) |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Income/(loss) from operations | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Other income/(loss) | 0 | 0 | 0 | 0 |
Income tax benefit | 0 | 0 | 0 | 0 |
Elimination | Casino | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 0 | 0 | 0 | 0 |
Elimination | Food and beverage | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 0 | 0 | 0 | 0 |
Elimination | Rooms | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 0 | 0 | 0 | 0 |
Elimination | Management fees | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | (1) | 0 | (1) | (3) |
Elimination | Reimbursed management costs | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | 0 | 0 | 0 | 0 |
Elimination | Entertainment and other | ||||
Segment Reporting Information [Line Items] | ||||
Total contract revenues | $ (1) | $ (2) | $ (3) | $ (4) |
Segment Reporting - Adjusted EB
Segment Reporting - Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Net income/(loss) attributable to Caesars | $ (359) | $ 110 | $ (891) | $ 105 |
Net loss attributable to noncontrolling interests | (1) | 1 | (2) | 1 |
Income tax benefit | (22) | (111) | (111) | (134) |
Other (income)/loss | (27) | (109) | 412 | (338) |
Interest expense | 341 | 341 | 1,033 | 1,005 |
Depreciation and amortization | 255 | 295 | 743 | 843 |
Impairment of tangible and other intangible assets | 380 | 0 | 430 | 0 |
Other operating costs | 33 | 29 | 86 | 128 |
Stock-based compensation expense | 19 | 17 | 62 | 55 |
Other items | 16 | 27 | 60 | 76 |
Adjusted EBITDA | 635 | 600 | 1,822 | 1,741 |
Operating Segments | Las Vegas | ||||
Segment Reporting Information [Line Items] | ||||
Net income/(loss) attributable to Caesars | (237) | 58 | 90 | 294 |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Income tax benefit | 0 | 0 | 0 | 0 |
Other (income)/loss | 0 | (4) | (2) | (4) |
Interest expense | 82 | 87 | 248 | 245 |
Depreciation and amortization | 121 | 149 | 368 | 423 |
Impairment of tangible and other intangible assets | 380 | 380 | ||
Other operating costs | 7 | 13 | 12 | 42 |
Stock-based compensation expense | 2 | 2 | 6 | 6 |
Other items | 1 | 2 | 3 | 5 |
Adjusted EBITDA | 356 | 307 | 1,105 | 1,011 |
Operating Segments | Other U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Net income/(loss) attributable to Caesars | 49 | 35 | 39 | (24) |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 1 |
Income tax benefit | 0 | 0 | 0 | 0 |
Other (income)/loss | 2 | 0 | 1 | (2) |
Interest expense | 143 | 137 | 428 | 414 |
Depreciation and amortization | 103 | 129 | 312 | 371 |
Impairment of tangible and other intangible assets | 0 | 0 | ||
Other operating costs | 4 | 6 | 16 | 13 |
Stock-based compensation expense | 2 | 2 | 7 | 7 |
Other items | 0 | 1 | 2 | 4 |
Adjusted EBITDA | 303 | 310 | 805 | 784 |
Operating Segments | All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net income/(loss) attributable to Caesars | (171) | 17 | (1,020) | (165) |
Net loss attributable to noncontrolling interests | (1) | 1 | (2) | 0 |
Income tax benefit | (22) | (111) | (111) | (134) |
Other (income)/loss | (29) | (105) | 413 | (332) |
Interest expense | 116 | 117 | 357 | 346 |
Depreciation and amortization | 31 | 17 | 63 | 49 |
Impairment of tangible and other intangible assets | 0 | 50 | ||
Other operating costs | 22 | 11 | 58 | 73 |
Stock-based compensation expense | 15 | 13 | 49 | 42 |
Other items | 15 | 23 | 55 | 67 |
Adjusted EBITDA | (24) | (17) | (88) | (54) |
Intersegment Elimination | ||||
Segment Reporting Information [Line Items] | ||||
Net income/(loss) attributable to Caesars | 0 | 0 | 0 | 0 |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Income tax benefit | 0 | 0 | 0 | 0 |
Other (income)/loss | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Impairment of tangible and other intangible assets | 0 | 0 | ||
Other operating costs | 0 | (1) | 0 | 0 |
Stock-based compensation expense | 0 | 0 | 0 | 0 |
Other items | 0 | 1 | 0 | 0 |
Adjusted EBITDA | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Reporting - Condensed B
Segment Reporting - Condensed Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 25,475 | $ 25,775 |
Total liabilities | 23,008 | 22,437 |
Operating Segments | Las Vegas | ||
Segment Reporting Information [Line Items] | ||
Total assets | 13,567 | 13,987 |
Total liabilities | 5,799 | 5,730 |
Operating Segments | Other U.S. | ||
Segment Reporting Information [Line Items] | ||
Total assets | 8,627 | 8,565 |
Total liabilities | 5,785 | 5,143 |
Operating Segments | All Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | 6,411 | 6,046 |
Total liabilities | 11,434 | 11,267 |
Elimination | ||
Segment Reporting Information [Line Items] | ||
Total assets | (3,130) | (2,823) |
Total liabilities | $ (10) | $ 297 |