Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36629 | |
Entity Registrant Name | CAESARS ENTERTAINMENT, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-3657681 | |
Entity Address, Address Line One | 100 West Liberty Street | |
Entity Address, Address Line Two | 12th Floor | |
Entity Address, City or Town | Reno | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89501 | |
City Area Code | 775 | |
Local Phone Number | 328-0100 | |
Title of 12(b) Security | Common Stock, $.00001 par value | |
Trading Symbol | CZR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 213,774,052 | |
Entity Central Index Key | 0001590895 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,072 | $ 1,776 |
Restricted cash and investments | 302 | 2,021 |
Accounts receivable, net | 438 | 342 |
Due from affiliates | 0 | 44 |
Inventories | 45 | 44 |
Prepayments and other current assets | 256 | 253 |
Assets held for sale ($0 and $130 attributable to our VIEs) | 3,812 | 1,583 |
Total current assets | 5,925 | 6,063 |
Investment in and advances to unconsolidated affiliates | 203 | 173 |
Property and equipment, net | 14,529 | 14,735 |
Gaming rights and other intangibles, net | 5,253 | 4,283 |
Goodwill | 10,967 | 9,864 |
Other assets, net | 2,085 | 1,267 |
Total assets | 38,962 | 36,385 |
CURRENT LIABILITIES: | ||
Accounts payable | 340 | 167 |
Accrued interest | 216 | 229 |
Accrued other liabilities | 1,686 | 1,263 |
Current portion of long-term debt | 70 | 67 |
Liabilities related to assets held for sale ($0 and $130 attributable to our VIEs) | 2,666 | 787 |
Total current liabilities | 4,978 | 2,513 |
Long-term financing obligation | 12,411 | 12,295 |
Long-term debt | 14,453 | 14,073 |
Deferred income taxes | 1,197 | 1,166 |
Other long-term liabilities | 970 | 1,304 |
Total liabilities | 34,009 | 31,351 |
Commitments and contingencies (Note 8) | ||
STOCKHOLDERS' EQUITY: | ||
Caesars stockholders’ equity | 4,890 | 5,016 |
Noncontrolling interests | 63 | 18 |
Total stockholders’ equity | 4,953 | 5,034 |
Total liabilities and stockholders’ equity | $ 38,962 | $ 36,385 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Assets held for sale ($0 and $130 attributable to our VIEs) | $ 3,812 | $ 1,583 |
Liabilities related to assets held for sale ($0 and $130 attributable to our VIEs) | 2,666 | 787 |
VIEs | ||
Assets held for sale ($0 and $130 attributable to our VIEs) | 0 | 130 |
Liabilities related to assets held for sale ($0 and $130 attributable to our VIEs) | $ 0 | $ 130 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUES: | ||||
Net revenues | $ 2,685 | $ 1,443 | $ 6,979 | $ 2,043 |
EXPENSES: | ||||
Other | 114 | 53 | 262 | 63 |
General and administrative | 486 | 338 | 1,284 | 503 |
Corporate | 86 | 90 | 228 | 120 |
Impairment charges | 0 | 0 | 0 | 161 |
Depreciation and amortization | 276 | 225 | 842 | 324 |
Transaction costs and other operating costs | 21 | 220 | 113 | 243 |
Total operating expenses | 2,153 | 1,574 | 5,641 | 2,376 |
Operating income (loss) | 532 | (131) | 1,338 | (333) |
OTHER EXPENSE: | ||||
Interest expense, net | (579) | (485) | (1,734) | (620) |
Loss on extinguishment of debt | (117) | (173) | (140) | (173) |
Other income (loss) | (153) | 9 | (176) | (1) |
Total other expense | (849) | (649) | (2,050) | (794) |
Loss from continuing operations before income taxes | (317) | (780) | (712) | (1,127) |
Benefit (provision) for income taxes | (90) | 138 | (167) | 67 |
Net loss from continuing operations, net of income taxes | (227) | (918) | (545) | (1,194) |
Discontinued operations, net of income taxes | (4) | (7) | (38) | (7) |
Net loss | (231) | (925) | (583) | (1,201) |
Net income attributable to noncontrolling interests | (2) | (1) | (2) | (1) |
Net loss attributable to Caesars | $ (233) | $ (926) | $ (585) | $ (1,202) |
Net Loss per Share - Basic | ||||
Basic loss per share from continuing operations (in dollars per share) | $ (1.08) | $ (6.04) | $ (2.60) | $ (11.49) |
Basic loss per share from discontinued operations (in dollars per share) | (0.02) | (0.05) | (0.18) | (0.07) |
Basic loss per share (in dollars per share) | (1.10) | (6.09) | (2.78) | (11.56) |
Net loss per share -Diluted | ||||
Diluted loss per share from continuing operations (in dollars per share) | (1.08) | (6.04) | (2.60) | (11.49) |
Diluted loss per share from discontinued operations (in dollar per shares) | (0.02) | (0.05) | (0.18) | (0.07) |
Diluted loss per share (in dollars per share) | $ (1.10) | $ (6.09) | $ (2.78) | $ (11.56) |
Weighted average number of shares outstanding: | ||||
Weighted average basic shares outstanding (in shares) | 214 | 152 | 211 | 104 |
Weighted average diluted shares outstanding (in shares) | 214 | 152 | 211 | 104 |
Casino and pari-mutuel commissions | ||||
REVENUES: | ||||
Net revenues | $ 1,510 | $ 981 | $ 4,308 | $ 1,422 |
EXPENSES: | ||||
Cost of goods and services | 830 | 493 | 2,111 | 717 |
Food and beverage | ||||
REVENUES: | ||||
Net revenues | 347 | 127 | 797 | 190 |
EXPENSES: | ||||
Cost of goods and services | 210 | 92 | 484 | 154 |
Hotel | ||||
REVENUES: | ||||
Net revenues | 511 | 200 | 1,122 | 257 |
EXPENSES: | ||||
Cost of goods and services | 130 | 63 | 317 | 91 |
Other | ||||
REVENUES: | ||||
Net revenues | $ 317 | $ 135 | $ 752 | $ 174 |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (231) | $ (925) | $ (583) | $ (1,201) |
Foreign currency translation adjustments | (33) | 1 | (44) | 1 |
Change in fair market value of interest rate swaps, net of tax | 11 | 14 | 33 | 14 |
Other | (3) | 0 | (1) | 0 |
Other comprehensive income (loss), net of tax | (25) | 15 | (12) | 15 |
Comprehensive loss | (256) | (910) | (595) | (1,186) |
Comprehensive income attributable to noncontrolling interests | (2) | (1) | (2) | (1) |
Comprehensive loss attributable to Caesars | $ (258) | $ (911) | $ (597) | $ (1,187) |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non controlling Interests |
Beginning balance (in shares) at Dec. 31, 2019 | 78 | ||||||
Beginning balance at Dec. 31, 2019 | $ 1,117 | $ 0 | $ 760 | $ 366 | $ 0 | $ (9) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock units (in shares) | 0 | ||||||
Issuance of restricted stock units | 6 | 6 | |||||
Net loss | (176) | (176) | |||||
Shares withheld related to net share settlement of stock awards | (7) | (7) | |||||
Ending balance (in shares) at Mar. 31, 2020 | 78 | ||||||
Ending balance at Mar. 31, 2020 | 940 | $ 0 | 759 | 190 | 0 | (9) | 0 |
Beginning balance (in shares) at Dec. 31, 2019 | 78 | ||||||
Beginning balance at Dec. 31, 2019 | 1,117 | $ 0 | 760 | 366 | 0 | (9) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net | 235 | ||||||
Net loss | (1,201) | ||||||
Shares issued to Former Caesars shareholders | 2,381 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 169 | ||||||
Ending balance at Sep. 30, 2020 | 3,389 | $ 0 | 4,200 | (836) | 15 | (9) | 19 |
Beginning balance (in shares) at Mar. 31, 2020 | 78 | ||||||
Beginning balance at Mar. 31, 2020 | 940 | $ 0 | 759 | 190 | 0 | (9) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock units (in shares) | 0 | ||||||
Issuance of restricted stock units | 4 | 4 | |||||
Issuance of common stock (in shares) | 21 | ||||||
Issuance of common stock, net | 772 | 772 | |||||
Net loss | (100) | (100) | |||||
Ending balance (in shares) at Jun. 30, 2020 | 99 | ||||||
Ending balance at Jun. 30, 2020 | 1,616 | $ 0 | 1,535 | 90 | 0 | (9) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock units (in shares) | 1 | ||||||
Issuance of restricted stock units | 37 | 37 | |||||
Issuance of common stock (in shares) | 7 | ||||||
Issuance of common stock, net | 235 | 235 | |||||
Net loss | (925) | (926) | 1 | ||||
Shares issued to Former Caesars shareholders (in shares) | 62 | ||||||
Shares issued to Former Caesars shareholders | 2,381 | 2,381 | |||||
Former Caesars replacement awards | 24 | 24 | |||||
Other comprehensive income, net of tax | 15 | 15 | |||||
Shares withheld related to settlement of stock awards (in shares) | 0 | ||||||
Shares withheld related to net share settlement of stock awards | 1 | 1 | |||||
Acquired noncontrolling interests | 0 | (18) | 18 | ||||
Other | 5 | 5 | |||||
Ending balance (in shares) at Sep. 30, 2020 | 169 | ||||||
Ending balance at Sep. 30, 2020 | 3,389 | $ 0 | 4,200 | (836) | 15 | (9) | 19 |
Beginning balance (in shares) at Dec. 31, 2020 | 208 | ||||||
Beginning balance at Dec. 31, 2020 | 5,034 | $ 0 | 6,382 | (1,391) | 34 | (9) | 18 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock units (in shares) | 0 | ||||||
Issuance of restricted stock units | 23 | 23 | |||||
Net loss | (424) | (423) | (1) | ||||
Other comprehensive income, net of tax | 11 | 11 | |||||
Shares withheld related to net share settlement of stock awards | (14) | (14) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 208 | ||||||
Ending balance at Mar. 31, 2021 | 4,630 | $ 0 | 6,391 | (1,814) | 45 | (9) | 17 |
Beginning balance (in shares) at Dec. 31, 2020 | 208 | ||||||
Beginning balance at Dec. 31, 2020 | 5,034 | $ 0 | 6,382 | (1,391) | 34 | (9) | 18 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net | 440 | ||||||
Net loss | (583) | ||||||
Shares issued to Former Caesars shareholders | 0 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 214 | ||||||
Ending balance at Sep. 30, 2021 | 4,953 | $ 0 | 6,867 | (1,976) | 22 | (23) | 63 |
Beginning balance (in shares) at Mar. 31, 2021 | 208 | ||||||
Beginning balance at Mar. 31, 2021 | 4,630 | $ 0 | 6,391 | (1,814) | 45 | (9) | 17 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock units (in shares) | 0 | ||||||
Issuance of restricted stock units | 21 | 21 | |||||
Issuance of common stock (in shares) | 5 | ||||||
Issuance of common stock, net | 440 | 454 | (14) | ||||
Net loss | 72 | 71 | 1 | ||||
Other comprehensive income, net of tax | 2 | 2 | |||||
Shares withheld related to settlement of stock awards (in shares) | 0 | ||||||
Shares withheld related to net share settlement of stock awards | (13) | (13) | |||||
Acquired noncontrolling interests | 10 | 10 | |||||
Ending balance (in shares) at Jun. 30, 2021 | 213 | ||||||
Ending balance at Jun. 30, 2021 | 5,162 | $ 0 | 6,853 | (1,743) | 47 | (23) | 28 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock units (in shares) | 1 | ||||||
Issuance of restricted stock units | 20 | 20 | |||||
Net loss | (231) | (233) | 2 | ||||
Other comprehensive income, net of tax | (25) | (25) | |||||
Shares withheld related to settlement of stock awards (in shares) | 0 | ||||||
Shares withheld related to net share settlement of stock awards | (6) | (6) | |||||
Acquired noncontrolling interests | 33 | 0 | 33 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 214 | ||||||
Ending balance at Sep. 30, 2021 | $ 4,953 | $ 0 | $ 6,867 | $ (1,976) | $ 22 | $ (23) | $ 63 |
CONSOLIDATED CONDENSED STATEM_4
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | $ 974 | $ (203) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment, net | (313) | (95) |
Acquisition of gaming rights and trademarks | (282) | (20) |
Proceeds from sale of businesses, property and equipment, net of cash sold | 709 | 231 |
Proceeds from the sale of investments | 206 | 0 |
Proceeds from insurance related to property damage | 44 | 0 |
Investments in unconsolidated affiliates | (39) | (1) |
Net cash used in investing activities | (1,231) | (6,242) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from long-term debt and revolving credit facilities | 1,308 | 9,765 |
Repayments of long-term debt and revolving credit facilities | (1,125) | (2,826) |
Cash paid to settle convertible notes | (367) | (574) |
Proceeds from sale-leaseback financing arrangement | 0 | 3,219 |
Financing obligation payments | 0 | (49) |
Debt issuance and extinguishment costs | (42) | (356) |
Proceeds from issuance of common stock | 0 | 772 |
Taxes paid related to net share settlement of equity awards | (33) | (8) |
Net cash provided by (used in) financing activities | (259) | 9,943 |
Cash flows from operating activities | (55) | 3 |
Cash flows from investing activities | (1,453) | (3) |
Cash flows from financing activities | 591 | 0 |
Net cash used in discontinued operations | (917) | 0 |
Change in cash, cash equivalents and restricted cash classified as assets held for sale | 10 | 0 |
Effect of foreign currency exchange rates on cash | 31 | 0 |
Increase (decrease) in cash, cash equivalents and restricted cash | (1,392) | 3,498 |
Cash, cash equivalents and restricted cash, beginning of period | 4,280 | 217 |
Cash, cash equivalents and restricted cash, end of period | 2,888 | 3,715 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED CONDENSED BALANCE SHEETS: | ||
Cash and cash equivalents | 1,072 | 1,051 |
Restricted cash included in restricted cash and investments | 302 | 2,251 |
Restricted and escrow cash included in other assets, net | 1,166 | 413 |
Cash and cash equivalents and restricted cash - discontinued operations | 348 | 0 |
Total cash, cash equivalents and restricted cash | 2,888 | 3,715 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 1,528 | 373 |
Income taxes paid (refunded), net | (6) | 19 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Payables for capital expenditures | 72 | 117 |
Exchange for sale-leaseback financing obligation | 0 | 246 |
Convertible notes settled with shares | 440 | 235 |
Land contributed to joint venture | 61 | 0 |
Shares issued to Former Caesars shareholders | 0 | 2,381 |
Caesars Entertainment Corp. | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Business acquisitions, net of cash acquired | 0 | (6,357) |
William Hill | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Business acquisitions, net of cash acquired | (1,551) | 0 |
Horseshoe Baltimore | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Business acquisitions, net of cash acquired | $ (5) | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization The Company is a geographically diversified gaming and hospitality company that was founded in 1973 by the Carano family with the opening of the Eldorado Hotel Casino in Reno, Nevada. The Company partnered with MGM Resorts International to build Silver Legacy Resort Casino in Reno, Nevada in 1993 and, beginning in 2005, grew through a series of acquisitions, including the acquisition of Eldorado Resort Casino Shreveport (“Eldorado Shreveport”) in 2005, MTR Gaming Group, Inc. in 2014, Circus Circus Reno and the 50% membership interest in the Silver Legacy that was owned by MGM Resorts International in 2015, Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”) in 2017 and Grand Victoria Casino and Tropicana Entertainment, Inc. in 2018. On July 20, 2020, the Company completed the merger with Caesars Entertainment Corporation (“Former Caesars”) pursuant to which Former Caesars became a wholly-owned subsidiary of the Company (the “Merger”). On April 22, 2021, the Company completed the acquisition of William Hill PLC for £2.9 billion, or approximately $3.9 billion (the “William Hill Acquisition”). See below for further discussion of the William Hill Acquisition. The Company owns, leases, brands or manages an aggregate of 53 domestic properties in 16 states with approximately 56,000 slot machines, video lottery terminals and e-tables, approximately 2,900 table games and approximately 46,500 hotel rooms as of September 30, 2021. The Company operates and conducts sports wagering across 18 states plus the District of Columbia, 14 of which are mobile for sports betting, and operates regulated online real money gaming businesses in five states. In addition, we have other domestic and international properties that are authorized to use the brands and marks of Caesars Entertainment, Inc., as well as other non-gaming properties. Upon completion of our previously announced sales, or expected sales, of certain gaming properties, we expect to continue to own, lease, brand or manage 51 properties. The Company’s primary source of revenue is generated by our casino properties’ gaming operations, as well as online gaming, and the Company utilizes its hotels, restaurants, bars, entertainment, racing, sportsbook offerings, retail shops and other services to attract customers to its properties. The Company previously entered into several agreements to divest of certain properties and other assets, including non-core properties and divestitures required by regulatory agencies. See Note 3 for a discussion of properties recently sold or currently held for sale and Note 15 for segment information. Harrah’s Louisiana Downs met held for sale criteria as of the date of the closing of the Merger. Additionally, as described below, William Hill non-U.S. operations met held for sale criteria as of the date of the closing of the William Hill Acquisition. These properties are appropriately classified as discontinued operations. On August 26, 2021, the Company increased its ownership interest in CBAC Borrower, LLC (“Horseshoe Baltimore”), a property which it also manages, to approximately 75.8%. Caesars was subsequently determined to have a controlling financial interest in Horseshoe Baltimore and we began to consolidate the results of operations of the property following our change in ownership. See Note 2. Our previously held investment was remeasured as of the date of our change in ownership and the Company recognized a gain of $40 million during the nine months ended September 30, 2021. Management fees received prior to the consolidation event have been presented within our Managed and Branded segment. Following the increase in ownership, the operations of Horseshoe Baltimore are presented within the Regional segment. William Hill Acquisition On September 30, 2020, the Company announced that it had reached an agreement with William Hill PLC on the terms of a recommended cash acquisition pursuant to which the Company would acquire the entire issued and to be issued share capital (other than shares owned by the Company or held in treasury) of William Hill PLC, in an all-cash transaction. On April 20, 2021, a UK Court sanctioned the proposed acquisition and on April 22, 2021, the Company completed the acquisition of William Hill PLC for £2.9 billion, or approximately $3.9 billion. See Note 2. In connection with the William Hill Acquisition, on April 22, 2021, a newly formed subsidiary of the Company (the “Bridge Facility Borrower”) entered into a Credit Agreement (the “Bridge Credit Agreement”) with certain lenders party thereto and Deutsche Bank AG, London Branch, as administrative agent and collateral agent, pursuant to which the lenders party thereto provided the Debt Financing (as defined below). The Bridge Credit Agreement provides for (a) a 540-day £1.0 billion asset sale bridge facility, (b) a 60-day £503 million cash confirmation bridge facility and (c) a 540-day £116 million revolving credit facility (collectively, the “Debt Financing”). The proceeds of the bridge loan facilities provided under the Bridge Credit Agreement were used (i) to pay a portion of the cash consideration for the acquisition and (ii) to pay fees and expenses related to the acquisition and related transactions. The proceeds of the revolving credit facility under the Bridge Credit Agreement may be used for working capital and general corporate purposes. The £1.5 billion Interim Facilities Agreement (the “Interim Facilities Agreement”) entered into on October 6, 2020 with Deutsche Bank AG, London Branch and JPMorgan Chase Bank, N.A., and amended on December 11, 2020, was terminated upon the execution of the Bridge Credit Agreement. On May 12, 2021, we repaid the £503 million cash confirmation bridge facility. On June 14, 2021, the Company drew down the full £116 million from the revolving credit facility and the proceeds, in addition to excess Company cash, were used to make a partial repayment of the asset sale bridge facility in the amount of £700 million. Outstanding borrowings under the Bridge Credit Agreement are expected to be repaid upon the sale of William Hill’s non-U.S. operations including the UK and international online divisions and the retail betting shops (collectively, “William Hill International”), all of which are held for sale and related activity is reflected within discontinued operations. Certain investments acquired have been excluded from the held for sale asset group. See Note 7 for investments in which the Company elected to apply the fair value option. On September 8, 2021, the Company entered into an agreement to sell William Hill International to 888 Holdings Plc for approximately £2.2 billion. After repayment of the outstanding debt under the Bridge Credit Agreement, described above, and other working capital adjustments, the Company expects to receive approximately £835 million, or $1.2 billion. The sale is subject to satisfaction of customary conditions, including receipt of the approval of shareholders of 888 Holdings Plc and regulatory approvals, and is expected to close in the first quarter of 2022. See Note 3. Reclassifications Certain reclassifications of prior year presentations have been made to conform to the current period presentation. In June 2021, the Indiana Gaming Commission amended its order that previously required the Company to sell a third casino asset in the state. As a result, Caesars will not be required to sell Horseshoe Hammond and Horseshoe Hammond no longer meets the held for sale criteria. The assets and liabilities held for sale have been reclassified as held and used for all periods presented measured at the lower of the carrying amount, adjusted for depreciation and amortization that would have been recognized had the assets been continuously classified as held and used, and the fair value at the date of the amended ruling. Additionally, amounts previously presented in discontinued operations have been reclassified into continuing operations for all periods presented. Basis of Presentation The accompanying unaudited consolidated condensed financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, all of which are normal and recurring, considered necessary for a fair presentation. The results of operations for these interim periods are not necessarily indicative of the operating results for other quarters, for the full year or any future period. The William Hill Acquisition and rebranding of our interactive business (formerly, Caesars Interactive Entertainment “CIE” and now, inclusive of William Hill US, “Caesars Digital”) expands our access to conduct sports wagering and real online money gaming operations. As a result, the Company has made a change to the composition of its reportable segments. The Las Vegas and Regional segments are substantially unchanged, while the former Managed, International and CIE reportable segment has been recast for all periods presented into two segments: Caesars Digital and Managed and Branded. As a result of the sale of Caesars Entertainment UK, including the interest in Emerald Resort & Casino (together, “Caesars UK Group”) and the announced sale of William Hill International, international operations are classified as discontinued operations. See Note 15 for a listing of properties included in each segment and the determination of our segments. The presentation of financial information herein for the periods after the Company’s acquisitions of Former Caesars on July 20, 2020, William Hill on April 22, 2021 and the acquisition of an additional interest in Horseshoe Baltimore on August 26, 2021 is not fully comparable to the periods prior to the respective acquisitions. In addition, the presentation of financial information herein for the periods after the Company’s sales of various properties is not fully comparable to the periods prior to their respective sale dates. See Note 2 for further discussion of the acquisitions and related transactions and Note 3 for properties recently sold or currently held for sale. Consolidation of Subsidiaries and Variable Interest Entities Our consolidated condensed financial statements include the accounts of Caesars Entertainment, Inc. and its subsidiaries after elimination of all intercompany accounts and transactions. We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities (“VIEs”) for which we or one of our consolidated subsidiaries is the primary beneficiary. Control generally equates to ownership percentage, whereby (i) affiliates that are more than 50% owned are consolidated; (ii) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where we have determined that we have significant influence over the entities; and (iii) investments in affiliates of 20% or less are generally accounted for as investments in equity securities. We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the results of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review 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, there may be a material effect to our financial statements. Consolidation of Korea Joint Venture The Company had 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 was a VIE and the Company was the primary beneficiary, and therefore, we had consolidated the Korea JV into our financial statements. As of December 31, 2020, the assets and liabilities of the Korea JV were classified as held for sale and consisted of $130 million of Property and equipment and Other assets and $130 million of current and other long-term liabilities. We sold our interest in the Korea JV on January 21, 2021 and derecognized its assets and liabilities from our Balance Sheets. There was no gain or loss associated with the sale. Developments Related to COVID-19 In January 2020, an outbreak of a new strain of coronavirus (“COVID-19”) was identified and spread throughout much of the world, including the U.S. All of the Company’s casino properties were temporarily closed for the period from mid-March 2020 through mid-May 2020 due to orders issued by various government agencies and tribal bodies as part of certain precautionary measures intended to help slow the spread of COVID-19. As of September 30, 2021, the Company has resumed operations at all of its properties, to the extent permitted by regulations governing the applicable jurisdiction, with the exception of Lake Charles which was severely damaged by Hurricane Laura (see Note 8). During the nine months ended September 30, 2021, most of our properties have experienced positive trends as restrictions on maximum capacities and amenities available have been eased. The Company continued to pay its full-time employees through April 10, 2020, including tips and tokens. Effective April 11, 2020, the Company furloughed approximately 90% of its employees, implemented salary reductions and committed to continue to provide benefits to its employees through their furloughed period. The Company has emphasized a focus on labor efficiencies as the Company’s workforce returns and operations resume in compliance with governmental or tribal orders, directives, and guidelines. The COVID-19 public health emergency had a material adverse effect on the Company’s business, financial condition and results of operations for comparative periods in 2020, including the three and nine months ended September 30, 2020 which continued into the first quarter of 2021. The effects of COVID-19 resulted in a triggering event in the prior year and the Company recognized impairment charges of $116 million related to goodwill and trade names during the nine months ended September 30, 2020. On March 19, 2021, the Company filed a lawsuit against its insurance carriers for losses attributed to the COVID-19 public health emergency. See Note 8. The Company has experienced positive operating trends thus far in 2021, with a continued focus on operational efficiencies which have resulted in net income, Adjusted EBITDA and Adjusted EBITDA margin exceeding pre-pandemic levels experienced in 2019 within our Las Vegas and Regional segments. However, certain revenue streams continue to be negatively impacted, including convention and entertainment revenues, and have yet to reach pre-pandemic levels as compared to 2019. The extent of the ongoing and future effects of the COVID-19 public health emergency on the Company’s business and the casino resort industry generally is uncertain. The extent and duration of the negative impact of the COVID-19 public health emergency will ultimately depend on future developments, including but not limited to, the duration and severity of the outbreak or new variants, restrictions on operations imposed by governmental authorities, the potential for authorities reimposing stay at home orders, international and domestic travel restrictions or additional restrictions in response to continued developments with the COVID-19 public health emergency, the Company’s ability to adapt to evolving operating procedures and maintain adequate staffing in response to increased customer demand, the impact on consumer demand and discretionary spending, the efficacy and acceptance of vaccines, and the Company’s ability to adjust its cost structures for the duration of any such interruption of its operations. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (the “FASB”) issued the following authoritative guidance amending the FASB Accounting Standards Codification. Effective January 1, 2021, we adopted Accounting Standards Updates (“ASU”) 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General, which did not have a material effect on our financial statements. The following ASUs were not implemented as of September 30, 2021: Previously Disclosed In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. The amendments in this update are intended to provide relief to the companies that have contracts, hedging relationships or other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate which is expected to be discontinued because of reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions if certain criteria are met. The amendments in this update are effective as of March 12, 2020 and companies may elect to apply the amendments prospectively through December 31, 2022. The Company has not yet adopted this new guidance and is evaluating the qualitative and quantitative effect the new guidance will have on its Financial Statements. |
Acquisitions and Purchase Price
Acquisitions and Purchase Price Accounting | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Purchase Price Accounting | Acquisitions and Purchase Price Accounting Merger with Caesars Entertainment Corporation On July 20, 2020, the Merger was consummated and Former Caesars became a wholly-owned subsidiary of the Company. The strategic rationale for the Merger includes, but is not limited to, the following: • Creation of the largest owner, operator and manager of domestic gaming assets • Diversification of the Company’s domestic footprint • Access to iconic brands, rewards programs and new gaming opportunities expected to enhance customer experience • Realization of significant identified synergies The total purchase consideration for Former Caesars was $10.9 billion. The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value. (In millions) Consideration Cash consideration paid $ 6,090 Shares issued to Former Caesars shareholders (a) 2,381 Cash paid to retire Former Caesars debt 2,356 Other consideration paid 48 Total purchase consideration $ 10,875 (a) Former Caesars common stock was converted into the right to receive approximately 0.3085 shares of the Company’s Common Stock, with a value equal to approximately $12.41 in cash (based on the volume weighted average price per share of the Company’s Common Stock for the ten trading days ending on July 16, 2020). Final Purchase Price Allocation The fair values are based on management’s analysis including work performed by a third-party valuation specialist, which were finalized over the one-year measurement period. The following table summarizes the allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Former Caesars, with the excess recorded as goodwill as of September 30, 2021: (In millions) Fair Value Current and other assets $ 3,540 Property and equipment 13,096 Goodwill 9,064 Intangible assets (a) 3,394 Other noncurrent assets 710 Total assets $ 29,804 Current liabilities $ 1,771 Financing obligation 8,149 Long-term debt 6,591 Noncurrent liabilities 2,400 Total liabilities 18,911 Noncontrolling interests 18 Net assets acquired $ 10,875 ____________________ (a) Intangible assets consist of gaming rights valued at $396 million, trade names valued at $2.1 billion, Caesars Rewards programs valued at $523 million and customer relationships valued at $425 million. The fair values of the assets acquired and liabilities assumed were determined using the market, income, and cost approaches, or a combination. Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Former Caesars acquisition make use of Level 3 inputs, such as expected cash flows and projected financial results. The market approach indicates value for a subject asset based on available market pricing for comparable assets. Trade receivables and payables and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the Former Caesars acquisition date. Assets and liabilities held for sale are recorded at fair value, less costs to sell, based on the agreements reached as of the acquisition date, or an income approach. Certain financial assets acquired were determined to have experienced more than insignificant deterioration of credit quality since origination. A reconciliation of the difference between the purchase price of financial assets, including acquired markers, and the face value of the assets is as follows: (In millions) Purchase price of financial assets $ 95 Allowance for credit losses at the acquisition date based on the acquirer’s assessment 89 Discount (premium) attributable to other factors 2 Face value of financial assets $ 186 The fair value of land was determined using the sales comparable approach. The market data is then adjusted for any significant differences, to the extent known, between the identified comparable sites and the site being valued. The value of building and site improvements was estimated via the income approach. Other personal property assets such as furniture, gaming and computer equipment, fixtures, computer software, and restaurant equipment were valued using the cost approach which is based on replacement or reproduction costs of the asset. The cost approach is an estimation of fair value developed by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors: physical deterioration, functional obsolescence, and/or economic obsolescence. Non-amortizing intangible assets acquired primarily include trademarks, Caesars Rewards and gaming rights. The fair value for these intangible assets was determined using either the relief from royalty method and excess earnings method under the income approach or a replacement cost market approach. Trademarks and Caesars Rewards were valued using the relief from royalty method, which presumes that without ownership of such trademarks or loyalty program, the Company would have to make a stream of payments to a brand or franchise owner in return for the right to use their name or program. By virtue of this asset, the Company avoids any such payments and records the related intangible value of the Company’s ownership of the brand name or program. The acquired trademarks, including Caesars Rewards are indefinite lived intangible assets. Customer relationships are valued using an income approach, comparing the prospective cash flows with and without the customer relationships in place to estimate the fair value of the customer relationships, with the fair value assumed to be equal to the discounted cash flows of the business that would be lost if the customer relationships were not in place and needed to be replaced. We estimate the useful life of these customer relationships to be approximately seven years from the Merger date. Gaming rights include our gaming licenses in various jurisdictions and may have indefinite lives or an estimated useful life. The fair value of the gaming rights was determined using the excess earnings or replacement cost methodology, based on whether the license resides in gaming jurisdictions where competition is limited to a specified number of licensed gaming operators. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the gaming license intangible asset, which is net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets. The replacement cost of the gaming license was used as an indicator of fair value. The acquired gaming rights have indefinite lives, with the exception of one jurisdiction in which we estimate the useful life of the license to be approximately 34 years from the Merger date. Goodwill is the result of expected synergies from the operations of the combined company and the assembled workforce of Former Caesars. The final assignment of goodwill to our reporting units has not been completed. The goodwill acquired will not generate amortization deductions for income tax purposes. The fair value of long-term debt has been calculated based on market quotes. The fair value of the financing obligations were calculated as the net present value of both the fixed base rent payments and the forecasted variable payments plus the expected residual value of the land and building returned at the end of the expected usage period. The Company recognized acquisition-related transaction costs of $6 million and $107 million for the three months ended September 30, 2021 and 2020, respectively, and $21 million and $129 million for the nine months ended September 30, 2021 and 2020, respectively, in connection with the Merger. Transaction costs were associated with legal, IT costs, internal labor and professional services and were recorded in Transaction costs and other operating costs in our Statements of Operations. For the period of January 1, 2021 through September 30, 2021, the properties of Former Caesars generated net revenues of $5.3 billion, excluding discontinued operations, and a net loss of $411 million. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of Former Caesars as if it had occurred on January 1, 2020. The pro forma amounts include the historical operating results of the Company and Former Caesars prior to the acquisition, with adjustments directly attributable to the acquisition. The pro forma results include adjustments and consequential tax effects to reflect incremental depreciation and amortization expense to be incurred based on preliminary fair values of the identifiable property and equipment and intangible assets acquired, the incremental interest expense associated with the issuance of debt to finance the acquisition and the adjustments to exclude acquisition related costs incurred during the three and nine months ended September 30, 2020 as if incurred in the first quarter of 2020. The unaudited pro forma financial information is not necessarily indicative of the financial results that would have occurred had the Merger been consummated as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the Merger. (In millions) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Net revenues $ 1,639 $ 4,145 Net loss (989) (2,266) Net loss attributable to Caesars (927) (2,200) Acquisition of William Hill On April 22, 2021, we completed the previously announced acquisition of William Hill PLC for cash consideration of approximately £2.9 billion, or approximately $3.9 billion, based on the GBP to USD exchange rate on the closing date . Prior to the acquisition, William Hill PLC’s U.S. subsidiary, William Hill U.S. Holdco (“William Hill US” and together with William Hill PLC, “William Hill”) operated 37 sportsbooks at our properties in eight states. Following the William Hill Acquisition, we conduct sports wagering in 18 states across the U.S. plus the District of Columbia. Additionally, we operate regulated online real money gaming businesses in five states and continue to leverage the World Series of Poker (“WSOP”) brand, and license the WSOP trademarks for a variety of products and services. Extensive usage of digital platforms, continued legalization in additional states, and growing bettor demand are driving the market for online sports betting platforms in the U.S. and the William Hill Acquisition positioned us to address this growing market. On September 8, 2021, the Company entered into an agreement to sell William Hill International to 888 Holdings Plc for approximately £2.2 billion. The sale is subject to satisfaction of customary conditions, including receipt of the approval of shareholders and regulatory approvals, and is expected to close in the first quarter of 2022. The Company previously held an equity interest in William Hill PLC and William Hill US (see Note 4). Accordingly, the acquisition is accounted for as a business combination achieved in stages, or a “step acquisition.” As mentioned above, the total purchase consideration for William Hill was approximately $3.9 billion . The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value. (In millions) Consideration Cash for outstanding William Hill common stock (a) $ 3,909 Fair value of William Hill equity awards 30 Settlement of preexisting relationships (net of receivable/payable) 7 Settlement of preexisting relationships (net of previously held equity investment and off-market settlement) (34) Total purchase consideration $ 3,912 ____________________ (a) William Hill common stock of approximately 1.0 billion shares as of the acquisition date was paid at £2.72 per share, or approximately $3.77 per share using the GBP to USD exchange rate on the acquisition date. Preliminary Purchase Price Allocation The purchase price allocation for William Hill is preliminary as it relates to determining the fair value of certain assets and liabilities, including goodwill, and is subject to change. The fair values are based on management’s analysis including preliminary work performed by third-party valuation specialists, which are subject to finalization over the one-year measurement period. The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of William Hill, with the excess recorded as goodwill as of September 30, 2021: (In millions) Fair Value Other current assets $ 160 Assets held for sale 4,375 Property and equipment, net 55 Goodwill 1,102 Intangible assets (a) 565 Other noncurrent assets 307 Total assets $ 6,564 Other current liabilities $ 249 Liabilities related to assets held for sale (b) 2,130 Deferred income taxes 228 Other noncurrent liabilities 35 Total liabilities 2,642 Noncontrolling interests 10 Net assets acquired $ 3,912 ____________________ (a) Intangible assets consist of gaming rights valued at $80 million, trademarks valued at $27 million , developed technology valued at $110 million , reacquired rights valued a t $280 million and user relationships valued at $68 million. (b) Includes debt of $1.1 billion related to William Hill International at the acquisition date. The Company entered into an agreement on September 8, 2021 to sell William Hill International to 888 Holdings Plc for approximately £2.2 billion. The assets and liabilities held for sale noted above are substantially all related to William Hill International. As noted above, the purchase price allocation was subject to a measurement period and, due to the agreement with 888 Holdings Plc, the estimates of fair values as of September 30, 2021 have been revised. Total purchase consideration decreased by $54 million related to the value of the preexisting relationships, specifically our previously held equity investment and off-market contract settlement. Additionally, the estimated fair value of the assets and liabilities held for sale at the time of the William Hill Acquisition have been adjusted to reflect the sale price with 888 Holdings Plc. The net impact of the changes was a decrease of $3 million in other current assets, a $521 million increase to assets held for sale, a $271 million decrease to goodwill, a $131 million decrease to intangible assets, a $27 million increase to liabilities held for sale, and a $143 million increase to deferred income taxes. The effect of these revisions resulted in a change in the estimated value of our previously held investment in William Hill US and we recorded a $54 million loss during the quarter, for a total loss of $75 million during the nine months ended September 30, 2021, which is included in Other income (loss) on the Statement of Operations. The fair values of the assets acquired and liabilities assumed were determined using the market, income, and cost approaches, or a combination. Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the William Hill acquisition make use of Level 3 inputs, such as expected cash flows and projected financial results. The market approach indicates value for a subject asset based on available market pricing for comparable assets. Trade receivables and payables and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the William Hill acquisition date. Assets and liabilities held for sale substantially represent William Hill International which has been initially valued using a combination of approaches including a market approach based on valuation multiples and EBITDA, the relief from royalty method and the replacement cost method. In addition to the approaches described, our estimates have been updated to reflect the sale price of William Hill International in the proposed sale to 888 Holdings Plc, described above. The acquired net assets of William Hill included certain investments in common stock. Investments with a publicly available share price were valued using the share price on the acquisition date. Investments without publicly available share data were valued at their carrying value, which approximated fair value. Other personal property assets such as furniture, equipment, computer hardware, and fixtures were valued using a cost approach which determined that the carrying values represented fair value of those items at the William Hill acquisition date. Trademarks and developed technology were valued using the relief from royalty method, which presumes that without ownership of such trademarks or technology, the Company would have to make a series of payments to the assets’ owner in return for the right to use their brand or technology. By virtue of their ownership of the respective intangible assets, the Company avoids any such payments and records the related intangible value. The estimated useful lives of the trademarks and developed technology are approximately 15 years and six years, respectively, from the acquisition date. Online user relationships are valued using a cost approach based on the estimated marketing and promotional cost to acquire the new active user base if the user relationships were not already in place and needed to be replaced. We estimate the useful life of the user relationships to be approximately three years from the acquisition date. Operating agreements with non-Caesars entities allowed William Hill to operate retail and online sportsbooks as well as online gaming within certain states. These agreements are valued using the excess earnings method, estimating the projected profits of the business attributable to the rights afforded through the agreements, adjusted for returns of other assets that contribute to the generation of this profit, such as working capital, fixed assets and other intangible assets. We estimate the useful life of these operating agreements to be approximately 20 years from the acquisition date. The reacquired rights intangible asset represents the estimated fair value of the Company’s share of the William Hill’s forecasted profits arising from the prior contractual arrangement with the Company to operate retail and online sportsbooks and online gaming. This fair value estimate was determined using the excess earnings method, an income-based approach that reflects the present value of the future profit William Hill expected to earn over the remaining term of the contract, adjusted for returns of other assets that contribute to the generation of this profit, such as working capital, fixed assets and other intangible assets. The forecasted profit used within this valuation is adjusted for the settlement of the preexisting relationship noted previously in the calculation of the purchase consideration in order to avoid double counting of this settlement. Reacquired rights are amortizable over the remaining contractual period of the contract in which the rights were granted and estimated to be approximately 24 years from the acquisition date. Goodwill is the result of expected synergies from the operations of the combined company and future customer relationships including the brand names and strategic partner relationships of Caesars and the technology and assembled workforce of William Hill. The goodwill acquired will not generate amortization deductions for income tax purposes. The fair value of long-term debt assumed has been calculated based on market quotes. The Company recognized acquisition-related transaction costs of $5 million and $60 million for the three and nine months ended September 30, 2021, respectively, excluding additional transaction costs associated with sale of William Hill International. These costs were associated with legal and professional services and were recorded in Transaction costs and other operating costs in our Statements of Operations. For the period of April 22, 2021 through September 30, 2021, the operations of William Hill generated net revenues of $104 million, excluding discontinued operations (see Note 3), and a net loss of $205 million. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information is presented to illustrate the estimated effects of the William Hill Acquisition as if it had occurred on January 1, 2020. The pro forma amounts include the historical operating results of the Company and William Hill prior to the acquisition, with adjustments directly attributable to the acquisition. The pro forma results include adjustments and consequential tax effects to reflect incremental amortization expense to be incurred based on preliminary fair values of the identifiable intangible assets acquired, eliminate gains and losses related to certain investments and adjustments to the timing of acquisition related costs and expenses incurred during the three and nine months ended September 30, 2021 and to recognize these costs during the nine months ended September 30, 2020. The unaudited pro forma financial information is not necessarily indicative of the financial results that would have occurred had the William Hill Acquisition been consummated as of the dates indicated, nor is it indicative of any future results. The unaudited pro forma financial information does not include the operations of William Hill International as such operations were expected to be divested upon the acquisition date. Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Net revenues $ 2,685 $ 1,484 $ 7,106 $ 2,131 Net loss (155) (980) (427) (1,473) Net loss attributable to Caesars (157) (981) (429) (1,474) Consolidation of Horseshoe Baltimore On August 26, 2021, the Company increased its ownership interest in Horseshoe Baltimore, a property which it also manages, to approximately 75.8% for cash consideration of $55 million. Subsequent to the change in ownership, the Company was determined to have a controlling financial interest and has begun to consolidate the operations of Horseshoe Baltimore. Prior to the purchase, the Company held an interest in Horseshoe Baltimore of approximately 44.3% which was accounted for as an equity method investment. Our previously held investment was remeasured as of the date of our change in ownership and the Company recorded a gain of approximately $40 million, which was recorded in Other income (loss) on the Statement of Operations . (In millions) Consideration Cash for additional ownership interest $ 55 Preexisting relationships (net of receivable/payable) 18 Preexisting relationships (previously held equity investment) 81 Total purchase consideration $ 154 Preliminary Purchase Price Allocation The purchase price allocation for Horseshoe Baltimore is preliminary as it relates to determining the fair value of certain assets and liabilities, including potential goodwill, and is subject to change. The estimated fair values are based on management’s analysis, including preliminary work performed by a third-party valuation specialist, which is subject to finalization over the one-year measurement period. The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets and liabilities of Horseshoe Baltimore, with any potential excess recorded as goodwill as of September 30, 2021: (In millions) Fair Value Current assets $ 60 Property and equipment, net 215 Intangible assets (a) 241 Other noncurrent assets 136 Total assets $ 652 Current liabilities $ 26 Long-term debt 272 Other long-term liabilities 158 Total liabilities 456 Noncontrolling interests 42 Net assets acquired $ 154 ____________________ (a) Intangible assets consist of gaming rights valued at $232 million and customer relationships valued at $9 million. The fair values of the assets acquired and liabilities assumed were determined using the market, income, and cost approaches, or a combination. Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Horseshoe Baltimore acquisition make use of Level 3 inputs, such as expected cash flows and projected financial results. The market approach indicates value for a subject asset based on available market pricing for comparable assets. Trade receivables and payables and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the Horseshoe Baltimore acquisition date. Other personal property assets such as furniture, equipment, computer hardware, and fixtures were valued at the existing carrying values as they closely represented the estimated fair value of those items at the Horseshoe Baltimore acquisition date. The right of use asset and operating lease liability related to a ground lease for the site on which Horseshoe Baltimore is located was recorded at carrying value, which approximates fair value. Customer relationships are valued using an income approach, comparing the prospective cash flows with and without the customer relationships in place to estimate the fair value of the customer relationships, with the fair value assumed to be equal to the discounted cash flows of the business that would be lost if the customer relationships were not in place and needed to be replaced. We estimate the useful life of these customer relationships to be approximately seven years. The fair value of the gaming rights was determined using the excess earnings method, which is an income approach methodology that estimates the projected cash flows of the business attributable to the gaming license intangible asset, which is net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets. The acquired gaming rights are considered to have an indefinite life. The fair value of long-term debt has been calculated based on market quotes. For the period of August 26, 2021 through September 30, 2021, the operations of Horseshoe Baltimore generated net revenues of $18 million, and net income of $1 million. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information is presented to illustrate the estimated effects of the Horseshoe Baltimore consolidation as if it had occurred on January 1, 2020. The pro forma amounts included the historical operating results of the Company and Horseshoe Baltimore prior to the consolidation. The pro forma results include adjustments and consequential tax effects to reflect incremental amortization expense to be incurred based on preliminary fair values of the identifiable intangible assets acquired and adjustments to eliminate certain revenues and expenses which are considered intercompany activities. The unaudited pro forma financial information is not necessarily indicative of the financial results that would have occurred had the consolidation of Horseshoe Baltimore occurred as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the consolidation. Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Net revenues $ 2,718 $ 1,495 $ 7,102 $ 2,148 Net loss (265) (924) (611) (1,219) Net loss attributable to Caesars (268) (925) (617) (1,216) |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Assets Held for Sale The Company periodically divests assets that it does not consider core to its business to raise capital or, in some cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities. The carrying value of the net assets held for sale are compared to the expected selling price and any expected losses are recorded immediately. Gains or losses associated with the disposal of assets held for sale are recorded within other operating costs, unless the assets represent a discontinued operation. Held for sale - Continuing operations Baton Rouge On December 1, 2020, the Company entered into a definitive agreement with CQ Holding Company, Inc. to sell the equity interests of Belle of Baton Rouge Casino & Hotel (“Baton Rouge”). The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals, and is expected to close in the fourth quarter of 2021. Baton Rouge met the requirements for presentation as assets held for sale as of September 30, 2021. The assets and liabilities held for sale within continuing operations, accounted for at carrying value unless fair value is lower, were as follows as of September 30, 2021 and December 31, 2020: Baton Rouge (In millions) September 30, 2021 December 31, 2020 Assets: Cash $ 3 $ 2 Property and equipment, net 2 2 Other assets, net 1 1 Assets held for sale $ 6 $ 5 Liabilities: Current liabilities $ 3 $ 2 Other long-term liabilities 1 1 Liabilities related to assets held for sale $ 4 $ 3 The following information presents the net revenues and net loss of our held for sale property, with operations included in continuing operations, that has not been sold: Baton Rouge Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Net revenues $ 4 $ 4 $ 13 $ 12 Net loss (2) (4) (3) (17) Held for sale - Sold Evansville, MontBleu, Eldorado Shreveport, Kansas City and Vicksburg Divestitures On June 3, 2021, the Company consummated the sale of the real property and equity interests of Tropicana Evansville (“Evansville”) to Gaming and Leisure Properties, Inc. and Bally’s Corporation (formerly Twin River Worldwide Holdings, Inc.), respectively, for $480 million, subject to a customary working capital adjustment, resulting in a gain of approximately $12 million. Evansville was within the Regional segment. On April 6, 2021, the Company consummated the sale of the equity interests of MontBleu Casino Resort & Spa (“MontBleu”) to Bally’s Corporation for $15 million, subject to a customary working capital adjustment, resulting in a gain of less than $1 million. The purchase price for MontBleu is due no later than the first anniversary of the consummation of the transaction. As a result of the execution of the agreement to sell MontBleu, an impairment charge totaling $45 million was recorded during the nine months ended September 30, 2020 due to the carrying value exceeding the estimated net sales proceeds. The impairment charges resulted in a reduction to the carrying amounts of the right-of-use assets, property and equipment, and goodwill and other intangibles totaling $18 million, $23 million and $4 million, respectively. MontBleu was within the Regional segment. Prior to their respective closing dates in 2020, Eldorado Shreveport, Isle of Capri Casino Kansas City (“Kansas City”), and Lady Luck Casino Vicksburg (“Vicksburg”) met the requirements for presentation as assets held for sale under GAAP. However, they did not meet the requirements for presentation as discontinued operations. All properties were previously reported in the Regional segment. The following information presents the net revenues and net income (loss) of previously held for sale properties, which were recently sold: Nine Months Ended September 30, 2021 (In millions) MontBleu Evansville Net revenues $ 11 $ 58 Net income 4 26 Three Months Ended September 30, 2020 (In millions) Eldorado Shreveport Kansas City Vicksburg MontBleu Evansville Net revenues $ 21 $ — $ — $ 11 $ 31 Net income (loss) 7 1 — (3) 1 Nine Months Ended September 30, 2020 (In millions) Eldorado Shreveport Kansas City Vicksburg MontBleu Evansville Net revenues $ 51 $ 18 $ 7 $ 23 $ 71 Net income (loss) 8 3 (1) (43) (7) The assets and liabilities held for sale were as follows as of December 31, 2020: December 31, 2020 (In millions) MontBleu Evansville Assets: Cash $ 3 $ 7 Property and equipment, net 37 302 Goodwill — 9 Gaming licenses and other intangibles, net — 138 Other assets, net 32 49 Assets held for sale $ 72 $ 505 Liabilities: Current liabilities $ 8 $ 12 Other long-term liabilities 63 24 Liabilities related to assets held for sale $ 71 $ 36 Held for sale - Discontinued operations On the closing date of the Merger, Harrah’s Louisiana Downs, Caesars UK Group, which includes Emerald Resorts & Casino, and Caesars Southern Indiana met held for sale criteria. The operations of these properties are presented within discontinued operations. On September 3, 2020, the Company and VICI Properties L.P., a Delaware limited partnership (“VICI”) entered into an agreement to sell the equity interests of Harrah’s Louisiana Downs to Rubico Acquisition Corp. for $22 million, subject to a customary working capital adjustment, which proceeds will be split between the Company and VICI. On November 1, 2021, the sale of Harrah’s Louisiana Downs was completed. The annual base rent payments under the Regional Master Lease between Caesars and VICI will remain unchanged. On July 16, 2021, the Company completed the sale of Caesars UK Group, in which the buyer assumed all liabilities associated with the Caesars UK Group, and recorded an impairment of $14 million during the nine months ended September 30, 2021, within discontinued operations. On December 24, 2020, the Company entered into an agreement to sell the equity interests of Caesars Southern Indiana to the Eastern Band of Cherokee Indians (“EBCI”) for $250 million, subject to customary purchase price adjustments. On September 3, 2021, the Company completed the sale of Caesars Southern Indiana, subject to a customary working capital adjustment, resulting in a gain of approximately $12 million. In connection with this transaction, the Company’s annual base rent payments to VICI Properties under the Regional Master Lease were reduced by $33 million. Additionally, the Company and EBCI extended their existing relationship by entering into a 10-year brand At the time that the William Hill Acquisition was consummated, the Company’s intent was to divest William Hill International. Accordingly, the assets and liabilities of William Hill International are classified as held for sale with operations presented within discontinued operations. See Note 1 and Note 2. The following information presents the net revenues and net income (loss) for the Company’s properties that are part of discontinued operations for the three and nine months ended September 30, 2021: Three Months Ended September 30, 2021 (In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana William Hill International Net revenues $ 13 $ — $ 41 $ 454 Net income (loss) 3 (1) 18 (39) Nine Months Ended September 30, 2021 (In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana William Hill International Net revenues $ 42 $ 30 $ 155 $ 797 Net income (loss) 12 (30) 27 (41) The assets and liabilities held for sale as discontinued operations, accounted for at carrying value unless fair value was lower, were as follows as of September 30, 2021 and December 31, 2020: September 30, 2021 (In millions) Harrah’s Louisiana Downs Assets: Cash $ 7 Property and equipment, net 10 Goodwill 3 Gaming licenses and other intangibles, net 5 Assets held for sale $ 25 Liabilities: Current liabilities $ 6 Other long-term liabilities (a) 5 Liabilities related to assets held for sale $ 11 December 31, 2020 (In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana Assets: Cash $ 6 $ 32 $ 8 Property and equipment, net 11 75 418 Goodwill 3 3 136 Gaming licenses and other intangibles, net 5 28 23 Other assets, net — 117 4 Assets held for sale $ 25 $ 255 $ 589 Liabilities: Current liabilities $ 6 $ 73 $ 13 Other long-term liabilities (a) 6 120 332 Liabilities related to assets held for sale $ 12 $ 193 $ 345 ____________________ (a) As of September 30, 2021, we have included $5 million of deferred finance obligation as held for sale liabilities for Harrah’s Louisiana Downs and as of December 31, 2020, $336 million of deferred finance obligation was included as held for sale liabilities for Caesars Southern Indiana and Harrah’s Louisiana Downs. Deferred financing obligation represents our preliminary purchase price allocation of the liability which will be derecognized upon completion of the divestitures. Not included in the above table are assets and liabilities held for sale of $3.8 billion and $2.7 billion, respectively, related to William Hill International. Liabilities held for sale include $612 million of debt related to the asset sale bridge facility and the revolving credit facility, which are expected to be repaid upon the sale of William Hill International, as described in Note 1. The Bridge Credit Agreement includes a financial covenant, of which the Company was in compliance as of September 30, 2021, requiring the Bridge Facility Borrower to maintain a maximum total net leverage ratio of 10.50 to 1.00. The borrowings under the Bridge Credit Agreement are guaranteed by the Bridge Facility Borrower and its material wholly-owned subsidiaries (subject to exceptions), and are secured by a pledge of substantially all of the existing and future property and assets of the Bridge Facility Borrower and the guarantors (subject to exceptions). In addition, $1.1 billion of debt, at book value which approximates fair value, is held for sale related to two trust deeds assumed in the William Hill Acquisition. One trust deed relates to £350 million aggregate principal amount of 4.750% Senior Notes due 2026, and the other trust deed relates to £350 million aggregate principal amount of 4.875% Senior Notes due 2023. Each of the trust deeds contain a put option due to a change in control which allowed noteholders to require the Company to purchase the notes at 101% of the principal amount |
Investments in and Advances to
Investments in and Advances to Unconsolidated Affiliates | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in and Advances to Unconsolidated Affiliates | Investments in and Advances to Unconsolidated Affiliates William Hill The Company previously entered into a 25-year agreement with William Hill, which became effective January 29, 2019 and granted to William Hill the right to conduct betting activities, including operating our sportsbooks, in retail channels under certain skins for online channels with respect to the Company’s current and future properties, and conduct certain real money online gaming activities. On April 22, 2021, the Company consummated its previously announced acquisition of William Hill PLC in an all-cash transaction. Prior to the acquisition, the Company accounted for its investment in William Hill PLC as an investment in equity securities. Additionally, we accounted for our investment in William Hill US as an equity method investment prior to the William Hill Acquisition. See Note 2 for further detail on the consideration transferred and the allocation of the purchase price. NeoGames The acquired net assets of William Hill included an investment in NeoGames S.A. (“NeoGames”), a global leader of iLottery solutions and services to national and state-regulated lotteries, and other investments. On September 16, 2021, the Company sold a portion of its shares of NeoGames common stock for $136 million which decreased Company’s ownership interest from 24.5% to approximately 8.4%. As of September 30, 2021, the Company held approximately 2 million shares of NeoGames common stock with a fair value of $79 million. The shares have a readily determinable fair value and, accordingly, the Company remeasures the investment based on the publicly available share price (Level 1). See Note 7. For the three and nine months ended September 30, 2021, the Company recorded a loss of approximately $158 million and $35 million, respectively, which is included within Other income (loss) on the Statements of Operations. Pompano Joint Venture In April 2018, the Company entered into a joint venture with Cordish Companies (“Cordish”) to plan and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack at the Company’s Pompano property. As the managing member, Cordish will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project. Additionally, Cordish will be responsible for the development of the master plan for the project with the Company’s input and will submit it for the Company’s review and approval. In June 2021, the joint venture issued a capital call and we contributed $3 million. The Company has made cash contributions totaling $4 million and has contributed land. On February 12, 2021, the Company contributed 186 acres to the joint venture with a fair value of $61 million. Total contributions of approximately 206 acres of land have been made with a fair value of approximately $69 million, and the Company has no further obligation to contribute additional real estate or cash as of September 30, 2021. We entered into a short-term lease agreement in February 2021, which we can cancel at any time, to lease back a portion of the land from the joint venture. While the Company holds a 50% variable interest in the joint venture, it is not the primary beneficiary; as such the investment in the joint venture is accounted for using the equity method. The Company participates evenly with Cordish in the profits and losses of the joint venture, which are included in Transaction costs and other operating costs on the Statements of Operations. As of September 30, 2021 and December 31, 2020, the Company’s investment in the joint venture is recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment (In millions) September 30, 2021 December 31, 2020 Land and improvements $ 2,124 $ 2,187 Buildings, riverboats, and leasehold improvements 12,329 12,059 Furniture, fixtures, and equipment 1,558 1,419 Construction in progress 293 118 Total property and equipment 16,304 15,783 Less: accumulated depreciation (1,775) (1,048) Total property and equipment, net $ 14,529 $ 14,735 Our property and equipment are subject to various operating leases for which we are the lessor. We lease our property and equipment related to our hotel rooms, convention space and retail space through various short-term and long-term operating leases. Depreciation Expense Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Depreciation expense $ 237 $ 204 $ 746 $ 289 Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is recorded as goodwill. Changes in Carrying Value of Goodwill and Other Intangible Assets Non-Amortizing Intangible Assets (In millions) Amortizing Intangible Assets Goodwill Other December 31, 2020 $ 501 $ 9,864 $ 3,782 Amortization (96) — — Acquired (a) 574 1,102 232 Acquisition of gaming rights and trademarks (b) 253 — 20 Other — 1 (13) September 30, 2021 $ 1,232 $ 10,967 $ 4,021 ____________________ (a) Includes goodwill and intangible assets from the William Hill Acquisition and the consolidation of Horseshoe Baltimore. See Note 2 for further detail. (b) Includes acquired royalty-free license of Planet Hollywood Trademark with an estimated useful life of 15 years and other gaming rights. Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill September 30, 2021 December 31, 2020 (Dollars in millions) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Customer relationships 3 - 7 years $ 587 $ (163) $ 424 $ 510 $ (92) $ 418 Gaming rights and other 20 - 34 years 174 (5) 169 84 (1) 83 Trademarks 15 years 270 (8) 262 — — — Reacquired rights 24 years 280 (5) 275 — — — Technology 6 years 110 (8) 102 — — — $ 1,421 $ (189) 1,232 $ 594 $ (93) 501 Non-amortizing intangible assets Trademarks 2,148 2,161 Gaming rights 1,350 1,098 Caesars Rewards 523 523 4,021 3,782 Total amortizing and non-amortizing intangible assets, net $ 5,253 $ 4,283 Amortization expense with respect to intangible assets for the three months ended September 30, 2021 and 2020 totaled $39 million and $21 million, respectively, and for the nine months ended September 30, 2021 and 2020 totale d $96 million and $35 million, respectively, which is included in depreciation and amortization in the Statements of Operations. Estimated Five-Year Amortization Remaining 2021 Years Ended December 31, (In millions) 2022 2023 2024 2025 2026 Estimated annual amortization expense $ 37 $ 144 $ 139 $ 124 $ 117 $ 117 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Items Measured at Fair Value on a Recurring Basis : The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the Balance Sheets at September 30, 2021 and December 31, 2020: September 30, 2021 (In millions) Level 1 Level 2 Level 3 Total Assets: Restricted cash and investments $ 1 $ 1 $ — $ 2 Marketable securities 88 8 — 96 Derivative instruments - FX forward — 21 — 21 Total assets at fair value $ 89 $ 30 $ — $ 119 Liabilities: Derivative instruments - interest rate swaps $ — $ 47 $ — $ 47 Total liabilities at fair value $ — $ 47 $ — $ 47 December 31, 2020 (In millions) Level 1 Level 2 Level 3 Total Assets: Restricted cash and investments $ 1 $ 3 $ 44 $ 48 Marketable securities 23 10 — 33 Derivative instruments - FX forward — 40 — 40 Total assets at fair value $ 24 $ 53 $ 44 $ 121 Liabilities: Derivative instruments - 5% Convertible Notes $ — $ 326 $ — $ 326 Derivative instruments - interest rate swaps — 90 — 90 Total liabilities at fair value $ — $ 416 $ — $ 416 The change in restricted cash and investments valued using Level 3 inputs for the nine months ended September 30, 2021 is as follows: (In millions) Level 3 Investments Fair value of investment at December 31, 2020 $ 44 Change in fair value 7 Acquisition of William Hill (51) Fair value at September 30, 2021 $ — Restricted Cash and Investments The estimated fair values of the Company’s restricted cash and investments are based upon quoted prices available in active markets (Level 1), or quoted prices for similar assets in active and inactive markets (Level 2), or quoted prices available in active markets adjusted for time restrictions related to the sale of the investment (Level 3) and represent the amounts the Company would expect to receive if the Company sold the restricted cash and investments. Restricted cash classified as Level 1 includes cash equivalents held in short-term certificate of deposit accounts or money market type funds. Restricted cash that is not subject to remeasurement on a recurring basis is not included in the table above. Restricted investments included shares acquired in conjunction with the Company’s sports betting agreements that contained restrictions related to the ability to liquidate shares within a specified timeframe. As a result of the William Hill Acquisition, no restricted investments are held as of September 30, 2021. Marketable Securities Marketable securities consist primarily of trading securities held by the Company’s captive insurance subsidiary and investments acquired in the William Hill Acquisition (see Note 4). These investments also include collateral for several escrow and trust agreements with third-party beneficiaries. The estimated fair values of the Company’s marketable securities are determined on an individual asset basis based upon quoted prices of identical assets available in active markets (Level 1), quoted prices of identical assets in inactive markets, or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts the Company would expect to receive if the Company sold these marketable securities. In November 2018, the Company entered into an agreement with The Stars Group Inc., which was subsequently acquired by Flutter Entertainment PLC (“Flutter”) to provide options to obtain access to a second skin for online sports wagering and third skin for real money online gaming and poker with respect to the Company’s properties in the U.S. Under the terms of the agreement, the Company received common shares, as a revenue share from certain operations of Flutter under the Company’s licenses. As of December 31, 2020, the fair value of shares held was $10 million, and was included in Prepayments and other current assets on the Balance Sheets. On July 7, 2021, the Company sold these shares for $9 million and recorded a realized loss of $1 million during the nine months ended September 30, 2021. During the three and nine months ended September 30, 2020, the Company recorded an unrealized gain of $5 million and $8 million, respectively. Gains and losses have been included in Other income (loss) on the Statements of Operations. Derivative Instruments The Company does not purchase or hold any derivative financial instruments for trading purposes. 5% Convertible Notes - Derivative Liability On October 6, 2017, Former Caesars issued $1.1 billion aggregate principal amount of 5% Convertible Notes which contained a derivative liability. On June 29, 2021, all outstanding 5% Convertible Notes were converted as a result of our mandatory conversion. See Note 9 for further discussion. The derivative liability associated with the conversion feature no longer exists following the mandatory conversion. Forward contracts T he Company has entered into several foreign exchange forward contracts with third parties to hedge the risk of fluctuations in the foreign exchange rates between USD and GBP and to fix the exchange rate for a portion of the funds used in the William Hill Acquisition, repayment of related debt and expected proceeds of the sale. On April 23, 2021, the Company entered into a foreign exchange forward contract to purchase £237 million at a contracted exchange rate, which was settled on June 11, 2021, resulting in a realized gain of $6 million, which was recorded in the Other income (loss) on the Statements of Operations. Similarly, the Company has entered into foreign exchange forward contracts to sell £717 million at a contracted exchange rate. These contracts are also to hedge the risk of fluctuations in the foreign exchange rates related to the expected proceeds from the sale of William Hill International. The forward term of the contracts ends on December 31, 2021 and March 31, 2022. The Company recorded an unrealized gain of $16 million and $20 million during the three and nine months ended September 30, 2021, respectively, related to forward contracts, which was recorded in the Other income (loss) on the Statements of Operations. Interest Rate Swap Derivatives We assumed Former Caesars interest rate swaps to manage the mix of assumed debt between fixed and variable rate instruments. As of September 30, 2021, we have seven interest rate swap agreements to fix the interest rate on $2.3 billion of variable rate debt related to the Caesars Resort Collection (“CRC”) Credit Agreement. The interest rate swaps are designated as cash flow hedging instruments. The difference to be paid or received under the terms of the interest rate swap agreements is accrued as interest rates change and recognized as an adjustment to interest expense at settlement. Changes in the variable interest rates to be received pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows. The major terms of the interest rate swap agreements as of September 30, 2021 are as follows: Effective Date Notional Amount (In millions) Fixed Rate Paid Variable Rate Received as of Maturity Date 1/1/2019 250 2.196% 0.0846% 12/31/2021 12/31//2018 250 2.274% 0.0846% 12/31/2022 1/1/2019 400 2.788% 0.0846% 12/31/2021 12/31//2018 200 2.828% 0.0846% 12/31/2022 1/1/2019 200 2.828% 0.0846% 12/31/2022 12/31//2018 600 2.739% 0.0846% 12/31/2022 1/2/2019 400 2.707% 0.0846% 12/31/2021 Valuation Methodology The estimated fair values of our interest rate swap derivative instruments are derived from market prices obtained from dealer quotes for similar, but not identical, assets or liabilities. Such quotes represent the estimated amounts we would receive or pay to terminate the contracts. The interest rate swap derivative instruments are included in either Other assets, net or Other long-term liabilities on our Balance Sheets. Our derivatives are recorded at their fair values, adjusted for the credit rating of the counterparty if the derivative is an asset, or adjusted for the credit rating of the Company if the derivative is a liability. None of our derivative instruments are offset and all were classified as Level 2. Financial Statement Effect The effect of derivative instruments designated as hedging instruments on the Balance Sheets for amounts transferred into Accumulated other comprehensive income (loss) (“AOCI”) before tax was a gain of $15 million and $18 million during the three months ended September 30, 2021 and 2020, respectively, and a gain of $44 million and $18 million during the nine months ended September 30, 2021 and 2020, respectively. AOCI reclassified to Interest expense on the Statements of Operations was $15 million and $12 million for the three months ended September 30, 2021 and 2020, respectively, and $44 million and $12 million for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the interest rate swaps derivative liability of $47 million was recorded in Other long-term liabilities. Net settlement of these interest rate swaps results in the reclassification of deferred gains and losses within AOCI to be reclassified to the income statement as a component of interest expense as settlements occur. The estimated amount of existing gains or losses that are reported in AOCI at the reporting date that are expected to be reclassified into earnings within the next 12 months is approximately $39 million. Accumulated Other Comprehensive Income (Loss) The changes in AOCI by component, net of tax, for the periods through September 30, 2021 and 2020 are shown below. (In millions) Unrealized Net Gains on Derivative Instruments Foreign Currency Translation Adjustments Other Total Balances as of December 31, 2019 (a) $ — $ — $ — $ — Other comprehensive income before reclassifications 2 1 — 3 Amounts reclassified from accumulated other comprehensive income 12 — — 12 Total other comprehensive income, net of tax 14 1 — 15 Balances as of September 30, 2020 $ 14 $ 1 $ — $ 15 Balances as of December 31, 2020 $ 26 $ 8 $ — $ 34 Other comprehensive loss before reclassifications (2) — (1) (3) Amounts reclassified from accumulated other comprehensive income 14 — — 14 Total other comprehensive income (loss), net of tax 12 — (1) 11 Balances as of March 31, 2021 38 8 (1) 45 Other comprehensive income (loss) before reclassifications (5) (11) 3 (13) Amounts reclassified from accumulated other comprehensive income 15 — — 15 Total other comprehensive income (loss), net of tax 10 (11) 3 2 Balances as of June 30, 2021 48 (3) 2 47 Other comprehensive loss before reclassifications (4) (33) (3) (40) Amounts reclassified from accumulated other comprehensive income 15 — — 15 Total other comprehensive income (loss), net of tax 11 (33) (3) (25) Balances as of September 30, 2021 $ 59 $ (36) $ (1) $ 22 ____________________ (a) Prior to the Merger, there was no AOCI activity. |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | Litigation, Commitments and Contingencies Litigation General We are a party to various legal proceedings, which have arisen in the normal course of our business. Such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our consolidated financial condition or results of operations. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. The current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations. COVID-19 Insurance Claims The COVID-19 public health emergency had a significant impact on the Company’s business and employees, as well as the communities where the Company operates and serves. The Company purchased broad property insurance coverage to protect against “all risk of physical loss or damage” and resulting business interruption, unless specifically excluded by policies. The Company submitted claims for losses incurred as a result of the COVID-19 public health emergency which are expected to exceed $2 billion. The insurance carriers under the Company’s insurance policies have asserted that the policies do not cover losses incurred by the Company as a result of the COVID-19 public health emergency and have refused to make payments under the applicable policies. Therefore, on March 19, 2021, the Company filed a lawsuit against its insurance carriers in the state court in Clark County, Nevada. On June 8, 2021, the Company filed an amended complaint. Litigation is proceeding and there can be no assurance as to the outcome of the litigation. Contractual Commitments The following contractual commitments were assumed by the Company associated with Former Caesars as result of the consummation of the Merger. Capital Commitments Harrah’s New Orleans In April 2020, the Company and the State of Louisiana, by and through the Louisiana Gaming Control Board, entered into an Amended and Restated Casino Operating Contract. Additionally, the Company, New Orleans Building Corporation and the City entered into a Second Amended and Restated Lease Agreement (the “Ground Lease”). Based on these amendments related to Harrah’s New Orleans, the Company is required to make certain payments and to make a capital investment of $325 million on or around Harrah’s New Orleans by July 15, 2024. In connection with the capital investment in Harrah’s New Orleans, we expect to rebrand the property as Caesars New Orleans. Atlantic City As required by the New Jersey Gaming Control Board in connection with its approval of the Merger, we have funded $400 million in escrow to provide funds for a three year capital expenditure plan in the state of New Jersey. This amount is currently included in restricted cash in Other assets, net. As of September 30, 2021, our restricted cash balance in the escrow account is $328 million for future capital expenditures in New Jersey. Sports Sponsorship/Partnership Obligations We have agreements with certain professional sports leagues and teams, sporting event facilities and sports television networks for tickets, suites, and advertising, marketing, promotional and sponsorship opportunities including communication with partner customer databases. Additionally, a selection of such partnerships provide Caesars with exclusivity to access the aforementioned rights within the casino and/or sports betting category. As of September 30, 2021, obligations related to these agreements were $866 million, which include obligations assumed in the William Hill Acquisition, with contracts extending through 2041. These obligations include leasing of event suites that are generally considered short term leases for which we do not record a right of use asset or lease liability. We recognize expenses in the period services are rendered in accordance with the various agreements. In addition, assets or liabilities may be recorded related to the timing of payments as required by the respective agreement. Self-Insurance We are self-insured for workers compensation and other risk insurance, as well as health insurance and general liability. Our total estimated self-insurance liability as of September 30, 2021 and December 31, 2020 was $226 million and $223 million, respectively, which is included in Accrued other liabilities in our Balance Sheets. The assumptions, including those related to the COVID-19 public health emergency, utilized by our actuaries are subject to significant uncertainty and if outcomes differ from these assumptions or events develop or progress in a negative manner, the Company could experience a material adverse effect and additional liabilities may be recorded in the future. Contingencies Weather disruption - Lake Charles On August 27, 2020, Hurricane Laura made landfall on Lake Charles as a Category 4 storm severely damaging the Isle of Capri Casino Lake Charles. During the nine months ended September 30, 2021, t he Company received insurance proceeds of approximately $44 million related to damaged fixed assets and remediation costs. The Company also recorded a gain of approximately $22 million as proceeds received for the cost to replace damaged property were in excess of the respective carrying value of the assets. The property will remain closed u ntil the second half of 2022 w hen construction of a new land-based casino is expected to be complete. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: September 30, 2021 December 31, 2020 (Dollars in millions) Final Maturity Rates Face Value Book Value Book Value Secured Debt CRC Revolving Credit Facility 2022 variable $ — $ — $ — Baltimore Revolving Credit Facility 2022 variable — — — CRC Term Loan 2024 variable 4,524 4,176 4,133 Baltimore Term Loan 2024 variable 283 275 — CEI Revolving Credit Facility 2025 variable — — — CRC Incremental Term Loan 2025 variable 1,782 1,705 1,707 CRC Senior Secured Notes 2025 5.75% 1,000 983 981 CEI Senior Secured Notes 2025 6.25% 3,400 3,343 3,333 Convention Center Mortgage Loan 2025 7.70% 400 399 397 Unsecured Debt 5% Convertible Notes 2024 5.00% — — 288 CRC Notes 2025 5.25% 811 728 1,499 CEI Senior Notes 2027 8.125% 1,724 1,696 1,768 Senior Notes 2029 4.625% 1,200 1,183 — Special Improvement District Bonds 2037 4.30% 49 49 51 Long-term notes and other payables 2 2 2 Total debt 15,175 14,539 14,159 Current portion of long-term debt (70) (70) (67) Deferred finance charges associated with the CEI Revolving Credit Facility — (16) (19) Long-term debt $ 15,105 $ 14,453 $ 14,073 Unamortized premiums, discounts and deferred finance charges $ 652 $ 883 Fair value $ 15,632 Annual Estimated Debt Service Requirements as of September 30, 2021 Remaining Years Ended December 31, (In millions) 2021 2022 2023 2024 2025 Thereafter Total Annual maturities of long-term debt $ 18 $ 70 $ 70 $ 4,714 $ 7,337 $ 2,966 $ 15,175 Estimated interest payments 90 810 790 820 580 520 3,610 Total debt service obligation (a) $ 108 $ 880 $ 860 $ 5,534 $ 7,917 $ 3,486 $ 18,785 ____________________ (a) Debt principal payments are estimated amounts based on contractual maturity and repayment dates. Interest payments are estimated based on the forward-looking LIBOR curve, where applicable, and include the estimated impact of the seven interest rate swap agreements related to our CRC Credit Facility (see Note 7). Actual payments may differ from these estimates. Current Portion of Long-Term Debt The current portion of long-term debt as of September 30, 2021 includes the principal payments on the term loans, other unsecured borrowings, and special improvement district bonds that are contractually due within 12 months. The Company may, from time to time, seek to repurchase its outstanding indebtedness. Any such purchases may be funded by existing cash balances or the incurrence of debt. The amount and timing of any repurchase will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations. Debt Discounts or Premiums and Deferred Finance Charges Debt discounts or premiums and deferred finance charges incurred in connection with the issuance of debt are amortized to interest expense based on the related debt agreements primarily using the effective interest method. Unamortized discounts are written off and included in our gain or loss calculations to the extent we extinguish debt prior to its original maturity date. Fair Value The fair value of debt has been calculated primarily based on the borrowing rates available as of September 30, 2021 and based on market quotes of our publicly traded debt. We classify the fair value of debt within Level 1 and Level 2 in the fair value hierarchy. Terms of Outstanding Debt CRC Term Loans and CRC Revolving Credit Facility CRC is party to the Credit Agreement, dated as of December 22, 2017 (as amended, the “CRC Credit Agreement”), which included a $1.0 billion five-year revolving credit facility (the “CRC Revolving Credit Facility”) and an initial $4.7 billion seven-year first lien term loan (the “CRC Term Loan”), which was increased by $1.8 billion pursuant to an incremental agreement executed in connection with the Merger (the “CRC Incremental Term Loan”). The CRC Term Loan matures in December 2024 and the CRC Incremental Term Loan matures in July 2025. The CRC Revolving Credit Facility matures in December 2022 and includes a $400 million letter of credit sub-facility. The CRC Term Loan and the CRC Incremental Term Loan require scheduled quarterly principal payments in amounts equal to 0.25% of the original aggregate principal amount, with the balance due at maturity. The CRC Credit Agreement also includes customary voluntary and mandatory prepayment provisions, subject to certain exceptions. Borrowings under the CRC Credit Agreement bear interest at a rate equal to either (a) LIBOR adjusted for certain additional costs, subject to a floor of 0% or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as determined by Credit Suisse AG, Cayman Islands Branch, as administrative agent under the CRC Credit Agreement and (iii) the one-month adjusted LIBOR rate plus 1.00%, in each case plus an applicable margin. Such applicable margin shall be (a) with respect to the CRC Term Loan, 2.75% per annum in the case of any LIBOR loan or 1.75% per annum in the case of any base rate loan, (b) with respect to the CRC Incremental Term Loan, 4.50% per annum in the case of any LIBOR loan or 3.50% in the case of any base rate loan and (c) in the case of the CRC Revolving Credit Facility, 2.25% per annum in the case of any LIBOR loan and 1.25% per annum in the case of any base rate loan, subject in the case of the CRC Revolving Credit Facility to two 0.125% step-downs based on CRC’s senior secured leverage ratio (“SSLR”), the ratio of first lien senior secured net debt to adjusted earnings before interest, taxes, depreciation and amortization. The CRC Revolving Credit Facility is subject to a financial covenant discussed below. On September 21, 2021, CRC entered into a second amendment related to the CRC Incremental Term Loan to reduce the interest rate margins to 3.50% per annum in the case of any LIBOR loan or 2.50% per annum in the case of any base rate loan. In addition, CRC is required to pay a commitment fee in respect of any commitments under the CRC Revolving Credit Facility in the amount of 0.50% of the principal amount of the commitments, subject to step-downs to 0.375% and 0.25% based upon CRC’s SSLR. CRC is also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125% of the daily stated amount of such letter of credit. The Company had $1.0 billion of available borrowing capacity, after consideration of $70 million in outstanding letters of credit under CRC Revolving Credit Facility, as of September 30, 2021. Baltimore Term Loan and Baltimore Revolving Credit Facility As a result of the acquisition of an increased ownership interest in Horseshoe Baltimore, Horseshoe Baltimore’s outstanding indebtedness, including $284 million in the aggregate principal amount of a senior secured term loan facility (the “Baltimore Term Loan”) and amounts outstanding, if any, under Horseshoe Baltimore’s senior secured revolving credit facility (the “Baltimore Revolving Credit Facility”) has been consolidated in the Company’s financial statements. The Baltimore Term Loan matures in 2024 and is subject to a variable rate of interest calculated as LIBOR plus 4.00%. The Baltimore Revolver Credit Facility has borrowing capacity of up to $10 million available and matures in 2022, subject to a variable rate of interest calculated as LIBOR plus 6.00%. As of September 30, 2021, there was $10 million of available borrowing capacity under the Baltimore Revolving Credit Facility. CEI Revolving Credit Facility On July 20, 2020, the Escrow Issuer entered into a new credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as collateral agent, and certain banks and other financial institutions and lenders party thereto, which provide for a five-year CEI Revolving Credit Facility in an aggregate principal amount of $1.2 billion (the “CEI Revolving Credit Facility”). The CEI Revolving Credit Facility matures in July 2025 and includes a letter of credit sub-facility of $250 million. The interest rate per annum applicable under the CEI Revolving Credit Facility, at the Company’s option is either (a) LIBOR adjusted for certain additional costs, subject to a floor of 0% or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as determined by JPMorgan Chase Bank, N.A. and (iii) the one-month adjusted LIBOR rate plus 1.00%, in each case plus an applicable margin. Such applicable margin shall be 3.25% per annum in the case of any LIBOR loan and 2.25% per annum in the case of any base rate loan, subject to three 0.25% step-downs based on the Company’s total leverage ratio. Additionally, the Company is required to pay a commitment fee in respect of any unused commitments under CEI Revolving Credit Facility in the amount of 0.50% of principal amount of the commitments of all lenders, subject to a step-down to 0.375% based upon the Company’s total leverage ratio. The Company is also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125% of the daily stated amount of such letter of credit. The Company had $1.1 billion of available borrowing capacity, after consideration of $22 million in outstanding letters of credit and $48 million committed for regulatory purposes under the CEI Revolving Credit Facility, as of September 30, 2021. CRC Senior Secured Notes due 2025 On July 6, 2020, the Company issued $1.0 billion in aggregate principal amount of 5.75% Senior Notes due 2025 pursuant to an indenture, dated July 6, 2020 (the “CRC Senior Secured Notes”), by and among the Escrow Issuer, U.S. Bank National Association, as trustee and Credit Suisse AG, Cayman Islands Branch, as collateral agent. In connection with the consummation of the Merger, CRC assumed the rights and obligations under the CRC Senior Secured Notes and the indenture governing such notes. The CRC Senior Secured Notes will mature on July 1, 2025 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year. CEI Senior Secured Notes due 2025 On July 6, 2020, the Escrow Issuer issued $3.4 billion in aggregate principal amount of 6.25% Senior Secured Notes due 2025 pursuant to an indenture dated July 6, 2020 (the “CEI Senior Secured Notes”), by and among the Escrow Issuer, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent. The Company assumed the rights and obligations under the CEI Senior Secured Notes and the indenture governing such notes on July 20, 2020. The CEI Senior Secured Notes will mature on July 1, 2025 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year. Convention Center Mortgage Loan On September 18, 2020, the Company entered into a loan agreement with VICI to borrow a 5-year, $400 million Forum Convention Center mortgage loan (the “Mortgage Loan”). The Mortgage Loan bears interest at a rate of, initially, 7.7% per annum, which escalates annually to a maximum interest rate of 8.3% per annum. Beginning October 1, 2021, the Mortgage Loan is subject to an interest rate of 7.854% for the next twelve months. 5% Convertible Notes The 5% Convertible Notes were convertible into approximately 0.014 shares of the Company’s Common Stock (“Company Common Stock”) and approximately $1.17 of cash per $1.00 principal amount of the 5% Convertible Notes. During the six months ended June 30, 2021, the Company converted the remaining outstanding aggregate principal amount of the 5% Convertible Notes, which resulted in cash payments of $367 million, net of approximately $12 million paid into our trust accounts and the issuance of approximately 5 million shares of Company Common Stock. The fair value of the shares contributed to, and held in, the trust was $14 million, which is included within Treasury stock. The Company recognized a loss on the change in fair value of the derivative liability of $16 million recorded in Other income (loss) and a $23 million loss on extinguishment of debt, related to the unamortized discount, on the Statement of Operations. CRC Notes On October 16, 2017, CRC issued $1.7 billion aggregate principal amount of 5.25% senior notes due 2025 (the “CRC Notes”). On September 24, 2021, $889 million in aggregate principal amount of the CRC Notes was repaid. The Company recognized a total of $106 million of loss on extinguishment of debt. The remaining $811 million in aggregate principal amount of the CRC Notes was redeemed on October 15, 2021 and the Company recognized approximately $93 million of loss on extinguishment of debt. The Company classified the cash used to repay the remaining aggregate principal balance as long-term restricted cash in Other assets, net as of September 30, 2021. CEI Senior Notes due 2027 On July 6, 2020, the Escrow Issuer issued $1.8 billion in aggregate principal amount of 8.125% Senior Notes due 2027 pursuant to an indenture, dated July 6, 2020 (the “CEI Senior Notes”), by and between the Escrow Issuer and U.S. Bank National Association, as trustee. The Company assumed the rights and obligations under the CEI Senior Notes and the indenture governing such notes on July 20, 2020. The CEI Secured Notes will mature on July 1, 2027, with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year. In September 2021, the Company began to repurchase CEI Senior Notes on the open market and, as of September 30, 2021, a total of $76 million in principal amount of CEI Senior Notes was purchased and the Company recognized a $10 million of loss on the early extinguishment of debt. The Company purchased an additional $24 million in aggregate principal amount of CEI Senior Notes subsequent to September 30, 2021. Senior Notes due 2029 On September 24, 2021, the Company issued $1.2 billion in aggregate principal amount of 4.625% Senior Notes due 2029 (the “Senior Notes”) pursuant to an indenture dated as of September 24, 2021 between the Company and U.S. Bank National Association, as Trustee. The Senior Secured Notes will mature on October 15, 2029 with interest payable on April 15 and October 15 of each year, commencing April 15, 2022. Proceeds from the issuance of the Senior Notes, as well as cash on hand, was used to repay the CRC Notes, as described above. Debt Covenant Compliance The CRC Credit Agreement, the CEI Revolving Credit Facility, the Baltimore Term Loan and the indentures governing the CEI Senior Secured Notes, the CEI Senior Notes, the CRC Senior Secured Notes, Senior Notes and 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 Company’s and its subsidiaries’ ability to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions. The CRC Revolving Credit Facility and CEI Revolving Credit Facility include a maximum first-priority net senior secured leverage ratio financial covenant of 6.35:1, which is applicable solely to the extent that certain testing conditions are satisfied. The Baltimore Revolving Credit Facility includes a senior secured leverage ratio financial covenant of 5.0:1. Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding under the relevant debt document. The Company is subject to the financial covenant for quarters beginning after September 30, 2021. As of September 30, 2021, the Company was in compliance with all of the applicable financial covenants described above. Guarantees The CEI Revolving Credit Facility and the CEI Senior Secured Notes are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of CEI (subject to certain exceptions) and are secured by substantially all of the existing and future property and assets of CEI and its subsidiary guarantors (subject to certain exceptions). The CEI Senior Notes and the Senior Notes are guaranteed on a senior unsecured basis by such subsidiaries. The CRC Credit Agreement and the CRC Senior Secured Notes are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of CRC (subject to certain exceptions) and are secured by substantially all of the existing and future property and assets of CRC and its subsidiary guarantors (subject to certain exceptions). The CRC Credit Agreement and the CRC Senior Secured Notes are also guaranteed on a senior unsecured basis by CEI. The CRC Notes, paid off subsequent to September 30, 2021, were guaranteed on a senior unsecured basis by such subsidiaries. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company’s Statements of Operations presents net revenue disaggregated by type or nature of the good or service. A summary of net revenues disaggregated by type of revenue and reportable segment is presented below. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources following the Merger and the William Hill Acquisition. Refer to Note 15 for additional information on the Company’s reportable segments. Three Months Ended September 30, 2021 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate Total Casino and pari-mutuel commissions $ 329 $ 1,096 $ 85 $ — $ — $ 1,510 Food and beverage 221 125 — 1 — 347 Hotel 303 208 — — — 511 Other 164 63 11 78 1 317 Net revenues $ 1,017 $ 1,492 $ 96 $ 79 $ 1 $ 2,685 Three Months Ended September 30, 2020 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate Total Casino and pari-mutuel commissions $ 122 $ 825 $ 34 $ — $ — $ 981 Food and beverage 52 74 — 1 — 127 Hotel 79 121 — — — 200 Other 51 35 5 40 4 135 Net revenues $ 304 $ 1,055 $ 39 $ 41 $ 4 $ 1,443 Nine Months Ended September 30, 2021 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate Total Casino and pari-mutuel commissions $ 870 $ 3,241 $ 197 $ — $ — $ 4,308 Food and beverage 476 318 — 3 — 797 Hotel 660 462 — — — 1,122 Other 363 152 24 203 10 752 Net revenues $ 2,369 $ 4,173 $ 221 $ 206 $ 10 $ 6,979 Nine Months Ended September 30, 2020 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate Total Casino and pari-mutuel commissions $ 122 $ 1,247 $ 53 $ — $ — $ 1,422 Food and beverage 52 137 — 1 — 190 Hotel 79 178 — — — 257 Other 51 70 5 40 8 174 Net revenues $ 304 $ 1,632 $ 58 $ 41 $ 8 $ 2,043 Accounts receivable, net include the following amounts: (In millions) September 30, 2021 December 31, 2020 Casino and pari-mutuel commissions $ 141 $ 137 Food and beverage and hotel 91 25 Other 206 180 Accounts receivable, net $ 438 $ 342 Contract and Contract Related Liabilities The Company records contract or contract-related liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer, (2) Caesars Rewards player loyalty program obligations, which represent the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on on-property spending, including gaming, hotel, dining, retail shopping, and player loyalty program incentives earned, and (3) customer deposits and other deferred revenue, which primarily represents funds deposited by customers related to gaming play and advance payments received for goods and services yet to be provided (such as advance ticket sales, deposits on rooms and convention space or for unpaid future racing and sports event wagers). These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within accrued other liabilities on the Company’s Balance Sheets. The following table summarizes the activity related to contract and contract-related liabilities: Outstanding Chip Liability Caesars Rewards Customer Deposits and Other (In millions) 2021 2020 2021 2020 2021 2020 Balance at January 1 $ 34 $ 10 $ 94 $ 13 $ 281 $ 172 Balance at September 30 34 28 96 106 404 270 Increase / (decrease) $ — $ 18 $ 2 $ 93 $ 123 $ 98 The September 30, 2021 balances exclude liabilities related to assets held for sale recorded in 2021 and 2020 (see Note 3). Lease Revenue Lodging Arrangements Lodging arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of the fees charged for lodging. The nonlease components primarily consist of resort fees and other miscellaneous items. As the timing and pattern of transfer of both the lease and nonlease components are over the course of the lease term, we have elected to combine the revenue generated from lease and nonlease components into a single lease component based on the predominant component in the arrangement. During the three months ended September 30, 2021 and 2020, we recognized approximately $511 million and $200 million, respectively, and during the nine months ended September 30, 2021 and 2020, we recognized approximately $1.1 billion and $257 million, respectively, in lease revenue related to lodging arrangements, which is included in Hotel revenues in the Statements of Operations. Conventions Convention arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of fees charged for the use of meeting space. The nonlease components primarily consist of food and beverage and audio/visual services. Conventions substantially ceased in mid-March 2020 due to COVID-19 and have recently resumed but have yet to return to pre-pandemic levels. Revenue from conventions is included in Other revenue in the Statements of Operations, and during the three months ended September 30, 2021 and 2020, lease revenue related to conventions was approximately $4 million and $2 million, respectively, and during the nine months ended September 30, 2021 and 2020 lease revenue related to conventions was approximately $4 million and $2 million, respectively. Real Estate Operating Leases Real estate lease revenue is included in Other revenue in the Statements of Operations. During the three months ended September 30, 2021 and 2020, we recognized approximately $46 million and $15 million, respectively, of real estate lease revenue and during the nine months ended September 30, 2021 and 2020, we recognized approximately $111 million and $18 million, respectively, of real estate lease revenue. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Earnings per Share | Earnings per Share The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net loss per share computations for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2021 2020 2021 2020 Net loss from continuing operations attributable to Caesars, net of income taxes $ (229) $ (919) $ (547) $ (1,195) Discontinued operations, net of income taxes (4) (7) (38) (7) Net loss attributable to Caesars $ (233) $ (926) $ (585) $ (1,202) Shares outstanding: Weighted average shares outstanding – basic 214 152 211 104 Weighted average shares outstanding – diluted 214 152 211 104 Basic loss per share from continuing operations $ (1.08) $ (6.04) $ (2.60) $ (11.49) Basic loss per share from discontinued operations (0.02) (0.05) (0.18) (0.07) Net loss per common share attributable to common stockholders – basic: $ (1.10) $ (6.09) $ (2.78) $ (11.56) Diluted loss per share from continuing operations $ (1.08) $ (6.04) $ (2.60) $ (11.49) Diluted loss per share from discontinued operations (0.02) (0.05) (0.18) (0.07) Net loss per common share attributable to common stockholders – diluted: $ (1.10) $ (6.09) $ (2.78) $ (11.56) For a period in which the Company generated a net loss, the weighted average shares outstanding - basic was used in calculating diluted loss per share because using diluted shares would have been anti-dilutive to loss per share. Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Stock-based compensation awards 3 3 3 7 5% Convertible Notes — 8 — 8 Total anti-dilutive common stock 3 11 3 15 |
Stock-Based Compensation and St
Stock-Based Compensation and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation and Stockholders’ Equity | Stock-Based Compensation and Stockholders’ Equity Stock-Based Awards The Company maintains long-term incentive plans which allow for granting stock-based compensation awards for directors, employees, officers, and consultants or advisers who render services to the Company or its subsidiaries, based on Company Common Stock, including performance-based and incentive stock options, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), market-based performance stock units (“MSUs”), stock appreciation rights, and other stock-based awards or dividend equivalents. Forfeitures are recognized in the period in which they occur. Total stock-based compensation expense in the accompanying Statements of Operations totaled $21 million and $45 million during the three months ended September 30, 2021 and 2020, respectively, and $64 million and $55 million during the nine months ended September 30, 2021 and 2020, respectively. These amounts are included in Corporate expense in the Company’s Statements of Operations. 2015 Equity Incentive Plan (“2015 Plan”) During the nine months ended September 30, 2021, as part of the annual incentive program, the Company granted 642 thousand RSUs to employees of the Company with an aggregate fair value of $46 million and a ratable vesting period of either two During the nine months ended September 30, 2021, the Company also granted 81 thousand PSUs that are scheduled to vest in three years. On the vesting date, recipients will receive between 0% and 200% of the target number of PSUs granted, in the form of Company Common Stock, based on the achievement of specified performance and service conditions. The fair value of the PSUs is based on the market price of our common stock when a mutual understanding of the key terms and conditions of the awards between the Company and recipient is achieved. The awards are remeasured each period until such an understanding is reached. The aggregate value of PSUs granted during the year was $9 million as of September 30, 2021. In addition, during the nine months ended September 30, 2021, the Company granted 147 thousand MSUs that are scheduled to cliff vest in three years. On the vesting date, recipients will receive between 0% and 200% of the target number of MSUs granted, in the form of Company Common Stock, based on the achievement of specified market and service conditions. 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. The aggregate value of MSUs granted during the nine months ended September 30, 2021 was $15 million. During the nine months ended September 30, 2021, there were no grants of stock options and 110 thousand stock options were exercised. In addition, during the nine months ended September 30, 2021, 832 thousand, 162 thousand, and 208 thousand of RSUs, PSUs and MSUs, respectively, vested under the 2015 plan. Outstanding at End of Period September 30, 2021 December 31, 2020 Quantity Wtd-Avg (a) Quantity Wtd-Avg (a) Stock options 49,574 $ 21.37 176,724 $ 22.57 Restricted stock units 2,126,661 49.87 2,414,111 42.55 Performance stock units (b) 417,069 62.20 500,482 48.32 Market-based stock units 383,098 76.97 446,087 49.37 ____________________ (a) Represents the weighted-average exercise price for stock options, weighted-average grant date fair value for RSUs, weighted-average grant date fair value for PSUs where the grant date has been achieved, the price of CEI common stock as of the balance sheet date for PSUs where a grant date has not been achieved, and the fair value of the MSUs determined using the Monte-Carlo simulation model. (b) PSUs were presented with RSUs as of December 31, 2020 in the 2020 Annual Report. Share Repurchase Program In November 2018, the Company’s Board of Directors authorized a $150 million common stock repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that the Company is required to repurchase under the Share Repurchase Program. As of September 30, 2021, the Company has acquired 223,823 shares of common stock under the Share Repurchase Program at an aggregate value of $9 million and an average of $40.80 per share. No shares were repurchased during the nine months ended September 30, 2021 and 2020. Changes to the Authorized Shares |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income Tax Allocation Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Loss from continuing operations before income taxes $ (317) $ (780) $ (712) $ (1,127) Benefit (provision) for income taxes 90 (138) 167 (67) Effective tax rate 28.4 % (17.7) % 23.5 % (5.9) % We classify accruals for uncertain tax positions within Other long-term liabilities on the Balance Sheets separate from any related income tax payable which is reported within Accrued other liabilities. The accrual amounts relate to any potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. We have provided a valuation allowance on certain federal, state and foreign deferred tax assets that were not deemed realizable based upon estimates of future taxable income. As a result of the Merger, the Company assumed $767 million of additional net deferred tax liabilities net of necessary valuation allowances, plus $24 million in additional accruals for uncertain tax positions. As a result of the William Hill Acquisition, the Company assumed $356 million of additional net deferred tax liabilities net of necessary valuation allowances, plus $34 million in additional accruals for uncertain tax positions. $127 million of the additional deferred tax liabilities and $34 million of the accruals for uncertain tax positions relating to the William Hill Acquisition are presented in Liabilities related to assets held for sale. The income tax benefit for the three months ended September 30, 2021 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to the realization of capital losses previously not tax benefited due to the acquisition of William Hill. The income tax benefit for the nine months ended September 30, 2021 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to state taxes and the reclassification of Horseshoe Hammond from held for sale, offset by nondeductible expense related to the 5% Convertible Notes conversion. The income tax benefit for the three and nine months ended September 30, 2020 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to an increase in the valuation allowance against the deferred tax assets due to the series of transactions with VICI during the quarter. The Company, including its subsidiaries, files tax returns with federal, state, and foreign jurisdictions. The Company does not have tax sharing agreements with the other members within its consolidated group. The Company is subject to exam by various state and foreign tax authorities. With few exceptions, the Company is no longer subject to examinations by tax authorities for years before 2017, and it is possible that the amount of the liability for unrecognized tax benefits could change during the next 12 months. |
Related Affiliates
Related Affiliates | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Affiliates | Related Affiliates REI As of September 30, 2021, Recreational Enterprises, Inc. (“REI”) owned approximately 4.0% of outstanding common stock of the Company. The directors of REI are the Company’s Executive Chairman of the Board, Gary L. Carano, its Chief Executive Officer and Board member, Thomas R. Reeg, and its former Senior Vice President of Regional Operations, Gene Carano. In addition, Gary L. Carano also serves as the Vice President of REI and Gene Carano also serves as the Secretary and Treasurer of REI. Members of the Carano family, including Gary L. Carano and Gene Carano, own the equity interests in REI. During the nine months ended September 30, 2021 and 2020, there were no related party transactions between the Company and the Carano family other than compensation, including salary and equity incentives, and the CSY Lease listed below. C. S. & Y. Associates The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from C. S. & Y. Associates (“CSY”) which is an entity partially owned by REI (the “CSY Lease”). The CSY Lease expires on June 30, 2057. Annual rent pursuant to the CSY Lease is currently $0.6 million, paid quarterly. Annual rent is subject to periodic rent escalations through the term of the lease. As of September 30, 2021 and December 31, 2020, there were no amounts due to or from CSY. Transactions with Horseshoe Baltimore The Company held an interest in Horseshoe Baltimore of approximately 44.3%, which was accounted for as an equity method investment, prior to our acquisition of an additional interest and subsequent consolidation on August 26, 2021. These related party transactions included items such as casino management fees, reimbursement of various costs incurred on behalf of Horseshoe Baltimore, and the allocation of other general corporate expenses. Transactions with NeoGames The Company holds an interest in NeoGames (see Note 4). NeoGames provides the player account management system to our wholly-owned Liberty online gaming applications. We have a dedicated team of programmers at NeoGames working on enhancements to our player account management system on our behalf, for which NeoGames is compensated under a services agreement. Due from/to Affiliates |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationThe executive decision maker of the Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of the Company’s casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. Prior to the William Hill Acquisition, our principal operating activities occurred in three regionally-focused reportable segments: Las Vegas, Regional, and Managed, International, CIE, in addition to Corporate and Other. Following the William Hill Acquisition, the Company’s principal operating activities occur in four reportable segments. The reportable segments are based on the similar characteristics of the operating segments with the way management assesses these results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactions between these reportable segments within Caesars: (1) Las Vegas, (2) Regional, (3) Caesars Digital, and (4) Managed and Branded, in addition to Corporate and Other. See table below for a summary of these segments. Also, see Note 3 and Note 6 for a discussion of any impairment of intangibles or long-lived assets related to certain segments. The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of September 30, 2021: Las Vegas Regional Managed and Branded Bally’s Las Vegas (a) Eldorado Resort Casino Reno Harrah’s Atlantic City (a) Managed Caesars Palace Las Vegas (a) Silver Legacy Resort Casino Harrah’s Laughlin (a) Harrah’s Ak-Chin (a) The Cromwell (a) Circus Circus Reno Harrah’s New Orleans (a) Harrah’s Cherokee (a) Flamingo Las Vegas (a) MontBleu Casino Resort & Spa (c) Hoosier Park (a) Harrah’s Cherokee Valley River (a) Harrah’s Las Vegas (a) Tropicana Laughlin Hotel & Casino Indiana Grand (a) Harrah’s Resort Southern California (a) The LINQ Hotel & Casino (a) Isle Casino Hotel - Black Hawk Caesars Atlantic City (a) Caesars Windsor (a) Paris Las Vegas (a) Lady Luck Casino - Black Hawk Harrah’s Council Bluffs (a) Caesars Dubai (a) Planet Hollywood Resort & Casino (a) Isle Casino Waterloo Harrah’s Gulf Coast (a) Rio All-Suite Hotel & Casino (a) Isle Casino Bettendorf Harrah’s Joliet (a) Branded Isle of Capri Casino Boonville Harrah’s Lake Tahoe (a) Caesars Southern Indiana (a)(e) Caesars Digital Isle Casino Racing Pompano Park Harrah’s Louisiana Downs (a)(b) Harrah’s Northern California (a) Caesars Digital Isle of Capri Casino Hotel Lake Charles Harrah’s Metropolis (a) Belle of Baton Rouge Casino & Hotel (g) Harrah’s North Kansas City (a) Isle of Capri Casino Lula Harrah’s Philadelphia (a) Trop Casino Greenville Harveys Lake Tahoe (a) Eldorado Gaming Scioto Downs Horseshoe Baltimore (a)(f) Tropicana Casino and Resort, Atlantic City Horseshoe Bossier City (a) Grand Victoria Casino Horseshoe Council Bluffs (a) Lumière Place Casino Horseshoe Hammond (a) Tropicana Evansville (d) Horseshoe Tunica (a) ___________________ (a) These properties were acquired from the Merger on July 20, 2020. (b) On September 3, 2020, the Company entered into an agreement to sell Harrah’s Louisiana Downs, which met the requirements for presentation as discontinued operations as of September 30, 2021. On November 1, 2021, the sale of Harrah’s Louisiana Downs was completed. (c) In April 2020, the Company entered into an agreement to sell MontBleu. The sale of MontBleu closed on April 6, 2021. (d) On October 27, 2020, the Company entered into an agreement to sell Evansville. The sale of Evansville closed on June 3, 2021. (e) On December 24, 2020, the Company entered into an agreement to sell Caesars Southern Indiana. The sale of Caesars Southern Indiana closed on September 3, 2021. Additionally, the Company and Eastern Band of Cherokee Indians extended their existing relationship by entering into a long-term license agreement for the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana. (f) On August 26, 2021, the Company increased its ownership interest in Horseshoe Baltimore to 75.8% and began to consolidate the property in our Regional segment following the change in ownership. Management fees prior to the consolidation of Horseshoe Baltimore have been reflected in the Managed and Branded segment. (g) On December 1, 2020, the Company entered into an agreement to sell Belle of Baton Rouge, which is expected to close in the fourth quarter of 2021. The properties listed above exclude the discontinued operations, including previous international properties which have been sold, or we have entered into agreements to sell. The sale of Caesars UK Group closed on July 16, 2021, in which the buyer assumed all liabilities associated with the Caesars UK Group. Additionally, on September 8, 2021, the Company entered into an agreement to sell William Hill International, which is expected to close in the first quarter of 2022. Certain of our properties operate off-track betting locations, including Hoosier Park, which operates Winner’s Circle Indianapolis and Winner’s Circle New Haven, and Indiana Grand, which operates Winner’s Circle Clarksville. The LINQ Promenade is an open-air dining, entertainment, and retail promenade located on the east side of the Las Vegas Strip next to The LINQ Hotel & Casino (the “LINQ”) that features the High Roller, a 550-foot observation wheel, and the Fly LINQ Zipline attraction. We also own the CAESARS FORUM conference center, which is a 550,000 square feet conference center with 300,000 square feet of flexible meeting space, two of the largest pillarless ballrooms in the world and direct access to the LINQ. “Corporate and Other” includes certain unallocated corporate overhead costs and other adjustments, including eliminations of transactions among segments, to reconcile to the Company’s consolidated results. The following table sets forth, for the periods indicated, certain operating data for the Company’s four reportable segments. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources for the current year. Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Las Vegas: Net revenues $ 1,017 $ 304 $ 2,369 $ 304 Adjusted EBITDA 500 43 1,085 43 Regional: Net revenues 1,492 1,055 4,173 1,632 Adjusted EBITDA 554 350 1,549 449 Caesars Digital: Net revenues 96 39 221 58 Adjusted EBITDA (164) 11 (171) 20 Managed and Branded: Net revenues 79 41 206 41 Adjusted EBITDA 22 12 69 12 Corporate and Other: Net revenues 1 4 10 8 Adjusted EBITDA (42) (41) (123) (59) Reconciliation of Adjusted EBITDA - By Segment to Net Income (Loss) Attributable to Caesars Adjusted EBITDA is presented as a measure of the Company’s performance. Adjusted EBITDA is defined as revenues less operating expenses and is comprised of net income (loss) before (i) interest income and interest expense, net of interest capitalized, (ii) income tax (benefit) provision, (iii) depreciation and amortization, and (iv) certain items that we do not consider indicative of our ongoing operating performance at an operating property level. In evaluating Adjusted EBITDA you should be aware that, in the future, we may incur expenses that are the same or similar to some of the adjustments in this presentation. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpected items. Adjusted EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies within the industry. Adjusted EBITDA is included because management uses Adjusted EBITDA to measure performance and allocate resources, and believes that Adjusted EBITDA provides investors with additional information consistent with that used by management. Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Adjusted EBITDA by Segment: Las Vegas $ 500 $ 43 $ 1,085 $ 43 Regional 554 350 1,549 449 Caesars Digital (164) 11 (171) 20 Managed and Branded 22 12 69 12 Corporate and Other (42) (41) (123) (59) 870 375 2,409 465 Reconciliation to net loss attributable to Caesars: Net income attributable to noncontrolling interests (2) (1) (2) (1) Net loss from discontinued operations (4) (7) (38) (7) Benefit (provision) for income taxes 90 (138) 167 (67) Other income (loss) (a) (153) 9 (176) (1) Loss on extinguishment of debt (117) (173) (140) (173) Interest expense, net (579) (485) (1,734) (620) Depreciation and amortization (276) (225) (842) (324) Impairment charges — — — (161) Transaction costs and other operating costs (b) (21) (220) (113) (243) Stock-based compensation expense (21) (45) (64) (55) Other items (c) (20) (16) (52) (15) Net loss attributable to Caesars $ (233) $ (926) $ (585) $ (1,202) ____________________ (a) Other income (loss) for the three and nine months ended September 30, 2021 primarily represents a loss on the change in fair value of investments held by the Company and a loss on the change in fair value of the derivative liability related to the 5% Convertible Notes. Other income (loss) for the three and nine months ended September 30, 2020 primarily represents unrealized loss on the change in fair value of the derivative liability related to the 5% Convertible Notes, slightly offset by gains on investments held by the Company and realized gains on conversion of the 5% Convertible Notes. (b) Transaction costs and other operating costs for the three and nine months ended September 30, 2021 and 2020 primarily represent costs related to the William Hill Acquisition and the Merger, various contract or license termination exit costs, professional services, other acquisition costs and severance costs. (c) Other items primarily represent certain consulting and legal fees, rent for non-operating assets, relocation expenses, retention bonuses, and business optimization expenses. Nine Months Ended September 30, (In millions) 2021 2020 Capital Expenditures, net Las Vegas $ 39 $ 16 Regional (a) 199 62 Caesars Digital 43 — Corporate and Other 34 20 Total $ 315 $ 98 ____________________ (a) Includes $2 million of capital expenditures related to properties classified as discontinued operations for the nine months ended September 30, 2021. (In millions) September 30, 2021 December 31, 2020 Total Assets Las Vegas $ 22,071 $ 21,464 Regional 14,253 13,732 Caesars Digital 2,067 323 Managed and Branded 3,528 225 Corporate and Other (a) (2,957) 641 Total $ 38,962 $ 36,385 ____________________ (a) Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassifications | Reclassifications Certain reclassifications of prior year presentations have been made to conform to the current period presentation. In June 2021, the Indiana Gaming Commission amended its order that previously required the Company to sell a third casino asset in the state. As a result, Caesars will not be required to sell Horseshoe Hammond and Horseshoe Hammond no longer meets the held for sale criteria. The assets and liabilities held for sale have been reclassified as held and used for all periods presented measured at the lower of the carrying amount, adjusted for depreciation and amortization that would have been recognized had the assets been continuously classified as held and used, and the fair value at the date of the amended ruling. Additionally, amounts previously presented in discontinued operations have been reclassified into continuing operations for all periods presented. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated condensed financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, all of which are normal and recurring, considered necessary for a fair presentation. The results of operations for these interim periods are not necessarily indicative of the operating results for other quarters, for the full year or any future period. The William Hill Acquisition and rebranding of our interactive business (formerly, Caesars Interactive Entertainment “CIE” and now, inclusive of William Hill US, “Caesars Digital”) expands our access to conduct sports wagering and real online money gaming operations. As a result, the Company has made a change to the composition of its reportable segments. The Las Vegas and Regional segments are substantially unchanged, while the former Managed, International and CIE reportable segment has been recast for all periods presented into two segments: Caesars Digital and Managed and Branded. As a result of the sale of Caesars Entertainment UK, including the interest in Emerald Resort & Casino (together, “Caesars UK Group”) and the announced sale of William Hill International, international operations are classified as discontinued operations. See Note 15 for a listing of properties included in each segment and the determination of our segments. The presentation of financial information herein for the periods after the Company’s acquisitions of Former Caesars on July 20, 2020, William Hill on April 22, 2021 and the acquisition of an additional interest in Horseshoe Baltimore on August 26, 2021 is not fully comparable to the periods prior to the respective acquisitions. In addition, the presentation of financial information herein for the periods after the Company’s sales of various properties is not fully comparable to the periods prior to their respective sale dates. See Note 2 for further discussion of the acquisitions and related transactions and Note 3 for properties recently sold or currently held for sale. Consolidation of Subsidiaries and Variable Interest Entities Our consolidated condensed financial statements include the accounts of Caesars Entertainment, Inc. and its subsidiaries after elimination of all intercompany accounts and transactions. We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities (“VIEs”) for which we or one of our consolidated subsidiaries is the primary beneficiary. Control generally equates to ownership percentage, whereby (i) affiliates that are more than 50% owned are consolidated; (ii) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where we have determined that we have significant influence over the entities; and (iii) investments in affiliates of 20% or less are generally accounted for as investments in equity securities. We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the results of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review 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, there may be a material effect to our financial statements. Consolidation of Korea Joint Venture The Company had 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 was a VIE and the Company was the primary beneficiary, and therefore, we had consolidated the Korea JV into our financial statements. As of December 31, 2020, the assets and liabilities of the Korea JV were classified as held for sale and consisted of $130 million of Property and equipment and Other assets and $130 million of current and other long-term liabilities. We sold our interest in the Korea JV on January 21, 2021 and derecognized its assets and liabilities from our Balance Sheets. There was no gain or loss associated with the sale. |
Recent Developments Related to COVID-19 | Developments Related to COVID-19 In January 2020, an outbreak of a new strain of coronavirus (“COVID-19”) was identified and spread throughout much of the world, including the U.S. All of the Company’s casino properties were temporarily closed for the period from mid-March 2020 through mid-May 2020 due to orders issued by various government agencies and tribal bodies as part of certain precautionary measures intended to help slow the spread of COVID-19. As of September 30, 2021, the Company has resumed operations at all of its properties, to the extent permitted by regulations governing the applicable jurisdiction, with the exception of Lake Charles which was severely damaged by Hurricane Laura (see Note 8). During the nine months ended September 30, 2021, most of our properties have experienced positive trends as restrictions on maximum capacities and amenities available have been eased. The Company continued to pay its full-time employees through April 10, 2020, including tips and tokens. Effective April 11, 2020, the Company furloughed approximately 90% of its employees, implemented salary reductions and committed to continue to provide benefits to its employees through their furloughed period. The Company has emphasized a focus on labor efficiencies as the Company’s workforce returns and operations resume in compliance with governmental or tribal orders, directives, and guidelines. The COVID-19 public health emergency had a material adverse effect on the Company’s business, financial condition and results of operations for comparative periods in 2020, including the three and nine months ended September 30, 2020 which continued into the first quarter of 2021. The effects of COVID-19 resulted in a triggering event in the prior year and the Company recognized impairment charges of $116 million related to goodwill and trade names during the nine months ended September 30, 2020. On March 19, 2021, the Company filed a lawsuit against its insurance carriers for losses attributed to the COVID-19 public health emergency. See Note 8. The Company has experienced positive operating trends thus far in 2021, with a continued focus on operational efficiencies which have resulted in net income, Adjusted EBITDA and Adjusted EBITDA margin exceeding pre-pandemic levels experienced in 2019 within our Las Vegas and Regional segments. However, certain revenue streams continue to be negatively |
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. Effective January 1, 2021, we adopted Accounting Standards Updates (“ASU”) 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General, which did not have a material effect on our financial statements. The following ASUs were not implemented as of September 30, 2021: Previously Disclosed In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. The amendments in this update are intended to provide relief to the companies that have contracts, hedging relationships or other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate which is expected to be discontinued because of reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions if certain criteria are met. The amendments in this update are effective as of March 12, 2020 and companies may elect to apply the amendments prospectively through December 31, 2022. The Company has not yet adopted this new guidance and is evaluating the qualitative and quantitative effect the new guidance will have on its Financial Statements. |
Acquisitions and Purchase Pri_2
Acquisitions and Purchase Price Accounting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | (In millions) Consideration Cash consideration paid $ 6,090 Shares issued to Former Caesars shareholders (a) 2,381 Cash paid to retire Former Caesars debt 2,356 Other consideration paid 48 Total purchase consideration $ 10,875 (a) Former Caesars common stock was converted into the right to receive approximately 0.3085 shares of the Company’s Common Stock, with a value equal to approximately $12.41 in cash (based on the volume weighted average price per share of the Company’s Common Stock for the ten trading days ending on July 16, 2020). (In millions) Consideration Cash for outstanding William Hill common stock (a) $ 3,909 Fair value of William Hill equity awards 30 Settlement of preexisting relationships (net of receivable/payable) 7 Settlement of preexisting relationships (net of previously held equity investment and off-market settlement) (34) Total purchase consideration $ 3,912 ____________________ (a) William Hill common stock of approximately 1.0 billion shares as of the acquisition date was paid at £2.72 per share, or approximately $3.77 per share using the GBP to USD exchange rate on the acquisition date. (In millions) Consideration Cash for additional ownership interest $ 55 Preexisting relationships (net of receivable/payable) 18 Preexisting relationships (previously held equity investment) 81 Total purchase consideration $ 154 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Former Caesars, with the excess recorded as goodwill as of September 30, 2021: (In millions) Fair Value Current and other assets $ 3,540 Property and equipment 13,096 Goodwill 9,064 Intangible assets (a) 3,394 Other noncurrent assets 710 Total assets $ 29,804 Current liabilities $ 1,771 Financing obligation 8,149 Long-term debt 6,591 Noncurrent liabilities 2,400 Total liabilities 18,911 Noncontrolling interests 18 Net assets acquired $ 10,875 ____________________ (a) Intangible assets consist of gaming rights valued at $396 million, trade names valued at $2.1 billion, Caesars Rewards programs valued at $523 million and customer relationships valued at $425 million. (In millions) Fair Value Other current assets $ 160 Assets held for sale 4,375 Property and equipment, net 55 Goodwill 1,102 Intangible assets (a) 565 Other noncurrent assets 307 Total assets $ 6,564 Other current liabilities $ 249 Liabilities related to assets held for sale (b) 2,130 Deferred income taxes 228 Other noncurrent liabilities 35 Total liabilities 2,642 Noncontrolling interests 10 Net assets acquired $ 3,912 ____________________ (a) Intangible assets consist of gaming rights valued at $80 million, trademarks valued at $27 million , developed technology valued at $110 million , reacquired rights valued a t $280 million and user relationships valued at $68 million. (b) Includes debt of $1.1 billion related to William Hill International at the acquisition date. (In millions) Fair Value Current assets $ 60 Property and equipment, net 215 Intangible assets (a) 241 Other noncurrent assets 136 Total assets $ 652 Current liabilities $ 26 Long-term debt 272 Other long-term liabilities 158 Total liabilities 456 Noncontrolling interests 42 Net assets acquired $ 154 ____________________ (a) Intangible assets consist of gaming rights valued at $232 million and customer relationships valued at $9 million. |
Financing Receivable, Allowance for Credit Loss | A reconciliation of the difference between the purchase price of financial assets, including acquired markers, and the face value of the assets is as follows: (In millions) Purchase price of financial assets $ 95 Allowance for credit losses at the acquisition date based on the acquirer’s assessment 89 Discount (premium) attributable to other factors 2 Face value of financial assets $ 186 |
Business Acquisition, Pro Forma Information | The unaudited pro forma financial information is not necessarily indicative of the financial results that would have occurred had the Merger been consummated as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the Merger. (In millions) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Net revenues $ 1,639 $ 4,145 Net loss (989) (2,266) Net loss attributable to Caesars (927) (2,200) Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Net revenues $ 2,685 $ 1,484 $ 7,106 $ 2,131 Net loss (155) (980) (427) (1,473) Net loss attributable to Caesars (157) (981) (429) (1,474) Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Net revenues $ 2,718 $ 1,495 $ 7,102 $ 2,148 Net loss (265) (924) (611) (1,219) Net loss attributable to Caesars (268) (925) (617) (1,216) |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Held for Sale, Accounted Carrying Value Lower than Fair Value and Information of Net Operating Revenues and Net Income (Loss) | The assets and liabilities held for sale within continuing operations, accounted for at carrying value unless fair value is lower, were as follows as of September 30, 2021 and December 31, 2020: Baton Rouge (In millions) September 30, 2021 December 31, 2020 Assets: Cash $ 3 $ 2 Property and equipment, net 2 2 Other assets, net 1 1 Assets held for sale $ 6 $ 5 Liabilities: Current liabilities $ 3 $ 2 Other long-term liabilities 1 1 Liabilities related to assets held for sale $ 4 $ 3 The following information presents the net revenues and net loss of our held for sale property, with operations included in continuing operations, that has not been sold: Baton Rouge Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Net revenues $ 4 $ 4 $ 13 $ 12 Net loss (2) (4) (3) (17) The following information presents the net revenues and net income (loss) of previously held for sale properties, which were recently sold: Nine Months Ended September 30, 2021 (In millions) MontBleu Evansville Net revenues $ 11 $ 58 Net income 4 26 Three Months Ended September 30, 2020 (In millions) Eldorado Shreveport Kansas City Vicksburg MontBleu Evansville Net revenues $ 21 $ — $ — $ 11 $ 31 Net income (loss) 7 1 — (3) 1 Nine Months Ended September 30, 2020 (In millions) Eldorado Shreveport Kansas City Vicksburg MontBleu Evansville Net revenues $ 51 $ 18 $ 7 $ 23 $ 71 Net income (loss) 8 3 (1) (43) (7) The assets and liabilities held for sale were as follows as of December 31, 2020: December 31, 2020 (In millions) MontBleu Evansville Assets: Cash $ 3 $ 7 Property and equipment, net 37 302 Goodwill — 9 Gaming licenses and other intangibles, net — 138 Other assets, net 32 49 Assets held for sale $ 72 $ 505 Liabilities: Current liabilities $ 8 $ 12 Other long-term liabilities 63 24 Liabilities related to assets held for sale $ 71 $ 36 The following information presents the net revenues and net income (loss) for the Company’s properties that are part of discontinued operations for the three and nine months ended September 30, 2021: Three Months Ended September 30, 2021 (In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana William Hill International Net revenues $ 13 $ — $ 41 $ 454 Net income (loss) 3 (1) 18 (39) Nine Months Ended September 30, 2021 (In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana William Hill International Net revenues $ 42 $ 30 $ 155 $ 797 Net income (loss) 12 (30) 27 (41) The assets and liabilities held for sale as discontinued operations, accounted for at carrying value unless fair value was lower, were as follows as of September 30, 2021 and December 31, 2020: September 30, 2021 (In millions) Harrah’s Louisiana Downs Assets: Cash $ 7 Property and equipment, net 10 Goodwill 3 Gaming licenses and other intangibles, net 5 Assets held for sale $ 25 Liabilities: Current liabilities $ 6 Other long-term liabilities (a) 5 Liabilities related to assets held for sale $ 11 December 31, 2020 (In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana Assets: Cash $ 6 $ 32 $ 8 Property and equipment, net 11 75 418 Goodwill 3 3 136 Gaming licenses and other intangibles, net 5 28 23 Other assets, net — 117 4 Assets held for sale $ 25 $ 255 $ 589 Liabilities: Current liabilities $ 6 $ 73 $ 13 Other long-term liabilities (a) 6 120 332 Liabilities related to assets held for sale $ 12 $ 193 $ 345 ____________________ (a) As of September 30, 2021, we have included $5 million of deferred finance obligation as held for sale liabilities for Harrah’s Louisiana Downs and as of December 31, 2020, $336 million of deferred finance obligation was included as held for sale liabilities for Caesars Southern Indiana and Harrah’s Louisiana Downs. Deferred financing obligation represents our preliminary purchase price allocation of the liability which will be derecognized upon completion of the divestitures. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | (In millions) September 30, 2021 December 31, 2020 Land and improvements $ 2,124 $ 2,187 Buildings, riverboats, and leasehold improvements 12,329 12,059 Furniture, fixtures, and equipment 1,558 1,419 Construction in progress 293 118 Total property and equipment 16,304 15,783 Less: accumulated depreciation (1,775) (1,048) Total property and equipment, net $ 14,529 $ 14,735 Depreciation Expense Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Depreciation expense $ 237 $ 204 $ 746 $ 289 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Intangible Assets, Net | Non-Amortizing Intangible Assets (In millions) Amortizing Intangible Assets Goodwill Other December 31, 2020 $ 501 $ 9,864 $ 3,782 Amortization (96) — — Acquired (a) 574 1,102 232 Acquisition of gaming rights and trademarks (b) 253 — 20 Other — 1 (13) September 30, 2021 $ 1,232 $ 10,967 $ 4,021 ____________________ (a) Includes goodwill and intangible assets from the William Hill Acquisition and the consolidation of Horseshoe Baltimore. See Note 2 for further detail. (b) Includes acquired royalty-free license of Planet Hollywood Trademark with an estimated useful life of 15 years and other gaming rights. |
Schedule of Finite-Lived Intangible Assets | September 30, 2021 December 31, 2020 (Dollars in millions) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Customer relationships 3 - 7 years $ 587 $ (163) $ 424 $ 510 $ (92) $ 418 Gaming rights and other 20 - 34 years 174 (5) 169 84 (1) 83 Trademarks 15 years 270 (8) 262 — — — Reacquired rights 24 years 280 (5) 275 — — — Technology 6 years 110 (8) 102 — — — $ 1,421 $ (189) 1,232 $ 594 $ (93) 501 Non-amortizing intangible assets Trademarks 2,148 2,161 Gaming rights 1,350 1,098 Caesars Rewards 523 523 4,021 3,782 Total amortizing and non-amortizing intangible assets, net $ 5,253 $ 4,283 |
Schedule of Indefinite-Lived Intangible Assets | September 30, 2021 December 31, 2020 (Dollars in millions) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Customer relationships 3 - 7 years $ 587 $ (163) $ 424 $ 510 $ (92) $ 418 Gaming rights and other 20 - 34 years 174 (5) 169 84 (1) 83 Trademarks 15 years 270 (8) 262 — — — Reacquired rights 24 years 280 (5) 275 — — — Technology 6 years 110 (8) 102 — — — $ 1,421 $ (189) 1,232 $ 594 $ (93) 501 Non-amortizing intangible assets Trademarks 2,148 2,161 Gaming rights 1,350 1,098 Caesars Rewards 523 523 4,021 3,782 Total amortizing and non-amortizing intangible assets, net $ 5,253 $ 4,283 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated Five-Year Amortization Remaining 2021 Years Ended December 31, (In millions) 2022 2023 2024 2025 2026 Estimated annual amortization expense $ 37 $ 144 $ 139 $ 124 $ 117 $ 117 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the Balance Sheets at September 30, 2021 and December 31, 2020: September 30, 2021 (In millions) Level 1 Level 2 Level 3 Total Assets: Restricted cash and investments $ 1 $ 1 $ — $ 2 Marketable securities 88 8 — 96 Derivative instruments - FX forward — 21 — 21 Total assets at fair value $ 89 $ 30 $ — $ 119 Liabilities: Derivative instruments - interest rate swaps $ — $ 47 $ — $ 47 Total liabilities at fair value $ — $ 47 $ — $ 47 December 31, 2020 (In millions) Level 1 Level 2 Level 3 Total Assets: Restricted cash and investments $ 1 $ 3 $ 44 $ 48 Marketable securities 23 10 — 33 Derivative instruments - FX forward — 40 — 40 Total assets at fair value $ 24 $ 53 $ 44 $ 121 Liabilities: Derivative instruments - 5% Convertible Notes $ — $ 326 $ — $ 326 Derivative instruments - interest rate swaps — 90 — 90 Total liabilities at fair value $ — $ 416 $ — $ 416 |
Schedule of Change in Restricted Investments Valued Using Level 3 Inputs | The change in restricted cash and investments valued using Level 3 inputs for the nine months ended September 30, 2021 is as follows: (In millions) Level 3 Investments Fair value of investment at December 31, 2020 $ 44 Change in fair value 7 Acquisition of William Hill (51) Fair value at September 30, 2021 $ — |
Schedule of Derivative Instruments | The major terms of the interest rate swap agreements as of September 30, 2021 are as follows: Effective Date Notional Amount (In millions) Fixed Rate Paid Variable Rate Received as of Maturity Date 1/1/2019 250 2.196% 0.0846% 12/31/2021 12/31//2018 250 2.274% 0.0846% 12/31/2022 1/1/2019 400 2.788% 0.0846% 12/31/2021 12/31//2018 200 2.828% 0.0846% 12/31/2022 1/1/2019 200 2.828% 0.0846% 12/31/2022 12/31//2018 600 2.739% 0.0846% 12/31/2022 1/2/2019 400 2.707% 0.0846% 12/31/2021 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in AOCI by component, net of tax, for the periods through September 30, 2021 and 2020 are shown below. (In millions) Unrealized Net Gains on Derivative Instruments Foreign Currency Translation Adjustments Other Total Balances as of December 31, 2019 (a) $ — $ — $ — $ — Other comprehensive income before reclassifications 2 1 — 3 Amounts reclassified from accumulated other comprehensive income 12 — — 12 Total other comprehensive income, net of tax 14 1 — 15 Balances as of September 30, 2020 $ 14 $ 1 $ — $ 15 Balances as of December 31, 2020 $ 26 $ 8 $ — $ 34 Other comprehensive loss before reclassifications (2) — (1) (3) Amounts reclassified from accumulated other comprehensive income 14 — — 14 Total other comprehensive income (loss), net of tax 12 — (1) 11 Balances as of March 31, 2021 38 8 (1) 45 Other comprehensive income (loss) before reclassifications (5) (11) 3 (13) Amounts reclassified from accumulated other comprehensive income 15 — — 15 Total other comprehensive income (loss), net of tax 10 (11) 3 2 Balances as of June 30, 2021 48 (3) 2 47 Other comprehensive loss before reclassifications (4) (33) (3) (40) Amounts reclassified from accumulated other comprehensive income 15 — — 15 Total other comprehensive income (loss), net of tax 11 (33) (3) (25) Balances as of September 30, 2021 $ 59 $ (36) $ (1) $ 22 ____________________ (a) Prior to the Merger, there was no AOCI activity. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt consisted of the following: September 30, 2021 December 31, 2020 (Dollars in millions) Final Maturity Rates Face Value Book Value Book Value Secured Debt CRC Revolving Credit Facility 2022 variable $ — $ — $ — Baltimore Revolving Credit Facility 2022 variable — — — CRC Term Loan 2024 variable 4,524 4,176 4,133 Baltimore Term Loan 2024 variable 283 275 — CEI Revolving Credit Facility 2025 variable — — — CRC Incremental Term Loan 2025 variable 1,782 1,705 1,707 CRC Senior Secured Notes 2025 5.75% 1,000 983 981 CEI Senior Secured Notes 2025 6.25% 3,400 3,343 3,333 Convention Center Mortgage Loan 2025 7.70% 400 399 397 Unsecured Debt 5% Convertible Notes 2024 5.00% — — 288 CRC Notes 2025 5.25% 811 728 1,499 CEI Senior Notes 2027 8.125% 1,724 1,696 1,768 Senior Notes 2029 4.625% 1,200 1,183 — Special Improvement District Bonds 2037 4.30% 49 49 51 Long-term notes and other payables 2 2 2 Total debt 15,175 14,539 14,159 Current portion of long-term debt (70) (70) (67) Deferred finance charges associated with the CEI Revolving Credit Facility — (16) (19) Long-term debt $ 15,105 $ 14,453 $ 14,073 Unamortized premiums, discounts and deferred finance charges $ 652 $ 883 Fair value $ 15,632 |
Schedule of Maturities of Long-term Debt | Annual Estimated Debt Service Requirements as of September 30, 2021 Remaining Years Ended December 31, (In millions) 2021 2022 2023 2024 2025 Thereafter Total Annual maturities of long-term debt $ 18 $ 70 $ 70 $ 4,714 $ 7,337 $ 2,966 $ 15,175 Estimated interest payments 90 810 790 820 580 520 3,610 Total debt service obligation (a) $ 108 $ 880 $ 860 $ 5,534 $ 7,917 $ 3,486 $ 18,785 ____________________ (a) Debt principal payments are estimated amounts based on contractual maturity and repayment dates. Interest payments are estimated based on the forward-looking LIBOR curve, where applicable, and include the estimated impact of the seven interest rate swap agreements related to our CRC Credit Facility (see Note 7). Actual payments may differ from these estimates. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Net Revenues Disaggregated Type of Revenue and Reportable Segment | The Company’s Statements of Operations presents net revenue disaggregated by type or nature of the good or service. A summary of net revenues disaggregated by type of revenue and reportable segment is presented below. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources following the Merger and the William Hill Acquisition. Refer to Note 15 for additional information on the Company’s reportable segments. Three Months Ended September 30, 2021 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate Total Casino and pari-mutuel commissions $ 329 $ 1,096 $ 85 $ — $ — $ 1,510 Food and beverage 221 125 — 1 — 347 Hotel 303 208 — — — 511 Other 164 63 11 78 1 317 Net revenues $ 1,017 $ 1,492 $ 96 $ 79 $ 1 $ 2,685 Three Months Ended September 30, 2020 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate Total Casino and pari-mutuel commissions $ 122 $ 825 $ 34 $ — $ — $ 981 Food and beverage 52 74 — 1 — 127 Hotel 79 121 — — — 200 Other 51 35 5 40 4 135 Net revenues $ 304 $ 1,055 $ 39 $ 41 $ 4 $ 1,443 Nine Months Ended September 30, 2021 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate Total Casino and pari-mutuel commissions $ 870 $ 3,241 $ 197 $ — $ — $ 4,308 Food and beverage 476 318 — 3 — 797 Hotel 660 462 — — — 1,122 Other 363 152 24 203 10 752 Net revenues $ 2,369 $ 4,173 $ 221 $ 206 $ 10 $ 6,979 Nine Months Ended September 30, 2020 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate Total Casino and pari-mutuel commissions $ 122 $ 1,247 $ 53 $ — $ — $ 1,422 Food and beverage 52 137 — 1 — 190 Hotel 79 178 — — — 257 Other 51 70 5 40 8 174 Net revenues $ 304 $ 1,632 $ 58 $ 41 $ 8 $ 2,043 Accounts receivable, net include the following amounts: (In millions) September 30, 2021 December 31, 2020 Casino and pari-mutuel commissions $ 141 $ 137 Food and beverage and hotel 91 25 Other 206 180 Accounts receivable, net $ 438 $ 342 |
Summary of Activity Related to Contract and Contract Related Liabilities | The following table summarizes the activity related to contract and contract-related liabilities: Outstanding Chip Liability Caesars Rewards Customer Deposits and Other (In millions) 2021 2020 2021 2020 2021 2020 Balance at January 1 $ 34 $ 10 $ 94 $ 13 $ 281 $ 172 Balance at September 30 34 28 96 106 404 270 Increase / (decrease) $ — $ 18 $ 2 $ 93 $ 123 $ 98 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of Reconciliation of the Numerators and Denominators of the Basic and Diluted Net Income Per Share Computations | The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net loss per share computations for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2021 2020 2021 2020 Net loss from continuing operations attributable to Caesars, net of income taxes $ (229) $ (919) $ (547) $ (1,195) Discontinued operations, net of income taxes (4) (7) (38) (7) Net loss attributable to Caesars $ (233) $ (926) $ (585) $ (1,202) Shares outstanding: Weighted average shares outstanding – basic 214 152 211 104 Weighted average shares outstanding – diluted 214 152 211 104 Basic loss per share from continuing operations $ (1.08) $ (6.04) $ (2.60) $ (11.49) Basic loss per share from discontinued operations (0.02) (0.05) (0.18) (0.07) Net loss per common share attributable to common stockholders – basic: $ (1.10) $ (6.09) $ (2.78) $ (11.56) Diluted loss per share from continuing operations $ (1.08) $ (6.04) $ (2.60) $ (11.49) Diluted loss per share from discontinued operations (0.02) (0.05) (0.18) (0.07) Net loss per common share attributable to common stockholders – diluted: $ (1.10) $ (6.09) $ (2.78) $ (11.56) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Stock-based compensation awards 3 3 3 7 5% Convertible Notes — 8 — 8 Total anti-dilutive common stock 3 11 3 15 |
Stock-Based Compensation and _2
Stock-Based Compensation and Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Activity | September 30, 2021 December 31, 2020 Quantity Wtd-Avg (a) Quantity Wtd-Avg (a) Stock options 49,574 $ 21.37 176,724 $ 22.57 Restricted stock units 2,126,661 49.87 2,414,111 42.55 Performance stock units (b) 417,069 62.20 500,482 48.32 Market-based stock units 383,098 76.97 446,087 49.37 ____________________ (a) Represents the weighted-average exercise price for stock options, weighted-average grant date fair value for RSUs, weighted-average grant date fair value for PSUs where the grant date has been achieved, the price of CEI common stock as of the balance sheet date for PSUs where a grant date has not been achieved, and the fair value of the MSUs determined using the Monte-Carlo simulation model. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Loss from continuing operations before income taxes $ (317) $ (780) $ (712) $ (1,127) Benefit (provision) for income taxes 90 (138) 167 (67) Effective tax rate 28.4 % (17.7) % 23.5 % (5.9) % |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating Data for Reportable Segments | The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of September 30, 2021: Las Vegas Regional Managed and Branded Bally’s Las Vegas (a) Eldorado Resort Casino Reno Harrah’s Atlantic City (a) Managed Caesars Palace Las Vegas (a) Silver Legacy Resort Casino Harrah’s Laughlin (a) Harrah’s Ak-Chin (a) The Cromwell (a) Circus Circus Reno Harrah’s New Orleans (a) Harrah’s Cherokee (a) Flamingo Las Vegas (a) MontBleu Casino Resort & Spa (c) Hoosier Park (a) Harrah’s Cherokee Valley River (a) Harrah’s Las Vegas (a) Tropicana Laughlin Hotel & Casino Indiana Grand (a) Harrah’s Resort Southern California (a) The LINQ Hotel & Casino (a) Isle Casino Hotel - Black Hawk Caesars Atlantic City (a) Caesars Windsor (a) Paris Las Vegas (a) Lady Luck Casino - Black Hawk Harrah’s Council Bluffs (a) Caesars Dubai (a) Planet Hollywood Resort & Casino (a) Isle Casino Waterloo Harrah’s Gulf Coast (a) Rio All-Suite Hotel & Casino (a) Isle Casino Bettendorf Harrah’s Joliet (a) Branded Isle of Capri Casino Boonville Harrah’s Lake Tahoe (a) Caesars Southern Indiana (a)(e) Caesars Digital Isle Casino Racing Pompano Park Harrah’s Louisiana Downs (a)(b) Harrah’s Northern California (a) Caesars Digital Isle of Capri Casino Hotel Lake Charles Harrah’s Metropolis (a) Belle of Baton Rouge Casino & Hotel (g) Harrah’s North Kansas City (a) Isle of Capri Casino Lula Harrah’s Philadelphia (a) Trop Casino Greenville Harveys Lake Tahoe (a) Eldorado Gaming Scioto Downs Horseshoe Baltimore (a)(f) Tropicana Casino and Resort, Atlantic City Horseshoe Bossier City (a) Grand Victoria Casino Horseshoe Council Bluffs (a) Lumière Place Casino Horseshoe Hammond (a) Tropicana Evansville (d) Horseshoe Tunica (a) ___________________ (a) These properties were acquired from the Merger on July 20, 2020. (b) On September 3, 2020, the Company entered into an agreement to sell Harrah’s Louisiana Downs, which met the requirements for presentation as discontinued operations as of September 30, 2021. On November 1, 2021, the sale of Harrah’s Louisiana Downs was completed. (c) In April 2020, the Company entered into an agreement to sell MontBleu. The sale of MontBleu closed on April 6, 2021. (d) On October 27, 2020, the Company entered into an agreement to sell Evansville. The sale of Evansville closed on June 3, 2021. (e) On December 24, 2020, the Company entered into an agreement to sell Caesars Southern Indiana. The sale of Caesars Southern Indiana closed on September 3, 2021. Additionally, the Company and Eastern Band of Cherokee Indians extended their existing relationship by entering into a long-term license agreement for the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana. (f) On August 26, 2021, the Company increased its ownership interest in Horseshoe Baltimore to 75.8% and began to consolidate the property in our Regional segment following the change in ownership. Management fees prior to the consolidation of Horseshoe Baltimore have been reflected in the Managed and Branded segment. (g) On December 1, 2020, the Company entered into an agreement to sell Belle of Baton Rouge, which is expected to close in the fourth quarter of 2021. The following table sets forth, for the periods indicated, certain operating data for the Company’s four reportable segments. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources for the current year. Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Las Vegas: Net revenues $ 1,017 $ 304 $ 2,369 $ 304 Adjusted EBITDA 500 43 1,085 43 Regional: Net revenues 1,492 1,055 4,173 1,632 Adjusted EBITDA 554 350 1,549 449 Caesars Digital: Net revenues 96 39 221 58 Adjusted EBITDA (164) 11 (171) 20 Managed and Branded: Net revenues 79 41 206 41 Adjusted EBITDA 22 12 69 12 Corporate and Other: Net revenues 1 4 10 8 Adjusted EBITDA (42) (41) (123) (59) Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Adjusted EBITDA by Segment: Las Vegas $ 500 $ 43 $ 1,085 $ 43 Regional 554 350 1,549 449 Caesars Digital (164) 11 (171) 20 Managed and Branded 22 12 69 12 Corporate and Other (42) (41) (123) (59) 870 375 2,409 465 Reconciliation to net loss attributable to Caesars: Net income attributable to noncontrolling interests (2) (1) (2) (1) Net loss from discontinued operations (4) (7) (38) (7) Benefit (provision) for income taxes 90 (138) 167 (67) Other income (loss) (a) (153) 9 (176) (1) Loss on extinguishment of debt (117) (173) (140) (173) Interest expense, net (579) (485) (1,734) (620) Depreciation and amortization (276) (225) (842) (324) Impairment charges — — — (161) Transaction costs and other operating costs (b) (21) (220) (113) (243) Stock-based compensation expense (21) (45) (64) (55) Other items (c) (20) (16) (52) (15) Net loss attributable to Caesars $ (233) $ (926) $ (585) $ (1,202) ____________________ (a) Other income (loss) for the three and nine months ended September 30, 2021 primarily represents a loss on the change in fair value of investments held by the Company and a loss on the change in fair value of the derivative liability related to the 5% Convertible Notes. Other income (loss) for the three and nine months ended September 30, 2020 primarily represents unrealized loss on the change in fair value of the derivative liability related to the 5% Convertible Notes, slightly offset by gains on investments held by the Company and realized gains on conversion of the 5% Convertible Notes. (b) Transaction costs and other operating costs for the three and nine months ended September 30, 2021 and 2020 primarily represent costs related to the William Hill Acquisition and the Merger, various contract or license termination exit costs, professional services, other acquisition costs and severance costs. (c) Other items primarily represent certain consulting and legal fees, rent for non-operating assets, relocation expenses, retention bonuses, and business optimization expenses. |
Schedule of Capital Expenditures by Segment | Nine Months Ended September 30, (In millions) 2021 2020 Capital Expenditures, net Las Vegas $ 39 $ 16 Regional (a) 199 62 Caesars Digital 43 — Corporate and Other 34 20 Total $ 315 $ 98 ____________________ (a) Includes $2 million of capital expenditures related to properties classified as discontinued operations for the nine months ended September 30, 2021. |
Schedule of Balance Sheet Information for Reportable Segments | (In millions) September 30, 2021 December 31, 2020 Total Assets Las Vegas $ 22,071 $ 21,464 Regional 14,253 13,732 Caesars Digital 2,067 323 Managed and Branded 3,528 225 Corporate and Other (a) (2,957) 641 Total $ 38,962 $ 36,385 ____________________ (a) Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results. |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Organization (Details) machine in Thousands, $ in Millions, £ in Billions | Aug. 26, 2021USD ($) | Apr. 22, 2021GBP (£) | Apr. 22, 2021USD ($) | Sep. 30, 2021hotelstatepropertymachinegame | Dec. 31, 2015 |
Organization and Basis of Presentation | |||||
Total number of properties | property | 53 | ||||
Number of slot machines and video lottery terminals | machine | 56 | ||||
Number of table games | game | 2,900 | ||||
Number of room in hotel | hotel | 46,500 | ||||
Expected number of properties that will be owned after transactions | property | 51 | ||||
Gain recognized on acquisition | $ | $ 40 | ||||
Domestic Gaming and Hospitality Properties | |||||
Organization and Basis of Presentation | |||||
Number of states in which the Company operates | 16 | ||||
Sports Wagering | |||||
Organization and Basis of Presentation | |||||
Number of states in which the Company operates | 18 | ||||
Mobile Sports Betting | |||||
Organization and Basis of Presentation | |||||
Number of states in which the Company operates | 14 | ||||
William Hill | |||||
Organization and Basis of Presentation | |||||
Cash consideration paid | £ 2.9 | $ 3,900 | |||
William Hill | Sports Wagering | |||||
Organization and Basis of Presentation | |||||
Number of states in which the Company operates | 8 | ||||
Horseshoe Baltimore | |||||
Organization and Basis of Presentation | |||||
Cash consideration paid | $ | $ 55 | ||||
Percentage of outstanding shares owned | 75.80% | ||||
Silver Legacy Joint Venture | |||||
Organization and Basis of Presentation | |||||
Ownership interest | 50.00% |
Organization and Basis of Pre_4
Organization and Basis of Presentation - William Hill Acquisition (Details) £ in Millions, $ in Millions | May 12, 2021GBP (£) | Apr. 22, 2021GBP (£) | Apr. 22, 2021USD ($) | Oct. 06, 2020GBP (£) | Sep. 08, 2021GBP (£) | Sep. 08, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 14, 2021GBP (£) |
Organization and Basis of Presentation | ||||||||
Disposal group, consideration | $ | $ 14 | |||||||
William Hill International | ||||||||
Organization and Basis of Presentation | ||||||||
Disposal group, consideration | £ 2,200 | |||||||
Disposal group, expected proceeds after repayment of Bridge Credit Agreement and working capital adjustments | £ 835 | $ 1,200 | ||||||
William Hill | ||||||||
Organization and Basis of Presentation | ||||||||
Cash consideration paid | £ 2,900 | $ 3,900 | ||||||
Total purchase consideration | 2,900 | $ 3,912 | ||||||
William Hill | Senior Secured 540-day Bridge Loan Facility | Line of Credit | ||||||||
Organization and Basis of Presentation | ||||||||
Credit facility | 1,000 | |||||||
William Hill | Senior Secured 60-day Bridge Loan Facility | Line of Credit | ||||||||
Organization and Basis of Presentation | ||||||||
Credit facility | 503 | |||||||
Repayments of debt | £ 503 | |||||||
William Hill | Senior Secured 540-day Revolving Credit Facility | Line of Credit | ||||||||
Organization and Basis of Presentation | ||||||||
Credit facility | £ 116 | |||||||
William Hill | Senior Secured Revolving Credit Facility | Line of Credit | ||||||||
Organization and Basis of Presentation | ||||||||
Credit facility | £ 116 | |||||||
William Hill | Asset Sale Bridge Facility | Line of Credit | ||||||||
Organization and Basis of Presentation | ||||||||
Credit facility | £ 700 | |||||||
Deutsche Bank AG, London Branch and JP Morgan Chase Bank, N.A | William Hill | ||||||||
Organization and Basis of Presentation | ||||||||
Total purchase consideration | £ 1,500 |
Organization and Basis of Pre_5
Organization and Basis of Presentation - Additional Information (Details) - USD ($) | Jan. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Apr. 11, 2020 |
Variable Interest Entity [Line Items] | |||||
Property and equipment, net | $ 14,529,000,000 | $ 14,735,000,000 | |||
Liabilities | 34,009,000,000 | 31,351,000,000 | |||
Percentage of furloughed employees | 90.00% | ||||
Goodwill impairment | $ 0 | $ 116,000,000 | |||
Interest rate (as a percent) | 4.30% | ||||
5% Convertible Notes | |||||
Variable Interest Entity [Line Items] | |||||
Interest rate (as a percent) | 5.00% | ||||
5% Convertible Notes | Senior Notes | |||||
Variable Interest Entity [Line Items] | |||||
Interest rate (as a percent) | 5.00% | ||||
VIEs | |||||
Variable Interest Entity [Line Items] | |||||
Property and equipment, net | 130,000,000 | ||||
Liabilities | $ 130,000,000 | ||||
Gain on sale of joint venture | $ 0 |
Acquisitions and Purchase Pri_3
Acquisitions and Purchase Price Accounting - Narrative (Details) $ in Millions, £ in Billions | Aug. 26, 2021USD ($) | Apr. 22, 2021GBP (£) | Apr. 22, 2021USD ($) | Jul. 20, 2020USD ($) | Sep. 30, 2021USD ($)statesportsbook | Sep. 30, 2021USD ($)statesportsbook | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)statesportsbook | Sep. 30, 2021USD ($)statesportsbook | Sep. 30, 2020USD ($) | Sep. 08, 2021GBP (£) | Jun. 30, 2021USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Disposal group, consideration | $ 14 | |||||||||||
Gain recognized on acquisition | $ 40 | |||||||||||
Sports Wagering | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of states in which the Company operates | state | 18 | 18 | 18 | 18 | ||||||||
Online Real Money Gaming Businesses | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of states in which the Company operates | state | 5 | 5 | 5 | 5 | ||||||||
William Hill International | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Disposal group, consideration | £ | £ 2.2 | |||||||||||
Gaming rights and other | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets, useful life | 34 years | |||||||||||
Trademarks | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets, useful life | 15 years | |||||||||||
Caesars Entertainment Corp. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total purchase consideration | $ 10,875 | |||||||||||
Business combination, acquisition related costs | $ 6 | $ 107 | $ 21 | $ 129 | ||||||||
Revenue since transaction | 5,300 | |||||||||||
Loss since transaction | 411 | |||||||||||
Cash consideration paid | $ 6,090 | |||||||||||
William Hill | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total purchase consideration | £ 2.9 | $ 3,912 | ||||||||||
Business combination, acquisition related costs | $ 5 | $ 60 | ||||||||||
Revenue since transaction | $ 104 | |||||||||||
Loss since transaction | $ 205 | |||||||||||
Number of sportsbooks | sportsbook | 37 | 37 | 37 | 37 | ||||||||
Decrease in total purchase consideration | $ 54 | |||||||||||
Decrease in other assets | 3 | |||||||||||
Increase in assets held for sale | 521 | |||||||||||
Decrease in goodwill | 271 | |||||||||||
Decrease in intangible assets | 131 | |||||||||||
Increase in liabilities held for sale | 27 | |||||||||||
Increase in deferred income taxes | 143 | |||||||||||
Loss from purchase price adjustments | $ 54 | $ 75 | ||||||||||
Cash consideration paid | £ 2.9 | $ 3,900 | ||||||||||
William Hill | Sports Wagering | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of states in which the Company operates | state | 8 | 8 | 8 | 8 | ||||||||
William Hill | Trademarks | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets, useful life | 15 years | |||||||||||
William Hill | Technology | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets, useful life | 6 years | |||||||||||
William Hill | User Relationship | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets, useful life | 3 years | |||||||||||
William Hill | Operating Agreements | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets, useful life | 20 years | |||||||||||
William Hill | Rights Value | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets, useful life | 24 years | |||||||||||
Horseshoe Baltimore | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total purchase consideration | $ 154 | |||||||||||
Revenue since transaction | $ 18 | |||||||||||
Loss since transaction | $ (1) | |||||||||||
Percentage of outstanding shares owned | 75.80% | |||||||||||
Cash consideration paid | $ 55 | |||||||||||
Percentage of outstanding shares owned before additional interest purchased | 44.30% | |||||||||||
Horseshoe Baltimore | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets, useful life | 7 years |
Acquisitions and Purchase Pri_4
Acquisitions and Purchase Price Accounting - Schedule of Business Acquisition by Acquisition (Details) - Caesars Entertainment Corp. $ / shares in Units, $ in Millions | Jul. 20, 2020USD ($)$ / shares |
Business Acquisition [Line Items] | |
Cash consideration paid | $ 6,090 |
Shares issued to former caesars shareholders | 2,381 |
Cash paid to retire Former Caesars debt | 2,356 |
Other consideration paid | 48 |
Total purchase consideration | $ 10,875 |
Common stock conversion ratio | 0.3085 |
Right to receive per share (in dollars per share) | $ / shares | $ 12.41 |
Acquisitions and Purchase Pri_5
Acquisitions and Purchase Price Accounting - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Aug. 26, 2021 | Apr. 22, 2021 | Dec. 31, 2020 | Jul. 20, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 10,967 | $ 9,864 | |||
Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | 9 | ||||
Gaming rights and other | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | 232 | ||||
Caesars Entertainment Corp. | |||||
Business Acquisition [Line Items] | |||||
Current and other assets | $ 3,540 | ||||
Property and equipment | 13,096 | ||||
Goodwill | 9,064 | ||||
Intangible assets (a) | 3,394 | ||||
Other noncurrent assets | 710 | ||||
Total assets | 29,804 | ||||
Current liabilities | 1,771 | ||||
Financing obligation | 8,149 | ||||
Long-term debt | 6,591 | ||||
Noncurrent liabilities | 2,400 | ||||
Total liabilities | 18,911 | ||||
Noncontrolling interests | 18 | ||||
Net assets acquired | 10,875 | ||||
Caesars Entertainment Corp. | Gaming Licenses | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | 396 | ||||
Caesars Entertainment Corp. | Trade Names | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | 2,100 | ||||
Caesars Entertainment Corp. | Caesars Rewards | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | 523 | ||||
Caesars Entertainment Corp. | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | $ 425 | ||||
William Hill | |||||
Business Acquisition [Line Items] | |||||
Other current assets | $ 160 | ||||
Assets held for sale | 4,375 | ||||
Property and equipment | 55 | ||||
Goodwill | 1,102 | ||||
Intangible assets (a) | 565 | ||||
Other noncurrent assets | 307 | ||||
Total assets | 6,564 | ||||
Current liabilities | 249 | ||||
Liabilities related to assets held for sale | 2,130 | ||||
Deferred income taxes | 228 | ||||
Noncurrent liabilities | 35 | ||||
Total liabilities | 2,642 | ||||
Noncontrolling interests | 10 | ||||
Net assets acquired | 3,912 | ||||
Intangible asset | $ 1,100 | ||||
William Hill | Trade Names | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | 27 | ||||
William Hill | Operating Agreements | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | 80 | ||||
William Hill | Technology | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | 110 | ||||
William Hill | Rights Value | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | 280 | ||||
William Hill | User Relationship | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | $ 68 | ||||
Horseshoe Baltimore | |||||
Business Acquisition [Line Items] | |||||
Current assets | $ 60 | ||||
Property and equipment | 215 | ||||
Intangible assets (a) | 241 | ||||
Other noncurrent assets | 136 | ||||
Total assets | 652 | ||||
Current liabilities | 26 | ||||
Long-term debt | 272 | ||||
Other long-term liabilities | 158 | ||||
Total liabilities | 456 | ||||
Noncontrolling interests | 42 | ||||
Net assets acquired | $ 154 |
Acquisitions and Purchase Pri_6
Acquisitions and Purchase Price Accounting - Purchase Consideration For William Hill And Horseshoe Baltimore (Details) £ / shares in Units, $ / shares in Units, $ in Millions, £ in Billions, shares in Billions | Aug. 26, 2021USD ($) | Apr. 22, 2021GBP (£)£ / sharesshares | Apr. 22, 2021USD ($)shares | Apr. 22, 2021$ / shares |
William Hill | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid | £ 2.9 | $ 3,900 | ||
Fair value of William Hill equity awards | 30 | |||
Total purchase consideration | £ 2.9 | 3,912 | ||
William Hill | Net of Receivable or Payable | ||||
Business Acquisition [Line Items] | ||||
Business combination, separately recognized tansactions, settlement of pre existing relationship | 7 | |||
William Hill | Off-Market Right | ||||
Business Acquisition [Line Items] | ||||
Business combination, separately recognized tansactions, settlement of pre existing relationship | (34) | |||
William Hill | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid | $ 3,909 | |||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 1 | 1 | ||
Business acquisition, share price (in dollars per share) | (per share) | £ 2.72 | $ 3.77 | ||
Horseshoe Baltimore | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid | $ 55 | |||
Total purchase consideration | 154 | |||
Horseshoe Baltimore | Net of Receivable or Payable | ||||
Business Acquisition [Line Items] | ||||
Business combination, separately recognized tansactions, settlement of pre existing relationship | 18 | |||
Horseshoe Baltimore | Off-Market Right | ||||
Business Acquisition [Line Items] | ||||
Business combination, separately recognized tansactions, settlement of pre existing relationship | $ 81 |
Acquisitions and Purchase Pri_7
Acquisitions and Purchase Price Accounting - Financing Receivable, Allowance for Credit Loss (Details) - Caesars Entertainment Corp. $ in Millions | Jul. 20, 2020USD ($) |
Business Acquisition [Line Items] | |
Purchase price of financial assets | $ 95 |
Allowance for credit losses at the acquisition date based on the acquirer’s assessment | 89 |
Discount (premium) attributable to other factors | 2 |
Face value of financial assets | $ 186 |
Acquisitions and Purchase Pri_8
Acquisitions and Purchase Price Accounting - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Caesars Entertainment Corp. | ||||
Business Acquisition [Line Items] | ||||
Net revenues | $ 1,639 | $ 4,145 | ||
Net loss | (989) | (2,266) | ||
Net loss attributable to Caesars | (927) | (2,200) | ||
William Hill | ||||
Business Acquisition [Line Items] | ||||
Net revenues | $ 2,685 | 1,484 | $ 7,106 | 2,131 |
Net loss | (155) | (980) | (427) | (1,473) |
Net loss attributable to Caesars | (157) | (981) | (429) | (1,474) |
Horseshoe Baltimore | ||||
Business Acquisition [Line Items] | ||||
Net revenues | 2,718 | 1,495 | 7,102 | 2,148 |
Net loss | (265) | (924) | (611) | (1,219) |
Net loss attributable to Caesars | $ (268) | $ (925) | $ (617) | $ (1,216) |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets and Liabilities Held for Sale, Accounted Carrying Value Lower than Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Assets held for sale | $ 3,812 | $ 1,583 |
Liabilities: | ||
Current liabilities | 2,666 | 787 |
Deferred finance obligation | 5 | 336 |
Baton Rouge | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets: | ||
Cash | 3 | 2 |
Property and equipment, net | 2 | 2 |
Other assets, net | 1 | 1 |
Assets held for sale | 6 | 5 |
Liabilities: | ||
Current liabilities | 3 | 2 |
Other long-term liabilities | 1 | 1 |
Liabilities related to assets held for sale | 4 | 3 |
MontBleu | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets: | ||
Cash | 3 | |
Property and equipment, net | 37 | |
Goodwill | 0 | |
Gaming licenses and other intangibles, net | 0 | |
Other assets, net | 32 | |
Assets held for sale | 72 | |
Liabilities: | ||
Current liabilities | 8 | |
Other long-term liabilities | 63 | |
Liabilities related to assets held for sale | 71 | |
Evansville | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets: | ||
Cash | 7 | |
Property and equipment, net | 302 | |
Goodwill | 9 | |
Gaming licenses and other intangibles, net | 138 | |
Other assets, net | 49 | |
Assets held for sale | 505 | |
Liabilities: | ||
Current liabilities | 12 | |
Other long-term liabilities | 24 | |
Liabilities related to assets held for sale | 36 | |
Harrah’s Louisiana Downs | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets: | ||
Cash | 7 | 6 |
Property and equipment, net | 10 | 11 |
Goodwill | 3 | 3 |
Gaming licenses and other intangibles, net | 5 | 5 |
Other assets, net | 0 | |
Assets held for sale | 25 | 25 |
Liabilities: | ||
Current liabilities | 6 | 6 |
Other long-term liabilities | 5 | 6 |
Liabilities related to assets held for sale | 11 | 12 |
Caesars UK Group | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets: | ||
Cash | 32 | |
Property and equipment, net | 75 | |
Goodwill | 3 | |
Gaming licenses and other intangibles, net | 28 | |
Other assets, net | 117 | |
Assets held for sale | 255 | |
Liabilities: | ||
Current liabilities | 73 | |
Other long-term liabilities | 120 | |
Liabilities related to assets held for sale | 193 | |
Caesars Southern Indiana | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets: | ||
Cash | 8 | |
Property and equipment, net | 418 | |
Goodwill | 136 | |
Gaming licenses and other intangibles, net | 23 | |
Other assets, net | 4 | |
Assets held for sale | 589 | |
Liabilities: | ||
Current liabilities | 13 | |
Other long-term liabilities | 332 | |
Liabilities related to assets held for sale | $ 345 | |
William Hill International | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets: | ||
Assets held for sale | 3,800 | |
Liabilities: | ||
Liabilities related to assets held for sale | $ 2,700 |
Assets Held for Sale - Schedu_2
Assets Held for Sale - Schedule of Information of Net Revenues and Net Income (Loss) (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Baton Rouge | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | $ 4 | $ 4 | $ 13 | $ 12 |
Net income (loss) | (2) | (4) | (3) | (17) |
MontBleu | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 11 | 11 | 23 | |
Net income (loss) | (3) | 4 | (43) | |
Evansville | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 31 | 58 | 71 | |
Net income (loss) | 1 | 26 | (7) | |
Eldorado Shreveport | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 21 | 51 | ||
Net income (loss) | 7 | 8 | ||
Kansas City | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 0 | 18 | ||
Net income (loss) | 1 | 3 | ||
Vicksburg | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 0 | 7 | ||
Net income (loss) | $ 0 | $ (1) | ||
Harrah’s Louisiana Downs | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 13 | 42 | ||
Net income (loss) | 3 | 12 | ||
Caesars UK Group | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 0 | 30 | ||
Net income (loss) | (1) | (30) | ||
Caesars Southern Indiana | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 41 | 155 | ||
Net income (loss) | 18 | 27 | ||
William Hill International | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 454 | 797 | ||
Net income (loss) | $ (39) | $ (41) |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) £ in Millions, $ in Millions | Sep. 03, 2021USD ($) | Jun. 03, 2021USD ($) | Apr. 06, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021GBP (£) | Sep. 08, 2021GBP (£) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 24, 2020USD ($) | Sep. 03, 2020USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Disposal group, consideration | $ 14 | ||||||||||||
Loss from equity method investment | $ (12) | $ (1) | |||||||||||
Aggregate consideration subject to working capital adjustments | $ 15 | ||||||||||||
Impairment charges | $ 0 | $ 0 | $ 0 | $ 161 | |||||||||
Property and equipment, net | 14,529 | 14,529 | $ 14,735 | ||||||||||
Assets held for sale | $ 3,812 | $ 3,812 | 1,583 | ||||||||||
Interest rate (as a percent) | 4.30% | 4.30% | 4.30% | ||||||||||
Eastern Band of Cherokee Indians (“EBCI”) | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Licensing Agreement, Term | 10 years | ||||||||||||
Evansville | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Disposal group, consideration | $ 480 | ||||||||||||
Evansville | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Assets held for sale | 505 | ||||||||||||
Liabilities held for sale | 36 | ||||||||||||
MontBleu | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Impairment charges | 45 | ||||||||||||
Right-of-use asset | 18 | 18 | |||||||||||
Property and equipment, net | 23 | 23 | |||||||||||
Goodwill and other intangibles | $ 4 | $ 4 | |||||||||||
MontBleu | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Assets held for sale | 72 | ||||||||||||
Liabilities held for sale | 71 | ||||||||||||
Harrah’s Louisiana Downs | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Disposal group, consideration | $ 22 | ||||||||||||
Harrah’s Louisiana Downs | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Assets held for sale | $ 25 | $ 25 | 25 | ||||||||||
Liabilities held for sale | 11 | 11 | 12 | ||||||||||
Caesars Southern Indiana | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Disposal group, consideration | $ 250 | ||||||||||||
Gain on working capital adjustment | $ 12 | ||||||||||||
Reduction in annual lease payments for disposal of business | $ 33 | ||||||||||||
Caesars Southern Indiana | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Assets held for sale | 589 | ||||||||||||
Liabilities held for sale | $ 345 | ||||||||||||
William Hill International | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Disposal group, consideration | £ | £ 2,200 | ||||||||||||
William Hill International | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Assets held for sale | 3,800 | 3,800 | |||||||||||
Liabilities held for sale | 2,700 | 2,700 | |||||||||||
Long-term debt, gross | 1,100 | 1,100 | |||||||||||
Asset Sale Bridge Facility | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Liabilities held for sale | $ 612 | $ 612 | |||||||||||
Maximum leverage ratio | 10.50 | 10.50 | 10.50 | ||||||||||
Senior Notes | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Debt instrument, interest rate, effective percentage | 101.00% | ||||||||||||
Debt instrument, repurchased face amount | £ | £ 1 | ||||||||||||
Senior Notes Due 2026 | Senior Notes | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Debt instrument, face amount | £ | £ 350 | ||||||||||||
Interest rate (as a percent) | 4.75% | 4.75% | 4.75% | ||||||||||
Senior Notes Due 2023 | Senior Notes | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Debt instrument, face amount | £ | £ 350 | ||||||||||||
Interest rate (as a percent) | 4.875% | 4.875% | 4.875% |
Investments in and Advances t_2
Investments in and Advances to Unconsolidated Affiliates - Additional Information (Details) shares in Millions, $ in Millions | Sep. 16, 2021USD ($) | Feb. 12, 2021USD ($)a | Jan. 29, 2019 | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($)ashares | Sep. 30, 2021USD ($)ashares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)ashares |
Investment in Unconsolidated Affiliates | ||||||||
Land contributed to joint venture | $ 61 | $ 0 | ||||||
Payments to acquire equity method investments | $ 39 | $ 1 | ||||||
Pompano Joint Venture | ||||||||
Investment in Unconsolidated Affiliates | ||||||||
Percentage of equity stake | 50.00% | 50.00% | 50.00% | |||||
Land contributed to joint venture | $ 61 | |||||||
Payments to acquire equity method investments | $ 4 | |||||||
Number of acres contributed | a | 186 | |||||||
Number of acres contributed to date | a | 206 | 206 | 206 | |||||
Fair value of land contributed to date | $ 69 | $ 69 | $ 69 | |||||
William Hill | ||||||||
Investment in Unconsolidated Affiliates | ||||||||
Agreement period | 25 years | |||||||
Neo Games S.A | ||||||||
Investment in Unconsolidated Affiliates | ||||||||
Proceeds from sale of equity securities | $ 136 | |||||||
Percentage of equity stake | 24.50% | 8.40% | 8.40% | 8.40% | ||||
Equity stake value in ordinary shares (in shares) | shares | 2 | 2 | 2 | |||||
Equity securities fair value | $ 79 | $ 79 | $ 79 | |||||
Equity securities, loss | $ 158 | $ 35 | ||||||
Cordish Companies | ||||||||
Investment in Unconsolidated Affiliates | ||||||||
Land contributed to joint venture | $ 3 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 16,304 | $ 16,304 | $ 15,783 | ||
Less: accumulated depreciation | (1,775) | (1,775) | (1,048) | ||
Total property and equipment, net | 14,529 | 14,529 | 14,735 | ||
Depreciation expense | 276 | $ 225 | 842 | $ 324 | |
Financing Leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | 237 | $ 204 | 746 | $ 289 | |
Land and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 2,124 | 2,124 | 2,187 | ||
Buildings, riverboats, and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 12,329 | 12,329 | 12,059 | ||
Furniture, fixtures, and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 1,558 | 1,558 | 1,419 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 293 | $ 293 | $ 118 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Schedule of Goodwill and Other Intangible Assets, Net (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Amortizing Intangible Assets | ||
Finite-lived intangible assets, net, beginning balance | $ 501 | |
Amortization | (96) | |
Acquired | 574 | |
Acquisition of gaming rights and trademarks | 253 | |
Other | 0 | |
Finite-lived intangible assets, net, ending balance | 1,232 | |
Goodwill | ||
Goodwill, gross, beginning balance | 9,864 | |
Goodwill, acquired | 1,102 | |
Goodwill, acquisition of gaming rights and trademarks | 0 | $ 116 |
Goodwill, other | 1 | |
Goodwill, gross, ending balance | 10,967 | |
Other | ||
Indefinite-lived intangible assets (excluding goodwill), beginning balance | 3,782 | |
Acquired | 232 | |
Acquisition of gaming rights and trademark | 20 | |
Other | (13) | |
Indefinite-lived intangible assets (excluding goodwill), ending balance | 4,021 | |
Trademarks | ||
Amortizing Intangible Assets | ||
Finite-lived intangible assets, net, beginning balance | 0 | |
Finite-lived intangible assets, net, ending balance | $ 262 | |
Other | ||
Finite-lived intangible assets, useful life | 15 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, gross | $ 1,421 | $ 594 |
Finite-lived intangible assets, accumulated amortization | (189) | (93) |
Finite-lived intangible assets, net, total | 1,232 | 501 |
Indefinite-lived intangible assets (excluding goodwill) | 4,021 | 3,782 |
Total amortizing and non-amortizing intangible assets, net | 5,253 | 4,283 |
Trademarks | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | 2,148 | 2,161 |
Gaming rights | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | 1,350 | 1,098 |
Caesars Rewards | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | 523 | 523 |
Customer relationships | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, gross | 587 | 510 |
Finite-lived intangible assets, accumulated amortization | (163) | (92) |
Finite-lived intangible assets, net, total | $ 424 | 418 |
Customer relationships | Minimum | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 3 years | |
Customer relationships | Maximum | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 7 years | |
Gaming rights and other | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 34 years | |
Finite-lived intangible assets, gross | $ 174 | 84 |
Finite-lived intangible assets, accumulated amortization | (5) | (1) |
Finite-lived intangible assets, net, total | $ 169 | 83 |
Gaming rights and other | Minimum | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 20 years | |
Gaming rights and other | Maximum | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 34 years | |
Trademarks | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 15 years | |
Finite-lived intangible assets, gross | $ 270 | 0 |
Finite-lived intangible assets, accumulated amortization | (8) | 0 |
Finite-lived intangible assets, net, total | $ 262 | 0 |
Reacquired rights | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 24 years | |
Finite-lived intangible assets, gross | $ 280 | 0 |
Finite-lived intangible assets, accumulated amortization | (5) | 0 |
Finite-lived intangible assets, net, total | $ 275 | 0 |
Technology | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, useful life | 6 years | |
Finite-lived intangible assets, gross | $ 110 | 0 |
Finite-lived intangible assets, accumulated amortization | (8) | 0 |
Finite-lived intangible assets, net, total | $ 102 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Depreciation and amortization | $ 276 | $ 225 | $ 842 | $ 324 |
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Depreciation and amortization | $ 39 | $ 21 | $ 96 | $ 35 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - Customer relationships $ in Millions | Sep. 30, 2021USD ($) |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Remaining 2021 | $ 37 |
2022 | 144 |
2023 | 139 |
2024 | 124 |
2025 | 117 |
2026 | $ 117 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 06, 2017 |
Liabilities: | |||
Interest rate (as a percent) | 4.30% | ||
Former Caesars 5% Convertible Notes | Senior Notes | |||
Liabilities: | |||
Interest rate (as a percent) | 5.00% | ||
Fair Value Recurring Basis | |||
Assets: | |||
Restricted cash and investments | $ 2 | $ 48 | |
Marketable securities | 96 | 33 | |
Derivative instruments - FX forward | 21 | ||
Total assets at fair value | 119 | 121 | |
Liabilities: | |||
Total liabilities at fair value | 47 | 416 | |
Fair Value Recurring Basis | Level 1 | |||
Assets: | |||
Restricted cash and investments | 1 | 1 | |
Marketable securities | 88 | 23 | |
Derivative instruments - FX forward | 0 | ||
Total assets at fair value | 89 | 24 | |
Liabilities: | |||
Total liabilities at fair value | 0 | 0 | |
Fair Value Recurring Basis | Level 2 | |||
Assets: | |||
Restricted cash and investments | 1 | 3 | |
Marketable securities | 8 | 10 | |
Derivative instruments - FX forward | 21 | ||
Total assets at fair value | 30 | 53 | |
Liabilities: | |||
Total liabilities at fair value | 47 | 416 | |
Fair Value Recurring Basis | Level 3 | |||
Assets: | |||
Restricted cash and investments | 0 | 44 | |
Marketable securities | 0 | 0 | |
Derivative instruments - FX forward | 0 | ||
Total assets at fair value | 0 | 44 | |
Liabilities: | |||
Total liabilities at fair value | 0 | 0 | |
Fair Value Recurring Basis | Foreign Exchange Contract | |||
Assets: | |||
Derivative instruments - FX forward | 40 | ||
Fair Value Recurring Basis | Foreign Exchange Contract | Level 1 | |||
Assets: | |||
Derivative instruments - FX forward | 0 | ||
Fair Value Recurring Basis | Foreign Exchange Contract | Level 2 | |||
Assets: | |||
Derivative instruments - FX forward | 40 | ||
Fair Value Recurring Basis | Foreign Exchange Contract | Level 3 | |||
Assets: | |||
Derivative instruments - FX forward | 0 | ||
Fair Value Recurring Basis | 5% Convertible Notes | |||
Liabilities: | |||
Derivative instruments - interest rate swaps | 326 | ||
Fair Value Recurring Basis | 5% Convertible Notes | Level 1 | |||
Liabilities: | |||
Derivative instruments - interest rate swaps | 0 | ||
Fair Value Recurring Basis | 5% Convertible Notes | Level 2 | |||
Liabilities: | |||
Derivative instruments - interest rate swaps | 326 | ||
Fair Value Recurring Basis | 5% Convertible Notes | Level 3 | |||
Liabilities: | |||
Derivative instruments - interest rate swaps | 0 | ||
Fair Value Recurring Basis | Interest Rate Swap | |||
Liabilities: | |||
Derivative instruments - interest rate swaps | 47 | 90 | |
Fair Value Recurring Basis | Interest Rate Swap | Level 1 | |||
Liabilities: | |||
Derivative instruments - interest rate swaps | 0 | 0 | |
Fair Value Recurring Basis | Interest Rate Swap | Level 2 | |||
Liabilities: | |||
Derivative instruments - interest rate swaps | 47 | 90 | |
Fair Value Recurring Basis | Interest Rate Swap | Level 3 | |||
Liabilities: | |||
Derivative instruments - interest rate swaps | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Change in Restricted Investments Valued Using Level 3 Inputs (Details) - Fair Value Recurring Basis $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Assets | |
Investments, beginning balance | $ 48 |
Investments, ending balance | 2 |
Level 3 | |
Fair Value, Assets | |
Investments, beginning balance | 44 |
Investments, ending balance | 0 |
Restricted Cash and Investments | Level 3 | |
Fair Value, Assets | |
Investments, beginning balance | 44 |
Change in fair value | 7 |
Acquisition of William Hill | (51) |
Investments, ending balance | $ 0 |
Fair Value Measurements - Restr
Fair Value Measurements - Restricted Cash and Investments and Marketable Securities (Details) - USD ($) | Jul. 07, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
William Hill | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Restricted investments | $ 0 | ||||
TSG | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Cumulative unrealized gains (losses) | $ 9,000,000 | $ 5,000,000 | $ (1,000,000) | $ 8,000,000 | |
TSG | Marketable Securities | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Fair value, total | $ 10,000,000 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Instruments (Details) £ in Millions | Apr. 23, 2021USD ($) | Sep. 30, 2021USD ($)agreement | Sep. 30, 2020USD ($) | Sep. 30, 2021GBP (£) | Sep. 30, 2021USD ($)agreement | Sep. 30, 2020USD ($) | Apr. 23, 2021GBP (£) | Oct. 06, 2017USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Interest rate (as a percent) | 4.30% | 4.30% | ||||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | $ 15,000,000 | $ 18,000,000 | $ 44,000,000 | $ 18,000,000 | ||||
Cash flow hedge gain (loss) to be reclassified within twelve months | 39,000,000 | |||||||
Interest Expense | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Amounts reclassified from accumulated other comprehensive income | 15,000,000 | $ (12,000,000) | 44,000,000 | $ (12,000,000) | ||||
Foreign Exchange Contract | Not Designated as Hedging Instrument | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative, notional amount | £ | £ 237 | |||||||
Derivative, gain (loss) on derivative, net | $ 6,000,000 | |||||||
Proceeds from derivative settlement | £ | £ 717 | |||||||
Unrealized gain (loss) on derivatives | 16,000,000 | 20,000,000 | ||||||
CRC Credit Agreement | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative, notional amount | $ 2,300,000,000 | $ 2,300,000,000 | ||||||
Number of interest rate derivatives held | agreement | 7 | 7 | ||||||
Interest Rate Swap | Other Long Term Liabilities | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative instruments - FX forward | $ 47,000,000 | $ 47,000,000 | ||||||
Former Caesars 5% Convertible Notes | Senior Notes | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Interest rate (as a percent) | 5.00% | |||||||
Debt instrument, face amount | $ 1,100,000,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Derivative Instruments (Details) - Interest Rate Swap | Sep. 30, 2021USD ($) |
Interest Rate Swap, Effective 1/1/2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, notional amount | $ 250,000,000 |
Fixed Rate Paid | 2.196% |
Derivative, variable interest rate | 0.0846% |
Interest Rate Swap, Effective 12/31/2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, notional amount | $ 250,000,000 |
Fixed Rate Paid | 2.274% |
Derivative, variable interest rate | 0.0846% |
Interest Rate Swap, Effective 1/1/2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, notional amount | $ 400,000,000 |
Fixed Rate Paid | 2.788% |
Derivative, variable interest rate | 0.0846% |
Interest Rate Swap, Effective 12/31/2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, notional amount | $ 200,000,000 |
Fixed Rate Paid | 2.828% |
Derivative, variable interest rate | 0.0846% |
Interest Rate Swap, Effective 1/1/2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, notional amount | $ 200,000,000 |
Fixed Rate Paid | 2.828% |
Derivative, variable interest rate | 0.0846% |
Interest Rate Swap, Effective 12/31/2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, notional amount | $ 600,000,000 |
Fixed Rate Paid | 2.739% |
Derivative, variable interest rate | 0.0846% |
Interest Rate Swap, Effective 1/2/2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, notional amount | $ 400,000,000 |
Fixed Rate Paid | 2.707% |
Derivative, variable interest rate | 0.0846% |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ 5,162 | $ 4,630 | $ 5,034 | $ 1,616 | $ 5,034 | $ 1,117 |
Other comprehensive income (loss), net of tax | (25) | 15 | (12) | 15 | ||
Ending balance | 4,953 | 5,162 | 4,630 | 3,389 | 4,953 | 3,389 |
Unrealized Net Gains on Derivative Instruments | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | 48 | 38 | 26 | 26 | 0 | |
Other comprehensive loss before reclassifications | (4) | (5) | (2) | 2 | ||
Amounts reclassified from accumulated other comprehensive income | 15 | 15 | 14 | 12 | ||
Other comprehensive income (loss), net of tax | 11 | 10 | 12 | 14 | ||
Ending balance | 59 | 48 | 38 | 14 | 59 | 14 |
Foreign Currency Translation Adjustments | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | (3) | 8 | 8 | 8 | 0 | |
Other comprehensive loss before reclassifications | (33) | (11) | 0 | 1 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 | ||
Other comprehensive income (loss), net of tax | (33) | (11) | 0 | 1 | ||
Ending balance | (36) | (3) | 8 | 1 | (36) | 1 |
Other | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | 2 | (1) | 0 | 0 | 0 | |
Other comprehensive loss before reclassifications | (3) | 3 | (1) | 0 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 | ||
Other comprehensive income (loss), net of tax | (3) | 3 | (1) | 0 | ||
Ending balance | (1) | 2 | (1) | 0 | (1) | 0 |
AOCI Including Portion Attributable to Noncontrolling Interest | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | 47 | 45 | 34 | 34 | 0 | |
Other comprehensive loss before reclassifications | (40) | (13) | (3) | 3 | ||
Amounts reclassified from accumulated other comprehensive income | 15 | 15 | 14 | 12 | ||
Other comprehensive income (loss), net of tax | (25) | 2 | 11 | 15 | ||
Ending balance | $ 22 | $ 47 | $ 45 | $ 15 | $ 22 | $ 15 |
Litigation, Commitments and C_2
Litigation, Commitments and Contingencies (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | |
Loss Contingencies [Line Items] | |||
Self insurance reserve | $ 226 | $ 223 | |
Proceeds from insurance claims | 44 | ||
Insured event, gain | 22 | ||
Atlantic City | |||
Loss Contingencies [Line Items] | |||
Escrow deposit | $ 400 | ||
Capital expenditure term | 3 years | ||
Restricted cash | $ 328 | ||
Casino Operating Contract and Ground Lease for Harrah’s New Orleans | |||
Loss Contingencies [Line Items] | |||
Net investment in lease | $ 325 | ||
Sports Sponsorship and Partnership Obligations | |||
Loss Contingencies [Line Items] | |||
Indefinite-lived license agreements | 866 | ||
Insurance Carrier | |||
Loss Contingencies [Line Items] | |||
Loss contingency, damages sought, value | $ 2,000 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Millions | Jul. 20, 2020 | Sep. 30, 2021 | Sep. 24, 2021 | Dec. 31, 2020 | Jul. 06, 2020 |
Long-term debt | |||||
Total debt | $ 15,175 | ||||
Current portion of long-term debt | (70) | $ (67) | |||
Long-term debt | $ 14,453 | 14,073 | |||
Interest rate (as a percent) | 4.30% | ||||
Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Special Improvement District Bonds | $ 49 | ||||
Long-term notes and other payables | 2 | ||||
Total debt | 15,175 | ||||
Current portion of long-term debt | (70) | ||||
Deferred finance charges associated with the CEI Revolving Credit Facility | 0 | ||||
Long-term debt | 15,105 | ||||
Unamortized premiums, discounts and deferred finance charges | 15,632 | ||||
Reported Value Measurement | |||||
Long-term debt | |||||
Special Improvement District Bonds | 49 | 51 | |||
Long-term notes and other payables | 2 | 2 | |||
Total debt | 14,539 | 14,159 | |||
Current portion of long-term debt | (70) | (67) | |||
Deferred finance charges associated with the CEI Revolving Credit Facility | (16) | (19) | |||
Long-term debt | 14,453 | 14,073 | |||
Unamortized premiums, discounts and deferred finance charges | 652 | 883 | |||
CRC Revolving Credit Facility | Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 0 | ||||
CRC Revolving Credit Facility | Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 0 | 0 | |||
Baltimore Revolving Credit Facility | Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 0 | ||||
Baltimore Revolving Credit Facility | Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 0 | 0 | |||
CRC Term Loan | Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 4,524 | ||||
CRC Term Loan | Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 4,176 | 4,133 | |||
Baltimore Term Loan | Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 283 | ||||
Baltimore Term Loan | Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 275 | 0 | |||
CEI Revolving Credit Facility | LIBOR | |||||
Long-term debt | |||||
Spread on variable rate (as a percent) | 0.00% | ||||
CEI Revolving Credit Facility | Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term line of credit | 0 | ||||
CEI Revolving Credit Facility | Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term line of credit | 0 | 0 | |||
CRC Incremental Term Loan | Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 1,782 | ||||
CRC Incremental Term Loan | Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 1,705 | 1,707 | |||
CRC Senior Secured Notes | Senior Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 5.75% | 5.75% | |||
CRC Senior Secured Notes | Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 1,000 | $ 1,000 | |||
CRC Senior Secured Notes | Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 983 | 981 | |||
CEI Senior Secured Notes | Senior Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 6.25% | ||||
CEI Senior Secured Notes | Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 3,400 | $ 3,400 | |||
CEI Senior Secured Notes | Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 3,343 | 3,333 | |||
Convention Center Mortgage Loan | Senior Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 7.70% | ||||
Convention Center Mortgage Loan | Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 400 | ||||
Convention Center Mortgage Loan | Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 399 | 397 | |||
5% Convertible Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 5.00% | ||||
5% Convertible Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 0 | ||||
5% Convertible Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 0 | 288 | |||
5% Convertible Notes | Senior Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 5.00% | ||||
CRC Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 5.25% | ||||
CRC Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 811 | ||||
CRC Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 728 | 1,499 | |||
CEI Senior Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 8.125% | 8.125% | |||
CEI Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 1,724 | ||||
CEI Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 1,696 | 1,768 | |||
CEI Senior Notes | Senior Notes | |||||
Long-term debt | |||||
Long-term debt, gross | $ 1,800 | ||||
Senior Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 4.625% | ||||
Senior Notes | Estimate of Fair Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | 1,200 | ||||
Senior Notes | Reported Value Measurement | |||||
Long-term debt | |||||
Long-term debt, gross | $ 1,183 | $ 0 | |||
Senior Notes | Senior Notes | |||||
Long-term debt | |||||
Long-term debt, gross | $ 1,200 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) $ in Millions | Sep. 30, 2021USD ($)agreement |
Annual maturities of long-term debt | |
Remainder of 2021 | $ 18 |
2022 | 70 |
2023 | 70 |
2024 | 4,714 |
2025 | 7,337 |
Thereafter | 2,966 |
Total debt | 15,175 |
Estimated interest payments | |
Remainder of 2021 | 90 |
2022 | 810 |
2023 | 790 |
2024 | 820 |
2025 | 580 |
Thereafter | 520 |
Debt estimate interest payment, due | 3,610 |
Total debt service obligation (a) | |
Remainder of 2021 | 108 |
2022 | 880 |
2023 | 860 |
2024 | 5,534 |
2025 | 7,917 |
Thereafter | 3,486 |
Debt service obligation | $ 18,785 |
CRC Credit Agreement | |
Long-term debt | |
Number of interest rate derivatives held | agreement | 7 |
Long-Term Debt - CRC Term Loans
Long-Term Debt - CRC Term Loans and CRC Revolving Credit Facility (Details) - USD ($) | Sep. 21, 2021 | Dec. 22, 2017 | Sep. 30, 2021 | Jul. 20, 2020 |
Long-term debt | ||||
Interest rate (as a percent) | 4.30% | |||
CRC Revolving Credit Facility | ||||
Long-term debt | ||||
Credit facility | $ 1,000,000,000 | |||
Debt instrument, covenant, leverage ratio, maximum | 0.00125 | 6.35 | ||
CRC Revolving Credit Facility | Base rate | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 1.25% | |||
CRC Revolving Credit Facility | LIBOR | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 2.25% | |||
Letter of Credit | ||||
Long-term debt | ||||
Interest rate (as a percent) | 0.125% | |||
Letter of Credit | Caesars Resort Collection | ||||
Long-term debt | ||||
Credit facility | $ 400,000,000 | |||
Line of Credit | CRC Revolving Credit Facility | ||||
Long-term debt | ||||
Credit facility | $ 1,000,000,000 | |||
Debt instrument, term | 5 years | |||
Line of credit facility, commitment fee percentage | 0.50% | |||
Line of Credit | CRC Revolving Credit Facility | Minimum | ||||
Long-term debt | ||||
Line of credit facility, commitment fee percentage | 0.375% | |||
Line of Credit | CRC Revolving Credit Facility | Maximum | ||||
Long-term debt | ||||
Line of credit facility, commitment fee percentage | 0.25% | |||
Line of Credit | CRC Term Loan | Caesars Resort Collection | ||||
Long-term debt | ||||
Interest rate (as a percent) | 0.25% | |||
Line of Credit | Letter of Credit | ||||
Long-term debt | ||||
Credit facility | $ 70,000,000 | $ 250,000,000 | ||
Line of Credit | CRC Term Loan | Caesars Resort Collection | ||||
Long-term debt | ||||
Credit facility | $ 1,800,000,000 | |||
CRC Credit Agreement | Base rate | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 0.00% | |||
CRC Credit Agreement | Fed Funds Effective Rate Overnight Index Swap Rate | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 0.50% | |||
CRC Credit Agreement | LIBOR | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 1.00% | |||
CRC Term Loan | Base rate | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 1.75% | |||
CRC Term Loan | LIBOR | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 2.75% | |||
CRC Term Loan | Line of Credit | ||||
Long-term debt | ||||
Debt instrument, term | 7 years | |||
Debt instrument, face amount | $ 4,700,000,000 | |||
CRC Incremental Term Loan | Base rate | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 2.50% | 3.50% | ||
CRC Incremental Term Loan | LIBOR | ||||
Long-term debt | ||||
Spread on variable rate (as a percent) | 3.50% | 4.50% |
Long-Term Debt -Baltimore Term
Long-Term Debt -Baltimore Term Loan and Baltimore Revolving Credit Facility (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Aug. 26, 2021 | |
Horseshoe Baltimore | ||
Long-term debt | ||
Long-term debt | $ 272 | |
Baltimore Term Loan | Secured Debt | Horseshoe Baltimore | ||
Long-term debt | ||
Long-term debt | $ 284 | |
Baltimore Term Loan | Secured Debt | LIBOR | ||
Long-term debt | ||
Spread on variable rate (as a percent) | 4.00% | |
Baltimore Revolving Credit Facility | Revolving Credit Facility | ||
Long-term debt | ||
Line of credit facility, remaining borrowing capacity | $ 10 | |
Baltimore Revolving Credit Facility | Revolving Credit Facility | Horseshoe Baltimore | ||
Long-term debt | ||
Horseshoe baltimore’s senior secured revolving credit facility | $ 10 | |
Baltimore Revolving Credit Facility | Revolving Credit Facility | LIBOR | ||
Long-term debt | ||
Spread on variable rate (as a percent) | 6.00% |
Long-Term Debt - CEI Revolving
Long-Term Debt - CEI Revolving Credit Facility (Details) | Jul. 20, 2020USD ($) | Sep. 30, 2021USD ($) | Dec. 22, 2017 |
Long-term debt | |||
Interest rate (as a percent) | 4.30% | ||
CEI Revolving Credit Facility | LIBOR | |||
Long-term debt | |||
Spread on variable rate (as a percent) | 0.00% | ||
Line of Credit | CEI Revolving Credit Facility | |||
Long-term debt | |||
Debt instrument, term | 5 years | ||
CEI Revolving Credit Facility | |||
Long-term debt | |||
Debt instrument, covenant, leverage ratio, maximum | 0.0025 | ||
Line of credit facility, commitment fee percentage | 0.50% | ||
Debt instrument, covenant, leverage ratio, minimum | 0.00375 | ||
Interest rate (as a percent) | 0.125% | ||
Amount outstanding | $ 48,000,000 | ||
CEI Revolving Credit Facility | LIBOR | |||
Long-term debt | |||
Spread on variable rate (as a percent) | 1.00% | ||
CEI Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | |||
Long-term debt | |||
Spread on variable rate (as a percent) | 0.50% | ||
CEI Revolving Credit Facility | Prime Rate | |||
Long-term debt | |||
Spread on variable rate (as a percent) | 3.25% | ||
CEI Revolving Credit Facility | Base rate | |||
Long-term debt | |||
Spread on variable rate (as a percent) | 2.25% | ||
CEI Revolving Credit Facility | Line of Credit | |||
Long-term debt | |||
Credit facility | $ 1,200,000,000 | ||
Letter of Credit | |||
Long-term debt | |||
Interest rate (as a percent) | 0.125% | ||
Amount outstanding | 22,000,000 | ||
Letter of Credit | Line of Credit | |||
Long-term debt | |||
Credit facility | $ 250,000,000 | 70,000,000 | |
Revolving Credit Facility | |||
Long-term debt | |||
Available borrowing capacity | $ 1,100,000,000 |
Long-Term Debt - CRC Senior Sec
Long-Term Debt - CRC Senior Secured Notes due 2025 (Details) - USD ($) $ in Billions | Sep. 30, 2021 | Jul. 06, 2020 | Oct. 16, 2017 |
Long-term debt | |||
Interest rate (as a percent) | 4.30% | ||
CRC Senior Secured Notes | Senior Notes | |||
Long-term debt | |||
Interest rate (as a percent) | 5.75% | 5.75% | |
5.25% CRC Notes due 2025 | Senior Notes | |||
Long-term debt | |||
Debt instrument, face amount | $ 1.7 | ||
Interest rate (as a percent) | 5.25% |
Long-Term Debt - CEI Senior Sec
Long-Term Debt - CEI Senior Secured Notes due 2025 (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Jul. 06, 2020 |
Long-term debt | ||
Interest rate (as a percent) | 4.30% | |
CEI Senior Secured Notes | Senior Notes | ||
Long-term debt | ||
Interest rate (as a percent) | 6.25% | |
CEI Senior Secured Notes | Senior Notes | Estimate of Fair Value Measurement | ||
Long-term debt | ||
Long-term debt, gross | $ 3,400 | $ 3,400 |
Long-Term Debt - Convention Cen
Long-Term Debt - Convention Center Mortgage Loan (Details) - USD ($) $ in Millions | Oct. 01, 2021 | Sep. 30, 2021 | Sep. 18, 2020 |
Long-term debt | |||
Long-term debt | $ 15,175 | ||
Interest rate (as a percent) | 4.30% | ||
VICI Properties | |||
Long-term debt | |||
Long-term debt, term | 5 years | ||
VICI Properties | Convention Center Mortgage Loan | |||
Long-term debt | |||
Long-term debt | $ 400 | ||
Interest rate (as a percent) | 7.70% | ||
VICI Properties | Convention Center Mortgage Loan | Subsequent Event | |||
Long-term debt | |||
Interest rate (as a percent) | 7.854% | ||
VICI Properties | Convention Center Mortgage Loan | Maximum | |||
Long-term debt | |||
Interest rate (as a percent) | 8.30% |
Long-Term Debt - 5% Convertible
Long-Term Debt - 5% Convertible Notes (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Oct. 06, 2017 | |
Long-term debt | |||||
Interest rate (as a percent) | 4.30% | 4.30% | |||
Cash paid to settle convertible notes | $ 367 | $ 574 | |||
Common stock held in trust | $ 12 | $ 12 | |||
Common stock issued (in shares) | shares | 5 | 5 | |||
Assets held-in-trust | $ 14 | $ 14 | |||
Loss on extinguishment of debt | $ (117) | $ (173) | (140) | $ (173) | |
Senior Notes | |||||
Long-term debt | |||||
Cash paid to settle convertible notes | $ 367 | ||||
5% Convertible Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 5.00% | 5.00% | |||
5% Convertible Notes | Senior Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 5.00% | 5.00% | |||
Former Caesars 5% Convertible Notes | Senior Notes | |||||
Long-term debt | |||||
Interest rate (as a percent) | 5.00% | ||||
Fraction of common share issued per outstanding dollar of debt | 0.014 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 1.17 | $ 1.17 | |||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 1 | $ 1 | |||
Other income (loss) | $ 16 |
Long-Term Debt - CRC Notes (Det
Long-Term Debt - CRC Notes (Details) - USD ($) $ in Millions | Oct. 15, 2021 | Sep. 24, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 16, 2017 |
Long-term debt | |||||||
Interest rate (as a percent) | 4.30% | 4.30% | |||||
Loss on extinguishment of debt | $ 117 | $ 173 | $ 140 | $ 173 | |||
5.25% CRC Notes due 2025 | Senior Notes | |||||||
Long-term debt | |||||||
Debt instrument, face amount | $ 1,700 | ||||||
Repayments of debt | $ 889 | ||||||
Interest rate (as a percent) | 5.25% | ||||||
Loss on extinguishment of debt | $ 106 | ||||||
5.25% CRC Notes due 2025 | Senior Notes | Subsequent Event | |||||||
Long-term debt | |||||||
Repayments of debt | $ 811 | ||||||
Loss on extinguishment of debt | $ 93 |
Long-Term Debt - CEI Senior Not
Long-Term Debt - CEI Senior Notes due 2027 (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Nov. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 06, 2020 | |
Long-term debt | |||||||
Interest rate (as a percent) | 4.30% | 4.30% | 4.30% | ||||
Loss on extinguishment of debt | $ (117) | $ (173) | $ (140) | $ (173) | |||
CEI Senior Notes | |||||||
Long-term debt | |||||||
Interest rate (as a percent) | 8.125% | 8.125% | 8.125% | 8.125% | |||
CEI Senior Notes | Senior Notes | |||||||
Long-term debt | |||||||
Long-term debt, gross | $ 1,800 | ||||||
Repayments of debt | $ 76 | ||||||
Loss on extinguishment of debt | $ (10) | ||||||
CEI Senior Notes | Senior Notes | Subsequent Event | |||||||
Long-term debt | |||||||
Repayments of debt | $ 24 |
Long-Term Debt -Senior Notes du
Long-Term Debt -Senior Notes due 2029 (Details) - USD ($) $ in Billions | Sep. 30, 2021 | Sep. 24, 2021 |
Long-term debt | ||
Interest rate (as a percent) | 4.30% | |
Senior Notes | ||
Long-term debt | ||
Interest rate (as a percent) | 4.625% | |
Senior Notes | Senior Notes | ||
Long-term debt | ||
Long-term debt, gross | $ 1.2 |
Long-Term Debt - Debt Covenant
Long-Term Debt - Debt Covenant Compliance (Details) | Sep. 30, 2021 | Dec. 22, 2017 |
CRC Revolving Credit Facility | ||
Long-term debt | ||
Debt instrument, covenant, leverage ratio, maximum | 6.35 | 0.00125 |
Baltimore Revolving Credit Facility | ||
Long-term debt | ||
Debt instrument, covenant, leverage ratio, maximum | 5 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Revenues Disaggregated Type of Revenue and Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Net revenues | $ 2,685 | $ 1,443 | $ 6,979 | $ 2,043 | |
Accounts receivable, net | 438 | 438 | $ 342 | ||
Casino and pari-mutuel commissions | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 1,510 | 981 | 4,308 | 1,422 | |
Contract receivable | 141 | 141 | 137 | ||
Food and beverage | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 347 | 127 | 797 | 190 | |
Hotel | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 511 | 200 | 1,122 | 257 | |
Food and beverage and hotel | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract receivable | 91 | 91 | 25 | ||
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 317 | 135 | 752 | 174 | |
Contract receivable | 206 | 206 | $ 180 | ||
Corporate and other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 1 | 4 | 10 | 8 | |
Corporate and other | Casino and pari-mutuel commissions | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 0 | 0 | 0 | 0 | |
Corporate and other | Food and beverage | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 0 | 0 | 0 | 0 | |
Corporate and other | Hotel | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 0 | 0 | 0 | 0 | |
Corporate and other | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 1 | 4 | 10 | 8 | |
Las Vegas | Operating Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 1,017 | 304 | 2,369 | 304 | |
Las Vegas | Operating Segment | Casino and pari-mutuel commissions | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 329 | 122 | 870 | 122 | |
Las Vegas | Operating Segment | Food and beverage | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 221 | 52 | 476 | 52 | |
Las Vegas | Operating Segment | Hotel | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 303 | 79 | 660 | 79 | |
Las Vegas | Operating Segment | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 164 | 51 | 363 | 51 | |
Regional | Operating Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 1,492 | 1,055 | 4,173 | 1,632 | |
Regional | Operating Segment | Casino and pari-mutuel commissions | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 1,096 | 825 | 3,241 | 1,247 | |
Regional | Operating Segment | Food and beverage | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 125 | 74 | 318 | 137 | |
Regional | Operating Segment | Hotel | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 208 | 121 | 462 | 178 | |
Regional | Operating Segment | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 63 | 35 | 152 | 70 | |
Caesars Digital | Operating Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 96 | 39 | 221 | 58 | |
Caesars Digital | Operating Segment | Casino and pari-mutuel commissions | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 85 | 34 | 197 | 53 | |
Caesars Digital | Operating Segment | Food and beverage | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 0 | 0 | 0 | 0 | |
Caesars Digital | Operating Segment | Hotel | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 0 | 0 | 0 | 0 | |
Caesars Digital | Operating Segment | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 11 | 5 | 24 | 5 | |
Managed and Branded | Operating Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 79 | 41 | 206 | 41 | |
Managed and Branded | Operating Segment | Casino and pari-mutuel commissions | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 0 | 0 | 0 | 0 | |
Managed and Branded | Operating Segment | Food and beverage | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 1 | 1 | 3 | 1 | |
Managed and Branded | Operating Segment | Hotel | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 0 | 0 | 0 | 0 | |
Managed and Branded | Operating Segment | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | $ 78 | $ 40 | $ 203 | $ 40 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Activity Related to Contract and Contract Related Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Outstanding Chip Liability | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | $ 34 | $ 10 |
Ending balance | 34 | 28 |
Increase / (decrease) | 0 | 18 |
Caesars Rewards | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 94 | 13 |
Ending balance | 96 | 106 |
Increase / (decrease) | 2 | 93 |
Customer Deposits and Other Deferred Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 281 | 172 |
Ending balance | 404 | 270 |
Increase / (decrease) | $ 123 | $ 98 |
Revenue Recognition - Lease Rev
Revenue Recognition - Lease Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessor, Lease, Description [Line Items] | ||||
Net revenues | $ 2,685 | $ 1,443 | $ 6,979 | $ 2,043 |
Variable lease income | 16 | 3 | 35 | 3 |
Hotel | ||||
Lessor, Lease, Description [Line Items] | ||||
Net revenues | 511 | 200 | 1,122 | 257 |
Other | ||||
Lessor, Lease, Description [Line Items] | ||||
Net revenues | 317 | 135 | 752 | 174 |
Other | Convention Arrangements | ||||
Lessor, Lease, Description [Line Items] | ||||
Net revenues | 4 | 2 | 4 | 2 |
Real Estate | ||||
Lessor, Lease, Description [Line Items] | ||||
Net revenues | $ 46 | $ 15 | $ 111 | $ 18 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Reconciliation of the Numerators and Denominators of the Basic and Diluted Net Income Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Net loss from continuing operations attributable to Caesars, net of income taxes | $ (229) | $ (919) | $ (547) | $ (1,195) |
Discontinued operations, net of income taxes | (4) | (7) | (38) | (7) |
Net loss attributable to Caesars | $ (233) | $ (926) | $ (585) | $ (1,202) |
Shares outstanding: | ||||
Weighted average shares outstanding – basic (in shares) | 214 | 152 | 211 | 104 |
Weighted average shares outstanding - diluted (in shares) | 214 | 152 | 211 | 104 |
Net Loss per Share - Basic | ||||
Basic loss per share from continuing operations (in dollars per share) | $ (1.08) | $ (6.04) | $ (2.60) | $ (11.49) |
Basic loss per share from discontinued operations (in dollars per share) | (0.02) | (0.05) | (0.18) | (0.07) |
Net loss per common share attributable to common stockholders – basic (in dollars per share) | (1.10) | (6.09) | (2.78) | (11.56) |
Net loss per share -Diluted | ||||
Diluted loss per share from continuing operations (in dollars per share) | (1.08) | (6.04) | (2.60) | (11.49) |
Diluted loss per share from discontinued operations (in dollar per shares) | (0.02) | (0.05) | (0.18) | (0.07) |
Net loss per common share attributable to common stockholders – diluted (in dollars per share) | $ (1.10) | $ (6.09) | $ (2.78) | $ (11.56) |
Earnings per Share - Schedule_2
Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Basic and Diluted [Line Items] | ||||
Total anti-diluted common stock (in shares) | 3 | 11 | 3 | 15 |
Stock-based compensation awards | ||||
Earnings Per Share, Basic and Diluted [Line Items] | ||||
Total anti-diluted common stock (in shares) | 3 | 3 | 3 | 7 |
5% Convertible Notes | ||||
Earnings Per Share, Basic and Diluted [Line Items] | ||||
Total anti-diluted common stock (in shares) | 0 | 8 | 0 | 8 |
Stock-Based Compensation and _3
Stock-Based Compensation and Stockholders' Equity - Stock-Based Awards (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Stock compensation expense | $ 21 | $ 45 | $ 64 | $ 55 |
Stock-Based Compensation and _4
Stock-Based Compensation and Stockholders' Equity - 2015 Equity Incentive Plan (“2015 Plan”) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options granted (in shares) | 0 |
Exercise of stock options (in shares) | 110,000 |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 642,000 |
Equity instruments other than options, fair value | $ | $ 46 |
Share conversion (in shares) | 1 |
Vested (shares) | 832,000 |
Restricted stock units | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 2 years |
Restricted stock units | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 81,000 |
Award vesting period | 3 years |
Aggregate intrinsic value, nonvested | $ | $ 9 |
Vested (shares) | 162,000 |
Performance Shares | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of target payout range | 0.00% |
Performance Shares | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of target payout range | 200.00% |
Market-based Stock Units (MSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 147,000 |
Award vesting period | 3 years |
Aggregate intrinsic value, nonvested | $ | $ 15 |
Vested (shares) | 208,000 |
Market-based Stock Units (MSUs) | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of target payout range | 0.00% |
Market-based Stock Units (MSUs) | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of target payout range | 200.00% |
Stock-Based Compensation and _5
Stock-Based Compensation and Stockholders' Equity - Outstanding at End of Period (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding (in shares) | 49,574 | 176,724 |
Options weighted average exercise price (in USD per share) | $ 21.37 | $ 22.57 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding (in shares) | 2,126,661 | 2,414,111 |
Weighted average exercise price (in USD per share) | $ 49.87 | $ 42.55 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding (in shares) | 417,069 | 500,482 |
Weighted average exercise price (in USD per share) | $ 62.20 | $ 48.32 |
Market-based Stock Units (MSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding (in shares) | 383,098 | 446,087 |
Weighted average exercise price (in USD per share) | $ 76.97 | $ 49.37 |
Stock-Based Compensation and _6
Stock-Based Compensation and Stockholders' Equity - Share Repurchase Program (Details) - Common Stock - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Nov. 30, 2018 | |
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 150 | ||
Treasury stock (in shares) | 223,823 | ||
Common stock acquired value | $ 9 | ||
Common stock acquired average price per share (in dollars per share) | $ 40.80 | ||
Common stock shares acquired (in shares) | 0 | 0 |
Stock-Based Compensation and _7
Stock-Based Compensation and Stockholders' Equity - Changes to the Authorized Shares (Details) - shares shares in Millions | Jun. 17, 2021 | Jun. 16, 2021 |
Share-based Payment Arrangement [Abstract] | ||
Common stock, shares authorized (in shares) | 500 | 300 |
Preferred stock, shares issued (in shares) | 150 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Contingency [Line Items] | ||||
Loss from continuing operations before income taxes | $ (317) | $ (780) | $ (712) | $ (1,127) |
Benefit (provision) for income taxes | $ 90 | $ (138) | $ 167 | $ (67) |
Effective tax rate | 28.40% | (17.70%) | 23.50% | (5.90%) |
Deferred tax liabilities, net | $ 767 | $ 767 | ||
Unrecognized tax benefits | $ 24 | |||
Interest rate (as a percent) | 4.30% | 4.30% | ||
5% Convertible Notes | ||||
Income Tax Contingency [Line Items] | ||||
Interest rate (as a percent) | 5.00% | 5.00% | ||
5% Convertible Notes | Senior Notes | ||||
Income Tax Contingency [Line Items] | ||||
Interest rate (as a percent) | 5.00% | 5.00% | ||
William Hill | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liabilities, net | $ 356 | $ 356 | ||
Unrecognized tax benefits | 34 | |||
William Hill | Liabilities Related To Assets Held For Sale | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liabilities, net | $ 127 | 127 | ||
Unrecognized tax benefits | $ 34 |
Related Affiliates - Additional
Related Affiliates - Additional Information (Details) ft² in Thousands | 9 Months Ended | |||
Sep. 30, 2021USD ($)ft² | Sep. 30, 2020USD ($) | Aug. 26, 2021 | Dec. 31, 2020USD ($) | |
Related affiliates | ||||
Due from affiliates | $ 0 | $ 44,000,000 | ||
Horseshoe Baltimore | ||||
Related affiliates | ||||
Percentage of outstanding shares owned before additional interest purchased | 44.30% | |||
Gary Carano Family | ||||
Related affiliates | ||||
Related party transactions | $ 0 | $ 0 | ||
C. S. & Y. Associates | ||||
Related affiliates | ||||
Area of real property leased | ft² | 30 | |||
Annual rent payable | $ 600,000 | |||
Due to related parties | 0 | 0 | ||
Due from related parties | $ 0 | $ 0 | ||
REI | ||||
Related affiliates | ||||
Percentage of outstanding shares owned | 4.00% |
Segment Information - Additiona
Segment Information - Additional Information (Details) ft² in Thousands | 9 Months Ended | |
Sep. 30, 2021ft²segmentballroom | Aug. 26, 2021 | |
Segment Reporting Information [Line Items] | ||
Total number of geographic regions | 3 | |
Number of geographic regions | 4 | |
Area of room | ft² | 300 | |
Number of ballrooms | ballroom | 2 | |
Number of reportable segments | 4 | |
Horseshoe Baltimore | ||
Segment Reporting Information [Line Items] | ||
Percentage of outstanding shares owned | 75.80% | |
Conference Center | ||
Segment Reporting Information [Line Items] | ||
Area of real property leased | ft² | 550 |
Segment Information - Schedule
Segment Information - Schedule of Operating Data for Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 2,685 | $ 1,443 | $ 6,979 | $ 2,043 |
Adjusted EBITDA | 870 | 375 | 2,409 | 465 |
Operating Segment | Las Vegas | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,017 | 304 | 2,369 | 304 |
Adjusted EBITDA | 500 | 43 | 1,085 | 43 |
Operating Segment | Regional | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,492 | 1,055 | 4,173 | 1,632 |
Adjusted EBITDA | 554 | 350 | 1,549 | 449 |
Operating Segment | Caesars Digital | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 96 | 39 | 221 | 58 |
Adjusted EBITDA | (164) | 11 | (171) | 20 |
Operating Segment | Managed and Branded | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 79 | 41 | 206 | 41 |
Adjusted EBITDA | 22 | 12 | 69 | 12 |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1 | 4 | 10 | 8 |
Adjusted EBITDA | $ (42) | $ (41) | $ (123) | $ (59) |
Segment Information - Schedul_2
Segment Information - Schedule of Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 870 | $ 375 | $ 2,409 | $ 465 |
Net income attributable to noncontrolling interests | (2) | (1) | (2) | (1) |
Net loss from discontinued operations | (4) | (7) | (38) | (7) |
Benefit (provision) for income taxes | 90 | (138) | 167 | (67) |
Other income (loss) | (153) | 9 | (176) | (1) |
Loss on extinguishment of debt | (117) | (173) | (140) | (173) |
Interest expense, net | (579) | (485) | (1,734) | (620) |
Depreciation and amortization | (276) | (225) | (842) | (324) |
Impairment charges | 0 | 0 | 0 | (161) |
Transaction costs and other operating costs | (21) | (220) | (113) | (243) |
Stock-based compensation expense | (21) | (45) | (64) | (55) |
Other items | (20) | (16) | (52) | (15) |
Net loss from continuing operations, net of income taxes | $ (233) | (926) | $ (585) | (1,202) |
Interest rate (as a percent) | 4.30% | 4.30% | ||
5% Convertible Notes | ||||
Segment Reporting Information [Line Items] | ||||
Interest rate (as a percent) | 5.00% | 5.00% | ||
5% Convertible Notes | Senior Notes | ||||
Segment Reporting Information [Line Items] | ||||
Interest rate (as a percent) | 5.00% | 5.00% | ||
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ (42) | (41) | $ (123) | (59) |
Las Vegas | Operating Segment | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 500 | 43 | 1,085 | 43 |
Regional | Operating Segment | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 554 | 350 | 1,549 | 449 |
Caesars Digital | Operating Segment | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | (164) | 11 | (171) | 20 |
Managed and Branded | Operating Segment | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 22 | $ 12 | $ 69 | $ 12 |
Segment Information - Schedul_3
Segment Information - Schedule Of Capital Expenditures By Segment (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Capital Expenditures, net | $ 315 | $ 98 | |
Total Assets | 38,962 | $ 36,385 | |
Corporate and other | |||
Segment Reporting Information [Line Items] | |||
Capital Expenditures, net | 34 | 20 | |
Total Assets | (2,957) | 641 | |
Las Vegas | Operating Segment | |||
Segment Reporting Information [Line Items] | |||
Capital Expenditures, net | 39 | 16 | |
Total Assets | 22,071 | 21,464 | |
Regional | Operating Segment | |||
Segment Reporting Information [Line Items] | |||
Capital Expenditures, net | 199 | 62 | |
Total Assets | 14,253 | 13,732 | |
Caesars Digital | Operating Segment | |||
Segment Reporting Information [Line Items] | |||
Capital Expenditures, net | 43 | $ 0 | |
Total Assets | 2,067 | 323 | |
Managed and Branded | Operating Segment | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 3,528 | $ 225 | |
Regional And Managed International And C I E | Discontinued Operations | |||
Segment Reporting Information [Line Items] | |||
Capital Expenditures, net | $ 2 |