CZR 10-K Annual Report Dec. 31, 2017 | Alphaminr
Caesars Entertainment, Inc.
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CZR 10-K Fiscal year ended Dec. 31, 2017

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CAESARS ENTERTAINMENT, INC.
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PROXIES
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 		Filed on April 28, 2021
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TABLE OF CONTENTS
Part I, Item 1A. Risk Factors Risks Related To Our BusinessNote 2, Summary Of Significant Accounting Policies Recently Issued Accounting PronouncementsItem 7A. Quantitative and Qualit Ative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 15, Financial Statement Schedules, Note 3: Isle Acquisition and Reno Acquisition and Preliminary Purchase AccountingItem 9B. Othe R InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Financial Statement SchedulesItem TitleNote 1. Organization and Basis Of PresentationNote 2. Summary Of Significant Accounting PoliciesNote 3. Isle Acquisition and Reno Acquisition and Preliminary Purchase AccountingNote 4. Accounts ReceivableNote 5. Investment in Unconsolidated AffiliatesNote 6. Property and EquipmentNote 7. Other and Intangible Assets, NetNote 8. Accrued Other LiabilitiesNote 9. LongNote 10. Income TaxesNote 11. Employee Benefit PlansNote 12. Stock-based CompensationNote 13. Earnings Per ShareNote 14. Accumulated Other Comprehensive Income (loss)Note 15. Fair Value MeasurementsNote 16. Commitments and ContingenciesNote 17. Related AffiliatesNote 18. Segment InformationNote 19. Consolidating Condensed Financial InformationNote 20. Quarterly Data (unaudited)

Exhibits

2.1 Agreement and Plan of Merger by and among Isle of Capri Casinos, Inc., Eldorado Resorts, Inc., Eagle I Acquisition Corp. and Eagle II Acquisition Company LLC, dated as of September19, 2016 (incorporated by reference to our Current Report on Form8-K filed on September22, 2016). 3.1 Amended and Restated Articles of Incorporation (incorporated by reference to our Current Report on Form8-K filed on September19, 2014). 3.2 Amended and Restated Bylaws (incorporated by reference to our Current Report on Form8K filed on September19, 2014). 4.1 Specimen Stock Certificate of the Company (incorporated by reference to our FormS4/A filed on April21, 2014). 4.2 Indenture dated as of June23, 2015, by and among Eldorado Resorts, Inc., the guarantors party thereto, U.S.Bank National Association, as Trustee, and Capital One, N.A., as Collateral Trustee, and Form of Note (incorporated by reference to our Current Report on Form8-K filed on July23, 2015). 4.3 First Supplemental Indenture, dated as of December15, 2015, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S.Bank National Association, as Trustee, under the2023 Notes Indenture (incorporated by reference to our Registration Statement on FormS-4 filed on January14, 2016). 4.4 Second Supplemental Indenture, dated as of May26, 2016, by and among Eldorado Resorts, Inc., the guarantors party thereto, and U.S.Bank National Association, as Trustee, under the2023 Notes Indenture (incorporated by reference to our Registration Statement on FormS-4 filed on June16, 2017). 4.5 Third Supplemental Indenture, dated as of March16, 2017, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S.Bank National Association, as Trustee, under the2023 Notes Indenture (incorporated by reference to our Current Report on Form8-K filed on March22, 2017). 4.6 Fourth Supplemental Indenture, dated as of May1, 2017, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S.Bank National Association, as Trustee, under the2023 Notes Indenture (incorporated by reference to our Current Report on Form8-K filed on May1, 2017). 4.7 Indenture, dated as of March29, 2017, by and between Isle of Capri Casinos LLC formerly known as Eagle II Acquisition Company LLC and U.S.Bank National Association (incorporated by reference to our Current Report on Form8-K filed on March29, 2017). 4.8 Supplemental Indenture, dated as of May1, 2017, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S.Bank National Association (incorporated by reference to our Current Report on Form8-K filed on May1, 2017). 10.1 Agreement dated November1, 2008 between Mountaineer Park,Inc. and Racetrack Employees Union Local No.101 (incorporated by reference to the Annual Report of MTR Gaming Group,Inc. on Form10K filed on March16, 2009). 10.2 Agreement dated December29, 2009 by and between Mountaineer Park,Inc. and Mountaineer Park Horsemens Benevolent and Protective Association,Inc. (incorporated by reference to the Annual Report of MTR Gaming Group,Inc. on Form10K filed on March16, 2010). 10.3 Agreement dated February22, 2007 by and between Presque Isle Downs,Inc. and the Pennsylvania Horsemens Benevolent and Protective AssociationInc. (incorporated by reference to the Annual Report of MTR Gaming Group,Inc. on Form10K filed on April2, 2007). 10.4* Executive Employment Agreement, dated as of January17, 2018, by and between Eldorado Resorts, Inc. and Gary Carano (incorporated by reference to our Current Report on Form8-K filed on January22, 2018). 10.5* Executive Employment Agreement, dated as of January17, 2018, by and between Eldorado Resorts, Inc. and Thomas Reeg (incorporated by reference to our Current Report on Form8-K filed on January22, 2018). 10.6* Executive Employment Agreement, dated as of January17, 2018, by and between Eldorado Resorts, Inc. and Anthony Carano (incorporated by reference to our Current Report on Form8-K filed on January22, 2018). 10.7* Executive Employment Agreement, dated as of January17, 2018, by and between Eldorado Resorts, Inc. and Edmund L. Quatmann, Jr. (filed herewith). 10.8* 2010 LongTerm Incentive Plan (incorporated by reference to the Quarterly Report of MTR Gaming Group,Inc. on Form10Q filed on August9, 2010). 10.9* Form of Restricted Stock Unit Award Agreement for NonEmployee Directors (2010 LongTerm Incentive Plan) (incorporated by reference to the Quarterly Report of MTRGamingGroup,Inc. on Form10Q filed on August9, 2010). 10.10* Form of Nonqualified Stock Option Award Agreement (2010 LongTerm Incentive Plan) (incorporated by reference to the Current Report of MTR Gaming Group,Inc. on Form8K filed on February3, 2011). 10.11* Form of Restricted Stock Unit Award Agreement (2010 LongTerm Incentive Plan) (incorporated by reference to the Current Report of MTR Gaming Group,Inc. on Form8K filed on February3, 2011). 10.12* Form of CashBased Performance Award Agreement (2010 LongTerm Incentive Plan) (incorporated by reference to the Current Report of MTR Gaming Group,Inc. on Form8K filed on February3, 2011). 10.13* Eldorado Resorts, Inc. 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed by Eldorado Resorts, Inc. on April 3, 2015 (FileNo. 333-203227)). 10.14* Form of Director Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.28 to the Registration Statement on Form S-1 filed by Eldorado Resorts, Inc. on July 14, 2015 (File No. 333-205654)). 10.15* Form of Director Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.29 to the Registration Statement on Form S-1 filed by Eldorado Resorts, Inc. on July 14, 2015 (File No. 333-205654)). 10.16* Form of Performance Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.30 to the Registration Statement on Form S-1 filed by Eldorado Resorts, Inc. on July 14, 2015 (File No. 333-205654)). 10.17 Ground Lease dated as of May19, 1999 between City of Shreveport, as landlord, and Eldorado Casino Shreveport Joint Venture (formerly known as QNOV) as tenant (incorporated by reference to our Annual Report on Form10K filed on March 16, 2015). 10.18 First Amendment to Lease Agreement made and entered into as of August13, 2012, by and between City of Shreveport, as landlord, and Eldorado Casino Shreveport Joint Venture (formerly known as QNOV) as tenant (incorporated by reference to our Annual Report on Form10K filed on March 16, 2015). 10.19 Lease between C, S& Y Associates, as lessor, and Eldorado Hotel Associates, as lessee, dated as of July21, 1972 (incorporated by reference to our Annual Report on Form10K filed on March 16, 2015). 10.20 Addendum, dated as of March20, 1973, to lease between C. S& Y Associates, as lessor, and Eldorado Hotel Associates, as lessee, dated as of July21, 1972 (incorporated by reference to our Annual Report on Form10K filed on March 16, 2015). 10.21 Amendment, dated as of January1, 1978, to lease between C. S.& Y. Associates, as lessor, and Eldorado Hotel Associates, as lessee, dated as of July21, 1972 (incorporated by reference to our Annual Report on Form10K filed on March 16, 2015). 10.22 Amendment, dated as of January31, 1985, to lease between C. S.& Y. Associates, as lessor, and Eldorado Hotel Associates, as lessee, dated as of July21, 1972 (incorporated by reference to our Annual Report on Form10K filed on March 16, 2015). 10.23 Amendment, dated as of December24, 1987, to lease between C. S.& Y. Associates, as lessor, and Eldorado Hotel Associates, as lessee, dated as of July21, 1972 (incorporated by reference to our Annual Report on Form10K filed on March 16, 2015). 10.24 Reimbursement and Indemnification Agreement and Lease Amendment, entered into as of March24, 1994, by and between Eldorado Hotel Associates Limited Partnership, and CS&Y Associates (incorporated by reference to our Annual Report on Form10K filed on March 16, 2015). 10.25 Fourth Amendment, dated as of June1, 2011, by and between Eldorado ResortsLLC and CS&Y Associates, to Reimbursement and Indemnification Agreement and Lease Amendment, entered into as of March24, 1994, by and between Eldorado Hotel Associates Limited Partnership, and CS&Y Associates (incorporated by reference to our Annual Report on Form10K filed on March 16, 2015). 10.26 Credit Agreement, dated as of April17, 2017, by and among Isle of Capri Casinos LLC (f/k/a Eagle II Acquisition Company LLC), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to our Current Report on Form8-K filed on April17, 2017). 10.27 Borrower Joinder and Assumption Agreement, dated as of May1, 2017, by and among Eldorado Resorts, Inc., Isle of Capri Casinos LLC and JPMorgan Chase Bank, N.A. (incorporated by reference to our Current Report on Form8-K filed on May1, 2017). 10.28 Guaranty Agreement, dated as of May1, 2017, by and among the guarantors party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to our Current Report on Form8-K filed on May1, 2017). 10.29 Amendment Agreement, dated as of August15, 2017, by and between the Eldorado Resorts, Inc. and JPMorgan Chase, N.A. as Administrative Agent in connection with the Credit Agreement, dated as of April17, 2017 (incorporated by reference to our Quarterly Report on Form10-Q filed on November7, 2017). 10.30 Registration Rights Agreement, dated as of May1, 2017, by and among Eldorado Resorts, Inc., Recreational Enterprises, Inc., GFIL Holdings, LLC and certain of its affiliates (incorporated by reference to our Current Report on Form8-K filed on May1, 2017). 10.31* Isle of Capri Casinos, Inc. Second Amended and Restated2009 Long-Term Stock Incentive Plan (incorporated by reference to Isle of Capri Casinos, Inc.s Current Report on Form8-K filed on October9, 2015). 10.32* Isle of Capri Casino, Inc. FormStock Option Award Agreement (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on July11, 2008). 10.33* Isle of Capri Casino, Inc. Form of Restricted Stock Award Agreement (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June25, 2009). 10.34* Isle of Capri Casino, Inc. Form of Performance Based Restricted Stock Unit Agreement (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June14, 2012). 10.35* Isle of Capri Casino, Inc. Form of Non-Qualified Stock Option Agreement (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June17, 2015). 10.36* Isle of Capri Casino, Inc. Form of Performance Stock Unit Agreement (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June17, 2015). 10.37* Isle of Capri Casino, Inc. Form of Restricted Stock Unit Agreement (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June17, 2015). 10.42 Master Lease, dated as of July18, 1997, by and between The City of Boonville, Missouri and IOC-Boonville, Inc. formerly known as Davis Gaming Boonville, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on July11, 2008). 10.43 Amendment to Master Lease, dated as of April19, 1999, by and between The City of Boonville, Missouri and IOC-Boonville, Inc. formerly known as Davis Gaming Boonville, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on July11, 2008). 10.44 Second Amendment to Master Lease, dated as of September17, 2001, by and between The City of Boonville, Missouri and IOC-Boonville, Inc. formerly known as Davis Gaming Boonville, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on July11, 2008). 10.45 Third Amendment to Master Lease, dated as of November19, 2001, by and between The City of Boonville, Missouri and IOC-Boonville, Inc. formerly known as Gold River's Boonville Resort, Inc. and Davis Gaming Boonville, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on July11, 2008). 10.46 Amended and Restated Lease Agreement, dated as of August21, 1995, by and between the Port Authority of Kansas City, Missouri and Tenant (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June25, 2009). 10.47 First Amendment to Amended and Restated Lease Agreement, dated as of October31, 1995, by and between the Port Authority of Kansas City, Missouri and Tenant (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June25, 2009). 10.48 Second Amendment to Amended and Restated Lease Agreement, dated as of June10, 1996, by and between the Port Authority of Kansas City, Missouri and Tenant (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June25, 2009). 10.49 Assignment and Assumption Agreement (Lease Agreement), dated as of June6, 2000, by and among Flamingo Hilton Riverboat Casino, LP, Isle of Capri Casinos, Inc. and IOC-Kansas City, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on July11, 2008). 10.50 Lease and Agreement-Spring1995, dated as of August15, 1995, by and between Andrianakos Limited Liability Company and Isle of Capri Black Hawk, L.L.C. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on July11, 2008). 10.51 Addendum to the Lease and Agreement-Spring1995, dated as of April4, 1996, by and between Andrianakos Limited Liability Company and Isle of Capri Black Hawk, L.L.C. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on July11, 2008). 10.52 Second Addendum to the Lease and Agreement-Spring1995, dated as of March21, 2003, by and between Andrianakos Limited Liability Company and Isle of Capri Black Hawk, L.L.C. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on July11, 2008). 10.53 Third Addendum to the Lease and Agreement-Spring1995, dated as of April22, 2003, by and between Andrianakos Limited Liability Company and Isle of Capri Black Hawk, L.L.C. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on July11, 2008). 10.54 Fourth Addendum to the Lease and Agreement-Spring1995, dated as of December11, 2013, by and between Andrianakos Limited Liability Company and Isle of Capri Black Hawk, L.L.C. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June23, 2014). 10.55 Development Agreement, dated as of October4, 2010, by and between IOC-Cape Girardeau, LLC and the City of Cape Girardeau, Missouri (incorporated by reference to Isle of Capri Casinos, Inc.s Quarterly Report on Form10-Q filed on December3, 2010). 10.56 Amended and Restated Operators Contract, dated as of November9, 2004, by and between Black Hawk County Gaming Association and IOC Black Hawk County, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June23, 2014). 10.57 Operator's Contract, dated as of August11, 1994, by and between the Riverbend Regional Authority, Green Bridge Company, Bettendorf Riverfront Development Company, L.C., Lady Luck Gaming Corporation and Lady Luck Bettendorf, L.C. (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June23, 2014). 10.58 Amendment to Operator's Contract, dated as of August27, 1998, by and among Green Bridge Company, Bettendorf Riverfront Development Company, L.C., Lady Luck Gaming Corporation, Lady Luck Bettendorf, L.C. and Riverbend Regional Authority (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June23, 2014). 10.59 Second Amendment to Operator's Contract, dated as of June30, 2004, by and between Isle of Capri Bettendorf, L.C. and Scott County Regional Authority (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June23, 2014). 10.60 Third Amendment to Operator's Contract, dated as of October30, 2007, by and between Isle of Capri Bettendorf, L.C. and Scott County Regional Authority (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June23, 2014). 10.61 Fourth Amendment to Operator's Contract, dated as of March11, 2015, by and between Isle of Capri Bettendorf, L.C. and Scott County Regional Authority (incorporated by reference to Isle of Capri Casinos, Inc.s Annual Report on Form10-K filed on June17, 2015). 12.1 Statement of ratio of earnings to fixed charges (filed herewith). 21.1 Subsidiaries of the Registrant (filed herewith). 23.1 Consent of Ernst& YoungLLP (filed herewith). 31.1 Certification of Gary L. Carano pursuant to Section906 of the SarbanesOxley Act of 2002 (filedherewith). 31.2 Certification of Thomas R. Reeg pursuant to Section906 of the SarbanesOxley Act of 2002 (filedherewith). 32.1 Certification of Gary L. Carano in accordance with 18 U.S.C. Section1350 (filedherewith). 32.2 Certification of Thomas R. Reeg in accordance with 18 U.S.C. Section1350 (filedherewith). 99.1 Description of Governmental Regulations and Licensing (filed herewith). 99.2 Audited consolidated financial statements of Circus and Eldorado Joint Venture,LLC, as of and for the years ended December31, 2014 and 2013 (incorporated by reference to our Annual Report on Form10K filed on March 15, 2016). 99.3 Unaudited consolidated financial statements of Circus and Eldorado Joint Venture,LLC, as of November 23, 2015 and for the period January 1, 2015 through November 23, 2015 (incorporated by reference to our Annual Report on Form10K filed on March 15, 2016).