CZR 10-K Annual Report Dec. 31, 2018 | Alphaminr
Caesars Entertainment, Inc.
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CZR 10-K Fiscal year ended Dec. 31, 2018

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CAESARS ENTERTAINMENT, INC.
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PROXIES
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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 Qualitative 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 9B. Other 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. Acquisitions, Purchase Price Accounting and Pro Forma InformationNote 4. Accounts ReceivableNote 5. Assets Held For SaleNote 6. Investments in and Advances To Unconsolidated AffiliatesNote 7. Property and EquipmentNote 8. Intangible Assets, Net and Other Long Term AssetsNote 9. Accrued Other LiabilitiesNote 10. Long-term Financing ObligationNote 11. Long Term Debt and Other Long-term LiabilitiesNote 11. LongNote 12. Income TaxesNote 13. Employee Benefit PlansNote 14. Stock-based Compensation and Stockholder S EquityNote 15. Earnings Per ShareNote 16. Fair Value MeasurementsNote 17. Commitments and ContingenciesNote 18. Related PartiesNote 19. Segment InformationNote 20. Consolidating Condensed Financial InformationNote 21. 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). 2.2 Agreement and Plan of Merger by and among Eldorado Resorts, Inc., Delta Merger Sub, Inc., GLP Capital, L.P. and Tropicana Entertainment Inc., dated as of April 15, 2018 (incorporated by reference to our Current Report on Form 8-K filed on April 16, 2018). 2.3 Interest Purchase Agreement by and among MGM Elgin Sub, Inc., Illinois RBG, L.L.C., Eldorado Resorts, Inc., Elgin Holdings I LLC, Elgin Holdings II LLC, Elgin Riverboat Resort-Riverboat Casino and MGM Resorts International, dated as of April 15, 2018 (incorporated by reference to our Current Report on Form 8-K filed on April 16, 2018). 3.1 Amended and Restated Articles of Incorporation (incorporated by reference to our Current Report on Form8-K filed on September19, 2014). 3.2 Certificate of Amendment to Articles of Incorporation (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 7, 2018). 3.3 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 Fifth Supplemental Indenture, dated as of June 18, 2018, 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 Quarterly Report on Form 10-Q filed on August 7, 2018). 4.8 Sixth Supplemental Indenture, dated as of August 7, 2018, 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 Quarterly Report on Form 10-Q filed on August 7, 2018). 4.9 SeventhSupplemental Indenture, dated as of October 1, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee under the 2023 Notes Indenture (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018). 4.10 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). 4.12 Second Supplemental Indenture, dated as of June 18, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S.Bank National Association, as Trustee, under the2025 Notes Indenture (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 7, 2018). 4.13 Third Supplemental Indenture, dated as of August 7, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S.Bank National Association, as Trustee, under the2025 Notes Indenture (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 7, 2018). 4.14 Fourth Supplemental Indenture, dated as of October 1, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee under the 2025 Notes Indenture (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018). 4.15 Indenture dated as of September 20, 2018 by and among Delta Merger Sub, Inc. and U.S. Bank National Association, as Trustee under the 2026 Notes Indenture (incorporated by reference to our Current Report on Form 8-K filed on September 20, 2018). 4.16 Supplemental Indenture dated as of October 1, 2018 by and among Eldorado Resorts, Inc. the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2026 Notes Indenture (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018). 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). 10.4* Amended and Restated 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* Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Gary Carano and Eldorado Resorts, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018). 10.6* Amended and Restated 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). 10.7* Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Thomas Reeg and Eldorado Resorts, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018). 10.8* Amended and Restated 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). 10.9* Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Anthony Carano and Eldorado Resorts, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018). 10.10* Amended and Restated Executive Employment Agreement, dated as of January17, 2018, by and between Eldorado Resorts, Inc. and Edmund L. Quatmann, Jr. (incorporated by reference to the Annual Report on Form 10-K filed on February 27, 2018). 10.11* 2010 LongTerm Incentive Plan (incorporated by reference to the Quarterly Report of MTR Gaming Group,Inc. on Form10Q filed on August9, 2010). 10.16* 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)). 10.17* Form of Director Non-Deferred 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)). 10.18* Form of Director Deferred 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)). 10.19* Form of Performance Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (filed herewith). 10.20 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). 10.21 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). 10.22 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 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). 10.24 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). 10.25 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). 10.26 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). 10.27 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). 10.28 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). 10.29 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). 10.23 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). 10.31 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). 10.33 Amendment Agreement No. 2, dated June 6, 2018 by and between Eldorado Resorts, Inc. and JPMorgan Chase N.A., as administrative agent in connection with the Credit Agreement dated as of April 17, 2017 (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 7, 2018). 10.34 Amendment Agreement No. 3, dated October 1, 2018 by and between Eldorado Resorts, Inc. and JPMorgan Chase N.A., as administrative agent in connection with the Credit Agreement dated as of April 17, 2017 (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018). 10.35 Loan Agreement, dated as of October 1, 2018, by and among Eldorado Resorts and GLP Capital, L.P. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018). 10.33 Master Lease, dated as of October 1, 2018, by and among Eldorado Resorts, Inc. and GLP Capital L.P. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018). 10.36 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). 10.37* 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). 10.41* 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). 10.42* 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). 10.43* 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). 10.48 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). 10.49 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). 10.50 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). 10.52 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). 10.53 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). 10.54 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). 10.55 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). 10.56 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). 10.57 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). 10.58 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). 10.59 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). 10.60 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). 10.61 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). 10.62 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). 10.63 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). 10.64 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). 10.65 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). 10.67 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). 10.68 Amended and Restated Net Lease Agreement by and between Park CattleCo. and Desert Palace,Inc. dated January1, 2000. (Incorporated by reference to the Tropicana Entertainment, Inc.s Current Report on Form8-K dated March11, 2010) 10.69 Amendment and Reservation of Rights Regarding MontBleu dated April 2, 2008 by and between Park Cattle Co. and Columbia Properties Tahoe, LLC. (Incorporated by reference to Tropicana Entertainment Inc.sCurrent Report on Form 8-K dated March 11, 2010) 10.70 MontBleu Lease Amendment No. 2 by and between Park Cattle Co. and Columbia Properties Tahoe, LLC, dated June 12, 2009. (Incorporated by reference to Tropicana Entertainment Inc.sCurrent Report on Form 8-K dated March 11, 2010) 10.71 MontBleu Lease Amendment No. 3 by and between the Edgewood Companies and Columbia Properties Tahoe, LLC, made effective May 10, 2010. (Incorporated by reference to Tropicana Entertainment Inc.sQuarterly Report on Form 10-Q for the quarter ended June 30, 2010) 10.72 MontBleu Lease Amendment No. 4 by and between the Edgewood Companies, a Nevada corporation formerly known as Park Cattle Co., and Columbia Properties Tahoe, LLC, made effective October 1, 2014. (Incorporated by reference to Tropicana Entertainment Inc.sQuarterly Report on Form 10-Q for the quarter ended September 30, 2014) 21.1 Subsidiaries of the Registrant (filed herewith). 23.1 Consent of Ernst& YoungLLP (filed herewith). 31.1 Certification of Thomas R. Reeg pursuant to Section906 of the SarbanesOxley Act of 2002 (filedherewith). 32.1 Certification of Thomas R. Reeg in accordance with 18 U.S.C. Section1350 (filedherewith). 99.1 Description of Governmental Regulations and Licensing (filed herewith).