CZR 10-K Annual Report Dec. 31, 2021 | Alphaminr
Caesars Entertainment, Inc.
ALPHAMINR

CZR 10-K Fiscal year ended Dec. 31, 2021

Balance Sheet
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Income Statement
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CAESARS ENTERTAINMENT, INC.
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TABLE OF CONTENTS
Part I, Item 1A. Risk Factors Risks Related To Our BusinessItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Organization and Basis Of PresentationNote 2. Summary Of Significant Accounting PoliciesNote 3. Acquisitions, Purchase Price Accounting and Pro Forma InformationNote 4. Assets and Liabilities Held For SaleNote 5. Investments in and Advances To Unconsolidated AffiliatesNote 6. Property and EquipmentNote 7. Goodwill and Intangible Assets, NetNote 8. Fair Value MeasurementsNote 9. Accrued Other LiabilitiesNote 10. LeasesNote 11. Litigation, Commitments and ContingenciesNote 12. Long-term DebtNote 13. Revenue RecognitionNote 14. Earnings Per ShareNote 15. Stock-based Compensation and Stockholders EquityNote 16. Employee Benefit PlansNote 17. Income TaxesNote 18. Related PartiesNote 19. Segment InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of June 24, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc. Previously filed on Form 8-K filed on June 25, 2019. 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc. Previously filed on Form 8-K filed on August 16, 2019. 3.1 Composite Certificate of Incorporation of Caesars Entertainment, Inc. Previously filed on Form 10-Q filed on August 4, 2021. 3.2 Bylaws of Caesars Entertainment, Inc. Previously filed on Form 8-K filed on July 21, 2020. 4.1 Description of Capital Stock Filed herewith. 4.2 Indenture (6.25% CEI Senior Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association. Previously filed on Form 8-K filed on July 7, 2020. 4.3 Supplemental Indenture, dated as of July 20, 2020, to Indenture (6.25% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association. Previously filed on Form 8-K filed on July 21, 2020. 4.4 Indenture (8.125% CEI Senior Notes due 2027) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association. Previously filed on Form 8-K filed on July 7, 2020. 4.5 Supplemental Indenture, dated as of July 20, 2020, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association. Previously filed on Form 8-K filed on July 21, 2020. 4.6 Indenture (5.75% CRC Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association. Previously filed on Form 8-K filed on July 7, 2020. 4.7 Supplemental Indenture, dated as of July 20, 2020, to Indenture (5.75% CRC Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, U.S. Bank National Association and Credit Suisse AG, Cayman Islands Branch. Previously filed on Form 8-K filed on July 21, 2020. 4.8 Second Supplemental Indenture dated as of August 6, 2021 among Caesars Entertainment, Inc., CRC Finco, Inc.,Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, U.S. Bank National Association and Credit Suisse AG, Cayman Islands Branch. Previously filed on Form 8-K filed on August 10, 2021. 4.9 Indenture dated as of September 24, 2021 (4.625% CEI Senior Notes due 2029) by and between Caesars Entertainment, Inc., the guarantors party thereto and U.S. Bank National Association. Previously filed on Form 8-K filed on September 27, 2021. 10.1 Las Vegas Lease (conformed through the Second Amendment), dated as of July 20, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC. Previously filed on Form 8-K filed on July 21, 2020 10.2 Third Amendment to Lease (Las Vegas), dated as of September 30, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC. Previously filed on Form 10-Q filed on November 9, 2020. 10.3 Fourth Amendment to Lease (Las Vegas), dated as of November 18, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC. Previously filed on Form 10-K on March 1, 2021. 10.4 Fifth Amendment to Lease (Las Vegas) dated as of September 3, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Desert Palace LLC and CEOC, LLC. Previously filed on Form 10-Q on November 5, 2021. 10.5 Sixth Amendment to Lease (Las Vegas) dated as of November 1, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Desert Palace LLC, CEOC, LLC, Harrahs Las Vegas, LLC and Propco TRS LLC. Filed herewith. 10.6 Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., CPLV Property Owner LLC and Claudine Propco LLC (Las Vegas). Previously filed on Form 8-K filed on July 21, 2020. 10.7** Regional Lease (conformed through the Fifth Amendment), dated as of July 20, 2020, by and among the entities listed on Schedules A and B thereto andPropco TRS LLC. Previously filed on Form 8-K filed on July 21, 2020. 10.8** Sixth Amendment to Lease (Regional), dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto andPropco TRS LLC. Previously filed on Form 10-Q filed on November 9, 2020. 10.9 Seventh Amendment to Lease (Regional), dated as of November 18, 2020, by and among the entities listed on Schedules A and B thereto andPropco TRS LLC. Previously filed on Form 10-K on March 1, 2021. 10.10 Eighth Amendment to Lease (Regional), dated as of September 3, 2021, by and among the entities listed on Schedule A and B thereto. Previously filed on Form 10-Q on November 5, 2021. 10.11 Ninth Amendment to Lease (Regional), dated as of November 1, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC. Filed herewith 10.12 Tenth Amendment to Lease (Regional), dated as of December 30, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC. Filed herewith 10.13 Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc. and the entities listed on Schedule A thereto (Regional). Previously filed on Form 8-K filed on July 21, 2020. 10.14** Second Amendment, dated as of July 20, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrahs Joliet Landco LLC and Des Plaines Development Limited Partnership. Previously filed on Form 8-K filed on July 21, 2020. 10.15** Third Amendment to Lease (Joliet), dated as of September 30, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrahs Joliet Landco LLC and Des Plaines Development Limited Partnership. Previously filed on Form 10-Q filed on November 9, 2020. 10.16 Fourth Amendment to Lease (Joliet), dated as of November 18, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrahs Joliet Landco LLC and Des Plaines Development Limited Partnership. Previously filed on Form10-K on March 1, 2021. 10.17 Fifth Amendment to Lease (Joliet), dated as of September 3, 2021, by and between Harrahs Joliet Landco LLC and Des Plaines Development Limited Partnership. Previously filed on Form 10-Q on November 5, 2021 10.18 Sixth Amendment to Lease (Joliet), dated as of November 1, 2021, by and among Harrahs Joliet Landco LLC, Des Plaines Development Limited Partnership and Propco TRS LLC. Filed herewith. 10.19 Guaranty of Lease, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and Harrahs Joliet Landco LLC (Joliet). Previously filed on Form 8-K filed on July 21, 2020. 10.20* Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Las Vegas Strip). Previously filed on Form 8-K filed on July 21, 2020. 10.21 Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Horseshoe Baltimore). Previously filed on Form 8-K filed on July 21, 2020. 10.22 Second Amendment, dated as of July 20, 2020, to Golf Course Use Agreement, dated as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC. Previously filed on Form 8-K filed on July 21, 2020. 10.23* Amended and Restated Put-Call Right Agreement, dated as of July 20, 2020, by and among Claudine Propco, LLC and Eastside Convention Center, LLC. Previously filed on Form 8-K filed on July 21, 2020. 10.24* Second Amended and Restated Put-Call Right Agreement entered into as of September 18, 2020 by and among Claudine Propco LLC and Caesars Convention Center Owner, LLC. Previously filed on Form 8-K filed on September 18, 2020. 10.25* Put-Call Right Agreement entered into as of July 20, 2020 by and between Centaur Propco LLC and Caesars Resort Collection, LLC. Previously filed on Form 8-K filed on July 21, 2020. 10.26 First Amendment to Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of July 20, 2020, by and among Caesars Enterprise Services, LLC, CEOC, LLC, Caesars Resort Collection LLC, Caesars License Company, LLC and Caesars World LLC (including as Exhibit A thereto a conformed copy of the Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of December 26, 2018, as amended). Previously filed on Form 8-K filed by Caesars Holdings, Inc. on July 21, 2020. 10.27 Credit Agreement, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and U.S. Bank National Association, as collateral agent. Previously filed on Form 8-K filed on July 21, 2020. 10.28 Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Previously filed on Form 8-K filed on July 21, 2020. 10.29 First Amendment to Credit Agreement, dated as of November 10, 2021, by and between Caesars Entertainment, Inc. and JPMorgan Chase Bank, N.A., as administrative agent. Previously filed on Form 8-K filed on November 10, 2021. 10.30 Second Amendment to Credit Agreement, dated as of January 26, 2022, by and between Caesars Entertainment, Inc. and JPMorgan Chase Bank, N.A., as administrative agent. Previously filed on Form 8-K filed on January 27, 2022. 10.31 Credit Agreement, dated as of December 22, 2017, by and among Caesars Resort Collection, LLC, the other borrowers from time to time party thereto, the lenders party thereto, and Credit Suisse, AG, Cayman Islands Branch, as administrative agent. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on December 22, 2017. 10.32 First Amendment to Credit Agreement, dated as of June 15, 2020, by and among Caesars Resort Collection, LLC, the subsidiary loan parties party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on June 15, 2020. 10.33 Second Amendment to Credit Agreement, dated as of September 21, 2021, by and among Caesars Resort Collection, LLC, the subsidiary loan parties party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent. Previously filed on Form 8-K filed on September 27, 2021 10.34 Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent. Previously filed on Form 8-K filed on July 21, 2020. 10.35 Incremental Assumption Agreement No. 2, dated as of July 20, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lender party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent. Previously filed on Form 8-K filed on July 21, 2020. 10.36 Guarantee Agreement, dated as of August 6, 2021, by Caesars Entertainment, Inc. in favor of U.S. Bank National Agent, as collateral agent. Previously filed on Form 8-K filed on August 10, 2021. 10.37 Caesars Entertainment Corporation Amended and Restated Escrow Agreement, dated as of December 12, 2016, between Caesars Entertainment Corporation and Wells Fargo Bank, N.A. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017. 10.38 Amended and Restated Casino Operating Contract, dated April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2020. 10.39 First Amendment to the Amended and Restated Casino Operating Contract, made and entered into as of April 9, 2020, and made effective as of April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board. Previously filed on Form 8-K/A filed by Caesars Holdings, Inc. on April 14, 2020. 10.40 Caesars Entertainment Corporation 2012 Performance Incentive Plan. Previously filed on Form S-1/A filed by Caesars Holdings, Inc. on February 2, 2012. 10.41 Amendment No. 1 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on July 25, 2012. 10.42 Amendment No. 2 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on May 20, 2015. 10.43 Amendment No. 3 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on May 20, 2016. 10.44 Amendment No. 4 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan. Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 2, 2016. 10.45 Isle of Capri Casinos, Inc. Second Amended and Restated 2009 Long-Term Stock Incentive Plan. Previously filed on Form 8-K filed by Isle of Capri Casinos, Inc. on October 9, 2015. 10.46 Isle of Capri Casino, Inc. Form of Non-Qualified Stock Option Agreement. Previously filed on Form 10-K filed by Isle of Capri Casinos, Inc. on June 17, 2015. 10.47 Caesars Entertainment Corporation 2017 Performance Incentive Plan. Previously filed on Form S-8 filed by Caesars Holdings, Inc. on October 6, 2017. 10.48 Amendment No. 1 to Caesars Entertainment Corporation 2017 Performance Incentive Plan. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2018. 10.49 Caesars Entertainment Corporation Executive Supplemental Savings Plan III. Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018. 10.50 Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018. 10.51 Caesars Acquisition Company 2014 Performance Incentive Plan. Previously filed on Form 8-K filed by Caesars Acquisition Company on April 16, 2014. 10.52 Eldorado Resorts, Inc. Amended and Restated 2015 Equity Incentive Plan Previously filed on Form S-8 POS filed on June 29, 2019. 10.53 Form of Director Indemnification Agreement. Previously filed on Form 10-Q filed on November 9, 2020. 10.54 Form of Director Non-Deferred Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Previously filed on Form 10-K filed on February 28, 2020. 10.55 Form of Restricted Stock Unit Award Agreement pursuant to the Amended & Restated 2015 Equity Incentive Plan. Previously filed on Form 10-K on March 1, 2021. 10.56 Form of Restricted Stock Unit Award Agreement Performance-Based (TSR) pursuant to the Amended & Restated 2015 Equity Incentive Plan. Previously filed on Form 10-K on March 1, 2021. 10.57 Form of Restricted Stock Unit Time-Based Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan. Previously filed on Form 10-K filed on February 28, 2020. 10.58 Form of Director Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan. Previously filed on Registration Statement Form S-1 filed by Eldorado Resorts, Inc. June 14, 2015. 10.59 Form of Performance Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan. Previously filed on Form 10-K filed on March 1, 2019. 10.60 Registration Rights Agreement, dated as of May 1, 2017, by and among Eldorado Resorts, Inc., Recreational Enterprises, Inc., GFIL Holdings, LLC and certain of its affiliates. Previously filed on Form 8-K filed on May 1, 2017. 10.61 Amended and RestatedExecutive Employment Agreement, dated as ofDecember 28, 2021,by and betweenCaesars Enterprise Services, LLCand Bret Yunker. Previously filed on Form 8-K on January 4, 2022. 10.62 Amended and Restated Executive Employment Agreement, dated as ofDecember 28, 2021,by and betweenCaesars Enterprise Services, LLCand GaryCarano. Previously filed on Form 8-K on January 4, 2022. 10.63 Amended and Restated Executive Employment Agreement, dated as ofDecember 28, 2021,by and betweenCaesars Enterprise Services, LLCand ThomasReeg. Previously filed on Form 8-K filed on January 4, 2022. 10.64 Amended and Restated Executive Employment Agreement, dated as ofDecember 28, 2021,by and betweenCaesars Enterprise Services, LLCand AnthonyCarano. Previously filed on Form 8-K filed on January 4, 2022. 10.65 ExecutiveEmployment Agreement, datedas of December28,2021,by and betweenCaesars Enterprise Services, LLC and Stephanie Lepori. Previously filed on Form 8-K filed on January 4, 2022. 10.66 Amended and Restated Executive Employment Agreement, dated as ofDecember 28, 2021,by and betweenCaesars Enterprise Services, LLCand Edmund L. Quatmann, Jr. Previously filed on Form 8-K filed on January 4, 2022. 10.67 Amended and Restated Omnibus Amendment to Leases, dated as of October 27, 2020, by and among the entities listed on schedule A thereto, CPLV Property Owner LLC, Claudine Propco LLC, Harrahs Joliet Landco LLC, CEOC, LLC, the entities listed on schedule B thereto, Desert Palace LLC, Harrahs Las Vegas, LLC and Des Plaines Development Limited Partnership. Previously filed on Form 10-Q filed on November 9, 2020. 10.68 Second Amended and Restated Master Lease, dated as of December 18, 2020, by and between Tropicana Entertainment, Inc. and GLP Capital L.P. Filed herewith. 10.69w Credit Agreement, datedas ofApril 22, 2021,by and amongCaesars Cayman Finance Limited, the lenders party thereto from time to time andDeutsche BankAG,LondonBranch, as administrative agent and collateral agent. Previously filed on Form 8-K on April 26, 2021. 10.70 First Amendment to Credit Agreement, dated as of June 14, 2021, by and among Caesars Cayman Finance Limited, Caesars UK Holdings Limited, the lenders party thereto and Deutsche Bank AG, London Branch, as administrative agent. Filed herewith. 10.71 Trust Deed dated as of May 1, 2019, by and between William Hill PLC, William Hill Organization Limited, WHG (International) Limited and The Law Debenture Trust Corporation p.l.c. as trustee. Previously filed on Form 8-K filed on April 26, 2021. 10.72 Trust Deed dated as of May 27, 2016, by and between William Hill PLC, William Hill Organization Limited, WHG (International) Limited, William Hill Australia Holdings PTY Limited and The Law Debenture Trust Corporation p.l.c. as trustee. Previously filed on Form 8-K filed on April 26, 2021. 14 Code of Ethics and Business Conduct Filed herewith. 21 Subsidiaries of the Registrant Filed herewith. 23.1 Consent of Deloitte & Touche LLP Filed herewith. 23.2 Consent of Ernst & Young LLP Filed herewith. 31.1 Certification of Thomas R. Reeg pursuant to Rule 13a-14a and Rule 15d-14(a) Filed herewith. 31.2 Certification of Bret Yunker pursuant to Rule 13a-14a and Rule 15d-14(a) Filed herewith. 32.1 Certification of Thomas R. Reeg in accordance with 18 U.S.C. Section 1350 Filed herewith. 32.2 Certification of Bret Yunker in accordance with 18 U.S.C. Section 1350 Filed herewith. 99.1 Gaming and Regulatory Overview Filed herewith. 99.2 Financial Information of Caesars Resort Collection, LLC Filed herewith.