Stockholders' Equity and Loss Per Share

12 Months Ended

Dec. 31, 2014

Stockholders Equity Noncontrolling Interests and Income (Loss) Per Share [Abstract]

Stockholders' Equity and Loss Per Share

Stockholders' Equity and Loss Per Share

Common Stock

The holders of common stock are entitled to one vote per share on all matters to be voted on by the stockholders of the Company. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of common stock shall receive a pro rata distribution of any remaining assets after payment of or provision for liabilities and the liquidation preference on preferred stock, if any.

In March 2012, we filed a registration statement with the SEC to sell shares of Caesars Entertainment’s common stock up to a maximum aggregate offering price of $500 million. During 2013, we issued and sold a total of 11 million shares for aggregate proceeds of $217 million (before expenses). During 2014, we issued and sold a total of seven million shares for aggregate proceeds of $136 million (before expenses).

Noncontrolling Interests

CEOC

In May 2014, we sold 68,100 of our shares of CEOC’s common stock to certain qualified institutional buyers for an aggregate purchase price of $6 million, which represented 5% of our ownership interest in CEOC at the time of sale. Upon completion of the sale, Caesars Entertainment’s guarantee of CEOC’s outstanding secured and unsecured notes was automatically released pursuant to the terms of the indentures. Additionally, as described in Note 18, “Stock-Based Compensation,” in May 2014, CEOC also granted 86,936 shares of its common stock to employees. As of December 31, 2014, CEC’s ownership interest in CEOC was approximately 89%. We have allocated $869 million of accumulated stockholders’ deficit to the noncontrolling interests’ ownership in CEOC based upon the noncontrolling interests’ ownership share as of December 31, 2014, which includes $744 million for the allocation of minority interest resulting from sales and conveyances of CEOC stock.

CBAC LLC

CBAC Gaming, LLC, the Company-led consortium developing Horseshoe Casino Baltimore, received additional capital contributions from minority shareholders of $35 million during 2013. The investment increased the Company’s noncontrolling interest equity for partner contributions to the development of the project, net of pre-opening losses of $9 million also allocated to noncontrolling interest equity.

In February 2014, CGP LLC’s joint venture, CR Baltimore Holdings (“CRBH”), sold a portion of its interest in CBAC Gaming, LLC, the entity which owns a majority of the interests in the Horseshoe Baltimore joint venture to Caves Valley Partners, an existing joint venture partner. CGP LLC received $13 million of the proceeds from the sale. The sale reduced CRBH’s ownership from 51.8% to 41.4%.

CGP LLC

As discussed in “Caesars Growth Partners, LLC” within Note 2, “Basis of Presentation and Principles of Consolidation,” CAC acquired 100% of the voting units of CGP LLC in October 2013 for $1.2 billion. Due to our consolidation of CGP LLC, the interest acquired by CAC is considered a noncontrolling interest and has been presented separately within our Consolidated Balance Sheets.

Loss Per Share

Basic loss per share from continuing operations and discontinued operations is calculated by dividing loss from continuing operations and loss from discontinued operations, respectively, net of income taxes, by the weighted-average number of common shares outstanding for each period. Because the Company generated net losses for the years ended December 31, 2014, 2013 and 2012, the weighted-average basic shares outstanding was used in calculating diluted loss per share from continuing operations, and diluted loss per share from discontinued operations, as using diluted shares would be anti-dilutive to loss per share.

The following table shows the weighted average number of shares that were anti-dilutive and, therefore, were excluded from the computation of diluted loss per share:

	Years Ended December 31,
(In millions)	2014	2013	2012
Stock options	6	4	6
Restricted stock units	2	2	—
Warrants	—	—	1
	8	6	7