Schedule I (Notes)

12 Months Ended

Dec. 31, 2014

Condensed Financial Statements, Captions [Line Items]

Subsequent Events - Other

For information about the CEOC bankruptcy and deconsolidation effective January 15, 2015, see Note 23, “Subsequent Events - CEOC Bankruptcy and Deconsolidation.”

Employee Benefit Plans

In January 2015, the National Retirement Fund (“NRF”), a multi-employer defined benefit pension plan, voted to expel Caesars Entertainment and its participating subsidiaries (“CEC Group”) from the plan. NRF claims that CEOC’s bankruptcy presents an “actuarial risk” to the plan because, depending on the outcome of the bankruptcy proceeding, Caesars Entertainment might no longer be liable to the plan for any partial or complete withdrawal liability. NRF has advised the CEC Group that its expulsion has triggered withdrawal liability with a present value of approximately $360 million, payable in 80 quarterly payments of about $6 million. Caesars Entertainment vigorously disputes NRF’s legal and contractual authority to take such action and has challenged NRF’s actions in the appropriate legal forums.

Demands for Payment

On February 13, 2015, Caesars Entertainment received a Demand For Payment of Guaranteed Obligations (the “February 13 Notice”) from Wilmington Savings Fund Society, FSB, in its capacity as successor Trustee for CEOC’s 10.00% Second-Priority Senior Secured Notes due 2018 (the “10.00% Second-Priority Notes”) . The February 13 Notice alleges that Caesars Entertainment has unconditionally guaranteed the obligations of CEOC under the 10.00% Second-Priority Notes, including CEOC’s obligation to timely pay all principal, interest, and any premium due on the 10.00% Second-Priority Notes, and demands that Caesars Entertainment immediately pay Wilmington Savings Fund Society, FSB, cash in an amount of not less than $3.7 billion, plus accrued and unpaid interest (including without limitation the $184 million interest payment due December 15, 2014 that CEOC elected not to pay) and accrued and unpaid attorneys’ fees and other expenses due to CEOC’s commencement of a voluntary case under Chapter 11 of the Bankruptcy Code. The February 13 Notice also alleges that the interest, fees and expenses continue to accrue.

On February 18, 2015, Caesars Entertainment received a Demand For Payment of Guaranteed Obligations (the “February 18 Notice”) from BOKF, N.A., in its capacity as successor Trustee for CEOC’s 12.75% Second-Priority Senior Secured Notes due 2018 (the “12.75% Second-Priority Notes”). The February 18 Notice alleges that CEC has unconditionally guaranteed the obligations of CEOC under the 12.75% Second-Priority Notes, including CEOC’s obligation to timely pay all principal, interest and any premium due on the Notes, and demands that CEC immediately pay BOKF, N.A., cash in an amount of not less than $750 million, plus accrued and unpaid interest, accrued and unpaid attorneys’ fees, and other expenses due to CEOC’s commencement of a voluntary case under Chapter 11 of the Bankruptcy Code. The February 18 Notice also alleges that the interest, fees and expenses continue to accrue.

In accordance with the terms of the applicable indentures and as previously disclosed under Item 8.01 in our Current Report on Form 8-K filed August 22, 2014, CEC is not subject to the above-described guarantees. As a result, we believe the demands for payment are meritless.

On March 3, 2015, BOKF, N.A. filed a lawsuit (the "BOKF Lawsuit") against Caesars Entertainment in the United States District Court for the Southern District of New York in its capacity as successor indenture trustee for CEOC’s 12.75% Second-Priority Notes. The plaintiff alleges that CEOC’s filing of a voluntary Chapter 11 bankruptcy petition on January 15, 2015 constituted an event of default under the relevant indenture that caused all principal and interest owed on the 12.75% Second-Priority Notes to become immediately due and payable; that a provision in the indenture pursuant to which CEC guaranteed CEOC’s obligations on the 12.75% Second-Priority Notes is valid, binding, and enforceable; and that CEC is indebted to BOKF, N.A. for all principal, interest, and other amounts due and owing on the 12.75% Second-Priority Notes. Based on these allegations, the plaintiff brings claims for the violation of the Trust Indenture Act of 1939, breach of contract, intentional interference with contractual relations, breach of the duty of good faith and fair dealing, and declaratory relief. CEC has not yet been served with process in this case.

Rock Ohio Ventures

On February 26, 2015, we sold our 20% minority interest in Rock Ohio Caesars LLC, the entity that owns three Ohio casinos (Horseshoe Cleveland, Horseshoe Cincinnati, and Thistledown Racino) to Rock Ohio Ventures. The properties remain open for business and we continue to manage them.

Parent Company [Member]

Condensed Financial Statements, Captions [Line Items]

Condensed Financial Information of Parent Company Disclosure

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT CORPORATION

CONDENSED BALANCE SHEETS

(In millions)



	As of December 31,
	2014			2013
Assets
Current assets
Cash and cash equivalents	$	378		$	113
Restricted cash	11			31
Prepayments and other current assets	25			—
Intercompany receivables	10			1
Total current assets	424			145
Restricted cash	76			20
Deferred charges and other	—			1
Deferred income taxes	4			8
Intercompany receivables	40			340
Total assets	$	544		$	514

Liabilities and Stockholders’ Equity/(Deficit)
Current liabilities
Accrued expenses	$	—		$	4
Accrued interest payable	1			—
Intercompany payables	6			5
Current portion of long-term debt	13			—
Total current liabilities	20			9
Accumulated losses of subsidiaries in excess of investment	5,214			3,582
Deferred credits and other	2			—
Intercompany payables	55			55
Total liabilities	5,291			3,646
Total stockholders’ equity/(deficit)	(4,747		)	(3,132		)
Total liabilities and stockholders’ equity/(deficit)	$	544		$	514

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT CORPORATION

CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(In millions)



	Years Ended December 31,
	2014			2013			2012
Net revenues	$	—		$	—		$	—
Operating expenses
Write-downs, reserves, and project opening costs, net of recoveries	—			—			15
Income on interests in non-consolidated affiliates	(1		)	(1		)	—
Loss on interests in subsidiaries	2,765			2,923			1,464
Corporate expense	14			16			28
Acquisition and integration costs	10			—			—
Total operating expenses	2,788			2,938			1,507
Loss from operations	(2,788		)	(2,938		)	(1,507		)
Interest expense	(3		)	2			(1		)
Other income, including interest income	15			23			18
Loss from operations before income taxes	(2,776		)	(2,913		)	(1,490		)
Income tax benefit/(expense)	(7		)	—			9
Net loss	(2,783		)	(2,913		)	(1,481		)
Other comprehensive income, net of income taxes	—			—			—
Comprehensive loss	$	(2,783	)	$	(2,913	)	$	(1,481	)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

(In millions)



	Years Ended December 31,
	2014			2013			2012
Cash flows from operating activities	$	152		$	408		$	259
Cash flows from investing activities
Change in restricted cash	(36		)	(51		)	—
Purchase of additional interest in subsidiary	—			(581		)	(233		)
Purchase of LINQ/Octavius from non-guarantor	—			(81		)	—
Proceeds paid for sale of assets	—			(29		)	—
Other	—			—			(1		)
Cash flows from investing activities	(36		)	(742		)	(234		)
Cash flows from financing activities
Issuance of common stock, net of fees	136			217			17
Proceeds from the issuance of long-term debt	13			—			—
Transfer to affiliates	—			223			(39		)
Cash flows from financing activities	149			440			(22		)
Net increase in cash and cash equivalents	265			106			3
Cash and cash equivalents, beginning of period	113			7			4
Cash and cash equivalents, end of period	$	378		$	113		$	7

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONDENSED FINANCIAL INFORMATION


1.	Background and basis of presentation

These condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of Caesars Entertainment Corporation and its subsidiaries exceed 25% of the consolidated net assets of Caesars Entertainment Corporation and its subsidiaries (the “Company”). This information should be read in conjunction with the company’s consolidated financial statements included elsewhere in this filing.


2.	Restricted net assets of subsidiaries

Certain of the Company’s subsidiaries have restrictions on their ability to pay dividends or make intercompany loans and advances pursuant to financing arrangements and regulatory restrictions. The amount of restricted net assets the Company’s consolidated subsidiaries held at December 31, 2014 and 2013 was approximately $2.4 billion and $3.0 billion, respectively. Such restrictions are on net assets of Caesars Entertainment Corporation and its subsidiaries. The amount of restricted net assets in the Company’s unconsolidated subsidiaries was not material to the financial statements.


3.	Commitments, contingencies and long-term obligations

For a discussion of the Company’s commitments, contingencies and long term obligations under its senior secured credit facility, see Note 10, “Debt” and Note 15, “Litigation, Contractual Commitments, and Contingent Liabilities” of the Company’s consolidated financial statements.


4.	Impact of deconsolidation of Caesars Entertainment Operating Company, Inc. (“CEOC”)

The accompanying financial statements are based upon the Company's current conclusions regarding ownership of assets and obligation to pay liabilities. On January 15, 2015, CEOC (the Company's largest subsidiary) and certain of its U.S. subsidiaries voluntarily filed for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois in Chicago (the “Bankruptcy Court”). Because CEOC is under the control of the Bankruptcy Court, CEC deconsolidated this subsidiary effective January 15, 2015. As a result of the financial restructuring and the deconsolidation of CEOC, the amounts that have been recorded as assets and liabilities of CEOC could change as a result of these proceedings. As an example, we are currently assessing the rights and obligations of CEC with respect to certain deferred compensation obligations, and certain trust assets that have been set aside to fund those obligations. Accordingly, the information presented in the accompanying Condensed Financial Information of registrant parent company only could change pending final January 15, 2015 financial statements and ultimate determination of rights and obligations with respect to assets and liabilities.

Background and basis of presentation

Restricted net assets of subsidiaries

Commitments, contingencies and long-term obligations

Subsequent Events

Impact of deconsolidation of Caesars Entertainment Operating Company, Inc. (“CEOC”)