Stock-Based Compensation

6 Months Ended

Jun. 30, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Note 8—Stock-Based Compensation

Our stock-based compensation expense consists primarily of time-based and performance-based options of Caesars Entertainment and one of its subsidiaries that have been granted to management, other personnel and key service providers. The Company has recognized compensation expense associated with its stock-based compensation programs as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Amounts included in:
Corporate expense	$	4.1	$	1.8	$	14.2	$	5.6
Property, general, administrative, and other		17.6		2.6		19.0		4.7
Total stock-based compensation expense	$	21.7	$	4.4	$	33.2	$	10.3

During the quarter ended June 30, 2012, the Company recorded $16.2 million of expense related to stock-based awards of its subsidiaries, of which $15.5 million related to liability-classified awards that are re-measured to fair value at each reporting date, and $0.7 million related to equity-classified awards that are measured at their fair value at the date of grant.

In February 2012, the Company declared a 1.742-for-one stock split in connection with its public offering, and the Board of Directors adopted the 2012 Performance Incentive Plan (the “2012 Incentive Plan”). Directors, employees, officers and consultants or advisors who render services to the Company or its subsidiaries may be selected to receive awards under the 2012 Incentive Plan. Our Board of Directors or a subcommittee thereof has the authority to administer the 2012 Incentive Plan. The 2012 Incentive Plan includes the following limits:

• no more than 6,867,018 shares may be issued with respect to incentive stock options under the 2012 Incentive Plan;

• the maximum number of shares of common stock subject to those options and stock appreciation rights that are granted during any calendar year to any individual under the 2012 Incentive Plan is 3,433,509 shares, prior to consideration of the July 2012 amendment as further described in Note 16, “Subsequent Events”;

• the maximum number of shares of common stock which may be delivered pursuant to performance-based awards (other than options and stock appreciation rights intended to satisfy the requirements for “performance-based compensation” under Internal Revenue Code Section 162(m), and other than cash awards covered by the cap in the following sentence) that are granted to any one participant in any calendar year will not exceed 1,373,404 shares, either individually or in the aggregate;

• in addition, the aggregate amount of compensation to be paid to any one participant in respect of all performance-based awards payable only in cash and not related to shares of common stock and granted to that participant in any one calendar year will not exceed $25.0 million; and

• awards cancelled during the year will be counted against the limits in the preceding two bullets to the extent required by Section 162 (m) of the Internal Revenue Code.

As a result of adopting the 2012 Incentive Plan, options may no longer be granted under the Company’s Management Equity Incentive Plan adopted February 27, 2008 (the “2008 Incentive Plan”).

The following is a summary of share-based option activity, adjusted for the stock split, including options under the 2008 Incentive Plan and 2012 Incentive Plan and warrants to purchase common stock, for the six months ended June 30, 2012:

	Shares			Weighted Average Exercise Price
Outstanding at December 31, 2011		8,744,649		$	38.15
Granted		397,951		$	15.11
Canceled		(617,678	)	$	26.25
Outstanding at June 30, 2012		8,524,922		$	32.85
Vested and expected to vest at June 30, 2012		7,210,354		$	32.04
Exercisable at June 30, 2012		4,531,956		$	28.15

Subsequent to June 30, 2012, the Company approved a one-time stock option exchange program. Refer to Note 16, “Subsequent Events.”