8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 18, 2014 (March 17, 2014)

Date of Report (Date of earliest event reported)

Caesars Entertainment Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-10410	62-1411755
(State of Incorporation)	(Commission File Number)	(IRS Employer
		Identification Number)

One Caesars Palace Drive

Las Vegas, Nevada 89109

(Address of principal executive offices)

(Zip Code)

(702) 407-6000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On March 17, 2014, LOCZ Korea Corporation (“LOCZ”), an entity that is part of a joint venture among Caesars Entertainment Corporation (the “Registrant”), Lippo Limited and OUE Limited, made available to members of the media and others in South Korea an information sheet regarding the venture’s planned integrated resort to be located in Incheon, South Korea. The planned resort is subject to a number of conditions, including the negotiation and execution of definitive agreements among the joint venture parties, receipt by the joint venture of third-party debt financing and receipt of required regulatory approvals, including completion of the licensing process and issuance of a final license from the South Korean Ministry of Culture, Sports and Tourism (the “MCST”) to provide foreigner-only casino gaming. The forward-looking statements in the information sheet are subject to the risks and uncertainties described in the Registrant’s press release filed with this Current Report as Exhibit 99.2.

The information in this Item 7.01 and Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document subject to the Securities Act of 1933, except as otherwise expressly stated in such document.

Item 8.01 Other Events

On March 17, 2014, the Registrant issued a press release regarding receipt by LOCZ of preliminary approval from the MCST for foreigner-only casino gaming at the planned Incheon resort. A copy of the press release is filed with this Current Report as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Text of LOCZ information sheet, made available March 17, 2014
99.2	Text of press release of the Registrant, dated March 17, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAESARS ENTERTAINMENT CORPORATION
Date: March 18, 2014	By:	/s/ Michael D. Cohen
		Michael D. Cohen
		Senior Vice President, Deputy General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Integrated Entertainment Resort in MIDAN City, Incheon

Information Sheet | March 2014

I. The Consortium: Proposed partnership includes Lippo, OUE and Caesars

The Lippo group is one of the largest conglomerates and urban land developers in Asia. OUE has interests in large-scale hospitality, retail and commercial properties in Asia. Caesars Entertainment Corporation is one of the world’s largest gaming, hospitality and entertainment companies.

II. Project Overview: Phase I of the proposed project, which would involve all consortium members, is expected to include the elememts described below. Caesars Entertainment Corporation and/or one of its affiliated companies would be an investor in the project and the operater of the casino

• Phase I summary (as currently proposed, subject to modification):

• Total estimated project cost: approximately KRW 855 billion

• Total area: Over 150,000 sm of development (gross floor area) on 4.3 ha site

• Expected completion: Early 2018

• Program highlights

• 3 hotel towers comprising approximately 760 rooms & suites

• Standalone convention center

• Hotel-integrated ballrooms & meeting rooms

• Live entertainment venues including performance theater

• A foreigners-only casino

• Restaurants, bars & clubs

• Luxury retail shops

• Luxury destination spa

• Signature outdoor pool experience

• Public spaces including amphitheater, gardens and event plaza

• There is a preliminary master plan that includes potential future phases of the integrated resort with an estimated total project cost of approximately KRW 2.3 trillion (inclusive of the total estimated project cost for Phase I referred to above), planned to be built over several phases.

• The project will serve as the stimulus of MIDAN City’s plan to become a tourism & leisure city.

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III. Project Benefits: This project is expected to produce multifaceted benefits for the Incheon region and Korea

• Phase I summary (as currently proposed, subject to modification):

• Expected economic stimulus and growth

• Thousands of jobs during 4 year development and construction period

• Approximately 3,500 new jobs at the resort on opening day

• Incremental tax revenue to local and central government

• Expected tourism industry contribution

• Create iconic landmark near Incheon International Airport in Yeongjong island, welcoming visitors to Korea

• Induce new visitation to Incheon and Korea and generate incremental tourism receipts throughout surrounding community

# # #

For more information, press only:

- Jerry Ryu, Burson Marsteller Korea, (02) 3782-6460, jerry.ryu@bm.com

- Nicolle Kuritsky, Burson Marsteller Korea (02) 3782 6460, nicolle.kuritsky@bm.com

This presentation contains statements which are, or may be deemed to be, “forward-looking statements” which are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements to differ materially from the expectations of Caesars Entertainment Corporation and its subsidiaries and affiliates (“Caesars”), Lippo Limited and its subsidiaries and affiliates, including without limitation LOCZ Korea Corporation (“Lippo”), Overseas Union Enterprise Limited and its subsidiaries and affiliates (“OUE” and together with Caesars and Lippo, the “Parties”) include, among other things, general business and economic conditions, industry trends, competition, capital availability and cost, changes in government and other regulation and governmental and regulatory actions (including the ability to secure final governmental approvals), changes in political and economic stability, construction factors, including without limitation delays, increased costs of labor and materials, availability of labor and materials, work stoppages and other labor issues, environmental restrictions, soil and water conditions, weather and other hazards and site access matters, access to insurance on reasonable terms, acts of war or terrorist incidents, uprisings, or natural disasters and definitive agreements for the project and other factors beyond the Parties’ control. Such forward-looking statements should therefore be construed in light of such factors. None of the Parties, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this presentation will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. None of the Parties is under any obligation and each expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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EX-99.2

Exhibit 99.2

Gary Thompson – Media	Jennifer Chen – Investors
Caesars Entertainment Corporation	Caesars Entertainment Corporation
(702) 407-6529	(702) 407-6407

Caesars Consortium Receives Preliminary Approval for

First Internationally Branded Casino-Integrated Resort in South Korea

LAS VEGAS, NV, March 17, 2014 – Caesars Entertainment Corporation (NASDAQ: CZR) today announced that LOCZ Korea Corporation, a joint venture between Caesars, Lippo Group and OUE Limited, has received preliminary approval from the South Korean Ministry of Culture, Sport and Tourism to include foreigner-only casino gaming in its planned integrated resort in Incheon, South Korea.

“We are grateful to the Korean government for their initial approval, paving the way for the opportunity to build and operate our first integrated resort in Korea,” said Gary Loveman, Caesars Entertainment Chairman, CEO and President. “We are excited about the opportunity to expand our network and brands to Asia. Foreign visitation to South Korea has grown significantly, and we look forward to creating a world-class destination to further support Korea’s economic growth and tourism goals.”

Highlights for the planned integrated resort include hotels and resort amenities, live entertainment venues, a standalone convention center and a foreigners-only casino. A preliminary master plan anticipates potential future expansion to accommodate growth in the number of resort visitors.

The consortium hopes to open the Incheon integrated resort in time to welcome visitors arriving in Korea for the 2018 Olympics in Pyeongchang.

Caesars may elect to include Caesars Growth Partners, LLC in the development of the project. Caesars Growth Partners, LLC is a joint venture between Caesars Entertainment and Caesars Acquisition Company ((NASDAQ: CACQ). In such an event, Caesars anticipates that Caesars Growth Partners would make the capital investment associated with the project, with Caesars Entertainment acting as the operator and sharing in the management fee associated with the project.

About Caesars Entertainment

Caesars Entertainment Corporation is the world’s most geographically diversified casino-entertainment company. Since its beginning in Reno, Nevada, 75 years ago, Caesars has grown through development of new resorts, expansions and acquisitions and now operates casinos on four continents. The company’s

resorts operate primarily under the Caesars^®, Harrah’s^® and Horseshoe^® brand names. Caesars also owns the London Clubs International family of casinos. Caesars is focused on building loyalty and value with its guests through a unique combination of great service, excellent products, unsurpassed distribution, operational excellence and technology leadership. We are committed to environmental sustainability and energy conservation and recognize the importance of being a responsible steward of the environment. For more information, please visit www.caesars.com.

Forward Looking Information

This release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” “pursue,” or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, future actions, new projects, strategies, future performance, the outcomes of contingencies and future financial results of Caesars and the above-referenced projects. These forward-looking statements are based on current expectations and projections about future events.

Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of Caesars and the above-referenced projects may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors, as well as other factors described from time to time in Caesars’ reports filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein):

• the ability of Caesars, Lippo and other potential investors in the project to reach agreement on the definitive terms governing their relationship and the project’s ability to satisfy the conditions of the preliminary approval;

• the impact of Caesars’ significant indebtedness;

• the ability to secure and the terms of any regulatory approvals, including gaming and antitrust approvals required to operate any portion of the above-referenced project and the regulatory approvals and permits necessary to complete the construction and development of the above-referenced project;

• the effects of local and national economic, credit, and capital market conditions on the economy, in general, and on the gaming industry, in particular;

• access to available and reasonable financing on a timely basis and the ability to comply with any conditions to funding under the financing for the above-referenced project;

• changes in laws, including increased tax rates, smoking bans, regulations or accounting standards, third-party relations and approvals, and decisions, disciplines, and fines of courts, regulators, and governmental bodies, including those related to the above-referenced projects;

• the effects of competition, including locations of competitors and operating and market competition;

• construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters, and building permit issues;

• litigation outcomes and judicial and governmental body actions, including gaming legislative action, referenda, regulatory disciplinary actions, and fines and taxation;

• the effects of environmental and structural building conditions relating to the above-referenced project;

• access to insurance on reasonable terms for Caesars’ assets and the above-referenced project; and

• acts of war or terrorist incidents, severe weather conditions, uprisings, or natural disasters.

Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. Caesars disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated or, if no date is stated, as of the date of this press release.