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

April 14, 2014 (April 14, 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 2.02 Results of Operations and Financial Condition.

On April 14, 2014, in connection with the previously announced acquisition (the “Transactions”) by Caesars Growth Partners, LLC (“Caesars Growth Partners”) of The Cromwell (f/k/a Bill’s Gamblin’ Hall & Saloon), The Quad Resort & Casino, Bally’s Las Vegas and Harrah’s New Orleans (collectively, the “Purchased Properties”), Caesars Growth Properties Holdings, LLC (“CGPH LLC”) provided to prospective investors the preliminary, unaudited financial results for the quarter ended March 31, 2014 of the entities holding assets comprising the Purchased Properties and Planet Hollywood Resort & Casino (collectively, the “Properties”). GPH LLC is a subsidiary of Caesars Growth Partners, which is a joint venture between Caesars Acquisition Company (“CAC”) and Caesars Entertainment Corporation (“Caesars Entertainment”). A copy of the information is furnished as Exhibit 99.1 hereto.

The preliminary, unaudited financial results for the quarter ended March 31, 2014 included in Exhibit 99.1 hereto constitute forward-looking statements and are preliminary internal estimates, based on the information available to CGPH LLC as of the date of this report. As CGPH LLC prepares its unaudited financial statements for the quarter ended March 31, 2014, it is possible that additional work and procedures it performs to complete these quarterly financial statements could result in the actual results differing from its expectations. In addition, CGPH LLC’s unaudited financial results for the quarter ended March 31, 2014 will not necessarily be indicative of the financial results that may be expected for the year ended December 31, 2014. Accordingly, investors are cautioned not to place undue reliance on these forward-looking statements.

These forward-looking statements should, therefore, be considered in light of various important factors set forth in this filing and from time to time in Caesars Entertainment’s filings with the SEC. Caesars Entertainment and CGPH LLC undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events, except as required by law.

The information set forth in this Current Report on Form 8-K, including the Exhibit 99.1 referenced herein, is being furnished pursuant to Item 2.02 of Form 8-K 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, nor shall it be deemed incorporated by reference into any of Caesars Entertainment’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is being furnished herewith:

Exhibit No.	Description
99.1	Preliminary financial results for the quarter ended March 31, 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: April 14, 2014	By:	/s/ ERIC HESSION
	Name:	Eric Hession
	Title:	Senior Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Preliminary financial results for the quarter ended March 31, 2014.

EX-99.1

Exhibit 99.1

The Company’s Preliminary, Unaudited Financial Results for First Quarter of 2014

While the Company has not yet completed its financial statements for the quarter ended March 31, 2014, the Company currently expects that its casino revenues will be in the range of approximately $171.0 million to $186.0 million, that its net revenues will be in the range of approximately $280.0 million to $305.0 million and that its Adjusted EBITDA will be in the range of approximately $65.0 million to $80.0 million for the quarter ended March 31, 2014. For the quarter ended March 31, 2013, the Company’s casino revenues, net revenues and Adjusted EBITDA were $176.2 million, $269.1 million and $65.7 million, respectively. Estimated net income attributable to the Properties for the quarter ended March 31, 2014 is expected to range between $12.0 million and $34.0 million, compared to net income attributable to the Properties of $16.1 million for the quarter ended March 31, 2013.

Set forth below is a reconciliation of net income, the Company’s most comparable measure in accordance with GAAP, to Adjusted EBITDA for the quarters ended March 31, 2013 and 2014:

	Estimate for Quarter ended March 31, 2014				Quarter ended March 31, 2013
(In millions) (Unaudited)	Low		High
Net income attributable to Properties	$	12.0	$	34.0	$	16.1
Interest expense, net of capitalized interest and interest income		18.0		12.0		16.9
Provision for income taxes		5.0		14.0		9.3
Depreciation and amortization		24.0		20.0		20.9
EBITDA		59.0		80.0		63.2
Project opening costs, abandoned projects and development costs		4.0		—		2.4
Loss on early extinguishment of debt		2.0		—		0.1
Adjusted EBITDA	$	65.0	$	80.0	$	65.7

For more information concerning Adjusted EBITDA, see footnote 4 in “—Summary Historical and Pro Forma Financial Information and Other Financial Data”

Our revenues, net income and Adjusted EBITDA for the quarter ended March 31, 2013, and our expectations on our revenues, net income and Adjusted EBITDA for the quarter ended March 31, 2014, are unaudited and have been prepared to give effect to the combined results of operations on a historical basis of all of the subsidiaries holding assets comprising the Properties. Our expectations on our revenues, net income and Adjusted EBITDA for this period constitute forward-looking statements and are preliminary internal estimates, based on the information available to us as of the date of this offering memorandum. As we prepare our unaudited financial statements for the quarter ended March 31, 2014, it is possible that additional work and procedures we perform to complete these quarterly financial statements could result in the actual results differing from our expectations. In addition, our unaudited financial results for the quarter ended March 31, 2014 will not necessarily be indicative of the financial results that may be expected for the year ended December 31, 2014. Accordingly, investors are cautioned not to place undue reliance on the foregoing guidance. See “Risk Factors” and “Forward Looking Statements.”