In this filing, the name "CEC" refers to the parent holding company, Caesars Entertainment Corporation, exclusive of its consolidated subsidiaries and variable interest entities, unless otherwise stated or the context otherwise requires. The words "Company," "Caesars," "Caesars Entertainment," "we," "our," and "us" refer to Caesars Entertainment Corporation, inclusive of its consolidated subsidiaries and variable interest entities, unless otherwise stated or the context otherwise requires. We also refer to (i) our Consolidated Condensed Financial Statements as our "Financial Statements," (ii) our Consolidated Condensed Balance Sheets as our "Balance Sheets," (iii) our Consolidated Condensed Statements of Operations and Comprehensive Income/(Loss) as our "Statements of Operations," and (iv) our Consolidated Condensed Statements of Cash Flows as our "Statements of Cash Flows." References to numbered "Notes" refer to Notes to Consolidated Condensed Financial Statements included in Item 1, "Unaudited Financial Statements." The following discussion and analysis of the financial position and operating results of Caesars Entertainment for the three months ended March 31, 2020 and 2019 should be read in conjunction with the unaudited consolidated condensed financial statements and the notes thereto and other financial information included elsewhere in this Form 10-Q as well as Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 ("2019 Annual Report"). Capitalized terms used but not defined in this Form 10-Q have the same meanings as in the 2019 Annual Report. The statements in this discussion regarding our expectations of our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. Our actual results may differ materially from those contained in or implied by any forward-looking statements. See "CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS" below in this report.


                                    Overview

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We view each property as an operating segment and aggregate such properties into three regionally-focused reportable segments: (i) Las Vegas, (ii) Other U.S., and (iii) All Other, which is consistent with how we manage the business. The way in which Caesars management assesses results and allocates resources is aligned with these segments. See Note 15.


                         Summary of Significant Events

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The following are the significant events and drivers of performance. Accordingly, the remainder of the discussion and analysis of results in this Item 2 should be read in conjunction with this summary. Effect of the COVID-19 Public Health Emergency A novel strain of coronavirus ("COVID-19") was declared a public health emergency by the United States Department of Health and Human Services on January 31, 2020. On March 13, 2020, the President of the United States issued a proclamation declaring a national emergency concerning COVID-19. As a result of the COVID-19 public health emergency, we began to receive directives from various governmental and tribal bodies for the closure of certain properties, and consistent with such directives, on March 17, 2020, we announced the temporary shutdown of our owned properties in North America. When required by governmental bodies, our international properties also shut down following such directives. COVID-19 is present in nearly all regions around the world and has resulted in travel restrictions and business slowdowns or shutdowns in affected areas. Our properties remained closed as of March 31, 2020, and as a result, following our strong start to 2020 prior to these closures, the COVID-19 public health emergency continues to affect our business significantly. There is significant uncertainty as to the length of time for which these closures will remain in effect. Furthermore, there can be no assurance even after reopening as to the time required for our operations to recover to levels prior to these closures, or whether future closures related to COVID-19 could occur. The COVID-19 public health emergency has had significant and far-reaching effects on our business and our industry. In addition to the lost revenues from the closure of our properties, we also observed a significant increase in postponements and cancellations, specifically in our Las Vegas region, of convention reservations during the quarter ended March 31, 2020, as well as convention reservations for the second and third quarters of 2020. In addition, many of our entertainment venues have canceled or postponed scheduled performances. Further, some of our tenants have requested temporary rent relief in the form of extended payment periods. We have also made efforts to reach agreements with our vendors for extended payment terms. The interruptions in our business have reduced our revenues and projected revenues across most of our revenue streams. However, our online and mobile games continue to operate and provide entertainment for our customers at home.



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To manage the business through this period of uncertainty, we took steps to
begin operating with a smaller, targeted workforce that is focused on
maintaining basic operations while our properties remain closed. On April 2,
2020, we announced furloughs that would affect approximately 90% of our
employees at our domestic, owned properties in North America as well as our
corporate employees. As part of our ongoing efforts we also took steps to
support our employees through the effects of these difficult actions.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the
"CARES Act") was signed into law. The CARES Act is a relief package intended to
assist many aspects of the American economy. Two provisions of the CARES Act
will serve to aid the Company's liquidity position, the employee retention
credit and the deferral of employer-related FICA taxes.
First, the employee retention credit provides employers a refundable federal tax
credit equal to 50% of the first $10,000 of qualified wages and benefits paid to
employees while they are not performing services after March 12, 2020 and before
January 1, 2021. Contributions to qualified medical plans also constitute
creditable amounts. The credit is available to offset all federal employment
withholdings owed in a particular quarter including both the employer and
employee share of social security, Medicare taxes and withholdings for federal
income taxes. To the extent that the credit exceeds employment withholdings, the
employer may request a refund of prior taxes paid.
Second, employers are permitted to defer the employer share of social security
taxes otherwise owed on dates beginning March 27, 2020 and ending December 31,
2020. Half of the total deferred payments are payable on December 31, 2021 and
the remaining half are payable on December 31, 2022. The Company intends to take
full advantage of this tax deferral provision. The amount of the deferral is
based on wages paid from April through December, which we are unable to estimate
at this time.
As a precautionary measure, on March 16, 2020, we announced that we had fully
drawn the remaining available amounts under each of the CRC Revolving Credit
Facility and CEOC Revolving Credit Facility in order to increase our cash
position and preserve liquidity and financial flexibility in light of the
uncertainty and general volatility in the global financial markets. In
accordance with the terms of each of the revolving credit facilities, the
proceeds from these borrowings may be used in the future for working capital,
general corporate or other purposes permitted by each of the revolving credit
facilities. The amounts drawn under these revolving credit facilities are
subject to financial covenants, which our lenders have agreed to waive through
September 30, 2021; however, final approvals are not yet in place. As a result,
for liquidity modeling purposes we have assumed that a required repayment of
$826 million of the revolver borrowing will be repaid within the next 12 months.
As an added measure, we are also in the process of obtaining relief for certain
minimum capital expenditure requirements under our lease agreements. Although we
expect such relief to be granted, we have not assumed a reduction in our capital
expenditures for liquidity modeling purposes.
After considering the measures that we have taken in order to maintain our basic
operations while our properties remain closed, we estimate incurring
approximately $9.0 million to $9.5 million per day of cash outflows which
include operating expenses, rent, interest, debt service, and capital
expenditures. Until our operations resume, we expect to continue to incur such
cash operating expenses which will result in negative cash flows from
operations. We have considered multiple scenarios with which our properties
begin to reopen and profitability returns. Based on the assumptions in these
scenarios, we believe our current liquidity is sufficient to support our
operations for the next 12 months. However, these significant assumptions are
highly subject to uncertainty and change related to events outside of our
control, specifically as to when our properties may be allowed to open, at what
levels of capacity, and customer demand.
In preparation of reopening, we continue to take cautionary actions in response
to the COVID-19 public health emergency. First and foremost, we are focusing on
the health and safety of our employees. We have implemented real time changes in
operating procedures to accommodate social distancing guidelines and support our
employees, such as:
•      Establishing an internal response team led by senior leadership to review
       policies, procedures and key business decisions for the organization


•      Updating emergency succession plans for the CEO and senior management and
       reviewing them with the Compensation & Management Development Committee


•      Paying full time, part time and regularly scheduled team members who were
       impacted by either government or tribe-mandated closures of our properties
       for up to two weeks


•      Covering the biweekly deduction for medical benefit premiums for
       furloughed employees until the earlier of June 30, 2020 or the date that
       such employees return to work, for those currently enrolled in the
       company-sponsored health plan


•      Arranging for team members to work remotely by deploying available
       resources including additional technology, where applicable


•      Creating a Caesars Portal to provide team members with access to
       up-to-date communications and information

• Expanding certain benefits as permitted under the recently passed CARES Act





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•      Hiring an external medical expert to provide advice and guidance for
       establishing the protocols and procedures as part of our robust reopening
       plan


•      Planning to implement additional cleaning and disinfection procedures in
       order to maintain healthy environments throughout the business.


In addition, an independent employee assistance fund, Caesars Cares, has been
established to support team members at our properties across the United States
who suffer unanticipated hardships, including during the closure of our
properties as a result of the COVID-19 public health emergency.
The uncertain duration of government or tribe-mandated closures of our
properties and the overall deterioration of general economic conditions have
materially affected significant inputs that are used to determine the fair value
of certain of our indefinite-lived assets including goodwill. Accordingly,
during the three months ended March 31, 2020, we recorded impairments to certain
intangible assets.
We continue to monitor the rapidly evolving situation and guidance from domestic
and international authorities, including federal, state and local public health
authorities and may take additional actions based on such authorities'
recommendations. In these circumstances, there may be developments outside of
our control that require us to adjust our operating plan. Given the dynamic
nature of this situation, the full extent of the effects of the COVID-19 public
health emergency on our future financial condition, results of operations or
cash flows is highly uncertain.
For a more extensive discussion of the possible impacts of the COVID-19 public
health emergency on our business, financial condition and results of operations,
please refer to "Risk Factors" in Part II, Item 1A of this report.
Proposed Merger of Caesars Entertainment Corporation with Eldorado Resorts, Inc.
On June 24, 2019, Caesars, Eldorado Resorts, Inc., a Nevada corporation
("Eldorado"), and Colt Merger Sub, Inc., a Delaware corporation and a direct
wholly owned subsidiary of Eldorado ("Merger Sub"), entered into an Agreement
and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of
Merger, dated as of August 15, 2019, and as it may be further amended from time
to time, the "Merger Agreement"), pursuant to which, on the terms and subject to
the conditions set forth therein, Merger Sub will merge with and into Caesars
(the "Merger"), with Caesars continuing as the surviving corporation and a
direct wholly owned subsidiary of Eldorado. On November 15, 2019, the respective
stockholders of Caesars and Eldorado voted to approve the Merger. The
transaction is expected to close mid-2020. In connection with the Merger,
Eldorado will change its name to Caesars Entertainment, Inc. See Note 1.
The Merger may have significant effects on us, including, among others, the
significant diversion of management and employee attention from ordinary course
matters. For a more extensive discussion of those and other possible effects,
please refer to "Risk Factors" in Part II, Item 1A of this report.

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