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Deconsolidation of CEOC Deconsolidation of CEOC (Notes)
3 Months Ended
Mar. 31, 2015
Deconsolidation of CEOC [Abstract]  
Restructuring and Related Activities Disclosure [Text Block]
Deconsolidation of Caesars Entertainment Operating Company
Chapter 11 Filing for Reorganization
As previously disclosed in our 2014 10-K, on January 15, 2015 (the “Petition Date”), CEOC and certain of its U.S. subsidiaries (the “Debtors”) voluntarily filed for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court in order to implement a restructuring plan for balance sheet deleveraging. The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Caesars Entertainment, CERP, and CGP LLC are separate entities with independent capital structures and have not filed for bankruptcy relief. In addition, all Caesars Entertainment properties, including those owned by CEOC, are continuing to operate in the ordinary course. Under the proposed plan, Caesars Entertainment will make substantial cash and other contributions as part of implementing the ultimate restructuring plan when it is agreed upon by the applicable parties and approved by the Bankruptcy Court (see Note 11).
Deconsolidation of CEOC
CEOC’s filing for reorganization was a reconsideration event for Caesars Entertainment to reevaluate whether consolidation of CEOC continues to be appropriate. We have concluded that CEOC is a VIE, subsequent to its filing for bankruptcy, because the holders of equity at risk (including us as an 89% equity holder) as a group no longer have the power to make the primary decisions. The power to make material decisions has been transferred to the Bankruptcy Court. We have concluded that the equity owners, including Caesars Entertainment, only possess non-substantive voting rights and that we are not the primary beneficiary of CEOC, since the Bankruptcy Court now controls its material activities.
Based on the preceding, we concluded that Caesars Entertainment should deconsolidate CEOC effective on the Petition Date. For similar reasons, we determined that we do not have significant influence over CEOC; therefore, Caesars Entertainment will account for its investment in CEOC as a cost method investment subsequent to the deconsolidation. The CEOC filing for reorganization does not represent a strategic shift by CEC because CEC has retained its 89% ownership interest in CEOC and continues to operate and manage casinos; therefore, CEOC has not been classified as discontinued operations.
Upon the deconsolidation of CEOC, Caesars Entertainment recognized a $7.1 billion gain and recorded a cost method investment in CEOC of zero due to the negative equity associated with CEOC’s underlying financial position. In addition, as of December 31, 2014, CEOC represented total assets of $11.1 billion, total liabilities of $18.7 billion, and total long-term debt of $16.1 billion. For the 2015 period prior to the deconsolidation, CEOC segment net revenue totaled $158 million, net loss attributable to Caesars totaled $76 million, and negative cash flow from operating activities totaled $220 million.
Noncontrolling Interests
As of March 31, 2015, CEOC owned 69.0% of the equity interest in CES and held $4 million in noncontrolling interest in CES subsequent to its deconsolidation.
Related Party Relationship
Subsequent to the Petition Date, CEOC will continue to fund all expenses related to its operations that are being provided by CES and can continue to perform on its intercompany obligations to all Caesars entities. However, upon filing for Chapter 11 and the subsequent deconsolidation, transactions with CEOC are no longer eliminated in consolidation and are treated as related party transactions for Caesars Entertainment. These transactions include items such as casino management fees paid to CEOC, insurance expenses related to insurance coverage provided to CEOC by Caesars Entertainment, and rent payments by CEOC to CERP under the Octavius Tower lease agreement (see Note 19, “Related Party Transactions”).