Eric Hession - SVP, Finance & Treasurer Gary Loveman - CEO Donald Colvin - CFO.

James Kayler - Bank of America Merrill Lynch Susan Berliner - JPMorgan Kevin Coyne - Goldman Sachs.

Good afternoon my name is Lita and I will be your conference operator today. At this time I would like to welcome everyone to the Caesars Entertainment First Quarter 2014 Earnings Call. (Operator Instructions). Thank you. Mr. Eric Hession, Senior Vice President of Finance and Treasurer, you may begin your conference now..

Thank you. Good afternoon and welcome to the Caesars Entertainment first quarter 2014 results conference call. Joining me today from Caesars Entertainment Corporation are Gary Loveman, Chief Executive Officer, and Donald Colvin, Chief Financial Officer. Following our prepared remarks, we will turn the call over for your questions.

A copy of our press release, today’s prepared remarks and a replay of this conference call will be available in the investor relations section of our website at caesars.com. Before I turn the call over to Gary, I would like to call your attention to the following information.

The Safe Harbor disclaimer in our public documents covers this call and the simultaneous live webcast at caesars.com. The forward looking statements made during this conference call reflect the opinion of management as of the date of this call. There are risks and uncertainties with such statements which are detailed in our filings with the SEC.

Please be advised that developments subsequent to this call are likely to cause these statements to become outdated with the passage of time. We do not intend, however, to update the information provided today prior to our next quarterly conference call. Further, today we are reporting first quarter 2014 results.

These results are not necessarily indicative of results in future periods. Also, please note that prior to this call we furnished a Form 8-K of this afternoon’s press release to the SEC. Property EBITDA and adjusted EBITDA are non-GAAP financial measures.

Reconciliations of net income and loss to property EBITDA and net income and loss to adjusted EBITDA can be found in the tables of our press release. This call, the webcast and its replay are the property of Caesars Entertainment. It is not for rebroadcast or use by any other party without the prior written consent of Caesars Entertainment.

If you do not agree with these terms, please disconnect now. By remaining on the line, you agree to be bound by these terms.

Lastly, as a reminder, please note that Caesars Entertainment Corporation is primarily comprised of three operating structures, Caesars Entertainment Operating Company (CEOC), which consists of Caesars Palace in Las Vegas as well as a majority of Caesars regional properties; Caesars Entertainment Resort Properties (CERP), which includes six casino properties, predominately in Las Vegas, the LINQ and High Roller and the Octavius Tower at Caesars Palace; and Caesars Growth Partners (CGP), a joint venture with Caesars Acquisition Company, which owns CIE, Planet Hollywood, The Quad, The Cromwell and Bally’s Las Vegas as well as a 41% interest in Horseshoe Baltimore.

CGP is a consolidated variable interest structure in which Caesars Entertainment holds nonvoting units. As we move forward with this call, the words Company, Caesars, Caesars Entertainment, we, our, and us refer to Caesars Entertainment Corporation and its controlled entities, unless otherwise stated or the context requires otherwise.

Now before I hand it off to Gary Loveman I wanted to call your attention to a typo in the earnings release. At the bottom of page six, in the recent development section, we noted that all of our 10% second priority notes due 2018 will be tendered and it should be 2015.

Gary?.

I can see why that might have caused some confusion Eric. Thank you for clarifying that. Good afternoon everyone. The early months of 2014 have seen great strides in our strategies to improve our Las Vegas hospitality offerings, enhance our distribution network and improve the company’s financial condition.

In Las Vegas, we opened or are about to open several new assets that have been under development for some time and were encouraged by a strong first quarter performance there.

Caesars Interactive Entertainment experienced impressive growth as you heard this morning, and Caesars Entertainment received preliminary approval to develop a casino resort in South Korea.

Concurrently, we have adjusted our capacity to existing demand in an oversupplied markets and worked aggressively to create stability and improve CEOC’s capital structure.

Indeed it's been a very busy agenda in that regard and before I cover the quarter’s performance and highlights, I would like to review yesterday’s announcement about efforts designed to prepare CEOC for deleveraging and provide the subsidiary with the flexibility it needs to execute its business plan.

While this process is anticipated to take some time, the actions CEOC is undertaking lay the foundation for significant improvement. The steps we have taken reflect our singular motivation to restore the financial health of CEOC.

I am confident that these actions and those we announced yesterday are in the best long-term interest of the enterprise, its employees and the communities in which we operate. Now, on to the specifics of our announcements, CEOC launched a $1.75 billion incremental term loan and the associated refinancing of all 2015 maturities.

Caesars Entertainment sold 5% of CEOC equity to a group of institutional investors, and agreed to pursue a listing of CEOC equity. CEOC launched a credit facility amendment and CEOC completed the sale of three Las Vegas properties to Caesars Growth Partners.

Upon successful completion of these transactions, CEOC will have no material maturities until 2016. CEOC will have taken steps towards creating an equity currency that may be used in liability management or to aid in the reduction of debt; and CEOC will have added headroom under its maintenance covenant.

Additionally, now that CEOC is no longer a wholly owned subsidiary of Caesars Entertainment, the Caesars Entertainment guarantee of CEOC’s bonds has been released in accordance with the terms of the bond indentures.

The full complement of financial and operational actions taken to date have led to the creation of substantial value in two stable structures, Caesars Growth Partners and Caesars Entertainment Resort Properties. Further, the formation of Caesars Growth Partners provides a platform to invest in new opportunities.

Caesars Entertainment benefits from Growth Partners’ new projects as a result of its 58% economic stake in Growth Partners, its receipt of management fees and the participation of Growth Partners’ assets in the Total Rewards network. With these measures completed or underway, our attention is now focused on improving CEOC’s financial condition.

As was discussed on the Caesars Acquisition Company conference call this morning, the previously announced sale of The Quad Resort & Casino, Bally’s Las Vegas and The Cromwell to Growth Partners was completed earlier this week, following the receipt of approval from the Nevada Gaming Commission.

The sale of Harrah’s New Orleans by CEOC to Growth Partners is expected to close in the second quarter, following approval by the Louisiana Gaming Control Board. Upon completion of the sale, CEOC will have more than $3 billion in cash.

On the last Caesars Entertainment conference call, we reported on our plans to establish a joint venture among Growth Partners, CERP, and CEOC to provide centralized services to properties in each of our structures. While we’re still working on the details of the joint venture, I wanted to emphasize an important point; Services Co.

will be a cash flow neutral entity. All of its costs will be allocated to properties based on their use of the services. As we work through additional details, we will provide additional information. Now, moving on to our results and developments.

We had a strong quarter in Las Vegas, which benefited from exceptional demand in the group, international and FIT businesses. On the interactive side, CIE performed extremely well in the quarter, driven by double-digit growth in social and mobile games.

Our colleague Mitch Garber covered CIE’s results in detail earlier today on the Caesars Acquisition Company earnings call. These encouraging performances were offset by weaker numbers in the Atlantic Coast region and the Midwest, both of which were negatively impacted by poor weather and weak visitation or trip patterns.

At the end of March, CEOC announced the difficult decision to close Harrah’s Tunica. The market around Tunica is saturated and has been in decline for many years. I am confident the combined impact of these initiatives will improve performance across our footprint.

I might add I think it's such an important precedent for the notion that these markets can reach points where no new supply is indeed the right answer and in some cases reducing supply is the right answer.

We continuously evaluate the supply and demand in all of our markets that are committed to adjusting capacity and investment to address market conditions. I will now turn to our strategic investments. For the past several years, we have been prioritizing the enhancement of our hospitality offerings in Las Vegas to meet customers’ evolving preferences.

Recall, all three Caesars structures, CEOC, CERP and Growth Partners, have exposure to the Las Vegas market and share in the benefits associated with these investments. The LINQ and the High Roller, which are owned by CERP, epitomize our innovative investment in hospitality and the enhancement of available offerings in Vegas.

Combined with the opening later this month of The Cromwell and the renovation of The Quad, the previously completed overhaul of the Jubilee Tower at Bally’s and the new Axis Theater at Planet Hollywood, Caesars’ properties on the East side of the Strip will have been completely redefined and upgraded.

I am confident the combined impact of these initiatives will improve performance across our footprint. Since opening our High Roller at the end of March, surrounding properties are already experiencing increased traffic and visitation. I am optimistic this dynamic will continue to play itself out in the coming months.

Consider a few specifics, the High Roller has received rave reviews from media outlets around the world and has welcomed thousands of riders a day in the early weeks of operation.

Last month, the Academy of Country Music hosted its Party for a Cause celebration at The LINQ’s festival space, which is just to the East of the High Roller, accommodating tens of thousands of visitors. Many of these guests later rolled on the High Roller and passed through the retail, dining and entertainment corridor.

The space behind the High Roller has great potential to host events and attract more people to the center of the Strip in our neighborhood. Next door, renovation work on The Quad, now owned by Growth Partners, has begun. As Mitch discussed earlier today, The Quad occupies an important position at the entrance to The LINQ.

With the opening of The LINQ and High Roller, The Quad has already experienced improved volumes. I am optimistic the renovation will boost ADR and gaming revenue there. At The Cromwell, also now part of Growth Partners, the gaming floor opened in late April.

On its first Saturday, the property generated more coin in than on any day since 2007 despite the fact the hotel, restaurants and other amenities have not yet opened.

The property will celebrate its grand opening in a few weeks and we look forward to unveiling the boutique, lifestyle hotel as well as Giada De Laurentiis’ eponymous restaurant and Drai’s rooftop pool and night club. Advance bookings are strong, and we are excited about the addition of this unique property to the Strip.

As all three operating structures work to diversify and expand their customer base, hospitality initiatives play a pivotal role in Vegas and throughout our network. I am very pleased to welcome Bob Morse to our company as our new President of Hospitality.

Bob has extensive experience in the industry, despite his youth, most recently serving as Chief Operating Officer of the Americas region for InterContinental Hotels Group. Earlier today, Asia Miles announced its new partnership with Caesars Entertainment. Asia Miles is one of the largest travel loyalty programs in Asia with some 6 million members.

The alliance builds on the strategy to expand our reach and relevance to more customers and align our offerings with leading brands and loyalty programs around the world. The integration of our loyalty efforts with other industry-leading programs offers a rich source of customer acquisition and visitation.

The Play by Total Rewards mobile app has received positive feedback from consumers since its launch last year.

The latest version provides guests with more opportunities to facilitate their experiences with Caesars-branded properties on mobile devices, including booking hotel stays and accessing Total Rewards accounts from both iOS and Android devices.

In addition to the investments in hospitality and marketing I have described, our operating subsidiaries have expanded the company’s distribution network in recent years with the opening of several new properties. In the third quarter, Horseshoe Baltimore will celebrate its grand opening.

Recall, Growth Partners owns a 41% equity stake in the Baltimore project. Late last month, we announced our intent to pursue a license to develop a resort casino in Woodbury, New York in Orange County.

Woodbury is ideally situated for the proposed development given its proximity to New York City, transportation and attractions that already drive high volume such as Woodbury Commons Premium Outlets. We are collaborating with David Flaum, a local developer, on the proposed project and will work together to secure the required permits and approvals.

Also, with respect to the development pipeline, the government of South Korea announced in mid-March that Lippo and Caesars Entertainment Corporation have received preliminary approval to operate a jointly owned foreigners-only casino in Incheon, South Korea near the airport. The receipt of preliminary approval is an exciting development for Caesars.

The project presents a promising opportunity to expand our brand and network into Asia in a high growth area with substantial and growing Chinese visitation. The consortium’s plan includes a casino, hotels and resort amenities, live entertainment venues and a standalone convention center.

If all goes as planned, we hope to open the resort in time to welcome visitors to the 2018 Winter Olympics. Caesars may elect to include Growth Partners in the development of both the New York and South Korea projects. In that event, it is anticipated that Growth Partners would make the capital investments.

Let me now turn it over to Donald Colvin to review financial performance in the first quarter..

Thank you, Gary. At a high level, I will briefly review the drivers of performance for the three structures that consolidate into Caesars Entertainment, CERP, Growth Partners and CEOC. Starting off with CERP, Q1 net revenue increased 2% from the prior year period to $492 million and adjusted EBITDA decreased 4% to $113 million.

CERP’s concentration in the Las Vegas market was a key driver of performance. Casino revenues were down moderately in Las Vegas offset by strength in hospitality revenue. At Growth Partners, Q1 performance was driven by strong growth in social and mobile games and favorable results across all key gaming and non-gaming offerings at Planet Hollywood.

Detailed information on CGP’s first quarter financial results can be found in the earnings release issued by Caesars Acquisition Company earlier today. Moving on to CEOC, net revenue was $1.4 billion in the first quarter, down approximately 11% from the prior year. CEOC adjusted EBITDA decreased approximately 25% to $250 million.

Performance at CEOC was impacted by poor weather predominately in the Atlantic Coast region, the Gulf region and the Midwest. The softness in visitation levels was largely from the regional non-VIP guests. Increased variable marketing costs and unfavorable hold also weighed on performance.

On a consolidated basis, first quarter net revenue declined approximately 2% from the year ago period as lower casino revenue and higher variable marketing programs, which are a contra-revenue, were partially offset by higher hospitality revenue and strength in social and mobile games at CIE.

On the expense side, costs were elevated due to increased marketing expenses and higher corporate costs. Consolidated adjusted EBITDA declined 10%. Net revenue in Las Vegas increased approximately 6% due to strength in hotel, F&B and entertainment revenue.

Hotel revenue was particularly strong with quarterly cash ADR of $121, up approximately 27% year-over-year, driven predominately by resort fees and outstanding demand for convention facilities in the Las Vegas market.

Atlantic Coast net revenue decreased approximately 14% driven by lower casino revenues, predominately attributable to the weather impact and reduced visitation trends discussed earlier. CEOC also saw softness in the Gulf Coast. Other U.S. regions decreased 7% in net revenues.

We are committed to driving efficiency, improving working capital, generating operating and EBITDA improvements, and further enhancing our balance sheet, with a particular focus on CEOC’s capital structure. In early April, Caesars Entertainment issued approximately $136 million in equity through a primary stock issuance.

There were no debt repurchases in the quarter. With that, I will turn it back over to Gary for his final remarks..

Thanks Donald. Caesars’ execution on its strategic and capital structure initiatives has benefitted the company and provided a runway for growth. Our work in Vegas now turns to maximizing the benefits from the innovative investments at the center of the Strip, amidst a general context of improving market dynamics.

Upon completion of the capital structure actions I have described, Caesars is much better positioned to reduce CEOC’s leverage, improve cash flows and increase shareholder value. Let me note that during today’s Q&A session, we will not be able to provide any additional disclosures related to the capital structure transactions that are under way.

We have provided as much detail as we are presently able to and will release additional details as they become available. Operator we are now happy to take questions on the company’s operations..

(Operator Instructions). Your first question comes from James Kayler from Bank of America. Your line is open..

I guess just first, was about a month of the High Roller and the LINQ being open, can you give us any more color around visitation and ridership stats on the High Roller as well as maybe the cash comp mix?.

I will say a word or two about it although I may not be as specific as you would like. We have had 1000s of riders a day, it's ramping up at a rate that we’re very enthusiastic about recognizing that not knowing exactly when the High Roller would be permitted, we were not in a position to begin to market it with a known execution date.

So the marketing for the High Roller is just now beginning to ramp up. For example if you had checked into one of our hotels recently you would have not seen or been told much about the High Roller. So the early visitation patterns have been in our view quite strong and the ridership has been virtually all cash.

We haven't begun to comp it much yet at all..

And just complement to what Gary said, there is few additions over that to the High Roller, one, we have got an nice complement in cash beverage revenue, I known people riding the High Roller like to enjoy beverage and won't be at last [ph].

To compliment that as well we have also got some good banquet business and special events which is another pleasant event and then we have got nice souvenir shop activity as well. So overall a pretty comfortable beginning..

Some of your competitors that have already reported have talked a bit about April trends and talked about some continued softness in the regional markets.

Can you comment on what you’re seeing in your business? I mean do you echo what they have said? Any particular trends that you guys are following?.

I think our observations are accurate given our experiences and the problem we’re all describing James, is the softness in trip frequency among known customers particularly in lower categories of spend.

So these are customers that we have known a long time, they visited us at a known frequency for some period of time and we observe the frequency of visitation falling off in the regional markets. And we don’t tend to say very much on a forward-looking basis but I would suggest that those trends in the regional markets have continued.

The destination markets are a different phenomenon where visitations have been very strong..

And then just my last question, there are couple of mentions in the press release and in the remarks about increased marketing expense.

Are you guys sort of changing how you’re marketing? Are you trying new things? I guess I’m just trying to get a sense for what might be driving some of those marketing expenses?.

Sure. As I have described our previous calls, we’re always trying to find where there is some elasticity and our customers’ willingness to visit us. We don’t want to pay more to get a visit we would have received otherwise but we’re willing to pay more to encourage a visit we might not have gotten otherwise.

So for example if we have a visitor who is routinely with us on a Saturday we might to try to convince him to come also on a Tuesday and spend a little bit more to do so and sometimes as was true in the good old days before 2007 that was very frequently an efficacious way to proceed and more recently since 2008 it has been much harder to do it successfully.

I think what you see it from us is not so much a different way to market but an effort on the heels of some evidence that the economy was improving. To see if we can get back to a period of driving additional trips and as you’ve seen from the first quarter results that’s been difficult.

Outside of Las Vegas I want to keep making that decision, this is my remarks really pertain to regional markets..

Your next question comes from Susan Berliner from JPMorgan. Your line is open. .

I want to I guess start with -- I was hoping you can give us any help with what’s going on in AC and kind of talk about the future there with a lot of continued expansion in the North East?.

Well AC has been the biggest problem the company has faced in the last several years, the business at AC, all the businesses in AC are in tremendous pressure, when the Revel [ph] joined the market as you all know it didn’t do anything to grow it, instead it just took a portion of the existing level of activity.

There is too much capacity in Atlantic City currently such that the returns to existing capacity are under great pressure and we have experienced that as the largest provider. So we’re looking at all of our options to continue to reduce the cost of doing business here, options to reduce capacity.

You’ve seen just with the closure of the Atlantic Club, some moving in that direction and it's possible with the continuing trends and you will see more of that. I think that’s the normal self-correcting, healing that you would like to see in a market like this..

And then I noticed you guys on the OpCo side, you had a lot more cost savings.

I was wondering if you could talk about where those came from?.

We run a lot of initiatives in, and you can call it five by five [ph] programs. They cover a vast range of things, scheduling, improved productivity, some cost reductions, reduced capacity that Gary had referred to. So it's a whole plethora.

There is not one or two, there is many items I think indeed, there are several 100 items on the list of cost reductions..

Okay. And then I know you guys don’t like to quantify hold impact or whether stuff like that but I was wondering if you could comment where the hold impact, what market it was in OpCo..

The hold impacts were negligible Susan..

Your next question comes from Kevin Coyne from Goldman Sachs. Your line is now open..

I was wondering I’m not going to ask you about the pending transactions, what it seems at least the Las Vegas asset sale has closed basically. I was just wondering, I know you’re expecting 1.8 billion of net proceeds there and I guess in the future you’re going to let the market know how you’re going to use those.

Can you let us know what the timing is about how those when you will let us know about those proceeds as well as the event in New Orleans doesn’t go through how much lower would those proceeds be?.

We have a long time to decide how to use the proceeds and you won't be surprised by my answer, we will use where the returns are greatest. If you look at our options, our capital structures there is a variety of ways that those proceeds could be deployed. So you will have to regrettably just standby.

We have 18 months to come to a conclusion as to how those proceeds will be deployed. With respect to New Orleans I’m quite confident that that transaction will close.

Of course I can’t promise that it won't but in the event it didn’t and we were not able to persuade the regulatory there affirmatively then we would simply standout from that and proceed with the three that are now behind us..

And again I’m not going to focus on current transactions but I’ve got a lot of questions today from bond holders just regarding future transactions because you guys have certainly been busy and when I listen to your comments you stated in the prepared remarks that all three entities, CEOC, CERP and CGP all have exposure to Las Vegas market and share in the benefits but in yesterday’s announcement it kind of expressed a view that management moved “capital intensive assets” to CGP and I think secured lenders are just trying to think about Caesars Palace and could that be sold to an affiliated entity and I was wondering if you cared to put to bed any concerns about that potentially being sold to CGP or CERP in the future?.

I’m not going to be able to do that for you Kevin one way or the other. The document speak to what one can and cannot do and the terms under which the transaction is going to occur. I do want to just revise slightly the assumption of the question and that is capital intensive properties.

We discussed in our rationale for the movement of the Quad for example over to Caesars Growth Partners that it requires a lot of maintenance CapEx and CECO balance sheet was not well suited to that objective. So that was part of the rationale for the transaction.

You would have to decide for yourself whether Caesars Palace fits it similarly but clearly it's in a very different position..

Okay and if I can just squeeze in one more, can you confirm that CEC equity purchase by an unaffiliated party?.

The CEOC equity is that what you mean?.

Yes..

I’m sorry we’re crippling everyone with acronyms here but the CEOC equity purchases were from an unaffiliated parties..

Your next question comes from (indiscernible) from UBS. Your line is now open..

First of all like the pro forma EBITDA number, we look at the release at about 1.28, is it fair to assume based on the run-rate EBITDA provided for the four property sold closer to 1.1?.

I think we gave a press release, where we gave range --.

Right..

Of properties as well and from my memory was it not like 140 to 160 or something like that? Or is it 175? So that was roughly the range. I think you’re pretty close to it. But obviously we will update that as we have more disclosures as we move forward. So that’s a live number and we’re in a market that’s changing in a rapid way..

The other question I had I know you can’t comment about the current transaction but yesterday’s release noted that you would look to opportunistically look to do something with the first lien bonds as well as part of the B7 transaction.

Can you comment on that?.

I don’t recall that we said we look to do something opportunistically with the first lien. We talked about the amendment that we were seeking and the role that the more senior lenders played in that process but I don’t recall something about an opportunistic transaction with the first lien..

The way I read it was using a portion of the incremental proceeds to retire existing first lien notes and additional indebtedness..

I think that just portrays one option of the use of proceeds..

There are no further questions at this time. I will turn the call back over to the presenters..

Okay, hearing no further questions we thank everyone for their participation in our call this afternoon. We will be speaking to you next quarter on schedule..

This concludes today’s conference. You may now disconnect..