Caesars Entertainment, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, 58 processed, summarized, evaluated and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined under the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Form 10-K Annual Report and as required by Rules 13a-15(b) and 15d-15(b) promulgated under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Form 10-K Annual Report are effective to ensure that the information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized, evaluated and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) for Caesars Entertainment, Inc. and its subsidiaries. This system is designed to provide reasonable assurance to the Company’s management regarding the reliability of financial reporting and preparation of consolidated financial statements for external purposes. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated and assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Form 10-K Annual Report based upon the framework set forth in the Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organization of the Treadway Commission. Based on this evaluation and assessment, management believes that, as of December 31, 2020, our internal control over financial reporting was effective based on those criteria. The Company completed its acquisition of Caesars Entertainment Corporation and changed its name to Caesars Entertainment, Inc. on July 20, 2020. Accordingly, the acquired assets and liabilities of Caesars Entertainment Corporation are included in our consolidated balance sheet as of December 31, 2020 and the results of its operations and cash flows are reported in our consolidated statement of operations and cash flows for the year ended December 31, 2020 from the date of acquisition. We are currently in the process of integrating policies, processes, information technology systems and other components of internal controls over financial reporting of the combined business. Management will continue to evaluate our internal control over financial reporting as we complete our integration. In accordance with SEC staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, management has excluded Caesars Entertainment Corporation from its internal control assessment. Caesars Entertainment Corporation represents 34% of Caesars Entertainment, Inc.’s consolidated assets as of December 31, 2020, and 59% of Caesars Entertainment, Inc’s net revenue for the year ended December 31, 2020. Deloitte & Touche LLP, an independent registered public accounting firm, has audited our internal control over financial reporting as of December 31, 2020, as stated in its report which follows below. Changes in Internal Control Over Financial Reporting Except as noted below, during the quarter ended December 31, 2020, there were no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. On July 20, 2020, we completed the acquisition of Caesars Entertainment Corporation. See Part IV, Item 15, Notes to Consolidated Financial Statements, Note 3. Acquisitions, Purchase Price Accounting and Pro forma Information, for a discussion of the acquisition and related financial data. The Company is in the process of integrating Caesars Entertainment Corporation into our internal controls over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Excluding the acquisition, there were no changes in our internal control over financial reporting that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting. 59 Report of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of Caesars Entertainment, Inc.: Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Caesars Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 26, 2021, expressed an unqualified opinion on those financial statements. As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Caesars Entertainment Corporation, which was acquired on July 20, 2020, and whose financial statements constitute 34% of total assets and 59% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2020. Accordingly, our audit did not include the internal control over financial reporting at Caesars Entertainment Corporation. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Las Vegas, Nevada February 26, 2021 60 Item 9B. Other Information. Not applicable. 61 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this Item is hereby incorporated by reference to our definitive Proxy Statement for our Annual Meeting of Stockholders (our “Proxy Statement”) to be filed with the Securities and Exchange Commission no later than April 30, 2021, pursuant to Regulation 14A under the Securities Act. We have adopted a code of ethics and business conduct applicable to all directors and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The code of business conduct and ethics is posted on our website, http://www.caesars.com/corporate (accessible through the “Governance” caption of the Investors page) and a printed copy will be delivered on request by writing to the Corporate Secretary at Caesars Entertainment, Inc., c/o Corporate Secretary, 100 West Liberty Street, 12th Floor, Reno, NV 89501. We intend to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its code of business conduct and ethics by posting such information on our website. Item 11. Executive Compensation. The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2021, pursuant to Regulation 14A under the Securities Act. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2021, pursuant to Regulation 14A under the Securities Act. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2021, pursuant to Regulation 14A under the Securities Act. Item 14. Principal Accounting Fees and Services. The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2021, pursuant to Regulation 14A under the Securities Act. 62 PART IV Item 15. Financial Statement Schedules. (a)(i) Financial Statements Included in Part II (Item 8) of this Annual Report on Form 10-K: Report s of Independent Registered Public Accounting Firm s Consolidated Balance Sheets as of December 31, 2020 and 2019 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2020, 2019 and 2018 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 Notes to Consolidated Financial Statements (a)(ii) Financial Statement Schedule Schedule I—Condensed Financial Information of Registrant Parent Company Only as of December 31, 2020 and 2019 and for the Years Ended December 31, 2020, 2019, and 2018 We have omitted schedules other than the ones listed above because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements. (a)(iii) Exhibits 63 Exhibit Number Description of Exhibit Method of Filing 2.1 Agreement and Plan of Merger, dated as of June 24, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc. Previously filed on Form 8-K filed on June 25, 2019. 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc. Previously filed on Form 8-K filed on August 16, 2019. 2.3 Agreement and Plan of Merger by and among Eldorado Resorts, Inc., Delta Merger Sub, Inc., GLP Capital, L.P. and Tropicana Entertainment Inc., dated as of April 15, 2018. Previously filed on Form 8-K filed on April 16, 2018. 3.1 Certificate of Incorporation of Caesars Entertainment, Inc. Previously filed on Form 8-K filed on July 21, 2020. 3.2 Bylaws of Caesars Entertainment, Inc. Previously filed on Form 8-K filed on July 21, 2020. 4.1 Description of Capital Stock Filed herewith. 4.2 Indenture (6.25% CEI Senior Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association. Previously filed on Form 8-K filed on July 7, 2020. 4.3 Supplemental Indenture, dated as of July 20, 2020, to Indenture (6.25% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association. Previously filed on Form 8-K filed on July 21, 2020. 4.4 Indenture (8.125% CEI Senior Notes due 2027) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association. Previously filed on Form 8-K filed on July 7, 2020. 4.5 Supplemental Indenture, dated as of July 20, 2020, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association. Previously filed on Form 8-K filed on July 21, 2020. 4.6 Indenture (5.75% CRC Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association. Previously filed on Form 8-K filed on July 7, 2020. 4.7 Supplemental Indenture, dated as of July 20, 2020, to Indenture (5.75% CRC Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, U.S. Bank National Association and Credit Suisse AG, Cayman Islands Branch. Previously filed on Form 8-K filed on July 21, 2020. 4.8 Indenture (5.00% CEC Convertible Notes due 2024), dated as of October 6, 2017, between Caesars Entertainment Corporation and Delaware Trust Company, as trustee. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017. 4.9 First Supplemental Indenture (5.00% CEC Convertible Notes due 2024), dated November 27, 2019 between Caesars Entertainment Corporation and Delaware Trust Company, as trustee. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on November 29, 2019. 4.10 Second Supplemental Indenture (5.00% CEC Convertible Notes due 2024), dated as of July 20, 2020, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Delaware Trust Company. Previously filed on Form 8-K filed on July 21, 2020. 4.11 Indenture (5.25% CRC Notes due 2025), dated October 16, 2017, by and among CRC Escrow Issuer, LLC, CRC Finco, Inc. and Deutsche Bank Trust Company Americas, as trustee. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 16, 2017. 4.12 Supplemental Indenture (5.25% CRC Notes due 2025), dated December 22, 2017, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, CRC Finco, Inc. and Deutsche Bank Trust Company Americas, as trustee. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on December 22, 2017. 10.1 CPLV Lease (conformed through the Second Amendment), dated as of July 20, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC. Previously filed on Form 8-K filed on July 21, 2020. 10.2 Third Amendment to CPLV Lease, dated as of September 30, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC. Previously filed on Form 10-Q filed on November 9, 2020. 10.3 Fourth Amendment to CPLV Lease, dated as of November 18, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC. Filed herewith. 10.4 Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., CPLV Property Owner LLC and Claudine Propco LLC (CPLV). Previously filed on Form 8-K filed on July 21, 2020. 10.5** Non-CPLV Lease (conformed through the Fifth Amendment), dated as of July 20, 2020, by and among the entities listed on Schedules A and B thereto and CEOC, LLC. Previously filed on Form 8-K filed on July 21, 2020. 10.6** Sixth Amendment to Non-CPLV Lease, dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto and CEOC, LLC. Previously filed on Form 10-Q filed on November 9, 2020. 64 Exhibit Number Description of Exhibit Method of Filing 10.7 Seventh Amendment to Non-CPLV Lease, dated as of November 18, 2020, by and among the entities listed on Schedules A and B thereto and CEOC, LLC. Filed herewith. 10.8 Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc. and the entities listed on Schedule A thereto (Non-CPLV). Previously filed on Form 8-K filed on July 21, 2020. 10.9** Second Amendment, dated as of July 20, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership. Previously filed on Form 8-K filed on July 21, 2020. 10.10** Third Amendment to Lease (Joliet), dated as of September 30, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership. Previously filed on Form 10-Q filed on November 9, 2020. 10.11 Fourth Amendment to Lease (Joliet), dated as of November 18, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership. Filed herewith. 10.12 Guaranty of Lease, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and Harrah’s Joliet Landco LLC (Joliet). Previously filed on Form 8-K filed on July 21, 2020. 10.13* Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Las Vegas Strip). Previously filed on Form 8-K filed on July 21, 2020. 10.14 Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Horseshoe Baltimore). Previously filed on Form 8-K filed on July 21, 2020. 10.15 Second Amendment, dated as of July 20, 2020, to Golf Course Use Agreement, dated as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC. Previously filed on Form 8-K filed on July 21, 2020. 10.16* Amended and Restated Put-Call Right Agreement, dated as of July 20, 2020, by and among Claudine Propco, LLC and Eastside Convention Center, LLC. Previously filed on Form 8-K filed on July 21, 2020. 10.17* Second Amended and Restated Put-Call Right Agreement entered into as of September 18, 2020 by and among Claudine Propco LLC and Caesars Convention Center Owner, LLC. Previously filed on Form 8-K filed on September 18, 2020. 10.18* Put-Call Right Agreement entered into as of July 20, 2020 by and between Centaur Propco LLC and Caesars Resort Collection, LLC. Previously filed on Form 8-K filed on July 21, 2020. 10.19 First Amendment to Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of July 20, 2020, by and among Caesars Enterprise Services, LLC, CEOC, LLC, Caesars Resort Collection LLC, Caesars License Company, LLC and Caesars World LLC (including as Exhibit A thereto a conformed copy of the Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of December 26, 2018, as amended). Previously filed on Form 8-K filed by Caesars Holdings, Inc. on July 21, 2020. 10.20 Credit Agreement, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and U.S. Bank National Association, as collateral agent. Previously filed on Form 8-K filed on July 21, 2020. 10.21 Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Previously filed on Form 8-K filed on July 21, 2020. 10.22 Credit Agreement, dated as of December 22, 2017, by and among Caesars Resort Collection, LLC, the other borrowers from time to time party thereto, the lenders party thereto, and Credit Suisse, AG, Cayman Islands Branch, as administrative agent. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on December 22, 2017. 10.23 First Amendment to Credit Agreement, dated as of June 15, 2020, by and among Caesars Resort Collection, LLC, the subsidiary loan parties party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on June 12, 2020. 10.24 Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent. Previously filed on Form 8-K filed on July 21, 2020. 10.25 Incremental Assumption Agreement No. 2, dated as of July 20, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lender party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent. Previously filed on Form 8-K filed on July 21, 2020. 10.26 Caesars Entertainment Corporation Amended and Restated Escrow Agreement, dated as of December 12, 2016, between Caesars Entertainment Corporation and Wells Fargo Bank, N.A. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017. 10.27† Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan, effective August 3, 2007. Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 9, 2007. 65 Exhibit Number Description of Exhibit Method of Filing 10.28† Amendment and Restatement of Park Place Entertainment Corporation Executive Deferred Compensation Plan, effective as of August 3, 2007. Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 9, 2007. 10.29† Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan, effective as of August 3, 2007. Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 9, 2007. 10.30† Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, effective as of August 3, 2007. Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 9, 2007. 10.31† First Amendment to the Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, effective as of February 9, 2009. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on February 13, 2009. 10.32† Second Amendment to the Amendment and Restatement of the Caesars Entertainment Corporation Executive Supplemental Savings Plan II (fka Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II), effective as of November 5, 2014. Previously filed on Form 10-K filed by Caesars Holdings, Inc. on March 16, 2015. 10.33† Caesars Entertainment Corporation Second Amended and Restated Executive Deferred Compensation Trust Agreement, dated as of December 12, 2016, between Caesars Entertainment Corporation and Wells Fargo Bank, N.A. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017. 10.34 Trademark License Agreement, dated as of October 6, 2017, between Caesars License Company, LLC and Desert Palace LLC. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017. 10.35 Amended and Restated Casino Operating Contract, dated April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2020. 10.36 First Amendment to the Amended and Restated Casino Operating Contract, made and entered into as of April 9, 2020, and made effective as of April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board. Previously filed on Form 8-K/A filed by Caesars Holdings, Inc. on April 14, 2020. 10.37† Caesars Entertainment Corporation 2012 Performance Incentive Plan. Previously filed on Form S-1/A filed by Caesars Holdings, Inc. on February 2, 2012. 10.38† Amendment No. 1 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on July 25, 2012. 10.39† Amendment No. 2 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on May 20, 2015. 10.40† Amendment No. 3 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on May 20, 2016. 10.41† Amendment No. 4 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan. Previously filed on Form 10-Q filed by Caesars Holdings, Inc. on August 2, 2016. 10.42† 2010 Long-Term Incentive Plan. Previously filed on Form 10-Q filed by MTR Gaming Group, Inc. on August 9, 2010. 10.43† Isle of Capri Casinos, Inc. Second Amended and Restated 2009 Long-Term Stock Incentive Plan. Previously filed on Form 8-K filed by Isle of Capri Casinos, Inc. on October 9, 2015. 10.44† Isle of Capri Casino, Inc. Form of Non-Qualified Stock Option Agreement. Previously filed on Form 10-K filed by Isle of Capri Casinos, Inc. on June 17, 2015. 10.45† Caesars Entertainment Corporation 2017 Performance Incentive Plan. Previously filed on Form S-8 filed by Caesars Holdings, Inc. on October 6, 2017. 66 Exhibit Number Description of Exhibit Method of Filing 10.46† Amendment No. 1 to Caesars Entertainment Corporation 2017 Performance Incentive Plan. Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2018. 10.47† Caesars Entertainment Corporation Executive Supplemental Savings Plan III. Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018. 10.48† Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018. 10.49† Caesars Acquisition Company 2014 Performance Incentive Plan. Previously filed on Form 8-K filed by Caesars Acquisition Company on April 16, 2014. 10.50† Eldorado Resorts, Inc. Amended and Restated 2015 Equity Incentive Plan Previously filed on Form S-8 POS filed on June 29, 2019. 10.51† Form of Director Indemnification Agreement. Previously filed on Form 10-Q filed on November 9, 2020. 10.52† Form of Director Non-Deferred Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Previously filed on Form 10-K filed on February 28, 2020. 10.53† Form of Restricted Stock Unit Award Agreement pursuant to the Amended & Restated 2015 Equity Incentive Plan. Filed herewith. 10.54† Form of Restricted Stock Unit Award Agreement Performance-Based (TSR) pursuant to the Amended & Restated 2015 Equity Incentive Plan. Filed herewith. 10.55† Form of Restricted Stock Unit Time-Based Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan. Previously filed on Form 10-K filed on February 28, 2020. 10.56† Form of Director Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan. Previously filed on Registration Statement Form S-1 filed by Eldorado Resorts, Inc. June 14, 2015. 10.57† Form of Performance Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan. Previously filed on Form 10-K filed on March 1, 2019. 10.58 Registration Rights Agreement, dated as of May 1, 2017, by and among Eldorado Resorts, Inc., Recreational Enterprises, Inc., GFIL Holdings, LLC and certain of its affiliates. Previously filed on Form 8-K filed on May 1, 2017. 10.59† Executive Employment Agreement, dated as of February 1, 2019, by and between Eldorado Resorts, Inc. and Bret Yunker . Previously filed on Form 8-K on February 5, 2019. 10.60† Amended and Restated Executive Employment Agreement, dated as of January 17, 2018, by and between Eldorado Resorts, Inc. and Gary Carano Previously filed on Form 8-K on January 22, 2019. 10.61† Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Gary Carano and Eldorado Resorts, Inc. Previously filed on Form 8-K on October 1, 2018. 10.62† Amended and Restated Executive Employment Agreement, dated as of January 17, 2018, by and between Eldorado Resorts, Inc. and Thomas Reeg Previously filed on Form 8-K filed on January 22, 2018. 10.63† Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Thomas Reeg and Eldorado Resorts, Inc. Previously filed on Form 8-K filed on October 1, 2018. 10.64† Amended and Restated Executive Employment Agreement, dated as of January 17, 2018, by and between Eldorado Resorts, Inc. and Anthony Carano Previously filed on Form 8-K filed on January 22, 2018. 10.65† Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Anthony Carano and Eldorado Resorts, Inc. Previously filed on Form 8-K filed on October 1, 2018. 10.66† Amended and Restated Executive Employment Agreement, dated as of January 17, 2018, by and between Eldorado Resorts, Inc. and Edmund L. Quatmann, Jr. Previously filed on Form 10-K filed on February 27, 2018. 10.67 Amended and Restated Omnibus Amendment to Leases, dated as of October 27, 2020, by and among the entities listed on schedule A thereto, CPLV Property Owner LLC, Claudine Propco LLC, Harrah’s Joliet Landco LLC, CEOC, LLC, the entities listed on schedule B thereto, Desert Palace LLC, Harrah’s Las Vegas, LLC and Des Plaines Development Limited Partnership. Previously filed on Form 10-Q filed on November 9, 2020. 67 Exhibit Number Description of Exhibit Method of Filing 10.68 Amended and Restated Master Lease, dated as of June 15, 2020, by and between Tropicana Entertainment, Inc. and GLP Capital L.P. Previously filed on Form 8- K filed on June 15, 2020. 10.69 w UK Interim Facilities Agreement dates as of October 6, 2020, by and among a subsidiary of Caesars Entertainment, Inc.. Deutsche Bank AG. London Branch and JPMorgan Chase Bank, N.A., as arrangers. Previously filed on Form 8-K on October 8, 2020. 14 Code of Ethics and Business Conduct Filed herewith. 21 Subsidiaries of the Registrant Filed herewith. 23.1 Consent of Deloitte & Touche LLP Filed herewith. 23.2 C onsent of Ernst & Young LLP Filed herewith. 31.1 Certification of Thomas R. Reeg pursuant to Rule 13a-14a and Rule 15d-14(a) Filed herewith. 31.2 Certification of Bret Yunker pursuant to Rule 13a - 14a and Rule 15d - 14(a) Filed herewith. 32.1 Certification of Thomas R. Reeg in accordance with 18 U.S.C. Section 1350 Filed herewith. 32.2 Certification of Bret Yunker in accordance with 18 U.S.C. Section 1350 Filed herewith. 99.1 Gaming and Regulatory Overview Filed herewith. 99.2 Financial Information of Caesars Resort Collection, LLC Filed herewith. 101.1 Inline XBRL Instance Document Filed herewith. 101.2 Inline XBRL Taxonomy Extension Schema Document Filed herewith. 101.3 Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith. 101.4 Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith. 101.5 Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith. 101.6 Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herewith. ______________________ † Denotes a management contract or compensatory plan or arrangement. * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ** Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) could be competitively harmful if publicly disclosed. w Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. 68 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CAESARS ENTERTAINMENT, INC. By: /s/ Thomas R. Reeg Dated: February 26, 2021 Thomas R. Reeg Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Thomas R. Reeg Chief Executive Officer (Principal Executive Officer) and Director February 26, 2021 Thomas R. Reeg /s/ Bret Yunker Chief Financial Officer (Principal Financial Officer) February 26, 2021 Bret Yunker /s/ Stephanie D. Lepori Chief Administrative and Accounting Officer (Principal Accounting Officer) February 26, 2021 Stephanie D. Lepori /s/ Gary L. Carano Executive Chairman of the Board February 26, 2021 Gary L. Carano /s/ Bonnie Biumi Director February 26, 2021 Bonnie Biumi /s/ Jan Jones Blackhurst Director February 26, 2021 Jan Jones Blackhurst /s/ Frank J. Fahrenkopf Jr. Director February 26, 2021 Frank J. Fahrenkopf Jr. /s/ Don Kornstein Director February 26, 2021 Don Kornstein /s/ Courtney Mather Director February 26, 2021 Courtney Mather /s/ Michael E. Pegram Director February 26, 2021 Michael E. Pegram /s/ David P. Tomick Director February 26, 2021 David P. Tomick 69 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF CAESARS ENTERTAINMENT, INC. Page Reports of Independent Registered Public Accounting Firms 71 Consolidated Balance Sheets 75 Consolidated Statements of Operations 76 Consolidated Statements of Comprehensive (Loss) Income 77 Consolidated Statement s of Stockholders’ Equity 78 Consolidated Statements of Cash Flows 79 Notes to Consolidated Financial Statements 81 70 Report of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of Caesars Entertainment, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Caesars Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2020, the related consolidated statement of operations, comprehensive (loss) income, stockholders’ equity, and cash flow for the year ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flow for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2021, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. Merger with Caesars Entertainment Corporation – Refer to Note 3 to the Financial Statements Critical Audit Matter Description On July 20, 2020, the Company completed the acquisition of Caesars Entertainment Corporation (“Former Caesars”) for total purchase consideration of $10.9 billion. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the total purchase consideration transferred was allocated to the identifiable assets acquired and liabilities assumed based on their respective fair values, which included $3.4 billion of intangible assets and $8.9 billion of goodwill that was assigned to the Former Caesars reporting units. The Company used various income approaches to determine the fair value of the acquired intangible assets and reporting units that were assigned goodwill. These income approaches required management to make significant assumptions and estimates around expected cash flows and projected financial results related to revenues and EBITDA giving effect to expected changes in operating results in future years (collectively the “forecasts”) as well as the selection of discount rates. The forecasts and selection of discount rates included assumptions and estimates around the impact of the COVID-19 public health emergency (“COVID-19”) and the realization of significant identified synergies. Changes in these assumptions and estimates could have a significant impact on the fair value of the intangible assets and reporting units that were assigned goodwill. Therefore, auditing 71 the forecasts and the selection of discount rates involved a higher degree of auditor judgment and subjectivity as well as an increased level of audit effort, including the involvement of valuation specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the forecasts and the selection of discount rates used by management to determine the fair value of the acquired intangible assets and the reporting units that were assigned goodwill included the following: • We tested the effectiveness of the Company’s internal controls over the forecasts and the selection of discount rates. • We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts. • We evaluated the assumptions and estimates included in the forecasts by: 1) comparing the forecasts to information included in the Company’s communications to the Board of Directors, earnings and press releases, gaming industry reports, investor presentations, and analyst reports for the Company and certain of its peer companies; 2) comparing estimated competitive impacts with historical competitive impacts experienced; 3) assessing the impact of COVID-19 relative to published economic, governmental, and gaming and travel industry expectations; and 4) conducting inquiries with property management. • We evaluated management’s ability to accurately estimate the identified synergies by comparing the estimated synergies to actual synergies realized in historical acquisitions completed by the Company. • With the assistance of our valuation specialists, we evaluated the discount rates selected by management, including assessing the impact of the uncertainty in the forecasts, testing the market-based source information underlying the selection of the discount rates and the mathematical accuracy of the discount rate calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management. Goodwill and Intangible Assets – Refer to Note 7 to the Financial Statements Critical Audit Matter Description The Company’s goodwill and indefinite-lived intangible assets balances were $9.7 billion and $3.8 billion, respectively, as of December 31, 2020. The Company performed its annual goodwill and indefinite-lived intangible asset impairment analysis as of October 1, 2020. The Company acquired Former Caesars on July, 20, 2020 and allocated the total purchase consideration transferred to the identifiable assets acquired and liabilities assumed based on their respective fair values, including goodwill and indefinite-lived intangible assets, and therefore, the fair value of the Former Caesars reporting units and indefinite-lived intangible assets do not significantly exceed their respective carrying values. As of October 1, 2020 two of the Company’s other reporting units in the Regional Segment with goodwill totaling $208 million had fair values that did not significantly exceed their respective carrying values. Additionally, for the year ended December 31, 2020 the Company recorded $100 million of goodwill impairments related to five other reporting units in the Regional Segment and $22 million of indefinite-lived intangible asset impairments related to tradenames. The Company’s evaluation of goodwill and indefinite-lived intangible assets for impairment involves the comparison of the fair value of each reporting unit and indefinite-lived intangible asset to its respective carrying value. The Company determines the fair value of its reporting units based on a combination of EBITDA, valuation multiples, and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general. The Company determines the fair value of its indefinite-lived intangible assets using either the relief from royalty method or the excess earnings method under the income approach. The determination of fair value of its reporting units and indefinite-lived intangible assets requires management to make significant assumptions and estimates around the forecasts as well as the selection of discount rates and valuation multiples. Changes in these estimates could have a significant impact on the fair value of the Company’s reporting units and intangible assets and the amount of goodwill or indefinite-lived intangible asset impairments, if any. The forecasts and the selection of discount rates and valuation multiples used to determine the fair value of the Company’s reporting units and indefinite-lived intangible assets involved significant assumptions and estimates around the impact of COVID-19 and the realization of significant identified synergies. Therefore, auditing the forecasts and the selection of discount 72 rates and valuation multiples involved a higher degree of auditor judgment and subjectivity as well as an increased level of audit effort, including the involvement of valuation specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the forecasts and the selection of discount rates and valuation multiples used by management to determine the fair value of the Company’s reporting units and indefinite-lived intangible assets included the following: • We tested the effectiveness of the Company’s internal controls over the forecasts and the selection of discount rates and valuation multiples. • We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts. • We evaluated the assumptions and estimates included in management’s forecasts by: 1) evaluating the impact of qualitative and quantitative factors to the impairment conclusions for the Former Caesars reporting units and indefinite-lived intangible assets subsequent to the acquisition date; 2) comparing the forecasts to information included in the Company’s communications to the Board of Directors, earnings and press releases, gaming industry reports, investor presentations, and analyst reports for the Company and certain of its peer companies; 3) comparing estimated competitive impacts with historical competitive impacts experienced; 4) assessing the impact of COVID-19 relative to published economic, governmental, and gaming and travel industry expectations; and 5) conducting inquiries with property management. • We evaluated management’s ability to accurately estimate the identified synergies by comparing the estimated synergies to actual synergies realized in historical acquisitions completed by the Company. • With the assistance of our valuation specialists, we evaluated the discount rates and valuation multiples selected by management, including assessing the impact of the uncertainty in the forecasts on the discount rates and valuation multiples, testing the market-based source information underlying the selection of both the discount rates and valuation multiples and the mathematical accuracy of the discount rate and valuation multiple calculations, and developing a range of independent estimates and comparing those to the discount rates and valuation multiples selected by management. /s/ DELOITTE & TOUCHE LLP Las Vegas, Nevada February 26, 2021 We have served as the Company’s auditor since 2020. 73 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Caesars Entertainment, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Caesars Entertainment, Inc., (formerly Eldorado Resorts Inc.) (the Company) as of December 31, 2019, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2019, and the related notes and the financial statement schedule listed in the Index at Item 15 (a)(ii) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We served as the Company’s auditor from 2011 to 2020. Las Vegas, Nevada February 27, 2020 74 CAESARS ENTERTAINMENT, INC. CONSOLIDATED BALANCE SHEETS (Dollars in millions) December 31, 2020 December 31, 2019 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,758 $ 206 Restricted cash and investments 2,021 4 Accounts receivable, net 338 54 Due from affiliates 44 4 Inventories 44 18 Prepayments and other current assets 250 66 Assets held for sale ($ 130 and $ 0 attributable to our VIEs) 2,212 253 Total current assets 6,667 605 Investments in and advances to unconsolidated affiliates 173 136 Property and equipment, net 14,333 2,615 Gaming licenses and other intangibles, net 4,253 1,111 Goodwill 9,723 910 Other assets, net 1,236 264 Total assets $ 36,385 $ 5,641 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 67 $ 246 Accounts payable 165 62 Accrued interest 229 36 Accrued other liabilities 1,239 307 Liabilities related to assets held for sale ($ 130 and $ 0 attributable to our VIEs) 885 37 Total current liabilities 2,585 688 Long-term financing obligation 12,295 971 Long-term debt, less current portion 14,073 2,325 Deferred income taxes 1,166 197 Other long-term liabilities 1,232 343 Total liabilities 31,351 4,524 Commitments and contingencies (Note 11) STOCKHOLDERS' EQUITY: Common stock, 300,000,000 shares authorized, 208,049,417 and 77,569,117 issued and outstanding, net of treasury shares, par value $ 0.00001 as of December 31, 2020 and December 31, 2019, respectively — — Paid-in capital 6,382 760 (Accumulated deficit) Retained earnings ( 1,391 ) 366 Treasury stock at cost, 223,823 shares held at December 31, 2020 and 2019 ( 9 ) ( 9 ) Accumulated other comprehensive income 34 — Caesars stockholders' equity 5,016 1,117 Noncontrolling interests 18 — Total stockholders’ equity 5,034 1,117 Total liabilities and stockholders’ equity $ 36,385 $ 5,641 The accompanying notes are an integral part of these consolidated financial statements. 75 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, (In millions, except per share data) 2020 2019 2018 REVENUES: Casino and pari-mutuel commissions $ 2,337 $ 1,808 $ 1,553 Food and beverage 337 301 247 Hotel 450 300 184 Other 350 119 72 Net revenues 3,474 2,528 2,056 EXPENSES: Casino and pari-mutuel commissions 1,197 905 824 Food and beverage 261 239 203 Hotel 170 99 65 Other 140 46 39 General and administrative 882 503 381 Corporate 195 66 46 Impairment charges 215 1 14 Depreciation and amortization 583 222 157 Transaction costs and other operating costs 268 37 17 Total operating expenses 3,911 2,118 1,746 Operating (loss) income ( 437 ) 410 310 OTHER EXPENSE: Interest expense, net ( 1,174 ) ( 286 ) ( 172 ) Loss on extinguishment of debt ( 197 ) ( 8 ) — Other (loss) income 176 9 ( 3 ) Total other expense ( 1,195 ) ( 285 ) ( 175 ) (Loss) income from continuing operations before income taxes ( 1,632 ) 125 135 Provision for income taxes ( 126 ) ( 44 ) ( 40 ) Net (loss) income from continuing operations, net of income taxes ( 1,758 ) 81 95 Discontinued operations, net of income taxes — — — Net (loss) income ( 1,758 ) 81 95 Net loss attributable to noncontrolling interests 1 — — Net (loss) income attributable to Caesars $ ( 1,757 ) $ 81 $ 95 Net (loss) income per share - basic and diluted: Basic (loss) income per share $ ( 13.50 ) $ 1.04 $ 1.23 Diluted (loss) income per share $ ( 13.50 ) $ 1.03 $ 1.22 Weighted average basic shares outstanding 130 78 77 Weighted average diluted shares outstanding 130 79 78 The accompanying notes are an integral part of these consolidated financial statements. 76 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Years Ended December 31, (In millions) 2020 2019 2018 Net (loss) income $ ( 1,758 ) $ 81 $ 95 Foreign currency translation adjustments 9 — — Change in fair market value of interest rate swaps, net of tax 26 — — Other comprehensive income, net of tax 35 — — Comprehensive (loss) income ( 1,723 ) 81 95 Amounts attributable to noncontrolling interests: Net loss (income) attributable to noncontrolling interests 1 — — Foreign currency translation adjustments ( 1 ) — — Comprehensive loss (income) attributable to noncontrolling interests — — — Comprehensive (loss) income attributable to Caesars $ ( 1,723 ) $ 81 $ 95 The accompanying notes are an integral part of these consolidated financial statements. 77 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Caesars Stockholders' Equity Common Stock Treasury Stock (In millions) Shares Amount Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income Amount Noncontrolling interests Total Stockholders' Equity Balance, January 1, 2018 76 $ — $ 747 $ 195 $ — $ — $ — $ 942 Issuance of restricted stock units 1 — 13 — — — — 13 Purchase of treasury shares — — — — — ( 9 ) — ( 9 ) Net income — — — 95 — — — 95 Shares withheld related to net share settlement of stock awards — — ( 12 ) — — — — ( 12 ) Balance, December 31, 2018 77 — 748 290 — ( 9 ) — 1,029 Cumulative change in accounting principle, net of tax — — — ( 5 ) — — — ( 5 ) Issuance of restricted stock units 1 — 20 — — — — 20 Net income — — — 81 — — — 81 Shares withheld related to net share settlement of stock awards — — ( 8 ) — — — — ( 8 ) Balance, December 31, 2019 78 — 760 366 — ( 9 ) — 1,117 Issuance of restricted stock units 1 — 72 — — — — 72 Issuance of common stock, net 67 — 3,172 — — — — 3,172 Net loss — — — ( 1,757 ) — — ( 1 ) ( 1,758 ) Shares issued to Former Caesars shareholders 62 — 2,381 — — — — 2,381 Former Caesars replacement awards — — 24 — — — — 24 Other comprehensive income, net of tax — — — — 34 — 1 35 Shares withheld related to net share settlement of stock awards — — ( 16 ) — — — — ( 16 ) Acquired noncontrolling interests — — ( 18 ) — — — 18 — Other — — 7 — — — — 7 Balance, December 31, 2020 208 $ — $ 6,382 $ ( 1,391 ) $ 34 $ ( 9 ) $ 18 $ 5,034 The accompanying notes are an integral part of these consolidated financial statements. 78 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, (In millions) 2020 2019 2018 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ ( 1,758 ) $ 81 $ 95 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 583 222 157 Amortization of deferred financing costs, discount and debt premium 156 18 8 Provision for doubtful accounts 29 1 2 Deferred revenue ( 11 ) ( 7 ) — Loss on extinguishment of debt 197 8 — Non-cash lease amortization 14 3 1 Unrealized (gain) loss on restricted investment ( 34 ) ( 9 ) 3 Stock compensation expense 78 20 13 Loss (gain) on sale of businesses and disposal of property and equipment ( 7 ) ( 50 ) 1 Impairment charges 215 1 14 (Benefit) provision for deferred income taxes 176 ( 2 ) 34 Change in fair value of derivative ( 9 ) — — Foreign currency transaction gain ( 129 ) — — Other non-cash adjustments to net (loss) income ( 1 ) 3 ( 1 ) Change in operating assets and liabilities: Accounts receivable ( 70 ) 5 6 Prepaid expenses and other assets 6 10 — Income taxes (receivable) payable ( 40 ) ( 22 ) 7 Accounts payable, accrued expenses and other liabilities 27 31 ( 17 ) Other ( 4 ) — — Net cash (used in) provided by operating activities ( 582 ) 313 323 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment, net ( 163 ) ( 171 ) ( 147 ) Former Caesars acquisition, net of cash acquired ( 6,394 ) — — Acquisition of gaming rights ( 35 ) — — Purchase of restricted investments — — ( 8 ) Proceeds from sale of businesses, property and equipment, net of cash sold 366 536 1 Proceeds from the sale of investments 25 5 — Net cash used in business combinations — — ( 1,113 ) Proceeds from insurance related to property damage 17 — — Investments in unconsolidated affiliates ( 1 ) ( 1 ) ( 1 ) Other 6 — — Net cash (used in) provided by investing activities ( 6,179 ) 369 ( 1,268 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt and revolving credit facilities 9,765 33 1,161 Repayments of long-term debt and revolving credit facilities ( 3,742 ) ( 736 ) ( 70 ) Proceeds from sale-leaseback financing arrangement 3,224 — — Financing obligation payments ( 49 ) — — Debt issuance and extinguishment costs ( 356 ) ( 1 ) ( 26 ) Proceeds from issuance of common stock 2,718 — — Cash paid to settle convertible notes ( 903 ) — — Taxes paid related to net share settlement of equity awards ( 16 ) ( 8 ) ( 12 ) Purchase of treasury stock — — ( 9 ) Net cash (used in) provided by financing activities 10,641 ( 712 ) 1,044 79 Years Ended December 31, (In millions) 2020 2019 2018 CASH FLOWS FROM DISCONTINUED OPERATIONS: Cash flows from operating activities 11 — — Cash flows from investing activities ( 6 ) — — Net cash from discontinued operations 5 — — Change in cash, cash equivalents, and restricted cash classified as assets held for sale ( 15 ) — — Effect of foreign currency exchange rates on cash 129 — — Increase (decrease) in cash, cash equivalents and restricted cash 3,999 ( 30 ) 99 Cash, cash equivalents and restricted cash, beginning of period 217 247 148 Cash, cash equivalents and restricted cash, end of period $ 4,216 $ 217 $ 247 RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents $ 1,758 $ 206 $ 231 Restricted cash 2,021 4 9 Restricted and escrow cash included in other noncurrent assets 437 7 7 Total cash, cash equivalents and restricted cash $ 4,216 $ 217 $ 247 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ 892 $ 277 $ 166 Income taxes (refunded) paid, net ( 7 ) 51 ( 4 ) NON-CASH INVESTING AND FINANCING ACTIVITIES: Payables for capital expenditures 40 11 12 Exchange for sale-leaseback financing obligation 246 — — Shares issued to settle convertible notes 454 — — Shares issued to Former Caesars shareholders 2,381 — — The accompanying notes are an integral part of these consolidated financial statements. 80 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements include the accounts of Caesars Entertainment, Inc., a Delaware corporation formerly known as Eldorado Resorts, Inc. (“ERI” or “Eldorado”), and its consolidated subsidiaries which may be referred to as the “Company,” “CEI,” “Caesars,” “we,” “our,” or “us” within these financial statements. We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) as our “Statements of Operations,” (iii) our Consolidated Balance Sheets as our “Balance Sheets,” and (iv) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows.” References to numbered “Notes” refer to Notes to our Consolidated Financial Statements included herein. Note 1 . Organization and Basis of Presentation Organization The Company is a geographically diversified gaming and hospitality company that was founded in 1973 by the Carano family with the opening of the Eldorado Hotel Casino in Reno, Nevada. The Company partnered with MGM Resorts International to build Silver Legacy Resort Casino (“Silver Legacy”) in Reno, Nevada in 1993 and, beginning in 2005, grew through a series of acquisitions, including the acquisition of Eldorado Resort Casino Shreveport (“Eldorado Shreveport”) in 2005, MTR Gaming Group, Inc. in 2014, Circus Circus Reno and the 50 % membership interest in the Silver Legacy that was owned by MGM Resorts International in 2015, Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”) in 2017 and Grand Victoria Casino (“Elgin”) and Tropicana Entertainment, Inc. (“Tropicana”) in 2018. On July 20, 2020, the Company completed the merger with Caesars Entertainment Corporation (“Former Caesars”) pursuant to which Former Caesars became a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, the Company currently owns, leases or manages an aggregate of 54 domestic properties in 16 states with approximately 54,600 slot machines, video lottery terminals (“VLTs”) and e-tables, approximately 3,200 table games and approximately 47,700 hotel rooms as of December 31, 2020. We also have international operations in five countries outside of the U.S. In addition, we have other domestic and international properties that are authorized to use the brands and marks of Caesars Entertainment, Inc., as well as other non-gaming properties. Upon completion of our previously announced sales, or expected sales of certain gaming properties, we expect to continue to own, lease or manage 48 properties. See Note 19. The Company’s primary source of revenue is generated by gaming operations, and the Company utilizes its hotels, restaurants, bars, entertainment, racing, sportsbook offerings, retail shops and other services to attract customers to its properties. In connection with the Merger, Caesars Entertainment Corporation changed its name to “Caesars Holdings, Inc.” and Eldorado Resorts, Inc. converted into a Delaware corporation and changed its name to “Caesars Entertainment, Inc.” In addition, effective as of July 21, 2020 the Company’s ticker symbol on the NASDAQ Stock Market changed from “ERI” to “CZR”. In connection with the Merger, the Company also entered into a Master Transaction Agreement (the “MTA”) with VICI Properties L.P., a Delaware limited partnership (“VICI”), pursuant to which, among other things, the Company agreed to consummate certain sale and leaseback transactions and amend certain lease agreements with VICI and/or its affiliates, with respect to certain property described in the MTA. See Note 3 for further discussion of the Merger and related transactions. On January 11, 2019 and March 8, 2019, respectively, the Company completed its sales of Presque Isle Downs & Casino (“Presque”) and Lady Luck Casino Nemacolin (“Nemacolin”), which are both located in Pennsylvania. On December 6, 2019, the Company completed its sales of Mountaineer Casino, Racetrack and Resort (“Mountaineer”), Isle Casino Cape Girardeau (“Cape Girardeau”) and Lady Luck Casino Caruthersville (“Caruthersville”). Mountaineer is located in West Virginia and Cape Girardeau and Caruthersville are located in Missouri. On July 1, 2020, the Company completed the sales of Isle of Capri Casino Kansas City (“Kansas City”) and Lady Luck Casino Vicksburg (“Vicksburg”). On September 30, 2020, the Company completed the sale of Harrah’s Reno. On April 24, 2020, the Company entered into a definitive purchase agreement with Twin River Worldwide Holdings, Inc. (“Twin River” or subsequently, “Bally’s Corporation”) and certain of its affiliates for the sale of the equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties Tahoe, LLC, the entities that hold Eldorado Resort Casino Shreveport (“Eldorado Shreveport”) and MontBleu Casino Resort & Spa (“MontBleu”), for aggregate consideration of $ 155 million, subject to a customary working capital adjustment. The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals. The sale of Eldorado Shreveport closed on December 23, 2020 for $ 140 million, subject to a customary working capital adjustment, and the sale of MontBleu is expected to close in the first half of 2021. 81 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) On September 3, 2020, the Company and VICI entered into an agreement to sell Harrah’s Louisiana Downs Casino, Racing & Entertainment (“Harrah’s Louisiana Downs”) to Rubico Acquisition Corp. for $ 22 million, subject to a customary working capital adjustment, which proceeds will be split between the Company and VICI. The sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals and is expected to close in the first half of 2021. In connection with its review of the Merger, the Indiana Gaming Commission determined on July 16, 2020 that, as a condition to their approval of the Merger, the Company is required to enter into agreements to divest of three properties within the state of Indiana in order to avoid undue economic concentration. As discussed below, the Company has entered into agreements to sell Tropicana Evansville (“Evansville”) and Caesars Southern Indiana. The Company plans to enter into an agreement to divest Horseshoe Hammond prior to December 31, 2021, as the deadline was extended by the Indiana Gaming Commission. On October 27, 2020, the Company entered into an agreement to sell Evansville to GLPI and Twin River for $ 480 million in cash, subject to a customary working capital adjustment. The sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals and is expected to close in mid-2021. Also on October 27, 2020, in conjunction with the execution of the agreement to sell Evansville, the Company’s subsidiaries, Isle Casino Bettendorf and Isle Casino Hotel Waterloo (collectively, the “Exchanging Subsidiaries”), entered into an Exchange Agreement with GLPI pursuant to which the Exchanging Subsidiaries agreed to transfer the real estate relating to the Isle Casino Bettendorf and Isle Casino Hotel Waterloo to GLPI in exchange for the real estate relating to Evansville. The exchange transaction closed on December 18, 2020 and as a result of the lease being classified as a financing obligation the exchange was accounted for as a debt modification. As a result of the exchange, the real estate relating to Evansville was removed from the master lease with GLPI that we entered into in connection with the acquisition of Tropicana (the “GLPI Master Lease”) and the real estate relating to Isle Casino Bettendorf and Isle Casino Hotel Waterloo is now subject to the GLPI Master Lease. On November 18, 2020, the sale of Bally's Atlantic City to Bally’s Corporation was completed for $ 25 million, of which, we received 25 % and VICI received 75 %. In addition, on October 9, 2020, we reached an agreement to sell the Bally’s brand to Bally’s Corporation for $ 20 million, while retaining the right to use the brand within Bally’s Las Vegas into perpetuity. Caesars agreed to reimburse Bally’s Corporation $ 30 million for capital expenditures required at Bally’s Atlantic City and recorded a liability within Accrued other liabilities and recorded a charge to Discontinued operations, net of income taxes. Our commitment will be satisfied by adjusting obligations under certain sportsbook operating agreements between Bally’s Corporation and the Company following our expected acquisition of William Hill. On December 1, 2020, the Company entered into an agreement to sell the Belle of Baton Rouge (“Baton Rouge”) to CQ Holding Company, Inc. Pursuant to the terms of the GLPI Master Lease, Baton Rouge will be removed from the GLPI Master Lease, and the rent payments to GLPI will remain unchanged. GLPI will retain ownership of the real estate of Baton Rouge. The transaction is expected to close in mid-2021 and is subject to regulatory approvals and other customary closing conditions. On December 24, 2020, the Company entered into agreement to sell Caesars Southern Indiana to Eastern Band of Cherokee Indians (“EBCI”) for $ 250 million, subject to a customary working capital adjustment. Caesar’s annual payments to VICI under the Regional Lease (as defined below) will decline by $ 33 million upon closing of the transaction. Additionally, effective as of the closing of the transaction, Caesars and EBCI will enter into a long-term agreement for the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana. The sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals and is expected to close in the third quarter of 2021. Former Caesars properties, including Harrah’s Louisiana Downs, Caesars Southern Indiana, Horseshoe Hammond, Harrah’s Reno, Caesars UK group, including Emerald Resort & Casino, and Bally’s Atlantic City, have met held for sale criteria as of the date of the closing of the Merger. The sales of these properties have or are expected to close within one year from the date of the closing of the Merger and the properties are classified as discontinued operations. Proposed Acquisition of William Hill The Company has entered into agreements, which became effective January 29, 2019, with William Hill plc and William Hill U.S. Holdco, Inc. (“William Hill US”), its U.S. subsidiary (together, “William Hill”) which granted to William Hill the right to conduct betting activities, including operating certain of our sportsbooks, in retail channels under certain skins (described below) for online channels with respect to the Company’s current and future properties, and conduct certain real money online gaming activities. The Company received a 20 % ownership interest in William Hill US as well as 13 million ordinary shares of William Hill plc, which carry certain time restrictions on when they can be sold. See Note 5 related to the investments in William Hill. Additionally, the Company receives a profit share from the operations of sports betting and other gaming activities associated with the Company’s properties. 82 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) On September 30, 2020, the Company announced that it had reached an agreement with William Hill plc on the terms of a recommended cash acquisition pursuant to which the Company would acquire the entire issued and to be issued share capital (other than shares owned by the Company or held in treasury) of William Hill plc, in an all-cash transaction of approximately £ 2.9 billion, or $ 3.7 billion . To provide liquidity to fund the cash purchase price for the proposed acquisition, the Company entered into various financing transactions. On September 25, 2020, the Company borrowed $ 900 million under the CEI Revolving Credit Facility (defined below), which was fully repaid in October 2020. See Note 12. O n October 1, 2020, the Company raised approximately $ 1.9 billion through a public offering of Company Common Stock, which was deposited into an escrow account. As of December 31, 2020, these funds in escrow were classified as restricted cash and will remain restricted until the proposed acquisition of William Hill plc closes. See Note 15. In order to manage the risk of appreciation of the GBP denominated purchase price the Company has entered into a foreign exchange forward contract. See Note 8 . In connection with the proposed acquisition of William Hill plc, on September 29, 2020, the Company entered into a debt financing commitment letter pursuant to which the lenders party thereto have committed to arrange and provide a newly formed subsidiary of the Company with (a) a £ 1.0 billion senior secured 540-day bridge loan facility, (b) a £ 116 million senior secured 540-day revolving credit facility and (c) a £ 503 million senior secured 60-day bridge loan facility (collectively, the “Debt Financing”). The proceeds of the Debt Financing will be used (i) to pay a portion of the cash consideration for the proposed acquisition, (ii) to refinance certain of William Hill plc's and its subsidiaries' existing debt, (iii) to pay fees and expenses related to the acquisition and related transactions and (iv) for working capital and general corporate purposes. Pending negotiation of the loan agreement for the Debt Financing, on October 6, 2020, a newly formed subsidiary of the Company entered into a £ 1.5 billion interim facilities agreement (the “Interim Facilities Agreement”) with Deutsche Bank AG, London Branch and JPMorgan Chase Bank, N.A. to provide: (a) a 90-day £ 1.0 billion interim asset sale bridge facility and (b) a 90-day £ 503 million interim cash confirmation bridge facility, which agreement will be terminated upon the execution of the loan agreement for the Debt Financing. The transaction is conditioned on, among other things, the approval of William Hill plc shareholders, which was received on November 19, 2020, and receipt of required regulatory approvals. On December 28, 2020, we obtained the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) relating to the proposed combination with William Hill plc. A final UK court hearing is scheduled for the last week of March 2021 and we expect to close the acquisition shortly thereafter. Basis of Presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. Management believes the accounting estimates are appropriate and reasonably determined. Actual amounts could differ from those estimates. The executive decision maker of the Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of the Company’s casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. Prior to the Merger, our principal operating activities occurred in five geographic regions and reportable segments: West, Midwest, South, East and Central, in addition to Corporate and Other. Following the Merger, the Company’s principal operating activities occur in three regionally-focused reportable segments. The reportable segments are based on the similar characteristics of the operating segments with the way management assesses these results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactions between these reportable segments within Caesars: (1) Las Vegas, (2) Regional, and (3) Managed, International, CIE, in addition to Corporate and Other. See Note 19 for a listing of properties included in each segment. The presentation of financial information herein for the period after the Company’s acquisition of Former Caesars on July 20, 2020 is not fully comparable to the periods prior to the acquisition. In addition, the presentation of financial information herein for the periods after the Company’s sales of various properties are not fully comparable to the periods prior to their respective sale dates. See Note 4 for details. Consolidation of Subsidiaries and Variable Interest Entities Our consolidated financial statements include the accounts of Caesars and its subsidiaries after elimination of all intercompany accounts and transactions. All significant intercompany transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and VIEs for which we or one of our consolidated subsidiaries is the primary beneficiary. Control generally equates to ownership percentage, whereby (i) affiliates 83 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) that are more than 50% owned are consolidated; (ii) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where we have determined that we have significant influence over the entities; and (iii) investments in affiliates of 20% or less are generally accounted for as investments in equity securities. We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the results of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review our investments for VIE consideration if a reconsideration event occurs to determine if the investment continues to qualify as a VIE. If we determine an investment no longer qualifies as a VIE, there may be a material effect to our financial statements. Consolidation of Korea Joint Venture The Company has a joint venture to acquire, develop, own, and operate a casino resort project in Incheon, South Korea (the “Korea JV”). We determined that the Korea JV is a VIE and the Company is the primary beneficiary, and therefore, we consolidate the Korea JV into our financial statements. As of December 31, 2020, the assets and liabilities of the Korea JV were classified as held for sale. The sale subsequently closed on January 21, 2021. See Note 4. Recent Developments Related to COVID-19 In January 2020, an outbreak of a new strain of coronavirus (“COVID-19”) was identified and has since spread throughout much of the world, including the United States. All of the Company’s casino properties were temporarily closed for the period from mid-March 2020 through mid-May 2020 due to orders issued by various government agencies and tribal bodies as part of certain precautionary measures intended to help slow the spread of the COVID-19 public health emergency. On May 15, 2020, the Company began reopening properties and has resumed certain operations at substantially all of our properties as of December 31, 2020, with the exception of additional temporary closures of Caesars Windsor, Harrah’s Philadelphia, and our properties in Illinois. Subsequently, Harrah’s Philadelphia and our properties in Illinois have reopened. The COVID-19 public health emergency has had a material adverse effect on the Company’s business, financial condition and results of operations for the year ended December 31, 2020. The Company continued to pay its full-time employees through April 10, 2020, including tips and tokens. Effective April 11, 2020, the Company furloughed approximately 90 % of its employees, implemented salary reductions and committed to continue to provide benefits to its employees during the duration of their respective furlough period. A portion of the Company’s workforce has returned to service as the properties have resumed with limited capacities and in compliance with operating restrictions imposed by governmental or tribal orders, directives, and guidelines. Due to a triggering event resulting from the COVID-19 public health emergency, the Company recognized impairment charges related to goodwill and trade names during the year ended December 31, 2020. See Note 7 for details. Due to the impact of the ongoing COVID-19 public health emergency on the Company’s results of operations, in June 2020 the Company obtained waivers on the financial covenants in its Former Caesars credit facility agreement and the GLPI Master Lease. In addition, Former Caesars obtained a waiver of the financial covenant in the credit agreement by and among Caesars Resort Collection, LLC and the lenders thereunder (the “CRC Credit Agreement”). Furthermore, the Company obtained waivers from VICI in relation to annual capital expenditure requirements for 2020. See Note 12 for details. The extent of the ongoing and future effects of the COVID-19 public health emergency on the Company’s business and the casino resort industry generally is uncertain, but the Company expects that it will continue to have a significant impact on its business, results of operations and financial condition. The extent and duration of the impact of COVID-19 will ultimately depend on future developments, including but not limited to, the duration and severity of the outbreak, restrictions on operations imposed by governmental authorities, the potential for authorities reimposing stay at home orders or additional restrictions in response to continued developments with the COVID-19 public health emergency, the Company’s ability to adapt to evolving operating procedures, the impact on consumer demand and discretionary spending, the length of time it takes for demand to return, the efficacy and availability of vaccines and the Company’s ability to adjust its cost structures for the duration of the outbreak’s effect on its operations. Note 2. Summary of Significant Accounting Policies Additional significant accounting policy disclosures are provided within the applicable notes to the Financial Statements. Cash and Cash Equivalents. Cash equivalents include investments in money market funds that can be redeemed immediately at the current net asset value per share. A money market fund is a mutual fund whose investments are primarily in short-term debt securities designed to maximize current income with liquidity and capital preservation, usually maintaining per share net asset value at a constant amount, such as one dollar. Cash and cash equivalents also include cash maintained for gaming operations. The carrying amounts approximate the fair value because of the short maturity of those instruments (Level 1). 84 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Restricted Cash and Investments. The significant portion of our restricted cash relates to $ 1.9 billion, which was primarily raised from the proceeds of our sale of common stock to fund a portion of the purchase price for the proposed acquisition of William Hill (See Note 1) . Restricted cash also includes certificates of deposit and cash restricted under certain operating agreements or restricted for future capital expenditures in the normal course of business. Investments consist primarily of debt and equity securities, held by the Company’s captive insurance subsidiaries, which are regularly purchased with the intention to resell in the short term. Restricted investments include shares acquired in conjunction with the Company’s sports betting agreements with William Hill that contain restrictions related to the ability to liquidate shares within a specified timeframe. The trading securities are carried at fair value with changes in fair value recognized in current period income (See Note 8). Advertising. Advertising costs are expensed in the period the advertising initially takes place and are included in marketing and promotions expenses within operating expenses. Advertising costs included in marketing and promotion expenses were $ 64 million, $ 29 million and $ 34 million for the years ended December 31, 2020, 2019 and 2018, respectively. Reclassifications Certain reclassifications of prior year presentations have been made to conform to the current period presentation. Marketing and promotions expense previously disclosed for the years ended December 31, 2019 and 2018 has been reclassified to Casino and pari-mutuel commissions expense and General and administrative expense based on the nature of the expense. Recently Issued Accounting Pronouncements Pronouncements Implemented in 2020 In June 2016 (modified in November 2018), the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses related to the timing of recognizing impairment losses on financial assets. The new guidance lowers the threshold on when losses are incurred, from a determination that a loss is probable to a determination that a loss is expected. The guidance is effective for interim and annual periods beginning after December 15, 2019. Adoption of the guidance required a modified-retrospective approach and a cumulative adjustment to retained earnings to the first reporting period that the update is effective. The Company adopted the new guidance on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). This generally means that an intangible asset is recognized for the software license and, to the extent that the payments attributable to the software license are made over time, a liability also is recognized. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract. This generally means that the fees associated with the hosting element (service) of the arrangement are expensed as incurred. The amendment was effective for annual and interim periods beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This amendment modifies the disclosure requirements for fair value measurements and was effective for annual and interim periods beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General. This amendment improves disclosures over defined benefit plans and is effective for interim and annual periods ending after December 15, 2020 with early adoption allowed. The Company adopted the new guidance on January 1, 2021, which did not have a material impact on the Company’s Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. This amendment modifies accounting guidelines for income taxes and is effective for annual and interim periods beginning after December 15, 2020 with early adoption allowed. We adopted the new guidance during the fourth quarter of 2020 on a prospective basis for each topic applicable to the Company, with the exception of amendments related to entities not subject to tax, which was applied retrospectively. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements. 85 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Pronouncements to Be Implemented in Future Periods In March 2020, the FASB issued ASU 2020-04 (amended through January 2021), Reference Rate Reform. The amendments in this update are intended to provide relief to the companies that have contracts, hedging relationships or other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate which is expected to be discontinued because of reference rate reform on a prospective basis. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions if certain criteria are met. The adoption of, and future elections under, ASU 2020-04 are not expected to have a material impact on our Consolidated Financial Statements as the standard will ease, if warranted, the requirements for accounting for the future effects of the rate reform. The amendments in this update are effective as of March 12, 2020 and companies may elect to apply the amendments prospectively through December 31, 2022. The Company has not yet adopted this new guidance as of December 31, 2020 and is evaluating the qualitative and quantitative effect the new guidance will have on its Consolidated Financial Statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options and Derivatives and Hedging. This update amends guidance on convertible instruments and the guidance on derivative scope exception for contracts in an entity’s own equity. The amendments for convertible instruments reduce the number of accounting models for convertible debt instruments and convertible preferred stock. In addition, the amendments provide guidance on instruments that will continue to be subject to separation models and improves disclosure for convertible instruments and guidance for earnings per share. Furthermore, the update amends guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. These amendments should be applied on either a modified retrospective basis or a fully retrospective basis. The Company is currently assessing the effect the adoption of this standard will have on our prospective financial statements. Note 3 . Acquisitions, Purchase Price Accounting and Pro forma Information Merger with Caesars Entertainment Corporation On July 20, 2020, the Merger was consummated and Former Caesars became a wholly-owned subsidiary of the Company. The strategic rationale for the Merger includes, but is not limited to, the following: • Creation of the largest owner, operator and manager of domestic gaming assets • Diversification of the Company’s domestic footprint • Access to iconic brands, rewards programs and new gaming opportunities expected to enhance customer experience • Realization of significant identified synergies The total purchase consideration for Former Caesars was $ 10.9 billion. The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value. (In millions) Consideration Cash consideration paid $ 6,090 Shares issued to Former Caesars shareholders 2,381 Cash paid to retire Former Caesars debt 2,356 Other consideration paid 48 Total purchase consideration $ 10,875 Based on the closing price of $ 38.24 per share of the Company’s common stock, par value $ 0.00001 per share (“Company Common Stock”), reported on NASDAQ on July 20, 2020, the aggregate implied value of the aggregate merger consideration paid to former holders of Former Caesars common stock in connection with the Merger was approximately $ 8.5 billion, including approximately $ 2.4 billion in the Company Common Stock and approximately $ 6.1 billion in cash. The aggregate merger consideration transferred also included approximately $ 2.4 billion related to the repayment of certain outstanding debt balances of Former Caesars and approximately $ 48 million of other consideration paid which includes $ 19 million related to a transaction success fee, for the benefit of Former Caesars, and $ 29 million for the replacement of equity awards of certain employees attributable to services provided prior to the Merger. Pursuant to the Merger, each share of Former Caesars common stock was converted into the right to receive, at the election of the holder thereof and subject to proration, approximately $ 12.41 of cash consideration or approximately 0.3085 shares of Company Common Stock, with a value equal to approximately $ 12.41 in cash (based on the volume weighted average price per share of Company Common Stock for the 10 trading days ending on July 16, 2020). Following the consummation of the Merger, stockholders of the Company and stockholders of Former Caesars held approximately 61 % and 39 %, respectively, of the outstanding shares of Company Common Stock. 86 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Preliminary Purchase Price Allocation The fair values are based on management’s analysis including preliminary work performed by third party valuation specialists, which are subject to finalization over the one-year measurement period. The purchase price accounting for Former Caesars is preliminary as it relates to determining the fair value of certain assets and liabilities, including goodwill, and is subject to change. The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Former Caesars, with the excess recorded as goodwill as of December 31, 2020: (In millions) Fair Value Current and other assets $ 4,149 Property and equipment 12,691 Goodwill 8,922 Intangible assets (a) 3,364 Other noncurrent assets 676 Total assets $ 29,802 Current liabilities $ 1,836 Financing obligation 8,149 Long-term debt 6,591 Noncurrent liabilities 2,333 Total liabilities 18,909 Noncontrolling interests 18 Net assets acquired $ 10,875 ____________________ (a) Intangible assets consist of gaming licenses valued at $ 388 million, trade names valued at $ 2.1 billion, the Caesars Rewards programs valued at $ 523 million and customer relationships valued at $ 403 million. As noted above, the preliminary purchase price allocation is subject to a measurement period and has since been revised during the fourth quarter ended December 31, 2020, from our initial estimates. The net impact of these changes in our initial valuations was a $ 273 million increase to goodwill. Changes included a $ 115 million decrease to current and other assets, a $ 39 million decrease in property and equipment, a $ 185 million decrease in intangible assets, and an $ 8 million decrease in other noncurrent assets. Additionally, current liabilities were decreased by $ 60 million, the assumed financing obligation was increased by $ 15 million and noncurrent liabilities were decreased by $ 29 million. The effect of these revisions during the fourth quarter did not have a material impact on our Statement of operations. The fair values of the assets acquired and liabilities assumed were determined using the market, income, and cost approaches, or a combination. Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Former Caesars acquisition make use of Level 3 inputs, such as expected cash flows and projected financial results. The market approach indicates value for a subject asset based on available market pricing for comparable assets. Trade receivables and payables and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the Former Caesars acquisition date. Assets and liabilities held for sale are recorded at fair value, less costs to sell, based on the agreements reached as of the acquisition date, or an income approach. Certain financial assets acquired were determined to have experienced more than insignificant deterioration of credit quality since origination. A reconciliation of the difference between the purchase price of financial assets, including acquired markers, and the face value of the assets is as follows: (In millions) Purchase price of financial assets $ 95 Allowance for credit losses at the acquisition date based on the acquirer’s assessment 89 Discount / (premium) attributable to other factors 2 Face value of financial assets $ 186 The fair value of land was determined using the sales comparable approach. The market data is then adjusted for any significant differences, to the extent known, between the identified comparable sites and the site being valued. The value of building and site improvements was estimated via the income approach. Other personal property assets such as furniture, gaming and computer equipment, fixtures, computer software, and restaurant equipment were valued using the cost approach which is based 87 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) on replacement or reproduction costs of the asset. The cost approach is an estimation of fair value developed by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors: physical deterioration, functional obsolescence, and/or economic obsolescence. Non-amortizing intangible assets acquired primarily include trademarks, Caesars Rewards and gaming rights. The fair value for these intangible assets was determined using either the relief from royalty method and excess earnings method under the income approach or a replacement cost market approach. Trademarks and Caesars Rewards were valued using the relief from royalty method, which presumes that without ownership of such trademarks or loyalty program, the Company would have to make a stream of payments to a brand or franchise owner in return for the right to use their name or program. By virtue of this asset, the Company avoids any such payments and records the related intangible value of the Company’s ownership of the brand name or program. The acquired Trademarks, including Caesars Rewards are indefinite lived intangible assets. Customer relationships are valued using an income approach, comparing the prospective cash flows with and without the customer relationships in place to estimate the fair value of the customer relationships, with the fair value assumed to be equal to the discounted cash flows of the business that would be lost if the customer relationships were not in place and needed to be replaced. We estimate the useful life of these customer relationships to be approximately seven years . Gaming rights include our gaming licenses in various jurisdictions and may have indefinite lives or an estimated useful life. The fair value of the gaming rights was determined using the excess earnings or replacement cost methodology, based on whether the license resides in gaming jurisdictions where competition is limited to a specified number of licensed gaming operators. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the gaming license intangible asset, which is net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets. The replacement cost of the gaming license was used as an indicator of fair value. The acquired gaming rights have indefinite lives, with the exception of one jurisdiction in which we estimate the useful life of the license to be approximately 34 years. Goodwill is the result of expected synergies from the operations of the combined company and the assembled workforce of Former Caesars. The final assignment of goodwill to reporting units has not been completed. The goodwill acquired will not generate amortization deductions for income tax purposes. The fair value of long-term debt has been calculated based on market quotes. The fair value of the financing obligations were calculated as the net present value of both the fixed base rent payments and the forecasted variable payments plus the expected residual value of the land and building returned at the end of the expected usage period. The Company recognized acquisition-related transaction costs in connection with the merger with Former Caesars of $ 160 million and $ 80 million for the years ended December 31, 2020 and 2019, respectively. These costs were associated with legal, IT costs, internal labor and professional services and were recognized as Transaction costs and other operating costs in our Consolidated Statements of Operations. For the period of July 20, 2020 through December 31, 2020, Former Caesars generated net revenues of $ 2.0 billion and net loss of $ 1.2 billion. Tropicana Acquisition Summary On April 15, 2018, the Company announced that it had entered into a definitive agreement to acquire Tropicana in a cash transaction valued at $ 1.9 billion (the “Tropicana Acquisition”). At the closing of the transaction on October 1, 2018, a subsidiary of the Company merged into Tropicana and Tropicana became a wholly-owned subsidiary of the Company. Immediately prior to the merger, Tropicana sold Tropicana Aruba Resort and Casino and Gaming and Leisure Properties, Inc. (“GLPI”) acquired substantially all of Tropicana’s real estate, other than the real estate underlying MontBleu and Lumière, for approximately $ 964 million. The Company acquired Tropicana’s operations and certain real estate for $ 927 million. Substantially concurrently with the acquisition of the real estate portfolio by GLPI, the Company also entered into a triple net master lease with GLPI (the “Master Lease”) (see Note 10). The Company funded the purchase of the real estate underlying Lumière with the proceeds of a $ 246 million loan and funded the remaining consideration payable with cash on hand at the Company and Tropicana, borrowings under the Company’s revolving credit facility and proceeds from the Company’s offering of $ 600 million in aggregate principal amount of 6 % senior notes due 2026. These instruments were refinanced during 2020 (see Note 12). Transaction expenses related to the Tropicana Acquisition totaled $ 4 million for the year ended December 31, 2019. 88 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Final Purchase Price Accounting The total purchase consideration for the Tropicana Acquisition was $ 927 million. The purchase consideration in the acquisition was determined with reference to its acquisition date fair value. (In millions) Consideration Cash consideration paid $ 640 Lumière Loan 246 Cash paid to retire Tropicana's long-term debt 35 ERI portion of taxes due 6 Purchase consideration $ 927 The fair values are based on management’s analysis including work performed by third party valuation specialists. The following table summarizes the final allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Tropicana, with the excess recorded as goodwill as of December 31, 2019: (In millions) Fair Value Current and other assets $ 179 Property and equipment 436 Property subject to the financing obligation 957 Goodwill 211 Intangible assets (a) 248 Other noncurrent assets 55 Total assets $ 2,086 Current liabilities $ 175 Financing obligation to GLPI 957 Noncurrent liabilities 27 Total liabilities 1,159 Net assets acquired $ 927 ____________________ (a) Intangible assets consist of gaming licenses valued at $ 125 million, trade names valued at $ 67 million and customer relationships valued at $ 56 million. As of September 30, 2019, the Company finalized its valuation procedures and adjusted the Tropicana preliminary purchase price accounting to their final values. The net impact of these changes was a $ 9 million decrease to goodwill. Changes included a $ 16 million increase to other noncurrent assets primarily related to certain long-term receivables offset by $ 7 million of other changes to liabilities. Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Tropicana Acquisition make use of Level 3 inputs including discounted cash flows. Trade receivables and payables, inventories and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the Tropicana Acquisition date. The fair value of land (excluding the real property acquired by GLPI) was determined using the market approach, which arrives at an indication of value by comparing the site being valued to sites that have been recently acquired in arm’s-length transactions. The market data is then adjusted for any significant differences, to the extent known, between the identified comparable sites and the site being valued. Building and site improvements were valued under the cost approach using a direct cost model built on estimates of replacement cost. Personal property assets with an active and identifiable secondary market such as riverboats, gaming equipment, computer equipment and vehicles were valued using the market approach. Other personal property assets such as furniture, fixtures, computer software, and restaurant equipment were valued using the cost approach which is based on replacement or reproduction costs of the asset. The cost approach is an estimation of fair value developed by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors: physical deterioration, functional obsolescence, and/or economic obsolescence. The income approach incorporates all tangible and intangible property and served as a ceiling for the fair values of the acquired assets of the ongoing business enterprise, while still taking into account the premise of highest and best use. In the instance where the business enterprise value developed via the income approach was exceeded by the initial fair values of the underlying assets, an adjustment to reflect economic obsolescence was made to the tangible assets on a pro rata basis to reflect the contributory value of each individual asset to the enterprise as a whole. 89 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The real estate assets that were sold to GLPI and leased back by the Company were adjusted to fair value concurrently with the acquisition of Tropicana. The fair value of the properties was determined utilizing the direct capitalization method of the income approach. In allocating the fair value to the underlying acquired assets, a fair value for the buildings and improvements was determined using the above mentioned cost approach method. To determine the underlying land value, the extraction method was applied wherein the fair value of the building and improvements was deducted from the fair value of the property as derived from the direct capitalization approach to determine the fair value of the land. The fair value of GLPI’s real estate assets was determined to be $ 957 million. The fair value of the gaming licenses was determined using the multi period excess earnings or replacement cost methodology, based on whether the license resides in gaming jurisdictions where competition is limited to a specified number of licensed gaming operators. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the gaming license intangible asset, which is net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets. Under the respective state’s gaming legislation, the property specific licenses can only be acquired if a theoretical buyer were to acquire each existing facility. The existing licenses could not be acquired and used for a different facility. The properties’ estimated future cash flows were the primary assumption in the respective valuations. Cash flow estimates included net gaming revenue, gaming operating expenses, general and administrative expenses, and tax expense. The replacement cost methodology is a cost approach methodology based on replacement or reproduction cost of the gaming license as an indicator of fair value. The Company has assigned an indefinite useful life to the gaming licenses. The Company considered, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. The Company determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. Tropicana had licenses in New Jersey, Missouri, Mississippi, Nevada, Indiana, and Louisiana. The renewal of each state’s gaming license depends on a number of factors, including payment of certain fees and taxes, providing certain information to the state’s gaming regulator, and meeting certain inspection requirements. However, the Company’s historical experience has not indicated, nor does the Company expect, any limitations regarding its ability to continue to renew each license. No other competitive, contractual, or economic factor limits the useful lives of these assets. Accordingly, the Company has concluded that the useful lives of these licenses are indefinite. Trade names were valued using the relief from royalty method, which presumes that without ownership of such trademarks, the Company would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, the Company avoids any such payments and records the related intangible value of the Company’s ownership of the brand name. The primary assumptions in the valuation included revenue, pre-tax royalty rate, and tax expense. The Company has assigned an indefinite useful life to the trade names after considering, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, the Company determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. Customer relationships were valued using the cost approach and the incremental cash flow method under the income approach. The incremental cash flow method is used to estimate the fair value of an intangible asset based on a residual cash flow notion. This method measures the benefits (e.g., cash flows) derived from ownership of an acquired intangible asset as if it were in place, as compared to the acquirer’s expected cash flows as if the intangible asset were not in place (i.e., with-and-without). The residual or net cash flows of the two models is ascribable to the intangible asset. The Company has estimated a 3 -year useful life on the customer relationships. Goodwill is the result of expected synergies from combining operations of the acquired and acquirer. The goodwill acquired is fully amortizable for tax purposes. For the period from the Tropicana acquisition date of October 1, 2018 through December 31, 2018, Tropicana generated net revenues of $ 205 million and net loss of $ 9 million. Elgin Final Purchase Price Accounting On August 7, 2018, the Company completed its acquisition of one hundred percent of the partnership interests in Elgin. As a result of the Elgin Acquisition, Elgin became an indirect wholly-owned subsidiary of the Company. The Company purchased 90 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Elgin for $ 328 million plus a $ 1 million working capital adjustment. The Elgin Acquisition was financed using cash on hand and borrowings under the Company’s revolving credit facility. Transaction expenses related to the Elgin Acquisition totaled less than $ 1 million for the year ended December 31, 2019. The total purchase consideration for the Elgin Acquisition was $ 329 million. The purchase consideration in the acquisition was determined with reference to its acquisition date fair value. (In millions) Consideration Cash consideration paid $ 328 Working capital and other adjustments 1 Purchase consideration $ 329 The fair values are based on management’s analysis including work performed by third party valuation specialists. As of September 30, 2019, the Company finalized its valuation procedures and no changes were recorded to the acquisition date fair values as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018. The following table summarizes the allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Elgin, with the excess recorded as goodwill as of December 31, 2019: (In millions) Consideration Current and other $ 25 Property and equipment 61 Goodwill 60 Intangible assets (a) 206 Other noncurrent assets 1 Total assets $ 353 Current liabilities $ 22 Noncurrent liabilities 2 Total liabilities 24 Net assets acquired $ 329 ____________________ (a) Intangible assets consist of gaming licenses valued at $ 164 million, trade names valued at $ 13 million and customer relationships valued at $ 29 million. Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Elgin Acquisition made use of Level 3 inputs including discounted cash flows. Trade receivables and payables, inventories and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the Elgin Acquisition date. The fair value of land was determined using the market approach, which arrives at an indication of value by comparing the site being valued to sites that have been recently acquired in arm’s-length transactions. The market data is then adjusted for any significant differences, to the extent known, between the identified comparable sites and the site being valued. Building and site improvements were valued under the cost approach using a direct cost model built on estimates of replacement cost. Personal property assets with an active and identifiable secondary market such as riverboats, gaming equipment, computer equipment and vehicles were valued using the market approach. Other personal property assets such as furniture, fixtures, computer software, and restaurant equipment were valued using the cost approach which is based on replacement or reproduction costs of the asset. The cost approach is an estimation of fair value developed by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors: physical deterioration, functional obsolescence, and/or economic obsolescence. The income approach incorporates all tangible and intangible property and served as a ceiling for the fair values of the acquired assets of the ongoing business enterprise, while still taking into account the premise of highest and best use. The Company has assigned an indefinite useful life to the gaming licenses. The fair value of the gaming license was determined using the multi period excess earnings method. The excess earnings methodology, which is an income approach methodology that allocates the projected cash flows of the business to the gaming license intangible assets less charges for the use of other identifiable assets of Elgin including working capital, fixed assets and other intangible assets. This methodology was considered 91 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) appropriate as the gaming license is the primary asset of Elgin. The property’s estimated future cash flows were the primary assumption in the respective valuations. Cash flow estimates included net gaming revenue, gaming operating expenses, general and administrative expenses, and tax expense. The renewal of the gaming license depends on a number of factors, including payment of certain fees and taxes, providing certain information to the state’s gaming regulator, and meeting certain inspection requirements. However, the Company’s historical experience has not indicated, nor does the Company expect, any limitations regarding its ability to continue to renew the license. No other competitive, contractual, or economic factor limits the useful lives of this asset. Accordingly, the Company has concluded that the useful life of this license is indefinite. Customer relationships were valued using the cost approach and the incremental cash flow method under the income approach. The incremental cash flow method is used to estimate the fair value of an intangible asset based on a residual cash flow notion. This method measures the benefits (e.g., cash flows) derived from ownership of an acquired intangible asset as if it were in place, as compared to the acquirer’s expected cash flows as if the intangible asset were not in place (i.e., with-and-without). The residual or net cash flows of the two models is ascribable to the intangible asset. The Company has estimated a four-year useful life on the customer relationships. The trade name was valued using the relief-from-royalty method. The primary assumptions in the valuation included revenue, pre-tax royalty rate, and tax expense. The Company has assigned the trade name an indefinite useful life after considering, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, the Company determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. Goodwill is the result of expected synergies from combining operations of the acquired and acquirer. The goodwill acquired is fully amortizable for tax purposes. For the period from the Elgin acquisition date of August 7, 2018 through December 31, 2018, Elgin generated net revenues of $ 63 million and net income of $ 8 million. Unaudited Pro Forma Information Merger with Caesars Entertainment Corporation The following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of Former Caesars as if it had occurred on January 1, 2019. The pro forma amounts include the historical operating results of the Company and Former Caesars prior to the acquisition, with adjustments directly attributable to the acquisition. The pro forma results include adjustments and consequential tax effects to reflect incremental depreciation and amortization expense to be incurred based on preliminary fair values of the identifiable property and equipment and intangible assets acquired, the incremental interest expense associated with the issuance of debt to finance the acquisition and the adjustments to exclude acquisition related costs incurred during the year ended December 31, 2020 and to recognize these costs during the year ended December 31, 2019 as if incurred on January 1, 2019. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations of the combined company were, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition. Years Ended December 31, (In millions) 2020 2019 Net revenues $ 5,642 $ 10,134 Net loss ( 2,738 ) ( 1,039 ) Net loss attributable to Caesars ( 2,670 ) ( 1,035 ) These pro forma results do not necessarily represent the results of operations that would have been achieved if the Merger had taken place on January 1, 2019, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company and Former Caesars prior to the Merger with adjustments directly attributable to the Merger. Tropicana The following unaudited pro forma information presents the results of operations of the Company for the year ended December 31, 2018, as if the Tropicana Acquisition had occurred on January 1, 2017. 92 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Year Ended December 31, (In millions) 2018 Net operating revenues $ 2,736 Net income 93 These pro forma results do not necessarily represent the results of operations that would have been achieved if the acquisition had taken place on January 1, 2017, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company and Tropicana prior to the Tropicana Acquisition with adjustments directly attributable to the Tropicana Acquisition. Elgin The following unaudited pro forma information presents the results of operations of the Company for the year ended December 31, 2018, as if the Elgin Acquisition had occurred on January 1, 2017. Year Ended December 31, (In millions) 2018 Net operating revenues $ 2,153 Net income 106 These pro forma results do not necessarily represent the results of operations that would have been achieved if the acquisition had taken place on January 1, 2017, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company and Elgin prior to the Elgin Acquisition with adjustments directly attributable to the Elgin Acquisition. Note 4 . Assets and Liabilities Held for Sale The Company periodically divests assets that it does not consider core to its business to raise capital or, in some cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities. The carrying value of assets that meet the criteria for asset held for sale are compared to the expected selling price and any expected losses are recorded immediately. Gains or losses associated with the disposal of assets held for sale are recorded within other operating costs, unless the assets represent a discontinued operation. Held for sale - Continuing operations MontBleu, Evansville and Baton Rouge On April 24, 2020, the Company entered into a definitive purchase agreement with Twin River and certain of its affiliates for the sale of the equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties Tahoe, LLC, the entities that hold Eldorado Shreveport and MontBleu, respectively, for aggregate consideration of $ 155 million, subject to a customary working capital adjustment. The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals. Both MontBleu and Eldorado Shreveport were within the Regional segment. On December 23, 2020, the Company consummated the sale of Eldorado Shreveport to Bally's Corporation (formerly Twin River) for $ 140 million resulting in a gain of $ 29 million. MontBleu is expected to close in the first half of 2021. MontBleu met the requirements for presentation as assets held for sale as of December 31, 2020, but did not meet the requirements for presentation as discontinued operations and MontBleu’s results of operations are included in income from continuing operations in the periods presented. As a result of the agreement to sell MontBleu, an impairment charge totaling $ 45 million was recorded during the year ended December 31, 2020 due to the carrying value exceeding the estimated net sales proceeds. The impairment charges resulted in a reduction to the carrying amounts of the right-of-use assets, property and equipment, goodwill and other intangibles totaling $ 18 million, $ 23 million and $ 4 million, respectively, recorded in the Regional segment. On July 16, 2020, in connection with its review of the Merger, the Indiana Gaming Commission concluded that the Company will need to enter into agreements to divest of three properties within the state of Indiana in order to avoid undue economic concentration as a condition to their approval of the Merger. On October 27, 2020, the Company entered into an agreement to sell Evansville to GLPI and Twin River for $ 480 million in cash, subject to a customary working capital adjustment. The sale is 93 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) subject to satisfaction of customary conditions, including receipt of required regulatory approvals and is expected to close in mid-2021. On December 24, 2020, the Company entered into an agreement to divest of the assets of Caesars Southern Indiana. In addition, the Company plans to enter into an agreement to divest of Horseshoe Hammond prior to December 31, 2021, as the deadline was extended by the Indiana Gaming Commission. Evansville met the requirements for presentation as assets held for sale as of December 31, 2020, while Caesars Southern Indiana and Horseshoe Hammond met the requirements for presentation as held for sale and discontinued operations. On December 1, 2020, the Company entered into a definitive agreement with CQ Holding Company, Inc. to sell the equity interests of Baton Rouge. The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals and is expected to close in mid-2021. Baton Rouge met the requirements for presentation as assets held for sale as of December 31, 2020. As a result of the agreement to sell Baton Rouge, an impairment charge totaling $ 50 million was recorded during the year ended December 31, 2020 due to the carrying value exceeding the estimated net sales proceeds. The impairment charges resulted in a reduction to the carrying amounts of the right-of-use assets, property and equipment, goodwill and other intangibles totaling $ 1 million, $ 47 million and $ 2 million, respectively, recorded in the Regional segment. See Note 7. As of December 31, 2020, Korea JV’s assets and liabilities were classified as held for sale. On January 21, 2021, the Company consummated the sale of Korea JV for less than $ 1 million. The assets and liabilities held for sale were as follows as of December 31, 2020: December 31, 2020 (In millions) MontBleu Evansville Baton Rouge Korea Assets: Cash and cash equivalents, net $ 3 $ 7 $ 2 $ 8 Property and equipment, net 37 302 2 90 Goodwill — 9 — — Gaming licenses and other intangibles, net — 138 — — Other assets, net 32 49 1 32 Assets held for sale $ 72 $ 505 $ 5 $ 130 Current liabilities $ 8 $ 12 $ 2 $ 108 Other long-term liabilities 63 24 1 22 Liabilities related to assets held for sale $ 71 $ 36 $ 3 $ 130 The following information presents the net revenues and net (loss) income for the Company’s properties that are held for sale: Year Ended December 31, 2020 (In millions) MontBleu Evansville Baton Rouge Korea Net revenues $ 31 $ 98 $ 15 $ — Net loss ( 42 ) ( 5 ) ( 70 ) ( 1 ) Held for sale - Sold Presque, Nemacolin, Mountaineer, Caruthersville, Cape Girardeau, Kansas City, Vicksburg and Shreveport Divestitures The sale of Presque closed on January 11, 2019 resulting in a gain on sale of $ 22 million, net of final working capital adjustments, for the year ended December 31, 2019. The sale of Nemacolin closed on March 8, 2019 resulting in a gain of less than $ 1 million on the sale, net of final working capital adjustments, for the year ended December 31, 2019. The sales of Mountaineer, Caruthersville and Cape Girardeau were consummated on December 6, 2019, resulting in a gain of $ 29 million for the year ended December 31, 2019. On July 1, 2020, the Company consummated the sale of the equity interests of the entities that hold Vicksburg and Kansas City to Twin River for $ 230 million resulting in a gain of $ 8 million . Prior to their respective closing dates, Presque, Nemacolin, Mountaineer, Caruthersville, Cape Girardeau, Kansas City, and Vicksburg met the requirements for presentation as assets held for sale under generally accepted accounting principles. However, they did not meet the requirements for presentation as discontinued operations. All properties were previously reported in the Regional segment. As described above, the Company entered into an agreement and sold Shreveport during the year ended December 31, 2020. 94 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following information presents the net revenues and net (loss) income of properties sold during the year ended December 31, 2020: Year Ended December 31, 2020 (In millions) Kansas City Vicksburg Shreveport Net revenues $ 18 $ 7 $ 68 Net (loss) income 3 ( 1 ) 12 The following information presents the net revenues and net (loss) income of held for sale properties for the year ended December 31, 2019: Year Ended December 31, 2019 (In millions) Presque Nemacolin Mountaineer Cape Girardeau Caruthersville Kansas City Vicksburg Net revenues $ 3 $ 5 $ 118 $ 54 $ 33 $ 63 $ 21 Net (loss) income — ( 1 ) 11 8 5 11 ( 1 ) The following information presents the net revenues and net (loss) income of held for sale properties for the year ended December 31, 2018: Year Ended December 31, 2018 (In millions) Presque Nemacolin Net revenues $ 140 $ 33 Net income (loss) 14 ( 4 ) The assets and liabilities held for sale were as follows as of December 31, 2019: December 31, 2019 (In millions) Kansas City Vicksburg Assets: Property and equipment, net $ 39 $ 31 Goodwill 40 9 Gaming licenses and other intangibles, net 91 3 Other assets, net 36 4 Assets held for sale $ 206 $ 47 Current liabilities $ 3 $ 2 Other long-term liabilities 33 — Liabilities related to assets held for sale $ 36 $ 2 Held for sale - Discontinued operations As result of the Merger, certain Former Caesars properties, including Harrah’s Louisiana Downs, Caesars Southern Indiana, Horseshoe Hammond, Harrah’s Reno, Caesars UK group, including Emerald Resorts & Casino, and Bally’s Atlantic City (“Bally’s AC”) met held for sale criteria as of the date of the closing of the Merger. The sales of these properties have or are expected to close within one year from the date of the closing of the Merger and the properties are classified as discontinued operations. Caesars UK group, including Emerald Resorts & Casino, is within the Managed, International, CIE segment while all other discontinued operations are in the Regional segment. On September 3, 2020, the Company and VICI entered into an agreement to sell Harrah’s Louisiana Downs Casino, Racing & Entertainment (“Harrah’s Louisiana Downs”) with Rubico Acquisition Corp. for $ 22 million, subject to a customary working capital adjustment, where the proceeds will be split between the Company and VICI. The sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals and is expected to close in the first half of 2021. On September 30, 2020, the Company and VICI completed the sale of Harrah’s Reno for $ 42 million. The proceeds from the sale were split between the Company and VICI, and the Company received $ 8 million of net proceeds. On November 18, 2020, the Company and VICI completed the sale of Bally's AC to Bally’s Corporation for $ 25 million. The proceeds from the sale were split between the Company and VICI, and the Company received $ 5 million of net proceeds. As a result of the sale, Caesars agreed to reimburse Bally’s Corporation $ 30 million for capital expenditures required at Bally’s 95 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Atlantic City and recorded a liability within Accrued other liabilities and a charge to Discontinued operations, net of income taxes. Our commitment will be satisfied by adjusting obligations under certain sportsbook operating agreements between Bally’s Corporation and the Company following our expected acquisition of William Hill. On December 24, 2020, the Company entered into an agreement to sell Caesars Southern Indiana to the EBCI for $ 250 million, subject to customary purchase price adjustments. The sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals and is expected to close in the third quarter of 2021. The following information presents the net revenues and net (loss) income for the Company’s properties that are part of discontinued operations for the year ended December 31, 2020: Year Ended December 31, 2020 (In millions) Horseshoe Hammond Caesars UK Harrah’s Louisiana Downs Harrah’s Reno Bally’s AC Caesars Southern Indiana Net revenues $ 154 $ 23 $ 19 $ — $ 45 $ 88 Net (loss) income 26 5 5 ( 5 ) ( 37 ) 4 The assets and liabilities held for sale as a discontinued operation were as follows as of December 31, 2020: December 31, 2020 (In millions) Horseshoe Hammond Caesars UK Harrah’s Louisiana Downs Caesars Southern Indiana Assets: Cash $ 18 $ 32 $ 6 $ 8 Property and equipment, net 402 75 11 418 Goodwill 141 3 3 136 Gaming licenses and other intangibles, net 30 28 5 23 Other assets, net 38 117 — 4 Assets held for sale $ 629 $ 255 $ 25 $ 589 Current liabilities $ 26 $ 73 $ 6 $ 13 Other long-term liabilities (a) 72 120 6 332 Liabilities related to assets held for sale $ 98 $ 193 $ 12 $ 345 ____________________ (a) We have included $ 336 million of deferred finance obligation as held for sale liabilities for Caesars Southern Indiana and Harrah’s Louisiana Downs, which represent our preliminary purchase price allocation of the liability which will be derecognized upon completion of those divestitures. We have not included any portion of the deferred finance obligation associated with Horseshoe Hammond as held for sale as we do not yet have any sale agreements in place or know the effect of any possible master lease modification on our deferred finance lease liability. Note 5. Investments in and Advances to Unconsolidated Affiliates William Hill The Company entered into a 25 -year agreement, which became effective January 29, 2019, with William Hill, which granted to William Hill the right to conduct betting activities, including operating our sportsbooks, in retail channels under certain skins for online channels with respect to the Company’s current and future properties, and conduct certain real money online gaming activities. The Company received a 20 % ownership interest in William Hill US, as well as 13 million ordinary shares of William Hill plc, which carry certain time restrictions on when they can be sold. Additionally, the Company receives a profit share from the operations of sports betting and other gaming activities associated with the Company’s properties. “Skin” in the context of this agreement refers to the Company’s ability to grant to William Hill an online channel that allows William Hill to operate online casino and sports gaming activities in reliance on, and utilizing the benefit of, any licenses granted to the Company or its subsidiaries. On September 30, 2020, the Company announced its intention to acquire William Hill plc in an all-cash transaction. See Note 1. As of December 31, 2020 and 2019, the Company’s receivable from William Hill totaled $ 7 million and $ 4 million, respectively, and is reflected in Due from affiliates on the Consolidated Balance Sheets. The Company is accounting for its investment in William Hill US under the equity method. The fair value of the Company’s initial investment in William Hill US of $ 129 million at January 29, 2019 was determined using Level 3 inputs. As of 96 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) December 31, 2020 and 2019, the carrying value of the Company’s interest in William Hill US totaled $ 128 million and $ 127 million, respectively, and is recorded in Investment in and advances to unconsolidated affiliates on the Consolidated Balance Sheets. The Company is accounting for its investment in William Hill plc as an investment in equity securities. As of December 31, 2020 and 2019, the fair value of the William Hill plc shares totaled $ 44 million and $ 29 million, respectively, net of cumulative unrealized gains of $ 17 million and $ 2 million, respectively, and is included in Other assets, net on the Consolidated Balance Sheets. The Company recorded unrealized gains of $ 15 million and $ 2 million during the years ended December 31, 2020 and 2019, respectively. See Note 8. As described above, the Company granted William Hill the right to the use of certain skins to operate online sports betting operations through our market access in each state and operate retail sports betting in our current and future properties for an equity method investment. The fair value of the William Hill US and William Hill plc shares received have been deferred and are recognized as revenue on a straight-line basis over the 25 -year agreement term. The Company recognized revenue of $ 8 million and $ 5 million during the years ended December 31, 2020 and 2019, respectively, and is recorded in Other revenue in the Consolidated Statement of Operations. As of December 31, 2020 and 2019, the balance of the William Hill deferred revenue totaled $ 134 million and $ 142 million, respectively, and is recorded in other long-term liabilities on the Consolidated Balance Sheets. Note 6. Property and Equipment Property and equipment are stated at cost, except for assets acquired in our business combinations which were adjusted for fair value under ASC 805. Depreciation is computed using the straight-line method over the estimated useful life of the asset as noted in the table below, or the term of the lease, whichever is less. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in operating income. Our property and equipment is subject to various operating leases for which we are the lessor. We lease our property and equipment related to our hotel rooms, convention space and retail space through various short-term and long-term operating leases. See Note 10 for further discussion of our leases. Buildings and improvements 3 to 40 years Land improvements 12 to 40 years Furniture, fixtures and equipment 3 to 15 years Riverboats 30 years The Company evaluates its property and equipment and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge may be recorded for any difference between fair value and the carrying value. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses . For the year ended December 31, 2018, an impairment charge of $ 4 million was recorded related to the property and equipment held for sale at Nemacolin. For the year ended December 31, 2019, an impairment charge totaling $ 1 million was recorded related to non-operating real property located in Pennsylvania. During the year ended December 31, 2020, we recorded a tangible asset impairment of $ 4 million related to the sale of corporate airplane. See Note 4 for further discussion of impairment on assets held for sale. 97 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Property and Equipment, Net As of December 31, (In millions) 2020 2019 Land $ 2,174 $ 652 Buildings, riverboats, and leasehold and land improvements 11,686 1,973 Furniture, fixtures, and equipment 1,404 625 Construction in progress 118 31 Total property and equipment 15,382 3,281 Less: accumulated depreciation ( 1,049 ) ( 666 ) Total property and equipment, net $ 14,333 $ 2,615 Depreciation Expense Years Ended December 31, (In millions) 2020 2019 2018 Depreciation expense $ 527 $ 191 $ 145 Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease. Note 7 . Goodwill and Intangible Assets, net The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is recorded as goodwill. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests as of October 1 of each fiscal year. The Company performs this assessment more frequently if impairment indicators exist. The Company performed the annual goodwill impairment test by comparing the fair value of each reporting unit with its carrying amount. The Company determines the estimated fair value of each reporting unit based on a combination of EBITDA, valuation multiples, and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general. The Company also evaluates the aggregate fair value of all of its reporting units and other non-operating assets in comparison to its aggregate debt and equity market capitalization at the test date. EBITDA multiples and discounted cash flows are common measures used to value businesses in the industry. Indefinite-lived intangible assets consist primarily of trademarks and expenditures associated with obtaining racing and gaming licenses. Indefinite-lived intangible assets are not subject to amortization but are subject to an annual impairment test. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess amount. Gaming rights represent intangible assets acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate in the jurisdiction. These gaming license rights are not subject to amortization as the Company has determined that they have indefinite useful lives. For gaming jurisdictions with high barriers of renewal of the gaming rights, such as material costs of renewal, the gaming rights are deemed to have a finite useful life and are amortized over the expected useful life. Finite-lived intangible assets consist of trade names and customer relationships acquired in business combinations. Amortization is recorded using the straight-line method over the estimated useful life of the asset. The Company evaluates for impairment whenever indicators of impairment exist. When indicators are noted, the Company then compares estimated future cash flows, undiscounted, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is recorded. 98 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Changes in Carrying Value of Goodwill by Segment (In millions) Las Vegas Regional Managed, International, CIE CEI Total Gross Goodwill Balance as of January 1, 2019 $ — $ 1,053 $ — $ 1,053 Divestitures — ( 41 ) — ( 41 ) Transferred to assets held for sale — ( 81 ) — ( 81 ) Other — ( 9 ) — ( 9 ) Balance as of December 31, 2019 — 922 — 922 Accumulated Impairment Balance as of January 1, 2019 — ( 45 ) — ( 45 ) Transferred to assets held for sale — 33 — 33 Balance as of December 31, 2019 — ( 12 ) — ( 12 ) Net carrying value, as of December 31, 2019 $ — $ 910 $ — $ 910 Gross Goodwill Balance as of January 1, 2020 $ — $ 922 $ — $ 922 Transferred to assets held for sale (see Note 4) — ( 17 ) — ( 17 ) Acquired (a) 6,873 1,999 50 8,922 Balance as of December 31, 2020 6,873 2,904 50 9,827 Accumulated Impairment Balance as of January 1, 2020 — ( 12 ) — ( 12 ) Impairment — ( 100 ) — ( 100 ) Transferred to assets held for sale — 8 — 8 Balance as of December 31, 2020 — ( 104 ) — ( 104 ) Net carrying value, as of December 31, 2020 (b) $ 6,873 $ 2,800 $ 50 $ 9,723 ____________________ (a) Includes goodwill acquired upon Merger. See Note 3 for further detail. (b) $ 281 million of goodwill within our Regional segment is associated with reporting units with zero or negative carrying value. Changes in Carrying Value of Intangible Assets Other than Goodwill Amortizing Non-Amortizing Total (In millions) 2020 2019 2020 2019 2020 2019 Balance as of January 1 $ 53 $ 83 $ 1,058 $ 1,278 $ 1,111 $ 1,361 Impairment — — ( 22 ) — ( 22 ) — Amortization expense ( 56 ) ( 30 ) — — ( 56 ) ( 30 ) Transferred to assets held for sale (see Note 4) ( 5 ) — ( 174 ) ( 220 ) ( 179 ) ( 220 ) Acquired (a) 487 — 2,912 — 3,399 — Balance as of December 31 $ 479 $ 53 $ 3,774 $ 1,058 $ 4,253 $ 1,111 ____________________ (a) Includes intangible assets acquired upon Merger and $ 35 million of acquisition of gaming rights. See Note 3 and Note 11 for further detail. During 2020, the Company recognized impairment charges in our Regional segment related to goodwill and trade names totaling $ 100 million and $ 16 million, respectively, due to declines in recent performance and the expected impact on future cash flows as a result of COVID-19. For 2019, no reporting units were noted to have a carrying value in excess of fair value. As a result, no impairments were indicated as a result of this testing for goodwill. When assets are deemed to be held for sale, any associated intangible assets, including goodwill, are reclassified to Assets held for sale on our balance sheets (see Note 4). We used the Excess Earnings Method and a Cost Approach for estimating fair value for these gaming rights. We utilized an income approach using a discounted cash flow method to determine the fair value of our goodwill. 99 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill December 31, 2020 December 31, 2019 (Dollars in millions) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Customer relationships 3 - 7 years $ 488 $ ( 92 ) $ 396 $ 101 $ ( 48 ) $ 53 Gaming rights and others 34 years 84 ( 1 ) 83 — — — $ 572 $ ( 93 ) 479 $ 101 $ ( 48 ) 53 Non-amortizing intangible assets Trademarks 2,161 165 Gaming rights 1,090 893 Caesars Rewards 523 — 3,774 1,058 Total amortizing and non-amortizing intangible assets, net $ 4,253 $ 1,111 Amortization expense with respect to intangible assets for the years ended December 31, 2020, 2019 and 2018 totaled $ 56 million, $ 30 million and $ 13 million, respectively, which is included in depreciation and amortization in the Consolidated Statements of Income. Estimated Five-Year Amortization Years Ended December 31, (In millions) 2021 2022 2023 2024 2025 Estimated annual amortization expense $ 77 $ 64 $ 60 $ 60 $ 60 Note 8 . Fair Value Measurements Items Measured at Fair Value on a Recurring Basis : The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the Consolidated Balance Sheets at December 31, 2020 and 2019: (In millions) December 31, 2020 Assets: Level 1 Level 2 Level 3 Total Restricted cash and investments $ 1 $ 3 $ 44 $ 48 Marketable securities 23 10 — 33 Derivative instruments - FX forward — 40 — 40 Total assets at fair value $ 24 $ 53 $ 44 $ 121 Liabilities: Derivative instruments - 5% Convertible Notes — 326 — 326 Derivative instruments - interest rate swaps — 90 — 90 Total liabilities at fair value $ — $ 416 $ — $ 416 (In millions) December 31, 2019 Assets: Level 1 Level 2 Level 3 Total Restricted cash and investments $ 11 $ 2 $ 29 $ 42 Marketable securities 27 8 — 35 Total assets at fair value $ 38 $ 10 $ 29 $ 77 100 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The change in restricted investments valued using Level 3 inputs for the years ended December 31, 2020 and 2019 were as follows: (In millions) Level 3 Investment Level 3 Other Liabilities Fair value of investment and liabilities at December 31, 2018 $ 16 $ — Non-cash consideration 27 ( 9 ) Released from restrictions ( 26 ) 13 Unrealized gain (loss) 12 ( 4 ) Fair value of investment and liabilities at December 31, 2019 29 — Value of additional investment received 5 2 Released from restrictions ( 8 ) ( 4 ) Unrealized gain 18 2 Fair value at December 31, 2020 $ 44 $ — Restricted Cash and Investments The estimated fair values of the Company’s restricted cash and investments are based upon quoted prices available in active markets (Level 1), or quoted prices for similar assets in active and inactive markets (Level 2), or quoted prices available in active markets adjusted for time restrictions related to the sale of the investment (Level 3) and represent the amounts the Company would expect to receive if the Company sold the restricted cash and investments. Restricted cash classified as Level 1 includes cash held in short-term certificate of deposit accounts or money market type funds. Restricted investments include shares acquired in conjunction with the Company’s sports betting agreements that contain restrictions related to the ability to liquidate shares within a specified timeframe. In November 2018, the Company entered into a 20-year agreement with The Stars Group Inc. (“TSG”) to provide TSG with options to obtain access to a second skin for online sports wagering and third skin for real money online gaming and poker with respect to the Company’s properties in the United States. Under the terms of the agreement, the Company received 1 million TSG common shares as a revenue share from the operation of the applicable verticals by TSG under the Company’s licenses. The fair value of the shares received has been deferred and is recognized as revenue on a straight-line basis over the 20-year agreement term. All shares are subject to a one year restriction on transfer from the date they are received. On May 5, 2020, Flutter Entertainment PLC (“Flutter”) completed the acquisition of all of the issued and outstanding common shares of TSG in exchange for 0.2253 Flutter shares per common share of TSG. As of December 31, 2020 and 2019, the fair value of unrestricted shares totaled $ 10 million and $ 14 million, respectively, net of cumulative unrealized gains of $ 5 million and $ 4 million, respectively, and is included in Prepayments and other current assets on the Consolidated Balance Sheet. The Company recorded unrealized gains of $ 14 million and $ 1 million during the years ended December 31, 2020 and 2019, respectively, which are included in Other (loss) income on the Statement of Operations. In December 2020, the Company sold 121,285 shares for net proceeds of approximately $ 24 million. As noted above, the restriction on the Flutter shares expired in December 2020. As such, the shares were transferred from a Level 3 investment to a Level 1 investment. There were no other transfers between Level 1, Level 2 and Level 3 investments. Marketable Securities Marketable securities consist primarily of trading securities held by the Company’s captive insurance subsidiary and unrestricted shares acquired in conjunction with the Company’s sports betting agreements. These investments also include collateral for several escrow and trust agreements with third-party beneficiaries. The estimated fair values of the Company’s marketable securities are determined on an individual asset basis based upon quoted prices of identical assets available in active markets (Level 1), quoted prices of identical assets in inactive markets, or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts the Company would expect to receive if the Company sold these marketable securities. Derivative Instruments The Company does not purchase or hold any derivative financial instruments for trading purposes. 5 % Convertible Notes - Derivative Liability On October 6, 2017, Former Caesars issued $ 1.1 billion aggregate principal amount of 5 % Convertible Notes. 101 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The 5 % Convertible Notes are convertible into the weighted average of the number of shares of Company Common Stock and amount of cash actually received per share by holders of common stock of Former Caesars that made elections for consideration in the Merger. As a result, the 5 % Convertible Notes are convertible into a number of shares of Company Common Stock that is equal to approximately 0.014 shares of Company Common Stock and $ 1.17 of cash per $ 1.00 principal amount of 5 % Convertible Notes. The 5 % Convertible Notes are convertible at any time at the option of the holders thereof or the Company. We do not intend to exercise our option to convert these notes prior to maturity. As of December 31, 2020, approximately $ 770 million of the 5 % Convertible Notes have been converted into cash and shares resulting in a net gain of $ 16 million which is recorded within other (loss) income on the Statement of Operations. The outstanding balance of $ 325 million, of which $ 10 million was held in trust as of December 31, 2020, would result in the issuance of an aggregate of 4.5 million shares of Company Common Stock and payment of $ 379 million upon conversion of the remaining outstanding 5 % Convertible Notes. As of December 31, 2020, the estimated remaining life of the 5 % Convertible Notes is approximately 3.8 years. Management analyzed the conversion features for derivative accounting consideration under ASC Topic 815, Derivatives and Hedging , (“ASC 815”) and determined that the 5 % Convertible Notes contain bifurcated derivative features and qualify for derivative accounting. In accordance with ASC 815, the Company has bifurcated the conversion features of the 5 % Convertible Notes and recorded a derivative liability. The 5 % Convertible Notes derivative features are not designated as hedging instruments. The derivative features of the 5 % Convertible Notes are carried on the Company’s Balance Sheet at fair value in Other long-term liabilities. The derivative liability is marked-to-market each measurement period and the changes in fair value as a result of fluctuations in the share price of our common stock resulted in a loss of $ 111 million for the year ended December 31, 2020, which was recorded as a component of Other (loss) income in the Statement of Operations. The derivative liability associated with the 5 % Convertible Notes will remain in effect until such time as the underlying convertible notes are exercised or terminated and the resulting derivative liability will be reclassified from a liability to equity as of such date. Valuation Methodology The 5 % Convertible Notes had an initial face value of $ 1.1 billion, an initial term of seven years , and a coupon rate of 5 %. As of December 31, 2020 we estimated the fair value of the 5 % Convertible Notes using a market-based approach that incorporated the value of both the straight debt and conversion features of the 5 % Convertible Notes. The valuation model incorporated actively traded prices of the 5 % Convertible Notes as of the reporting date, and assumptions regarding the incremental cost of borrowing for CEI. The key assumption used in the valuation model is the actively traded price of 5 % Convertible Notes and the incremental cost of borrowing is an indirectly observable input. The fair value for the conversion features of the 5 % Convertible Notes is classified as Level 2 measurement. Key Assumptions as of December 31, 2020: • Actively traded price of 5 % Convertible Notes - $ 207.00 • Incremental cost of borrowing - 4.0 % Forward contracts In relation to the proposed acquisition of William Hill plc, on September 28, 2020, the Company entered into a foreign exchange forward contract to hedge the risk of appreciation of the GBP denominated purchase price. Under the agreement, the Company agreed to purchase £ 1.3 billion at a contracted exchange rate, however, on October 1, 2020 the contract was cancelled without being executed. In addition, on October 9, 2020, the Company entered into a separate foreign exchange forward contract to purchase £ 536 million at a contracted exchange rate. As of December 31, 2020, the forward contract was valued at $ 40 million and was recorded in Other long-term assets. A corresponding unrealized gain of $ 40 million related to the change in fair value was recorded in the Other (loss) income in the Statement of Operations . The fair value of the forward contract is classified as Level 2 measurement as the value has been determined using quoted prices for similar assets in an active market . Interest Rate Swap Derivatives We assumed Former Caesars interest rate swaps to manage the mix of assumed debt between fixed and variable rate instruments. As of December 31, 2020, we have seven interest rate swap agreements to fix the interest rate on $ 2.3 billion of variable rate debt related to the CRC Credit Agreement. The interest rate swaps are designated as cash flow hedging instruments. The difference to be paid or received under the terms of the interest rate swap agreements is accrued as interest rates change and recognized as an adjustment to interest expense at settlement. Changes in the variable interest rates to be received pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows. 102 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The major terms of the interest rate swap agreements as of December 31, 2020 were as follows: Effective Date Notional Amount (In millions) Fixed Rate Paid Variable Rate Received as of December 31, 2020 Maturity Date 1/1/2019 250 2.196 % 0.14675 % 12/31/2021 1/1/2019 250 2.274 % 0.14675 % 12/31/2022 1/1/2019 400 2.788 % 0.1455 % 12/31/2021 1/1/2019 200 2.828 % 0.14675 % 12/31/2022 1/1/2019 200 2.828 % 0.14675 % 12/31/2022 1/1/2019 600 2.739 % 0.14675 % 12/31/2022 1/2/2019 400 2.707 % 0.14675 % 12/31/2021 Valuation Methodology The estimated fair values of our interest rate swap derivative instruments are derived from market prices obtained from dealer quotes for similar, but not identical, assets or liabilities. Such quotes represent the estimated amounts we would receive or pay to terminate the contracts. The interest rate swap derivative instruments are included in either Deferred charges and other assets or Deferred credits and other liabilities on our Balance Sheets. Our derivatives are recorded at their fair values, adjusted for the credit rating of the counterparty if the derivative is an asset, or adjusted for the credit rating of the Company if the derivative is a liability. None of our derivative instruments are offset and all were classified as Level 2. Financial Statement Effect The effect of derivative instruments designated as hedging instruments on the Balance Sheet for amounts transferred into Accumulated other comprehensive income/(loss) (“AOCI”) before tax was a gain of $ 34 million during the year ended December 31, 2020. AOCI reclassified to Interest expense on the Statements of Operations was $ 31 million for year ended December 31, 2020. As of December 31, 2020, the interest rate swaps derivative liability of $ 90 million was recorded in Other long-term liabilities. Net settlement of these interest rate swaps results in the reclassification of deferred gains and losses within AOCI to be reclassified to the income statement as a component of interest expense as settlements occur. The estimated amount of existing gains or losses that are reported in AOCI at the reporting date that are expected to be reclassified into earnings within the next 12 months is approximately $ 58 million. Accumulated Other Comprehensive Income The changes in AOCI by component, net of tax, for the period through December 31, 2020 are shown below. (In millions) Unrealized Net Gains on Derivative Instruments Foreign Currency Translation Adjustments Total Balances as of December 31, 2019 $ — $ — $ — Other comprehensive (loss) income before reclassifications ( 5 ) 8 3 Amounts reclassified from accumulated other comprehensive income 31 — 31 Total other comprehensive income, net of tax 26 8 34 Balances as of December 31, 2020 $ 26 $ 8 $ 34 103 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 9. Accrued Other Liabilities Accrued other liabilities consisted of the following: December 31, (In millions) 2020 2019 Contract and contract related liabilities (See Note 13) $ 251 $ 32 Accrued payroll and other related liabilities 178 41 Self-Insurance claims and reserves (See Note 11) 223 35 Accrued taxes 159 67 Operating lease liability 52 20 Disputed claims liability 51 — Exit cost accrual 28 — Other accruals 297 112 Total accrued other liabilities $ 1,239 $ 307 Disputed Claims Liability and Exit Cost Accrual The disputed claims liability and exit cost accrual were assumed liabilities of Former Caesars. The disputed claims liability represents certain remaining unsecured claims related to Former Caesars bankruptcy for which we have estimated the fair value of the remaining liability. Exit costs are related to the unbundling of electric service provided by NV Energy and an Iowa greyhound pari-mutuel racing fund which we assumed from the Merger and other system contracts. Note 10. Leases The Company has operating and finance leases for various real estate and equipment. Certain of the Company’s lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation and rental payments based on usage. The Company’s leases include options to extend the lease term one month to 60 years. The Company’s lease agreements do not contain any material restrictive covenants, other than those described below. Lessee Arrangements Operating Leases We lease real estate and equipment used in our operations from third parties. As of December 31, 2020, the remaining term of our operating leases ranged from 1 to 71 years with various extension options available, if we elect to exercise them. However, our remaining terms only include extension options that we have determined are reasonably certain as of December 31, 2020. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts. We do not include costs associated with our non-lease components in our lease costs disclosed in the table below. During the year ended December 31, 2020, we obtained $ 38 million of right-of-use (“ROU”) assets in exchange for new lease liabilities. Leases recorded on the balance sheet consist of the following: (In millions) Classification on the Balance Sheet December 31, 2020 December 31, 2019 ASSETS Operating lease ROU assets (a) Other assets, net $ 424 $ 188 LIABILITIES Current operating lease liabilities (a) Accrued other liabilities 52 20 Non-current operating lease liabilities (a) Other long-term liabilities 445 177 ___________________ (a) As noted above, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or liabilities for operating leases with terms of 12 months or less. Other information related to lease terms and discount rates are as follows: December 31, 2020 December 31, 2019 Weighted Average Remaining Lease Term 24.3 years 34.0 years Weighted Average Discount Rate 8.3 % 7.2 % 104 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The components of lease expense are as follows: Years Ended December 31, (In millions) 2020 2019 Operating lease expense $ 51 $ 20 Short-term and variable lease expense 49 42 Total operating lease costs $ 100 $ 62 Supplemental cash flow information related to leases is as follows: Years Ended December 31, (In millions) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 46 $ 24 Maturities of lease liabilities are summarized as follows: (In millions) Operating Leases 2021 $ 85 2022 76 2023 71 2024 37 2025 35 Thereafter 1,272 Total future minimum lease payments 1,576 Less: present value factor ( 1,079 ) Total lease liability $ 497 Finance Leases We have finance leases for certain equipment and real estate. As of December 31, 2020, our finance leases had remaining lease terms of up to approximately 38 years, some of which include options to extend the lease terms in one month increments. Our finance lease ROU assets and liabilities were $ 64 million as of December 31, 2020. Financing Obligations VICI Leases & Golf Course Use Agreement Upon consummation of the Merger, CEI assumed obligations of certain real property assets leased from VICI by Former Caesars under the following agreements: (i) for a portfolio of properties at various locations throughout the United States (the “Non-CPLV lease”), (ii) for Caesars Palace Las Vegas (the “CPLV lease”), (iii) for Harrah’s Joliet Hotel & Casino (the “Joliet Lease”) and (iv) for Harrah’s Las Vegas (the “HLV Lease”). These lease agreements provided for annual fixed rent (subject to escalation) of $ 773 million during an initial period, then rent consisting of both base rent and variable rent elements. The lease agreements had a 15 -year initial term and four five-year renewal options. The lease agreements included escalation provisions beginning in year two of the initial term and continuing through the renewal terms. The lease agreements also included provisions for variable rent payments calculated, in part, based on increases or decreases of net revenue of the underlying lease properties, commencing in year eight of the initial term and continuing through the renewal terms. The fair value of the real estate assets and the related failed sale-leaseback financing obligations were estimated based on the present value of the estimated future lease payments over the lease term of 15 years, plus renewal options, using an imputed discount rate of approximately 11.25 %. In connection with the closing of the Merger on July 20, 2020, the Company and certain of its affiliates consummated a series of transactions with VICI in accordance with the MTA and the purchase and sales agreements entered on September 26, 2019. The Company and certain of its affiliates consummated sale-leaseback transactions related to Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Resort Atlantic City, including the Harrah’s Atlantic City Waterfront Conference Center, for approximately $ 1.8 billion of net proceeds. The Non-CPLV lease was amended to include these properties (as amended, the “Regional Lease”), and was further amended to increase the annual rent thereunder by $ 154 million in the aggregate related to such added properties and extend the term of such lease so that following the amendment of such lease there will be 15 years remaining until the expiration of the initial term. The Joliet Lease term was also amended such that 15 years remain until the expiration of the initial term. 105 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Former Caesars entered into a Golf Course Use Agreement with VICI, which has a 35-year term (inclusive of all renewal periods), pursuant to which such affiliates of the Company agreed to pay (i) an annual payment of $ 10 million, subject to escalation, (ii) an annual use fee of $ 3 million, subject to escalation beginning in the second year, and (iii) certain per-round fees, all as more particularly set forth in the Golf Course Use Agreement. Furthermore, the term of the Golf Course Use Agreement was extended such that there will be 15 years remaining until the expiration of the initial term. The amendment to the Regional Lease also contains a put-call agreement related to the Centaur properties, which are Hoosier Park and Indiana Grand, pursuant to which the Company may require VICI to purchase and lease back (as lessor) the real estate components of the gaming and racetrack facilities of Hoosier Park and Indiana Grand and VICI may require the Company to sell to VICI and lease back (as lessee) the real estate components of such gaming and racetrack facilities. Election by either party to put or call the Centaur properties must be made during the election period beginning January 1, 2022 and ending December 31, 2024. Upon either party exercising their option, the Centaur properties would be sold at the price in accordance with the agreement and subsequently leased back to CEI by adding the leaseback to the pre-existing Regional lease agreement. As such, the Centaur properties would be leased back over the remaining term of the Regional lease agreement and the Regional lease agreement annual rental payments would be increased by the amount of rent required to achieve a rent coverage ratio of 1.3 as of the exercise date. A liability of $ 6 million associated with this agreement has been recorded within Other long-term liabilities. Additionally, in connection with the Merger, the Company received a one-time payment from VICI of approximately $ 1.4 billion for amendments to the CPLV Lease (as amended, the “Las Vegas Lease”) to, among other things, (i) add the land and improvements of HLV to the lease and terminate the HLV Lease, (ii) add the rent payable with respect to the HLV Lease and further increase the annual rent payable with respect to HLV by approximately $ 15 million, (iii) increase the annual rent with respect to CPLV by approximately $ 84 million and (iv) extend the term of such lease so that following the amendment of such lease there will be 15 years remaining until the expiration of the initial term. In connection with this modification of the CPLV Lease, the land and building components subject to the lease amendments described above did not qualify for sale-leaseback accounting. The modifications to the VICI Leases described above were accounted for as post-combination debt modifications. On December 24, 2020, the Company entered into an agreement to sell Caesars Southern Indiana to the EBCI for $ 250 million, subject to a customary working capital adjustment. As a result of this transaction, Caesars’ annual payments to VICI Properties under the Regional Lease will decline by $ 33 million upon closing of the transaction, and variable rent under the lease shall exclude net revenue attributable to Caesars Southern Indiana. GLPI Leases The fair value of the real estate assets and the related failed sale-leaseback financing obligations were estimated based on the present value of the estimated future lease payments over the lease term of 35 years, including renewal options, using an imputed discount rate of approximately 9.75 %. The value of the failed sale-leaseback financing obligations is dependent upon assumptions regarding the amount of the lease payments and the estimated discount rate of the lease payments required by a market participant. The GLPI Master Lease provides for the lease of land, buildings, structures and other improvements on the land (including barges and riverboats), easements and similar appurtenances to the land and improvements relating to the operation of the leased properties. The GLPI Master Lease provides for an initial term of 20 years (as amended below) with no purchase option. At the Company’s option, the GLPI Master Lease may be extended for up to four five-year renewal terms beyond the initial 20 -year term (as amended below). On June 15, 2020, the Company entered into an Amended and Restated Master Lease with GLPI, which, among other things, (i) extended the initial term from 15 to 20 years (through September 2038), with four five-year renewals at the Company’s option, (ii) commencing October 1, 2020, removed the percentage rent payable in exchange for an increase to the non-escalating portion of land base rent to $ 24 million, (iii) amended the dates on which, and the amounts by which, the escalating portion of base rent escalates, and (iv) provided certain relief under the operating, capital expenditure and financial covenants in the event of facility closures due to public health emergencies, governmental restrictions and certain other instances of unavoidable delay. The amendment to the GLPI Master Lease became effective on July 17, 2020 following receipt of required regulatory approvals. If the Company elects to renew the term of the GLPI Master Lease, the renewal will be effective as to all, but not less than all, of the leased property then subject to the GLPI Master Lease. The GLPI Master Lease does not provide the Company with the option to purchase the leased property and the Company does not have the ability to terminate its obligations under the GLPI Master Lease prior to its expiration without GLPI’s consent. On June 24, 2020, the Company received approval from Missouri Gaming Commission to sell the real estate underlying Lumière to GLPI and leaseback the property under a long-term financing obligation. On September 29, 2020, the sale was 106 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) consummated, resulting in satisfaction in full of the Lumière loan, and the Company entered into a lease with respect to the Lumière real estate (the “Lumière Lease”) with an initial term that ends on October 31, 2033 and four five-year renewal options. As of December 31, 2020, the Lumière loan in amount of $ 246 million has been satisfied in full and the real estate has been refinanced under a financing obligation. On October 27, 2020, the Company’s Exchanging Subsidiaries entered into an Exchange Agreement with GLPI pursuant to which the Exchanging Subsidiaries agreed to transfer the real estate relating to the Isle Casino Bettendorf and Isle Casino Hotel Waterloo to GLPI in exchange for the real estate relating to Evansville. The exchange transaction closed on December 18, 2020 and as a result of the lease being classified as a finance obligation the exchange was accounted for as a debt modification. As a result of the exchange, the real estate relating to Evansville was removed from the GLPI Master Lease and the real estate relating to Isle Casino Bettendorf and Isle Casino Hotel Waterloo is now subject to the GLPI Master Lease. Following the amendments and transactions above, the land and building components subject to the lease amendments described above did not qualify for sale-leaseback accounting and are accounted for as debt modifications. For these failed sale-leaseback transactions, the Company continues to reflect the real estate assets on the Balance Sheets in Property and equipment, net as if the Company was the legal owner, and continues to recognize depreciation expense over their estimated useful lives. The future minimum payments related to the GLPI Leases, including the Lumière Lease, and VICI Leases financing obligation, as amended, at December 31, 2020 were as follows: (In millions) GLPI Leases VICI Leases 2021 $ 109 $ 961 2022 110 1,066 2023 111 1,087 2024 112 1,107 2025 114 1,122 Thereafter 4,789 44,223 Total future payments 5,345 49,566 Less: Amounts representing interest ( 4,355 ) ( 39,459 ) Plus: Residual values 241 897 Financing obligation $ 1,231 $ 11,004 Cash payments made relating to our long-term financing obligations during the years ended December 31, 2020 and 2019 were as follows: GLPI Leases (a) VICI Leases (a) December 31, December 31, (In millions) 2020 2019 2020 2019 Cash paid for principal $ — $ — $ 49 $ — Cash paid for interest 93 88 472 — ____________________ (a) For the initial periods of the GLPI and VICI Leases, cash payments are less than the interest expense recognized, which causes the failed-sale leaseback obligation to increase during the initial years of the lease term. Lease Covenants The GLPI Leases and VICI Leases contains certain operating, capital expenditure and financial covenants thereunder, and the Company’s ability to maintain compliance with these covenants was also negatively impacted by the COVID-19 public health emergency. On June 15, 2020, the Company entered into an amendment to the GLPI Master Lease which provides certain relief under these covenants in the event of facility closures due to public health emergencies, governmental restrictions and certain other instances of unavoidable delay. Furthermore, the Company obtained waivers from VICI with relation to annual capital expenditure requirements for 2020. 107 Lessor Arrangements Lodging Arrangements Lodging arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of the fees charged for lodging. The nonlease components primarily consist of resort fees and other miscellaneous items. As the timing and pattern of transfer of both the lease and nonlease components are over the course of the lease term, we have elected to combine the revenue generated from lease and nonlease components into a single lease component based on the predominant component in the arrangement. During the year ended December 31, 2020, we recognized approximately $ 450 million in lease revenue related to lodging arrangements, which is included in Hotel revenues in the Statement of Operations. Conventions Convention arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of fees charged for the use of meeting space. The nonlease components primarily consist of food and beverage and audio/visual services. Revenue from conventions is included in Other revenue in the Statement of Operations, and during the year ended December 31, 2020, we recognized approximately $ 3 million in lease revenue related to conventions. Real Estate Operating Leases We enter into long-term real estate leasing arrangements with third-party lessees at our properties. As of December 31, 2020, the remaining terms of these operating leases ranged from 1 to 85 years, some of which include options to extend the lease term for up to five years . In addition to minimum rental commitments, certain of our operating leases provide for contingent payments including contingent rentals based on a percentage of revenues in excess of specified amounts and reimbursements for common area maintenance and utilities charges. As the timing and pattern of transfer of both the lease and nonlease components are over the course of the lease term, we have elected to combine the revenue generated from lease and nonlease components into a single lease component based on the predominant component in the arrangement. In addition, to maintain the value of our leased assets, certain leases include specific maintenance requirements of the lessees or maintenance is performed by the Company on behalf of the lessees. During the year ended December 31, 2020, we recognized approximately $ 41 million of real estate lease revenue, which is included in Other revenue in the Statement of Operations. Real estate lease revenue includes $ 13 million of variable rental income for the year ended December 31, 2020. Maturity of Lease Receivables as of December 31, 2020 (In millions) Operating Leases 2021 $ 50 2022 50 2023 47 2024 41 2025 37 Thereafter 719 Total $ 944 Note 11 . Litigation, Commitments and Contingencies Litigation We are party to various legal proceedings. Such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our consolidated financial condition or results of operations. While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. On July 14, 2020, the Company filed a lawsuit for damages and declaratory relief in state court in New York relating to a transfer fee of $ 50 million that was assessed by the Indiana Gaming Commission upon the Company’s purchase of Hoosier Park Racino and Casino in 2017 from Centaur Holdings, LLC. Contemporaneous with the filing of the lawsuit, the Company notified Centaur that it was withholding payment of $ 50 million from Centaur Holdings that was otherwise due as a portion of a deferred payment for the purchase from Centaur. In the lawsuit, the Company seeks a declaration from the Court that the Sellers are required to indemnify Caesars for its losses arising out of or relating to payment of the transfer fee and that the Company is entitled to offset the $ 50 million transfer fee against payments otherwise due to Centaur. The Defendants in that suit have filed 108 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Motions to Dismiss the Company’s claims. Briefing on the Motion has been concluded and the parties will await a decision from the Court. General In addition, we are a party to various legal and administrative proceedings, which have arisen in the normal course of our business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations. Contractual Commitments Agreements with Horsemen and Pari-mutuel Clerks The Federal Interstate Horse Racing Act and the state racing laws in Ohio and Florida require that, in order to simulcast races, we have written agreements with the horse owners and trainers at those racetracks. In Ohio and Florida, we must have an agreement with the representative of the horse owners. We have all the requisite agreements in place referenced in this sub section at Scioto Downs and Pompano. Certain agreements referenced above may be terminated upon written notice by either party. The following contractual commitments were assumed by the Company associated with Former Caesars as result of the consummation of the Merger. Extension of Casino Operating Contract and Ground Lease for Harrah’s New Orleans On April 1, 2020, the Company and the State of Louisiana, by and through the Louisiana Gaming Control Board (the “LGCB”), entered into an Amended and Restated Casino Operating Contract (as amended by a First Amendment to the Amended and Restated Casino Operating Contract dated April 9, 2020, the “Casino Operating Contract”) to amend and restate the casino operating contract between the Company and the LGCB with respect to Harrah’s New Orleans to, among other things: (a) extend the term of the Company’s authority to conduct gaming operations at Harrah’s New Orleans for thirty (30) years to 2054; (b) require the Company to make (i) a capital investment of $ 325 million on or around Harrah’s New Orleans by July 15, 2024 (subject to extensions for force majeure events) (the “Capital Investment”), (ii) certain one-time payments totaling $ 65 million to the City of New Orleans (the “City”) and the State of Louisiana, (iii) annual payments totaling $ 9 million to the City and the State of Louisiana and (iv) an annual license payment of $ 3 million to the LGCB starting April 1, 2022; and (c) delay the date by which the Company must deliver certain payments to the State of Louisiana and the City primarily driven by the reopening date of the casino. On April 3, 2020, the Company, New Orleans Building Corporation (“NOBC”) and the City (collectively, the “Ground Lease Parties”) entered into a Second Amended and Restated Lease Agreement (as amended by a letter agreement of the same date, the “Ground Lease”) to amend and restate the ground lease among the Ground Lease Parties with respect to Harrah’s New Orleans to, among other things: (a) require the Company to make (i) the Capital Investment, (ii) certain payments to the City as also required by the Casino Operating Contract and (iii) certain one-time payments totaling $ 29 million to NOBC; (b) increase the minimum amount of certain annual payments to be made by the Company to NOBC; (c) provide that NOBC approves (subject to the satisfaction of certain conditions) of (i) the consummation of the Merger and (ii) a sale-leaseback transaction between the Company and an affiliate of VICI; and (d) delay the date by which the Company must deliver certain payments to the City and NOBC primarily driven by the reopening date of the casino. Former Caesars made certain of the payments described above for a total of $ 61 million, of which $ 47 million was reflected as additional gaming rights acquired. Subsequent to the Merger, the Company made additional payments totaling approximately $ 20 million which were also reflected as additional gaming rights. Sports Sponsorship/Partnership Obligations We have agreements with certain professional sports leagues and teams, sporting event facilities and sports television networks for tickets, suites, and advertising, marketing, promotional and sponsorship opportunities. As of December 31, 2020, obligations related to these agreements were $ 304 million with contracts extending through 2035, which includes leasing of event suites that are generally considered short term leases for which we do not record a right of use asset or lease liability. We recognize expenses in the period services are rendered in accordance with the various agreements. In addition, assets or liabilities may be recorded related to the timing of payments as required by the respective agreement. On September 1, 2020, we amended our agreement with Turner Sports, Inc. for advertising and televised specials. On September 10, 2020, the Company entered into a multi-year agreement with ESPN including link integrations from ESPN’s website and app to sportsbooks with our sports betting partner, William Hill. 109 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Self-Insurance We are self-insured for workers compensation and other risk insurance, as well as health insurance and general liability. Our total estimated self-insurance liability was $ 223 million as of December 31, 2020. Due to the novel nature of the disruption resulting from the COVID-19 public health emergency, actuarial data is limited for determining its effect. The assumptions utilized by our actuaries are subject to significant uncertainty and if outcomes differ from these assumptions or events develop or progress in a negative manner, the Company could experience a material adverse effect and additional liabilities may be recorded in the future. Alternatively, as a result of the current work stoppages, a reduction of claims in future periods could be beneficial to our financial condition and results of operations. Contingent Liabilities Uncertainties Since 2009, Harrah’s New Orleans has undergone audits by state and local departments of revenue related to sales taxes on hotel rooms, parking and entertainment complimentaries. The periods that have been or are currently being audited are 2004 through 2016. In connection with these audits, certain periods have been paid under protest or are currently in various stages of litigation. On July 2, 2019, the judge denied Harrah’s New Orleans’ motion for partial summary judgment and granted the Department of Revenue’s (the “Department”) partial motion for summary judgment, finding that Harrah’s New Orleans owes state sales taxes, as well as district and New Orleans occupancy taxes to the Department on all discounted or complimentary rooms furnished by Harrah’s New Orleans to patrons or guests at Harrah’s New Orleans hotel and certain third party hotels. Harrah’s appealed the trial Court’s decision to the Louisiana Court of Appeal, which Appeal was rejected. Harrah’s has since petitioned to the Louisiana Supreme Court for review of the Appeals Court’s decision. On January 9, 2021, the Louisiana Supreme Court issued a ruling granting in part and denying in part the Company’s Petition for Appeal. In its decision, the Supreme Court upheld the lower Courts’ decisions that the Company must pay taxes for complimentaries at Harrah’s New Orleans, but overturned the lower Courts’ rulings that the Company must pay such taxes for third party hotels. This matter will now proceed to trial for a determination of the amount of taxes due pursuant to the Louisiana Supreme Court’s ruling. Under Former Caesars, $ 9 million has been paid under protest and is being held in escrow by the Department. Harrah’s New Orleans had accrued contingent liabilities of $ 43 million on December 31, 2020. Weather disruption - Lake Charles On August 27, 2020 Hurricane Laura made landfall on Lake Charles as a Category 4 storm. The hurricane severely damaged the Isle of Capri Casino Lake Charles and the Company has recorded an insurance receivable of $ 44 million, of which $ 15 million related to fixed asset impairments and $ 29 million related to remediation costs and repairs that have been incurred in the year ended December 31, 2020. The property will remain closed until construction of a new land-based casino is complete. 110 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 12. Long-Term Debt December 31, 2020 December 31, 2019 (Dollars in millions) Final Maturity Rates Face Value Book Value Book Value Secured Debt CEI Senior Secured Notes 2025 6.25 % $ 3,400 $ 3,333 $ — CEI Revolving Credit Facility 2025 variable (a) — — — ERI Term Loan N/A N/A — — 491 CRC Term Loan 2024 variable (b) 4,559 4,133 — CRC Incremental Term Loan 2025 variable (c) 1,796 1,707 — CRC Revolving Credit Facility 2022 variable (a) — — — CRC Senior Secured Notes 2025 5.75 % 1,000 981 — Convention Center Mortgage Loan 2025 7.70 % 400 397 — Lumière Loan N/A N/A — — 246 Unsecured Debt CEI Senior Notes 2027 8.125 % 1,800 1,768 — CRC Notes 2025 5.25 % 1,700 1,499 — 5 % Convertible Notes 2024 5.00 % 315 288 — 6 % Senior Notes 2026 N/A — — 582 6 % Senior Notes 2025 N/A — — 879 7 % Senior Notes 2023 N/A — — 370 Special Improvement District Bonds 2037 4.30 % 51 51 — Long-term notes and other payables 2 2 3 Total debt 15,023 14,159 2,571 Current portion of long-term debt ( 67 ) ( 67 ) ( 246 ) Deferred finance charges associated with the CEI Revolving Credit Facility — ( 19 ) — Long-term debt $ 14,956 $ 14,073 $ 2,325 Unamortized premiums, discounts and deferred finance charges (d) $ 883 $ 34 Fair value $ 15,466 ____________________ (a) Borrowing rates for our revolving credit facilities vary based on the election made at the time of draw down. (b) LIBOR plus 2.75 %. (c) LIBOR plus 4.50 %. (d) Approximately $ 7 million of deferred financing costs related to our revolving credit facilities are included within Other assets, net as of December 31, 2019. Annual Estimated Debt Service Requirements as of December 31, 2020 Years Ended December 31, (In millions) 2021 2022 2023 2024 2025 Thereafter Total Annual maturities of long-term debt $ 67 $ 67 $ 67 $ 4,753 $ 8,226 $ 1,843 $ 15,023 Estimated interest payments 840 810 790 810 480 230 3,960 Total debt service obligation (a) $ 907 $ 877 $ 857 $ 5,563 $ 8,706 $ 2,073 $ 18,983 ____________________ (a) Debt principal payments are estimated amounts based on maturity dates and potential borrowings under our revolving credit facilities. Interest payments are estimated based on the forward-looking LIBOR curve and include the estimated impact of the seven interest rate swap agreements related to our CRC Credit Facility (see Note 8). Actual payments may differ from these estimates. Current Portion of Long-Term Debt The current portion of long-term debt as of December 31, 2020 includes the principal payments on the term loans, other unsecured borrowings, and special improvement district bonds that are contractually due within 12 months. 111 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Debt Discounts or Premiums and Deferred Finance Charges Debt discounts or premiums and deferred finance charges incurred in connection with the issuance of debt are amortized to interest expense based on the related debt agreements primarily using the effective interest method. Unamortized discounts are written off and included in our gain or loss calculations to the extent we extinguish debt prior to its original maturity date. Fair Value The fair value of debt has been calculated primarily based on the borrowing rates available as of December 31, 2020 based on market quotes of our publicly traded debt. We classify the fair value of debt within Level 1 and Level 2 in the fair value hierarchy. New Debt Transactions The Company was party to a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017 (as amended the “ERI Credit Facility”), consisting of a $ 1.5 billion term loan facility (the “ERI Term Loan”) and a $ 500 million revolving credit facility (the “ERI Revolving Credit Facility”). In an effort to maintain liquidity and provide financial flexibility as the effects of COVID-19 continued to evolve and impact global financial markets, the Company borrowed $ 465 million under the revolving credit facility on March 16, 2020, which we repaid in July 2020 utilizing, in part, proceeds from the sale of the Company’s interests in Kansas City and Vicksburg. On July 6, 2020, Colt Merger Sub, Inc., a wholly-owned subsidiary of the Company (the “Escrow Issuer”), issued $ 3.4 billion aggregate principal amount of 6.25 % Senior Secured Notes due 2025, $ 1.8 billion aggregate principal amount of 8.125 % Senior Notes due 2027 and $ 1.0 billion aggregate principal amount of 5.75 % Senior Secured Notes due 2025 (agreements defined below). On July 20, 2020, in connection with the closing of the Merger, the Company entered into a new credit agreement (“CEI Credit Agreement”), which provide a five-year senior secured revolving credit facility in an aggregate principal amount of $ 1.2 billion. In addition, Caesars Resort Collection, LLC (“CRC”) entered into incremental amendments to the CRC Credit Agreement, which provided a $ 1.8 billion incremental term loan (agreements defined below). A portion of the proceeds from these arrangements was used to prepay in full the loans outstanding and terminate all commitments under the ERI Credit Facility, and to satisfy and discharge the Company’s 6 % Senior Notes due 2025, 6 % Senior Notes due 2026 and the 7 % Senior Notes due 2023. The 6 % Senior Notes due 2025 were redeemed at a redemption price of 104.5 %, the 7 % Senior Notes due 2023 were redeemed at a redemption price of 103.5 %, and $ 210 million aggregate principal amount of the 6 % Senior Notes due 2026 was redeemed at a redemption price of 106 % with the remaining balance redeemed at a redemption price of 100 % of the aggregate principal amount thereof plus the Applicable Premium, as defined in the indenture for the 6 % Senior Notes due 2026. The redemption of these senior notes resulted in a loss on extinguishment of $ 132 million during the year ended December 31, 2020, which is recorded within Loss on extinguishment of debt on the Statement of Operations. CEI Senior Secured Notes due 2025 On July 6, 2020, the Escrow Issuer issued $ 3.4 billion in aggregate principal amount of 6.25 % Senior Secured Notes due 2025 pursuant to an indenture dated July 6, 2020 (the “CEI Senior Secured Notes”), by and among the Escrow Issuer, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent. The Company assumed the rights and obligations under the CEI Senior Secured Notes and the indenture governing such notes on July 20, 2020. The CEI Senior Secured Notes will mature on July 1, 2025 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year, commencing January 1, 2021. CEI Senior Notes due 2027 On July 6, 2020, the Escrow Issuer issued $ 1.8 billion in aggregate principal amount of 8.125 % Senior Notes due 2027 pursuant to an indenture, dated July 6, 2020 (the “CEI Senior Notes”), by and between the Escrow Issuer and U.S. Bank National Association, as trustee. The Company assumed the rights and obligations under the CEI Senior Notes and the indenture governing such notes on July 20, 2020. The CEI Secured Notes will mature on July 1, 2027 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year, commencing January 1, 2021. 112 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) CEI Revolving Credit Facility On July 20, 2020, the Escrow Issuer entered into a new credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as collateral agent, and certain banks and other financial institutions and lenders party thereto, which provide for a five-year CEI Revolving Credit Facility in an aggregate principal amount of $ 1.2 billion (the “CEI Revolving Credit Facility”). The CEI Revolving Credit Facility matures in 2025 and includes a letter of credit sub-facility of $ 250 million. The interest rate per annum applicable under the CEI Revolving Credit Facility, at the Company’s option is either (a) LIBOR adjusted for certain additional costs, subject to a floor of 0 % or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 %, (ii) the prime rate as determined by JPMorgan Chase Bank, N.A. and (iii) the one-month adjusted LIBOR rate plus 1.00 %, in each case plus an applicable margin. Such applicable margin shall be 3.25 % per annum in the case of any LIBOR loan and 2.25 % per annum in the case of any base rate loan, subject to three 0.25 % step-downs based on the Company’s total leverage ratio. Additionally, the Company is required to pay a commitment fee in respect of any unused commitments under CEI Revolving Credit Facility in the amount of 0.50 % of principal amount of the commitments of all lenders, subject to a step-down to 0.375 % based upon the Company’s total leverage ratio. The Company is also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125 % of the daily stated amount of such letter of credit. The Company had $ 1.2 billion of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $ 19 million in outstanding letters of credit under CEI Revolving Credit Facility, as of December 31, 2020. CRC Senior Secured Notes due 2025 On July 6, 2020, the Company issued $ 1.0 billion in aggregate principal amount of 5.75 % Senior Notes due 2025 pursuant to an indenture, dated July 6, 2020 (the “CRC Senior Secured Notes”), by and among the Escrow Issuer, U.S. Bank National Association, as trustee and Credit Suisse AG, Cayman Islands Branch, as collateral agent. In connection with the consummation of the Merger, CRC assumed the rights and obligations under the CRC Senior Secured Notes and the CRC Senior Secured Notes. The CRC Senior Secured Notes will mature on July 1, 2025 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year, commencing January 1, 2021. Convention Center Mortgage Loan On September 18, 2020, the Company entered into a loan agreement with VICI to borrow a five-year , $ 400 million Forum Convention Center mortgage loan (the “Mortgage Loan”). The Mortgage Loan bears interest at a rate of, initially, 7.7 % per annum, which escalates annually to a maximum interest rate of 8.3 % per annum. Lumière Loan The Company borrowed $ 246 million from GLPI to fund the purchase price of the real estate underlying Lumière, which was scheduled to mature on October 1, 2020. On June 24, 2020, the Company received approval from Missouri Gaming Commission to sell the real estate underlying Lumière to GLPI and leaseback the property under a long-term financing obligation. As of December 31, 2020, the Lumière loan has been satisfied in full and the real estate has been refinanced under a financing obligation. See Note 10 . Assumed Debt Activity Former Caesars and its subsidiaries incurred the following indebtedness that remained outstanding following the consummation of the Merger. CRC Term Loans and CRC Revolving Credit Facility CRC is party to the Credit Agreement, dated as of December 22, 2017 (as amended, the “CRC Credit Agreement”), which included a $ 1.0 billion five-year revolving credit facility (the “CRC Revolving Credit Facility”) and an initial $ 4.7 billion seven-year first lien term loan (the “CRC Term Loan”), which was increased by $ 1.8 billion pursuant to an incremental agreement executed in connection with the Merger (the “CRC Incremental Term Loan”). 113 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The CRC Term Loan matures in 2024. The CRC Incremental Term Loan matures in 2025. The CRC Revolving Credit Facility matures in 2022 and includes a letter of credit sub-facility. The CRC Term Loan requires scheduled quarterly principal payments in amounts equal to 0.25 % of the original aggregate principal amount, with the balance due at maturity. The CRC Credit Agreement also includes customary voluntary and mandatory prepayment provisions, subject to certain exceptions. As of December 31, 2020, approximately $ 65 million was committed to outstanding letters of credit. As of December 31, 2020, there were no borrowings outstanding under the CRC Revolving Credit Facility. Borrowings under the CRC Credit Agreement bear interest at a rate equal to either (a) LIBOR adjusted for certain additional costs, subject to a floor of 0 % or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 %, (ii) the prime rate as determined by Credit Suisse AG, Cayman Islands Branch, as administrative agent under the CRC Credit Agreement and (iii) the one-month adjusted LIBOR rate plus 1.00 %, in each case plus an applicable margin. Such applicable margin shall be (a) with respect to the CRC Term Loan, 2.75 % per annum in the case of any LIBOR loan or 1.75 % per annum in the case of any base rate loan, (b) with respect to the CRC Incremental Term Loan, 4.50 % per annum in the case of any LIBOR loan or 3.50 % in the case of any base rate loan and (c) in the case of the CRC Revolving Credit Facility, 2.25 % per annum in the case of any LIBOR loan and 1.25 % per annum in the case of any base rate loan, subject in the case of the CRC Revolving Credit Facility to two 0.125 % step-downs based on CRC’s senior secured leverage ratio (“SSLR”), the ratio of first lien senior secured net debt to adjusted earnings before interest, taxes, depreciation and amortization. The CRC Revolving Credit Facility is subject to a financial covenant discussed below. In addition, CRC is required to pay a commitment fee in respect of any commitments under the CRC Revolving Credit Facility in the amount of 0.50 % of the principal amount of the commitments, subject to step-downs to 0.375 % and 0.25 % based upon CRC’s SSLR. CRC is also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125 % of the daily stated amount of such letter of credit. CRC Notes On October 16, 2017, CRC issued $ 1.7 billion aggregate principal amount of 5.25 % senior notes due 2025 (the “CRC Notes”). Former Caesars 5 % Convertible Notes On October 6, 2017, Former Caesars issued $ 1.1 billion aggregate principal amount of 5.00 % convertible senior notes maturing in 2024 (the “ 5 % Convertible Notes”). The 5 % Convertible Notes are convertible into the weighted average of the number of shares of Company Common Stock and amount of cash actually received per share by holders of common stock of Former Caesars that made elections for consideration in the Merger. As of December 31, 2020, we have paid approximately $ 903 million and issued approximately 10.8 million shares upon conversion of $ 770 million in aggregate principal amount of the 5 % Convertible Notes during 2020. The Company has determined that the 5 % Convertible Notes contain derivative features that require bifurcation. The Company separately accounts for the liability component and equity conversion option of the 5 % Convertible Notes. The difference between the overall instrument value and the value of the liability component was assumed to be the value of the equity conversion option component. The value of the liability is determined based on a discounted cash flow of the debt instrument. See Note 8 for more information on the 5 % Convertible Notes’ fair value measurements. Net amortization of the debt issuance costs and the discount and/or premium associated with the Company’s indebtedness totaled $ 80 million, $ 8 million and $ 6 million for the years ended December 31, 2020, 2019 and 2018, respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense. 114 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities in 2020 (In millions) Proceeds Repayments Debt issuance and extension costs and fees* CEI Senior Secured Notes $ 3,400 $ — $ 73 CEI Revolving Credit Facility 900 900 16 ERI Term Loan — 499 — CRC Term Loan — 23 — CRC Incremental Term Loan 1,800 5 96 CRC Senior Secured Notes 1,000 — 21 Convention Center Mortgage Loan 400 — 3 CEI Senior Notes 1,800 — 34 6% Senior Notes 2026 — 600 54 6% Senior Notes 2025 — 875 39 7% Senior Notes — 375 13 ERI Revolving Credit Facility 465 465 — Total $ 9,765 $ 3,742 $ 349 ____________________ * Does not include lease related extinguishment costs. Debt Covenant Compliance The CRC Credit Agreement, the CEI Revolving Credit Facility and the indentures governing the CEI Senior Secured Notes, the CEI Senior Notes, the CRC Senior Secured Notes and the CRC Notes contain covenants which are standard and customary for these types of agreements. These include negative covenants, which, subject to certain exceptions and baskets, limit the Company’s and its subsidiaries’ ability to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions. The indenture for the 5 % Convertible Notes contained limited covenants as a result of amendments that became effective in connection with the consummation of the Merger. The CRC Revolving Credit Facility and CEI Revolving Credit Facility include a maximum first-priority net senior secured leverage ratio financial covenant of 6.35 :1, which is applicable solely to the extent that certain testing conditions are satisfied. Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding under the relevant debt document. The Company’s results of operations have been materially adversely affected by the impacts of the COVID-19 public health emergency. As a result, the current terms of the CEI Credit Agreement and the CRC Credit Agreement provide that the financial covenant measurement period is not effective through September 30, 2021 so long as the Company and CRC, respectively, comply with a minimum liquidity requirement, which includes any such availability under the applicable revolving credit facilities. As of December 31, 2020, the Company was in compliance with all of the applicable financial covenants under the CEI Credit Agreement, the CRC Credit Agreement, CEI Senior Secured Notes, CEI Senior Notes, and CRC Senior Secured Notes, 5 % Convertible Notes and CRC Notes. Guarantees The CEI Revolving Credit Facility and the CEI Senior Secured Notes are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of CEI (subject to certain exceptions) and are secured by substantially all of the existing and future property and assets of CEI and its subsidiary guarantors (subject to certain exceptions). The CEI Senior Notes are guaranteed on a senior unsecured basis by such subsidiaries. The CRC Credit Agreement and the CRC Senior Secured Notes are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of CRC (subject to certain exceptions) and are secured by substantially all of the existing and future property and assets of CEI and its subsidiary guarantors (subject to certain exceptions). The CRC Notes are guaranteed on a senior unsecured basis by such subsidiaries. 115 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 13. Revenue Recognition Accounting Policies Casino Revenues The Company recognizes as casino revenue the net win from gaming activities, which is the difference between gaming wins and losses, not the total amount wagered. Progressive jackpots are accrued and charged to revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of certain cash and free play incentives. Pari-mutuel commissions consist of commissions earned from thoroughbred and harness racing and importing of simulcast signals from other race tracks and are recognized at the time wagers are made. Such commissions are a designated portion of the wagering handle as determined by state racing commissions and are shown net of the taxes assessed by state and local agencies, as well as purses and other contractual amounts paid to horsemen associations. The Company recognizes revenues from fees earned through the exporting of simulcast signals to other race tracks at the time wagers are made, which are recorded on a gross basis. Such fees are based upon a predetermined percentage of handle as contracted with the other race tracks. Non-gaming Revenues Hotel, food and beverage, and other operating revenues are recognized as services are performed and is the net amount collected from the customer for such goods and services. Hotel, food and beverage services have been determined to be separate, stand-alone performance obligations and is recorded as revenue as the good or service is transferred to the customer over the customer’s stay at the hotel or when the delivery is made for the food and beverage. Advance deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred income until the revenue recognition criteria has been met. The Company also provides goods and services that may include multiple performance obligations, such as for packages, for which revenues are allocated on a pro rata basis based on each service's stand-alone selling price. The Company’s consolidated statement of operations presents net revenue disaggregated by type or nature of the good or service. A summary of net revenues disaggregated by type of revenue and reportable segment is presented below. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources for the current year. Refer to Note 1 and Note 19 for additional information on the Company’s reportable segments. Year Ended December 31, 2020 (In millions) Las Vegas Regional Managed, International & CIE Corporate and Other Total Casino and pari-mutuel commissions $ 319 $ 1,972 $ 46 $ — $ 2,337 Food and beverage 130 206 1 — 337 Hotel 186 264 — — 450 Other 116 103 116 15 350 Net revenues $ 751 $ 2,545 $ 163 $ 15 $ 3,474 Year Ended December 31, 2019 (In millions) Las Vegas Regional Managed, International & CIE Corporate and Other Total Casino and pari-mutuel commissions $ — $ 1,808 $ — $ — $ 1,808 Food and beverage — 301 — — 301 Hotel — 300 — — 300 Other — 111 — 8 119 Net revenues $ — $ 2,520 $ — $ 8 $ 2,528 Year Ended December 31, 2018 (In millions) Las Vegas Regional Managed, International & CIE Corporate and Other Total Casino and pari-mutuel commissions $ — $ 1,553 $ — $ — $ 1,553 Food and beverage — 247 — — 247 Hotel — 184 — — 184 Other — 71 — 1 72 Net revenues $ — $ 2,055 $ — $ 1 $ 2,056 116 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Accounts Receivable and Credit Risk We issue credit to approved casino customers following investigations of creditworthiness. Business or economic conditions or other significant events could affect the collectability of these receivables. Accounts receivable are non-interest bearing and are initially recorded at cost. Marker play represents a significant portion of our overall table games volume. We maintain strict controls over the issuance of markers and aggressively pursue collection from those customers who fail to pay their marker balances timely. These collection efforts include the mailing of statements and delinquency notices, personal contacts, the use of outside collection agencies and civil litigation. Markers are generally legally enforceable instruments in the United States. Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reached to satisfy judgments entered in the United States. We consider the likelihood and difficulty of enforceability, among other factors, when we issue credit to customers who are not residents of the United States. Trade receivables, including casino and hotel receivables, are typically non-interest bearing. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts, historical collection experience and reasonable forecasts which consider current economic and business conditions. Management believes that as of December 31, 2020 and 2019, no significant concentrations of credit risk related to receivables existed. Reserve for Uncollectible Accounts Receivable We reserve an estimated amount for receivables that may not be collected. Methodologies for estimating bad debt reserves range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered, as are customer relationships, in determining specific reserves. As with many estimates, management must make judgments about potential actions by third parties in establishing and evaluating our reserves for bad debts. Accounts receivable, net include the following amounts: Balance Sheet as of (In millions) December 31, 2020 December 31, 2019 Casino and pari-mutuel commissions $ 135 $ 16 Food and beverage and hotel 25 17 Other 178 21 Accounts receivable, net $ 338 $ 54 Allowance for Doubtful Accounts (In millions) Contracts Other (a) Total Balance as of January 1, 2018 $ 1 $ — $ 1 Acquisitions 1 1 2 Provision for doubtful accounts 1 1 2 Write-offs less recoveries ( 1 ) — ( 1 ) Balance as of December 31, 2018 2 2 4 Provision for doubtful accounts 1 — 1 Write-offs less recoveries 1 ( 1 ) — Balance as of December 31, 2019 4 1 5 Former Caesars consolidation (b) 95 35 130 Provision for doubtful accounts 18 11 29 Write-offs less recoveries 3 ( 29 ) ( 26 ) Balance as of December 31, 2020 $ 120 $ 18 $ 138 ____________________ (a) “Other” includes allowance associated with lease receivables under ASC 842. See Note 10 for further details. (b) See Note 3 for further details relating to the acquisition of Former Caesars. 117 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Contract and Contract Related Liabilities The Company records contract or contract-related liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer,(2) player loyalty program obligations, subsequently combined as Caesars Rewards, which represents the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on on-property spending, including gaming, hotel, dining, retail shopping, and player loyalty program incentives earned, and (3) customer deposits and other deferred revenue, which is primarily funds deposited by customers related to gaming play, advance payments received for goods and services yet to be provided (such as advance ticket sales, deposits on rooms and convention space or for unpaid wagers), and deferred revenues associated with the Company’s existing interests in William Hill (see Note 5). Except for deferred revenues related to William Hill, these liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within accrued other liabilities on the Company’s Consolidated Balance Sheets. Outstanding Chip Liability The Company recognizes the impact on gaming revenues on an annual basis to reflect an estimate of the change in the value of outstanding chips that are not expected to be redeemed. This estimate is determined by measuring the difference between the total value of chips placed in service less the value of chips under our control. This measurement is performed on an annual basis utilizing a methodology in which a consistent formula is applied to estimate the percentage of chips not in our custody that are not expected to be redeemed. In addition to the formula, certain judgments are made with regard to various denominations and souvenir chips. The outstanding chip liability is included in accrued other liabilities on the Consolidated Balance Sheets. Caesars Rewards Loyalty Program Caesars Rewards grants Reward Credits to Caesars Rewards Members based on on-property spending, including gaming, hotel, dining, and retail shopping at all Caesars-affiliated properties. Members may redeem Reward Credits for complimentary or discounted goods and services such as rooms, food and beverages, merchandise, free play, entertainment, and travel accommodations. Members are able to accumulate Reward Credits over time that they may redeem at their discretion under the terms of the program. A member’s Reward Credit balance is forfeited if the member does not earn at least one Reward Credit during a continuous six-month period. Because of the significance of the Caesars Rewards program and the ability for customers to accumulate Reward Credits based on their past play, we have determined that Reward Credits granted in conjunction with other earning activity represent a performance obligation. As a result, for transactions in which Reward Credits are earned, we allocate a portion of the transaction price to the Reward Credits that are earned based upon the relative standalone selling prices (“SSP”) of the goods and services involved. When the activity underlying the “earning” of the Reward Credits has a wide range of selling prices and is highly variable, such as in the case of gaming activities, we use the residual approach in this allocation by computing the value of the Reward Credits as described below and allocating the residual amount to the gaming activity. This allocation results in a significant portion of the transaction price being deferred and presented as a Contract liability on our accompanying Balance Sheets. Any amounts allocated to Contract liabilities are recognized as revenue when the Reward Credits are redeemed in accordance with the specific recognition policy of the activity for which the credits are redeemed. This balance is further described below under Contract Liabilities. Our Caesars Rewards loyalty program includes various tiers that offer different benefits, and members are able to earn credits towards tier status, which generally enables them to receive discounts similar to those provided as complimentaries described below. We have determined that any such discounts received as a result of tier status do not represent material rights, and therefore, we do not account for them as distinct performance obligations. We have determined the SSP of a Reward Credit by computing the redemption value of credits expected to be redeemed. Because Reward Credits are not otherwise independently sold, we analyzed all Reward Credit redemption activity over the preceding calendar year and determined the redemption value based on the fair market value of the goods and services for which the Reward Credits were redeemed. We have applied the practical expedient under the portfolio approach to our Reward Credit transactions because of the similarity of gaming and other transactions and the homogeneity of Reward Credits. As part of determining the SSP for Reward Credits, we also determined that there is generally an amount of Reward Credits that is not redeemed, which is considered “breakage.” We recognize the expected breakage proportionally with the pattern of revenue recognized related to the redemption of Reward Credits. We periodically reassess our customer behaviors and revise our expectations as deemed necessary on a prospective basis. 118 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table summarizes the activity related to contract and contract-related liabilities: Outstanding Chip Liability Caesars Rewards Customer Deposits and Other Deferred Revenue (In millions) 2020 2019 2020 2019 2020 2019 Balance at January 1 $ 10 $ 9 $ 13 $ 18 $ 172 $ 28 Balance at December 31 32 10 94 13 278 172 Increase / (decrease) $ 22 $ 1 $ 81 $ ( 5 ) $ 106 $ 144 The December 31, 2020 balances exclude liabilities related to assets held for sale recorded in 2020 and 2019 (see Note 4). The significant change in contract and contract-related liabilities during the year ended December 31, 2020 was primarily due to the liabilities assumed subsequent to the Merger with Former Caesars. The significant change in customer deposits and other deferred revenue during the year ended December 31, 2019 was primarily attributed to the Company’s interests in William Hill received in exchange for providing a skin to William Hill for use over time. which is recorded in other long-term liabilities on the Consolidated Balance Sheets (see Note 5). Complimentaries The Company offers discretionary coupons and other discretionary complimentaries to customers outside of the loyalty program. Such complimentaries are provided in conjunction with other revenue‑earning activities and are generally provided to encourage additional customer spending on those activities. Accordingly, the Company allocates a portion of the transaction price received from such customers to the complimentary goods and services. The Company performs this allocation based on the SSP of the underlying goods and services, which is determined based upon the weighted-average cash sales prices received for similar services at similar points during the year. The retail value of complimentary food, beverage, hotel rooms and other services provided to customers is recognized as a reduction of revenues for the department which issued the complimentary and revenue for the department redeemed. Complimentaries provided by third parties at the discretion and under the control of the Company is recorded as an expense when incurred. The Company’s revenues included complimentaries and loyalty point redemptions totaling $ 401 million, $ 292 million and $ 211 million for the years ended December 31, 2020, 2019 and 2018, respectively. Note 14. Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income (loss) by the weighted average shares outstanding during the reporting period. Diluted EPS is computed similarly to basic EPS except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and the assumed vesting of restricted share units, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised, that outstanding restricted share units were released and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. For a period in which the Company generated a net loss, the weighted average shares outstanding - basic was used in calculating diluted loss per share because using diluted shares would have been anti-dilutive to loss per share. The following table illustrates the required disclosure of the reconciliation of the numerators and denominators of the basic and diluted net income per share computations during the years ended December 31, 2020, 2019 and 2018: Years Ended December 31, (In millions, except per share amounts) 2020 2019 2018 Net (loss) income available to Caesars $ ( 1,757 ) $ 81 $ 95 Shares outstanding: Weighted average shares outstanding – basic 130 78 77 Effect of dilutive securities: Stock-based compensation awards — 1 1 Weighted average shares outstanding – diluted 130 79 78 Basic (loss) income per share $ ( 13.50 ) $ 1.04 $ 1.23 Diluted (loss) income per share $ ( 13.50 ) $ 1.03 $ 1.22 119 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS Years Ended December 31, (In millions) 2020 2019 2018 Stock-based compensation awards 9 — — 5% Convertible notes 4 — — Total anti-dilutive common stock 13 — — Note 15 . Stock-Based Compensation and Stockholders’ Equity Stock-Based Awards The Company maintains long-term incentive plans which allow for granting stock-based compensation awards for directors, employees, officers, and consultants or advisers who render services to the Company or its subsidiaries, based on Company Common Stock, including performance-based and incentive stock options, restricted stock or restricted stock units (“RSUs”), performance stock units, market-based stock units (“MSUs”), stock appreciation rights, and other stock-based awards or dividend equivalents. Forfeitures are recognized in the period in which they occur. Performance Incentive Plans The Board of Directors (“Board”) adopted ERI’s 2015 Equity Incentive Plan (“2015 Plan”) on January 23, 2015 and the Company’s stockholders subsequently approved the adoption of the 2015 Plan on June 23, 2015. On March 28, 2019, the Company’s Board approved an amendment to the 2015 Plan and the Company’s stockholders subsequently approved the adoption of the amended and restated 2015 Plan on June 24, 2019. The amendment to the 2015 Plan allows for 3 million shares available for grant, plus the number of shares available for issuance under the 2015 Plan on the date the Company’s stockholders approved the amendment. Upon consummation of the Merger, the Company assumed the outstanding awards under the Former Caesars’ incentive plans, including the 2012 Performance Incentive Plan (the “2012 Incentive Plan”) and the 2017 Performance Incentive Plan (the “2017 Incentive Plan”). As of December 31, 2020, there were approximately 111 thousand options outstanding under the 2012 Incentive Plan, which will expire between years 2022 and 2025 and there were no RSUs outstanding under the 2012 Incentive Plan. Under the 2017 Incentive Plan, a total of 14 million shares of our common stock have been authorized for issuance. No options have been granted under the 2017 Incentive Plan. As a result of the Merger, the Company no longer issues awards under the 2012 and 2017 Incentive Plans, as all future awards are issued under the 2015 Plan. As of December 31, 2020, the Company had 6 million shares available for grant under the 2015 Plan, of which 2 million of unissued common shares were assumed from the Former Caesars’ 2017 Incentive Plan. Stock options primarily vest ratably over three years . Certain RSUs granted to employees and executive officers vest and become non-forfeitable upon the third anniversary of the date of grant, and certain RSUs granted to employees and executive officers vest ratably either over three or four years . RSUs granted to non-employee directors generally vest immediately and are issued on the vesting date, or may be deferred until a later date such as the date that is the earlier of termination of service on the Board or the consummation of a change of control of the Company. Performance awards relate to the achievement of defined levels of performance and are generally measured over a one or two-year performance period depending upon the award agreement. If the performance award levels are achieved, the awards earned will vest and become payable at the end of the vesting period, defined as either a one or two calendar year period following the performance period. Payout ranges are from 0 % up to 200 % of the award target. MSUs cliff vest over three years . In connection with the Merger, Former Caesars’ outstanding performance-based stock options ceased to represent an option or right to acquire shares of Former Caesars common stock and were converted into an option or right to purchase shares of Company Common Stock on the same terms and conditions as were applicable to such option immediately prior to the consummation of the Merger. Former Caesars’ unvested RSUs and MSUs were converted into a number of RSUs or MSUs, as applicable, in respect of shares of Company Common Stock and remained subject to the same terms and conditions as were applicable to such RSUs and MSUs immediately prior to the consummation of the Merger. 120 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) In addition, during the year ended December 31, 2020, the Company granted both RSUs and MSUs to members of management. Vesting of the awards varies, and includes awards that cliff vest after a two or three year service period, as well as awards that vest ratably on each anniversary during the three year service period. In addition, awards were granted to certain key individuals related to their efforts and the related shareholder return from potential transactions. Vesting of the awards is subject to various service and performance conditions and will accelerate and vest immediately upon the closing of a qualifying transaction as defined by the agreements. Certain awards contained a market-based performance condition with which the fair value of the awards was determined based on a Monte Carlo simulation. The grant date fair value for these awards with a market-based performance condition was approximately $ 7 million. Total stock-based compensation expense in the accompanying consolidated statements of income was $ 78 million, $ 20 million and $ 13 million during the years ended December 31, 2020, 2019 and 2018, respectively. These amounts are included in corporate expenses and, in the case of certain property positions, general and administrative expenses in the Company’s Consolidated Statements of Operations. Restricted Stock Unit Activity During the year ended December 31, 2020, as part of the annual incentive program, the Company granted RSUs to employees of the Company with an aggregate fair value of $ 63 million. Each RSU represents the right to receive payment in respect of one share of the Company’s Common Stock. In connection with the Merger, on July 20, 2020, each Former Caesars’ RSU that was eligible to vest based solely on the passage of time that was outstanding as of immediately prior to the consummation of the Merger was converted into a RSU in respect of Company Common Stock and remained subject to the same terms and conditions as were applicable as of immediately prior to the consummation of the Merger. A summary of the RSUs activity, including performance awards, for the year ended December 31, 2020 is presented in the following table: Units Weighted Average Grant Date Fair Value (a) Unvested outstanding as of December 31, 2019 1,246,641 $ 35.56 Granted (b) 1,307,059 48.60 Acquired (c) 1,876,969 38.24 Vested ( 1,477,352 ) 34.58 Forfeited ( 38,724 ) 41.88 Unvested outstanding as of December 31, 2020 2,914,593 43.54 ____________________ (a) Represents the weighted-average grant date fair value of RSUs, which is the share price of our common stock on the grant date. (b) Included are 21,965 RSUs granted to non-employee members of the Board during the year ended December 31, 2020. (c) Assumed RSU shares of Former Caesars as of the Merger date. Market-Based Stock Unit Activity During the year ended December 31, 2020, the Company granted approximately 450 thousand MSUs that are scheduled to cliff vest in three years . On the vesting date, recipients will receive between 0 % and 200 % of the granted MSUs in the form of Company Common Stock based on the achievement of specified market and service conditions. Based on the terms and conditions of the awards, the grant date fair value of the MSUs was determined using a Monte Carlo simulation model. Key assumptions for the Monte Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient. The effect of market conditions is considered in determining the grant date fair value, which is not subsequently revised based on actual performance. The aggregate value of MSUs granted during the year ended December 31, 2020 was $ 20 million. In connection with the Merger, on July 20, 2020, each MSU of Former Caesars was converted into a MSU in respect of shares of Company Common Stock and remained subject to the same terms and conditions as were applicable as of immediately prior to the consummation of the Merger. 121 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Units Weighted- Average Fair Value (a) Unvested outstanding as of December 31, 2019 — $ — Granted 449,639 44.83 Acquired (b) 124,984 63.36 Vested ( 128,536 ) 47.09 Forfeited — — Unvested outstanding as of December 31, 2020 446,087 49.37 ____________________ (a) Represents the fair value determined using a Monte Carlo simulation model. (b) Assumed MSU shares of Former Caesars as of the Merger date. Stock Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2019 135,956 $ 9.96 3.28 $ 7 Acquired (a) 111,478 28.91 Exercised ( 70,608 ) 8.31 Forfeited ( 102 ) 26.65 Expired — — Outstanding as of December 31, 2020 176,724 22.57 1.71 9 Vested and expected to vest as of December 31, 2020 176,724 22.57 1.71 9 Exercisable as of December 31, 2020 60,549 11.69 2.58 4 ____________________ (a) Assumed stock options of Former Caesars as of the Merger date. Stock Option Exercises Years Ended December 31, (Dollars in millions) 2020 2019 2018 Option Exercises: Number of options exercised 70,608 — 120,120 Cash received for options exercised $ 1 $ — $ — Aggregate intrinsic value of options exercised $ 5 $ — $ 3 Unrecognized Compensation Cost As of December 31, 2020, the Company had $ 92 million of unrecognized compensation expense, which is expected to be recognized over a weighted-average period of 1.5 years. Common Stock Offerings On June 19, 2020, the Company completed the public offering of 20,700,000 shares (including the shares sold pursuant to the underwriters’ overallotment option) of Company Common Stock, at an offering price of $ 39.00 per share, which provided $ 772 million of proceeds, net of fees and estimated expenses of $ 35 million. On October 1, 2020, the Company completed the public offering of 35,650,000 shares (including the shares sold pursuant to the underwriters’ overallotment option) of Company Common Stock, at an offering price of $ 56.00 per share, which provided $ 1.9 billion of proceeds, net of fees and estimated expenses of $ 50 million. Share Repurchase Program In November 2018, the Board authorized a $ 150 million common stock repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, repurchase shares of common stock on the open market (either with or 122 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) without a 10b5-1 plan) or through privately negotiated transactions. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that the Company is required to repurchase under the Share Repurchase Program. As of December 31, 2020, the Company has acquired 223,823 shares of common stock at an aggregate value of $ 9 million and an average of $ 40.80 per share. No shares were repurchased during the years ended December 31, 2020 or 2019. Note 16 . Employee Benefit Plans 401(k) Plans The Company offered several 401(k) plans to substantially all employees who are not covered by collective bargaining agreements, who meet certain eligibility requirements, namely terms of service. During 2019, all existing 401(k) plans merged into a single plan. Under the combined plan, the employer matches contributions equal to 50 % of the first 6 %. In connection with the Merger, the Company assumed Former Caesars’ 401(k) plan and makes comparable matching contributions to employees covered by its plan document. The Company’s matching contribution expense totaled $ 10 million, $ 6 million and $ 3 million for the years ended December 31, 2020, 2019 and 2018, respectively. Mountaineer’s qualified defined contribution plan (established by West Virginia legislation) covered substantially all of its employees. Contributions to the ERI 401(k) Plan for the benefit of Mountaineer employees were $ 1 million for the year ended December 31, 2018. Mountaineer was sold on December 6, 2019. Defined-Benefit Plan Scioto Downs sponsors a noncontributory defined-benefit plan covering all full-time employees meeting certain age and service requirements. On May 31, 2001, the plan was amended to freeze eligibility, accrual of years of service and benefits. As of December 31, 2020, the fair value of the plan assets was $ 1 million, and the fair value of the benefit obligations was $ 1 million. The plan assets are comprised primarily of money market and mutual funds whose values are determined based on quoted market prices and are classified in Level 1 of the fair value hierarchy. We did not make cash contributions to the Scioto Downs pension plan during 2020, 2019 and 2018. In addition, the Company also sponsors a defined-benefit plan for certain Tropicana Casino and Resort, Atlantic City employees under a Variable Annuity Pension Plan. As of December 31, 2020, the fair value of both, the plan assets and benefit obligations, was $ 20 million. Contributions to the plan were $ 2 million during both years ended December 31, 2020 and 2019. In connection with the Merger, the Company assumed a defined-benefit plan for employees of the London Clubs International subsidiary that provides benefits based on final pensionable salary. The plan is no longer accepting participants or employee contributions. The assets of the plan are held in a separate trustee-administered fund, and death-in-service benefits, professional fees, and other expenses are paid by the pension plan. Annual contributions are made as required. We account for this plan under the immediate recognition method, under which actuarial gains and losses are recognized in our Statements of Operations in the year in which the gains and losses occur rather than deferring them into Other comprehensive income/(loss) and amortizing them over future periods. Any such amounts are recorded in the fourth quarter of each year, and during 2020, we recognized a gain of $ 7 million. These amounts do not reflect current compensation costs and are recorded outside of Income from operations, within discontinued operations on our Statements of Operations. As of December 31, 2020 total plan assets were $ 244 million with projected benefit obligations totaling $ 264 million, resulting in a net pension liability of $ 20 million, which is recorded within liabilities held for sale on our Balance Sheets. As of December 31, 2020, our estimated long-term expected return on assets for this plan is 3.9 % with a 1.4 % discount rate. For the year ended December 31, 2020, we contributed $ 4 million to the plan. Deferred Compensation Upon Merger, CEI assumed Former Caesars deferred compensation plans, the Caesars Entertainment Corporation Executive Supplemental Savings Plan III (“ESSP III”) and the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. These plans are unfunded, non-qualified deferred compensation plans. Payment obligations pursuant to the plans are unsecured general obligations of the Company and affiliates of the Company employing participants in the ESSP III. The liability as of December 31, 2020 was $ 2 million, which was recorded in Deferred credits and other liabilities. 123 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Deferred Compensation Plans As of December 31, 2020, certain current and former employees of Caesars, and our subsidiaries and affiliates, have balances under: (i) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan, (ii) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, (iii) the Park Place Entertainment Corporation Executive Deferred Compensation Plan, (iv) the Harrah’s Entertainment, Inc. Deferred Compensation Plan, and (v) the Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan (collectively, the “existing deferred compensation plans”). These plans are deferred compensation plans that allow certain employees an opportunity to save for retirement and other purposes. Each of the plans is now frozen and is no longer accepting contributions. However, participants may still earn returns on existing plan balances based upon their selected investment alternatives, which are reflected in their deferral accounts. The total liability recorded in Deferred credits and other liabilities for these plans was $ 49 million as of December 31, 2020. Trust Assets CEI is a party to a trust agreement (the “Trust Agreement”) and an escrow agreement with respect to all five of the existing deferred compensation plans (the “Escrow Agreement”), each structured as so-called “rabbi trust” arrangements, which holds assets that may be used to satisfy obligations under the existing deferred compensation plans above. Amounts held pursuant to the Trust Agreement and the Escrow Agreement were approximately $ 94 million as of December 31, 2020 and have been reflected within Deferred charges and other assets on the Balance Sheets. Multi-employer Pension Plans As a result of the Merger, the Company continues to contribute to a number of multi-employer defined benefit pension plans under the terms of collective bargaining agreements that cover union-represented employees of Former Caesars. Prior to the Merger, no significant contributions were made to such plans. The risks of participating in these multi-employer plans are different from a single-employer plan in the following respects: i. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. ii. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. iii. If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunding of the plan, referred to as a “withdrawal liability.” 124 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Multi-employer Pension Plan Participation Pension Protection Act Zone Status (a) Contributions (In millions) Pension Fund EIN/Pension Plan Number 2020 FIP/RP Status (b) 2020 Surcharge Imposed Expiration Date of Collective Bargaining Agreement (c) Southern Nevada Culinary and Bartenders Pension Plan (d) 88-6016617/001 Green No $ 5 No May 31, 2023 Legacy Plan of the UNITE HERE Retirement Fund (d)(e) 82-0994119/001 Red Yes 4 No Various up to May 31, 2023 Local 68 Engineers Union Pension Plan (d)(f) 51-0176618/001 Yellow Yes — No April 30, 2022 Painters IUPAT 52-6073909/001 Yellow Yes — No Various up to June 30, 2021 Other Funds 5 Total Contributions $ 14 ____________________ (a) Represents the Pension Protection Act zone status for applicable plan year beginning January 1, except where noted otherwise. The zone status is based on information that the Company received from the plan administrator and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and less than 80% funded, and plans in the green zone are at least 80% funded. All plans detailed in the table above utilized extended amortization provisions to calculate zone status. (b) Indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. (c) The terms of the current agreement continue indefinitely until either party provides appropriate notice of intent to terminate the contract. (d) Prior to the Merger, Former Caesars provided more than 5% of the total contributions for the plan years ended December 31, 2019 and 2018. As of the date the financial statements were issued, Forms 5500 were not available for the 2020 plan year. (e) The HEREIU Pension Fund consists of two separate plans, the Legacy Plan of the HEREIU Pension Fund and the Adjustable Plan of the HEREIU Pension Fund. CEI makes a single contribution to the HEREIU Pension Fund, the Trustees of which allocate such contribution between the Legacy Plan and the Adjustable Plan. The contribution amount reflected to the Legacy Plan is the aggregate contribution made to the HEREIU Pension Fund before such allocation between the Legacy Plan and the Adjustable Plan of the HEREIU Pension Fund. (f) Plan years begin July 1. Note 17 . Income Taxes The components of the Company’s provision for income taxes for the years ended December 31, 2020, 2019 and 2018 are presented below. Components of Income/(Loss) Before Income Taxes Years Ended December 31, (In millions) 2020 2019 2018 United States $ ( 1,634 ) $ 125 $ 135 Outside of the U.S. 2 — — $ ( 1,632 ) $ 125 $ 135 Income Tax Provision Years Ended December 31, (In millions) 2020 2019 2018 United States Current Federal $ ( 43 ) $ 31 $ 4 State & Local ( 24 ) 14 3 Deferred Federal 202 5 16 State & Local ( 11 ) ( 6 ) 17 Outside of the U.S. Current 2 — — $ 126 $ 44 $ 40 125 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Allocation of Income Tax Provision Years Ended December 31, (In millions) 2020 2019 2018 Income tax provision applicable to: Income from operations $ 126 $ 44 $ 40 Discontinued operations ( 2 ) — — Other comprehensive income 8 — — The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2020, 2019 and 2018: Effective Income Tax Rate Reconciliation Years Ended December 31, 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State and local taxes 3.8 % 7.8 % 3.7 % State tax rate adjustment 1.6 % ( 2.3 ) % 8.9 % Stock compensation ( 0.1 ) % 1.8 % ( 1.8 ) % Goodwill impairment and dispositions ( 1.6 ) % 7.4 % — % Nondeductible transaction expenses ( 0.5 ) % — % — % Nondeductible convertible notes costs ( 1.0 ) % — % — % Decrease in uncertain tax positions 0.9 % — % — % Deferred tax benefit of foreign subsidiaries held for sale 1.0 % — % — % Tax Cuts and Jobs Act — % — % ( 1.6 ) % Valuation allowance ( 33.3 ) % 1.8 % ( 0.3 ) % Tax credits 0.1 % ( 1.1 ) % ( 1.1 ) % Other 0.4 % ( 1.2 ) % 1.0 % Effective income tax rate ( 7.7 ) % 35.2 % 29.8 % 126 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred taxes at December 31, 2020 and 2019 are as follows: As of December 31, (In millions) 2020 2019 Deferred tax assets: Loss carryforwards $ 1,071 $ 27 Foreign investment - held for sale 78 — Allowance for doubtful accounts 51 1 Deferred revenue 66 41 Excess business interest expense 61 2 State combined reporting deduction 29 — Accrued expenses 74 10 Credit carryforwards 106 — CARES Act deferred payroll tax 17 — Compensation programs 34 7 Financing obligation 2,557 125 Long-term lease obligation 187 41 Other 16 2 4,347 256 Deferred tax liabilities: Identified intangibles ( 836 ) ( 151 ) Other debt-related items ( 108 ) — Prepaid expenses ( 33 ) ( 5 ) Unrealized foreign exchange gain ( 31 ) — Fixed assets ( 2,424 ) ( 218 ) Right-of-use assets ( 154 ) ( 41 ) Other ( 6 ) ( 9 ) ( 3,592 ) ( 424 ) Valuation allowance ( 1,921 ) ( 29 ) Net deferred tax liabilities $ ( 1,166 ) $ ( 197 ) As a result of the Merger described in Note 3, the Company acquired $ 772 million of additional net deferred tax liabilities, net of necessary valuation allowances. A valuation allowance is recognized if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax asset will not be realized. Management must analyze all available positive and negative evidence regarding realization of the deferred tax assets and make an assessment of the likelihood of sufficient future taxable income. We have provided a valuation allowance on certain federal, state, and foreign deferred tax assets that were not deemed realizable based upon estimates of future taxable income. Included in the increase of valuation allowance of $ 1.9 billion is $ 1.4 billion that was acquired as a result of the Merger. Additionally, the Company increased its beginning of year valuation allowance by $ 8 million as a result of the Merger. As of December 31, 2020, the Company had federal, state and foreign net operating loss carryforwards of $ 3.0 billion, $ 9.2 billion and $ 127 million, respectively. The federal net operating loss includes $ 479 million that does not expire. The remaining federal and state net operating losses will begin to expire in 2030 and 2021, respectively. The foreign net operating losses do not expire. As of December 31, 2020, the Company had federal general business tax credit and research tax credit carryforwards of $ 108 million, which begin to expire in 2029. In general, Section 382 of the Internal Revenue Code provides an annual limitation with respect to the ability of a corporation to utilize its net operating loss carryovers, as well as certain built-in losses, against future taxable income in the event of a change in ownership. The acquisition of Former Caesars in July 2020 resulted in a change in ownership for purposes of Section 382, making its provisions applicable to the Company. However, it is unlikely that the annual limitation on tax attribute usage 127 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) resulting from the acquisition will adversely affect the Company’s ability to utilize its net operating loss carryovers against its future taxable income. Reconciliation of Unrecognized Tax Benefits Years Ended December 31, (In millions) 2020 2019 2018 Balance as of beginning of year $ — $ — $ — Acquisition of Former Caesars 152 — — Additions for tax positions of prior years 1 — — Settlements ( 4 ) — — Expiration of statutes ( 12 ) — — Balance as of end of year $ 137 $ — $ — We classify reserves for tax uncertainties within Accrued expenses and other current liabilities and Deferred credits and other liabilities in our Balance Sheets, separate from any related income tax payable or Deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities. We accrue interest and penalties related to unrecognized tax benefits in income tax expense. During 2020, we increased our accrual by $ 2 million, primarily due to the Merger. There was no accrual during 2019 and 2018. There was an accrual for the payment of interest and penalties of $ 2 million as of December 31, 2020. Included in the balances of unrecognized tax benefits as of December 31, 2020 was approximately $ 123 million of unrecognized tax benefits that, if recognized, would impact the effective tax rate. The Company, including its subsidiaries, files tax returns with federal, state and foreign jurisdictions. The Company does not have tax sharing agreements with the other members within the consolidated group. With few exceptions, the Company is no longer subject to US federal or state and local tax examinations by tax authorities for years before 2017. We believe that it is reasonably possible that the unrecognized tax benefits liability will not materially change within the next 12 months. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. Although we believe that adequate provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on our earnings. Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a favorable impact on earnings. Note 18 . Related Parties REI As of December 31, 2020, REI owned approximately 4.1 % of outstanding common stock of the Company. The directors of REI are the Company’s Executive Chairman of the Board, Gary L. Carano, its Chief Executive Officer and Board member, Thomas R. Reeg, and its former Senior Vice President of Regional Operations, Gene Carano. In addition, Gary L. Carano also serves as the Vice President of REI and Gene Carano also serves as the Secretary and Treasurer of REI. Members of the Carano family, including Gary L. Carano and Gene Carano, own the equity interests in REI. For each of the years ended December 31, 2020, 2019 and 2018, there were no related party transactions between the Company and the Carano Family other than compensation, including salary and equity incentives and the CSY Lease listed below. C. S. & Y. Associates The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from C. S. & Y. Associates which is an entity partially owned by REI (the “CSY Lease”). The CSY Lease expires on June 30, 2057. Rent pursuant to the CSY Lease amounted to $ 0.6 million in each of the years ended December 31, 2020, 2019 and 2018. As of December 31, 2020 and 2019 there were no amounts due to or from C. S. & Y. Associates. Transactions with Horseshoe Baltimore The Company holds an interest in Horseshoe Baltimore of approximately 44.3 % which is accounted for as an equity method investment and is considered to be a related party. These related party transactions include items such as casino management fees, reimbursement of various costs incurred by the Company, on behalf of Horseshoe Baltimore, and the allocation of other general corporate expenses. A summary of the transactions with Horseshoe Baltimore is provided in the table below. 128 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In millions) Year Ended December 31, 2020 Transactions with Horseshoe Baltimore Management fees $ 3 Allocated expenses 2 Due from/to Affiliates Amounts due from or to affiliates for each counterparty represent the net receivable or payable as of the end of the reporting period primarily resulting from the transactions described above and settled on a net basis by each counterparty in accordance with the legal and contractual restrictions governing transactions by and among the Company’s consolidated entities. As of December 31, 2020 and 2019, Due from affiliates, net was $ 44 million and $ 4 million, respectively, and represented transactions with Horseshoe Baltimore and William Hill. Note 19 . Segment Information The executive decision maker of the Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of the Company’s casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. Prior to the Merger, our principal operating activities occurred in five geographic regions and reportable segments: West, Midwest, South, East and Central, in addition to Corporate and Other. Following the Merger, the Company’s principal operating activities occur in three regionally-focused and reportable segments. The reportable segments are based on the similar characteristics of the operating segments with the way management assesses these results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactions between these reportable segments within Caesars: (1) Las Vegas, (2) Regional, and (3) Managed, International, CIE, in addition to Corporate and Other. See table below for a summary of these segments. Also, see Note 4, Note 6 and Note 7 for a discussion of the impairment of intangibles and long-lived assets related to certain segments. The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of December 31, 2020: 129 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Las Vegas Regional Managed, International, CIE Bally’s Las Vegas (a) Eldorado Resort Casino Reno Harrah’s Atlantic City (a) Managed Caesars Palace Las Vegas (a) Silver Legacy Resort Casino Harrah’s Laughlin (a) Harrah’s Ak-Chin (a) The Cromwell (a) Circus Circus Reno Harrah’s New Orleans (a) Harrah’s Cherokee (a) Flamingo Las Vegas (a) MontBleu Casino Resort & Spa (c) Hoosier Park (a) Harrah’s Cherokee Valley River (a) Harrah’s Las Vegas (a) Tropicana Laughlin Hotel & Casino Indiana Grand (a) Harrah’s Resort Southern California (a) The LINQ Hotel & Casino (a) Isle Casino Hotel - Blackhawk Bally’s Atlantic City (a)(i) Horseshoe Baltimore (a)(h) Paris Las Vegas (a) Lady Luck Casino - Black Hawk Caesars Atlantic City (a) Caesars Windsor (a) Planet Hollywood Resort & Casino (a) Isle Casino Waterloo Caesars Southern Indiana (a)(b)(e) Kings & Queens Casino (a) Rio All-Suite Hotel & Casino (a) Isle Casino Bettendorf Harrah’s Council Bluffs (a) Caesars Dubai (a) Isle of Capri Casino Boonville Harrah’s Gulf Coast (a) International Isle of Capri Casino Kansas City (d) Harrah’s Joliet (a) Caesars Cairo (a)(b) Isle Casino Racing Pompano Park Harrah’s Lake Tahoe (a) Ramses Casino (a)(b) Eldorado Resort Casino Shreveport (c)(j) Harrah’s Louisiana Downs (a)(b)(f) Emerald Casino Resort (a)(b) Isle of Capri Casino Hotel Lake Charles Harrah’s Metropolis (a) Alea Glasgow (a)(b) Belle of Baton Rouge Casino & Hotel (k) Harrah’s North Kansas City (a) Alea Nottingham (a)(b) Isle of Capri Casino Lula Harrah’s Philadelphia (a) The Empire Casino (a)(b) Lady Luck Casino Vicksburg (d) Harrah’s Reno (a)(g) Manchester235 (a)(b) Trop Casino Greenville Harveys Lake Tahoe (a) Playboy Club London (a)(b) Eldorado Gaming Scioto Downs Horseshoe Bossier City (a) Rendezvous Brighton (a)(b) Tropicana Casino and Resort, Atlantic City Horseshoe Council Bluffs (a) The Sportsman (a)(b) Grand Victoria Casino Horseshoe Hammond (a)(b)(e) CIE Lumière Place Casino Horseshoe Tunica (a) Caesars Interactive Entertainment (a) Tropicana Evansville (e) ___________________ (a) These properties were acquired from the Merger with Former Caesars on July 20, 2020. (b) As a result of the Merger, these properties met the requirements for presentation as discontinued operations and held for sale as of December 31, 2020. (c) In April 2020, the Company entered into an agreement to sell Eldorado Shreveport and MontBleu. The sale of Eldorado Shreveport closed on December 23, 2020 and the sale of MontBleu is expected to close in the first half of 2021. As of December 31, 2020, MontBleu's assets and liabilities were classified as held for sale. (d) Kansas City and Vicksburg were sold on July 1, 2020. (e) On October 27, 2020, the Company entered into an agreement to sell Evansville, which is expected to close mid-2021, and on December 24, 2020, the Company entered into an agreement to sell Caesars Southern Indiana, which is expected to close in the third quarter of 2021. In addition, the Company plans to enter into an agreement to divest of Horseshoe Hammond prior to December 31, 2021, as the deadline was extended by the Indiana Gaming Commission. As of December 31, 2020, Evansville’s assets and liabilities were classified as held for sale. (f) On September 3, 2020, the Company entered into an agreement to sell Harrah’s Louisiana Downs, which is expected to close in the first half of 2021. (g) Harrah’s Reno was sold on September 30, 2020. (h) As of December 31, 2020, Horseshoe Baltimore was 44.3 % owned and held as an equity-method investment. (i) Bally's Atlantic City was sold on November 18, 2020. (j) Eldorado Resorts Casino Shreveport was sold on December 23, 2020. (k) On December 1, 2020, the Company entered into an agreement to sell Belle of Baton Rouge to Casino Queen Holdings, which is expected to close in mid-2021. As of December 31, 2020, Belle of Baton Rouge's assets and liabilities were classified as held for sale. In addition to our properties listed above, other domestic and international properties, including Harrah’s Northern California, are authorized to use the brands and marks of Caesars Entertainment, Inc. Additionally, a few of our properties operate off-track betting locations, including Hoosier Park, which operates Winner’s Circle Indianapolis and Winner’s Circle New Haven; and Indiana Grand, which operates Winner’s Circle Clarksville. The LINQ Promenade, listed above in our Las Vegas segment, is an open-air dining, entertainment, and retail promenade located on the east side of the Las Vegas Strip next to The LINQ Hotel & Casino (the “LINQ”) that features the High Roller, a 550-foot observation wheel, and the Fly LINQ Zipline attraction. We also own the CAESARS FORUM conference center, which is a 550,000 square feet conference center with 300,000 square feet of flexible meeting space, two of the largest pillarless ballrooms in the world and direct access to the LINQ. 130 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) “Corporate and Other” includes certain unallocated corporate overhead costs and other adjustments, including eliminations of transactions among segments, to reconcile to the Company’s consolidated results. The following table sets forth, for the periods indicated, certain operating data for the Company’s three reportable segments, in addition to Corporate and Other. We recast previously reported segment amounts to conform to the way management assesses results and allocates resources for the current year. Years Ended December 31, (In millions) 2020 2019 2018 Las Vegas: Net revenues $ 751 $ — $ — Adjusted EBITDA 133 — — Regional: Net revenues 2,545 2,520 2,055 Adjusted EBITDA 671 732 548 Managed, International, CIE: Net revenues 163 — — Adjusted EBITDA 34 — — Corporate and Other: Net revenues 15 8 1 Adjusted EBITDA ( 101 ) ( 35 ) ( 32 ) Reconciliation of Adjusted EBITDA - By Segment to Net (Loss) Income Attributable to Caesars Adjusted EBITDA is presented as a measure of the Company’s performance. Adjusted EBITDA is defined as revenues less operating expenses and is comprised of net income/(loss) before (i) interest expense, net of interest capitalized and interest income, (ii) income tax (benefit)/provision, (iii) depreciation and amortization, and (iv) certain items that we do not consider indicative of our ongoing operating performance at an operating property level. In evaluating Adjusted EBITDA you should be aware that, in the future, we may incur expenses that are the same or similar to some of the adjustments in this presentation. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpected items. Adjusted EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to net income/(loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies within the industry. Adjusted EBITDA is included because management uses Adjusted EBITDA to measure performance and allocate resources, and believes that Adjusted EBITDA provides investors with additional information consistent with that used by management. 131 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Years Ended December 31, (In millions) 2020 2019 2018 Adjusted EBITDA by Segment: Las Vegas $ 133 $ — $ — Regional 671 732 548 Managed, International, CIE 34 — — Corporate and Other ( 101 ) ( 35 ) ( 32 ) 737 697 516 Reconciliation to net (loss) income attributable to Caesars: Net loss attributable to noncontrolling interests 1 — — Provision for income taxes (a) ( 126 ) ( 44 ) ( 40 ) Loss on extinguishment of debt (b) ( 197 ) ( 8 ) — Other (loss) income (c) 176 9 ( 3 ) Interest expense, net ( 1,174 ) ( 286 ) ( 172 ) Depreciation and amortization ( 583 ) ( 222 ) ( 157 ) Impairment charges ( 215 ) ( 1 ) ( 14 ) Transaction costs and other operating costs (d) ( 268 ) ( 37 ) ( 17 ) Stock-based compensation expense ( 78 ) ( 20 ) ( 13 ) Other items (e) ( 30 ) ( 7 ) ( 5 ) Net (loss) income attributable to Caesars $ ( 1,757 ) $ 81 $ 95 ____________________ (a) Taxes are recorded at the consolidated level and not estimated or recorded to our Las Vegas, Regional, and Managed, International, CIE segments. (b) Loss on extinguishment of debt for the year ended December 31, 2020 primarily represents loss on early repayment of debt in connection with the consummation of the Merger. (c) Other (loss) income for the year ended December 31, 2020 primarily represents gains resulting from the change in the foreign currency exchange rate associated with restricted cash held in GBP and a derivative contract associated with our expected acquisition of William Hill, gains on William Hill UK and Flutter stock held by the Company and realized gains on conversion of CEC’s 5% convertible notes. Partially offsetting these gains is a loss on the change in fair value of the derivative liability related to CEC’s 5% convertible notes. (d) Transaction costs and other operating costs for the year ended December 31, 2020 primarily represent costs related to the Merger, various contract or license termination exit costs, professional services, other acquisition costs and severance costs. (e) Other items represent internal labor charges related to certain departed executives, retention bonuses, business optimization expenses and contract labor. Years Ended December 31, (In millions) 2020 2019 2018 Capital Expenditures, Net Las Vegas $ 32 $ — $ — Regional (a) 104 166 135 Managed, International, CIE (a) 1 — — Corporate and Other 32 5 12 Total $ 169 $ 171 $ 147 ___________________ (a) Includes $ 6 million of capital expenditures related to properties classified as discontinued operations for the year ended December 31, 2020. Balance Sheet as of (In millions) December 31, 2020 December 31, 2019 Total Assets Las Vegas $ 21,464 $ — Regional 13,732 6,787 Managed, International, CIE 548 — Corporate and Other 641 ( 1,146 ) Total $ 36,385 $ 5,641 132 Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY CAESARS ENTERTAINMENT, INC. CONDENSED BALANCE SHEETS As of December 31, (In millions) 2020 2019 ASSETS Current assets $ 3,038 $ 80 Intercompany receivables — ( 562 ) Investment in and advances to unconsolidated affiliates 128 127 Investment in subsidiaries 6,798 3,854 Property and equipment, net 18 18 Other assets, net 513 111 Total assets $ 10,495 $ 3,628 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities $ 231 $ 163 Intercompany payables — 232 Long-term debt, less current portion 5,084 1,949 Deferred income taxes 4 — Other long-term liabilities 160 167 Total liabilities 5,479 2,511 Total stockholders’ equity 5,016 1,117 Total liabilities and stockholders’ equity $ 10,495 $ 3,628 See accompanying Notes to Condensed Financial Information. 133 Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY CAESARS ENTERTAINMENT, INC. CONDENSED STATEMENTS OF OPERATIONS Years Ended December 31, (In millions) 2020 2019 2018 Net revenues $ 7 $ 7 $ — Expenses: Corporate expense 71 65 42 Management fee ( 36 ) ( 22 ) ( 25 ) Depreciation and amortization 6 5 4 Transaction costs and other operating costs 113 57 6 Total operating expenses 154 105 27 Operating loss ( 147 ) ( 98 ) ( 27 ) Other expense: Interest expense ( 257 ) ( 141 ) ( 116 ) Gain (loss) on interests in subsidiaries ( 1,346 ) 210 201 Loss on extinguishment of debt ( 132 ) ( 8 ) — Other (loss) income 197 9 ( 3 ) (Loss) income from operations before income taxes ( 1,685 ) ( 28 ) 55 Income tax (provision) benefit ( 72 ) 109 40 Net (loss) income $ ( 1,757 ) $ 81 $ 95 See accompanying Notes to Condensed Financial Information. 134 Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY CAESARS ENTERTAINMENT, INC. CONDENSED STATEMENTS OF CASH FLOWS Years Ended December 31, (In millions) 2020 2019 2018 Cash flows used in operating activities $ ( 296 ) $ ( 64 ) $ ( 66 ) Cash flows from investing activities Purchase of property and equipment, net ( 8 ) ( 5 ) ( 8 ) Former Caesars acquisition ( 8,470 ) — — Net cash in business combinations — — ( 1,010 ) Investments in unconsolidated affiliates — ( 1 ) — Proceeds from sale of businesses, property and equipment, net of cash sold — ( 209 ) — Proceeds from the sale of investments 24 — — Cash flows used in investing activities ( 8,454 ) ( 215 ) ( 1,018 ) Cash flows from financing activities Proceeds from long-term debt and revolving credit facilities 9,365 33 915 Debt issuance and extinguishment costs ( 353 ) ( 1 ) ( 26 ) Repayments of long-term debt and revolving credit facilities ( 3,339 ) ( 736 ) ( 70 ) Net proceeds from (payments to) related parties 1,320 1,022 285 Cash paid to settle convertible notes ( 903 ) — — Proceeds from sale-leaseback financing arrangement 3,219 — — Taxes paid related to net share settlement of equity awards ( 16 ) ( 8 ) ( 12 ) Purchase of treasury stock — — ( 9 ) Proceeds from issuance of common stock 2,718 — — Cash flows provided by financing activities 12,011 310 1,083 Effect of foreign currency exchange rates on cash 129 — — Net increase/(decrease) in cash, cash equivalents, and restricted cash 3,390 31 ( 1 ) Cash, cash equivalents, and restricted cash, beginning of period 44 13 14 Cash, cash equivalents, and restricted cash, end of period $ 3,434 $ 44 $ 13 RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED BALANCE SHEETS Cash and cash equivalents in current assets $ 1,114 $ 44 $ 13 Restricted cash in current assets 1,895 — — Restricted and escrow cash included in other assets, net 425 — — Total cash, cash equivalents and restricted cash $ 3,434 $ 44 $ 13 See accompanying Notes to Condensed Financial Information. 135 Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY CAESARS ENTERTAINMENT, INC. NOTES TO CONDENSED FINANCIAL INFORMATION 1. Background and basis of presentation These condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of Caesars Entertainment, Inc. and its subsidiaries exceed 25% of the consolidated net assets of Caesars Entertainment, Inc. and its subsidiaries (the “Company”). This information should be read in conjunction with the Company’s consolidated financial statements included elsewhere in this filing. 2. Restricted net assets of subsidiaries Certain of the Company’s subsidiaries have restrictions on their ability to pay dividends or make intercompany loans and advances pursuant to financing arrangements and regulatory restrictions. The amount of restricted net assets the Company’s consolidated subsidiaries held as of December 31, 2020 was approximately $ 4.9 billion. Such restrictions are on net assets of Caesars Entertainment, Inc. and its subsidiaries. The amount of restricted net assets in the Company’s unconsolidated subsidiaries was not material to the financial statements. 3. Commitments, contingencies, and long-term obligations For a discussion of the Company’s commitments, contingencies, and long-term obligations under its senior secured credit facilities, see Note 11 and Note 12 of the Company’s consolidated financial statements. 136