What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-22 compared with 2022-02-24 · 589 added, 754 removed, 1323 unchanged (50% of the section changed)

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CAESARS ENTERTAINMENT, INC.

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

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We have audited the accompanying consolidated balance sheets of Caesars Entertainment, Inc.

and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flow for each of the two years in the period ended December 31, 2021, 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, 2021 and 2020, and the results of its operations and its cash flow for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flow for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 21, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

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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.

Acquisition of William Hill PLC – Refer to Notes 1 and 3 to the Financial Statements

Critical Audit Matter Description

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.

On April 22, 2021, the Company completed the acquisition of William Hill PLC for £2.9 billion, or approximately $3.9 billion.

The Company previously held equity interests in William Hill PLC and William Hill U.S.

(a William Hill PLC subsidiary).

Accordingly, the acquisition is accounted for as a business combination achieved in stages, or a “step acquisition”.

The estimated purchase consideration allocated to the assets acquired and liabilities assumed based on their respective fair values.

The Company used market, income, and cost approaches, or a combination in the determining the fair values of the assets acquired and liabilities assumed.

These approaches required management to make significant assumptions and estimates around expected cash flows and projected financial results related to online sports betting and iGaming in the United States (US) (collectively, the “forecasts”) as well as the selection of a discount rate.

Changes in these assumptions and estimates could have a significant impact on the fair value of the intangible assets and assigned goodwill.

Therefore, auditing 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 the discount rate selected by management to determine the fair value of the intangible assets and assigned goodwill included the following, among others:

• 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, gaming industry reports, and analyst reports for the Company and certain of its peer companies;

2) comparing management’s assumptions regarding the dates for legalization of online sports betting and iGaming and the estimated market size for certain states in the US to gaming industry reports;

3) comparing forecasted market share with the Company’s historical market share;

and 4) conducting inquiries with management.

• 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 – Refer to Note 7 to the Financial Statements

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating a critical audit matter, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Indefinite-lived Intangible Assets – Refer to Note 7 to the Financial Statements

Critical Audit Matter Description

The Company reviews goodwill for impairment at least annually and between annual test dates in certain circumstances.

The Company performs its goodwill impairment test by comparing the fair value of each reporting unit with its carrying amount.

The Company reviews goodwill and indefinite-lived intangible assets for impairment at least annually and between annual test dates in certain circumstances.

The Company performs its impairment test by comparing the fair value of each reporting unit with the carrying amount.

The Company determines the estimated fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation and amortization (“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.

The Company performed its annual goodwill impairment assessment as of October 1, 2021 and determined that the fair value of each reporting unit was in excess of its carrying value.

The Company’s goodwill balance was $11,076 million as of December 31, 2021, of which $1,016 million was related to two reporting units within the Regional segment which had estimated fair values that did not significantly exceed their respective carrying values.

The EBITDA forecasts and the selection of discount rates and valuation multiples used to determine the fair value of the reporting units involved significant assumptions and estimates.

Therefore, our audit procedures to evaluate the reasonableness of management’s EBITDA forecasts required a higher degree of auditor judgment as well as an increased level of audit effort and the need to use more experienced audit professionals.

In addition, the selection of discount 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.

The Company also evaluates the aggregate fair value of all the reporting units and other non-operating assets in comparison to its aggregate debt and equity market capitalization at the test date.

Indefinite-lived intangible assets consist primarily of trademarks, expenditures associated with obtaining racing and gaming licenses, and Caesars Rewards.

The Company uses the Excess Earnings Method and Cost Approach to determine the estimated fair value of gaming rights and uses the relief from royalty method to determine the estimated fair value of trademarks and Caesars Rewards.

The Company performed its annual impairment assessment as of October 1, 2022.

The Company’s goodwill balance was $11,004 million as of December 31, 2022, of which $625 million and $1.1 billion was related to one reporting unit in the Las Vegas segment and four reporting units in the Regional segment, respectively, which had estimated fair values that did not significantly exceed their respective carrying values.

The Company’s indefinite-lived intangibles balance was $3,654 million as of December 31, 2022, of which trademarks totaling $286 million and $180 million in the Las Vegas and Caesars Digital segments, respectively, and gaming rights totaling $173 million in the Regional segment, had estimated fair values that do not significantly exceed their respective carrying values.

The determination of fair value of its reporting units and indefinite-lived intangible assets requires management to make significant assumptions and estimates around forecasts and the selection of discount rates.

Therefore, our audit procedures to evaluate the reasonableness of management’s forecasts required a higher degree of auditor judgment as well as an increased level of audit effort and the need to use more experienced audit professionals.

In addition, 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 management’s financial projections for these two reporting units within the segment, included the following, among others:

• 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 EBITDA by comparing actual results to management’s historical forecasts.

Our audit procedures related to management’s forecasts and the selection of discount rates used by management to determine the fair value of the Company’s reporting units and indefinite-lived intangible assets included the following, among others:

• We tested the effectiveness of the Company’s internal controls over the forecasts and the selection of discount rates.

• We evaluated management’s ability t o accurately forecast by comparing actual results to management’s historical forecasts.

• We evaluated the assumptions and estimates included in management’s forecasts by:

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2) conducting inquiries with property management;

and 3) evaluating management’s estimate of the impact of the expansion of gaming activities by analyzing historical information.

• 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.

3) considering the impact of changes in the competitive and regulatory environment on management’s projections;

4) assessing the reasonableness of strategic plans incorporated by management into the projections and 5) evaluating management’s estimate of the impact of any related expansion of gaming activities by analyzing historical information.

• 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 on the discount rates, 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.

/s/ DELOITTE & TOUCHE LLP

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We have served as the Company’s auditor since 2020.

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 statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the year ended December 31, 2019 of Caesars Entertainment, Inc., (formerly Eldorado Resorts Inc.) (the Company), 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 results of the Company’s operations and its cash flows for the year 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 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 the financial statements are free of material misstatement, whether due to error or fraud.

Our audit 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 audit 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 audit provides 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

CAESARS ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in millions) December 31,

(Dollars in millions, except par value) December 31,

2022 December 31,

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Cash and cash equivalents $ 1,038 $ 1,070

Restricted cash and investments 319 2,021

Restricted cash 131 319

Accounts receivable, net 611 472

Due from affiliates — 44

Inventories 59 42

Prepayments and other current assets 263 290

Assets held for sale ($ 0 and $ 130 attributable to our VIEs)

Assets held for sale — 3,771

Total current assets 2,102 5,964

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Current portion of long-term debt 108 70

Liabilities related to assets held for sale ($ 0 and $ 130 attributable to our VIEs)

Liabilities related to assets held for sale — 2,680

Total current liabilities 2,668 5,297

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STOCKHOLDERS' EQUITY:

Preferred stock, $ 0.00001 par value, 150,000,000 shares authorized, no shares issued and outstanding

Common stock, $ 0.00001 par value, 500,000,000 shares authorized, 214,671,754 and 213,779,848 issued and outstanding, net of treasury shares

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Treasury stock at cost, 363,016 and 363,016 shares held

( 23 ) ( 23 )

Accumulated other comprehensive income 92 36

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2022 2021 2020

Casino and pari-mutuel commissions $ 5,827 $ 2,482 $ 1,808

Casino $ 5,997 $ 5,827 $ 2,482

Food and beverage 1,596 1,140 342

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Net revenues 10,821 9,570 3,628

Casino and pari-mutuel commissions 3,129 1,271 905

Casino 3,526 3,129 1,271

Food and beverage 935 707 265

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Depreciation and amortization 1,205 1,126 583

Transaction costs and other operating costs 144 270 37

Transaction and other costs 14 144 270

Total operating expenses 9,082 8,110 4,011

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Total other expense ( 2,304 ) ( 2,729 ) ( 1,223 )

Income (loss) from continuing operations before income taxes ( 1,269 ) ( 1,606 ) 125

Loss from continuing operations before income taxes ( 565 ) ( 1,269 ) ( 1,606 )

Benefit (provision) for income taxes 41 283 ( 132 )

Net income (loss) from continuing operations, net of income taxes ( 986 ) ( 1,738 ) 81

Loss from continuing operations, net of income taxes ( 524 ) ( 986 ) ( 1,738 )

Discontinued operations, net of income taxes ( 386 ) ( 30 ) ( 20 )

Net income (loss) ( 1,016 ) ( 1,758 ) 81

Net loss ( 910 ) ( 1,016 ) ( 1,758 )

Net (income) loss attributable to noncontrolling interests 11 ( 3 ) 1

Net income (loss) attributable to Caesars $ ( 1,019 ) $ ( 1,757 ) $ 81

Net income (loss) per share - basic and diluted:

Basic income (loss) per share from continuing operations $ ( 4.69 ) $ ( 13.35 ) $ 1.04

Net loss attributable to Caesars $ ( 899 ) $ ( 1,019 ) $ ( 1,757 )

Net loss per share - basic and diluted:

Basic loss per share from continuing operations $ ( 2.39 ) $ ( 4.69 ) $ ( 13.35 )

Basic loss per share from discontinued operations ( 1.80 ) ( 0.14 ) ( 0.15 )

Basic income (loss) per share $ ( 4.83 ) $ ( 13.50 ) $ 1.04

Diluted income (loss) per share from continuing operations $ ( 4.69 ) $ ( 13.35 ) $ 1.03

Basic loss per share $ ( 4.19 ) $ ( 4.83 ) $ ( 13.50 )

Diluted loss per share from continuing operations $ ( 2.39 ) $ ( 4.69 ) $ ( 13.35 )

Diluted loss per share from discontinued operations ( 1.80 ) ( 0.14 ) ( 0.15 )

Diluted income (loss) per share $ ( 4.83 ) $ ( 13.50 ) $ 1.03

Diluted loss per share $ ( 4.19 ) $ ( 4.83 ) $ ( 13.50 )

Weighted average basic shares outstanding 214 211 130

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(In millions) 2022 2021 2020

Net income (loss) $ ( 1,016 ) $ ( 1,758 ) $ 81

Net loss $ ( 910 ) $ ( 1,016 ) $ ( 1,758 )

Foreign currency translation adjustments 34 ( 45 ) 9

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Other comprehensive income, net of tax 55 1 35

Comprehensive income (loss) ( 1,015 ) ( 1,723 ) 81

Comprehensive loss ( 855 ) ( 1,015 ) ( 1,723 )

Amounts attributable to noncontrolling interests:

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Foreign currency translation adjustments 1 1 ( 1 )

Comprehensive income attributable to noncontrolling interests ( 2 ) — —

Comprehensive income (loss) attributable to Caesars $ ( 1,017 ) $ ( 1,723 ) $ 81

Comprehensive (income) loss attributable to noncontrolling interests 12 ( 2 ) —

Comprehensive loss attributable to Caesars $ ( 843 ) $ ( 1,017 ) $ ( 1,723 )

The accompanying notes are an integral part of these consolidated financial statements.

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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

Preferred Stock Common Stock Treasury Stock

(In millions) Shares Amount Shares Amount Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income Amount Noncontrolling interests Total Stockholders' Equity

Balance, January 1, 2020 — $ — 78 $ — $ 760 $ 366 $ — $ ( 9 ) $ — $ 1,117

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

Stock-based compensation — — 1 — 72 — — — — 72

Issuance of common stock, net — — 67 — 3,172 — — — — 3,172

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Balance, December 31, 2020 — — 208 — 6,382 ( 1,391 ) 34 ( 9 ) 18 5,034

Issuance of restricted stock units 1 — 83 — — — — 83

Stock-based compensation — — 1 — 83 — — — — 83

Issuance of common stock, net — — 5 — 456 — — ( 14 ) — 442

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Balance, December 31, 2021 — — 214 — 6,877 ( 2,410 ) 36 ( 23 ) 61 4,541

Stock-based compensation — — 1 — 102 — — — — 102

Net loss — — — — — ( 899 ) — — ( 11 ) ( 910 )

Other comprehensive income, net of tax — — — — — — 56 — ( 1 ) 55

Shares withheld related to net share settlement of stock awards — — — — ( 26 ) — — — — ( 26 )

Transactions with noncontrolling interests — — — — — — — — ( 11 ) ( 11 )

Balance, December 31, 2022 — — 215 $ — $ 6,953 $ ( 3,309 ) $ 92 $ ( 23 ) $ 38 $ 3,751

The accompanying notes are an integral part of these consolidated financial statements.

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ ( 1,016 ) $ ( 1,758 ) $ 81

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net loss $ ( 910 ) $ ( 1,016 ) $ ( 1,758 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Loss from discontinued operations 386 30 20

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Foreign currency transaction gain — ( 21 ) ( 129 )

Other non-cash adjustments to net income (loss) ( 8 ) ( 2 ) 3

Other non-cash adjustments to net loss ( 57 ) ( 8 ) ( 2 )

Change in operating assets and liabilities:

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Former Caesars acquisition, net of cash acquired — — ( 6,314 )

William Hill acquisition, net of cash acquired ( 1,581 ) — —

Acquisition of William Hill, net of cash acquired — ( 1,581 ) —

Purchase of additional interest in Horseshoe Baltimore, net of cash consolidated — ( 5 ) —

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Investments in unconsolidated affiliates — ( 39 ) ( 1 )

Net cash provided by (used in) investing activities ( 1,448 ) ( 6,100 ) 369

Other ( 6 ) — 6

Net cash used in investing activities ( 768 ) ( 1,448 ) ( 6,100 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements include the accounts of Caesars Entertainment, Inc., a Delaware corporation, 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.

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,” which are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

References to numbered “Notes” refer to Notes to our Consolidated Financial Statements included herein.

Organization and Basis of Presentation

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.

Beginning in 2005, grew through a series of acquisitions, including the acquisition of MTR Gaming Group, Inc.

Beginning in 2005, the Company grew through a series of acquisitions, including the acquisition of MTR Gaming Group, Inc.

in 2014, Isle of Capri Casinos, Inc.

(“Isle” or “Isle of Capri”) in 2017 and Tropicana Entertainment, Inc.

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”) and the Company changed the Company’s ticker symbol on the NASDAQ Stock Market from “ERI” to “CZR”.

On April 22, 2021, the Company completed the acquisition of William Hill PLC for £ 2.9 billion, or approximately $ 3.9 billion (the “William Hill Acquisition”).

in 2017, Tropicana Entertainment, Inc.

in 2018 and a merger with Caesars Entertainment Corporation (“Former Caesars”) on July 20, 2020, pursuant to which Former Caesars became a wholly-owned subsidiary of the Company (the “Merger”) and the Company changed the Company’s ticker symbol on the NASDAQ Stock Market from “ERI” to “CZR”.

On April 22, 2021, the Company completed the acquisition of William Hill PLC (the “William Hill Acquisition”).

See below for further discussion of the William Hill Acquisition.

The Company owns, leases, brands or manages an aggregate of 51 domestic properties in 16 states with approximately 52,800 slot machines, video lottery terminals and e-tables, approximately 2,800 table games and approximately 47,200 hotel rooms as of December 31, 2022.

The Company operates and conducts sports wagering across 21 states and domestic jurisdictions, 14 of which are mobile for sports betting, and operates regulated online real money gaming businesses in five states.

The Company operates and conducts sports wagering across 28 jurisdictions in North America, 20 of which are mobile for sports betting, and operates regulated online real money gaming businesses in six jurisdictions in North America.

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.

The Company’s primary source of revenue is generated by our casino properties’ gaming operations, retail and online sports betting, as well as online gaming, and the Company utilizes its hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to its properties.

The Company’s primary source of revenue is generated by our casino properties’ gaming operations, including retail and online sports betting, as well as online gaming, and the Company utilizes its hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to its properties.

The Company’s operations for retail and mobile sports betting, online casino, and online poker are included under the Caesars Digital segment.

The Company has made significant investments into the interactive business with the completion of the Merger and the William Hill Acquisition.

The Company has launched a significant marketing campaign with distinguished actors, athletes and media personalities promoting the launch of the Caesars Sportsbook app.

The Company has made significant investments into the interactive business in recent years with the completion of the Merger, the William Hill Acquisition, and strategic expansion into new markets as legalization permits.

The Company utilized significant marketing campaigns with distinguished actors, athletes and media personalities promoting the launch of the Caesars Sportsbook app.

The app offers numerous pre-match and live markets, extensive odds and flexible limits, player props, and same-game parlays.

Caesars Sportsbook has partnerships with the NFL, NBA, NHL and MLB while being the exclusive odds provider for ESPN and CBS Sports.

The Company also expects to continue to create new partnerships among collegiate and professional sports teams and recently entered into the exclusive naming-rights partnership that rebranded the Caesars Superdome.

The Company expects to continue to expand its operations in the Caesars Digital segment as new jurisdictions legalize retail and online sports betting.

The Company has continued to create new partnerships among professional sports teams and, in 2021, entered into a 20 -year exclusive naming-rights partnership branding the Caesars Superdome in New Orleans.

The Company expects to continue to expand its operations in the Caesars Digital segment as new jurisdictions legalize retail and online gaming and sports betting.

The Company has divested certain properties and other assets, including non-core properties and divestitures required by regulatory agencies.

See Note 4 for a discussion of properties recently sold or currently held for sale and Note 19 for segment information.

See Note 4 for a discussion of properties recently sold and Note 19 for segment information.

William Hill Acquisition

On the acquisition date, the Company’s intent was to divest William Hill PLC’s non-U.S.

operations, including the United Kingdom and international online divisions and the retail betting shops (collectively, “William Hill International”), all of which were held for sale as of the date of the closing of the William Hill Acquisition with such operations reflected within discontinued operations.

On April 22, 2021, the Company completed the acquisition of William Hill PLC for £ 2.9 billion, or approximately $ 3.9 billion .

In connection with the William Hill Acquisition, on April 22, 2021, a newly formed subsidiary of the Company (the “Bridge Facility Borrower”) entered into a Credit Agreement (the “Bridge Credit Agreement”) with certain lenders party thereto and Deutsche Bank AG, London Branch, as administrative agent and collateral agent, pursuant to which the lenders party thereto provided the Debt Financing (as defined below).

The Bridge Credit Agreement provides for (a) a 540-day £ 1.0 billion asset sale bridge facility, (b) a 60-day £ 503 million cash confirmation bridge facility and (c) a 540-day £ 116 million revolving credit

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

facility (collectively, the “Debt Financing”).

The proceeds of the bridge loan facilities provided under the Bridge Credit Agreement were used (i) to pay a portion of the cash consideration for the acquisition and (ii) to pay fees and expenses related to the acquisition and related transactions.

The proceeds of the revolving credit facility under the Bridge Credit Agreement may be used for working capital and general corporate purposes.

The £ 1.5 billion Interim Facilities Agreement (the “Interim Facilities Agreement”) entered into on October 6, 2020 with Deutsche Bank AG, London Branch and JPMorgan Chase Bank, N.A., and amended on December 11, 2020, was terminated upon the execution of the Bridge Credit Agreement.

On May 12, 2021, we repaid the £ 503 million cash confirmation bridge facility.

On June 14, 2021, the Company drew down the full £ 116 million from the revolving credit facility and the proceeds, in addition to excess Company cash, were used to make a partial repayment of the asset sale bridge facility in the amount of £ 700 million.

Outstanding borrowings under the Bridge Credit Agreement are expected to be repaid upon the sale of William Hill’s non-U.S.

operations including the UK and international online divisions and the retail betting shops (collectively, “William Hill International”), all of which are held for sale as of the date of the closing of the William Hill Acquisition and reflected within discontinued operations.

Certain investments acquired have been excluded from the held for sale asset group.

See Note 8 for investments in which the Company elected to apply the fair value option.

On September 8, 2021, the Company entered into an agreement to sell William Hill International to 888 Holdings Plc for approximately £ 2.2 billion.

After repayment of the outstanding debt under the Bridge Credit Agreement, described above, the Company expects to receive approximately £ 835 million, or $ 1.2 billion, subject to any permitted leakage, which is customary for sale transactions in the UK.

In order to manage the risk of changes in the GBP denominated sales price and expected proceeds, the Company has entered into foreign exchange forward contracts.

The sale is subject to satisfaction of customary conditions, including receipt of the approval of shareholders of 888 Holdings Plc and regulatory approvals, and is expected to close in the second quarter of 2022.

Consolidation of Horseshoe Baltimore

On August 26, 2021, the Company increased its ownership interest in CBAC Borrower, LLC (“Horseshoe Baltimore”), a property which it also manages, to approximately 75.8 %.

Caesars was subsequently determined to have a controlling financial interest in Horseshoe Baltimore and we began to consolidate the results of operations of the property following our change in ownership.

Our previously held investment was remeasured as of the date of the change in ownership and the Company recognized a gain of $ 40 million during the year ended December 31, 2021.

Management fees received prior to the consolidation event have been presented within the Managed and Branded segment.

Following the increase in ownership, the operations of Horseshoe Baltimore are presented within the Regional segment.

On April 7, 2022, the Company amended the agreement to sell William Hill International to 888 Holdings Plc for a revised enterprise value of approximately £ 2.0 billion.

The amended agreement reflected a £ 250 million reduction in consideration payable at closing and up to £ 100 million in deferred consideration to be paid to the Company, subject to 888 Holdings Plc meeting certain 2023 financial targets.

During the year ended December 31, 2022, the Company recorded impairments to assets held for sale of $ 503 million within discontinued operations based on the revised and final sales prices.

On July 1, 2022, the Company completed the sale of William Hill International to 888 Holdings Plc and outstanding borrowings under the Bridge Credit Agreement between the Company and certain lenders party thereto and Deutsche Bank AG, London Branch, as administrative agent and collateral agent, were immediately repaid.

After the repayment of the Bridge Credit Agreement, other permitted leakage, and the settlement of related forward contracts, Caesars received net proceeds of $ 730 million.

Including open market repurchases and repayments, the Company utilized all $ 730 million to reduce the Company’s outstanding debt.

Basis of Presentation

Our 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.

Our Financial Statements are prepared in accordance with accounting principles generally accepted in the United States, 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 William Hill Acquisition and rebranding of our interactive business (formerly, Caesars Interactive Entertainment “CIE” and now, inclusive of William Hill US, “Caesars Digital”) expanded our access to conduct sports wagering and iGaming operations.

As a result, the Company has made a change to the composition of its reportable segments.

The Las Vegas and Regional segments are substantially unchanged, while the former Managed, International and CIE reportable segment has been recast for all periods presented into two segments:

Caesars Digital and Managed and Branded.

As a result of the sale of Caesars Entertainment UK, including the interest in Emerald Resort & Casino (together, “Caesars UK Group”) and the announced sale of William Hill International, international operations of our non-managed properties are classified as discontinued operations.

See Note 19 for a listing of properties included in each segment and the determination of our segments.

The presentation of financial information herein for the periods after the Company’s acquisitions of Former Caesars on July 20, 2020, William Hill on April 22, 2021 and the acquisition of an additional interest in Horseshoe Baltimore on August 26, 2021 is not fully comparable to the periods prior to the respective acquisitions.

In addition, the presentation of financial information herein for the periods after the Company’s sales of various properties is not fully comparable to the periods prior to their respective sale dates.

See Note 3 for further discussion of the acquisitions and related transactions and Note 4 for properties recently sold or currently held for sale.

Actual amounts could materially differ from those estimates.

The presentation of financial information herein for the periods after the Company’s acquisitions or before divestitures of various properties is not fully comparable to the periods prior to their respective purchase or after the sale dates.

See Note 3 for further discussion of the acquisitions and related transactions and Note 4 for properties recently sold.

Consolidation of Subsidiaries and Variable Interest Entities

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and its subsidiaries after elimination of all intercompany accounts and transactions.

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We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities (“VIEs”) for which we or one of our consolidated subsidiaries is the primary beneficiary.

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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 was a member in a joint venture to acquire, develop, own, and operate a casino resort project in Incheon, South Korea (the “Korea JV”).

We previously determined that the Korea JV was a VIE and the Company was the primary beneficiary, and therefore, we previously consolidated 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 and consisted of $ 130 million of Property and equipment and Other assets and $ 130 million of current and other long-term liabilities.

We sold our interest in the Korea JV on January 21, 2021 and derecognized its assets and liabilities from our Balance Sheets.

There was no gain or loss associated with the sale.

We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE.

If we determine an investment qualifies, or no longer qualifies, as a VIE, there may be a material effect to our Financial Statements.

Developments Related to COVID-19

In January 2020, an outbreak of a new strain of coronavirus (“COVID-19”) was identified and spread throughout much of the world, including the U.S.

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 COVID-19.

During the year ended December 31, 2021, most of our properties experienced positive trends as restrictions on maximum capacities and amenities available were eased.

Following temporary furloughs and salary reductions during 2020, the Company has emphasized a focus on labor efficiencies as operations resumed.

As properties began to reopen during the year ended December 31, 2020, certain capacity restrictions, mask mandates, sanitation guidelines, and the federal COVID-19 vaccine and testing emergency temporary standard were adhered to as required by governmental or tribal orders, directives, and guidelines.

The Company experienced positive operating trends in 2021, with a continued focus on operational efficiencies.

Although the Company has experienced a decline in net income, Adjusted EBITDA and Adjusted EBITDA margins for the year ended December 31, 2021 exceeded pre-pandemic levels experienced in 2019 within our Las Vegas and Regional segments.

However, certain revenue streams, such as convention and entertainment revenues, continued to be negatively impacted due to capacity restrictions in the first half of 2021.

Future effects of COVID-19 from further outbreaks, including new variants, mask mandates or other restrictions are uncertain and could result in additional closures such as the temporary closure of Caesars Windsor from January 5, 2022 through January 31, 2022.

Extensive closure periods impacting many of our properties would have a material adverse effect on future results of operations.

Despite the resurgence of the COVID-19 Omicron variant at the beginning of the year, operations at many of our properties experienced positive trends during much of the year ended December 31, 2022, including higher hotel occupancy, particularly in Las Vegas, and increased gaming and food and beverage volumes.

The reduction in mandates and restrictions, combined with pent up consumer demand and supplemental discretionary spend from governmental stimulus, resulted in strong results across our properties during 2021.

Future variants, mandates or restrictions imposed by various regulatory bodies are uncertain and could have a significant impact on our future operations.

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Summary of Significant Accounting Policies

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The carrying amounts approximate the fair value because of the short maturity of those instruments (Level 1).

Restricted Cash and Investments

Restricted cash 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 included shares acquired in conjunction

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with the Company’s sports betting agreements with William Hill that contained restrictions related to the ability to liquidate shares within a specified timeframe.

As a result of the William Hill Acquisition, no restricted investments are held as of December 31, 2021.

Trading securities are carried at fair value with changes in fair value recognized in current period income (See Note 8).

Restricted Cash

Restricted cash includes certificates of deposit and similar instruments that are subject to remeasurement on a recurring basis (see Note 8) and cash deposits which are restricted under certain operating agreements or restricted for future capital expenditures in the normal course of business.

Advertising costs are expensed in the period the advertising initially takes place.

Advertising costs were $ 571 million, $ 518 million and $ 64 million for the years ended December 31, 2022, 2021 and 2020, respectively, and are included within operating expenses.

During the year ended December 31, 2021, the Company launched television, radio and internet marketing campaigns promoting the Caesars Sportsbook.

Advertising costs related to the Caesars Digital segment are primarily recorded in Casino and pari-mutuel commissions expense.

Reclassifications

Certain reclassifications of prior year presentations have been made to conform to the current period presentation.

In June 2021, the Indiana Gaming Commission amended its order that previously required the Company to sell a third casino asset in the state.

As a result, Horseshoe Hammond no longer meets the held for sale criteria.

The assets and liabilities held for sale have been reclassified as held and used for all periods presented measured at the lower of the carrying amount, adjusted for depreciation and amortization that would have been recognized had the assets been continuously classified as held and used, and the fair value at the date of the amended ruling.

Additionally, amounts previously presented in discontinued operations have been reclassified into continuing operations for all relevant periods presented.

During the years ended December 31, 2022 and 2021, the Company launched significant television, radio and internet marketing campaigns promoting the Caesars Sportsbook.

Advertising costs related to the Caesars Digital segment are primarily recorded in Casino expense.

Interest Expense, Net

Years Ended December 31,

(In millions) 2022 2021 2020

Interest expense $ 2,303 $ 2,320 $ 1,213

Capitalized interest ( 26 ) ( 9 ) ( 1 )

Interest income ( 12 ) ( 16 ) ( 10 )

Total interest expense, net $ 2,265 $ 2,295 $ 1,202

Recently Issued Accounting Pronouncements

Pronouncements Implemented in 2022

Effective January 1, 2021, we adopted Accounting Standards Updates (“ASU”) 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General and ASU 2020-06, Debt with Conversion and Other Options and Derivatives and Hedging, which did not have a material effect on our Financial Statements.

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 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.

We have not yet adopted this new guidance as of December 31, 2021.

LIBOR is expected to be discontinued by lending institutions after December 31, 2021 for new debt agreements and after June 30, 2023 no additional LIBOR rates will be available.

We have variable rate debt instruments which are subject to LIBOR interest rates plus a margin or base rate.

Our CRC Credit Facility contains alternative rates in the event that LIBOR is no longer available.

The Baltimore Term Loan has been amended and we intend to work with our lenders to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

Our interest rate swaps mature on December 31, 2022.

Effective January 1, 2022, we adopted Accounting Standards Update 2020-04 (amended through December 2022), Reference Rate Reform.

We will apply this guidance to applicable contracts and instruments if, and when, they are modified.

Such application is not expected to have a material effect on our Financial Statements.

Acquisitions, Purchase Price Accounting and Pro forma Information

Acquisition of William Hill

On April 22, 2021, we completed the previously announced acquisition of William Hill PLC for cash consideration of approximately £ 2.9 billion , or approximately $ 3.9 billion , based on the GBP to USD exchange rate on the closing date.

Restricted cash which was held in escrow as of December 31, 2020 was used to complete the acquisition.

Prior to the acquisition, William Hill PLC’s U.S.

On April 22, 2021, we completed the acquisition of William Hill PLC for cash consideration of approximately £ 2.9 billion , or approximately $ 3.9 billion , based on the GBP to USD exchange rate on the closing date.

We acquired William Hill PLC and its U.S.

subsidiary, William Hill U.S.

(“William Hill US” and together with William Hill PLC, “William Hill”) operated 37 sportsbooks at our properties in eight states.

Subsequent to the William Hill Acquisition, we conducted sports wagering in 21 states and domestic jurisdictions across the U.S.

as of December 31, 2021.

Additionally, we operated regulated online real money gaming businesses in five states as of December 31, 2021 and we

Holdco (“William Hill US” and together with William Hill PLC, “William Hill”) to better position the Company to address the extensive usage of digital platforms, continued legalization in additional states and jurisdictions, and growing bettor demand, which are driving the market for online sports betting platforms in the U.S.

In addition, we continue to leverage the World Series of Poker (“WSOP”) brand, and license the WSOP trademarks for a variety of products and services across these digital platforms.

At the time that the William Hill Acquisition was consummated, the Company’s intent was to divest William Hill International.

On September 8, 2021, the Company entered into an agreement to sell William Hill International to 888 Holdings Plc for approximately £ 2.2 billion.

On April 7, 2022, the Company amended the agreement to sell William Hill International to 888 Holdings Plc for a revised enterprise value of approximately £ 2.0 billion.

During the year ended December 31, 2022, the Company recorded impairments to assets held for sale of $ 503 million within discontinued operations based on the revised and final sales prices.

On July 1, 2022, the Company completed the sale of William Hill International to 888 Holdings Plc.

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continue to leverage the World Series of Poker (“WSOP”) brand, and license the WSOP trademarks for a variety of products and services.

Extensive usage of digital platforms, continued legalization in additional states, and growing bettor demand are driving the market for online sports betting platforms in the U.S.

and the William Hill Acquisition positioned us to address this growing market.

On September 8, 2021, the Company entered into an agreement to sell William Hill International to 888 Holdings Plc for approximately £ 2.2 billion.

The sale is subject to satisfaction of customary conditions, including receipt of the approval of shareholders and regulatory approvals, and is expected to close in the second quarter of 2022.

The Company previously held an equity interest in William Hill PLC and William Hill US (see Note 5).

Accordingly, the acquisition is accounted for as a business combination achieved in stages, or a “step acquisition.”

The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value.

Prior to the acquisition, the Company accounted for its investment in William Hill PLC as an investment in equity securities and William Hill US as an equity method investment.

Accordingly, the acquisition was accounted for as a business combination achieved in stages, or a “step acquisition.”

As mentioned above, the total purchase consideration for William Hill was approximately $ 3.9 billion .

The purchase consideration in the acquisition was determined with reference to its acquisition date fair value.

(In millions) Consideration

Cash for outstanding William Hill common stock $ 3,909

Cash for outstanding William Hill common stock (a)

Fair value of William Hill equity awards 30

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Total purchase consideration $ 3,912

Preliminary Purchase Price Allocation

The purchase price allocation for William Hill is preliminary as it relates to determining the fair value of certain assets and liabilities, including goodwill, and is subject to change.

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 following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of William Hill, with the excess recorded as goodwill as of December 31, 2021:

____________________

(a) William Hill common stock of approximately 1.0 billion shares as of the acquisition date was paid at £ 2.72 per share, or approximately $ 3.77 per share using the GBP to USD exchange rate on the acquisition date.

Final Purchase Price Allocation

The fair values are based on management’s analysis, including work performed by third-party valuation specialists, and were finalized over the one-year measurement period.

The following table summarizes the allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of William Hill, with the excess recorded as goodwill as of December 31, 2022:

(In millions) Fair Value

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____________________

(a) Intangible assets consist of gaming rights valued at $ 80 million, trademarks valued at $ 27 million, developed technology valued at $ 110 million, reacquired rights valued at $ 280 million and customer relationships valued at $ 68 million.

(b) Includes debt of $ 1.1 billion related to William Hill International at the acquisition date.

The preliminary purchase price allocation is subject to a measurement period and has since been revised.

Assets and liabilities held for sale noted above are substantially all related to William Hill International and during the fourth quarter ended December 31, 2021, management has revised the estimated fair value of the William Hill International operations which has resulted in changes in net assets and the allocation of goodwill.

The net impact of these changes was an increase of $ 4 million to other current assets, a $ 38 million decrease to assets held for sale, a $ 46 million increase to goodwill, a $ 10 million increase to other noncurrent assets, a $ 7 million decrease to other current liabilities, a $ 12 million increase to liabilities related to assets held for sale, and a $ 17 million increase to deferred income taxes.

The effect of these revisions during the quarter did not have an impact on our Statements of Operations.

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(b) Includes the fair value of debt of $ 1.1 billion related to William Hill International at the acquisition date.

The fair values of the assets acquired and liabilities assumed were determined using the market, income, and cost approaches, or a combination.

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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 William Hill acquisition date.

Assets and liabilities held for sale substantially represent William Hill International which has been initially valued using a combination of approaches including a market approach based on valuation multiples and EBITDA, the relief from royalty method and the replacement cost method.

In addition to the approaches described, our estimates have been updated to reflect the sale price of William Hill International in the proposed sale to 888 Holdings Plc, described above.

Assets and liabilities held for sale substantially represented William Hill International which was valued using a combination of approaches including a market approach based on valuation multiples and EBITDA, the relief from royalty method and the replacement cost method.

In addition to the approaches described, our estimates were updated to reflect the sale price of William Hill International in the sale to 888 Holdings Plc, described above.

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The acquired net assets of William Hill included certain investments in common stock.

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By virtue of their ownership of the respective intangible assets, the Company avoids any such payments and records the related intangible value.

The estimated useful lives of the trademarks and developed technology are approximately 15 years and six years , respectively, from the acquisition date.

The estimated useful lives of the trademarks and developed technology were approximately 15 years and six years , respectively, from the acquisition date.

Online user relationships are valued using a cost approach based on the estimated marketing and promotional cost to acquire the new active user base if the user relationships were not already in place and needed to be replaced.

We estimate the useful life of the user relationships to be approximately three years from the acquisition date.

We estimated the useful life of the user relationships to be approximately three years from the acquisition date.

Operating agreements with non-Caesars entities allowed William Hill to operate retail and online sportsbooks as well as online gaming within certain states.

These agreements are valued using the excess earnings method, estimating the projected profits of the business attributable to the rights afforded through the agreements, adjusted for returns of other assets that contribute to the generation of this profit, such as working capital, fixed assets and other intangible assets.

We estimate the useful life of these operating agreements to be approximately 20 years from the acquisition date and have included them within amortizing gaming rights.

The reacquired rights intangible asset represents the estimated fair value of the Company’s share of the William Hill’s forecasted profits arising from the prior contractual arrangement with the Company to operate retail and online sportsbooks and online gaming.

These agreements were valued using the excess earnings method, estimating the projected profits of the business attributable to the rights afforded through the agreements, adjusted for returns of other assets that contribute to the generation of this profit, such as working capital, fixed assets and other intangible assets.

We estimated the useful life of these operating agreements to be approximately 20 years from the acquisition date and have included them within amortizing gaming rights.

The reacquired rights intangible asset represents the estimated fair value of the Company’s share of William Hill’s forecasted profits arising from the prior contractual arrangement with the Company to operate retail and online sportsbooks and online gaming.

This fair value estimate was determined using the excess earnings method, an income-based approach that reflects the present value of the future profit William Hill expected to earn over the remaining term of the contract, adjusted for returns of other assets that contribute to the generation of this profit, such as working capital, fixed assets and other intangible assets.

The forecasted profit used within this valuation is adjusted for the settlement of the preexisting relationship noted previously in the calculation of the purchase consideration in order to avoid double counting of this settlement.

The forecasted profit used within the valuation was adjusted for the settlement of the preexisting relationship in order to avoid double counting of the settlement.

Reacquired rights are amortizable over the remaining contractual period of the contract in which the rights were granted and estimated to be approximately 24 years from the acquisition date.

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The goodwill acquired will not generate amortization deductions for income tax purposes.

The fair value of long-term debt assumed has been calculated based on market quotes.

The Company recognized acquisition-related transaction costs of $ 68 million and $ 8 million for the years ended December 31, 2021 and 2020, respectively, excluding additional transaction costs associated with sale of William Hill International.

These costs were primarily associated with legal and professional services and were recorded in Transaction costs and other operating costs in our Statements of Operations.

The fair value of long-term debt assumed was calculated based on market quotes.

The Company recognized acquisition-related transaction costs of $ 21 million, $ 68 million and $ 8 million for the years ended December 31, 2022, 2021 and 2020, respectively, excluding additional transaction costs associated with sale of William Hill International.

These costs were associated with legal, professional services, and certain severance and retention costs and were primarily recorded in Transaction and other costs in our Statements of Operations.

For the period of April 22, 2021 through December 31, 2021, the operations of William Hill generated net revenues of $ 183 million, excluding discontinued operations (see Note 4), and a net loss of $ 415 million.

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Unaudited Pro Forma Information

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the William Hill Acquisition as if it had occurred on January 1, 2020.

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The pro forma results include adjustments and consequential tax effects to reflect incremental amortization expense to be incurred based on preliminary fair values of the identifiable intangible assets acquired, eliminate gains and losses related to certain investments and adjustments to the timing of acquisition related costs and expenses incurred during the year ended December 31, 2021.

The unaudited pro forma financial information is not necessarily indicative of the financial results that would have occurred had the William Hill Acquisition been consummated as of the dates indicated, nor is it indicative of any future results.

The unaudited pro forma financial information does not include the operations of William Hill International as such operations were expected to be divested upon the acquisition date.

The unaudited pro forma financial information is not necessarily indicative of the financial position or results that would have occurred had the William Hill Acquisition been consummated as of the dates indicated, nor is it indicative of any future results.

In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the acquisition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Years Ended December 31,

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Consolidation of Horseshoe Baltimore

On August 26, 2021, the Company increased its ownership interest in Horseshoe Baltimore, a property which it also manages, to approximately 75.8 % for cash consideration of $ 55 million.

Subsequent to the change in ownership, the Company was determined to have a controlling financial interest and has begun to consolidate the operations of Horseshoe Baltimore.

On August 26, 2021 (the “Consolidation Date”), the Company increased its ownership interest in Horseshoe Baltimore, a property which it also manages, to approximately 75.8 % for cash consideration of $ 55 million.

Our previously held investment was remeasured as of the date of the change in ownership and the Company recognized a gain of $ 40 million during the year ended December 31, 2021.

Subsequent to the change in ownership, the Company was determined to have a controlling financial interest and began to consolidate the operations of Horseshoe Baltimore.

Prior to the purchase, the Company held an interest in Horseshoe Baltimore of approximately 44.3 % which was accounted for as an equity method investment.

Our previously held investment was remeasured as of the date of our change in ownership and the Company recorded a gain of approximately $ 40 million, which was recorded in Other income (loss) on our Statements of Operations.

(In millions) Consideration

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Total purchase consideration $ 154

Preliminary Purchase Price Allocation

The purchase price allocation for Horseshoe Baltimore is preliminary as it relates to determining the fair value of certain assets and liabilities, including potential goodwill, and is subject to change.

The estimated fair values are based on management’s analysis, including preliminary work performed by a third-party valuation specialist, which is subject to finalization over the one-year measurement period.

The following table summarizes the preliminary allocation of the purchase consideration to the

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identifiable assets and liabilities of Horseshoe Baltimore, with any potential excess recorded as goodwill as of December 31, 2021:

Final Purchase Price Allocation

The fair values are based on management’s analysis, including work performed by a third-party valuation specialist, and were finalized over the one-year measurement period.

The following table summarizes the allocation of the purchase consideration to the identifiable assets and liabilities of Horseshoe Baltimore, with excess recorded as goodwill as of December 31, 2022:

(In millions) Fair Value

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(a) Intangible assets consist of gaming rights valued at $ 43 million and customer relationships valued at $ 10 million.

As noted above, the preliminary purchase price allocation is subject to a measurement period and our estimates as of September 30, 2021 have been revised.

The net impact of these changes in our preliminary valuations was a $ 102 million increase to property and equipment, net, a $ 63 million increase to goodwill, a $ 188 million decrease to intangible assets, a $ 47 million increase to other noncurrent assets, and a $ 24 million increase in other long-term liabilities.

The effect of these revisions during the quarter did not have a material impact on our Statements 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 Horseshoe Baltimore acquisition make use of Level 3 inputs, such as expected cash flows and projected financial results.

Valuation methodologies under both a market and income approach used for the identifiable net assets of Horseshoe Baltimore on the Consolidation Date 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.

Other personal property assets such as furniture, equipment, computer hardware, and fixtures were valued at the existing carrying values as they closely represented the estimated fair value of those items at the Horseshoe Baltimore acquisition date.

CAESARS ENTERTAINMENT, INC.

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The fair value of the buildings and improvements were estimated via the income approach.

The remaining estimated useful life of the buildings and improvements is 40 years.

The remaining estimated useful life of the buildings and improvements on the Consolidation Date is 40 years.

The right of use asset and operating lease liability related to a ground lease for the site on which Horseshoe Baltimore is located was recorded at fair value and will be amortized over the estimated remaining useful life due to changes in the underlying fair value and estimated remaining useful life of the building and improvements.

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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 .

We estimate the useful life of these customer relationships to be approximately seven years from the Consolidation Date.

The fair value of the gaming rights was determined using the excess earnings method, which 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.

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The fair value of long-term debt has been calculated based on market quotes.

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For the period of August 26, 2021 through December 31, 2021, the operations of Horseshoe Baltimore generated net revenues of $ 72 million, and a net income of $ 4 million.

Unaudited Pro Forma Information

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the Horseshoe Baltimore consolidation as if it had occurred on January 1, 2020.

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The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value.

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(In millions) Consideration

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(a) Former Caesars common stock was converted into the right to receive approximately 0.3085 shares of the Company’s Common Stock, with a value equal to approximately $ 12.41 in cash (based on the volume weighted average price per share of the Company’s Common Stock for the ten trading days ending on July 16, 2020).

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Final Purchase Price Allocation

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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

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Face value of financial assets $ 186

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The fair value of land was determined using the sales comparable approach.

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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

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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.

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We estimate the useful life of these customer relationships to be approximately seven years from the Merger date.

We estimated the useful life of these customer relationships to be approximately seven years from the Merger date.

Gaming rights include our gaming licenses in various jurisdictions and may have indefinite lives or an estimated useful life.

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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 from the Merger date.

The acquired gaming rights have indefinite lives, with the exception of one jurisdiction in which we estimated the useful life of the license to be approximately 34 years from the Merger date.

Goodwill is the result of expected synergies from the operations of the combined company and the assembled workforce of Former Caesars.

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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 of $ 30 million, $ 160 million and $ 80 million for the years ended December 31, 2021, 2020 and 2019, respectively, in connection with the Merger.

Transaction costs were associated with legal, IT costs, internal labor and professional services and were recorded in Transaction costs and other operating costs in our Statements of Operations.

The fair value of the financing obligations was 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 of $ 30 million and $ 160 million for the years ended December 31, 2021, and 2020, respectively, in connection with the Merger.

Transaction costs were associated with legal, IT costs, internal labor and professional services and were recorded in Transaction and other costs in our Statements of Operations.

For the period of July 20, 2020 through December 31, 2020, the properties of Former Caesars generated net revenues of $ 2.1 billion, excluding discontinued operations, and a net loss of $ 1.2 billion.

Unaudited Pro Forma Information

Unaudited Pro Forma Financial Information

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.

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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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In millions) Year Ended December 31, 2020

Net revenues $ 5,926

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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.

The Company periodically divests assets to raise capital or, in previous cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities.

The carrying value of the net assets 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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Held for sale - Continuing operations

Held for sale - Sold

Baton Rouge, Evansville, MontBleu, Shreveport, Kansas City and Vicksburg Divestitures

On December 1, 2020, the Company entered into a definitive agreement to sell the operations of Belle of Baton Rouge Casino & Hotel (“Baton Rouge”) to CQ Holding Company, Inc.

As a result, 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 transaction has received regulatory approvals and is expected to close in the first quarter of 2022, subject to other customary closing conditions.

Baton Rouge met the requirements for presentation as assets held for sale as of December 31, 2021.

The assets and liabilities held for sale within continuing operations, accounted for at carrying value unless fair value is lower, were as follows as of December 31, 2021 and 2020:

(In millions) December 31, 2021 December 31, 2020

Property and equipment, net 2 2

Other assets, net 1 1

Assets held for sale $ 6 $ 5

Current liabilities $ 3 $ 2

Other long-term liabilities 1 1

Liabilities related to assets held for sale $ 4 $ 3

The following information presents the net revenues and net loss of our held for sale property, with operations included in continuing operations, that has not been sold:

Years Ended December 31,

(In millions) 2021 2020

Net revenues $ 17 $ 15

Net loss ( 2 ) ( 70 )

Held for sale - Sold

Presque, Nemacolin, Mountaineer, Caruthersville, Cape Girardeau, Kansas City, Vicksburg, Shreveport, MontBleu, and Evansville Divestitures

The sale of Presque Isle Downs & Casino (“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 Lady Luck Casino Nemacolin (“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 Casino, Racetrack and Resort (“Mountaineer”), Lady Luck Casino Caruthersville (“Caruthersville”) and Isle Casino Cape Girardeau (“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 Lady Luck Casino Vicksburg (“Vicksburg”) and Isle of Capri Kansas City (“Kansas City”) to Bally’s Corporation (formerly Twin River Worldwide Holdings, Inc.) for $ 230 million resulting in a gain of $ 8 million.

On December 23, 2020, the Company consummated the sale of Eldorado Shreveport (“Shreveport”) to Bally's Corporation for $ 140 million resulting in a gain of $ 29 million.

On May 5, 2022, the Company consummated the sale of the equity interests of Baton Rouge to CQ Holding Company, Inc., resulting in a loss of $ 3 million.

On June 3, 2021, the Company consummated the sale of the real property and equity interests of Tropicana Evansville (“Evansville”) to Gaming and Leisure Properties, Inc.

(“GLPI”) and Bally’s Corporation, respectively, for $ 480 million, resulting in a gain of $ 12 million.

On April 24, 2020, the Company entered into a definitive agreement to sell the equity interests of MontBleu Casino Resort & Spa (“MontBleu”) to Bally’s Corporation.

As a result, 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.

On April 6, 2021, the Company consummated the sale of the equity interests of MontBleu to Bally’s Corporation for $ 15 million, subject to a customary working capital adjustment, resulting in a gain of less than $ 1 million.

The purchase price for MontBleu is due no later than the first anniversary of the consummation of the transaction.

On June 3, 2021, the Company consummated the sale of the real property and equity interests of Tropicana Evansville (“Evansville”) to Gaming and Leisure Properties, Inc.

(“GLPI”) and Bally’s Corporation, respectively, for $ 480 million, subject to a customary working capital adjustment, resulting in a gain of $ 12 million.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Prior to their respective closing dates, Presque, Nemacolin, Mountaineer, Caruthersville, Cape Girardeau, Kansas City, Vicksburg, Shreveport, MontBleu, and Evansville met the requirements for presentation as assets held for sale.

On April 6, 2021, the Company consummated the sale of the equity interests of MontBleu to Bally’s Corporation for $ 15 million, resulting in a gain of less than $ 1 million.

The Company received the payment in full on April 5, 2022.

On December 23, 2020, the Company consummated the sale of Eldorado Shreveport (“Shreveport”) to Bally's Corporation for $ 140 million resulting in a gain of $ 29 million.

Prior to their respective closing dates, Baton Rouge, Evansville, MontBleu, Shreveport, Kansas City and Vicksburg, met the requirements for presentation as assets held for sale.

However, they did not meet the requirements for presentation as discontinued operations.

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Year Ended December 31, 2022

(In millions) Evansville MontBleu

(In millions) Baton Rouge

Net revenues $ 6

Net income 26 4

Net loss ( 1 )

Year Ended December 31, 2021

(In millions) Kansas City Vicksburg Shreveport Evansville MontBleu

(In millions) Baton Rouge Evansville MontBleu

Net revenues $ 17 $ 58 $ 11

Net income (loss) ( 2 ) 26 4

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended December 31, 2020

(In millions) Presque Nemacolin Mountaineer Cape

Girardeau Caruthersville Kansas City Vicksburg

(In millions) Baton Rouge Evansville MontBleu Shreveport Kansas City Vicksburg

Net revenues $ 15 $ 98 $ 31 $ 68 $ 18 $ 7

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The assets and liabilities held for sale were as follows as of December 31, 2021:

December 31, 2020

(In millions) Evansville MontBleu

(In millions) Baton Rouge

Property and equipment, net 2

Gaming licenses and other intangibles, net 138 —

Other assets, net 1

Assets held for sale $ 6

Other liabilities $ 12 $ 8

Long-term lease obligation 24 63

Current liabilities $ 3

Other long-term liabilities 1

Liabilities related to assets held for sale $ 4

Held for sale - Discontinued operations

On the closing date of the Merger, Harrah’s Louisiana Downs, Caesars UK group, which includes Emerald Resorts & Casino, and Caesars Southern Indiana met held for sale criteria.

The operations of these properties are presented within discontinued operations.

On the closing date of the Merger, Harrah’s Louisiana Downs, Caesars Southern Indiana and Caesars UK Group, which included Emerald Resort & Casino, met held for sale criteria.

The operations of these properties, until their respective date of divestiture, have been presented within discontinued operations.

In addition, at the time that the William Hill Acquisition was consummated, the Company’s intent was to divest William Hill International.

Accordingly, the assets and liabilities of these reporting units were classified as held for sale with operations presented within discontinued operations.

On September 3, 2020, the Company and VICI Properties L.P., a Delaware limited partnership (“VICI”) entered into an agreement to sell the equity interests of Harrah’s Louisiana Downs to Rubico Acquisition Corp.

for $ 22 million, subject to a customary working capital adjustment.

On November 1, 2021, the sale of Harrah’s Louisiana Downs was completed and the proceeds were split between the Company and VICI.

The annual base rent payments under the Regional lease between Caesars and VICI remain unchanged.

for $ 22 million.

On November 1, 2021, the sale of Harrah’s Louisiana Downs was completed and proceeds were split between the Company and VICI.

The annual base rent payments under the Regional Master Lease between Caesars and VICI remained unchanged.

On December 24, 2020, the Company entered into an agreement to sell the equity interests of Caesars Southern Indiana to the Eastern Band of Cherokee Indians (“EBCI”) for $ 250 million, subject to customary purchase price adjustments.

On September 3, 2021, the Company completed the sale of Caesars Southern Indiana, resulting in a gain of $ 12 million.

In connection with this transaction, the Company’s annual base rent payments to VICI Properties under the Regional Master Lease were reduced by $ 33 million.

Additionally, the Company and EBCI extended their existing relationship by entering into a 10-year brand license agreement, with cancellation rights in exchange for a termination fee at the buyer’s discretion following the fifth

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

anniversary of the agreement, for the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana.

Caesars Southern Indiana was previously reported within the Regional segment and subsequent to the sale, as a result of the license agreement relating to the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana, is reported within the Managed and Branded segment.

On July 16, 2021, the Company completed the sale of Caesars UK Group, in which the buyer assumed all liabilities associated with the Caesars UK Group, and we recorded an impairment of $ 14 million within discontinued operations.

At the time that the William Hill Acquisition was consummated, the Company’s intent was to divest William Hill International.

Accordingly, the assets and liabilities of William Hill International are classified as held for sale with operations presented within discontinued operations.

See Note 1 and Note 2.

The following information presents the net revenues and net income (loss) for the Company’s properties that are part of discontinued operations for the year ended December 31, 2021:

In connection with this transaction, the Company’s annual base rent payments to VICI under the Regional Master Lease were reduced by $ 33 million.

Additionally, the Company and EBCI entered into a 10-year brand license agreement, for the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana.

The agreement contains cancellation rights in exchange for a termination fee at the buyer’s discretion following the fifth anniversary of the agreement.

On July 16, 2021, the Company completed the sale of Caesars UK Group, in which the buyer assumed all liabilities associated with the Caesars UK Group, and recorded an impairment of $ 14 million within discontinued operations.

The following information presents the net revenues and net income (loss) for the Company’s properties that are part of discontinued operations for the year ended December 31, 2022 and 2021:

Year Ended December 31, 2022

(In millions) William Hill International

Net revenues $ 820

Net loss ( 448 )

Year Ended December 31, 2021

(In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana William Hill International

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Net income (loss) 10 ( 30 ) 27 ( 18 )

The assets and liabilities held for sale as discontinued operations, accounted for at carrying value unless fair value was lower, were as follows as of December 31, 2020:

December 31, 2020

(In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana

Assets held for sale $ 25 $ 255 $ 589

Liabilities related to assets held for sale (a)

____________________

(a) We have included $ 5 million and $ 331 million of deferred finance obligations as held for sale liabilities for and Harrah’s Louisiana Downs and Caesars Southern Indiana, respectively, which represent the estimated liability derecognized upon completion of the divestitures.

Not included in the above table are assets and liabilities held for sale of $ 3.8 billion and $ 2.7 billion, respectively, related to William Hill International.

Liabilities held for sale include $ 617 million of debt related to the asset sale bridge facility and the revolving credit facility, which are expected to be repaid upon the sale of William Hill International, as described in Note 1.

The Bridge Credit Agreement includes a financial covenant requiring the Bridge Facility Borrower to maintain a maximum total net leverage ratio of 10.50 to 1.00.

The borrowings under the Bridge Credit Agreement are guaranteed by the Bridge Facility Borrower and its material wholly-owned subsidiaries (subject to exceptions), and are secured by a pledge of substantially all of the existing and future property and assets of the Bridge Facility Borrower and the guarantors (subject to exceptions).

In addition, $ 943 million of debt is held for sale related to two trust deeds assumed in the William Hill Acquisition.

One trust deed relates to £ 350 million aggregate principal amount of 4.750 % Senior Notes due 2026, and the other trust deed relates to £ 350 million aggregate principal amount of 4.875 % Senior Notes due 2023.

Each of the trust deeds contain a put option due to a change in control which allowed noteholders to require the Company to purchase the notes at 101 % of the principal amount with interest accrued.

The put period with respect to the William Hill Acquisition expired on July 26, 2021, and approximately £ 1 million of debt was repurchased.

As of December 31, 2021, the Company was in compliance with the financial covenant related to the Bridge Credit Agreement and no financial covenants were noted related to the two trust deeds assumed in the William Hill Acquisition.

Investments in and Advances to Unconsolidated Affiliates

The Company previously entered into a 25 -year agreement with William Hill, which became effective January 29, 2019, and 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.

On April 22, 2021, the Company consummated its previously announced acquisition of William Hill PLC in an all-cash transaction.

Prior to the acquisition, the Company accounted for its investment in William Hill PLC as an investment in equity securities.

Additionally, we accounted for our investment in William Hill US as an equity method

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

investment prior to the William Hill Acquisition.

See Note 3 for further detail on the consideration transferred and the allocation of the purchase price.

As of December 31, 2021, assets and liabilities held for sale of $ 3.8 billion and $ 2.7 billion, respectively, related to William Hill International and included $ 617 million of debt related to a Bridge Credit Agreement, which was repaid upon the sale of William Hill International on July 1, 2022.

In addition, $ 850 million of debt was held for sale related to two trust deeds assumed in the William Hill Acquisition.

One trust deed related to £ 350 million aggregate principal amount of 4.750 % Senior Notes due 2026, and the other trust deed related to £ 350 million aggregate principal amount of 4.875 % Senior Notes due 2023.

The Bridge Credit Agreement was repaid and the two trust deeds were divested with the completion of the sale of William Hill International on July 1, 2022 and the Company is no longer subject to the related covenants or guarantees.

Investments in and Advances to Unconsolidated Affiliates

The acquired net assets of William Hill included an investment in NeoGames S.A.

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On September 16, 2021, the Company sold a portion of its shares of NeoGames common stock for $ 136 million which decreased its ownership interest from 24.5 % to approximately 8.4 %.

As of December 31, 2021, the Company held approximately 2 million shares of NeoGames common stock with a fair value of $ 60 million.

The shares have a readily determinable fair value and, accordingly, the Company remeasures the investment based on the publicly available share price (Level 1).

For the year ended December 31, 2021, the Company recorded a loss related to the investment in NeoGames of $ 54 million, which is included within Other income (loss) on the Statements of Operations.

Additionally, on March 14, 2022 the Company sold its remaining 2 million shares at fair value for $ 26 million.

During the years ended December 31, 2022 and 2021, the Company recorded losses related to the investment in NeoGames of $ 34 million and $ 54 million, respectively, which is included within Other income (loss) on the Statements of Operations.

Pompano Joint Venture

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On February 12, 2021, the Company contributed 186 acres to the joint venture with a fair value of $ 61 million.

Total contributions of approximately 206 acres of land have been made with a fair value of approximately $ 69 million, and the Company has no further obligation to contribute additional real estate or cash as of December 31, 2021.

We entered into a short-term lease agreement in February 2021, which we can cancel at any time, to lease back a portion of the land from the joint venture.

While the Company holds a 50 % variable interest in the joint venture, it is not the primary beneficiary;

as such the investment in the joint venture is accounted for using the equity method.

The Company participates evenly with Cordish in the profits and losses of the joint venture, which are included in Transaction costs and other operating costs on the Statements of Operations.

As of December 31, 2021 and December 31, 2020, the Company’s investment in the joint venture is recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets.

The Company participates evenly with Cordish in the profits and losses of the joint venture, which are included in Transaction and other costs on the Statements of Operations.

As of December 31, 2022 and 2021, the Company’s investment in the joint venture is recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets.

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.

Property and equipment are stated at cost, except for assets acquired in our business combinations which were adjusted for fair value under Accounting Standards Codification (“ASC”) 805.

Internal use software costs are capitalized during the application development stage.

Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

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.

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.

Useful lives of each asset class are generally as follows:

Buildings and improvements 3 to 40 years

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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.

A portion of our property and equipment is subject to various operating leases for which we are the lessor.

Leased property includes 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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses, unless the assets represent a discontinued operation.

For the year ended December 31, 2019, an impairment charge of $ 1 million was recorded related to non-operating real property located in Pennsylvania.

The Company evaluates its property and equipment and other long-lived assets for impairment whenever indicators of impairment exist.

The Company 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 are recorded as operating expenses, unless the assets represent a discontinued operation.

For the year ended December 31, 2020, we recorded a tangible asset impairment of $ 4 million related to the sale of a corporate airplane.

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The Company performed the annual goodwill impairment test by comparing the fair value of each reporting unit with its carrying amount.

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 consist primarily of trademarks, Caesars Rewards 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.

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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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We used the Excess Earnings Method and a Cost Approach for estimating fair value for these gaming rights.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Finite-lived intangible assets consist of trade names and customer relationships acquired in business combinations.

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If the undiscounted cash flows exceed the carrying value, no impairment is recorded.

In December 2021, the Company approved a capital plan which included the planned rebranding of certain of our properties, which is expected to be substantially complete by December 31, 2022.

The Company utilized an income approach to determine the fair value of the trademarks subject to rebranding based on their expected future cash flows, which resulted in an impairment charge of $ 102 million.

The adjusted carrying values of these trademarks, previously considered to have indefinite lives, have begun to be amortized over their respective remaining useful lives.

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.

Impairment charges are presented on the statements of operations.

As a result of the finalized and approved capital and operating plans and the completion of the annual impairment testing, the Company recognized impairment charges in our Regional segment primarily due to an increase in the related discount rates, which represents the higher required cost of capital as a result of the macroeconomic environment and projected outlook.

The Company identified one property, where the estimated fair value of the associated gaming rights was less than the carrying value and recorded an impairment of $ 30 million.

In addition, the Company identified two reporting units with which the estimated fair value of the respective reporting unit was below the carrying value and we recorded a total impairment of $ 78 million to goodwill.

In December 2021, the Company approved a capital plan which included the planned rebranding of certain of our properties.

The adjusted carrying values of these trademarks were amortized over their respective useful lives.

During the year ended December 31, 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.

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).

4 unchanged sentences

$ 6,873 $ 3,045 $ 50 $ — $ 9,968

Transferred to assets held for sale — ( 18 ) — — ( 18 )

— 63 1,148 — 1,211

Other 16 ( 15 ) — — 1

Balance as of December 31, 2021

3 unchanged sentences

— ( 104 ) — — ( 104 )

Impairment — ( 100 ) — — ( 100 )

Transferred to assets held for sale — 8 — — 8

Balance as of December 31, 2021

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$ 6,889 $ 3,093 $ 1,198 $ — $ 11,180

— 63 1,148 — 1,211

Other 16 ( 15 ) — — 1

Balance as of December 31, 2022

3 unchanged sentences

— ( 104 ) — — ( 104 )

Impairment — ( 78 ) — — ( 78 )

Balance as of December 31, 2022

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(a) See Note 3 for further detail.

Purchase price allocation finalized in 2022.

(b) $ 468 million of goodwill within our Regional segment is associated with reporting units with zero or negative carrying value.

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Amortization expense ( 187 ) ( 139 ) — — ( 187 ) ( 139 )

Transferred to assets held for sale — ( 5 ) — ( 174 ) — ( 179 )

— 575 — 43 — 618

Acquisition of gaming rights and trademarks (b)

253 20 50 15 303 35

Acquisition of gaming rights and trademarks 10 253 1 50 11 303

Other 28 19 ( 28 ) ( 62 ) — ( 43 )

2 unchanged sentences

(a) See Note 3 for further detail.

(b) Includes acquired royalty-free license of Planet Hollywood Trademark with an estimated useful life of 15 years and other gaming rights.

Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill

4 unchanged sentences

$ 587 $ ( 276 ) $ 311 $ 587 $ ( 187 ) $ 400

Gaming rights and others 20 - 34 years

Gaming rights and other 10 - 34 years

212 ( 16 ) 196 174 ( 7 ) 167

Trademarks 15 years

313 ( 73 ) 240 322 ( 21 ) 301

Reacquired rights 24 years

250 ( 17 ) 233 250 ( 7 ) 243

Technology 6 years

110 ( 30 ) 80 110 ( 12 ) 98

$ 1,472 $ ( 412 ) 1,060 $ 1,443 $ ( 234 ) 1,209

Non-amortizing intangible assets

8 unchanged sentences

Estimated annual amortization expense $ 141 $ 126 $ 119 $ 119 $ 76

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 Balance Sheets at December 31, 2021 and 2020:

The following table sets forth the assets and liabilities, where applicable, measured at fair value on a recurring basis, by input level, in the Balance Sheets at December 31, 2022 and 2021:

(In millions) December 31, 2022

Level 1 Level 2 Level 3 Total

Restricted cash and investments $ 1 $ 1 $ — $ 2

Marketable securities 2 2 — 4

Derivative instruments - FX forward — 1 — 1

Total assets at fair value $ 2 $ 2 $ — $ 4

Derivative instruments - interest rate swaps $ — $ 28 $ — $ 28

Derivative instruments - FX forwards — 16 — 16

Total liabilities at fair value $ — $ 44 $ — $ 44

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In millions) December 31, 2021

Level 1 Level 2 Level 3 Total

Restricted cash and investments $ 1 $ 3 $ 44 $ 48

Restricted cash $ 1 $ 1 $ — $ 2

Marketable securities 69 9 — 78

1 unchanged sentence

Total assets at fair value $ 70 $ 11 $ — $ 81

Derivative instruments - 5 % Convertible Notes

$ — $ 326 $ — $ 326

Derivative instruments - interest rate swaps $ — $ 28 $ — $ 28

Derivative instruments - FX forwards — 16 — 16

Total liabilities at fair value $ — $ 44 $ — $ 44

Change in restricted investments using Level 3 inputs

(In millions) Level 3 Investment Level 3 Other Liabilities

Fair value of investment at December 31, 2019 $ 29 $ —

Value of additional investment received 5 2

Released from restrictions ( 8 ) ( 4 )

Unrealized gain 18 2

(In millions) Level 3 Investment

Fair value of investment at December 31, 2020

1 unchanged sentence

Acquisition of William Hill ( 51 )

Fair value at December 31, 2021 $ — $ —

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 equivalents held in short-term certificate of deposit accounts or money market type funds.

Fair value of investment at December 31, 2021

Restricted Cash

The estimated fair values of the Company’s restricted cash are based upon quoted prices available in active markets (Level 1), 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 instruments classified as restricted cash.

Restricted cash includes cash equivalents held in short-term certificate of deposit accounts or money market type funds.

Restricted cash that is not subject to remeasurement on a recurring basis is not included in the table above.

Restricted investments included shares acquired in conjunction with the Company’s sports betting agreements that contained restrictions related to the ability to liquidate shares within a specified timeframe.

As a result of the William Hill Acquisition, no restricted investments are held as of December 31, 2021.

Marketable Securities

Marketable securities consist primarily of trading securities held by the Company’s captive insurance subsidiary and investments acquired in the William Hill Acquisition (see Note 5).

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

The Company held common shares of Flutter Entertainment PLC (“Flutter”), which is a publicly traded company with a readily determinable share price.

The Flutter shares contained certain restrictions which 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 consist primarily of trading securities held by the Company’s captive insurance subsidiary, deferred compensation plans and investments acquired in the William Hill Acquisition.

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.

The Company held common shares of Flutter Entertainment PLC, which is a publicly traded company with a readily determinable share price.

During the year ended December 31, 2020, the Company sold a portion of these shares for $ 24 million and recorded a gain of $ 14 million.

As of December 31, 2020, the fair value of shares held was $ 10 million, and was included in Prepayments and other current assets on the Balance Sheets.

On July 7, 2021, the Company sold these shares for $ 9 million and recorded a loss of $ 1 million during the year ended December 31, 2021.

On July 7, 2021, the Company sold the remaining shares for $ 9 million and recorded a loss of $ 1 million on the sale date.

Gains and losses have been included in Other income (loss) on the Statements of Operations.

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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 senior notes maturing in 2024 (“ 5 % Convertible Notes”) which contained a derivative liability.

On June 29, 2021, all outstanding 5 % Convertible Notes were converted as a result of our mandatory conversion.

See Note 12 for further discussion.

The derivative liability associated with the conversion feature no longer exists following the mandatory conversion.

Forward contracts

T he Company has entered into several foreign exchange forward contracts with third parties to hedge the risk of fluctuations in the foreign exchange rates between USD and GBP and to fix the exchange rate for a portion of the funds used in the William Hill Acquisition, repayment of related debt, and expected proceeds of the sale of the international operations.

Three of these forward contracts to purchase £ 724 million at a contracted exchange rate were settled on June 11, 2021 and December 31, 2021, resulting in total gains of $ 38 million, which were recorded in the Other income (loss) on the Statements of Operations.

As of December 31, 2021, the Company is contracted to sell a total of £ 790 million at fixed exchange rates.

These contracts are to hedge the risk of fluctuations in the foreign exchange rate related to a portion of the expected proceeds from the sale of William Hill International.

The forward term of these contracts ends in March 2022.

The Company recorded a loss of $ 15 million during the year ended December 31, 2021, related to these forward contracts, which was recorded in the Other income (loss) on the Statements of Operations.

T he Company entered into several foreign exchange forward contracts with third parties to hedge the risk of fluctuations in the foreign exchange rates between USD and GBP.

During the years ended December 31, 2022 and 2021, the Company recorded a gain of $ 73 million and $ 23 million, respectively , related to forward contracts, which was recorded in the Other income (loss) on the Statements of Operations.

All forward contracts have been settled as of July 1, 2022.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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, 2021, we have four interest rate swap agreements to fix the interest rate on $ 1.3 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.

The major terms of the interest rate swap agreements as of December 31, 2021 were as follows:

Effective Date Notional Amount

(In millions)

Fixed Rate Paid Variable Rate Received as of

December 31, 2021 Maturity Date

1/1/2019 250 2.274 % 0.09038 % 12/31/2022

1/1/2019 200 2.828 % 0.09038 % 12/31/2022

1/1/2019 600 2.739 % 0.09038 % 12/31/2022

During the year ended December 31, 2022, we had four interest rate swap agreements to fix the interest rate on $ 1.3 billion of variable rate debt related to the CRC Credit Agreement.

The interest rate swaps were designated as cash flow hedging instruments.

The difference to be paid or received under the terms of the interest rate swap agreements was accrued as interest rates changed and recognized as an adjustment to interest expense at settlement.

The term of the interest rate swaps ended on December 31, 2022.

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

to terminate the contracts.

The interest rate swap derivative instruments are included in either Other assets, net or Other long-term 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.

The estimated fair values of our interest rate swap derivative instruments were derived from market prices obtained from dealer quotes for similar, but not identical, assets or liabilities.

Such quotes represented the estimated amounts we would receive or pay to terminate the contracts.

The interest rate swap derivative instruments were included in either Other assets, net or Other long-term liabilities on our Balance Sheets.

Our derivatives were recorded at their fair values, adjusted for the credit rating of the counterparty if the derivative was an asset, or adjusted for the credit rating of the Company if the derivative was a liability.

None of our derivative instruments were offset and all were classified as Level 2.

Financial Statement Effect

The effect of derivative instruments designated as hedging instruments on the Balance Sheets for amounts transferred into Accumulated other comprehensive income (loss) (“AOCI”) before tax was a gain of $ 62 million and $ 34 million, during the years ended December 31, 2021 and 2020, respectively.

The effect of interest rate swaps designated as hedging instruments on the Balance Sheets for amounts transferred into Accumulated other comprehensive income (loss) (“AOCI”) before tax was a gain of $ 28 million and $ 62 million, during the years ended December 31, 2022 and 2021, respectively.

AOCI reclassified to Interest expense on the Statements of Operations was $ 12 million and $ 59 million, for years ended December 31, 2022 and 2021, respectively.

As of December 31, 2021 and 2020, the interest rate swaps derivative liability of $ 28 million and $ 90 million, respectively, 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 $ 28 million.

As of December 31, 2021, the interest rate swaps derivative liability was $ 28 million.

Net settlement of these interest rate swaps resulted in the reclassification of deferred gains and losses within AOCI to be reclassified to the income statement as a component of interest expense as settlement occurred.

Accumulated Other Comprehensive Income

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Balances as of December 31, 2020 $ 26 $ 8 $ — $ 34

Other comprehensive income (loss) 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

Other comprehensive loss before reclassifications ( 12 ) ( 44 ) ( 1 ) ( 57 )

2 unchanged sentences

Balances as of December 31, 2021 $ 73 $ ( 36 ) $ ( 1 ) $ 36

Other comprehensive income before reclassifications 9 35 — 44

Amounts reclassified from accumulated other comprehensive income 12 — — 12

Total other comprehensive income , net of tax 21 35 — 56

Balances as of December 31, 2022 $ 94 $ ( 1 ) $ ( 1 ) $ 92

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Accrued Other Liabilities

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Accrued taxes 195 183

Accrued marketing 159 16

Disputed claims liability 50 51

Operating lease liability 50 49

Disputed claims liability 26 50

Accrued marketing 20 159

Exit cost accrual 13 12

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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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Exit costs are related to the unbundling of electric service provided by NV Energy which we assumed from the Merger.

The Company has operating and finance leases for various real estate and equipment.

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We do not include costs associated with our non-lease components in our lease costs disclosed in the table below.

During the years ended December 31, 2021 and December 31, 2020, we obtained $ 13 million and $ 38 million, respectively, of right-of-use (“ROU”) assets in exchange for new lease liabilities.

During the years ended December 31, 2022 and 2021, we obtained $ 43 million and $ 13 million, respectively, of right-of-use (“ROU”) assets in exchange for new lease liabilities.

During the year ended December 31, 2022, we disposed of $ 12 million of ROU assets and lease liabilities.

Leases recorded on the balance sheet consist of the following:

(In millions) Classification on the Balance Sheet December 31, 2021 December 31, 2020

(In millions) Classification on the Balance Sheet 2022 2021

Operating lease ROU assets (a)

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(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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Lease Terms and Discount Rate December 31,

12 unchanged sentences

Operating cash flows for operating leases $ 110 $ 96 49

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Maturities of Lease Liabilities

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As of December 31, 2022, our finance leases had remaining lease terms of up to approximately 36 years, some of which include options to extend the lease terms in one month increments.

Our finance lease ROU assets and liabilities were $ 40 million and $ 43 million as of December 31, 2021, respectively, and $ 64 million for both finance lease ROU assets and liabilities as of December 31, 2020.

Our finance lease ROU assets and liabilities were $ 73 million and $ 78 million as of December 31, 2022, respectively, and $ 40 million and $ 43 million as of December 31, 2021, respectively.

Financing Obligations

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(i) for a portfolio of properties located throughout the United States (the “Regional Lease”), (ii) for Caesars Palace Las Vegas and Harrah’s Las Vegas (the “Las Vegas Lease”), and (iii) for Harrah’s Joliet Hotel & Casino (the “Joliet Lease”), (collectively, “VICI Leases”).

The lease agreements, inclusive of all amendments, include (i) a 15-year initial term with four five-year renewal options, (ii) annual fixed rent payments of $ 1.1 billion, subject to annual escalation provisions based on the Consumer Price Index (“CPI”) and a 2 % floor commencing in lease year two of the initial term and (iii) a variable element based on net revenues of the underlying leased properties, commencing in lease year eight of the initial term.

The lease agreements, inclusive of all amendments, include (i) a 15-year initial term with four five-year renewal options, (ii) annual fixed rent payments of $ 1.1 billion, subject to annual escalation provisions based on the Consumer Price Index (“CPI”) and a 2 % floor which commenced in lease year two of the initial terms and (iii) a variable element based on net revenues of the underlying leased properties, commencing in lease year eight of the initial term.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Regional Lease includes a put-call option whereby the Company may require VICI to purchase and lease back (as lessor) or whereby VICI may require the Company to sell to VICI and lease back (as lessee) the real estate components of the gaming and racetrack facilities of Harrah’s Hoosier Park Racing & Casino and Indiana Grand (“Centaur properties”).

1 unchanged sentence

Upon either party exercising their option, the Centaur properties would be sold at a price in accordance with the agreement and leased back to CEI in accordance to the pre-existing terms of the Regional Lease.

The sale of Caesars Southern Indiana to EBCI for $ 250 million was finalized on September 3, 2021 and as a result of the sale, Caesars’ annual payments to VICI Properties under the Regional Lease decreased by $ 33 million and variable rent under the lease shall exclude net revenue attributable to Caesars Southern Indiana.

The Golf Course Use Agreement between the Company and VICI, encompassing four golf courses in three states, has a 35-year term (inclusive of all renewal periods), whereby the Company agrees to pay (i) an annual membership fee of $ 11 million, subject to annual escalation provisions based on the CPI and a 2 % floor (ii) annual use fees of $ 3 million, including escalation provisions based on the CPI and a 2 % floor commencing on the second lease year through and including the final lease year and (iii) certain per-round fees, as set forth in the agreement.

2 unchanged sentences

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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CEI leases certain real property assets from GLPI under the Master Lease (as amended, the “GLPI Master Lease”).

The GLPI Master Lease, encompassing a portfolio of properties within the United States, 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, inclusive of all amendments, provides for (i) an initial term of 20 years (through September 2038), with four five-year renewals at the Company’s option, (ii) annual land and building base rent of $ 24 million and $ 63 million, (iii) escalating provisions of building base rent equal to 101.25 % of the rent for the preceding year for lease years five and six , 101.75 % for lease years seven and eight and 102 % for each lease year thereafter and (iv) relief from the operating, capital expenditure and financial covenants in the event of involuntary closures.

The GLPI Master Lease, encompassing a portfolio of properties within the United States, provides for the lease of land, buildings, structures and other improvements on the land, easements and similar appurtenances to the land and improvements relating to the operation of the leased properties.

The GLPI Master Lease, inclusive of all amendments, provides for (i) an initial term of 20 years (through September 2038), with four five-year renewals at the Company’s option, (ii) annual land and building base rent of $ 24 million and $ 63 million, respectively, (iii) escalating provisions of building base rent equal to 101.25 % of the rent for the preceding year for lease years five and six , 101.75 % for lease years seven and eight and 102 % for each lease year thereafter and (iv) relief from the operating, capital expenditure and financial covenants in the event of involuntary closures.

The GLPI Master Lease does not provide the Company with an option to purchase the leased property or the ability to terminate its obligations under the GLPI Master Lease prior to its expiration without GLPI’s consent.

The Lumière Lease was entered into by the Company and GLPI, whereby the Company sold the real estate underlying Lumière to GLPI and leased back the property under a long-term financing obligation.

The Lumière Lease was entered into by the Company and GLPI, whereby the Company sold the real estate underlying Horseshoe St.

Louis, formerly known as Lumière, to GLPI and leased back the property under a long-term financing obligation.

The Lumière Lease, inclusive of all amendments, provides for (i) an initial term commencing on September 29, 2020 and ending on October 31, 2033, (ii) four five-year renewal options, (iii) annual rent payments of $ 23 million, (iv) escalation provisions commencing in lease year two equal to 101.25 % of the rent for the preceding year for lease years two through five , 101.75 % for lease years six and seven and 102 % for each lease year thereafter, (v) maintaining a minimum of 1.20 :1 adjusted revenue to rent ratio and (vi) certain relief under the financial covenant in the event of involuntary closures.

12 unchanged sentences

Financing obligation $ 1,245 $ 11,294

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Cash payments made relating to our long-term financing obligations during the years ended December 31, 2022, 2021 and 2020 were as follows:

6 unchanged sentences

____________________

(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.

(a) For the initial periods of the VICI and GLPI 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

7 unchanged sentences

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 years ended December 31, 2021 and 2020, we recognized $ 1.6 billion and $ 450 million, respectively, in lease revenue related to lodging arrangements, which is included in Hotel revenues in the Statements of Operations.

During the years ended December 31, 2022, 2021 and 2020, we recognized $ 2.0 billion, $ 1.6 billion and $ 450 million, respectively, in lease revenue related to lodging arrangements, which is included in Hotel revenues in the Statements of Operations.

Convention arrangements are considered short-term and generally consist of lease and nonlease components.

1 unchanged sentence

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 years ended December 31, 2021 and 2020, we recognized $ 7 million and $ 3 million, respectively, in lease revenue related to conventions.

Revenue from conventions is included in Other revenue in the Statement of Operations, and during the years ended December 31, 2022, 2021 and 2020, we recognized $ 34 million, $ 7 million and $ 3 million, respectively, in lease revenue related to conventions.

Real Estate Operating Leases

4 unchanged sentences

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 years ended December 31, 2021 and 2020, we recognized $ 149 million and $ 41 million, respectively, of real estate lease revenue, which is included in Other revenue in the Statement of Operations.

Real estate lease revenue includes $ 45 million and $ 13 million, respectively, of variable rental income for the years ended December 31, 2021 and 2020.

During the years ended December 31, 2022, 2021 and 2020, we recognized $ 168 million, $ 149 million and $ 41 million, respectively, of real estate lease revenue, which is included in Other revenue in the Statement of Operations.

Real estate lease revenue includes $ 64 million, $ 45 million and $ 13 million, respectively, of variable rental income for the years ended December 31, 2022, 2021 and 2020.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Maturities of Lease Receivables

1 unchanged sentence

Thereafter 703

Total $ 1,012

Litigation, Commitments and Contingencies

4 unchanged sentences

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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

COVID-19 Insurance Claims

1 unchanged sentence

The Company purchased broad property insurance coverage to protect against “all risk of physical loss or damage” and resulting business interruption, unless specifically excluded by policies.

The Company submitted claims for losses incurred as a result of the COVID-19 public health emergency which are expected to exceed $ 2 billion.

The Company submitted claims for losses incurred as a result of the COVID-19 public health emergency which exceed $ 2 billion.

The insurance carriers under the Company’s insurance policies have asserted that the policies do not cover losses incurred by the Company as a result of the COVID-19 public health emergency and have refused to make payments under the applicable policies.

7 unchanged sentences

Additionally, the Company, New Orleans Building Corporation and the City entered into a Second Amended and Restated Lease Agreement.

Based on these amendments related to Harrah’s New Orleans, the Company is required to make certain payments and to make a capital investment of $ 325 million on or around Harrah’s New Orleans by July 15, 2024.

In connection with the capital investment in Harrah’s New Orleans, construction has begun and we are in the process of rebranding the property as Caesars New Orleans which we expect to be complete in 2024.

Based on these amendments related to Harrah’s New Orleans, the Company is required to make a capital investment of $ 325 million on or around Harrah’s New Orleans by July 15, 2024.

The capital investment will include a renovation and full interior and exterior redesign, updated casino floor, new culinary experiences and a new 340 room hotel tower as part of the project to rebrand the property to Caesars New Orleans.

As of December 31, 2022, total capital expenditures on the project have been $ 112 million.

Atlantic City

1 unchanged sentence

This amount is currently included in restricted cash in Other assets, net.

As of December 31, 2021, our restricted cash balance in the escrow account was $ 297 million for future capital expenditures in New Jersey.

As of December 31, 2022 and 2021, our restricted cash balance in the escrow account was $ 118 million and $ 297 million, respectively, for future capital expenditures in New Jersey.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Sports Sponsorship/Partnership Obligations

1 unchanged sentence

Additionally, a selection of such partnerships provide Caesars with exclusivity to access the aforementioned rights within the casino and/or sports betting category.

In connection with the launch of the Caesars Sportsbook app, we entered into a significant marketing campaign with distinguished actors, athletes and other media personalities.

As of December 31, 2021, obligations related to these agreements were $ 997 million, which include obligations assumed in the William Hill Acquisition, with contracts extending through 2040.

In connection with the launch of the Caesars Sportsbook app, we entered into a significant marketing campaign with distinguished actors, former athletes and other media personalities.

As of December 31, 2022 and 2021 , obligations related to these agreements were $ 898 million and $ 997 million, respectively, which include obligations assumed in the William Hill Acquisition, with contracts extending through 2040.

These obligations include 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.

4 unchanged sentences

Our total estimated self-insurance liability was $ 203 million and $ 221 million as of December 31, 2022 and 2021, respectively, which is included in Accrued other liabilities on our Balance Sheets.

The assumptions, including those related to the COVID-19 public health emergency, 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.

Contingent Liabilities

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.

Contingencies

Weather Disruption - Lake Charles

On August 27, 2020 , Hurricane Laura made landfall on Lake Charles as a Category 4 storm severely damaging the Isle of Capri Casino Lake Charles (“Lake Charles”).

During the year ended December 31, 2021 , t he Company received insurance proceeds of $ 44 million related to damaged fixed assets and remediation costs.

The Company also recorded a gain of $ 21 million as

During the year ended December 31, 2022, the Company reached a final settlement agreement with the insurance carriers for a total amount of $ 128 million, before our insurance deductible of $ 25 million.

The Company has received a total of $ 103 million related to damaged fixed assets, remediation costs and business interruption.

The Company recorded gains of $ 38 million and $ 21 million during the years ended December 31, 2022 and 2021 , respectively, which are included in Transaction and other costs, net in our Statements of Operations, as proceeds received for the cost to replace damaged property were in excess of respective carrying value of the assets.

The construction of our new land-based casino, Horseshoe Lake Charles, was completed and reopened in December 2022.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

proceeds received for the cost to replace damaged property were in excess of the respective carrying value of the assets.

The property will remain closed u ntil the second half of 2022 w hen construction of a new land-based casino is expected to be complete.

Long-Term Debt

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Baltimore Revolving Credit Facility 2023 variable $ — $ — $ —

CRC Revolving Credit Facility 2022 variable — — —

Baltimore Term Loan 2024 variable 267 262 275

CRC Term Loan 2024 variable 4,512 4,190 4,133

CRC Term Loan (a)

2024 variable 3,415 3,243 4,190

CRC Incremental Term Loan (a)

2025 variable 1,004 972 1,705

CEI Revolving Credit Facility 2028 variable — — —

CRC Incremental Term Loan 2025 variable 1,778 1,705 1,707

CEI Term Loan A 2028 variable 750 747 —

CRC Senior Secured Notes 2025 5.75 % 989 979 985

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Unsecured Debt

5 % Convertible Notes

CEI Senior Notes due 2027

2027 8.125 % 1,611 1,589 1,673

CRC Notes 2025 5.25 % — — 1,499

CEI Senior Notes 2027 8.125 % 1,700 1,673 1,768

Senior Notes 2029 4.625 % 1,200 1,183 —

CEI Senior Notes due 2029

2029 4.625 % 1,200 1,186 1,183

Special Improvement District Bonds 2037 4.30 % 47 47 49

5 unchanged sentences

Long-term debt $ 12,977 $ 12,659 $ 13,722

Unamortized premiums, discounts and deferred finance charges $ 531 $ 883

Unamortized discounts and deferred finance charges $ 318 $ 531

Fair value $ 12,675

____________________

(a) Refer to “Subsequent Amendment to the CEI Credit Agreement and issuance of New Senior Secured Notes” for a discussion of the repayment of these term loans.

Annual Estimated Debt Service Requirements

Years Ended December 31,

(In millions) 2022 2023 2024 2025 2026 Thereafter Total

(In millions) 2023 2024 (a)

2026 2027 Thereafter (a)

Annual maturities of long-term debt $ 108 $ 3,690 $ 5,797 $ 40 $ 1,651 $ 1,799 $ 13,085

Estimated interest payments 920 830 560 220 220 120 2,870

Total debt service obligation (a)

Total debt service obligation (b)

$ 1,028 $ 4,520 $ 6,357 $ 260 $ 1,871 $ 1,919 $ 15,955

____________________

(a) Debt principal payments are estimated amounts based on contractual maturity and repayment dates.

Interest payments are estimated based on the forward-looking LIBOR curve, where applicable, and include the estimated impact of the four interest rate swap agreements related to our CRC Credit Facility (see Note 8).

(a) Maturities of $ 3.4 billion in 2024 and $ 1.0 billion in 2025 were repaid with the net proceeds of the $ 2.5 billion CEI Term Loan B and the $ 2.0 billion CEI Senior Secured Notes, due 2030.

See “Subsequent Amendment to the CEI Credit Agreement and issuance of New Senior Secured Notes” below.

(b) Debt principal payments are estimated amounts based on contractual maturity and scheduled repayment dates.

Interest payments are estimated based on the forward-looking LIBOR and SOFR curve, where applicable.

Actual payments may differ from these estimates.

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The amount and timing of any repurchase will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.

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.

Unamortized discounts are written off and included in our gain or loss calculations to the extent we extinguish debt prior to the original maturity or payment dates.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Net amortization of the debt issuance costs and the discount and/or premium associated with the Company’s indebtedness totaled $ 139 million, $ 177 million and $ 80 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense.

The fair value of debt has been calculated primarily based on the borrowing rates available as of December 31, 2022 and based on market quotes of our publicly traded debt.

2 unchanged sentences

Baltimore Term Loan and Baltimore Revolving Credit Facility

As a result of our increased ownership interest in Horseshoe Baltimore, we began to consolidate the aggregate principal amount of Horseshoe Baltimore’s senior secured term loan facility (the “Baltimore Term Loan”) and amount outstanding, if any, under Horseshoe Baltimore’s senior secured revolving credit facility (the “Baltimore Revolving Credit Facility”).

The Baltimore Term Loan matures in 2024 and is subject to a variable rate of interest calculated as LIBOR plus 4.00 %.

The Baltimore Revolving Credit Facility has borrowing capacity of up to $ 10 million available and matures in 2022, subject to a variable rate of interest calculated as LIBOR plus 6.00 %.

As a result of the increased ownership interest in Horseshoe Baltimore, the Company began to consolidate the aggregate principal amount of Horseshoe Baltimore’s senior secured term loan facility (the “Baltimore Term Loan”) and amount outstanding, if any, under Horseshoe Baltimore’s senior secured revolving credit facility (the “Baltimore Revolving Credit Facility”).

The Baltimore Term Loan matures in July 2024 and is subject to a variable rate of interest calculated as LIBOR plus 4.00 %.

The Baltimore Revolving Credit Facility has borrowing capacity of up to $ 10 million, subject to a variable rate of interest calculated as Term SOFR plus 4.00 % subject to one 0.25 % step-down based on senior secured leverage ratio, the ratio of first lien senior secured net debt to adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).

On June 24, 2022, the Company entered into an amendment related to the Baltimore Revolving Credit Facility to extend the maturity date to July 7, 2023.

As of December 31, 2022, there was $ 10 million of available borrowing capacity under the Baltimore Revolving Credit Facility.

On November 14, 2022, the Company made partial prepayment of $ 10 million of the outstanding principal balance of the Baltimore Term Loan.

CRC Term Loans and CRC Revolving Credit Facility

CRC is party to a 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”).

The CRC Term Loan matures in December 2024 and the CRC Incremental Term Loan matures in July 2025.

The CRC Revolving Credit Facility matures in December 2022 and includes a $ 400 million letter of credit sub-facility.

The CRC Term Loan and the CRC Incremental Term Loan require 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.

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.

On September 21, 2021, CRC entered into a second amendment related to the CRC Incremental Term Loan to reduce the interest rate margins to 3.50 % per annum in the case of any LIBOR loan or 2.50 % per annum in the case of any base rate loan.

The CRC Term Loan and the CRC Incremental Term Loan are LIBOR based loans as of December 31, 2021.

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.

The Company had $ 956 million of available borrowing capacity, after consideration of $ 69 million in outstanding letters of credit under the CRC Revolving Credit Facility as of December 31, 2021.

The CRC Term Loan, the CRC Incremental Term Loan and the CRC Revolving Credit Facility were subject to the terms described below prior to termination or repayment.

The CRC Revolving Credit Facility was terminated in October 2022 and on February 6, 2023, the Company repaid the CRC Term Loan and the CRC Incremental Term Loan with proceeds from a new CEI Term Loan B and new CEI Senior Secured Notes, due 2030.

See “Subsequent Amendment to the CEI Credit Agreement and issuance of New Senior Secured Notes” below.

CRC was party to a credit agreement, dated as of December 22, 2017 (as amended, the “CRC Credit Agreement”), which provided for a $ 1.0 billion five-year revolving credit facility (the “CRC Revolving Credit Facility”), an initial $ 4.7 billion seven-year senior secured term loan (the “CRC Term Loan”), and an incremental $ 1.8 billion five-year senior secured term loan that was incurred in connection with the Merger (the “CRC Incremental Term Loan”).

The CRC Term Loan had a maturity date in December 2024 and the CRC Incremental Term Loan had a maturity date in July 2025.

The CRC Term Loan and the CRC Incremental Term Loan required scheduled quarterly principal payments in amounts equal to 0.25 % of the original aggregate principal amount, with the balances due at maturity.

The CRC Credit Agreement also included customary voluntary and mandatory prepayment provisions, subject to certain exceptions.

The CRC Revolving Credit Facility contained a maturity date in December 2022 and included a $ 400 million letter of credit sub-facility.

Borrowings under the CRC Credit Agreement were subject to 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 and (b) with respect to the CRC Incremental Term Loan, 3.50 % per annum in the case of any LIBOR loan or 2.50 % in the case of any base rate loan.

The CRC Term Loan and the CRC Incremental Term Loan were LIBOR based loans as of December 31, 2022.

During the year ended December 31, 2022, the Company utilized and fully repaid borrowings on the CRC Revolving Credit Facility, prior to its termination.

Additionally, the Company made several partial prepayments of outstanding principal of the CRC Term Loan utilizing operating cash flows totaling $ 300 million, excluding the prepayments resulting from the proceeds of the CEI Term Loan A described below, and recognized a related $ 16 million loss on the early extinguishment of debt during the year ended December 31, 2022.

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”).

On November 10, 2021, the Company amended the CEI Revolving Credit Facility to establish reserves in the total amount of $ 190 million which are available only for permitted use.

The CEI Revolving Credit Facility matures in July 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 the 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.

As of December 31, 2021, the Company had $ 924 million of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $ 23 million in outstanding letters of credit, $ 48 million committed for regulatory purposes and the reserves described above.

Following the closing of the sale of William Hill International, the Company utilized the proceeds from the sale, as well as cash on hand to make partial prepayments totaling $ 755 million of the outstanding principal of the CRC Incremental Term Loan and recognized a $ 27 million loss on the early extinguishment of debt during the year ended December 31, 2022.

On October 5, 2022, in connection with the Third Amendment (as defined below) to the CEI Credit Agreement, the Company utilized the entire proceeds of a new $ 750 million CEI Term Loan A (as defined below) to make a partial prepayment of the outstanding principal of the CRC Term Loan, as well as terminate the CRC Revolving Credit Facility.

As a result of the partial prepayment, the Company recognized a $ 41 million loss on the early extinguishment of debt.

CEI Term Loan A and CEI Revolving Credit Facility

CEI is party to a credit agreement, dated as of July 20, 2020, 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 (the “CEI Credit Agreement”), which provided 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 contained reserves of $ 190 million which are available only for certain permitted uses.

On May 23, 2022, the Company obtained approval for a reduction of $ 150 million in required reserves.

Prior to further amendment, described below, the CEI Revolving Credit Facility was scheduled to mature in July 2025 and included a letter of credit sub-facility of $ 250 million.

Prior to the Third Amendment (as defined below) of the CEI Credit Agreement on October 5, 2022, the interest rate per annum applicable under the CEI Revolving Credit Facility, at the Company’s option was 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 rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States and (iii) the one-month adjusted LIBOR rate plus 1.00 %, in each case plus an applicable margin.

Such applicable margin was 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 net total leverage ratio.

Additionally, prior to the Third Amendment (as defined below) of the CEI Credit Agreement, the Company was required to pay a commitment fee in respect of any unused commitments under the CEI Revolving Credit Facility in the amount of 0.50 % per annum, subject to a step-down to 0.375 % per annum based upon the Company’s net total leverage ratio.

The Company was 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 % per annum of the daily stated amount of such letter of credit.

On October 5, 2022, Caesars entered into a third amendment to the CEI Credit Agreement (the “Third Amendment”) pursuant to which the Company (a) incurred a senior secured term loan in an aggregate principal amount of $ 750 million (the “CEI Term Loan A”) as a new term loan under the credit agreement, (b) amended and extended the CEI Revolving Credit Facility under the CEI Credit Agreement (the CEI Revolving Credit Facility, as so amended, the “Amended CEI Revolving Credit Facility” and, together with the CEI Term Loan A, the “Senior Credit Facilities”), (c) increased the aggregate principal amount of the CEI Revolving Credit Facility to $ 2.25 billion, and (d) made certain other amendments to the CEI Credit Agreement.

Both the Amended CEI Revolving Credit Facility and the new CEI Term Loan A mature on January 31, 2028, subject to a springing maturity in the event certain other long-term debt of Caesars is not extended or repaid.

The Amended CEI Revolving Credit Facility includes a letter of credit sub-facility of $ 388 million.

The CEI Term Loan A requires scheduled quarterly payments in amounts equal to 1.25 % of the original aggregate principal amount of the CEI Term Loan A, with the balance payable at maturity.

The Company may make voluntary prepayments of the CEI Term Loan A at any time prior to maturity at par.

Borrowings under the Senior Credit Facilities bear interest at a rate equal to, at the Company’s option, either (a) a forward-looking term rate based on the secured overnight financing rate (“SOFR”) for the applicable interest period plus an adjustment of 0.10 % per annum (“Adjusted Term SOFR”), subject to a floor of 0 % or (b) a base rate (the “Base Rate”) determined by reference to the highest of (i) the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States, (ii) the federal funds rate plus 0.50 % per annum and (iii) the one-month Adjusted Term SOFR plus 1.00 % per annum, in each case, plus an applicable margin.

Such applicable margin is 2.25 % per annum in the case of any Adjusted Term SOFR loan and 1.25 % per annum in the case of any Base Rate loan, subject to three 0.25 % step-downs based on the Company’s net total leverage ratio.

In addition, on a quarterly basis, the Company is required to pay each lender under the Amended CEI Revolving Credit Facility a commitment fee in respect of any unused commitments under the Amended CEI Revolving Credit Facility in the amount of 0.35 % per annum of the principal amount of the unused commitments of such lender, subject to three 0.05 % step-downs based on the Company’s net total leverage ratio.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of December 31, 2022, the Company had $ 2.1 billion of available borrowing capacity under the Amended CEI Revolving Credit Facility, after consideration of $ 82 million in outstanding letters of credit, $ 48 million committed for regulatory purposes and the reserves described above.

Subsequent Amendment to the CEI Credit Agreement and issuance of New Senior Secured Notes

On February 6, 2023, the Company issued $ 2.0 billion in aggregate principal amount of 7.00 % senior secured notes (the “CEI Senior Secured Notes due 2030”) pursuant to an indenture by and among the Company, the subsidiary guarantors party thereto from time to time, U.S.

Bank Trust Company, National Association, as trustee, and U.S.

Bank National Association, as collateral agent.

The CEI Senior Secured Notes due 2030 rank equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors.

The CEI Senior Secured Notes due 2030 will mature in February 2030, with interest paid semi-annually on February 15 and August 15 of each year, commencing August 15, 2023.

Additionally, on February 6, 2023, Caesars entered into an Incremental Assumption Agreement No.

2 pursuant to which the Company incurred a new senior secured term loan facility in an aggregate principal amount of $ 2.5 billion (the “CEI Term Loan B”) as a new term loan under the CEI Credit Agreement.

The CEI Term Loan B requires scheduled quarterly amortization payments in amounts equal to 0.25 % of the original aggregate principal amount of the CEI Term Loan B, with the balance payable at maturity.

Borrowings under the CEI Term Loan B bear interest at a rate equal to, at the Company’s option, either (a) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period plus an adjustment of 0.10 % per annum (“Adjusted Term SOFR”), subject to a floor of 0.50 % or (b) a base rate (the “Base Rate”) determined by reference to the highest of (i) the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States, (ii) the federal funds rate plus 0.50 % per annum and (iii) the one-month Adjusted Term SOFR plus 1.00 % per annum, in each case, plus an applicable margin.

Such applicable margin is 3.25 % per annum in the case of any Adjusted Term SOFR loan and 2.25 % per annum in the case of any Base Rate loan, subject to one 0.25 % step-down based on the Company’s net total leverage ratio.

The CEI Term Loan B was issued at a price of 99.0 % of the principal amount and will mature in February 2030.

The net proceeds from the issuance of the CEI Senior Secured Notes due 2030 and the net proceeds from the CEI Term Loan B, were used to repay the outstanding principal balance, including accrued and unpaid interest, of both the CRC Term Loan and the CRC Incremental Term Loan.

The remaining net proceeds were to be used to pay related fees, or for general corporate use.

Upon the termination of the CRC Term Loan and the CRC Incremental Term Loan, the Company recorded a loss on extinguishment of debt of approximately $ 200 million.

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.

On July 6, 2020, Colt Merger Sub, Inc.

(the “Escrow Issuer”) issued $ 1.0 billion in aggregate principal amount of 5.75 % Senior Secured 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 indenture governing such notes.

The CRC Senior Secured Notes rank equally with all existing and future first priority lien obligations of CRC, CRC Finco, Inc.

and the subsidiary guarantors.

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.

During the year ended December 31, 2022, the Company purchased a total of $ 11 million in principal amount of the CRC Senior Secured Notes.

CEI Senior Secured Notes due 2025

3 unchanged sentences

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 rank equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors.

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.

1 unchanged sentence

On September 18, 2020, the Company entered into a loan agreement with VICI to borrow a 5-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.

Beginning October 1, 2021, the Mortgage Loan is subject to an interest rate of 7.854 % for the next twelve months.

5 % Convertible Notes

On October 6, 2017, Former Caesars issued $ 1.1 billion aggregate principal amount of 5 % Convertible Notes maturing in 2024.

The 5 % Convertible Notes were convertible into approximately 0.014 shares of the Company’s Common Stock (“Company Common Stock”) and approximately $ 1.17 of cash per $ 1.00 principal amount of the 5 % Convertible Notes.

During the year ended December 31, 2021, the Company converted the remaining outstanding aggregate principal amount of the 5 % Convertible Notes, which resulted in cash payments of $ 367 million, net of approximately $ 12 million paid into our trust accounts and the issuance of approximately 5 million shares of Company Common Stock.

The fair value of the shares

The Mortgage Loan bears interest at a rate of, initially, 7.7 % per annum, which escalates annually on the anniversary of the closing date to a maximum interest rate of 8.3 % per annum.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

contributed to, and held in, the trust was $ 14 million, which is included within Treasury stock.

The Company recognized a loss on the change in fair value of the derivative liability of $ 16 million recorded in Other income (loss) and a $ 23 million loss on extinguishment of debt, related to the unamortized discount, on the Statement of Operations.

On October 16, 2017, CRC issued $ 1.7 billion aggregate principal amount of 5.25 % senior notes due 2025 (the “CRC Notes”).

During the year ended December 31, 2021, the Company purchased or redeemed all $ 1.7 billion of the CRC Notes and recognized a $ 199 million loss on the early extinguishment of debt.

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.

In September 2021, the Company began to repurchase CEI Senior Notes on the open market and, as of December 31, 2021, a total of $ 100 million in principal amount of CEI Senior Notes was purchased and the Company recognized a $ 14 million loss on the early extinguishment of debt.

Senior Notes due 2029

On September 24, 2021, the Company issued $ 1.2 billion in aggregate principal amount of 4.625 % Senior Notes due 2029 (the “Senior Notes”) pursuant to an indenture dated as of September 24, 2021 between the Company and U.S.

The Company assumed the rights and obligations under the CEI Senior Notes due 2027 and the indenture governing such notes on July 20, 2020.

The CEI Senior Notes due 2027 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors.

The CEI Senior Notes due 2027 will mature on July 1, 2027 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year.

During the year ended December 31, 2022, the Company purchased a total of $ 89 million in principal amount of the CEI Senior Notes due 2027.

CEI Senior Notes due 2029

On September 24, 2021, the Company issued $ 1.2 billion in aggregate principal amount of 4.625 % Senior Notes due 2029 (the “CEI Senior Notes due 2029”) pursuant to an indenture dated as of September 24, 2021 between the Company and U.S.

Bank National Association, as Trustee.

The Senior Notes will mature on October 15, 2029 with interest payable on April 15 and October 15 of each year, commencing April 15, 2022.

Proceeds from the issuance of the Senior Notes, as well as cash on hand, was used to repay the CRC Notes, as described above.

Net amortization of the debt issuance costs and the discount and/or premium associated with the Company’s indebtedness totaled $ 177 million, $ 80 million and $ 8 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense.

The CEI Senior Notes due 2029 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors.

The CEI Senior Notes due 2029 will mature on October 15, 2029 with interest payable on April 15 and October 15 of each year, which began on April 15, 2022.

Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities in 2022

(In millions) Proceeds Repayments Debt issuance and extinguishment costs

Senior Notes $ 1,200 $ — $ 17

CRC Notes — 1,700 24

CEI Senior Notes — 100 13

(In millions) Proceeds Repayments (a)

CRC Revolving Credit Facility $ 750 $ 750

CEI Term Loan A 750 —

CEI Senior Notes due 2027 — 89

CRC Term Loan — 1,097

CRC Incremental Term Loan — 773

CRC Senior Secured Notes — 11

Baltimore Term Loan — 16

1 unchanged sentence

Total $ 1,500 $ 2,738

____________________

(a) Includes contractually scheduled repayments as well as voluntary accelerated repayments.

Debt Covenant Compliance

The CRC Credit Agreement, the CEI Revolving Credit Facility, the Baltimore Term Loan and the indentures governing the CEI Senior Secured Notes, the CEI Senior Notes, the CRC Senior Secured Notes, and the Senior Notes contain covenants which are standard and customary for these types of agreements.

The CRC Credit Agreement, the Senior Credit Facilities, the Baltimore Term Loan, the Baltimore Revolving Credit Facility and the indentures governing the CEI Senior Secured Notes, the CEI Senior Notes due 2027, the CEI Senior Notes due 2029, and the CRC Senior Secured 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 CRC Revolving Credit Facility and the 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.

The Baltimore Revolving Credit Facility includes a senior secured leverage ratio financial covenant of 5.0 :1.

Following the Third Amendment, the Amended CEI Revolving Credit Facility and the CEI Term Loan A include a maximum net total leverage ratio financial covenant of 7.25 :1 until December 31, 2024 and 6.50 :1 from and after December 31, 2024.

In addition, the Amended CEI Revolving Credit Facility and the CEI Term Loan A include a minimum fixed charge coverage ratio financial covenant of 1.75 :1 until December 31, 2024 and 2.00 :1 from and after December 31, 2024.

From and after the repayment of the CEI Term Loan A, the financial covenants applicable to the Amended CEI Revolving Credit Facility will be tested solely to the extent that certain testing conditions are satisfied.

The Baltimore Revolving Credit Facility includes a net senior secured leverage ratio financial covenant of 5.0 :1.

Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding under the relevant debt document.

As of December 31, 2022, the Company was in compliance with all of the applicable financial covenants described above.

The Senior Credit Facilities, the CEI Senior Secured Notes and the CEI Senior Secured Notes are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of the Company (subject to certain exceptions including CRC and its subsidiaries) and are secured by substantially all of the existing and future property and assets of the Company and its subsidiary guarantors (subject to certain exceptions).

The CEI Senior Notes due 2027 and the CEI Senior Notes due 2029 are guaranteed on a senior unsecured basis by such subsidiaries.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 and the 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 CRC and its subsidiary guarantors (subject to certain exceptions).

The CRC Credit Agreement and the CRC Senior Secured Notes are also guaranteed on a senior unsecured basis by CEI.

The CRC Credit Agreement and the CRC Senior Secured Notes are also guaranteed on a senior unsecured basis by the Company.

Revenue Recognition

2 unchanged sentences

Our casino revenues consists of gaming wagers, pari-mutuel commissions, sports betting and iGaming wagers.

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.

The Company recognizes as casino revenue the net win from these 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 free bets, free play, matched deposits, and other similar incentives to its customers.

During significant promotional periods, such as entering new jurisdictions with our Caesars Sportsbook app, such activity could result in negative net gaming revenue.

Such periods are not expected to be long in duration.

During significant promotional periods, such as entering new jurisdictions with our Caesars Sportsbook or Caesars Racebook apps, such activity could result in negative net gaming revenue.

Such periods are not expected to be long in duration as our level of investment during these promotional periods is within our discretion.

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.

10 unchanged sentences

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.

1 unchanged sentence

(In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total

Casino and pari-mutuel commissions $ 1,226 $ 4,305 $ 296 $ — $ — $ 5,827

Casino $ 1,247 $ 4,291 $ 462 $ — $ ( 3 ) $ 5,997

Food and beverage 1,063 533 — — — 1,596

2 unchanged sentences

Net revenues $ 4,287 $ 5,704 $ 548 $ 282 $ — $ 10,821

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended December 31, 2021

(In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total

Casino and pari-mutuel commissions $ 319 $ 2,079 $ 84 $ — $ — $ 2,482

Casino $ 1,226 $ 4,305 $ 296 $ — $ — $ 5,827

Food and beverage 702 438 — — — 1,140

2 unchanged sentences

Net revenues $ 3,409 $ 5,537 $ 337 $ 278 $ 9 $ 9,570

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended December 31, 2020

(In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total

Casino and pari-mutuel commissions $ — $ 1,782 $ 26 $ — $ — $ 1,808

Casino $ 319 $ 2,079 $ 84 $ — $ — $ 2,482

Food and beverage 130 211 — 1 — 342

15 unchanged sentences

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, 2022 and 2021, 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.

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.

As with many estimates, management must make judgments about potential actions by third parties in establishing and evaluating our reserves for bad debts.

1 unchanged sentence

(In millions) 2022 2021

Casino and pari-mutuel commissions $ 168 $ 137

Casino $ 259 $ 168

Food and beverage and hotel 144 100

6 unchanged sentences

Balance as of January 1, 2020

Former Caesars consolidation 95 35 130

Provision for doubtful accounts 18 11 29

1 unchanged sentence

Balance as of December 31, 2020

Former Caesars consolidation 95 35 130

Provision for doubtful accounts 16 10 26

11 unchanged sentences

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, unpaid wagers, iGaming deposits, or future sports bets), 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 Balance Sheets.

(1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer,(2) Caesars Rewards player loyalty program obligations, which represent the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on certain types of customer spend, including online and retail gaming, hotel, dining, retail shopping, and player loyalty program incentives earned, and (3) customer deposits and other deferred revenue, which primarily represents 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, unpaid wagers, iGaming deposits, or future sports bets).

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 Balance Sheets.

Liabilities expected to be recognized as revenue beyond one year of being purchased, earned, or deposited are recorded within other long-term liabilities on the Company’s Balance Sheets.

Outstanding Chip Liability

5 unchanged sentences

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.

Caesars Rewards grants Reward Credits to Caesars Rewards Members based on various types of consumer spend, including online and retail gaming, hotel, dining, and retail shopping at 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.

21 unchanged sentences

Increase (decrease) $ ( 3 ) $ 14 $ ( 4 ) $ ( 3 ) $ 133 $ 250

The December 31, 2021 balances exclude liabilities related to assets held for sale recorded in 2021 and 2020 (see Note 4).

The significant change in contract and contract-related liabilities during the year ended December 31, 2021 was primarily due to expansion in the Caesars Digital segment from the legalization of retail and online sports betting in new states.

The significant change in customer deposits and other deferred revenue during the year ended December 31, 2020 was primarily attributed to the liabilities assumed subsequent to the Merger.

The table above excludes liabilities related to assets held for sale as of December 31, 2021 (see Note 4).

Customer deposits and other deferred revenues have increased primarily due to our expansion in the Caesars Digital segment with the legalization of retail and online sports betting in new states.

Complimentaries

5 unchanged sentences

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 $ 1.0 billion, $ 406 million and $ 292 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The Company’s revenues included complimentaries and loyalty point redemptions totaling $ 1.2 billion, $ 1.0 billion and $ 406 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Earnings per Share

2 unchanged sentences

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.

For a period in which the Company generated a net loss from continuing operations, 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.

CAESARS ENTERTAINMENT, INC.

3 unchanged sentences

(In millions, except per share amounts) 2022 2021 2020

Net income (loss) from continuing operations attributable to Caesars, net of income taxes $ ( 989 ) $ ( 1,737 ) $ 81

Net loss from continuing operations attributable to Caesars, net of income taxes $ ( 513 ) $ ( 989 ) $ ( 1,737 )

Discontinued operations, net of income taxes ( 386 ) ( 30 ) ( 20 )

Net income (loss) attributable to Caesars $ ( 1,019 ) $ ( 1,757 ) $ 81

Net loss attributable to Caesars $ ( 899 ) $ ( 1,019 ) $ ( 1,757 )

Shares outstanding:

3 unchanged sentences

Weighted average shares outstanding – diluted 214 211 130

Basic income (loss) per share from continuing operations $ ( 4.69 ) $ ( 13.35 ) $ 1.04

Basic loss per share from continuing operations $ ( 2.39 ) $ ( 4.69 ) $ ( 13.35 )

Basic loss per share from discontinued operations ( 1.80 ) ( 0.14 ) ( 0.15 )

Net income (loss) per common share attributable to common stockholders – basic:

Net loss per common share attributable to common stockholders – basic:

$ ( 4.19 ) $ ( 4.83 ) $ ( 13.50 )

Diluted income (loss) per share from continuing operations $ ( 4.69 ) $ ( 13.35 ) $ 1.03

Diluted loss per share from continuing operations $ ( 2.39 ) $ ( 4.69 ) $ ( 13.35 )

Diluted loss per share from discontinued operations ( 1.80 ) ( 0.14 ) ( 0.15 )

Net income (loss) per common share attributable to common stockholders – diluted:

Net loss per common share attributable to common stockholders – diluted:

$ ( 4.19 ) $ ( 4.83 ) $ ( 13.50 )

7 unchanged sentences

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 (“PSUs”), market-based stock units (“MSUs”), stock appreciation rights, and other stock-based awards or dividend equivalents.

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 stock options, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), market-based performance 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

In 2015, the Board of Directors (“Board”) adopted, and the Company’s stockholders approved, ERI’s 2015 Equity Incentive Plan (“2015 Plan”).

In 2015, the Board of Directors (“Board”) adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan (“2015 Plan”).

In 2019, the Company’s Board approved, and the Company’s stockholders approved, the amended and restated 2015 Plan.

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As of December 31, 2022, the Company had 5 million shares available for grant under the 2015 Plan.

Equity awards granted to employees and executive officers generally vest within three to four years from the grant date either ratably on each anniversary, or entirely at the end of the service period.

Equity awards granted to employees and executive officers generally vest within one to three years from the grant date either ratably on each anniversary, or entirely at the end of the service period.

Awards may also contain performance conditions in addition to time based vesting conditions.

Performance awards relate to the achievement of defined levels of performance and will vest and become payable at the end of the vesting period.

Performance awards contain targeted performance levels, which may ultimately vest within a range of 0 % to 200 % of the target award, based on defined operating metrics or market performance as compared to a peer group.

Performance awards may contain targeted performance levels, which may ultimately vest within a range of 0 % to 200 % of the target award, based on defined operating metrics or market performance as compared to a peer group.

RSUs granted to non-employee directors generally vest immediately and are issued on the vesting date, or may be deferred.

Total stock-based compensation expense in the accompanying Statements of Operations was $ 82 million, $ 79 million and $ 20 million during the years ended December 31, 2021, 2020 and 2019, respectively.

These amounts are included in corporate

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

expenses and, in the case of certain property positions, general and administrative expenses in the Company’s Statements of Operations.

Total stock-based compensation expense in the accompanying Statements of Operations was $ 101 million, $ 82 million and $ 79 million during the years ended December 31, 2022, 2021 and 2020, respectively.

These amounts are included in corporate expenses and, in the case of certain property positions, general and administrative expenses in the Company’s Statements of Operations.

Restricted Stock Unit Activity

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Performance Stock Unit Activity

During the year ended December 31, 2021, the Company granted approximately 81 thousand PSUs that are scheduled to vest in three years from the grant date.

During the year ended December 31, 2022, the Company granted approximately 80 thousand PSUs that are scheduled to vest over a period of one to three years from the grant date.

On the vesting date, recipients will receive between 0 % and 200 % of the target number of PSUs granted, in the form of Company Common Stock, based on the achievement of specified performance conditions.

1 unchanged sentence

The awards are remeasured each period until such an understanding is reached.

The aggregate value of PSUs granted during the year ended December 31, 2021 was $ 9 million.

The aggregate value of PSUs granted during the year was $ 3 million as of December 31, 2022.

A summary of the PSUs activity for the year ended December 31, 2022 is presented in the following table:

Units Weighted Average Grant Date Fair Value (a)

Unvested outstanding as of December 31, 2020 (b)

Unvested outstanding as of December 31, 2021

417,069 $ 62.20

Granted 80,420 41.60

Performance Adjustment 80,030

Vested ( 191,279 ) 45.39

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____________________

(a) Grant date fair value, for which compensation expense of these unvested awards is measured, has not been achieved.

This represents the quoted market price of our common stock on the dated indicated.

(b) PSUs were presented with RSUs as of December 31, 2020 in the 2020 Annual Report.

(a) This represents the weighted-average grant date fair value for PSUs where the grant date has been achieved or the price of our common stock as of the balance sheet date for PSUs where a grant date has not been achieved.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Market-Based Stock Unit Activity

During the year ended December 31, 2021, the Company granted approximately 147 thousand MSUs that are scheduled to cliff vest in three years from the grant date.

During the year ended December 31, 2022, the Company granted approximately 428 thousand MSUs that are scheduled to cliff vest over a period of one to three years from the grant date.

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.

2 unchanged sentences

The effect of market conditions is considered in determining the grant date fair value, which is not subsequently revised based on actual performance.

Included in the MSUs granted during the period is an award for the Company’s CEO in the amount of 225,000 MSUs, with a grant date fair value of $ 16 million which is eligible to be earned based on the achievement of certain stock prices over a three-year period.

The stock-based compensation expense associated with this award was recognized over the derived service period ending December 31, 2022.

The aggregate value of MSUs granted during the year ended December 31, 2022 was $ 36 million.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A summary of the MSUs activity for the year ended December 31, 2022 is presented in the following table:

3 unchanged sentences

Granted 428,153 82.96

Performance Adjustment 56,591

Vested ( 117,149 ) 37.88

10 unchanged sentences

Exercised ( 43,384 ) 20.63

Forfeited ( 1,233 ) 26.65

Expired ( 433 ) 26.65

14 unchanged sentences

As of December 31, 2022, the Company had $ 92 million of unrecognized compensation expense, which is expected to be recognized over a weighted-average period of 1.2 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.

Changes to the Authorized Shares

On June 17, 2021, following receipt of required shareholder approvals, the Company amended its Certificate of Incorporation to increase the number of authorized shares of common stock from 300 million to 500 million, and authorize the issuance of up to 150 million shares of preferred stock.

As of December 31, 2021, no shares of preferred stock have been issued.

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

without a 10b5-1 plan) or through privately negotiated transactions.

Preferred Stock

On June 17, 2021, following receipt of required shareholder approvals, the Company amended its Certificate of Incorporation to authorize the issuance of up to 150 million shares of preferred stock.

Share Repurchase Program

The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice.

4 unchanged sentences

The Company offers several savings and retirement plans to substantially all employees who are not covered by collective bargaining agreements, who meet certain eligibility requirements, namely terms of service.

All existing savings and retirement plans transitioned into the Caesars Entertainment, Inc.

401(k) Plan with Prudential Retirement.

All existing savings and retirement plans merged into the Caesars Entertainment, Inc.

Under the 401(k) plan, the Company matches contributions equal to 50 % of the first 6 % as outlined per plan documents.

3 unchanged sentences

On May 31, 2001, the plan was amended to freeze eligibility, accrual of years of service and benefits.

As of December 31, 2021, the fair value of the plan assets was $ 1 million, and the fair value of the benefit obligations was $ 1 million.

As of December 31, 2022, the fair value of the plan assets and benefit obligation 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.

1 unchanged sentence

In addition, the Company also sponsors a defined-benefit plan for certain Tropicana Atlantic City employees under a Variable Annuity Pension Plan.

As of December 31, 2021, the fair value of both, the plan assets and benefit obligations, was $ 21 million.

Contributions to the plan were less than $ 1 million for the year ended December 31, 2021 and $ 2 million for the year ended December 31, 2020.

The Company participated in a defined-benefit plan for employees of the London Clubs International subsidiary that provided benefits based on final pensionable salary.

As of December 31, 2020, the plan had a net pension liability of $ 20 million, which was recorded within liabilities held for sale on our Balance Sheets.

For the year ended December 31, 2020, we contributed $ 4 million to the plan.

On July 16, 2021, the Company completed the sale of Caesars UK Group, in which the buyer assumed all liabilities associated with the Caesars UK Group.

As of December 31, 2022, the fair value of the plan assets was $ 21 million and benefit obligations was $ 15 million.

Contributions to the plan were $ 2 million for the year ended December 31, 2022 and less than $ 1 million for the year ended December 31, 2021.

Deferred Compensation Plans

2 unchanged sentences

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, 2021 and 2020 was $ 3 million and $ 2 million, respectively, which was recorded in Deferred credits and other liabilities.

The liability as of December 31, 2022 and 2021 was $ 2 million and $ 3 million, respectively, which was recorded in Other long-term liabilities on the Balance Sheets.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of December 31, 2022, certain current and former employees of Caesars, and our subsidiaries and affiliates, have balances under:

7 unchanged sentences

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 $ 43 million and $ 49 million as of December 31, 2021 and 2020, respectively.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 $ 87 million and $ 94 million, respectively, as of December 31, 2021 and 2020 and have been reflected within Deferred charges and other assets on the Balance Sheets.

The total liability recorded in Other long-term liabilities on the Balance Sheets for these plans was $ 33 million and $ 43 million as of December 31, 2022 and 2021, respectively.

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 a so-called “rabbi trust” arrangement, 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 $ 60 million and $ 87 million, respectively, as of December 31, 2022 and 2021 and have been reflected within Other assets, net on the Balance Sheets.

Multi-employer Pension Plans

5 unchanged sentences

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.”

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Multi-employer Pension Plan Participation

7 unchanged sentences

Green No $ 24 $ 18 $ 5 No May 31, 2023

Legacy Plan of the UNITE HERE Retirement Fund (d)(f)

Legacy Plan of the UNITE HERE Retirement Fund (d)(e)(f)

82-0994119/ 001

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Western Conference of Teamsters Pension Plan 91-6145047/ 001

Green No 5 — N/A Various up to August 31, 2024

Local 68 Engineers Union Pension Plan (d)(g)

Green No 6 5 — N/A March 31, 2024

Local 68 Engineers Union Pension Plan (g)

51-0176618/ 001

11 unchanged sentences

(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 year ended December 31, 2019.

(d) The Company provided more than 5 % of the total contributions for the plan year ended December 31, 2020.

(e) The Company provided more than 5 % of the total contributions for the plan year ended December 31, 2021 and as of the date the financial statements were issued, Forms 5500 were not available for the 2022 plan year.

3 unchanged sentences

(g) Plan years begin July 1.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The components of the Company’s provision for income taxes for the years ended December 31, 2022, 2021 and 2020 are presented below.

4 unchanged sentences

$ ( 565 ) $ ( 1,269 ) $ ( 1,606 )

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Income Tax Provision (Benefit) Years Ended December 31,

20 unchanged sentences

State and local taxes ( 0.2 ) % 4.2 % 5.4 %

Stock compensation 0.5 % ( 0.1 ) % 1.8 %

Goodwill impairment and dispositions — % ( 1.6 ) % 7.4 %

Nondeductible transaction expenses — % ( 0.5 ) % — %

Nondeductible compensation and benefits ( 2.3 ) % ( 0.2 ) % ( 0.2 ) %

Goodwill disposition and impairment ( 0.6 ) % — % ( 1.6 ) %

Transaction expenses — % — % ( 0.5 ) %

Nondeductible convertible notes costs — % ( 3.3 ) % ( 1.0 ) %

Decrease in uncertain tax positions 0.1 % 0.4 % 0.9 %

Change in tax rates from change in tax law ( 1.2 ) % — % — %

Deferred tax benefit of foreign subsidiaries held for sale

— % 1.0 % — %

Change in tax rates from change in tax law before valuation allowance ( 15.3 ) % ( 1.2 ) % — %

Foreign taxes ( 1.1 ) % 0.1 % 1.0 %

Deferred tax adjustment related to William Hill acquisition ( 5.3 ) % — % — %

Minority interests ( 0.5 ) % — % — %

Valuation allowance 9.8 % 2.6 % ( 33.9 ) %

Deferred tax recognition on life insurance ( 1.3 ) % — % — %

Tax credits 1.8 % 0.4 % 0.1 %

Deferred tax recognition on life insurance — % ( 1.3 ) % — %

Other ( 0.2 ) % ( 0.4 ) % 0.6 %

8 unchanged sentences

Loss carryforwards $ 779 $ 1,006

Foreign investment - held for sale — 74

Excess business interest expense 288 180

5 unchanged sentences

Identified intangibles ( 803 ) ( 1,111 )

Other debt-related items ( 35 ) ( 108 )

Foreign investment - held for sale — ( 139 )

18 unchanged sentences

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.

As of December 31, 2021, the Company had federal and state net operating loss carryforwards of $ 2.4 billion and $ 9.4 billion, respectively.

The federal and state net operating loss carryforwards include $ 450 million and $ 2.2 billion, respectively, that do not expire.

The remaining federal and state net operating loss carryforwards will begin to expire in 2032 and 2022, respectively.

As of December 31, 2021, the Company had federal general business tax credit and research tax credit carryforwards of $ 116 million, which begin to expire in 2029.

As of December 31, 2021, the Company had foreign net operating loss carryforwards of $ 60 million.

The foreign net operating loss carryforwards include $ 58 million that do not expire.

The remaining $ 2 million foreign net operating losses begin to expire in 2033.

As of December 31, 2022, the Company had federal and state net operating loss carryforwards of $ 1.9 billion and $ 9.2 billion, respectively and federal general business tax credit and research tax credit carryforwards of $ 129 million, which will expire on various dates as follows:

Year of Expiration Net Operating Losses Tax Credits

(In millions) Federal States Federal

2023-2027 — 530 —

2028-2032 914 1,376 39

2033-2042 589 5,030 90

Do not expire 437 2,219 —

$ 1,940 $ 9,155 $ 129

CAESARS ENTERTAINMENT, INC.

8 unchanged sentences

Acquisition of William Hill — 32 —

Sale of William Hill International ( 24 ) — —

Additions based on tax positions related to the current year 3 4 —

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We classify reserves for tax uncertainties within Other long-term liabilities in our Balance Sheets, separate from any related income tax payable or Deferred income taxes.

Included in the $ 157 million of unrecognized tax benefits as of the end of 2021 is $ 21 million related to discontinued operations.

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 2022, we decreased our accrual by $ 29 million, primarily due to the sale of William Hill International.

During 2021, we increased our accrual by $ 20 million, primarily due to the William Hill Acquisition.

During 2020, we increased our accrual by $ 137 million, primarily as a result of the Merger.

There was no accrual during 2019.

There was an accrual for the payment of interest and penalties of $ 2 million and $ 2 million as of December 31, 2021 and December 31, 2020, respectively.

There was no accrual for the payment of interest and penalties as of December 31, 2022 and an accrual of $ 2 million as of December 31, 2021.

Included in the balances of unrecognized tax benefits as of December 31, 2022 and December 31, 2021 was $ 115 million and $ 117 million, respectively, of unrecognized tax benefits that, if recognized, would impact the effective tax rate.

2 unchanged sentences

With few exceptions, the Company is no longer subject to US federal or state and local tax assessments by tax authorities for years before 2019.

The tax years 2016 to 2021 remain subject to examination in Gibraltar and Malta.

The tax years 2020 to 2021 remain subject to examination in the United Kingdom.

We believe that it is reasonably possible that the unrecognized tax benefits liability will not materially change within the next 12 months.

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Carano, its Chief Executive Officer and Board member, Thomas R.

Reeg, and its former Senior Vice President of Regional Operations, Gene Carano.

Reeg, and its Vice President of Player Development, Gene Carano.

In addition, Gary L.

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The CSY Lease expires on June 30, 2057.

Annual rent pursuant to the CSY Lease is currently $ 0.6 million, paid quarterly.

Annual rent pursuant to the CSY Lease is currently $ 0.6 million, paid monthly.

Annual rent is subject to periodic rent escalations through the term of the lease.

6 unchanged sentences

Transactions with NeoGames

The Company holds an interest in NeoGames (see Note 5).

The Company held an interest in NeoGames (see Note 5).

NeoGames provides the player account management system to our wholly-owned Liberty platform.

We have a dedicated team of programmers at NeoGames working on enhancements to our player account management system on our behalf, for which NeoGames is compensated under a services agreement.

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, Due from affiliates, net was $ 44 million, and represented transactions with Horseshoe Baltimore and William Hill.

Amounts due from/to William Hill and Horseshoe Baltimore eliminate upon consolidation.

Segment Information

2 unchanged sentences

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 William Hill Acquisition, our principal operating activities occurred in three regionally-focused reportable segments:

Las Vegas, Regional, and Managed, International, CIE, in addition to Corporate and Other.

Following the William Hill Acquisition, the Company’s principal operating activities occur in four reportable segments.

The Company’s principal operating activities occur in four 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:

3 unchanged sentences

The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of December 31, 2022:

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Las Vegas Regional Managed and Branded

Bally’s Las Vegas

Belle of Baton Rouge Casino & Hotel (a)

Horseshoe Bossier City Managed

Caesars Palace Las Vegas

Caesars Atlantic City Horseshoe Council Bluffs

Harrah’s Ak-Chin

Circus Circus Reno Horseshoe Hammond

Harrah’s Cherokee

Caesars Atlantic City Horseshoe Black Hawk (a)

Circus Circus Reno Horseshoe Bossier City Harrah’s Ak-Chin

Flamingo Las Vegas

Eldorado Gaming Scioto Downs Horseshoe Tunica

Harrah’s Cherokee Valley River

Eldorado Gaming Scioto Downs Horseshoe Council Bluffs Harrah’s Cherokee

Harrah’s Las Vegas

Eldorado Resort Casino Reno Indiana Grand

Eldorado Resort Casino Reno Horseshoe Hammond Harrah’s Cherokee Valley River

Horseshoe Las Vegas (a)

Grand Victoria Casino Horseshoe Indianapolis (a)

Harrah’s Resort Southern California

The LINQ Hotel & Casino

Grand Victoria Casino Isle Casino Bettendorf Caesars Windsor

Paris Las Vegas

Harrah’s Atlantic City

Isle of Capri Casino Boonville Caesars Dubai

Planet Hollywood Resort & Casino

Horseshoe Lake Charles (b)

Caesars Windsor

Paris Las Vegas

Harrah’s Council Bluffs

Isle of Capri Casino Hotel Lake Charles (c)

Rio All-Suite Hotel & Casino

Horseshoe St.

Caesars Dubai

Planet Hollywood Resort & Casino

Harrah’s Gulf Coast

Isle of Capri Casino Lula Caesars Southern Indiana (d)

Horseshoe Tunica Branded

Rio All-Suite Hotel & Casino

Harrah’s Hoosier Park Racing & Casino

Isle Casino Bettendorf Caesars Southern Indiana

Harrah’s Joliet

Isle Casino Hotel - Blackhawk Harrah’s Northern California

Isle of Capri Casino Boonville Harrah’s Northern California

Caesars Digital Harrah’s Lake Tahoe

Isle Casino Racing Pompano Park

Isle of Capri Casino Lula

Caesars Digital Harrah’s Laughlin

Isle Casino Waterloo

Harrah’s Louisiana Downs (a)

Lady Luck Casino - Black Hawk

Harrah’s Metropolis

Lumière Place Casino

Lady Luck Casino - Black Hawk

Harrah’s New Orleans

MontBleu Casino Resort & Spa (a)

Harrah’s North Kansas City

Silver Legacy Resort Casino

Harrah’s Philadelphia

Harrah’s North Kansas City

Trop Casino Greenville

Harveys Lake Tahoe

Harrah’s Philadelphia

Tropicana Atlantic City

Harrah’s Hoosier Park Racing & Casino

Tropicana Evansville (a)

Horseshoe Baltimore (c)

Harrah’s Pompano Beach (a)

Tropicana Laughlin Hotel & Casino

Harveys Lake Tahoe

Horseshoe Baltimore

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(a) During the year ended December 31, 2021, these properties were sold or held for sale.

See Note 4 for additional details.

(b) On August 26, 2021, the Company increased its ownership interest in Horseshoe Baltimore to 75.8 % and began to consolidate the property in our Regional segment following the change in ownership.

Management fees prior to the consolidation of Horseshoe Baltimore have been reflected in the Managed and Branded segment.

(c) Lake Charles has been temporarily closed since the end of August 2020 due to damage from Hurricane Laura and will remain closed until the second half of 2022 when construction of a new land-based casino is expected to be complete.

(d) The sale of Caesars Southern Indiana closed on September 3, 2021 and the Company entered into a license agreement with the Eastern Band of Cherokee Indians for the continued use of the Caesars brand and the Caesars Rewards loyalty program at Caesars Southern Indiana.

The properties listed above exclude the discontinued operations, including previous international properties which have been sold, or we have entered into agreements to sell.

The sale of Caesars UK Group closed on July 16, 2021, in which the buyer assumed all liabilities associated with the Caesars UK Group.

Additionally, on September 8, 2021, the Company entered into an agreement to sell William Hill International, which is expected to close in the second quarter of 2022.

(a) During the year ended December 31, 2022, Bally’s Las Vegas was rebranded as Horseshoe Las Vegas, Isle Casino Hotel - Black Hawk was rebranded as Horseshoe Black Hawk, Indiana Grand was rebranded as Horseshoe Indianapolis, Isle Casino Racing Pompano Park was rebranded as Harrah’s Pompano Beach, and Lumière Place Casino was rebranded as Horseshoe St.

(b) Isle of Capri Casino Hotel Lake Charles temporarily closed at the end of August 2020 due to damage from Hurricane Laura and reopened in December 2022 as Horseshoe Lake Charles, the new land-based casino.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Certain of our properties operate off-track betting locations, including Harrah’s Hoosier Park Racing & Casino, 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.

and Horseshoe Indianapolis (formerly “Indiana Grand”), which operates Winner’s Circle Clarksville.

The LINQ Promenade 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 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.

“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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth, for the periods indicated, certain operating data for the Company’s four 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,

13 unchanged sentences

Adjusted EBITDA ( 124 ) ( 168 ) ( 101 )

Reconciliation of Adjusted EBITDA - By Segment to Net Income (Loss) Attributable to Caesars

Reconciliation of Net Income (Loss) Attributable to Caesars to Adjusted EBITDA by Segment

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.

Adjusted EBITDA is defined as revenues less certain operating expenses and is comprised of net income (loss) before (i) interest income and interest expense, net of interest capitalized, (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.

7 unchanged sentences

(In millions) 2022 2021 2020

Adjusted EBITDA by Segment:

Las Vegas $ 1,568 $ 133 $ —

Regional 1,979 711 719

Caesars Digital ( 476 ) 26 13

Managed and Branded 87 25 —

Corporate and Other ( 168 ) ( 101 ) ( 35 )

2,990 794 697

Reconciliation to net income (loss) attributable to Caesars:

Net loss attributable to Caesars $ ( 899 ) $ ( 1,019 ) $ ( 1,757 )

Net income (loss) attributable to noncontrolling interests ( 11 ) 3 ( 1 )

7 unchanged sentences

Impairment charges 108 102 215

Transaction costs and other operating costs (b)

( 144 ) ( 270 ) ( 37 )

Transaction costs and other (b)

Stock-based compensation expense 101 82 79

Other items (c)

( 76 ) ( 30 ) ( 7 )

Net income (loss) attributable to Caesars $ ( 1,019 ) $ ( 1,757 ) $ 81

Adjusted EBITDA $ 3,243 $ 2,990 $ 794

Adjusted EBITDA by Segment:

Las Vegas $ 1,964 $ 1,568 $ 133

Regional 1,985 1,979 711

Caesars Digital ( 666 ) ( 476 ) 26

Managed and Branded 84 87 25

Corporate and Other ( 124 ) ( 168 ) ( 101 )

____________________

(a) Other income (loss) for the year ended December 31, 2021 primarily represents a loss on the change in fair value of investments held by the Company and a loss on the change in fair value of the derivative liability related to the 5 % Convertible Notes.

(b) Transaction costs and other operating costs for the year ended December 31, 2021 primarily represent costs related to the William Hill Acquisition and the Merger, various contract or license termination exit costs, professional services, other acquisition costs and severance costs.

(c) Other items primarily represent certain consulting and legal fees, rent for non-operating assets, relocation expenses, retention bonuses, and business optimization expenses.

(a) Other (income) loss primarily includes the net changes in fair value of (i) investments held by the Company (ii) foreign exchange forward contracts (iii) the disputed claims liability related to Former Caesars’ bankruptcy prior to the Merger, and (iv) the derivative liability related to the 5 % Convertible Notes, which were fully converted during the year ended December 31, 2021, and the change in the foreign exchange rate associated with restricted cash held in GBP associated with our acquisition of William Hill.

(b) Transaction costs and other primarily includes costs related to the William Hill Acquisition, the Merger, various contract or license termination exit costs, professional services for integration activities and non-cash changes in equity method investments partially offset by gains resulting from insurance proceeds received in excess of the respective carrying value of the assets damaged at Lake Charles by Hurricane Laura.

Capital Expenditures, Net - By Segment

2 unchanged sentences

Las Vegas $ 165 $ 85 $ 32

Regional 597 327 104

Caesars Digital 106 67 —

Managed and Branded — — —

Corporate and Other 84 39 33

Total $ 518 $ 169 $ 171

$ 952 $ 518 $ 169

(a) Includes $ 2 million and $ 5 million of capital expenditures related to properties classified as discontinued operations for the years ended December 31, 2021 and 2020, respectively.

____________________

(a) Includes capital expenditures associated with our discontinued operations, where applicable.

Total Assets - By Segment

3 unchanged sentences

Caesars Digital 1,200 1,878

Managed and Branded 3,527 225

Corporate and Other ( 4,167 ) 641

Managed and Branded (a)

Corporate and Other (b)

( 6,268 ) ( 4,167 )

Total $ 33,527 $ 38,031

____________________

(a) Assets held for sale associated with William Hill International were divested on July 1, 2022.

(b) Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data