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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-24 · 95 added, 139 removed, 337 unchanged (41% of the section changed)

3 unchanged sentences

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of our disclosure controls and procedures (as defined under the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Form 10-K Annual Report.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Form 10-K Annual Report are effective to ensure that the information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized, evaluated and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of December 31, 2022.

Based on these evaluations, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures required by Rules 13a-15(e) and 15d-15(e) were effective as of December 31, 2022, at a reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) for Caesars Entertainment, Inc.

and its subsidiaries.

This system is designed to provide reasonable assurance to the Company’s management regarding the reliability of financial reporting and preparation of consolidated financial statements for external purposes.

The Company completed its acquisition of William Hill PLC on April 22, 2021.

Accordingly, the acquired assets and liabilities of William Hill are included in our consolidated balance sheet as of December 31, 2021 and the results of its operations and cash flows are reported in our consolidated statement of operations and cash flows for the year ended December 31, 2021 from the date of acquisition.

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.

We are in the process of integrating policies, processes, information technology systems and other components of internal controls over financial reporting of the combined business.

Management will continue to evaluate our internal control over financial reporting as we complete our integration.

In accordance with SEC staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, management has excluded William Hill from its internal control assessment.

William Hill represents 14% of Caesars Entertainment, Inc.’s consolidated assets as of December 31, 2021, and 2% of Caesars Entertainment, Inc.’s net revenue for the year ended December 31, 2021.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act.

This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with US GAAP.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated and assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Form 10-K Annual Report based upon the framework set forth in the Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organization of the Treadway Commission.

Based on this evaluation and assessment, management believes that, as of December 31, 2021, our internal control over financial reporting was effective based on those criteria.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited our internal control over financial reporting as of December 31, 2021, as stated in its report which follows below.

Based on their evaluation and assessment, they concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on those criteria.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2022, which report follows below.

Changes in Internal Control Over Financial Reporting

Except as noted below, during the quarter ended December 31, 2021, there were no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On April 22, 2021, we completed the acquisition of William Hill PLC.

See Item 8., “Notes to Consolidated Financial Statements”, Note 3, “Acquisitions, Purchase Price Accounting and Pro forma Information” for discussion of the acquisition and related financial data.

The Company is in the process of integrating William Hill PLC into our internal controls over financial reporting.

As a result of these integration activities, certain controls will be evaluated and may be changed.

Excluding the William Hill Acquisition, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonable likely to materially affect, our internal controls over financial reporting.

As of December 31, 2022, there were no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

5 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 21, 2023, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at William Hill PLC, which was acquired on April 22, 2021, and whose financial statements constitute 14% of the Company’s consolidated assets as of December 31, 2021 , and 2% of the Company’s net revenues for the year ended December 31, 2021 .

Accordingly, our audit did not include the internal control over financial reporting at William Hill PLC.

Basis for Opinion

57 unchanged sentences

Previously filed on Form 8-K filed on August 16, 2019.

3.1 C omposite C ertificate of Incorporation of Caesars Entertainment, Inc.

3.1 Composite Certificate of Incorporation of Caesars Entertainment, Inc.

Previously filed on Form 10-Q filed on August 4, 2021.

3.2 Bylaws of Caesars Entertainment, Inc.

Previously filed on Form 8-K filed on July 21, 2020.

3.2 Amended and Restated Bylaws of Caesars Entertainment, Inc.

Previously filed on Form 8-K filed on August 1, 2022.

4.1 Description of Capital Stock

1 unchanged sentence

4.2 Indenture (6.25% CEI Senior Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc.

Bank National Association.

Bank National Association, as trustee and collateral agent.

Previously filed on Form 8-K filed on July 7, 2020.

4.3 Supplemental Indenture, dated as of July 20, 2020, to Indenture (6.25% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association.

Bank National Association, as trustee and collateral agent.

Previously filed on Form 8-K filed on July 21, 2020.

4.4 Supplemental Indenture, dated as of June 4, 2021, to Indenture (6.25% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee and collateral agent.

Filed herewith.

4.4 Indenture (8.125% CEI Senior Notes due 2027) dated as of July 6, 2020, by and between Colt Merger Sub, Inc.

Bank National Association.

Bank National Association, as trustee.

Previously filed on Form 8-K filed on July 7, 2020.

4.5 Supplemental Indenture, dated as of July 20, 2020, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association.

Bank National Association, as trustee.

Previously filed on Form 8-K filed on July 21, 2020.

4.6 Indenture (5.75% CRC Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc.

Bank National Association.

4.7 Supplemental Indenture, dated as of June 4, 2021, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee.

Filed herewith.

4.6 Indenture (5.75% CRC Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc., U.S.

Bank National Association, as trustee, and Credit Suisse AG, Cayman Islands Branch, as collateral agent.

Previously filed on Form 8-K filed on July 7, 2020.

4.7 Supplemental Indenture, dated as of July 20, 2020, to Indenture (5.75% CRC Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, U.S.

Bank National Association and Credit Suisse AG, Cayman Islands Branch.

Bank National Association, as trustee, and Credit Suisse AG, Cayman Islands Branch, as collateral agent.

Previously filed on Form 8-K filed on July 21, 2020.

4.8 Second Supplemental Indenture dated as of August 6, 2021 among Caesars Entertainment, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, U.S.

Bank National Association and Credit Suisse AG, Cayman Islands Branch.

4.8 Second Supplemental Indenture, dated as of August 6, 2021, to Indenture (5.75% CRC Secured Notes due 2025), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC and U.S.

Bank National Association, as trustee and collateral agent.

Previously filed on Form 8-K filed on August 10, 2021.

4.9 Indenture dated as of September 24, 2021 (4.625% CEI Senior Notes due 2029) by and between Caesars Entertainment, Inc., the guarantors party thereto and U.S.

Bank National Association.

4.9 Indenture (4.625% CEI Senior Notes due 2029), dated as of September 24, 2021, by and between Caesars Entertainment, Inc., the guarantors party thereto and U.S.

Bank National Association, as trustee.

Previously filed on Form 8-K filed on September 27, 2021.

10.1 Las Vegas Lease (conformed through the Second Amendment), dated as of July 20, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC.

4.10 First Supplemental Indenture, dated as of October 4, 2022, to Indenture (4.625% CEI Senior Notes due 2029), by and among Caesars Entertainment, Inc., the guarantors party thereto and U.S.

Bank National Association, as trustee.

Previously filed on Form 8-K filed on October 5, 2022.

10.1 Second Amendment to Lease (CPLV) (which includes a conformed copy of the Las Vegas Lease through the Second Amendment), dated as of July 20, 2020, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC

Previously filed on Form 8-K filed on July 21, 2020.

10.2 Third Amendment to Lease (Las Vegas), dated as of September 30, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC.

10.2 Third Amendment to Lease, dated as of September 30, 2020, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC.

Previously filed on Form 10-Q filed on November 9, 2020.

10.3 Fourth Amendment to Lease (Las Vegas), dated as of November 18, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC.

10.3 Fourth Amendment to Lease, dated as of November 18, 2020, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC.

Previously filed on Form 10-K on March 1, 2021.

10.4 Fifth Amendment to Lease (Las Vegas) dated as of September 3, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Desert Palace LLC and CEOC, LLC.

10.4 Fifth Amendment to Lease, dated as of September 3, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC.

Previously filed on Form 10-Q on November 5, 2021.

10.5 Sixth Amendment to Lease (Las Vegas) dated as of November 1, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Desert Palace LLC, CEOC, LLC, Harrah’s Las Vegas, LLC and Propco TRS LLC.

Filed herewith.

10.6 Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., CPLV Property Owner LLC and Claudine Propco LLC ( Las Vegas ).

Description of Exhibit Method of Filing

10.5 Sixth Amendment to Lease, dated as of November 1, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC.

Previously filed on Form 10-K filed on February 24, 2022.

10.6 Guaranty, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., CPLV Property Owner LLC and Claudine Propco LLC.

Previously filed on Form 8-K filed on July 21, 2020.

Regional Lease (conformed through the Fifth Amendment), dated as of July 20, 2020, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC .

Fifth Amendment to Lease (Non-CPLV) (which includes a conformed copy of the Regional Lease through the Fifth Amendment), dated as of July 20, 2020, by and among the entities listed on Schedule A attached thereto, Harrah’s Atlantic City LLC, New Laughlin Owner LLC, Harrah’s New Orleans LLC, the entities listed on Schedule B attached thereto, Harrah’s Atlantic City Operating Company, LLC, Harrah’s Laughlin, LLC, Jazz Casino Company, L.L.C.

and Propco TRS LLC.

Previously filed on Form 8-K filed on July 21, 2020.

10.8** Sixth Amendment to Lease (Regional), dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto and Pr opco TRS LLC .

10.8** Sixth Amendment to Lease, dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-Q filed on November 9, 2020.

10.9 Seventh Amendment to Lease (Regional), dated as of November 18, 2020, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC .

10.9 Seventh Amendment to Lease, dated as of November 18, 2020, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-K on March 1, 2021.

10.10 Eighth Amendment to Lease (Regional), dated as of September 3, 2021, by and among the entities listed on Schedule A and B thereto.

10.10 Eighth Amendment to Lease, dated as of September 3, 2021, by and among the entities listed on Schedule A and B thereto and Propco TRS LLC.

Previously filed on Form 10-Q on November 5, 2021.

10.11 Ninth Amendment to Lease (Regional), dated as of November 1, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Filed herewith

Description of Exhibit Method of Filing

10.11 Ninth Amendment to Lease, dated as of November 1, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-K filed on February 24, 2022.

10.12 Tenth Amendment to Lease (Regional), dated as of December 30, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Filed herewith

Previously filed on Form 10-K filed on February 24, 2022.

10.13 Eleventh Amendment to Lease, dated as of August 25, 2022, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-Q filed on November 2, 2022.

10.14 Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc.

1 unchanged sentence

Previously filed on Form 8-K filed on July 21, 2020.

Second Amendment, dated as of July 20, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership.

Second Amendment to Lease (Joliet) (which includes a conformed copy of the Joliet Lease through the Second Amendment), dated as of July 20, 2020, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.

Previously filed on Form 8-K filed on July 21, 2020.

10.15** Third Amendment to Lease (Joliet), dated as of September 30, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership.

10.16** Third Amendment to Lease, dated as of September 30, 2020,by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.

Previously filed on Form 10-Q filed on November 9, 2020.

10.16 Fourth Amendment to Lease (Joliet), dated as of November 18, 2020, to Lease (Joliet), dated as of October 7, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership.

10.17 Fourth Amendment to Lease , dated as of November 18, 2020, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC .

Previously filed on Form10-K on March 1, 2021.

10.17 Fifth Amendment to Lease (Joliet), dated as of September 3, 2021, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership.

10.18 Fifth Amendment to Lease , dated as of September 3, 2021, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC .

Previously filed on Form 10-Q on November 5, 2021

10.18 Sixth Amendment to Lease (Joliet), dated as of November 1, 2021, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership and Propco TRS LLC.

Filed herewith.

10.19 Guaranty of Lease, dated as of July 20, 2020, by and between Eldorado Resorts, Inc.

and Harrah’s Joliet Landco LLC (Joliet).

10.19 Sixth Amendment to Lease , dated as of November 1, 2021, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC .

Previously filed on Form 10-K filed on February 24, 2022.

10.20 Guaranty , dated as of July 20, 2020, by and between Eldorado Resorts, Inc.

and Harrah’s Joliet Landco LLC .

Previously filed on Form 8-K filed on July 21, 2020.

7 unchanged sentences

Previously filed on Form 8-K filed on July 21, 2020.

10.22 Second Amendment, dated as of July 20, 2020, to Golf Course Use Agreement, dated as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC.

10.23 Second Amendment to Golf Course Use Agreement , dated as of July 20, 2020, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC.

Previously filed on Form 8-K filed on July 21, 2020.

5 unchanged sentences

Previously filed on Form 8-K filed on July 21, 2020.

Description of Exhibit Method of Filing

10.27 First Amendment to Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of July 20, 2020, by and among Caesars Enterprise Services, LLC, CEOC, LLC, Caesars Resort Collection , LLC, Caesars License Company, LLC and Caesars World LLC (including as Exhibit A thereto a conformed copy of the Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of December 26, 2018, as amended).

13 unchanged sentences

Previously filed on Form 8-K filed on January 27, 2022.

10.31 Credit Agreement, dated as of December 22, 2017, by and among Caesars Resort Collection, LLC, the other borrowers from time to time party thereto, the lenders party thereto, and Credit Suisse, AG, Cayman Islands Branch, as administrative agent.

10.32 Third Amendment to Credit Agreement, dated as of October 5 , 2022, by and among Caesars Entertainment, Inc.

, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on October 5, 2022.

10.33* Incremental Assumption Agreement No.

2, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on February 6, 2023.

10.34†† Credit Agreement, dated as of December 22, 2017, by and among Caesars Resort Collection, LLC, the other borrowers from time to time party thereto, the lenders party thereto, and Credit Suisse, AG, Cayman Islands Branch, as administrative agent and collateral agent .

Previously filed on Form 8-K filed by Caesars Holdings, Inc.

on December 22, 2017.

10.32 First Amendment to Credit Agreement, dated as of June 15, 2020, by and among Caesars Resort Collection, LLC, the subsidiary loan parties party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

10.35†† First Amendment to Credit Agreement, dated as of June 15, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

Previously filed on Form 8-K filed by Caesars Holdings, Inc.

on June 15, 2020.

10.33 Second Amendment to Credit Agreement, dated as of September 21, 2021, by and among Caesars Resort Collection, LLC, the subsidiary loan parties party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

10.36†† Second Amendment to Credit Agreement, dated as of September 21, 2021, by and among Caesars Resort Collection, LLC, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

Previously filed on Form 8-K filed on September 27, 2021

Description of Exhibit Method of Filing

10.37†† Incremental Assumption Agreement No.

19 unchanged sentences

on April 14, 2020.

10.40† Caesars Entertainment Corporation 2012 Performance Incentive Plan.

Previously filed on Form S-1/A filed by Caesars Holdings, Inc.

on February 2, 2012.

10.41† Amendment No.

1 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.

Previously filed on Form 8-K filed by Caesars Holdings, Inc.

on July 25, 2012.

10.42† Amendment No.

2 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.

Previously filed on Form 8-K filed by Caesars Holdings, Inc.

on May 20, 2015.

10.43† Amendment No.

3 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.

Previously filed on Form 8-K filed by Caesars Holdings, Inc.

on May 20, 2016.

10.44† Amendment No.

4 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.

Previously filed on Form 10-Q filed by Caesars Holdings, Inc.

on August 2, 2016.

10.45† Isle of Capri Casinos, Inc.

Second Amended and Restated 2009 Long-Term Stock Incentive Plan.

Previously filed on Form 8-K filed by Isle of Capri Casinos, Inc.

on October 9, 2015.

10.46† Isle of Capri Casino, Inc.

Form of Non-Qualified Stock Option Agreement.

Previously filed on Form 10-K filed by Isle of Capri Casinos, Inc.

on June 17, 2015.

10.47† Caesars Entertainment Corporation 2017 Performance Incentive Plan.

Previously filed on Form S-8 filed by Caesars Holdings, Inc.

on October 6, 2017.

10.48† Amendment No.

1 to Caesars Entertainment Corporation 2017 Performance Incentive Plan.

Previously filed on Form 8-K filed by Caesars Holdings, Inc.

on April 6, 2018.

10.43† Caesars Entertainment Corporation Executive Supplemental Savings Plan III.

4 unchanged sentences

on December 13, 2018.

10.51† Caesars Acquisition Company 2014 Performance Incentive Plan.

Previously filed on Form 8-K filed by Caesars Acquisition Company on April 16, 2014.

10.45† Eldorado Resorts, Inc.

1 unchanged sentence

Previously filed on Form S-8 POS filed on June 29, 2019.

Description of Exhibit Method of Filing

10.46† Form of Director Indemnification Agreement.

Previously filed on Form 10-Q filed on November 9, 2020.

Description of Exhibit Method of Filing

10.47† Form of Director Non-Deferred Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc.

17 unchanged sentences

Previously filed on Form 8-K filed on May 1, 2017.

10.61† Amended and Restated Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Bret Yunker.

Previously filed on Form 8-K on January 4, 2022.

10.62† Amended and Restated Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Gary Carano.

Previously filed on Form 8-K on January 4, 2022.

10.63† Amended and Restated Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Thomas Reeg.

Previously filed on Form 8-K filed on January 4, 2022.

10.64† Amended and Restated Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Anthony Carano.

Previously filed on Form 8-K filed on January 4, 2022.

10.65† Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Stephanie Lepori.

Previously filed on Form 8-K filed on January 4, 2022.

10.66† Amended and Restated Executive Employment Agreement, dated as of December 28, 2021, by and between Caesars Enterprise Services, LLC and Edmund L.

10.54† Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Bret Yunker.

Previously filed on Form 10-Q filed on November 2, 2022.

10.55† Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Gary Carano.

Previously filed on Form 10-Q filed on November 2, 2022.

10.56† Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Thomas Reeg.

Previously filed on Form 10-Q filed on November 2, 2022.

10.57† Restricted Stock Unit Award Agreement by and between Caesars Entertainment, Inc.

and Thomas R.

Reeg dated February 25, 2022.

Previously filed on Form 8-K filed on March 1, 2022.

10.58† Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Anthony Carano.

Previously filed on Form 10-Q filed on November 2, 2022.

10.59† Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Edmund L.

Quatmann, Jr.

Previously filed on Form 8-K filed on January 4, 2022.

10.67 Amended and Restated Omnibus Amendment to Leases, dated as of October 27, 2020, by and among the entities listed on schedule A thereto, CPLV Property Owner LLC, Claudine Propco LLC, Harrah’s Joliet Landco LLC, CEOC, LLC, the entities listed on schedule B thereto, Desert Palace LLC, Harrah’s Las Vegas, LLC and Des Plaines Development Limited Partnership.

Previously filed on Form 10-Q filed on November 2, 2022

10.68 Second Amended and Restated Master Lease, dated as of December 18, 2020, by and between Tropicana Entertainment, Inc.

10.60 Amended and Restated Omnibus Amendment to Leases, dated as of October 27, 2020, by and among the entities listed on Schedule A attached thereto CPLV Property Owner LLC, Claudine Propco LLC, Harrah’s Joliet Landco LLC, CEOC, LLC, the entities listed on Schedule B attached thereto, Desert Palace LLC, Harrah’s Las Vegas, LLC, Des Plaines Development Limited Partnership and Propco TRS LLC .

Previously filed on Form 10-Q filed on November 9, 2020.

10.61 Second Amended and Restated Master Lease, dated as of Decembe r 18, 2020, by and among Tropicana Entertainment, Inc.

, IOC Black Hawk County, Inc., Isle of Cap ri Bettendorf, L .C.

and GLP Capital L.P.

Filed herewith.

Credit Agreement, dated as of April 22, 2021, by and among Caesars Cayman Finance Limited, the lenders party thereto from time to time and Deutsche Bank AG, London Branch, as administrative agent and collateral agent.

Previously filed on Form 8-K on April 26, 2021.

10.70 First Amendment to Credit Agreement, dated as of June 14, 2021, by and among Caesars Cayman Finance Limited, Caesars UK Holdings Limited, the lenders party thereto and Deutsche Bank AG, London Branch, as administrative agent.

Filed herewith.

10.71 Trust Deed dated as of May 1, 2019, by and between William Hill PLC, William Hill Organization Limited, WHG (International) Limited and The Law Debenture Trust Corporation p.l.c.

Previously filed on Form 8-K filed on April 26, 2021.

10.72 Trust Deed dated as of May 27, 2016, by and between William Hill PLC, William Hill Organization Limited, WHG (International) Limited, William Hill Australia Holdings PTY Limited and The Law Debenture Trust Corporation p.l.c.

Previously filed on Form 8-K filed on April 26, 2021.

Previously filed on Form 10-K filed on February 24, 2022.

14 Code of Ethics and Business Conduct

4 unchanged sentences

Filed herewith.

23.2 Consent of Ernst & Young LLP

Filed herewith.

31.1 Certification of Thomas R.

1 unchanged sentence

Filed herewith.

Description of Exhibit Method of Filing

31.2 Certification of Bret Yunker pursuant to Rule 13a-14a and Rule 15d-14(a)

12 unchanged sentences

101.3 Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith.

Description of Exhibit Method of Filing

101.4 Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith.

4 unchanged sentences

† Denotes a management contract or compensatory plan or arrangement.

†† On February 6, 2023, CRC Credit Agreement, the related amendments/incremental assumption agreements and the guarantee agreement were terminated.

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

15 unchanged sentences

Current liabilities $ 236 $ 228

Long-term debt, less current portion 6,190 5,084

Deferred income taxes — 4

Long-term debt 6,826 6,190

Other long-term liabilities 31 35

12 unchanged sentences

Depreciation and amortization 4 6 6

Transaction costs and other operating costs 60 113 57

Transaction and other costs 11 60 113

Total operating expenses 19 109 154

2 unchanged sentences

Interest expense ( 428 ) ( 395 ) ( 257 )

Gain (loss) on interests in subsidiaries ( 437 ) ( 1,346 ) 210

Loss on interests in subsidiaries ( 492 ) ( 437 ) ( 1,346 )

Loss on extinguishment of debt — ( 14 ) ( 132 )

1 unchanged sentence

Loss from operations before income taxes ( 899 ) ( 1,023 ) ( 1,685 )

Income tax benefit (provision) 4 ( 72 ) 109

Net income (loss) $ ( 1,019 ) $ ( 1,757 ) $ 81

Benefit (provision) for income taxes — 4 ( 72 )

Net loss $ ( 899 ) $ ( 1,019 ) $ ( 1,757 )

See accompanying Notes to Condensed Financial Information.

9 unchanged sentences

William Hill Acquisition — ( 3,938 ) —

Investments in unconsolidated affiliates — — ( 1 )

Proceeds from sale of businesses, property and equipment, net of cash sold 15 — —

Proceeds from the sale of investments 84 89 24

Cash flows used in investing activities ( 3,850 ) ( 8,454 ) ( 215 )

Cash flows provided by (used in) investing activities 99 ( 3,850 ) ( 8,454 )

Cash flows from financing activities

2 unchanged sentences

Repayments of long-term debt and revolving credit facilities ( 89 ) ( 100 ) ( 3,339 )

Net proceeds from related parties 705 1,320 1,022

Net proceeds (repayments) with related parties ( 592 ) 705 1,320

Cash paid to settle convertible notes — ( 367 ) ( 903 )

52 unchanged sentences

Courtney Mather

/s/ Sandra Douglass Morgan Director February 23, 2022

Sandra Douglass Morgan

/s/ Michael E.

2 unchanged sentences

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 9A. Controls and Procedures