Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, evaluated and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
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 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 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
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.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Caesars Entertainment, Inc.:
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Caesars Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 21, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Las Vegas, Nevada
February 21, 2023
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Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is hereby incorporated by reference to our definitive Proxy Statement for our Annual Meeting of Stockholders (our “Proxy Statement”) to be filed with the Securities and Exchange Commission no later than April 30, 2023, pursuant to Regulation 14A under the Securities Act.
We have adopted a code of ethics and business conduct applicable to all directors and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The code of business conduct and ethics is posted on our website, http://www.caesars.com/corporate (accessible through the “Governance” caption of the Investors page) and a printed copy will be delivered on request by writing to the Corporate Secretary at Caesars Entertainment, Inc., c/o Corporate Secretary, 100 West Liberty Street, 12th Floor, Reno, NV 89501. We intend to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its code of business conduct and ethics by posting such information on our website.
Item 11. Executive Compensation
The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2023, pursuant to Regulation 14A under the Securities Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2023, pursuant to Regulation 14A under the Securities Act.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2023, pursuant to Regulation 14A under the Securities Act.
Item 14. Principal Accounting Fees and Services
The information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ) is incorporated herein by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2023, pursuant to Regulation 14A under the Securities Act.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(i) Financial Statements
Included in Part II (Item 8) of this Annual Report on Form 10-K:
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets as of December 31, 202 2 and 20 21
Consolidated Statements of Operations for the Years Ended December 31, 202 2 , 202 1 and 20 20
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 2 , 202 1 and 20 20
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 202 2 , 202 1 and 20 20
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 2 , 202 1 and 20 20
Notes to Consolidated Financial Statements
(a)(ii) Financial Statement Schedule
Schedule I—Condensed Financial Information of Registrant Parent Company Only as of December 31, 202 2 and 202 1 and for the Years Ended December 31, 202 2 , 202 1 and 20 20
We have omitted schedules other than the ones listed above because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.
(a)(iii) Exhibits
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Exhibit
Number
Description of Exhibit Method of Filing
2.1 Agreement and Plan of Merger, dated as of June 24, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc.
Previously filed on Form 8-K filed on June 25, 2019.
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc.
Previously filed on Form 8-K filed on August 16, 2019.
3.1 Composite Certificate of Incorporation of Caesars Entertainment, Inc.
Previously filed on Form 10-Q filed on August 4, 2021.
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
Filed herewith.
4.2 Indenture (6.25% CEI Senior Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association, 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, 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. and U.S. 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, as trustee.
Previously filed on Form 8-K filed on July 21, 2020.
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, 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, 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 (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.
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, 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, 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, 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.
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Exhibit
Number
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.
10.7**
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, 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, 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, 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, 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.
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. and the entities listed on Schedule A thereto (Regional).
Previously filed on Form 8-K filed on July 21, 2020.
10.15**
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.
10.16** 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.
10.17 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.
10.18 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
10.19 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.
10.21* Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Las Vegas Strip).
Previously filed on Form 8-K filed on July 21, 2020.
10.22 Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Horseshoe Baltimore).
Previously filed on Form 8-K filed on July 21, 2020.
10.23 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.
10.24* Amended and Restated Put-Call Right Agreement, dated as of July 20, 2020, by and among Claudine Propco, LLC and Eastside Convention Center, LLC.
Previously filed on Form 8-K filed on July 21, 2020.
10.25* Second Amended and Restated Put-Call Right Agreement entered into as of September 18, 2020 by and among Claudine Propco LLC and Caesars Convention Center Owner, LLC.
Previously filed on Form 8-K filed on September 18, 2020.
10.26* Put-Call Right Agreement entered into as of July 20, 2020 by and between Centaur Propco LLC and Caesars Resort Collection, LLC.
Previously filed on Form 8-K filed on July 21, 2020.
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Exhibit
Number
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).
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on July 21, 2020.
10.28 Credit Agreement, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and U.S. Bank National Association, as collateral agent.
Previously filed on Form 8-K filed on July 21, 2020.
10.29 Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on July 21, 2020.
10.30 First Amendment to Credit Agreement, dated as of November 10, 2021, by and between Caesars Entertainment, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on November 10, 2021.
10.31 Second Amendment to Credit Agreement, dated as of January 26, 2022, by and between Caesars Entertainment, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on January 27, 2022.
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.
10.35†† 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.
10.36†† 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
10.37†† Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
Previously filed on Form 8-K filed on July 21, 2020.
10.38†† Incremental Assumption Agreement No. 2, dated as of July 20, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lender party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
Previously filed on Form 8-K filed on July 21, 2020.
10.39†† Guarantee Agreement, dated as of August 6, 2021, by Caesars Entertainment, Inc. in favor of U.S. Bank National Agent, as collateral agent.
Previously filed on Form 8-K filed on August 10, 2021.
10.40 Caesars Entertainment Corporation Amended and Restated Escrow Agreement, dated as of December 12, 2016, between Caesars Entertainment Corporation and Wells Fargo Bank, N.A.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017.
10.41 Amended and Restated Casino Operating Contract, dated April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2020.
10.42 First Amendment to the Amended and Restated Casino Operating Contract, made and entered into as of April 9, 2020, and made effective as of April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board.
Previously filed on Form 8-K/A filed by Caesars Holdings, Inc. on April 14, 2020.
10.43† Caesars Entertainment Corporation Executive Supplemental Savings Plan III.
Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.
10.44† Caesars Entertainment Corporation Outside Director Deferred Compensation Plan.
Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.
10.45† Eldorado Resorts, Inc. Amended and Restated 2015 Equity Incentive Plan
Previously filed on Form S-8 POS filed on June 29, 2019.
10.46† Form of Director Indemnification Agreement.
Previously filed on Form 10-Q filed on November 9, 2020.
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Exhibit
Number
Description of Exhibit Method of Filing
10.47† Form of Director Non-Deferred Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive
Previously filed on Form 10-K filed on February 28, 2020.
10.48† Form of Restricted Stock Unit Award Agreement pursuant to the Amended & Restated 2015 Equity Incentive Plan.
Previously filed on Form 10-K on March 1, 2021.
10.49† Form of Restricted Stock Unit Award Agreement Performance-Based (TSR) pursuant to the Amended & Restated 2015 Equity Incentive Plan.
Previously filed on Form 10-K on March 1, 2021.
10.50† Form of Restricted Stock Unit Time-Based Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.
Previously filed on Form 10-K filed on February 28, 2020.
10.51† Form of Director Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.
Previously filed on Registration Statement Form S-1 filed by Eldorado Resorts, Inc. June 14, 2015.
10.52† Form of Performance Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.
Previously filed on Form 10-K filed on March 1, 2019.
10.53 Registration Rights Agreement, dated as of May 1, 2017, by and among Eldorado Resorts, Inc., Recreational Enterprises, Inc., GFIL Holdings, LLC and certain of its affiliates.
Previously filed on Form 8-K filed on May 1, 2017.
10.54† 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 10-Q filed on November 2, 2022
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.
Previously filed on Form 10-K filed on February 24, 2022.
14 Code of Ethics and Business Conduct
Filed herewith.
21 Subsidiaries of the Registrant
Filed herewith.
23.1 Consent of Deloitte & Touche LLP
Filed herewith.
31.1 Certification of Thomas R. Reeg pursuant to Rule 13a-14a and Rule 15d-14(a)
Filed herewith.
31.2 Certification of Bret Yunker pursuant to Rule 13a-14a and Rule 15d-14(a)
Filed herewith.
32.1 Certification of Thomas R. Reeg in accordance with 18 U.S.C. Section 1350
Filed herewith.
32.2 Certification of Bret Yunker in accordance with 18 U.S.C. Section 1350
Filed herewith.
99.1 Gaming and Regulatory Overview
Filed herewith.
99.2 Financial Information of Caesars Resort Collection, LLC
Filed herewith.
101.1 Inline XBRL Instance Document Filed herewith.
101.2 Inline XBRL Taxonomy Extension Schema Document Filed herewith.
101.3 Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith.
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Exhibit
Number
Description of Exhibit Method of Filing
101.4 Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith.
101.5 Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith.
101.6 Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herewith.
______________________
† Denotes a management contract or compensatory plan or arrangement.
†† 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.
** Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) could be competitively harmful if publicly disclosed.
w Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Item 16. Form 10-K Summary
None.
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Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY
CAESARS ENTERTAINMENT, INC.
CONDENSED BALANCE SHEETS
As of December 31,
(In millions) 2022 2021
ASSETS
Current assets $ 188 $ 221
Investment in and advances to unconsolidated affiliates 3 60
Investment in subsidiaries 10,465 10,311
Property and equipment, net 4 8
Other assets, net 146 333
Total assets $ 10,806 $ 10,933
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities $ 236 $ 228
Long-term debt 6,826 6,190
Other long-term liabilities 31 35
Total liabilities 7,093 6,453
Total stockholders’ equity 3,713 4,480
Total liabilities and stockholders’ equity $ 10,806 $ 10,933
See accompanying Notes to Condensed Financial Information.
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Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY
CAESARS ENTERTAINMENT, INC.
CONDENSED STATEMENTS OF OPERATIONS
Years Ended December 31,
(In millions) 2022 2021 2020
Net revenues $ — $ 4 $ 7
Expenses:
Corporate expense 4 43 71
Management fee — — ( 36 )
Depreciation and amortization 4 6 6
Transaction and other costs 11 60 113
Total operating expenses 19 109 154
Operating loss ( 19 ) ( 105 ) ( 147 )
Other expense:
Interest expense ( 428 ) ( 395 ) ( 257 )
Loss on interests in subsidiaries ( 492 ) ( 437 ) ( 1,346 )
Loss on extinguishment of debt — ( 14 ) ( 132 )
Other income (loss) 40 ( 72 ) 197
Loss from operations before income taxes ( 899 ) ( 1,023 ) ( 1,685 )
Benefit (provision) for income taxes — 4 ( 72 )
Net loss $ ( 899 ) $ ( 1,019 ) $ ( 1,757 )
See accompanying Notes to Condensed Financial Information.
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Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY
CAESARS ENTERTAINMENT, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(In millions) 2022 2021 2020
Cash flows used in operating activities $ ( 329 ) $ ( 448 ) $ ( 296 )
Cash flows from investing activities
Purchase of property and equipment, net — ( 1 ) ( 8 )
Former Caesars acquisition — — ( 8,470 )
William Hill Acquisition — ( 3,938 ) —
Proceeds from sale of businesses, property and equipment, net of cash sold 15 — —
Proceeds from the sale of investments 84 89 24
Cash flows provided by (used in) investing activities 99 ( 3,850 ) ( 8,454 )
Cash flows from financing activities
Proceeds from long-term debt and revolving credit facilities 750 1,200 9,365
Debt issuance and extinguishment costs ( 12 ) ( 17 ) ( 353 )
Repayments of long-term debt and revolving credit facilities ( 89 ) ( 100 ) ( 3,339 )
Net proceeds (repayments) with related parties ( 592 ) 705 1,320
Cash paid to settle convertible notes — ( 367 ) ( 903 )
Proceeds from sale-leaseback financing arrangement — — 3,219
Taxes paid related to net share settlement of equity awards ( 27 ) ( 45 ) ( 16 )
Proceeds from issuance of common stock 1 3 2,718
Cash flows provided by financing activities 31 1,379 12,011
Effect of foreign currency exchange rates on cash — — 129
Net increase (decrease) in cash, cash equivalents, and restricted cash ( 199 ) ( 2,919 ) 3,390
Cash, cash equivalents, and restricted cash, beginning of period 515 3,434 44
Cash, cash equivalents, and restricted cash, end of period $ 316 $ 515 $ 3,434
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED BALANCE SHEETS
Cash and cash equivalents in current assets $ 185 $ 199 $ 1,114
Restricted cash in current assets — — 1,895
Restricted and escrow cash included in other assets, net 131 316 425
Total cash, cash equivalents and restricted cash $ 316 $ 515 $ 3,434
See accompanying Notes to Condensed Financial Information.
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Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY
CAESARS ENTERTAINMENT, INC.
NOTES TO CONDENSED FINANCIAL INFORMATION
1. Background and basis of presentation
These condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of Caesars Entertainment, Inc. and its subsidiaries exceed 25% of the consolidated net assets of Caesars Entertainment, Inc. and its subsidiaries (the “Company”). This information should be read in conjunction with the Company’s consolidated financial statements included elsewhere in this filing.
2. Restricted net assets of subsidiaries
Certain of the Company’s subsidiaries have restrictions on their ability to pay dividends or make intercompany loans and advances pursuant to financing arrangements and regulatory restrictions. The amount of restricted net assets the Company’s consolidated subsidiaries held as of December 31, 2022 was approximately $ 3.6 billion. Such restrictions are on net assets of Caesars Entertainment, Inc. and its subsidiaries. The amount of restricted net assets in the Company’s unconsolidated subsidiaries was not material to the financial statements.
3. Commitments, contingencies, and long-term obligations
For a discussion of the Company’s commitments, contingencies, and long-term obligations under its credit facilities, see Note 11 and Note 12 of the Company’s consolidated financial statements.
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAESARS ENTERTAINMENT, INC.
By: /s/ Thomas R. Reeg
Dated: February 21, 2023 Thomas R. Reeg
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Thomas R. Reeg Chief Executive Officer (Principal Executive Officer) and Director February 21, 2023
Thomas R. Reeg
/s/ Bret Yunker Chief Financial Officer (Principal Financial Officer) February 21, 2023
Bret Yunker
/s/ Stephanie D. Lepori Chief Administrative and Accounting Officer (Principal Accounting Officer) February 21, 2023
Stephanie D. Lepori
/s/ Gary L. Carano Executive Chairman of the Board February 21, 2023
Gary L. Carano
/s/ Bonnie Biumi Director February 21, 2023
Bonnie Biumi
/s/ Jan Jones Blackhurst Director February 21, 2023
Jan Jones Blackhurst
/s/ Frank J. Fahrenkopf Jr. Director February 21, 2023
Frank J. Fahrenkopf Jr.
/s/ Don Kornstein Director February 21, 2023
Don Kornstein
/s/ Courtney Mather Director February 21, 2023
Courtney Mather
/s/ Michael E. Pegram Director February 21, 2023
Michael E. Pegram
/s/ David P. Tomick Director February 21, 2023
David P. Tomick
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