What changed in this filing

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Item 1. Business

2024-02-20 compared with 2023-02-22 · 101 added, 109 removed, 276 unchanged (43% of the section changed)

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in 2014, Isle of Capri Casinos, Inc.

in 2017 and Tropicana Entertainment, Inc.

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

In addition, on April 22, 2021, we completed the acquisition of William Hill PLC (the “William Hill Acquisition”).

Our primary source of revenue is generated by casino properties’ gaming operations, including retail and online sports betting, as well as online gaming, and we utilize our hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to our properties.

As of December 31, 2022, we own, lease or manage 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.

We also operate and conduct sports wagering across 28 jurisdictions in North America, 20 of which are mobile for sports betting, and operate regulated online real money gaming in six jurisdictions in North America.

in 2017, Tropicana Entertainment, Inc.

in 2018, Caesars Entertainment Corporation in 2020, and William Hill PLC (the “William Hill Acquisition”) on April 22, 2021.

Our ticker symbol on the NASDAQ Stock Market is “CZR.”

Our primary source of revenue is generated by our casino properties’ gaming operations, which includes our retail and online sports betting and online gaming, and we utilize our hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to our properties.

As of December 31, 2023, we own, lease or manage an aggregate of 52 domestic properties in 18 states.

We also operate and conduct sports wagering across 31 jurisdictions in North America, 25 of which offer online sports betting, and operate iGaming in five jurisdictions in North America.

We continue to expand into additional markets as jurisdictions legalize forms of retail and online gaming and sports betting.

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.

In addition, we have other properties in North America that are authorized to use the brands and marks of Caesars Entertainment, Inc., as well as other non-gaming properties.

We lease certain real property assets from third parties, including GLP Capital, L.P., the operating partnership of Gaming and Leisure Properties, Inc.

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See Item 2, “Properties,” for more information about our properties.

Significant Transactions in 2022

On April 22, 2021, we completed the acquisition of William Hill PLC for £2.9 billion, or approximately $3.9 billion with the intent to divest William Hill PLC’s non-U.S.

operations, which included the United Kingdom and international online divisions and the retail betting shops (collectively, “William Hill International”).

We entered into an agreement to sell William Hill International to 888 Holdings Plc for approximately £2.2 billion which, on April 7, 2022, we amended 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 of deferred consideration to be paid to Caesars, subject to 888 Holdings Plc meeting certain 2023 financial targets.

During the year ended December 31, 2022, we 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, we 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, we received net proceeds of $730 million.

Including open market repurchases and repayments, we utilized all $730 million to reduce our outstanding debt.

On May 5, 2022, we consummated the sale of the equity interests of Belle of Baton Rouge Casino & Hotel (“Baton Rouge”) to CQ Holding Company, Inc., subject to customary closing conditions, resulting in a loss of $3 million.

Baton Rouge was within the Regional segment.

Developments related to COVID-19

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.

Business Operations

Our consolidated business is composed of complementary businesses that reinforce, cross-promote, and build upon each other:

casino, which includes our online sports betting and iGaming, food and beverage, hotel, casino management services, entertainment, retail and other business operations.

casino, which includes our retail and online sports betting and iGaming, food and beverage, hotel, casino management services, entertainment, retail and other business operations.

Casino Operations

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Slot revenues generate the majority of our casino revenues.

Online Sports Betting and iGaming

As a result of our acquisition of William Hill PLC on April 22, 2021, we significantly expanded our online sports betting and iGaming presence.

We operate and conduct sports wagering across 28 jurisdictions in North America as of December 31, 2022.

Additionally, we operate regulated online real money gaming businesses in six jurisdictions in North America and continue to leverage the World Series of Poker (“WSOP”) brand, and license the WSOP trademarks for a variety of products and services.

Retail and Online Sports Betting and iGaming

We operate and conduct retail and online sports wagering across 31 jurisdictions in North America as of December 31, 2023.

In addition to our online poker operations, we operate iGaming in five jurisdictions in North America and continue to leverage the World Series of Poker (“WSOP”) brand and license the WSOP trademarks for a variety of products and services.

We offer hundreds of online casino games including slots, table games, live dealer and video poker and we expect to increase our product offerings as iGaming is legalized in additional states.

Extensive usage of digital platforms, continued legalization in additional jurisdictions, and growing bettor demand are driving the market for online sports betting platforms in the United States and the William Hill Acquisition positioned us to address this growing market.

On August 2, 2021, we launched our Caesars Sportsbook app on our owned and integrated technology platform we have labeled Liberty (“Liberty”).

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

We launched our Caesars Sportsbook app on our owned and integrated technology platform we have labeled Liberty (“Liberty”) in 2021.

The app offers extensive 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, MLB, and several individual teams, while being the exclusive odds provider for ESPN and CBS Sports.

We have 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.

In addition to the Caesars Sportsbook app, the Company and NYRABets LLC, the official online wagering platform of the New York Racing Association, Inc., launched the Caesars Racebook app.

The Caesars Racebook app operates in eight states and provides access for pari-mutuel wagering at over 300 racetracks around the world as well as livestreaming of races.

In addition to the Caesars Sportsbook app, the Company and NYRABets LLC, the official online wagering platform of the New York Racing Association, Inc., launched the Caesars Racebook app in 2022.

The Caesars Racebook app operates in 20 states and provides access for pari-mutuel wagering at over 300 racetracks around the world as well as livestreaming of races.

Additionally, we launched our new Caesars Palace Online Casino application in states and territories where we operate iGaming in 2023.

Wagers placed can earn credits towards the Caesars Rewards loyalty program or points which can be redeemed for free wagering credits.

No customers under 21 years old are allowed to wager on any of our Caesars Sportsbook, Caesars Racebook and iGaming mobile apps.

Growth in the Caesars Digital segment continues to be realized with the strategic expansion into new states as jurisdictions legalize retail and online sports betting and online horse race wagering.

Sports Brand Partnerships — Our strategy includes developing local and national partnerships that align our sportsbooks, casinos, resorts and brands with sports fans.

Sports Brand Partnerships — Caesars Sportsbook has partnerships with the NFL, NBA, NHL, MLB, and several individual teams.

We have 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.

Our strategy includes developing local and national partnerships that align our sportsbooks, casinos, resorts and brands with sports fans.

We have high-profile exclusive sports entertainment partnerships with the NFL, making Caesars the first-ever “Official Casino Sponsor” in the history of the league.

This historic partnership combines the NFL’s legendary events with our properties to bring unique experiences to Caesars’ patrons.

This historic partnership combines the NFL’s legendary events with our properties to bring unique experiences to our patrons.

This includes exclusive rights to use NFL trademarks to promote our properties and enabling Caesars to host exclusive special events and experiences.

Caesars expects to continue to host brand activations at prominent, high-profile NFL events, including the NFL Draft, NFL playoffs, and the Super Bowl during this multi-year partnership.

We expect to continue to host brand activations at prominent, high-profile NFL events, including the NFL Draft, NFL playoffs, and the Super Bowl during this multi-year partnership.

Food and Beverage Operations

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Management and Branding Arrangements

We earn revenue from fees paid for the management of domestic and international hotels and casinos.

We earn revenue from fees paid for the management of other hotels and casinos in North America.

Managed properties represent Caesars-branded properties where we provide certain staffing and management services under management agreements.

In addition, we authorize the use of certain brands and marks of Caesars Entertainment, Inc from which we earn revenue from fees received based on the arrangements.

In addition, we authorize the use of certain brands and marks of Caesars Entertainment, Inc.

from which we earn revenue from fees received based on the arrangements.

Entertainment and Other Non-Gaming Operations

We provide a variety of retail and entertainment offerings at our properties.

We operate various entertainment venues across the United States, including the Colosseum at Caesars Palace and Zappos Theater at Planet Hollywood.

These award-winning entertainment venues host or have announced plans to host, prominent headliners, such as Garth Brooks, Sting, Keith Urban and Miranda Lambert.

We operate various entertainment venues across the United States, including the Colosseum at Caesars Palace Las Vegas and Bakkt Theater at Planet Hollywood Resort & Casino.

These award-winning entertainment venues host or have announced plans to host, prominent headliners such as Garth Brooks, The Killers, Kelly Clarkson, Jerry Seinfeld, Shania Twain and Miranda Lambert.

The LINQ Promenade is an open-air dining, entertainment, and retail development located between The LINQ Hotel & Casino and Flamingo Las Vegas, which features The High Roller, a 550-foot observation wheel, and Fly LINQ, the first and only zipline on the Las Vegas Strip.

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Economic Factors Impacting Discretionary Spending — Gaming and other leisure activities we offer represent discretionary expenditures which may be sensitive to economic downturns.

The resurgence of the Omicron variant of COVID-19 continued to impact the beginning of the year, however, many of our properties experienced positive trends during much of the year ended December 31, 2022 including higher hotel occupancy and rates, particularly in Las Vegas, and increased gaming and food and beverage volumes coupled with improved product mix.

During 2021, mandates and restrictions on maximum capacities and amenities available were eased, discretionary consumer spending was supplemented via governmental stimulus, and pent-up consumer demand from the prolonged impact of COVID-19 resulted in strong results across our properties.

The resurgence of the Omicron variant of COVID-19 continued to impact the beginning of 2022, however, many of our properties experienced positive trends during much of the year ended December 31, 2022 including higher hotel occupancy and rates, particularly in Las Vegas, and increased gaming and food and beverage volumes coupled with improved product mix.

We continue to monitor the effects of recent inflation and the possible implications on certain customers most affected by lower discretionary income.

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We evaluate projected changes in interest rates when entering into borrowing arrangements and manage our mix of fixed versus variable debt.

We continue to manage the prolonged impact of COVID-19 on the economy, our industry and our Company, with challenges arising at times from labor shortages, supply chain disruptions, increased costs of goods and services, among other impacts.

We continue to manage the economic challenges affecting our industry and our Company that arise including labor shortages, higher labor costs, supply chain disruptions, increased costs of goods and services, among other impacts.

Further discussion of the effects of these trends are described throughout this Form 10-K.

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The market for online betting platforms is being driven by the increased use of digital processes and global, growing bettor demand.

We anticipate that the United States market will begin to have a strong and steady uptake in active

wagers as state-by-state legislation in the United States continues to evolve resulting in new opportunities in the United States sports betting market.

The extent and future effects of online betting and gaming on our casino properties is uncertain but we expect that our online betting and gaming offering will be complementary to our brick-and-mortar casino business.

We anticipate that the United States market will continue to have a strong and steady uptake in active wagers as state-by-state legislation in the United States continues to evolve resulting in new opportunities in the United States sports betting market.

The extent and future effects of online betting and gaming on our casino properties is uncertain but we expect that our online betting and gaming offerings will be complementary to our brick-and-mortar casino business.

The casino entertainment business is highly competitive.

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In most regions, we compete directly with other casino facilities operating in the immediate and surrounding areas.

There has been increased competition from openings of newly developed casinos and plans of development in certain regions, as well as increased competition from recent legalization of casino gambling and sports betting in states such as Nebraska.

In Las Vegas, our largest jurisdiction, competition is expected to increase in the coming years.

In response to changing trends, Las Vegas operators have been focused on expanding their non-gaming offerings, including upgrades to hotel rooms, new food and beverage offerings, and new entertainment offerings.

There have also been proposals for other large scale gaming and non-gaming development projects in Las Vegas by various other developers.

There have also been openings and proposals for other large scale gaming and non-gaming development projects in Las Vegas by various other developers.

Our Las Vegas Strip hotels and casinos also compete, in part, with each other.

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Rewards Programs

We believe Caesars Rewards, with a network of more than 60 million people, enables us to compete more effectively and capture a larger share of our customers’ entertainment spending when they travel among regions or engage in online wagering and gaming versus that of a standalone property, which is core to our cross-market strategy.

Caesars Rewards members earn Reward Credits for qualifying gaming activities, including sports betting, online gaming and wagering in the Caesars Sportsbook and Caesars Racebook apps.

We believe Caesars Rewards, one of the largest loyalty programs, enables us to compete more effectively and capture a larger share of our customers’ entertainment spending when they travel among regions or engage in online wagering and gaming versus that of a standalone property, which is core to our cross-market strategy.

Caesars Rewards members earn Reward Credits for qualifying gaming activities, including sports betting, online gaming and iGaming apps and wagering in the Caesars Sportsbook and Caesars Racebook apps.

Members also earn Reward Credits for qualifying hotel, dining and retail spending at all Caesars Entertainment destinations in the United States and Canada.

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Members can redeem their earned Reward Credits for those same experiences.

Caesars Rewards is a tier based loyalty program (designated as Gold, Platinum, Diamond, Diamond Plus, Diamond Elite or Seven Stars), each with increasing benefits and privileges.

Members are provided promotional offers based on their tier level, their retail and gaming engagement at Caesars Entertainment destinations, and their preferred spending choices outside of gaming.

Member information is also used in connection with various marketing promotions, including campaigns involving direct mail, email, our websites, mobile devices, social media, and interactive slot machines.

Caesars Rewards is structured by member tier level (designated as Gold, Platinum, Diamond, Diamond Plus, Diamond Elite or Seven Stars) and member value.

This structure allows a member to progressively access the full range of benefits available across our portfolio of destinations as they progress through tier levels.

Caesars Rewards is designed to cultivate a gratifying and frictionless relationship with our customers, motivating members to enhance both their frequency of visits and expenditures.

Additionally, member data is utilized in conjunction with diverse marketing promotions.

This includes campaigns spanning direct mail, email, our websites, mobile devices, social media, and interactive slot machines.

Intellectual Property and Resources

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We own or have the right to use proprietary rights to a number of trademarks that we consider, along with the associated name recognition, to be valuable to our business, including Eldorado, Silver Legacy, Isle, Lady Luck, Tropicana, Circus Circus, Caesars, Flamingo, Harrah’s, Horseshoe, Paris, Planet Hollywood, Caesars Rewards, Caesars Sportsbook, William Hill and WSOP.

As of December 31, 2022, our Caesars Sportsbook app is powered by our Liberty platform in 20 mobile sports betting jurisdictions.

As of December 31, 2023, our Caesars Sportsbook app is powered by our Liberty platform.

The Liberty platform resulted in a significant upgrade to our user interface and significant product upgrades including numerous pre-match and live markets, extensive odds and flexible limits, player props, and same-game parlays.

Our Liberty platform also integrates customers with the Caesars Rewards loyalty program.

We continue to use legacy sportsbook and iGaming platforms in certain states.

In addition to the Caesars Sportsbook app, we and NYRABets LLC, the official online wagering platform of the New York Racing Association, Inc., launched the Caesars Racebook app.

In addition, we and NYRABets LLC, the official online wagering platform of the New York Racing Association, Inc., have launched the Caesars Racebook app in more than 20 jurisdictions.

The Caesars Racebook app provides access for pari-mutuel wagering at over 300 racetracks around the world.

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Industry Overview

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See also Exhibit 99.1, “Gaming Overview,” to this Annual Report on Form 10-K, which is incorporated herein by reference.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See also Exhibit 99.1, “Gaming and Regulatory Overview,” to this Annual Report on Form 10-K, which is incorporated herein by reference.

We believe that business at our regional properties outside of Las Vegas is subject to seasonality, including seasonality based on the weather in the region in which they operate and the travel habits of visitors.

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In addition to investigation and remediation liabilities that could arise under such laws and regulations, we could face personal injury, property damage, fines or other claims by third parties concerning environmental compliance, contamination or exposure to hazardous conditions.

Environmental regulatory violations also include monetary penalties assessed by the

jurisdictional regulatory agency and civil or criminal penalties for intentional negligence.

Environmental regulatory violations also include monetary penalties assessed by the jurisdictional regulatory agency and civil or criminal penalties for intentional negligence.

Occasionally and under certain circumstances, we have investigated and remediated (or contributed to remediation costs) contamination located at or near our facilities.

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Our ongoing investment in professional training and development, safety, health and wellbeing, and Team Member recognition linked to guest satisfaction are all important drivers of our success in delivering strong financial results and creating value for our communities.

We have approximately 49,000 employees at our domestic properties throughout our organization.

We have approximately 51,000 Team Members throughout our organization, excluding the Team Members of certain of our tribal partners.

Labor Relations

Approximately 21,000 of our employees are covered by collective bargaining agreements with certain of our subsidiaries.

Approximately 24,000, or 47% of our Team Members, are covered by collective bargaining agreements with certain of our subsidiaries.

The majority of these employees in various job positions are covered by the following agreements:

Employee Group Approximate Number of Active Employees Represented Union Date on which Collective Bargaining Agreement Becomes Amendable

Las Vegas Culinary Employees 10,000 Culinary Workers Union, Local 226 May 31, 2023

Las Vegas Culinary Employees 11,000 Culinary Workers Union, Local 226 September 30, 2028

Atlantic City Food & Beverage and Hotel Employees 5,400 UNITE HERE, Local 54 May 31, 2026

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Las Vegas Teamsters 1,100 Teamsters, Local 986 March 31, 2024

Las Vegas Bartenders 1,100 Bartenders Union, Local 165 May 31, 2023

Las Vegas Bartenders 1,300 Bartenders Union, Local 165 September 30, 2028

____________________

* The agreement is currently under negotiation.

Hiring and Development

We aim to support Team Members throughout their career with Caesars.

We’re committed to providing opportunities to help Team Members achieve their professional goals.

We are committed to providing opportunities to help Team Members achieve their professional goals.

We maintain a wide range of channels for diverse recruiting, including outreach to academic institutions and nonprofits that help us source diverse candidates.

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To evaluate our Team Member experience and our retention efforts, we monitor a number of Team Member measures, such as turnover rates and Team Member satisfaction.

In 2021, we implemented new Team Member experience surveys to help us further understand the drivers of engagement and areas where we can improve.

These surveys are completed on a regular basis alongside additional surveys targeted at specific events within a Team Member cycle, including new hires, anniversary milestones and exit inquiries.

We send out Team Member experience surveys to help us further understand the drivers of engagement and areas where we can improve.

These surveys are completed on a regular basis alongside additional surveys targeted at specific events within a Team Member cycle such as new hire onboarding and exit inquiries.

Our compensation and benefits programs are designed to attract, retain and motivate our Team Members.

In addition to competitive salaries and wages, we provide a variety of short-term, long-term and incentive-based compensation programs to reward performance relative to key metrics relevant to our business.

We offer comprehensive benefit options including, but not limited to, retirement savings plans, health insurance coverage (including medical, mental health, dental, vision and pharmacy), parental leave, educational assistance, training opportunities, company-paid life insurance and an employee assistance program.

We place utmost importance on creating a safe workplace for our Team Members, embedding procedures so that all our Team Members have the awareness, knowledge and tools to make safe working a habit.

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This program has demonstrated improved health metrics for participating Team Members and their covered family members helping reduce the cost of healthcare for Team Members and for the Company.

Effective in 2022, we consolidated our group health plans and made significant enhancements to our offerings and wellness program including a wide range of affordable options, mental health initiatives and expanded onsite and virtual primary care clinics across the US.

We continue to make enhancements to our offerings and wellness programs with a wide range of affordable options, mental health initiatives and onsite primary care clinics across the US.

Diversity, Equity and Inclusion

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We publish our DEI data in our annual CSR report (described below).

We set targets to increase the representation of women and people of color in leadership roles (supervisory and above).

We set goals to increase the representation of women and people of color in leadership roles (supervisory and above).

Our 2025 goals outlined 50% of management roles to be held by women in both the mid-level and senior leadership populations, and 50% of leadership roles to be held by people of color.

We also committed to increase the representation of people of color in senior leadership roles by 50%.

As of year-end, 45% of mid-level roles and 30% of senior leadership roles in the Company are held by women.

Additionally, 43% of leadership roles are held by people of color and the representation of people of color in senior leadership positions has increased by 106%.

As of December 31, 2023, 45% of mid-level roles and 29% of senior leadership roles in the Company were held by women.

Additionally, 44% of leadership roles were held by people of color and the representation of people of color in senior leadership positions has increased by 116% since October 2020.

Corporate Social Responsibility

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The Board and our executive management are committed to being an industry leader in CSR (which includes diversity, equity and inclusion, social impact, and environmental sustainability).

In 2022, the Board and our leadership continued to engage with our CEO-level external CSR Advisory Board comprised of experts representing DEI, business strategy, academia and investors, and used their guidance to confirm our CSR priorities.

In 2023, the Board and our leadership continued to engage with our CEO-level external CSR Advisory Board comprised of experts representing DEI, sustainability, business strategy, academia and investors, and used their guidance to confirm our CSR priorities.

These priorities are reflected in our 14th annual CSR report, published in 2023 in accordance with Global Reporting Initiative Standards.

CSR Committee of the Board

Caesars’ Board has a CSR committee that defines the duties and responsibilities of the Board in supporting delivery of our corporate purpose and CSR strategy as well as CSR-related aspects of corporate governance such as Board diversity.

Caesars’ Board has a CSR committee that defines the duties and responsibilities of the Board in supporting delivery of our corporate purpose and CSR strategy.

Code of Commitment

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Our PEOPLE PLANET PLAY strategy defines how we meet the obligations of our Code of Commitment and is aligned with global priorities articulated by the United Nations as the Sustainable Development Goals.

PEOPLE PLANET PLAY establishes multi-year targets in key areas of impact, including science-based greenhouse gas emissions-reduction, formally approved by the Science Based Targets Initiative (“SBTi”), aligning with global best practices on climate change action.

In early 2022, we conducted a comprehensive CSR assessment to evaluate our assumptions.

We also used the assessment period to review our business transformations following the COVID-19 pandemic, along with expectations related to social justice and CSR.

PEOPLE PLANET PLAY establishes multi-year targets in key areas of impact, including science-based greenhouse gas emissions-reduction goals aligning with global best practices on climate change action.

In 2022, we conducted a comprehensive CSR assessment to evaluate our

With the help of an external specialist, our assessment gathered input from internal and external stakeholders, reviewed multiple industry and environmental, social and governance (“ESG”) disclosures, standards and frameworks and yielded 21 material topics.

This process allowed us to reassess the role our business plays in society, the way we impact people and the environment and the needs of our stakeholders.

Our materiality assessment is available on our website at www.investor.caesars.com within the ESG resource hub on our Corporate Social Responsibility page.

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For more than thirty years, Caesars has maintained its Responsible Gaming (“RG”) program.

We train tens of thousands of Team Members each year and a cadre of RG Ambassadors throughout our properties to identify guests in need of assistance and provide support.

We train tens of thousands of Team Members each year and a cohort of RG Ambassadors throughout our properties to identify guests in need of assistance and provide support.

In recent years, Caesars has contributed to the National Center for Responsible Gaming, the National Council on Problem Gaming and other state programs to help advance responsible practices in the gaming industry.

Caesars Digital also maintains responsible gaming programs tailored to each state in which it operates and offers users in-application RG tools such as time on device restrictions and wagering limits.

Caesars Digital also maintains responsible gaming programs tailored to each state in which it operates, participates in Caesars’ overarching Responsible Gaming program, and offers users in-application RG tools such as time on device restrictions and wagering limits.

No customers under 21 years old are allowed to wager on any of our Caesars Sportsbook, Caesars Racebook and iGaming mobile apps.

Caesars maintains a comprehensive risk-based Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) program.

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Caesars’ internal AML Policy, Know Your Customer Policy and BSA Identification Policy outline the Caesars AML Program and set the minimum standards for the related procedures and internal controls of the Caesars casino affiliates.

Employees are required to complete annual trainings related company policies, including AML.

Certain employees are required to complete annual trainings related company policies, including AML.

Caesars also maintains a Code of Ethics and Business Conduct (the “Code”) that includes standards designed to deter wrongdoing and to promote, amongst other standards, honest and ethical conduct and full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission.

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Identifying, assessing, and managing the risks and opportunities therefore plays a vital role in our long-term strategic thinking on climate and water, and how we approach our CSR goals.

We adopted Science Based Targets (“SBTs”) as part of our strategy to reduce our environmental impact.

These targets, approved to be in line with well below 2 degrees Celsius per SBTi, are (i) reducing absolute Scope 1 and 2 GHG emissions by 35% by 2025, and 100% by 2050, from a 2011 base-year and (ii) having 60% of suppliers by spend institute science-based GHG reduction targets for their operations by 2023.

In 2023, we expect to establish a new baseline to reaffirm GHG emission reduction goals as a combined company, while increasing our ambition to meet a 1.5-degree reduction target.

We modeled our GHG emissions data to create an estimate for 2018 and prior years back to 2011.

This enabled us to compare our progress against our SBTs using actual data against a modeled 2011 base year.

Between 2011 and 2021, Caesars estimated a reduction in absolute Scopes 1 and 2 GHG emissions of 33.9%.

Caesars is pursuing renewable energy sources and low-carbon options, including on site solar developments.

Our long-term goals include a continued focus on energy efficiency and conservation as well as evaluating renewable energy supply opportunities for each of our properties in pursuit of our forthcoming SBTs.

Our goals are based in science as part of our strategy to reduce our environmental impact.

In 2023, we began the process to establish new goals to align with a 1.5-degree Celsius limit to global warming, measured against a 2019 base-year and we expect to announce our new goals in 2024.

Our existing GHG targets, established in 2018 to be in line with SBTi’s guidance to achieve a level of decarbonization required to keep global temperature increase below 2 degrees Celsius, are (i) reducing absolute Scope 1 and 2 GHG emissions by 35% by 2025, and 100% by 2050, from a 2011 base-year and (ii) having 60% of suppliers by spend institute science-based GHG reduction targets for their operations by 2023.

Between 2011 and 2022, Caesars estimated a reduction in absolute Scopes 1 and 2 GHG emissions of 41.8%, thereby achieving our interim Scope 1 and 2 reduction target ahead of schedule.

We fell short of our supplier engagement goal;

however, in 2023 we revisited our Scope 3 emissions and intend to set an absolute reduction target in 2024 as part of our new GHG goals that better align with a 1.5-degree Celsius pathway.

To achieve our goals, we have taken initiatives such as pursuing renewable energy sources and low-carbon options, including on site solar developments.

For example, we have contracts to purchase energy from solar covered parking canopies recently completed at two Atlantic City properties and we installed solar covered parking at Harrah’s Pompano Beach.

Our long-term goals include a continued focus on energy efficiency and conservation as well as evaluating renewable energy supply opportunities for each of our properties.

We voluntarily participate in the CDP (formerly the Carbon Disclosure Project), an international nonprofit that runs a global disclosure system for investors, companies, and regions to manage their environmental impacts.

In 2022, Caesars achieved A-List status for both climate change and water security and in 2021 earned a spot on the Supplier Engagement Leaderboard from CDP.

Less than 3% of companies assessed by CDP in 2022 made the A List for either climate change or water security.

In 2023, Caesars scored an A-for water security and a B for climate change.

Approximately 2% of companies assessed by CDP in 2023 made the A List for either climate change or water security.

We are engaged in extensive waste reduction efforts across our facilities, including recycling, food donation, and manure composting.

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During 2023, our Team Members volunteered over 82,000 hours through the HERO program.

Many of our community partners are long-term collaborations.

For example, in 2022 we celebrated the 20 th anniversary of our partnership with Meal on Wheels America working together to combat the issues of senior hunger and isolation.

We also implemented an expanded partnership with Boys and Girls Club of America supported by a $500,000 grant from the Caesars Foundation to support the mission of enabling young people to reach their full potential as productive, caring, responsible citizens.

We focus on multi-faceted support of our non-profit partners.

For example, in 2023 we demonstrated our commitment to the mission of Boys & Girls Clubs of America through regional giving to local Clubs, HERO volunteering, hosting fundraising events, collecting customer donations through Caesars Makes Change, in addition to providing several Caesars Foundation grants at the national and local levels, all totaling nearly $1 million in value to the organization and the communities where we operate.

We seek to encourage DEI dialogue in our communities as part of our advocacy approach to raise awareness.

In 2022, we hosted a DEI Summit bringing together corporate and nonprofit partners and suppliers in supporting and promoting efforts to advance DEI initiatives.

The Summit included several educational sessions, keynotes and panel discussions led by notable DEI leaders and practitioners, as well as a panel discussion involving diverse suppliers.

In 2023, we hosted our DEI Summit which bring together corporate partners, nonprofit partners, advocacy groups and suppliers in supporting and promoting efforts to advance DEI initiatives.

The Summit included several educational sessions and panel discussions led by notable DEI leaders and practitioners.

Available Information

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Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results, trends and other information that is not historical information.

When used in this report, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward-looking statements.

Specifically, forward-looking statements may include, among others, statements concerning:

• projections of future results of operations or financial condition;

• expectations regarding our business and results of operations of our existing casino properties and online betting and gaming activities and prospects for future development;

• expectations regarding trends that will affect our markets and the gaming industry generally, including expansion of internet betting and gaming, and the impact of those trends on our business and results of operations;

• our ability to comply with the covenants in the agreements governing our outstanding indebtedness and leases;

• our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;

• expectations regarding availability of capital resources;

• our intention to pursue development opportunities and additional acquisitions and divestitures, and;

• the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects and operation of online sportsbook, poker and gaming.

Any forward-looking statements are based upon underlying assumptions, including any assumptions mentioned with the specific statements, as of the date such statements were made.

When used in this report, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions and their negative forms are intended to identify forward-looking statements.

These statements are made on the basis of management’s current views and assumptions regarding future events.

Forward-looking statements are based upon certain underlying assumptions, including any assumptions mentioned with the specific statements, as of the date such statements were made.

Such assumptions are in turn based upon internal estimates and analyses of market conditions and trends, management plans and strategies, economic conditions and other factors.

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Some of the contingencies and uncertainties to which any forward-looking statement contained herein are subject include, but are not limited to, the following:

• our sensitivity to reductions in discretionary consumer spending as a result of downturns in the economy and other factors outside our control;

• projections of future results of operations or financial condition;

• expectations regarding our business and results of operations of our existing casino properties and prospects for future development;

• the impact of economic trends, inflation and public health emergencies on our business and financial condition;

• expectations regarding trends that will affect our market and the gaming industry generally, including expansion of internet betting and gaming, and the impact of those trends on our business and results of operations;

• our ability to comply with the covenants in the agreements governing our outstanding indebtedness and leases;

• our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;

• expectations regarding availability of capital resources;

• our intention to pursue development opportunities and additional acquisitions and divestitures;

• the impact of the Data Incident (as defined below) and any other future cybersecurity breaches on our business, financial conditions and results of operations;

• factors impacting our ability to successfully operate our digital betting and iGaming platform and expand its user base;

• our ability to adapt to the very competitive environments in which we operate, including the online market;

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• the effect of seasonal fluctuations;

• our particular sensitivity to energy prices;

• our particular sensitivity to energy and water prices;

• deterioration in our reputation or the reputation of our brands;

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• our ability to protect our intellectual property rights;

• the extent and duration of the impact of COVID-19, inflation, supply chain challenges and labor shortages on the Company’s business, financial results and liquidity;

• our reliance on licenses to use the intellectual property of third parties and our ability to renew or extend our existing licenses;

• the effect of war, terrorist activity, acts of violence, natural disasters, public health emergencies and other catastrophic events;

• increased scrutiny and changing expectations regarding our environmental, social and governance practices and reporting;

• our reliance on key personnel and the intense competition to attract and retain management and key employees in the gaming industry;

• work stoppages and other labor problems;

• our ability to retain performers and other entertainment offerings on acceptable terms;

• other factors described in Part II, Item 1A.

“Risk Factors” contained herein and our reports on Form 10-Q and Form 8-K filed with the SEC.

“Risk Factors” contained herein and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.

In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.

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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 1. Business