What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-20 compared with 2023-02-22 · 522 added, 640 removed, 1272 unchanged (48% of the section changed)

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

and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flow for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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

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

Critical Audit Matters

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

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

Income Taxes – Valuation Allowance – Refer to Note 17 to the Financial Statements

Critical Audit Matter Description

The Company records income taxes under the asset and liability method, whereby deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The carrying amounts of deferred tax assets are reduced by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized.

The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets.

During the second quarter of 2023, the Company determined it was more likely than not that a portion of the federal and state deferred tax assets will be realized in the future.

As a result, the Company reversed the valuation allowance related to these deferred tax assets and recorded a net income tax benefit of $940 million.

We identified that management’s determination that a portion of the deferred tax assets will be realized as a critical audit matter because of the significant management judgements in assessing the available positive and negative evidence that sufficient taxable income will be generated.

This required a higher degree of auditor judgement and an increased extent of effort, including the need to involve our income tax specialists, when performing procedures to evaluate the reasonableness of managements estimates of future taxable income.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to managements determination that in the current year it is more likely than not that sufficient future taxable income will be generated included the following, among others;

• We tested the effectiveness of managements controls over:

◦ Judgements and estimates related to the realization of deferred tax assets.

◦ The determination of whether it is more likely than not that sufficient income will be generated in the future to realize the deferred tax assets.

• With the assistance of our tax specialists, we performed the following:

◦ Evaluated the reasonableness of methods, assumptions, and judgements used by management to determine whether a reversal of their valuation allowance was appropriate.

◦ Evaluated management’s assessment and weighting of the positive and negative evidence used to conclude if a valuation allowance was necessary.

◦ Evaluated the realizability of deferred tax assets, including the application of tax laws and the projections of future income.

◦ Evaluated whether the estimates of future taxable income were consistent with evidence obtained in other areas of the audit.

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

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

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

The Company determines the estimated fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation and amortization (“EBITDA”), valuation multiples, and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general.

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

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

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

The Company determines the established fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), valuation multiples, and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, considering the prevailing borrowing rates within the casino industry in general, and expected sales proceeds.

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

Indefinite-lived intangible assets consist primarily of trademarks, Caesars Rewards, and gaming rights.

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

The Company performed its annual impairment assessment as of October 1, 2023.

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

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

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

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

In addition, the selection of discount rates involved a higher degree of auditor judgment and subjectivity as well as an increased level of audit effort, including the involvement of valuation specialists.

The Company’s goodwill balance was $10,990 million as of December 31, 2023 of which we identified:

(1) $1.3 billion and $105 million was related to two reporting units in the Las Vegas segment and one reporting unit in the Regional segment, respectively, had estimated fair values that did not significantly exceed their carrying values and (2) $1.2 billion related to one Reporting Unit in the Caesars Digital segment which had an increased level of sensitivity with management forecasts and selected discount rate and valuation multiples.

The Company’s indefinite-lived intangibles balance was $3,577 million as of December 31, 2023, of which trademarks totaling $254 million and $523 million in the Las Vegas and Corporate segments, respectively, had estimated fair values that did not significantly exceed their carrying values.

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

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

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

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

1) comparing the forecasts to information included in the Company’s communications to the Board of Directors, gaming industry reports, and analyst reports for the Company and certain of its peer companies;

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

• We tested the effectiveness of the Company’s internal controls over valuation inputs including management’s forecasts and the selection of discount rates and valuation multiples.

• We evaluated management’s ability to accurately forecast by comparing management’s historical projections to actual performance.

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

◦ Comparing forecasts to information included in the Company’s communications to the Board of Directors, projected information in industry reports, and analyst reports for the Company and peer companies.

◦ Conducting inquiries with property management.

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

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

• With the assistance of our valuation specialists, we evaluated the discount rates selected by management, including assessing the impact of the uncertainty in the forecasts on the discount rates, testing the market-based source information underlying the selection of the discount rates and the mathematical accuracy of the discount rate calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.

◦ Considering the impact of changes in the competitive, regulatory, and economic environment on management’s projections.

◦ Assessing the reasonableness of strategic plans incorporated by management into the projections.

◦ Evaluating management’s estimate and the impact of any related expansion of gaming activities by analyzing historical information.

• With the assistance of our valuation specialists, we evaluated the discount rates selected by management by:

◦ Assessing the impact of the uncertainty in the forecasts on the discount rates, including testing the underlying market-based source information used in the selection of the discount rates and the mathematical accuracy of the discount rate calculations.

◦ Developing a range of independent estimates and comparing those to discount rates selected by management.

/s/ DELOITTE & TOUCHE LLP

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CONSOLIDATED BALANCE SHEETS

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

2022 December 31,

(Dollars in millions, except par value) 2023 2022

CURRENT ASSETS:

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Prepayments and other current assets 264 263

Assets held for sale — 3,771

Total current assets 2,045 2,102

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Property and equipment, net 14,756 14,598

Gaming rights and other intangibles, net 4,714 4,920

Goodwill 10,990 11,004

Other assets, net 1,015 1,312

Intangible assets other than goodwill

Deferred tax asset

Other long-term assets, net 848 1,015

Total assets $ 33,366 $ 33,527

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Current portion of long-term debt 65 108

Liabilities related to assets held for sale — 2,680

Total current liabilities 2,690 2,668

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Long-term debt 12,224 12,659

Deferred income taxes 987 1,111

Deferred tax liability

Other long-term liabilities 871 852

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Common stock, $ 0.00001 par value, 500,000,000 shares authorized, 215,800,650 and 214,671,754 issued and outstanding, net of treasury shares

Paid-in capital 6,953 6,877

Additional paid-in capital

Accumulated deficit ( 2,523 ) ( 3,309 )

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2023 2022 2021

NET REVENUES:

Casino $ 6,367 $ 5,997 $ 5,827

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Net revenues 11,528 10,821 9,570

OPERATING EXPENSES:

Casino 3,342 3,526 3,129

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Depreciation and amortization 1,261 1,205 1,126

Transaction and other costs 14 144 270

Transaction and other costs, net

( 13 ) 14 144

Total operating expenses 9,056 9,082 8,110

Operating income (loss) 1,739 1,460 ( 383 )

Operating income

2,472 1,739 1,460

OTHER EXPENSE:

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Loss from continuing operations before income taxes ( 60 ) ( 565 ) ( 1,269 )

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

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

Benefit for income taxes

Income (loss) from continuing operations, net of income taxes

828 ( 524 ) ( 986 )

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

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

Net income (loss)

828 ( 910 ) ( 1,016 )

Net (income) loss attributable to noncontrolling interests ( 42 ) 11 ( 3 )

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

Net loss per share - basic and diluted:

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

Net income (loss) attributable to Caesars

$ 786 $ ( 899 ) $ ( 1,019 )

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

Basic income (loss) per share from continuing operations

$ 3.65 $ ( 2.39 ) $ ( 4.69 )

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

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

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

Basic income (loss) per share

$ 3.65 $ ( 4.19 ) $ ( 4.83 )

Diluted income (loss) per share from continuing operations

$ 3.64 $ ( 2.39 ) $ ( 4.69 )

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

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

Diluted income (loss) per share

$ 3.64 $ ( 4.19 ) $ ( 4.83 )

Weighted average basic shares outstanding 215 214 211

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(In millions) 2023 2022 2021

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

Net income (loss)

$ 828 $ ( 910 ) $ ( 1,016 )

Foreign currency translation adjustments 1 34 ( 45 )

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Other comprehensive income, net of tax 5 55 1

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

Comprehensive income (loss)

833 ( 855 ) ( 1,015 )

Amounts attributable to noncontrolling interests:

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Comprehensive (income) loss attributable to noncontrolling interests ( 42 ) 12 ( 2 )

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

Comprehensive income (loss) attributable to Caesars

$ 791 $ ( 843 ) $ ( 1,017 )

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

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Preferred Stock Common Stock Treasury Stock

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

(In millions) Shares Amount Shares Amount Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income Amount Noncontrolling Interests

Total Stockholders' Equity

Balance, January 1, 2021 — $ — 208 $ — $ 6,382 $ ( 1,391 ) $ 34 $ ( 9 ) $ 18 $ 5,034

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

Net loss — — — — — ( 1,757 ) — — ( 1 ) ( 1,758 )

Shares issued to Former Caesars shareholders — — 62 — 2,381 — — — — 2,381

Former Caesars replacement awards — — — — 24 — — — — 24

Other comprehensive income, net of tax — — — — — — 34 — 1 35

Net income (loss)

— — — — — ( 1,019 ) — — 3 ( 1,016 )

Other comprehensive income (loss), net of tax

— — — — — — 2 — ( 1 ) 1

Shares withheld related to net share settlement of stock awards — — — — ( 44 ) — — — — ( 44 )

Acquired noncontrolling interests — — — — ( 18 ) — — — 18 —

Other — — — — 7 — — — — 7

Transactions with noncontrolling interests

— — — — — — — — 41 41

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

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

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

Net income (loss) — — — — — ( 1,019 ) — — 3 ( 1,016 )

Other comprehensive income, net of tax — — — — — — 2 — ( 1 ) 1

— — — — — ( 899 ) — — ( 11 ) ( 910 )

Other comprehensive income (loss), net of tax

— — — — — — 56 — ( 1 ) 55

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

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Stock-based compensation — — 1 — 104 — — — — 104

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

— — — — — 786 — — 42 828

Other comprehensive income, net of tax — — — — — — 5 — — 5

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CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Loss from discontinued operations 386 30 20

Net income (loss)

$ 828 $ ( 910 ) $ ( 1,016 )

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

Discontinued operations, net of income taxes — 386 30

Depreciation and amortization 1,261 1,205 1,126

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Provision for doubtful accounts 41 25 26

Deferred revenue ( 2 ) ( 4 ) ( 11 )

Loss on extinguishment of debt 200 85 236

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(Gain) loss on investments ( 5 ) 54 107

Stock compensation expense 101 82 79

(Gain) loss on sale of businesses and disposal of property and equipment 5 11 ( 7 )

Stock-based compensation expense

Loss on sale of businesses and disposal of property and equipment

Impairment charges 95 108 102

(Benefit) provision for deferred income taxes ( 41 ) ( 283 ) 176

Deferred income taxes

( 888 ) ( 41 ) ( 283 )

(Gain) loss on derivatives — ( 73 ) 127

Foreign currency transaction gain — — ( 21 )

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

Other non-cash adjustments to net (income) loss

( 40 ) ( 57 ) ( 8 )

Change in operating assets and liabilities:

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Accounts payable, accrued expenses and other liabilities 10 ( 82 ) 482

Other 1 1 ( 4 )

Net cash provided by (used in) operating activities 993 1,199 ( 561 )

Net cash provided by operating activities

1,809 993 1,199

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment, net ( 952 ) ( 520 ) ( 164 )

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

Purchase of property and equipment

( 1,264 ) ( 952 ) ( 520 )

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

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Repayments of long-term debt and revolving credit facilities ( 6,106 ) ( 2,738 ) ( 1,977 )

Proceeds from sale-leaseback financing arrangement — — 3,224

Financing obligation payments ( 8 ) ( 3 ) ( 5 )

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Taxes paid related to net share settlement of equity awards ( 27 ) ( 27 ) ( 45 )

Payments to acquire ownership interest in subsidiary ( 66 ) — —

Contributions from noncontrolling interest owners

Distributions to noncontrolling interest ( 3 ) ( 3 ) ( 2 )

Net cash provided by (used in) financing activities ( 1,282 ) ( 1,141 ) 10,641

Net cash used in financing activities

( 713 ) ( 1,282 ) ( 1,141 )

Years Ended December 31,

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Effect of foreign currency exchange rates on cash — ( 29 ) 32

Increase (decrease) in cash, cash equivalents and restricted cash ( 718 ) ( 2,259 ) 4,063

Decrease in cash, cash equivalents and restricted cash

( 160 ) ( 718 ) ( 2,259 )

Cash, cash equivalents and restricted cash, beginning of period 1,303 2,021 4,280

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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid $ 2,010 $ 1,923 $ 892

Income taxes (refunded) paid, net 22 9 ( 7 )

Cash interest paid for debt $ 846 $ 805 $ 831

Cash interest paid for rent related to financing obligations 1,286 1,205 1,092

Income taxes paid, net

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Payables for capital expenditures 169 145 100

Exchange for sale-leaseback financing obligation

Convertible notes settled with shares — — 440

Land contributed to joint venture — — 61

Shares issued to Former Caesars shareholders — — 2,381

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

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in 2017, Tropicana Entertainment, Inc.

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

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

See below for further discussion of the William Hill Acquisition.

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

The Company’s ticker symbol on the NASDAQ Stock Market is “CZR”.

The Company owns, leases, brands or manages an aggregate of 52 domestic properties in 18 states with approximately 51,300 slot machines, video lottery terminals and e-tables, approximately 2,700 table games and approximately 44,700 hotel rooms as of December 31, 2023.

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

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

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

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

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

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

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

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

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

The Company operates and conducts sports wagering across 31 jurisdictions in North America, 25 of which offer online sports betting, and operates iGaming in five jurisdictions in North America.

In addition, the Company has 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.

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

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

The Company has made significant investments into the interactive business in recent years with, among other investments, the William Hill Acquisition, strategic expansion into new markets as legalization permits, and marketing campaigns with distinguished actors, former athletes and media personalities promoting the Caesars Sportsbook app.

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

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

William Hill Acquisition

On September 30, 2020, the Company announced that it had reached an agreement with William Hill PLC on the terms of a recommended cash acquisition pursuant to which the Company would acquire the entire issued and to be issued share capital (other than shares owned by the Company or held in treasury) of William Hill PLC, in an all-cash transaction.

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

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

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

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

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

Basis of Presentation

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

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

Consolidation of Subsidiaries and Variable Interest Entities

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

Our Financial Statements include the accounts of Caesars Entertainment, Inc.

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

See Note 2 for policy on consolidation of subsidiaries.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies

Additional significant accounting policy disclosures are provided within the applicable Notes to the Financial Statements.

Consolidation of Subsidiaries and Variable Interest Entities

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

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

Developments Related to COVID-19

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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies

Additional significant accounting policy disclosures are provided within the applicable Notes to the Financial Statements.

Cash and Cash Equivalents

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A money market fund is a mutual fund whose investments are primarily in short-term debt securities designed to maximize current income with liquidity and capital preservation, usually maintaining per share net asset value at a constant amount, such as one dollar.

Cash and cash equivalents also include cash maintained for gaming operations.

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

Cash and cash equivalents also include cash maintained for gaming operations.

Restricted Cash

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

Restricted cash includes cash equivalents held in certificates of deposit accounts or money market type funds, that are not subject to remeasurement on a recurring basis, which are restricted under certain operating agreements or restricted for future capital expenditures in the normal course of business.

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

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Recently Issued Accounting Pronouncements

Pronouncements Implemented in 2022

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

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

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

Pronouncements to Be Implemented in Future Periods

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “ Income Taxes:

Improvements to Income Tax Disclosures, ” which requires disaggregated information about an entity’s effective tax rate reconciliation as well as information on income taxes paid.

These updates apply to all entities subject to income taxes and will be effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

Updates will be applied on a prospective basis with the option to apply the standard retrospectively.

We do not expect the amendments in this update to have a material impact on our Financial Statements.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting:

Improvements to Reportable Segment Disclosures, ” which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis.

This guidance is effective for years beginning after December 15, 2023, and interim period within years beginning after December 15, 2024.

Early adoption is permitted.

Amendments in this update should be applied retrospectively to all prior periods presented in the financial statements.

We do not expect the amendments in this update to have a material impact on our Financial Statements.

In October 2023, the FASB issued ASU 2023-06, “ Disclosure Improvements:

Codification Amendments In Response to the SEC’s Disclosure Update and Simplification Initiative,” to clarify or improve disclosure and presentation requirements on a variety of topics and align the requirements in the FASB accounting standard codification with the Securities and Exchange Commission regulations.

This guidance is effective for the Company no later than June 30, 2027.

We do not expect the amendments in this update to have a material impact on our Financial Statements.

Acquisitions, Purchase Price Accounting and Pro forma Information

8 unchanged sentences

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

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

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Final Purchase Price Allocation

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

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

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

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Years Ended December 31,

(In millions) 2021 2020

(In millions) Year Ended December 31, 2021

Net revenues $ 9,696

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Consolidation of Horseshoe Baltimore

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

On July 10, 2023, the Company completed the acquisition of the remaining 24.2 % equity ownership in Horseshoe Baltimore, utilizing cash on hand, for a total of $ 66 million.

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

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The fair value of the gaming rights was determined using the excess earnings method, which is an income approach methodology that estimates the projected cash flows of the business attributable to the gaming license intangible asset, which is net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets.

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

Years Ended December 31,

(In millions) 2021 2020

Net revenues $ 9,693 $ 3,764

Net loss ( 1,049 ) ( 1,784 )

Net loss attributable to Caesars ( 1,056 ) ( 1,778 )

Merger with Caesars Entertainment Corporation

On July 20, 2020, the Merger was consummated and Former Caesars became a wholly-owned subsidiary of the Company.

The strategic rationale for the Merger includes, but is not limited to, the following:

• Creation of the largest owner, operator and manager of domestic gaming assets

• Diversification of the Company’s domestic footprint

• Access to iconic brands, rewards programs and new gaming opportunities expected to enhance customer experience

• Realization of significant identified synergies

The total purchase consideration for Former Caesars was $ 10.9 billion.

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In millions) Consideration

Cash consideration paid $ 6,090

Shares issued to Former Caesars shareholders (a)

Cash paid to retire Former Caesars debt 2,356

Other consideration paid 48

Total purchase consideration $ 10,875

____________________

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

Final Purchase Price Allocation

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

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

(In millions) Fair Value

Current and other assets $ 3,540

Property and equipment 13,096

Goodwill 9,064

Intangible assets (a)

Other noncurrent assets 710

Total assets $ 29,804

Current liabilities $ 1,771

Financing obligation 8,149

Long-term debt 6,591

Noncurrent liabilities 2,400

Total liabilities 18,911

Noncontrolling interests 18

Net assets acquired $ 10,875

____________________

(a) Intangible assets consist of gaming rights valued at $ 396 million, trade names valued at $ 2.1 billion, the Caesars Rewards programs valued at $ 523 million and customer relationships valued at $ 425 million.

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

Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Former Caesars acquisition make use of Level 3 inputs, such as expected cash flows and projected financial results.

The market approach indicates value for a subject asset based on available market pricing for comparable assets.

Trade receivables and payables and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the Former Caesars acquisition date.

Assets and liabilities held for sale are recorded at fair value, less costs to sell, based on the agreements reached as of the acquisition date, or an income approach.

Certain financial assets acquired were determined to have experienced more than insignificant deterioration of credit quality since origination.

A reconciliation of the difference between the purchase price of financial assets, including acquired markers, and the face value of the assets is as follows:

(In millions)

Purchase price of financial assets $ 95

Allowance for credit losses at the acquisition date based on the acquirer’s assessment

Discount attributable to other factors 2

Face value of financial assets $ 186

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

The market data is then adjusted for any significant differences, to the extent known, between the identified comparable sites and the site being valued.

The value of building and site improvements was estimated via the income approach.

Other personal property assets such as furniture, gaming and computer equipment, fixtures, computer software, and restaurant equipment were valued using the cost approach which is based on replacement or reproduction costs of the asset.

The cost approach is an estimation of fair value developed by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors:

physical deterioration, functional obsolescence, and/or economic obsolescence.

Non-amortizing intangible assets acquired primarily include trademarks, Caesars Rewards and gaming rights.

The fair value for these intangible assets was determined using either the relief from royalty method and excess earnings method under the income approach or a replacement cost market approach.

Trademarks and Caesars Rewards were valued using the relief from royalty method, which presumes that without ownership of such trademarks or loyalty program, the Company would have to make a stream of payments to a brand or franchise owner in return for the right to use their name or program.

By virtue of this asset, the Company avoids any such payments and records the related intangible value of the Company’s ownership of the brand name or program.

The acquired trademarks, including Caesars Rewards, are indefinite lived intangible assets.

Customer relationships are valued using an income approach, comparing the prospective cash flows with and without the customer relationships in place to estimate the fair value of the customer relationships, with the fair value assumed to be equal to the discounted cash flows of the business that would be lost if the customer relationships were not in place and needed to be replaced.

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

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

The fair value of the gaming rights was determined using the excess earnings or replacement cost methodology, based on whether the license resides in gaming jurisdictions where competition is limited to a specified number of licensed gaming operators.

The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the gaming license intangible asset, which is net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets.

The replacement cost of the gaming license was used as an indicator of fair value.

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

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

The final assignment of goodwill to reporting units has not been completed.

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

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

The fair value of the financing obligations was calculated as the net present value of both the fixed base rent payments and the forecasted variable payments plus the expected residual value of the land and building returned at the end of the expected usage period.

The Company recognized acquisition-related transaction costs of $ 30 million and $ 160 million for the years ended December 31, 2021, and 2020, respectively, in connection with the Merger.

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

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

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of Former Caesars as if it had occurred on January 1, 2019.

The pro forma amounts include the historical operating results of the Company and Former Caesars prior to the acquisition, with adjustments directly attributable to the acquisition.

The pro forma results include adjustments and consequential tax effects to reflect incremental depreciation and amortization expense to be incurred based on preliminary fair values of the identifiable property and equipment and intangible assets acquired, the incremental interest expense associated with the issuance of debt to finance the acquisition and the adjustments to exclude acquisition related costs incurred during the year ended December 31, 2020 as if incurred on January 1, 2019.

The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations of the combined company were, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In millions) Year Ended December 31, 2021

2 unchanged sentences

Net loss attributable to Caesars ( 1,056 )

Assets and Liabilities Held for Sale

Divestitures and Discontinued Operations

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

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Gains or losses associated with the disposal of assets held for sale are recorded within other operating costs, unless the assets represent a discontinued operation.

Held for sale - Sold

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

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

As a result, an impairment charge totaling $ 50 million was recorded during the year ended December 31, 2020 due to the carrying value exceeding the estimated net sales proceeds.

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

Rio, Baton Rouge, Evansville and MontBleu Divestitures

On October 2, 2023, the Company’s lease term related to certain assets of Rio All-Suite Hotel & Casino (“Rio”) ended and all operations were assumed by the lessor.

Rio was reported within the Las Vegas segment.

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

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

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

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

As a result, an impairment charge totaling $ 45 million was recorded during the year ended December 31, 2020 due to the carrying value exceeding the estimated net sales proceeds.

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

On April 6, 2021, the Company consummated the sale of the equity interests of MontBleu Casino Resort & Spa (“MontBleu”) to Bally’s Corporation for $ 15 million, resulting in a gain of less than $ 1 million.

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

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

On July 1, 2020, the Company consummated the sale of the equity interests of the entities that hold Lady Luck Casino Vicksburg (“Vicksburg”) and Isle of Capri Kansas City (“Kansas City”) to Bally’s Corporation (formerly Twin River Worldwide Holdings, Inc.) for $ 230 million resulting in a gain of $ 8 million.

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

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

Prior to their respective closing dates, Baton Rouge, Evansville and MontBleu did not meet the requirements for presentation as discontinued operations.

All properties were previously reported in the Regional segment.

The following information presents the net revenues and net income (loss) of previously held for sale properties, which were recently sold:

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following information presents the net revenues and net income (loss) of recent divestitures:

Year Ended December 31, 2023

(In millions) Baton Rouge

(In millions) Rio

Net revenues $ 145

Net loss ( 1 )

Year Ended December 31, 2022

(In millions) Baton Rouge Evansville MontBleu

(In millions) Rio

Net revenues $ 199 $ 6

Net income (loss)

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended December 31, 2021

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

(In millions) Rio

Baton Rouge Evansville MontBleu

Net revenues $ 205 $ 17 $ 58 $ 11

Net income (loss) 22 ( 2 ) 26 4

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

(In millions) Baton Rouge

Property and equipment, net 2

Other assets, net 1

Assets held for sale $ 6

Current liabilities $ 3

Other long-term liabilities 1

Liabilities related to assets held for sale $ 4

Held for sale - Discontinued operations

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

Discontinued operations

On July 20, 2020, the closing date of the merger between Eldorado Hotel Casino and Caesars Entertainment Corporation (the “Merger”), Harrah’s Louisiana Downs, Caesars Southern Indiana and Caesars UK Group, met held for sale criteria.

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

1 unchanged sentence

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

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

for $ 22 million.

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

On November 1, 2021, the Company consummated the sale of the equity interests of Harrah’s Louisiana Downs to Rubico Acquisition Corp.

for $ 22 million and proceeds were split between the Company and VICI Properties L.P., a Delaware limited partnership (“VICI”).

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

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

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

On September 3, 2021, the Company consummated the sale of the equity interests of Caesars Southern Indiana to the Eastern Band of Cherokee Indians (“EBCI”) for $ 250 million, resulting in a gain of $ 12 million.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

Investments in and Advances to Unconsolidated Affiliates

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

(“NeoGames”), a global leader of iLottery solutions and services to national and state-regulated lotteries, and other investments.

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

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

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

The Company has investments in unconsolidated affiliates accounted for under the equity method which are recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets.

Certain significant investments as of December 31, 2023 and 2022 are discussed below.

Pompano Joint Venture

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Additionally, Cordish will be responsible for the development of the master plan for the project with the Company’s input and will submit it for the Company’s review and approval.

In June 2021, the joint venture issued a capital call and we contributed $ 3 million, for a total of $ 4 million in cash contributions since inception of the joint venture.

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

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

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

1 unchanged sentence

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

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

As of December 31, 2023, the Company has contributed a total of $ 7 million in cash contributions since inception of the joint venture, which includes capital calls totaling $ 3 million each in October 2023 and June 2021 that the Company elected to participate in.

Additionally, the Company has contributed approximately 209 acres of land with a total fair value of approximately $ 69 million, which includes a contribution of 186 acres of land, with a fair value of $ 61 million, on February 12, 2021.

The Company has no further obligation to contribute additional real estate or cash.

During the year ended December 31, 2023, the Company recorded $ 64 million of income related to the investment, primarily due to the joint venture’s gain on the sale of a land parcel.

As of December 31, 2023 and 2022, the Company’s investment in the joint venture was $ 147 million and $ 80 million, respectively.

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

(“NeoGames”), a global leader of iLottery solutions and services to national and state-regulated lotteries, and other investments.

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

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

Property and Equipment

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All recognized impairment losses are recorded as operating expenses, unless the assets represent a discontinued operation.

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

See Note 4 for further discussion of impairment on assets held for sale.

See Note 4 for further discussion of impairment on assets previously held for sale.

Property and Equipment, Net

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The Company performs this assessment more frequently if impairment indicators exist.

We utilized an income approach using a discounted cash flow method to determine the fair value of our goodwill.

We utilized a combined income approach using a discounted cash flow method and a guideline public company method to determine the fair value of our goodwill.

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

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

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

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

Amortization is recorded using the straight-line method over the estimated useful life of the asset.

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Impairment charges are presented on the statements of operations.

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

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

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

As a result of the finalized and approved capital and operating plans and the completion of the annual impairment testing for the year ended December 31, 2023, the Company recognized impairment charges in our Regional segment.

These impairments were primarily due to a decrease in projected future cash flows at certain regional properties due increased competition.

The Company identified one reporting unit with an estimated fair value of the associated gaming rights below the carrying value and recorded an impairment of $ 81 million.

In addition, the Company identified one reporting unit with an estimated fair value below its carrying value and we recorded an impairment of $ 14 million to goodwill.

During the year ended December 31, 2022, the Company recognized impairment charges in our Regional segment related to goodwill and gaming rights totaling $ 78 million and $ 30 million, respectively, due to an increase in the related discount rates, which represents the higher required cost of capital as a result of the macroeconomic environment and projected outlook.

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

1 unchanged sentence

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

During the year ended December 31, 2020, the Company recognized impairment charges in our Regional segment related to goodwill and trade names totaling $ 100 million and $ 16 million, respectively, due to declines in recent performance and the expected impact on future cash flows as a result of COVID-19.

When assets are deemed to be held for sale, any associated intangible assets, including goodwill, are reclassified to Assets held for sale on our Balance Sheets (see Note 4).

Changes in Carrying Value of Goodwill by Segment

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$ 6,889 $ 3,093 $ 1,198 $ — $ 11,180

— 63 1,148 — 1,211

Other 16 ( 15 ) — — 1

Balance as of December 31, 2022

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— ( 104 ) — — ( 104 )

Impairment — ( 78 ) — — ( 78 )

Balance as of December 31, 2022

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$ 6,889 $ 3,093 $ 1,204 $ — $ 11,186

Other — — — — —

Balance as of December 31, 2023

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Purchase price allocation finalized in 2022.

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

(b) $ 1.0 billion of goodwill within our Regional segment is associated with reporting units with zero or negative carrying value.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Changes in Carrying Value of Intangible Assets Other than Goodwill

Changes in Carrying Amount of Intangible Assets Other than Goodwill

Amortizing Non-Amortizing Total

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Amortization expense ( 144 ) ( 187 ) — — ( 144 ) ( 187 )

— 575 — 43 — 618

Acquisition of gaming rights and trademarks 30 10 4 1 34 11

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Balance as of December 31 $ 946 $ 1,060 $ 3,577 $ 3,654 $ 4,523 $ 4,714

____________________

(a) See Note 3 for further detail.

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

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

December 31, 2023 December 31, 2022

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Fair Value Measurements

Items Measured at Fair Value on a Recurring Basis

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

(In millions) December 31, 2022

Level 1 Level 2 Level 3 Total

Marketable Securities

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In millions) December 31, 2021

Level 1 Level 2 Level 3 Total

Restricted cash $ 1 $ 1 $ — $ 2

Marketable securities 69 9 — 78

Derivative instruments - FX forward — 1 — 1

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

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

Derivative instruments - FX forwards — 16 — 16

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

Change in restricted investments using Level 3 inputs

(In millions) Level 3 Investment

Fair value of investment at December 31, 2020

Change in fair value 7

Acquisition of William Hill ( 51 )

Fair value of investment at December 31, 2021

Restricted Cash

The estimated fair values of the Company’s restricted cash are based upon quoted prices available in active markets (Level 1), or quoted prices for similar assets in active and inactive markets (Level 2) and represent the amounts the Company would expect to receive if the Company sold instruments classified as restricted cash.

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

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

Marketable Securities

Marketable securities consist primarily of trading securities held by the Company’s captive insurance subsidiary, deferred compensation plans and investments acquired in the William Hill Acquisition.

Marketable securities consist primarily of trading securities held by the Company’s captive insurance subsidiary and deferred compensation plans.

The estimated fair values of the Company’s marketable securities are determined on an individual asset basis based upon quoted prices of identical assets available in active markets (Level 1), quoted prices of identical assets in inactive markets, or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts the Company would expect to receive if the Company sold these marketable securities.

As of December 31, 2023 and 2022, the Company held $ 2 million in Level 1 securities and as of December 31, 2022 held an additional $ 2 million in Level 2 securities.

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

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

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

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

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

Derivative Instruments

The Company does not purchase or hold any derivative financial instruments for trading purposes.

Forward contracts

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

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Forward contracts

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

All forward contracts were settled as of July 1, 2022.

Interest Rate Swap Derivatives

We assumed Former Caesars’ interest rate swaps to manage the mix of assumed debt between fixed and variable rate instruments.

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

The Company assumed Caesars Entertainment Corporation’s interest rate swaps to manage the mix of assumed debt between fixed and variable rate instruments.

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

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

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

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

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

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

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Financial Statement Effect

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

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

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

AOCI reclassified to Interest expense on the Statements of Operations was $ 12 million for year ended December 31, 2022.

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

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

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

Other comprehensive income before reclassifications 9 35 — 44

Amounts reclassified from accumulated other comprehensive income 12 — — 12

Total other comprehensive income (loss), net of tax 47 ( 44 ) ( 1 ) 2

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

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

Other comprehensive income before reclassifications — 1 4 5

Amounts reclassified from accumulated other comprehensive income 12 — — 12

Total other comprehensive income, net of tax

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Accrued payroll and other related liabilities 283 283

Self-insurance claims and reserves (See Note 11)

Accrued taxes 202 195

Operating lease liability 50 49

Self-insurance claims and reserves (See Note 11 )

Disputed claims liability 26 26

Operating lease liability (See Note 10 )

Accrued marketing 23 20

Exit cost accrual 13 12

Other accruals 342 404

Total accrued other liabilities $ 1,848 $ 1,928

Disputed Claims Liability and Exit Cost Accrual

The disputed claims liability and exit cost accrual were assumed liabilities of Former Caesars.

The disputed claims liability represents certain remaining unsecured claims related to Former Caesars bankruptcy for which we have estimated the fair value of the remaining liability.

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

Disputed Claims Liability

The disputed claims liability represents certain remaining unsecured claims related to Caesars Entertainment Corporation’s bankruptcy assumed from the Merger for which we have estimated the fair value of the remaining liability.

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

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Operating Leases

We lease real estate and equipment used in our operations from third parties.

As of December 31, 2022, the remaining term of our operating leases ranged from 1 to 69 years with various extension options available, if we elect to exercise them.

However, our remaining terms only include extension options that we have determined are reasonably certain as of December 31, 2022.

In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts.

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

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

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

The Company leases real estate and equipment used in operations from third parties.

As of December 31, 2023, the remaining term of the Company’s operating leases ranged from 1 to 68 years with various extension options available, if the Company elects to exercise them.

However, the Company’s remaining terms only include extension options that we have determined are reasonably certain as of December 31, 2023.

In addition to minimum rental commitments, certain of the Company’s operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts.

The Company does not include costs associated with non-lease components in the lease costs disclosed in the table below.

During the years ended December 31, 2023 and 2022, the Company obtained $ 41 million and $ 43 million, respectively, of right-of-use (“ROU”) assets in exchange for new lease liabilities.

During the years ended December 31, 2023 and 2022, the Company disposed of $ 7 million and $ 12 million, respectively, of ROU assets and lease liabilities.

Leases recorded on the balance sheet consist of the following:

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Operating lease ROU assets (a)

Other assets, net $ 639 $ 662

Other long-term assets, net $ 622 $ 639

Current operating lease liabilities (a)

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___________________

(a) As noted above, we have elected the short-term lease measurement and recognition exemption and do not establish ROU assets or liabilities for operating leases with terms of 12 months or less.

(a) As noted above, the Company has elected the short-term lease measurement and recognition exemption and do not establish ROU assets or liabilities for operating leases with terms of 12 months or less.

CAESARS ENTERTAINMENT, INC.

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Finance Leases

We have finance leases for certain equipment and real estate.

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

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

The Company has finance leases for certain equipment and real estate.

As of December 31, 2023, the Company’s finance leases had remaining lease terms of up to approximately 35 years, some of which include options to extend the lease terms in one month increments.

The Company’s finance lease ROU assets and liabilities were $ 69 million and $ 77 million as of December 31, 2023, respectively, and $ 73 million and $ 78 million as of December 31, 2022, respectively.

Financing Obligations

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CEI leases certain real property assets from VICI under the following agreements:

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

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

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

Election to exercise the option by either party must be made during the election period beginning January 1, 2022 and ending December 31, 2024.

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

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

Furthermore, the term of the Golf Course Use Agreement was extended such that there will be 15 years remaining until the expiration of the initial term.

Upon either party exercising their option, the Centaur properties would be sold at a price and leased back to CEI in accordance to the terms and conditions of the Put-Call Right Agreement.

The Golf Course Use Agreement between the Company and VICI has a 35-year term (inclusive of all renewal periods), whereby the Company agrees to pay initial annual membership and use fees totaling $ 14 million, subject to annual escalation provisions similar to those described above in the Regional Lease, as well as certain per-round fees set forth in the agreement.

The fair value of the real estate assets and the related failed sale-leaseback financing obligations were estimated based on the present value of the estimated future lease payments over the lease term of 35 years, including renewal options, using an imputed discount rate of approximately 9.75 %.

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

On May 5, 2022, the Company consummated the sale of the equity interests of Baton Rouge.

On November 13, 2023, a third amended and restated master lease was entered into as a result of the removal of Baton Rouge from the properties included under the GLPI Master Lease.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

Cash payments made relating to the Company’s long-term financing obligations during the years ended December 31, 2023, 2022 and 2021 were as follows:

GLPI Leases (a)

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As the timing and pattern of transfer of both the lease and nonlease components are over the course of the lease term, we have elected to combine the revenue generated from lease and nonlease components into a single lease component based on the predominant component in the arrangement.

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

During the years ended December 31, 2023, 2022 and 2021, we recognized $ 2.1 billion, $ 2.0 billion and $ 1.6 billion, respectively, in lease revenue related to lodging arrangements, which is included in Hotel revenues in the Statements of Operations.

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

1 unchanged sentence

The nonlease components primarily consist of food and beverage and audio/visual services.

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

Revenue from conventions is included in Food and beverage revenue in the Statement of Operations, and during the years ended December 31, 2023, 2022 and 2021, lease revenue related to conventions was $ 40 million, $ 34 million and $ 7 million, respectively.

Real Estate Operating Leases

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During the years ended December 31, 2023, 2022 and 2021, we recognized $ 166 million, $ 168 million and $ 149 million, respectively, of real estate lease revenue, which is included in Other revenue in the Statement of Operations.

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

Real estate lease revenue includes $ 68 million, $ 64 million and $ 45 million of variable rental income for the years ended December 31, 2023, 2022 and 2021, respectively.

CAESARS ENTERTAINMENT, INC.

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Thereafter 689

Total $ 1,012

Litigation, Commitments and Contingencies

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The current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations.

COVID-19 Insurance Claims

The COVID-19 public health emergency had a significant impact on the Company’s business and employees, as well as the communities where the Company operates and serves.

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

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

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

Therefore, on March 19, 2021, the Company filed a lawsuit against its insurance carriers in the state court in Clark County, Nevada.

On June 8, 2021, the Company filed an amended complaint.

Litigation is proceeding and there can be no assurance as to the outcome of the litigation.

Cybersecurity Incident

On September 14, 2023, we announced that an unauthorized actor had gained access to our information technology network as a result of a social engineering attack on an outsourced IT support vendor used by the Company, and acquired a copy of, among other data, our loyalty program database (“Data Incident”).

As a result of the Data Incident, numerous putative class action lawsuits have been filed against us purporting to represent various classes of persons whose personal information was affected by the Data Incident.

These putative class actions assert a variety of common law and statutory claims based on allegations that we failed to use reasonable security procedures and practices to safeguard customers’ personal information, and seek monetary and statutory damages, injunctive relief and other related relief.

In addition to those putative class action lawsuits, individual claims have been filed or threatened against us as well.

In addition, we have received inquiries from numerous state regulators related to the Data Incident.

We have responded or are in the process of responding to these inquiries and are cooperating fully with regulators.

While we intend to vigorously defend ourselves in the above-described proceedings, we believe it is reasonably possible that we may incur losses associated therewith.

It is not possible at this time to estimate the amount of loss or range of loss, if any, that might result from adverse judgments, settlements, or other resolution given the stage of these proceedings, the absence of specific allegations regarding the alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, if applicable, and/or the lack of resolution of significant factual and legal issues.

Moreover, additional lawsuits and claims related to the Data Incident may be asserted and governmental agencies may open additional inquiries or investigations into the Data Incident.

We have received, and continue to pursue, reimbursements from insurance carriers for costs incurred as a result of the Data Incident.

We have incurred, and may continue to incur, certain expenses related to the Data Incident, including expenses to respond to, remediate and investigate this matter.

The full scope of the costs and related impacts of this incident, including the extent to which these costs will be offset by our cybersecurity insurance or potential indemnification claims against third parties, has not been determined.

We are unable to predict the full impact of this incident and its impact on guest behavior in the future, including whether a change in our guests’ behavior could negatively impact our financial condition and results of operations on an ongoing basis.

Based on our assessment, the incident has not had a material impact, and we do not believe the incident has materially affected or will materially affect us, including our operations, business strategy, results of operations, or financial condition.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Contractual Commitments

4 unchanged sentences

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

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

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

The capital investment will involve the rebranding of the property to Caesars New Orleans which includes a renovation and full interior and exterior redesign, updated casino floor, new culinary experiences and a new 340 room hotel tower.

The project has a current capital plan of approximately $ 430 million, and as of December 31, 2023, total capital expenditures have been $ 289 million since the project began.

Atlantic City

As required by the New Jersey Gaming Control Board in connection with its approval of the Merger, we funded $ 400 million in escrow to provide funds for a three year capital expenditure plan in the state of New Jersey.

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As required by the New Jersey Gaming Control Board, in 2020, the Company funded $ 400 million in escrow to provide funds for a three year capital expenditure plan in the state of New Jersey.

The capital plan included significant room renovations at both Caesars Atlantic City and Harrah’s Atlantic City, as well as the addition of new restaurants with celebrity partners.

During the year ended December 31, 2023, the Company met its commitment and exhausted the remaining funds in the escrow account.

Sports Sponsorship/Partnership Obligations

We have agreements with certain professional sports leagues and teams, sporting event facilities and media companies for tickets, suites, and advertising, marketing, promotional and sponsorship opportunities including communication with partner customer databases.

The Company has agreements with certain professional sports leagues and teams, sporting event facilities and media companies for tickets, suites, and advertising, marketing, promotional and sponsorship opportunities including communication with partner customer databases.

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

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

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

As of December 31, 2023 and 2022 , obligations related to these agreements were $ 605 million and $ 898 million, respectively, with contracts extending through 2040.

These obligations include leasing of event suites that are generally considered short term leases for which we do not record a right of use asset or lease liability.

We recognize expenses in the period services are received in accordance with the various agreements.

The Company recognizes expenses in the period services are received in accordance with the various agreements.

In addition, assets or liabilities may be recorded related to the timing of payments as required by the respective agreement.

Self-Insurance

We are self-insured for workers compensation and other risk insurance, as well as health insurance and general liability.

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

The Company is self-insured for workers compensation and other risk insurance, as well as health insurance and general liability.

The Company’s total estimated self-insurance liability was $ 200 million and $ 203 million as of December 31, 2023 and 2022, respectively, which is included in Accrued other liabilities in our Balance Sheets.

The assumptions utilized by our actuaries are subject to significant uncertainty and if outcomes differ from these assumptions or events develop or progress in a negative manner, the Company could experience a material adverse effect and additional liabilities may be recorded in the future.

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(Dollars in millions) Final Maturity Rates Face Value Book Value Book Value

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

Baltimore Term Loan 2024 variable 267 262 275

CRC Term Loan (a)

2024 variable 3,415 3,243 4,190

CRC Incremental Term Loan (a)

2025 variable 1,004 972 1,705

CEI Revolving Credit Facility 2028 variable $ — $ — $ —

CEI Term Loan A 2028 variable 712 710 747

CRC Senior Secured Notes 2025 5.75 % 989 979 985

CEI Senior Secured Notes 2025 6.25 % 3,400 3,360 3,346

Convention Center Mortgage Loan 2025 8.01 % 400 400 399

CEI Term Loan B

2030 variable

2,481 2,432 —

CRC Senior Secured Notes (a)

2025 5.75 % 989 983 979

CEI Senior Secured Notes due 2025 (a)

2025 6.25 % 3,399 3,374 3,360

CEI Senior Secured Notes due 2030

2030 7.00 % 2,000 1,978 —

Baltimore Revolving Credit Facility N/A

Baltimore Term Loan N/A

Convention Center Mortgage Loan N/A

CRC Incremental Term Loan

CRC Term Loan

Unsecured Debt

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____________________

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

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

Annual Estimated Debt Service Requirements

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(In millions) 2024 2025 (a)

2026 2027 Thereafter (a)

2026 2027 2028 Thereafter

Annual maturities of long-term debt $ 65 $ 4,453 $ 65 $ 1,676 $ 587 $ 5,593 $ 12,439

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____________________

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

(a) Maturities of $ 4.4 billion in 2025 were repaid with the net proceeds of the $ 2.9 billion CEI Term Loan B-1 and the $ 1.5 billion CEI Senior Secured Notes, due 2032.

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

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

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

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

Actual payments may differ from these estimates.

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The current portion of long-term debt as of December 31, 2023 includes the principal payments on the term loans, other unsecured borrowings, and special improvement district bonds that are contractually due within 12 months.

The Company may, from time to time, seek to repurchase its outstanding indebtedness.

Any such purchases may be funded by existing cash balances or the incurrence of debt.

The Company may, from time to time, seek to repurchase or prepay its outstanding indebtedness.

Any such purchases or repayments may be funded by existing cash balances or the incurrence of debt.

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

Debt Discounts or Premiums and Deferred Finance Charges

Debt discounts or premiums and deferred finance charges incurred in connection with the issuance of debt are amortized to interest expense based on the related debt agreements primarily using the effective interest method.

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Debt Discounts or Premiums and Deferred Finance Charges

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

Net amortization of the debt issuance costs and the discount and/or premium associated with the Company’s indebtedness totaled $ 48 million, $ 139 million and $ 177 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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Terms of Outstanding Debt

Baltimore Term Loan and Baltimore Revolving Credit Facility

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

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

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

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

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

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

CRC Term Loans and CRC Revolving Credit Facility

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

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

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

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

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

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

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

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

Borrowings under the CRC Credit Agreement were subject to interest at a rate equal to either (a) LIBOR adjusted for certain additional costs, subject to a floor of 0 % or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 %, (ii) the prime rate as determined by Credit Suisse AG, Cayman Islands Branch, as administrative agent under the CRC Credit Agreement and (iii) the one-month adjusted LIBOR rate plus 1.00 %, in each case plus an applicable margin.

Such applicable margin shall be (a) with respect to the CRC Term Loan, 2.75 % per annum in the case of any LIBOR loan or 1.75 % per annum in the case of any base rate loan and (b) with respect to the CRC Incremental Term Loan, 3.50 % per annum in the case of any LIBOR loan or 2.50 % in the case of any base rate loan.

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

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

CEI Term Loan A and CEI Revolving Credit Facility

CEI Term Loans and CEI Revolving Credit Facility

CEI is party to a credit agreement, dated as of July 20, 2020, with JPMorgan Chase Bank, N.A., as administrative agent, U.S.

Bank National Association, as collateral agent, and certain banks and other financial institutions and lenders party thereto (the “CEI Credit Agreement”), which provided for a five-year CEI Revolving Credit Facility in an aggregate principal amount of $ 1.2 billion (the “CEI Revolving Credit Facility”).

The CEI Revolving Credit Facility contained reserves of $ 190 million which are available only for certain permitted uses.

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

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

Prior to the Third Amendment (as defined below) of the CEI Credit Agreement on October 5, 2022, the interest rate per annum applicable under the CEI Revolving Credit Facility, at the Company’s option was either (a) LIBOR adjusted for certain additional costs, subject to a floor of 0 % or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 %, (ii) the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States and (iii) the one-month adjusted LIBOR rate plus 1.00 %, in each case plus an applicable margin.

Such applicable margin was 3.25 % per annum in the case of any LIBOR loan and 2.25 % per annum in the case of any base rate loan, subject to three 0.25 % step-downs based on the Company’s net total leverage ratio.

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

The Company was also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125 % per annum of the daily stated amount of such letter of credit.

Bank National Association, as collateral agent, and certain banks and other financial institutions and lenders party thereto (the “CEI Credit Agreement”), which, as amended, provides for the CEI Revolving Credit Facility in an aggregate principal amount of $ 2.25 billion (the “CEI Revolving Credit Facility”).

The CEI Revolving Credit Facility contains reserves of $ 40 million which are available only for certain permitted uses.

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

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

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

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

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

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

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

During the year ended December 31, 2023, the Company utilized and fully repaid the CEI Revolving Credit Facility.

Such activity is presented in the financing section in the Statements of Cash Flows.

As of December 31, 2023, the Company had $ 2.1 billion of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $ 70 million in outstanding letters of credit, $ 46 million committed for regulatory purposes and the reserves described above.

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

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

On February 6, 2024, the Company entered into an Incremental Assumption Agreement No.

3 pursuant to which the Company incurred a new senior secured incremental term loan in an aggregate principal amount of $ 2.9 billion (the “CEI Term Loan B-1”) under the CEI Credit Agreement.

The CEI Term Loan B-1 requires quarterly principal payments in amounts equal to 0.25 % of the original aggregate principal amount of the CEI Term Loan B-1, with the balance payable at maturity.

Borrowings under the CEI Term Loan B-1 bear interest at a rate equal to, at the Company’s option, either (a) a forward-looking term rate based on the Term SOFR, subject to a floor of 0.50 % or (b) a base rate (the “TLB-1 Base Rate”) determined by reference to the highest of (i) the “Prime Rate” in the United States, (ii) the federal funds rate plus 0.50 % per annum and (iii) the one-month Term SOFR plus 1.00 % per annum, in each case, plus an applicable margin.

Such applicable margin is 2.75 % per annum in the case of any Term SOFR loan and 1.75 % per annum in the case of any TLB-1 Base Rate loan.

The CEI Term Loan B-1 was issued at a price of 99.75 % of the principal amount and will mature on February 6, 2031.

Additionally, on February 6, 2024, the Company issued $ 1.5 billion in aggregate principal amount of 6.50 % senior secured notes due 2032 (the “CEI Senior Secured Notes due 2032”) pursuant to an indenture by and among the Company, the subsidiary guarantors party thereto, U.S.

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

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The CEI Senior Secured Notes due 2032 rank equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors.

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

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

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

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

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

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

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

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

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

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

The CEI Senior Secured Notes due 2032 will mature on February 15, 2032, with interest paid semi-annually on February 15 and August 15 of each year, commencing August 15, 2024.

The net proceeds from the issuance of the CEI Senior Secured Notes due 2032 and the net proceeds from the CEI Term Loan B-1, together with borrowings under the CEI Revolving Credit Facility, were used to tender, redeem, repurchase, defease, and/or satisfy and discharge any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees of both the 5.75 % Senior Secured Notes due 2025 (the “CRC Senior Secured Notes”) and the 6.25 % Senior Secured Notes due 2025 (the “CEI Senior Secured Notes due 2025”).

As a result of these transactions, the Company estimates that it will incur approximately $ 50 million of loss on early extinguishment of debt.

CRC Senior Secured Notes due 2025

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

(the “Escrow Issuer”) issued $ 1.0 billion in aggregate principal amount of 5.75 % Senior Secured Notes due 2025 pursuant to an indenture, dated July 6, 2020 (the “CRC Senior Secured Notes”), by and among the Escrow Issuer, U.S.

(the “Escrow Issuer”) issued $ 1.0 billion in aggregate principal amount of the CRC Senior Secured Notes pursuant to an indenture, dated July 6, 2020, by and among the Escrow Issuer, U.S.

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

In connection with the consummation of the Merger, CRC assumed the rights and obligations under the CRC Senior Secured Notes and the indenture governing such notes.

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

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

and the subsidiary guarantors.

The CRC Senior Secured Notes will mature on July 1, 2025 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year.

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

The CRC Senior Secured Notes were set to mature on July 1, 2025, with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year.

On February 16, 2024, the Company completed the tender and/or redemption of the CRC Senior Secured Notes with proceeds from a new CEI Term Loan B-1, new CEI Senior Secured Notes due 2032 and borrowings under the CEI Revolving Credit

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Facility, as needed.

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

CEI Senior Secured Notes due 2025

On July 6, 2020, the Escrow Issuer issued $ 3.4 billion in aggregate principal amount of 6.25 % Senior Secured Notes due 2025 pursuant to an indenture dated July 6, 2020 (the “CEI Senior Secured Notes”), by and among the Escrow Issuer, U.S.

On July 6, 2020, the Escrow Issuer issued $ 3.4 billion in aggregate principal amount of the CEI Senior Secured Notes due 2025 pursuant to an indenture dated July 6, 2020, by and among the Escrow Issuer, U.S.

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

Bank National Association, as collateral agent.

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

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

The CEI Senior Secured Notes will mature on July 1, 2025 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year.

The CEI Senior Secured Notes due 2025 ranked equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors.

The CEI Senior Secured Notes due 2025 were set to mature on July 1, 2025, with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year.

On April 5, 2023, the Company purchased $ 1 million in principal amount of the CEI Senior Secured Notes due 2025.

On February 7, 2024, the Company completed the tender, redemption, and/or satisfaction and discharge of all of the CEI Senior Secured Notes due 2025 with proceeds from a new CEI Term Loan B-1, new CEI Senior Secured Notes due 2032 and borrowings under the CEI Revolving Credit Facility, as needed.

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

CEI Senior Secured Notes due 2030

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

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

Bank National Association, as collateral agent.

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

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

Baltimore Term Loan and Baltimore Revolving Credit Facility

On July 17, 2023, following the acquisition of the remaining 24.2 % equity interest in Horseshoe Baltimore, the Company permanently repaid the outstanding principal balance of Horseshoe Baltimore’s senior secured term loan facility (the “Baltimore Term Loan”).

In connection with the repayment, the Company recognized a $ 3 million loss on the early extinguishment of debt.

The Baltimore Term Loan was subject to a variable rate of interest calculated as London Interbank Offered Rate (“LIBOR”) plus 4.00 % until May 1, 2023, when the Baltimore Term Loan’s benchmark interest rate was amended from LIBOR to the Adjusted Term SOFR plus an applicable adjustment.

In addition, Horseshoe Baltimore’s senior secured revolving credit facility (the “Baltimore Revolving Credit Facility”) matured on July 7, 2023.

The Baltimore Revolving Credit Facility had borrowing capacity of up to $ 10 million, subject to a variable rate of interest calculated as Term SOFR plus 4.00 %.

Convention Center Mortgage Loan

On September 18, 2020, the Company entered into a loan agreement with VICI, to borrow a 5-year , $ 400 million Forum Convention Center mortgage loan (the “Mortgage Loan”).

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

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

On May 1, 2023, the Company elected to prepay the outstanding $ 400 million Mortgage Loan utilizing cash on hand.

In connection with the repayment, the Company extended VICI’s call right relating to the CAESARS FORUM convention center from December 31, 2026 to December 31, 2028.

CRC Term Loan and CRC Incremental Term Loan

Caesars Resort Collection (“CRC”) was party to a credit agreement, dated as of December 22, 2017 (as amended, the “CRC Credit Agreement”), which provided for, among other things, an initial $ 4.7 billion seven-year senior secured term loan (the “CRC Term Loan”), and an incremental $ 1.8 billion five-year senior secured term loan (the “CRC Incremental Term Loan”).

The CRC Term Loan and the CRC Incremental Term Loan were subject to the terms described below prior to repayment.

The Company repaid the $ 3.4 billion outstanding principal amount of the CRC Term Loan and the $ 1.0 billion outstanding principal amount of the CRC Incremental Term Loan on February 6, 2023, with proceeds from a new CEI Term Loan B and new CEI Senior Secured Notes due 2030, both of which are described above.

Upon the termination of the CRC Term Loan and the CRC Incremental Term Loan, the Company recorded a loss on extinguishment of debt of $ 197 million.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CRC Credit Agreement and (iii) the one-month adjusted LIBOR rate plus 1.00 %, in each case plus an applicable margin.

Such applicable margin was (a) with respect to the CRC Term Loan, 2.75 % per annum in the case of any LIBOR loan or 1.75 % per annum in the case of any base rate loan and (b) with respect to the CRC Incremental Term Loan, 3.50 % per annum in the case of any LIBOR loan or 2.50 % in the case of any base rate loan.

CEI Senior Notes due 2027

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Bank National Association, as trustee.

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

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

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

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

CEI Senior Notes due 2029

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

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

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

Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities in 2023

(In millions) Proceeds Repayments (a)

CRC Revolving Credit Facility $ 750 $ 750

CEI Revolving Credit Facility $ 960 $ 960

CEI Term Loan A — 38

CEI Senior Notes due 2027 — 89

CRC Term Loan — 1,097

CRC Incremental Term Loan — 773

CRC Senior Secured Notes — 11

CEI Term Loan B

CEI Senior Secured Notes due 2025

CEI Senior Secured Notes due 2030

Baltimore Term Loan — 267

Mortgage Loan

CRC Incremental Term Loan — 1,004

CRC Term Loan — 3,415

Special Improvement District Bonds — 2

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Debt Covenant Compliance

The CRC Credit Agreement, the Senior Credit Facilities, the Baltimore Term Loan, the Baltimore Revolving Credit Facility and the indentures governing the CEI Senior Secured Notes, the CEI Senior Notes due 2027, the CEI Senior Notes due 2029, and the CRC Senior Secured Notes contain covenants which are standard and customary for these types of agreements.

The Senior Credit Facilities, the CEI Term Loan B and the indentures governing the CRC Senior Secured Notes, the CEI Senior Secured Notes due 2025, the CEI Senior Secured Notes due 2030, the CEI Senior Notes due 2027, and the CEI Senior Notes due 2029 contain covenants which are standard and customary for these types of agreements.

These include negative covenants, which, subject to certain exceptions and baskets, limit the Company’s and its subsidiaries’ ability to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions.

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

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

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

As of December 31, 2023, we were not subject to any debt covenants with respect to the new CEI Term Loan B-1 or the CEI Senior Secured Notes due 2032.

As of December 31, 2023, the Company was in compliance with all of the applicable financial covenants described above.

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

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

The Senior Credit Facilities, the CEI Term Loan B, the CEI Senior Secured Notes due 2025 and the CEI Senior Secured Notes due 2030 are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of the Company (subject to certain exceptions including CRC and its subsidiaries) and are secured by substantially all of the existing and future property and assets of the Company and its subsidiary guarantors (subject to certain exceptions).

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

Prior to the repayments on February 6, 2024, the CRC Senior Secured Notes were guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of CRC (subject to certain exceptions) and were secured by substantially all of the existing and future property and assets of CRC and its subsidiary guarantors (subject to certain exceptions).

The CRC Senior Secured Notes were also guaranteed on a senior unsecured basis by the Company.

As of December 31, 2023, there were no guarantees with respect to the CEI Term Loan B-1 or the CEI Senior Secured Notes due 2032.

Revenue Recognition

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Casino Revenues

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

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

The Company recognizes as casino revenue the net win from these gaming activities, which is the difference between gaming wins and losses, not the total amount wagered.

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

Pari-mutuel commissions consist of commissions earned from thoroughbred and harness racing and importing of simulcast signals from other race tracks and are recognized at the time wagers are made.

Pari-mutuel commissions consist of commissions earned from thoroughbred and harness racing and importing of simulcast signals from other racetracks and are recognized at the time wagers are made.

Such commissions are a designated portion of the wagering handle as determined by state racing commissions and are shown net of the taxes assessed by state and local agencies, as well as purses and other contractual amounts paid to horsemen associations.

The Company recognizes revenues from fees earned through the exporting of simulcast signals to other race tracks at the time wagers are made, which are recorded on a gross basis.

Such fees are based upon a predetermined percentage of handle as contracted with the other race tracks.

The Company recognizes revenues from fees earned through the exporting of simulcast signals to other racetracks at the time wagers are made, which are recorded on a gross basis.

Such fees are based upon a predetermined percentage of handle as contracted with the other racetracks.

Non-gaming Revenues

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Hotel, food and beverage services have been determined to be separate, stand-alone performance obligations and are recorded as revenue as the good or service is transferred to the customer over the customer’s stay at the hotel or when the delivery is made for the food and beverage.

Advance deposits for future hotel occupancy, convention space or food and beverage services contract are recorded as deferred income until revenue recognition criteria has been met.

The Company also provides goods and services that may include multiple performance obligations, such as for packages, for which revenues are allocated on a pro rata basis based on each service’s stand-alone selling price.

Advance deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred income until revenue recognition criteria has been met.

Sales and other taxes collected from customers on behalf of governmental authorities are accounted for on a net basis and are not included in net revenues or operating expenses.

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A summary of net revenues disaggregated by type of revenue and reportable segment is presented below.

Refer to Note 1 and Note 19 for additional information on the Company’s reportable segments.

Refer to Note 19 for additional information on the Company’s reportable segments.

Year Ended December 31, 2023

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Net revenues $ 4,470 $ 5,778 $ 973 $ 307 $ — $ 11,528

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended December 31, 2022

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended December 31, 2021

11 unchanged sentences

We maintain strict controls over the issuance of markers and aggressively pursue collection from those customers who fail to pay their marker balances timely.

These collection efforts include the mailing of statements and delinquency notices, personal contacts, the use of outside collection agencies and civil litigation.

These collection efforts include the mailing of statements and delinquency notices and the use of personal contacts, outside collection agencies and civil litigation.

Markers are generally legally enforceable instruments in the United States.

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An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value.

The allowance is estimated based on specific review of customer accounts, historical collection experience and reasonable forecasts which consider current economic and business conditions.

The allowance is estimated based on specific review of customer accounts, historical collection experience, customer relationships and reasonable forecasts which consider current economic and business conditions to reflect current expected credit loss.

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

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Balance as of January 1, 2021

Former Caesars consolidation 95 35 130

$ 120 $ 18 $ 138

Provision for doubtful accounts 16 10 26

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The Company generally has three types of liabilities related to contracts with customers:

(1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer,(2) Caesars Rewards player loyalty program obligations, which represent the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on certain types of customer spend, including online and retail gaming, hotel, dining, retail shopping, and player loyalty program incentives earned, and (3) customer deposits and other deferred revenue, which primarily represents funds deposited by customers related to gaming play, advance payments received for goods and services yet to be provided (such as advance ticket sales, deposits on rooms and convention space, unpaid wagers, iGaming deposits, or future sports bets).

(1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by customers,(2) Caesars Rewards player loyalty program obligations, which represent the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on certain types of customer spend, including online and retail gaming, hotel, dining, retail shopping, and player loyalty program incentives earned, and (3) customer deposits and other deferred revenue, which primarily represents funds deposited by customers related to gaming play and advance payments received for goods and services yet to be provided (such as advance ticket sales, deposits on rooms and convention space, unpaid wagers, iGaming deposits, or future sports bets).

These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within accrued other liabilities on the Company’s Balance Sheets.

7 unchanged sentences

Caesars Rewards Loyalty Program

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

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

Members may redeem Reward Credits for complimentary or discounted goods and services such as rooms, food and beverages, merchandise, free play, entertainment, and travel accommodations.

2 unchanged sentences

Because of the significance of the Caesars Rewards program and the ability for customers to accumulate Reward Credits based on their past play, we have determined that Reward Credits granted in conjunction with other earning activity represent a performance obligation.

As a result, for transactions in which Reward Credits are earned, we allocate a portion of the transaction price to the Reward Credits that are earned based upon the relative standalone selling prices (“SSP”) of the goods and services involved.

As a result, for transactions in which Reward Credits are earned, we allocate a portion of the transaction price to the Reward Credits that are earned based upon the relative SSP of the goods and services involved.

When the activity underlying the “earning” of the Reward Credits has a wide range of selling prices and is highly variable, such as in the case of gaming activities, we use the residual approach in this allocation by computing the value of the Reward Credits as described below and allocating the residual amount to the gaming activity.

This allocation results in a significant portion of the transaction price being deferred and presented as a Contract liability on our accompanying Balance Sheets.

Any amounts allocated to Contract liabilities are recognized as revenue when the Reward Credits are redeemed in accordance with the specific recognition policy of the activity for which the credits are redeemed.

This allocation results in a significant portion of the transaction price being deferred and is recognized as revenue when the Reward Credits are redeemed in accordance with the specific recognition policy of the activity for which the credits are redeemed.

CAESARS ENTERTAINMENT, INC.

13 unchanged sentences

Increase (decrease) $ ( 3 ) $ ( 3 ) $ ( 1 ) $ ( 4 ) $ — $ 133

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

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

Customer deposits and other deferred revenues increased in 2022 primarily due to our expansion in the Caesars Digital segment with the legalization of retail and online sports betting in new states.

Complimentaries

4 unchanged sentences

The retail value of complimentary food, beverage, hotel rooms and other services provided to customers is recognized as a reduction of revenues for the department which issued the complimentary and revenue for the department redeemed.

Complimentaries provided by third parties at the discretion and under the control of the Company is recorded as an expense when incurred.

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

Complimentaries provided by third parties at the discretion and under the control of the Company are recorded as an expense when incurred.

The Company’s revenues included complimentaries and loyalty point redemptions totaling $ 1.4 billion, $ 1.2 billion and $ 1.0 billion for the years ended December 31, 2023, 2022 and 2021, respectively.

Earnings per Share

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table illustrates the required disclosure of the reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share computations during the years ended December 31, 2022, 2021 and 2020:

The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share computations during the years ended December 31, 2023, 2022 and 2021:

Years Ended December 31,

(In millions, except per share amounts) 2023 2022 2021

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

Net income (loss) from continuing operations attributable to Caesars, net of income taxes

$ 786 $ ( 513 ) $ ( 989 )

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

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

Net income (loss) attributable to Caesars

$ 786 $ ( 899 ) $ ( 1,019 )

Shares outstanding:

3 unchanged sentences

Weighted average shares outstanding – diluted 216 214 211

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

Basic income (loss) per share from continuing operations

$ 3.65 $ ( 2.39 ) $ ( 4.69 )

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

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

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

$ 3.65 $ ( 4.19 ) $ ( 4.83 )

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

Diluted income (loss) per share from continuing operations

$ 3.64 $ ( 2.39 ) $ ( 4.69 )

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

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

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

$ 3.64 $ ( 4.19 ) $ ( 4.83 )

3 unchanged sentences

Stock-based compensation awards 1 3 3

5% Convertible notes — — 4

Total anti-dilutive common stock 1 3 3

4 unchanged sentences

Performance Incentive Plans

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

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

The amendment to the 2015 Plan allows for 3 million shares available for grant, plus the number of shares available for issuance under the 2015 Plan on the date the Company’s stockholders approved the amendment.

The Board of Directors (“Board”) adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan, as amended and restated in 2019 (the “2015 Plan”), which allows for shares to be granted as part of the Company’s long-term incentive plan.

As of December 31, 2023, the Company had 4 million shares available for grant under the 2015 Plan.

4 unchanged sentences

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Total stock-based compensation expense in the accompanying Statements of Operations was $ 104 million, $ 101 million and $ 82 million during the years ended December 31, 2023, 2022 and 2021, respectively.

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restricted Stock Unit Activity

During the year ended December 31, 2022, as part of the annual incentive program, the Company granted RSUs to employees of the Company with an aggregate fair value of $ 56 million.

During the year ended December 31, 2023, the Company granted RSUs to employees of the Company with an aggregate fair value of $ 78 million.

Each RSU represents the right to receive payment in respect of one share of the Company’s Common Stock.

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Performance Stock Unit Activity

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

During the year ended December 31, 2023, the Company granted PSUs to employees of the Company with an aggregate fair value of $ 9 million as of December 31, 2023.

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

1 unchanged sentence

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

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

A summary of the PSUs activity for the year ended December 31, 2023 is presented in the following table:

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(a) This represents the weighted-average grant date fair value for PSUs where the grant date has been achieved or the price of our common stock as of the balance sheet date for PSUs where a grant date has not been achieved.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Market-Based Stock Unit Activity

During the year ended December 31, 2022, the Company granted approximately 428 thousand MSUs that are scheduled to cliff vest over a period of one to three years from the grant date.

During the year ended December 31, 2023, the Company granted MSUs to employees of the Company with an aggregate fair value of $ 31 million.

On the vesting date, recipients will receive between 0 % and 200 % of the granted MSUs in the form of Company Common Stock based on the achievement of specified market and service conditions.

2 unchanged sentences

The effect of market conditions is considered in determining the grant date fair value, which is not subsequently revised based on actual performance.

Included in the MSUs granted during the period is an award for the Company’s CEO in the amount of 225,000 MSUs, with a grant date fair value of $ 16 million which is eligible to be earned based on the achievement of certain stock prices over a three-year period.

The stock-based compensation expense associated with this award was recognized over the derived service period ending December 31, 2022.

The aggregate value of MSUs granted during the year ended December 31, 2022 was $ 36 million.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A summary of the MSUs activity for the year ended December 31, 2023 is presented in the following table:

16 unchanged sentences

Exercised ( 88 ) 30.63

Expired ( 433 ) 26.65

Outstanding as of December 31, 2023

88 30.63 0.14 —

Vested and expected to vest as of December 31, 2023

88 30.63 0.14 —

Exercisable as of December 31, 2023

88 30.63 0.14 —

Stock Option Exercises

7 unchanged sentences

As of December 31, 2023, the Company had $ 98 million of unrecognized compensation expense, which is expected to be recognized over a weighted-average period of 1.7 years.

On June 19, 2020, the Company completed the public offering of 20,700,000 shares (including the shares sold pursuant to the underwriters’ overallotment option) of Company Common Stock, at an offering price of $ 39.00 per share, which provided $ 772 million of proceeds, net of fees and estimated expenses of $ 35 million.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On October 1, 2020, the Company completed the public offering of 35,650,000 shares (including the shares sold pursuant to the underwriters’ overallotment option) of Company Common Stock, at an offering price of $ 56.00 per share, which provided $ 1.9 billion of proceeds, net of fees and estimated expenses of $ 50 million.

On June 17, 2021, following receipt of required shareholder approvals, the Company amended its Certificate of Incorporation to increase the number of authorized shares of common stock from 300 million to 500 million.

7 unchanged sentences

No shares were repurchased during the years ended December 31, 2023 or 2022.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Employee Benefit Plans

The Company offers several savings and retirement plans to substantially all employees who are not covered by collective bargaining agreements, who meet certain eligibility requirements, namely terms of service.

All existing savings and retirement plans merged into the Caesars Entertainment, Inc.

The Company offers a 401(k) plan to substantially all employees who are not covered by collective bargaining agreements, who meet certain eligibility requirements, namely terms of service.

Under the 401(k) plan, the Company matches contributions equal to 50 % of the first 6 % as outlined per plan documents.

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In addition, the Company also sponsors a defined-benefit plan for certain Tropicana Atlantic City employees under a Variable Annuity Pension Plan.

As of December 31, 2022, the fair value of the plan assets was $ 21 million and benefit obligations was $ 15 million.

Contributions to the plan were $ 2 million for the year ended December 31, 2022 and less than $ 1 million for the year ended December 31, 2021.

As of December 31, 2023, the fair value of the plan assets was $ 25 million and benefit obligations totaled $ 20 million.

Contributions to the plan were $ 2 million for the years ended December 31, 2023 and 2022 and $ 1 million for the year ended December 31, 2021.

Deferred Compensation Plans

CEI assumed Former Caesars deferred compensation plans, the Caesars Entertainment Corporation Executive Supplemental Savings Plan III (“ESSP III”) and the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan.

CEI assumed two active deferred compensation plans, the Caesars Entertainment Corporation Executive Supplemental Savings Plan III (“ESSP III”) and the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan.

These plans are unfunded, non-qualified deferred compensation plans.

Payment obligations pursuant to the plans are unsecured general obligations of the Company and affiliates of the Company employing participants in the ESSP III.

The liability as of December 31, 2022 and 2021 was $ 2 million and $ 3 million, respectively, which was recorded in Other long-term liabilities on the Balance Sheets.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The liability as of December 31, 2023 and 2022 was $ 5 million and $ 2 million, respectively, which was recorded in Other long-term liabilities in the Balance Sheets.

As of December 31, 2023, certain current and former employees of Caesars, and our subsidiaries and affiliates, have balances under:

4 unchanged sentences

Executive Deferred Compensation Plan (collectively, the “existing deferred compensation plans”).

These plans are deferred compensation plans that allow certain employees an opportunity to save for retirement and other purposes.

These plans are deferred compensation plans that allowed certain employees an opportunity to save for retirement and other purposes.

Each of the plans is now frozen and is no longer accepting contributions.

However, participants may still earn returns on existing plan balances based upon their selected investment alternatives, which are reflected in their deferral accounts.

The total liability recorded in Other long-term liabilities on the Balance Sheets for these plans was $ 33 million and $ 43 million as of December 31, 2022 and 2021, respectively.

The total liability recorded in Other long-term liabilities in the Balance Sheets for these plans was $ 31 million and $ 33 million as of December 31, 2023 and 2022, respectively.

CEI is a party to a trust agreement (the “Trust Agreement”) and an escrow agreement with respect to all five of the existing deferred compensation plans (the “Escrow Agreement”), each structured as a so-called “rabbi trust” arrangement, which holds assets that may be used to satisfy obligations under the existing deferred compensation plans above.

Amounts held pursuant to the Trust Agreement and the Escrow Agreement were $ 60 million and $ 87 million, respectively, as of December 31, 2022 and 2021 and have been reflected within Other assets, net on the Balance Sheets.

Amounts held pursuant to the Trust Agreement and the Escrow Agreement were $ 67 million and $ 60 million, as of December 31, 2023 and 2022, respectively, and have been reflected within Other long-term assets, net in the Balance Sheets.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Multi-employer Pension Plans

As a result of the Merger, the Company continues to contribute to a number of multi-employer defined benefit pension plans under the terms of collective bargaining agreements that cover union-represented employees of Former Caesars.

Prior to the Merger, no significant contributions were made to such plans.

The Company contributes to a number of multi-employer defined benefit pension plans under the terms of collective bargaining agreements that cover union-represented employees.

The risks of participating in these multi-employer plans are different from a single-employer plan in the following respects:

2 unchanged sentences

If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunding of the plan, referred to as a “withdrawal liability.”

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Multi-employer Pension Plan Participation

4 unchanged sentences

2023 2022 2021 Surcharge Imposed Expiration Date of Collective Bargaining Agreement (c)

Southern Nevada Culinary and Bartenders Pension Plan (d)(e)

Southern Nevada Culinary and Bartenders Pension Plan (d)

88-6016617/ 001

Green No $ 24 $ 18 $ 5 No May 31, 2023

Legacy Plan of the UNITE HERE Retirement Fund (d)(e)(f)

Green No $ 26 $ 24 $ 18 No September 30, 2028

Legacy Plan of the UNITE HERE Retirement Fund (d)(e)

82-0994119/ 001

4 unchanged sentences

Green No 7 6 5 N/A March 31, 2024

Local 68 Engineers Union Pension Plan (g)

51-0176618/ 001

Yellow Yes 1 1 — No April 30, 2027

Painters IUPAT 52-6073909/ 001

Yellow Yes 1 1 — No Various up to June 30, 2026

1 1 1 No Various up to June 30, 2026

Other Funds 4 3 2

7 unchanged sentences

(c) The terms of the current agreement continue indefinitely until either party provides appropriate notice of intent to terminate the contract.

(d) The Company provided more than 5 % of the total contributions for the plan year ended December 31, 2020.

(e) The Company provided more than 5 % of the total contributions for the plan year ended December 31, 2021 and as of the date the financial statements were issued, Forms 5500 were not available for the 2022 plan year.

(f) The HEREIU Pension Fund consists of two separate plans, the Legacy Plan of the HEREIU Pension Fund and the Adjustable Plan of the HEREIU Pension Fund.

(d) The Company provided more than 5 % of the total contributions for the plan year ended December 31, 2022 and as of the date the financial statements were issued, Forms 5500 were not available for the 2023 plan year.

(e) The HEREIU Pension Fund consists of two separate plans, the Legacy Plan of the HEREIU Pension Fund and the Adjustable Plan of the HEREIU Pension Fund.

CEI makes a single contribution to the HEREIU Pension Fund, the Trustees of which allocate such contribution between the Legacy Plan and the Adjustable Plan.

The contribution amount reflected to the Legacy Plan is the aggregate contribution made to the HEREIU Pension Fund before such allocation between the Legacy Plan and the Adjustable Plan of the HEREIU Pension Fund.

(g) Plan years begin July 1.

The components of the Company’s provision for income taxes for the years ended December 31, 2023, 2022 and 2021 are presented below.

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Income Tax Provision (Benefit) Years Ended December 31,

Income Tax Provision (Benefit) from Continuing Operations

Years Ended December 31,

(In millions) 2023 2022 2021

8 unchanged sentences

$ ( 888 ) $ ( 41 ) $ ( 283 )

Allocation of Income Tax Provision (Benefit) Years Ended December 31,

The following is an allocation of the total income tax provision (benefit) for the years ended December 31, 2023, 2022 and 2021:

Years Ended December 31,

(In millions) 2023 2022 2021

Income tax provision (benefit) applicable to:

Income from operations $ ( 41 ) $ ( 283 ) $ 132

Income from continuing operations

$ ( 888 ) $ ( 41 ) $ ( 283 )

Discontinued operations — ( 50 ) 19

Additional paid-in capital ( 12 ) — —

Other comprehensive income 1 ( 30 ) 3

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2022, 2021 and 2020:

Effective Income Tax Rate Reconciliation Years Ended December 31,

2022 2021 2020

Federal statutory rate 21.0 % 21.0 % 21.0 %

State and local taxes ( 0.2 ) % 4.2 % 5.4 %

The following is a reconciliation of the statutory federal income tax of 21% to the Company’s reported income tax provision (benefit) for the years ended December 31, 2023, 2022 and 2021:

Years Ended December 31,

(In millions) 2023 2022 2021

Federal statutory income tax provision (benefit) $ ( 13 ) $ ( 118 ) $ ( 267 )

State and local income tax provision (benefit) ( 13 ) 1 ( 54 )

Nondeductible compensation and benefits 16 13 3

Goodwill disposition and impairment ( 0.6 ) % — % ( 1.6 ) %

Transaction expenses — % — % ( 0.5 ) %

Goodwill impairment 3 3 —

Nondeductible convertible notes costs — — 42

7 unchanged sentences

Deferred tax recognition on life insurance — — 17

Other ( 0.2 ) % ( 0.4 ) % 0.6 %

Effective income tax rate 7.2 % 22.3 % ( 8.2 ) %

Reported income tax provision (benefit) $ ( 888 ) $ ( 41 ) $ ( 283 )

CAESARS ENTERTAINMENT, INC.

13 unchanged sentences

Identified intangibles ( 759 ) ( 803 )

Foreign investment - held for sale — ( 139 )

Fixed assets ( 2,295 ) ( 2,243 )

4 unchanged sentences

Net deferred tax liabilities $ ( 55 ) $ ( 987 )

The net deferred tax liabilities above are presented in the Balance Sheets as follows:

As of December 31,

(In millions) 2022 2021

Deferred income taxes $ ( 987 ) $ ( 1,111 )

Assets held for sale — 7

Liabilities related to assets held for sale — ( 159 )

Net deferred tax liabilities $ ( 987 ) $ ( 1,263 )

As a result of the Merger, the Company assumed $ 767 million of additional net deferred tax liabilities, net of valuation allowances, plus $ 24 million in additional accruals for uncertain tax positions including accrued interest.

As a result of the William Hill Acquisition, the Company assumed $ 381 million of additional net deferred tax liabilities net of valuation allowances, plus $ 34 million in additional accruals for uncertain tax positions including accrued interest.

Of the deferred tax liabilities and uncertain tax positions recorded due to the William Hill Acquisition, $ 132 million and $ 34 million, respectively, have been presented in Liabilities related to assets held for sale.

A valuation allowance is recognized if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax asset will not be realized.

Management must analyze all available positive and negative evidence regarding realization of the deferred tax assets and make an assessment of the likelihood of sufficient future taxable income.

We have provided a valuation allowance on certain federal, state, and foreign deferred tax assets that were not deemed realizable based upon estimates of future taxable income.

As of December 31, 2022, the Company had federal and state net operating loss carryforwards of $ 1.9 billion and $ 9.2 billion, respectively and federal general business tax credit and research tax credit carryforwards of $ 129 million, which will expire on various dates as follows:

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets.

During the second quarter of 2023, the Company evaluated its forecasted adjusted taxable income and objectively verifiable evidence and placed substantial weight on its 2022 and 2023 quarterly earnings, adjusted for non-recurring items, including the interest expense disallowed under current tax law.

Accordingly, the Company determined it was more likely than not that a portion of the federal and state deferred tax assets will be realized and, as a result, during the second quarter of 2023, the Company reversed the valuation allowance related to these deferred tax assets and recorded an income tax benefit of $ 940 million.

The Company is still carrying a valuation allowance on certain federal and state deferred tax assets that are not more likely than not to be realized in the future.

The Company has assessed the changes to the valuation allowance, including realization of the disallowed interest expense deferred tax asset, using the integrated approach.

As of December 31, 2023, the Company had federal and state net operating loss carryforwards of $ 872 million and $ 9.0 billion, respectively, and federal general business tax credit and research tax credit carryforwards of $ 145 million, which will expire on various dates as follows:

Year of Expiration Net Operating Losses Tax Credits

5 unchanged sentences

$ 872 $ 9,033 $ 145

In general, Section 382 of the Internal Revenue Code provides an annual limitation with respect to the ability of a corporation to utilize its net operating loss carryovers, as well as certain built-in losses, against future taxable income in the event of a change in ownership.

It is unlikely that the limitation will adversely affect the Company’s ability to utilize its net operating loss carryovers against its future taxable income.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Merger in July 2020 and the William Hill Acquisition in April 2021 resulted in a change in ownership for purposes of Section 382, making its provisions applicable to the Company.

However, it is unlikely that the annual limitation on tax attribute usage resulting from the acquisition will adversely affect the Company’s ability to utilize its net operating loss carryovers against its future taxable income.

Reconciliation of Unrecognized Tax Benefits Years Ended December 31,

1 unchanged sentence

Balance as of beginning of year $ 128 $ 157 $ 137

Acquisition of Caesars Entertainment Corporation — — 152

Acquisition of William Hill — — 32

3 unchanged sentences

Reductions for tax positions for prior years ( 5 ) ( 8 ) ( 8 )

Settlements — — ( 4 )

Expiration of statutes — ( 1 ) ( 13 )

Balance as of end of year $ 124 $ 128 $ 157

We classify reserves for tax uncertainties within Other long-term liabilities in our Balance Sheets, separate from any related income tax payable or Deferred income taxes.

We classify reserves for tax uncertainties within Other long-term liabilities in our Balance Sheets, separate from any related income tax payable, deferred tax asset, or deferred tax liability.

Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities.

We accrue interest and penalties related to unrecognized tax benefits in income tax expense.

During 2022, we decreased our accrual by $ 29 million, primarily due to the sale of William Hill International.

During 2021, we increased our accrual by $ 20 million, primarily due to the William Hill Acquisition.

During 2020, we increased our accrual by $ 137 million, primarily as a result of the Merger.

There was no accrual for the payment of interest and penalties as of December 31, 2022 and an accrual of $ 2 million as of December 31, 2021.

During 2023, we decreased our unrecognized tax benefits by $ 4 million, primarily due to the noncash settlement of a state audit.

During 2022, we decreased our unrecognized tax benefits by $ 29 million, primarily due to the sale of William Hill International.

During 2021, we increased our unrecognized tax benefits by $ 20 million, primarily due to the William Hill Acquisition.

There was no accrual for the payment of interest and penalties as of December 31, 2023 and December 31, 2022.

Included in the balances of unrecognized tax benefits as of December 31, 2023 and December 31, 2022 was $ 112 million and $ 115 million, respectively, of unrecognized tax benefits that, if recognized, would impact the effective tax rate.

In 2021, the Organization for Economic Co-operation and Development (the “OECD”) established an Inclusive Framework on Base Erosion and Profit Shifting and agreed on a two-pillar solution (“Pillar Two”) to global taxation, focusing on global profit allocation and a 15% global minimum effective tax rate.

The OECD issued Pillar Two model rules and continues to release guidance on these rules.

While the US has not yet adopted the Pillar Two rules, various other countries around the world are enacting legislation.

We will continue to analyze the law to determine potential impacts.

We currently do not expect the Framework to have a material impact on our effective tax rate or our financial statements.

The Company, including its subsidiaries, files tax returns with federal, state and foreign jurisdictions.

5 unchanged sentences

Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a favorable impact on earnings.

Related Parties

As of December 31, 2022, Recreational Enterprises, Inc.

(“REI”) owned approximately 4.0 % of outstanding common stock of the Company.

The directors of REI are the Company’s Executive Chairman of the Board, Gary L.

Carano, its Chief Executive Officer and Board member, Thomas R.

Reeg, and its Vice President of Player Development, Gene Carano.

In addition, Gary L.

Carano also serves as the Vice President of REI and Gene Carano also serves as the Secretary and Treasurer of REI.

Members of the Carano family, including Gary L.

Carano and Gene Carano, own the equity interests in REI.

For each of the years ended December 31, 2022, 2021 and 2020, there were no related party transactions between the Company and the Carano family other than compensation, including salary and equity incentives and the CSY Lease listed below.

The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from C.

Associates (“CSY”) which is an entity partially owned by REI (the “CSY Lease”).

Related Party Transactions

The Company owns the entire parcel on which Eldorado Resort Casino Reno is located, except for approximately 30,000 square feet which is leased from C.

Associates (“CSY”) (the “CSY Lease”).

CSY is a general partnership in which a trust has an approximate 27 % interest.

The Company’s Executive Chairman of the Board, Gary L.

Carano, and his siblings are direct or indirect beneficiaries of the trust.

The CSY Lease expires on June 30, 2057.

Annual rent pursuant to the CSY Lease is currently $ 0.6 million, paid monthly.

Annual rent is subject to periodic rent escalations through the term of the lease.

Annual rent is subject to periodic rent escalations of 1 to 2 percent through the term of the lease.

Commensurate with its interest, the trust receives directly from the Company approximately 27 % of the rent paid by the Company.

As of December 31, 2023 and 2022 there were no amounts due to or from CSY.

CVA Holdco, LLC

In May 2023, the Company entered into a joint venture, CVA Holdco, LLC, with EBCI and an additional minority partner, to construct, own and operate a gaming facility in Danville, Virginia (“Caesars Virginia”).

Caesars Virginia opened in a temporary facility on May 15, 2023 which will be replaced by a permanent facility that is currently under construction and is estimated to open in late 2024.

As the managing member, the Company will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project.

While the Company holds a 49.5 % variable interest in the joint venture, it is the primary beneficiary;

as such, the joint venture’s operations are included in the Financial Statements, with a minority interest recorded reflecting the operations attributed to the other partners.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Transactions with Horseshoe Baltimore

The Company held an interest in Horseshoe Baltimore of approximately 44.3 %, which was accounted for as an equity method investment, prior to our acquisition of an additional interest and subsequent consolidation on August 26, 2021.

These related party transactions included items such as casino management fees, reimbursement of various costs incurred on behalf of Horseshoe Baltimore, and the allocation of other general corporate expenses.

Transactions with NeoGames

The Company held an interest in NeoGames (see Note 5).

NeoGames provides the player account management system to our wholly-owned Liberty platform.

We have a dedicated team of programmers at NeoGames working on enhancements to our player account management system on our behalf, for which NeoGames is compensated under a services agreement.

The Company participates ratably, based on ownership percentage, with the partners in the profits and losses of the joint venture.

As of December 31, 2023, the Company has received $ 116 million in contributions for the project and EBCI and the other minority partners are obligated to contribute additional cash totaling $ 8 million to the joint venture.

Segment Information

10 unchanged sentences

Caesars Palace Las Vegas

Caesars Atlantic City Horseshoe Black Hawk (a)

Circus Circus Reno Horseshoe Bossier City Harrah’s Ak-Chin

Caesars Atlantic City Harveys Lake Tahoe

Caesars Virginia (a)

Horseshoe Baltimore

Harrah’s Ak-Chin

Flamingo Las Vegas

Eldorado Gaming Scioto Downs Horseshoe Council Bluffs Harrah’s Cherokee

Circus Circus Reno Horseshoe Black Hawk

Harrah’s Cherokee

Harrah’s Las Vegas

Eldorado Resort Casino Reno Horseshoe Hammond Harrah’s Cherokee Valley River

Horseshoe Las Vegas (a)

Grand Victoria Casino Horseshoe Indianapolis (a)

Harrah’s Resort Southern California

Eldorado Gaming Scioto Downs Horseshoe Bossier City Harrah’s Cherokee Valley River

Horseshoe Las Vegas

Eldorado Resort Casino Reno Horseshoe Council Bluffs Harrah’s Resort Southern California

The LINQ Hotel & Casino

Harrah’s Atlantic City

Horseshoe Lake Charles (b)

Caesars Windsor

Grand Victoria Casino Horseshoe Hammond Caesars Windsor

Paris Las Vegas

Harrah’s Atlantic City

Horseshoe Indianapolis

Planet Hollywood Resort & Casino

Harrah’s Columbus Nebraska (b)

Horseshoe Lake Charles

Caesars Southern Indiana

Harrah’s Council Bluffs

Horseshoe St.

Caesars Dubai

Planet Hollywood Resort & Casino

Harrah’s Gulf Coast

Horseshoe Tunica Branded

Rio All-Suite Hotel & Casino

Harrah’s Hoosier Park Racing & Casino

Isle Casino Bettendorf Caesars Southern Indiana

Harrah’s Northern California

Caesars Digital Harrah’s Gulf Coast

Horseshoe Tunica

Caesars Digital Harrah’s Hoosier Park Racing & Casino

Isle Casino Bettendorf

Harrah’s Joliet

Isle of Capri Casino Boonville Harrah’s Northern California

Caesars Digital Harrah’s Lake Tahoe

Isle of Capri Casino Boonville

Harrah’s Lake Tahoe

Isle of Capri Casino Lula

Caesars Digital Harrah’s Laughlin

Harrah’s Laughlin

Isle Casino Waterloo

7 unchanged sentences

Tropicana Atlantic City

Harrah’s Pompano Beach (a)

Harrah’s Pompano Beach

Tropicana Laughlin Hotel & Casino

Harveys Lake Tahoe

Horseshoe Baltimore

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(a) During the year ended December 31, 2022, Bally’s Las Vegas was rebranded as Horseshoe Las Vegas, Isle Casino Hotel - Black Hawk was rebranded as Horseshoe Black Hawk, Indiana Grand was rebranded as Horseshoe Indianapolis, Isle Casino Racing Pompano Park was rebranded as Harrah’s Pompano Beach, and Lumière Place Casino was rebranded as Horseshoe St.

(b) Isle of Capri Casino Hotel Lake Charles temporarily closed at the end of August 2020 due to damage from Hurricane Laura and reopened in December 2022 as Horseshoe Lake Charles, the new land-based casino.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(a) Temporary gaming facility opened on May 15, 2023.

The construction of the permanent facility of Caesars Virginia is expected to be completed in late 2024.

(b) Temporary gaming facility opened on June 12, 2023.

The construction of the permanent facility of Harrah’s Columbus Nebraska is expected to be completed in the second quarter of 2024.

Certain of our properties operate off-track betting locations, including Harrah’s Hoosier Park Racing & Casino, which operates Winner’s Circle Indianapolis and Winner’s Circle New Haven;

and Horseshoe Indianapolis (formerly “Indiana Grand”), which operates Winner’s Circle Clarksville.

The LINQ Promenade is an open-air dining, entertainment, and retail promenade located on the east side of the Las Vegas Strip next to The LINQ Hotel & Casino that features the High Roller, a 550 -foot observation wheel, and the Fly LINQ Zipline attraction.

and Horseshoe Indianapolis, which operates Winner’s Circle Clarksville.

The LINQ Promenade is an open-air dining, entertainment, and retail promenade located on the east side of the Las Vegas Strip next to The LINQ Hotel & Casino (the “LINQ”) that features the High Roller, a 550 -foot observation wheel, and the Fly LINQ Zipline attraction.

We also own the CAESARS FORUM conference center, which is a 550,000 square feet conference center with 300,000 square feet of flexible meeting space, two of the largest pillarless ballrooms in the world and direct access to the LINQ.

Caesars will also open its first non-gaming hotel experience in the first half of 2024 with the opening of Caesars Republic Scottsdale featuring more than 250 hotel rooms, approximately 20,000 square feet of event space and hotel amenities including, pools, bars, lounges, and celebrity partnered restaurants.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

“Corporate and Other” includes certain unallocated corporate overhead costs and other adjustments, including eliminations of transactions among segments, to reconcile to the Company’s consolidated results.

27 unchanged sentences

(In millions) 2023 2022 2021

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

Net income (loss) attributable to Caesars

$ 786 $ ( 899 ) $ ( 1,019 )

Net income (loss) attributable to noncontrolling interests 42 ( 11 ) 3

Net loss from discontinued operations — 386 30

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

Benefit for income taxes

( 888 ) ( 41 ) ( 283 )

Other (income) loss (a)

14 unchanged sentences

____________________

(a) Other (income) loss primarily includes the net changes in fair value of (i) investments held by the Company (ii) foreign exchange forward contracts (iii) the disputed claims liability related to Former Caesars’ bankruptcy prior to the Merger, and (iv) the derivative liability related to the 5 % Convertible Notes, which were fully converted during the year ended December 31, 2021, and the change in the foreign exchange rate associated with restricted cash held in GBP associated with our acquisition of William Hill.

(b) Transaction costs and other primarily includes costs related to the William Hill Acquisition, the Merger, various contract or license termination exit costs, professional services for integration activities and non-cash changes in equity method investments partially offset by gains resulting from insurance proceeds received in excess of the respective carrying value of the assets damaged at Lake Charles by Hurricane Laura.

(a) Other (income) loss primarily includes the net changes in fair value of (i) investments held by the Company (ii) foreign exchange forward contracts (iii) a disputed claims liability, and (iv) the derivative liability related to the 5 % convertible notes, which were fully converted during the year ended December 31, 2021, and the change in the foreign exchange rate associated with restricted cash held in GBP associated with our acquisition of William Hill.

(b) Transaction costs and other primarily includes (i) net proceeds received in exchange for participation rights in a potential insurance recovery, (ii) proceeds received for the termination of the Caesars Dubai management agreement, (iii) insurance proceeds received in excess of the respective carrying value of damaged assets associated with the Lake Charles property, (iv) costs related to non-cash losses on the write down and disposal of assets, professional services for transaction and integration costs, various contract exit or termination costs, and pre-opening costs in connection with new temporary facility openings and (v) non-cash changes in equity method investments.

Capital Expenditures, Net - By Segment

13 unchanged sentences

Caesars Digital 1,095 1,200

Managed and Branded (a)

Corporate and Other (b)

Managed and Branded

Corporate and Other (a)

( 7,474 ) ( 6,268 )

1 unchanged sentence

____________________

(a) Assets held for sale associated with William Hill International were divested on July 1, 2022.

(b) Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results.

(a) Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data