What changed in this filing

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Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-22 · 82 added, 68 removed, 364 unchanged (29% of the section changed)

16 unchanged sentences

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Caesars Entertainment, Inc.

and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

We have audited the internal control over financial reporting of Caesars Entertainment, Inc., and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

20 unchanged sentences

Other Information

Not applicable.

Rule 10b5-1 Trading Plans

For the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

17 unchanged sentences

Included in Part II (Item 8) of this Annual Report on Form 10-K:

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 202 3 and 20 22

16 unchanged sentences

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

3.1 Composite Certificate of Incorporation of Caesars Entertainment, Inc.

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

3.1 Amended and Restated Certificate of Incorporation of Caesars Entertainment, Inc.

Previously filed on Form 8-K filed on June 16, 2023.

3.2 Amended and Restated Bylaws of Caesars Entertainment, Inc.

5 unchanged sentences

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

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

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

Bank National Association, as trustee and collateral agent.

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

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

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

Bank National Association, as trustee and collateral agent.

Filed herewith.

Previously filed on Form 10-K filed on February 22, 2023.

Third Supplemental Indenture, dated as of November 3, 2023, to Indenture (6.250% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S.

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

Bank National Association, as collateral agent.

Previously filed on Form 8-K filed on February 7, 2024.

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

1 unchanged sentence

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

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

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

Bank National Association, as trustee.

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

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

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

Bank National Association, as trustee.

Previously filed on Form 10-K filed on February 22, 2023.

Third Supplemental Indenture, dated as of November 3, 2023, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee.

Filed herewith.

2 unchanged sentences

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

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

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

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

9 unchanged sentences

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

Second Supplemental Indenture, dated as of November 3, 2023, to Indenture (4.625% CEI Senior Notes due 2029), by and among Caesars Entertainment, Inc., the guarantors party thereto and U.S.

Bank National Association, as trustee.

Filed herewith.

Description of Exhibit Method of Filing

Indenture (7.00% Senior Secured Notes due 2030), dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S.

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

Bank National Association, as collateral agent.

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

First Supplemental Indenture (7.00% CEI Senior Secured Notes due 2030), dated as of March 24, 2023, to Indenture, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S.

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

Bank National Association, as Collateral Agent.

Previously filed on Form 10-Q filed on May 3, 2023.

Second Supplemental Indenture (7.00% CEI Senior Secured Notes due 2030), dated as of November 3, 2023, to Indenture, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S.

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

Bank National Association, as Collateral Agent.

Filed herewith.

Indenture (6.50% CEI Senior Secured Notes due 2032), dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S.

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

Bank National Association, as Collateral Agent.

Previously filed on Form 8-K filed on February 7, 2024.

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

6 unchanged sentences

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

Description of Exhibit Method of Filing

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

17 unchanged sentences

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

Description of Exhibit Method of Filing

Twelfth Amendment to Lease, dated as of April 7, 2023, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-Q filed on May 3, 2023.

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

30 unchanged sentences

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

Description of Exhibit Method of Filing

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

13 unchanged sentences

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

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

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

Third Amendment to Credit Agreement, dated as of October 5, 2022, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

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

2 unchanged sentences

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

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

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

on December 22, 2017.

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

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

on June 15, 2020.

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

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

10.37†† Incremental Assumption Agreement No.

1, dated as of July 20, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

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

10.38†† Incremental Assumption Agreement No.

2, dated as of July 20, 2020, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, the lender party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

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

10.39†† Guarantee Agreement, dated as of August 6, 2021, by Caesars Entertainment, Inc.

in favor of U.S.

Bank National Agent, as collateral agent.

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

Description of Exhibit Method of Filing

I ncremental Assumption Agreement No.

3, dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on February 7, 2024.

Caesars Entertainment Corporation Amended and Restated Escrow Agreement, dated as of December 12, 2016, between Caesars Entertainment Corporation and Wells Fargo Bank, N.A.

20 unchanged sentences

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

Description of Exhibit Method of Filing

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

15 unchanged sentences

Previously filed on Form 10-K filed on March 1, 2019.

10.53 Registration Rights Agreement, dated as of May 1, 2017, by and among Eldorado Resorts, Inc., Recreational Enterprises, Inc., GFIL Holdings, LLC and certain of its affiliates.

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

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

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

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

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

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

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

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Bret Yunker.

Filed herewith.

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Stephanie Lepori.

Filed herewith.

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Thomas Reeg.

Filed herewith.

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

2 unchanged sentences

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

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

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

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

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Anthony Carano.

Filed herewith.

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Edmund L.

Quatmann, Jr.

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

Filed herewith.

Description of Exhibit Method of Filing

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

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

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

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

Third Amended and Restated Master Lease, dated as of No vember 13, 2023 , by and among Tropicana Entertainment, Inc., IOC Black Hawk County, Inc., Isle of Capri Bettendorf, L.C.

and GLP Capital L.P.

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

Filed herewith.

Code of Ethics and Business Conduct

14 unchanged sentences

Filed herewith.

99.1 Gaming and Regulatory Overview

Policy Relating to Recovery of Erroneously Awarded Compensation

Filed herewith.

99.2 Financial Information of Caesars Resort Collection, LLC

99.1 Gaming and Regulatory Overview

Filed herewith.

2 unchanged sentences

101.3 Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith.

Description of Exhibit Method of Filing

101.4 Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith.

4 unchanged sentences

† Denotes a management contract or compensatory plan or arrangement.

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

†† On February 7, 2024, the CEI Senior Secured Notes due 2025 and the related amendments/incremental assumption agreements and the guarantees agreement were terminated.

On February 16, 2024, the CRC Secured Notes due 2025 and the related amendments/incremental assumption agreements and the guarantees agreement were terminated.

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

11 unchanged sentences

Property and equipment, net 2 4

Other assets, net 146 333

Long-term intercompany notes

Other long-term assets, net 25 146

Total assets $ 16,086 $ 10,806

14 unchanged sentences

Corporate expense 2 4 43

Management fee — — ( 36 )

Depreciation and amortization 2 4 6

Transaction and other costs 11 60 113

Transaction and other costs, net

Total operating expenses ( 22 ) 19 109

Operating loss ( 19 ) ( 105 ) ( 147 )

Operating income (loss)

22 ( 19 ) ( 105 )

Other expense:

Interest expense ( 507 ) ( 428 ) ( 395 )

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

Income (loss) on interests in subsidiaries

1,268 ( 492 ) ( 437 )

Loss on extinguishment of debt — — ( 14 )

Other income (loss) 3 40 ( 72 )

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

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

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

Income (loss) from operations before income taxes

786 ( 899 ) ( 1,023 )

Benefit for income taxes

Net income (loss)

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

See accompanying Notes to Condensed Financial Information.

6 unchanged sentences

Cash flows from investing activities

Issuance of long-term intercompany notes

( 4,420 ) — —

Collections from long-term intercompany notes

Purchase of property and equipment, net — — ( 1 )

Former Caesars acquisition — — ( 8,470 )

William Hill Acquisition — — ( 3,938 )

8 unchanged sentences

Cash paid to settle convertible notes — — ( 367 )

Proceeds from sale-leaseback financing arrangement — — 3,219

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

1 unchanged sentence

Cash flows provided by financing activities 4,526 31 1,379

Effect of foreign currency exchange rates on cash — — 129

Net increase (decrease) in cash, cash equivalents, and restricted cash ( 199 ) ( 2,919 ) 3,390

Decrease in cash, cash equivalents, and restricted cash

( 171 ) ( 199 ) ( 2,919 )

Cash, cash equivalents, and restricted cash, beginning of period 316 515 3,434

2 unchanged sentences

Cash and cash equivalents in current assets $ 134 $ 185 $ 199

Restricted cash in current assets — — 1,895

Restricted and escrow cash included in other assets, net 131 316 425

Restricted and escrow cash included in other long-term assets, net

Total cash, cash equivalents and restricted cash $ 145 $ 316 $ 515

43 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures