Caesars Entertainment, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF CAESARS ENTERTAINMENT, INC. Page Report of Independent Registered Public Accounting Firm 61 Consolidated Balance Sheets 64 Consolidated Statements of Operations 65 Consolidated Statements of Comprehensive Income (Loss) 66 Consolidated Statements of Stockholders’ Equity 67 Consolidated Statements of Cash Flows 68 Notes to Consolidated Financial Statements 70 Table of Contents 60 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Caesars Entertainment, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Caesars Entertainment, Inc. 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting 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 and our report dated February 20, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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. Table of Contents 61 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 Critical Audit Matter Description 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 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 $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 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. Table of Contents 62 • 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. ◦ 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 Las Vegas, Nevada February 20, 2024 We have served as the Company’s auditor since 2020. Table of Contents 63 CAESARS ENTERTAINMENT, INC. CONSOLIDATED BALANCE SHEETS December 31, (Dollars in millions, except par value) 2023 2022 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,005 $ 1,038 Restricted cash 122 131 Accounts receivable, net 608 611 Inventories 46 59 Prepayments and other current assets 264 263 Total current assets 2,045 2,102 Investments in and advances to unconsolidated affiliates 157 94 Property and equipment, net 14,756 14,598 Goodwill 10,990 11,004 Intangible assets other than goodwill 4,523 4,714 Deferred tax asset 47 — Other long-term assets, net 848 1,015 Total assets $ 33,366 $ 33,527 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 408 $ 314 Accrued interest 369 318 Accrued other liabilities 1,848 1,928 Current portion of long-term debt 65 108 Total current liabilities 2,690 2,668 Long-term financing obligation 12,759 12,610 Long-term debt 12,224 12,659 Deferred tax liability 102 987 Other long-term liabilities 871 852 Total liabilities 28,646 29,776 Commitments and contingencies ( Note 11 ) STOCKHOLDERS' EQUITY: Preferred stock, $ 0.00001 par value, 150,000,000 shares authorized, no shares issued and outstanding — — 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 — — Additional paid-in capital 7,001 6,953 Accumulated deficit ( 2,523 ) ( 3,309 ) Treasury stock at cost, 363,016 and 363,016 shares held ( 23 ) ( 23 ) Accumulated other comprehensive income 97 92 Caesars stockholders' equity 4,552 3,713 Noncontrolling interests 168 38 Total stockholders’ equity 4,720 3,751 Total liabilities and stockholders’ equity $ 33,366 $ 33,527 The accompanying notes are an integral part of these consolidated financial statements. Table of Contents 64 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, (In millions, except per share data) 2023 2022 2021 NET REVENUES: Casino $ 6,367 $ 5,997 $ 5,827 Food and beverage 1,728 1,596 1,140 Hotel 2,090 1,957 1,551 Other 1,343 1,271 1,052 Net revenues 11,528 10,821 9,570 OPERATING EXPENSES: Casino 3,342 3,526 3,129 Food and beverage 1,049 935 707 Hotel 570 529 438 Other 434 411 373 General and administrative 2,012 2,068 1,782 Corporate 306 286 309 Impairment charges 95 108 102 Depreciation and amortization 1,261 1,205 1,126 Transaction and other costs, net ( 13 ) 14 144 Total operating expenses 9,056 9,082 8,110 Operating income 2,472 1,739 1,460 OTHER EXPENSE: Interest expense, net ( 2,342 ) ( 2,265 ) ( 2,295 ) Loss on extinguishment of debt ( 200 ) ( 85 ) ( 236 ) Other income (loss) 10 46 ( 198 ) Total other expense ( 2,532 ) ( 2,304 ) ( 2,729 ) Loss from continuing operations before income taxes ( 60 ) ( 565 ) ( 1,269 ) Benefit for income taxes 888 41 283 Income (loss) from continuing operations, net of income taxes 828 ( 524 ) ( 986 ) Discontinued operations, net of income taxes — ( 386 ) ( 30 ) Net income (loss) 828 ( 910 ) ( 1,016 ) Net (income) loss attributable to noncontrolling interests ( 42 ) 11 ( 3 ) 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 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 income (loss) per share $ 3.64 $ ( 4.19 ) $ ( 4.83 ) Weighted average basic shares outstanding 215 214 211 Weighted average diluted shares outstanding 216 214 211 The accompanying notes are an integral part of these consolidated financial statements. Table of Contents 65 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Years Ended December 31, (In millions) 2023 2022 2021 Net income (loss) $ 828 $ ( 910 ) $ ( 1,016 ) Foreign currency translation adjustments 1 34 ( 45 ) Change in fair market value of interest rate swaps, net of tax — 21 47 Other 4 — ( 1 ) Other comprehensive income, net of tax 5 55 1 Comprehensive income (loss) 833 ( 855 ) ( 1,015 ) Amounts attributable to noncontrolling interests: Net (income) loss attributable to noncontrolling interests ( 42 ) 11 ( 3 ) Foreign currency translation adjustments — 1 1 Comprehensive (income) loss attributable to noncontrolling interests ( 42 ) 12 ( 2 ) Comprehensive income (loss) attributable to Caesars $ 791 $ ( 843 ) $ ( 1,017 ) The accompanying notes are an integral part of these consolidated financial statements. Table of Contents 66 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Caesars Stockholders' Equity Preferred Stock Common Stock Treasury Stock (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 Stock-based compensation — — 1 — 83 — — — — 83 Issuance of common stock, net — — 5 — 456 — — ( 14 ) — 442 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 ) 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 Net loss — — — — — ( 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 ) Transactions with noncontrolling interests — — — — — — — — ( 11 ) ( 11 ) Balance, December 31, 2022 — — 215 — 6,953 ( 3,309 ) 92 ( 23 ) 38 3,751 Stock-based compensation — — 1 — 104 — — — — 104 Net income — — — — — 786 — — 42 828 Other comprehensive income, net of tax — — — — — — 5 — — 5 Shares withheld related to net share settlement of stock awards — — — — ( 27 ) — — — — ( 27 ) Transactions with noncontrolling interests — — — — ( 29 ) — — — 88 59 Balance, December 31, 2023 — $ — 216 $ — $ 7,001 $ ( 2,523 ) $ 97 $ ( 23 ) $ 168 $ 4,720 The accompanying notes are an integral part of these consolidated financial statements. Table of Contents 67 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, (In millions) 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: 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 Amortization of deferred financing costs and discounts 200 297 347 Provision for doubtful accounts 41 25 26 Loss on extinguishment of debt 200 85 236 Non-cash lease amortization 51 54 39 (Gain) loss on investments ( 5 ) 54 107 Stock-based compensation expense 104 101 82 Loss on sale of businesses and disposal of property and equipment 22 5 11 Impairment charges 95 108 102 Deferred income taxes ( 888 ) ( 41 ) ( 283 ) (Gain) loss on derivatives — ( 73 ) 127 Foreign currency transaction gain — — ( 21 ) Other non-cash adjustments to net (income) loss ( 40 ) ( 57 ) ( 8 ) Change in operating assets and liabilities: Accounts receivable ( 82 ) ( 143 ) ( 135 ) Prepaid expenses and other assets 39 ( 15 ) ( 67 ) Income taxes (receivable) payable ( 27 ) ( 7 ) 13 Accounts payable, accrued expenses and other liabilities 10 ( 82 ) 482 Other — 1 1 Net cash provided by operating activities 1,809 993 1,199 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 1,264 ) ( 952 ) ( 520 ) Acquisition of William Hill, net of cash acquired — — ( 1,581 ) Purchase of additional interest in Horseshoe Baltimore, net of cash consolidated — — ( 5 ) Acquisition of gaming rights and trademarks ( 30 ) ( 11 ) ( 312 ) Proceeds from sale of businesses, property and equipment, net of cash sold 1 39 726 Proceeds from the sale of investments 4 126 239 Proceeds from insurance related to property damage — 36 44 Investments in unconsolidated affiliates ( 3 ) — ( 39 ) Other 36 ( 6 ) — Net cash used in investing activities ( 1,256 ) ( 768 ) ( 1,448 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt and revolving credit facilities 5,460 1,500 1,308 Repayments of long-term debt and revolving credit facilities ( 6,106 ) ( 2,738 ) ( 1,977 ) Financing obligation payments ( 8 ) ( 3 ) ( 5 ) Debt issuance and extinguishment costs ( 79 ) ( 12 ) ( 56 ) Proceeds from issuance of common stock — 1 3 Cash paid to settle convertible notes — — ( 367 ) 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 116 — — Distributions to noncontrolling interest ( 3 ) ( 3 ) ( 2 ) Net cash used in financing activities ( 713 ) ( 1,282 ) ( 1,141 ) Table of Contents 68 Years Ended December 31, (In millions) 2023 2022 2021 CASH FLOWS FROM DISCONTINUED OPERATIONS: Cash flows from operating activities — ( 18 ) ( 27 ) Cash flows from investing activities — 386 ( 1,475 ) Cash flows from financing activities — — 591 Net cash from discontinued operations — 368 ( 911 ) Change in cash, cash equivalents, and restricted cash classified as assets held for sale — — 10 Effect of foreign currency exchange rates on cash — ( 29 ) 32 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 Cash, cash equivalents and restricted cash, end of period $ 1,143 $ 1,303 $ 2,021 RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents $ 1,005 $ 1,038 $ 1,070 Restricted cash 122 131 319 Restricted and escrow cash included in other noncurrent assets 16 134 323 Cash and cash equivalents and restricted cash in discontinued operations — — 309 Total cash, cash equivalents and restricted cash $ 1,143 $ 1,303 $ 2,021 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: 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 26 22 9 NON-CASH INVESTING AND FINANCING ACTIVITIES: Payables for capital expenditures 169 145 100 Convertible notes settled with shares — — 440 Land contributed to joint venture — — 61 The accompanying notes are an integral part of these consolidated financial statements. Table of Contents 69 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements include the accounts of Caesars Entertainment, Inc., a Delaware corporation, and its consolidated subsidiaries which may be referred to as the “Company,” “CEI,” “Caesars,” “we,” “our,” “us,” or the “Registrant” within these financial statements. We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) as our “Statements of Operations,” (iii) our Consolidated Balance Sheets as our “Balance Sheets,” and (iv) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows,” which are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). References to numbered “Notes” refer to Notes to our Consolidated Financial Statements included herein. Note 1. Organization and Basis of Presentation Organization The Company is a geographically diversified gaming and hospitality company that was founded in 1973 by the Carano family with the opening of the Eldorado Hotel Casino in Reno, Nevada. Beginning in 2005, the Company grew through a series of acquisitions, including the acquisition of MTR Gaming Group, Inc. in 2014, Isle of Capri Casinos, Inc. in 2017, Tropicana Entertainment, Inc. 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 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. The Company has divested certain properties and other assets, including non-core properties and divestitures required by regulatory agencies. See Note 4 for a discussion of properties recently sold and Note 19 for segment information. Basis of Presentation Our Financial Statements are prepared in accordance with accounting principles generally accepted in the United States, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. Management believes the accounting estimates are appropriate and reasonably determined. Actual amounts could materially differ from those estimates. 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 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. Table of Contents 70 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 2. 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. Control generally equates to ownership percentage, whereby (i) affiliates that are more than 50% owned are consolidated; (ii) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where we have determined that we have significant influence over the entities; and (iii) investments in affiliates of 20% or less are generally accounted for as investments in equity securities. We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the results of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE. If we determine an investment qualifies, or no longer qualifies, as a VIE, there may be a material effect to our Financial Statements. Cash and Cash Equivalents Cash equivalents include investments in money market funds that can be redeemed immediately at the current net asset value per share. 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. 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 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 Advertising costs are expensed in the period the advertising initially takes place. Advertising costs were $ 259 million, $ 571 million and $ 518 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are included within operating expenses. During the years ended December 31, 2022 and 2021, the Company launched significant television, radio and internet marketing campaigns promoting the Caesars Sportsbook. Advertising costs related to the Caesars Digital segment are primarily recorded in Casino expense. Interest Expense, Net Years Ended December 31, (In millions) 2023 2022 2021 Interest expense $ 2,394 $ 2,303 $ 2,320 Capitalized interest ( 40 ) ( 26 ) ( 9 ) Interest income ( 12 ) ( 12 ) ( 16 ) Total interest expense, net $ 2,342 $ 2,265 $ 2,295 Recently Issued Accounting Pronouncements 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. Table of Contents 71 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. Note 3. Acquisitions, Purchase Price Accounting and Pro forma Information Acquisition of William Hill On April 22, 2021, we completed the acquisition of William Hill PLC for cash consideration of approximately £ 2.9 billion , or approximately $ 3.9 billion , based on the GBP to USD exchange rate on the closing date. We acquired William Hill PLC and its U.S. subsidiary, William Hill U.S. Holdco (“William Hill US” and together with William Hill PLC, “William Hill”) to better position the Company to address the extensive usage of digital platforms, continued legalization in additional states and jurisdictions, and growing bettor demand, which are driving the market for online sports betting platforms in the U.S. In addition, we continue to leverage the World Series of Poker (“WSOP”) brand and license the WSOP trademarks for a variety of products and services across these digital platforms. At the time that the William Hill Acquisition was consummated, the Company’s intent was to divest William Hill International. 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. 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. 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. Accordingly, the acquisition was accounted for as a business combination achieved in stages, or a “step acquisition.” As mentioned above, the total purchase consideration for William Hill was approximately $ 3.9 billion . The purchase consideration in the acquisition was determined with reference to its acquisition date fair value. (In millions) Consideration Cash for outstanding William Hill common stock (a) $ 3,909 Fair value of William Hill equity awards 30 Settlement of preexisting relationships (net of receivable/payable) 7 Settlement of preexisting relationships (net of previously held equity investment and off-market settlement) ( 34 ) Total purchase consideration $ 3,912 ____________________ (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. Table of Contents 72 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Final Purchase Price Allocation The fair values are based on management’s analysis, including work performed by third-party valuation specialists, and 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 William Hill, with the excess recorded as goodwill as of December 31, 2022: (In millions) Fair Value Other current assets $ 164 Assets held for sale 4,337 Property and equipment, net 55 Goodwill 1,154 Intangible assets (a) 565 Other noncurrent assets 317 Total assets $ 6,592 Other current liabilities $ 242 Liabilities related to assets held for sale (b) 2,142 Deferred income taxes 251 Other noncurrent liabilities 35 Total liabilities 2,670 Noncontrolling interests 10 Net assets acquired $ 3,912 ____________________ (a) Intangible assets consist of gaming rights valued at $ 80 million, trademarks valued at $ 27 million, developed technology valued at $ 110 million, reacquired rights valued at $ 280 million and user relationships valued at $ 68 million. (b) Includes the fair value of debt of $ 1.1 billion related to William Hill International at the acquisition date. 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 William Hill 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 William Hill acquisition date. Assets and liabilities held for sale substantially represented William Hill International which was valued using a combination of approaches including a market approach based on valuation multiples and EBITDA, the relief from royalty method and the replacement cost method. 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. The acquired net assets of William Hill included certain investments in common stock. Investments with a publicly available share price were valued using the share price on the acquisition date. Investments without publicly available share data were valued at their carrying value, which approximated fair value. Other personal property assets such as furniture, equipment, computer hardware, and fixtures were valued using a cost approach which determined that the carrying values represented fair value of those items at the William Hill acquisition date. Trademarks and developed technology were valued using the relief from royalty method, which presumes that without ownership of such trademarks or technology, the Company would have to make a series of payments to the assets’ owner in return for the right to use their brand or technology. By virtue of their ownership of the respective intangible assets, the Company avoids any such payments and records the related intangible value. The estimated useful lives of the trademarks and developed technology were approximately 15 years and six years , respectively, from the acquisition date. Online user relationships are valued using a cost approach based on the estimated marketing and promotional cost to acquire the new active user base if the user relationships were not already in place and needed to be replaced. We estimated the useful life of the user relationships to be approximately three years from the acquisition date. Table of Contents 73 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. These agreements were valued using the excess earnings method, estimating the projected profits of the business attributable to the rights afforded through the agreements, adjusted for returns of other assets that contribute to the generation of this profit, such as working capital, fixed assets and other intangible assets. We estimated the useful life of these operating agreements to be approximately 20 years from the acquisition date and have included them within amortizing gaming rights. The reacquired rights intangible asset represents the estimated fair value of the Company’s share of William Hill’s forecasted profits arising from the prior contractual arrangement with the Company to operate retail and online sportsbooks and online gaming. This fair value estimate was determined using the excess earnings method, an income-based approach that reflects the present value of the future profit William Hill expected to earn over the remaining term of the contract, adjusted for returns of other assets that contribute to the generation of this profit, such as working capital, fixed assets and other intangible assets. The forecasted profit used within the valuation was adjusted for the settlement of the preexisting relationship in order to avoid double counting of the settlement. Reacquired rights are amortizable over the remaining contractual period of the contract in which the rights were granted and estimated to be approximately 24 years from the acquisition date. Goodwill is the result of expected synergies from the operations of the combined company and future customer relationships including the brand names and strategic partner relationships of Caesars and the technology and assembled workforce of William Hill. The goodwill acquired will not generate amortization deductions for income tax purposes. The fair value of long-term debt assumed was calculated based on market quotes. 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. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information is presented to illustrate the estimated effects of the William Hill Acquisition as if it had occurred on January 1, 2020. The pro forma amounts include the historical operating results of the Company and William Hill prior to the acquisition, with adjustments directly attributable to the acquisition. The pro forma results include adjustments and consequential tax effects to reflect incremental amortization expense to be incurred based on preliminary fair values of the identifiable intangible assets acquired, eliminate gains and losses related to certain investments and adjustments to the timing of acquisition related costs and expenses incurred during the year ended December 31, 2021. The unaudited pro forma financial information is not necessarily indicative of the financial position or results that would have occurred had the William Hill Acquisition been consummated as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the acquisition. (In millions) Year Ended December 31, 2021 Net revenues $ 9,696 Net loss ( 893 ) Net loss attributable to Caesars ( 896 ) Consolidation of Horseshoe Baltimore 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. Table of Contents 74 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. (In millions) Consideration Cash for additional ownership interest $ 55 Preexisting relationships (net of receivable/payable) 18 Preexisting relationships (net of previously held equity investment) 81 Total purchase consideration $ 154 Final Purchase Price Allocation The fair values are based on management’s analysis, including work performed by a third-party valuation specialist, and were finalized over the one-year measurement period. The following table summarizes the allocation of the purchase consideration to the identifiable assets and liabilities of Horseshoe Baltimore, with excess recorded as goodwill as of December 31, 2022: (In millions) Fair Value Current assets $ 60 Property and equipment, net 317 Goodwill 63 Intangible assets (a) 53 Other noncurrent assets 183 Total assets $ 676 Current liabilities $ 26 Long-term debt 272 Other long-term liabilities 182 Total liabilities 480 Noncontrolling interests 42 Net assets acquired $ 154 ____________________ (a) Intangible assets consist of gaming rights valued at $ 43 million and customer relationships valued at $ 10 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 of Horseshoe Baltimore on the Consolidation Date 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 on the Consolidation Date. 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. The fair value of the buildings and improvements were estimated via the income approach. The remaining estimated useful life of the buildings and improvements on the Consolidation Date is 40 years. The right of use asset and operating lease liability related to a ground lease for the site on which Horseshoe Baltimore is located was recorded at fair value and will be amortized over the estimated remaining useful life due to changes in the underlying fair value and estimated remaining useful life of the building and improvements. Renewal options are considered to be reasonably certain. The income approach was used to determine fair value, based on the estimated present value of the future lease payments over the lease term, including renewal options, using an incremental borrowing rate of approximately 7.6 %. 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 estimate the useful life of these customer relationships to be approximately seven years from the Consolidation Date. Table of Contents 75 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. The acquired gaming rights are considered to have an indefinite life. The goodwill acquired will generate amortization deductions for income tax purposes. The fair value of long-term debt has been calculated based on market quotes. For the period of August 26, 2021 through December 31, 2021, the operations of Horseshoe Baltimore generated net revenues of $ 72 million, and a net income of $ 4 million. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information is presented to illustrate the estimated effects of the Horseshoe Baltimore consolidation as if it had occurred on January 1, 2020. The pro forma amounts include the historical operating results of the Company and Horseshoe Baltimore prior to the consolidation. The pro forma results include adjustments and consequential tax effects to reflect incremental amortization expense to be incurred based on preliminary fair values of the identifiable intangible assets acquired and the adjustments to eliminate certain revenues and expenses which are considered intercompany activities. The unaudited pro forma financial information is not necessarily indicative of the financial results that would have occurred had the consolidation of Horseshoe Baltimore occurred as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the consolidation. (In millions) Year Ended December 31, 2021 Net revenues $ 9,693 Net loss ( 1,049 ) Net loss attributable to Caesars ( 1,056 ) Note 4. 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. The carrying value of the net assets held for sale are compared to the expected selling price and any expected losses are recorded immediately. 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. 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 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. 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. Table of Contents 76 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) Rio Net revenues $ 145 Net income 15 Year Ended December 31, 2022 (In millions) Rio Baton Rouge Net revenues $ 199 $ 6 Net income (loss) 18 ( 1 ) Year Ended December 31, 2021 (In millions) Rio Baton Rouge Evansville MontBleu Net revenues $ 205 $ 17 $ 58 $ 11 Net income (loss) 22 ( 2 ) 26 4 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. In addition, at the time that the William Hill Acquisition was consummated, the Company’s intent was to divest William Hill International. Accordingly, the assets and liabilities of these reporting units were classified as held for sale with operations presented within discontinued operations. 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 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. Additionally, the Company and EBCI entered into a 10-year brand license agreement, for the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana. The agreement contains cancellation rights in exchange for a termination fee at the buyer’s discretion following the fifth anniversary of the agreement. On July 16, 2021, the Company completed the sale of Caesars UK Group, in which the buyer assumed all liabilities associated with the Caesars UK Group, and recorded an impairment of $ 14 million within discontinued operations. The following information presents the net revenues and net income (loss) for the Company’s properties that are part of discontinued operations for the year ended December 31, 2022 and 2021: Year Ended December 31, 2022 (In millions) William Hill International Net revenues $ 820 Net loss ( 448 ) Year Ended December 31, 2021 (In millions) Harrah’s Louisiana Downs Caesars UK Group Caesars Southern Indiana William Hill International Net revenues $ 48 $ 30 $ 155 $ 1,221 Net income (loss) 10 ( 30 ) 27 ( 18 ) Table of Contents 77 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 5. Investments in and Advances to Unconsolidated Affiliates 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 In April 2018, the Company entered into a joint venture with Cordish Companies (“Cordish”) to plan and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack at the Company’s Pompano property. As the managing member, Cordish 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. 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. While the Company holds a 50 % variable interest in the joint venture, it is not the primary beneficiary; as such the investment in the joint venture is accounted for using the equity method. 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, 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. NeoGames 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) in the Statements of Operations. Note 6. Property and Equipment Property and equipment are stated at cost, except for assets acquired in our business combinations which were adjusted for fair value under Accounting Standards Codification (“ASC”) 805. Internal use software costs are capitalized during the application development stage. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of the asset as noted in the table below, or the term of the lease, whichever is less. Gains or losses on the disposal of property and equipment are included in operating income. Useful lives of each asset class are generally as follows: Buildings and improvements 3 to 40 years Land improvements 12 to 40 years Furniture, fixtures and equipment 3 to 15 years Riverboats 30 years A portion of our property and equipment is subject to various operating leases for which we are the lessor. Leased property includes our hotel rooms, convention space and retail space through various short-term and long-term operating leases. See Note 10 for further discussion of our leases. Table of Contents 78 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The Company evaluates its property and equipment and other long-lived assets for impairment whenever indicators of impairment exist. The Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge may be recorded for any difference between fair value and the carrying value. All recognized impairment losses are recorded as operating expenses, unless the assets represent a discontinued operation. See Note 4 for further discussion of impairment on assets previously held for sale. Property and Equipment, Net December 31, (In millions) 2023 2022 Land $ 2,088 $ 2,092 Buildings, riverboats, and leasehold and land improvements 13,543 13,094 Furniture, fixtures, and equipment 2,409 2,054 Construction in progress 762 351 Total property and equipment 18,802 17,591 Less: accumulated depreciation ( 4,046 ) ( 2,993 ) Total property and equipment, net $ 14,756 $ 14,598 Depreciation Expense Years Ended December 31, (In millions) 2023 2022 2021 Depreciation expense $ 1,117 $ 1,018 $ 987 Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease. Note 7. Goodwill and Intangible Assets, net The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is recorded as goodwill. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests as of October 1 of each fiscal year. The Company performs this assessment more frequently if impairment indicators exist. 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. 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, and expected sales proceeds. The Company also evaluates the aggregate fair value of all of its reporting units and other non-operating assets in comparison to its aggregate debt and equity market capitalization at the test date. EBITDA multiples and discounted cash flows are common measures used to value businesses in the industry. Indefinite-lived intangible assets consist primarily of trademarks, Caesars Rewards and expenditures associated with obtaining racing and gaming licenses. Indefinite-lived intangible assets are not subject to amortization but are subject to an annual impairment test. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess amount. 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. Table of Contents 79 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Gaming rights represent intangible assets acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate in the jurisdiction. These gaming license rights are not subject to amortization as the Company has determined that they have indefinite useful lives. For gaming jurisdictions with high barriers of renewal of the gaming rights, such as material costs of renewal, the gaming rights are deemed to have a finite useful life and are amortized over the expected useful life. 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, 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. The Company evaluates for impairment whenever indicators of impairment exist. When indicators are noted, the Company then compares estimated future cash flows, undiscounted, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is recorded. 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 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. The Company utilized an income approach to determine the fair value of the trademarks subject to rebranding based on their expected future cash flows, which resulted in an impairment charge of $ 102 million during the year ended December 31, 2021. The adjusted carrying values of these trademarks were amortized over their respective useful lives. Changes in Carrying Value of Goodwill by Segment (In millions) Las Vegas Regional Caesars Digital Managed and Branded CEI Total Gross Goodwill: Balance as of January 1, 2022 $ 6,889 $ 3,093 $ 1,198 $ — $ 11,180 Other (a) — — 6 — 6 Balance as of December 31, 2022 6,889 3,093 1,204 — 11,186 Accumulated Impairment: Balance as of January 1, 2022 — ( 104 ) — — ( 104 ) Impairment — ( 78 ) — — ( 78 ) Balance as of December 31, 2022 — ( 182 ) — — ( 182 ) Net carrying value, as of December 31, 2022 $ 6,889 $ 2,911 $ 1,204 $ — $ 11,004 Gross Goodwill: Balance as of January 1, 2023 $ 6,889 $ 3,093 $ 1,204 $ — $ 11,186 Other — — — — — Balance as of December 31, 2023 6,889 3,093 1,204 — 11,186 Accumulated Impairment: Balance as of January 1, 2023 — ( 182 ) — — ( 182 ) Impairment — ( 14 ) — — ( 14 ) Balance as of December 31, 2023 — ( 196 ) — — ( 196 ) Net carrying value, as of December 31, 2023 (b) $ 6,889 $ 2,897 $ 1,204 $ — $ 10,990 ____________________ (a) See Note 3 for further detail. Purchase price allocation finalized in 2022. (b) $ 1.0 billion of goodwill within our Regional segment is associated with reporting units with zero or negative carrying value. Table of Contents 80 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Changes in Carrying Amount of Intangible Assets Other than Goodwill Amortizing Non-Amortizing Total (In millions) 2023 2022 2023 2022 2023 2022 Balance as of January 1 $ 1,060 $ 1,209 $ 3,654 $ 3,711 $ 4,714 $ 4,920 Impairment — — ( 81 ) ( 30 ) ( 81 ) ( 30 ) Amortization expense ( 144 ) ( 187 ) — — ( 144 ) ( 187 ) Acquisition of gaming rights and trademarks 30 10 4 1 34 11 Other — 28 — ( 28 ) — — Balance as of December 31 $ 946 $ 1,060 $ 3,577 $ 3,654 $ 4,523 $ 4,714 Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill December 31, 2023 December 31, 2022 (Dollars in millions) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Customer relationships 3 - 7 years $ 587 $ ( 360 ) $ 227 $ 587 $ ( 276 ) $ 311 Gaming rights and other 10 - 34 years 242 ( 28 ) 214 212 ( 16 ) 196 Trademarks 15 years 313 ( 91 ) 222 313 ( 73 ) 240 Reacquired rights 24 years 250 ( 28 ) 222 250 ( 17 ) 233 Technology 6 years 110 ( 49 ) 61 110 ( 30 ) 80 $ 1,502 $ ( 556 ) 946 $ 1,472 $ ( 412 ) 1,060 Non-amortizing intangible assets Trademarks 1,998 1,998 Gaming rights 1,056 1,133 Caesars Rewards 523 523 3,577 3,654 Total amortizing and non-amortizing intangible assets, net $ 4,523 $ 4,714 Amortization expense with respect to intangible assets for the years ended December 31, 2023, 2022 and 2021 totaled $ 144 million, $ 187 million and $ 139 million, respectively, which is included in Depreciation and amortization in the Statements of Operations. Estimated Five-Year Amortization Years Ended December 31, (In millions) 2024 2025 2026 2027 2028 Estimated annual amortization expense $ 130 $ 122 $ 122 $ 80 $ 43 Note 8. Fair Value Measurements Marketable Securities 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. 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) in the Statements of Operations. Derivative Instruments The Company does not purchase or hold any derivative financial instruments for trading purposes. Table of Contents 81 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. 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) in the Statements of Operations. All forward contracts were settled as of July 1, 2022. Interest Rate Swap Derivatives 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. The difference to be paid or received under the terms of the interest rate swap agreements was accrued as interest rates changed and recognized as an adjustment to interest expense at settlement. The term of the interest rate swaps ended on December 31, 2022. Valuation Methodology The estimated fair values of our interest rate swap derivative instruments were derived from market prices obtained from dealer quotes for similar, but not identical, assets or liabilities. 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 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. None of our derivative instruments were offset and all were classified as Level 2. 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 during the year ended December 31, 2022. 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. Accumulated Other Comprehensive Income The changes in AOCI by component, net of tax, for the periods through December 31, 2023 and 2022 are shown below. (In millions) Unrealized Net Gains on Derivative Instruments Foreign Currency Translation Adjustments Other Total Balances as of December 31, 2021 $ 73 $ ( 36 ) $ ( 1 ) $ 36 Other comprehensive income before reclassifications 9 35 — 44 Amounts reclassified from accumulated other comprehensive income 12 — — 12 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 Total other comprehensive income, net of tax — 1 4 5 Balances as of December 31, 2023 $ 94 $ — $ 3 $ 97 Table of Contents 82 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 9. Accrued Other Liabilities Accrued other liabilities consisted of the following: December 31, (In millions) 2023 2022 Contract and contract related liabilities (See Note 13) $ 749 $ 747 Accrued payroll and other related liabilities 283 283 Accrued taxes 202 195 Self-insurance claims and reserves (See Note 11 ) 200 203 Disputed claims liability 26 26 Operating lease liability (See Note 10 ) 23 50 Accrued marketing 23 20 Other accruals 342 404 Total accrued other liabilities $ 1,848 $ 1,928 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. Note 10. Leases The Company has operating and finance leases for various real estate and equipment. Certain of the Company’s lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation and rental payments based on usage. The Company’s leases include options to extend the lease term one month to 74 years. The Company’s lease agreements do not contain any material restrictive covenants, other than those described below. Lessee Arrangements Operating Leases 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: December 31, (In millions) Classification on the Balance Sheet 2023 2022 Assets: Operating lease ROU assets (a) Other long-term assets, net $ 622 $ 639 Liabilities: Current operating lease liabilities (a) Accrued other liabilities 23 50 Non-current operating lease liabilities (a) Other long-term liabilities 728 710 ___________________ (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. Table of Contents 83 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Lease Terms and Discount Rate December 31, 2023 2022 Weighted Average Remaining Lease Term (in years) 32.1 32.2 Weighted Average Discount Rate 8.1 % 8.3 % Components of Lease Expense Years Ended December 31, (In millions) 2023 2022 2021 Operating lease expense $ 96 $ 132 $ 128 Short-term and variable lease expense 159 138 104 Total operating lease costs $ 255 $ 270 $ 232 Supplemental cash flow information related to leases is as follows: Cash payments included in the measurement of lease liabilities Years Ended December 31, (In millions) 2023 2022 2021 Operating cash flows for operating leases $ 116 $ 110 $ 96 Maturities of Lease Liabilities (In millions) Operating Leases 2024 $ 81 2025 77 2026 76 2027 76 2028 74 Thereafter 1,919 Total future minimum lease payments 2,303 Less: present value factor ( 1,552 ) Total lease liability $ 751 Finance Leases 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 VICI Leases & Golf Course Use 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 15 years, plus renewal options, using an imputed discount rate of approximately 11.01 %. 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 (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. Table of Contents 84 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 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. GLPI Leases 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 %. The value of the failed sale-leaseback financing obligations is dependent upon assumptions regarding the amount of the lease payments and the estimated discount rate of the lease payments required by a market participant. CEI leases certain real property assets from GLPI under the Master Lease (as amended, the “GLPI Master Lease”). The GLPI Master Lease, encompassing a portfolio of properties within the United States, provides for the lease of land, buildings, structures and other improvements on the land, easements and similar appurtenances to the land and improvements relating to the operation of the leased properties. The GLPI Master Lease, inclusive of all amendments, provides for (i) an initial term of 20 years (through September 2038), with four five-year renewals at the Company’s option, (ii) annual land and building base rent of $ 24 million and $ 63 million, respectively, (iii) escalating provisions of building base rent equal to 101.25 % of the rent for the preceding year for lease years five and six , 101.75 % for lease years seven and eight and 102 % for each lease year thereafter and (iv) relief from the operating, capital expenditure and financial covenants in the event of involuntary closures. 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. Louis, formerly known as Lumière, to GLPI and leased back the property under a long-term financing obligation. The Lumière Lease, inclusive of all amendments, provides for (i) an initial term commencing on September 29, 2020 and ending on October 31, 2033, (ii) four five-year renewal options, (iii) annual rent payments of $ 23 million, (iv) escalation provisions commencing in lease year two equal to 101.25 % of the rent for the preceding year for lease years two through five , 101.75 % for lease years six and seven and 102 % for each lease year thereafter, (v) maintaining a minimum of 1.20 :1 adjusted revenue to rent ratio and (vi) certain relief under the financial covenant in the event of involuntary closures. The Company continues to reflect the real estate assets related to the failed sale-lease back transactions on the Balance Sheets in Property and equipment, net as if the Company was the legal owner, and continues to recognize depreciation expense over their estimated useful lives. The future minimum payments related to the GLPI Leases, including the Lumière Lease, and VICI Leases financing obligation, as amended, at December 31, 2023 were as follows: (In millions) GLPI Leases VICI Leases 2024 $ 112 $ 1,205 2025 113 1,221 2026 115 1,239 2027 117 1,260 2028 119 1,292 Thereafter 4,368 43,937 Total future payments 4,944 50,154 Less: Amounts representing interest ( 3,926 ) ( 39,614 ) Plus: Residual values 240 893 Financing obligation $ 1,258 $ 11,433 Table of Contents 85 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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) VICI Leases (a) December 31, December 31, (In millions) 2023 2022 2021 2023 2022 2021 Cash paid for principal $ 1 $ — $ — $ 1 $ 1 $ 1 Cash paid for interest 111 110 109 1,175 1,095 983 ____________________ (a) For the initial periods of the VICI and GLPI Leases, cash payments are less than the interest expense recognized, which causes the failed-sale leaseback obligation to increase during the initial years of the lease term. Lease Covenants The GLPI Leases and VICI Leases contain certain covenants requiring minimum capital expenditures based on a percentage of net revenues along with maintaining certain financial ratios. The Company was in compliance with all applicable covenants as of December 31, 2023. Lessor Arrangements Lodging Arrangements Lodging arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of the fees charged for lodging. The nonlease components primarily consist of resort fees and other miscellaneous items. 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, 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. Conventions Convention arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of fees charged for the use of meeting space. The nonlease components primarily consist of food and beverage and audio/visual services. 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 We enter into long-term real estate leasing arrangements with third-party lessees at our properties. As of December 31, 2023, the remaining terms of these operating leases ranged from 1 to 82 years, some of which include options to extend the lease term for up to five years . In addition to minimum rental commitments, certain of our operating leases provide for contingent payments including contingent rentals based on a percentage of revenues in excess of specified amounts and reimbursements for common area maintenance and utilities charges. 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. In addition, to maintain the value of our leased assets, certain leases include specific maintenance requirements of the lessees or maintenance is performed by the Company on behalf of the lessees. 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 $ 68 million, $ 64 million and $ 45 million of variable rental income for the years ended December 31, 2023, 2022 and 2021, respectively. Table of Contents 86 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Maturities of Lease Receivables (In millions) Operating Leases 2024 $ 70 2025 64 2026 62 2027 56 2028 50 Thereafter 689 Total $ 991 Note 11. Litigation, Commitments and Contingencies Litigation General We are a party to various legal proceedings, which have arisen in the normal course of our business. Such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our consolidated financial condition or results of operations. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. 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. 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. Table of Contents 87 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Contractual Commitments Capital Commitments Harrah’s New Orleans In April 2020, the Company and the State of Louisiana, by and through the Louisiana Gaming Control Board, entered into an Amended and Restated Casino Operating Contract. Additionally, the Company, New Orleans Building Corporation and the City entered into a Second Amended and Restated Lease Agreement. 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 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 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 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. 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. 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 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. Contingencies Weather Disruption - Lake Charles On August 27, 2020 , Hurricane Laura made landfall on Lake Charles as a Category 4 storm severely damaging the Isle of Capri Casino Lake Charles (“Lake Charles”). During the year ended December 31, 2022, the Company reached a final settlement agreement with the insurance carriers for a total amount of $ 128 million, before our insurance deductible of $ 25 million. The Company has received a total of $ 103 million related to damaged fixed assets, remediation costs and business interruption. The Company recorded gains of $ 38 million and $ 21 million during the years ended December 31, 2022 and 2021 , respectively, which are included in Transaction and other costs, net in our Statements of Operations, as proceeds received for the cost to replace damaged property were in excess of respective carrying value of the assets. The construction of our new land-based casino, Horseshoe Lake Charles, was completed and reopened in December 2022. Table of Contents 88 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 12. Long-Term Debt December 31, 2023 December 31, 2022 (Dollars in millions) Final Maturity Rates Face Value Book Value Book Value Secured Debt CEI Revolving Credit Facility 2028 variable $ — $ — $ — CEI Term Loan A 2028 variable 712 710 747 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 N/A — — — Baltimore Term Loan N/A N/A — — 262 Convention Center Mortgage Loan N/A N/A — — 400 CRC Incremental Term Loan N/A N/A — — 972 CRC Term Loan N/A N/A — — 3,243 Unsecured Debt CEI Senior Notes due 2027 2027 8.125 % 1,611 1,593 1,589 CEI Senior Notes due 2029 2029 4.625 % 1,200 1,188 1,186 Special Improvement District Bonds 2037 4.30 % 45 45 47 Long-term notes and other payables 2 2 2 Total debt 12,439 12,305 12,787 Current portion of long-term debt ( 65 ) ( 65 ) ( 108 ) Deferred finance charges associated with the CEI Revolving Credit Facility — ( 16 ) ( 20 ) Long-term debt $ 12,374 $ 12,224 $ 12,659 Unamortized discounts and deferred finance charges $ 150 $ 318 Fair value $ 12,416 ____________________ (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 Years Ended December 31, (In millions) 2024 2025 (a) 2026 2027 2028 Thereafter Total Annual maturities of long-term debt $ 65 $ 4,453 $ 65 $ 1,676 $ 587 $ 5,593 $ 12,439 Estimated interest payments 850 800 520 510 360 450 3,490 Total debt service obligation (b) $ 915 $ 5,253 $ 585 $ 2,186 $ 947 $ 6,043 $ 15,929 ____________________ (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 SOFR curve, where applicable. Actual payments may differ from these estimates. Current Portion of Long-Term Debt 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 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. Table of Contents 89 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 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. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense. Fair Value The fair value of debt has been calculated primarily based on the borrowing rates available as of December 31, 2023 and based on market quotes of our publicly traded debt. We classify the fair value of debt within Level 1 and Level 2 in the fair value hierarchy. Terms of Outstanding Debt 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, 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. Both the Amended CEI Revolving Credit Facility and the new CEI Term Loan A mature on January 31, 2028, subject to a springing maturity in the event certain other long-term debt of Caesars is not extended or repaid. The Amended CEI Revolving Credit Facility includes a letter of credit sub-facility of $ 388 million. The CEI Term Loan A requires scheduled quarterly payments in amounts equal to 1.25 % of the original aggregate principal amount of the CEI Term Loan A, with the balance payable at maturity. 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 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. In addition, on a quarterly basis, the Company is required to pay each lender under the Amended CEI Revolving Credit Facility a commitment fee in respect of any unused commitments under the Amended CEI Revolving Credit Facility in the amount of 0.35 % per annum of the principal amount of the unused commitments of such lender, subject to three 0.05 % step-downs based on the Company’s net total leverage ratio. Table of Contents 90 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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, 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. Bank National Association, as collateral agent. 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 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 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. 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 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 Table of Contents 91 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 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 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 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. 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 Table of Contents 92 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 On July 6, 2020, the Escrow Issuer issued $ 1.8 billion in aggregate principal amount of 8.125 % Senior Notes due 2027 pursuant to an indenture, dated July 6, 2020 (the “CEI Senior Notes due 2027”), by and between the Escrow Issuer and U.S. Bank National Association, as trustee. 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. CEI Senior Notes due 2029 On September 24, 2021, the Company issued $ 1.2 billion in aggregate principal amount of 4.625 % Senior Notes due 2029 (the “CEI Senior Notes due 2029”) pursuant to an indenture dated as of September 24, 2021 between the Company and U.S. Bank National Association, as trustee. 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. Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities in 2023 (In millions) Proceeds Repayments (a) CEI Revolving Credit Facility $ 960 $ 960 CEI Term Loan A — 38 CEI Term Loan B 2,500 19 CEI Senior Secured Notes due 2025 — 1 CEI Senior Secured Notes due 2030 2,000 — Baltimore Term Loan — 267 Mortgage Loan — 400 CRC Incremental Term Loan — 1,004 CRC Term Loan — 3,415 Special Improvement District Bonds — 2 Total $ 5,460 $ 6,106 ____________________ (a) Includes contractually scheduled repayments as well as voluntary accelerated repayments. Debt Covenant Compliance 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. Following the Third Amendment, the Amended CEI Revolving Credit Facility and the CEI Term Loan A include a maximum net total leverage ratio financial covenant of 7.25 :1 until December 31, 2024 and 6.50 :1 from and after December 31, 2024. In addition, the Amended CEI Revolving Credit Facility and the CEI Term Loan A include a minimum fixed charge coverage ratio financial covenant of 1.75 :1 until December 31, 2024 and 2.0 :1 from and after December 31, 2024. 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. 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. Table of Contents 93 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Guarantees 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. Note 13. Revenue Recognition Accounting Policies Casino Revenues 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. Progressive jackpots are accrued and charged to revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of free bets, free play, matched deposits, and other similar incentives to its customers. During significant promotional periods, such as entering new jurisdictions with our Caesars Sportsbook or Caesars Racebook apps, such activity could result in negative net gaming revenue. 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 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 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 Hotel, food and beverage, and other operating revenues are recognized as services are performed and is the net amount collected from the customer for such goods and services. 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 contracts 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 standalone selling price (“SSP”). 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. The Company’s Statement of Operations presents net revenue disaggregated by type or nature of the good or service. A summary of net revenues disaggregated by type of revenue and reportable segment is presented below. Refer to Note 19 for additional information on the Company’s reportable segments. Year Ended December 31, 2023 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total Casino $ 1,212 $ 4,272 $ 886 $ — $ ( 3 ) $ 6,367 Food and beverage 1,152 576 — — — 1,728 Hotel 1,447 643 — — — 2,090 Other 659 287 87 307 3 1,343 Net revenues $ 4,470 $ 5,778 $ 973 $ 307 $ — $ 11,528 Table of Contents 94 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Year Ended December 31, 2022 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total Casino $ 1,247 $ 4,291 $ 462 $ — $ ( 3 ) $ 5,997 Food and beverage 1,063 533 — — — 1,596 Hotel 1,341 616 — — — 1,957 Other 636 264 86 282 3 1,271 Net revenues $ 4,287 $ 5,704 $ 548 $ 282 $ — $ 10,821 Year Ended December 31, 2021 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total Casino $ 1,226 $ 4,305 $ 296 $ — $ — $ 5,827 Food and beverage 702 438 — — — 1,140 Hotel 968 583 — — — 1,551 Other 513 211 41 278 9 1,052 Net revenues $ 3,409 $ 5,537 $ 337 $ 278 $ 9 $ 9,570 Accounts Receivable and Credit Risk We issue credit to approved casino customers following investigations of creditworthiness. Business or economic conditions or other significant events could affect the collectability of these receivables. Accounts receivable are non-interest bearing and are initially recorded at cost. Marker play represents a meaningful portion of our overall table games volume. 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 and the use of personal contacts, outside collection agencies and civil litigation. Markers are generally legally enforceable instruments in the United States. Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reached to satisfy judgments entered in the United States. We consider the likelihood and difficulty of enforceability, among other factors, when we issue credit to customers who are not residents of the United States. Trade receivables, including casino and hotel receivables, are typically non-interest bearing. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. Management believes that as of December 31, 2023 and 2022, no significant concentrations of credit risk related to receivables existed. Reserve for Uncollectible Accounts Receivable 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, 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. Accounts Receivable, Net December 31, (In millions) 2023 2022 Casino $ 274 $ 259 Food and beverage and hotel 118 144 Other 216 208 Accounts receivable, net $ 608 $ 611 Table of Contents 95 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Allowance for Doubtful Accounts (In millions) Contracts Other (a) Total Balance as of January 1, 2021 $ 120 $ 18 $ 138 Provision for doubtful accounts 16 10 26 Write-offs less recoveries ( 26 ) ( 8 ) ( 34 ) Balance as of December 31, 2021 110 20 130 Provision for doubtful accounts 13 12 25 Write-offs less recoveries ( 22 ) ( 15 ) ( 37 ) Balance as of December 31, 2022 101 17 118 Provision for doubtful accounts 29 12 41 Write-offs less recoveries ( 49 ) ( 17 ) ( 66 ) Balance as of December 31, 2023 $ 81 $ 12 $ 93 ____________________ (a) “Other” includes allowance associated with lease receivables under ASC 842. See Note 10 for further details. Contract and Contract Related Liabilities The Company records contract or contract-related liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. 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 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. Liabilities expected to be recognized as revenue beyond one year of being purchased, earned, or deposited are recorded within other long-term liabilities on the Company’s Balance Sheets. Outstanding Chip Liability The Company recognizes the impact on gaming revenues on an annual basis to reflect an estimate of the change in the value of outstanding chips that are not expected to be redeemed. This estimate is determined by measuring the difference between the total value of chips placed in service less the value of chips under our control. This measurement is performed on an annual basis utilizing a methodology in which a consistent formula is applied to estimate the percentage of chips not in our custody that are not expected to be redeemed. In addition to the formula, certain judgments are made with regard to various denominations and souvenir chips. The outstanding chip liability is included in accrued other liabilities on the Balance Sheets. Caesars Rewards Loyalty Program 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. Members are able to accumulate Reward Credits over time that they may redeem at their discretion under the terms of the program. A member’s Reward Credit balance is forfeited if the member does not earn at least one Reward Credit during a continuous six-month period. 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 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 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. Table of Contents 96 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Our Caesars Rewards loyalty program includes various tiers that offer different benefits, and members are able to earn credits towards tier status, which generally enables them to receive discounts similar to those provided as complimentaries described below. We have determined that any such discounts received as a result of tier status do not represent material rights, and therefore, we do not account for them as distinct performance obligations. We have determined the SSP of a Reward Credit by computing the redemption value of credits expected to be redeemed. Because Reward Credits are not otherwise independently sold, we analyzed all Reward Credit redemption activity over the preceding calendar year and determined the redemption value based on the fair market value of the goods and services for which the Reward Credits were redeemed. We have applied the practical expedient under the portfolio approach to our Reward Credit transactions because of the similarity of gaming and other transactions and the homogeneity of Reward Credits. As part of determining the SSP for Reward Credits, we also determined that there is generally an amount of Reward Credits that is not redeemed, which is considered “breakage.” We recognize the expected breakage proportionally with the pattern of revenue recognized related to the redemption of Reward Credits. We periodically reassess our customer behaviors and revise our expectations as deemed necessary on a prospective basis. The following table summarizes the activity related to contract and contract-related liabilities: Outstanding Chip Liability Caesars Rewards Customer Deposits and Other Deferred Revenue (In millions) 2023 2022 2023 2022 2023 2022 Balance at January 1 $ 45 $ 48 $ 87 $ 91 $ 693 $ 560 Balance at December 31 42 45 86 87 693 693 Increase (decrease) $ ( 3 ) $ ( 3 ) $ ( 1 ) $ ( 4 ) $ — $ 133 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 The Company offers discretionary coupons and other discretionary complimentaries to customers outside of the loyalty program such as matching deposits, free bets and free play. Such complimentaries are provided in conjunction with other revenue‑earning activities and are generally provided to encourage additional customer spending on those activities. Accordingly, the Company allocates a portion of the transaction price received from such customers to the complimentary goods and services. The Company performs this allocation based on the SSP of the underlying goods and services, which is determined based upon the weighted-average cash sales prices received for similar services at similar points during the year. 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 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. Note 14. Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income (loss) by the weighted average shares outstanding during the reporting period. Diluted EPS is computed similarly to basic EPS except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and the assumed vesting of restricted share units, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised, that outstanding restricted share units were released and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. For a period in which the Company generated a net loss from continuing operations, the weighted average shares outstanding - basic was used in calculating diluted loss per share because using diluted shares would have been anti-dilutive to loss per share. Table of Contents 97 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 income (loss) from continuing operations attributable to Caesars, net of income taxes $ 786 $ ( 513 ) $ ( 989 ) Discontinued operations, net of income taxes — ( 386 ) ( 30 ) Net income (loss) attributable to Caesars $ 786 $ ( 899 ) $ ( 1,019 ) Shares outstanding: Weighted average shares outstanding – basic 215 214 211 Effect of dilutive securities: Stock-based compensation awards 1 — — Weighted average shares outstanding – diluted 216 214 211 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 income (loss) per common share attributable to common stockholders – basic: $ 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 ) Net income (loss) per common share attributable to common stockholders – diluted: $ 3.64 $ ( 4.19 ) $ ( 4.83 ) Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS Years Ended December 31, (In millions) 2023 2022 2021 Stock-based compensation awards 1 3 3 Total anti-dilutive common stock 1 3 3 Note 15. Stock-Based Compensation and Stockholders’ Equity Stock-Based Awards The Company maintains long-term incentive plans which allow for granting stock-based compensation awards for directors, employees, officers, and consultants or advisers who render services to the Company or its subsidiaries, based on Company Common Stock, including stock options, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), market-based performance stock units (“MSUs”), stock appreciation rights, and other stock-based awards or dividend equivalents. Forfeitures are recognized in the period in which they occur. Performance Incentive Plans 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. Equity awards granted to employees and executive officers generally vest within one to three years from the grant date either ratably on each anniversary, or entirely at the end of the service period. Awards may also contain performance conditions in addition to time based vesting conditions. Performance awards relate to the achievement of defined levels of performance and will vest and become payable at the end of the vesting period. Performance awards may contain targeted performance levels, which may ultimately vest within a range of 0 % to 200 % of the target award, based on defined operating metrics or market performance as compared to a peer group. RSUs granted to non-employee directors generally vest immediately and are issued on the vesting date, or may be deferred. 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. Table of Contents 98 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Restricted Stock Unit Activity 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. A summary of the RSUs activity for the year ended December 31, 2023 is presented in the following table: Units Weighted Average Grant Date Fair Value (a) Unvested outstanding as of December 31, 2022 1,863,481 $ 66.87 Granted (b) 1,487,539 52.13 Vested ( 1,318,519 ) 60.87 Forfeited ( 110,082 ) 57.43 Unvested outstanding as of December 31, 2023 1,922,419 60.11 ____________________ (a) Represents the weighted-average grant date fair value of RSUs, which is the share price of our common stock on the grant date. (b) Included are 34,167 RSUs granted to non-employee members of the Board during the year ended December 31, 2023. Performance Stock Unit Activity 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. The fair value of the PSUs is based on the market price of our common stock when a mutual understanding of the key terms and conditions of the awards between the Company and recipient is achieved. The awards are remeasured each period until such an understanding is reached. A summary of the PSUs activity for the year ended December 31, 2023 is presented in the following table: Units Weighted Average Grant Date Fair Value (a) Unvested outstanding as of December 31, 2022 383,157 $ 51.73 Granted 192,836 46.88 Performance Adjustment 440 Vested ( 243,093 ) 57.83 Forfeited ( 5,110 ) 49.81 Unvested outstanding as of December 31, 2023 328,230 46.88 ____________________ (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. Market-Based Stock Unit Activity 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. Based on the terms and conditions of the awards, the grant date fair value of the MSUs was determined using a Monte Carlo simulation model. Key assumptions for the Monte Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient. The effect of market conditions is considered in determining the grant date fair value, which is not subsequently revised based on actual performance. Table of Contents 99 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: Units Weighted- Average Fair Value (a) Unvested outstanding as of December 31, 2022 741,803 $ 83.24 Granted 379,855 80.53 Performance Adjustment ( 100,612 ) Vested ( 139,536 ) 74.62 Forfeited ( 9,491 ) 93.28 Unvested outstanding as of December 31, 2023 872,019 85.11 ____________________ (a) Represents the grant date fair value determined using a Monte Carlo simulation model. Stock Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2022 88 $ 30.63 0.14 $ — Exercised ( 88 ) 30.63 Outstanding as of December 31, 2023 — — 0 — Vested and expected to vest as of December 31, 2023 — — 0 — Exercisable as of December 31, 2023 — — 0 — Stock Option Exercises Years Ended December 31, (Dollars in millions) 2023 2022 2021 Option Exercises: Number of options exercised 88 43,384 114,884 Cash received for options exercised $ — $ 1 $ 3 Aggregate intrinsic value of options exercised $ — $ 2 $ 9 Unrecognized Compensation Cost 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. Common Stock 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. Preferred Stock On June 17, 2021, following receipt of required shareholder approvals, the Company amended its Certificate of Incorporation to authorize the issuance of up to 150 million shares of preferred stock. Share Repurchase Program In November 2018, the Board authorized a $ 150 million common stock repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that the Company is required to repurchase under the Share Repurchase Program. As of December 31, 2023, the Company has acquired 223,823 shares of common stock at an aggregate value of $ 9 million and an average of $ 40.80 per share. No shares were repurchased during the years ended December 31, 2023 or 2022. Table of Contents 100 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 16. Employee Benefit Plans 401(k) Plans 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. The Company’s matching contribution expense totaled $ 29 million, $ 29 million and $ 27 million for the years ended December 31, 2023, 2022 and 2021, respectively. Defined-Benefit Plans Scioto Downs sponsors a noncontributory defined-benefit plan covering all full-time employees meeting certain age and service requirements. On May 31, 2001, the plan was amended to freeze eligibility, accrual of years of service and benefits. As of December 31, 2023, the fair value of the plan assets and benefit obligation was $ 1 million. The plan assets are comprised primarily of money market and mutual funds whose values are determined based on quoted market prices and are classified in Level 1 of the fair value hierarchy. We did not make cash contributions to the Scioto Downs pension plan during 2023, 2022 and 2021. 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, 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 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, 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: (i) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan, (ii) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, (iii) the Park Place Entertainment Corporation Executive Deferred Compensation Plan, (iv) the Harrah’s Entertainment, Inc. Deferred Compensation Plan, and (v) the Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan (collectively, the “existing deferred compensation plans”). 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 in the Balance Sheets for these plans was $ 31 million and $ 33 million as of December 31, 2023 and 2022, respectively. Trust Assets 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 $ 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. Table of Contents 101 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Multi-employer Pension 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: i. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. ii. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. iii. 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.” Multi-employer Pension Plan Participation Pension Protection Act Zone Status (a) Contributions (In millions) Pension Fund EIN/Pension Plan Number 2023 FIP/RP Status (b) 2023 2022 2021 Surcharge Imposed Expiration Date of Collective Bargaining Agreement (c) Southern Nevada Culinary and Bartenders Pension Plan (d) 88-6016617/ 001 Green No $ 26 $ 24 $ 18 No September 30, 2028 Legacy Plan of the UNITE HERE Retirement Fund (d)(e) 82-0994119/ 001 Red Yes 10 9 9 No Various up to May 31, 2026 Central Pension Fund of the IUOE & Participating Employers 36-6052390/ 001 Green No 7 7 6 N/A March 31, 2024 Western Conference of Teamsters Pension Plan 91-6145047/ 001 Green No 7 6 5 N/A March 31, 2024 Painters IUPAT 52-6073909/ 001 Yellow No 1 1 1 No Various up to June 30, 2026 Other Funds 4 3 2 Total Contributions $ 55 $ 50 $ 41 ____________________ (a) Represents the Pension Protection Act zone status for applicable plan year beginning January 1, except where noted otherwise. The zone status is based on information that the Company received from the plan administrator and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and less than 80% funded, and plans in the green zone are at least 80% funded. All plans detailed in the table above utilized extended amortization provisions to calculate zone status. (b) Indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. (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, 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. Note 17. Income Taxes The components of the Company’s provision for income taxes for the years ended December 31, 2023, 2022 and 2021 are presented below. Components of Income (Loss) Before Income Taxes Years Ended December 31, (In millions) 2023 2022 2021 United States $ ( 90 ) $ ( 590 ) $ ( 1,272 ) Outside of the U.S. 30 25 3 $ ( 60 ) $ ( 565 ) $ ( 1,269 ) Table of Contents 102 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Income Tax Provision (Benefit) from Continuing Operations Years Ended December 31, (In millions) 2023 2022 2021 United States Current Federal $ — $ — $ ( 1 ) State & Local 23 7 ( 2 ) Deferred Federal ( 754 ) ( 57 ) ( 219 ) State & Local ( 166 ) 2 ( 106 ) Outside of the U.S. Current 9 7 2 Deferred — — 43 $ ( 888 ) $ ( 41 ) $ ( 283 ) 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 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 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 impairment 3 3 — Nondeductible convertible notes costs — — 42 Decrease in uncertain tax positions — ( 1 ) ( 6 ) Change in tax rates from change in tax law before valuation allowance 25 86 15 Foreign taxes 3 6 3 Deferred tax adjustment related to William Hill acquisition — 30 — Minority interests ( 9 ) 3 — Valuation allowance ( 889 ) ( 55 ) ( 34 ) Tax credits ( 14 ) ( 10 ) ( 5 ) Deferred tax recognition on life insurance — — 17 Other 3 1 3 Reported income tax provision (benefit) $ ( 888 ) $ ( 41 ) $ ( 283 ) Table of Contents 103 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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. Significant components of the Company’s net deferred taxes at December 31, 2023 and 2022 are as follows: As of December 31, (In millions) 2023 2022 Deferred tax assets: Loss carryforwards $ 569 $ 779 Excess business interest expense 399 288 Credit carryforwards 141 126 Financing obligation 2,644 2,534 Long-term lease obligation 208 160 Other 233 272 4,194 4,159 Deferred tax liabilities: Identified intangibles ( 759 ) ( 803 ) Fixed assets ( 2,295 ) ( 2,243 ) Right-of-use assets ( 174 ) ( 128 ) Other ( 101 ) ( 163 ) ( 3,329 ) ( 3,337 ) Valuation allowance ( 920 ) ( 1,809 ) Net deferred tax liabilities $ ( 55 ) $ ( 987 ) 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 (In millions) Federal States Federal 2024-2028 $ — $ 604 $ 8 2029-2033 238 1,590 39 2034-2043 168 4,560 98 Do not expire 466 2,279 — $ 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. Table of Contents 104 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Reconciliation of Unrecognized Tax Benefits Years Ended December 31, (In millions) 2023 2022 2021 Balance as of beginning of year $ 128 $ 157 $ 137 Acquisition of William Hill — — 32 Sale of William Hill International — ( 24 ) — Additions based on tax positions related to the current year — 3 4 Additions for tax positions of prior years 1 1 5 Reductions for tax positions for prior years ( 5 ) ( 8 ) ( 8 ) 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, 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 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. The Company does not have tax sharing agreements with the other members within the consolidated group. With few exceptions, the Company is no longer subject to US federal or state and local tax assessments by tax authorities for years before 2020. We believe that it is reasonably possible that the unrecognized tax benefits liability will not materially change within the next 12 months. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. Although we believe that adequate provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on our earnings. Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a favorable impact on earnings. Note 18. Related Party Transactions C. S. & Y. Associates 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. S. & Y. 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 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. Table of Contents 105 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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. Note 19. Segment Information The executive decision maker of the Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of the Company’s casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. The Company’s principal operating activities occur in four reportable segments. The reportable segments are based on the similar characteristics of the operating segments with the way management assesses these results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactions between these reportable segments within Caesars: (1) Las Vegas, (2) Regional, (3) Caesars Digital, and (4) Managed and Branded, in addition to Corporate and Other. See table below for a summary of these segments. Also, see Note 4 , Note 6 and Note 7 for a discussion of the impairment of intangibles and long-lived assets related to certain segments. The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of December 31, 2023: Las Vegas Regional Managed and Branded Caesars Palace Las Vegas Caesars Atlantic City Harveys Lake Tahoe Managed The Cromwell Caesars Virginia (a) Horseshoe Baltimore Harrah’s Ak-Chin Flamingo Las Vegas Circus Circus Reno Horseshoe Black Hawk Harrah’s Cherokee Harrah’s Las Vegas 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 Grand Victoria Casino Horseshoe Hammond Caesars Windsor Paris Las Vegas Harrah’s Atlantic City Horseshoe Indianapolis Branded Planet Hollywood Resort & Casino Harrah’s Columbus Nebraska (b) Horseshoe Lake Charles Caesars Southern Indiana Harrah’s Council Bluffs Horseshoe St. Louis 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 Lake Tahoe Isle of Capri Casino Lula Harrah’s Laughlin Isle Casino Waterloo Harrah’s Metropolis Lady Luck Casino - Black Hawk Harrah’s New Orleans Silver Legacy Resort Casino Harrah’s North Kansas City Trop Casino Greenville Harrah’s Philadelphia Tropicana Atlantic City Harrah’s Pompano Beach Tropicana Laughlin Hotel & Casino ___________________ (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, 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. Table of Contents 106 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. The following table sets forth, for the periods indicated, certain operating data for the Company’s four reportable segments, in addition to Corporate and Other. Years Ended December 31, (In millions) 2023 2022 2021 Las Vegas: Net revenues $ 4,470 $ 4,287 $ 3,409 Adjusted EBITDA 2,016 1,964 1,568 Regional: Net revenues 5,778 5,704 5,537 Adjusted EBITDA 1,962 1,985 1,979 Caesars Digital: Net revenues 973 548 337 Adjusted EBITDA 38 ( 666 ) ( 476 ) Managed and Branded: Net revenues 307 282 278 Adjusted EBITDA 76 84 87 Corporate and Other: Net revenues — — 9 Adjusted EBITDA ( 154 ) ( 124 ) ( 168 ) Reconciliation of Net Income (Loss) Attributable to Caesars to Adjusted EBITDA by Segment Adjusted EBITDA is presented as a measure of the Company’s performance. Adjusted EBITDA is defined as revenues less certain operating expenses and is comprised of net income (loss) before (i) interest income and interest expense, net of interest capitalized, (ii) income tax (benefit) provision, (iii) depreciation and amortization, and (iv) certain items that we do not consider indicative of our ongoing operating performance at an operating property level. In evaluating Adjusted EBITDA you should be aware that, in the future, we may incur expenses that are the same or similar to some of the adjustments in this presentation. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpected items. Adjusted EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies within the industry. Adjusted EBITDA is included because management uses Adjusted EBITDA to measure performance and allocate resources, and believes that Adjusted EBITDA provides investors with additional information consistent with that used by management. Table of Contents 107 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Years Ended December 31, (In millions) 2023 2022 2021 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 for income taxes ( 888 ) ( 41 ) ( 283 ) Other (income) loss (a) ( 10 ) ( 46 ) 198 Loss on extinguishment of debt 200 85 236 Interest expense, net 2,342 2,265 2,295 Depreciation and amortization 1,261 1,205 1,126 Impairment charges 95 108 102 Transaction costs and other (b) 6 90 220 Stock-based compensation expense 104 101 82 Adjusted EBITDA $ 3,938 $ 3,243 $ 2,990 Adjusted EBITDA by Segment: Las Vegas $ 2,016 $ 1,964 $ 1,568 Regional 1,962 1,985 1,979 Caesars Digital 38 ( 666 ) ( 476 ) Managed and Branded 76 84 87 Corporate and Other ( 154 ) ( 124 ) ( 168 ) ____________________ (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 Years Ended December 31, (In millions) 2023 2022 2021 Las Vegas $ 257 $ 165 $ 85 Regional 839 597 327 Caesars Digital 100 106 67 Corporate and Other 68 84 39 Total (a) $ 1,264 $ 952 $ 518 ____________________ (a) Includes capital expenditures associated with our discontinued operations, where applicable. Total Assets - By Segment December 31, (In millions) 2023 2022 Las Vegas $ 24,230 $ 23,547 Regional 15,291 14,908 Caesars Digital 1,095 1,200 Managed and Branded 224 140 Corporate and Other (a) ( 7,474 ) ( 6,268 ) Total $ 33,366 $ 33,527 ____________________ (a) Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results. Table of Contents 108 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.